EXHIBIT 10.6

                                                                  EXECUTION COPY
                                                                  --------------










                          TMA MORTGAGE FUNDING TRUST I,

                                    as Issuer

                                       and

                   BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,

                              as Indenture Trustee

                    _________________________________________



                                    INDENTURE

                          Dated as of December 1, 1998

                   __________________________________________


                       COLLATERALIZED ASSET-BACKED NOTES,

                                  SERIES 1998-1


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                                              TABLE OF CONTENTS


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                                                  ARTICLE I

                                                 DEFINITIONS

1.01.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     41
1.02.  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     41
1.03.  Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     41

                                                 ARTICLE II

                                          ORIGINAL ISSUANCE OF NOTES

2.01.  Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     41
2.02.  Execution, Authentication and Delivery. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     41
2.03.  Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     42

                                                 ARTICLE III

                                                  COVENANTS

3.01.  Maintenance of Accounts; Payments of Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .     42
3.02.  Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     42
3.03.  Money for Payments To Be Held in Trust; Paying Agent. . . . . . . . . . . . . . . . . . . . . .     42
3.04.  Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     43
3.05.  Payment of Principal and Interest; Defaulted Interest . . . . . . . . . . . . . . . . . . . . .     43
3.06.  Protection of Trust Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     43
3.07.  Opinions as to Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     43
3.08.  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     44
3.09.  Performance of Obligations; Sale and Servicing Agreement. . . . . . . . . . . . . . . . . . . .     44
3.10.  Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     45
3.11.  Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     45
3.12.  Recording of Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     45
3.13.  Representations and Warranties Concerning the Collateral. . . . . . . . . . . . . . . . . . . .     45
3.14.  Indenture Trustee's Review of Related Documents . . . . . . . . . . . . . . . . . . . . . . . .     45
3.15.  Trust Estate; Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     45
3.16.  Amendments to Sale and Servicing Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . .     46
3.17.  Servicer as Agent and Bailee of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . .     46
3.18.  Investment Company Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     46
3.19.  Issuer May Consolidate, etc., Only on Certain Terms . . . . . . . . . . . . . . . . . . . . . .     46
3.20.  Successor or Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47
3.21.  No Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47
3.22.  No Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47
3.23.  Guarantees, Loans, Advances and Other Liabilities . . . . . . . . . . . . . . . . . . . . . . .     47
3.24.  Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47
3.25.  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47
3.26.  Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47
3.27.  Notice of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
3.28.  Further Instruments and Acts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
3.29.  Statements to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
3.30.  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
3.31.  Determination of Note Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
3.32.  Payments under the Note Insurance Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
3.33  Payment Under the Swap Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
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3.34.  Exercise of Rights as Registered Holder of Pooled Certificates. . . . . . . . . . . . . . . . .     48

                                                 ARTICLE IV

                              THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

4.01.  The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
4.02  Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Note Registrar     48
4.03.  Mutilated, Destroyed, Lost or Stolen Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .     49
4.04.  Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     50
4.05.  Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     50
4.06.  Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     50
4.07.  Restrictions on Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     50
4.08.  Limitation on Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     51
4.09.  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     51
4.10.  Payment of Principal and Interest; Defaulted Interest . . . . . . . . . . . . . . . . . . . . .     51
4.11.  Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     52
4.12.  Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . .     52
4.13.  Application of Trust Money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     52
4.14.  Subrogation and Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     52
4.15.  Repayment of Moneys Held by Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . .     53

                                                  ARTICLE V

                                                  REMEDIES

5.01.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     53
5.02.  Acceleration of Maturity, Rescission and Annulment. . . . . . . . . . . . . . . . . . . . . . .     53
5.03.  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee . . . . . . . . . . .     54
5.04.  Remedies; Priorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     55
5.05.  Optional Preservation of the Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . .     56
5.06.  Limitation of Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     56
5.07.  Unconditional Rights of Noteholders To Receive Principal and Interest . . . . . . . . . . . . .     56
5.08.  Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     56
5.09.  Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     56
5.10.  Delay or Omission Not a Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     57
5.11.  Control by Noteholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     57
5.12.  Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     57
5.13.  Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     57
5.14.  Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     57
5.15.  Sale of Trust Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     58
5.16.  Action on Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     58
5.17.  Performance and Enforcement of Certain Obligations. . . . . . . . . . . . . . . . . . . . . . .     59

                                                 ARTICLE VI

                                           THE INDENTURE TRUSTEE

6.01.  Duties of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     59
6.02.  Rights of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
6.03.  Individual Rights of Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
6.04.  Indenture Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
6.05.  Notice of Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
6.06.  Reports by Indenture Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
6.07.  Compensation and Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
6.08.  Replacement of Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     61
6.09.  Successor Indenture Trustee by Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     61
6.10.  Appointment of Co-Indenture Trustee or Separate Indenture Trustee . . . . . . . . . . . . . . .     62
6.11.  Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     62
6.12.  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     62
6.13.  Representation and Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     62
6.14.  Directions to Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     63

                                                ARTICLE VII

                                        NOTEHOLDERS' LISTS AND REPORTS

7.01.  Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. . . . . . . . . . . . .     63
7.02.  Preservation of Information; Communications to Noteholders. . . . . . . . . . . . . . . . . . .     63
7.03.  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     63

                                                 ARTICLE VIII

                                     ACCOUNTS, DISBURSEMENTS AND RELEASES

8.01.  Collection of Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     63
8.02.  Trust Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     64
8.03.  Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     64
8.04.  Termination Upon Distribution to Noteholders. . . . . . . . . . . . . . . . . . . . . . . . . .     64
8.05.  Release of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     64
8.06.  Surrender of Notes Upon Final Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     64

                                                 ARTICLE IX

                                           SUPPLEMENTAL INDENTURES

9.01.  Supplemental Indentures Without Consent of Noteholders. . . . . . . . . . . . . . . . . . . . .     64
9.02.  Supplemental Indentures With Consent of Noteholders . . . . . . . . . . . . . . . . . . . . . .     65
9.03.  Execution of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     66
9.04.  Effect of Supplemental Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     66
9.05.  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     66
9.06.  Reference in Notes to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . .     66
9.07.  Book Entry Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     66

                                                 ARTICLE X

                                   NOTE AND COLLATERAL PURCHASE OPTIONS

10.01. Note and Collateral Purchase Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     67
10.02.  Form of Option Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     68
10.03.  Notes Payable on Purchase Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     68
10.04. The Indenture After the Exercise of the Note Purchase Option or a Collateral Purchase Option. .     68

                                                 ARTICLE XI

                                                MISCELLANEOUS

11.01.  Compliance Certificates and Opinions, etc. . . . . . . . . . . . . . . . . . . . . . . . . . .     69
11.02  Form of Documents Delivered to Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . . .     69
11.03.  Acts of Noteholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     70
11.04.  Notices, etc., to Indenture Trustee, Issuer, Note Insurer and Rating Agencies. . . . . . . . .     70
11.05.  Notices to Noteholders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
11.06.  Alternate Payment and Notice Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
11.07.  RIGHTS OF THE NOTE INSURER AND THE SWAP COUNTERPARTY . . . . . . . . . . . . . . . . . . . . .     71
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11.08.  Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
11.09.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
11.10.  Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
11.11.  Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
11.12.  Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
11.13.  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     72
11.14.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     72
11.15.  Recording of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     72
11.16.  Issuer Obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     72
11.17.  No Petition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     72
11.18.  Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     72

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     64
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65-66
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Appendix A - Definitions

Exhibit  A-  Form  of  Note
Exhibit  B-  Schedule  of  Mortgage  Loans
Exhibit  C-  Schedule  of  Pooled  Certificates
Exhibit  D-  Schedule  of  Swap  Agreements
Exhibit  E-  Form  of  Institutional  Accredited  Investor Representation Letter
Exhibit  F-  Form  of  Qualified  Institutional  Buyer  Representation  Letter
Exhibit  G-  Notice  of  Exercise  of  Note  Purchase  Option
Exhibit  H-  Notice  of  Exercise  of  Collateral  Purchase  Option

This  Indenture,  dated  as  of  December  1, 1998, between TMA MORTGAGE FUNDING
TRUST  I,  a  Delaware  statutory  business trust, as Issuer (the "Issuer"), and
BANKERS  TRUST COMPANY OF CALIFORNIA, N.A., as Indenture Trustee (the "Indenture
Trustee").

                                WITNESSETH THAT:

Each  party  hereto agrees as follows for the benefit of the other party and for
the  equal  and  ratable  benefit  of the Holders of the Issuer's Notes and Note
Insurer.

                                 GRANTING CLAUSE

The  Issuer  hereby  Grants  to  the  Indenture  Trustee at the Closing Date, as
Indenture  Trustee  for  the  benefit  of  the  Holders  of  the Notes, the Swap
Counterparty and the Note Insurer, all of the Issuer's right, title and interest
in  and  to  whether now existing or hereafter created (a) the Trust Estate; (b)
all  moneys  on  deposit  from  time to time in the Reserve Account; and (c) all
present  and  future  claims, demands, causes and choses in action in respect of
any  or  all  of the foregoing and all payments on or under, and all proceeds of
every  kind and nature whatsoever in respect of, any or all of the foregoing and
all  payments  on or under, and all proceeds of every kind and nature whatsoever
in  the  conversion thereof, voluntary or involuntary, into cash or other liquid
property,  all  cash  proceeds,  accounts,  accounts  receivable, notes, drafts,
acceptances,  checks,  deposit accounts, rights to payment of any and every kind
(including but not limited to all proceeds of any Insurance Policies relating to
any  Mortgage Loan), and other forms of obligations and receivables, instruments
and  other  property which at any time constitute all or part of or are included
in  the  proceeds  of  any  of  the  foregoing (collectively, the "Collateral").
The  foregoing  Grant is made in trust to secure the payment of principal of and
interest  on,  and any other amounts owing in respect of, the Notes, equally and
ratably  without  prejudice,  priority  or distinction, and to secure compliance
with  the  provisions  of  this  Indenture,  all  as provided in this Indenture.
The  Indenture  Trustee,  as  Indenture  Trustee on behalf of the Holders of the
Notes,  the  Swap  Counterparty  and  the Note Insurer, acknowledges such Grant,
accepts  the trust under this Indenture in accordance with the provisions hereof
and  agrees  to  perform  its  duties  as  Indenture Trustee as required herein.

                                    ARTICLE I

                                   Definitions

Section  1.01.  Definitions.  For  all  purposes  of  this  Indenture, except as
                -----------
otherwise  expressly  provided  herein or unless the context otherwise requires,
capitalized  terms used but not otherwise defined herein shall have the meanings
assigned  to such terms in Appendix A hereto which are incorporated by reference
herein.  All  other  capitalized  terms  used  herein  shall  have  the meanings
specified  herein.

Section  1.02.  [Reserved].
                ----------

Section  1.03.  Rules  of  Construction.  Unless the context otherwise requires:
                -----------------------

     (i)     a  term  has  the  meaning  assigned  to  it;

     (ii)    an  accounting  term not otherwise defined has the meaning assigned
to it in  accordance  with generally accepted accounting principles as in effect
from  time  to  time;

     (iii)   "or"  is  not  exclusive;

     (iv)    "including"  means  including  without  limitation;

     (v)     words  in  the  singular include the plural and words in the plural
include  the  singular;

     (vi)    any  pronouns  shall  be  deemed  to  cover  all  genders;  and

     (vii)   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

                           Original Issuance of Notes

     Section  2.01.  Form.  The  Notes,  together  with  the Indenture Trustee's
                     ----
certificate  of  authentication, shall be in substantially the form set forth in
Exhibit  A, with such appropriate insertions, omissions, substitutions and other
variations  as  are  required  or  permitted by this Indenture and may have such
letters,  numbers  or  other  marks  of  identification  and  such  legends  or
endorsements  placed thereon as may, consistently herewith, be determined by the
officers executing the Notes, as evidenced by their execution of the Notes.  Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate  reference  thereto  on  the  face  of  the  Note.

The Notes shall be typewritten, printed, lithographed or engraved or produced by
any  combination  of these methods (with or without steel engraved borders), all
as  determined  by the Authorized Officers executing such Notes, as evidenced by
their  execution  of  such  Notes.

The  terms  of  the  Note  set  forth in Exhibit A are part of the terms of this
Indenture.

Section  2.02.  Execution,  Authentication  and  Delivery.  The  Notes  shall be
                -----------------------------------------
executed  on behalf of the Issuer by any of the Authorized Officers of the Owner
Trustee.  The  signature  of  any  such  Authorized  Officer on the Notes may be
manual  or  facsimile.

Notes  bearing  the manual or facsimile signature of individuals who were at any
time  Authorized  Officers  of the Issuer shall bind the Issuer, notwithstanding
that  such  individuals or any of them have ceased to hold such offices prior to
the  authentication  and  delivery of such Notes or did not hold such offices at
the  date  of  such  Notes.

The  Indenture  Trustee shall upon Issuer Request authenticate and deliver Notes
for original issue in an aggregate initial principal amount $1,144,423,000.  The
aggregate  principal  amount  of  Notes  outstanding  at any time may not exceed
$1,144,423,000.

Each  Note  shall  be  dated the date of its authentication.  The Notes shall be
issuable  as  registered  Notes in the minimum initial denominations of $100,000
and  in  integral multiples of $1,000 in excess thereof; provided, however, that
one  Note  may  be  issued  in  a  different  denomination.

No  Note  shall  be  entitled to any benefit under this Indenture or be valid or
obligatory  for  any purpose, unless there appears on such Note a certificate of
authentication  substantially  in  the  form provided for herein executed by the
Indenture  Trustee by the manual signature of one of its authorized signatories,
and  such  certificate  upon any Note shall be conclusive evidence, and the only
evidence,  that  such  Note has been duly authenticated and delivered hereunder.

Section  2.03.  Opinions of Counsel.  On the Closing Date, the Indenture Trustee
                -------------------
shall  have  received:  (i)  an  opinion  of  counsel,  in  form  and  substance
reasonably  satisfactory  to the Indenture Trustee and its counsel, with respect
to  securities  law  matters;  (ii) an opinion of counsel, in form and substance
reasonably  satisfactory  to the Indenture Trustee and its counsel, with respect
to  the  tax  status  of  the arrangement created by the Indenture; and (iii) an
opinion  of counsel to the Issuer, in form and substance reasonably satisfactory
to the Indenture Trustee and its counsel, with respect to the due authorization,
valid  execution  and delivery of this Indenture and with respect to its binding
effect  on  the  Issuer.

                                   ARTICLE III

                                    Covenants

     Section  3.01.  Maintenance  of Accounts; Payments of Notes.  The Indenture
                     -------------------------------------------
Trustee  shall establish and maintain each of the Accounts specified in Sections
5.1  of the Sale and Servicing Agreement.  The Indenture Trustee or other Paying
Agent shall make all payments of principal of and interest on the Notes, subject
to  Section  3.03 and as provided in Section 3.05 herein, from moneys on deposit
in  the  Trustee  Collection  Account.

Section 3.02.  Maintenance of Office or Agency.  The Issuer will maintain in the
               -------------------------------
Borough  of  Manhattan, The City of New York, an office or agency where, subject
to  satisfaction  of  conditions  set forth herein, Notes may be surrendered for
registration  of  transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served.  The Issuer
hereby  initially  appoints  the Indenture Trustee to serve as its agent for the
foregoing  purposes.  If  at any time the Issuer shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address
thereof,  such  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust Office of the Indenture Trustee, and the Issuer hereby appoints
the  Indenture  Trustee as its agent to receive all such surrenders, notices and
demands.

Section  3.03.  Money  for Payments To Be Held in Trust; Paying Agent.  (a)  The
                -----------------------------------------------------
Issuer  will cause each Paying Agent other than the Indenture Trustee to execute
and  deliver  to  the Indenture Trustee an instrument in which such Paying Agent
shall  agree  with  the  Indenture Trustee (and if the Indenture Trustee acts as
Paying  Agent,  it  hereby so agrees), subject to the provisions of this Section
3.03,  that  such  Paying  Agent  will:

(i)     hold  all sums held by it for the payment of amounts due with respect to
the  Notes  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
and  pay  such  sums  to  such  Persons  as  herein  provided;

(ii)     give the Indenture Trustee notice of any default by the Issuer of which
it  has  Actual  Knowledge in the making of any payment required to be made with
respect  to  the  Notes;

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

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

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

The  Issuer  may  at any time, for the purpose of obtaining the satisfaction and
discharge  of this Indenture or for any other purpose, by Issuer Request, direct
any  Paying Agent to pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
as  those  upon  which  the  sums  were held by such Paying Agent; and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released  from  all  further  liability  with  respect  to  such  money.

Subject  to  applicable laws with respect to escheat of funds, any money held by
the Indenture Trustee or any Paying Agent in trust for the payment of any amount
due  with  respect  to any Note and remaining unclaimed for two years after such
amount  has  become  due  and payable shall be discharged from such trust and be
paid  to  the  Issuer  on  Issuer  Request;  and  the  Holder of such Note shall
thereafter,  as  an  unsecured  general  creditor,  look  only to the Issuer for
payment  thereof  (but only to the extent of the amounts so paid to the Issuer),
and  all liability of the Indenture Trustee or such Paying Agent with respect to
such  trust  money  shall thereupon cease; provided, however, that the Indenture
Trustee  or such Paying Agent, before being required to make any such repayment,
shall  at the expense and direction of the Issuer cause to be published once, in
an  Authorized  Newspaper  published  in  the English language, notice that such
money  remains  unclaimed  and that, after a date specified therein, which shall
not  be  less  than  30  days  from  the date of such publication, any unclaimed
balance  of  such  money  then  remaining  will  be  repaid  to the Issuer.  The
Indenture  Trustee  shall also adopt and employ, at the expense and direction of
the  Issuer,  any  other  reasonable  means  of  notification  of such repayment
(including,  but  not  limited  to,  mailing notice of such repayment to Holders
whose  Notes  have  been  called  but  have not been surrendered for purchase or
redemption  or  whose  right  to  or  interest in moneys due and payable but not
claimed  is  determinable  from  the  records of the Indenture Trustee or of any
Paying  Agent,  at  the  last  address  of  record  for  each  such  Holder).

Section  3.04.  Existence.  The  Issuer  will keep in full effect its existence,
                ---------
rights  and  franchises  as  a  business  trust  under  the laws of the State of
Delaware  (unless  it  becomes, or any successor Issuer hereunder is or becomes,
organized  under the laws of any other State or of the United States of America,
in  which  case  the  Issuer  will keep in full effect its existence, rights and
franchises  under  the  laws  of  such  other  jurisdiction) and will obtain and
preserve  its  qualification  to  do business in each jurisdiction in which such
qualification  is  or  shall  be  necessary  to  protect  the  validity  and
enforceability  of  this  Indenture,  the  Notes, the Mortgage Loans, the Pooled
Certificates  and  the  Swap  Agreements  and each other instrument or agreement
included  in  the  Trust  Estate.

Section  3.05.  Payments  of  Principal  and Interest.  The Issuer will duly and
                -------------------------------------
punctually pay the principal of and interest on the Notes in accordance with the
terms  of  the  Notes,  this  Indenture  and  the  Sale and Servicing Agreement.
Without  limiting  the  foregoing,  subject  to Section 8.02(b), the Issuer will
cause to be distributed all amounts on deposit in the Trustee Collection Account
on a Payment Date deposited therein pursuant to the Sale and Servicing Agreement
for  the  benefit  of the Notes, to the Noteholders.   Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or
principal  shall  be  considered  as  having  been  paid  by  the Issuer to such
Noteholder  for  all  purposes  of  this  Indenture.

Section  3.06.  Protection  of  Trust Estate.  (a)  The Issuer will from time to
                ----------------------------
time  prepare  (or  shall  cause  to  be prepared), execute and deliver all such
supplements  and  amendments  hereto  and  all  such  financing  statements,
continuation statements, instruments of further assurance and other instruments,
and  will  take  such  other  action  necessary  or  advisable  to:

     (i)     maintain  or  preserve  the  lien  and  security  interest (and the
priority  thereof)  of this Indenture or carry out more effectively the purposes
hereof;

     (ii)    perfect,  publish  notice  of  or protect the validity of any Grant
made  or  to  be  made  by  this  Indenture;

     (iii)   enforce  any  of  the  Mortgage Loans, the Pooled Certificates, the
Swap  Agreements  or  the  other  Collateral;  or

     (iv)    preserve and defend title to the Trust Estate and the rights of the
Indenture  Trustee,  the Swap Counterparty, the Note Insurer and the Noteholders
in  such  Trust  Estate  against  the  claims  of  all  persons  and  parties.

     (b)     Except as otherwise provided in the Sale and Servicing Agreement or
this  Indenture, the Indenture Trustee shall not remove any portion of the Trust
Estate  that  consists of money or is evidenced by an instrument, certificate or
other writing from the jurisdiction in which it was held at the date of the most
recent  opinion  of  counsel  delivered  pursuant  to  Section 3.07 (or from the
jurisdiction  in  which  it  was  held  as  described  in the opinion of counsel
delivered  at  the  Closing  Date  pursuant to Section 3.07(a), if no opinion of
counsel  has  yet been delivered pursuant to Section 3.07(b)) unless the Trustee
shall  have first received an opinion of counsel to the effect that the lien and
security  interest  created by this Indenture with respect to such property will
continue  to  be  maintained  after  giving  effect  to  such action or actions.

The  Issuer  hereby  designates  the  Indenture  Trustee  its  agent  and
attorney-in-fact  to  execute any financing statement, continuation statement or
other  instrument  required  to  be  executed  pursuant  to  this  Section 3.06.

Section  3.07.  Opinions  as  to  Trust  Estate.  (a)  On  the Closing Date, the
                -------------------------------
Issuer shall furnish to the Indenture Trustee and the Note Insurer an opinion of
counsel  either  stating  that,  in the opinion of such counsel, such action has
been  taken with respect to the delivery of the Mortgage Notes, the recording of
the  Assignments  of  Mortgage  (as and if required under the Sale and Servicing
Agreement),  the  recording  and  filing  of  this  Indenture,  any  indentures
supplemental  hereto, and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements, as
are  necessary  to  perfect and make effective the lien and security interest of
this  Indenture and reciting the details of such action, or stating that, in the
opinion  of  such  counsel,  no  such  action is necessary to make such lien and
security  interest  effective.

(b)     On  or before September 30 in each calendar year, beginning in 1999, the
Issuer  shall  furnish or cause the Servicer to furnish to the Indenture Trustee
and  the  Note Insurer an opinion of counsel at the expense of the Issuer either
stating  that,  in  the opinion of such counsel, such action has been taken with
respect  to  the recording, filing, re-recording and refiling of this Indenture,
any  indentures  supplemental  hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and continuation
statements as is necessary to maintain the lien and security interest created by
this  Indenture  and  reciting the details of such action or stating that in the
opinion  of  such  counsel no such action is necessary to maintain such lien and
security  interest.  Such  opinion of counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto  and  any  other  requisite documents and the execution and filing of any
financing  statements  and  continuation statements that will, in the opinion of
such  counsel,  be  required  to maintain the lien and security interest of this
Indenture  until  September  30  in  the  following  calendar  year.

Section  3.08.  [Reserved]
                 --------

Section  3.09.  Performance  of  Obligations; Sale and Servicing Agreement.  (a)
                ----------------------------------------------------------
The  Issuer  will  punctually  perform  and  observe  all of its obligations and
agreements  contained  in  this  Indenture, the other Basic Documents and in the
instruments  and  agreements  included in the Trust Estate.  Except as otherwise
expressly  provided  therein,  the  Issuer  shall  not  waive,  amend,  modify,
supplement  or  terminate  any  Basic Document, including without limitation the
Sale and Servicing Agreement or any provision thereof without the consent of the
Indenture  Trustee and the Note Insurer or the Holders of at least a majority of
the  Class  Principal  Balance  of the Notes, the Servicer and the Note Insurer.
Upon  the  taking  of  any  such  action with respect to any Basic Document, the
Issuer  shall  give  written  notice  thereof  to  the  Rating  Agencies.

     (b)     The  Issuer  may  contract  with  other  Persons  to  assist  it in
performing  its  duties under this Indenture, and any performance of such duties
by  a  Person identified to the Indenture Trustee in an Officer's Certificate of
the  Issuer  shall  be  deemed to be action taken by the Issuer.  Initially, the
Issuer  has  contracted with the Servicer to assist the Issuer in performing its
duties  under  this  Indenture.

     (c)     The  Issuer  will  not  take  any action or permit any action to be
taken by others  which  would  release  any  Person  from  any  of such Person's
material covenants  or  obligations  under  any of the documents relating to the
Mortgage  Loans,  the  Pooled  Certificates and the Swap Agreements or under any
Instrument included in the Trust Estate, or which would result in the amendment,
hypothecation,  subordination,  termination  or  discharge  of,  or  impair  the
validity  or  effectiveness  of,  any  of the documents relating to the Mortgage
Loans,  the  Pooled Certificates and the Swap Agreements or any such instrument,
except  such  actions as the Servicer is expressly permitted to take in the Sale
and  Servicing  Agreement.

     (d)     If  the Issuer shall have knowledge of the occurrence of a Servicer
Termination  Event,  the  Issuer shall promptly notify the Indenture Trustee and
the  Note  Insurer thereof, and shall specify in such notice the action, if any,
the  Issuer  is  taking  in respect of such Servicer Termination Event.  If such
Servicer  Termination  Event  arises from the failure of the Servicer to perform
any  of  its  duties  or obligations under the Sale and Servicing Agreement, the
Issuer  may remedy such failure.  So long as any such Servicer Termination Event
shall  be  continuing,  the  Indenture  Trustee,  with  the  consent of the Note
Insurer,  may  exercise  its  remedies  set forth in Section 7.1 of the Sale and
Servicing  Agreement.  Unless  granted  or  permitted by the Note Insurer or the
Holders  of the Notes to the extent provided above, the Issuer may not waive any
such  Servicer  Termination  Event  or  terminate  the  rights and powers of the
Servicer  under  the  Sale  and  Servicing  Agreement.

     (e)     Upon  any  termination of the Servicer's rights and powers pursuant
to Section  7.1  of  the Sale and Servicing Agreement, the Indenture Trustee, in
consultation  with  the Issuer, shall appoint a successor servicer acceptable to
the  Note Insurer, and such successor servicer shall accept its appointment by a
written assumption in a form acceptable to the Indenture Trustee, the Issuer and
the Note Insurer.  In the event that a successor servicer has not been appointed
and  accepted  its  appointment  at  the time when the Servicer ceases to act as
servicer,  the  Indenture  Trustee without further action shall automatically be
appointed  the successor servicer in accordance with Section 7.1 of the Sale and
Servicing Agreement.  The Indenture Trustee may resign as the Servicer by giving
written  notice  of  such  resignation to the Issuer and the Note Insurer and in
such event will be released from such duties and obligations, such release to be
effective  on  the  date  a successor servicer enters into a servicing agreement
with  the  Issuer  as  provided  below.  Upon delivery of any such notice to the
Issuer,  the  Issuer  shall  obtain  a  successor  servicer, satisfactory in all
respects to the Indenture Trustee and the Note Insurer, which shall enter into a
servicing agreement with the Issuer and the Indenture Trustee, such agreement to
be  not  less  favorable  to the Note Insurer in its reasonable judgment, or the
Noteholders  if  a  Note  Insurer Default shall have occurred and be continuing,
than  the  Sale  and Servicing Agreement in any material respect.  If, within 30
days  after  the  delivery of the notice referred to above, the Issuer shall not
have obtained such successor servicer, the Indenture Trustee may appoint, or may
petition  a  court  of  competent  jurisdiction to appoint, a successor servicer
acceptable  to  the  Note  Insurer to service the Mortgage Loans.  In connection
with  any  such  appointment,  the  Indenture  Trustee, in consultation with the
Issuer,  may make such arrangements for the compensation of such successor as it
and  such  successor  shall  agree, and the Issuer shall enter into an agreement
with  such  successor for the servicing of the Mortgage Loans, such agreement to
be  substantially  similar  to  the  Sale  and  Servicing Agreement or otherwise
acceptable  to  the  Note  Insurer;  provided  that any such compensation of the
successor  servicer unless otherwise agreed to by the Note Insurer, shall not be
in  excess  of  the  Servicing  Fee  payable  to the Servicer under the Sale and
Servicing  Agreement.  If  the Indenture Trustee shall succeed to the Servicer's
duties  as  servicer of the Mortgage Loans as provided herein, it shall do so in
its  individual  capacity  and  not  in  its  capacity  as  Indenture  Trustee.

     (f)     Without  derogating  from  the  absolute  nature  of the assignment
granted  to  the  Indenture  Trustee  under  this Indenture or the rights of the
Indenture  Trustee  hereunder,  the  Issuer agrees that it will not, without the
prior  written  consent  of  the  Indenture Trustee and the Note Insurer, or the
Noteholders  of  at  least  a  majority in Class Principal Balance of the Notes,
amend,  modify,  waive,  supplement,  terminate  or  surrender,  or agree to any
amendment,  modification,  supplement,  termination, waiver or surrender of, the
terms  of  any  Collateral  or  the  other Basic Documents, except to the extent
otherwise  provided  in  this  Indenture or the Sale and Servicing Agreement, or
waive  timely  performance  or  observance by the Servicer, the Depositor or the
Issuer  under  the  Sale and Servicing Agreement; provided however, that no such
amendment  shall  (i)  increase  or  reduce  in  any  manner  the  amount of, or
accelerate  or  delay  the timing of, distributions that are required to be made
for  the  benefit of the Noteholders, or (ii) reduce the aforesaid percentage of
the  Notes  which  is  required  to  consent  to any such amendment, without the
consent  of  all  of  the  Noteholders.  If  any  such  amendment, modification,
supplement  or  waiver shall be so consented to by the Indenture Trustee and the
Note  Insurer  or such Noteholders, the Issuer agrees, to execute and deliver in
furtherance  of  such  amendment, modification, supplement or waiver, in its own
name  and  at  its own expense, such agreements, instruments, consents and other
documents  as  the  Indenture  Trustee  may deem necessary or appropriate in the
circumstances.

Section  3.10.  Negative  Covenants.  So  long as any Notes are Outstanding, the
                -------------------
Issuer  shall  not:

     (i)     except  as expressly permitted by this Indenture or any other Basic
Document,  sell,  transfer,  exchange  or otherwise dispose of the Trust Estate,
unless  directed to do so by the Indenture Trustee with the approval of the Note
Insurer;

     (ii)    claim  any  credit  on, or make any deduction from the principal or
interest (including any LIBOR Interest Carryover Amounts) payable in respect of,
the  Notes  (other  than  amounts properly withheld from such payments under the
Code  or applicable state law) or assert any claim against any present or former
Noteholder  by  reason  of  the payment of the taxes levied or assessed upon any
part  of  the  Trust  Estate;

     (iii)   (A)  permit  the  validity or effectiveness of this Indenture to be
impaired,  or  permit  the  lien  of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any  covenants  or  obligations  with  respect to the Notes under this Indenture
except  as  may  be  expressly  permitted  hereby,  (B) permit any lien, charge,
excise,  claim, security interest, mortgage or other encumbrance (other than the
lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden  the  Trust  Estate  or  any  part thereof or any interest therein or the
proceeds thereof (other than tax liens or other liens that arise by operation of
law,  in  each  case  solely as a result of an action or omission of the related
obligor,  and  other  than as expressly permitted by the Basic Documents) or (C)
permit  the  lien  of  this  Indenture  not to constitute a valid first priority
security  interest  in  the  Trust  Estate;  or

     (iv)    except  as  contemplated  by  the  Basic  Documents,  dissolve  or
liquidate  in  whole  or  in  part.

Section  3.11.  Annual  Statement as to Compliance.  The Issuer will deliver (or
                ----------------------------------
cause  the  Servicer to deliver to) the Indenture Trustee, within 120 days after
the  end  of  each  calendar  year  (commencing with the calendar year 1999), an
Officer's  Certificate  stating,  as  to  the  Authorized  Officer  signing such
Officer's  Certificate,  that:

     (i)     a  review  of  the activities of the Issuer (or the Servicer on the
Issuer's  behalf)  during  such year and of its performance under this Indenture
has  been  made  under  such  Authorized  Officer's  supervision;  and

     (ii)    to  the  best of such Authorized Officer's knowledge, based on such
review,  the  Issuer  (or the Servicer on the Issuer's behalf) has complied with
all  conditions  and covenants under this Indenture throughout such year, or, if
there  has been a default in its compliance with any such condition or covenant,
specifying each such default known to such Authorized Officer and the nature and
status  thereof.

Section  3.12.  Recording  of Assignments.  The Issuer shall (or shall cause the
                -------------------------
Depositor  to)  exercise  its  right  under  the  Collateral Sale Agreement with
respect  to  the obligation of the Seller to submit or cause to be submitted for
recording  all Assignments of Mortgages (in and to the extent required under the
Sale  and  Servicing  Agreement)  within  one  year  after  the  Closing  Date.

Section  3.13.  Representations  and  Warranties Concerning the Collateral.  The
                ----------------------------------------------------------
Issuer  has  pledged  to  the  Indenture  Trustee  all  of  its rights under the
Collateral Sale Agreement and the Sale and Servicing Agreement and the Indenture
Trustee has the benefit of the representations and warranties made by the Seller
and  the  Depositor in such documents concerning the Collateral and the right to
enforce  any remedy against the Seller or the Depositor, as applicable, provided
in  the  Collateral  Sale  Agreement  and  the  Sale and Servicing Agreement, as
applicable,  to  the  same  extent as though such representations and warranties
were  made  directly  to  the  Indenture  Trustee.

Section  3.14.  Indenture  Trustee's  Review  of  Files.  The  Indenture Trustee
                ---------------------------------------
agrees,  for  the  benefit  of the holders of the Notes and the Note Insurer, to
review the Files as provided in Section 2.2 of the Sale and Servicing Agreement.

Section  3.15.  Trust  Estate;  Related  Documents.  (a)  When  required  by the
                ----------------------------------
provisions  of this Indenture or the Sale and Servicing Agreement, the Indenture
Trustee  shall  execute  instruments  to  release property from the lien of this
Indenture,  or  convey the Indenture Trustee's interest in the same, in a manner
and  under  circumstances which are not inconsistent with the provisions of this
Indenture  or  the  Sale  and  Servicing  Agreement.  No  party  relying upon an
instrument  executed  by  the  Indenture Trustee as provided in this Article III
shall  be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction  of  any  conditions  precedent  or  see  to the application of any
moneys.

(b)     In  order  to  facilitate  the  servicing  of  the  Mortgage  Loans, the
Indenture  Trustee authorizes the Servicer in the name and on behalf of both the
Indenture  Trustee  and  the  Issuer,  to  perform  the  Servicer's  duties  and
obligations  under  the  Sale  and Servicing Agreement and the Indenture Trustee
agrees  to  perform  its  obligations  thereunder  in  accordance with the terms
thereof.

(c)     The  Indenture  Trustee  shall,  at  such  time  as  there  are no Notes
Outstanding  and  no  amounts  due to the Note Insurer, release all of the Trust
Estate  to  the  Issuer  (other  than any cash held for the payment of the Notes
pursuant  to  Sections  3.03  or  4.10),  subject, however, to the rights of the
Indenture  Trustee  under  Section  6.07.

Section  3.16.  Amendments  to  Sale  and  Servicing  Agreement.  The  Indenture
                -----------------------------------------------
Trustee  may  enter  into  any amendment or supplement to the Sale and Servicing
Agreement  only  in  accordance  with  Section  9.1  of  the  Sale and Servicing
Agreement.  The  Indenture Trustee may, in its discretion, decline to enter into
or  consent  to  any  such  supplement or amendment if its own rights, duties or
immunities  shall  be  adversely  affected.

Section  3.17.  Servicer  as  Agent and Bailee of Indenture Trustee.  Solely for
                ---------------------------------------------------
purposes  of  perfection  under  Section 9-305 of the Uniform Commercial Code or
other  similar  applicable  law,  rule  or regulation of the state in which such
property  is held by the Servicer or a Subservicer, the Indenture Trustee hereby
acknowledges that the Servicer or Subservicer, as applicable, is acting as agent
and  bailee  of  the  Indenture  Trustee  in  holding  amounts on deposit in the
Servicer  Collection  Account  or  related  Subservicer  Principal  and Interest
Accounts,  as  the case may be,  pursuant to Sections 4.2 (a) and 4.3 (a) of the
Sale  and  Servicing  Agreement,  as well as its agent and bailee in holding any
documents  released  to  the Servicer or Subservicer, as applicable, pursuant to
the Sale and Servicing Agreement, and any other items constituting a part of the
Trust Estate which from time to time come into the possession of the Servicer or
Subservicer,  as  the  case  may  be.  It  is  intended  that, by the Servicer's
execution  and  delivery  of  the  Sale  and  Servicing Agreement, the Indenture
Trustee,  as  a  secured  party,  will  be  deemed  to  have  possession of such
documents, such moneys and such other items for purposes of Section 9-305 of the
Uniform  Commercial  Code  of  the  state  in which such property is held by the
Servicer.

Section  3.18.  Investment  Company  Act.  The  Issuer  shall  not  become  an
                ------------------------
"investment  company"  or under the "control" of an "investment company" as such
terms  are  defined  in  the  Investment Company Act of 1940, as amended (or any
successor  or  amendatory  statute),  and  the  rules and regulations thereunder
(taking  into  account  not  only the general definition of the term "investment
company"  but  also  any  available  exceptions  to  such  general  definition);
provided, however, that the Issuer shall be in compliance with this Section 3.18
if  it  shall  have  obtained  an  order  exempting  it  from  regulation  as an
"investment  company" so long as it is in compliance with the conditions imposed
in  such  order.

Section  3.19.  Issuer  May  Consolidate, etc., Only on Certain Terms.  (a)  The
                -----------------------------------------------------
Issuer  shall  not  consolidate  or merge with or into any other Person, unless:

     (i)     the  Person  (if other than the Issuer) formed by or surviving such
consolidation  or merger shall be a Person organized and existing under the laws
of  the  United  States  of America or any State or the District of Columbia and
shall  expressly  assume,  by  an  indenture  supplemental  hereto, executed and
delivered  to  the  Indenture  Trustee,  in  form reasonably satisfactory to the
Indenture  Trustee  and  the  Note  Insurer, the due and punctual payment of the
principal  of  and  interest (including LIBOR Interest Carryover Amounts) on all
Notes  and Certificates and the performance or observance of every agreement and
covenant  of  this  Indenture  on  the  part  of  the  Issuer to be performed or
observed,  all  as  provided  herein;

     (ii)    immediately  after giving effect to such transaction, no Default or
Event  of  Default  shall  have  occurred  and  be  continuing;

     (iii)   each  of  the  Rating  Agencies shall have notified the Issuer that
such  transaction  shall  not  cause  the  rating  of  the  Notes to be reduced,
suspended  or  withdrawn  or  to be considered by such Rating Agency to be below
investment  grade  without  taking  into  account  the  Note  Insurance  Policy;

     (iv)    the  Issuer  shall  have  received an opinion of counsel (and shall
have delivered  copies thereof to the Indenture Trustee and the Note Insurer) to
the effect  that  such transaction will not have any material adverse Federal or
relevant  state  tax  consequence  to  the  Issuer,  any  Noteholder  or  any
Certificateholder;

     (v)     the  Note  Insurer shall have provided written consent with respect
to such  transaction;

     (vi)    any  action  that  is  necessary  to maintain the lien and security
interest  created  by  this  Indenture  shall  have  been  taken;  and

     (vii)   the  Issuer  shall  have delivered to the Indenture Trustee and the
Note Insurer  an  Officer's  Certificate  and an opinion of counsel each stating
that such  consolidation  or  merger and such supplemental indenture comply with
this  Article  III  and  that  all  conditions  precedent herein provided for or
relating  to  such  transaction  have  been  complied with (including any filing
required  by  the  Exchange  Act).

(b)     The  Issuer  shall  not  convey or transfer all or substantially all its
properties  or  assets,  including  those  included  in the Trust Estate, to any
Person,  unless:

     (i)     the  Person  that acquires by conveyance or transfer the properties
and  assets  of  the  Issuer  the  conveyance  or  transfer  of  which is hereby
restricted  shall  (A)  be  a  United  States  citizen or a Person organized and
existing  under  the  laws  of  the United States of America or any State or the
District  of  Columbia,  (B)  expressly  assumes,  by  an indenture supplemental
hereto,  executed  and  delivered  to  the Indenture Trustee, in form reasonably
satisfactory to the Indenture Trustee and the Note Insurer, the due and punctual
payment  of  the  principal  of and interest (including LIBOR Interest Carryover
Amounts)  on  all Notes and the performance or observance of every agreement and
covenant  of  this  Indenture  on  the  part  of  the  Issuer to be performed or
observed,  all  as  provided  herein,  (C)  expressly  agrees  by  means of such
supplemental  indenture  that  all  right,  title  and  interest  so conveyed or
transferred  shall  be  subject  and subordinate to the rights of Holders of the
Notes,  and  (D)  unless  otherwise  provided  in  such  supplemental indenture,
expressly  agrees  to indemnify, defend and hold harmless the Issuer against and
from  any  loss, liability or expense arising under or related to this Indenture
and  the  Notes;

     (ii)    immediately  after giving effect to such transaction, no Default or
Event  of  Default  shall  have  occurred  and  be  continuing;

     (iii)   each  Rating  Agency  shall  have  notified  the  Issuer  that such
transaction  shall not cause the rating of the Notes to be reduced, suspended or
withdrawn  without  taking  into  account  the  Note  Insurance  Policy;

     (iv)    the  Issuer  shall  have  received an opinion of counsel (and shall
have delivered  copies thereof to the Indenture Trustee and the Note Insurer) to
the effect  that  such transaction will not have any material adverse Federal or
relevant  State  tax  consequence  to  the  Issuer,  any  Noteholder  or  any
Certificateholder;

     (v)     the  Note  Insurer shall have provided written consent with respect
to  such  transaction;

     (vi)    any  action  that  is  necessary  to maintain the lien and security
interest  created  by  this  Indenture  shall  have  been  taken;  and

     (vii)   the  Issuer  shall  have delivered to the Indenture Trustee and the
Note  Insurer  an  Officer's  Certificate and an opinion of counsel each stating
that such  conveyance  or  transfer  and such supplemental indenture comply with
this  Article III and that all conditions precedent herein provided for relating
to  such  transaction  have  been  complied  with.

Section  3.20.  Successor  or Transferee.  (a)  Upon any consolidation or merger
                ------------------------
of  the  Issuer  in  accordance  with  Section  3.19(a), the Person formed by or
surviving  such consolidation or merger (if other than the Issuer) shall succeed
to,  and  be  substituted  for,  and  may exercise every right and power of, the
Issuer  under  this  Indenture  with  the same effect as if such Person had been
named  as  the  Issuer  herein.

(b)     Upon  a conveyance or transfer of all or substantially all of the assets
and  properties  of  the  Issuer pursuant to Section 3.19(b), the Issuer will be
released  from  every covenant and agreement of this Indenture to be observed or
performed  on  the part of the Issuer with respect to the Notes immediately upon
the delivery of written notice to the Indenture Trustee that the Issuer is to be
so  released.

Section  3.21.  No  Other Business.  The Issuer shall not engage in any business
                ------------------
other  than  (A)  financing,  purchasing,  owning  and  selling and managing the
Collateral,  (B)  issuing  the  Notes  and  the Certificates and making payments
thereon and (C) issuing the Purchase Options, each in the manner contemplated by
this  Indenture,  the  Trust  Agreement  and  the  other Basic Documents and all
activities  that  are  necessary,  suitable  or  convenient  to  accomplish  the
foregoing  or  are  incidental  thereto  or  connected  therewith  or  that  are
contemplated  or  required  by  this  Indenture  or  the  other Basic Documents.

Section  3.22.  No  Borrowing.  The  Issuer  shall  not  issue,  incur,  assume,
                -------------
guarantee  or  otherwise  become  liable,  directly  or  indirectly,  for  any
indebtedness  except  for  the  Notes.

Section  3.23.  Guarantees,  Loans,  Advances  and Other Liabilities.  Except as
                ----------------------------------------------------
contemplated by this Indenture, the Issuer shall not make any loan or advance or
credit  to,  or guarantee (directly or indirectly or by an instrument having the
effect  of  assuring  another's  payment  or  performance  on  any obligation or
capability  of  so doing or otherwise), endorse or otherwise become contingently
liable,  directly  or  indirectly, in connection with the obligations, stocks or
dividends  of, or own, purchase, repurchase or acquire (or agree contingently to
do  so)  any  stock, obligations, assets or securities of, or any other interest
in,  or  make  any  capital  contribution  to,  any  other  Person.

Section  3.24.  Capital Expenditures.  The Issuer shall not make any expenditure
                --------------------
(by long-term or operating lease or otherwise) for capital assets (either realty
or  personalty).

Section  3.25.  [Reserved]
                 --------

Section  3.26.  Restricted  Payments.  The  Issuer  shall  not,  directly  or
                --------------------
indirectly,  (i)  pay  any  dividend  or  make any distribution (by reduction of
capital  or  otherwise),  whether in cash, property, securities or a combination
thereof,  to  the  Owner  Trustee  or  any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in  or  of  the  Issuer,  (ii) redeem, purchase, retire or otherwise acquire for
value  any  such  ownership or equity interest or security or (iii) set aside or
otherwise  segregate  any  amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (w) distributions to the Owner Trustee
and  the  Certificateholders  as  contemplated  by,  and to the extent funds are
available  for such purpose under the Trust Agreement and the Sale and Servicing
Agreement,  (x)  payment  to  the Servicer pursuant to the terms of the Sale and
Servicing  Agreement  and  (y)  payments  to  the  Indenture Trustee pursuant to
Section  5.2  of  the  Sale  and  Servicing  Agreement  and  (z) payments to the
Indenture  Trustee for deposit in the Reserve Account as provided in Section 5.7
of  the  Sale  and  Servicing  Agreement.  The  Issuer  will  not,  directly  or
indirectly,  make  payments  to  or  distributions  from  the Trustee Collection
Account  except in accordance with this Indenture and the other Basic Documents.

Section  3.27.  Notice  of Events of Default. Upon Actual Knowledge thereof, the
                ----------------------------
Issuer  shall  give  the  Indenture  Trustee,  the  Note  Insurer and the Rating
Agencies  prompt written notice of each Event of Default hereunder and under the
Sale  and  Servicing  Agreement  and  the  Trust  Agreement.

Section  3.28.  Further  Instruments  and  Acts.  Upon  request of the Indenture
                -------------------------------
Trustee  or  the  Note Insurer, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry  out  more  effectively  the  purpose  of  this  Indenture.

Section  3.29.  Statements  to Noteholders.  The Indenture Trustee shall forward
                --------------------------
by  mail  to  each  Noteholder and the Note Insurer the statement prepared by it
pursuant to Section 5.4(a) of the Sale and Servicing Agreement and the statement
delivered  to it pursuant to Section 5.4(b) of the Sale and Servicing Agreement.

Section  3.30.  [Reserved].

Section 3.31.  Determination of Note Rate.  Until the Class Principal Balance of
               --------------------------
the  Notes has been reduced to zero, the Indenture Trustee shall determine LIBOR
and  the Note Rate for each Accrual Period as provided in the Sale and Servicing
Agreement.

Section  3.32.  Payments under the Note Insurance Policy.  The Indenture Trustee
                ----------------------------------------
on  behalf of the Noteholders shall make a draw on the Note Insurance Policy, as
provided  in  Section  5.02(c)  of  the  Sale  and  Servicing  Agreement.

Section  3.33.  Payment  Under  the  Swap  Agreements:  The Indenture Trustee on
                -------------------------------------
behalf  of  the  Noteholders,  the Note Insurer and the Certificateholders shall
verify  with  the  Swap Counterparty that the amounts to be paid and the amounts
being  received  under  the  Swap  Agreements  are  correct.

Section  3.34.  Exercise  of Rights as Registered Holder of Pooled Certificates.
                ---------------------------------------------------------------
If  at  any  time  the Indenture Trustee, as the registered holder of the Pooled
Certificates,  is  asked  to  exercise  a  right  to vote inherent in any Pooled
Certificate  or  to take any action or give any consent, approval or waiver with
respect  to  such  Pooled  Certificate  or  the related agreement, the Indenture
Trustee  shall,  subject  to  the  rights of the Note Insurer as conferred under
Section  11.07 hereof, promptly notify all of the Noteholders of such request in
writing,  requesting  direction from such Noteholders as to the course of action
the  Indenture  Trustee should take.  The Indenture Trustee shall furnish copies
to  the Holders of any request or other notice requiring action by, and received
by  the  Indenture  Trustee as, registered holder of any Pooled Certificate, and
shall  act  in  accordance  with  the written directions of Holders of the Notes
evidencing  a  majority  of  the  Class Principal Balances of the Notes.  In the
absence  of  such  directions,  the  Indenture  Trustee  may,  but shall have no
obligation  to, take such action as it may determine in its absolute discretion.
Except  as  so  provided,  the Indenture Trustee shall have no responsibility to
monitor  or  regulate on behalf of the Holders the exercise by any Person of its
rights  under the trust agreement relating to the Pooled Certificates, including
any  right to amend or terminate such trust agreement, nor any responsibility to
monitor  or  regulate  the  liquidation  of  mortgage  loans or other collateral
pursuant  to  such  trust  agreement.

                                   ARTICLE IV

               The Notes; Satisfaction and Discharge of Indenture

Section  4.01.  The  Notes.  The  Notes  shall  be registered in the name of the
                ----------
Noteholders.  The  Notes  shall, on original issue, be executed on behalf of the
Issuer  by the Owner Trustee, not in its individual capacity but solely as Owner
Trustee,  authenticated  by  the  Note  Registrar and delivered by the Indenture
Trustee  to  or  upon  the  order  of  the  Issuer.

     Section  4.02.  Registration of and Limitations on Transfer and Exchange of
                     -----------------------------------------------------------
Notes;  Appointment  of  Note  Registrar.  The  Issuer  shall cause to be kept a
----------------------------------------
register  (the "Note Register") in which, subject to such reasonable regulations
as  it may prescribe, the Issuer shall provide for the registration of Notes and
the  registration  of  transfers of Notes.  The Indenture Trustee shall be "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided.  Upon any resignation of any Note Registrar, the Issuer shall promptly
appoint a successor or, if it elects not to make such an appointment, assume the
duties  of  Note  Registrar.

     If  a Person other than the Indenture Trustee is appointed by the Issuer as
Note Registrar, the Issuer will give the Indenture Trustee prompt written notice
of the appointment of such Note Registrar and of the location, and any change in
the  location,  of  the  Note Register, and the Indenture Trustee shall have the
right  to inspect the Note Register at all reasonable times and to obtain copies
thereof,  and  the  Indenture  Trustee  shall  have  the  right  to  rely upon a
certificate  executed  on  behalf of the Note Registrar by an Authorized Officer
thereof  as  to  the  names  and  addresses of the Noteholders and the principal
amounts  and  number  of  such  Notes.

Subject  to the restrictions and limitations set forth below, upon surrender for
registration  of  transfer  of  any  Note  at  the Corporate Trust Office of the
Indenture  Trustee,  the  Indenture  Trustee  shall make provision to obtain the
signature  of  the  Owner  Trustee  on  such  Note, which may be in facsimile or
photostatic  reproduction  form,  and  the Note Registrar shall authenticate and
deliver,  in  the  name of the designated transferee or transferees, one or more
new  Notes  in  authorized denominations evidencing the same aggregate principal
amount.

Subject  to  the  foregoing,  at  the  option  of  the Noteholders, Notes may be
exchanged  for  other  Notes  of  like  tenor  or,  in  each  case in authorized
denominations  evidencing  the same aggregate principal amount upon surrender of
the  Notes  to be exchanged at the Corporate Trust Office of the Note Registrar.
Whenever  any Notes are so surrendered for exchange, the Indenture Trustee shall
execute  and  the  Note Registrar shall authenticate and deliver the Notes which
the Noteholder making the exchange is entitled to receive.  Every Note presented
or  surrendered  for registration of transfer or exchange shall be duly endorsed
by,  or  be accompanied by a written instrument of transfer in form satisfactory
to  the  Indenture  Trustee  duly  executed  by  the  Noteholder thereof or such
Noteholder's attorney duly authorized in writing, with such signature guaranteed
by  an  "eligible  guarantor  institution"  meeting the requirements of the Note
Registrar,  which requirements include membership or participation in Securities
Transfer  Agent's Medallion Program ("STAMP") or such other "signature guarantee
program"  as  may  be  determined  by  the  Note Registrar in addition to, or in
substitution  for,  STAMP,  all  in  accordance  with  the  Exchange  Act.

No  service charge shall be made for any registration of transfer or exchange of
Notes, but the Note Registrar shall require payment of a sum sufficient to cover
any  tax  or  governmental  charge  that  may  be imposed in connection with any
registration  of  transfer  or  exchange  of  Notes.

All  Notes  surrendered  for  registration  of  transfer  and  exchange shall be
cancelled  by  the  Note  Registrar  and  delivered to the Indenture Trustee for
subsequent  destruction  without  liability  on  the  part  of  either.

Each  transferee  of  a  Note  shall  be required to represent that it is not an
employee  benefit plan, retirement arrangement, individual retirement account or
Keogh  plan subject to either Title I of the Employee Retirement Income Security
Act  of  1974, as amended, or Section 4975 of the Internal Revenue Code of 1986,
as  amended,  or an entity (including insurance company general accounts ) whose
underlying  assets  include  plan assets by reason of the investment by any such
plan,  arrangement  or  account  in  such entity, unless the proposed transferee
provides  a  representation  to  the  Indenture  Trustee  and  the Issuer, which
representation shall be in form and substance satisfactory to the Issuer, to the
effect  that  an  individual or class prohibited transaction exemption including
but  not limited to Department of Labor Prohibited Transaction Exemption ("PTE")
84-14  (Class  Exemption  for  Plan Asset Transactions Determined by Independent
Qualified  Professional  Asset Managers); PTE 91-38 (Class Exemption for Certain
Transactions  Involving  Bank  Collective  Investment  Funds);  PTE  90-1 (Class
Exemption  for  Certain Transactions Involving Insurance Company Pooled Separate
Accounts),  PTE  95-60  (Class  Exemption  for  Certain  Transactions  Involving
Insurance  Company  General  Accounts), and PTCE 96-23 (Class Exemption for Plan
Asset  Transactions  Determined  by  In-House  Asset Managers) will apply to the
proposed  transfer  and/or  holding  of  a Note.  The Indenture Trustee shall be
entitled to conclusively rely on any such certificate provided to it.  Each Note
shall  bear  the  legend  referring  to  the foregoing restrictions contained in
Section  4.07(b).

Section 4.03.  Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated
               ------------------------------------------
Note  is surrendered to the Indenture Trustee, or the Indenture Trustee receives
evidence  to its satisfaction of the destruction, loss or theft of any Note, and
(ii)  there  is delivered to the Indenture Trustee such security or indemnity as
may  be  required  by  it to hold the Issuer and the Indenture Trustee harmless,
then,  in  the  absence  of  notice  to  the  Issuer,  the Note Registrar or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser, the
Owner  Trustee  shall  execute, and upon its request the Indenture Trustee shall
authenticate  and  deliver,  in  exchange  for or in lieu of any such mutilated,
destroyed,  lost  or stolen Note, a replacement Note; provided, however, that if
any  such  destroyed,  lost or stolen Note, but not a mutilated Note, shall have
become  or within seven days shall be due and payable, or shall have been called
for  purchase  or  redemption, instead of issuing a replacement Note, the Issuer
may  pay  such  destroyed,  lost  or  stolen Note when so due or payable without
surrender  thereof.  If,  after the delivery of such replacement Note or payment
of  a  destroyed,  lost  or stolen Note pursuant to the proviso to the preceding
sentence,  a  bona  fide  purchaser  of  the original Note in lieu of which such
replacement  Note was issued presents for payment such original Note, the Issuer
and the Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or
any assignee of such Person, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection  therewith.

Upon  the  issuance  of any replacement Note under this Section 4.03, the Issuer
may  require the payment by the Holder of such Note of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any  other reasonable expenses (including the fees and expenses of the Indenture
Trustee)  connected  therewith.

Every  replacement  Note  issued pursuant to this Section 4.03 in replacement of
any  mutilated,  destroyed,  lost  or  stolen  Note shall constitute an original
additional  contractual  obligation of the Issuer, whether or not the mutilated,
destroyed,  lost  or stolen Note shall be at any time enforceable by anyone, and
shall  be  entitled  to  all  the  benefits  of  this  Indenture  equally  and
proportionately  with  any  and  all  other  Notes  duly  issued  hereunder.

The  provisions  of  this  Section 4.03 are exclusive and shall preclude (to the
extent  lawful) all other rights and remedies with respect to the replacement or
payment  of  mutilated,  destroyed,  lost  or  stolen  Notes.

Section 4.04.  Persons Deemed Owners.  Prior to due presentment for registration
               ---------------------
of transfer of any Note, the Issuer, the Indenture Trustee, the Note Insurer and
any agent of the Issuer, the Note Insurer or the Indenture Trustee may treat the
Person  in whose name any Note is registered on the Note Register (as of the day
of  determination)  as  the  owner  of  such  Note  for the purpose of receiving
payments  of  principal  of and interest, if any, on such Note and for all other
purposes  whatsoever,  whether  or  not  such  Note  be overdue, and neither the
Issuer, the Note Insurer, the Indenture Trustee nor any agent of the Issuer, the
Note  Insurer  or  the  Indenture  Trustee  shall  be  affected by notice to the
contrary.

Section 4.05.  Cancellation.  All Notes surrendered for payment, registration of
               ------------
transfer,  exchange,  purchase or redemption shall, if surrendered to any Person
other  than  the  Indenture  Trustee,  be delivered to the Indenture Trustee and
shall  be  promptly  cancelled  by the Indenture Trustee.  The Issuer may at any
time  deliver  to  the  Indenture  Trustee for cancellation any Notes previously
authenticated  and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture  Trustee.  No  Notes  shall be authenticated in lieu of or in exchange
for  any  Notes  cancelled as provided in this Section 4.05, except as expressly
permitted  by this Indenture.  All cancelled Notes may be held or disposed of by
the  Indenture  Trustee  in  accordance  with its standard retention or disposal
policy  as  in  effect  at  the time unless the Issuer shall direct by an Issuer
Request  that  they  be  destroyed or returned to it; provided, that such Issuer
Request  is  timely  and  the  Notes have not been previously disposed of by the
Indenture  Trustee.

     Section  4.06.  Release of Collateral.  The Indenture Trustee shall release
                     ---------------------
property  from  the  lien  of  this Indenture only (i) upon receipt of an Issuer
Request  accompanied  by  an  Officer's  Certificate  of  the Issuer and (ii) in
connection with the exercise of either the Certificateholder Collateral Purchase
Option  or  the  Bear Stearns Collateral Purchase Option, as provided in Section
10.01(a)  and  (b)  hereof.

Section  4.07.  Restrictions  on Transfer.  (a)  The Notes may not be offered or
                -------------------------
sold  except  to "Qualified Institutional Buyers" (as defined in Rule 144A under
the  Securities  Act) or institutional "accredited investors" as defined in Rule
501(a)(1)-(3)  or (7) under the Securities Act or any entity in which all of the
equity  owners  come  within  such  paragraphs.  Further,  for  purposes  of the
Investment  Company  Act  of  1940,  as  amended, the total number of beneficial
owners  of  Notes  may  not  exceed  97.

     The  Notes  will not have been registered or qualified under the Securities
Act,  or  any  state  securities  law.  No  transfer,  sale,  pledge  or  other
disposition  of  any Note shall be made unless such disposition is made pursuant
to  an  effective  registration statement under the Securities Act and effective
registration or qualification under applicable state securities laws, or is made
in  a transaction which does not require such registration or qualification.  In
the  event  that a transfer is to be made in reliance upon an exemption from the
Securities  Act,  the  Indenture  Trustee,  the  Issuer and the Note Insurer may
require  that  the  Noteholders' prospective transferee certify to the Indenture
Trustee,  the  Issuer and the Note Insurer in writing the facts surrounding such
disposition.  Unless  the  Indenture  Trustee  or  the  Note  Insurer  requests
otherwise, such certification shall be substantially in the form of Exhibit E or
Exhibit F hereto.  In the event that such certification of facts does not on its
face  establish  the  availability of an exemption under the Securities Act, the
Indenture  Trustee,  the Issuer and the Note Insurer, as applicable, may require
an opinion of counsel satisfactory to it that such transfer may be made pursuant
to  an  exemption from the Securities Act, which opinion of counsel shall not be
an  expense  of  the  Indenture  Trustee  or  of  the  Trust.

(b)     Each  Note  will  bear  legends  substantially  to the following effect:

"THIS  NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT").  THE HOLDER HEREOF, BY PURCHASING THIS NOTE AGREES FOR
THE  BENEFIT  OF  THE  TRUST  THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY  TO  A  PERSON  WHOM  THE  TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS  GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE  144A,  OR  TO AN INSTITUTIONAL ACCREDITED INVESTOR TO WHOM NOTICE IS GIVEN
THAT  THE  RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON REGULATION D,
AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES  OR  OTHER  JURISDICTIONS.  THE  HOLDER  HEREOF,  BY PURCHASING THIS NOTE
REPRESENTS AND AGREES FOR THE BENEFIT OF THE TRUST, THE DEPOSITOR, THE SERVICER,
THE  INDENTURE  TRUSTEE,  THE  NOTE  INSURER,  THE OWNER TRUSTEE AND THE INITIAL
PURCHASERS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A  OR  AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1)-(3)
AND  (7) OF REGULATION D UNDER THE SECURITIES ACT) OR AN ENTITY IN WHICH ALL THE
EQUITY  OWNERS  COME WITHIN SUCH PARAGRAPHS AND THAT IT IS HOLDING THIS NOTE FOR
INVESTMENT  PURPOSES  AND  NOT  FOR  DISTRIBUTION."

"THE  HOLDER  OF  THIS  NOTE  FURTHER  UNDERSTANDS AND AGREES THAT THE NUMBER OF
BENEFICIAL  OWNERS  OF  ALL NOTES MAY NOT EXCEED 97 IN NUMBER; THAT TRANSFERS OF
THE NOTES WILL BE RESTRICTED ACCORDINGLY; AND THAT THE HOLDER HEREOF WILL NOTIFY
THE  INDENTURE  TRUSTEE  IF  THE  NUMBER  OF BENEFICIAL OWNERS OF THIS NOTE WILL
CHANGE  AS  PROVIDED  HEREIN  AND  IN  THE  INDENTURE."

"THIS NOTE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY A TRANSFEREE UNLESS THE
PROPOSED  TRANSFEREE  REPRESENTS TO THE TRUST AND THE INDENTURE TRUSTEE, IN FORM
AND  SUBSTANCE  SATISFACTORY  TO  THE  TRUST  AND THE INDENTURE TRUSTEE, THAT IT
EITHER:  (I)  IS NOT, AND IS NOT PURCHASING A NOTE, DIRECTLY OR INDIRECTLY, FOR,
ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT  WHICH  IS  SUBJECT  TO  TITLE  I  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 (II) PTCE 95-60, PTCE 96-23,
PTCE 91-38, PTCE 90-1, PTCE 84-14 OR SOME OTHER PROHIBITED TRANSACTION EXEMPTION
IS  APPLICABLE  TO  THE  PURCHASE  AND  HOLDING  OF  A  NOTE BY THE TRANSFEREE."

Section  4.08.  Limitation  on  Beneficial  Owners.  The Indenture Trustee shall
                ----------------------------------
monitor  the  number  of  beneficial  owners of all Notes, as represented to the
Indenture Trustee in the related purchaser representation letters, and shall not
permit  the  transfer of any Note if the effect of such transfer is to cause the
total  number of beneficial owners of Notes to exceed 97.  Any transfer of Notes
that  causes  the  total  number  of  beneficial owners of Notes to exceed 97 is
hereby deemed to be null and void and the Indenture Trustee shall amend the Note
Register  to  reflect such voided transfer; provided, however, that in the event
(i) all of the Purchase Options are no longer outstanding and (ii) an opinion of
counsel,  acceptable  to  the Depositor, the Indenture Trustee, the Note Insurer
and  the Owner Trustee, is provided to the Depositor, the Indenture Trustee, the
Note Insurer and the Owner Trustee at the sole cost and expense of the provider,
to  the  effect  that  for  purposes  of  the Investment Company Act of 1940, as
amended, the total number of beneficial owners of all Notes and Certificates may
exceed  100 holders, then the total number of beneficial owners of the Notes may
exceed  97  and  the  related  restrictive legend may be removed from the Notes.

Section  4.09.  [Reserved].
                 ---------

Section  4.10.  Payment of Principal and Interest; Defaulted Interest.  (a)
                -----------------------------------------------------
The  Notes  shall accrue interest during each Accrual Period on the basis of the
actual  number  of  days in such Accrual Period and a year assumed to consist of
360 days.  Any installment of interest or principal, if any, payable on any Note
which  is  punctually  paid or duly provided for by the Issuer on the applicable
Payment  Date  shall be paid to the Person in whose name such Note is registered
on  the  Record  Date,  by  check  mailed  first-class, postage prepaid, to such
Person's address as it appears on the Note Register on such Record Date, or upon
written  receipt  from  a Noteholder which holds Notes with an aggregate initial
principal balance of $1,000,000 or more, payment may be made by wire transfer in
immediately  available  funds  to  the account designated by such Noteholder and
except  for the final installment of principal payable with respect to such Note
on  a  Payment  Date  or  on the Maturity Date (and except for the Final Payment
Amount  for  any  Note  purchased  or  called for redemption pursuant to Section
10.01)  which  shall be payable as provided below.  The funds represented by any
such  checks returned undelivered shall be held in accordance with Section 3.03.

(b)     The  principal  of  each  Note  shall be payable in installments on each
Payment  Date  as provided in the form of the Note set forth in Exhibit A and in
Section 5.2 of the Sale and Servicing Agreement.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable, if not
previously  paid,  on  the date on which an Event of Default shall have occurred
and  be  continuing,  if  the  Indenture  Trustee  with  the consent of the Note
Insurer,  or  the  Holders of the Notes representing not less than a majority of
the  Class  Principal Balance of the Notes with the consent of the Note Insurer,
have declared the Notes to be immediately due and payable in the manner provided
in  Section 5.02.  All principal payments on the Notes shall be made pro rata to
the  Noteholders.  Except  as  provided  in Section 10.02, the Indenture Trustee
shall  notify  the  Person  in  whose  name a Note is registered at the close of
business  on  the  Record  Date  preceding  the Payment Date on which the Issuer
expects  that  the  final  installment of principal of and interest on such Note
will  be paid.  Such notice shall be mailed or transmitted by facsimile prior to
such  final  Payment  Date and shall specify that such final installment will be
payable  only upon presentation and surrender of such Note and shall specify the
place  where  such  Note  may  be  presented and surrendered for payment of such
installment.  Notices in connection with a purchase or a redemption of the Notes
as a  result of the exercise of a Purchase Option shall be mailed to Noteholders
as  provided  in  Section  10.2.

Section  4.11.  Tax  Treatment.  The Issuer has entered into this Indenture, and
                --------------
the  Notes will be issued, with the intention that, for federal, state and local
income,  single  business  and franchise tax purposes, the Notes will qualify as
indebtedness  of  the  Issuer.  The Issuer, by entering into this Indenture, and
each  Noteholder,  by  its acceptance of its Note, agrees to treat the Notes for
federal,  state  and local income, single business and franchise tax purposes as
indebtedness  of  the  Issuer.

Section  4.12.  Satisfaction  and  Discharge of Indenture.  This Indenture shall
                -----------------------------------------
cease  to be of further effect with respect to the Notes except as to (i) rights
of  registration  of  transfer  and  exchange,  (ii)  substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.10,
3.19,  3.21,  3.22,  4.11,  11.16  and  11.17,  (v)  the rights, obligations and
immunities  of  the  Indenture  Trustee  hereunder  (including the rights of the
Indenture  Trustee  under  Section  6.07  and  the  obligations of the Indenture
Trustee  under Section 4.13) and (vi) the rights of Noteholders as beneficiaries
hereof  with  respect  to  the  property so deposited with the Indenture Trustee
payable  to  all  or any of them, and the Indenture Trustee, on demand of and at
the  expense  of  the  Issuer,  shall  execute  proper instruments acknowledging
satisfaction  and  discharge  of this Indenture with respect to the Notes, when:

     (A)     either

          (1)     all  Notes theretofore authenticated and delivered (other than
(i)  Notes  that have been destroyed, lost or stolen and that have been replaced
or  paid  as provided in Section 4.03 and (ii) Notes for whose payment money has
theretofore  been  deposited  in  trust  or  segregated and held in trust by the
Issuer  and  thereafter  repaid  to the Issuer or discharged from such trust, as
provided  in  Section  3.03)  have  been  delivered to the Indenture Trustee for
cancellation;  or

          (2)     all  Notes  not theretofore delivered to the Indenture Trustee
for cancellation

     a.     have  become  due  and  payable,  or

     b.     will  become  due  and payable at the Maturity Date within one year,

and  the  Issuer,  in  the  case of a. or b. above, has irrevocably deposited or
caused  to  be  irrevocably  deposited with the Indenture Trustee cash or direct
obligations  of or obligations guaranteed by the United States of America (which
will  mature  prior  to  the  date  such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness on
such  Notes  then outstanding not theretofore delivered to the Indenture Trustee
for  cancellation  when  due  on  the  applicable  Maturity  Date;

     (B)     the  Issuer  has  paid  or caused to be paid all other sums payable
hereunder  and  under  the  Insurance  Agreement  by  the  Issuer;  and

     (C)     the  Issuer  has  delivered  to  the Indenture Trustee and the Note
Insurer  an  Officer's  Certificate  and an opinion of counsel, each meeting the
applicable  requirements  of  Section  11.01  and, subject to Section 11.01 each
stating  that  all  conditions  precedent  herein  provided  for relating to the
satisfaction and discharge of this Indenture have been complied with and, if the
opinion  of  counsel  relates  to  a  deposit  made  in  connection with Section
4.12(A)(2)b.  above,  such  opinion  shall  further  be  to the effect that such
deposit  will  not have any material adverse tax consequences to the Issuer, any
Noteholders  or  any  Certificateholders.

Section  4.13.  Application  of  Trust  Money.  All  moneys  deposited  with the
                -----------------------------
Indenture  Trustee  pursuant  to  Section 4.12 hereof shall be held in trust and
applied  by  it,  in  accordance  with  the  provisions  of  the  Notes and this
Indenture,  to  the payment, either directly or through any Paying Agent, as the
Indenture  Trustee  may  determine,  to  the  Holders  of Notes for the payment,
purchase  or  redemption  of  which  such  moneys  have  been deposited with the
Indenture  Trustee,  of all sums due and to become due thereon for principal and
interest;  but such moneys need not be segregated from other funds except to the
extent  required  herein  or  in the Sale and Servicing Agreement or required by
law.

Section  4.14.  Subrogation  and Cooperation.  (a)  The Issuer and the Indenture
                ----------------------------
Trustee acknowledge that (i) to the extent the Note Insurer makes payments under
the  Note  Insurance Policy on account of principal of or interest on the Notes,
or  under  the  Swap  Insurance  Policy  on  account  of  amounts  due  the Swap
Counterparty,  the  Note  Insurer will be fully subrogated to the rights of such
Holders  or  the Swap Counterparty, as applicable, to receive such principal and
interest  or  amounts  otherwise  due the Swap Counterparty from the Issuer, and
(ii)  the  Note Insurer shall be paid such principal and interest and such other
amounts  but  only from the sources and in the manner provided herein and in the
Sale and Servicing Agreement and the Insurance Agreement for the payment of such
principal  and  interest.

The  Indenture  Trustee  shall  cooperate  in  all  respects with any reasonable
request by the Note Insurer for action to preserve or enforce the Note Insurer's
rights or interest under this Indenture, the Sale and Servicing Agreement or the
Insurance  Agreement without limiting the rights of the Noteholders as otherwise
set  forth  in the Indenture, including, without limitation, upon the occurrence
and  continuance  of  a default under the Insurance Agreement, a request to take
any  one  or  more  of  the  following  actions:

     (i)     institute  Proceedings  for  the  collection  of  all  amounts then
payable  on  the  Notes, or under this Indenture in respect to the Notes and all
amounts  payable  under  the  Insurance  Agreement  and  to enforce any judgment
obtained  and  collect  from  the  Issuer  moneys  adjudged  due;

     (ii)    sell  the Trust Estate or any portion thereof or rights or interest
therein,  at  one  or  more  public or private Sales (as defined in Section 5.15
hereof)  called  and  conducted  in  any  manner  permitted  by  law;

     (iii)   file  or  record  all  Assignments  of  Mortgages  that  have  not
previously  been  recorded;

     (iv)    institute Proceedings from time to time for the complete or partial
foreclosure  of  this  Indenture;  and

     (v)     exercise any remedies of a secured party under the UCC and take any
other  appropriate  action to protect and enforce the rights and remedies of the
Note  Insurer  hereunder.

Section 4.15.  Repayment of Moneys Held by Paying Agent.  In connection with the
               ----------------------------------------
satisfaction  and  discharge  of  this  Indenture with respect to the Notes, all
moneys  then held by any Paying Agent other than the Indenture Trustee under the
provisions  of  this  Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section  3.05 and thereupon such Paying Agent shall be released from all further
liability  with  respect  to  such  moneys.

                                    ARTICLE V

                                    Remedies

Section  5.01.  Events  of  Default.  "Event  of Default," wherever used herein,
                -------------------
shall  have  the  meaning  provided  in  Appendix  A;  provided,  however,  that
Noteholders  shall  have no remedies for an Event of Default under clause (i) or
clause  (ii) of the definition of "Event of Default" if the Issuer fails to make
payments  of  principal of and interest on the Notes so long as the Note Insurer
makes  payments sufficient with respect thereto under the Note Insurance Policy.

The  Issuer  shall deliver to the Indenture Trustee and the Note Insurer, within
five  days  after  having  Actual  Knowledge  of  the  occurrence of an Event of
Default,  written  notice  in  the form of an Officer's Certificate of any event
which  with  the giving of notice and the lapse of time would become an Event of
Default  under  clause (iii) of the definition of "Event of Default," its status
and  what  action the Issuer is taking or proposes to take with respect thereto.

Section 5.02.  Acceleration of Maturity; Rescission and Annulment.   If an Event
               --------------------------------------------------
of  Default  should occur and be continuing, then and in every such case (i) the
Indenture  Trustee  with the consent of the Note Insurer, (ii) the Note Insurer,
or  (iii) the Holders of the Notes, representing not less than a majority of the
Class  Principal  Balance of all Notes with the consent of the Note Insurer, may
declare  the  Notes to be immediately due and payable, by a notice in writing to
the  Issuer (and to the Indenture Trustee if given by Noteholders), and upon any
such  declaration  the  unpaid  principal  amount  of  such Notes, together with
accrued  and  unpaid  interest  thereon  through the date of acceleration, shall
become  immediately  due  and  payable.

At any time after such declaration of acceleration of maturity has been made and
before  a  judgment  or decree for payment of the money due has been obtained by
the  Indenture Trustee as hereinafter in this Article V provided, the Holders of
the  Notes  representing a majority of the Class Principal Balance of the Notes,
by written notice to the Issuer and the Indenture Trustee, may rescind and annul
such  declaration  and  its  consequences  if:

     (A)     the  Issuer  has paid or deposited with the Indenture Trustee a sum
sufficient  to  pay:

     (i)     all  payments  of  principal  of  and interest on the Notes and all
other amounts that would then be due hereunder or upon the Notes if the Event of
Default  giving  rise  to  such  acceleration  had  not  occurred;  and

     (ii)    all  sums  paid  or advanced by the Indenture Trustee hereunder and
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Indenture  Trustee  and  its  agents  and  counsel;  and

     (B)     all  Events  of Default, other than the nonpayment of the principal
of the Notes that has become due solely by such acceleration, have been cured or
waived  as  provided  in  Section  5.12.

No  such  rescission  shall  affect  any  subsequent default or impair any right
consequent  thereto.

Section  5.03.    Collection  of  Indebtedness  and  Suits  for  Enforcement  by
                  --------------------------------------------------------------
Indenture Trustee.  (a)  The Issuer covenants that if (i) default is made in the
-----------------
payment  of  any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the  same becomes due and payable, the Issuer will, upon demand of the Indenture
Trustee,  pay to it, for the benefit of the Holders of the Notes and of the Note
Insurer,  the  whole  amount then due and payable on the Notes for principal and
interest, with interest upon the overdue principal, and in addition thereto such
further  amount  as  shall  be  sufficient  to  cover  the costs and expenses of
collection,  including  the reasonable compensation, expenses, disbursements and
advances  of  the  Indenture  Trustee  and  its  agents  and  counsel.

     (b)     In  case  the  Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust,  subject  to  the  provisions  of  Section  11.17  hereof may institute a
Proceeding  for  the collection of the sums so due and unpaid, and may prosecute
such  Proceeding  to  judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law  out  of the Trust Estate, wherever situated, the moneys adjudged or decreed
to  be  payable.

     (c)     If  an  Event  of  Default  occurs and is continuing, the Indenture
Trustee  subject  to  the  provisions  of  Section  11.17  hereof  may,  as more
particularly provided in Section 5.04, in its discretion, and shall, as directed
by the Note Insurer  or the Noteholders representing not less than a majority of
the Class Principal Balance of all the Notes, proceed to protect and enforce its
rights  and  the  rights  of  the  Noteholders  and  the  Note  Insurer, by such
appropriate  Proceedings  as the Indenture Trustee shall deem most effective, or
as so directed, to protect and enforce any such rights, whether for the specific
enforcement  of  any  covenant  or  agreement in this Indenture or in aid of the
exercise  of  any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.

     (d)     In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the  Trust  Estate  (if such Person is an Affiliate of the Issuer),  Proceedings
under  Title  11  of  the  United States Code or any other applicable Federal or
state  bankruptcy,  insolvency  or  other  similar  law,  or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of the Issuer
or  its  property  or  such  other  obligor  or  Person, or in case of any other
comparable judicial Proceedings relative to the Issuer or other obligor upon the
Notes,  or to the creditors or property of the Issuer or such other obligor, the
Indenture Trustee, irrespective of whether the principal of any Notes shall then
be  due  and  payable  as  therein  expressed or by declaration or otherwise and
irrespective  of  whether  the  Indenture  Trustee  shall  have  made any demand
pursuant  to the provisions of this Section, shall be entitled and empowered, by
intervention  in  such  Proceedings  or  otherwise:

     (i)     to  file  and  prove  a  claim  or  claims  for the whole amount of
principal and interest owing and unpaid in respect of the Notes and to file such
other  papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee (including any claim for reasonable compensation
to  the  Indenture  Trustee  and  each  predecessor Indenture Trustee, and their
respective  agents, attorneys and counsel, and for reimbursement of all expenses
and  liabilities  incurred,  and all advances made, by the Indenture Trustee and
each  predecessor  Indenture  Trustee,  except  as a result of negligence or bad
faith)  and  of  the  Noteholders  allowed  in  such  Proceedings;

     (ii)    unless  prohibited  by  applicable  law and regulations, to vote on
behalf  of  the  Noteholders  in any election of a trustee, a standby trustee or
Person  performing  similar  functions  in  any  such  Proceedings;

     (iii)   to  collect  and  receive  any  moneys or other property payable or
deliverable  on  any  such  claims  and  to distribute all amounts received with
respect  to  the claims of the Noteholders and of the Indenture Trustee on their
behalf;  and

     (iv)    to  file  such proofs of claim and other papers or documents as may
be  necessary  or advisable in order to have the claims of the Indenture Trustee
or  the  Noteholders allowed in any judicial proceedings relative to the Issuer,
its  creditors  and  its  property;

and  any  trustee,  receiver, liquidator, custodian or other similar official in
any  such  Proceeding  is  hereby authorized by each of such Noteholders to make
payments  to the Indenture Trustee, and, in the event that the Indenture Trustee
shall  consent to the making of payments directly to such Noteholders, to pay to
the  Indenture  Trustee  such amounts as shall be sufficient to cover reasonable
compensation  to  the  Indenture Trustee, each predecessor Indenture Trustee and
their  respective  agents,  attorneys  and  counsel,  and all other expenses and
liabilities  incurred,  and all advances made, by the Indenture Trustee and each
predecessor  Indenture  Trustee  except  as a result of negligence or bad faith.

     (e)     Nothing herein contained shall be deemed to authorize the Indenture
Trustee  to  authorize or consent to or vote for or accept or adopt on behalf of
any  Noteholder  any  plan  of  reorganization,  arrangement,  adjustment  or
composition  affecting  the  Notes or the rights of any Noteholder thereof or to
authorize  the  Indenture  Trustee  to  vote  in  respect  of  the  claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of  a  trustee  in  bankruptcy  or  similar  Person.

     (f)     All  rights of action and of asserting claims under this Indenture,
or under  any of the Notes, may be enforced by the Indenture Trustee without the
possession  of  any of the Notes or the production thereof in any trial or other
Proceedings  relative  thereto, and any such action or Proceedings instituted by
the  Indenture Trustee shall be brought in its own name as trustee of an express
trust,  and  any  recovery  of judgment, subject to the payment of the expenses,
disbursements  and  compensation  of  the  Indenture  Trustee,  each predecessor
Indenture  Trustee  and  their respective agents and attorneys, shall be for the
ratable  benefit  of  the  Noteholders.

     (g)     In  any  Proceedings brought by the Indenture Trustee (and also any
Proceedings  involving  the interpretation of any provision of this Indenture to
which  the  Indenture  Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder  a  party  to  any  such  Proceedings.

Section  5.04.  Remedies;  Priorities.  (a)  If  an  Event of Default shall have
                ---------------------
occurred  and  be continuing, the Indenture Trustee subject to the provisions of
Section  11.17  hereof  may  do one or more of the following (subject to Section
5.05):

     (i)     institute  Proceedings in its own name and as trustee of an express
trust  for the collection of all amounts then payable on the Notes or under this
Indenture  with  respect  thereto,  whether by declaration or otherwise, and all
amounts  payable  under  the  Insurance  Agreement  or  the  Sale  and Servicing
Agreement,  enforce  any  judgment obtained, and collect from the Issuer and any
other  obligor  upon  such  Notes  moneys  adjudged  due;

     (ii)    institute Proceedings from time to time for the complete or partial
foreclosure  of  this  Indenture  with  respect  to  the  Trust  Estate;

     (iii)   exercise any remedies of a secured party under the UCC and take any
other  appropriate  action to protect and enforce the rights and remedies of the
Indenture  Trustee,  the  Noteholders  and  the  Note  Insurer;  and

     (iv)    sell  the Trust Estate or any portion thereof or rights or interest
therein,  at  one  or  more  public or private Sales called and conducted in any
manner  permitted  by  law;

provided,  however,  that  the  Indenture  Trustee  may  not  sell  or otherwise
liquidate  the  Trust Estate following an Event of Default, other than a default
in the payment of any principal or interest on the Notes for thirty (30) days or
more, unless (A) the Holders of 100% of the Class Principal Balance of the Notes
and  the  Note  Insurer  consent thereto, which consent will not be unreasonably
withheld,  (B)  the  proceeds  of  such sale or liquidation distributable to the
Noteholders  are sufficient to discharge in full all amounts then due and unpaid
upon the Notes for principal and interest including any LIBOR Interest Carryover
Amounts  or  (C)  the  Indenture Trustee determines that the Collateral will not
continue  to  provide  sufficient  funds  for  the  payment  of principal of and
interest  on  the Notes, as they would have become due if the Notes had not been
declared  due  and payable, and the Indenture Trustee obtains the consent of the
Note  Insurer,  which  consent  will  not  be  unreasonably withheld, and of the
Holders  of  not  less than 66-2/3% of the Class Principal Balance of the Notes.
In  determining such sufficiency or insufficiency with respect to clause (B) and
(C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of
an  Independent  investment banking or accounting firm of national reputation as
to  the  feasibility  of  such  proposed action and as to the sufficiency of the
Trust  Estate  for  such  purpose.  Notwithstanding  the foregoing, so long as a
Servicer  Termination  Event  has  not occurred, any Sale (as defined in Section
5.15)  of  the  Trust Estate shall be made subject to the continued servicing of
the  Mortgage  Loans  by  the  Servicer  as  provided  in the Sale and Servicing
Agreement.

(b)     If the Indenture Trustee collects any money or property pursuant to this
Article  V,  it  shall  pay  out  the  money or property in the following order:

FIRST:     to  the  Indenture  Trustee  for  amounts  due  under  Section  6.07;

SECOND:     to  (i)  the  Swap  Counterparty  for all amounts due under the Swap
Agreement,  and  (ii) Noteholders, pari passu, for amounts due and unpaid on the
Notes  for  interest,  ratably,  without  preference  or  priority  of any kind,
according  to  the  amounts due and payable on the Notes for interest (excluding
all  existing  LIBOR  Interest  Carryover  Amounts)  and amounts due to the Swap
Counterparty  under  the  Swap  Agreements,  respectively;

THIRD:     to Noteholders for amounts due and unpaid on the Notes for principal,
ratably,  without  preference  or priority of any kind, according to the amounts
due  and  payable  on  the  Notes  for  principal;

FOURTH:     to  the  payment  of  all amounts due and owing to the Note Insurer;

FIFTH:     to the Noteholders for all existing LIBOR Interest Carryover Amounts;

SIXTH:     to the Issuer for amounts due to the Owner Trustee under Section 8.01
of  the  Trust  Agreement  (or  to reimburse the Sponsor for amounts paid to the
Owner  Trustee  pursuant  to  Section  8.02  of  the  Trust  Agreement);  and

SEVENTH:     to  the  Issuer  for  amounts  required  to  be  distributed to the
Certificateholders.

The  Indenture Trustee may fix a record date and payment date for any payment to
Noteholders  pursuant to this Section  5.04.  At least 15 days before the Record
Date  with respect to payments under this Section 5.04, the Issuer shall mail to
each  Noteholder and the Indenture Trustee a notice that states the record date,
the  payment  date  and  the  amount  to  be  paid.

Section  5.05.  Optional  Preservation  of  the Trust Estate.  If the Notes have
                --------------------------------------------
been  declared  to  be  due and payable under Section 5.02 following an Event of
Default  and  such  declaration and its consequences have not been rescinded and
annulled,  the Indenture Trustee may, but need not, elect to maintain possession
of the Trust Estate.  It is the desire of the parties hereto and the Noteholders
that  there be at all times sufficient funds for the payment of principal of and
interest  on  the Notes and other obligations of the Issuer including payment to
the  Note Insurer, and the Indenture Trustee shall take such desire into account
when  determining whether or not to maintain possession of the Trust Estate.  In
determining  whether  to  maintain possession of the Trust Estate, the Indenture
Trustee  may,  but  need  not, obtain and rely upon an opinion of an Independent
investment  banking  or  accounting  firm  of  national  reputation  as  to  the
feasibility  of  such  proposed  action  and  as to the sufficiency of the Trust
Estate  for  such  purpose.

Section  5.06.  Limitation  of Suits.  No Holder of any Note shall have any
                --------------------
right  to  institute any Proceeding, judicial or otherwise, with respect to this
Indenture,  or  for  the  appointment of a receiver or trustee, or for any other
remedy  hereunder, unless and subject to the provisions of Section 11.17 hereof:

     (i)     such  Holder  has  previously given written notice to the Indenture
Trustee  of  a  continuing  Event  of  Default;

     (ii)    the  Holders of not less than 25% of the Class Principal Balance of
the Notes  have  made written request to the Indenture Trustee to institute such
Proceeding  in  respect  of  such  Event of Default in its own name as Indenture
Trustee  hereunder;

     (iii)   such  Holder  or  Holders  have  offered  to  the Indenture Trustee
reasonable  indemnity against the costs, expenses and liabilities to be incurred
in  complying  with  such  request;

     (iv)    the Indenture Trustee for 60 days after its receipt of such notice,
request  and  offer  of  indemnity has failed to institute such Proceedings; and

     (v)     no  direction inconsistent with such written request has been given
to  the Indenture Trustee during such 60-day period by the Holders of a majority
of  the  Class  Principal  Balance  of  the  Notes.

It  is  understood  and intended that no one or more Holders of Notes shall have
any  right in any manner whatever by virtue of, or by availing of, any provision
of  this  Indenture  to  affect,  disturb  or  prejudice the rights of any other
Holders  of  Notes or to obtain or to seek to obtain priority or preference over
any  other  Holders  or to enforce any right under this Indenture, except in the
manner  herein  provided.

In  the  event  the  Indenture Trustee shall receive conflicting or inconsistent
requests  and indemnity satisfactory to it from two or more groups of Holders of
Notes,  each representing less than a majority of the Class Principal Balance of
the  Notes,  the  Indenture  Trustee  in  its sole discretion may determine what
action,  if  any,  shall  be taken, notwithstanding any other provisions of this
Indenture.  In  no  event  shall  the Indenture Trustee be liable for any action
taken  in  accordance  herewith,  except  as otherwise provided in Section 6.01.

Section  5.07.  Unconditional  Rights  of  Noteholders  To Receive Principal and
                ----------------------------------------------------------------
Interest.  Notwithstanding any other provisions in this Indenture, the Holder of
--------
any  Note  shall have the right, which is absolute and unconditional, to receive
payment  of  the principal of and interest, if any, on such Note on or after the
respective  due dates thereof expressed in such Note or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be  impaired  without  the  consent  of  such  Holder.

Section  5.08.  Restoration of Rights and Remedies.  If the Indenture Trustee or
                ----------------------------------
the  Holder  of  any  Note has instituted any Proceeding to enforce any right or
remedy  under  this  Indenture  and  such  Proceeding  has  been discontinued or
abandoned  for  any  reason  or  has  been determined adversely to the Indenture
Trustee  or  to such Holder of any Note, then and in every such case the Issuer,
the  Indenture  Trustee  and  the  Holders  of  such Notes shall, subject to any
determination  in  such  Proceeding,  be  restored severally and respectively to
their  former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Holders of such Notes shall continue as though no such
Proceeding  had  been  instituted.

Section  5.09.  Rights  and  Remedies  Cumulative.  No  right  or  remedy herein
                ---------------------------------
conferred  upon  or  reserved  to the Indenture Trustee or to the Noteholders is
intended  to  be  exclusive  of  any  other right or remedy, and every right and
remedy  shall,  to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or  in  equity or otherwise.  The assertion or employment of any right or remedy
hereunder,  or  otherwise,  shall  not  prevent  the  concurrent  assertion  or
employment  of  any  other  appropriate  right  or  remedy.

Section  5.10.  Delay  or  Omission  Not  a Waiver.  No delay or omission of the
                ----------------------------------
Indenture  Trustee,  the  Note Insurer or any Holder of any Note to exercise any
right  or  remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every  right  and  remedy  given  by  this  Article V or by law to the
Indenture  Trustee, the Note Insurer or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee,
the  Note  Insurer  or  by  the  Noteholders,  as  the  case  may  be.

Section  5.11.  Control  by Noteholders.  The Holders of a majority of the Class
                -----------------------
Principal Balance of the Notes, with the consent of the Note Insurer, shall have
the  right to direct the time, method and place of conducting any Proceeding for
any  remedy  available  to  the  Indenture  Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided that:

     (i)     such  direction  shall  not  be in conflict with any rule of law or
with  this  Indenture;

     (ii)    subject  to the express terms of Section 5.04, any direction to the
Indenture  Trustee  to sell or liquidate the Trust Estate shall be by Holders of
the  Notes representing not less than 100% of the Class Principal Balance of the
Notes;

     (iii)   if the conditions set forth in Section 5.05 have been satisfied and
the  Indenture  Trustee  elects  to  retain  the  Trust  Estate pursuant to such
Section,  then  any  direction  to  the  Indenture  Trustee  by Holders of Notes
representing  less than 100% of the Class Principal Balance of the Notes to sell
or  liquidate  the  Trust  Estate  shall  be  of  no  force  and  effect;  and

     (iv)    the  Indenture  Trustee  may take any other action deemed proper by
the  Indenture  Trustee  that  is  not  inconsistent  with  such  direction.

Notwithstanding  the rights of Noteholders set forth in this Section, subject to
Section  6.01, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of
any  Noteholders  not  consenting  to  such  action.

Section  5.12.  Waiver  of  Past  Defaults.  Prior  to  the  declaration  of the
                --------------------------
acceleration  of  the  maturity  of  the  Notes as provided in Section 5.02, the
Holders  of  Notes of not less than a majority of the Class Principal Balance of
the  Notes,  with  the  consent of the Note Insurer, may waive any past Event of
Default  and its consequences except an Event of Default (a) in payment when due
of  principal of or interest on any of the Notes or (b) in respect of a covenant
or  provision  hereof which cannot be modified or amended without the consent of
the  Holder  of  each Note or the waiver of which would materially and adversely
affect the interests of the Note Insurer or modify its obligation under the Note
Insurance  Policy.  In  the  case  of any such waiver, the Issuer, the Indenture
Trustee and the Holders of the Notes shall be restored to their former positions
and  rights  hereunder,  respectively;  but  no  such waiver shall extend to any
subsequent  or  other  Event  of Default or impair any right consequent thereto.

Upon  any such waiver, any Event of Default arising therefrom shall be deemed to
have  been  cured and not to have occurred, for every purpose of this Indenture;
but  no  such waiver shall extend to any subsequent or other Event of Default or
impair  any  right  consequent  thereto.

Section  5.13.  Undertaking for Costs.  All parties to this Indenture agree, and
                ---------------------
each  Holder  of any Note by such Holder's acceptance thereof shall be deemed to
have  agreed,  that any court may in its discretion require, in any suit for the
enforcement  of any right or remedy under this Indenture, or in any suit against
the  Indenture  Trustee  for  any  action  taken,  suffered  or omitted by it as
Indenture  Trustee,  the  filing  by  any  party  litigant  in  such  suit of an
undertaking  to  pay  the  costs  of  such  suit, and that such court may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any  party  litigant  in such suit, having due regard to the merits and
good  faith  of  the  claims  or  defenses  made by such party litigant; but the
provisions  of  this  Section 5.13 shall not apply to (a) any suit instituted by
the  Indenture  Trustee,  (b) any suit instituted by any Noteholder, or group of
Noteholders,  in  each  case holding in the aggregate more than 10% of the Class
Principal  Balance of the Notes or (c) any suit instituted by any Noteholder for
the  enforcement  of  the  payment of principal of or interest on any Note on or
after  the  respective  due  dates expressed in such Note and in this Indenture.

Section  5.14.  Waiver  of Stay or Extension Laws.  The Issuer covenants (to the
                ---------------------------------
extent  that it may lawfully do so) that it will not at any time insist upon, or
plead  or  in  any manner whatsoever, claim or take the benefit or advantage of,
any  stay  or  extension  law  wherever enacted, now or at any time hereafter in
force,  that  may affect the covenants or the performance of this Indenture; and
the  Issuer  (to  the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay  or  impede  the  execution  of  any power herein granted to the Indenture
Trustee,  but will suffer and permit the execution of every such power as though
no  such  law  had  been  enacted.

Section 5.15.  Sale of Trust Estate.  (a)  The power to effect any sale or other
               --------------------
disposition (a "Sale") of any portion of a Trust Estate pursuant to Section 5.04
is  expressly  subject  to the provisions of Section 5.05 and this Section 5.15.
The  power  to  effect  any  such Sale shall not be exhausted by any one or more
Sales as to any portion of the Trust Estate remaining unsold, but shall continue
unimpaired  until  the  entire  Trust Estate shall have been sold or all amounts
payable  on the Notes and under this Indenture and under the Insurance Agreement
shall  have been paid.  The Indenture Trustee may from time to time postpone any
public Sale by public announcement made at the time and place of such Sale.  The
Indenture  Trustee  hereby expressly waives its right to any amount fixed by law
as  compensation  for  any  Sale.

(b)     The  Indenture  Trustee  shall  not  in  any private Sale sell the Trust
Estate,  or  any  portion  thereof,  unless

     (i)     the Holders of all Notes and the Note Insurer consent to, or direct
the  Indenture  Trustee  to  make,  such  Sale,  or

     (ii)    the  proceeds of such Sale would be not less than the entire amount
which  would be payable to the Noteholders under the Notes, and the Note Insurer
in  respect  of  amounts  drawn  under  the  Note Insurance Policy and any other
amounts  due  the  Note  Insurer  under the Insurance Agreement, in full payment
thereof in accordance with Section 5.02, on the Payment Date next succeeding the
date  of  such  Sale,  or

     (iii)   the  Indenture Trustee determines, in its sole discretion, that the
conditions for retention of the Trust Estate set forth in Section 5.05 cannot be
satisfied (in making any such determination, the Indenture Trustee may rely upon
an  opinion  of an Independent investment banking firm obtained and delivered as
provided  in  Section  5.05)  and  the Note Insurer consents to such Sale, which
consent will not be unreasonably withheld, and the Holders representing at least
66-2/3%  of  the  Class  Principal  Balance  of  the Notes consent to such Sale.

The purchase by the Indenture Trustee of all or any portion of a Trust Estate at
a  private  Sale  shall  not  be  deemed a Sale or other disposition thereof for
purposes  of  this  Section  5.15(b).

(c)     Unless  the  Holders  of  the  Notes and the Note Insurer have otherwise
consented  or  directed  the Indenture Trustee, at any public Sale of all or any
portion  of the Trust Estate at which a minimum bid equal to or greater than the
amount  described  in  paragraph (ii) of subsection (b) of this Section 5.15 has
not been established by the Indenture Trustee and no Person bids an amount equal
to  or  greater  than  such amount, the Indenture Trustee shall bid an amount at
least  $1.00  more  than  the  highest  other  bid.

(d)     In  connection  with  a  Sale  of all or any portion of the Trust Estate

     (i)     any  Holder or Holders of Notes may bid for and with the consent of
the  Note  Insurer  purchase  the property offered for sale, and upon compliance
with  the  terms  of  sale  may  hold,  retain  and  possess and dispose of such
property,  without further accountability, and may, in paying the purchase money
therefor, deliver any Notes or claims for interest thereon in lieu of cash up to
the  amount  which shall, upon distribution of the net proceeds of such sale, be
payable thereon, and such Notes, in case the amounts so payable thereon shall be
less than the amount due thereon, shall be returned to the Holders thereof after
being  appropriately  stamped  to  show  such  partial  payment;

     (ii)    the  Indenture Trustee may bid for and acquire the property offered
for  Sale  in connection with any Sale thereof, and, subject to any requirements
of, and  to the extent permitted by, applicable law in connection therewith, may
purchase  all or any portion of the Trust Estate in a private sale, and, in lieu
of paying cash therefor, may make settlement for the purchase price by crediting
the  gross  Sale  price  against  the  sum  of  (A)  the  amount  which would be
distributable  to the Holders of the Notes and amounts owing to the Note Insurer
as  a result of such Sale in accordance with Section 5.04(b) on the Payment Date
next  succeeding  the  date of such Sale and (B) the expenses of the Sale and of
any  Proceedings  in  connection therewith which are reimbursable to it, without
being  required  to  produce  the Notes in order to complete any such Sale or in
order for the net Sale price to be credited against such Notes, and any property
so  acquired  by  the  Indenture  Trustee  shall be held and dealt with by it in
accordance  with  the  provisions  of  this  Indenture;

     (iii)   the  Indenture  Trustee  shall  execute  and deliver an appropriate
instrument  of  conveyance transferring its interest in any portion of the Trust
Estate  in  connection  with  a  Sale  thereof;

     (iv)    the Indenture Trustee is hereby irrevocably appointed the agent and
attorney-in-fact  of  the  Issuer  to  transfer  and  convey its interest in any
portion  of  the Trust Estate in connection with a Sale thereof, and to take all
action  necessary  to  effect  such  Sale;  and

     (v)     no  purchaser  or  transferee  at  such  a  Sale  shall be bound to
ascertain  the  Indenture  Trustee's authority, inquire into the satisfaction of
any  conditions  precedent  or  see  to  the  application  of  any  moneys.

Section  5.16.  Action  on  Notes.  The  Indenture  Trustee's  right to seek and
                -----------------
recover  judgment  on the Notes or under this Indenture shall not be affected by
the  seeking, obtaining or application of any other relief under or with respect
to  this  Indenture.  Neither  the  lien  of  this  Indenture  nor any rights or
remedies  of  the  Indenture Trustee or the Noteholders shall be impaired by the
recovery  of  any judgment by the Indenture Trustee against the Issuer or by the
levy  of  any execution under such judgment upon any portion of the Trust Estate
or upon any of the assets of the Issuer.  Any money or property collected by the
Indenture  Trustee  shall  be  applied  in  accordance  with  Section  5.04(b).

Section  5.17.  Performance  and  Enforcement  of  Certain  Obligations.  (a)
                -------------------------------------------------------
Promptly  following  a  request  from the Indenture Trustee to do so, the Issuer
shall take all such lawful action as the Indenture Trustee may request to compel
or  secure  the performance and observance by the  Depositor, the Seller and the
Servicer,  as applicable, of each of their obligations to the Issuer under or in
connection  with  the  Basic  Documents,  and  to  exercise  any and all rights,
remedies,  powers  and  privileges  lawfully available to the Issuer under or in
connection  with the Basic Documents to the extent and in the manner directed by
the  Indenture  Trustee, including the transmission of notices of default on the
part of the Depositor, the Seller or the Servicer thereunder and the institution
of  legal  or  administrative  actions  or  proceedings  to  compel  or  secure
performance  by  the  Depositor,  the  Seller  or  the Servicer of each of their
obligations  under  the  Basic  Documents.

(b)     If  a  Servicer  Termination  Event  has occurred and is continuing, the
Indenture  Trustee  subject to the rights of the Note Insurer under the Sale and
Servicing  Agreement  may,  and  at  the  direction (which direction shall be in
writing  or  by  telephone  (confirmed  in  writing promptly thereafter)) of the
Holders of 66-2/3% of the Class Principal Balance of the Notes with  the consent
of the Note Insurer shall, exercise all rights, remedies, powers, privileges and
claims  of  the Issuer against the Servicer under or in connection with the Sale
and  Servicing  Agreement,  including  the  right or power to take any action to
compel or secure performance or observance by the Servicer of its obligations to
the  Issuer  thereunder  and  to  give  any consent, request, notice, direction,
approval,  extension  or  waiver under the Sale and Servicing Agreement, and any
right  of  the  Issuer  to  take  such  action  shall  not  be  suspended.

                                   ARTICLE VI

                              The Indenture Trustee

Section  6.01.  Duties  of  Indenture  Trustee.  (a)  If an Event of Default has
                ------------------------------
occurred  and is continuing, the Indenture Trustee shall exercise the rights and
powers  vested in it by this Indenture and use the same degree of care and skill
in  their  exercise  as  a  prudent  person  would  exercise  or  use  under the
circumstances  in  the  conduct of such person's own affairs with respect to the
Trust  Estate.

     (b)     Except  during  the  continuance  of  an  Event  of  Default:

(i)     the  Indenture  Trustee  undertakes to perform such duties and only such
duties  as are specifically set forth in this Indenture and no implied covenants
or  obligations shall be read into this Indenture against the Indenture Trustee;
and

(ii)     in  the  absence  of  bad  faith on its part, the Indenture Trustee may
conclusively  rely, as to the truth of the statements and the correctness of the
opinions  expressed  therein,  upon  certificates  or  opinions furnished to the
Indenture  Trustee  and  conforming  to  the  requirements  of  this  Indenture;
provided, however, that the Indenture Trustee shall examine the certificates and
opinions  to  determine  whether or not they conform to the requirements of this
Indenture.

     (c)     The  Indenture  Trustee  may not be relieved from liability for its
own  negligent  action,  its  own  negligent  failure  to act or its own willful
misconduct,  except  that:

     (i)     this  paragraph  does not limit the effect of paragraph (b) of this
Section  6.01;

     (ii)    the Indenture Trustee shall not be liable for any error of judgment
made  in  good  faith  by  a  Responsible  Officer  unless it is proved that the
Indenture  Trustee  was  negligent  in  ascertaining  the  pertinent  facts; and

     (iii)   the  Indenture  Trustee  shall  not  be  liable with respect to any
action  it  takes  or omits to take in good faith in accordance with a direction
received by  it (A) pursuant to Section 5.11 or (B) from the Note Insurer, which
it  is  entitled  to  give  under  any  of  the  Basic  Documents.

     (d)     Every  provision  of  this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section
6.01.

     (e)     The Indenture Trustee shall not be liable for interest on any money
received  by  it  except  as the Indenture Trustee may agree in writing with the
Issuer  or  pursuant  to  the  Sale  and  Servicing  Agreement.

     (f)     Money held in trust by the Indenture Trustee need not be segregated
from  other  funds  except  to  the  extent required by law or the terms of this
Indenture  or  the  Sale  and  Servicing  Agreement.

     (g)     No  provision of this Indenture shall require the Indenture Trustee
to expend  or  risk  its own funds or otherwise incur financial liability in the
performance  of  any  of  its  duties hereunder or in the exercise of any of its
rights  or powers, if it shall have reasonable grounds to believe that repayment
of  such  funds  or  adequate  indemnity satisfactory to it against such risk or
liability  is  not  reasonably  assured  to  it.

     (h)     In  the event that the Indenture Trustee is the Paying Agent or the
Note  Registrar,  the  rights  and protections afforded to the Indenture Trustee
pursuant  to  this  Indenture shall also be afforded to the Indenture Trustee in
its  capacity  as  Paying  Agent  or  Note  Registrar.

     (i)     Every  provision  of  this  Indenture  relating  to  the conduct or
affecting  the  liability  of  or  affording protection to the Indenture Trustee
shall  be  subject  to  the  provisions  of  this  Section.

Section 6.02.  Rights of Indenture Trustee.  (a)  The Indenture Trustee may rely
               ---------------------------
on  any  document  believed  by  it  to  be  genuine  and to have been signed or
presented  by the proper person.  The Indenture Trustee need not investigate any
fact  or  matter  stated  in  the  document.

     (b)     Before  the  Indenture Trustee acts or refrains from acting, it may
require  an  Officer's  Certificate  or  an  opinion  of counsel.  The Indenture
Trustee  shall  not  be  liable for any action it takes or omits to take in good
faith  in  reliance  on  an  Officer's  Certificate  or  opinion  of  counsel.

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

     (d)     The  Indenture  Trustee shall not be liable for any action it takes
or omits  to take in good faith which it believes to be authorized or within its
rights  or  powers; provided, however, that the Indenture Trustee's conduct does
not  constitute  willful  misconduct,  negligence  or  bad  faith.

     (e)     The  Indenture  Trustee may consult with counsel, and the advice or
opinion  of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in  respect  to  any  action  taken, omitted or suffered by it hereunder in good
faith  and  in  accordance  with  the  advice  or  opinion  of  such  counsel.

Section 6.03.  Individual Rights of Indenture Trustee.  The Indenture Trustee in
               --------------------------------------
its  individual  or  any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights it
would  have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar,
co-registrar  or co-paying agent may do the same with like rights.  However, the
Indenture  Trustee  must  comply  with  Sections  6.11  and  6.12.

Section  6.04.  Indenture Trustee's Disclaimer.  The Indenture Trustee shall not
                ------------------------------
be responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Issuer's use of
the  proceeds  from the Notes, and it shall not be responsible for any statement
of  the Issuer in the Indenture or in any document issued in connection with the
sale of the Notes or in the Notes other than the Indenture Trustee's certificate
of  authentication.

Section 6.05.  Notice of Event of Default.  If an Event of Default occurs and is
               --------------------------
continuing and if it is known to a Responsible Officer of the Indenture Trustee,
the  Indenture  Trustee  shall  give  notice  thereof  to the Note Insurer.  The
Indenture  Trustee shall mail to each Noteholder and the Owner Trustee notice of
the  Event  of Default within 90 days after it occurs.  Except in the case of an
Event  of  Default  in  payment  of  principal  of  or interest on any Note, the
Indenture  Trustee  may withhold the notice if and so long as a committee of its
Responsible  Officers in good faith determines that withholding the notice is in
the  interests  of  Noteholders.

Section  6.06.  Reports  by  Indenture  Trustee  to  Holders.  (a) The Indenture
                --------------------------------------------
Trustee  shall  deliver  to  each  Noteholder  (and  to  each  Person  who was a
Noteholder at any time during the applicable calendar year) such information, as
may  be  required  to enable such holder to prepare its Federal and state income
tax  returns.  In  addition,  upon  the  Issuer's written request, the Indenture
Trustee  shall  promptly  furnish information reasonably requested by the Issuer
that  is  reasonably  available to the Indenture Trustee to enable the Issuer to
perform  its  federal  and  state  income  tax  reporting  obligations.

     (b)     In  addition,  (1)  the  Indenture  Trustee  will  provide  to  any
Noteholder  and  any  prospective  purchaser  thereof  designated  by  such  a
Noteholder,  upon  the  request of such Noteholder or prospective purchaser, the
information  required to be provided to such Noteholder or prospective purchaser
by Rule 144A(d)(4) under the Securities Act; and (2) the Indenture Trustee shall
update  or shall cause to be updated such information from time to time in order
to  prevent  such  information  from becoming false and misleading and will take
such  other  actions  as  are necessary to ensure that the safe harbor exemption
from  the registration requirements of the Securities Act under Rule 144A is and
will  be  available  for  resales of the Notes conducted in accordance with Rule
144A.

Section  6.07.  Compensation  and  Indemnity.  The  Issuer  shall  pay  to  the
                ----------------------------
Indenture Trustee on each Payment Date reasonable compensation for its services.
The  Indenture  Trustee's  compensation  shall  not  be  limited  by  any law on
compensation  of a trustee of an express trust.  The Issuer shall or shall cause
the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket
expenses  incurred  or made by it, including costs of collection, in addition to
the  compensation  for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents,  counsel,  accountants and experts.  The Issuer shall or shall cause the
Servicer  to indemnify the Indenture Trustee against any and all loss, liability
or  expense  (including  attorneys'  fees) incurred by it in connection with the
administration  of  this trust and the performance of its duties hereunder.  The
Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim
for  which it may seek indemnity.  Failure by the Indenture Trustee to so notify
the  Issuer and the Servicer shall not relieve the Issuer or the Servicer of its
obligations  hereunder  or  under  the Sale and Servicing Agreement.  The Issuer
shall  or  shall  cause the Servicer to defend any such claim, and the Indenture
Trustee  may  have  separate  counsel  and  the  Issuer shall or shall cause the
Servicer  to  pay the fees and expenses of such counsel.  Neither the Issuer nor
the Servicer need reimburse any expense or indemnify against any loss, liability
or expense incurred by the Indenture Trustee through the Indenture Trustee's own
willful  misconduct,  negligence  or  bad  faith.

The  Issuer's  payment  obligations  to  the  Indenture Trustee pursuant to this
Section  6.07  shall  survive  the discharge of this Indenture or the removal or
resignation  of  the  Indenture  Trustee  hereunder.  When the Indenture Trustee
incurs  expenses after the occurrence of an Event of Default specified in clause
(iv)  of  the  definition  of "Event of Default" with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the  United  States  Code  or  any other applicable Federal or state bankruptcy,
insolvency  or  similar  law.

Section  6.08.  Replacement  of Indenture Trustee.  No resignation or removal of
                ---------------------------------
the  Indenture Trustee and no appointment of a successor Indenture Trustee shall
become  effective until the acceptance of appointment by the successor Indenture
Trustee  pursuant to this Section 6.08.  The Indenture Trustee may resign at any
time by so notifying the Issuer, the Servicer and the Note Insurer.  The Holders
of  a  majority  of  the  Class  Principal  Balance  of the Notes may remove the
Indenture  Trustee  by  so notifying the Indenture Trustee, the Servicer and the
Note  Insurer and may appoint a successor Indenture Trustee, with the consent of
the  Note  Insurer  and  the  Servicer.  The  Issuer  shall remove the Indenture
Trustee  if:

     (i)     the  Indenture  Trustee  fails  to  comply  with  Section  6.11;

     (ii)    the  Indenture  Trustee  is  adjudged  a  bankrupt  or  insolvent;

     (iii)   a  receiver  or  other public officer takes charge of the Indenture
Trustee  or  its  property;  or

     (iv)    the  Indenture  Trustee  otherwise  becomes  incapable  of  acting.

If  the  Indenture  Trustee  resigns or is removed or if a vacancy exists in the
office  of Indenture Trustee for any reason (the Indenture Trustee in such event
being  referred  to  herein as the retiring Indenture Trustee), the Issuer shall
promptly  appoint  a  successor  Indenture  Trustee with the consent of the Note
Insurer  and  the  Servicer.

A  successor  Indenture  Trustee  shall  deliver  a  written  acceptance  of its
appointment  to the retiring Indenture Trustee and to the Issuer.  Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of  the Indenture Trustee under this Indenture.  The successor Indenture Trustee
shall  mail  a  notice of its succession to Noteholders.  The retiring Indenture
Trustee  shall promptly transfer all property held by it as Indenture Trustee to
the  successor  Indenture  Trustee.

If  a  successor Indenture Trustee does not take office within 60 days after the
retiring  Indenture  Trustee  resigns  or  is  removed,  the  retiring Indenture
Trustee,  the Issuer or the Holders of a majority of the Class Principal Balance
of  the  Notes,  with  the  consent  of  the  Note Insurer and the Servicer, may
petition  any court of competent jurisdiction for the appointment of a successor
Indenture  Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder, with
the  consent  of  the  Note  Insurer,  may  petition  any  court  of  competent
jurisdiction  for  the removal of the Indenture Trustee and the appointment of a
successor  Indenture  Trustee.

Notwithstanding  the  replacement  of  the  Indenture  Trustee  pursuant to this
Section,  the  Issuer's  obligations  under  Section 6.07 shall continue for the
benefit  of  the  retiring  Indenture  Trustee.

Upon  appointment  of a successor Indenture Trustee, the Indenture Trustee shall
make  arrangements,  at  its  own  cost  and  expense,  to  deliver all items of
Collateral  in  its  possession to the successor Indenture Trustee together with
all  releases,  bond  powers, assignments, transfer documents or other documents
required  to  evidence  the  transfer  of  the  lien  of this Indenture from the
Indenture  Trustee  to  the  successor  Indenture  Trustee.

Section  6.09.  Successor Indenture Trustee by Merger.  If the Indenture Trustee
                -------------------------------------
consolidates  with,  merges  or converts into, or transfers all or substantially
all  its  corporate  trust business or assets to, another corporation or banking
association,  the  resulting,  surviving  or  transferee corporation without any
further  act  shall  be  the  successor  Indenture  Trustee; provided, that such
corporation  or  banking  association  shall be otherwise qualified and eligible
under  Section  6.11.  The Indenture Trustee shall provide the Issuer,  the Note
Insurer,  the  Servicer and the Rating Agencies prior written notice of any such
transaction.

In  case  at  the  time  such  successor  or successors by merger, conversion or
consolidation  to  the  Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any  such  successor  to  the  Indenture  Trustee  may  adopt the certificate of
authentication  of  any  predecessor  trustee,  and  deliver  such  Notes  so
authenticated;  and  in  case  at that time any of the Notes shall not have been
authenticated,  any  successor  to  the  Indenture Trustee may authenticate such
Notes  either  in  the  name  of any predecessor hereunder or in the name of the
successor  to  the  Indenture  Trustee;  and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided  that  the  certificate  of  the  Indenture  Trustee  shall  have.

Section  6.10.  Appointment  of  Co-Indenture  Trustee  or  Separate  Indenture
                ---------------------------------------------------------------
Trustee.  (a)  Notwithstanding  any  other  provisions of this Indenture, at any
time,  for  the  purpose of meeting any legal requirement of any jurisdiction in
which  any  part  of  the Trust Estate may at the time be located, the Indenture
Trustee  shall  have  the  power  and may execute and deliver all instruments to
appoint  one  or more Persons to act as a co-trustee or co-trustees, or separate
trustee  or  separate  trustees,  of all or any part of the Trust Estate, and to
vest  in  such  Person  or  Persons, in such capacity and for the benefit of the
Noteholders,  such  title to the Trust Estate, or any part thereof, and, subject
to  the  other  provisions  of  this  Section, such powers, duties, obligations,
rights  and trusts as the Indenture Trustee may consider necessary or desirable.
No  co-trustee or separate trustee hereunder shall be required to meet the terms
of  eligibility  as  a  successor  trustee  under  Section 6.11 and no notice to
Noteholders  of  the  appointment of any co-trustee or separate trustee shall be
required  under  Section  6.08  hereof.

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

(i)     all rights, powers, duties and obligations conferred or imposed upon the
Indenture  Trustee shall be conferred or imposed upon and exercised or performed
by  the  Indenture  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 Indenture 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  Indenture  Trustee  shall  be  incompetent or
unqualified  to  perform  such  act or acts, in which event such rights, powers,
duties  and  obligations  (including the holding of title to the Trust Estate or
any  portion  thereof in any such jurisdiction) shall be exercised and performed
singly  by  such  separate trustee or co-trustee, but solely at the direction of
the  Indenture  Trustee;

(ii)     no trustee hereunder shall be personally liable by reason of any act or
omission  of  any  other  trustee  hereunder;  and

(iii)     the  Indenture  Trustee  may  at any time accept the resignation of or
remove  any  separate  trustee  or  co-trustee.

     (c)     Any notice, request or other writing given to the Indenture 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 Indenture and
the  conditions  of this Article VI.  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
Indenture  Trustee or separately, as may be provided therein, subject to all the
provisions  of  this  Indenture,  specifically including every provision of this
Indenture  relating  to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee.  Every such instrument shall be filed with
the  Indenture  Trustee.

     (d)     Any  separate  trustee or co-trustee may at any time constitute the
Indenture  Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this  Indenture  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 Indenture Trustee, to the extent permitted by law, without the
appointment  of  a  new  or  successor  trustee.

Section  6.11.  Eligibility; Disqualification.  The Indenture Trustee shall have
                -----------------------------
a  combined capital and surplus of at least $50,000,000 as set forth in its most
recent  published  annual  report of condition and it or its parent shall have a
long-term deposit rating of at least BBB from S&P and Baa2 from Moody's (or such
lower  rating  as  may be acceptable to S&P, Moody's and the Note Insurer).   If
such entity publishes reports of condition at least annually, pursuant to law or
to  the  requirements  of  said supervising or examining authority, then for the
purposes  of  this Section 6.11, the combined capital and surplus of such entity
shall  be  deemed to be its combined capital and surplus as set forth in is most
recent  report  of condition so published.  If at any time the Indenture Trustee
shall  cease  to  be  eligible in accordance with the provisions of this Section
6.11,  it shall resign immediately in the manner and with the effect hereinafter
specified  in  this  Article  VI.

Section  6.12.  [Reserved]  .

Section  6.13.  Representation  and  Warranty.  The Indenture Trustee represents
                -----------------------------
and  warrants  to  the  Issuer,  for the benefit of the Noteholders and the Note
Insurer,  that  this  Indenture  has  been  executed and delivered by one of its
Responsible Officers who is duly authorized to execute and deliver such document
in  such  capacity  on  its  behalf.

Section 6.14.  Directions to Indenture Trustee.  The Indenture Trustee is hereby
               -------------------------------
directed:

(i)     to accept assignment of the Mortgage Loans, the Pooled Certificates, the
Swap  Agreements,  the Reserve Account, the Note Insurance Policy, and the other
portions  of  the Trust Estate being assigned hereunder, and hold the Collateral
in  trust  for  the  Noteholders  and  the  Note  Insurer;

(ii)     to  issue,  execute  and  deliver  the  Notes substantially in the form
prescribed  by  Exhibit  A  in  accordance  with  the  terms  of this Indenture;

(iii)     to  take  all  other  actions  as shall be required to be taken by the
terms  of  this  Indenture;

(iv)     to  (A)  establish  the  Swap  Counterparty  Floor  Account, (B) accept
delivery  and  retain possession of the Interest Rate Floor Agreement in its own
name for the benefit of the Note Insurer, (C) deposit payments received from the
Interest  Rate Floor Agreement into the Swap Counterparty Floor Account, and (D)
make  distributions from the Swap Counterparty Floor Account to the Note Insurer
and/or  the  Certificateholder, all in accordance with the terms of the Sale and
Servicing  Agreement,  and  in each case for the benefit of the Note Insurer and
the  Certificateholders;  and

(v)     to  (A)  establish  the  Swap  Counterparty  Reserve Account, (B) accept
delivery  on  the  Closing  Date and retain possession of the initial deposit of
$800,000  into the Swap Counterparty Reserve Account, and (C) make distributions
from  the  Swap  Counterparty  Reserve  Account  to  the Note Insurer and/or the
Certificateholder,  all  in  accordance with the terms of the Sale and Servicing
Agreement,  and  in  each  case  for  the  benefit  of  the Note Insurer and the
Certificateholders.

                                   ARTICLE VII

                         Noteholders' Lists and Reports

Section  7.01.  Issuer  To  Furnish  Indenture  Trustee  Names  and Addresses of
                ----------------------------------------------------------------
Noteholders.  The  Issuer will furnish or cause to be furnished to the Indenture
-----------
Trustee (a) not more than five days after each Record Date, a list, in such form
as  the  Indenture Trustee may reasonably require, of the names and addresses of
the  Holders of Notes as of such Record Date, and (b) at such other times as the
Indenture  Trustee  and  the Note Insurer may request in writing, within 30 days
after  receipt  by  the  Issuer  of any such request, a list of similar form and
content  as  of  a  date  not  more  than 10 days prior to the time such list is
furnished;  provided, however, that so long as the Indenture Trustee is the Note
Registrar,  no  such  list  shall  be  required  to  be  furnished.

Section  7.02.  Preservation of Information; Communications to Noteholders.  (a)
                ----------------------------------------------------------
The  Indenture  Trustee  shall  preserve,  in as current a form as is reasonably
practicable,  the  names  and addresses of the Holders of Notes contained in the
most  recent list furnished to the Indenture Trustee as provided in Section 7.01
and  the  names  and  addresses  of  Holders  of Notes received by the Indenture
Trustee  in  its  capacity as Note Registrar.  The Indenture Trustee may destroy
any  list furnished to it as provided in such Section 7.01 upon receipt of a new
list  so  furnished.

(b)     If  three or more Noteholders or one or more Holders of Notes evidencing
not less than 25% of the aggregate Class Principal Balance of the Notes apply in
writing  to  the  Indenture  Trustee,  and  such  application  states  that  the
applicants  desire  to  communicate with other Noteholders with respect to their
rights  under  this  Indenture  or  under  the  Notes  and  such  application is
accompanied  by  a  copy  of  the  communication that such applicants propose to
transmit,  then the Indenture Trustee shall, within five Business Days after the
receipt  of  such  application,  afford  such  applicants  access  during normal
business  hours  to  the  current list of Noteholders.  Upon receipt of any such
application,  the Indenture Trustee will promptly notify the Issuer by providing
a  copy  of  such  application and a copy of the list of Noteholders produced in
response  thereto.  Each  Noteholder,  by receiving and holding a Note, shall be
deemed  to  have agreed not to hold any of the Issuer, the Note Registrar or the
Indenture  Trustee  accountable  by  reason  of  the  disclosure of its name and
address,  regardless  of  the  source  from  which such information was derived.

(c)     The  Indenture  Trustee  shall  furnish to the Noteholders promptly upon
receipt  of  a  written  request  therefor, duplicates or copies of all reports,
notices,  requests,  demands,  certificates,  financial  statements  and  any
other  instruments  furnished to the Indenture Trustee under the Basic Documents
or  as  a  result  of  being  record  holder  of  the  Pooled  Certificates.

     Section  7.03.  Fiscal  Year.  Unless  the Issuer otherwise determines, the
                     ------------
fiscal  year  of  the  Issuer  shall  end  on  December  31  of  each  year.

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

Section  8.01.  Collection  of  Money.  Except  as  otherwise expressly provided
                ---------------------
herein,  the  Indenture  Trustee  may  demand  payment or delivery of, and shall
receive  and  collect,  directly  and  without intervention or assistance of any
fiscal  agent  or other intermediary, all money and other property payable to or
receivable  by  the Indenture Trustee pursuant to this Indenture.  The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except  as otherwise expressly provided in this Indenture, if any default occurs
in  the  making  of any payment or performance under any agreement or instrument
that  is part of the Trust Estate, the Indenture Trustee may take such action as
may  be  appropriate  to  enforce  such  payment  or  performance, including the
institution  and  prosecution of appropriate Proceedings.  Any such action shall
be  without  prejudice  to  any  right  to  claim an Event of Default under this
Indenture  and  any  right  to  proceed  thereafter  as  provided  in Article V.

Section 8.02.  Trust Accounts.  (a)  On or prior to the Closing Date, the Issuer
               --------------
shall  cause the Indenture Trustee to establish and maintain, in the name of the
Indenture Trustee, for the benefit of the Noteholders and the Certificateholders
and  the  Note  Insurer, the Accounts as provided in Section 5.1 of the Sale and
Servicing  Agreement.

(b)     All moneys deposited from time to time in the Trustee Collection Account
pursuant  to  the Sale and Servicing Agreement and all deposits therein pursuant
to this Indenture are for the benefit of the Noteholders, the Certificateholders
and  the  other entities to receive payments therefrom as provided herein and in
the  Sale  and  Servicing  Agreement  and  all investments made with such moneys
including  all income or other gain from such investments are for the benefit of
the  Certificateholders  as  provided  by  the  Sale  and  Servicing  Agreement.

     On  or  before  each  Payment  Date,  the  Indenture Trustee shall make the
transfers  and  payments  set  forth  in  Article  V  of  the Sale and Servicing
Agreement.

          On each Payment Date, Collateral Purchase Date and Note Purchase Date,
the  Indenture  Trustee  shall  distribute all amounts on deposit in the Trustee
Collection  Account  to  the Noteholders to the extent of amounts due and unpaid
for  principal  and  interest in the amounts and in the order of priority as set
forth  in  Section  5.02  of  the  Sale  and Servicing Agreement.  The Indenture
Trustee  shall invest any funds in the Trustee Collection Account as provided in
the  Sale  and  Servicing  Agreement.

Section  8.03.  Opinion  of  Counsel.  Other  than as provided in Article X, the
                --------------------
Indenture Trustee shall receive at least seven days notice when requested by the
Issuer  to take any action pursuant to Section 8.05(a), accompanied by copies of
any instruments to be executed, and the Indenture Trustee shall also require, as
a  condition  to  such  action,  an  opinion  of  counsel, in form and substance
satisfactory  to  the  Indenture  Trustee,  stating the legal effect of any such
action,  outlining  the steps required to complete the same, and concluding that
all  conditions  precedent  to the taking of such action have been complied with
and  such  action  will not materially and adversely impair the security for the
Notes  or  the rights of the Noteholders or the Note Insurer in contravention of
the  provisions  of  this  Indenture;  provided,  however,  that such opinion of
counsel  shall not be required to express an opinion as to the fair value of the
Trust  Estate.  Counsel rendering any such opinion may rely, without independent
investigation,  on  the  accuracy  and  validity  of  any  certificate  or other
instrument  delivered  to  the  Indenture  Trustee  in  connection with any such
action.

Section 8.04.  Termination Upon Distribution to Noteholders.  This Indenture and
               --------------------------------------------
the  respective obligations and responsibilities of the Issuer and the Indenture
Trustee created hereby shall terminate upon the distribution to the Noteholders,
the Swap Counterparty, the Note Insurer and the Indenture Trustee of all amounts
required  to  be distributed pursuant to Article VIII and the Sale and 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 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.

Section 8.05.  Release of Trust Estate.  (a)  Subject to the payment of its fees
               -----------------------
and  expenses, the Indenture Trustee may, and when required by the provisions of
this  Indenture  shall, execute instruments to release property from the lien of
this  Indenture,  or  convey  the Indenture Trustee's interest in the same, in a
manner  and under circumstances that are not inconsistent with the provisions of
this  Indenture.  No  party relying upon an instrument executed by the Indenture
Trustee  as  provided  in  Article  IV hereunder shall be bound to ascertain the
Indenture  Trustee's  authority, inquire into the satisfaction of any conditions
precedent,  or  see  to  the  application  of  any  moneys.

(b)     The  Indenture  Trustee  shall,  at  such time as (i) there are no Notes
Outstanding,  (ii) all sums due the Indenture Trustee pursuant to this Indenture
have  been paid, and (iii) all sums due the Note Insurer have been paid, release
any  remaining  portion of the Trust Estate that secured the Notes from the lien
of  this  Indenture.  The Indenture Trustee shall release property from the lien
of  this Indenture pursuant to this Section 8.05 only upon receipt of an request
from  the  Issuer  accompanied  by  an  Officers'  Certificate and an opinion of
counsel.

Section  8.06.  Surrender  of  Notes  Upon  Final Payment.  By acceptance of any
                -----------------------------------------
Note,  the Holder thereof agrees to surrender such Note to the Indenture Trustee
promptly,  prior  to  such  Noteholder's  receipt  of the final payment thereon.

                                   ARTICLE IX

                             Supplemental Indentures

Section  9.01.  Supplemental  Indentures  Without  Consent  of Noteholders.  (a)
                ----------------------------------------------------------
Without the consent of the Holders of any Notes but with the consent of the Note
Insurer and prior notice to the Rating Agencies and the Note Insurer, the Issuer
and the Indenture Trustee, when authorized by an Issuer Request, at any time and
from  time  to time, may enter into one or more indentures supplemental, in form
satisfactory  to  the  Indenture  Trustee,  for  any  of the following purposes:

     (i)     to  correct  or amplify the description of any property at any time
subject  to  the lien of this Indenture, or better to assure, convey and confirm
unto  the  Indenture Trustee any property subject or required to be subjected to
the  lien  of  this  Indenture,  or  to  subject  to  the lien of this Indenture
additional  property;

     (ii)     to  evidence  the  succession,  in  compliance with the applicable
provisions  hereof,  of  another person to the Issuer, and the assumption by any
such successor of the covenants of the Issuer herein and in the Notes contained;

     (iii)     to  add  to  the  covenants of the Issuer, for the benefit of the
Holders  of  the Notes, or to surrender any right or power herein conferred upon
the  Issuer;

     (iv)     to convey, transfer, assign, mortgage or pledge any property to or
with  the  Indenture  Trustee;

     (v)     to  cure  any  ambiguity,  to  correct  or supplement any provision
herein  or in any supplemental indenture that may be inconsistent with any other
provision  herein  or  in  any  supplemental  indenture  or  to  make  any other
provisions  with respect to matters or questions arising under this Indenture or
in any supplemental  indenture;  provided, that such action shall not materially
adversely  affect  the  interests  of the Holders of the Notes; provided further
that  such  supplement  shall  be  deemed not to materially adversely affect the
interests  of  the Holders of the Notes if the Person requesting such supplement
delivers to the Indenture Trustee a letter from each Rating Agency to the effect
that  such supplement will not cause such Rating Agency to lower or withdraw its
current  rating  on  the  Notes  without regard to the Note Insurance Policy; or

     (vi)     to  evidence  and  provide  for  the acceptance of the appointment
hereunder  by  a  successor  trustee  with respect to the Notes and to add to or
change any of the  provisions  of  this  Indenture  as  shall  be  necessary to
facilitate  the administration of the trusts hereunder by more than one trustee,
pursuant  to  the  requirements  of  Article  VI;

provided,  however,  that  no  such  indenture supplements shall be entered into
unless  the  Indenture Trustee shall have received an opinion of counsel stating
that  entering into such indenture supplement will not have any material adverse
tax  consequences  to  the Noteholders; and provided, further, that no indenture
supplement shall amend or modify the rights of the Swap Counterparty without the
consent  of  the  Swap  Counterparty.

The  Indenture Trustee is hereby authorized to join in the execution of any such
supplemental  indenture  and  to  make  any  further  appropriate agreements and
stipulations  that  may  be  therein  contained.

(b)     The  Issuer  and  the  Indenture  Trustee,  when authorized by an Issuer
Request,  may,  also  without the consent of any of the Holders of the Notes but
with  the consent of the Note Insurer and the Swap Counterparty and prior notice
to  the  Rating  Agencies  and  the  Note  Insurer,  enter  into an indenture or
indentures  supplemental  hereto for the purpose of adding any provisions to, or
changing  in  any manner or eliminating any of the provisions of, this Indenture
or  of modifying in any manner the rights of the Holders of the Notes under this
Indenture;  provided,  however,  that  such action shall not, as evidenced by an
opinion  of  counsel, (i) adversely affect in any material respect the interests
of  any Noteholder; provided further that such supplement shall be deemed not to
adversely  affect  the  interests  in any material respect of the Holders of the
Notes if the Person requesting such supplement delivers to the Indenture Trustee
a  letter  from  each  Rating Agency to the effect that such supplement will not
cause  such  Rating  Agency to lower or withdraw its current rating on the Notes
without  regard  to  the  Note  Insurance Policy; or (ii) cause the Issuer to be
subject  to  an  entity  level  tax  or be classified as a taxable mortgage pool
within  the  meaning  of  Section  7701(i)  of  the  Code.

Section  9.02.  Supplemental Indentures With Consent of Noteholders.  The Issuer
                ---------------------------------------------------
and  the Indenture Trustee, when authorized by an Issuer Request, also may, with
prior  notice  to  the Rating Agencies and, with the written consent of the Note
Insurer  and  the  Swap  Counterparty and with the consent of the Holders of not
less  than a majority of the Class Principal Balance of the Notes by Act of such
Holders  delivered  to  the  Issuer  and  the  Indenture  Trustee, enter into an
indenture  or  indentures  supplemental  hereto  for  the  purpose of adding any
provisions  to,  or  changing in any manner or eliminating any of the provisions
of,  this  Indenture  or of modifying in any manner the rights of the Holders of
the  Notes  under  this  Indenture; provided, however, that no such supplemental
indenture  shall,  without  the  consent  of  the  Holder  of each Note affected
thereby:

     (i)     change  the  date  of payment of any installment of principal of or
interest  on  any  Note,  or reduce the principal amount thereof or the interest
rate  thereon,  change  the  provisions  of  this  Indenture  relating  to  the
application  of  collections on, or the proceeds of the sale of the Trust Estate
to  payment  of  principal  of  or interest on the Notes, or change any place of
payment  where,  or  the  coin  or  currency  in which, any Note or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
the  provisions  of  this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
Notes  on or after the respective due dates thereof (or, in the case of purchase
or  redemption,  on  or  after  the  Purchase  Date)  or  Redemption  Date;

     (ii)    reduce  the percentage of the Class Principal Balance of the Notes,
the  consent  of  the  Holders  of  which  is required for any such supplemental
indenture, or  the consent of the Holders of which is required for any waiver of
compliance  with  certain  provisions  of  this  Indenture  or  certain defaults
hereunder  and  their  consequences  provided  for  in  this  Indenture;

     (iii)   modify  or alter the provisions of the proviso to the definition of
the term  "Outstanding"  or  modify  or alter the exception in the definition of
the  term  "Noteholder";

     (iv)    reduce  the  percentage of the Class Principal Balance of the Notes
required  to  direct  the  Indenture  Trustee  to  direct  the Issuer to sell or
liquidate  the  Trust  Estate  pursuant  to  Section  5.04;

     (v)     modify  any  provision  of this Section 9.02 except to increase any
percentage  specified herein or to provide that certain additional provisions of
this  Indenture  or the Basic Documents cannot be modified or waived without the
consent  of  the  Holder  of  each  Note  affected  thereby;

     (vi)    modify any of the provisions of this Indenture in such manner as to
affect the calculation of the amount of any payment of interest or principal due
on  any  Note following the exercise of the Note Purchase Option or a Collateral
Purchase  Option  on  any  Payment  Date;  or

    (vii)   permit the creation of any lien ranking prior to or on a parity with
the  lien  of  this  Indenture  with respect to any part of the Trust Estate or,
except  as  otherwise  expressly permitted or contemplated herein, terminate the
lien of this Indenture on any property at any time subject hereto or deprive the
Holder  of  any Note of the security provided by the lien of this Indenture; and
provided,  further,  that  such  action shall not, as evidenced by an opinion of
counsel,  cause the Issuer to be subject to an entity level tax or be classified
as  a  taxable  mortgage pool within the meaning of Section 7701(i) of the Code.

The  Indenture  Trustee may in its discretion determine whether or not any Notes
would be affected by any supplemental indenture and any such determination shall
be  conclusive  upon the Holders of all Notes, whether theretofore or thereafter
authenticated  and  delivered  hereunder.  The  Indenture  Trustee  shall not be
liable  for  any  such  determination  made  in  good  faith.

It  shall not be necessary for any Act of Noteholders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be  sufficient  if  such  Act  shall  approve  the  substance  thereof.

Promptly  after  the  execution  by  the Issuer and the Indenture Trustee of any
supplemental  indenture  pursuant  to  this  Section 9.02, the Indenture Trustee
shall  mail  to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance, of such
supplemental  indenture.  Any  failure  of  the  Indenture  Trustee to mail such
notice,  or  any defect therein, shall not, however, in any way impair or affect
the  validity  of  any  such  supplemental  indenture.

Section  9.03.  Execution  of  Supplemental  Indentures.  In  executing,  or
                ---------------------------------------
permitting  the  additional  trusts  created  by,  any  supplemental  indenture
permitted  by  this Article IX or the modification thereby of the trusts created
by  this  Indenture,  the  Indenture  Trustee  shall be entitled to receive, and
subject  to Sections 6.01 and 6.02, shall be fully protected in relying upon, an
opinion  of counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture  Trustee's  own  rights,  duties, liabilities or immunities under this
Indenture  or  otherwise.  The  Indenture  Trustee  shall provide copies of each
supplemental  indenture  to  the  Rating  Agencies.

Section  9.04.  Effect  of  Supplemental  Indenture.  Upon  the execution of any
                -----------------------------------
supplemental  indenture  pursuant to the provisions hereof, this Indenture shall
be  and  shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights,  obligations, duties, liabilities and immunities under this Indenture of
the  Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter
be  determined, exercised and enforced hereunder subject in all respects to such
modifications  and  amendments,  and  all  the  terms and conditions of any such
supplemental  indenture  shall  be  and  be  deemed  to be part of the terms and
conditions  of  this  Indenture  for  any  and  all  purposes.

Section  9.05.  [Reserved].
                ----------

Section  9.06.  Reference  in  Notes  to  Supplemental  Indentures.  Notes
                --------------------------------------------------
authenticated  and  delivered  after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear  a  notation  in  form  approved  by the Indenture Trustee as to any matter
provided  for  in  such  supplemental indenture.  If the Issuer or the Indenture
Trustee  shall so determine, new Notes so modified as to conform, in the opinion
of  the Indenture Trustee and the Issuer, to any such supplemental indenture may
be  prepared  and  executed by the Issuer and authenticated and delivered by the
Indenture  Trustee  in  exchange  for  Outstanding  Notes.

Section  9.07.  Book Entry Notes.  In addition to the supplements and amendments
                ----------------
contemplated  under  this  Article  IX,  at  such  time  as  the total number of
beneficial  owners  of  the  Notes may exceed 100 for purposes of the Investment
Company  Act of 1940, as demonstrated in an opinion of counsel acceptable to the
Indenture  Trustee  and  the  Note Insurer, the Holders of 100% of the Notes may
request  with  the  consent  of  the  Note  Insurer  (such  consent  not  to  be
unreasonably  withheld),  and the Issuer and Indenture Trustee shall prepare, an
amendment  to  this  Indenture  to  provide for the conversion of the Notes from
physical  to  book  entry  form,  permit  the  entering  into  of  a contractual
depository  arrangement  with  The  Depository Trust Company or similar clearing
agency, and remove the requirements for the provision by proposed transferees of
representation  letters, without any requirements for the provision of new legal
opinions  or  officer's  Certificates by any party otherwise required hereunder.
All  costs  and  expenses  (including  attorneys'  fees)  associated  with  such
conversion  to  book-entry  form  shall  be  borne  by  the  Noteholders.

                                    ARTICLE X

                      Note and Collateral Purchase Options

     Section  10.01.  Note  and  Collateral  Purchase Options.  (a)  All but not
                      ---------------------------------------
less  than  all  of  the Notes are subject to purchase on the Note Purchase Date
from the then Noteholders by the Certificateholder pursuant to the Note Purchase
Option  granted  to  the  Certificateholder  under  Section 3.11(a) of the Trust
Agreement.  The purchase price for the Notes shall be equal to the Note Purchase
Price.  In  order  to  exercise  the Note Purchase Option, the Certificateholder
must,  no  later  than  the eighth Business Day prior to the Note Purchase Date,
deliver  to  the Issuer, the Indenture Trustee (with copies to Bear Stearns, the
Rating  Agencies, the Note Insurer and the Servicer) written notice, in the form
of  Exhibit  G  hereto,  of  its  intent to purchase all of the Notes and of the
Payment  Date  on  which  it  intends  to  do so, which will constitute the Note
Purchase  Date.  The  Indenture  Trustee shall furnish notice of the exercise of
the Note Purchase Option to the Noteholders in compliance with Section 10.02. On
such  Note Purchase Date, the Certificateholder shall deposit with the Indenture
Trustee  cash  in  an amount sufficient, together with amounts on deposit (i) in
the  Reserve Account otherwise to be paid to the Noteholders with respect to the
LIBOR  Interest  Carryover  Amount  on  such  Note Purchase Date and (ii) in the
Trustee Collection Account and available for payment on the Notes to provide for
payment  of  the  Note  Purchase  Price.  Such  amount shall be deposited by the
Indenture Trustee into a separate sub-account of the Trustee Collection Account.
Such amounts shall be paid by the Indenture Trustee to Holders of Notes (and, if
funds  are  due,  to  the  Note  Insurer)  as  provided  in  Section  10.03.

     (b)  The  Notes are subject to redemption in whole, but not in part, on the
Payment Date following the exercise of the Certificateholder Collateral Purchase
Option,  granted  to  the  Certificateholder under Section 3.11(a)  of the Trust
Agreement,  or  following  the  exercise of the Bear Stearns Collateral Purchase
Option,  granted  to  Bear, Stearns under Section 3.11(b) of the Trust Agreement
and  receipt  by  the  Indenture  Trustee  of  the  Certificateholder Collateral
Purchase Price or the Bear Stearns Collateral Purchase Price, as applicable.  In
order  to  exercise the Certificateholder Collateral Purchase Option or the Bear
Stearns  Collateral  Purchase  Option, the Certificateholder or Bear Stearns (or
Bear  Stearns'  assignee), respectively, must, no later than the eighth Business
Day  prior to the Collateral Purchase Date, deliver to the Issuer, the Indenture
Trustee  (with  copies to the Certificateholder  (in the case of the exercise of
the  Bear Stearns Collateral Option), the Rating Agencies, the Note Insurer, the
Swap  Counterparty  and  the  Servicer) written notice, in the form of Exhibit H
hereto,  of its intent to purchase all of the Collateral and of the Payment Date
on  which it intends to do so which will constitute the Collateral Purchase Date
and  the  Redemption  Date  for  the Notes.  The Indenture Trustee shall furnish
notice  of  the  exercise of the Certificateholder Collateral Purchase Option or
the  Bear  Stearns  Collateral  Purchase Option to the Noteholders in compliance
with  Section 10.02.  On such Collateral Purchase Date, the Certificateholder or
Bear  Stearns  (or  Bear  Stearns'  assignee)  shall  deposit with the Indenture
Trustee  cash  in  an amount sufficient, together with amounts on deposit (i) in
the Reserve Account and (ii) in the Trustee Collection Account and available for
payment  on  the Notes, to provide for payment of the Collateral Purchase Price,
plus  any  amounts  due  to  the  Swap Counterparty pursuant to Section 10.04(b)
below.  Such  amount shall be deposited by the Indenture Trustee into a separate
sub-account  of  the  Trustee Collection Account.  Such amounts shall be paid by
the  Indenture  Trustee  to Holders of Notes (and, if funds are due, to the Note
Insurer  and/or  the  Swap  Counterparty,  as applicable) as provided in Section
10.03.

     (c)  If  the  Bear  Stearns  Collateral  Purchase Option is exercised, upon
receipt  of  the  notice  specified  in  with  Section  10.01(b)  above,  the
Certificateholder  shall  have  the  option  to  exercise  the Certificateholder
Collateral  Purchase  Option, in the manner specified in Section 10.01(b) above,
at  any  time  up  to  and including the fifth Business Day prior to the related
Collateral  Purchase  Date.  If both the Bear Stearns Collateral Purchase Option
and  the  Certificateholder  Collateral  Purchase  Option  are  exercised,  the
Indenture  Trustee  shall  accept  the instructions of the Certificateholder and
shall  deliver the Mortgage Loans, the Pooled Certificates and (with the consent
of  the  Swap Counterparty) the Swap Agreements, to the Certificateholder on the
related  Collateral  Purchase  Date,  in  exchange  for  the  Certificateholder
Collateral  Purchase  Price,  plus  any  amounts  due  to  the Swap Counterparty
pursuant  to  Section 10.04(b) below; provided, however, that if both Collateral
                                      --------  -------
Purchase  Options  are  exercised and the Certificateholder fails to deliver the
Certificateholder Collateral Purchase Price on the Collateral Purchase Date, the
Certificateholder Collateral Purchase Option shall be terminated; in such event,
the  Indenture  Trustee  shall  notify  Bear Stearns (or its assignee), and Bear
Stearns  (or  its  assignee)  shall have the option to exercise the Bear Stearns
Collateral  Purchase  Option  on the second succeeding Business Day, which shall
become the new Collateral Purchase Date.  In the event that Bear Stearns (or its
assignee) chooses not to re-exercise the Bear Stearns Collateral Purchase Option
or  fails  to  deliver  the  Bear  Stearns Collateral Purchase Price on such new
Collateral Purchase Date, the Bear Stearns Collateral Purchase Option shall also
be  terminated.

     (d)  Notwithstanding the forgoing, if the Certificateholder or Bear Stearns
(or  its  assignee)  exercises  its  Collateral Purchase Option or Note Purchase
Option, as the case may be, and fails to deliver the related Collateral Purchase
Price  or Note Purchase Price, as applicable, on the related Collateral Purchase
Date  or  Note  Purchase Date, as applicable, such exercised Collateral Purchase
Option  or  Note  Purchase  Option  shall become null, void and terminated.  The
failure  of the Certificateholder or Bear Stearns (or its assignee), as the case
may be, to deliver the related Collateral Purchase Price or Note Purchase Price,
as  applicable,  on the related Collateral Purchase Date or Note Purchase Price,
as  applicable,  shall  not  affect  the rights of the Certificateholder or Bear
Stearns  (or  its  assignee),  as the case may be, in any unexercised Collateral
Purchase  Option  or  Note  Purchase  Option,  as  the  case  may  be.

     (e)  In  all cases of an exercise of a Collateral Purchase Option or a Note
Purchase  Option,  the  party exercising such Collateral Purchase Option or Note
Purchase  Option,  as  applicable, shall be solely responsible for the costs and
expenses  of  the  Issuer,  the Owner Trustee, the Indenture Trustee, and in the
case of any exercise of a Collateral Purchase Option, the Note Insurer, the Swap
Counterparty  and  the  Servicer.

     Section  10.02.  Form  of  Option  Notice.  Notice  of exercise of the Note
                      ------------------------
Purchase  Option,  Certificateholder  Collateral  Purchase  Option  or  the Bear
Stearns  Collateral  Purchase  Option,  as  the case may be, under Section 10.01
shall  be  given  by  the Indenture Trustee by facsimile or by first-class mail,
postage prepaid, transmitted or mailed not less than five Business Days prior to
the  Note Purchase Date or the Redemption Date, as applicable, to each Holder of
Notes,  as  of  the close of business on the Record Date preceding such Purchase
Date  or  Redemption  Date, as applicable, at such Holder's address appearing in
the  Note  Register.

All  such  notices  shall  state:

     (i)     the  Note  Purchase  Date  or  Redemption  Date  upon  which  the
Noteholders  will  receive  payment  in  full  on  their  Notes;

     (ii)    the  amount the Noteholders will be paid separately stating amounts
in  respect  of  principal,  interest  and  LIBOR  Interest  Carryover  Amounts;

     (iii)   that  the  Record  Date  otherwise applicable to such Note Purchase
Date or  Redemption  Date is not applicable and that payments shall be made only
upon presentation and surrender of such Notes and the place where such Notes are
to be surrendered for payment of the Note Purchase Price or the Redemption Price
(which  shall be the office or agency of the Issuer to be maintained as provided
in  Section  3.02);  and

     (iv)    that  interest  on  the  Notes  shall  cease  to accrue (i) for the
benefit  of  the  then  Noteholders  on such Note Purchase Date and (ii) on such
Redemption  Date  and  no  interest shall accrue on the Note Purchase Price, the
Certificateholder  Collateral  Purchase  Price  or  the  Bear Stearns Collateral
Purchase Price, as applicable.

     The  foregoing  notice  shall be given by the Indenture Trustee in the name
and  at  the  expense  of  the  party  exercising  the  Note  Purchase Option or
Collateral  Purchase  Option.  Failure  to  give  notice  of  such  purchase  or
redemption, or any defect therein, to any Holder of any Note shall not impair or
affect  the  validity  of  the  purchase  or  redemption  of  any  other  Note.

     Section  10.03.  Notes Payable on Purchase Date.  The Notes to be purchased
                      ------------------------------
or  redeemed  shall,  following notice as required by Section 10.02, on the Note
Purchase  Date  or  Redemption  Date become due and payable at the Note Purchase
Price  or  the Redemption Price, as applicable, and (unless the party exercising
such  Note  Purchase  Option  or Collateral Purchase Option shall default in the
payment  of  the  Note Purchase Price or the Redemption Price, as applicable) no
interest  shall  accrue  on  the Note Purchase Price or the Redemption Price, as
applicable,  for  any  period  after  the  date  to  which  accrued  interest is
calculated for purposes of calculating the Note Purchase Price or the Redemption
Price,  as  applicable.

Section  10.04.  The Indenture After the Exercise of the Note Purchase Option or
                 ---------------------------------------------------------------
a  Collateral  Purchase  Option  .  (a)  Subsequent to the purchase of the Notes
-------------------------------
following  exercise  of the Note Purchase Option, the Certificateholder shall be
the  sole  Noteholder.  The  Certificateholder may subsequently transfer some or
all  of  the  Notes  in  accordance  with  the  provisions  hereof.

(b)     Subsequent  to  the  purchase  of the Collateral following exercise of a
Collateral  Purchase Option, this Indenture shall be satisfied and discharged in
accordance  with  Section  4.12 hereof.  The Indenture Trustee shall release the
lien  of  this  Indenture with respect to the purchased Collateral in accordance
with  the  provisions  of  Section  4.06  hereof;  provided,  however,  the Swap
                                                   --------   -------
Agreements shall be terminated in accordance with their terms on such Redemption
Date  unless  the  Swap  Counterparty  shall  have  consented  in writing to the
assignment  of  the Swap Agreements to the Certificateholder or Bear Stearns (or
its  assignee), as applicable, and if the Swap Agreements are so terminated, the
Certificateholder or Bear Stearns (or its assignee), as applicable, shall pay to
the  Swap  Counterparty  any  termination payments owed to the Swap Counterparty
under  the  Swap  Agreements by the Issuer as a result of the termination of the
Swap  Agreements; and provided, further, that if no amounts are due and owing to
                      --------  -------
the  Note  Insurer, all amounts on deposit in Swap Counterparty Reserve Account,
if  any,  and the Interest Rate Floor Agreement shall be transferred or assigned
to  the  Certificateholder  or  its  designee.

(c)     If  subsequent to the purchase of the Collateral following exercise of a
Collateral  Purchase Option, the Indenture Trustee receives any payment from the
Swap  Counterparty,  with respect to a Swap Agreement, or from the Interest Rate
Floor Provider, with respect to the Interest Rate Floor Agreement, the Indenture
Trustee  shall  forward  such  sums  promptly  upon  receipt  to  the party that
purchased  the  Collateral,  in  the case of a Swap Agreement payment, or to the
Certificateholder,  in  the  case  of  an Interest Rate Floor Agreement payment.

                                   ARTICLE XI

                                  Miscellaneous

Section  11.01.  Compliance  Certificates  and  Opinions,  etc.  (a)  Upon  any
                 ----------------------------------------------
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee  and  to  the Note Insurer (i) an Officer's Certificate stating that all
conditions  precedent,  if  any,  provided for in this Indenture relating to the
proposed  action have been complied with, and (ii) an opinion of counsel stating
that  in the opinion of such counsel all such conditions precedent, if any, have
been  complied with, except that, in the case of any such application or request
as  to  which  the  furnishing of such documents is specifically required by any
provision  of  this  Indenture,  no  additional  certificate  or opinion need be
furnished.

Every  certificate  or  opinion  with  respect to compliance with a condition or
covenant  provided  for  in  this  Indenture  shall  include:

     (1)     a  statement that each signatory of such certificate or opinion has
read  or  has  caused  to be read such covenant or condition and the definitions
herein  relating  thereto;

     (2)     a  brief statement as to the nature and scope of the examination or
investigation  upon  which  the  statements  or  opinions  contained  in  such
certificate  or  opinion  are  based;

     (3)     a  statement  that,  in  the  opinion  of each such signatory, such
signatory has  made  such examination or investigation as is necessary to enable
such signatory to express an informed opinion as to whether or not such covenant
or  condition  has  been  complied  with;

     (4)     a  statement  as to whether, in the opinion of each such signatory,
such  condition  or  covenant  has  been  complied  with;  and

     (5)     if  the  signer  of  such  Certificate or opinion is required to be
Independent, the Statement required by the definition of the term "Independent".

(b)     (i)     Prior  to  the  deposit  of  any Collateral or other property or
securities  with  the  Indenture  Trustee  that  is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer  shall,  in  addition  to  any  obligation imposed in Section 11.01(a) or
elsewhere  in  this  Indenture,  furnish  to  the Indenture Trustee an Officer's
Certificate  certifying  or  stating  the  opinion  of  each person signing such
certificate  as to the fair value (within 90 days of such deposit) to the Issuer
of  the  Collateral  or  other  property  or  securities  to  be  so  deposited.

     (ii)     Subject  to  clause (iii), whenever any property or securities are
to be released from the lien of this Indenture, the Issuer shall also furnish to
the Indenture Trustee an Officer's Certificate certifying or stating the opinion
of  each person signing such certificate as to the fair value (within 90 days of
such  release) of the property or securities proposed to be released and stating
that  in  the  opinion  of  such person the proposed release will not impair the
security  under  this  Indenture  in  contravention  of  the  provisions hereof.

     (iii)    Notwithstanding  any  provision of this Indenture, the Issuer may,
without compliance with the requirements of the other provisions of this Section
11.01,  (A)  collect, sell or otherwise dispose of Mortgage Loans and Properties
as  and  to  the extent permitted or required by the Basic Documents or (B) make
cash  payments out of the Accounts as and to the extent permitted or required by
the  Basic  Documents.

Section  11.02.  Form  of Documents Delivered to Indenture Trustee.  In any case
                 -------------------------------------------------
where  several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by,  or  covered  by  the  opinion  of, only one such Person, or that they be so
certified  or  covered  by only one document, but one such Person may certify or
give  an opinion with respect to some matters and one or more other such Persons
as  to  other  matters, and any such Person may certify or give an opinion as to
such  matters  in  one  or  several  documents.

Any  certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar  as  it  relates  to legal matters, upon a certificate or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable  care should know, that the certificate or opinion or representations
with  respect  to the matters upon which his certificate or opinion is based are
erroneous.  Any  such certificate of an Authorized Officer or opinion of counsel
may  be  based,  insofar as it relates to factual matters, upon a certificate or
opinion  of,  or representations by, an officer or officers of the Servicer, the
Issuer,  the  Seller or the Depositor, stating that the information with respect
to  such  factual  matters is in the possession of the Servicer, the Issuer, the
Seller  or  the  Depositor,  unless  such  counsel  knows, or in the exercise of
reasonable  care should know, that the certificate or opinion or representations
with  respect  to  such  matters  are  erroneous.

Where  any Person is required to make, give or execute two or more applications,
requests,  consents,  certificates,  statements,  opinions  or other instruments
under  this  Indenture,  they  may,  but  need not, be consolidated and form one
instrument.

Whenever in this Indenture, in connection with any application or certificate or
report  to  the  Indenture Trustee, it is provided that the Issuer shall deliver
any  document as a condition of the granting of such application, or as evidence
of  the  Issuer's compliance with any term hereof, it is intended that the truth
and  accuracy,  at  the  time  of  the  granting  of  such application or at the
effective  date of such certificate or report (as the case may be), of the facts
and  opinions stated in such document shall in such case be conditions precedent
to  the  right  of  the  Issuer  to  have  such  application  granted  or to the
sufficiency of such certificate or report.  The foregoing shall not, however, be
construed  to  affect  the  Indenture Trustee's right to rely upon the truth and
accuracy  of any statement or opinion contained in any such document as provided
in  Article  VI.

Section  11.03.  Acts  of Noteholders.  (a)  Any request, demand, authorization,
                 --------------------
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders may be embodied in and evidenced by one or more
instruments  of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and except as herein otherwise expressly
provided  such action shall become effective when such instrument or instruments
are  delivered  to  the  Indenture  Trustee,  and,  where it is hereby expressly
required,  to  the  Issuer.  Such  instrument  or  instruments  (and  the action
embodied  therein and evidenced thereby) are herein sometimes referred to as the
"Act"  of  the  Noteholders  signing  such  instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent shall
be  sufficient  for  any purpose of this Indenture and (subject to Section 6.01)
conclusive  in  favor  of  the  Indenture Trustee and the Issuer, if made in the
manner  provided  in  this  Section  11.03.

(b)     The  fact and date of the execution by any person of any such instrument
or  writing  may  be  proved  in  any  manner  that  the Indenture Trustee deems
sufficient.

(c)     The  ownership  of  Notes  shall  be  proved  by  the  Note  Register.

(d)     Any  request,  demand, authorization, direction, notice, consent, waiver
or  other  action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in  respect  of  anything  done, omitted or suffered to be done by the Indenture
Trustee  or  the  Issuer  in  reliance  thereon, whether or not notation of such
action  is  made  upon  such  Note.

Section  11.04.  Notices,  etc.,  to Indenture Trustee, Issuer, Note Insurer and
                 ---------------------------------------------------------------
Rating  Agencies.  Any  request,  demand,  authorization,  direction,  notice,
----------------
consent,  waiver  or Act of Noteholders or other documents provided or permitted
by  this  Indenture  shall  be  in  writing  and  if  such  request,  demand,
authorization, direction, notice, consent, waiver or act of Noteholders is to be
made  upon,  given  or  furnished  to  or  filed  with:

(i)     the  Indenture  Trustee  by  any  Noteholder  or  by the Issuer shall be
sufficient  for  every  purpose  hereunder if made, given, furnished or filed in
writing  to  or  with  the  Indenture  Trustee at the Corporate Trust Office, or

(ii)     the  Issuer  by  the  Indenture  Trustee  or by any Noteholder shall be
sufficient  for  every  purpose  hereunder if in writing and mailed first-class,
postage  prepaid  to  the Issuer addressed to: TMA Mortgage Funding Trust I, c/o
Wilmington Trust Company, Rodney Square North, Wilmington, Delaware 19890 with a
copy to Thornburg Mortgage Asset Corporation, 119 Marcy Street, Suite 201, Santa
Fe,  New  Mexico 87501, Attention of Larry Goldstone, President, or at any other
address  previously  furnished in writing to the Indenture Trustee by the Issuer
or  the Depositor.  The Issuer shall promptly transmit any notice received by it
from  the  Noteholders  to  the  Indenture  Trustee,  or

(iii)     the  Note  Insurer  by  the  Issuer,  the  Indenture Trustee or by any
Noteholders  shall  be  sufficient for every purpose hereunder to in writing and
mailed,  first-class postage pre-paid, or personally delivered or telecopied to:
Ambac  Assurance  Corporation, One State Street Plaza, 17th Floor, New York, New
York  10004,  Attention:  Structured  Finance  -  Mortgage-Backed  Securities,
Telephone:  (212)  208-3387,  Telecopier:  (212)  363-1459.

Notices required to be given to the Rating Agencies by the Issuer, the Indenture
Trustee or the Owner Trustee shall be in writing, personally delivered or mailed
by  certified  mail, return receipt requested, to (i) in the case of Moody's, at
the following address:  Moody's Investors Service, ABS Monitoring Department, 99
Church  Street,  New  York, New York 10007; and (ii) in the case of S& P, at the
following  address:  Standard & Poor's, a division of The McGraw-Hill Companies,
Inc.,  26  Broadway  (15th  Floor), New York, New York 10004, Attention of Asset
Backed  Surveillance  Department;  or as to each of the foregoing, at such other
address  as  shall  be  designated  by  written  notice  to  the  other parties.

Section  11.05.  Notices  to Noteholders; Waiver.  Where this Indenture provides
                 -------------------------------
for  notice to Noteholders of any event, such notice shall be sufficiently given
(unless  otherwise  herein  expressly  provided)  if  in  writing  and  mailed,
first-class,  postage  prepaid to each Noteholder affected by such event, at his
address  as it appears on the Note Register, not later than the latest date, and
not  earlier  than  the earliest date, prescribed for the giving of such notice.
In any case where notice to Noteholders is given by mail, neither the failure to
mail  such  notice  nor  any  defect  in  any notice so mailed to any particular
Noteholder  shall  affect  the  sufficiency of such notice with respect to other
Noteholders,  and  any notice that is mailed in the manner herein provided shall
conclusively  be  presumed  to  have  been  duly  given.

Where  this  Indenture  provides  for  notice  in any manner, such notice may be
waived  in  writing by any Person entitled to receive such notice, either before
or  after  the  event,  and  such waiver shall be the equivalent of such notice.
Waivers  of  notice by Noteholders shall be filed with the Indenture Trustee but
such  filing  shall  not  be a condition precedent to the validity of any action
taken  in  reliance  upon  such  a  waiver.

In  case,  by  reason of the suspension of regular mail service as a result of a
strike,  work  stoppage  or  similar  activity,  it shall be impractical to mail
notice  of  any  event  to  Noteholders when such notice is required to be given
pursuant  to  any  provision  of  this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient  giving  of  such  notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give
such  notice shall not affect any other rights or obligations created hereunder,
and  shall  not  under  any  circumstance  constitute  an  Event  of  Default.

Section  11.06.  Alternate  Payment  and Notice Provisions.  Notwithstanding any
                 -----------------------------------------
provision  of this Indenture or any of the Notes to the contrary, the Issuer may
enter  into  any  agreement  with any Holder of a Note providing for a method of
payment,  or notice by the Indenture Trustee or any Paying Agent to such Holder,
that  is  different  from  the  methods  provided for in this Indenture for such
payments or notices.  The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices  to  be  given  in  accordance  with  such  agreements.

Section  11.07.  Rights  of the Note Insurer and the Swap Counterparty.  (a)  So
                 -----------------------------------------------------
long  as  there  does not exist a failure by the Note Insurer to make a required
payment under either the Note Insurance Policy or the Swap Insurance Policy, the
Note  Insurer  shall  have  the  right to exercise and may exercise, without the
consent  of  the  Noteholders,  each  and every right of the Noteholders granted
pursuant  to  this  Indenture  and  the  Noteholders shall not exercise any such
rights  except  upon  the  prior  written consent of the Note Insurer; provided,
                                                                       --------
however,  that  any  right  conferred  to  the  Note  Insurer hereunder shall be
-------
suspended  during  any  period  in  which  the Note Insurer is in default in its
payment obligations under either of the Insurance Policies.  At such time as the
Notes  are no longer outstanding, and no amounts owed to the Note Insurer remain
unpaid,  the  Note  Insurer's  rights  hereunder  shall  terminate.

     (b)  The  rights  of  the  Swap  Counterparty  under  this  Indenture shall
terminate  upon  the  termination  of  the last remaining Swap Agreement and the
payment  to  the  Swap  Counterparty  of  all  amounts  due to it under the Swap
Agreements.

Section  11.08.  Effect  of  Headings.  The Article and Section headings and the
                 --------------------
Table  of  Contents  herein  are  for  convenience only and shall not affect the
construction  hereof.

Section  11.09.  Successors  and  Assigns.  All covenants and agreements in this
                 ------------------------
Indenture  and  the  Notes  by the Issuer shall bind its successors and assigns,
whether  so  expressed  or not.  All agreements of the Indenture Trustee in this
Indenture  shall  bind  its  successors,  co-trustees  and  agents.

Section 11.10.  Separability.  In case any provision in this Indenture or in the
                ------------
Notes  shall  be  invalid, illegal or unenforceable, the validity, legality, and
enforceability  of  the remaining provisions shall not in any way be affected or
impaired  thereby.

Section  11.11.  Benefits  of  Indenture.  Each of the Swap Counterparty and the
                 -----------------------
Note  Insurer and their respective successors and assigns shall be a third-party
beneficiary  to  the provisions of this Indenture.  Nothing in this Indenture or
in  the  Notes,  express  or  implied,  shall give to any Person, other than the
parties  hereto  and  their  successors  hereunder, and the Noteholders, and any
other  party  secured hereunder, and any other Person with an ownership interest
in  any  part  of the Trust Estate, any benefit or any legal or equitable right,
remedy  or  claim  under  this  Indenture.

Section 11.12.  Legal Holidays.  In any case where the date on which any payment
                --------------
is due shall not be a Business Day, then (notwithstanding any other provision of
the  Notes  or this Indenture) payment need not be made on such date, but may be
made  on  the  next succeeding Business Day with the same force and effect as if
made  on  the  date on which nominally due, and no interest shall accrue for the
period  from  and  after  any  such  nominal  date.

Section  11.13.  GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE
                 -------------
WITH THE LAWS OF THE STATE OF NEW YORK, 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  11.14.  Counterparts.  This  Indenture may be executed in any number of
                 ------------
counterparts,  each  of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

Section  11.15.  Recording  of  Indenture.  If  this  Indenture  is  subject  to
                 ------------------------
recording  in  any appropriate public recording offices, such recording is to be
effected  by  the Issuer and at its expense accompanied by an opinion of counsel
(which  may  be counsel to the Indenture Trustee or any other counsel reasonably
acceptable  to  the  Indenture  Trustee)  to  the  effect that such recording is
necessary  either  for  the  protection  of  the Noteholders or any other Person
secured  hereunder  or for the enforcement of any right or remedy granted to the
Indenture  Trustee  under  this  Indenture.

Section  11.16.  Issuer  Obligation.  No  recourse  may  be  taken,  directly or
                 ------------------
indirectly,  with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other  writing  delivered  in  connection herewith or therewith, against (i) the
Indenture  Trustee  or  the  Owner  Trustee in its individual capacity, (ii) any
owner  of  a  beneficial  interest  in  the  Issuer or (iii) any partner, owner,
beneficiary,  agent,  officer,  director,  employee  or  agent  of the Indenture
Trustee  or  the  Owner  Trustee  in  its  individual  capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of  any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual  capacity,  except  as  any such Person may have expressly agreed (it
being  understood  that the Indenture Trustee and the Owner Trustee have no such
obligations  in  their  individual  capacity)  and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law,  for  any  unpaid  consideration  for stock, unpaid capital contribution or
failure  to  pay any installment or call owing to such entity.  For all purposes
of this Indenture, in the performance of any duties or obligations of the Issuer
hereunder,  the  Owner Trustee shall be subject to, and entitled to the benefits
of,  the  terms  and  provisions  of  Articles  VI,  VII  and  VIII of the Trust
Agreement.

Section  11.17.  No  Petition.  The  Indenture  Trustee,  by  entering into this
                 ------------
Indenture,  and  each Noteholder, by accepting a Note, hereby covenant and agree
that  they  shall  not, prior to the date that is one year and one day after the
termination  of this Indenture institute against the Depositor or the Issuer, or
join  in any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization,  arrangement,  receivership,  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
Notes,  this  Indenture  or  any  of  the  other  Basic  Documents.

Section  11.18.  Inspection.  The  Issuer  agrees that, on reasonable prior
                 ----------
notice,  it  will permit any representative of the Indenture Trustee, during the
Issuer's  normal  business  hours, to examine all the books of account, records,
reports  and  other papers of the Issuer, to make copies and extracts therefrom,
to  cause  such books to be audited by Independent certified public accountants,
and  to  discuss  the  Issuer's affairs, finances and accounts with the Issuer's
officers,  employees,  and Independent certified public accountants, all at such
reasonable  times  and  as  often as may be reasonably requested.  The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information  except  to  the  extent  disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the  extent  that  the  Indenture  Trustee  may  reasonably  determine that such
disclosure  is  consistent  with  its  obligations  hereunder.

     IN  WITNESS  WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture  to  be  duly  executed  by  their respective officers, thereunto duly
authorized  and  duly  attested, all as of the day and year first above written.

TMA  MORTGAGE  FUNDING  TRUST  I,  as  Issuer

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

                           By:___________________________________
                              Name:
                              Title:

                           BANKERS  TRUST  COMPANY  OF  CALIFORNIA,  N.A.,
                           as  Indenture  Trustee,  as  Note  Paying
                           Agent  and  as  Note  Registrar

                           By:___________________________________
                              Name:
                              Title:



STATE  OF  DELAWARE     )

                        )  ss.:

COUNTY  OF              )

On  this  18th  day  of December, 1998 before me personally appeared Patricia A.
Evans,  to me known, who being by me duly sworn did depose and say that she is a
Financial  Services  Officer  of  the  Owner  Trustee,  one  of the corporations
described  in  and  which executed the above instrument, and that she signed her
name  thereto  by  like  order.


                                  Notary Public

[Notarial  Seal]



STATE  OF  NEW  YORK     )

                         )  ss.:

COUNTY  OF  NEW  YORK    )

On  this  18th  day  of  December,  1998  before me personally appeared David M.
Arnold, to me known, who being by me duly sworn did depose and say that he is an
Assistant  Secretary  of Bankers Trust Company of California, N.A., as Indenture
Trustee,  one  of  the  corporations  described  in and which executed the above
instrument,  and  that  he  signed  his  name  thereto  by  like  order.


                                  Notary Public

[Notarial  Seal]





                                                                       EXHIBIT A

                             [FORM OF CLASS A NOTE]

THIS  NOTE  HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT").  THE HOLDER HEREOF, BY PURCHASING THIS NOTE AGREES FOR
THE  BENEFIT  OF  THE  TRUST  THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY  TO  A  PERSON  WHOM  THE  TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS  GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE  144A,  OR  TO AN INSTITUTIONAL ACCREDITED INVESTOR TO WHOM NOTICE IS GIVEN
THAT  THE  RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON REGULATION D,
AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES  OR  OTHER  JURISDICTIONS.  THE  HOLDER  HEREOF,  BY PURCHASING THIS NOTE
REPRESENTS AND AGREES FOR THE BENEFIT OF THE TRUST, THE DEPOSITOR, THE SERVICER,
THE  INDENTURE  TRUSTEE,  THE  NOTE  INSURER,  THE OWNER TRUSTEE AND THE INITIAL
PURCHASERS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A  OR  AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1)-(3)
OR  (7)  OF REGULATION D UNDER THE SECURITIES ACT) OR AN ENTITY IN WHICH ALL THE
EQUITY  OWNERS  COME WITHIN SUCH PARAGRAPHS AND THAT IT IS HOLDING THIS NOTE FOR
INVESTMENT  PURPOSES  AND  NOT  FOR  DISTRIBUTION.

THE  HOLDER  OF  THIS  NOTE  FURTHER  UNDERSTANDS  AND AGREES THAT THE NUMBER OF
BENEFICIAL  OWNERS  OF  ALL NOTES MAY NOT EXCEED 97 IN NUMBER; THAT TRANSFERS OF
THE NOTES WILL BE RESTRICTED ACCORDINGLY; AND THAT THE HOLDER HEREOF WILL NOTIFY
THE  INDENTURE  TRUSTEE  IF  THE  NUMBER  OF BENEFICIAL OWNERS OF THIS NOTE WILL
CHANGE  AS  PROVIDED  HEREIN  AND  IN  THE  INDENTURE.

THIS  NOTE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY A TRANSFEREE UNLESS THE
PROPOSED  TRANSFEREE  REPRESENTS TO THE TRUST AND THE INDENTURE TRUSTEE, IN FORM
AND  SUBSTANCE  SATISFACTORY  TO  THE  TRUST  AND THE INDENTURE TRUSTEE, THAT IT
EITHER:  (I)  IS NOT, AND IS NOT PURCHASING A NOTE, DIRECTLY OR INDIRECTLY, FOR,
ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT  WHICH  IS  SUBJECT  TO  TITLE  I  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 (II) PTCE 95-60, PTCE 96-23,
PTCE 91-38, PTCE 90-1, PTCE 84-14 OR SOME OTHER PROHIBITED TRANSACTION EXEMPTION
IS  APPLICABLE  TO  THE  PURCHASE  AND  HOLDING  OF  A  NOTE  BY THE TRANSFEREE.

TRANSFER  OF  THE  THIS  NOTE IS SUBJECT TO FURTHER RESTRICTIONS AS SET FORTH IN
SECTION  4.02  OF  THE  INDENTURE.



                          TMA MORTGAGE FUNDING TRUST I

            COLLATERALIZED ASSET-BACKED NOTES, SERIES 1998-1, CLASS A

NO.  A-___                                             CUSIP  NO.  87257S  AA  3

FIRST  PAYMENT  DATE     :  DECEMBER  28,  1998      INITIAL CLASS PRINCIPAL
                            BALANCE  OF  THIS  NOTE
                         ("DENOMINATION"):  $

INDENTURE  TRUSTEE       :  BANKERS  TRUST  COMPANY,
                         OF  CALIFORNIA,  N.A.

NOTE  RATE               :  VARIABLE                 ORIGINAL CLASS PRINCIPAL
                            BALANCE OF ALL NOTES : $1,144,423,000

MATURITY  DATE           :  JANUARY  25,  2029



THIS  CERTIFIES  THAT  ______________________________________________________ is
the  registered  owner  of the COLLATERALIZED ASSET-BACKED NOTES, SERIES 1998-1,
CLASS  A, issued by TMA MORTGAGE FUNDING TRUST I, a business trust organized and
existing  under  the  laws  of  the State of Delaware (herein referred to as the
"Issuer").  The  Issuer, for value received, hereby promises to pay to the above
named  registered  owner,  or  registered  assigns,  the initial Class Principal
Balance  of  this  Note  listed above, payable on each Payment Date in an amount
equal  to  the  result  obtained  by multiplying (i) a fraction the numerator of
which is the initial Class Principal Balance of this Note and the denominator of
which is the original Class Principal Balance of all Notes listed above, by (ii)
the  aggregate  amount,  if  any, payable from the Trustee Collection Account in
respect  of  principal  on  the Notes pursuant to Section 3.05 of the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due  and  payable  on  the  earlier  of  the  Maturity Date listed above and the
Redemption  Date,  if  any,  pursuant  to  Section  10.1  of  the  Indenture.

The  Issuer  will  pay  interest on this Note at the rate per annum equal to the
Note  Rate  (as  defined  on the reverse hereof), on each Payment Date until the
principal  of  this Note is paid or made available for payment, on the principal
amount  of  this  Note  outstanding  on the preceding Payment Date (after giving
effect  to  all  payments  of  principal  made  on  the preceding Payment Date).
Interest  on  this  Note  will  accrue  for  each Payment Date during the period
beginning  on the immediately preceding Payment Date (or the Closing Date in the
case  of  the first Accrual Period) and ending on the calendar day prior to such
Payment  Date  (each an "Accrual Period") and will be calculated on the basis of
the  actual  number  of  days  in  each  such  period  and a 360-day year.  Such
principal  of and interest on this Note shall be paid in the manner specified on
the  reverse  hereof.

The  principal of and interest on this Note are payable in such coin or currency
of  the  United  States of America as at the time of payment is legal tender for
payment  of  public  and  private  debts.

Reference  is  made  to  the  further  provisions  of this Note set forth on the
reverse  hereof,  which  shall have the same effect as though fully set forth on
the  face  of  this  Note.

Unless  the  certificate  of  authentication  hereon  has  been  executed by the
Indenture  Trustee whose name appears below by manual signature, this Note shall
not  be  entitled  to any benefit under the Indenture referred to on the reverse
hereof,  or  be  valid  or  obligatory  for  any  purpose.

Capitalized  terms  used  in  this  Note  but  not defined herein are defined in
Appendix A to the Indenture, which also contains rules as to usage that shall be
applicable  herein.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or  in  facsimile,  by  its  Authorized  Officer as of the date set forth below.



Date:                    TMA  MORTGAGE  FUNDING  TRUST  I



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



                                   By:_______________________________

                                   Authorized  Signatory





                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Collateralized Asset-Backed Notes, Series 1998-1, Class A, of
TMA  Mortgage  Funding  Trust  I,  designated  above  and  referred  to  in  the
within-mentioned  Indenture.



Date:                    BANKERS  TRUST  COMPANY  OF
                                CALIFORNIA,  N.A.,  not  in  its  individual
                                capacity  but  solely  as  Indenture  Trustee,



                         By:  _________________________________

                              Authorized  Signatory



                            [REVERSE OF CLASS A NOTE]



This  Note  is one of a duly authorized issue of Notes of the Issuer, designated
as  its  Collateralized  Asset-Backed  Notes,  Series  1998-1 (herein called the
"Notes"),  all  issued  under  an  Indenture  dated as of December 1, 1998 (such
indenture,  as  supplemented  or  amended,  is  herein  called the "Indenture"),
between  the  Issuer and Bankers Trust Company of California, N.A., as indenture
trustee  (the  "Indenture  Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto  reference  is  hereby made for a statement of the respective rights and
obligations  thereunder  of the Issuer, the Indenture Trustee and the Holders of
the  Notes.  The  Notes  are  subject  to  all  terms  of  the  Indenture.

The  Notes  will  be  issued  in  certificated, fully-registered form in minimum
denominations of $100,000 and increments of $1,000 in excess thereof, except for
one  Note  which  may  be  issued  in  a  different  denomination.

The  Notes are and will be equally and ratably secured by the collateral pledged
as  security  therefor  as  provided  in  the  Indenture.

Principal  of  the  Notes  will  be  payable  on  each Payment Date in an amount
described on the face hereof until the principal balance of the Notes is reduced
to  zero.  "Payment Date" means the 25th day of each month, or, if any such date
is  not a Business Day, the next succeeding Business Day, commencing in December
1998.

As described on the face hereof, the entire unpaid principal amount of this Note
shall  be due and payable on the earlier of the Maturity Date and the Redemption
Date,  if  any,  pursuant to Section 10.1 of the Indenture.  Notwithstanding the
foregoing,  the  entire  unpaid  principal  amount of the Notes shall be due and
payable  on the date on which (i) an Event of Default shall have occurred and be
continuing and (ii) the Note Insurer, or the Indenture Trustee, with the consent
of  the  Note Insurer, or the Holders of the Notes, with the consent of the Note
Insurer, representing not less than a majority of the Class Principal Balance of
the  Notes  have  declared  the  Notes  to be immediately due and payable in the
manner provided in Section 5.02 of the Indenture.  All principal payments on the
Notes  shall  be  made  pro  rata  to  the  Noteholders  entitled  thereto.

AS  PROVIDED  IN THE TRUST AGREEMENT AND THE INDENTURE, THE NOTES ARE SUBJECT TO
PURCHASE  PURSUANT TO AN OPTION GRANTED TO THE HOLDER OF THE CERTIFICATES, WHICH
MAY  BE  EXERCISED  AT  ANY  TIME;  THE  NOTES  MAY ALSO BE REDEEMED AT ANY TIME
FOLLOWING  THE  EXERCISE  OF  CERTAIN COLLATERAL PURCHASE OPTIONS GRANTED TO THE
HOLDER  OF  THE CERTIFICATES AND TO BEAR, STEARNS & CO. INC.  IF ANY SUCH OPTION
IS  EXCERISED  THE  NOTEHOLDERS  WILL  BE  ENTITLED  TO  RECEIVE THE OUTSTANDING
PRINCIPAL  BALANCE OF THE NOTES, PLUS ACCRUED INTEREST THEREON AT THE LIBOR RATE
TO  THE  DATE  OF  PURCHASE  AND  ALL  UNPAID  LIBOR INTEREST CARRYOVER AMOUNTS.

As  provided  in  the  Indenture and the Sale and Servicing Agreement, the Notes
will  be redeemed in whole, but not in part, if the Servicer chooses to exercise
its  option  to purchase the Mortgage Loans, on any Payment Date on or after the
date  on  which  the  aggregate  Loan  Balance  is five percent or less than the
original  aggregate  Loan  Balance.

Payments of interest on this Note due and payable on each Payment Date, together
with  the installment of principal, if any, to the extent not in full payment of
this  Note,  will  be  made  by  check  mailed to each Holder of a Note entitled
thereto  at  the  address  appearing  in  the  Note Register to be maintained in
accordance with the provisions of the Indenture without requiring that this Note
be  submitted  for  notation of payment or, upon timely receipt by the Indenture
Trustee  of  written  instructions  from  a Noteholder which holds Notes with an
aggregate initial principal balance of $1,000,000 or more, by wire transfer to a
United  States  depository institution with appropriate facilities for receiving
such  a  wire  transfer;  provided,  however,  that  the  final  distribution in
retirement  of  the  Notes  will be made only upon presentation and surrender of
such  Notes  at  the  office or agency of the Indenture Trustee specified in the
notice  to  Noteholders  of  such final payment.  Any reduction in the principal
amount  of  this Note effected by any payments made on any Payment Date shall be
binding  upon  all  future  Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or  not noted hereon.  If funds are expected to be available, as provided in the
Indenture,  for payment in full of the then remaining unpaid principal amount of
this  Note  on a Payment Date, then the Indenture Trustee, in the name of and on
behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record  Date  preceding such Payment Date by notice mailed prior to such Payment
Date and the amount then due and payable shall be payable only upon presentation
and  surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office  or  at  the  office  of the Indenture Trustee's agent appointed for such
purposes  located  in  the  City  of  New  York.

On  each  Payment  Date,  the  Notes will be entitled to receive interest at the
applicable  Note  Rate.  During  each  Accrual Period through the Accrual Period
relating  to the November 1999 Payment Date, the Notes will accrue interest at a
per  annum rate equal to the lesser of (a) the London interbank offered rate for
one-month U.S. dollar deposits ("LIBOR") determined as described in the Sale and
Servicing  Agreement plus 0.70%, or (b) the Available Funds Cap Rate, and during
each  Accrual  Period thereafter, at a per annum rate equal to the lesser of (a)
LIBOR  plus 1.40% or (b) the Available Funds Cap Rate. Any excess of interest at
the LIBOR Rate over interest at the Available Funds Cap Rate will, together with
interest  thereon  at  the  applicable LIBOR Rate be carried forward and will be
payable  on  future  Payment  Dates  to  the  extent  there  are funds available
therefor.

The  payment  on each Payment Date of interest on the Notes at the lesser of the
LIBOR  Rate  and the Available Funds Cap Rate and any Principal Shortfall Amount
will  be guaranteed by Ambac Assurance Corporation (the "Note Insurer") pursuant
to  the  Note  Insurance  Policy.

As  provided  in  the  Indenture  and  subject  to certain limitations set forth
therein,  the  transfer of this Note may be registered on the Note Register upon
surrender  of  this  Note  for  registration of transfer at the office or agency
designated  by  the  Issuer  pursuant  to  the  Indenture,  duly endorsed by, or
accompanied  by  a  written  instrument  of transfer in form satisfactory to the
Indenture  Trustee  duly executed by, the Noteholder hereof or his attorney duly
authorized  in writing, with such signature guaranteed by an "eligible guarantor
institution"  meeting the requirements of the Note Registrar, which requirements
include  membership  or  participation  in Securities Transfer Agent's Medallion
Program  ("STAMP")  or  such  other  "signature  guarantee  program"  as  may be
determined  by  the Note Registrar in addition to, or in substitution for, STAMP
(all  in  accordance  with the Securities Exchange Act of 1934, as amended), and
such  other  documents as the Indenture Trustee may require, including either an
Institutional  Accredited  Investor  Representation  Letter  or  a  Qualified
Institutional  Buyer  Representation  Letter,  as  applicable, from the proposed
transferee,  substantially in the form of Exhibits E and F, respectively, to the
Indenture,  and  thereupon one or more new Notes of authorized denominations and
in  the  same  aggregate  principal  amount  will  be  issued  to the designated
transferee  or  transferees.  No  service  charge  will  be  charged  for  any
registration  of  transfer  or  exchange of this Note, but the transferor may be
required  to  pay a sum sufficient to cover any tax or other governmental charge
that  may  be  imposed  in  connection with any such registration of transfer or
exchange.

Each  Noteholder, by acceptance of a Note, covenants and agrees that no recourse
may  be  taken,  directly  or indirectly, with respect to the obligations of the
Issuer,  the  Owner  Trustee  or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against  (i)  the  Depositor, the Seller, the Servicer, the Indenture Trustee or
the  Owner  Trustee  in  its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director  or  employee of the Depositor, the Seller, the Servicer, the Indenture
Trustee  or  the  Owner  Trustee  in  its  individual  capacity, any holder of a
beneficial  interest in the Issuer, the Depositor, the Seller, the Servicer, the
Owner  Trustee  or  the  Indenture  Trustee or of any successor or assign of the
Depositor,  the Seller, the Servicer, the Indenture Trustee or the Owner Trustee
in  its individual capacity, except as any such Person may have expressly agreed
(it  being  understood  that the Indenture Trustee and the Owner Trustee have no
such obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law,  for  any  unpaid  consideration  for stock, unpaid capital contribution or
failure  to  pay  any  installment  or  call  owing  to  such  entity.

Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting
the  benefits  of  the  Indenture that such Noteholder (i) will not prior to one
year  and one day after the Maturity Date institute against the Depositor or the
Issuer,  or  join in any institution against the Depositor or the Issuer 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 Notes, the
Indenture  or  the  Basic Documents and (ii) will treat the Note as debt for all
federal,  state  and  local  income  tax  purposes.

Prior  to  the  due  presentment  for registration of transfer of this Note, the
Issuer,  the  Indenture  Trustee  and  any  agent of the Issuer or the Indenture
Trustee  may  treat  the  Person  in  whose  name  this  Note  (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered in the Note Register as the owner hereof for all purposes, whether or
not  this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such  agent  shall  be  affected  by  notice  to  the  contrary.

The  Indenture  permits,  with  certain  exceptions  as  therein  provided,  the
amendment  thereof  and  the  modification  of the rights and obligations of the
Issuer  and  the  rights  of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Note Insurer and the Holders of Notes
representing  a majority of the Class Principal Balance of all Notes at the time
Outstanding.  The  Indenture  also contains provisions permitting the Holders of
Notes  representing  specified percentages of the Class Principal Balance of the
Notes,  on  behalf of the Holders of all the Notes, with the consent of the Note
Insurer,  to  waive  compliance  by  the  Issuer  with certain provisions of the
Indenture  and certain past defaults under the Indenture and their consequences.
Any  such  consent  or  waiver  by  the  Holder of this Note (or any one of more
predecessor Notes) shall be conclusive and binding upon such Holder and upon all
future  Holders  of  this  Note  and of any Note issued upon the registration of
transfer  hereof or in exchange hereof or in lieu hereof whether or not notation
of  such  consent  or waiver is made upon this Note.  The Indenture also permits
the  Indenture  Trustee, with the consent of the Note Insurer, to amend or waive
certain  terms  and conditions set forth in the Indenture without the consent of
Holders  of  the  Notes  issued  thereunder.  In  addition,  so long as the Note
Insurer  is  not  in  default under either the Note Insurance Policy or the Swap
Insurance  Policy,  the  Note  Insurer  shall have and may exercise, without the
consent  of  the  Noteholders,  all  of  the  rights  of  the  Noteholders.

The  term  "Issuer"  as  used  in this Note includes any successor to the Issuer
under  the  Indenture.

The  Issuer is permitted by the Indenture, under certain circumstances, to merge
or  consolidate,  subject to the rights of the Indenture Trustee and the Holders
of  Notes  under  the  Indenture.

The  Notes  are issuable only in registered form in denominations as provided in
the  Indenture,  subject  to  certain  limitations  therein  set  forth.

THIS  NOTE  AND  THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE  STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE  OBLIGATIONS,  RIGHTS  AND  REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL  BE  DETERMINED  IN  ACCORDANCE  WITH  SUCH  LAWS.

No  reference  herein  to  the Indenture and no provision of this Note or of the
Indenture  shall alter or impair the obligation of the Issuer, which is absolute
and  unconditional,  to  pay  the  principal of and interest on this Note at the
times,  place,  and  rate,  and  in  the  coin  or  currency  herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in
the  Indenture  or  the Basic Documents, neither Wilmington Trust Company in its
individual capacity, Bankers Trust Company of California, N.A. in its individual
capacity,  any  owner  of  a beneficial interest in the Issuer, nor any of their
respective  partners,  beneficiaries,  agents, officers, directors, employees or
successors  or assigns shall be personally liable for, nor shall recourse be had
to  any  of them for, the payment of principal of or interest on, or performance
of,  or  omission  to  perform,  any  of  the  covenants,  obligations  or
indemnifications  contained  in  this  Note or the Indenture, it being expressly
understood  that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee  in the assets of the Issuer.  The Holder of this Note by the acceptance
hereof  agrees  that  except as expressly provided in the Indenture or the Basic
Documents,  in  the  case of an Event of Default under the Indenture, the Holder
shall  have  no  claim  against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to  prevent  recourse  to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or  in  this  Note.

                                   ASSIGNMENT

Social  Security  or  taxpayer  I.  D.  or other identifying number of assignee:

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

          FOR  VALUE  RECEIVED,  the  undersigned  hereby  sells,  assigns  and
transfers  unto  ______________________________

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

          (name  and  address  of  assignee)

the  within  Note  and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________________, attorney, to transfer said Note on the books
kept  for registration thereof, with full power of substitution in the premises.

Dated:  ___________________

                    ________________________________  */
              Signature  Guaranteed:

                    _______________________________  */



  */     NOTICE:  The signature to this assignment must correspond with the name
of  the  registered  owner as it appears on the face of the within Note in every
particular,  without  alteration,  enlargement  or  any  change  whatever.  Such
signature  must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of  the  Note  Registrar, which requirements include membership or
participation  in  STAMP  or  such other "signature guarantee program" as may be
determined  by the Note Registrar in addition to, or in substitution for, STAMP,
all  in  accordance  with  the  Securities  Exchange  Act  of  1934, as amended.

                                                                       EXHIBIT B

                           SCHEDULE OF MORTGAGE LOANS

                                                                       EXHIBIT C

                         SCHEDULE OF POOLED CERTIFICATES

1.     100% of the First Boston Mortgage Trust 1993-B Subordinated Certificates,
Series  1993-B, Class A1, in the original principal amount of $49,819,272.00 and
the  outstanding  principal  balance  as  of  the  Cut-off  Date $40,732,573.86.



2.     100% of the First Boston Mortgage Trust 1993-B Subordinated Certificates,
Series  1993-B, Class A2, in the original principal amount of $87,523,493.00 and
the  outstanding  principal  balance  as  of  the  Cut-off  Date $87,523,493.00.



                                                                       EXHIBIT D

<TABLE>
<CAPTION>
    SWAP          ORIGINAL                                       REVISED FIXED RATE     INITIAL
COUNTERPARTY      NOTIONAL       ORIGINAL EFFECTIVE   MATURITY     (Original Fixed    CALCULATION
 REFERENCE        AMOUNT(1)             DATE            DATE        Rate+0.0075%)      PERIOD(2)
------------  -----------------  ------------------  ----------  -------------------  ------------
<C>           <S>                <C>                 <C>         <C>                  <C>
    98DL1475  USD  87, 298,455            10-Jun-98   10-Jun-02              5.9325%     10-Dec-98
              -----------------  ------------------  ----------  -------------------  ------------
   98DL1536`  USD  18,000,000             10-Jun-98  10-June-02              6.2075%     10-Dec-98
              -----------------  ------------------  ----------  -------------------  ------------
    98DL1716  USD  91,000,000             25-Jun-98   25-Jun-02              5.9175%     25-Nov-98
              -----------------  ------------------  ----------  -------------------  ------------
    98DL1719  USD  19,000,000             25-Jun-98   25-Jun-02              6.1775%     25-Nov-98
              -----------------  ------------------  ----------  -------------------  ------------
    98DL2169  USD 21,807,000               1-Jul-98    1-Jul-02              5.8035%      1-Dec-98
              -----------------  ------------------  ----------  -------------------  ------------
    98DL2197  USD  7,269,000               1-Jul-98    1-Jul-02              6.0975%      1-Dec-98
              -----------------  ------------------  ----------  -------------------  ------------
    98DL2359  USD  77,000,000             20-Aug-98   20-Aug-02              5.8125%     20-Nov-98
              -----------------  ------------------  ----------  -------------------  ------------
    98DL2367  USD 33,000,000              20-Aug-98   20-Aug-02              6.0725%     20-Nov-98
              -----------------  ------------------  ----------  -------------------  ------------
    98DL2620  USD  35,000,000             25-Sep-98   25-Sep-02              5.7475%     25-Nov-98
              -----------------  ------------------  ----------  -------------------  ------------
   98DDL2622  USD  15,000,000             25-Sep-98   25-Sep-02              6.0275%     25-Nov-98
------------  -----------------  ------------------  ----------  -------------------  ------------
<FN>
-------------------------------
1.     Notional  Amounts  are subject to amortization in accordance with their attached schedules.
2.     From  and  including  the  date indicated, to but excluding the same day of the immediately
succeeding  month.
</TABLE>


                                    EXHIBIT E

             Institutional Accredited Investor Representation Letter



                                                       _______________  Date
Thornburg  Mortgage  Funding  Corporation,
  as  Depositor
18881  Von  Karman  Avenue,  Suite  1450
Irvine,  California  92612
Attention:  Rick  Story

TMA  Mortgage  Funding  Trust  I
   c/o  Wilmington  Trust  Company
Rodney  Square  North
100  Market  Street
Wilmington,  Delaware  19890

Bankers  Trust  Company  of  California,  N.A.
  as  Indenture  Trustee
3  Park  Plaza;  16th  Floor
Irvine,  California  92614

     Re:     Collateralized  Asset-Backed  Notes,
          Series  1998-1,  Class  A
          -------------------------

Ladies  and  Gentlemen:

     In  connection  with our acquisition of the above Notes we certify that (a)
we  understand  that the Notes are not being registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state securities laws and are
being  transferred  to  us in a transaction that is exempt from the registration
requirements  of  the  Securities  Act  and  any  such  laws,  (b)  we  are  an
institutional "accredited investor," as defined in Rule 501 (a) (1), (2), (3) or
(7)  of  Regulation  D under the Securities Act or an entity in which all of the
equity  owners  come  within  such  paragraphs  ,  and  have  such knowledge and
experience  in  financial and business matters that we are capable of evaluating
the  merits  and  risks  of  investments  in the Notes, (c) we have received and
reviewed a copy of the Confidential Private Placement Memorandum, dated December
17,  1998 relating to the Notes and we have had the opportunity to ask questions
of  and  receive answers from the Depositor concerning the purchase of the Notes
and  all matters relating thereto or any additional information deemed necessary
to  our  decision  to  purchase  the  Notes, (d) either: (i) we are not, and not
purchasing  a Note, directly or indirectly, for, on behalf of or with the assets
of, an employee benefit plan or other retirement arrangement which is subject to
Title  I  of  the  Employee  Retirement  Income Security Act of 1974, as amended
("ERISA")  and/or  Section 4975 of the Internal Revenue Code of 1986, as amended
(the  "Code"), or (ii) PTCE 96-23, PTCE 95-60, PTCE 91-38, PTCE 90-1, PTCE 84-14
or some other prohibited transaction exemption is applicable to the purchase and
holding  of  a Note by us, (e) we are acquiring the Notes for investment for our
own  account  and not with a view to any distribution of such Notes (but without
prejudice to our right at all times to sell or otherwise dispose of the Notes in
accordance with clause (g) below), (f) we have not offered or sold any Notes to,
or  solicited  offers to buy any Notes from, any person, or otherwise approached
or  negotiated  with  any person with respect thereto, or taken any other action
which  would  result  in  a violation of Section 5 of the Securities Act, (g) we
will  not sell, transfer or otherwise dispose of any Notes unless (1) such sale,
transfer  or  other  disposition  is  made pursuant to an effective registration
statement  under  the  Securities  Act  or  is  exempt  from  such  registration
requirements,  and  if  requested,  we will at our expense provide an opinion of
counsel  satisfactory to the addressees of this Note that such sale, transfer or
other  disposition may be made pursuant to an exemption from the Securities Act,
(2) the purchaser or transferee of such Note has executed and delivered to you a
certificate  to  substantially  the  same effect as this certificate and (3) the
purchaser  or transferee has otherwise complied with any conditions for transfer
set  forth in the Indenture relating to the above Notes; (h) we acknowledge that
restrictive  legends have been placed on our Notes relating to the foregoing and
we  not  in  violation  thereof;  and (i) we understand the above addressees and
others  are  relying  on  our  acknowledgments,  representations,  warranties or
agreements in this letter and agree to promptly notify such addressees if any of
the acknowledgments, representations, warranties or agreements made or deemed to
have  been made by us in connection with our purchase of the Notes are no longer
accurate.

          We  [are] [are not] a corporation purchasing the Notes in the State of
California, and, if so, we have a net worth of at least $14,000,000 according to
our  most  recent  audited  financial  statements.

          For  purposes  of  the Investment Company Act of 1940, as amended, the
number  of  beneficial  owners  of  the  Notes  we  are  purchasing  is  ______.

                              Very  truly  yours,

                              _______________________________
                              Print  Name  of  Transferee

                              By:_____________________________
     Authorized  Officer

                                    EXHIBIT F
               Qualified Institutional Buyer Representation Letter



                                                       Date__________________
Thornburg  Mortgage  Funding  Corporation,
  as  Depositor
18881  Von  Karman  Avenue,  Suite  1450
Irvine,  California  92612
Attention:  Rick  Story

TMA  Mortgage  Funding  Trust  I
   c/o  Wilmington  Trust  Company
Rodney  Square  North
100  Market  Street
Wilmington,  Delaware  19890

Bankers  Trust  Company  of  California,  N.A.
  as  Indenture  Trustee
3  Park  Plaza;  16th  Floor
Irvine,  California  92614

     Re:     Collateralized  Asset-Backed  Notes,
          Series  1998-1,  Class  A
          -------------------------

Ladies  and  Gentlemen:

     In  connection  with our acquisition of the above Notes we certify that (a)
we  understand  that the Notes are not being registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state securities laws and are
being  transferred  to  us in a transaction that is exempt from the registration
requirements of the Securities Act and any such laws, (b) we have such knowledge
and  experience  in  financial  and  business  matters  that  we  are capable of
evaluating  the  merits  and  risks  of  investments  in  the Notes, (c) we have
received  and  reviewed a copy of the Confidential Private Placement Memorandum,
dated  December  17, 1998 relating to the Notes, and we have had the opportunity
to  ask  questions  of  and  receive  answers  from the Depositor concerning the
purchase  of  the  Notes  and  all  matters  relating  thereto or any additional
information  deemed necessary to our decision to purchase the Notes, (d) either:
(i)  we  are  not,  and  not  purchasing a Note, directly or indirectly, for, on
behalf  of  or  with the assets of, an employee benefit plan or other retirement
arrangement  which  is  subject  to  Title  I  of the Employee Retirement Income
Security  Act  of 1974, as amended ("ERISA") and/or Section 4975 of the Internal
Revenue  Code  of 1986, as amended (the "Code"), or (ii) PTCE 96-23, PTCE 95-60,
PTCE 91-38, PTCE 90-1, PTCE 84-14 or some other prohibited transaction exemption
is  applicable to the purchase and holding of a Note by us, (e) we have not, nor
has anyone acting on our behalf offered, transferred, pledged, sold or otherwise
disposed  of  the Notes, any interest in the Notes or any other similar security
to,  or  solicited  any  offer  to  buy  or  accept  a transfer, pledge or other
disposition  of  the  Notes,  any  interest  in  the  Notes or any other similar
security  from, or otherwise approached or negotiated with respect to the Notes,
any  interest in the Notes 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  Notes  under  the Securities Act or that would render the
disposition  of  the  Notes  a  violation  of Section 5 of the Securities Act or
require  registration pursuant thereto, nor will act, nor has authorized or will
authorize  any  person  to act, in such manner with respect to the Notes, (f) we
are a "qualified institutional buyer" as that term is defined in Rule 144A under
the  Securities  Act  ("Rule  144A")  and  have completed either of the forms of
certification  to  that  effect  attached  hereto as Annex 1 or Annex 2.  We are
aware  that  the  sale  to  us  is  being made in reliance on Rule 144A.  We are
acquiring  the Notes for our own account or for resale pursuant to Rule 144A and
further  understand  that  such Notes 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  Securities  Act.

          We  acknowledge that restrictive legends have been placed on our Notes
relating to the foregoing and we not in violation thereof; and we understand the
above addressees and others are relying on our acknowledgments, representations,
warranties  or  agreements  in  this  letter  and  agree to promptly notify such
addressees  if  any  of  the  acknowledgments,  representations,  warranties  or
agreements  made  or  deemed  to  have  been  made  by us in connection with our
purchase  of  the  Notes  are  no  longer  accurate.

          For  purposes  of  the Investment Company Act of 1940, as amended, the
number  of  beneficial  owners  of  the  Notes  we  are  purchasing  is  ______.

                              Very  truly  yours,

                              ______________________________
                              Print  Name  of  Transferee

                              By:_____________________________
    Authorized  Officer


                                                                        ANNEX  1
                                                                        --------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------
           [For Transferees Other Than Registered Investment Companies]

          The  undersigned  (the  "Buyer")  hereby  certifies  as follows to the
parties  listed  in  the  Rule  144A  Transferee  Certificate  to  which  this
certification  relates  with  respect  to  the  Notes  described  therein:

          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,  as amended ("Rule 144A") because (i) the Buyer owned
and/or  invested on a discretionary basis $____________________(3) in securities
(except  for  the  excluded  securities  referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in accordance with
Rule  144A  and  (ii)  the  Buyer  satisfies the criteria in the category marked
below.

          ___     Corporation,  etc.  The  Buyer  is a corporation (other than a
                  -----------------
bank,  savings  and  loan  association or similar institution), Massachusetts or
similar  business  trust,  partnership,  or charitable organization described in
Section  501(c)  (3)  of  the  Internal  Revenue  Code  of  1986,  as  amended.

          ___     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.
---------------------------


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


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

          ___     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,  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  Advisor.  The  Buyer  is  an  investment  advisor
                  -------------------
registered  under  the  Investment  Advisors  Act  of  1940.

          ___     Small  Business Investment Company.  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.  Buyer is a business development
                  ----------------------------
company  as  defined  in  Section  202(a) (22) of the Investment Advisors Act of
1940.

          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)  securities  issued  or  guaranteed  by  the  U.S.  or  any
instrumentality  thereof;  (iv)  bank deposit notes and certificates of deposit;
(v)  loan participations; (vi) repurchase agreements; (vii) securities owned but
subject  to  a  repurchase  agreement;  and  (viii)  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, except (i) where the Buyer reports its
securities  holdings  in  its  financial statements on the basis of their market
value,  and  (ii)  no  current  information  with  respect  to the cost of those
securities  has  been  published.  If  clause  (ii)  in  the  preceding sentence
applies,  the  securities may be valued at market.  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,  as  amended.

          5.     The  Buyer  acknowledges that it is familiar with Rule 144A and
understands  that  the  seller  to it and other parties related to the Notes 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.

          6.     Until  the  date  of  purchase of the Rule 144A Securities, 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  the  Notes  will  constitute a reaffirmation of this
certification  as  of the date of such purchase.  In addition, if the Buyer is a
bank  or  savings  and  loan  is  provided  above, the Buyer agrees that it will
furnish  to such parties updated annual financial statements promptly after they
become  available.

                              ___________________________________
                              Print  Name  of  Buyer


                              By:
                                 ______________________________
                                 Name:
                                 Title:


                              Date:
                                   ____________________________



                                                                         ANNEX 2
                                                                         -------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------
              [For Transferees That are Registered Investment Companies]

          The  undersigned  (the  "Buyer")  hereby  certifies  as follows to the
parties  listed  in  the  Rule  144A  Transferee  Certificate  to  which  this
certification  relates  with  respect  to  the  Notes  described  therein:

          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,  as  amended ("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,  as  amended,  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, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to  the  cost  of  those  securities  has been published.  If clause (ii) in the
preceding  sentence  applies,  the  securities  may  be  valued  at  market.

          ___     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) securities issued or guaranteed by
the  U.S.  or  any  instrumentality  thereof;  (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.

          5.     The  Buyer  is familiar with Rule 144A and understands that the
parties  listed  in  the  Rule  144A  Transferee  Certificate  to  which  this
certification  relates  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.

          6.     Until  the  date of purchase of the Notes, the undersigned will
notify  the parties listed in the Rule 144A Transferee Certificate to which this
certification  relates of any changes in the information and conclusions herein.
Until  such notice is given, the Buyer's purchase of the Notes will constitute a
reaffirmation  of  this  certification by the undersigned as of the date of such
purchase.


                              ___________________________________
                              Print  Name  of  Buyer  or  Adviser


                              By:
                                 ______________________________
                                 Name:
                                 Title:


IF  AN  ADVISER:
                              ___________________________________
                              Print  Name  of  Buyer


                              Date:
                                   ____________________________



                                                                       EXHIBIT G
                                                                       ---------

<TABLE>
<CAPTION>
                                      FORM OF NOTICE OF EXERCISE OF
                                          NOTE PURCHASE OPTION

                                                 Date__________________

<S>                                             <C>
TMA Mortgage Funding Trust I                    Bankers Trust Company of California, N.A.
c/o Wilmington Trust Company,                   as Indenture Trustee
Owner Trustee                                   3 Park Plaza; 16th Floor
Rodney Square North                             Irvine, California  92614
1100 Market Street                              Attention:  Corporate Trust - TMA
Wilmington, Delaware 19890                      Mortgage Funding Trust I

Bear, Stearns & Co. Inc.                        Moody's Investors Service
245 Park Avenue                                 99 Church Street
New York, NY 10167                              New York, NY 10007
Attention:  Mortgage-Backed Securities          Attention: ABS Monitoring Department

Ambac Assurance Corporation                     Standard & Poors Corporation
One State Street Plaza, 17th Floor              26 Broadway, 12th Floor
New York, NY 10004                              New York, NY 10281
Attention: Structured Finance-                  Attention: Asset-Backed Surveillance Department
Mortgage-Backed Securities

PNC Mortgage Securities Corp.
75 North Fairway Drive
Vernon Hills, IL 60061
Attention:  General Counsel
            (with copy to the Master Servicing
            Department)
</TABLE>


     Re:   TMA  Mortgage  Funding  Trust  I,
          Collateralized  Asset-Backed  Notes,  Series  1998-1,  Class  A
          ---------------------------------------------------------------

Ladies  and  Gentlemen:

     We  are  the  Holder  of  100% of the outstanding Certificates and the Note
Purchase  Option.  Pursuant  to  the  terms  of the Indenture (the "Indenture"),
dated  as  of  December  1,  1998,  between  TMA  Mortgage  Funding Trust I (the
"Issuer")  and  Bankers  Trust Company of California, N.A., as indenture trustee
(the  "Indenture  Trustee"),  we  hereby give notice of our exercise of the Note
Purchase  Option.  We  intend  to  purchase  the  Notes  on  the Payment Date in
________,  [199_]  [20__],  which  will  be the Note Purchase Date.  On the Note
Purchase  Date  we  will deposit the Note Purchase Price plus all other required
sums  with  the Indenture Trustee.  Capitalized terms used herein shall have the
meanings  ascribed  to  such  terms  in  the  Indenture.

                              Very  truly  yours,


                              __________________________
                              Print  Name  of  Certificateholder


                              By:______________________
                                   Authorized  Officer


                                                                       EXHIBIT H
                                                                       ---------

                                                                       EXHIBIT H
                                                                       ---------
<TABLE>
<CAPTION>

                              FORM OF NOTICE OF EXERCISE OF
                            [CERTIFICATEHOLDER] [BEAR STEARNS]
                                COLLATERAL PURCHASE OPTION

                                                 Date__________________

<S>                                      <C>
TMA Mortgage Funding Trust I             Bankers Trust Company of California, N.A.
c/o Wilmington Trust Company,            as Indenture Trustee
Owner Trustee                            3 Park Plaza; 16th Floor
Rodney Square North                      Irvine, California  92614
1100 Market Street                       Attention:  Corporate Trust - TMA
Wilmington, Delaware 19890               Mortgage Funding Trust I

[NAME AND ADDRESS OF                     Moody's Investors Service
 CERTIFICATEHOLDER OR                    99 Church Street
Bear Stearns & Co. Inc.                  New York, NY 10007
245 Park Avenue                          Attention: ABS Monitoring Department
New York, NY 10167
Attention:  Mortgage-Backed Securities]  Standard & Poors Corporation
                                         26 Broadway, 12th Floor
Ambac Assurance Corporation              New York, NY 10281
One State Street Plaza, 17th Floor       Attention: Asset-Backed Surveillance Department
New York, NY 10004
Attention: Structured Finance-           PNC Mortgage Securities Corp.
Mortgage-Backed Securities               75 North Fairway Drive
                                         Vernon Hills, IL 60061
                                         Attention:  General Counsel
                                                     (with a copy to the Master Servicing
                                                      Department)
</TABLE>


     Re:  TMA  Mortgage  Funding  Trust  I,
          Collateralized  Asset-Backed  Notes,  Series  1998-1,  Class  A
          ---------------------------------------------------------------

Ladies  and  Gentlemen:

     [We  are  the  Holder  of  100%  of  the  outstanding  Certificates and the
Collateral  Purchase  Option.] [We are the holder of the Bear Stearns Collateral
Purchase  Option.]  Pursuant  to  the  terms of the Indenture (the "Indenture"),
dated  as  of  December  1,  1998,  between  TMA  Mortgage  Funding Trust I (the
"Issuer")  and  Bankers  Trust Company of California, N.A., as indenture trustee
(the  "Indenture  Trustee"),  we  hereby  give  notice  of  our  exercise of the
[Certificateholder]  [Bear  Stearns]  Collateral  Purchase Option.  We intend to
purchase  the  Collateral  on the Payment Date in ________, [199_] [20__], which
will  be  the  Redemption  Date.  On  the  Redemption  Date  we will deposit the
applicable  Collateral  Purchase  Price  plus  all  other required sums with the
Indenture  Trustee.  Capitalized  terms  used  herein  shall  have  the meanings
ascribed  to  such  terms  in  the  Indenture.

                              Very  truly  yours,


                              __________________________
                              [Print  Name  of  Certificateholder
                              or  BEAR,  STEARNS  &  CO.  INC.]


                              By:______________________
                                   Authorized  Officer


<PAGE>