EXHIBIT 10.5

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                                                                  EXECUTION COPY
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                                 TRUST AGREEMENT

                                      Among

                     THORNBURG MORTGAGE FUNDING CORPORATION,
                                  as Depositor

                      THORNBURG MORTGAGE ASSET CORPORATION,
                                   as Sponsor

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee




                          Dated as of December 1, 1998

                          TMA MORTGAGE FUNDING TRUST I






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<TABLE>
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                                              TABLE OF CONTENTS
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                                                  ARTICLE I
                                                 Definitions

SECTION 1.01.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
SECTION 1.02.  Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

                                                  ARTICLE II
                                                 ORGANIZATION

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SECTION 2.01.  Name of Trust; Statement of Intent. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
SECTION 2.02.  Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
SECTION 2.03.  Purposes and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
SECTION 2.04.  Appointment of Owner Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
SECTION 2.05.  Initial Capital Contribution of Owner Trust Estate. . . . . . . . . . . . . . . . . . . .   8
SECTION 2.06.  Declaration of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
SECTION 2.07.  Liability of the Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
SECTION 2.08.  Title to Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
SECTION 2.09.  Situs of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
SECTION 2.10.  Representations and Warranties of the Depositor and the Sponsor . . . . . . . . . . . . .   9

                                                 ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.01.  Initial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
SECTION 3.02.  The Trust Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
SECTION 3.03.  Authentication of Trust Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . .  10
SECTION 3.04  Registration of Transfer and Exchange of Trust Certificates. . . . . . . . . . . . . . . .  10
SECTION 3.05.  Mutilated, Destroyed, Lost or Stolen Trust Certificates . . . . . . . . . . . . . . . . .  11
SECTION 3.06.  Persons Deemed Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
SECTION 3.07.  Access to List of Certificateholders' Names and Addresses . . . . . . . . . . . . . . . .  11
SECTION 3.08.  Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
SECTION 3.09.  Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
SECTION 3.10.  Trust Certificate Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . .  12
SECTION 3.11.  Note and Collateral Purchase Options. . . . . . . . . . . . . . . . . . . . . . . . . . .  13
SECTION 3.12.  Beneficial Owner Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

                                                  ARTICLE IV
                                           ACTIONS BY OWNER TRUSTEE

SECTION 4.01.  Prior Notice to Certificateholders and Note Insurer with Respect to Certain
Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
SECTION 4.02.  Action by Certificateholders with Respect to Certain Matters. . . . . . . . . . . . . . .  15
SECTION 4.03.  Action by Certificateholders with Respect to Bankruptcy . . . . . . . . . . . . . . . . .  15
SECTION 4.04.  Restrictions on Certificateholders' Power . . . . . . . . . . . . . . . . . . . . . . . .  15
SECTION 4.05.  Majority Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
ARTICLE V
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
SECTION 5.01. Establishment of Trust Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 5.02. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 5.03.  Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 5.04.  No Segregation of Moneys; No Interest . . . . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 5.05.  Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others  16
SECTION 5.06.   Signature on Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

                                                  ARTICLE VI
                                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.01.  General Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 6.02.  General Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 6.03.  Action upon Instruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 6.04.  No Duties Except as Specified in the Trust Agreement or in Instructions . . . . . . . . .  18
SECTION 6.05.  No Action Except Under Specified Documents or Instructions. . . . . . . . . . . . . . . .  18
SECTION 6.06.  Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
SECTION 6.07.  Delegation to Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

                                                 ARTICLE VII
                                         CONCERNING THE OWNER TRUSTEE

SECTION 7.01.  Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
SECTION 7.02.  Furnishing of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
SECTION 7.03.  Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
SECTION 7.04.  Reliance;  Advice of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
SECTION 7.05.  Not Acting in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
SECTION 7.06.  Owner Trustee Not Liable for Trust Certificates, Mortgage Loans or Pooled Certificates. .  20
SECTION 7.07.  Owner Trustee May Own Trust Certificates and Notes. . . . . . . . . . . . . . . . . . . .  20

                                                ARTICLE VIII
                                        COMPENSATION OF OWNER TRUSTEE

SECTION 8.01.  Owner Trustee's Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
SECTION 8.02.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
SECTION 8.03.  Payments to the Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

                                                  ARTICLE IX
                                        TERMINATION OF TRUST AGREEMENT

SECTION 9.01.   Termination of Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
ARTICLE X
SUCCESSOR OWNER TRUSTEES ANDADDITIONAL OWNER TRUSTEES
SECTION 10.01.  Eligibility Requirements for Owner Trustee . . . . . . . . . . . . . . . . . . . . . . .  22
SECTION 10.02.  Resignation or Removal of Owner Trustee. . . . . . . . . . . . . . . . . . . . . . . . .  22
SECTION 10.03.  Successor Owner Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
SECTION 10.04.  Merger or Consolidation of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . .  23
SECTION 10.05.  Appointment of Co-Trustee or Separate Trustee. . . . . . . . . . . . . . . . . . . . . .  23

                                                 ARTICLE XI
                                                MISCELLANEOUS

SECTION 11.01.  Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
SECTION 11.02.  No Legal Title to Owner Trust Estate in Certificateholders . . . . . . . . . . . . . . .  25
SECTION 11.03.  Limitations on Rights of Others. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 11.04.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 11.05.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 11.06.  Separate Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 11.07.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 11.08.  No Petition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 11.09.  No Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
SECTION 11.10.  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
SECTION 11.11.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
SECTION 11.12. Grant of Certificateholder Rights to NoteInsurer. . . . . . . . . . . . . . . . . . . . .  26
SECTION 11.13. Third-Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
SECTION 11.14. The Note Insurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
</TABLE>

APPENDIX A     Definitions
EXHIBIT  A     Form  of  Trust  Certificate
EXHIBIT  B     Form  of  Certificate  of  Trust
EXHIBIT  C     Form  of  Purchaser's  Representation  Letter

     TRUST AGREEMENT (the "Trust Agreement") dated as of December 1, 1998, among
THORNBURG  MORTGAGE  FUNDING  CORPORATION,  a Delaware corporation, as depositor
(the  "Depositor"),  THORNBURG  MORTGAGE  ASSET  CORPORATION,  as  sponsor, (the
"Sponsor")  and  WILMINGTON  TRUST  COMPANY,  a Delaware banking corporation, as
owner  trustee  (the  "Owner  Trustee").

     In  consideration  of  the  premises  and  the  mutual  agreements  herein
contained,  the  Depositor  and  the  Owner  Trustee  hereby  agree  as follows:

                                    ARTICLE I

                                   Definitions
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     SECTION  1.01.  Definitions.  For  all  purposes  of  the  Trust Agreement,
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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.  Rules  of  Construction.  Unless  the  context  otherwise
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requires:

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

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

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

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

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

                                   ARTICLE II
                                        F
                                      ----
                                  Organization
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     SECTION  2.01.  Name  of  Trust;  Statement  of  Intent.  The Trust created
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hereby shall be known as "TMA Mortgage Funding Trust I," in which name the Owner
Trustee  may  conduct  the business of the Trust, make and execute contracts and
other  instruments  on  behalf of the Trust and sue and be sued on behalf of the
Trust.  The  parties  hereto  intend  that the Trust shall constitute a business
trust  within  the  meaning of Section 3801(a) of the Business Trust Statute and
that  the  Trust  Agreement  constitute the governing instrument of the Trust in
accordance  with  the  Business  Trust  Statute.  The  Owner  Trustee  is hereby
authorized  to  file  a  certificate of trust with the Secretary of State of the
State  of  Delaware  pursuant  to Section 3810(a) of the Business Trust Statute.

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

     SECTION  2.03.  Purposes and Powers.  The purpose of the Trust is to engage
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in  the  following activities, and the Trust shall have the power and authority:

          (i)     to  issue  the  Notes  pursuant to the Indenture and the Trust
Certificates and certain purchase options pursuant to the Trust Agreement and to
sell,  transfer  or  exchange  the  Notes and to sell, transfer and exchange the
Trust  Certificates;

          (ii)    with  the  proceeds  of  the sale of the Notes to purchase the
Mortgage  Loans,  the Pooled Certificates, the Swap Agreements and certain other
assets,  to  pay  the organizational, start-up and transactional expenses of the
Trust,  and  to  pay  the  balance  to  the  Depositor  pursuant to the Sale and
Servicing  Agreement;

          (iii)   to  assign,  grant,  transfer, pledge, mortgage and convey the
Trust Estate pursuant to the Indenture and to hold, manage and distribute to the
Certificateholders pursuant to the terms of the Trust Agreement and the Sale and
Servicing  Agreement  any portion of the Trust Estate released from the Lien of,
and  remitted  to  the  Trust  pursuant  to,  the  Indenture;

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

          (v)     to  engage  in  those  activities,  including  entering  into
agreements,  that  are  necessary,  suitable  or  convenient  to  accomplish the
foregoing  or  are  incidental  thereto  or  connected  therewith;

          (vi)    subject  to  compliance with the Basic Documents, to engage in
such  other activities as may be required in connection with conservation of the
Trust  Estate  and  the  making  of  payments  or  distributions  to  the
Certificateholders,  the  Noteholders  and  others  as  specified  in  the Basic
Documents;

          (vii)   to  establish  accounts in accordance with the Basic Documents
and  to make deposits into and withdrawals from such accounts in accordance with
the  Basic  Documents;

          (viii)  to  enter  into  the  Note  Purchase  Agreement and to perform
its  obligations  thereunder;  and

          (ix)    to  enter  into  the  Recognition Agreement and to perform its
obligations  thereunder.

     The  Trust is hereby authorized to engage in the foregoing activities.  The
Trust  shall  not  engage  in  any  activity  other  than in connection with the
foregoing  or  other  than  as  required or authorized by the terms of the Trust
Agreement  or  the  other  Basic  Documents.

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

     SECTION  2.05.  Initial  Capital  Contribution  of Owner Trust Estate.  The
                     -----------------------------------------------------
Depositor  hereby  sells, assigns, transfers, conveys and sets over to the Owner
Trustee,  as  of  the  date  hereof, the sum of $1.00.  The Owner Trustee hereby
acknowledges  receipt in trust from the Depositor, as of the date hereof, of the
foregoing  contribution,  which  shall constitute the initial Owner Trust Estate
and  shall  be deposited in the Certificate Distribution Account.  The Depositor
shall  pay organizational expenses of the Trust as they may arise or shall, upon
the  request  of the Owner Trustee, promptly reimburse the Owner Trustee for any
such  expenses  paid  by  the  Owner  Trustee.

     SECTION  2.06.  Declaration  of  Trust.  The  Owner Trustee hereby declares
                     ----------------------
that  it  will  hold  the  Owner  Trust  Estate in trust upon and subject to the
conditions  set  forth herein for the use and benefit of the Certificateholders,
subject  to  the  obligations of the Trust under the Basic Documents.  It is the
intention of the parties hereto that the Trust constitute a business trust under
the Business Trust Statute and that the Trust Agreement constitute the governing
instrument  of  such  business trust.  It is the intention of the parties hereto
that,  solely  for  federal income tax purposes, the Trust shall be treated as a
grantor  trust  for federal income tax purposes.  The parties agree that, unless
otherwise  required by appropriate tax authorities, the Trust will file or cause
to  be  filed  annual  or  other  necessary  returns,  reports  and  other forms
consistent  with  the  characterization of the Trust as a grantor trust for such
tax purposes.  Effective as of the date hereof, the Owner Trustee shall have all
rights,  powers  and  duties  set forth herein and in the Business Trust Statute
with  respect  to  accomplishing  the  purposes  of  the  Trust.

     SECTION  2.07.  Liability of the Certificateholders.   No Certificateholder
                     -----------------------------------
shall  have any personal liability for any liability or obligation of the Trust.

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

     SECTION  2.09.  Situs of Trust.  The Trust will be located and administered
                     --------------
in  the State of Delaware.  All bank accounts maintained by the Owner Trustee on
behalf  of  the  Trust  shall  be located in the State of Delaware, the State of
Illinois  or the State of California.  The Trust shall not have any employees in
any  state  other  than  Delaware;  provided, however, that nothing herein shall
restrict  or  prohibit the Owner Trustee from having employees within or without
the State of Delaware.  Payments will be received by the Trust only in Delaware,
Illinois  or  California,  and  payments  will  be  made  by the Trust only from
Delaware,  Illinois  or California.  The only office of the Trust will be at the
Corporate  Trust  Office  in  Delaware.

     SECTION  2.10.  Representations  and  Warranties  of  the Depositor and the
                     -----------------------------------------------------------
Sponsor.  The  Depositor  and  the  Sponsor  hereby represent and warrant to the
Owner  Trustee  that:

          (a)     The  Depositor  and the Sponsor are duly organized and validly
existing  as corporations in good standing under the laws of the jurisdiction of
their respective jurisdictions of incorporation, with power and authority to own
their  properties and to conduct their business as such properties are currently
owned  and  such  business  is  presently  conducted.

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

          (c)     The  Trust  Agreement  constitutes  a legal, valid and binding
obligation  of  the Depositor and the Sponsor enforceable in accordance with its
terms,  subject to applicable bankruptcy, insolvency, reorganization and similar
laws  relating  to creditors' rights generally and subject to general principles
of  equity.

          (d)     The consummation of the transactions contemplated by the Trust
Agreement  and  the fulfillment of the terms hereof do not conflict with, result
in  any  breach  of  any  of the terms and provisions of, or constitute (with or
without  notice  or  lapse  of  time)  a  default  under,  the  certificate  of
incorporation  or  bylaws  of  the  Depositor  or  the  Sponsor, or any material
indenture,  agreement  or other instrument to which the Depositor or the Sponsor
is a party or by which either is bound; nor result in the creation or imposition
of  any Lien upon any of the properties of the Depositor or the Sponsor pursuant
to  the  terms  of any such indenture, agreement or other instrument (other than
pursuant  to  the  Basic  Documents); nor violate any law or, to the best of the
Depositor's  and  the  Sponsor's  knowledge,  any  order,  rule  or  regulation
applicable  to  the  Depositor  or the Sponsor of any court or of any federal or
state  regulatory  body,  administrative  agency  or  other  governmental
instrumentality  having  jurisdiction over the Depositor or the Sponsor or their
respective  properties.

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

                                   ARTICLE III

                  Trust Certificates and Transfer of Interests
                  --------------------------------------------

     SECTION  3.01.  Initial  Ownership.  Upon the formation of the Trust by the
                     ------------------
contribution by the Depositor pursuant to Section 2.05 and until the issuance of
the  Trust  Certificates,  the  Depositor  shall  be the sole beneficiary of the
Trust.

     SECTION  3.02.  The  Trust Certificates.  (a)  The Trust Certificates shall
                     -----------------------
be  substantially  in  the  form  set forth in Exhibit A hereto, with an initial
Certificate  Balance  of $32,362,457.  The Trust Certificates shall be issued in
minimum  denominations  of  $100,000  and integral multiples of $1,000 in excess
thereof;  provided  however  that  one  Trust  Certificate  may  be  issued in a
denomination  that  represents  any  residual  amount of the Initial Certificate
Balance.  The  Trust  Certificates  shall  be executed on behalf of the Trust by
manual  or  facsimile  signature  of an authorized officer of the Owner Trustee.
Trust Certificates bearing the manual or facsimile signatures of individuals who
were,  at  the  time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust, shall be validly issued and entitled to the benefit
of  the  Trust  Agreement,  notwithstanding that such individuals or any of them
shall  have  ceased to be so authorized prior to the authentication and delivery
of  such  Trust  Certificates  or  did  not  hold  such  offices  at the date of
authentication  and  delivery  of  such Trust Certificates.  Notwithstanding the
foregoing  or  any  other  provision  contained  herein,  so  long  as  the
Certificateholder  Collateral  Purchase  Option  or  the Note Purchase Option is
outstanding,  there  shall  only  be  a  single  holder  of  all  of  the  Trust
Certificates  which  Certificateholder  shall  also  own  such  options.

     (b)  On  the  Closing  Date,  the  Trust  Certificates,  in  the  initial
Certificate  Balance  of $32,362,457, shall be issued to TMA Acceptance Corp. in
exchange for the purchase price of $32,362,457 and registered in the name of TMA
Acceptance  Corp.  The Trust hereby directs that such cash amount be paid to, or
at the direction of, the Depositor as part of the consideration for the purchase
of  the  Trust Estate pursuant to the terms of the Sale and Servicing Agreement.

     SECTION 3.03.  Authentication of Trust Certificates.  Concurrently with the
                    ------------------------------------
initial  sale  of the Collateral to the Trust pursuant to the Sale and Servicing
Agreement,  the Owner Trustee shall cause the Trust Certificates in an aggregate
principal  amount  equal  to  the  Initial Certificate Balance to be executed on
behalf of the Trust, authenticated and delivered to or upon the written order of
TMA  Acceptance Corp., as provided in Section 3.02(b), signed by its chairman of
the  board,  its  president,  any  vice  president,  secretary  or any assistant
treasurer,  without  further  corporate  action  by the Depositor, in authorized
denominations.  No  Trust  Certificate  shall  entitle its Holder to any benefit
under  the Trust Agreement or be valid for any purpose unless there shall appear
on  such  Trust Certificate a certificate of authentication substantially in the
form set forth in Exhibit A, executed by the Owner Trustee, by manual signature;
such  authentication  shall  constitute  conclusive  evidence  that  such  Trust
Certificate  shall  have  been  duly authenticated and delivered hereunder.  All
Trust  Certificates shall be dated the date of their authentication.  No further
Trust  Certificates  shall  be  issued  except  pursuant to Section 3.04 or 3.05
hereunder.

     SECTION 3.04.  Registration of Transfer and Exchange of Trust Certificates.
                    -----------------------------------------------------------
The  Certificate  Registrar  shall  keep  or  cause to be kept, at the office or
agency  maintained  pursuant  to  Section 3.08, a Certificate Register in which,
subject  to  such  reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of Trust Certificates and, subject to Section
3.10  hereof,  of  transfers  and  exchanges  of  Trust  Certificates  as herein
provided.  The  Owner  Trustee  shall  be  the  initial  Certificate  Registrar.
     Upon surrender for registration of transfer of any Trust Certificate at the
office  or  agency  maintained pursuant to Section 3.08, the Owner Trustee shall
execute,  authenticate  and deliver, in the name of the designated transferee or
transferees, one or more new Trust Certificates in authorized denominations of a
like  aggregate  amount dated the date of authentication by the Owner Trustee or
any  authenticating  agent.  At  the  option  of  a  Certificateholder,  Trust
Certificates  may  be  exchanged  for  other  Trust  Certificates  of authorized
denominations  of  a  like  aggregate  amount  upon  surrender  of  the  Trust
Certificates  to  be  exchanged  at  the office or agency maintained pursuant to
Section 3.08.  Whenever any Trust Certificates are surrendered for exchange, the
Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one
or  more  new  Trust  Certificates dated the date of authentication by the Owner
Trustee  or  any  authenticating  agent  to  the  Certificateholder  making such
exchange.

     Every  Trust  Certificate  presented  or  surrendered  for  registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form  satisfactory  to  the  Owner  Trustee  and  the Certificate Registrar duly
executed  by  the  Certificateholder  or  such Certificateholder's attorney duly
authorized  in  writing.  Each Trust Certificate surrendered for registration of
transfer or exchange shall be canceled and subsequently disposed of by the Owner
Trustee  in  accordance  with  its  customary  practice.

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

     SECTION 3.05.  Mutilated, Destroyed, Lost or Stolen Trust Certificates.  If
                    -------------------------------------------------------
(a)  any  mutilated  Trust  Certificate  shall be surrendered to the Certificate
Registrar,  or  if  the  Certificate  Registrar  shall  receive  evidence to its
satisfaction of the destruction, loss or theft of any Trust Certificate, and (b)
there shall be delivered to the Certificate Registrar and the Owner Trustee such
security  or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Certificate has been acquired by a
protected  purchaser, the Owner Trustee on behalf of the Trust shall execute and
the  Owner Trustee shall authenticate and deliver, in exchange for or in lieu of
any  such  mutilated,  destroyed,  lost or stolen Trust Certificate, a new Trust
Certificate  of like tenor and denomination.  In connection with the issuance of
any  new  Trust  Certificate  under  this  Section,  the  Owner  Trustee  or the
Certificate  Registrar  may require the payment of a sum sufficient to cover any
tax  or  other  governmental charge that may be imposed in connection therewith.
Any duplicate Trust Certificate issued pursuant to this Section shall constitute
conclusive  evidence of ownership in the Trust, as if originally issued, whether
or  not  the  lost,  stolen or destroyed Trust Certificate shall be found at any
time.

     If,  after the delivery of a replacement Trust Certificate pursuant to this
Section,  a  protected  purchaser  of  the original Trust Certificate in lieu of
which  such  replacement  Trust Certificate was issued presents for payment such
original  Trust Certificate, the Owner Trustee shall be entitled to recover such
replacement  Trust Certificate (and any distributions made with respect thereto)
from  the  Person to whom it was delivered or any Person taking such replacement
Trust  Certificate  from  such Person to whom such replacement Trust Certificate
was  delivered or any assignee of such Person, except a protected 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 Owner Trustee or
Certificate  Registrar  in  connection  therewith.

     SECTION  3.06.  Persons  Deemed  Certificateholders.  Prior  to  due
                     -----------------------------------
presentation  of  a  Trust  Certificate  for registration of transfer, the Owner
Trustee,  the  Certificate  Registrar or any Paying Agent or other agent thereof
may  treat  the  Person in whose name any Trust Certificate is registered in the
Certificate  Register  as the owner of such Trust Certificate for the purpose of
receiving  distributions  pursuant  to  Section  5.02 and for all other purposes
whatsoever,  and  none  of  the  Owner Trustee, the Certificate Registrar or any
Paying  Agent  or  other  agent  thereof  shall  be  bound  by any notice to the
contrary.

     SECTION  3.07.  Access  to List of Certificateholders' Names and Addresses.
                     ----------------------------------------------------------
The  Owner  Trustee  shall furnish or cause to be furnished to the Paying Agent,
the  Servicer  and the Depositor, no later than the fifth Business Day following
each  Record Date, a list, in such form as the Paying Agent, the Servicer or the
Depositor  may  reasonably  require,  of  the  names  and  addresses  of  the
Certificateholders  as  of  the  most  recent  Record  Date.  If  three  or more
Certificateholders  or  one or more Holders of Trust Certificates evidencing not
less than 25% of the aggregate Certificate Balance apply in writing to the Owner
Trustee,  and  such application states that the applicants desire to communicate
with  other  Certificateholders  with  respect  to  their rights under the Trust
Agreement or under the Trust Certificates and such application is accompanied by
a  copy  of the communication that such applicants propose to transmit, then the
Owner  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 Certificateholders.  Upon receipt of any such application, the
Owner  Trustee  will  promptly  notify the Depositor by providing a copy of such
application  and  a  copy of the list of Certificateholders produced in response
thereto.  Each  Certificateholder, by receiving and holding a Trust Certificate,
shall be deemed to have agreed not to hold any of the Depositor, the Certificate
Registrar  or  the  Owner Trustee accountable by reason of the disclosure of its
name  and  address,  regardless  of  the  source from which such information was
derived.

     SECTION  3.08.  Maintenance  of  Office or Agency.  The Owner Trustee shall
                     ---------------------------------
maintain in the Borough of Manhattan, The City of New York, an office or offices
or  agency  or  agencies  where  Trust  Certificates  may  be  surrendered  for
registration  of  transfer  or exchange and where notices and demands to or upon
the  Owner  Trustee in respect of the Trust Certificates and the Basic Documents
may  be  served.  The Owner Trustee initially designates Harris Trust Company of
New  York,  88  Pine  Street,  Wall Street Plaza, 19th Floor, New York, New York
10005; Attn: Reginold Aloisi as its office for such purposes.  The Owner Trustee
shall  give prompt written notice to the Depositor and to the Certificateholders
of  any change in the location of the Certificate Register or any such office or
agency.

     SECTION  3.09.  Appointment  of  Paying Agent.  The Paying Agent shall make
                     -----------------------------
distributions  to  Certificateholders  from the Certificate Distribution Account
pursuant  to  Section 5.02 and shall report the amounts of such distributions to
the  Owner Trustee.  Any Paying Agent shall have the revocable power to withdraw
funds  from  the  Certificate Distribution Account for the purpose of making the
distributions  referred  to  above.  The Owner Trustee may revoke such power and
remove  the  Paying Agent if the Owner Trustee determines in its sole discretion
that  the  Paying  Agent  shall have failed to perform its obligations under the
Trust  Agreement  in  any material respect.  The Paying Agent initially shall be
Bankers  Trust Company of California, N.A.  Bankers Trust Company of California,
N.A.,  shall be permitted to resign as Paying Agent upon 30 days' written notice
to  the  Owner  Trustee,  the  Note Insurer and the Servicer.  In the event that
Bankers  Trust Company of California, N.A., shall no longer be the Paying Agent,
the  Owner Trustee shall appoint a successor to act as Paying Agent (which shall
be  a  bank or trust company acceptable to the Note Insurer).  The Owner Trustee
shall cause such successor Paying Agent or any additional Paying Agent appointed
by  the  Owner Trustee to execute and deliver to the Owner Trustee an instrument
in which such successor Paying Agent or additional Paying Agent shall agree with
the  Owner  Trustee  that,  as  Paying  Agent,  such  successor  Paying Agent or
additional  Paying  Agent  will hold all sums, if any, held by it for payment to
the  Certificateholders  in  trust  for  the  benefit  of the Certificateholders
entitled  thereto until such sums shall be paid to such Certificateholders.  The
Paying  Agent  shall  return  all  unclaimed funds to the Owner Trustee and upon
removal  of  a Paying Agent such Paying Agent shall also return all funds in its
possession to the Owner Trustee.  The provisions of Sections 7.01, 7.04 and 8.02
shall  apply  to  Bankers Trust Company of California, N.A. or the Owner Trustee
also  in  its  role  as  Paying  Agent,  for so long as Bankers Trust Company of
California,  N.A.  or  the  Owner  Trustee shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder.  Any reference
in  the  Trust  Agreement  to the Paying Agent shall include any co-paying agent
unless  the  context  requires  otherwise.

     SECTION  3.10.  Trust  Certificate  Transfer  Restrictions.  The  Trust
                     ------------------------------------------
Certificates  may not be offered or sold except to the Depositor or an Affiliate
thereof  or  to  institutional  "accredited  investors"  (as  defined  in  Rule
501(a)(1)-(3)  or (7) under the Securities Act who are United States persons (as
defined in Section 7701(a)(30) of the Code) in reliance on an exemption from the
registration  requirements  of the Securities Act.  Further, for purposes of the
Investment  Company  Act  of  1940, as amended, for so long as the Note Purchase
Option  or  either of the Collateral Purchase Options are outstanding, and until
an  opinion  of counsel is provided to the Owner Trustee to the effect that such
limitation  is no longer necessary, the total number of beneficial owners of the
Certificates  may  not exceed three.  Notwithstanding the foregoing, no transfer
of  a  Trust  Certificate  shall  be  permitted,  and  no such transfer shall be
registered  by  the  Certificate  Registrar  or  be effective hereunder, if, for
purposes  of  of  Treasury regulation   1.7704-1(h)(3), the number of beneficial
owners  of  Trust  Certificates exceeds 99.  For purposes of Treasury regulation
1.7704-1(h)(3),  in determining the number of beneficial owners, the Certificate
Registrar  may  treat  the number of beneficial owners as equal to the number of
registered  holders,  provided  that  each  holder  represents  that  it  is the
beneficial  owner and (i) is an individual or a United States corporation (other
than  an S corporation) or (ii) no principal purpose of the use of the entity to
hold  the  Trust  Certificate is to permit the Trust to satisfy the 100 partners
limitation  of  Treasury  regulation   1.7704-1(h)(3).

          (a)     The  Trust  Certificates  have  not  been  registered  or
qualified  under  the Securities Act, or any state securities law.  No transfer,
sale,  pledge or other disposition of any Trust Certificate 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 Owner Trustee may
require,  in  order  to  assure  compliance  with  the  Securities Act, that the
Certificateholder's  prospective  transferee  certify  to  the  Owner Trustee in
writing  the  facts  surrounding  such  disposition.  Unless  the  Owner Trustee
requests  otherwise,  such  certification  shall be substantially in the form of
Exhibit C 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
Owner  Trustee  may  require the prospective transferee to provide 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  Owner  Trustee  or  of  the  Trust.

          (b)     The  Trust  Certificates  and  any beneficial interest in such
Trust  Certificates  may  not  be acquired by or with the assets of (a) employee
benefit  plans, retirement arrangements, individual retirement accounts or Keogh
plans  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  (b)  entities (including insurance company general accounts) whose
underlying  assets  include  plan assets by reason of the investment by any such
plans, arrangements or accounts in such entities (a "Benefit Plan Investor") and
any  such purported transfer shall not be effective.  Each transferee of a Trust
Certificate  shall  be  required  to represent (a) that it is not a Benefit Plan
Investor  and  is  not  acquiring  such  Trust  Certificate with the assets of a
Benefit  Plan  Investor  and  (b) that if such Trust Certificate is subsequently
deemed  to  be  a  plan  asset,  it  will  dispose  of  such  Trust Certificate.

          (c)     Each  Trust Certificate will bear legends substantially to the
following  effect.

THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "ACT")  OR  STATE  SECURITIES  LAWS.  THE  HOLDER  HEREOF, BY
PURCHASING  THIS  TRUST  CERTIFICATE,  AGREES THAT THIS TRUST CERTIFICATE MAY BE
RESOLD,  PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS AND TO A PERSON WHO HAS FURNISHED TO THE OWNER TRUSTEE (A)
AN  INVESTMENT  LETTER SATISFACTORY TO THE OWNER TRUSTEE TO THE EFFECT THAT SUCH
PURCHASER  IS  AN  INSTITUTIONAL  ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(A)(1)-(3)  OR  (7)  UNDER THE ACT AND (B) IF REQUIRED, AN OPINION OF COUNSEL
SATISFACTORY  TO  THE  OWNER  TRUSTEE.

THIS  TRUST  CERTIFICATE  MAY  NOT  BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1)
EMPLOYEE  BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS
OR  KEOGH  PLANS  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  (2)  ENTITIES  (INCLUDING INSURANCE COMPANY GENERAL
ACCOUNTS)  WHOSE  UNDERLYING  ASSETS  INCLUDE  PLAN ASSETS BY REASON OF ANY SUCH
PLAN'S  ARRANGEMENTS  OR  ACCOUNT'S  INVESTMENT IN SUCH ENTITIES.  FURTHER, THIS
TRUST  CERTIFICATE  MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE
MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

IF  THE CERTIFICATEHOLDER COLLATERAL PURCHASE OPTION OR THE NOTE PURCHASE OPTION
ARE  OUTSTANDING,  THIS  TRUST  CERTIFICATE MUST REPRESENT ALL OUTSTANDING TRUST
CERTIFICATES  AND  SHALL  BE  HELD  BY  ONLY  ONE  HOLDER.

THE  HOLDER  OF  THIS  TRUST CERTIFICATE FURTHER UNDERSTANDS AND AGREES THAT THE
NUMBER  OF  BENEFICIAL  OWNERS  OF  ALL  TRUST  CERTIFICATES MAY NOT EXCEED 3 IN
NUMBER; THAT TRANSFERS OF THE TRUST CERTIFICATES WILL BE RESTRICTED ACCORDINGLY;
AND  THAT  THE  HOLDER  HEREOF  WILL  NOTIFY  THE OWNER TRUSTEE IF THE NUMBER OF
BENEFICIAL OWNERS OF THIS TRUST CERTIFICATE WILL CHANGE AS PROVIDED IN THE TRUST
AGREEMENT.

     SECTION  3.11.  Note  and Collateral Purchase Options.  (a)  As long as one
                     -------------------------------------
Person  holds  100%  of  the  Trust Certificates there is hereby granted to such
Certificateholder, the Note Purchase Option and the Certificateholder Collateral
Purchase  Option.  The  Note Purchase Option shall permit such Certificateholder
to  purchase  all  of  the  outstanding  Notes  on any Payment Date for the Note
Purchase  Price  and  otherwise  in  accordance with the procedures set forth in
Article  X  of  the Indenture.  The Certificateholder Collateral Purchase Option
shall  permit  such  Certificateholder  to purchase all of the Collateral on any
Payment  Date  for the Certificateholder Collateral Purchase Price and otherwise
in accordance with the procedures set forth in Article X of the Indenture.  Each
of the Note Purchase Option and the Certificateholder Collateral Purchase Option
shall  be  automatically  transferred  to  the  transferee  of  all of the Trust
Certificates  upon  such  a  transfer.  Such Options shall cease to exist and be
void  if  there  is  more  than  one  holder  of  the  Trust  Certificates.

          (b)     There  is  hereby  granted  to  Bear  Stearns the Bear Stearns
Collateral  Purchase  Option.  The  Bear  Stearns  Collateral Purchase Option is
transferable  in  whole but not in part by Bear Stearns or any assignee and does
not  require  Bear  Stearns  to  hold any Trust Certificates or Notes.  The Bear
Stearns  Collateral  Purchase Option shall permit the holder thereof to purchase
all  of  the  Collateral  on  any  Payment  Date for the Bear Stearns Collateral
Purchase  Price  and  otherwise  in  accordance with the procedures set forth in
Article  X  of  the Indenture.  Bear Stearns and any subsequent transferor shall
provide  notice  of  any transfer of the Bear Stearns Collateral Purchase Option
and  of  the  name  and  address  of  the  transferee  to the Owner Trustee, the
Indenture  Trustee,  the  Note  Insurer,  the  Servicer and the Rating Agencies.

          (c)     Upon  the  exercise  of  any  option  granted pursuant to this
Section 3.11, payment of the applicable exercise price and transfer of the Notes
or  Collateral  to  or  as  directed  by the Person exercising such option, such
respective  option  shall terminate.  Exercise of the Note Purchase Option shall
not  affect  the Collateral Purchase Options.  Exercise of a Collateral Purchase
Option  and  payment  of  the  applicable  exercise  price  and  transfer of the
Collateral to the Person exercising such option shall cause the other Collateral
Purchase  Option and the Note Purchase Option to terminate.  Notwithstanding the
foregoing,  if  the  holder thereof gives notice of exercise of the Bear Stearns
Collateral  Purchase  Option,  the  sole  Certificateholder shall have the right
during  the  time  period  provided  in Section 10.01 of the Indenture to itself
exercise  its  Certificateholder  Collateral Purchase Option and, subject to its
provision  of  the  Certificateholder  Collateral  Purchase  Price  by  the time
provided  in  the  Indenture, to purchase the Collateral.  In such latter event,
the  Bear  Stearns  Collateral  Purchase  Option  shall  terminate.

     SECTION 3.12. Beneficial Owner Limitation.  The Certificate Registrar shall
                   ---------------------------
keep  a  list  of the total number of beneficial owners of Trust Certificates as
evidenced  by  the claims made by Holders on each representation letter executed
by  a  prospective  Holder  pursuant  to Section 3.10(a).  In the event that the
transfer of Trust Certificates would cause the total number of beneficial owners
of  Trust  Certificates  to exceed three, the Owner Trustee shall not permit the
proposed transfer of such Trust Certificates. Any transfer of Trust Certificates
that  causes  the  total  number  of  beneficial owners of Trust Certificates to
exceed  three  shall  be  null  and  void  and the Certificate Register shall be
amended  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 Note Insurer, the Indenture Trustee
and the Owner Trustee, is provided to such Persons, at the sole cost and expense
of  the  provider  thereof,  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 Trust Certificates may exceed 100, then the total number of beneficial
owners  of  the  Trust Certificates may exceed three and the related restrictive
legend  may  be  removed  from  the  Trust  Certificates.

                                   ARTICLE IV

                            Actions by Owner Trustee
                            ------------------------

     SECTION  4.01.  Prior  Notice  to  Certificateholders and Note Insurer with
                     -----------------------------------------------------------
Respect  to  Certain  Matters.  With respect to the following matters, the Owner
-----------------------------
Trustee  shall not take action unless at least 30 days before the taking of such
action,  the  Owner  Trustee  shall  have  notified  the  Note  Insurer  and the
Certificateholders  in  writing  of  the  proposed  action  and  neither  the
Certificateholders nor the Note Insurer shall have notified the Owner Trustee in
writing  prior  to  the  30th  day  after  such  notice  is  given  that  such
Certificateholders  or  the  Note  Insurer  have  withheld  consent  or provided
alternative  direction;  provided,  however,  that  any  direction  by  the
Certificateholders  shall  require  the  prior  consent  of  the  Note  Insurer:

     (a)     the  initiation  of  any  material  claim  or  lawsuit by the Trust
(except  claims  or  lawsuits  brought  in connection with the collection of the
Mortgage  Loans  or  under  the  Pooled  Certificates) and the compromise of any
material  action,  claim or lawsuit brought by or against the Trust (except with
respect  to the aforementioned claims or lawsuits for collection of the Mortgage
Loans  or  under  the  Pooled  Certificates);

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

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

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

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

     (f)     the  consent  to  the calling or waiver of any default of any Basic
Document;

     (g)     the  consent to the assignment of the Indenture Trustee or Servicer
of their  respective  obligations  under  any  Basic  Document;

     (h)     except  as  provided  in  Article  IX  hereof,  the  dissolution,
termination  or  liquidation  of  the  Trust  in  whole  or  in  part;

     (i)     the  merger  or  consolidation  of the Trust with or into any other
entity,  or  conveyance  or  transfer of all or substantially all of the Trust's
assets to any  other  entity;

     (j)     the  incurrence,  assumption  or  guaranty  in  the  Trust  of  any
indebtedness other  than  as  set  forth  in  the  Trust  Agreement or the Basic
Documents;

     (k)     the  doing  of  any  act  that  conflicts  with  any  of  the Basic
Documents;

     (l)     the doing of any act which would make it impossible to carry on the
ordinary  business  of  the  Trust  as  described  in  Section  2.3  hereof;

     (m)     the  confession  of  a  judgment  against  the  Trust;

     (n)     the  possession of Trust assets, or assignment of the Trust's right
to property,  for other than a Trust purpose as determined pursuant to the Trust
Agreement  and  the  other  Basic  Documents;

     (o)     the  lending  by  the  Trust  of  any  funds  to  any  Person;

     (p)     the  change  in the Trust's purpose and powers from those set forth
in  this  Trust  Agreement;  or

     (q)     the  removal  or  replacement  of  the  Servicer  or  the Indenture
Trustee.  In addition the Trust shall not commingle its assets with those of any
other  entity.  The  Trust shall maintain its financial and accounting books and
records separate  from those of any other entity.  Except as expressly set forth
herein, the Trust shall pay its indebtedness, operating expenses and liabilities
from  its  own  funds,  and  the Trust shall not pay the indebtedness, operating
expenses  and  liabilities  of  any  other  entity.

     SECTION  4.02.  Action  by  Certificateholders  with  Respect  to  Certain
                     ----------------------------------------------------------
Matters.  The  Owner  Trustee  shall  not  have  the  power, (a) except upon the
written direction of the Certificateholders with the written consent of the Note
Insurer, to  remove the Servicer under the Sale and Servicing Agreement pursuant
to  Section  7.1  thereof,  to  consent  to  a successor Servicer, to remove the
Indenture  Trustee  under  the  Indenture pursuant to Section 6.08 thereof or to
consent  to  a  successor  Indenture  Trustee  or  (b)  except  upon the written
direction  of  the  Certificateholders  and  as  expressly provided in the Basic
Documents,  sell  the  Mortgage  Loans  and/or the Pooled Certificates after the
termination of the Indenture.  The Owner Trustee shall take the actions referred
to  in  the  preceding  sentence  only  upon  written instructions signed by the
Certificateholders.

     SECTION  4.03.  Action  by  Certificateholders  with Respect to Bankruptcy.
                     ----------------------------------------------------------
The Owner Trustee shall not have the power, except upon the written direction of
all  of the Certificateholders with the written consent of the Note Insurer, and
to  the  extent  otherwise consistent with the Basic Documents, to (i) institute
proceedings  to  have the Trust declared or adjudicated a bankrupt or insolvent,
(ii)  consent to the institution of bankruptcy or insolvency proceedings against
the Trust, (iii) file a petition or consent to a petition seeking reorganization
or  relief  on  behalf  of  the  Trust under any applicable federal or state law
relating  to  bankruptcy,  (iv)  consent  to  the  appointment  of  a  receiver,
liquidator,  assignee,  trustee,  sequestrator  (or any similar official) of the
Trust  or  a  substantial  portion  of  the  property of the Trust, (v) make any
assignment  for  the  benefit  of the Trust's creditors, (vi) cause the Trust to
admit  in  writing  its inability to pay its debts generally as they become due,
(vii)  take any action, or cause the Trust to take any action, in furtherance of
any  of the foregoing (any of the above, a "Bankruptcy Action").  So long as the
Indenture  and  the  Insurance  Agreement  remain  in effect and no Note Insurer
Default  exists, no Certificateholder shall have the power to take and shall not
take,  any  Bankruptcy  Action  with  respect  to  the Trust or direct the Owner
Trustee  to  take  any  Bankruptcy  Action  with  respect  to  the  Trust.

     SECTION  4.04.  Restrictions  on  Certificateholders'  Power.  The
                     --------------------------------------------
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of  the Trust or the Owner Trustee under the Trust Agreement or any of the Basic
Documents  or  would be contrary to Section 2.03, nor shall the Owner Trustee be
obligated  to  follow  any  such  direction,  if  given.

     SECTION  4.05.  Majority Control.  Except as expressly provided herein, any
                     ----------------
action that may be taken by the Certificateholders under the Trust Agreement may
be  taken  by  the  Holders  of  Trust  Certificates  evidencing not less than a
majority  of  the  aggregate Certificate Balances.  Except as expressly provided
herein,  any  written notice of the Certificateholders delivered pursuant to the
Trust  Agreement  shall  be effective if signed by Certificateholders evidencing
not  less  than  a majority of the aggregate Certificate Balances at the time of
the  delivery  of  such  notice.

                                    ARTICLE V

                   Application of Trust Funds; Certain Duties
                   ------------------------------------------

     SECTION  5.01.  Establishment of Trust Account.  The Owner Trustee, for the
                     ------------------------------
benefit of the Certificateholders, shall cause the Paying Agent to establish and
maintain  in  the  name  of  the  Trust  a segregated account with the Indenture
Trustee  (the "Certificate Distribution Account"), bearing a designation clearly
indicating  that  the  funds  deposited  therein are held for the benefit of the
Certificateholders.

     SECTION  5.02.  Application  of Trust Funds.  (a) On each Payment Date, the
                     ---------------------------
Owner  Trustee  shall,  or  shall  cause  the Paying Agent to, distribute to the
Certificateholders,  pro  rata  based  on their respective Certificate Balances,
from amounts deposited in the Certificate Distribution Account received from the
Indenture  Trustee  pursuant to Section 5.2 of the Sale and Servicing Agreement,
the  Certificate  Interest  Distribution  Amount,  the  Certificate  Principal
Distribution  Amount  and  Additional Certificate Interest in each case, if any.

     (b)     On  each  Payment Date, the Owner Trustee shall, or shall cause the
Paying  Agent  to,  send  to  each Certificateholder the statement or statements
provided  to  the Owner Trustee by the Indenture Trustee pursuant to Section 5.4
of  the  Sale and Servicing Agreement with respect to such Payment Date provided
that  such  statement  or  statements  have  actually been received by the Owner
Trustee.

     (c)     In  the  event  that  any withholding tax is imposed on the Trust's
payment (or allocations of income) to a Certificateholder, such tax shall reduce
the  amount  otherwise distributable to the Certificateholder in accordance with
this  Section.  The  Owner  Trustee  is hereby authorized and directed to retain
from  amounts otherwise distributable to the Certificateholders sufficient funds
for  the  payment  of  any  tax  that  is  legally  owed  by the Trust (but such
authorization  shall  not prevent the Owner Trustee from contesting any such tax
in appropriate proceedings, and withholding payment of such tax, if permitted by
law,  pending  the  outcome of such proceedings).  The amount of any withholding
tax  imposed  with  respect  to  a  Certificateholder  shall  be treated as cash
distributed  to  such  Certificateholder at the time it is withheld by the Trust
and  remitted  to  the  appropriate taxing authority.  If there is a possibility
that  withholding  tax  is  payable  with  respect  to a distribution (such as a
distribution to a non-U.S. Certificateholder), the Owner Trustee may in its sole
discretion  withhold such amounts in accordance with this paragraph (c).  In the
event  that  a  Certificateholder  wishes  to  apply  for  a  refund of any such
withholding  tax,  the  Owner  Trustee  shall  reasonably  cooperate  with  such
Certificateholder  in making such claim so long as such Certificateholder agrees
to  reimburse  the  Owner  Trustee  or  the  Paying  Agent for any out-of-pocket
expenses  incurred.  In  enforcing  its  rights hereunder, the Owner Trustee may
direct  the  Paying  Agent  to  withhold  the  applicable  tax  and remit to the
appropriate  taxing  authority  any  such  amounts  withheld.

     SECTION  5.03.  Method  of  Payment.  Subject  to  Section  9.01(c),
                     -------------------
distributions  required  to  be  made  to Certificateholders on any Payment Date
shall  be  made  to  each Certificateholder of record on the related Record Date
either  by  check mailed to such Certificateholder at the address of such holder
appearing  in  the  Certificate  Register  or  by  wire transfer, in immediately
available  funds,  to  the  account of such Certificateholder at a bank or other
entity  having  appropriate  facilities  therefor, if (i) such Certificateholder
shall  have  provided to the Certificate Registrar and the Certificate Registrar
has  forwarded such information promptly to the Paying Agent appropriate written
instructions  at  least  five  Business Days prior to such Payment Date and such
Certificateholder's  Trust  Certificates  in  the aggregate evidence an original
denomination  of not less than $1,000,000 or, (ii) such Certificateholder is the
Depositor,  or  an  Affiliate  thereof.

     SECTION  5.04.  No Segregation of Moneys; No Interest.  Subject to Sections
                     -------------------------------------
5.01  and  5.02,  moneys  received  by  the  Owner Trustee hereunder need not be
segregated  in  any  manner except to the extent required by law or the Sale and
Servicing Agreement and may be deposited under such general conditions as may be
prescribed  by  law,  and the Owner Trustee shall not be liable for any interest
thereon.

     SECTION  5.05.  Accounting  and  Reports  to  the  Certificateholders,  the
                     -----------------------------------------------------------
Internal  Revenue  Service and Others.  The Indenture Trustee shall (a) maintain
      -------------------------------
(or  cause  to be maintained) the books of the Trust on a calendar year basis on
the accrual method of accounting, (b) deliver (or cause to be delivered) to each
Certificateholder,  as  may  be  required  by  the  Code and applicable Treasury
Regulations,  such  information  as  may  be  required  to  enable  each
Certificateholder  to  prepare  its  federal  and  state income tax returns, (c)
prepare  or  cause  to  be  prepared,  and  file,  or cause to be filed, all tax
returns, if any, relating to the Trust and direct the Owner Trustee, in writing,
to make such elections as from time to time may be required or appropriate under
any  applicable state or federal statute or any rule or regulation thereunder so
as  to  maintain  the  Trust's  characterization  as a grantor trust for federal
income  tax  purposes,  and (d) collect or cause to be collected any withholding
tax  as  described  in  and  in  accordance with Section 5.02(c) with respect to
income or distributions to Certificateholders.  The Owner Trustee shall make all
elections  pursuant to this Section 5.05 as directed by the Indenture Trustee in
writing.

     SECTION  5.06.  Signature  on  Returns.  The  Owner  Trustee  shall sign on
                     ----------------------
behalf  of  the Trust the tax returns of the Trust, and any other returns as may
be  required  by law if any, furnished to it in execution form by the Depositor,
unless  applicable  law requires a Certificateholder to sign such documents.  In
executing any such return, the Owner Trustee shall rely entirely upon, and shall
have  no  liability  for  information or calculations provided by the Depositor.

                             ARTICLE VI ARTICLE VI1
                                     G
                                     ----
                      Authority and Duties of Owner Trustee
                      -------------------------------------

     SECTION  6.01.  General  Authority.  The  Owner  Trustee  is authorized and
                     ------------------
directed  to execute and deliver the Basic Documents to which the Trust is to be
a  party  and  each  certificate  or other document attached as an exhibit to or
contemplated  by the Basic Documents to which the Trust is to be a party and any
amendment  or  other  agreement or instrument, in each case, in such form as the
Depositor  shall  approve,  as  evidenced  conclusively  by  the Owner Trustee's
execution  thereof.  In  addition  to  the  foregoing,  the  Owner  Trustee  is
authorized,  but  shall  not  be  obligated, to take all actions required of the
Trust  pursuant to the Basic Documents.  The Owner Trustee is further authorized
from  time  to  time to take, but shall not be obligated to take, such action as
the  Servicer  recommends  with  respect  to  the  Basic  Documents.

     SECTION  6.02.  General  Duties.  It shall be the duty of the Owner Trustee
                     ---------------
to discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of the Trust Agreement and the Basic Documents to which the Trust is a
party  and  to  administer  the Trust for the benefit of the Certificateholders,
subject  to  the  Basic  Documents  and in accordance with the provisions of the
Trust  Agreement.  Notwithstanding  the  foregoing,  the  Owner Trustee shall be
deemed  to  have  discharged its duties and responsibilities hereunder and under
the  Basic  Documents  to  the  extent the Depositor has agreed hereunder or the
Servicer has agreed in the Sale and Servicing Agreement to perform any act or to
discharge  any  duty  of  the  Owner Trustee hereunder or of the Trust under any
Basic  Document,  and the Owner Trustee shall not be held liable for the default
or  failure  of the Depositor or the Servicer to carry out its obligations under
the  Sale  and  Servicing  Agreement,  or  the  Trust  Agreement, as applicable.

     SECTION  6.03.  Action  upon  Instruction.  (a)  Subject  to Article IV and
                     -------------------------
Section  7.01  and  in  accordance  with  the  terms of the Basic Documents, the
Certificateholders  may  by  written instruction direct the Owner Trustee in the
management of the Trust.  Such direction may be exercised at any time by written
instruction  of  the  Certificateholders  pursuant  to  Article  IV.

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

     (c)     Whenever  the Owner Trustee is unable to decide between alternative
courses  of  action permitted or required by the terms of the Trust Agreement or
under  any Basic Document, the Owner Trustee shall promptly give notice (in such
form  as shall be appropriate under the circumstances) to the Certificateholders
requesting  instruction  as  to  the  course of action to be adopted, and to the
extent  the  Owner  Trustee  acts  in  good faith in accordance with any written
instruction  of  the Certificateholders received, the Owner Trustee shall not be
liable  on account of such action to any Person.  If the Owner Trustee shall not
have  received  appropriate instruction within 10 days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be  necessary  under  the  circumstances) it may, but shall be under no duty to,
take  or  refrain  from  taking  such  action  not  inconsistent  with the Trust
Agreement  or  the Basic Documents, as it shall deem to be in the best interests
of  the  Certificateholders,  and shall have no liability to any Person for such
action  or  inaction.

     (d)     In the event that the Owner Trustee is unsure as to the application
of  any  provision  of  the  Trust  Agreement  or any Basic Document or any such
provision  is  ambiguous  as  to  its  application,  or is, or appears to be, in
conflict  with  any  other  applicable provision, or in the event that the Trust
Agreement  permits  any  determination  by  the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such  form  as  shall  be  appropriate  under  the  circumstances)  to  the
Certificateholders  requesting  instruction  and,  to  the extent that the Owner
Trustee  acts  or refrains from acting in good faith in accordance with any such
instruction  received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person.  If the Owner Trustee shall not have received
appropriate  instruction  within  10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be necessary
under  the circumstances) it may, but shall be under no duty to, take or refrain
from  taking  such action not inconsistent with the Trust Agreement or the Basic
Documents,  as  it  shall  deem  to  be  in  the  best  interests  of  the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

     SECTION  6.04.  No  Duties Except as Specified in the Trust Agreement or in
                     -----------------------------------------------------------
Instructions.  The  Owner  Trustee  shall  not  have  any  duty or obligation to
------------
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of the Trust Agreement or in any document or written instruction received by the
Owner  Trustee  pursuant  to  Section 6.03; and no implied duties or obligations
shall  be  read into the Trust Agreement or any other Basic Document against the
Owner  Trustee.  The  Owner  Trustee shall have no responsibility for filing any
financing  or  continuation  statement  in  any  public office at any time or to
otherwise  perfect  or  maintain the perfection of any security interest or lien
granted  to  it  hereunder  or  to  prepare  or file any Securities and Exchange
Commission  filing  for  the Trust or to record the Trust Agreement or any Basic
Document.  The  Owner  Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any liens
on  any  part  of  the Owner Trust Estate that result from actions by, or claims
against,  the  Owner  Trustee  that  are  not  related  to  the ownership or the
administration  of  the  Owner  Trust  Estate.

     SECTION  6.05.  No Action Except Under Specified Documents or Instructions.
                     ----------------------------------------------------------
The  Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal  with  any part of the Owner Trust Estate except (i) in accordance with the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
the  Trust  Agreement, (ii)  in accordance with the Basic Documents and (iii) in
accordance  with  any  document  or  instruction  delivered to the Owner Trustee
pursuant  to  Section  6.03.

     SECTION  6.06.  Restrictions.  The  Owner Trustee shall not take any action
                     ------------
that  (a)  is  inconsistent  with the purposes of the Trust set forth in Section
2.03  or  (b)  to the Actual Knowledge of the Owner Trustee, would result in the
Trust's  becoming taxable as a corporation for federal income tax purposes.  The
Certificateholders  shall not direct the Owner Trustee to take action that would
violate  the  provisions  of  this  Section.

     SECTION  6.07  Delegation  to  Indenture Trustee.  The Owner Trustee hereby
                    ---------------------------------
delegates  to  the  Indenture Trustee, and the Indenture Trustee hereby accepts,
the responsibility for reviewing on behalf of the Trust representations given in
connection  with  transfers  of  Notes  under  Section  4.07  of  the Indenture.

                                   ARTICLE VII
                                      H
                                      ----
                          Concerning the Owner Trustee
                          ----------------------------

     SECTION  7.01.  Acceptance of Trusts and Duties.  The Owner Trustee accepts
                     -------------------------------
the  trusts  hereby  created  and  agrees  to  perform its duties hereunder with
respect  to  such  trusts  but  only upon the terms of the Trust Agreement.  The
Owner  Trustee  also  agrees  to  disburse  all  moneys  actually received by it
constituting  part  of  the  Owner  Trust  Estate  upon  the  terms of the Trust
Agreement  and  the  other  Basic  Documents.  The  Owner  Trustee  shall not be
answerable  or accountable hereunder or under any other Basic Document under any
circumstances,  except  (i)  for  its own willful misconduct, bad faith or gross
negligence  or  (ii)  in  the  case  of  the inaccuracy of any representation or
warranty  contained  in  Section  7.03  expressly made by the Owner Trustee.  In
particular,  but  not  by  way  of limitation (and subject to the exceptions set
forth  in  the  preceding  sentence):

     (a)     the  Owner  Trustee  shall  not be liable for any error of judgment
made  by  an  Authorized  Officer  of  the  Owner  Trustee;

     (b)     the  Owner  Trustee  shall not be liable with respect to any action
taken  or  omitted  to be taken by it in accordance with the instructions of the
Depositor  or  any  Certificateholder;

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

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

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

     (f)     the Owner Trustee shall not be liable for the default or misconduct
     of  the  Depositor,  the Indenture Trustee or the Servicer under any of the
Basic  Documents  or otherwise and the Owner Trustee shall have no obligation or
liability  to  perform the obligations of the Trust under the Trust Agreement or
the  other  Basic  Documents  that are required to be performed by the Indenture
Trustee  under the Indenture or the Servicer or the Depositor under the Sale and
Servicing  Agreement;  and

     (g)     the  Owner  Trustee shall be under no obligation to exercise any of
the  rights  or  powers  vested  in  it by the Trust Agreement, or to institute,
conduct  or  defend  any litigation under the Trust Agreement or otherwise or in
relation  to  the  Trust  Agreement or any other Basic Document, at the request,
order  or  direction  of  any  of  the  Certificateholders,  unless  such
Certificateholders  have  offered  to  the  Owner  Trustee security or indemnity
satisfactory  to  it  against  the  costs,  expenses and liabilities that may be
incurred  by  the  Owner  Trustee  therein  or  thereby.  The right of the Owner
Trustee to perform any discretionary act enumerated in the Trust Agreement or in
any  other  Basic  Document  shall  not  be  construed  as a duty, and the Owner
Trustee shall not be answerable for other than its willful misconduct, bad faith
or  gross  negligence  in  the  performance  of  any  such  act.

     SECTION 7.02.  Furnishing of Documents.  The Owner Trustee shall furnish to
                    -----------------------
the  Certificateholders  and the Note Insurer 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  Owner  Trustee  under  the  Basic  Documents.

     SECTION  7.03.  Representations  and  Warranties.  Wilmington Trust Company
                     --------------------------------
hereby  represents  and  warrants  to  the  Depositor,  for  the  benefit of the
Certificateholders,  that:

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

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

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

     SECTION  7.04.  Reliance;  Advice  of Counsel.  (a) The Owner Trustee shall
                     -----------------------------
incur  no  liability to anyone in acting upon any signature, instrument, notice,
resolution,  request,  consent,  order,  certificate,  report, opinion, bond, or
other  document  or  paper believed by it to be genuine and believed by it to be
signed  by the proper party or parties. The Owner Trustee may accept a certified
copy  of  a  resolution of the board of directors or other governing body of any
corporate  party  as  conclusive  evidence  that  such  resolution has been duly
adopted  by  such body and that the same is in full force and effect.  As to any
fact  or  matter  the  method  of  determination  of  which  is not specifically
prescribed  herein,  the  Owner  Trustee  may  for all purposes hereof rely on a
certificate,  signed  by the president or any vice president or by the treasurer
or  other  authorized  officers of the relevant party, as to such fact or matter
and  such  certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.

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

     SECTION  7.05.  Not  Acting  in Individual Capacity.  Except as provided in
                     -----------------------------------
this  Article  VII,  in  accepting  the  trusts hereby created, Wilmington Trust
Company  acts  solely  as  Owner  Trustee  hereunder  and  not in its individual
capacity,  and  all Persons having any claim against the Owner Trustee by reason
of  the  transactions  contemplated by the Trust Agreement or any Basic Document
shall  look  only to the Owner Trust Estate for payment or satisfaction thereof.

     SECTION  7.06.  Owner  Trustee  Not Liable for Trust Certificates, Mortgage
                     -----------------------------------------------------------
Loans  or  Pooled  Certificates.  The  recitals  contained  herein  and  in  the
-------------------------------
Certificates (other than the signature and countersignature of the Owner Trustee
on the Trust Certificates) shall be taken as the statements of the Depositor and
the  Owner  Trustee  assumes no responsibility for the correctness thereof.  The
Owner  Trustee makes no representations as to the validity or sufficiency of the
Trust Agreement, of any other Basic Document or of the Trust Certificates (other
than the signature and the certificate of authentication of the Owner Trustee on
the Trust Certificates) or the Notes, or of any Mortgage Loan, Swap Agreement or
Pooled  Certificate  or  related  documents.  The Owner Trustee shall at no time
have  any  responsibility  or  liability  for  or  with respect to the legality,
validity  and  enforceability  of  any  Mortgage  Loan, Swap Agreement or Pooled
Certificate, or for or with respect to the sufficiency of the Owner Trust Estate
or  its ability to generate the payments to be distributed to Certificateholders
under  the  Trust  Agreement  or the Noteholders under the Indenture, including,
without  limitation:  the  existence,  condition  and  ownership of any property
securing  a  Mortgage  Loan;  the  existence and enforceability of any insurance
thereon;  the validity of the assignment of any Mortgage Loan to the Trust or of
any intervening assignment; the performance or enforcement of any Mortgage Loan,
Swap  Agreement  or  Pooled  Certificate; the compliance by the Depositor or the
Servicer with any warranty or representation made under any Basic Document or in
any  related document or the accuracy of any such warranty or representation, or
any  action  of  the  Depositor,  the  Indenture  Trustee or the Servicer or any
subservicer  taken  in  the  name  of  the  Owner  Trustee.

     SECTION  7.07.  Owner  Trustee  May  Own Trust Certificates and Notes.  The
                     -----------------------------------------------------
Owner  Trustee  in  its individual or any other capacity may become the owner or
pledgee  of  Trust  Certificates  or  Notes and may deal with the Depositor, the
Indenture  Trustee,  the  Paying  Agent and the Servicer in banking transactions
with  the  same  rights  as  it  would  have  if  it  were  not  Owner  Trustee.

                                  ARTICLE VIII
                                     I
                                     ----
                          Compensation of Owner Trustee
                          -----------------------------

     SECTION  8.01.  Owner Trustee's Fees and Expenses.  The Owner Trustee shall
                     ---------------------------------
receive  as  compensation  for  its  services  hereunder  such fees as have been
separately  agreed  upon before the date hereof among the Sponsor, the Depositor
and  the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed
by  the  Depositor  for  its  other reasonable expenses hereunder, including the
reasonable  compensation,  expenses  and  disbursements  of  such  agents,
representatives,  experts  and  counsel  as  the  Owner  Trustee  may  employ in
connection  with  the  exercise  and  performance  of  its rights and its duties
hereunder.

     SECTION  8.02.  Indemnification.  The  Sponsor  shall  be liable as primary
                     ---------------
obligor  for,  and shall indemnify the Owner Trustee, the Paying Agent and their
successors,  assigns,  agents  and  servants  (collectively,  the  "Indemnified
Parties")  from  and  against,  any  and  all  liabilities, obligations, losses,
damages,  taxes,  claims,  actions  and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of any
kind  and  nature whatsoever (collectively, "Expenses") which may at any time be
imposed on, incurred by, or asserted against the Owner Trustee, the Paying Agent
or  any  Indemnified  Party  in  any way relating to or arising out of the Trust
Agreement,  the  Basic  Documents, the Owner Trust Estate, the administration of
the  Owner  Trust  Estate  or the action or inaction of the Owner Trustee or the
Paying  Agent hereunder, except only that the Sponsor shall not be liable for or
required  to indemnify an Indemnified Party from and against Expenses arising or
resulting  from  any  of  the matters described in the third sentence of Section
7.01.  The  indemnities  contained in this Section shall survive the resignation
or  termination  of  the Owner Trustee or the Paying Agent or the termination of
the  Trust Agreement.  In any event of any claim, action or proceeding for which
indemnity  will  be  sought pursuant to this Section, the Owner Trustee's or the
Paying  Agent's,  as applicable, choice of legal counsel shall be subject to the
approval  of  the  Sponsor,  which  approval shall not be unreasonably withheld.

     SECTION  8.03.  Payments  to  the  Owner  Trustee.  Any amounts paid to the
                     ---------------------------------
Owner  Trustee pursuant to this Article VIII shall be deemed not to be a part of
the  Owner  Trust  Estate  immediately  after  such  payment.

                                   ARTICLE IX
                                      J
                                      ----
                         Termination of Trust Agreement
                         ------------------------------

     SECTION  9.01.  Termination  of  Trust  Agreement.  (a) The Trust Agreement
                     ---------------------------------
(other than Article VIII) shall terminate and the Trust shall dissolve and be of
no  further  force or effect  upon the final distribution by the Paying Agent of
all  moneys  or  other  property  or  proceeds of the Owner Trust Estate whether
following  the  exercise of a Collateral Purchase Option or otherwise and in any
case  in  accordance  with  the  terms  of the Indenture, the Sale and Servicing
Agreement  and  Article  V.  The  bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder shall not (x) operate to terminate the Trust
Agreement  or  the  Trust  or  (y)  entitle  such  Certificateholder's  legal
representatives  or  heirs  to  claim  an  accounting  or  to take any action or
proceeding  in any court for a partition or winding up of all or any part of the
Trust  or Owner Trust Estate or (z) otherwise affect the rights, obligations and
liabilities  of  the  parties  hereto.

     (b)     Except  as  provided  in Section 9.01(a), neither the Depositor nor
any  Certificateholder shall be entitled to revoke or terminate the Trust or the
Trust  Agreement.

     (c)     Notice of any dissolution of the Trust, specifying the Payment Date
upon  which  the  Certificateholders shall surrender their Trust Certificates to
the  Paying Agent for payment of the final distribution thereon and cancellation
thereof,  shall  be  given  by the Owner Trustee by letter to Certificateholders
mailed  within  five Business Days of receipt of notice of such dissolution from
the  Paying  Agent  stating  (i)  the Payment Date upon or with respect to which
final  payment  of  the  Trust  Certificates shall be made upon presentation and
surrender  of  the  Trust Certificates at the office of the Paying Agent therein
designated,  (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments being
made  only  upon  presentation  and  surrender  of the Trust Certificates at the
office of the Paying Agent therein specified.  The Owner Trustee shall give such
notice  to  the  Certificate Registrar (if other than the Owner Trustee) and the
Paying  Agent  at  the  time  such  notice is given to Certificateholders.  Upon
presentation  and  surrender  of  the Trust Certificates, the Paying Agent shall
cause  to  be  distributed  to  Certificateholders amounts distributable on such
Payment  Date  pursuant  to  Section  5.02.

     In  the  event that all of the Certificateholders shall not surrender their
Trust  Certificates  for cancellation within six months after the date specified
in  the  above  mentioned  written notice, the Owner Trustee shall give a second
written  notice  to  the  remaining  Certificateholders to surrender their Trust
Certificates  for  cancellation  and receive the final distribution with respect
thereto.  If  within one year after the second notice all the Trust Certificates
shall  not  have  been  surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the  remaining  Certificateholders  concerning  surrender  of  their  Trust
Certificates,  and  the  cost  thereof  shall be paid out of the funds and other
assets that shall remain subject to the Trust Agreement.  Any funds remaining in
the  Trust  after  exhaustion of such remedies shall be distributed by the Owner
Trustee  to  the  Depositor.  Certificateholders shall thereafter look solely to
the  Depositor  as  general  unsecured  creditors.

     (d)     Upon  the winding up of the Trust and payment of its obligations in
accordance with applicable law, the Owner Trustee shall cause the Certificate of
Trust to be cancelled by filing a certificate of cancellation with the Secretary
of State in accordance with the provisions of Section 3810 of the Business Trust
Statute  and  the  Trust  shall  terminate.

                                    ARTICLE X
                                      K
                                      ----
             Successor Owner Trustees and Additional Owner Trustees
             ------------------------------------------------------

     SECTION  10.01.  Eligibility  Requirements  for  Owner  Trustee.  The Owner
                      ----------------------------------------------
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a)  of  the  Business Trust Statute; authorized to exercise corporate trust
powers;  having  a  combined  capital  and  surplus  of at least $50,000,000 and
subject  to  supervision  or  examination  by  federal or state authorities; and
having  (or having a parent that has) a 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 corporation shall publish reports of condition at least
annually  pursuant to law or to the requirements of the aforesaid supervising or
examining  authority, then for the purpose of this Section, the combined capital
and  surplus  of such corporation shall be deemed to be its combined capital and
surplus  as  set  forth in its most recent report of condition so published.  In
case at any time the Owner Trustee shall cease to be eligible in accordance with
the  provisions  of  this Section, the Owner Trustee shall resign immediately in
the  manner  and  with  the  effect  specified  in  Section  10.02.

     SECTION 10.02.  Resignation or Removal of Owner Trustee.  The Owner Trustee
                     ---------------------------------------
may  at  any  time  resign  and  be discharged from the trusts hereby created by
giving  written  notice thereof to the Depositor.  Upon receiving such notice of
resignation,  the  Depositor shall promptly appoint a successor Owner Trustee by
written  instrument,  in  duplicate,  one  copy  of  which  instrument  shall be
delivered  to  the  resigning  Owner Trustee and one copy to the successor Owner
Trustee.  If  no  successor  Owner Trustee shall have been so appointed and have
accepted  appointment  within  30  days  after  the  giving  of  such  notice of
resignation,  the  resigning  Owner  Trustee may petition any court of competent
jurisdiction  for  the  appointment  of  a  successor  Owner  Trustee.

     If  at  any time the Owner Trustee shall cease to be eligible in accordance
with  the  provisions  of  Section  10.01 and shall fail to resign after written
request  therefor by the Depositor, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of  the  Owner  Trustee  or  of  its  property shall be appointed, or any public
officer  shall take charge or control of the Owner Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Owner Trustee.  If the Depositor shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the Depositor
shall  promptly  appoint  a  successor  Owner  Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee  so  removed  and one copy to the successor Owner Trustee, and shall pay
all  fees  owed  to  the  outgoing  Owner  Trustee.

     Any  resignation  or  removal  of  the  Owner  Trustee and appointment of a
successor  Owner Trustee pursuant to any of the provisions of this Section shall
not  become  effective  until  acceptance  of appointment by the successor Owner
Trustee  pursuant  to Section 10.03 and payment of all fees and expenses owed to
the  outgoing  Owner  Trustee.  The  Depositor  shall  provide  notice  of  such
resignation  or removal of the Owner Trustee to the Note Insurer and each of the
Rating  Agencies.

     SECTION  10.03.  Successor  Owner  Trustee.  Any  successor  Owner  Trustee
                      -------------------------
appointed  pursuant  to  Section 10.02 shall execute, acknowledge and deliver to
the  Depositor and to its predecessor Owner Trustee an instrument accepting such
appointment  under the Trust Agreement, and thereupon the resignation or removal
of  the  predecessor  Owner  Trustee  shall become effective, and such successor
Owner  Trustee,  without any further act, deed or conveyance, shall become fully
vested  with  all  the rights, powers, duties and obligations of its predecessor
under  the  Trust  Agreement,  with  like effect as if originally named as Owner
Trustee.  The  predecessor  Owner  Trustee  shall  upon  payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
moneys  held  by  it  under  the  Trust  Agreement;  and  the  Depositor and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other  things  as may reasonably be required for fully and certainly vesting and
confirming  in  the  successor Owner Trustee all such rights, powers, duties and
obligations.

     No  successor  Owner  Trustee  shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be  eligible  pursuant  to  Section  10.01.

     Upon  acceptance  of  appointment  by a successor Owner Trustee pursuant to
this Section, the Depositor shall mail notice thereof to all Certificateholders,
the  Indenture Trustee, the Noteholders, the Paying Agent, the Note Insurer, the
Swap  Counterparty and the Rating Agencies.  If the Depositor shall fail to mail
such notice within 10 days after acceptance of such appointment by the successor
Owner  Trustee, the successor Owner Trustee shall cause such notice to be mailed
at  the  expense  of  the  Depositor.

     SECTION  10.04.  Merger or Consolidation of Owner Trustee.  Any Person into
                      ----------------------------------------
which  the  Owner  Trustee  may  be  merged or converted or with which it may be
consolidated,  or  any  Person  resulting  from  any  merger,  conversion  or
consolidation  to  which  the Owner Trustee shall be a party, or any corporation
succeeding  to  all  or substantially all of the corporate trust business of the
Owner  Trustee,  shall  be the successor of the Owner Trustee hereunder, without
the  execution or filing of any instrument or any further act on the part of any
of  the  parties  hereto,  anything  herein  to  the  contrary  notwithstanding;
provided,  that  such  Person  shall  be eligible pursuant to Section 10.01 and,
provided,  further,  that  the Owner Trustee shall mail notice of such merger or
consolidation  to  the Note Insurer, the Paying Agent, the Swap Counterparty and
the  Rating  Agencies.

     SECTION  10.05.  Appointment  of  Co-Trustee  or  Separate  Trustee.
                      --------------------------------------------------
Notwithstanding  any  other  provisions of the Trust Agreement, at any time, for
the  purpose  of meeting any legal requirements of any jurisdiction in which any
part of the Owner Trust Estate may at the time be located, the Depositor and the
Owner  Trustee acting jointly shall have the power and shall execute and deliver
all  instruments  to  appoint  one or more Persons approved by the Depositor and
Owner  Trustee  to  act  as  co-trustee,  jointly  with the Owner Trustee, or as
separate  trustee  or  separate  trustees, of all or any part of the Owner Trust
Estate, and to vest in such Person, in such capacity, such title to the Trust or
any  part  thereof  and,  subject  to the other provisions of this Section, such
powers,  duties,  obligations,  rights and trusts as the Depositor and the Owner
Trustee  may  consider  necessary or desirable.  If the Depositor shall not have
joined  in  such appointment within 15 days after the receipt by it of a request
so to do, the Owner Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee under the Trust Agreement shall be required to
meet  the  terms of eligibility as a successor Owner Trustee pursuant to Section
10.01  and  no  notice  of the appointment of any co-trustee or separate trustee
shall  be  required  pursuant  to  Section  10.03.

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

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

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

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

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

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

                                   ARTICLE XI
                                      L
                                      ----
                                  Miscellaneous
                                  -------------

     SECTION  11.01.  Supplements  and  Amendments.  The  Trust Agreement may be
                      ----------------------------
amended  by the Depositor and the Owner Trustee, with the written consent of the
Note  Insurer, without the consent of any of the Sponsor, the Noteholders or the
Certificateholders,  to  cure  any  ambiguity,  to  correct  or  supplement  any
provisions in the Trust Agreement or for the purpose of adding any provisions to
or  changing  in  any  manner  or eliminating any of the provisions in the Trust
Agreement  or  of  modifying  in any manner the rights of the Noteholders or the
Certificateholders;  provided, however, that such action shall not, as evidenced
by an opinion of counsel, adversely affect in any material respect the interests
of  any  Noteholder  or Certificateholder; provided, further, that no opinion of
counsel  shall be required if the Person requesting such amendment shall deliver
to  the  Owner  Trustee and the Note Insurer a letter from each Rating Agency to
the  effect  that  such  amendment, in and of itself, will not cause such Rating
Agency  to  reduce  its  "shadow  rating"  on  the  Notes  rated  by  it.

     The  Trust Agreement may also be amended from time to time by the Depositor
and  the  Owner  Trustee, with the written consent of the Note Insurer, with the
consent of the Holders of Notes evidencing not less than a majority of the Class
Principal  Balance of the Notes and, to the extent affected thereby, the consent
of  the  Holders  of  Certificates  evidencing  not  less than a majority of the
Certificate Balance, for the purpose of adding any provisions to, or changing in
any  manner,  or eliminating any of the provisions of, the Trust Agreement or of
modifying in any manner the rights of the Noteholders or the Certificateholders;
provided,  however,  that  no such amendment shall (a) increase or reduce in any
manner  the  amount  of,  or  accelerate  or delay the timing of, collections of
payments  on  Mortgage  Loans  or  Pooled  Certificates  or pursuant to the Swap
Agreements or distributions that shall be required to be made for the benefit of
the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage
of the Class Principal Balance of the Notes and the Certificate Balance required
to  consent to any such amendment, without the consent of the holders of all the
outstanding  Notes  and  Certificates.

     Promptly  after  the  execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent  to each Certificateholder, the Indenture Trustee and each of the Rating
Agencies.

     It  shall  not  be  necessary  for  the  consent  of  Certificateholders or
Noteholders  pursuant  to  this  Section  to  approve the particular form of any
proposed  amendment or consent, but it shall be sufficient if such consent shall
approve  the  substance thereof.  The manner of obtaining such consents (and any
other  consents  of Certificateholders provided for in the Trust Agreement or in
any  other  Basic Document) and of evidencing the authorization of the execution
thereof  by  Certificateholders shall be subject to such reasonable requirements
as  the  Owner  Trustee  may  prescribe.

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

     Prior  to  the  execution  of  any  amendment to the Trust Agreement or the
Certificate  of  Trust,  the Owner Trustee shall be entitled to receive and rely
upon  an  opinion  of  counsel  stating  that the execution of such amendment is
authorized  or  permitted  by  the  Trust Agreement.  The Owner Trustee may, but
shall  not be obligated to, enter into any such amendment that affects the Owner
Trustee's  own  rights,  duties  or  immunities  under  the  Trust  Agreement or
otherwise.

     Notwithstanding  anything  herein  to  the  contrary,  no provision of this
Agreement  affecting the rights, duties and responsibilities of the Paying Agent
may  be  amended without the consent of the Paying Agent, such consent not to be
unreasonably  withheld.

     SECTION 11.02.  No Legal Title to Owner Trust Estate in Certificateholders.
                     ----------------------------------------------------------
The  Certificateholders  shall  not  have  legal  title to any part of the Owner
Trust Estate.  The Certificateholders shall be entitled to receive distributions
with  respect  to  their undivided ownership interest therein only in accordance
with  Articles  V and IX.  No transfer, by operation of law or otherwise, of any
right,  title  or  interest  of the Certificateholders to and in their ownership
interest  in  the  Owner  Trust  Estate  shall  operate  to  terminate the Trust
Agreement  or  the trusts under the Trust Agreement or entitle any transferee to
an  accounting  or to the transfer to it of legal title to any part of the Owner
Trust  Estate.

     SECTION  11.03.  Limitations  on  Rights  of Others.  The provisions of the
                      ----------------------------------
Trust  Agreement are solely for the benefit of the Owner Trustee, the Depositor,
the  Note Insurer, the Certificateholders, and, to the extent expressly provided
herein,  the  Indenture  Trustee  and  the Noteholders, and nothing in the Trust
Agreement,  whether  express or implied, shall be construed to give to any other
Person  any  legal or equitable right, remedy or claim in the Owner Trust Estate
or  under  or  in respect of the Trust Agreement or any covenants, conditions or
provisions  contained  herein.

     SECTION  11.04.  Notices.  (a)  Unless  otherwise  expressly  specified  or
                      -------
permitted  by  the  terms  hereof,  all notices shall be in writing and shall be
deemed given upon receipt by the intended recipient or three Business Days after
mailing  if mailed by certified mail, postage prepaid (except that notice to the
Owner  Trustee  shall  be  deemed  given  only  upon actual receipt by the Owner
Trustee),  if  to the Owner Trustee, addressed to its Corporate Trust Office; if
to the Depositor, addressed to Thornburg Mortgage Funding Corporation, 18881 Von
Karman  Avenue, Irvine, California 92612, Attention: Rick Story, Chief Financial
Officer;  if  to the Sponsor, addressed to Thornburg Mortgage Asset Corporation,
119  East Marcy Street, Suite 201, Santa Fe, New Mexico, 87501, Attention: Larry
Goldstone,  President,  or,  as to each party, at such other address as shall be
designated  by  such  party  in  a  written  notice  to  each  other  party.

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

     SECTION 11.05.  Severability.  Any provision of the Trust Agreement that is
                     ------------
prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the  extent of such prohibition or unenforceability without
invalidating  the  remaining  provisions  hereof,  and  any  such prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.

     SECTION  11.06.  Separate Counterparts. The Trust Agreement may be executed
                      ---------------------
by  the  parties hereto in separate counterparts, each of which when so executed
and  delivered  shall  be  an original, but all such counterparts shall together
constitute  but  one  and  the  same  instrument.

     SECTION  11.07.  Successors  and  Assigns.  All  covenants  and  agreements
                      ------------------------
contained herein shall be binding upon, and inure to the benefit of, each of the
Sponsor,  the  Depositor,  the  Owner  Trustee  and  its  successors  and  each
Certificateholder  and  its  successors  and  permitted  assigns,  all as herein
provided.  Any  request,  notice, direction, consent, waiver or other instrument
or  action by a Certificateholder  shall bind the successors and assigns of such
Certificateholder.

     SECTION  11.08.  No  Petition.  (a)  Neither  the Sponsor nor the Depositor
                      ------------
will,  prior  to the date which is one year and one day after the termination of
the  Indenture, institute against the Trust any bankruptcy proceedings under any
United  States Federal or state bankruptcy or similar law in connection with any
obligations  relating  to the Trust Certificates, the Notes, the Trust Agreement
or  any  of  the  other  Basic  Documents.

     (b)     The  Owner  Trustee,  by  entering  into  the Trust Agreement, each
Certificateholder,  by  accepting a Trust Certificate, and the Indenture Trustee
and  each  Noteholder,  by accepting the benefits of the Trust Agreement, hereby
covenant  and  agree that they will not, prior to the date which is one year and
one  day after the termination of the Indenture, institute against the Depositor
or  the Trust, or join in any institution against the Depositor or the Trust of,
any  bankruptcy  proceedings under any United States federal or state bankruptcy
or  similar  law  in  connection  with  any  obligations  relating  to the Trust
Certificates,  the  Notes,  the  Trust  Agreement  or  any  of  the  other Basic
Documents.

     SECTION  11.09.  No  Recourse.  Each Certificateholder by accepting a Trust
                      ------------
Certificate  acknowledges  that  such  Certificateholder's  Trust  Certificates
represent  beneficial interests in the Trust only and do not represent interests
in  or  obligations  of  the  Depositor,  the  Servicer,  the Owner Trustee, the
Indenture  Trustee  or  any Affiliate thereof and no recourse may be had against
such  parties  or  their  assets,  except  as  may  be  expressly  set  forth or
contemplated  in  the  Trust  Agreement,  the  Trust  Certificates  or the Basic
Documents.  Except  as  expressly  provided  in the Basic Documents, neither the
Depositor,  the  Servicer,  the Indenture Trustee nor the Owner Trustee in their
respective  individual  capacities,  nor  any  of  their  respective Affiliates,
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 distribution of any amount with respect to the Trust Certificates,
or  the  Trust's  performance  of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Trust Certificates or the Trust
Agreement,  it  being  expressly  understood that said covenants and obligations
have been made solely by the Trust.  Each Certificateholder by the acceptance of
a  Trust  Certificate  (or a beneficial interest therein) agrees that, except as
expressly  provided  in  the  Basic  Documents, in the case of nonpayment of any
amounts  with  respect to such Trust Certificate, it shall have no claim against
any  of  the  foregoing  for  any  deficiency,  loss  or  claim  therefrom.

     SECTION  11.10.  Headings.  The  headings  of  the  various  Articles  and
                      --------
Sections  herein  are  for convenience of reference only and shall not define or
limit  any  of  the  terms  or  provisions  hereof.

     SECTION  11.11.  GOVERNING  LAW.  THE TRUST AGREEMENT SHALL BE CONSTRUED IN
                      --------------
ACCORDANCE  WITH  THE  LAWS  OF  THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT  OF  LAW  PROVISIONS,  AND  THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES  UNDER  THE  TRUST AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

     SECTION  11.12.  Grant  of  Certificateholder  Rights  to Note Insurer. The
                      -----------------------------------------------------
rights  of  the  Note  Insurer  to direct certain actions and consent to certain
actions  of  the Certificateholders hereunder will terminate at such time as the
Class  Principal  Balance  of  the  Notes  has been reduced to zero and the Note
Insurer  has been reimbursed for any amounts owed under the Insurance Policy and
the Insurance Agreement and the Note Insurer has no further obligation under the
Insurance  Policy.

     SECTION  11.13.  Third-Party  Beneficiary.  The Note Insurer is an intended
                      ------------------------
third-party beneficiary of the Trust Agreement, and the Trust Agreement shall be
binding upon and inure to the benefit of the Note Insurer.  Without limiting the
generality of the foregoing, all covenants and agreements in the Trust Agreement
that  expressly  confer rights upon the Note Insurer shall be for the benefit of
and  run directly to the Note Insurer, and the Note Insurer shall be entitled to
rely  on  and enforce such covenants to the same extent as if it were a party to
the  Trust Agreement.  Provided, however, nothing in this Section 11.13 shall be
construed  to  impose  a  fiduciary  obligation of the Owner Trustee to the Note
Insurer.

     SECTION  11.14.  The Note Insurer.  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.




                                   * * * * * *
     IN  WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be  duly  executed  by their respective officers hereunto duly authorized, as of
the  day  and  year  first  above  written.

                               THORNBURG MORTGAGE FUNDING CORPORATION,
                               as Depositor


                               By:  ______________________________________
                                    Name:
                                    Title:


                               THORNBURG MORTGAGE ASSET CORPORATION, as Sponsor



                               By:  ______________________________________
                                    Name:
                                    Title:


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


                               By:  ______________________________________
                                    Name:
                                    Title:


BANKERS  TRUST  COMPANY  OF  CALIFORNIA,  N.A. hereby accepts the appointment as
Paying  Agent  pursuant  to  Section  3.09  hereof  and  accepts
the  obligations  and  duties  provided  under
Sections  5.05  and  6.07  hereof.



By:  ______________________________________
     Name:
     Title:

     We  hereby  agree  to purchase the Trust Certificates in the amount and for
the  price  set  forth  in  Section  3.02(b)  hereof

                               TMA  ACCEPTANCE  CORP.


                               By:  ______________________________________
                                    Name:
                                    Title:


                                   Appendix A

                                   Definitions

               See Exhibit A of the Sale and Servicing Agreement.


                                                                       EXHIBIT A

                            FORM OF TRUST CERTIFICATE
                            -------------------------

THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "ACT").  THE  HOLDER  HEREOF,  BY  PURCHASING  THIS  TRUST
CERTIFICATE,  AGREES  THAT  THIS  TRUST  CERTIFICATE  MAY  BE RESOLD, PLEDGED OR
OTHERWISE  TRANSFERRED  ONLY  IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS  AND  TO  A PERSON WHO HAS FURNISHED TO THE OWNER TRUSTEE (A) AN INVESTMENT
LETTER SATISFACTORY TO THE OWNER TRUSTEE TO THE EFFECT THAT SUCH PURCHASER IS AN
INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1)-(3) UNDER
THE  ACT  AND  (B)  IF REQUIRED, AN OPINION OF COUNSEL SATISFACTORY TO THE OWNER
TRUSTEE.

THIS  TRUST  CERTIFICATE  MAY  NOT  BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1)
EMPLOYEE  BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS
OR  KEOGH  PLANS  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  (2)  ENTITIES  (INCLUDING INSURANCE COMPANY GENERAL
ACCOUNTS)  WHOSE  UNDERLYING  ASSETS  INCLUDE  PLAN ASSETS BY REASON OF ANY SUCH
PLAN'S  ARRANGEMENTS  OR  ACCOUNT'S  INVESTMENT IN SUCH ENTITIES.  FURTHER, THIS
TRUST  CERTIFICATE  MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE
MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

IF  THE CERTIFICATEHOLDER COLLATERAL PURCHASE OPTION OR THE NOTE PURCHASE OPTION
ARE  OUTSTANDING,  THIS  TRUST  CERTIFICATE MUST REPRESENT ALL OUTSTANDING TRUST
CERTIFICATES  AND  SHALL  BE  HELD  BY  ONLY  ONE  HOLDER.

THE  HOLDER  OF  THIS  TRUST CERTIFICATE FURTHER UNDERSTANDS AND AGREES THAT THE
NUMBER  OF  BENEFICIAL  OWNERS  OF  ALL  TRUST  CERTIFICATES MAY NOT EXCEED 3 IN
NUMBER; THAT TRANSFERS OF THE TRUST CERTIFICATES WILL BE RESTRICTED ACCORDINGLY;
AND  THAT  THE  HOLDER  HEREOF  WILL  NOTIFY  THE OWNER TRUSTEE IF THE NUMBER OF
BENEFICIAL OWNERS OF THIS TRUST CERTIFICATE WILL CHANGE AS PROVIDED IN THE TRUST
AGREEMENT.

THIS TRUST CERTIFICATE IS NOT GUARANTEED OR INSURED BY AMBAC OR ANY GOVERNMENTAL
AGENCY.


NUMBER:  _________                                      DENOMINATION:___________
                                       INITIAL CERTIFICATE BALANCE:  $32,362,457

                          TMA MORTGAGE FUNDING TRUST I

                         ASSET-BACKED TRUST CERTIFICATE

evidencing  a  beneficial ownership interest in the Trust, as defined below, the
property  of  which  includes  (i)  a pool of adjustable rate mortgage loans and
adjustable rate mortgage loans with an original fixed rate period (collectively,
the  "Mortgage Loans"), (ii) ten interest rate swap agreements between the Trust
and  Merrill Lynch Capital Services, Inc. (the "Swap Agreements"), and (iii)100%
if  the  Class  A-1 and Class A-2 Pass-through Certificates from CS First Boston
Mortgage  Securities  Corporation,  Pass-through  Certificates,  Series  1993-B
(collectively,  the  "Pooled  Certificates")  caused  to be sold to the Trust by
Thornburg  Mortgage  Funding  Corporation.

(THIS  TRUST  CERTIFICATE  DOES  NOT  REPRESENT  AN INTEREST IN OR OBLIGATION OF
THORNBURG  MORTGAGE  FUNDING CORPORATION, THE SERVICER (AS DEFINED BELOW) OR THE
OWNER  TRUSTEE  (AS DEFINED BELOW) OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT
TO  THE  EXTENT  DESCRIBED  BELOW.)

     THIS  CERTIFIES THAT ___________________________________________________ is
the  registered  owner  of  the  Percentage  Interest  evidenced  hereby  in the
nonassessable, fully paid, beneficial ownership interest in TMA MORTGAGE FUNDING
TRUST  I  (the  "Trust")  formed  by  Thornburg  Mortgage Funding Corporation, a
Delaware  corporation.

     The  Trust  was created pursuant to a Trust Agreement, dated as of December
1,  1998  (the "Trust Agreement"), among Thornburg Mortgage Funding Corporation,
as depositor (the "Depositor"), Thornburg Mortgage Asset Corporation, as Sponsor
(the  "Sponsor")  and  Wilmington  Trust  Company,  as owner trustee (the "Owner
Trustee"),  a  summary  of  certain  of the pertinent provisions of which is set
forth  below.  To the extent not otherwise defined herein, the capitalized terms
used  herein  have  the  meanings  assigned  to  them  in  the  Trust Agreement.

     This  Certificate  is  one of a duly authorized issue of Asset-Backed Trust
Certificates  (herein  called  the "Trust Certificates").  Also issued under the
Indenture  dated  as  of  December  1,  1998 between the Trust and Bankers Trust
Company  of  California,  N.A.,  as  indenture  trustee,  are  a Series of Notes
designated  as  Collateralized  Asset-Backed Notes, Series 1998-1 (the "Notes").
This  Trust  Certificate is issued under and is subject to the terms, provisions
and  conditions  of  the Trust Agreement, to which Trust Agreement the holder of
this  Trust  Certificate by virtue of its acceptance hereof assents and by which
such  holder is bound.  The property of the Trust consists of the Mortgage Loans
and  the  Pooled  Certificates; the collections in respect of the Mortgage Loans
and the Pooled Certificates received after the applicable Cut-off Date; property
that  secured  a Mortgage Loan which has been acquired by foreclosure or deed in
lieu  of  foreclosure  and  any  REO  Proceeds;  the  Note  Insurance Policy and
collections  thereunder;  the  Swap Agreements and collections thereunder net of
payments  required  to  be  made  by  the  Trust; rights under certain Insurance
Policies  relating to the Mortgage Loans; the Reserve Account; and certain other
assets  and  rights  as  provided  under  the  Trust  Agreement and the Sale and
Servicing  Agreement.

     Under  the  Trust  Agreement,  there will be distributed on the 25th day of
each  month  or,  if  such 25th day is not a Business Day, the next Business Day
(each,  a  "Payment  Date"), commencing in December 1998, to the Person in whose
name  this  Trust Certificate is registered at the close of business on the last
day  of  the  calendar month immediately preceding the Payment Date (the "Record
Date"),  interest  on the Certificate Balance of this Trust Certificate at a per
annum  rate  equal  to  the lesser of (i) 7.00% per annum and (ii) the result of
dividing  the  Certificate  Interest Distribution Amount by the then Certificate
Balance of all of the Certificates, expressed as a per annum rate, and principal
in  each  case  to the extent of such Certificateholder's Percentage Interest in
the amount to be distributed to Certificateholders on such Payment Date pursuant
to  the  terms  of  the  Sale  and  Servicing  Agreement.  The  holder  of  this
Certificate  may  also  receive  Additional  Certificate  Interest to the extent
provided  in  the  Sale  and  Servicing  Agreement.

     The  holder  of  this  Trust  Certificate  acknowledges and agrees that its
rights  to  receive  distributions  in  respect  of  this  Trust Certificate are
subordinated  to  the  rights  of  the  Noteholders as described in the Sale and
Servicing  Agreement  and  the  Indenture.

     It  is  the  intent  of  the Depositor and the Certificateholders that, for
purposes  of federal income taxes, the Trust will be treated as a grantor trust.
The  Certificateholders,  by  acceptance of a Trust Certificate, agree to treat,
and  to  take  no  action  inconsistent with the treatment of, the Trust and the
Trust  Certificates  for  such  tax  purposes  as  just  described.

     Each Certificateholder, by its acceptance of a Trust Certificate, covenants
and  agrees that such Certificateholder, will not prior to the date which is one
year  and  one day after the termination of the Indenture, institute against the
Trust  or  the  Depositor,  or  join in any institution against the Trust or the
Depositor  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 Trust Certificates, the Notes, the Trust Agreement or any of the other Basic
Documents.

     Distributions  on  this  Trust  Certificate will be made as provided in the
Trust Agreement by the Certificate Paying Agent by wire transfer or check mailed
to  the  Certificateholder  of  record  in  the Certificate Register without the
presentation  or  surrender  of  this  Trust  Certificate  or  the making of any
notation  hereon.  Except  as  otherwise  provided  in  the  Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate will
be  made  after  due  notice  by  the  Owner  Trustee  of  the  pendency of such
distribution  and only upon presentation and surrender of this Trust Certificate
at  the office or agency maintained for that purpose by the Owner Trustee in the
Borough  of  Manhattan,  The  City  of  New  York.

     The holder of this Certificate may have the right to the extent provided in
the  Trust  Agreement,  the  Indenture  and  the Sale and Servicing Agreement to
exercise  options  to  purchase (i) among other items the Mortgage Loans and the
Pooled  Certificates  or  (ii)  the  Notes.

     Reference  is  hereby  made  to  the  further  provisions  of  this  Trust
Certificate  set forth on the reverse hereof, which further provisions shall for
all  purposes  have  the  same  effect  as  if  set  forth  at  this  place.

     Unless the certificate of authentication hereon shall have been executed by
an  authorized  officer  of  the  Owner Trustee, by manual signature, this Trust
Certificate  shall  not entitle the holder hereof to any benefit under the Trust
Agreement  or  the  Sale  and  Servicing  Agreement or be valid for any purpose.

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

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

                        TMA  MORTGAGE  FUNDING  TRUST  I

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


                        By:_________________________________________________
                           Authorized Signatory


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION


     This  is  one  of  the  Trust  Certificates of TMA Mortgage Funding Trust I
referred  to  in  the  within-mentioned  Trust  Agreement.

Date:
                        WILMINGTON  TRUST  COMPANY,
                        solely as Owner Trustee and not in its individual
                        capacity


                        By:_________________________________________________
                           Authorized Signatory


                         [REVERSE OF TRUST CERTIFICATE]

     The  Trust  Certificates  do not represent an obligation of, or an interest
in,  the  Sponsor,  the  Depositor,  the  Servicer,  the  Owner  Trustee  or any
affiliates  of  any  of  them and no recourse may be had against such parties or
their  assets,  except  as  expressly set forth or contemplated herein or in the
Trust  Agreement, the Indenture or the other Basic Documents.  In addition, this
Trust  Certificate  is  not  guaranteed  by  any  governmental  agency  or
instrumentality  and  is  limited in right of payment to certain collections and
recoveries with respect to the Mortgage Loans, the Pooled Certificates, the Swap
Agreements  (and  certain  other amounts), all as more specifically set forth in
the  Trust Agreement and in the Sale and Servicing Agreement.  A copy of each of
the  Sale and Servicing Agreement and the Trust Agreement may be examined by any
Certificateholder  upon  written  request  during  normal  business hours at the
principal  office  of the Depositor and at such other places, if any, designated
by  the  Depositor.

     The  Trust Agreement permits, with certain exceptions therein provided, the
amendment  thereof  and  the  modification  of the rights and obligations of the
Depositor  and the rights of the Certificateholders under the Trust Agreement at
any  time  by  the  Depositor and the Owner Trustee with the consent of the Note
Insurer  and  the  holders  of the Trust Certificates evidencing not less than a
majority of the outstanding Certificate Balances and of the holders of the Notes
evidencing  not  less than a majority of the outstanding Class Principal Balance
of  the  Notes,  each voting as a class.  Any such consent by the holder of this
Trust  Certificate  shall  be  conclusive  and binding on such holder and on all
future  holders  of  this  Trust Certificate and of any Trust Certificate issued
upon  the  transfer  hereof or in exchange herefor or in lieu hereof, whether or
not  notation  of  such  consent is made upon this Trust Certificate.  The Trust
Agreement  also permits the amendment thereof, in certain limited circumstances,
without  the  consent  of  the  holders  of  any  of  the  Trust  Certificates.

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

     The  Trust  Certificates are issuable only as registered Trust Certificates
without coupons in denominations of $100,000 and integral multiples of $1,000 in
excess thereof; PROVIDED, HOWEVER, that one Trust Certificate may be issued in a
denomination  that  represents  any  residual  amount of the Initial Certificate
Balance.  As  provided in the Trust Agreement and subject to certain limitations
therein  set  forth,  Trust  Certificates  are  exchangeable  for  new  Trust
Certificates  of  authorized  denominations  evidencing  the  same  aggregate
denomination,  as  requested  by  the  holder surrendering the same.  No service
charge  will  be made for any such registration of transfer or exchange, but the
Owner  Trustee  or  the  Certificate  Registrar  may  require  payment  of a sum
sufficient  to  cover  any  tax  or  governmental  charge  payable in connection
therewith.

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

     This Trust Certificate may not be transferred directly or indirectly to (1)
employee  benefit plans, retirement arrangements, individual retirement accounts
or  Keogh  plans  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  (2)  entities  (including insurance company general
accounts)  whose  underlying  assets  include  plan  assets  by  reason  of  the
investment  by  such  plans,  arrangements  or  accounts  in  such entities.  By
accepting  and holding this Trust Certificate, the Holder hereof shall be deemed
to  have represented and warranted that it is not any of the foregoing entities.

          This Trust Certificate may not be transferred to any person who is not
a  U.S.  Person,  as such term is defined in Section 7701(a)(30) of the Internal
Revenue  Code,  as  amended.

          No  transfer  of  a  Trust Certificate shall be permitted, and no such
transfer  shall  be  registered  by  the  Certificate  Registrar or be effective
hereunder,  if the number of beneficial owners of Trust Certificates exceeds 99.
For  purposes  of  determining  the number of beneficial owners, the Certificate
Registrar  may  treat  the number of beneficial owners as equal to the number of
registered  holders,  provided  that  each  holder  represents  that  it  is the
beneficial  owner and (i) is an individual or a United States corporation (other
than  an S corporation) or (ii) no principal purpose of the use of the entity to
hold  the  Trust  Certificate is to permit the Trust to satisfy the 100 partners
limitation  of  Treasury  regulation   1.7704-1(h)(3).

          Each  purchaser  of the Trust Certificates shall be required, prior to
purchasing  a  Trust  Certificate, to execute the Purchaser's Representation and
Warranty  Letter  in  the  form  attached  to  the Trust Agreement as Exhibit C.

     The  obligations  and responsibilities created by the Trust Agreement shall
terminate  and  the  Trust  created  thereby  shall dissolve upon the payment to
Certificateholders  of  all  amounts required to be paid to them pursuant to the
Trust  Agreement and the Sale and Servicing Agreement and the disposition of all
property  held  as  part  of  the  Trust.  In addition, Bear, Stearns & Co. Inc.
("Bear  Stearns")  has  the  option to purchase, among other items, the Mortgage
Loans  and  the Pooled Certificates, at a price specified in the Indenture.  The
exercise  of  such  option  will effect repayment of the Notes in full and early
retirement  of  the Trust Certificates.   It is unlikely that in such event, the
Trust  Certificates  will  receive any proceeds.  However, the Holder of 100% of
the  Trust  Certificates may choose to exercise its Certificateholder Collateral
Purchase Option and purchase the Mortgage Loans and Pooled Certificates, in lieu
of  Bear  Stearns,  for  the  purchase  price  specified  in  the  Indenture.

     This  Trust  Certificate  shall be construed in accordance with the laws of
the  State of Delaware, without reference to its conflict of law provisions, and
the  obligations,  rights  and  remedies  of  the  parties  hereunder  shall  be
determined  in  accordance  with  such  laws.

                                   ASSIGNMENT

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



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


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


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

Dated:
                         ___________________________________________*
                               Signature  Guaranteed:

                              ____________________________*

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

                                                                       EXHIBIT B

                             CERTIFICATE OF TRUST OF
                          TMA MORTGAGE FUNDING TRUST I
                          ----------------------------

     This Certificate of Trust of TMA MORTGAGE FUNDING TRUST I (the "Trust"), is
being  duly  executed and filed by Wilmington Trust Company, a Delaware bank and
trust  company, as trustee, to form a business trust under the Delaware Business
Trust  Act  (12  Del.  Code,   3801  et  seq.).
                 ----------

     1.     Name.  The  name of the business trust formed hereby is TMA MORTGAGE
            ----
FUNDING  TRUST  I.

     2.     Delaware  Trustee.  The  name and business address of the trustee of
            -----------------
the  Trust  in  the State of Delaware is Wilmington Trust Company, Rodney Square
North,  1100  North  Market  Street, Wilmington, Delaware 19890, Attention:  TMA
MORTGAGE  FUNDING  TRUST  I.

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

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

                             Wilmington  Trust  Company,
                             not  in  its  individual  capacity  but  solely  as
                             owner  trustee  of  the  Trust.


                        By:  _____________________________
                             Name:
                             Title:
                                                                       EXHIBIT C

            [Form of Purchaser's Representation and Warranty Letter]


Thornburg  Mortgage  Funding  Corporation
18881  on  Karman  Avenue
Suite  1400
Irvine,  California  92612

TMA  Mortgage  Funding  Trust  I
c/o  Wilmington  Trust  Company,  as
  Owner  Trustee
Rodney  Square  North
1100  North  Market  Street
Wilmington,  Delaware   19890


     Re:     TMA  Mortgage  Funding  Trust  I  -  Trust  Certificates
             --------------------------------------------------------


Ladies  and  Gentlemen:

     In  connection  with  our  proposed  purchase  of  Trust  Certificates (the
"Certificates")  issued  under  the Trust Agreement dated as of December 1, 1998
(the  "Agreement"),  among  Thornburg Mortgage Funding Corporation, as Depositor
(the  "Depositor"),  Thornburg  Mortgage  Assets  Corporation,  as  Sponsor, and
Wilmington  Trust  Company,  as Owner Trustee, the undersigned (the "Purchaser")
represents,  warrants  and  agrees  that:

     1.     It  is  an  institutional  "accredited  investor" as defined in Rule
501(a)(1)-(3)  or (7) under the Securities Act and is acquiring the Certificates
for  its  own  institutional  account  or  for  the  account of an institutional
accredited  investor.

     2.     It  is  not  (i)  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 (2) an entity (including an
insurance  company  general account) whose underlying assets include plan assets
by  reason of the investment by such plans, arrangements or accounts in any such
entity.

     3.     It  is  a U.S. Person as defined in Section 7701(a)(30) of the Code.

     4.     It  has  such  knowledge  and  experience in evaluating business and
financial matters so that it is capable of evaluating the merits and risks of an
investment  in the Certificates.  It understands the full nature and risks of an
investment  in  the  Certificates  and  based upon its present and projected net
income  and  net  worth,  it  believes  that it can bear the economic risk of an
immediate  or  future  loss  of  its  entire  investment  in  the  Certificates.

     5.     It  understands  that  the  Certificates  will  be  offered  in  a
transaction  not  involving  any  public  offering  within  the  meaning  of the
Securities  Act,  and  that,  if  in  the future it decides to resell, pledge or
otherwise transfer any Certificates, such Certificates may be resold, pledged or
transferred  only  (a)  to  a  person  who  the seller reasonably believes is an
institutional  "accredited  investor"  as  defined  in Rule 501(a)(1)-(3) or (7)
under  the  Securities Act that purchases for its own account or for the account
of  another  institutional  accredited  investor or (b) pursuant to an effective
registration  statement  under  the  Securities  Act.

     6.     It understands that each Certificate will bear legends substantially
to  the  following  effect:

"THIS  TRUST  CERTIFICATE  HAS  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED  (THE "ACT") OR STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY
PURCHASING  THIS  TRUST  CERTIFICATE,  AGREES THAT THIS TRUST CERTIFICATE MAY BE
RESOLD,  PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS AND TO A PERSON WHO HAS FURNISHED TO THE OWNER TRUSTEE (A)
AN  INVESTMENT  LETTER  SATISFACTORY  TO  THE  TRUSTEE  TO  THE EFFECT THAT SUCH
PURCHASER  IS  AN  INSTITUTIONAL  ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(A)(1)-(3)  OR  (7)  UNDER THE ACT AND (B) IF REQUIRED, AN OPINION OF COUNSEL
SATISFACTORY  TO  THE  OWNER  TRUSTEE.

THIS  TRUST  CERTIFICATE  MAY  NOT  BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1)
EMPLOYEE  BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS
OR  KEOGH  PLANS  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  (2)  ENTITIES  (INCLUDING INSURANCE COMPANY GENERAL
ACCOUNTS)  WHOSE  UNDERLYING  ASSETS  INCLUDE  PLAN  ASSETS  BY  REASON  OF  THE
INVESTMENT  BY  SUCH PLANS, ARRANGEMENTS OR ACCOUNTS IN SUCH ENTITIES.  FURTHER,
THIS  TRUST CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN
THE  MEANING  OF  SECTION  7701(A)(30)  OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

IF  THE CERTIFICATEHOLDER COLLATERAL PURCHASE OPTION OR THE NOTE PURCHASE OPTION
ARE  OUTSTANDING,  THIS  TRUST  CERTIFICATE MUST REPRESENT ALL OUTSTANDING TRUST
CERTIFICATES  AND  SHALL  BE  HELD  BY  ONLY  ONE  HOLDER.

THE  HOLDER  OF  THIS  TRUST CERTIFICATE FURTHER UNDERSTANDS AND AGREES THAT THE
NUMBER  OF  BENEFICIAL  OWNERS  OF  ALL  TRUST  CERTIFICATES MAY NOT EXCEED 3 IN
NUMBER; THAT TRANSFERS OF THE TRUST CERTIFICATES WILL BE RESTRICTED ACCORDINGLY;
AND  THAT  THE  HOLDER  HEREOF  WILL  NOTIFY  THE OWNER TRUSTEE IF THE NUMBER OF
BENEFICIAL OWNERS OF THIS TRUST CERTIFICATE WILL CHANGE AS PROVIDED IN THE TRUST
AGREEMENT."

     7.     It  is acquiring the Certificates for its own account and not with a
view to the public offering thereof in violation of the Securities Act (subject,
nevertheless, to the understanding that disposition of its property shall at all
times  be  and  remain  within  its  control).

     8.     It  has  been furnished with all information regarding the Trust and
Certificates  which  it  has  requested  from  the  Trust  and  the  Depositor.

     9.     Neither it nor anyone acting on its behalf has offered, transferred,
pledged,  sold  or  otherwise  disposed  of any Certificate, any interest in any
Certificate  or  any other similar security to, or solicited any offer to buy or
accept  a transfer, pledge or other disposition of any Certificate, any interest
in  any  Certificate or any other similar security from, or otherwise approached
or  negotiated  with respect to any Certificate, any interest in any Certificate
or any other similar security with, any person in any manner or made any general
solicitation by means of general advertising or in any other manner, which would
constitute  a distribution of the Certificates under the Securities Act or which
would  require registration pursuant to the Securities Act nor  will it act, nor
has  it  authorized  or  will  authorize  any person to act, in such manner with
respect  to  any  Certificate.

     10.     If  the  purchase to which this letter relates applies to less than
all  of  the Certificates, the Purchaser acknowledges that the Certificateholder
Collateral  Purchase  Option  and  the  Note  Purchase  Option  are  no  longer
outstanding.

     11.     For purposes of the Investment Company Act of 1940, as amended, the
total  number of beneficial owners of the Trust Certificates it is purchasing is
________________.

     12.     The  Purchaser  is a beneficial owner of the Trust Certificates and
either  (i)  is  an  individual  or a United States corporation (other than an S
corporation)  or  (ii) no principal purpose of the use of the entity to hold the
Trust  Certificate is to permit the Trust to satisfy the 100 partners limitation
of  Treasury  regulation   1.7704-1(h)(3).



Dated:____________
                                   Very  truly  yours,


                                   _____________________________
                                   NAME  OF  PURCHASER

                                   By:  __________________________

                                   Name:________________________

                                   Title:_________________________

                                   NOTE:  To  be  executed  by  an
                                   ----
                                   executive  officer


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