Thornburg Mortgage Home Loans, Inc. ▼

THORNBURG MORTGAGE, INC.

14,000,000 SHARES

CONTROLLED EQUITY OFFERING^SM

SALES AGREEMENT

July 22, 2005

CANTOR FITZGERALD & CO.
110 East 59th Street
New York, NY 10022

Ladies and Gentlemen:

          THORNBURG MORTGAGE, INC., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

     1.   Issuance and Sale of Shares. The Company agrees that, from time to time  . . .

EXECUTION

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

as Master Servicer

and

THORNBURG MORTGAGE HOME LOANS, INC.,

as Seller

and

THORNBURG MORTGAGE HOME LOANS, INC.,

as Servicer

_____________________________

SERVICING AGREEMENT

Dated as of March 1, 2002

_____________________________

Table of Contents

Page

ARTICLE I. DEFINITIONS

2

ARTICLE II. PASS- THROUGH TRANSFERS; SELLER'S ENGAGEMENT

OF SERVICER TO PERFORM SERVICING RESPONSIBILITIES

14

Section 2.01

Pass-Through Transfers.

14

Section 2.02

Contract for Servicing; Possession of Servicing Files.

14

Section 2.03

Books and  . . .

EXECUTION

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

as Master Servicer

and

THORNBURG MORTGAGE HOME LOANS, INC.,

as Seller

and

THORNBURG MORTGAGE HOME LOANS, INC.,

as Servicer

_____________________________

SERVICING AGREEMENT

Dated as of March 1, 2002

_____________________________

Table of Contents

Page

ARTICLE I. DEFINITIONS

2

ARTICLE II. PASS- THROUGH TRANSFERS; SELLER�S ENGAGEMENT

OF SERVICER TO PERFORM SERVICING RESPONSIBILITIES

14

Section 2.01

Pass-Through Transfers.

14

Section 2.02

Contract for Servicing; Possession of Servicing Files.

14

Section 2.03

Books and Records.

15

ARTICLE III.  . . .

EXECUTION

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

as Master Servicer

and

THORNBURG MORTGAGE HOME LOANS, INC.,

as Seller

and

THORNBURG MORTGAGE HOME LOANS, INC.,

as Servicer

_____________________________

SERVICING AGREEMENT

Dated as of March 1, 2002

_____________________________

Table of Contents

Page

ARTICLE I. DEFINITIONS

2

ARTICLE II. PASS- THROUGH TRANSFERS; SELLER�S ENGAGEMENT

OF SERVICER TO PERFORM SERVICING RESPONSIBILITIES

14

Section 2.01

Pass-Through Transfers.

14

Section 2.02

Contract for Servicing; Possession of Servicing Files.

14

Section 2.03

Books and Records.

15

ARTICLE III.  . . .

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
MASTER SERVICER

AND

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
SERVICER

AND

ACKNOWLEDGED BY

THORNBURG MORTGAGE SECURITIES TRUST 2003-2

AND

DEUTSCHE BANK NATIONAL TRUST COMPANY
TRUSTEE

AND

THORNBURG MORTGAGE HOME LOANS, INC. . . .

EXTERNAL USE

  RESIDENTIAL MORTGAGE FINANCE

TERM SHEET

[$2,651,562,000]

(APPROXIMATE)

THORNBURG MORTGAGE SECURITIES TRUST 2005-3

WELLS FARGO BANK, N.A., MASTER SERVICER

LASALLE BANK N.A., TRUSTEE

Class⁽¹⁾

Approximate

Size ($) ⁽²⁾

Initial

Coupon

Life Cap

Security Description

 WAL (Yrs) to Mandatory Auction ⁽³⁾

Window (mos.) to Mandatory Auction ⁽³⁾

Initial Credit Support

Legal Final Maturity

Expected Ratings (Moody?s/S&P)

A-1

[$149,535,000]

1mL + [ ] ⁽⁴⁾

11.00%

Grp 1 Senior Floater

2.16

1-36

[3. . . .

TRUST, POOLING AND SERVICING AGREEMENT

          Trust, Pooling and Servicing Agreement (this "Agreement"), dated as of March 1, 2003, among Structured Asset Mortgage Investments Inc., a Delaware corporation, as seller (the "Seller"), Deutsche Bank National Trust Company, a national banking association, not in its individual capacity but solely as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee"), Wells Fargo Bank Minnesota, National Association, a national banking association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator"), and Thornburg Mortgage Home Loans, Inc. ("Thornburg").

PRELIMINARY STATEMENT

          On April 1, 2003 the Seller formed Thornburg Mortgage Securities Trust 2003-2, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated April 1, 2003 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee.

          The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety on the Closing Date by this Agreement.

          Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below).

          On or prior to the Closing Date, the Seller acquired the Mortgage Loans from Thornburg. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust.

          The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-1 Certificate will be designated the "residual interest" in such REMIC.

          The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the "residual interest" in such REMIC.

          The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,060,891,769.76. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance and the cash deposit made on the Closing Date pursuant to Section 2.01(a).

          In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, Thornburg, the Delaware Trustee and the Trustee agree as follows:

ARTICLE I

Definitions

          Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or unless the context otherwise requires, shall have the meanings specified in this Article.

          1998-1 Mortgage Loans: Those Mortgage Loans that were purchased by the Mortgage Loan Seller from the 1998-1 Trust.

           1998-1 Primary Servicer: A Primary Servicer of the 1998-1 Mortgage Loans.

           1998-1 Trust: TMA Mortgage Funding Trust I.

          Accepted Master Servicing Practices: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the standard set forth in clause (x).

          Account: The Master Servicer Collection Account, the Distribution Account, the Yield Maintenance Account and each Servicer Account, as the context may require.

          Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities or other assets subject to a security interest pursuant to a related pledge agreement.

          Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.

          Affiliate: As to any Person, any other Person controlling, controlled by or under common control with such Person. "Control" means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise. "Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee has actual knowledge to the contrary.

          Aggregate Expense Rate: With respect to any Mortgage Loan, the sum of the applicable Servicing Fee Rates, the Master Servicing Fee Rate, the Trustee Fee Rate, the Lender-Paid PMI Rate (if applicable), and the Retained Interest Rate (if applicable).

          Agreement: This Trust, Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

          Applicable Credit Rating: For any long-term deposit or security, a credit rating of "AAA" in the case of S&P and "Aaa" in the case of Moody's. For any short-term deposit or security, a rating of "A-l+" in the case of S&P and P-1 in the case of Moody's.

          Applicable Margin: The Class A Margin, the Class M-1 Margin or the Class M-2 Margin, as applicable.

          Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a) the law of the State of Delaware and (b) such other state law whose applicability shall have been brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it by the Master Servicer, Thornburg or the Seller, or (ii) written notice from the appropriate taxing authority as to the applicability of such state law.

          Applied Realized Loss Amount: With respect to any Class of Subordinate Certificates and as to any Distribution Date, the sum of the Realized Losses with respect to the Mortgage Loans which have been applied in reduction of the Current Principal Amount of such Class which shall, on any such Distribution Date, equal with respect to the Class M-2 Certificates and Class M-1 Certificates in that order so long as their respective Current Principal Amounts have not been reduced to zero, the amount, if any, by which, (i) the aggregate Current Principal Amount of all of the Certificates (after all distributions of principal on such Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the last day of the related Due Period.

TRUST, POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2002

THORNBURG MORTGAGE SECURITIES TRUST 2002-4,
Mortgage Pass-Through Certificates,
Series 2002-4

STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,
Seller

DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee

DEUTSCHE BANK TRUST COMPANY DELAWARE,
Delaware Trustee

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Master Servicer

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Securities Administrator

and

THORNBURG MORTGAGE HOME LOANS, INC.

TRUST, POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2003

THORNBURG MORTGAGE SECURITIES TRUST 2003-2, Mortgage Pass-Through Certificates, Series 2003-2

TABLE OF CONTENTS

ARTICLE I

Definitions

STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,
Seller

DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee

DEUTSCHE BANK TRUST COMPANY DELAWARE,
Delaware Trustee

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Master Servicer

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Securities Administrator

and

THORNBURG MORTGAGE HOME LOANS, INC.

TRUST, POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2002

THORNBURG MORTGAGE SECURITIES TRUST 2002-4,
Mortgage Pass-Through Certificates,
Series 2002-4

TABLE OF CONTENTS

ARTICLE I

Definitions

ARTICLE IA

Organization

STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,
Seller

DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee

DEUTSCHE BANK TRUST COMPANY DELAWARE
Delaware Trustee

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Master Servicer

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Securities Administrator

and

THORNBURG MORTGAGE HOME LOANS, INC.

TRUST, POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2002

THORNBURG MORTGAGE SECURITIES TRUST 2002-2,
Mortgage Pass-Through Certificates,
Series 2002-2

TABLE OF CONTENTS

ARTICLE I

Definitions


ARTICLE IA

Organization

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Depositor

U.S. BANK NATIONAL ASSOCIATION,
Trustee

WILMINGTON TRUST COMPANY,
Delaware Trustee

WELLS FARGO BANK, N.A.,
Master Servicer

WELLS FARGO BANK, N.A.,
Securities Administrator

and

THORNBURG MORTGAGE HOME LOANS, INC.

TRUST, POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2005

THORNBURG MORTGAGE SECURITIES TRUST 2005-4,
Mortgage Pass-Through Certificates,
Series 2005-4

TABLE OF CONTENTS

UNDERWRITING AGREEMENT

January 27, 2003

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Ladies and Gentlemen:

Greenwich Capital Acceptance, Inc., a Delaware corporation (the Company), proposes to sell to Greenwich Capital Markets, Inc. (the Underwriter), its Thornburg Mortgage Securities Trust 2003-1 Certificates in the classes, in the respective original principal amounts and with the designations set forth in Schedule I hereto (the Offered Certificates).  Only the Offered Certificates are being purchased by the Underwriter hereunder.  The Offered Certificates, together with the Class B-4, Class B-5 and Class B-6 Certificates (collectively, the Certificates), will be issued by the Company pursuant to a Pooling and Servicing Agreement (the Pooling and Servicing Agreement), dated as of January 1, 2003, among the Company, as depositor (the Depositor), Thornburg Mortgage Home Loans, Inc., as seller (the Seller), Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator (in its capacity as master servicer, the Master Servicer and in its capacity as securities administrator, the Securities Administrator), Deutsche Bank Trust Company Delaware, as Delaware trustee and Deutsche Bank National Trust Company, as trustee (the Trustee).  Each Certificate will evidence the holders beneficial ownership in a trust fund (the Trust Fund), created pursuant to the Pooling and Servicing Agreement, and consisting primarily of adjustable rate, residential mortgage loans (the Mortgage Loans) secured primarily by first liens on one- to four-family residential properties.  The Offered Certificates are described more fully in Schedule I hereto and in the Prospectus Supplement furnished to the Underwriter by the Company and referred to below.

The Mortgage Loans will be serviced by the Master Servicer pursuant to the Pooling and Servicing Agreement.  Also, an indemnification and contribution agreement, dated January 27, 2003 (collectively, the Indemnification Agreement), will be entered into among the Depositor, the Underwriter and the Seller.

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

1.

Representations and Warranties.  The Company represents and warrants to, and agrees with, the Underwriter that:

(a)

The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3 (the file number of which is set forth in Schedule I hereto) for the registration of securities, issuable in series under the Securities Act of 1933, as amended (the 1933 Act), which registration statement was declared effective on the date set forth in Schedule I hereto and copies of which have heretofore been delivered to the Underwriter.  The Company meets the requirements for use of Form S-3 under the 1933 Act, and such registration statement, as amended at the date hereof, meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material respects with the 1933 Act and the rules and regulations thereunder.  The Company proposes to file with the Commission, with the Underwriters consent, pursuant to Rule 424 under the 1933 Act, a supplement to the form of prospectus included in such registration statement relating to the Offered Certificates and the plan of distribution thereof, and has previously advised the Underwriter of all further information (financial and other) with respect to the Offered Certificates and the Mortgage Loans to be set forth therein.  Such registration statement, including all exhibits thereto, as amended at the date hereof, is referred to herein as the Registration Statement; such prospectus in the form in which it appears in the Registration Statement is referred to herein as the Basic Prospectus (except that if the prospectus filed by the Company pursuant to Rule 424(b) under the 1933 Act differs from the prospectus on file at the time the Registration Statement became effective, the term Basic Prospectus shall refer to such Rule 424(b) prospectus from and after the time it is mailed or transmitted to the Commission for filing); such form of prospectus supplemented by the prospectus supplement (the Prospectus Supplement) relating to the Offered Certificates, in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) under the 1933 Act (including the Basic Prospectus as so supplemented), is referred to herein as the Final Prospectus.  Any preliminary form of the Final Prospectus that has heretofore been filed pursuant to Rule 424 or, prior to the effective date of the Registration Statement, pursuant to Rule 402(a) or 424(a) is hereinafter called a Preliminary Final Prospectus.

(b)

As of the date hereof, as of the date on which the Final Prospectus is first filed pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to the Closing Date (as hereinafter defined), any amendment to the Registration Statement becomes effective, as of the date on which any supplement to the Final Prospectus is filed with the Commission, and at the Closing Date, (i) the Registration Statement, as amended as of any such time, and the Final Prospectus, as amended or supplemented as of any such time, comply and will comply as to form in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder, (ii) the Registration Statement, as amended as of any such time, does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (iii) the Final Prospectus, as amended or supplemented as of any such time, will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to statements contained in or omitted from the Registration Statement or the Final Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter, the Master Servicer or the Seller specifically for use in the Registration Statement and the Final Prospectus.

(c)

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, dated as of January 1, 2003, between the Company and the Seller (the Mortgage Loan Purchase Agreement), and the Indemnification Agreement.

(d)

As of the date hereof, as of the date on which the Final Prospectus is first filed pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to the Closing Date, any amendment to the Registration Statement becomes effective, as of the date on which any supplement to the Final Prospectus is filed with the Commission, and as of the Closing Date, there has not been and will not have been (i) any request by the Commission for any further amendment to the Registration Statement or the Final Prospectus or for any additional information, (ii) any issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose or (iii) any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or any initiation or threat of any proceeding for such purpose.

(e)

This Agreement has been duly authorized, executed and delivered by the Company.

(f)

Each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement and the Indemnification Agreement (collectively, the Other Agreements), when executed and delivered as contemplated thereby, will have been duly authorized, executed and delivered by the Company; and each of the Other Agreements, when so executed and delivered, will constitute a legal, valid, binding and enforceable agreement of the Company, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights generally, (ii) general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law, and (iii) with respect to any rights of indemnity under the Mortgage Loan Purchase Agreement and the Indemnification Agreement, limitations of public policy under applicable securities laws.