EXECUTION
          

      

       

       

       

       

      THORNBURG
        MORTGAGE FUNDING, INC.

       

      as
        Purchaser

       

       

      and

       

       

      THORNBURG
        MORTGAGE HOME LOANS, INC.,

       

      as
        Seller

      
 

       

      TMFI
        MORTGAGE LOAN PURCHASE AGREEMENT

       

      Dated
        as
        of February 1, 2007

       

       

       

      (Adjustable
        Rate and Hybrid Mortgage Loans)

       

      Thornburg
        Mortgage Securities Trust 2007-1

      Mortgage-Backed
        Notes, Series 2007-1


      
        
           

        

        
           

          
            

          

        

        
           

        

      



      Table
        of Contents

      Page

      


      
        	
                ARTICLE
                  I. DEFINITIONS AND SCHEDULES

              	
                2

              
	 	 	 
	
                Section
                  1.01.

              	
                Definitions

              	
                2

              
	 	 
	
                ARTICLE
                  II. SALE OF MORTGAGE LOANS AND THE CONTRACTUAL RIGHTS; PAYMENT
                  OF PURCHASE
                  PRICE

              	
                2

              
	 	 	 
	
                Section
                  2.01.

              	
                Sale
                  of Mortgage Loans; Assignment of the Contractual Rights

              	
                2

              
	
                Section
                  2.02.

              	
                Obligations
                  of the Seller Upon Sale

              	
                2

              
	
                Section
                  2.03.

              	
                Payment
                  of Purchase Price for the Mortgage Loans

              	
                3

              
	 	 
	
                ARTICLE
                  III. REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

              	
                3

              
	 	 	 
	
                Section
                  3.01

              	
                Seller
                  Representations and Warranties Relating to the Mortgage
                  Loans

              	
                3

              
	
                Section
                  3.02.

              	
                Seller’s
                  Representations and Warranties

              	
                4

              
	
                Section
                  3.03

              	
                Remedies
                  for Breach of Representations and Warranties

              	
                5

              
	 	 
	
                ARTICLE
                  IV. SELLER’S COVENANTS

              	
                6

              
	 	 	 
	
                Section
                  4.01.

              	
                Covenants
                  of the Seller

              	
                6

              
	 	 
	
                ARTICLE
                  V. INDEMNIFICATION

              	
                6

              
	 	 	 
	
                Section
                  5.01.

              	
                Indemnification

              	
                6

              
	 	 
	
                ARTICLE
                  VI. TERMINATION

              	
                7

              
	 	 	 
	
                Section
                  6.01.

              	
                Termination

              	
                7

              
	 	 
	
                ARTICLE
                  VII. MISCELLANEOUS PROVISIONS

              	
                7

              
	 	 	 
	
                Section
                  7.01.

              	
                Amendment

              	
                7

              
	
                Section
                  7.02.

              	
                Governing
                  Law

              	
                7

              
	
                Section
                  7.03.

              	
                Notices

              	
                7

              
	
                Section
                  7.04.

              	
                Severability
                  of Provisions

              	
                8

              
	
                Section
                  7.05.

              	
                Counterparts

              	
                8

              
	
                Section
                  7.06.

              	
                Further
                  Agreements

              	
                8

              
	
                Section
                  7.07.

              	
                Intention
                  of the Parties

              	
                9

              
	
                Section
                  7.08.

              	
                Successors
                  and Assigns: Assignment of Purchase Agreement

              	
                9

              


      

      


      
        	
                Schedule
                  I:

              	
                Mortgage
                  Loan Schedule.

              	
                I-1

              
	
                Schedule
                  II:

              	
                List
                  of Servicers and Servicing Agreements

              	
                II-1

              
	
                Schedule
                  III:

              	
                Seller’s
                  Representations and Warranties Relating to Mortgage Loans.

              	
                III-1

              


      

      


       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      



      THIS
        TMFI
        MORTGAGE LOAN PURCHASE AGREEMENT, dated as of February 1, 2007 (the
“Agreement”),
        is
        made and entered into between Thornburg Mortgage Home Loans, Inc., a Delaware
        corporation (the “Seller”)
        and
        Thornburg Mortgage Funding, Inc., a Delaware corporation (the “Purchaser”).

      


      WITNESSETH

      


      WHEREAS,
        the Seller is the owner of the notes or other evidence of indebtedness (the
        “Mortgage
        Notes”)
        so
        indicated on Schedule I hereto referred to below, and the other documents
        or
        instruments constituting the Mortgage File (collectively, the “Mortgage
        Loans”);
        and

      


      WHEREAS,
        the Seller, as of the date hereof, owns the mortgages or deeds of trust (the
        “Mortgages”)
        on the
        properties (the “Mortgaged
        Properties”)
        securing such Mortgage Loans, including rights to (a) any property acquired
        by
        foreclosure or deed in lieu of foreclosure or otherwise, (b) the proceeds
        of any
        insurance policies covering the Mortgage Loans or the Mortgaged Properties
        or
        the obligors on the Mortgage Loans and (c) the Seller’s security interest in any
        Additional Collateral; and

      


      WHEREAS,
        the Seller is a party to the servicing agreements identified on Schedule
        II
        (each a “Servicing
        Agreement,”
and
        together the “Servicing
        Agreements”),
        and
        certain of the Mortgage Loans are currently being serviced thereunder by
        the
        servicers identified therein; and

      


      WHEREAS,
        the parties hereto desire that the Seller sell the Mortgage Loans, the Mortgages
        and the related assets referred to above, and assign the Seller’s rights under
        the Servicing Agreements to the Purchaser, other than any servicing rights
        retained pursuant to the provisions of the Servicing Agreements, but only
        to the
        extent such rights relate to the servicing of the Mortgage Loans (the
“Contractual
        Rights”)
        pursuant to the terms of this Agreement with the understanding that Purchaser
        on
        the Closing Date will in turn assign such Mortgage Loans, the Mortgages and
        the
        related assets and the Contractual Rights to Structured Asset Securities
        Corporation, a Delaware corporation (“SASCO”) pursuant to the terms of the SASCO
        mortgage loan purchase agreement dated as of February 1, 2007 between the
        Purchaser and SASCO (the “SASCO MLPA”); and

      


      WHEREAS,
        pursuant to the terms of that certain Sale and Servicing Agreement dated
        as of
        February 1, 2007 (the “Sale
        and Servicing Agreement”)
        among
        Thornburg Mortgage Securities Trust 2007-1 (the “Trust”),
        as
        issuer (the “Issuer”),
        SASCO, as depositor (the “Depositor”),
        the
        Seller, as initial seller, the Purchaser, as seller, Wells Fargo Bank, N.A.,
        as
        master servicer and securities administrator and LaSalle Bank National
        Association, as indenture trustee (the “Indenture Trustee”),
        SASCO
        will convey the Mortgage Loans, the Mortgages and the related assets, the
        Contractual Rights and rights provided to the Purchaser hereunder on the
        Closing
        Date to the Issuer; and

      


      WHEREAS
        on the Closing Date, the Issuer will pledge the Mortgage Loans, the Mortgages
        and related assets, the Contractual Rights and certain rights provided to
        the
        Purchaser hereunder to the Indenture Trustee under an Indenture dated as
        of
        February 1, 2007 (the “Indenture”)
        between the Issuer and the Indenture Trustee, pursuant to which the Issuer
        shall
        issue its Mortgage-Backed Notes, Series 2007-1 (the “Notes”),
        the
        payment of which is to be secured by such pledged assets.

      



      
        
           

        

        
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      NOW,
        THEREFORE, in consideration of the mutual covenants herein contained, and
        other
        good and valuable consideration, the receipt and adequacy of which are hereby
        acknowledged, the parties hereto agree as follows:

      


      ARTICLE
        I.

      


      DEFINITIONS
        AND SCHEDULES

      


      Section
        1.01. Definitions. Any
        capitalized term used but not defined herein shall have the meaning assigned
        thereto in the Sale and Servicing Agreement and the Indenture.

      


      ARTICLE
        II.

      


      SALE
        OF
        MORTGAGE LOANS AND THE CONTRACTUAL RIGHTS; 

      PAYMENT
        OF PURCHASE PRICE

      


      Section
        2.01. Sale
        of Mortgage Loans; Assignment of the Contractual Rights. The
        Seller, concurrently with the execution and delivery of this Agreement, does
        hereby sell, assign, set over, and otherwise convey to the Purchaser, without
        recourse, all of its right, title and interest in, to and under (i) each
        Mortgage Loan, including the related Cut-Off Date Principal Balance, and
        all
        collections in respect of interest and principal due after the Cut-Off Date
        (and
        all principal received before the Cut-Off Date to the extent such principal
        relates to a Monthly Payment due after the Cut-Off Date); (ii) property which
        secured such Mortgage Loan and which has been acquired by foreclosure or
        deed in
        lieu of foreclosure; (iii) its interest in any insurance policies in respect
        of
        the Mortgage Loans; (iv) any Additional Collateral with respect to the Mortgage
        Loans; and (v) all proceeds of any of the foregoing.

      


      Concurrently
        with the execution and delivery of this Agreement, the Seller hereby assigns
        to
        the Purchaser the Contractual Rights. The Purchaser hereby accepts such
        assignment, and shall be entitled to exercise such Contractual Rights under
        each
        Servicing Agreement as if the Purchaser had been a party to each such
        agreement.

      


      Section
        2.02. Obligations
        of the Seller Upon Sale and Assignment. In
        connection with the transfer and assignment pursuant to Section 2.01 hereof,
        the
        Seller further agrees, at its own expense, on or prior to the Closing Date,
        (a)
        to indicate in its books and records that the Mortgage Loans have been sold
        to
        the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser
        a
        computer file containing a true and complete list of all such Mortgage Loans
        specifying for each such Mortgage Loan, as of the Cut-Off Date, (i) its account
        number and (ii) the Cut-Off Date Principal Balance and such file, which forms
        a
        part of Schedule A to the Sale and Servicing Agreement, shall also be marked
        as
        Schedule I to this Agreement and is hereby incorporated into and made a part
        of
        this Agreement.

      



      
        
           

        

        
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      In
        connection with such conveyance by the Seller, the Seller shall on behalf
        of the
        Purchaser, the Depositor and the Issuer deliver to, and deposit with the
        Indenture Trustee (or its custodian), on or before the Closing Date, the
        documents described in Section 2.01 of the Sale and Servicing Agreement
        including, but not limited to, the Mortgage File and the Servicing Agreements.
        In the case of the Mortgage Loans (if any) that have been prepaid in full
        after
        the Cut-off Date and prior to execution of this Agreement, the Seller, in
        lieu
        of delivering the related Mortgage Files, shall deliver to the Indenture
        Trustee
        on behalf of the Purchaser, the Depositor and the Issuer an Officer’s
        Certificate which shall include a statement to the effect that all amounts
        received in connection with such prepayments that are required to be deposited
        in the Collection Account pursuant to Section 2.01 of the Sale and Servicing
        Agreement have been so deposited.

      


      The
        Seller hereby confirms to the Purchaser that it has made the appropriate
        entries
        in its general accounting records, to indicate that the Mortgage Loans have
        been
        transferred as directed by the Purchaser.

      


      The
        Purchaser hereby acknowledges its acceptance of all rights, title and interests
        in, to and under the Mortgage Loans and other property, and the Contractual
        Rights, now existing or hereafter created, conveyed to it pursuant to Section
        2.01 hereof.

      


      The
        parties hereto intend that the transaction set forth herein be a non-recourse
        sale by the Seller to the Purchaser of all of the Seller’s rights, title and
        interests in, to and under the Mortgage Loans and other property described
        in
        Section 2.01. Nonetheless, in the event the transaction set forth herein
        is
        deemed not to be a sale, the Seller hereby grants to the Purchaser a security
        interest in all of the Seller’s rights, title and interests in, to and under the
        Mortgage Loans and other property described in Section 2.01, whether now
        existing or hereafter created, to secure all of the Seller’s obligations
        hereunder; and this Agreement shall constitute a security agreement under
        applicable law. The Seller and the Purchaser shall, to the extent consistent
        with this Agreement, take such actions as may be necessary to ensure that,
        if
        this Agreement were deemed to create a security interest in the Mortgage
        Loans
        and the Contractual Rights, such security interest would be deemed to be
        a
        perfected security interest of first priority under applicable law and will
        be
        maintained as such throughout the term of the Indenture.

      


      Section
        2.03. Payment
        of Purchase Price for the Mortgage Loans. In
        consideration of the sale of the Mortgage Loans, the related assets and the
        Contractual Rights from the Seller to the Purchaser on the Closing Date,
        the
        Purchaser agrees to pay to the Seller on the Closing Date by transfer of
        immediately available funds, an amount equal to $1,475,654,383.67 (which
        amount
        includes accrued interest) (the “Purchase
        Price”)
        minus
        any expenses billed to the Purchaser in connection with the issuance and
        offering of the Notes pursuant to the SASCO Mortgage Loan Purchase
        Agreement.

      


      ARTICLE
        III.

      


      REPRESENTATIONS
        AND WARRANTIES; REMEDIES FOR BREACH

      


      Section
        3.01. Seller
        Representations and Warranties Relating to the Mortgage Loans. The
        Seller hereby makes the representations and warranties set forth in Schedule
        III
        hereto applicable to the Mortgage Loans and by this reference incorporated
        herein, to the Purchaser, as of the Closing Date or, if applicable, such
        other
        date as may be specified therein, with the understanding that the Purchaser
        pursuant to the terms of the SASCO Mortgage Loan Purchase Agreement will
        assign
        to the Depositor, which will assign to the Issuer, which will assign to the
        Indenture Trustee any and all rights and remedies the respective party may
        have
        against the Seller arising from a breach of any such representation and
        warranty.

      



      
        
           

        

        
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      Section
        3.02.  Seller’s
        Representations and Warranties. The
        Seller represents, warrants and covenants to the Purchaser as of the Closing
        Date or as of such other date specifically provided herein:

      


      (i) the
        Seller is duly organized, validly existing and in good standing as a corporation
        under the laws of the State of Delaware and is and will remain in compliance
        with the laws of each state in which any Mortgaged Property is located to
        the
        extent necessary to fulfill its obligations hereunder;

      


      (ii) the
        Seller has the power and authority to hold each Mortgage Loan, to sell each
        Mortgage Loan, to execute, deliver and perform, and to enter into and
        consummate, all transactions contemplated by this Agreement. The Seller has
        duly
        authorized the execution, delivery and performance of this Agreement, has
        duly
        executed and delivered this Agreement and this Agreement, assuming due
        authorization, execution and delivery by the Purchaser, constitutes a legal,
        valid and binding obligation of the Seller, enforceable against it in accordance
        with its terms except as the enforceability thereof may be limited by
        bankruptcy, insolvency or reorganization or other similar laws in relation
        to
        the rights of creditors generally;

      


      (iii) the
        execution and delivery of this Agreement by the Seller and the performance
        of
        and compliance with the terms of this Agreement will not violate the Seller’s
        certificate of incorporation or by-laws or constitute a material default
        under
        or result in a material breach or acceleration of, any material contract,
        agreement or other instrument to which the Seller is a party or which may
        be
        applicable to the Seller or its assets;

      


      (iv) the
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

      


      (v) the
        Seller does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement;

      


      (vi) the
        Seller has good, marketable and indefeasible title to the Mortgage Loans,
        free
        and clear of any and all liens, pledges, charges or security interests of
        any
        nature encumbering the Mortgage Loans;

      



      
        
           

        

        
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      (vii) the
        Mortgage Loans are not being transferred by the Seller with any intent to
        hinder, delay or defraud any creditors of the Seller;

      


      (viii) there
        are
        no actions or proceedings against, or investigations known to it of, the
        Seller
        before any court, administrative or other tribunal (A) that might prohibit
        its
        entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
        Loans or the consummation of the transactions contemplated by this Agreement
        or
        (C) that might prohibit or materially and adversely affect the performance
        by
        the Seller of its obligations under, or validity or enforceability of, this
        Agreement;

      


      (ix) no
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Seller
        of,
        or compliance by the Seller with, this Agreement or the consummation of the
        transactions contemplated by this Agreement, except for such consents,
        approvals, authorizations or orders, if any, that have been obtained;
        and

      


      (x) the
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions.

      


      Section
        3.03. Remedies
        for Breach of Representations and Warranties. 
        It is
        understood and agreed that (i) the representations and warranties set forth
        in
        Sections 3.01 and 3.02 and the provisions of Article V, shall survive the
        purchase of the Mortgage Loans and the Contractual Rights hereunder (and
        in the
        case of Section 3.01, shall survive delivery of the respective Mortgage Files
        to
        the Indenture Trustee pursuant to the SASCO Mortgage Loan Purchase Agreement
        and
        the Sale and Servicing Agreement) and shall inure to the benefit of the
        Purchaser and its assigns notwithstanding any restrictive or qualified
        endorsement on any Mortgage Note or Assignment or the examination or lack
        of
        examination of any Mortgage File and (ii) the remedies for the breach of
        such
        representations and warranties and for the failure to deliver the documents
        referred to in Section 2.02 hereof shall be as set forth in Section 2.04
        of the
        Sale and Servicing Agreement.

      


      With
        respect to the representations and warranties numbered (iii), (xiv), (xvii),
        (xviii), (xxix), (xxxii) and (xxxiii) set forth on Schedule III hereto that
        are
        made to the best of the Seller’s knowledge or as to which the Seller has no
        knowledge, if it is discovered by the Depositor, the Master Servicer or the
        Indenture Trustee that the substance of such representation and warranty
        is
        inaccurate and such inaccuracy materially and adversely affects the value
        of the
        related Mortgage Loan or the interest therein of the Noteholders then,
        notwithstanding the Seller’s lack of knowledge with respect to the substance of
        such representation and warranty being inaccurate at the time the representation
        or warranty was made, such inaccuracy shall be deemed a breach of the applicable
        representation or warranty.

      



      
        
           

        

        
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      ARTICLE
        IV.

      


      SELLER’S
        COVENANTS

      


      Section
        4.01. Covenants
        of the Seller. 
        The
        Seller hereby covenants that, except for the transfer hereunder, it will
        not
        sell, pledge, assign or transfer to any other Person, or grant, create, incur,
        assume or suffer to exist any Lien on any Mortgage Loan, or any interest
        therein; it will notify the Purchaser, of the existence of any Lien on any
        Mortgage Loan immediately upon discovery thereof; and it will defend the
        right,
        title and interest of the Purchaser and its assigns, in, to and under the
        Mortgage Loans, against all claims of third parties claiming through or under
        the Seller; provided,
        however,
        that
        nothing in this Section 4.01 shall prevent or be deemed to prohibit the Seller
        from suffering to exist upon any of the Mortgage Loans any Liens for municipal
        or other local taxes and other governmental charges if such taxes or
        governmental charges shall not at the time be due and payable or if the Seller
        shall currently be contesting the validity thereof in good faith by appropriate
        proceedings and shall have set aside on its books adequate reserves with
        respect
        thereto.

      


      ARTICLE
        V.

      


      INDEMNIFICATION

      


      Section
        5.01. Indemnification. The
        Seller agrees to indemnify and to hold each of the Purchaser, the Depositor,
        the
        Issuer, the Indenture Trustee, each of the officers and directors of each
        such
        entity and each person or entity who controls each such entity or person
        harmless against any and all claims, losses, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and any other costs, fees and expenses
        that the Purchaser, the Depositor, the Issuer, the Indenture Trustee, or
        any
        such person or entity may sustain in any way related to the failure of the
        Seller to perform its duties in compliance with the terms of this Agreement.
        The
        Seller shall immediately notify the Purchaser, the Depositor, the Issuer
        and the
        Indenture Trustee if a claim is made under this provision. The Seller shall
        assume the defense of any such claim and pay all expenses in connection
        therewith, including reasonable counsel fees, and promptly pay, discharge
        and
        satisfy any judgment or decree which may be entered against the Purchaser,
        the
        Depositor, the Issuer, the Indenture Trustee or any such person or entity
        in
        respect of such claim.

      



      
        
           

        

        
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      ARTICLE
        VI.

      


      TERMINATION

      


      Section
        6.01. Termination. 
        The
        respective obligations and responsibilities of the Seller and the Purchaser
        created hereby shall terminate, except for the respective indemnity obligations
        as provided herein, upon the termination of the Sale and Servicing Agreement
        as
        provided in Article X thereof.

      


      ARTICLE
        VII.

      


      MISCELLANEOUS
        PROVISIONS

      


      Section
        7.01. Amendment. This
        Agreement may be amended from time to time by the Seller and the Purchaser
        by
        written agreement signed by the parties hereto.

      


      Section
        7.02. Governing
        Law. This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York, without reference to its conflict of law provisions (other
        than Section 5-1401 of the General Obligations Law), and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

      


      Section
        7.03. Notices. 
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered at or mailed by
        registered mail, postage prepaid, addressed as follows:

      


      if
        to the
        Seller:

      


      Thornburg
        Mortgage Home Loans, Inc.

      150
        Washington Avenue, Suite 302


      Santa
        Fe,
        New Mexico 87501


      Attention:
        Deborah Burns

      


      or
        such
        other address as may hereafter be furnished to the Purchaser, the Depositor,
        the
        Issuer and the Indenture Trustee in writing by the Seller.

      


      if
        to the
        Purchaser:

      


      Thornburg
        Mortgage Funding, Inc.


      150
        Washington Avenue, Suite 302


      Santa
        Fe,
        New Mexico 87501


      Attention:
        Deborah Burns

      


      or
        such
        other address as may hereafter be furnished to the Seller, the Depositor,
        the
        Issuer and the Indenture Trustee in writing by the Purchaser.

      



      
        
           

        

        
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      If
        to the
        Depositor:

      


      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 7th
        Floor

      New
        York,
        New York 10019

      Attention:
        Legal Department (Thornburg 2007-1)

      


      if
        to the
        Issuer:

      


      Thornburg
        Mortgage Securities Trust 2007-1

      c/o
        Wilmington Trust Company 

      1100
        North Market Street

      Wilmington,
        Delaware 19801

      Attention:
        Corporate Trust Administrator (Thornburg 2007-1)

      


      or
        such
        other address as may hereafter be furnished to the Purchaser, the Depositor,
        the
        Indenture Trustee and the Seller in writing by the Issuer.

      


      If
        to the
        Indenture Trustee, its Corporate Trust Office:

      


      or
        such
        other address as may hereafter be furnished to the Seller, the Depositor,
        the
        Issuer and the Purchaser in writing by the Indenture Trustee.

      


      if
        to the
        Depositor:

      


      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 7th
        Floor


      New
        York,
        New York 10019

      Attention:
        Legal Department (Thornburg 2007-1)

      


      or
        such
        other address as may hereafter be furnished to the Seller, the Purchaser,
        the
        Issuer and the Indenture Trustee in writing by the Depositor.

      


      Section
        7.04. Severability
        of Provisions. 
        If any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be held invalid for any reason whatsoever, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity of enforceability of the other provisions of this
        Agreement.

      


      Section
        7.05. Counterparts. 
        This
        Agreement may be executed in one or more counterparts and by the different
        parties hereto on separate counterparts, which may be transmitted by telecopier
        each of which, when so executed, shall be deemed to be an original and such
        counterparts, together, shall constitute one and the same
        agreement.

      


      Section
        7.06. Further
        Agreements. 
        Each
        party hereto agrees to execute and deliver to the other such additional
        documents, instruments or agreements as may be necessary or reasonable and
        appropriate to effectuate the purposes of this Agreement or in connection
        with
        the issuance of the Notes under the Indenture.

      



      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      Without
        limiting the generality of the foregoing, as a further inducement for the
        Purchaser to purchase the Mortgage Loans from the Seller, the Seller will
        cooperate with the Purchaser, the Depositor and the Issuer in connection
        with
        the sale of the Notes. In that connection, the Seller will provide to the
        Purchaser any and all information and appropriate verification of information,
        whether through letters of its auditors and counsel or otherwise, as the
        Purchaser shall reasonably request and will provide to the Purchaser or its
        designee such additional representations and warranties, covenants, opinions
        of
        counsel, letters from auditors, and certificates of public officials or officers
        of the Seller as are reasonably required in connection with the offering
        of the
        Notes.

      


      Section
        7.07. Intention
        of the Parties. It
        is the
        intention of the parties that the Purchaser is purchasing, and the Seller
        is
        selling, the Mortgage Loans rather than pledging such Mortgage Loans to secure
        a
        loan by the Purchaser to the Seller. Accordingly, the parties hereto each
        intend
        to treat the transaction as a sale by the Seller, and a purchase by the
        Purchaser, of the Mortgage Loans. The Purchaser will have the right to review
        the Mortgage Loans and the related Mortgage Files to determine the
        characteristics of the Mortgage Loans which will affect the Federal income
        tax
        consequences of owning the Mortgage Loans and the Seller will cooperate with
        all
        reasonable requests made by the Purchaser in the course of such
        review.

      


      Section
        7.08. Successors
        and Assigns: Assignment of Purchase Agreement. 
        This
        Agreement shall bind and inure to the benefit of and be enforceable by the
        Seller and the Purchaser and their respective assigns. The obligations of
        the
        Seller under this Agreement cannot be assigned or delegated to a third party
        without the consent of the Purchaser which consent shall be at the Purchaser’s
        sole discretion, provided,
        however,
        that the
        Purchaser acknowledges and agrees that the Seller may assign its obligations
        hereunder to any Person into which the Seller is merged or any corporation
        resulting from any merger, conversion or consolidation to which the Seller
        is a
        party or any Person succeeding to the business of the Seller. The parties
        hereto
        acknowledge that the Purchaser is acquiring the Mortgage Loans and the
        Contractual Rights for the purpose of selling and assigning them to the
        Depositor pursuant to the SASCO Mortgage Loan Purchase Agreement which in
        turn
        will sell and assign such Mortgage Loans, Contractual Rights and contractual
        rights under the SASCO Mortgage Loan Purchase Agreement to the Issuer which
        will
        pledge them to the Indenture Trustee. As an inducement to the Purchaser to
        purchase the Mortgage Loans, the Seller acknowledges and consents to the
        assignment by the Purchaser to the Depositor, and by the Depositor to the
        Issuer, and the pledge by the Issuer to the Indenture Trustee, of all of
        the
        Contractual Rights and contractual rights under the SASCO Mortgage Loan Purchase
        Agreement which may be enforced or exercised with the same force and effect
        as
        if they had been enforced or exercised by the Purchaser directly.

      


       


      
        
           

        

        
          9

          
            

          

        

        
           

        

      



      IN
        WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
        be
        signed to this Mortgage Loan Purchase Agreement by their respective officers
        thereunto duly authorized as of the day and year first above
        written.

       

      THORNBURG
        MORTGAGE FUNDING, INC., 
as Purchaser

       

       

      By:
        /s/
        Nathan Fellers                

      Name:
        Nathan Fellers

      Title:
        Senior Vice President

       

       

      THORNBURG
        MORTGAGE HOME LOANS, INC.,
as
        Seller

       

       

      By:
        /s/
        Deborah J. Burns              

      Name:
        Deborah J. Burns

      Title:
        Senior Vice President

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                STATE
                  OF NEW MEXICO

              	
                )

              
	 	
                )ss.:

              
	
                COUNTY
                  OF SANTA FE

              	
                )

              


      

       

      On
        the
        ___ day of February 2007 before me, a Notary Public in and for said State,
        personally appeared Nathan Fellers, known to me to be a Senior Vice President
        of
        Thornburg Mortgage Funding, Inc., the corporation that executed the within
        instrument, and also known to me to be the person who executed it on behalf
        of
        said corporation, and acknowledged to me that such corporation executed the
        within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      _______________________

      Notary
        Public

       

      My
        Commission Expires on _______________

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                STATE
                  OF NEW MEXICO

              	
                )

              
	 	
                )ss.:

              
	
                COUNTY
                  OF SANTE FE

              	
                )

              


      

       

      On
        the
        ____ day of February 2007 before me, a notary public in and for said State,
        personally appeared Deborah J. Burns, known to me to be a Senior Vice President
        of THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation that executed
        the
        within instrument, and also known to me to be the person who executed it
        on
        behalf of said corporation, and acknowledged to me that such corporation
        executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      _______________________

      Notary
        Public

      


      My
        Commission Expires ______________________

      


      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      



      SCHEDULE
        I

       

      MORTGAGE
        LOAN SCHEDULE 

       

      [See
        Schedule I of Sale and Servicing Agreement]

       


      
        
           

        

        
          I-1

          
            

          

        

        
           

        

      



      SCHEDULE
        II

       

      LIST
        OF
        SERVICING AGREEMENTS (TMST 2007-1)

       

      
        	 	
                1.

              	
                (a)
                  Servicing Agreement, dated as of March 1, 2002, among Thornburg
                  Mortgage
                  Home Loans, Inc. (“Thornburg”), as seller and servicer and Wells Fargo
                  Bank N.A. (“Wells Fargo”), as master servicer, as amended by the Amendment
                  to Servicing Agreement, dated as of December 1, 2002, and as amended
                  by
                  the Second Amendment to Servicing Agreement, dated as of January
                  1, 2006,
                  and (b) the Subservicing Acknowledgement Agreement, dated as of
                  March 1,
                  2002, between Thornburg, as servicer, and Cenlar FSB, as sub-servicer
                  (“Cenlar”), as amended by the Amendment to Subservicing Acknowledgement
                  Agreement, dated as of December 1, 2002, and by the Second Amendment
                  to
                  Subservicing Acknowledgement Agreement, dated as of January 1,
                  2006,
                  including the related Transfer Notice, dated February 21, 2007,
                  from
                  Thornburg, as seller, to Thornburg, as servicer, and Cenlar, as
                  sub-servicer.

              


      

       

      
        	 	
                2.

              	
                Amended
                  and Restated Correspondent Loan Purchase Agreement, dated as of
                  March 25,
                  2002, between Thornburg Mortgage Home Loans, Inc. (“Thornburg”) and First
                  Republic Bank (“First Republic”), including the related Transfer Notice,
                  dated February 21, 2007, from Thornburg to First
                  Republic.

              


      

       

      
        	 	
                3.

              	
                Amended
                  and Restated Correspondent Loan Purchase Agreement, dated as of
                  March 27,
                  2002, between Thornburg Mortgage Loans, Inc. (“Thornburg”) and Colonial
                  Savings, F.A. (“Colonial”), including the related Transfer Notice, dated
                  February 21, 2007, from Thornburg to
                  Colonial.

              


      

       

      
        	 	
                4.

              	
                Correspondent
                  Loan Purchase Agreement, dated as of January 31, 2006, between
                  Thornburg
                  Mortgage Home Loans, Inc. (“Thornburg”) and Mellon Trust of New England,
                  N.A. (“Mellon”), including the related Transfer Notice, dated February 21,
                  2007, from Thornburg to Mellon.

              


      

       

      
        	 	
                5.

              	
                Correspondent
                  Loan Purchase Agreement, dated as of April 6, 2006, between Thornburg
                  Mortgage Home Loans, Inc. (“Thornburg”) and First Horizon Home Loan Corp.
                  (“First Horizon”), including the related Transfer Notice, dated February
                  21, 2007, from Thornburg to First
                  Horizon.

              


      

       

      


       

      


       


      
        
           

        

        
          II-1

          
            

          

        

        
           

        

      



      SCHEDULE
        III

       

      SELLER’S
        REPRESENTATIONS AND 

      WARRANTIES
        RELATING TO

      MORTGAGE
        LOANS

       

      The
        Seller hereby represents and warrants to, and covenants with, the Purchaser
        that, as to each Mortgage Loan, as of the Closing Date:

       

      
        	 	
                (i)

              	
                The
                  information set forth in the final Mortgage Loan Schedule is complete,
                  true and correct in all material respects and (b) the Mortgage
                  Note or an
                  affidavit of lost note with respect to each Mortgage Loan has been
                  delivered to the Seller or its
                  designee.

              


      

       

      
        	 	
                (ii)

              	
                As
                  of the Cut-off Date, none of the Mortgage Loans (by Scheduled Principal
                  Balance) were 30 or more days delinquent in
                  payment.

              


      

       

      
        	 	
                (iii)

              	
                To
                  the best of Seller’s knowledge, there are no delinquent taxes, ground
                  rents, water charges, sewer rents, assessments, insurance premiums,
                  leasehold payments, including assessments payable in future installments
                  or other outstanding charges affecting the related Mortgaged Property
                  or
                  escrow funds have been established in an amount sufficient to pay
                  for
                  every such escrowed item which remains
                  unpaid.

              


      

       

      
        	 	
                (iv)

              	
                The
                  terms of the Mortgage Note and the Mortgage (including with respect
                  to
                  provisions relating to any Additional Collateral (if applicable))
                  have not
                  been impaired, waived, altered or modified in any respect, except
                  by
                  written instruments which have been recorded, if necessary to protect
                  the
                  interests of the Trust, and which are included in the Mortgage
                  File, the
                  substance of which waiver, alteration or modification has been
                  approved by
                  the primary mortgage guaranty insurer, if any, and by the title
                  insurer,
                  in each instance to the extent required by the related policy and
                  is
                  reflected on the Mortgage Loan Schedule. Except for any modification
                  agreement or similar document contained in the Mortgage File permitting
                  a
                  borrower to modify his Mortgage Loan, no instrument of waiver,
                  alteration
                  or modification has been executed, and no Mortgagor has been released,
                  in
                  whole or in part, except in connection with an assumption agreement
                  approved by the primary mortgage insurer, if any, and title insurer,
                  in
                  each instance to the extent required by the policy, and which assumption
                  agreement is part of the Mortgage
                  File.

              


      

       

      
        	 	
                (v)

              	
                The
                  Mortgage Note and the Mortgage (including with respect to provisions
                  relating to any Additional Collateral (if applicable)) are not
                  subject to
                  any right of rescission, set-off, counterclaim or defense, including
                  the
                  defense of usury, nor will the operation of any of the terms of
                  the
                  Mortgage Note and Mortgage, or the exercise of any right thereunder,
                  render the Mortgage unenforceable, in whole or in part, or subject
                  to any
                  right of rescission, set-off, counterclaim or defense, including
                  the
                  defense of usury, and to Seller’s knowledge no such right of rescission,
                  set-off, counterclaim or defense has been asserted with respect
                  thereto.

              


      

       


      
        
           

        

        
          III-1

          
            

          

        

        
           

        

      


      
        	 	
                (vi)

              	
                All
                  buildings upon the Mortgaged Property are insured by a generally
                  acceptable insurer against loss by fire, hazards of extended coverage
                  and
                  such other hazards as are customary in the area where the Mortgaged
                  Property is located. All such insurance policies contain a standard
                  mortgagee clause naming the Master Servicer or the applicable Servicer,
                  their successors and assigns as mortgagee and to Seller’s knowledge all
                  premiums thereon have been paid. If upon origination of the Mortgage
                  Loan,
                  the Mortgaged Property was in an area identified in the Federal
                  Register
                  by the Federal Emergency Management Agency as having special flood
                  hazards
                  (and such flood insurance has been made available) a flood insurance
                  policy meeting the requirements of the current guidelines of the
                  Federal
                  Insurance Administration is in effect. The Mortgage obligates the
                  Mortgagor thereunder to maintain all such insurance at the Mortgagor’s
                  cost and expense, and on the Mortgagor’s failure to do so, authorizes the
                  holder of the Mortgage to maintain such insurance at the Mortgagor’s cost
                  and expense and to seek reimbursement therefor from the
                  Mortgagor.

              


      

       

      
        	 	
                (vii)

              	
                The
                  Mortgage Loan is not a loan (A) subject to 12 CFR Part 226.31,
                  12 CFR Part
                  226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
                  TILA, which implements the Home Ownership and Equity Protection
                  Act of
                  1994, as amended, or any comparable state law (B) a “High Cost Loan” or
                  “Covered Loan” as applicable, as such terms are defined in the current
                  Standard & Poor’s LEVELS® GLOSSARY classified and/or defined as a
                  “high cost” loan or “predatory,” “high cost,” “threshold” or “covered”
                  lending under any other state, federal or local law. The Mortgage
                  Loan at
                  the time it was made otherwise complied in all material respects
                  with any
                  and all requirements of any federal, state or local law including,
                  but not
                  limited to, all predatory lending laws, usury, truth in lending,
                  real
                  estate settlement procedures (including the Real Estate Settlement
                  Procedures Act of 1974, as amended), consumer credit protection,
                  equal
                  credit opportunity or disclosure laws applicable to such Mortgage
                  Loan.

              


      

       

      
        	 	
                (viii)

              	
                The
                  Mortgage has not been satisfied, canceled or subordinated, or rescinded,
                  in whole or in part, and the Mortgaged Property has not been released
                  from
                  the lien of the Mortgage except for a release that does not materially
                  impair the security of the Mortgage Loan or is reflected in the
                  Loan-to-Value Ratio, in whole or in part, nor has any instrument
                  been
                  executed that would effect any such release, cancellation, subordination
                  or rescission unless payoff funds have been deposited in the custodial
                  account.

              


      

       

      
        	 	
                (ix)

              	
                The
                  Mortgage is a valid, existing and enforceable first lien on the
                  Mortgaged
                  Property, including all improvements on the Mortgaged Property
                  subject
                  only to (A) the lien of current real property taxes and assessments
                  not
                  yet due and payable, (B) covenants, conditions and restrictions,
                  rights of
                  way, easements and other matters of the public record as of the
                  date of
                  recording being acceptable to mortgage lending institutions generally
                  and
                  either (a) specifically referred to in a lender’s title insurance policy
                  delivered to the related Originator of the Mortgage Loan or (b)
                  which do
                  not adversely affect the Appraised Value of the Mortgaged Property,
                  and
                  (C) other matters to which like properties are commonly subject
                  which do
                  not materially interfere with the benefits of the security intended
                  to be
                  provided by the Mortgage or the use, enjoyment, value or marketability
                  of
                  the related Mortgaged Property; and, further provided, with respect
                  to
                  Cooperative Loans, the lien of the related cooperative corporation
                  for
                  unpaid assessments representing the obligor’s pro rata share of the
                  cooperative corporation’s payments for its blanket mortgage, current and
                  future real property taxes, insurance premiums, maintenance fees
                  and other
                  assessments to which like collateral is commonly subject. Any security
                  agreement, chattel mortgage or equivalent document related to and
                  delivered in connection with the Mortgage establishes and creates
                  a valid,
                  existing and enforceable first lien and first priority security
                  interest
                  on the property described therein and Seller has full right to
                  sell and
                  assign the same to the Purchaser.

              


      

       


      
        
           

        

        
          III-2

          
            

          

        

        
           

        

      


      
        	 	
                (x)

              	
                The
                  Mortgage Note and the related mortgage are genuine and each is
                  the legal,
                  valid and binding obligation of the maker thereof, enforceable
                  in
                  accordance with its terms, except as the enforceability thereof
                  may be
                  limited by bankruptcy, insolvency, or reorganization or other laws
                  relating to the rights of creditors and general principles of
                  equity.

              


      

       

      
        	 	
                (xi)

              	
                All
                  parties to the Mortgage Note and the Mortgage had legal capacity
                  to enter
                  into the Mortgage Loan and to execute and deliver the Mortgage
                  Note and
                  the Mortgage, and the Mortgage Note and the Mortgage have been
                  duly and
                  properly executed by such parties.

              


      

       

      
        	 	
                (xii)

              	
                The
                  proceeds of the Mortgage Loan have been fully disbursed, there
                  is no
                  requirement for future advances thereunder and any and all requirements
                  as
                  to completion of any on-site or off-site improvements and as to
                  disbursements of any escrow funds therefor have been complied with
                  (except
                  for escrow funds for exterior items which could not be completed
                  due to
                  weather and escrow funds for the completion of swimming pools);
                  and all
                  costs, fees and expenses incurred in making, closing or recording
                  the
                  Mortgage Loan have been paid, except recording fees with respect
                  to
                  Mortgages not recorded as of the Closing
                  Date.

              


      

       

      
        	 	
                (xiii)

              	
                The
                  Seller has acquired its ownership of each Mortgage Loan in good
                  faith
                  without notice of any adverse claim, and as of the Closing Date,
                  the
                  Mortgage Note and the Mortgage are not assigned or pledged, and
                  immediately prior to the sale of the Mortgage Loan to the Purchaser,
                  the
                  Seller was the sole owner thereof and with full right to transfer
                  and sell
                  the Mortgage Loan to the Purchaser free and clear of any encumbrance,
                  equity, lien, pledge, charge, claim or security interest and with
                  full
                  right and authority subject to no interest or participation of,
                  or
                  agreement with, any other party, to sell and assign each Mortgage
                  Loan
                  pursuant to this Agreement.

              


      

       


      
        
           

        

        
          III-3

          
            

          

        

        
           

        

      


      
        	 	
                (xiv)

              	
                To
                  the Seller’s best knowledge, the Seller or,
                  if the Mortgage Loan was not originated by the Seller, the related
                  originator is or was (or, during the period in which they held
                  and
                  disposed of such interest, were) (A) in compliance with any and
                  all
                  applicable licensing requirements of the laws of the state wherein
                  the
                  Mortgaged Property is located, and (B) either (i) organized under
                  the laws
                  of such state, or (ii) qualified to do business in such state,
                  or (iii) a
                  federal savings and loan association or national bank or subsidiary
                  having
                  preemptive authority under federal law or under applicable state
                  law to
                  engage in business in such state without qualification, or (iv)
                  not doing
                  business in such state.

              


      

       

      
        	 	
                (xv)

              	
                The
                  Mortgage Loan is covered by an ALTA lender’s title insurance policy or
                  other form acceptable to Fannie Mae or Freddie Mac, issued by a
                  title
                  insurer acceptable to Fannie Mae or Freddie Mac and qualified to
                  do
                  business in the jurisdiction where the Mortgaged Property is located,
                  insuring (subject to the exceptions contained in (ix)(A) through
                  (C)
                  above) the originator or the Seller, their respective successors
                  and
                  assigns as to the first priority lien of the Mortgage in the original
                  principal balance of the Mortgage Loan. The Seller is
                  the sole insured of such lender’s title insurance policy, and such
                  lender’s title insurance policy is in full force and effect and will be
                  in
                  full force and effect upon the consummation of the transactions
                  contemplated by this Agreement. No claims have been made under
                  such
                  lender’s title insurance policy, and no prior holder of the related
                  Mortgage, including the Seller, has done, by act or omission, anything
                  which would impair the coverage of such lender’s title insurance
                  policy.

              


      

       

      
        	 	
                (xvi)

              	
                Except
                  as set forth in (ii) above, there is no default, breach, violation
                  or
                  event of acceleration existing under the Mortgage or the Mortgage
                  Note and
                  no event which, with the passage of time or with notice and the
                  expiration
                  of any grace or cure period, would constitute a default, breach,
                  violation
                  or event of acceleration, and the Seller has not waived any default,
                  breach, violation or event of
                  acceleration.

              


      

       

      
        	 	
                (xvii)

              	
                To
                  the best of the Seller’s knowledge, there are no mechanics’ or similar
                  liens or claims which have been filed for work, labor or material
                  (and no
                  rights are outstanding that under law could give rise to such lien)
                  affecting the related Mortgaged Property which are or may be liens
                  prior
                  to, or equal or on parity with, the lien of the related
                  Mortgage.

              


      

       

      
        	 	
                (xviii)

              	
                To
                  the best of the Seller’s knowledge, all improvements which were considered
                  in determining the Appraised Value of the related Mortgaged Property
                  lay
                  wholly within the boundaries and building restriction lines of
                  the
                  Mortgaged Property, and no improvements on adjoining properties
                  encroach
                  upon the Mortgaged Property.

              


      

       

      
        	 	
                (xix)

              	
                The
                  Mortgage Loan was originated by the Seller or a subsidiary of the
                  Seller
                  or was purchased by the Seller from a third party and the related
                  originator of each Mortgage Loan, was, at the time of origination,
                  (A) (1)
                  a Fannie Mae-approved or Freddie Mac-approved Seller/Servicer and
                  (2) a
                  U.S. Department of Housing and Urban Development approved mortgage
                  banker,
                  or a savings and loan association, a savings bank, a commercial
                  bank or
                  similar banking institution which is supervised and examined by
                  a federal
                  or state authority or (B) closed in the name of a loan broker under
                  the
                  circumstances described in the following sentence. If such Mortgage
                  Loan
                  was originated through a loan broker, the related originator qualifies
                  under clause (A) above, such Mortgage Loan met such originator’s
                  underwriting criteria at the time of origination and was originated
                  in
                  accordance with such originator’s polices and procedures and such
                  originator acquired such Mortgage Loan from the loan broker
                  contemporaneously with the origination thereof. Each Mortgage Note
                  has a
                  Mortgage Rate that adjusts periodically (not always in correlation
                  to the
                  Index calculation term), based on the 1-month LIBOR, 6-month LIBOR,
                  12-month LIBOR or 1-year CMT Index, as each is defined in the Sale
                  and
                  Servicing Agreement, except that some Mortgage Loans first adjust
                  after an
                  initial period of one or six months or one, three, five, seven
                  or ten
                  years following origination.

              


      

       


      
        
           

        

        
          III-4

          
            

          

        

        
           

        

      


      
        	 	
                (xx)

              	
                The
                  origination practices used by the Seller or the related originator
                  of the
                  Mortgage Loan and the collection practices used by the Master Servicer
                  or
                  the applicable Servicer with respect to each Mortgage Note and
                  Mortgage
                  have been in all respects legal, proper, prudent and customary
                  in the
                  mortgage origination and servicing business. With respect to escrow
                  deposits and escrow payments, if any, all such payments are in
                  the
                  possession of, or under the control of, the applicable Servicer
                  and there
                  exist no deficiencies in connection therewith for which customary
                  arrangements for repayment thereof have not been made.
                  

              


      

       

      
        	 	
                (xxi)

              	
                The
                  Mortgaged Property is undamaged by waste, fire, earthquake or earth
                  movement, windstorm, flood, tornado or other casualty, so as to
                  have a
                  material adverse effect on the value of the related Mortgaged Property
                  as
                  security for the related Mortgage Loan or the use for which the
                  premises
                  were intended and there is no proceeding pending for the total
                  or partial
                  condemnation thereof.

              


      

       

      
        	 	
                (xxii)

              	
                The
                  Mortgage contains customary and enforceable provisions such as
                  to render
                  the rights and remedies of the holder thereof adequate for the
                  realization
                  against the Mortgaged Property of the benefits of the security
                  provided
                  thereby, including, (A) in the case of a Mortgage designated as
                  a deed of
                  trust, by trustee’s sale, and (B) otherwise by judicial foreclosure. There
                  is no other exemption available to the Mortgagor which would interfere
                  with the right to sell the Mortgaged Property at a trustee’s sale or the
                  right to foreclose the Mortgage. 

              


      

       

      
        	 	
                (xxiii)

              	
                The
                  Mortgage Loan was underwritten generally in accordance with either
                  (A) the
                  Seller’s underwriting standards described in the Preliminary Prospectus
                  Supplement and the Final Prospectus Supplement, (B) in the case
                  of a
                  Mortgage Loan originated by First Republic Bank, the underwriting
                  standards of First Republic Bank or (C) in the case of a Mortgage
                  Loan acquired from a bulk seller, the underwriting standards of
                  the
                  related bulk seller or a third party originator’s underwriting
                  guidelines.

              


      

       


      
        
           

        

        
          III-5

          
            

          

        

        
           

        

      


      
        	 	
                (xxiv)

              	
                The
                  Mortgage File in possession of the related Servicer contains an
                  appraisal
                  of the related Mortgaged Property by a qualified appraiser, duly
                  appointed
                  by the related originator of the Mortgage Loan, who had no interest,
                  direct or indirect in the Mortgaged Property or in any loan made
                  on the
                  security thereof, and whose compensation is not affected by the
                  approval
                  or disapproval of the Mortgage Loan or, in accordance with certain
                  specified programs of the related originator of the Mortgage Loan
                  an
                  approved AVM in lieu of the
                  appraisal.

              


      

       

      
        	 	
                (xxv)

              	
                In
                  the event the Mortgage constitutes a deed of trust, a trustee,
                  duly
                  qualified under applicable law to serve as such, has been properly
                  designated and currently so serves and is named in the Mortgage,
                  and no
                  fees or expenses are or will become payable by the Seller or any
                  of its
                  successors to the trustee under the deed of trust, except, in connection
                  with a trustee’s sale after default by the
                  Mortgagor.

              


      

       

      
        	 	
                (xxvi)

              	
                No
                  Mortgage Loan (A) contains provisions pursuant to which Monthly
                  Payments
                  are paid or partially paid with funds deposited in any separate
                  account
                  established by the Seller, the Mortgagor, or anyone on behalf of
                  the
                  Mortgagor or paid by any source other than the Mortgagor or (B)
                  contains
                  any provision permitting a temporary “buydown” of the related Mortgage
                  Rate. No Mortgage Loan was a graduated payment mortgage loan as
                  of the
                  date of its origination. No Mortgage Loan has a shared appreciation
                  or
                  other contingent interest feature.

              


      

       

      
        	 	
                (xxvii)

              	
                No
                  Mortgage Loan had a Loan-to-Value Ratio in excess of 100%. The
                  portion of
                  the unpaid principal balance of each Mortgage Loan which is in
                  excess of
                  80% of the original Loan-to-Value Ratio either (a) has Additional
                  Collateral or (b) is and will be insured as to payment defaults
                  under a
                  Primary Mortgage Insurance Policy issued by primary mortgage insurer
                  licensed to do business in the state in which the Mortgaged Property
                  is
                  located and acceptable to Fannie Mae or Freddie Mac as of the Closing
                  Date, so as to reduce the Mortgagee’s exposure in accordance with the
                  standards of Fannie Mae or Freddie Mac and applicable law. All
                  provisions
                  of such Primary Mortgage Insurance Policy have been and are being
                  complied
                  with; such policy is valid and in full force and effect and all
                  premiums
                  due thereunder have been paid. 

              


      

       

      
        	 	
                (xxviii)

              	
                Except
                  for any Additional Collateral Mortgage Loans, the Mortgage Note
                  is not and
                  has not been secured by any collateral, pledged account, or other
                  security
                  except the lien of the Mortgage, and the security interest of any
                  applicable security agreement or chattel mortgage referred to
                  above.

              


      

       

      
        	 	
                (xxix)

              	
                To
                  the best of the Seller’s knowledge, the Mortgaged Property is lawfully
                  occupied under applicable law. To the best of the Seller’s knowledge, all
                  inspections, licenses and certificates required to be made or issued
                  with
                  respect to all occupied portions of the related Mortgaged Property
                  and,
                  with respect to the use and occupancy of the same, including but
                  not
                  limited to certificates of occupancy, had been made or obtained
                  from the
                  appropriate authorities.

              


      

       


      
        
           

        

        
          III-6

          
            

          

        

        
           

        

      


      
        	 	
                (xxx)

              	
                Each
                  Assignment is in recordable form, is acceptable for recording under
                  the
                  laws of the jurisdiction in which the Mortgaged Property is
                  located.

              


      

       

      
        	 	
                (xxxi)

              	
                If
                  the Mortgaged Property is a condominium unit or a planned unit
                  development
                  (other than a de
                  minimis
                  planned unit development) such condominium or planned unit development
                  project meets Fannie Mae or Freddie Mac or the originator’s eligibility
                  requirements.

              


      

       

      
        	 	
                (xxxii)

              	
                To
                  the best of the Seller’s knowledge, no fraud was committed by the related
                  originator of the Mortgage Loan and the Seller is not aware of
                  any fact
                  that would reasonably lead the Seller to believe that any Mortgagor
                  had
                  committed fraud in connection with the origination of such Mortgage
                  Loan.

              


      

       

      
        	 	
                (xxxiii)

              	
                The
                  Mortgagor has not notified the Seller, and the Seller has no knowledge
                  of
                  any relief requested by the Mortgagor under the Servicemembers
                  Civil
                  Relief Act.

              


      

       

      
        	 	
                (xxxiv)

              	
                As
                  to any Additional Collateral Mortgage Loan, such Mortgage Loan
                  is secured
                  by a perfected first priority security interest in the related
                  Additional
                  Collateral.

              


      

       

      
        	 	
                (xxxv)

              	
                As
                  to any Additional Collateral Mortgage Loan, the applicable pledge
                  agreement is in place, is genuine and is the legal, valid and binding
                  obligation of the maker thereof, enforceable in accordance with
                  its terms
                  subject to bankruptcy, insolvency and other laws of general application
                  affecting the rights of creditors and general principles of
                  equity.

              


      

       

      
        	 	
                (xxxvi)

              	
                With
                  respect to each Cooperative Loan (i) there is no provision in the
                  related
                  proprietary lease which requires the related Mortgagor to offer
                  for sale
                  the shares owned by such Mortgagor first to the Cooperative Corporation
                  for a price less than the outstanding amount of the Cooperative
                  Loan, (ii)
                  there is no prohibition in the related proprietary lease against
                  pledging
                  such shares or assigning the proprietary lease that has been violated
                  in
                  connection with the origination of the Cooperative
                  Loan.

              


      

       

      
        	 	
                (xxxvii)

              	
                With
                  respect to each Cooperative Loan, such Cooperative Loan is secured
                  by
                  shares held by a “tenant-stockholder” of a corporation that qualifies as a
                  “cooperative housing corporation” as such terms are defined in Section
                  216(b)(1) of the Code.

              


      

       

      
        	 	
                (xxxviii)

              	
                With
                  respect to each Cooperative Loan, the related Mortgage and related
                  UCC
                  financing statement creates a first-priority security interest
                  in the
                  stock in the Cooperative Corporation and the related proprietary
                  lease of
                  the related Cooperative Unit which were pledged to secure such
                  Cooperative
                  Loan, and the Cooperative Corporation owns the Cooperative Corporation
                  as
                  an estate in fee simple in real property or pursuant to a leasehold
                  acceptable to Fannie Mae.

              


      

       

      
        	 	
                (xxxix)

              	
                No
                  Mortgage Loan originated on or after October 1, 2002 through March
                  6, 2003
                  is governed by the Georgia Fair Lending
                  Act.

              


      

       


      
        
           

        

        
          III-7