exv4w2



 





Exhibit 4.2

Execution copy



GREENWICH CAPITAL ACCEPTANCE, INC.,




as Purchaser




and




THORNBURG MORTGAGE HOME LOANS, INC.,




as Seller




MORTGAGE LOAN PURCHASE AGREEMENT




Dated as of June 1, 2004




Hybrid and Adjustable-Rate Mortgage Loans




Thornburg Mortgage Securities Trust 2004-2




 









 








Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page

	ARTICLE I. DEFINITIONS AND SCHEDULES	 	 	1	 
	

	 	Section 1.01.
	 	Definitions
	 	 	1	 
	ARTICLE II. SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE	 	 	2	 
	

	 	Section 2.01.
	 	Sale of Mortgage Loans
	 	 	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
	 	 	3	 
	

	 	Section 3.03
	 	Remedies for Breach of Representations and Warranties
	 	 	5	 
	ARTICLE IV. SELLER’S COVENANTS	 	 	5	 
	

	 	Section 4.01.
	 	Covenants of the Seller
	 	 	5	 
	ARTICLE V. INDEMNIFICATION	 	 	6	 
	

	 	Section 5.01.
	 	Indemnification
	 	 	6	 
	ARTICLE VI. TERMINATION	 	 	6	 
	

	 	Section 6.01.
	 	Termination
	 	 	6	 
	ARTICLE VII. MISCELLANEOUS PROVISIONS	 	 	6	 
	

	 	Section 7.01.
	 	Amendment
	 	 	6	 
	

	 	Section 7.02.
	 	Governing Law
	 	 	6	 
	

	 	Section 7.03.
	 	Notices
	 	 	6	 
	

	 	Section 7.04.
	 	Severability of Provisions
	 	 	7	 
	

	 	Section 7.05.
	 	Counterparts
	 	 	7	 
	

	 	Section 7.06.
	 	Further Agreements
	 	 	7	 
	

	 	Section 7.07.
	 	Intention of the Parties
	 	 	7	 
	

	 	Section 7.08.
	 	Successors and Assigns: Assignment of Purchase Agreement
	 	 	8	 
	

	 	Section 7.09.
	 	Survival
	 	 	8	 
	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







 
i




 









 








     THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of June 1, 2004 (the
“Agreement”), is made and entered into between Thornburg Mortgage Home Loans,
Inc. (the “Seller”) and Greenwich Capital Acceptance, Inc. (the “Purchaser”).



W I T N E S S E T H




     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 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 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 and (b) the proceeds of
any insurance policies covering the Mortgage Loans or the Mortgaged Properties
or the obligors on the Mortgage Loans; and



     WHEREAS, the parties hereto desire that the Seller sell the Mortgage
Loans, including the Mortgages, and assign the Seller’s rights under the
Servicing Agreements to the Purchaser pursuant to the terms of this Agreement;
and



     WHEREAS, pursuant to the terms of that certain Pooling and Servicing
Agreement dated as of June 1, 2004 (the “Pooling and Servicing Agreement”)
among the Purchaser, as depositor, the Seller, as seller, Wells Fargo Bank,
N.A., as master servicer and securities administrator, Deutsche Bank Trust
Company Delaware, as Delaware trustee and Deutsche Bank National Trust Company,
as trustee (in such capacity, the “Trustee”), the Purchaser will convey the
Mortgage Loans to Thornburg Mortgage Securities Trust 2004-2 (the “Trust”).



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I.




DEFINITIONS AND SCHEDULES




     Section 1.01. Definitions. Any capitalized term used but not
defined herein and below shall have the meaning assigned thereto in the Pooling
and Servicing Agreement, the related Prospectus Supplement dated June 23, 2004
(the “Prospectus Supplement”) to the Prospectus dated April 23, 2004 (the
“Prospectus”) or the related Private Placement Memorandum dated June 23,
2004 (the “Memorandum”).



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ARTICLE II.




SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE




     Section 2.01. Sale of Mortgage Loans; Assignment of the Servicing
Agreements. 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, all interest due thereon after the Cut-Off Date 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 all of its rights and interest (but none of its
obligations) under each Servicing Agreement, other than any servicing rights
retained pursuant to the provisions of such Servicing Agreements, to the extent
relating to the Mortgage Loans. The Purchaser hereby accepts such assignment,
and shall be entitled to exercise all such rights of the Seller 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 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 and
the Trustee 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 Pooling 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.



            In connection with such conveyance by the Seller, the Seller shall on
behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee
of the Purchaser, on or before the Closing Date, the documents described in
Section 2.01 of the Pooling and Servicing Agreement including, but not limited
to, the Servicing Agreements.



            The Seller hereby confirms to the Purchaser and the Trustee that it has
made the appropriate entries in its general accounting records, to indicate
that the Mortgage Loans have
been transferred to the Trustee, or a custodian appointed pursuant to the
Pooling and Servicing Agreement to act on behalf of the Trustee, and that the
Mortgage Loans constitute part of the Trust in accordance with the terms of the
Pooling and Servicing Agreement.



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            The Purchaser hereby acknowledges its acceptance of all right, title and
interest in, to and under the Mortgage Loans and other property, and its rights
under the Servicing Agreements, 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 right,
title and interest 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 right, title and interest 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,
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 Pooling and Servicing Agreement.



     Section 2.03. Payment of Purchase Price for the Mortgage Loans. In
consideration of the sale of the Mortgage Loans 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
$1,079,707,050.53 (which amount includes accrued interest) (the “Purchase
Price”). The Seller shall pay, and be billed directly for, the amounts set
forth in the Thornburg Securitization Engagement Letter dated October 18, 2001,
including all reasonable expenses incurred by the Purchaser in connection with
the issuance of the Certificates, including, without limitation, printing fees
incurred in connection with the Prospectus Supplement and the Memorandum
relating to the Certificates, fees and expenses of Purchaser’s counsel, fees of
the rating agencies requested to rate the Certificates, accountant’s fees and
expenses and the fees and expenses of the Trustee and other out-of-pocket
costs, if any.



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 Depositor and the Trustee, as of the
Closing Date or, if applicable, such other date as may be specified therein.



     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;



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            (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 articles of incorporation or by-laws or constitute a 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 and upon the
payment of the Purchase Price by the Purchaser, the Purchaser will have good
and marketable title to the Mortgage Notes and Mortgage Loans, free and clear
of all liens or encumbrances;



            (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



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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.



     (b) On the Closing Date, the Seller shall deliver to the Purchaser a
certificate of an authorized officer of the Seller to the effect that, as of
the Closing Date, the information set forth in the Prospectus Supplement and
the Memorandum, as it relates to the Thornburg Information does not contain an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.



     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 shall survive the sale of the
Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser
and the Trustee, 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 2.03 of the Pooling and
Servicing Agreement.




            It is understood and agreed that the representations and warranties set
forth in Section 3.01 hereof shall survive delivery of the respective Mortgage
Files to the Trustee on behalf of the Purchaser.



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 Trustee, as assignee of 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 Trust, as assignee of
the Purchaser, 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.



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ARTICLE V.




INDEMNIFICATION




     Section 5.01. Indemnification. The Seller agrees to indemnify and
to hold each of the Purchaser, the 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 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 and the 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 Trustee or any such person or entity in respect of such claim.



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 Trust as provided in Article X of the Pooling and
Servicing Agreement.



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







6









 






	 	 	 
	

	 	Attention: Deborah Burns






or such other address as may hereafter be furnished to the Purchaser in writing
by the Seller.




	 	 	 
	

	 	if to the Purchaser:
	 
	 	 
	

	 	Greenwich Capital Acceptance, Inc.
	

	 	600 Steamboat Road
	

	 	Greenwich, Connecticut 06830
	

	 	Attention: Legal Department






or such other address as may hereafter be furnished to Thornburg Mortgage Home
Loans, Inc. in writing by the Purchaser.




     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. The parties hereto each agree 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 Certificates representing interests in the
Trust Fund, including the Mortgage Loans.



            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 in connection with the sale of the
Certificates. 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 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 Certificates.



     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



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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, the Purchaser and the Trustee. 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, except 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 rights of the Seller under the Servicing
Agreements for the purpose of contributing them to a trust that will issue the
Certificates representing undivided interests in such Mortgage Loans. As an
inducement to the Purchaser to purchase the Mortgage Loans, the Seller
acknowledges and consents to the assignment by the Purchaser to the Trustee of
all of the Purchaser’s rights against the Seller pursuant to this Agreement
insofar as such rights relate to Mortgage Loans transferred to the Trustee and
to the enforcement or exercise of any right or remedy against the Seller
pursuant to this Agreement by the Trustee. Such enforcement of a right or
remedy by the Trustee shall have the same force and effect as if the right or
remedy had been enforced or exercised by the Purchaser directly.



     Section 7.09. Survival. The representations and warranties set
forth in Sections 3.01 and 3.02 and the provisions of Article V hereof shall
survive the purchase of the Mortgage Loans hereunder.



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     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.



	 	 	 	 	 	 	 
	 	 	GREENWICH CAPITAL ACCEPTANCE, INC.,
	 	 	 	as Purchaser

	

	 	By:	 	 	 	 
	

	 	 	 	/s/ Shakti Radhakishun
	 	 
	

	 	 	 	Name: Shakti Radhakishun	 	 
	

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THORNBURG MORTGAGE HOME LOANS, INC.,
	 	 	 	 	as Seller

	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	/s/ Deborah J. Burns
	 	 
	

	 	 	 	Name: Deborah J. Burns	 	 
	

	 	 	 	Title:   Vice President	 	 







 









 






	 	 	 	 	 	 	 
	STATE OF CONNECTICUT

	 	 	)	 	 	 
	

	 	 	)	ss.:	 	 
	COUNTY OF FAIRFIELD

	 	 	)	 	 	 







     On
the 25 day of June, 2004 before me, a Notary Public in and for said
State, personally appeared Shakti Radhakishun, known to me to be a Vice
President of GREENWICH CAPITAL ACCEPTANCE, 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.



/s/ Deborah McMahon



Notary Public


	 	 	 
	My Commission Expires on
	 	 
	 
	      2/28/09








 









 






	 	 	 	 	 
	STATE
OF NEW MEXICO

	 	 	)	 
	

	 	 	) ss.:

	COUNTY OF SANTE FE

	 	 	)	 







     On
the 30 day of June, 2004 before me, a notary public in and for said
State, personally appeared Deborah J. Burns, known to me to be a 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.



/s/ Megan Serrao






	 	 	 
	My Commission Expires
	 	 
	

	      10/24/04









 









 






SCHEDULE I




MORTGAGE LOAN SCHEDULE




[See Schedule I of Pooling and Servicing Agreement]




I-1









 








SCHEDULE II




LIST OF SERVICING AGREEMENTS





	1.	 	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 as of June 30, 2004, from Thornburg to
First Republic.
	 
	2.	 	Amended and Restated Correspondent Loan Purchase Agreement, dated
as of March 27, 2002, between Thornburg and Colonial National Mortgage
(f/k/a Colonial Savings, F.A.) (“Colonial”), including the related
Transfer Notice, dated as of June 30, 2004, from Thornburg to Colonial.
	 
	3.	 	(a) Servicing Agreement, dated as of March 1, 2002, among
Thornburg, as seller and servicer and Wells Fargo, as master servicer,
as amended by the Amendment to Servicing Agreement, dated as of
December 1, 2002, 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,
including the related Transfer Notice, dated as of June 30, 2004, from
Thornburg, as seller, to Thornburg, as servicer, and Cenlar, as
sub-servicer.
	 
	4.	 	Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as
of December 23, 2002, among Thornburg, as purchaser, Cendant Mortgage
Corporation (“Cendant”), as seller and servicer and Bishop’s Gate
Residential Mortgage Trust (f/k/a Cendant Residential Mortgage Trust)
(“Bishop’s Gate”), as Seller, and Assignment, Assumption and
Recognition Agreement, dated as of June 1, 2004, among Thornburg
Mortgage Securities Trust 2004-2, as assignee, Thornburg, as assignor,
Bishop’s Gate, as servicer, Cendant, as seller and servicer, and
acknowledged by Wells Fargo, as master servicer and the Trustee.





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 Cut-off Date or such other
date specifically set forth herein, and with respect to representation (i)
listed below, as of the Closing Date:




	(i)	 	The information set forth in the Mortgage Loan Schedule is
complete, true and correct in all material respects and (b) the
Mortgage File with respect to each Mortgage Loan has been delivered
to the Trustee or its designee and each Mortgage File contains the
documents required to be contained therein.
	 
	(ii)	 	None of the Mortgage Loans (by Principal Balance) were more
than thirty (30) days delinquent. The Seller has not advanced funds
to, or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the Mortgaged Property subject
to the Mortgage, directly or indirectly, for the payment of any
amount required by the Mortgage Loan.
	 
	(iii)	 	To the best of the 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.
	 
	(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, 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
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, 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




III-1









 






	 	 	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 the
Seller’s knowledge no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto.
	 
	(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 the 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 which policy conforms
to the requirements of Fannie Mae or Freddie Mac. The Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at
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 Mortgagor’s cost and expense and to seek reimbursement therefor
from the Mortgagor.
	 
	(vii)	 	None of the Mortgage Loans are loans (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, (B)(w) a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership
Act effective November 27, 2003, (x) a “High-Cost Home Loan” as
defined in the New Mexico Home Loan Protection Act effective January
1, 2004, (y) a “High Cost Loan” or “Covered Loan” (as such terms are
defined in the current S&P’s LEVELS® Glossary), or (z) governed by
the Georgia Fair Lending Act, if such Mortgage Loan was originated
on or after October 1, 2002 through May 6, 2003 or (C) 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. Each 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




III-2









 






	 	 	any instrument been executed that would effect any such release,
cancellation, subordination or rescission.
	 
	(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
specifically referred to in a lender’s title insurance policy
delivered to the originator of the Mortgage Loan and 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. 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 the Seller
has full right to sell and assign the same to the Purchaser.
	 
	(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.
	 
	(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 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) federal savings and loan associations or national
banks or subsidiaries 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 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 amount of the Mortgage Loan.
Additionally, such lender’s title insurance policy affirmatively
insures ingress and egress, and against encroachments by or upon the
Mortgaged Property or any interest therein. 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)	 	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 Seller’s best 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, each of which was, at the time of origination, (A) a Fannie
Mae-approved or Freddie Mac-approved seller/servicer and




III-4









 






	 	 	(B) 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. Each Mortgage Note has a
Loan Rate that adjusts periodically (not always in correlation to the
index calculation term), based on the One-Month LIBOR, Six-Month
LIBOR, One-Year LIBOR, One-Year CMT, Three-Year CMT, One-Year U.S.
Treasury or Three-Year U.S. Treasury (as each is defined in the
Prospectus Supplement) index, except that some Mortgage Loans first
adjust after an initial period of three, five, seven or ten years
following origination.
	 
	(xx)	 	The origination practices used by the Seller or the
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)	 	At the time of origination of the Mortgage Loan the
Mortgaged Property was free of damage and waste 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, (B) in the case of a
Mortgage Loan acquired from First Republic Bank, First Republic
Bank’s underwriting standards or (C) in the case of a Mortgage Loan
acquired from a bulk seller, the related bulk seller’s underwriting
standards, in each case as in effect at the time the Mortgage Loan
was originated.
	 
	(xxiv)	 	The mortgage file in possession of the related Servicer contains
an appraisal of the related Mortgaged Property signed prior to the
approval of the Mortgage Loan application by a qualified appraiser,
duly appointed by the 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.
	 
	(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




III-5









 






	 	 	and is named in the Mortgage, and no fees or expenses are or will
become payable by the Depositor 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 Loan 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 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)	 	[Reserved]
	 
	(xxx)	 	The Additional Collateral Mortgage Loans originated by
Cendant Credit Corporation are insured under the terms and
provisions of the Certificate Guaranty Surety Bond. The Certificate
Guaranty Surety Bond is in full force and effect with respect to
each such Additional Collateral Mortgage Loan subject to the
limitations set forth therein and such Certificate Guaranty Surety
Bond will be enforceable by the Purchaser with respect to each
Additional Collateral Mortgage Loan.
	 
	(xxxi)	 	The Mortgaged Property is lawfully occupied under applicable law.
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.
	 
	(xxxii)	 	No defense against coverage under any Primary Insurance Policy
(including, without limitation, any exclusions, denials or defenses
which would limit or reduce the availability of the timely payment
of the full amount of the loss otherwise due




III-6









 






	 	 	thereunder to the insured) exists arising out of actions,
representations, errors, omissions, negligence, or fraud of the
Seller, and the Seller is not aware of any fact that could reasonably
lead the Seller to believe that any such defense exists arising out of
the actions, representations, errors, omissions, negligence or fraud
of the related Mortgagor or any party involved in the application for
such coverage.
	 
	(xxxiii)	 	Each Assignment is in recordable form, is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged
Property is located and includes all applicable recording
information, except where the related original Mortgage has been
delivered for recording to the appropriate public recording office
but has not yet been returned to the Seller.
	 
	(xxxiv)	 	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 eligibility requirements.
	 
	(xxxv)	 	Each Mortgage is a “qualified mortgage” for purposes of the REMIC
Provisions.
	 
	(xxxvi)	 	To the Seller’s best knowledge, no fraud was committed by the
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.
	 
	(xxxvii)	 	As of the Cut-off Date, the Mortgagor has not notified the
Seller, and the Seller has no knowledge of any relief requested or
allowed to the Mortgagor under the Relief Act.
	 
	(xxxviii)	 	The Seller has no knowledge of any toxic or hazardous
substances affecting the Mortgaged Property or any violation of any
local, state, or federal environmental law, rule, or regulation.
The Seller has no knowledge of any pending action or proceeding
directly involving any Mortgaged Property in which compliance with
any environmental law, rule, or regulation is an issue.
	 
	(xxxix)	 	As to any Additional Collateral Mortgage Loan, such Mortgage Loan
is secured by a perfected first priority security interest in the
related Additional Collateral.
	 
	(xl)	 	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.
	 
	(xli)	 	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




III-7









 






	 	 	lease that has been violated in connection with the origination of the
Cooperative Loan.
	 
	(xlii)	 	With respect to each Cooperative Loan, as of the closing of such
Cooperative Loan, the originator of the Cooperative Loan obtained
evidence that, if the Cooperative Property is in a federally
designated flood area, a flood insurance policy has been obtained in
an amount equal to at least that required by applicable law, which
insurance the Cooperative Corporation is obligated to maintain at
the Cooperative Corporation’s cost and expense.
	 
	(xliii)	 	With respect to each Cooperative Loan, as of the Closing Date,
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 and to the best of the Seller’s
knowledge, no Cooperative Corporation is subject to proceedings
which would, if adversely determined, result in such Cooperative
Corporation losing its status as a “cooperative housing corporation”
under Section 216(b)(1) of the Code.
	 
	(xliv)	 	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.






III-8