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					Sellers Guide
                THORNBURG MORTGAGE HOME LOANS, INC.
                (TMHL)

                CORRESPONDENT SELLERS GUIDE
                HEAD

                REVISED: JANUARY 2005

                EFFECTIVE DATE: 02/01/2005




                Thornburg Mortgage Home Loans, Inc. • 150 Washington Street, Suite 302 • Santa Fe, New Mexico 87501
                505.989.1900 Tel • 505.989.8156 Fax • www.thornburgmortgage.com
Table of Contents    SECTION 1: ORIGINATION
                     1.1 Product Descriptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                     1.1.1
                     1.1.2
                              One-Month LIBOR ARM
                             Six-Month LIBOR ARM
                                                                                                                                  Page




                     1.1.3   One-Year ARM (LIBOR or CMT)
                     1.1.4   Intermediate Fixed-Term ARMs (3/1, 5/1, 7/1 and 10/1) (LIBOR or CMT)
                     1.1.5   Three-Three CMT ARM
                     1.2      Product Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                     1.2.1   Escrow Holdbacks
                     1.2.2   Interest Only
                     1.2.3   Loan Modifications
                     1.3      Loan Programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                     1.3.1   Fully Documented Loan Program (Conforming and Jumbo)
                     1.3.2   Super Jumbo Loan Program (Over $1,000,000)
                     1.3.3   Stated Income Loan Program
                     1.3.4   No Ratio Loan Program
                     1.3.5   Pledged Asset Loan Program
                     1.3.6   Permanent Takeout Program
                     1.3.7   Condo-tel Program
                     1.3.8   80/20 Program
                     1.3.9   Expanded Program

                     SECTION II: UNDERWRITING
                     2.1 General Underwriting Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
                     2.1.1   Underwriting Review
                     2.1.2   Underwriting Notes
                     2.2      Property Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
                     2.2.1   Property Eligibility
                     2.2.2   Property Notes
                     2.2.3   Appraisal and Appraiser Requirements
                     2.3      Borrower Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
                     2.3.1   Borrower Eligibility
                     2.3.2   Liquidity Reserve Requirements
                     2.3.3   Income Verification
                     2.3.4   Credit Verification
                     2.3.5   Mortgage Verification
                     2.3.6   Asset Verification
                     2.3.7   LLC’s and Trusts
                     2.3.8   Borrower Compensating Factors
                     2.3.9   Borrower Notes


                    Revision date, May 2005                                                                                               i
                    This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 2.4     Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
 2.4.1   Title Endorsements
 2.4.2   Cash-Out Loans
 2.4.3   Subordinate Financing
 2.4.4   Underwriter’s Certification
 2.4.5   Use of Automated Underwriting Systems
 2.4.6   Quality Control
 2.4.7   Predatory Lending


 SECTION III: PRICING AND LOCK
 3.1 Rate Lock Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
 3.1.1   Rate Lock Initiation
 3.1.2   Rate Lock Expiration
 3.1.3   Rate Lock Extension
 3.2     Pricing Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
 3.2.1   Pricing Policy
 3.2.2   Intra-Day Rate Changes
 3.2.3   Loan Program Change Pricing
 3.2.4   Program / Guideline Changes
 3.2.5   Daily Rate Sheet
 3.2.6   Indices

 SECTION IV: SHIPPING, PURCHASE AND SERVICING
 4.1 Document and File Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
 4.1.1   File Delivery
 4.1.2   Stacking Order
 4.1.3   TMHL Review Prior to Purchase
 4.1.4   Follow-up Document Policy
 4.1.5   Resubmission of Suspended / Denied Loan Packages or Expired Locks
 4.1.6   Borrower Payments Prior to Purchase
 4.1.7   MERS Loan Requirements
 4.2     Legal and Closing Document Requirements . . . . . . . . . . . . . . . . 47
 4.2.1   Submission of Sample Legal Documents
 4.2.2   Purchase Advice Review
 4.2.3   Regulatory Compliance
 4.2.4   Recordation Requirements
 4.2.5 Vesting
 4.2.6   Loan Purchase Fees
 4.2.7   Tax Service Contract / Flood Hazard Certification
 4.2.8   Income Tax Return Validation



Revision date, May 2005                                                                                                 ii
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 4.2.9 Notice of Right to Cancel
 4.2.10 HUD-1
 4.2.11 Appraisal
 4.2.12 Insurance and Taxes
 4.2.13 Escrow Accounts
 4.2.14 Payment History
 4.2.15 Payment Change Notification
 4.2.16 Goodbye Letter

 4.3 Servicing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
 4.3.1 Servicing of Released Eligible Loans
 4.3.2 Servicing of Retained Eligible Loans
 4.3.3 Agency Eligible Loans
 4.3.4 Credit Risk Manager
 4.3.5 Misdirected Borrower Payments
 4.3.6 Servicing Control Agreement
 4.3.7 Prepayment Premium Refund


 SECTION V: CORRESPONDENT ELIGIBILITY
 5.1       Correspondent Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
 5.1.1    Approval Process
 5.1.2    Acceptable Correspondents
 5.1.3     Basic Qualifications
 5.2      Correspondent Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
 5.2.1    Annual Recertification
 5.2.2    Audits by TMHL


 SECTION VI: REPRESENTATIONS AND WARRANTIES
 6.1       Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
 6.2       Remedies for Breach of Representations and Warranties . . . . . . . . . . 85

 SECTION VII: CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
 SECTION VIII: DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89




Revision date, May 2005                                                                                                       iii
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 EXHIBITS
 EXHIBIT A THORNBURG MORTGAGE ADDRESSES
 EXHIBIT B1 DOCUMENT CHECKLIST / STACKING ORDER
            (CREDIT PACKAGE)
 EXHIBIT B2 DOCUMENT CHECKLIST / STACKING ORDER
            (CLOSED LOAN PACKAGE)
 EXHIBIT C CUSTODIAN REQUIRED DOCUMENT LIST
 EXHIBIT D LOAN EXCEPTION REQUEST FORM
 EXHIBIT E GOODBYE LETTER
 EXHIBIT F SERVICING CONTROL AGREEMENT
            LENDER NOTICE (ANNEX 1)
            LENDER TERMINATION NOTICE (ANNEX 2)
            LOAN TERMINATION NOTICE (ANNEX 3)
 EXHIBIT G1 TRANSMITTAL / BAILEE LETTER
            (LENDER LETTERHEAD)
 EXHIBIT G2 TRANSMITTAL / BAILEE LETTER
            (CORRESPONDENT LETTERHEAD)
 EXHIBIT H1 WAREHOUSE BANK MASTER
            DELIVERY AGREEMENT
 EXHIBIT H2 CORRESPONDENT MASTER DELIVERY AGREEMENT
 EXHIBIT I  TRANSFER NOTICE
 EXHIBIT J  OFFICER’S CERTIFICATE




Revision date, May 2005                                                              iv
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 CORRESPONDENT SELLERS GUIDE
 The purpose of this Correspondent Sellers Guide is to provide the Correspondent with a summary
 of the basic documentation and information requirements for submitting Eligible Loans in the Thorn-
 burg Mortgage Home Loans, Inc. (TMHL) Correspondent Program. Use of this Guide is restricted to
 the Correspondent and its employees.

 Please note that this Guide is neither all inclusive, nor is it intended to replace, amend or otherwise
 alter the terms of the Correspondent Loan Purchase Agreement or other applicable agreements.
 The underwriting guidelines contained herein provide a standard. Except for certain program specifi-
 cations established by TMHL, the Correspondent must originally underwrite all loans to conform to
 underwriting guidelines established by Fannie Mae.

 TMHL may implement additions or modifications to this Guide from time to time and will provide
 written notification of such changes to Correspondent.

 The definitions of the defined terms used in this Guide are outlined in Section VIII.

 Thornburg Mortgage Home Loans, Inc.
 150 Washington Street, Suite 302, Santa Fe, NM 87501
 Phone (505) 989-1900 Fax (505) 989-8156




Revision date, May 2005
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.                         v
Origination

                SECTION 1:

                1.1. PRODUCT DESCRIPTIONS




              Revision date, May 2005                                                              1
              This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                   1.1.1 ONE-MONTH LIBOR ARM

      Product      •   Adjustable-rate mortgage with monthly interest rate adjustments.
   Description     •   Initial rate is fixed, for one month, and adjusts monthly to the index plus margin.
                   •   The index is the One-Month LIBOR (average of London Interbank Offered Rate for
                       one-month U.S. dollar deposits in the London market, based on quotations of major banks,
                       as published in the Wall Street Journal).
                   •   Several margin options are available - please consult the TMHL Daily Rate Sheet.
                   •   Amortization term is 30 years.
                   •   Interest rate caps - please consult the TMHL Daily Rate Sheet.
                   •   Monthly interest rate adjustments will not be subject to periodic interest rate caps.
                   •   Interest-only options available (See Section 1.2.2).
                   •   Prepayment penalty pricing option available - please consult the TMHL Daily Rate Sheet.
    Assumable      •   Yes (where allowed by state law). Assumption is subject to borrower’s credit qualification
                       and approval by TMHL.
    Buydowns       •   Not allowed.
 Convertibility    •   Non-convertible.
Loan Amounts       •   Refer to Section 1.3, Loan Programs, for LTVs and loan amounts.
  Modification     •   Subject to certain loan modification program limitations and TMHL’s discretion to revise or cease
                       the program, a borrower may be able to modify their loan into another ARM or ARM-hybrid
                       product available at time of modification.The modification fee is currently $1,000 for each
                       $1,000,000 in principal loan amount, or any portion thereof.The modification rate is currently
                       the market rate at time of modification plus 0.125%. Both the modification fee and rate are also
                       subject to change at any time at TMHL’s sole discretion. (Please see TMHL Daily Rate Sheet or
                       website for current modification rates.)
No Ratio Loans     •   For a description of the No Ratio Loan Program and its requirements, refer to Section I.3.4.
Property Types     •   SFR/PUD/CONDOS/CO-OPS, owner-occupied primary residence and second homes. CO-OPS
                       are limited to those geographic areas where co-ops are commons and customary, as determined
                       by TMHL. PUD/CONDO projects must be Fannie Mae or Freddie Mac eligible.
        Ratios     •   33%/38%. For higher ratios, contact TMHL for review and approval of exception. (See Exhibit D
                       for Loan Exception Request Form.)
                   •   For all LTVs over 80%, use start rate plus 2% for calculation.
        Seller     •   Refer to Fannie Mae Guidelines.
 Contributions
Stated Income      •   For a description of the Stated Income Loan Program and its requirements, refer to Section I.3.3.
         Loans




                  Revision date, May 2005                                                                              2
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                  1.1.2 SIX-MONTH LIBOR ARM

      Product     •   Adjustable-rate mortgage with semi-annual interest rate adjustments.
   Description    •   Initial rate is fixed, and adjusts to the index plus margin on the first rate change date, and every
                      six months thereafter.
                  •   The index is the Six-Month LIBOR (average of London Interbank Offered Rate for six-month
                      U.S. dollar deposits in the London market, based on quotations of major banks, as published in
                      the Wall Street Journal).
                  •   Several margin options are available - please consult the TMHL Daily Rate Sheet.
                  •   Amortization term is 30 years.
                  •   Interest rate caps - please consult the TMHL Daily Rate Sheet.
                  •   Interest-only options available (See Section 1.2.2).
                  •   Prepayment penalty pricing option available - please consult the TMHL Daily Rate Sheet.
    Assumable     •   Yes (where allowed by state law). Assumption is subject to borrower’s credit qualification
                      and approval by TMHL.
     Buydowns     •   Not allowed.
 Convertibility   •   Non-convertible.
Loan Amounts      •   Refer to Section 1.3, Loan Programs, for LTVs and loan amounts.
  Modification    •   Subject to certain loan modification program limitations and TMHL’s discretion to revise or cease
                      the program, a borrower may be able to modify their loan into another ARM or ARM-hybrid
                      product available at time of modification.The modification fee is currently $1,000 for each
                      $1,000,000 in principal loan amount, or any portion thereof.The modification rate is currently
                      the market rate at time of modification plus 0.125%. Both the modification fee and rate are also
                      subject to change at any time at TMHL’s sole discretion. (Please see TMHL Daily Rate Sheet or
                      website for current modification rates.)
No Ratio Loans    •   For a description of the No Ratio Loan Program and its requirements, refer to Section I.3.4.
Property Types    •   SFR/PUD/CONDOS/CO-OPS, owner-occupied primary residence and second homes. CO-OPS
                      are limited to those geographic areas where co-ops are commons and customary, as determined
                      by TMHL. PUD/CONDO projects must be Fannie Mae or Freddie Mac eligible.
        Ratios    •   33%/38%. For higher ratios, contact TMHL for review and approval of exception. (See Exhibit D
                      for Loan Exception Request Form.)
                  •   For all LTVs over 80%, use start rate plus 2% for calculation.
       Seller     •   Refer to Fannie Mae Guidelines.
Contributions
Stated Income     •   For a description of the Stated Income Loan Program and its requirements, refer to Section I.3.3.
         Loans




                  Revision date, May 2005                                                                                    3
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                  1.1.3 ONE-YEAR ARM (LIBOR OR CMT)

      Product     •   Adjustable-rate mortgage with annual interest rate adjustments.
   Description    •   Initial rate is fixed, and adjusts to the index plus margin on the first rate change date, and every
                      12 months thereafter.
                  •   There is a choice of ARM indexes (as published in the Wall Street Journal):
                      1. One-Year LIBOR (average of London Interbank Offered Rate for one-year U.S. dollar deposits
                         in the London market, based on quotations of major banks).
                      2. One-Year Constant Maturity Treasury (the weekly average yield on Treasury Securities
                         adjusted to a constant maturity of one year as made available by the Federal Reserve Board).
                  •   Several margin options are available - please consult the TMHL Daily Rate Sheet.
                  •   Amortization term is 30 years.
                  •   Interest rate caps - please consult the TMHL Daily Rate Sheet.
                  •   Interest-only options available (See Section 1.2.2)
                  •   Prepayment penalty pricing option available - please consult the TMHL Daily Rate Sheet.
    Assumable     •   Yes (where allowed by state law). Assumption is subject to borrower’s credit qualification
                      and approval by TMHL.
    Buydowns      •   Not allowed.
 Convertibility   •   Non-convertible.
Loan Amounts      •   Refer to Section I.3, Loan Programs, for LTVs and loan amounts.
  Modification    •   Subject to certain loan modification program limitations and TMHL’s discretion to revise or cease
                      the program, a borrower may be able to modify their loan into another ARM or ARM-hybrid
                      product available at time of modification.The modification fee is currently $1,000 for each
                      $1,000,000 in principal loan amount, or any portion thereof.The modification rate is currently
                      the market rate at time of modification plus 0.125%. Both the modification fee and rate are also
                      subject to change at any time at TMHL’s sole discretion. (Please see TMHL Daily Rate Sheet or
                      website for current modification rates.)
No Ratio Loans    •   For a description of the No Ratio Loan Program and its requirements, refer to Section 1.3.4.
Property Types    •   SFR/PUD/CONDOS/CO-OPS, owner-occupied primary residence, second homes and investment
                      properties. CO-OPS are limited to those geographic areas where co-ops are commons and cus-
                      tomary, as determined by TMHL. PUD/CONDO projects must be Fannie Mae or Freddie Mac eli-
                      gible.
        Ratios    •   33%/38%. For higher ratios, contact TMHL for review and approval of exception. (See Exhibit D
                      for Loan Exception Request Form.)
                  •   For all LTVs over 80%, use start rate plus 2% for calculation.
        Seller    •   Refer to Fannie Mae Guidelines.
 Contributions
Stated Income     •   For a description of the Stated Income Loan Program and its requirements, refer to Section I.3.3.
         Loans




                  Revision date, May 2005                                                                                4
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                  1.1.4 INTERMEDIATE FIXED-TERM ARMS (LIBOR OR CMT)

      Product     •   Intermediate Fixed-Term ARM with an initial fixed period of three, five, seven, or 10 years.
   Description    •   Initial rate is fixed for the initial period, and adjusts to the relevant index plus margin on the
                      first change date and every six or 12 months thereafter, consistent with the term of the index.
                  •   There is a choice of ARM indexes (as published in the Wall Street Journal):
                      1. One-Year LIBOR (average of London Interbank Offered Rate for one-year U.S. dollar
                         deposits in the London market, based on quotations of major banks).
                      2. Six-Month LIBOR average of London Interbank Offered Rates for six-month U.S. dollar
                         deposits in the London market, based on quotations of major banks).
                      3. One-Year Constant Maturity Treasury Securities Index (the weekly average yield on
                         Treasury Securities adjusted to a constant maturity of one year, as made available by the
                         Federal Reserve Board).
                  •   Amortization term is 30 years.
                  •   For current rates, margins and interest rate caps please consult the TMHL Daily Rate Sheet.
                  •   Interest-only options available (See Section 1.2.2).
                  •   Prepayment penalty pricing option available - please consult the TMHL Daily Rate Sheet.
   Assumable      •   Yes (where allowed by state law). Assumption is subject to borrower’s credit qualification
                      and approval by TMHL.
    Buydowns      •   Not allowed.
 Convertibility   •   Non-convertible.
Loan Amounts      •   Refer to Section 1.3, Loan Programs, for LTVs and loan amounts.

  Modification    •   Subject to certain loan modification program limitations and TMHL’s discretion to revise or cease
                      the program, a borrower may be able to modify their loan into another ARM or ARM-hybrid
                      product available at time of modification.The modification fee is currently $1,000 for each
                      $1,000,000 in principal loan amount, or any portion thereof.The modification rate is currently
                      the market rate at time of modification plus 0.125%. Both the modification fee and rate are also
                      subject to change at any time at TMHL’s sole discretion. (Please see TMHL Daily Rate Sheet or
                      website for current modification rates.)
No Ratio Loans    •   For a description of the No Ratio Loan Program and its requirements, refer to Section I.3.4.
Property Types    •   SFR/PUD/CONDOS/CO-OPS, owner-occupied primary residence, second homes and investment
                      properties. CO-OPS are limited geographic areas where co-ops are common and customary as
                      determined by TMHL. PUD/CONDO projects must be Fannie Mae or Freddie Mac eligible.
        Ratios    •   33%/38%. For higher ratios, contact TMHL for review and approval of exception. (See Exhibit D
                      for Loan Exception Request Form.)
        Seller    •   Refer to Fannie Mae Guidelines.
 Contributions
Stated Income     •   For a description of the Stated Income Loan Program and its requirements, refer to Section I.3.3.
         Loans




                  Revision date, May 2005                                                                                  5
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                  1.1.5 THREE-THREE CMT ARM

      Product     •   Intermediate fixed-term ARM with an initial fixed period of three years.
   Description    •   Initial rate is fixed for the initial period, and adjusts to the index plus margin on the first rate
                      change date and every 36 months thereafter.
                  •   The ARM index is the three-year Treasury Securities Index (the weekly average yield on Treasury
                      Securities, adjusted to a constant maturity of three years as made available by the Federal
                      Reserve Board).
                  •   Amortization term is 30 years.
                  •   For current rates, margins and interest rate caps please consult the TMHL Daily Rate Sheet.
                  •   Interest-only options available (See Section 1.2.2).
                  •   Prepayment penalty pricing option available - please consult the TMHL Daily Rate Sheet.
    Assumable     •   Yes (where allowed by state law). Assumption is subject to borrower’s credit qualification
                      and approval by TMHL.
    Buydowns      •   Not allowed.
 Convertibility   •   Non-convertible.
Loan Amounts      •   Refer to Section 1.3, Loan Programs, for LTVs and loan amounts.
  Modification    •   Subject to certain loan modification program limitations and TMHL’s discretion to revise or cease
                      the program, a borrower may be able to modify their loan into another ARM or ARM-hybrid
                      product available at time of modification.The modification fee is currently $1,000 for each
                      $1,000,000 in principal loan amount, or any portion thereof.The modification rate is currently
                      the market rate at time of modification plus 0.125%. Both the modification fee and rate are also
                      subject to change at any time at TMHL’s sole discretion. (Please see TMHL Daily Rate Sheet or
                      website for current modification rates.)
No Ratio Loans    •   For a description of the No Ratio Loan Program and its requirements, refer to Section I.3.4.
Property Types    •   SFR/PUD/CONDOS/CO-OPS, owner-occupied primary residence, second homes and investment
                      properties. Co-ops are limited geographic areas where co-ops are common and customary as
                      determined by TMHL. PUD/CONDO projects must be Fannie Mae or Freddie Mac eligible.
        Ratios    •   33%/38%. For higher ratios, contact TMHL for review and approval of exception. (See Exhibit D
                      for Loan Exception Request Form.)
        Seller    •   Refer to Fannie Mae Guidelines.
 Contributions
Stated Income     •   For a description of the Stated Income Loan Program and its requirements, refer to Section I.3.3.
         Loans




                  Revision date, May 2005                                                                                    6
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Origination

                SECTION 1:

                1.2 PRODUCT OPTIONS




              Revision date, May 2005                                                              7
              This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 1.2.1 ESCROW HOLDBACKS
 TMHL will consider purchase of Eligible Loans with Escrow Holdbacks that are either total
 acquisition purchase loans or that are new construction loans with escrow holdbacks for unfinished
 exterior work or approved interior work. No holdback item(s) will be held back that would prevent
 the full occupancy of the home at closing or that prevents the issuance of a Certificate of Occu-
 pancy.

 Weather related completion delays may take longer and should be pre-approved, but all escrow
 holdbacks should ideally be cleared within 45 days, but in no case longer than 90 days after closing.
 Any holdback that will exceed the 90-day period must be reviewed and approved by TMHL on an
 exception basis.

 Contracts for work over and above a purchase contract
 The purchase contract and any contract for additional work, such as a pool, can be submitted
 together as a “total acquisition cost.” All contracts must be provided to the appraiser(s) and the
 property must be appraised “subject to” completion.

 Loan Closing
 - Certificate of Occupancy and/or the Final Certification of Value (Form 442), as determined by local
    regulations, must be received prior to funding.
 - Settlement agent will be instructed to establish an escrow holdback in the closing instructions, and
   the escrow holdback amount must appear on the HUD-1 Settlement Statement:
   - If the outstanding work is a single contract item, such as a pool contract, then the settlement
     agent will be instructed pursuant to the closing instructions provided by Correspondent to
     establish an escrow holdback amount equal to 125% of the contract.
   - If the outstanding work is part of the purchase contract, such as landscaping, the appraiser
     should determine the value of unfinished work.The settlement agent will be instructed pursuant
     to the closing instructions provided by Correspondent to establish an escrow holdback
     amount equal to 150% of the estimate.
 - Escrow Holdback Agreement:
   - Correspondent warrants TMHL-required provisions of an escrow holdback agreement are
     contained within the agreement (See Section 6.1, Representations and Warranties).

 Costs related to the Escrow Holdback Account
 - Borrower (or Correspondent) will pay any additional settlement charges required to establish and
   administer the Escrow Holdback Account.

 Release of Holdback
 - The original appraiser will issue a Final Certification of Value (Form 442) and present it to the
   settlement agent.
 - Correspondent will collect and deliver to TMHL, c/o the TMHL Loan Servicing Department
   the following:
   - Copy of Final Certification of Value (Form 442).
   - Copy(s) of final invoice(s) for Escrow Holdback item(s).
   - Copy(s) of check for payment(s) of invoice.
   - Authorization from the borrower that the work has been completed.
 - Review of Documentation and Approval to Release Funds:
   - For Servicing Retained loans, the TMHL Loan Servicing Department will review and advise the
     Correspondent of approval to release the holdback.
   - For Servicing Released loans, the TMHL Loan Servicing Department will advise the Correspond-
     dent to notify the Settlement Agent to release the funds.
 - Remaining Escrow Holdback Funds:
   - If the Seller of the property contributed holdback funds, then any excess funds, after pay-off of all
      invoices, must be released to the Seller (builder/contractor).
   - If the Borrower contributed holdback funds, then funds are released to the Borrower.




Revision date, May 2005                                                                                  8
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                     1.2.2 INTEREST ONLY
                     TMHL will purchase Eligible Loans with interest only periods of up to ten years (Please consult the
                     TMHL Daily Rate Sheet).TMHL requires a minimum of 20 years of amortization on all Eligible
                     Loans. TMHL charges no fee or price adjustment for loans with the interest only option. An
                     applicant’s proposed interest only payment may be used to qualify (start rate plus 2% will be used on
                     ARM loans with LTV’s greater than 80%).TMHL must review and approve all interest only loan
                     documentation - for TMHL approved documents please call 505.989.1900 or download directly by
                     clicking on “Correspondents” at www.thornburgmortgage.com. If a borrower’s initial interest only
                     period is less than ten years, a borrower may extend their interest only period, via a modification
                     subsequent to closing, out to a maximum of ten years from their loan’s initial closing date.The
                     duration of any interest only period will be subject to the limitations of the loan’s product type.


                     1.2.3 LOAN MODIFICATIONS
                     Subject to certain loan modification program limitations and TMHL’s discretion to revise or cease
                     the program, a borrower may be able to modify their loan into another TMHL ARM or ARM-hybrid
                     product available at time of modification.The modification program is subject to a modification fee, a
                     modification rate and a rate adjustment that are subject to change at any time at TMHL’s sole
                     discretion.

    Fee Schedule     The Current modification fee schedule is as follows:




                                              Loan Balance             Modification Fee
                                       $0-$1,000,000                        $1,000
                                       $1,000,001 - $2,000,000              $2,000
                                       $2,000,001 - $3,000,000              $3,000
                                       $3,000,001 - $4,000,000              $4,000
                                       $4,000,001 - $5,000,000              $5,000

Modification Rate    The current modification rates are calculated by adding 0.125% to the current retail rate with no
                     points, no origination fee and no closing costs other than the modification fee referenced above.

Rate Adjustments     Certain rate adjustments may apply.These adjustments are similar to any rate adjustment that may
                     have been made at your loan inception.

                     The current rate adjustments are as follows:




                                                 Criteria              Rate Adjustment
                                       Stated Income                      +0.375%
                                       No Ratio                           +0.375%
                                       Investment Property                +0.250%
                                       LTV > 90%                          +0.250%
                                       Balance > $2,000,000               +0.250%
                                       Balance > $3,000,000               +0.375%
                                       Balance > $4,000,000               +0.500%
                                       Balance > $5,000,000          Determined at time of
                                                                        modification




                    Revision date, May 2005                                                                              9
                    This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Modification The modification program modifies an existing loan - it is not a refinance of the loan - therefore:
      Notes - Loan Balances cannot be altered by a modification
              - The modification fee cannot be rolled into the loan balance.
              - A modification cannot extend a loan’s amortization period.
              - Some loans are ineligible for modification.

                A loan with a prepayment penalty cannot be modified within the prepayment penalty period without
                payment of the prepayment penalty.




               Revision date, May 2005                                                                             10
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Origination

                SECTION 1:

                1.3 LOAN PROGRAMS




              Revision date, May 2005                                                              11
              This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
  1.3.1 FULLY DOCUMENTED LOAN PROGRAM
  (CONFORMING AND JUMBO)

  The following LTVs and loan amounts are applicable for all ARM and Intermediate Fixed-Term ARM
  loan programs (except Pledged Asset Loans).

      Loan Purpose                Occupancy                 LTV       CLTV                 Max. Loan Amount
                                                             95%*      95%*        $350,000
                                                             90%*      90%*        $500,000
                                                             80%       90%*        $800,000
                              Primary Residence
                                                             75%       85%        $1,250,000
                                                             90%       90%         $400,000
  Purchase and
                                                             80%       90%         $500,000
  No Cash-Out
                              Second Homes                   75%       85%         $650,000
  Refinances
                                                             70%       80%        $1,250,000
                              Non-Owner                      80%       80%         $500,000
                              Occupied                       70%       80%         $650,000
                                                             60%       75%        $1,000,000

  * Maximum LTV / CLTV is 80% for two-to-four family owner occupied primary residences. Exceptions considered on case-by-case basis.



  •    Maximum CLTV on any program is 95%. Agency-eligible loans should follow Fannie Mae
       guidelines.
  •    For loans over $1,000,000 refer to Super Jumbo Loan Program.




      Loan Purpose               Occupancy                LTV     CLTV                  Max. Loan Amount
                                                          80%       90%      $500,000     —   Max. cash-out    = $200,000
                             Primary Residence
                                                          75%       85%     $1,000,000    —   Max. cash-out    = $350,000
  Cash-Out
                                                          75%       90%      $400,000     —   Max. cash-out    = $200,000
  Refinances
                             Second Home                  70%       85%      $500,000     —   Max. cash-out    = $300,000
                                                          65%       80%     $1,000,000    —   Max. cash-out    = $400,000

  See Section II for Underwriting Guidelines




Revision date, May 2005                                                                                                     12
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                   1.3.2 SUPER JUMBO LOAN PROGRAM (OVER $1,000,000)

                   The Super Jumbo Loan Program is offered to borrowers with excellent credit, substantial liquidity,
                   and established income resources, who are purchasing or refinancing superior properties located
                   in stable or appreciating markets.

   Borrower        •    All loans must be fully documented.
Requirements       •    Minimum credit score is 700.
                   •    Total monthly debt service (housing and other) ratio should not exceed 40 percent.
                   •    Two years of personal and business tax returns will be required for self-employed borrowers.
                   •    Minimum verified liquidity after closing required:
                        - Loan amounts from $1,000,000 to $1,999,999: 18 months of total debt service.
                        - Loan amounts from $2,000,000 to $2,499,999: 24 months of total debt service.
                        - Loan amounts over $2,500,000: 36 months of total debt service.
       Eligible    •    Primary residence or second homes.
    Properties     •    Appraisal requirements:
                        - Loan amounts over $1,000,000:Two full appraisals which would include one pending sale and
                          two listings as additional comps.
                        - Loan amounts over $2,500,000:Two full appraisals and, at the option of TMHL, a field review.
       Eligible    •    ARM and Intermediate Fixed-Term ARM loan programs.
Loan Programs
     LTVs and      •    The following LTVs and maximum loan amounts are applicable for all ARM and Intermediate
Loan Amounts            Fixed-Term ARM loan programs:




                         Loan Purpose          Occupancy            LTV     CLTV               Max. Loan Amount
                                                                     75%     85%       $1,250,000
                                                                     70%     80%       $2,000,000
                                            Primary Residence        65%     75%       $3,000,000
                       Purchase and                                  60%     70%       $3,500,000
                       No Cash-Out                                   55%     65%       $4,500,000
                       Refinances                                    50%     60%       $5,000,000
                                                                     70%     80%       $1,250,000
                                            Second Home              60%     75%       $2,500,000
                                                                     55%     70%       $3,500,000
                                                                     45%     65%       $4,500,000
                                            Non-Owner Occupied       60%     70%       $1,500,000

                         Loan Purpose          Occupancy           LTV CLTV                   Max. Loan Amount
                                                                   70%     80%   $1,500,000   —   Max. cash-out   = $500,000
                                                                   65%     75%   $2,500,000   —   Max. cash-out   = $1,000,000
                                            Primary Residence
                       Cash-Out                                    60%     70%   $3,500,000   —   Max. cash-out   = $1,500,000
                       Refinances                                  50%     65%   $5,000,000   —   Max. cash-out   = $2,000,000
                                                                   60%     75%   $2,500,000   —   Max. cash-out   = $500,000
                                            Second Home            55%     70%   $3,000,000   —   Max. cash-out   = $600,000
                                                                   45%     65%   $3,500,000   —   Max. cash-out   = $650,000

                   See Section II for Underwriting Guidelines. All loans are subject to additional documentation
                   requirements when deemed necessary.

                  Revision date, May 2005                                                                                   13
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                1.3.3 STATED INCOME LOAN PROGRAM

                The Stated Income Loan Program is designed for borrowers with excellent credit and established
                employment in the same business (two-year minimum).This program eliminates the need to verify
                income.The borrower’s income must make sense. No second or part-time employment allowed.
                Listed below are the requirements of the program as well as the LTVs and loan amounts. The
                Stated Income Loan Program is considered a “higher risk” product.We strongly advise
                you to contact TMHL for prior review.

   Borrower     •   Verbal verification of employment for salaried borrower.
Requirements    •   Copy of business license or letter from CPA required for self-employed.The CPA letter must
                    indicate that the income stated on application is consistent with borrower’s filed tax returns,
                    length of time business has been in operation, and how long CPA has audited their books.
                •   Borrower’s application must state specific sources of income (e.g., employer name, position, title,
                    length of employment).The continuity of non-employment income sources such as fixed income,
                    interest, trusts, or real estate must also have a two-year history of receipt, certified by a CPA.
                •   Two months of bank statements or VOD are required.
                •   Gift funds are not permitted.
                •   Borrowers must execute on IRS 4506 form at closing.
                •   Reserve requirements: Borrowers must have minimum verified assets equal to 12 months
                    stated monthly income after closing, excluding proceeds from cash-out refinance.
                •   Minimum credit score is 700.
                •   All loans are subject to additional documentation requirements at TMHL’s discretion.


                       Loan Purpose            Occupancy            LTV      CLTV            Max. Loan Amount
                                                                     75%      90%      $650,000
                                                                     70%      80%      $750,000
                                           Primary Residence         65%      75%     $1,000,000
                     Purchase and
                                                                     60%      70%     $2,000,000
                     No Cash-Out
                                                                     50%      65%     $3,000,000
                     Refinances
                                                                     70%      80%      $400,000
                                           Second Home               65%      80%      $650,000
                                                                     65%      70%     $1,000,000
                                                                     55%      65%     $2,000,000

                       Loan Purpose            Occupancy           LTV CLTV                Max. Loan Amount
                                                                   70%     90% $500,000 — Max. cash-out =       $250,000
                                           Primary Residence
                                                                   65%     75% $1,000,000 — Max. cash-out =     $250,000
                     Cash-Out
                                                                   60%     75% $2,000,000 — Max. cash-out =     $500,000
                     Refinances
                                                                   65%     80% $500,000 — Max. cash-out =       $100,000
                                           Second Home
                                                                   60%     80% $650,000 — Max. cash-out =       $100,000
                                                                   60%     70% $1,000,000 — Max. cash-out =     $100,000

                See Section II for Underwriting Guidelines




               Revision date, May 2005                                                                               14
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                1.3.4 NO RATIO LOAN PROGRAM

                The No Ratio Loan Program is offered to those borrowers with a strong asset base, a steady source of
                income, and established employment in the same business (minimum two years). Listed below are the
                requirements of the program, as well as the LTVs and loan amounts. The No Ratio Loan Program is
                considered a “higher risk” product.We strongly advise you to contact TMHL for prior
                review.

   Borrower     •   A minimum of two continuous years of employment with the same employer, or a similar position
Requirements        deemed to be advancement in borrower’s career. No second or part-time employment allowed.
                •   Excellent job stability.
                •   Perfect credit, with no late payments within a 24-month period.
                •   Borrower’s application (1003) must be fully completed, except for any reference to income.
                •   Borrower must state employer and employer’s street address on the application.
                •   Loans submitted with any reference or documentation related to income will not qualify for
                    the No Ratio Loan Program, but will be underwritten under the Fully Documented Loan
                    Program.
                •   Two months of bank statements or VOD are required.
                •   All liquid assets must be verified and support the ability to meet monthly obligations.
                •   Must have18 months DTI cash reserves after closing.
                •   Gift funds not allowed.
                •   Verbal confirmation of employment required for salaried borrowers. (Self-employed: business
                    license required or confirmation from CPA indicating that borrower’s employment and length
                    of time in business as stated on loan application are correct.)
                •   IRS Form 4506 not required.
                •   The traditional housing-to-income and total debt-to-income ratios are not calculated.
                •   When locking a loan under this program, “No Ratio” must be indicated at the time of lock-in or
                    registration.
                •   Minimum credit score is 700.
                •   All loans are subject to additional documentation requirements at TMHL’s discretion.
                     Loan Purpose          Occupancy             LTV    CLTV             Max. Loan Amount
                                                                 75%     80%       $500,000
                                        Primary Residence        70%     80%       $650,000
                    Purchase and                                 65%     70%      $1,000,000
                    No Cash-Out                                  60%     70%       $400,000
                    Refinances          Second Home              55%     70%       $650,000
                                                                 45%     60%       $1,000,00


                      Loan Purpose          Occupancy          LTV CLTV                Max. Loan Amount
                                                                70%    70% $350,000 — Max. cash-out     =   $250,000
                                        Primary Residence       65%    80% $650,000 — Max. cash-out     =   $250,000
                    Cash-Out                                    60%    70% $1,000,000 — Max. cash-out   =   $250,000
                    Refinances                                  60%    70% $400,000 — Max. cash-out     =   $100,000
                                        Second Home             45%    70% $650,000 — Max. cash-out     =   $100,000
                                                                40%    60% $1,000,000 — Max. cash-out   =   $100,000

                See Section II for Underwriting Guidelines




               Revision date, May 2005                                                                              15
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                        1.3.5 PLEDGED ASSET LOAN PROGRAM
                        The Pledged Asset Loan Program allows up to 100% financing of the property value (the lesser of
                        the appraised value of the purchase price). By pledging Eligible Assets, a borrower eliminates the
                        need to liquidate assets to obtain the cash needed for a down payment, avoids capital gains taxes
                        associated with such liquidation, maintains a more liquid position and continues to benefit from any
                        future earned interest, dividends and appreciation in their pledged assets.

                        The proceeds from a loan, including cash-out refinances, may not be used to purchase, carry,
                        or trade any assets, or to repay any debt used to purchase, carry or trade assets, pledged
                        under the Pledged Assets Loan Program.

                        The complete Pledged Asset Loan Program Policy is available online at www.thornburgmortgage.com.

       Borrower         •   The minimum FICO score for the Pledged Asset Loan Program is 680 - higher FICO scores are
    Requirements            required for larger loan amounts.
                        •   The obligor (the party that pledges the Eligible Assets) does not have to be the same as the
                            borrower nor does the obligor need to have a family relation to the borrower.
Eligible Properties     •   Primary Residences or Second Homes only.
    Eligible Loan       •   All TMHL loan products and programs are eligible.
        Programs
  Documentation         •   Pledged Asset Loan Program loans must be submitted for approval PRIOR to closing to ensure
                            that they are eligible for purchase.TMHL must review and approve all loan documents including,
                            but not limited to, any Pledged Asset Loan Program calculation worksheet, the Pledge Agreement,
                            and the Account Control Agreement.
                        •   The borrower/obligor and TMHL must execute the Account Control Agreement prior to loan
                            funding.The securities intermediary must execute the Account Control Agreement prior to loan
                            funding.

    Eligible Assets     •   Eligible Assets include stocks, bonds and mutual funds. See the Pledged Asset Loan Program
                            Policy for complete requirements.
                        •   Eligible Assets do not include assets bought on margin, options, warrants, IRA assets, or 401K
                            assets. See the Pledged Asset Loan Program Policy for complete requirements.
                        •   TMHL, at its sole discretion, will determine eligible assets to be pledged and acceptable securities
                            intermediaries.
  Pledge Account        •   The obligor may be permitted to trade in the pledged account.
                        •   TMHL may authorize release of any pledge amount in excess of the Initial Pledge Amount.
                        •   Pledged accounts may be released after 18 months if a new appraisal shows the current LTV is
                            equal to or less than original Effective LTV. Borrower must be current on loan payments with no
                            delinquencies in the last 12 months.
  Pledge Amount         •   The Base Pledged Amount equals the equity requirement percentage (up to 20%) multiplied by the
                            property value, minus any equity or down payment (not required).
                        •   The Initial Pledge Amount equals the Base Pledge Amount multiplied by one hundred forty three
                            percent (143%).
                        •   The Maintenance Pledge Amount equals the Base Pledge Amount multiplied by one hundred
                            twenty percent (120%).
                        •   A Pledged Asset Account funded with 100% Cash Equivalent Assets has an Initial Pledge Amount
                            and Maintenance Pledge Amount equal to 100% of the Base Pledge Amount.
                        •   At the outset of the loan the obligor will be required to pledge an amount equal to or above the
                            Initial Pledge Amount.Throughout the term of the pledge agreement, the obligor will be
                            required to maintain a Pledge Account value equal to or above the Maintenance Pledge Amount.
                            If the Pledged Account value ever falls below the Maintenance Pledge Amount, the obligor will
                            immediately be required to bring the Pledged Account value equal to or above the original Initial
                            Pledge Amount.
                      Revision date, May 2005                                                                               16
                      This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                   1.3.6 PERMANENT TAKEOUT PROGRAM

                   Construction Takeout loans are permitted and each loan will be underwritten as a refinance.We will
                   purchase a separate construction loan or a single-note-close construction loan that has been modified
                   or converted into a permanent loan. A construction takeout loan request can be submitted to TMHL at
                   any time prior to completion of construction.

      Borrower     •   Standard TMHL requirements.
 Requirements
        Eligible   •   Single Family Detached, including PUD detached. Primary Residences or Second Homes only.
    Properties
  Eligible Loan    •   All TMHL Products and Programs, including Pledge Asset Loans, are available with the exception
      Programs         of the No Ratio Loan Program.
Documentation      •   Fully Documented loans or Stated Income loans only. No Ratio loans are not acceptable.
                   •   Prior to the submission of any loan for initial credit approval, the “form of” the loan documents,
                       including the note, mortgage and any addenda and/or riders, and “modification” or “conversion”
                       agreements must be submitted for pre-approval.
                   •   Prior to purchase of any loan, all collateral documents, including any documents required for the
                       conversion from the Construction Phase to the Permanent Phase, must be submitted along with
                       any additional underwriting documents as described above.
                   •   If at the time the loan converts from the Construction Phase to the Permanent Phase, or the
                       permanent takeout loan is funded, and if there are no changes to the original loan terms of the
                       Permanent Phase of the loan, and the original credit score was 700 for loans $1 million and
                       greater and 680 for loans less than $1 million,TMHL will require as the only additional
                       underwriting documentation the certificate of occupancy (only required in jurisdictions that issue
                       such certificates), a Form 442 completion certificate with color photos and certification that
                       the borrower has been current on all required loan payments during the construction phase.
                   •   Effects of Changes in Interest Rate:
                       - Any increase to the loan amount will require a review by a TMHL underwriter.
                       - A tolerance of a one percent (1%) increase in the qualifying interest rate will be acceptable
                         before the file needs to be re-reviewed by a TMHL underwriter.
                       - A decrease in the initial qualifying interest rate will not require a new review.
                   •   The initial credit approval, given at the time of the initial submission, will be based on the
                       qualifying criteria for a specific loan program, loan amount and LTV.
                   •   Assets used for pay down or curtailment at conversion/modification do not need to be verified.
                   •   All credit documents must be dated no earlier than 180 days from the date of the original
                       construction note.
                   •   Any loan submission that is an exception to existing TMHL criteria must have the exception
                       reviewed and approved in advance of the loan submission.
                   •   If changes are made to the original terms of the Permanent Phase of the loan subsequent to the
                       initial loan approval, the file must be re-underwritten by a TMHL underwriter.
        Pricing    •   Extended locks for the Permanent Takeout Program, may result in lock-in fees. Please call Capital
                       Markets at 505.989.1900 for details.




                   Revision date, May 2005                                                                                 17
                   This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                       1.3.7 CONDO-TEL PROGRAM

                       Properties defined as Condo-tels will be acceptable to TMHL subject to certain property criteria. All
                       credit standards and program criteria will conform to TMHL normal guidelines. Properties will be
                       limited geographically to vacation/resort areas.

       Borrower        •   Credit scores dictated by program, LTV and loan amount.
    Requirements       •   Standard TMHL housing and DTI ratios.
                       •   Liquidity reserves per guidelines.
Eligible Properties    •   Primary or second home purchase, rate/term refinance or cash-out refinances allowed.
                           Investment properties are not allowed.
                       •   Minimum loan amount is $200,000.
                       •   Property types are single family detached, condominium, PUD and co-op (if common and
                           customary to the area, as determined by TMHL).
                       •   Participation in rental pool must be voluntary. No mandatory rental pools are acceptable.
                       •   Income from second home rentals may be used for qualifying if a 2-year rental history is
                           provided on the subject property or if rental comps are available.
                       •   Commercial space will be limited to a maximum of 20% of the entire project. Higher
                           commercial space will be reviewed on an exception basis.
                       •   TMHL will finance up to 20% of the total units in any one project.
                       •   New condo/co-op projects or conversions must meet the pre-sale requirement of 70% sold
                           and/or closed. On any project, 60% of the units must be owner occupied or second homes.The
                           HOA may still be under the control of the builder/developer.
                       •   There is no height restriction or number of units restriction.
                       •   Projects with timeshare units are not eligible.
     Eligible Loan     •   All TMHL mortgage products and programs are available.
         Programs
   Documentation       •   Fully Documented, Stated Income and No Ratio loans are acceptable.

           Pricing     •   Minus .25% to price at lock-in.




                      Revision date, May 2005                                                                             18
                      This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                      1.3.8 80/20 PROGRAM

                      The 80/20 Loan Program is designed to allow for an increased CLTV of up to 100% for loan amounts
                      up to $5,000,000. TMHL will finance a first lien or 80% of the sales price or appraised value, whichever
                      is less.The remaining 20%, or any portion thereof, can be a second lien that is subordinate to TMHL’s
                      lien position.This program is available on Fully Documented loans only.

       Increased      •   CLTV’s can exceed underwriting guidelines - normal LTV percentages plus 20% (e.g., the CLTV
 Allowable CLTV           can be 85% on a $3,000,000 loan (65% LTV + 20% second = 85%)).The loan and LTV amounts
                          must follow normal underwriting guidelines above $800,000.
                      •   In no case can any CLTV exceed 100%.

       Borrower       •   Minimum Credit score for the 80/20 is 720.
                      •   Minimum Credit score for the 75/25 is 700.
    Requirements
                      •   No loans below credit score of 700.
                      •   For loan amounts up to and including $1,000,000, use housing and DTI ratios of 33% and 38%,
                          respectively. For loan amounts greater than $1,000,000, use housing and DTI ratios of 33% and
                          40%, respectively. All ratios must be calculated using qualifying start rate plus 2%.
                      •   Liquidity Reserves:
                          - Loan amounts up to $1,000,000 require 12 months total debt service.
                          - Loan amounts up to $2,500,000 require 24 months total debt service.
                          - Loan amounts greater than $2,500,000 require 36 months of total debt service.

Eligible Properties   •   Primary, owner occupied, purchase or rate/term refinance (cash-out loans and loans for second
                          homes or investment properties are not allowed).
                      •   PUD or condominium must be FNMA or FHLMC eligible.
                      •   Maximum loan amount is $5,000,000.

     Eligible Loan    •   Fully Documented loans only.
         Programs
   Documentation      •   Fully Documented loans only.

           Pricing    •   Minus .25% to price at time of lock-in.




                      Revision date, May 2005                                                                                 19
                      This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                      1.3.9 EXPANDED PROGRAM

                      The Expanded Program is designed to allow qualified borrowers, who submit a Fully Documented
                      application, the opportunity to obtain a loan-to-value and loan amount that is in excess of TMHL’s
                      standard program guidelines without paying an increased fee or interest rate.

        Increased     •   Maximum LTV of 80% for loan amounts up to $1,500,000.
  Allowable LTV’s     •   Maximum LTV of 75% for loan amounts of $1,500,001 to $2,500,000.
                      •   Maximum LTV of 65% for loan amounts of $2,500,001 to 3,500,000.
                      •   No increase to CLTV will be allowed.

       Borrower       •   Minimum credit score of 720.
                      •   Minimum borrower Verified Reserves of 36 months of total debt for loan amounts up to
    Requirements
                          $1,500,000
                      •   Minimum borrower Verified Reserves of 48 months of total debt for loan amounts of $1,500,001
                          to $3,500,000.
                      •   Maximum back end ratio of 38% if Eligible Property is a Primary Residence and 36% if Eligible
                          Property is a Second Home.

Eligible Properties   •   Single Family Detached, including PUD detached. Primary Residences or Second Homes only.

    Eligible Loan     •   Fully Documented loans only.
        Programs
  Documentation       •   Fully Documented loans only.




                      Revision date, May 2005                                                                              20
                      This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Underwriting

                 SECTION II:

                 2.1 GENERAL UNDERWRITING GUIDELINES




               Revision date, May 2005                                                              21
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 2.1.1 UNDERWRITING REVIEW


 TMHL adheres to Fannie Mae guidelines except where noted otherwise. Correspondent shall ensure
 compliance with all applicable underwriting guidelines, and state and federal regulatory compliance
 procedures. Correspondent is responsible for all underwriting/credit decisions.

 TMHL reserves the right to review any file submitted for purchase.

 All conditions of approval must be met, properly identified, and in the file at the time of purchase.

 See Exhibits B1 and B2 for required document checklists and stacking orders. Each file must have
 the Borrower’s name on the tab and front of the file.TMHL may authorize Correspondents to
 submit this information in the form of a data download.

 All documentation must be in its original form for any “Servicing Released” sale. Contact
 Correspondent Operations for details on submitting imaged loan files.

 Correspondent will be notified of loan acceptance, suspension, or denial by fax or electronic mail. All
 loans submitted to TMHL for underwriting review must first be underwritten by the Correspondent
 or its designee.


 2.1.2 UNDERWRITING NOTES

 •   Maximum Loan Amount: TMHL will purchase valid first lien mortgages with a maximum loan
     amount of $5,000,000, which may be increased with an exception request. (See Exhibit D for
     Loan Exception Request Form)
 •   Loan Purpose: Subject to any individual program’s limitations,TMHL’s purchase programs may be
     used for purchase money, rate/term refinance and cash-out refinance transactions. Funds may be
     used for primary residences, second homes, and investor properties. Second home financing will
     be available for single family residences and condominiums (no 2– 4 units).
 •   Minimum Down Payment: Minimum five percent (5%) borrower’s funds from demonstrated
     savings is required. Down payment assistance for balance acceptable provided that all funds are
     verified.The borrower’s five percent (5%) requirement can be waived if a family member gifts
     20% or more.
 •   Down Payment Assistance: A gift of non-cash equity is not allowed between family members.
 •   Cash Reserves Requirements: See Addendum.
 •   Undisclosed Debts: Revolving debt cannot be paid off to qualify.
 •   Self-Employed (definition): Self-employed is defined as having a business ownership interest of
     25% or more and receiving income from that business. If self-employed, IRS Form 4506 required
     unless specified.
 •   Trailing Secondary Wage Earner’s Income: Secondary wage earner’s income will be considered
     if the borrower is being relocated by current employer. All other requirements follow Fannie
     Mae guidelines.
 •   Non-Purchasing Spouse: If married and applicant purchases as sole and separate property,
     TMHL follows Fannie Mae’s guidelines.
 •   Lot/Land Deals: Lot/Land requires 12 months’ seasoning. If less than 12 months, use the
     acquisition costs. If greater than 12 months, use the appraised value.
 •   Junior Liens: All junior liens require 12 months’ seasoning, or use cash-out refinance LTVs.
 •   Non-Eligible Mortgage Types: TMHL will not purchase blanket or wraparound mortgages and
     no cross-collateralizations will be accepted.




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 •   Rate/Term Refinances: Rate/Term refinances may include only the following amounts:
     - Unpaid principal balance of the existing first lien.
     - Non-recurring closing costs, points and pre-paid items.
     - Purchase money, 2nd lien mortgages, as evidenced by a HUD-1 dated from original purchase of
       the home.
     - Rounded to the nearest $100, not to exceed applicable LTV ratios.
     - Incidental cash to the borrower may not exceed applicable Fannie Mae guidelines for conforming
       loan amounts and 2%, but in no case greater than $20,000, for non-conforming loan amounts.
 •   Title Vesting: Title to be held as individual, as inter vivos (living) trust (refer to Fannie Mae
     underwriting guidelines) or, upon approval from TMHL, as non-inter vivos trust or limited liability
     company.
 •   Title Endorsements: Standard endorsements are: ALTA 100, 116, 110.8, 111.8 (the standard for
     that state).
 •   Alternative Documentation: Alternative documentation, per Fannie Mae guidelines, is allowed
     on all loan programs.
 •   Verification Documents: Verifications must be 90 days current at the time of approval and no
     more than 120 days at the time of closing. New construction: 180 days.
 •   Mortgage Insurance: Approved Companies: PMI, MGIC GEMICO, RADIAN, UGI, and RMIC.
     Required for LTV’s over 80%.
     - 90.01%–95%: 30% Coverage
     - 85.01%– 90%: 25% Coverage
     - 80.01%– 85%: 12% Coverage
 •   Credit Scores: Minimum credit scores are listed below:
     - 90% to 95% LTV MINIMUM CREDIT SCORE: 680. NO EXCEPTIONS.
     - 80/10/10 and 80/15/5 minimum credit score is 680.
     - All other LTVs’ minimum credit score is 650 (see exceptions below).
     - Minimum Credit Score is 700 for the following:
         Super Jumbo, Stated Income and No Ratio loans
         80/20 Program – 80/20-720, 75/25-700
     - Middle Credit Score from the Primary Wage Earner will be used to determine program
       eligibility.
 •   Fannie Mae Guidelines: TMHL follows Fannie Mae guidelines when a situation is not covered
     by TMHL underwriting guidelines. Periodic announcements or releases issued by Fannie Mae will
     be followed by TMHL until they are incorporated into TMHL’s underwriting updates. IN ALL
     CASES,TMHL’s guidelines have precedence over Fannie Mae guidelines if any conflict occurs.




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Underwriting

                 SECTION II:

                 2.2 PROPERTY QUALIFICATION




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                    2.2.1 PROPERTY ELIGIBILITY

     Acceptable Single Family Properties, defined as existing one-to-four unit residential properties, will be accepted.
     Properties The mortgaged premises must be a detached or semi-detached dwelling, row housing, or unit within
                a condominium project or planned unit development (PUD) acceptable to Fannie Mae (see below
                for specific condo and PUD requirements). Log homes with at least two other log comps in
                appraisal that are situated on permanent foundations and have assumed the characteristics of
                conventional site-built housing and loans with a land value greater than the dwelling value will be
                considered on a case-by-case basis at TMHL's discretion.

                    Unacceptable properties for the program include manufactured, modular or mobile homes, raw land,
                    commercial property, multifamily housing greater than four units, and working farms. Unique
                    properties such as geodesic domes, earth homes, A-frames, etc., will not be considered. A property,
                    which is currently for sale or has been listed in the past six months, will be considered only on an
                    exception basis.

       Minimum Minimum gross living area for an eligible property is five hundred (500) square feet.
   Property Size
Rural Properties Loans secured by rural properties that consist of contiguous parcels without regard to acreage,
                 where the primary dwelling represents at least 70% of the total appraised value, are acceptable.
                 Loans secured by rural properties with primary dwellings representing less than 70% of the total
                 appraised value will be accepted under the following conditions:

                              Percent of Total Value                    Deduction from
                             Represented by Dwelling                    Standard LTV

                                70% or greater                                 0%
                                60%-69.99%                                     5%
                                50%-59.99%                                    10%
                                40%-49.99%                                    15%
                                30%-39.99%                                    20%

                    For example: if the standard LTV for a loan is 80% and the dwelling represents 50% of the total
                    appraised value, the maximum LTV allowed will be 70%.

    Agricultural Residential properties that are partially used for agricultural purposes are eligible if the agricultural
      Purposes activities represent the borrower's hobby. A hobby is defined as an activity that generates less than
                 10% of the borrower's gross income.

          Co-ops    Co-ops are limited to those geographic areas where co-ops are common and customary, as
                    determined by TMHL.

      Mixed Use The subject property must include a single family, primary residence and be primarily residential in
      Properties nature. The mixed use of the property must represent a legal, permissible use under local zoning
                 requirements. The borrower must be both the owner and the operator of the business. The
                 property must be the borrower’s primary residence. The value of the property must be primarily a
                 function of its residential characteristics. The business use must be compatible with use as a primary
                 residence.




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  Condominiums        All loans secured by condominiums or planned unit developments (PUD) require a warranty letter
and Planned Unit      and a Homeowner's Association (HOA) Certification (Control of the HOA does not have to be
   Developments       been turned over to the unit owners).The Correspondent's warranty letter and HOA Certification
                      are acceptable, provided that all TMHL requirements are met. A copy of Fannie Mae Project
                      Checklist and Warranty, Homeowner's Association Project Questionnaire and Project Warranty
                      Requirement Chart may be required.

                      TMHL will finance no more than 20% of the units in any one project. Seventy percent (70%) of the
                      units in any condominium or PUD project must be sold, of which at least sixty percent (60%) are
                      owner occupied or second homes.

                      Condo Project Eligibility:
                      • Project must meet Fannie Mae/FHLMC Project requirements.
                      • Condo endorsement to the ALTA Title policy is required.
                      • Correspondent to complete Condo/PUD warranty form.


                      PUD Project Eligibility:
                      • Project must meet Fannie Mae/FHLMC Project requirements.
                      • PUD endorsement to the ALTA Title policy is required.
                      • Correspondent to complete Condo/PUD warranty form.



                       2.2.2 PROPERTY NOTES

         Property      Hazard and flood insurance will be required.
        Insurance
Improvements to        TMHL requires that all improvements to properties meet Fannie Mae specifications. Real property
      Properties       must be generally owned in fee simple to be acceptable collateral; leaseholds are acceptable only if
                       they meet Fannie Mae guidelines.

Property Reports       A termite inspection report will be required for purchase money mortgages if it is required by the
                       real estate sales contract. Termite inspections will not be required unless contractually required or
                       recommended by the appraiser as a result of a visual inspection, or if the Mortgage Property is
                       situated on a pillar and post foundation, or if the property is in a known area of infestation.

 Mold Inspection       A mold inspection report will be required if mold or dampness is referenced in the appraisal.
         Report
     Private Road      A private road maintenance agreement will be required if the Mortgage Property is accessed by a
     Maintenance       private road.

Well Certification     A water purity test will be required if the Mortgage Property utilizes a private well without a
                       community maintenance agreement. A potability/health authority certification will be required on
                       all private water systems. The report must indicate that the water is potable and has a bacteria level
                       of less than 2.2%.

      Plot Survey      A plot survey is required at closing in jurisdictions where such surveys are available only as needed
                       to clear any survey exceptions noted on the title commitment/preliminary title report. TMHL will
                       not purchase any Eligible Loan with a survey exception noted in the final title insurance policy.




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                     2.2.3 APPRAISAL AND APPRAISER REQUIREMENTS

   Loan amounts      For loan amounts of $650,000 and under: one full 1004.
$650,000 & Under
Over $650,000 to     For loan amounts over $650,000 to $1,000,000: one full 1004 and a “drive-by” field review.
      $1,000,000
  Loan amounts       For loan amounts over $1,000,000: two full 1004 appraisals. Each appraisal must include five closed
 Over $1,000,000     sales, one pending sale, and two listings, all no older than six months. If a pending sale is not
                     available, an additional listing may be substituted.

      Loans over     For loan amounts over $2,500,000:Two full appraisals and a field review.The field review will
      $2,500,000     be ordered by TMHL.

         Days on     The number of “days on market” for comparables must be listed.
          Market
     Valid Period    An appraisal report is valid for six (6) months from date of valuation. An appraisal report with a
                     recertification of value and two (2) additional comparables is valid for twelve (12) months from date of
                     valuation.

      Appraiser      Appraisers must be approved by the Correspondent and must be duly licensed where applicable. See
   Requirements      additional requirements under the Super Jumbo Loans (Section 1.3.2).

FNMA Compliant       The appraisal must conform to Fannie Mae and USPAP guidelines. Any appraisal item that is noncompli-
                     ant with Fannie Mae requirements, must be addressed by an appraiser’s
                     comments.

                     The appraisal must contain the following:
                     • A three-year sales history and property history (with renovations and additions) of the
                       subject property.
                     • A complete history on the subject property if a sales transaction.
                     • An estimated “market time” for the subject property.
                     • Interior photos are required for at least the kitchen, living room, one bathroom, and one
                       bedroom for loans greater than $1,000,000.
                     • A sketch and comparable map.
                     • An overview of “current market conditions.”
                     • A brief description of the neighborhood.
                     • Narrative description of the property emphasizing the positive and negative features of
                       the home.
                     • For jumbo and super-jumbo loans a brief narrative description of each of the five
                       comparables, including how they relate to the subject.The appraisal must clearly state how
                       each comparable was weighted.
                     • Note whether or not the subject property is listed for sale or lease. Note the terms of the
                       lease, if applicable.
                     • Colored photos required on all loans and must be included in the final purchase package.
                     • Include net and show adjustments for all solid comps.

   Reductions to     Maximum financing will not be available for rural properties in areas less than 25% built-up, for
   Allowable LTV     properties at the low or high end of the value range for the neighborhood, for properties in
                     neighborhoods with declining market values or an over-supply of housing, nor areas with
                     marketing time of over six months.A reduction of a minimum five percent LTV will be required for each
                     of the above existent factors.




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                    This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Underwriting

                 SECTION II:

                 2.3 BORROWER QUALIFICATION




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                    2.3.1 BORROWER ELIGIBILITY

                    TMHL will only purchase mortgages made to natural persons who have reached the age of
                    majority as defined in the jurisdiction where the subject property is located or to the
                    named beneficiary of an inter vivos living trust as acceptable to Fannie Mae; or mortgages made to
                    Fannie Mae noncompliant trusts and limited liability company's in accordance with TMHL's guidelines
                    (See Section 2.3.7 for Trust and LLC requirements). Except upon TMHL's prior consent, mortgages
                    made to corporations, partnerships, non-compliant FNMA trusts or limited liability company’s, etc.,
                    are unacceptable.

                    2.3.2 LIQUIDITY RESERVE REQUIREMENTS
a
                        Loan Amount                     Program                      LTV             Amount of Reserves*
                        Up to $350,000                 All Programs             90.01% to 95%       6 months total debt service
                        Up to $500,000                 All Programs                 <90%            3 months total debt service
                     $500,001 to $1,000,000            All Programs                Any LTV          6 months total debt service
                                                                                                         18 months total
                    $1,000,001 to $1,999,999            Super Jumbo           Any Program LTV
                                                                                                           debt service
                                                                                                         24 months total
                    $2,000,000 to $2,499,999            Super Jumbo           Any Program LTV
                                                                                                           debt service
                                                                                                         36 months total
                       $2,500,000 and over              Super Jumbo           Any Program LTV
                                                                                                           debt service
                        Max. loan amount                                                                12 months stated
                                                       Stated Income          Any Program LTV
                          for program                                                                    monthly income
                        Max. loan amount                                                                 18 months total
                                                         No Ratio             Any Program LTV
                          for program                                                                      debt service
                        Max. loan amount                                      Any Program LTV            10 months total
                                                   Non-owner Occupied
                          for program                                           for NOO                    debt service

                   *Any cash-out proceeds cannot be used to meet reserve requirements.
                   For liquidity purposes, 70% of IRA, 401(k), retirement plans, etc. can be included as reserve requirements.


                     2.3.3 INCOME VERIFICATION

      General        Applicants must demonstrate stable employment/income over a requisite period of time in order
    Guidelines       to qualify for an Eligible Loan. Methods of verifying income and the requisite documentation are
                     outlined below.The required length of employment and verified income may vary. See individual
                     program guidelines for specific requirements.A stable employment history may consist of different
                     jobs, so long as they are in the same or related line of work.

                     Additional income sources other than primary employment or business income must be verified in
                     an appropriate manner and should include the prior six-month history and the likelihood of
                     continuation for at least three years.These sources include, but are not limited to:

                         1.   Overtime, bonus and commission income;
                         2.   Fixed income such as Social Security,VA benefits, pensions, disability benefits, annuities, etc.;
                         3.   Part-time/second job income;
                         4.   Rental income;
                         5.   Dividend/interest income;
                         6.   Alimony, child-support or separate maintenance;
                         7.   Notes receivable; and
                         8.   Trust income.


                 Revision date, May 2005                                                                                         29
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                     Unacceptable sources of income include, but are not limited to:

                       1.   Income not reported to the IRS;
                       2.   Education benefits;
                       3.   One-time capital gains;
                       4.   Refund of federal, state or local income taxes;
                       5.   Rent for boarder(s) in owner-occupied single-family dwellings; and
                       6.   Foreign income.

 Salaried/Hourly     A Verification of Employment signed by employer will be required. Reliance on a VOE is not
Wage Employees       acceptable for an applicant employed by a relative or a company controlled by the Borrower or a
                     close relative (use self-employed borrower guidelines), OR A current year-to-date pay stub,W-2s
                     for the most recent two years, and a written telephone verification of employment will be required
                     except for the Stated Income and No Ratio Loan Program.

                     Income from day care (baby-sitting) will only be considered on a case-by-case basis.

                     The Borrower must sign IRS Form 4506 for all Eligible Loans, and Borrower’s signed and dated
                     tax returns must be in the underwriting file. (Except for the No Ratio Loan Program.)

  Self-Employed      For Fully Documented Loans, a signed individual Federal Income Tax Return (1040) with all
      Borrowers      schedules for the most recent two-year period, will be required. A signed year-to date income
                     (P&L) statement if beyond the first quarter of the new fiscal year as determined by tax returns is
                     also required. If using YTD income from P&L, business bank statements for the entire period to
                     support the income must be in the file; AND if the Borrower has a 25% or greater ownership
                     interest (or is a General Partner with 25% or more) in a corporation, limited liability company,
                     partnership or limited partnership, signed business Federal Income Tax Returns (1120s, 1120S,
                     I065s, K-1s etc.) with all schedules for the most recent one- or two-year period will be required.

                     Borrower must provide evidence of existence of established business (business license) for at least
                     one year (no flexibility or exceptions). If a business has been in existence for less than two years,
                     proof must be provided that the Borrower was previously in the same line of work for at least
                     two years.


                    2.3.4 CREDIT VERIFICATION

   Credit Report     Credit reports must be standard RMCRs or a report from at least three national repositories
         Format      (tri-merge) and must include a public record search. Credit history must be reviewed for the 24
                     months preceding the loan application.

 DTI Calculation     The monthly payments as reflected on the credit report will be used to calculate the DTI ratio. If
      Generally      no monthly payment is indicated or if other form of verification is not provided, five percent of
                     the outstanding principal balance on the account will be used. Outstanding installment debts with
                     less than 10 months remaining and debts to be paid off at closing do not have to be used in
                     calculating the DTI ratio. Pay-downs to less than 10 months are not allowed on revolving credit
                     simply to avoid inclusion of the debt in the DTI ratio.

 Co-signed debts Co-signed debts will not be counted in the DTI ratio if sufficient proof is provided that the primary
                 debtor makes the payments. A minimum of six consecutive months of cancelled checks may be
                 required from the primary debtor evidencing the proper payment amount payable to the proper
                 creditor. If any late payments occurred, they will not be counted against them in the credit rating.

Ex-spouse Debts If divorce documents state the ex-spouse is responsible for debt, late payments will not count as a
                debt or lates, and Borrower must provide a copy of recorded quit claim deed for any mortgage
                debts from the ex-spouse.


                   Revision date, May 2005                                                                                30
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 Major Consumer      Major consumer credit is defined as installment and revolving credit with original balances or credit
          Credit     limits in excess of $1,500, including auto loans, boat loans, major credit cards (VISA, MasterCard,
                     Discover, etc.), and mortgages and home equity lines, if not on the subject property (i.e., mortgages
                     on second homes or rental property).

 Minor Consumer      Minor consumer credit is defined as installment and revolving credit with original balances or limits
          Credit     less than $1,500, including department stores and gasoline company credit cards, utility company
                     accounts, etc.

   Adverse Credit    All charge-off, repossessions, collections, judgments and liens during the prior two years must be
                     satisfactorily explained in writing by the Borrower.The age of these types of adverse credit is
                     counted from the date of occurrence.They should always be paid off prior to or at closing unless a
                     valid dispute exists and is fully verified and documented. Borrower(s) with tax liens will be
                     considered on a case-by-case basis.

 Bankruptcies and    All bankruptcies and foreclosures must be satisfactorily explained in writing by the Borrower.
     Foreclosures    Evidence of bankruptcy and discharge documents must be provided. Age of bankruptcy is counted
                     from the discharge date. Age of a foreclosure is counted from the consummation of the sale.
                     Borrower(s) with double bankruptcy will be considered on a case-by-case basis.

   Credit History    For Borrower(s) to be eligible for the programs, they must exhibit at least four active major
                     consumer credit and/or mortgage accounts. Borrower(s) with no credit history will be considered
                     on a case-by-case basis. Some type of credit verification should be attempted (i.e., utility accounts,
                     telephone accounts, rental accounts, etc.).

        “Rolling”    “Rolling” derogatories (30, 60, 90 days, etc.) reflected on the credit report or other form of
     Derogatories    verification for major and minor consumer credit shall be counted as one credit event.


                     2.3.5 MORTGAGE VERIFICATION

Mortgage Payment     All mortgage payment histories must be verified (computer generated or typed, not handwritten)
          History    for the past 12 months by one of the following methods:

                     1.   Verification of Mortgage (VOM);
                     2.   Statement or payment history from the lender/servicer;
                     3.   Credit Report; or
                     4.   Cancelled checks (legible) from the Borrower for the past 12 months.

  Rental Payment     If the Borrower previously rented, a 12-month rental history must be verified by:
          History
                     1. Verification of Rents (VOR);
                     2. Statement from the landlord; or
                     3. Cancelled rent checks (legible) from the Borrower for the past 12 months.
                     Mortgage delinquencies will be evaluated in the following manner:

        Mortgage     Refinances: Mortgage delinquencies to be counted toward the mortgage credit rating will be those
    Delinquencies    on the subject property only. Mortgage delinquencies on other properties will be counted in the
                     major consumer credit rating. If the subject property is currently owned free and clear, the
                     mortgage credit rating is not applicable.

                     Purchases: The mortgage delinquencies to be counted toward the mortgage credit rating will be
                     those on the Borrower’s previous or current primary residence. If the Borrower previously rented,
                     the rental payment history for the prior 12 months will be used in place of the mortgage rating.


                    Revision date, May 2005                                                                               31
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                       2.3.6 ASSET VERIFICATION

 Asset Verification    Assets for reserve requirements should be properly verified on purchase money transactions and,
         Required      where applicable, on rate/term refinances. Asset verification is required for cash-out refinances and
                       may not include the cash-out amount.

 Acceptable Asset      Acceptable asset verification for checking, savings, or money market accounts includes a Verification
      Verification     of Deposit (VOD) with a two-month average balance for each account or three months of recent
                       consecutive statements for each account.

        Gift Funds     For non-Agency Eligible Loans, gifts from immediate family members are only allowed for purchase
                       money transactions involving primary residences.A gift letter signed and dated by the donor is
                       required and must include the amount of the gift funds and that no repayment is expected or implied.
                       Verification of receipt of the gift funds by the Borrower is required through deposit receipt or bank
                       statement. Five percent of the monies paid must be from the Borrower’s own funds.This requirement
                       may only be waived by TMHL.

Third Party Funds      Contributions from interested parties such as the Seller, Builder, Realtor, etc., are allowed for purchase
                       transactions involving primary residences and second homes only, up to a maximum of six percent (six
                       percent on second homes subject to LTV restrictions per program guidelines) of the lesser of the
                       sales price or appraised value, and must be applied to closing costs only, not to prepaids.

Acceptable Assets      Additional acceptable sources of funds if properly verified, include, but are not limited to:

                       1.   U.S. Savings Bonds;
                       2.   Stocks/bonds/mutual funds;
                       3.   Sale of Property or Real Property;
                       4.   Repayment of a loan;
                       5.   IRA/Keogh Accounts;
                       6.   Trust Accounts; and
                       7.   Deposit on Sales Contract.

    Unacceptable       Unacceptable sources of funds include, but are not limited to:
          Assets
                       1.   Credit card advances;
                       2.   Any borrowed funds not secured by an asset;
                       3.   Cash on hand;
                       4.   Sweat equity; and
                       5.   Trade equity.

  Lease / Purchase     In a lease/purchase option transaction where the purchase option is being exercised, the original lease/
      Transactions     purchase option agreement must have had a maximum term of at least 12 months. Only the amount
                       of rent paid in excess of proven market rents for the area may be applied toward the required down
                       payment.The property appraiser must determine the market rents.

Minimum Reserves       Borrower(s) is required to retain a minimum of two months reserves. See program guidelines
                       for specifics.




                      Revision date, May 2005                                                                                 32
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  2.3.7 LLC’S AND TRUSTS
  Trust Review Procedures:

  1. Inter Vivos Revocable Trusts (Meets FNMA guidelines):
     Correspondent must include the following documentation in the purchase package for review:
     a.) Certified copy of the fully executed Trust Agreement; and
     b.) Opinion letter from legal counsel stating Trust Agreement meets FNMA guidelines for an
          Inter Vivos Revocable Trust; or
     c.) Certification that Trust meets FNMA guidelines for an Inver Vivos Revocable Trust.
  2. All other Trusts (Do not meet FNMA guidelines);
     Correspondent must submit the following documentation for review and approval by TMHL
     prior to drawing documents:
     a.) Certified copy of the fully executed Trust Agreement; and
     b.) Such other documents and certifications reasonably requested by TMHL or the title company
         or required under state law.
  Limited Liability Company Review Procedures:
     Correspondent must include the following documentation in the purchase package for review by
     TMHL:
  1. Opinion letter from legal counsel;
  2. Filed Copy of the Certificate of Formation/Articles of Organization, including all amendments (or
     equivalent document used in that state);
  3. If property is located in a state other than the state where the LLC is formed, then a filed copy
     of the Certificate of Authority from the state where the property is located (equivalent
     document used in that state);
  4. Good standing Certificate(s), dated no more than 60 days prior to loan closing, for the LLC
     from the state where the property is located and from the state where the LLC is formed;
  5. Signed copy of the operating agreement, including all amendments.The agreement must be
     transaction-specific, provide the power to mortgage property and provide who is entitled to
     authorize such action;
  6. Certified resolution or unanimous consent of the managers/members of the LLC approving the
     mortgaging of property and execution of documents.The resolution or consent must designate
     who can execute documents on behalf of the LLC and include an incumbency signature section
     (authorized signer provides sample of his/her signature); and
  7. Such other documents and certifications reasonable requested by TMHL or required under state
     law.

  TMHL will review all legal documents and if any questions arise from the review,TMHL will forward
  documents to its counsel for further review and opinion.TMHL retains the right to invoice
  Correspondent for any fees or costs, both third party and internal, related to the review of
  all loans.

  TMHL’s approval of any trust or LLC loan will be valid for six (6) months from issuance. All
  supporting opinion letters, certificates and resolutions must be dated no more than sixty (60) days
  prior to the loan closing. For supporting documents dated more than sixty (60) days prior to
  closing,TMHL may, at its discretion, require a more current version, or a certification from a
  trustee/managing member that no changes have occurred since the document’s original date.




Revision date, May 2005                                                                            33
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                       2.3.8 BORROWER COMPENSATING FACTORS
                       Many Borrowers may have compensating factors to be considered. For example, a Borrower’s DTI
                       ratio may be slightly above TMHL guidelines or a Borrower’s only adverse credit may be on a very
                       minor account such as a $500 credit line at a department store or a recent $200 collection account
                       for past due parking tickets.The more minor or isolated the problem, the less it should be consid-
                       ered.This is especially true if there are strong offsetting or compensating factors involved.The fol-
                       lowing is a list of compensating factors that should be considered on every loan:

                       1. Low LTV and good property reflecting pride of ownership;
                       2. Adverse credit is minor or isolated and does not reflect Borrower’s true credit pattern;
                       3. Excellent payment history on mortgage(s) and major consumer credit;
                       4. Employment/income stability and/or potential;
                       5. Length of time in residence;
                       6. Good residual income (difference between Borrower’s gross monthly income and total
                          monthly obligations). Minimum acceptable residual income may vary based on a wage scale,
                          cost of living, etc.;
                       7. Significant reduction in monthly housing expense; and
                       8. Excellent verified cash reserves.


                       2.3.9 BORROWER NOTES

       Non-Owner For non-owner occupied properties and second homes, borrower may own a total of ten
     Occupied and mortgaged one- to four-unit properties, including the subject property and borrower's primary
    Second Homes residence. Borrower must have excellent credit and job stability. Minimum of 10 months PITI cash
                  reserves are required after closing for non-owner transactions. Contact TMHL for exceptions (See
                  Exhibit D for Loan Exception Request form).

       Number of       The number of properties owned by the borrower is unlimited if the subject mortgage is the
 Properties Owned      borrower's primary residence. However, if the subject mortgage is for a second home or a non-
                       owner occupied property, the number of properties owned is limited to ten mortgaged properties,
                       including the subject mortgage and the borrower's primary residence.

  Number of Loans      TMHL will only fund one owner occupied or second home loan and one non-owner occupied loan
                       per borrower, to be delivered under any of the TMHL loan products.

    Non-Occupant       Non-occupying co-mortgagors will be allowed on transactions involving primary residences only,
    Co-Mortgagors      provided the primary Borrower's DTI (Debt-to-Income) ratio is no more than seven percent above
                       the maximum allowable DTI ratio. Non-occupant co-borrowers are not allowed on No Ratio and
                       Stated Income Loans. A full credit package is required on the co-mortgagor, who must be an
                       immediate family member or grandparent. In the event of a refinance, the co-mortgagor must
                       already be named on the title and obligated on the current mortgage. Exceptions will be addressed
                       on a case-by-case basis. The co-mortgagor's credit profile must be as good or better than the
                       primary Borrower. All income and obligations of the Borrower must be considered in the
                       underwriting of the loan and must fall within the maximum allowable DTI ratio guidelines. The
                       co-mortgagor must sign and execute all mortgage documents and will be jointly obligated on the
                       note.

   Non-Permanent       Non-permanent resident aliens will be acceptable on primary residence loans only and must have an
Resident Aliens and    LTV that is 10% below the maximum allowable LTV for the particular program, however, in no event
 Foreign Nationals     will an LTV above 70% LTV be allowed. Social Security card, work visa, INS green card, and U.S.
                       credit history are required. TMHL follows Fannie Mae guidelines concerning foreign nationals.




                      Revision date, May 2005                                                                             34
                      This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
  Debt-to-Income Minimum of six (6) months DTI cash reserves are required after closing; not to include proceeds
            (DTI) from cash-out Refinance. If current mortgaged property is listed for sale but not sold, an additional
                  six (6) months of PITI cash reserves are required and current housing payment does not have to be
                  included in the DTI calculation.

 Requirements for For LTV's between 90.01% and 95% the maximum loan amount is $350,000. The property must be
       High LTV’s owner occupied primary residence one unit, SFR, Condo, or PUD only. Borrower must have
                  excellent credit and job stability. Gift funds are not permitted.The loan must be fully documented.

Annuity Payments Annuity payment calculations are acceptable as income for retired borrowers. Market investment
                 yields and a maximum age of 85 will be used for the calculation.

Eligible Ownership Real property must be owned in fee simple or in leasehold to be considered acceptable collateral.
            Types Leaseholds will only be acceptable if they meet Fannie Mae guidelines.

    Endorsements Standard endorsements are: ALTA 100, 116, 110.8, 111.8 (the standard for that state).




                     Revision date, May 2005                                                                           35
                     This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Underwriting

                 SECTION II:

                 2.4 MISCELLANEOUS




               Revision date, May 2005                                                              36
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                    2.4.1 TITLE ENDORSEMENTS
                    Standard endorsements are: ALTA 100, 116, 110.8, 111.8 (the standard for that state).


                    2.4.2 CASH-OUT LOANS

    Cash-out on     TMHL requires that the Borrower(s) has/have been in title to the subject property for a minimum of
Recent Purchases    six months before any cash-out. If the Borrower has been in title less than one year, the lesser of the
                    sales price or appraised value will be used to calculate LTV for all refinance transactions. If no sales
                    price is available, LTV will be reduced 10% from maximum allowable LTV for a particular program.

 Incidental Cash    If incidental cash-out involved in a rate/term refinance exceeds applicable Fannie Mae guidelines for
           Limit    conforming loan amounts, or the lesser of 2% or $20,000 for non-conforming loan amounts, the
                    loan shall be considered a cash-out refinance. Cash-out is defined as any amount paid out of
                    settlement proceeds that is not applied to valid loans secured by the subject property or acceptable
                    closing costs.This includes the payoff of credit cards, installment loans, etc., as well as cash paid to the
                    Borrower.The principal balance can be paid down at closing on an exception basis only.

 Use of Proceeds    Cash-out refinances should include an explanation of the use of the cash proceeds.

 Texas Cash-outs    Cash-outs are allowed in Texas only if Correspondent has a physical presence in Texas and has
                    demonstrable experience with Texas home equity loans.


                    2.4.3 SUBORDINATE FINANCING

                    Subordinate financing is acceptable on certain transactions. (See Section 1.3 for allowable LTVs and CLTVs
                    and programs). Repayment terms must provide for regular monthly payments to cover at least interest
                    due. Minimum five- (5) year term unless fully amortized.The following are unacceptable types of
                    secondary financing: Subordinate financing, subject to buydown plan, or programs that allow for negative
                    amortization, seller carry-back financing. Payments calculated on HELOC’s will be based on the balance
                    disbursed.


                    2.4.4 UNDERWRITER’S CERTIFICATION

                    An Eligible Loan must be re-underwritten by the Correspondent, and a new Underwriter’s
                    Certification must be issued if any of the following terms of the Eligible Loan change between the time
                    the original Underwriter’s Certificate is issued and the closing of the Eligible Loan:

                     1. Any increase in the principal balance;
                     2. An increase of the interest rate by more than 1.00%;
                     3. Any increase of the LTV either by more than 1.00% or by such lesser amount
                        as would affect the compliance of the related Eligible Loan Program; and
                     4. Any other material changes in the Eligible Loan.


                    2.4.5 USE OF AUTOMATED UNDERWRITING SYSTEMS

                    TMHL does not accept any loans underwritten by an automated underwriting system (e.g., DU, LP). Loans
                    submitted must be manually underwritten and include the correspondent's loan approval form with
                    conditions noted and signed by their underwriter.




                   Revision date, May 2005                                                                                  37
                   This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
  2.4.6 QUALITY CONTROL

  TMHL and/or its agents will conduct random pre-purchase and post-purchase quality control reviews,
  paid for by TMHL, on loans submitted by Correspondents.TMHL may require copy packages to be
  sent to TMHL or its designee. Notwithstanding any Quality Control reviews conducted by TMHL
  and/or its agents, Correspondent must maintain its own Quality Control Plan and Procedures.


  2.4.7 PREDATORY LENDING

  TMHL will not purchase any loan that could be classified as “high cost,” “covered,” “threshhold,” or
  otherwise identified as “predatory,” under any applicable federal, state or municipal law.

  TMHL will not purchase loans for which borrowers have been inappropriately steered, or loans that could
  be classified as “flipped,” or loan refinances that do not provide a “net tangible benefit” to the borrower.




Revision date, May 2005                                                                                  38
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Pricing & Lock

                   SECTION III:

                   3.1 RATE LOCK PROCEDURES




                 Revision date, May 2005                                                              39
                 This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                      3.1.1 RATE LOCK INITIATION

        Rate Lock     The Correspondent Lock Reservation must be completed online by filling out and submitting the
      Submissions     Correspondent Lock Reservation located at www.thornburgmortgage.com under “Correspondents.” All
                      locks should be submitted electronically no later than 4:30 pm EST. Correspondents will receive a lock
                      confirmation by email within 24 hours.

     Float or Lock Correspondent Lock Reservations for Eligible Loans will be accepted and registered as “floating” when
                   so noted in the comment section. Correspondent should call the Capital Markets Department to
                   convert a float to a lock.

 Rate Information Interest rate information will be transmitted each business day morning no later than 9:00 AM MT.

       Lock Period Loans may be locked for various periods (see Rate Sheet) on both purchase and refinance transactions.
                   Correspondents must deliver the Eligible Loan file to TMHL by the Lock Expiration date. Any Eligible
                   Loan files delivered after this date will be subject to worst-case re-pricing by TMHL’s Secondary
                   Mortgage Department, at its sole option.

Closed Loan Failed A minimum one percent penalty may be assessed by TMHL against any correspondent, which locks a
  Delivery Penalty loan with TMHL and ultimately sells that same loan to another investor.

   Maximum Lock No more than $10 million may be locked per day per Correspondent without prior arrangement with
        Amount TMHL.


                      3.1.2 RATE LOCK EXPIRATION

                      All purchase packages must be received by TMHL on or before the lock expiration date in a “Ready to
                      Purchase” condition. Any purchased package received prior to lock expiration and suspended for under
                      writing and/or collateral documentation will have five business days from notification of the suspension
                      clear the suspense item(s), or the loan will be subject to repricing. If the suspension is cleared within the
                      five day period, the Correspondent will be charged a one week extension fee, unless the file is received
                      by TMHL at least two business days prior to the original lock expiration. Loan locks may be extended
                      prior to the lock expiration date by the Correspondent contracting the Capital Markets Manager or his
                      designee.As long as a loan file is received prior to lock expiration, a Correspondent may request a lock
                      extension of a suspended loan. Rate locks cannot expire on Saturday, Sunday or national holidays - the
                      designated delivery date and expiration date will be advanced to the next business day.

                      Expired locks that are submitted within 90 days of the previous expiration date will be priced as of the
                      original lock date or current market, which ever has the higher rate.


                      3.1.3 RATE LOCK EXTENSION

                      Rate lock extensions will be considered on a case-by-case basis, in TMHL’s sole and absolute
                      discretion. In no case will extensions over 90 days be considered. Please contact the Capital Markets
                      Manager for extensions.




                     Revision date, May 2005                                                                                 40
                     This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Rate & Pricing

                   SECTION III:

                   3.2 PRICING PROCEDURES




                 Revision date, May 2005                                                              41
                 This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
3.2.1 PRICING POLICY
Pricing is established daily. Please consult the TMHL Rate Sheet.

Pricing is subject to change without notice, based upon market conditions.

Products That Require Prior Underwriting Approval by TMHL : Any exceptions in the TMHL
Guidelines require prior approval. For pricing questions, contact the Pricing Desk at 505.989.1900.


3.2.2 INTRA-DAY RATE CHANGES
Intra-day rate changes will be kept to a minimum and generally will only occur if the bond
markets move higher or lower than key support levels. Every effort will be made to notify the
Correspondents of rate changes as soon as possible. If rate changes occur, all Eligible Loans
that are received prior to the rate change will receive the pricing in effect prior to the pricing change.
There is no grace period for rate locks made after pricing changes.


 3.2.3 LOAN PROGRAM CHANGE PRICING
 When a change in the loan program on a particular locked loan is requested by the Correspondent, the
 new program will be priced as of the original lock date minus extension fees to bring the lock to current
 market or as of current market for the designated lock period, whichever is the worst-case pricing.


 3.2.4 PROGRAM / GUIDELINE CHANGES
 Programs are subject to change or deletion at any time. Only approved or locked loans will be honored
 when a program is no longer available. A locked loan protects rate and price only, and does not
 guarantee final approval for purchase.This Correspondent Sellers Guide is subject to change at any
 time.


 3.2.5 DAILY RATE SHEET
 For a current listing of available loan programs, please refer to the Thornburg Mortgage Daily Rate
 sheet and Section I, Originations. Quoted prices are for loans up to and including $5 million.




Revision date, May 2005                                                                                42
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
                      3.2.6 INDICES

       One-Month The average of interbank offered rates for one-month U.S. dollar-dominated deposits in the London
      LIBOR ARM market (“LIBOR”), as published in the Wall Street Journal.
                 The most recent Index figure available as of the date 30 days before each Interest Rate Change
                 Date is called the “Current Index.”

        Six-Month The average of interbank offered rates for six-month U.S. dollar-dominated deposits in the London
      LIBOR ARM market (“LIBOR”), as published in the Wall Street Journal.
                  The most recent Index figure available as of the date 30 days before each Interest Rate Change
                  Date is called the “Current Index.”

        One-Year The average of interbank offered rates for one-year U.S. dollar-dominated deposits in the London
      LIBOR ARM market (“LIBOR”), as published in the Wall Street Journal.
                 The most recent Index figure available as of the date 45 days before each Change Date is called
                 the “Current Index.”

        One-Year The weekly average yield on United States Treasury securities adjusted to a constant maturity of
    Treasury ARM one year, as made available by the Federal Reserve Board.
                 The most recent Index figure available as of the date 45 days before each Change Date is called
                 the “Current Index.”

Fixed/ARM LIBOR The average of interbank offered rates for six-month U.S. dollar-dominated deposits in the London
      (3/6, 5/6, 7/6, market (“LIBOR”), as published in the Wall Street Journal.
     10/6 months) The most recent Index figure available as of the date 45 days before each Change Date is called
                      the “Current Index.”

Fixed/ARM LIBOR The average of interbank offered rates for one-year U.S. dollar-dominated deposits in the London
 (3/1, 5/1, 7/1, 10/1) market (“LIBOR”), as published in the Wall Street Journal.
                       The most recent Index figure available as of the date 45 days before each Change Date is called
                       the “Current Index.”

         Fixed/ARM The weekly average yield on United States Treasury securities adjusted to a constant maturity of
            Treasury one year, as made available by the Federal Reserve Board.
 (3/1, 5/1, 7/1, 10/1) The most recent Index figure available as of the date 45 days before each Change Date is called
                       the “Current Index.”

 3/3 Treasury ARM The weekly average yield on United States Treasury securities adjusted to a constant maturity of
                  three years, as made available by the Federal Reserve Board.
                  The most recent Index figure available as of the date 45 days before each Change Date is called
                  the “Current Index.”




                      Revision date, May 2005                                                                            43
                      This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Shipping, Purchase & Servicing



                                   SECTION IV:

                                   4.1 DOCUMENT AND FILE DELIVERY




                                 Revision date, May 2005                                                              44
                                 This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 4.1.1 FILE DELIVERY
 Individual loans offered for purchase must be delivered to TMHL’s imaging vendor by the Lock
 Expiration date in a ready-to-purchase condition. Generally, ready-to-purchase.The preferred method
 of delivery is a paperless file via an electronic image. However,TMHL will continue to accept barcoded
 or non-barcoded paper files for an indefinite period of time. (Please refer to
 www.thornburgmortgage.com for information on loan file barcodes.)


 4.1.2 STACKING ORDER
 The required stacking orders for the Credit and Closing/Custodial Packages are attached hereto as
 Exhibits B1 and B2.


 4.1.3 TMHL REVIEW PRIOR TO PURCHASE
 Subject to governmental agency delays, final documents will be reviewed for compliance prior to
 purchase. Any Eligible Loan submitted for final review not eligible for purchase will be categorized as
 suspended.TMHL reserves the right to return any file to the Correspondent that, in its sole discretion,
 it deems to be ineligible for purchase.


 4.1.4 FOLLOW-UP DOCUMENT POLICY
 Subject to governmental agency delays, follow-up documents, such as title policies, endorsements and
 assignments thereof, and recorded security instruments, must be delivered to TMHL or its designated
 vendor within 90 days of loan purchase. For any loan file not completed within this 90-day period,
 Correspondent shall pay a penalty for each missing document as defined in the Correspondent Loan
 Purchase Agreement.

 Notification will be forwarded when additional documentation is required.

 For servicing-retained/servicing-released packages, refer to Exhibits B1 and B2.


 4.1.5 RESUBMISSION OF SUSPENDED / DENIED LOAN PACKAGES OR
 EXPIRED LOCKS
 All resubmissions will be processed as new loans. Resubmissions require new registration. Since
 a resubmitted loan may be assigned to a different TMHL reviewer, the loan may be subject to
 additional conditions.

 Expired locks that are resubmitted within 90 days of the previous expiration date will be priced as
 of the original lock date or current market, which ever has the higher rate.

 All documentation that may have expired since the original decision must be updated.The package
 may not be resubmitted until all suspension or denial conditions are met and must include a cover
 letter explaining changes that have occurred which, in the Correspondent’s opinion, make the loan
 eligible for purchase.




Revision date, May 2005                                                                            45
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 4.1.6 BORROWER PAYMENTS PRIOR TO PURCHASE
 After 90 days from the purchase of a Correspondent loan,TMHL will not process any request for
 refund of a monthly mortgage loan payment incorrectly delivered to TMHL.


 4.1.7 MERS LOAN REQUIREMENTS
 All MERS loans must be prepared and transferred per the MERS requirements which include but are
 not limited to the following:
 1. The collateral documents must reflect the appropriate MIN ID either on the mortgage if
    originated on MOM documents or on the assignment to MERS as nominee.
 2. Any MOM documents must contain the appropriate MERS language.
 3. Any assignment to MERS as nominee must be sent for recording and a certified copy provide
    to TMHL with the Closed Loans Package.
 4. The Correspondent must have registered the loan on the MERS system at least 24 hours prior
    to TMHL’s purchase and should provide a hard copy of the mortgage loan registration screen in
    to Closed Loan Package.
 5. The transfer of rights to TMHL must be registered on the MERS system within 7 days of TMHL’s
    purchase of the loan.
 6. To reflect the transfer properly, for servicing released loans the beneficial rights and servicing
    rights should be transferred and reflect TMHL’s MERS org ID of 1000586.
 7. Also at the time of transfer the custodian field should be populated with 1000648 (Deutsche
    Bank).
 8. For servicing retained loans, the transfer should reflect TMHL as beneficial rights owner and
    Deutsche Bank at custodian.
 9. The Mortgagee/Beneficiary information should auto populate if the registration is successful on
    MOM loans. The Mortgagee/Beneficiary information needs to be manually inputted on non-MOM
    loans.




Revision date, May 2005                                                                            46
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Shipping, Purchase & Servicing


                                   SECTION IV:

                                   4.2 LEGAL AND CLOSING DOCUMENT
                                   REQUIREMENTS




                                 Revision date, May 2005                                                              47
                                 This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 4.2.1 SUBMISSION OF SAMPLE LEGAL DOCUMENTS
 Prior to submission of loans, the Correspondent is to provide samples of all closing package
 documentation for all loan programs eligible for purchase.TMHL provides a list of acceptable loan
 documents by product type.These are present at www.thornburgmortgage.com.

 Printed matter in any document must not be altered without prior approval of TMHL. Correction fluid is
 not acceptable. All parties executing the document(s) must initial all corrections. Alternatives to
 preprinted forms require the approval of TMHL or are authorized changes by Fannie Mae.

 The following outline has been prepared to provide a summary of basic documentation parameters:

 Promissory Note
 1. Date of note must agree with date of all other legal documents;
 2. Address of subject property is correct, complete, and agrees with appraisal and title report;
 3. Terms of the loan are correct and agree with the final loan approval, including loan amount,
    interest rate, loan term (first and last payments), principal and interest payment, and late charge and
    grace period;
 4. Name and address of originating mortgagee is correct and complete and all Borrowers’
     name(s) agree with the Purchase Contract (where applicable), and/or original, signed Fannie
     Mae Form 1003;
 5. Borrower(s) must sign the note exactly as their name(s) appears (typed) on the signature line.
 6. Note endorsement (in blank) has been fully executed by the Seller, is correct and complete,
    and is made payable to the order of:
       (in blank)

        Its Successors and Assigns,Without Recourse
       (Beneficiary Company Name as it appears on the Note)

       By:
       Officer’s Name and Title (must be typed)

 7.  Note form used is correct and is the most recent version for product type;
 8.  Change date is correct;
 9.  Periodic and lifetime caps are complete and correct;
 10. Maximum and minimum lifetime interest rate is correct for product type (e.g., minimum interest
     rate cannot be less than the margin);
 11. Margin is correct for product type and loan purpose; and
 12. Addenda:
    a. date agrees with note,
    b. terms are correct and agree with the lock,
    c. names of Borrower(s) agree with names shown on all other legal documents,
    d. address of subject property is correct,
    e. name and address of originating mortgagee is correct and complete.




Revision date, May 2005                                                                              48
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Mortgage/Deed of Trust/Mortgage Security Deed
1. Copy must be complete, legible and certified as a true and correct copy;
2. Document date agrees with other legal documents;
3. Names of Borrower(s) agrees with names shown on all other legal documents;
4. Subject to the law of the state where the property is located, all parties who are named
    in and have executed documents are/will be vested in title. All parties vested in title are named
    in and have executed the document. Additionally, parties who have an equitable interest in the
    mortgaged property (i.e., spouses) will be required to sign this document;
5. Name and address of originating mortgagee is correct and complete and agrees with Note, except in
    the case of a MERS Loan, where the Mortgage names MERS as nominee for the Mortgagee;
6. Terms of loan are correct and agree with Note including loan amount, interest rate, loan term,
    (first and last payments) and principal and interest payments;
7. Legal description agrees with title policy commitment, abstract of title or equivalent title search;
8. Address of subject property is correct and complete and agrees with appraisal and title search;
9. All Borrower(s) names agree with names on Purchase Contract, if applicable, and original signed
    Fannie Mae Form 1003;
10. Notary acknowledgement is complete and correctly dated as of the date of the mortgage
    or later;
11. Document form is correct for product type and state where property is located, and is most
    recent version required for purchase;
12. PUD Rider:
      a. date agrees with security instrument,
      b. name of Seller agrees with security instrument,
      c. project name agrees with legal description, title information and appraisal, and
      d. is fully executed by Borrower(s);
13. Condominium Rider:
      a. date agrees with security instrument,
      b. name of Seller agrees with security instrument,
      c. property address agrees with security instrument,
      d. project name agrees with legal description, title information and appraisal, and
      e. is fully executed by Borrower(s);
14. Multifamily Properties (2–4 unit):
      a. 2 – 4 Family Rider required,
      b. date agrees with security instrument,
      c. name of Seller agrees with security instrument,
      d. property address agrees with security instrument, and
      e. is fully executed by Borrower(s);
15. ARM Rider is required:
      a. date agrees with security instrument,
      b. all data is correct; and
16. For any MERS loan, MERS Identification Number is properly reflected on upper left-hand corner of
    first page.




Revision date, May 2005                                                                           49
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 Final Typed Loan Application (Fannie Mae Form 1003)
 1. Final executed Fannie Mae Form 1003 application is in file, complete with executed addenda,
      if applicable, in addition to initial Fannie Mae Form 1003 application;
 2. The data in the final Fannie Mae Form 1003 is consistent with the closing documents;
 3. The income, assets and liabilities are consistent with the original preliminary Fannie Mae Form
     1003; and
 4. Occupancy certification indicated on Fannie Mae Form 1003 is consistent with loan program.
 Power of Attorney
 1. If Borrower(s) is not signing the documentation, a Limited Power of Attorney is required per
    Fannie Mae guidelines.
 2. The Power of Attorney:
    a. will stipulate that the mortgagor(s) has appointed a specific individual to act as the
         attorney-in-fact,
    b. will state that the purpose is to encumber, execute, mortgage or hypothecate, and will
         be signed and dated by the mortgagors,
    c. must include legal description of subject property. Legal description must agree with title
         policy/commitment, abstract of title or equivalent title search,
    d. must have all signatures notarized,
    e. must be approved by the title company, and be recorded either prior to, or concurrently
         with, the Deed of Trust,
    f. may not be of record more than six months prior to the signing of loan documents, and
    g. must reflect that the Borrower(s)’ names and the named assignee agree with all loan
         documents.
 3. If a Power of Attorney is used, the original or typed Loan Application (Fannie Mae Form 1003)
    must bear the live signature of the Borrower(s).
 4. Power of Attorney with an “X” signature:
    a. must be witnessed by two people in addition to the notary public,
    b. must be witnessed by one of the Borrowers, under the “X,”
    c. must have signature of the witnesses next to the “X” signature,
    d. must be signed by all witnesses noted in the notary journal, and
    e. must contain a notarized statement of explanation for the circumstances in the loan packages.

 Assignment of Lien(s)
 1. Certified true copy of complete, executed assignment for each endorsement appearing on
    the Promissory Note is required;
 2. Loan information must agree with Note and security instrument;
 3. Notary acknowledgement must be correct and complete;
 4. Legal description and property address must agree with security instrument and title search;
 5. Must be assigned to:
   (in blank)

    By:
                             ; and
   Officer’s Name and Title (must be typed)

 6. For MERS Loans, must be assigned to MERS and registered in the MERS System.

 Title Insurance
 1. Abstract of title or equivalent title report must be dated within six months of loan closing;
 2. Vesting Requirements:
    a. purchase transactions must have evidence of chain of title from Seller to Buyer (Borrower),
    b. refinance transactions must have evidence that title is vested in subject Borrower(s);


Revision date, May 2005                                                                              50
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 3. All vested parties have executed the security instrument and complied with all title
     requirements;
 4. If title has been conveyed within most recent 12 months, additional documentation may be
    required to ensure acceptability of transaction;
 5. Title must be “fee simple”; Leasehold property will have specific approval by TMHL prior to
    purchase; and
 6. Legal description must agree with all legal documents.

 Title Insurance Exceptions
 1. Property taxes, assessments and bonds must be paid current;
 2. Specific title endorsements must be obtained if necessary and if required by state law
    (e.g., not definable easements, mineral rights, etc.);
 3. All existing liens and judgements must have been paid or released;
 4. Insurance endorsements have been obtained to cover right of surface entry if rights are
    not specifically waived in the legal description;
 5. Title exceptions are limited to those generally acceptable in the secondary market, as
    determined by TMHL in its sole and absolute discretion;
 6. Additional title endorsements may be required;
 7. A duly authorized agent of the issuing title insurance company must countersign title
    commitment;
 8. Amount of title insurance must be equivalent to the face amount of the Note; and
 9. Title company and policy of title insurance must conform to Fannie Mae requirements.


 4.2.2 PURCHASE ADVICE REVIEW
 TMHL will provide the Correspondent with a copy of the purchase advise two (2) days prior to
 purchase. Correspondent is to review for accuracy and immediately notify TMHL of any errors. All
 requests for refunds due to purchase inaccuracies must be made within sixty (60) days. Failure to
 notify within this period may result in nonpayment.


 4.2.3 REGULATORY COMPLIANCE
 Correspondent must ensure regulatory compliance procedures are met and adhered to, which
 include, but are not limited to, state, federal and local regulatory compliance laws.


 4.2.4 RECORDATION REQUIREMENTS
 Prior approval must be obtained if the date of recordation of the Mortgage is greater than 60 days
 from the date of the funding.


 4.2.5 VESTING
 Eligible Loans may only be made to natural persons, inter vivos trusts that are acceptable to Fannie
 Mae, and non-Fannie Mae compliant trusts and limited liability company’s, in accordance with TMHL’s
 guidelines. Corporations and partnerships are not acceptable. Contact TMHL for any vesting excep-
 tions.




Revision date, May 2005                                                                               51
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 4.2.6 LOAN PURCHASE FEES
 All fees associated with the loan purchase will be deducted from the purchase proceeds. A $250
 administrative fee will be charged by TMHL on each loan. Other fees may apply, including, but not lim-
 ited to imaging fees, tax service fees, and attorney review fees.


 4.2.7 TAX SERVICE CONTRACT / FLOOD HAZARD CERTIFICATION
 A tax service contract is purchased by TMHL from the proceeds collected at the purchase of the loan.
 A “Life of Loan” Flood Hazard Certificate is required on all loans from an approved company.

 4.2.8 INCOME TAX RETURN VALIDATION
 Correspondent must confirm receipt of original, fully executed IRS Form #4506 (Request for Copy of
 Tax Returns) for each type of tax return that was evaluated in the approval process.


 4.2.9 NOTICE OF RIGHT TO CANCEL
 Saturday is included as a business day in calculating the three-day rescission period. Sunday and the
 following holidays are not included in the three-day rescission period:
      New Year’s Day              Labor Day
      Martin Luther King Day      Columbus Day
      Presidents’ Day             Veterans Day
      Memorial Day                Thanksgiving Day
      Independence Day            Christmas Day


 The three-day waiting period for expiration of the Right to Cancel (rescission) will not be waived.

 Ensure that Right to Cancel provisions follow specific state and federal requirements if
 they differ from the foregoing.


 4.2.10 HUD-1
 1. The HUD-I Settlement Statement is required on all transactions. It must be executed by all
    Borrowers, including any addenda, and must be included in areas or states not considered
    escrow closing areas. If loan is for a purchase transaction, seller must also execute their portion.The
    HUD-1 must:
     a. be certified to be true and correct,
     b. reflect both Borrower and Seller information,
     c. show Borrower(s)’ and Seller(s)’ names, title search, property address and/or that legal
        description agrees with legal documentation,
     d. show that the name of lender agrees with Note,
     e. indicate sales price and earnest money deposit agree with purchase contract,
     f. reflect fees and amounts paid by either Buyer or Seller agree with purchase contract and
        legal documentation,
     g. confirm that the principal balance of new loan agrees with loan approval and promissory
        note,
     h. include all other fees required by law to be included on the HUD-1, and
     i. if property taxes are due within sixty (60) days of closing and the tax installment has been
        issued by the taxing authority, the full annual tax amount must be collected and paid at
        closing. In addition, two months’ reserves must be collected at closing for taxes (where
        allowable under state law);


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 2. Secondary financing must agree with loan approval and conform to underwriter’s requirements; and
     if prior approval is required, confirmation must be in file. A certified copy of the second mortgage
     HUD-1 Settlement Statement is required;
 3. Credits to Borrower must indicate intent and/or purpose:
     a. closing costs must be differentiated as sales concessions or financing concessions,
     b. nonrecurring closing costs may not exceed actual costs and may not include pre-paid items,
     c. closing costs may not exceed maximum allowable contributions (two percent, six percent, or
         nine percent, depending on the loan-to-value ratio),
     d. credits for repairs and expenses must be supported, and
     e. borrower may receive an interest credit up to and including the seventh (7th) business day of
         the following month;
 4. Excessive or disallowed credits may adversely impact the investment quality of the loan package;
 5. All holdback amounts for repair(s) or completion(s) must be shown on the HUD-1;
 6. Mortgage Insurance Premium paid (if required) must agree with MI Certificate/Policy;
 7. Hazard Insurance Premium paid must agree with premium indicated on evidence of insurance;
 8. Flood Insurance Premium paid (if required) must agree with receipt and application must
     be in file;
 9. Sufficient funds must be collected to pay property taxes and insurance;
 10. Monthly escrow for payments of taxes and insurance must equal one-twelfth (1/12) of annual
     payment;
 11. Escrows for taxes and insurance are required unless prohibited by state law or if a waiver of
     escrows has been authorized, in writing, by TMHL;
 12. Aggregate adjustments for taxes and insurance must be calculated correctly and are always equal to
     a credit adjustment to the Borrower(s) (any aggregate adjustment showing as a debit on the settle-
     ment statement is NOT ALLOWED);


 4.2.11 APPRAISAL
 Original Uniform Residential Appraisal Report must:

 1. Be in file, complete with original photographs of subject property, comparable sales, and all
    addenda;
 2. Property address must agree with closing documents, insurance policies, etc;
 3. Appraiser must indicate if property is located in a flood hazard area/zone; and
 4. Ensure that the Final Value is on an “as is” basis and if appraisal is made subject to repairs or com-
    pletion; the file must contain the Certificate 442 evidence of completion with photos, which has
    been signed by the original appraiser and certificate of occupancy.

    See Section 2.2.3 for appraisal content requirements.




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 4.2.12 INSURANCE AND TAXES
 Hazard Insurance for Single Family Detached Dwellings
 1. Evidence of insurance must be acceptable to TMHL. Coverage must be 100% of the insurable
    value of the improvements as is established by the property insurer, or the unpaid principal
    balance of the mortgage, as long as it contains a replacement cost endorsement;
 2. Policy number must be indicated;
 3. Evidence of insurance or insurance binder must agree with Note and show Borrower(s)’ names
    and property address, that the mailing address is same as subject property (except for rural areas
    where a P.O. Box is used, non owner-occupied or second home loans), and the type of insurance
    agrees with loan program (an owner-occupied or second home dwelling will reflect homeowner’s
    coverage and a non owner-occupied property will reflect tenant coverage and a rent-loss insurance
    endorsement). If an evidence of insurance or insurance binder is provided at closing, a policy must
    be issued and sent within 30 days from date of insurance evidence with the proper mortgagee
    clause to Thornburg Mortgage Home Loans, Inc., c/o Central Loan Administration and Reporting,
    P.O. Box 6019, Indianapolis, I.N. 46206-6019;
 4. Generally, deductible amounts cannot exceed one percent of the policy face amount or $1,000,
    whichever is greater;
 5. Purchase transactions with escrow accounts require two months reserves, where allowable
    under state law, plus the first year premium paid prior to or at the close of escrow and a paid
    receipt is required if the premium is paid prior to closing; if paid through escrow, the full first
    year premium must be shown as a disbursement on the HUD-I Settlement Statement;
 6. Purchase transactions without escrow accounts require a paid receipt for the first year premium,
    if paid prior to closing and if paid through escrow, the full first year premium must be reflected as
    a disbursement on the HUD-I Settlement Statement;
 7. Refinances with escrow accounts require appropriate hazard insurance reserves based upon the
    next due date of the premium. Refinances with escrow accounts for hazard insurance require
    two months reserves, where allowable under state law, plus the first year premium to be paid at
    or prior to loan closing when the policy expiration date is within 60 days of closing. If the policy
    expiration date is more than 60 days after closing, all premiums due since inception of the policy
    period, plus two month reserves, must be collected. A paid receipt is required if the premium is
    paid prior to closing. If paid through escrow, the disbursement must be reflected on the HUD-1
    Settlement Statement. EXAMPLE: If the first payment is due November 1 and the insurance
    premium is due January 1, then Correspondent must collect twelve (12) months of reserves;
 8. Refinances without escrow accounts require evidence that the first year premium has been paid
    if the policy expiration date is within 60 days of close of escrow; and
 9. A copy of the Loan Sale Notification to insurance provider must be received and complete
    (See Exhibit A for Mortgagee clause).

 Hazard Insurance for Condominiums/PUD Developments
 1. Acceptable evidence of insurance will be a certificate to the master policy;
 2. Evidence of insurance must show that Borrower(s)’ names agree with Note and are shown as
    additional insured, property address agrees with loan documents, Homeowner’s Association is
    named as insured, policy number is indicated, and Mortgagee clause provides for the policy to
    be assigned to “successors and/or assigns as their interest may appear”; and
 3. A copy of the Loan Sale Notification to insurance provider must be received and complete
    (See Exhibit A for Mortgagee clause).




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 Flood Insurance
 1. A copy of completed application with paid receipt is required;
 2. Policy or application number must be indicated;
 3. Borrower(s)’ names, property address, and/or unit number, must agree with Note;
 4. Amount of coverage must be equal to the lesser of the principal balance or full insurable
    value of the improvements, and the maximum amount of flood insurance available has been
    purchased, and the maximum deductible does not exceed Fannie Mae or TMHL guidelines;
 5. A copy of the Loan Sale Notification to insurance provider must be received and complete
    (See Exhibit A for Mortgagee clause); and
 6. If flood insurance is required, refinances with escrow accounts require two months reserves
    plus the first year premium to be paid at or prior to loan closing when the policy expiration
    date is within 60 days of closing. If the policy expiration date is more than 60 days after
    closing, 14 months reserves must be collected at closing. A paid receipt is required if the
    premium is paid prior to closing. If paid at closing, the disbursement must be reflected on the
    HUD-1 Settlement Statement.
 7. Refinances with escrow accounts require appropriate flood insurance reserves based upon the next
    due date of the premium. Refinances with escrow accounts for flood insurance require two
    months reserves, where allowable under state law, plus the first year premium to be paid at or
    prior to loan closing when the policy expiration date is within 60 days of closing. If the policy
    expiration date is more than 60 days after closing, all premiums due since inception of the policy
    period, plus two months reserves, must be collected. A paid receipt is required if the premium is
    paid prior to closing. If paid through escrow, the disbursement must be reflected on the HUD-1
    Settlement Statement. EXAMPLE: If the first payment is due November 1 and the insurance
    premium is due January 1, then Correspondent must collect twelve (12) months of reserves;

 Mortgage Insurance (MI)
 1. Mortgage insurance companies acceptable to TMHL are PMI, MGIC, RMIC, GEMICO,
    Radian or UGI;
 2. Original certificate must be complete, evidencing percentage of coverage;
 3. Borrower(s)’ names, property address and Seller(s)’ name must agree with Note;
 4. MI Certificate must reflect satisfaction of all underwriting conditions;
 5. Single premiums must agree with amount reflected on HUD-I; and
 6. A copy of the MI Loan Sale Notification must be received and complete (See Exhibit A
    for Mortgagee clause).

 Property Taxes
 1. Proof that taxes have been paid and are current (i.e., annually, semi-annually, quarterly, etc.);
 2. Taxes with escrow accounts require the lesser of two months’ reserves or the maximum amount
    of reserves allowed by state law plus proof the taxes are paid and are current either prior to or at
    close of escrow when the taxes are due within 60 days of closing;

 3. Correspondent must provide current tax bill evidencing tax ID#, warranting that all assessments
    are current and are collected with the property taxes, and improvement bonds (excluding
     Mello Roos) are paid in full;
 4. Purchase transactions with escrow accounts require two months’ tax reserve, plus the current bill
     paid prior to or at the close of escrow. If paid prior to closing, a paid receipt will be required from
     the corresponding taxing authority;
 5. Purchase transactions without escrow accounts require verification of taxes paid by either a
    receipt from taxing authority or by an insurance verification;
 6. Refinances with escrow accounts require appropriate reserves based upon the next due date
    of taxes; and
 7. If taxes fall due within two months before or after the purchase date, the Correspondent is
    required to pay the taxes prior to the sale of the loan to TMHL. Should the Correspondent
    fail to do so,TMHL will bill for any delinquent penalty and interest that may occur.


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   4.2.13 ESCROW ACCOUNTS
   Loans with LTV’s less than ninety percent (90%) do not require tax and/or hazard impounds, unless
   required by state law. If Flood Insurance is required, it must be escrowed, as allowed by applicable
   state law. Escrow accounts will not be established for the payment of homeowner’s association dues.

   If taxes fall due two months before or two months after TMHL’s purchase or two months after
   TMHL’s purchase, the Correspondent is required to pay the taxes on behalf of the borrower.The
   Correspondent will be subject to any tax penalties assessed during this period. If taxes have not
   been paid up to the date of the loan’s purchase by TMHL, then the loan is subject to repurchase by
   the Correspondent. If a Correspondent is not able to advance funds to pay taxes, the tax bill may
   be faxed to the Servicing Department at 505.954.5388 to request payment. However, if the taxes are
     delinquent at the point of the payment request, all penalty and interest for late payment will be
   assessed to the Correspondent.

   Requests for reimbursement for payments of taxes must be made immediately to TMHL’s servicing
   department. All requests will be processed daily with refunds delivered via overnight mail within
   seven (7) business days of the request.

   All requests for escrow disbursements made within the sixty (60) day window for property taxes
   must be requested within ninety (90) days may result in nonpayment.

            All requests should be made to:
            Thornburg Mortgage Home Loans, Inc.
            ATTN: Servicing Department
            150 Washington Avenue, Suite 302
            Santa Fe, NM 87501


   4.2.14 PAYMENT HISTORY
   Correspondent must provide TMHL a copy of the borrower’s payment history if a loan’s first
   payment date has passed prior to purchase.


   4.2.15 PAYMENT CHANGE NOTIFICATON
   The Correspondent must make all appropriate payment change notification(s) to borrower(s) that
   occur prior to TMHL’s purchase of the loan as specified under the terms of the note that occur
   prior to TMHL’s purchase of the loan. Example: For a 1 Month LIBOR or 6 Month LIBOR with a
   payment change prior to TMHL’s purchase, the Correspondent must calculate the new interest rate,
   issue the borrower a payment change notification letter, and provide TMHL with a copy of the
   notification letter(s), prior to TMHL’s purchase of the loan.


   4.2.16 GOODBYE LETTER
   A Correspondent will not furnish borrower with a first payment and/or goodbye letter until TMHL
   has notified the Correspondent that TMHL has agreed to purchase the loan.TMHL will provide
   Correspondent with the borrower’s first payment due date to TMHL on the loan Purchase Advise.
   Correspondent will use that date when sending borrower the first payment and/or goodbye letter.
   All first payment and/or goodbye letters must meet all federal and state regulations.




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Shipping, Purchase & Servicing



                                   SECTION IV:

                                   4.3 SERVICING




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 4.3.1 SERVICING OF RELEASED ELIGIBLE LOANS

 With respect to each Eligible Loan that the Correspondent is selling to TMHL on a servicing
 retained basis, the Correspondent agrees that it shall service such Eligible Loan in accordance with
 the terms of the applicable Master Servicer Guide, as amended from time to time, except as
 otherwise provided herein.The Correspondent acknowledges that it has received a copy of the
 applicable Master Servicer Guide.

 A. Eligible Loans and Securitized Loans (Other Than Agency Eligible Loans) Purchased On or After
    December 1, 2001.

    For purposes hereof, the applicable Master Servicer Guide for Eligible Loans (other than Agency
    Eligible Loans) purchased by TMHL on or after December 1, 2001, whether or not such Eligible
    Loans become Securitized Loans, is the Wells Fargo Master Servicing Guide until and unless
    notice of an alternative Master Servicer and Master Servicer Guide is provided to the
    Correspondent.The following shall be exceptions to the Wells Fargo Master Servicing Guide, and
    the Correspondent agrees to service the applicable Eligible Loans in accordance with the Wells
    Fargo Master Servicing Guide with the following exceptions:

    1. Notwithstanding anything in the Wells Fargo Master Servicing Guide to the contrary, the
       Servicer, including any successor servicer hereunder, shall be subject to the supervision of
       the master servicer acting as agent for the Owner (in the case of a Trust and its Securitized
       Loans, a “Trust Master Servicer”), which Master Servicer or Trust Master Servicer, respectively,
       shall be obligated to ensure that the Servicer services the related Eligible Loans or
       Securitized Loans, respectively, in accordance with the provisions of the Agreement, including
       the Wells Fargo Master Servicing Guide. A Trust Master Servicer, acting on behalf of a Trust as
       Owner and any related Trustee of the Trust shall have the same rights as TMHL and the
       Master Servicer under the Agreement to enforce the obligations of the Servicer under such
       Agreement and the terms “TMHL” and “Master Servicer” as used in such Agreement, the
       Wells Fargo Master Servicing Guide and this Correspondent Sellers Guide (including
       paragraphs 2 through 13 of this subsection A and paragraphs 1 through 6 of subsection B
       below) in connection with any rights of TMHL and the Master Servicer shall refer to the
       related Trust as Owner or, as the context requires, the applicable Trust Master Servicer acting
       in its capacity as agent for the Trust.The Master Servicer or the Trust Master Servicer, as
       applicable, shall be entitled to terminate the rights and obligations of the Servicer under the
       Agreement with respect to the related Securitized Loans upon the failure of the Servicer to
       perform any of its obligations under the Agreement, which failure results in a Default under
       the Agreement.
    2. Section 150 of the Wells Fargo Master Servicing Guide (Updates and Amendments) is hereby
       amended by deleting the second paragraph thereof.
    3. Notwithstanding Section 510 of the Wells Fargo Master Servicing Guide, the Custodial
       Account for P&I may be established (i) with the corporate trust department of a financial
       institution approved by Wells Fargo as Master Servicer such that the rights of the Master
       Servicer and TMHL shall be fully protected against the claims of any creditors of the Servicer
       and of any creditors or depositors of the institution in which such account is maintained, (ii)
       within FDIC insured accounts (or other accounts approved by the Master Servicer) created,
       maintained and monitored by the Servicer or (iii) in a separate non-trust account without
       FDIC or other insurance in an institution approved by the Master Servicer. In the event that
       a Custodial Account for P&I is established pursuant to clause (ii) of the preceding sentence,
       amounts held in such Custodial Account for P&I shall not exceed the level of deposit
       insurance coverage on such account; accordingly, more than one Custodial Account for P&I
       may be established. Any amount that is at any time not protected or insured in accordance
       with the first sentence of this paragraph shall promptly be withdrawn from such Custodial
       Account for P&I and be remitted to the Master Servicer.




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      4. Section 521 of the Wells Fargo Master Servicing Guide (Custodial P&I Account Deposits) is
         hereby restated in its entirety to read as follows:
         “Servicer shall maintain separate accounting for each of the following types of funds
         deposited into the Custodial P&I Account:
         521.1 Mandatory Deposits.The following funds shall be deposited into each related Custodial
         P&I Account within two (2) Business Days after Servicer’s receipt of such amounts: (i)
         Principal collections from related Mortgage Loans (including Prepayments in Full and
         Curtailments), together with Month End Interest on such Prepayments in Full and
         Curtailments, if applicable); (ii) Interest Collections from related Mortgage Loans; (iii)
         Liquidation Proceeds and Insurance Proceeds from related Mortgage Loans other than
         proceeds held in an Escrow Account and applied to the restoration and repair of the related
         Mortgaged Property; (iv) the proceeds of any purchase of a related Mortgage Loan by the
         Servicer or sale of an REO; and, (v) prepayment fees. P&I Advances, and any MI Advances, if
         applicable, must be deposited into the appropriate Custodial P&I Account on the
         Remittance Date.
         521.2 Optional Deposits.The following funds may, but are not required to, be deposited into
         each related Custodial P&I Account: (i) late payment charges and interest; (ii) Assumption fees;
         and, (iii) unapplied funds if the Borrower that remitted such funds is not required to maintain
         Escrow Funds.”
      5. Notwithstanding Section 630.1 of the Wells Fargo Master Servicing Guide, the Servicer
         shall not be entitled to any prepayment fees. Such prepayment fees shall be remitted to the
         Master Servicer for transmission to TMHL or, with respect to Securitized Loans, in
         accordance with the applicable trust agreement, pooling and servicing agreement or other
         securitization agreement.
      6. Section 615.1 of the Wells Fargo Master Servicing Guide is amended in its entirety to read
         as follows:
         “Month End Interest — Curtailments. Servicer is obligated to pay the Master Servicer Month
         End Interest for the Prepayment Period in which a Curtailment is applied in an amount equal
         to 30 days of interest calculated on the amount of the Curtailment at the related Mortgage
         Interest Rate.The payment of Month End Interest by Servicer shall not be considered an
         advance and shall not be recoverable from the proceeds of any Mortgage Loan.The Month
         End Interest shall first come out of the Servicer’s Servicing Fee and then out of the Servicer’s
         own funds.
         Each Curtailment must be deposited into the related Custodial P&I Account within one (1)
         Business Day after receipt and Month End Interest, along with all other funds due the Master
         Servicer, must be available in the Custodial P&I Account by the Remittance Date.”
      7. A new Section 616.1 is added to the Wells Fargo Master Servicing Guide to read as follows:
         “616.1 Month End Interest — Prepayments In Full. Servicer is obligated to pay the Master
         Servicer Month End Interest for the Prepayment Period in which a Prepayment in Full is
         applied calculated in an amount equal to 30 days of interest on the amount of the
         Prepayment in Full at the related Mortgage Interest Rate.The payment of Month End Interest
         by Servicer shall not be considered an advance and shall not be recoverable from the
         proceeds of any Mortgage Loan.The Month End Interest shall first come out of the Servicer’s
         Servicing Fee and then out of the Servicer’s own funds.
         Month End Interest, along with all other funds due the Master Servicer, must be available in
         the Custodial P&I Account by the Remittance Date.”
      8. Section 630 of the Master Servicing Guide is hereby amended in its entirety to read as follows:
         “630.1 Servicing Fee Amount. In consideration of the services rendered under this
         Correspondent Sellers Guide or the Agreement, absent an Event of Default by Servicer, Ser-
         vicer shall be entitled to compensation equal to the sum of: (i) a Servicing Fee payable monthly
         relating to Curtailments and Prepayments in Full.Absent an Event of Default by Servicer,
         subject to the applicable Standards, Servicer shall also be entitled to retain any late charges,
         late payment penalty interest,Assumption fees paid by the Borrower, or any other similar



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          with respect to each Mortgage Loan, equal to the product of one-twelfth (1/12) of the
          Servicing Fee Percentage specified in the Agreement or any rider or amendment to the
          Agreement and the Scheduled Principal Balance of the Mortgage Loans; (ii) any interest
          earnings on each Custodial P&I Account, subject in the case of both (i) and (ii) to any
          adjustment for Month End Interest relating to Curtailments and Prepayments in Full.Absent an
          Event of Default by Servicer, subject to the applicable Standards, Servicer shall also be entitled
          to retain any late charges, late payment penalty interest,Assumption fees paid by the Borrower,
          or any other similar amounts not required pursuant to this Correspondent Sellers Guide to be
              deposited into the Custodial P&I Account, as additional compensation. Servicer shall pay all
          expenses incurred by it in connection with its servicing activities and shall not be entitled to
          reimbursement except as specifically provided for herein.
          630.2 Servicing Fee Source.The Servicing Fee for each Mortgage Loan shall be payable solely
          from the interest portion of the related Monthly Payment paid by the Borrower or other
          payment of interest paid with respect to the Mortgage Loan, including the interest portion,
          if any, of: (i) the proceeds of foreclosure or any judgment, writ of attachment or levy against
          Borrower or Borrower’s assets; (ii) funds paid in connection with any Prepayment in Full;
          (iii) Insurance Proceeds; or, (iv) Liquidation Proceeds. Servicer shall withdraw its Servicing
          Fee for each Mortgage Loan net of any Month End Interest relating to Prepayments in Full
          or Curtailments from the related Custodial P&I Account prior to the remittance of such
          amounts to the Master Servicer Custodial Account.
          630.3 Payment of the Servicing Fee. Servicer shall be entitled to withhold and to pay to itself
          the applicable Servicing Fee (as adjusted for Month End Interest on Prepayments in Full or
          Curtailments pursuant hereto) from any payment on account of interest or other recovery
          (including Net REO Proceeds) as received and prior to the remittance of such payments to
          the Master Servicer.”
      9. Section 650.1 (a) of the Wells Fargo Master Servicing Guide is hereby revised to read as follows:
          “(a) all payments on account representing principal and interest payments for the current
          month’s Due Date (these payments include Prepayments in Full, Curtailments and Month
          End Interest for the related Prepayment Period);”
      10. Chapter 7 of the Wells Fargo Master Servicing Guide is hereby amended to include a new
          Section 727 to read as follows:
          “Anything contained in this Chapter 7 to the contrary notwithstanding, including without
          limitation Sections 720, 721, 723 and 724, the Servicer may waive, modify or vary any term
          of any Mortgage Loan or consent to the postponement of any such term or in any manner
          grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination
          such waiver, modification, postponement or indulgence is not materially adverse to the Trust,
          provided, however, that unless the Mortgagor is in default with respect to the Mortgage Loan
          or such default is, in the judgment of the Servicer, imminent, the Servicer shall not permit
          any modification with respect to any Mortgage Loan that would change the Mortgage Interest
          Rate, forgive the payment of principal or interest, reduce or increase the outstanding principal
          balance (except for actual payments of principal) or change the final maturity date on such
          Mortgage Loan except as otherwise provided for under the Mortgage Note. In addition, the
          Master Servicer may materially modify the terms of any Mortgage Loans upon the prior
          consent of TMHL. Promptly after the execution of any assumption, modification, consolidation
          or extension of any Mortgage Loan, the Servicer shall forward to the Master Servicer copies
          of any documents evidencing such assumption, modification, consolidation or extension.
          Notwithstanding anything to the contrary contained in the Master Servicing Guide, the
          Servicer shall not make or permit any modification, waiver or amendment of any term of any
          Securitized Loan that would cause any REMIC of which the Mortgage Loan is a part to fail
          to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section
          860G(d) of the Code.”
      11. A new Section 850-A is hereby added to the Wells Fargo Master Servicing Guide to read
          as follows:
          850-A Successor to the Servicer
          In the event that the Servicer’s duties, responsibilities and liabilities should be terminated,



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            the Servicer shall discharge such duties and responsibilities during the period from the date
            it acquires knowledge of such termination until the effective date thereof with the same
            degree of diligence and prudence which it is obligated to exercise under this Master Servicing
            Guide, and shall take no action whatsoever that might impair or prejudice the rights or
            financial condition of its successor.The resignation or removal of the Servicer shall not
            become effective until a successor shall be appointed to this provision and shall in no event
            relieve the Servicer of the representations and warranties made pursuant to this
            Correspondent Sellers Guide or this Master Servicing Guide which shall be applicable to
            the Servicer notwithstanding any such resignation or termination of the Servicer. Any
            termination or resignation of the Servicer or termination of the Agreement shall not affect
            any claims that the Master Servicer or the Trustee may have against the Servicer arising out
            of the Servicer’s actions or failure to act prior to any such termination or resignation.
            Within a reasonable period of time, but in no event longer than 30 days of the appoint-
            ment of a successor entity, the Servicer shall prepare, execute and deliver to the successor
            entity any and all documents and other instruments, place in such successor’s possession all
            Mortgage Files, and do or cause to be done all other acts or things necessary or
            appropriate to effect the purposes of such notice of termination.The Servicer shall cooper-
            ate with the Trustee and the Master Servicer, as applicable, and such successor in effecting the
            termination of the Servicer’s responsibilities and rights hereunder and the transfer of
            servicing responsibilities to the successor Servicer, including without limitation, the transfer
            to such successor for administration by it of all cash amounts which shall at the time be
            credited by the Servicer to any Custodial Account or any Escrow Account or thereafter
            received with respect to the Mortgage Loans.
            The Servicer shall deliver within three (3) Business Days to the successor Servicer the
            funds in the Custodial Account and Escrow Account and all Mortgage Loan Documents and
            related documents and statements held by it hereunder and the Servicer shall account for
            all funds and shall execute and deliver such instruments and do such other things as may
            reasonably be required to more fully and definitively vest in the successor all such rights,
            powers, duties, responsibilities, obligations and liabilities of the Servicer.
            Except as otherwise provided in the Agreement, all reasonable costs and expenses incurred
            in connection with any transfer of servicing hereunder (whether as a result of termination
            or removal of the Servicer or resignation of the Servicer or otherwise), including, without
            limitation, the costs and expenses of the Master Servicer or any other Person in appointing
            a successor servicer, or of the Master Servicer in assuming the responsibilities of the Ser-
            vicer hereunder, or of transferring the Mortgage Files and the other necessary data to the
            successor servicer shall be paid by the terminated, removed or resigning Servicer from its
            own funds without reimbursement.
    12. A definition of “Prepayment Period” is hereby added to the Glossary to read as follows:
            “Prepayment Period:The calendar month preceding the month in which the related
            Remittance Date occurs.”
    13. The definition of “Curtailment Interest” in the Glossary is hereby deleted.
 B. Additional Provisions for Securitized Loans Purchased after December 1, 2001.
    For purposes hereof, the following shall be additional exceptions to the Wells Fargo Master
    Servicing Guide with respect to Eligible Loans purchased by TMHL on or after December 1, 2001
    and which are Securitized Loans and the Correspondent agrees to service the Securitized Loans
    in accordance to the Master Servicing Guide with the following exceptions and additions:
    1. Notwithstanding anything in the Wells Fargo Master Servicing Guide to the contrary,
        all notices required to be delivered to the Trustee of the related Securitized Loans under
        the Agreement shall be delivered to the Trustee at the address set forth in the related
        Transfer Notice.
    2. Notwithstanding anything in the Wells Fargo Master Servicing Guide to the contrary, the
        parties to the Agreement agree that it is appropriate, in furtherance of the intent of such




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        parties, that the applicable Trust Master Servicer and the related Trustee receive the benefit
        of the provisions of the Agreement (including the Master Servicing Guide and this
        Correspondent Sellers Guide) as intended third party beneficiaries with respect to the
        related Securitized Loans.The Servicer shall have the same obligations to the applicable Trust
        Master Servicer and the related Trustee as if they were parties to the Agreement, and the
        applicable Trust Master Servicer and the related Trustee shall have the same rights and
        remedies to enforce the provisions of the Agreement with respect to the related Securitized
        Loans, including the right to indemnification, as if they were parties to the Agreement.The
        Servicer shall only take direction from the applicable Trust Master Servicer (if direction by the
        Master Servicer is required under the Agreement) with respect to the related Securitized
        Loans unless otherwise directed by the Agreement. Notwithstanding the foregoing, all rights
        and obligations of the applicable Trust Master Servicer and the related Trustee under the
        Agreement (other than the right to indemnification) with respect to the related Securitized
        Loans shall terminate upon termination of the Trust related to such Securitized Loans with
        respect to the related Securitized Loan.
     3. Section 220.1 of Chapter 2 of the Wells Fargo Master Servicing Guide is hereby amended by:
        (i)replacing the words “Within one hundred twenty (120) days after the Seller/Servicer’s fiscal
        year end” in the first sentence thereof with “No later than March 15th of each year.” (ii)
        adding (a) No later than March 15th of each year (or if not a Business Day, the immediately
        preceding Business Day), an officer of the Servicer shall execute and deliver an Annual
        Statement of Compliance, covering the preceding calendar year, to the Trust Master Servicer
        for the benefit of TMHL, each trust owning Securitized Loans and such Trust Master Servicer
        and their respective officers, directors and affiliates. (b) No later than March 15th of each
        year (or if not a Business Day, the immediately preceding Business Day) until notified by the
        Trust Master Servicer that the following certificate is no longer required, or upon thirty (30)
        days written notice at any other time that the Trust Master Servicer provides a certification
        pursuant to the Sarbanes-Oxley Act of 2002, as it may be amended or supplemented from
        time to time, an officer of the Servicer shall execute and deliver, with respect to Securitized
        Loans for each separate trust, an Officer’s Certificate, the form of which is attached hereto as
        Exhibit J, to the Trust Master Servicer for the benefit of TMHL, the related trust owning the
        Securitized Loans and such Trust Master Servicer and their respective officers, directors and
        affiliates, certifying as to the matters set forth in such Officer’s Certificate. (c) The Servicer
        shall indemnify and hold harmless TMHL, the Trust Master Servicer and their respective
        officers, directors, agents and affiliates from and against any losses, damages, penalties, fines,
        forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses
        arising out of or based upon a breach by the Servicer or any of its officers, directors, agents
        or affiliates of its obligations under this Section 220.1 or the negligence, bad faith or willful
        misconduct of the Servicer in connection therewith. If the indemnification provided for
        herein is unavailable or insufficient to hold harmless TMHL or the Trust Master Servicer, then
        the Servicer agrees that it shall contribute to the amount paid or payable by TMHL or the
        Trust Master Servicer as a result of losses, claims, damages or liabilities of TMHL or the Trust
        Master Servicer in such proportion as is appropriate to reflect the relative fault of TMHL or
        the Trust Master Servicer on the one hand and the Servicer on the other in connection with
        a breach of the Servicer’s obligations under this Section 220.1 or the Servicer’s negligence,
        bad faith or willful misconduct in connection therewith.
     4. Chapter 7 of the Wells Fargo Master Servicing Guide is hereby amended to include a new
        Section 759, to read as follows:
        “Notwithstanding anything to the contrary contained in this Chapter 7, in connection with
        a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has
        reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or
        toxic substances or wastes, or if the related Trustee or the related Trust Master Servicer
        otherwise requests, an environmental inspection or review of such Mortgaged Property to
        be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of
        the inspection, the Servicer shall provide such Trustee and Trust Master Servicer with a
        written report of such environmental inspection. In the event that the environmental
        inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic
        substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed


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          in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to
          whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or
          wastes, the Servicer shall not, without the prior written approval of the Trust Master Servicer,
          proceed with foreclosure or acceptance of a deed in lieu of foreclosure.The Servicer shall be
          reimbursed for all Rehabilitation Advances made pursuant to this paragraph with respect to
          the related Mortgaged Property from the Custodial Account.
          The Servicer shall use its best efforts to dispose of the REO Property as soon as possible and
          shall sell such REO Property in any event within three years after title has been taken to such
          REO Property, unless (a) a REMIC election has not been made with respect to the
          arrangement under which the Mortgage Loans and the REO Property are held, and (b) the
          Servicer determines, and gives an appropriate notice to the Trust Master Servicer to such
          effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a
          period longer than three years is permitted under the foregoing sentence and is necessary to
          sell any REO Property, the Servicer shall report monthly to the Trust Master Servicer as to
          the progress being made in selling such REO Property.
          Prior to acceptance by the Servicer of an offer to sell any REO Property, the Servicer shall
          notify the Trust Master Servicer of such offer in writing which notification shall set forth all
          material terms of said offer (each a “Notice of Sale”) and receive the prior written approval
          of the Trust Master Servicer of such offer to sell. Otherwise, the Servicer shall not proceed
          with such sale.”
          Notwithstanding anything to the contrary contained in this Chapter 7, in instituting
          foreclosures or other similar proceedings, the Servicer shall institute such proceedings
          in its own name on behalf of the Trust Fund, unless otherwise required by law or
          otherwise appropriate.
      5. Section 821 of Chapter 8 of the Wells Fargo Master Servicing Guide is hereby amended by
           adding the following subsection immediately following subsection (j): (k) Failure by the
           Servicer to duly perform, within the required time period, its obligations under Section 220.1
           which failure continues unremedied for a period of thirty (30) days after the date on which
           written notice of such failure, requiring the same to be remedied, shall have been given to the
           Servicer by the Trust Master Servicer or by any master servicer responsible for master
           servicing the Securitized Loans pursuant to a securitization of such Securitized Loans.
      6. Section 824 of the Wells Fargo Master Servicing Guide (Waiver of Defaults) is hereby
          amended to change the words “The Master Servicer” to “the Master Servicer with the
          consent of the Trustee.”
      7. Section 831 of the Wells Fargo Master Servicing Guide (Grounds for Termination;
          Notification) is hereby amended to change the words “the Master Servicer” to “the Master
          Servicer, with the consent of the Trustee.”
      8. Section 833 of the Wells Fargo Master Servicing Guide is hereby amended in its entirety to
          read as follows:
          “833 Termination.The Agreement with respect to Securitized Loan held in a Trust shall
          terminate upon: (i) the later of (a) the distribution of the final payment or liquidation
          proceeds on the last Mortgage Loan to such Trust (or advances by the Servicer for the same),
          and (b) the disposition of all related REO Property acquired with respect to the Trust upon
          foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii)
          mutual consent of the Servicer, Owner and the related Trust Master Servicer in writing or (iii)
          at the sole option of Owner, without cause, upon 30 days written notice.Any such notice of
          termination shall be in writing and delivered to the Servicer by registered mail to the address
          set forth in the Agreement.The related Trust Master Servicer, the related Trustee and the
          Servicer shall comply with the termination procedures set forth in Chapter 8.”
   C. Eligible Loans and Securitized Loans (Other Than Agency Eligible Loans) Purchased Prior To
      December 1, 2001
      For purposes hereof, the applicable Master Servicer Guide for Eligible Loans (other than Agency
      Eligible Loans) purchased by TMHL prior to December 1, 2001, whether or not such Eligible
      Loans are Securitized Loans, is the Washington Mutual Master Servicer Guide until and unless
      notice of an alternative Master Servicer and Master Servicer Guide is provided to the


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         Correspondent.The following shall be exceptions to the Washington Mutual Servicer Guide,
         and the Correspondent agrees to service such Eligible Loans in accordance with the
         Washington Mutual Servicer Guide with the following exceptions:
      1. Notwithstanding the second paragraph of Section 303 of the Washington Mutual Servicer
         Guide, the Custodial Account for P&I may be established (i) with the corporate trust
         department of a financial institution approved by Washington Mutual as Master Servicer such
         that the rights of the Master Servicer and TMHL shall be fully protected against the claims of
         any creditors of the Servicer and of any creditors or depositors of the institution in which
         such account is maintained, (ii) within FDIC insured accounts (or other accounts approved by
         the Master Servicer) created, maintained and monitored by the Servicer or (iii) in a separate
         non-trust account without FDIC or other insurance in an institution approved by the Master
         Servicer. In the event that a Custodial Account for P&I is established pursuant to clause (ii) of
         the preceding sentence, amounts held in such Custodial Account for P&I shall not exceed the
         level of deposit insurance coverage on such account; accordingly, more than one Custodial
         Account for P&I may be established. Any amount that is at any time not protected or insured
         in accordance with the first sentence of this paragraph shall promptly be withdrawn from
         such Custodial Account for P&I and be remitted to the Master Servicer.
      2. Notwithstanding Section 303.01 of the Washington Mutual Servicer Guide, the account
         designation for Custodial Account for P&I shall be “[Servicer’s Name], as agent, trustee
         and/or bailee of principal and interest custodial account for TMHL, its successors and
         assigns, for various mortgagors.” Notwithstanding any other provision of the Washington
         Mutual Servicer Guide to the contrary, with respect to any Eligible Loan on which (i) a full
         prepayment is received from the related mortgagor in any calendar month or (ii) a partial
         prepayment is received from the related mortgagor in any calendar month, the Servicer shall
         deposit into the Custodial Account for P&I prior to the withdrawal date for the following
         month an amount (“compensating interest”) equal to the interest accrued on such
         prepayment from the date that the prepayment is received through the last day of the
         calendar month in which it is received at a per annum rate equal to the excess of (a) the rate
         of interest borne by the related Eligible Loan over (b) the servicing fee provided in Section
         301.02; provided, however, that with respect to prepayments received during any calendar
         month, the Servicer shall not be obligated to remit compensating interest in excess of the
         aggregate servicing fees accrued with respect to the Eligible Loans during such month.

 4.3.2 SERVICING OF RETAINED ELIGIBLE LOANS
 With respect to servicing released Eligible Loans, the Correspondent will send a “good-bye letter” to
 borrowers in compliance with the Real Estate Settlement and Procedures Act. Such letter will clearly
 indicate the TMHL servicer number, the first payment due TMHL, and the payment address. DO NOT
 SEND SUCH LETTER UNTIL THE TIME SPECIFIED IN THE REAL ESTATE SETTLEMENT PROCE-
 DURES ACT.

 Any subsequent sale of servicing by the Correspondent must have TMHL’s prior written approval.The
 approval of such subsequent sale shall be at the sole discretion of TMHL.TMHL has additional require-
 ments for Correspondents who sell loans on a “Servicing Retained” basis.Those requirements include
 minimum net worth and levels of funded loans.TMHL reserves the right to require that the
 Correspondent provide any and all information and documentation with respect to the proposed ser-
 vicer which TMHL deems necessary in order to make such determination.

  4.3.3 AGENCY ELIGIBLE LOANS
  With respect to each Agency Eligible Loan that the Correspondent is selling to TMHL on a servicing
  retained basis, the Correspondent agrees that it shall service such Agency Eligible Loans directly to
  TMHL in accordance with the specific agency servicing guidelines and in conjunction with TMHL’s
  Servicing Control Agreement. Monthly remittances shall be directed as specified in the Servicing
  Control Agreement or as otherwise directed.




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 4.3.4 CREDIT RISK MANAGER
 TMHL may appoint a Credit Risk Manager who will provide information and recommendations to
 TMHL concerning Eligible Loans. Each Correspondent selling servicing retained loans shall cooperate
 with the Credit Risk Manager and respond to all reasonable inquiries of the Credit Risk Manager
 concerning delinquent Eligible Loans, liquidated Eligible Loans and REO property.


 4.3.5 MISDIRECTED BORROWER PAYMENTS
 Correspondent shall within ten (10) business days of receipt forward any payments mistakenly sent
 by borrower to Correspondent and notify borrower of their actions.


 4.3.6 SERVICING CONTROL AGREEMENT
 For servicing retained Eligible Loans, Correspondent shall execute and comply with the
 requirements of a Servicing Control Agreement in the form set forth as Exhibit F hereto. Prior to
 remitting funds to TMHL pursuant to the Servicing Control Agreement, Correspondent shall
 email to bderesin@thornburgmortgage.com the amount and date of the remittance and the remit-
 tance report.



 4.3.7 PREPAYMENT PREMIUM REFUND
 In the event an Eligible Loan purchased by TMHL is prepaid in full by a borrower within one
 hundred eighty (180) days of the purchase of the Eligible Loan by TMHL, the Correspondent shall
 pay TMHL the premium, if any, paid by TMHL to the Correspondent for such Eligible Loan.

 In the event an Eligible Loan purchased by TMHL is prepaid in part by a borrower within ninety
 (90) days of the purchase of the Eligible Loan by TMHL in any amount which, in the aggregate,
 exceeds ten percent (10%) of the original principial balance of the loan, the Correspondent shall pay
 TMHL a pro-rated portion of the premium, if any, paid by TMHL to the Correspondent for such
 Eligible Loan.The payment shall be calculated by dividing the aggregate prepayment amount by the
 original principal balance of the loan and multiplying the result by the original premium amount.

 In the event, prior to purchase by TMHL of an Eligible Loan, a borrower prepays in part any amount
 of the outstanding principal balance of an Eligible Loan, the Correspondent shall pay to TMHL a
 pro-rated portion of the premium, if any, paid by TMHL to the Correspondent.The payment shall be
 calculated by dividing the aggregate prepayment amount by the original principal balance of the loan
 and multiplying the result by the original premium amount.




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Correspondent Eligibility


                              SECTION 5:

                              5.1 CORRESPONDENT APPROVAL




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 5.1.1 APPROVAL PROCESS
 In order to become an approved Correspondent, the mortgage originator must complete and
 submit to TMHL the Correspondent Application Package.The Correspondent Application Package
 consists of the Correspondent Application and the Correspondent Loan Purchase Agreement. Once
 approved, the Correspondent must adhere to the Correspondent Sellers Guide.

 Applicants should include in the Correspondent Application Package:
 • Résumés of all executive officers and personnel who oversee origination, underwriting, and
   servicing functions.
 • Corporations need to include Articles of Incorporation and Corporate Resolutions authorizing
   officers of the company to enter into the Correspondent Loan Purchase Agreement.
 • Partnerships should include a Partnership Agreement and all addenda thereto.
 • Sole proprietors need to include a copy of their business license.
 • Limited liability companies must provide the Certificate of Formation and Operating Agreement.
 • The applicant’s audited financial statements for the past two years and the most recent interim
   financial statement are required, along with the applicant’s written Underwriting and Quality
   Control Procedures and the latest Quality Control audit report.
 • TMHL requires a brief history (narrative) of the company.
 • Evidence of Fidelity Bond and Errors and Omissions Insurance.
 • Applicants must provide an Attorney Opinion Letter stating that the company is properly
   licensed and authorized to do business in each state where it originates loans.
 • A description of the Correspondent’s appraiser empanelling procedure is required.
 • Correspondents planning to submit Third Party Originations (TPO) must make available
   their policies and procedures for the approval and monitoring of all origination sources.TMHL
   may visit all applicants to perform on-site reviews of sample loan files as well as general office
   procedures.
 • TMHL has the right to require additional documentation and/or information, as it deems
   necessary.
 • Correspondent must notify TMHL, in writing, at time of application and after approval, of any
   pending, proposed, or actual change in direct or indirect ownership or control, whether by sale,
   transfer, merger, consolidation or otherwise, including, but not limited to, a sale of all or of any
   substantial portion of Correspondent’s assets. Correspondent must also notify TMHL of any
   change in name or reorganization of corporate form, whether or not such change materially
   affects Correspondent’s business activities or financial condition, and of any material change in
   Correspondent’s senior management.
 • Upon receipt and satisfactory review of completed documentation,TMHL will execute and
   return a signed copy of the Correspondent Loan Purchase Agreement.
 • In certain cases,TMHL reserves the right to request that the obligations of the Correspondent
   be guaranteed by a third party or principals of the Correspondent. In such case no agreements
   executed by the Correspondent shall be effective until a Form of Guaranty is executed by the
   guarantor(s). Correspondent shall provide or cause the guarantor to provide all information
   and/or documentation required by TMHL.


 5.1.2 ACCEPTABLE CORRESPONDENTS
 •   Commercial Banks.
 •   Federal Credit Unions.
 •   Mortgage Banking Institutions.
 •   Savings and Loan Associations.
 •   Savings Banks.
 •   Other entities acceptable to TMHL.



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 5.1.3 BASIC QUALIFICATIONS

 •   Depository institutions must be regulated by an agency of the federal government.
 •   Acceptable Correspondents must be HUD-Approved Mortgagees.
 •   Servicing retained applicants must have a tangible net worth, which in TMHL’s opinion, is adequate
     to honor all representations, warranties and covenants in the Correspondent Loan Purchase
     Agreement and this Correspondent Sellers Guide, but in no event less than one million dollars in
     liquid assets.
 •   Additional conditions or qualifications may be implemented from time to time, at TMHL’s sole
     discretion.




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Correspondent Eligibilty


                             SECTION V:

                             5.2 CORRESPONDENT REVIEW




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 5.2.1 ANNUAL RECERTIFICATION

 •   For “Servicing Retained” Correspondents, within 60 days of the submission of the annual
     financial statements and compliance certifications required by the Master Servicer Guide as
     amended by this Correspondent Sellers Guide,TMHL will evaluate the
     Correspondent’s financial condition.
 •    For “Servicing Released” Correspondents, the Correspondent must furnish an audited financial
      statement dated within 90 days of its fiscal year-end.Within 60 days of receipt by TMHL,TMHL
      will evaluate the Correspondent’s financial condition.
 •   TMHL, as part of its annual review of Correspondent, will apply certain criteria as set forth in
     the attached Correspondent Review Checklist.
 •    Correspondent’s failure to submit such annual statements may automatically result in the
      suspension or termination by TMHL of Correspondent’s participation as an approved TMHL
      Correspondent.
 •    Upon TMHL’s request, Correspondent must furnish to TMHL any other periodic, special, or
      other reports or information as may be necessary, reasonable, or appropriate with respect
      to Correspondent.
 •    All financial statements and reports must be in form and substance acceptable to TMHL.
 •    TMHL may also require such reports and financial information on an annual basis as to any
      and all guarantors of Correspondent, and failure to provide such information may also result
      in suspension or termination of Correspondent. In addition, the financial condition of personal
      guarantors, if any, the Correspondent’s performance as a Seller, and the quality of Eligible Loans
      previously sold to TMHL, among other criteria, will also be reviewed periodically by TMHL.
      Correspondent will provide annual evidence of Fidelity Bond and Errors and Omissions Insurance.
 •    Further, if after review of all such information TMHL determines, in its sole and absolute
      discretion, that the Correspondent no longer qualifies for the TMHL Correspondent Program,
      TMHL may terminate Correspondent’s participation in such program.
 •    Notwithstanding the foregoing, the Correspondent shall not be relieved of its liabilities and
      obligations with respect to transactions between TMHL and Correspondent prior to such
      termination.


 5.2.2 AUDITS BY TMHL

 •    Correspondent must permit TMHL and/or TMHL’s agents and representatives to conduct
      periodic examinations of Correspondent’s books and records upon twenty-four (24)
      hours-notice, including, without limitation, any books or records in Correspondent’s possession
      relating to Eligible Loans.
 •   Examinations will be conducted during normal business hours.
 •   Correspondent also agrees that TMHL is entitled, at reasonable times and upon reasonable
     notice to Correspondent, to audit Correspondent’s organizational procedures and practices and
     to examine such records and policies relating to Eligible Loans as may be necessary to satisfy
     TMHL that Correspondent has the ability to originate and, when applicable, service Eligible Loans
     and to repurchase any Eligible Loans as may be required by the terms of the Correspondent Loan
     Purchase Agreement and/or this Correspondent Sellers Guide.
 •   Correspondent authorizes TMHL to cooperate fully with any federal, state, or local authority
     conducting a formal or informal investigation, examination, or audit of Correspondent or
     Correspondent’s correspondents.




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Representations & Warranties



                                 SECTION VI:

                                 6.1 REPRESENTATIONS & WARRANTIES




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6.1 REPRESENTATIONS AND WARRANTIES

A.    Correspondent represents and warrants to TMHL that as to each Eligible Loan which is sold
      to TMHL, as of the subject Closing Date:

      1.   The information with respect to such Eligible Loan set forth in the Correspondent
           Loan Purchase Agreement and in all documents delivered to TMHL is complete, true,
           and correct and each Mortgage File contains the items required pursuant to this
           Correspondent Sellers Guide.
      2.   Immediately prior to the transfer thereof to TMHL, the Mortgage and the Mortgage
           Note are not subject to an assignment or pledge and, immediately prior to the transfer
           thereof to TMHL, the Correspondent had good and marketable title thereto, and the
           Correspondent is the sole owner and holder of such Eligible Loan free and clear of any
           and all liens, claims, encumbrances, participation interests, equities, pledges, charges, or
           security interests of any nature and has the full right and authority, subject to no interest
           or participation of, or agreement with, any other party, to sell and assign such Eligible
           Loan pursuant to this Correspondent Sellers Guide and the subject Correspondent Loan
           Purchase Agreement. Upon the transfer thereof to TMHL,TMHL will have good indefeasible
           title to, and will be the sole owner of, the Mortgage and the Mortgage Note, free and clear
           of any and all liens, claims, encumbrances, participation interests, equities, pledges,
           charges, or security interests of any nature.
      3.   The Mortgage is a valid, subsisting, and enforceable first lien on the Mortgaged Prop-
           erty, including all buildings, fixtures, installations, and improvements to the Mortgaged
           Property, and the Mortgaged Property is free and clear of all encumbrances and liens
           having parity with or priority over the first lien of the Mortgage except for liens for
           current real estate taxes, water, sewer and municipal charges not yet due and payable
           and special assessments not yet due and payable and security agreements, chattel
           mortgages, or equivalent documents related to the Mortgage. In addition, the
           Correspondent has not, and has not caused, and does not intend to place any
           additional liens against the Mortgaged Property. Each Mortgaged Property is owned by
           the Mortgagor in fee simple (except with respect to common areas in the case of con-
           dominiums, PUDs and deminimus PUDs) or by a lease hold for a term at least 5 years
           longer than the term of the related Mortgage.
      4.   The terms of the Mortgage and the Mortgage Note have not been impaired, waived,
           altered, or modified in any respect, except by a written instrument which has been
           recorded, if necessary, to protect the interest of TMHL and which has been delivered in
           accordance with this Correspondent Sellers Guide and the Correspondent Loan Pur-
           chase Agreement.The substance of any such alteration or modification, to the extent
           necessary, has been approved by the Primary Mortgage Insurer, if any, and the insurer
           under the applicable mortgage title insurance policy. As of the Closing Date, the Mort-
           gage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded,
           and the Property has not been released from the lien of the Mortgage, in whole or in
           part, except with respect to certain releases in part that do not materially affect the
           value of the Property, nor has any instrument been executed that would effect any such
           satisfaction, release, cancellation, subordination or rescission.
      5.   No instrument of release, waiver, alteration, or modification has been executed in
           connection with such Eligible Loan, and no Mortgagor has been released, in whole or in
           part, except in connection with an assumption agreement which has been approved by
           the Primary Mortgage Insurer, if any, and which is part of the Mortgage File and has been
           delivered pursuant to this Agreement.The Correspondent has not waived the
           performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such
           action would cause the Eligible Loan to be in default nor has the Correspondent
           waived any default resulting from any action or inaction by the Mortgagor.
           Construction-to-perm modifications are acceptable.
      6.   There is no default, breach, violation, or event of acceleration existing under the
           Mortgage Note or related Mortgage and no event which, with the passage of time or
           with notice and the expiration of any grace or cure period, would constitute such a
           default, breach, violation, or event of acceleration, and the Correspondent has not
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            waived any such default, breach, violation, or event of acceleration. No litigation or lawsuit
            related to the Eligible Loan is pending, or to the best of the Correspondent’s knowledge,
            threatened.There are no defaults in complying with the terms of the Mortgage, and all
            taxes, governmental assessments (including assessments payable in future installments),
            insurance premiums, water, sewer, and municipal charges, leasehold payments, ground rents
            and condominium maintenance assessments, which previously became due and owing in
            respect of or affecting the related Mortgaged Property have been paid, or an escrow of
            funds has been established in an amount sufficient, or anticipated to be sufficient, to pay for
            every such item which remains unpaid and which has been assessed but is not yet due and
            payable. The Correspondent has not advanced funds, or induced, solicited, or knowingly
            received any advance of funds by a party other than the Mortgagor, directly or indirectly,
            for the payment of any amount required by the Mortgage or the Mortgage Note.
      7.    The Mortgaged Property is free of damage and waste and in good repair, and no hazardous
            substance (including, without limitation, asbestos and radon exceeding levels permitted by
            current government regulation) is or has been used or stored or exists in, on, or under the
            Mortgaged Property, and there is no proceeding pending or threatened for the total or
            partial condemnation of the Mortgaged Property, nor has any notice of any such pending or
            threatened proceeding been received or is such a proceeding currently occurring, and the
            Mortgaged Property is undamaged by fire, earthquake or earth movement, windstorm, flood,
            tornado, or other casualty, so as to affect adversely the value of the Mortgaged Property as
            security for such Eligible Loan or the use for which the premises were intended.There is no
            pending action or proceeding directly involving any Mortgaged Property of which
            Correspondent is aware in which compliance with any environmental law, rule or regulation
            is an issue; and to the best of Correspondent’s knowledge, nothing further remains to be
            done to satisfy in full all requirements of each such law, rule or regulation.
      8.    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 Mortgaged Property which are, or may be, liens prior or equal to, or coordinate with,
            the lien of the related Mortgage and there are no delinquent tax or assessment liens
            against the Mortgaged Property.
      9.    All of the improvements which were included for the purpose of determining the appraised
            value of the Mortgaged Property were completed at the time that such Eligible Loan was
            originated and lie wholly within the boundaries and building restriction lines of such
            Mortgaged Property. No improvements on adjoining properties encroach upon the Mortgaged
            Property. No improvement located on or being part of the Mortgaged Property is in violation
            of any applicable zoning law or regulation.All inspections, licenses, and certificates required to
            be made or issued with respect to all occupied portions of the Mortgaged Property (including
            all such improvements which were included for the purpose of determining such appraised
            value) and, with respect to the use and occupancy of the same, including but not limited to a
            certificate of occupancy, have been made or obtained from the appropriate authorities and the
            Mortgaged Property is lawfully occupied under applicable law.
      10.   There do not exist any circumstances or conditions with respect to the Mortgage, the
            Mortgaged Property, the Mortgagor, or the Mortgagor’s credit standing that can be
            reasonably expected to cause private institutional investors to regard such Eligible Loan as
            an unacceptable investment, cause such Eligible Loan to become delinquent, or adversely
            affect the value or marketability of such Eligible Loan.
      11.   All parties which have had any interest in the Mortgage, whether as mortgagee, assignee,
            pledgee or otherwise, are (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. (i) organized under the laws of such state,
                  (ii) qualified to do business in such state,
                  (iii) federal credit unions, federal savings and loan associations or national banks having
                        principal offices in such state,
                  (iv) not doing business in such state, or
                  (v) not required to qualify to do business in such state.
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      12.   All payments required to be made for such Eligible Loan under the terms of the
            Mortgage Note have been made; and no Eligible Loan has ever been delinquent in pay-
            ment more than 30 days, nor has any payment been made in a calendar month other
            than the calendar month in which such payment was due (except for monthly principal
            and interest payments received in the month immediately preceding the month such
            payment was due).
      13.   On or prior to the subject Closing Date, the Correspondent has delivered originals or
            certified true copies of each of the documents with respect to such Eligible Loan. Not
            later than 90 days after the subject Closing Date, the Correspondent will deliver orig-
            inals of all such documents not so previously delivered, with evidence of recording
            thereon.The Correspondent is in possession of a complete Mortgage File with
            respect to such Eligible Loan containing all of the documents and instruments speci-
            fied to be included therein, except those documents and instruments delivered on or
            prior to the subject Closing Date or required to be delivered to TMHL not later than
            90 days after the subject Closing Date, and there are no custodial agreements in
            effect adversely affecting the right or ability of the Correspondent to make the
            deliveries of such documents. Each of the documents with respect to such Eligible
            Loan is duly executed, in due and proper form, and in form acceptable to Fannie Mae.
      14.   The Mortgage Note, Mortgage and other agreements executed in connection there
            with are original and genuine, and each is the legal, valid, and binding obligation of the
            maker thereof, enforceable in accordance with its terms, free from defenses, counter
            claims, offsets or similar disabilities on enforcement, except as such enforcement may
            be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
            enforcement of creditors’ rights generally and by general equity principles (regardless
            of whether such enforcement is considered in a proceeding in equity or at law); and
            the Correspondent has taken all action necessary to transfer such right of enforce
            ability to TMHL. All parties to the Mortgage Note and the Mortgage had legal capacity
            to execute the Mortgage Note and the Mortgage, and the Mortgage Note and the
            Mortgage have been duly and properly executed by such parties or pursuant to a
            valid power-of-attorney that has been recorded with the Mortgage.
      15.   The sale of the Mortgage Note and the Mortgage as and in the manner contemplated
            by the Eligible Loan Purchase Agreement and this Correspondent Sellers Guide is suf-
            ficient fully to transfer to TMHL all right, title, and interest of the Correspondent
            thereto as note holder and mortgagee.The Mortgage has been duly assigned and the
            Mortgage Note has been duly endorsed.The Assignment of Mortgage delivered is in
            recordable form and is acceptable for recording under the laws of the applicable juris-
            diction. The endorsement of the Mortgage Note, the delivery to TMHL of the
            endorsed Mortgage Note and such Assignment of Mortgage, and the delivery of such
            Assignment of Mortgage for recording to, and the due recording of such Assignment
            of Mortgage in the appropriate public recording office in the jurisdiction in which the
            Mortgaged Property is located are sufficient to permit TMHL to avail itself of all pro-
            tection available under applicable law against the claims of any present or future credi-
            tors of the Correspondent, and are sufficient to prevent any other sale, transfer,
            assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Cor
            respondent from being enforceable.
      16.   Any and all requirements of any law including, without limitation, usury, truth-in-lending,
            real estate settlement procedures, consumer credit protection, equal credit opportu-
            nity, or disclosure laws applicable to such Eligible Loan have been complied with, and
            the Correspondent shall maintain in its possession, available for TMHL’s inspection, as
            appropriate, and shall deliver to TMHL or its designee upon demand evidence of com-
            pliance with all such requirements including, but not limited to, the “good-bye letter”
            required by the real estate settlement and procedures act for servicing released Eligible
            Loans.The consummation of the transactions contemplated by this Correspondent Sell-
            ers Guide and the Correspondent Loan Purchase Agreement will not cause the viola-
            tion of any such laws, and such Eligible Loan does not violate any such law.
      17.   The proceeds of such Eligible Loan have been fully disbursed, there is no requirement
            for, and the Correspondent shall not make any, future advances thereunder. Any future
            advances made prior to the Closing Date have been consolidated with the principal
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            balance secured by the Mortgage, and such principal balance, as consolidated, bears a single
            interest rate and single repayment term.There is no obligation on the part of the
            Correspondent or any other party to make payments in addition to those made by the
            Mortgagor.The unpaid principal balance as of the Closing Date does not exceed the
            original principal amount of such Mortgage. 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. All costs, fees, and expenses incurred in making, or closing or
            recording such Eligible Loan have been paid.
      18.   Such Eligible Loan is covered by an ALTA mortgage title insurance policy or such other
            generally acceptable form of policy, or insurance acceptable to Fannie Mae (with all
            applicable endorsements, including without limitation, environmental lien, condominium,
            adjustable rate Eligible Loan and planned unit development endorsements, to the extent
            applicable), issued by, and the valid and binding obligation of, a title insurer acceptable to
            Fannie Mae and qualified to do business in the jurisdiction where the Mortgaged Property
            is located, insuring the Correspondent, its successors and assigns, as to the first priority
            lien of the Mortgage in the original principal amount of such Eligible Loan. Such title
            insurance policy affirmatively insures ingress and egress, and against encroachments by or
            upon the Mortgaged Property or any interest therein.The Correspondent or a prior
            holder of the Mortgage is the sole named insured of such mortgage title insurance policy
            and the assignment to Purchaser of the Correspondent’s interest in such mortgage title
            insurance policy does not require the consent of or notification to the insurer. Such
            mortgage title insurance policy is in full force and effect and will be in full force and effect
            and inure to the benefit of Purchaser upon the consummation of the transactions contem
            plated by this Correspondent Sellers Guide and the Correspondent Loan Purchase
            Agreement. No claims have been made under such mortgage title insurance policy and no
            prior holder of the Mortgage, including the Correspondent, has done, by act or omission,
            anything which would impair the coverage of such mortgage title insurance policy. In lieu
            thereof such Eligible Loan may be covered by an attorney’s opinion of title giving an
            opinion as to the first priority lien of the Mortgage provided that having such an opinion in
            lieu of title insurance complied with Fannie Mae requirements at origination.
      19.   All improvements upon the Mortgaged Property are insured against loss by fire, hazards of
            extended coverage, and such other hazards as are customary in the area where the
            Mortgaged Property is located, by an insurer having one of the two highest General Policy
            Ratings in Best’s Key Rating Guide and licensed to do business in the state in which the
            Mortgaged Property is located. If the Mortgaged Property is located 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), such Mortgaged Property is
            covered by flood insurance in accordance with applicable laws, including without limitation
            the National Flood Insurance Reform Act of 1994. Each individual insurance policy con
            forms to the requirements of Fannie Mae, is the valid and binding obligation of the insurer,
            is in full force and effect, and will be in full force and effect and inure to the benefit of
            TMHL, including any trustee acting on its behalf, upon the consummation of the
            transactions contemplated by this Correspondent Sellers Guide and the Correspondent
            Loan Purchase Agreement and contain a standard Mortgagee clause naming the
            Correspondent, its successors and assigns, as mortgagee and loss payee. All premiums
            thereon have been paid.The Mortgage obligates the Mortgagor thereunder to maintain all
            such insurance at the Mortgagor’s cost and expense, and upon the Mortgagor’s failure to
            do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the
            Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor
            and the Correspondent has not acted or failed to act so as to impair the coverage of any
            such insurance policy or the validity, binding effect, and enforceability thereof. Each such
            insurance policy is in an amount not less than the greatest of (i) 100% of the replacement
            cost of all improvements to the Mortgaged Property, (ii) the outstanding principal balance
            of the Eligible Loan, or (iii) the amount necessary to avoid the operation of any
            co-insurance provisions with respect to the Mortgaged Property, and consistent with the
            amount that would have been required as of the date of origination in accordance with
            that required by Fannie Mae.


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      20.   Such Eligible Loan, the Mortgage, and the Mortgage Note, including, without limitation,
            the obligation of the Mortgagor to pay the unpaid principal of and interest on the Mort-
            gage Note, are each 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 or the Mortgage, or the exercise of any right thereunder, render either
            the Mortgage Note or 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 no such right of rescission, set-off, counterclaim, or defense has been asserted with
            respect thereto.
      21.   Such Eligible Loan was originated by a credit union, a savings and loan association, a sav-
            ings bank, a commercial bank, a similar banking institution which is supervised and exam-
            ined by a federal or state credit union or banking authority, or is a mortgagee approved
            by HUD and has not been sold to any Person other than the Correspondent and TMHL,
            except as evidenced by an Assignment of Mortgage.
      22.   Unless otherwise set forth, principal payments on such Eligible Loan commenced no
            more than 60 days after funds were disbursed in connection with such Eligible Loan.
      23.   If at the time that such Eligible Loan was originated, the Mortgagor represented that the
            Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary residence
            unless such eligible loan was a second home or investment property and the Corre-
            spondent has no reason to believe that such representation of the Mortgagor is no
            longer true except as set forth on the Correspondent Loan Lock-in Reservation.
      24.   Except for any Additional Collateral Mortgage Loans, the Mortgage Note is not and has
            not been secured by any collateral or other security except the lien of the Mortgage.
      25.   The Mortgage contains customary and enforceable provisions which render the rights
            and remedies of the holder thereof adequate for the realization against the Mortgaged
            Property of the benefits of the security, including, (i) in the case of a Mortgage desig-
            nated as a deed of trust, by trustee’s sale and (ii) otherwise by judicial foreclosure.The
            Mortgage contains customary and enforceable provisions for the acceleration of the pay
            ment of the unpaid principal balance of such Eligible Loan in the event the related Mort-
            gaged Property is sold or otherwise transferred without the prior consent of the mort-
            gagee thereunder.There is no homestead or 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.
      26.   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
            TMHL to the trustee under the deed of trust, except in connection with a trustee’s sale
            after default by the Mortgagor.
      27.   The Mortgagor owns a fee simple interest in the Mortgaged Property, which consists of
            a parcel of real property upon which is erected a one- to four-family dwelling, an individ-
            ual condominium unit in a low-rise condominium, or an individual unit in a planned unit
            development provided, however, that any condominium unit or planned unit develop-
            ment shall conform with the applicable Fannie Mae, FHA and VA requirements regarding
            such dwellings, as applicable. Unless otherwise set forth in the Correspondent Lock
            Reservation, the Mortgaged Property is occupied by and titled in the name of the Mort-
            gagor, who is a natural person, as the Mortgagor’s principal place of residence.
      28.   No action has been taken or omitted, and no event has occurred and no state of facts
            exists or has existed on or prior to the subject Closing Date (whether or not known to
            the Correspondent on or prior to such date) which has resulted or will result in an
            exclusion from, denial of, or defense to coverage under the Primary Mortgage Insurance
            Policy, if applicable, with respect to such Eligible Loan, 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 thereunder to the insured,
            whether arising out of actions, representations, errors, omissions, negligence, or fraud of
            the Correspondent, the related Mortgagor, or any party involved in the application for
            such coverage, including the appraisal, plans and specifications, and other exhibits or
            documents submitted therewith to the insurer under such insurance policy,
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            if any, or for any other reason under such coverage, but not including the failure of such
            insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s
            financial inability to pay.
      29.   Any escrow agreements with respect to each Eligible Loan comply with applicable law and
            the related Mortgage Note.There exist no deficiencies with respect to escrow deposits
            and payments, if such are required, for which customary arrangements for repayment
            thereof have not been made, and no escrow deposits or payments of other charges or
            payments due the Correspondent have been capitalized under the Mortgage or the
            Mortgage Note.
      30.   No statement, report, or other document with respect to such Eligible Loan contains any
            untrue statement of fact or omits to state a fact necessary to make the statements con-
            tained therein not misleading.
      31.   The origination, servicing and collection practices with respect to such Eligible Loan have
            been in all material respects legal, proper, prudent, and customary in the mortgage
            origination and servicing business.
      32.   Such Eligible Loan was not selected for inclusion under this Correspondent Sellers Guide
            and the Correspondent Loan Purchase Agreement from the Correspondent’s portfolio of
            comparable loans on any basis which would have a material adverse effect on TMHL.
      33.   The Mortgagor has executed a statement to the effect that the Mortgagor has received all
            disclosure materials, if any, required by applicable law with respect to the making of the
            Eligible Loan.The Correspondent has delivered such statement to TMHL.
      34.   The appraisal report and the appraiser both satisfy the requirements of Fannie Mae and
            any applicable requirement of Title XI of the Federal Institutions Reform, Recovery and
            Enforcement Act of 1989 and the regulations promulgated thereunder, all in effect on the
            date the Eligible Loan was originated.The appraisal report with respect to the Mortgaged
            Property was signed prior to the approval of the application for such Eligible Loan by a
            qualified appraiser, duly appointed by the loan originator, 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 such application.
      35.   Such Eligible Loan is not being serviced pursuant to any agreement with a third-party
            servicer or subservicer.
      36.   Each insurance policy required to be maintained under this Correspondent Sellers Guide
            and the Correspondent Loan Purchase Agreement with respect to such Eligible Loan shall
            be a valid, binding, enforceable, and subsisting insurance policy of its respective kind and be
            in full force and effect.
      37.   No Eligible Loan was made in connection with the construction or rehabilitation of a
            Mortgaged Property unless the Eligible Loan is a construction-to-permanent mortgage loan
            which has been fully disbursed, all construction work is complete and a completion
            certificate/certificate of occupancy has been issued or in connection with facilitating the
            trade-in or exchange of a Mortgaged Property.
      38.   The Mortgagor has not notified the Correspondent and the Correspondent has no
            knowledge of any relief requested or allowed to the Mortgagor under the Soldier’s and
            Sailor’s Civil Relief Act of 1940.
      39.   There has been no fraud, dishonesty, misrepresentation, error, omission, negligence or
            similar occurrence with respect to such Eligible Loan that has taken place on the part of
            any Person including without limitation, the Mortgagor, any mortgagee, any appraiser, any
            builder or developer, or any other party involved in the origination of the Eligible Loan or
            in connection with the sale of such Eligible Loan.The Correspondent has reviewed all of
            the documents constituting the Mortgage File and has made such inquiries as it deems
            necessary to make and confirm the accuracy of the representations set forth herein.
      40.   Such Eligible Loan is not subject to any pending bankruptcy, insolvency, reorganization
            or moratorium.
      41.   All of the terms of the Mortgage Note pertaining to interest rate adjustments, payment
            adjustments and adjustments of the outstanding principal balance are enforceable, all such
            adjustments have been properly made, including the giving of any required notices, and such

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            adjustments do not and will not affect the priority of the Mortgage lien.The Correspon-
            dent, in accordance with the applicable law and the requirements of Fannie Mae, has
            performed an audit of the Eligible Loan to determine whether interest rate adjustments
            have been made in accordance with the terms of the Mortgage Note and Mortgage.
            The Correspondent shall hold TMHL harmless and indemnify TMHL against any losses,
            including attorneys’ fees and costs, which result from incorrect calculation or
            misapplication of any adjustment on any such Eligible Loan prior to the Closing Date,
            including the reimbursement of interest paid and any fines, penalties and administrative
            costs that may be incurred as a result of such miscalculation or misapplication of payments.
      42.   With respect to each Eligible Loan, the Correspondent has performed any and all escrow
            analysis of the escrow account required by applicable laws and Customary Servicing
            Procedures. Any and all escrow account adjustments have been performed in accordance
            with applicable laws and Customary Servicing Procedures. All notices and statements, with
            respect to any escrow account, required by any such laws and Customary Servicing
            Procedures have been delivered to the Mortgagor and any other required person.
      43.   With respect to each MERS Loan, a Mortgage Identification Number has been assigned
            with respect to such Mortgage Loan, and such Mortgage Identification number is accurately
            provided on the Mortgage or the Assignment of Mortgage to MERS.The Mortgage or the
            related Assignment of Mortgage to MERS has been duly and properly registered on the
            MERS System, and the transfer to TMHL has been properly reflected in the MERS System
            pursuant to TMHL’s registration instructions within 7 days of TMHL’s purchase of each
            MERS Loan.With respect to each MERS Loan, the Correspondent has not received any
            notice of liens or legal actions with respect to such Mortgage Loan, and no such notices
            have been electronically posted by MERS.
      44.   Such Eligible Loan is not classified as (a) a “high cost” loan under the Home Ownership and
            Equity Protection Act of 1994 or (b) a “high cost,” “threshold,” or “predatory” loan under
            any other applicable state, federal or local law, (c) a “flipped” loan or loan that does not pro-
            vide the borrower with a “net tangible benefit” as may be defined under any applicable state,
            federal or local law.
      45.   Correspondent has caused to be performed any and all acts required to preserve the rights
            and remedies of TMHL in any insurance policies applicable to the Eligible Loan including, with
            out limitation, any necessary notifications of insurers, assignments of policies or interests her
            rein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of TMHL.
      46.   Such Eligible Loan is not a simple interest Eligible Loan.
      47.   Correspondent has obtained a life of loan, transferable flood certification contract for such
            Eligible Loan and shall assign all such contracts to TMHL.
      48.   No Mortgagor is offered or required to purchase single premium credit insurance in
            connection with the origination of the related Eligible Loan.
      49.   The Eligible Loan does not contain provisions pursuant to which monthly payments are paid
            or partially paid with funds deposited in any separate account established by the Correspon-
            dent, the Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other than
            the Mortgagor nor does it contain any other similar provisions currently in effect which may
            constitute a “buydown” provision.The Eligible Loan is not a graduated payment mortgage
            loan and the Eligible Loan does not have a shared appreciation or other contingent interest
            feature.
      50.   No Eligible Loan has a Primary Mortgage Insurance Policy that requires the Correspondent
            or any other party except mortgagor to pay premiums on such policy.
      51.   With respect to each Trust Loan:
            a. The Mortgagor is a revocable inter vivos living trust that meets the guidelines of
                 and is acceptable to Fannie Mae or other trust approved in writing by TMHL in advance.
            b. The Mortgagor is duly formed and validly existing under the laws of the state of its
                 creation and in any other jurisdiction where the Mortgaged Property is located and
                 has all requisite power and authority to own, lease and operate its properties and
                 carry on its business as now being conducted in the State of its creation and in any
                 other jurisdiction where the Mortgaged Property is located.The trustees acting on
                 behalf of the Mortgagor have been duly authorized to bind the Mortgagor to the
                 Mortgage.
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            c. The execution and delivery of the Mortgage and the performance by the Mort-
                 gagor of its obligations thereunder (i) are within the trust’s powers; (ii) has been
                 duly authorized by all requisite trust action; (iii) will not violate, be in conflict with,
                 result in the breach of, or constitute (with due notice or lapse of time, or both) a
                 default under its trust agreement; and (iv) will not violate, be in conflict with, result
                 in the breach of, or constitute (with due notice or lapse of time, or both) a default
                 under any statute, regulation, rule order or other legal requirements applicable to
                 it, nor to our knowledge, any agreement to which the Mortgagor is bound.
      52.   With respect to each limited liability company loan:
            a. Mortgagor (i) is a limited liability company, duly organized, validly existing and in
                good standing under the laws of the State of its formation and is in good standing
                in any other jurisdiction where the Mortgaged Property is located; and (ii) has all
                requisite power and authority and all governmental certificates of authority,
                licenses, permits and qualifications to own, lease and operate its properties and to
                carry on its business as now being conducted in the State of its formation and in
                any other jurisdiction where the Mortgaged Property is located.The persons acting
                on behalf of the Mortgagor have been duly authorized to bind the Mortgagor to
                the Mortgage.
            b. The execution and delivery of the Mortgage and the performance by the Mort-
                gagor of its obligations thereunder (i) are within its company powers; (ii) has been
                duly authorized by all requisite company action; (iii) will not violate, be in conflict
                with, result in the breach of, or constitute (with due notice or lapse of time, or
                both) a default under any statute, regulation, rule or order or other legal require-
                ments applicable to it, nor to our knowledge, any agreement to which the Mort-
                gagor is bound.
      53.   With respect to Eligible Loans for which an “escrow holdback account” has been
            established:
            a. An appraiser’s final inspection report and temporary or final certificate of occu-
                pancy have been issued for the mortgaged property and are in the mortgage file;
            b. A valid and enforceable written escrow holdback agreement has been executed by
                the appropriate parties and is in the mortgage file.The escrow holdback agree-
                ment includes, among other things: (i) a specific description of the work to be c
                completed; (ii) a date on which such work must be completed; (iii) provisions for
                completion of the work and disbursement of escrow funds in the event of non-
                completion or dispute among the parties and (iv) a provision that the mortgagee’s
                rights under the escrow holdback agreement, including the mortgagee’s rights to
                the escrow funds, are automatically transferred to any assignee of the escrow hold
                back loan;
            c. The escrow funds initially retained in connection with the escrow holdback loan
                equal at least (i) 125% of the amount estimated by the contractor to complete the
                outstanding work if the outstanding work is a single contract item pursuant to a
                contract separate from the housing contract, or (ii) 150% of the amount
                estimatedthe contractor to complete the outstanding work is part of the purchase
                contract;
            d. The escrow funds and any additional settlement charges required to establish and
                administer the escrow holdback account are separately identified and itemized on
                the final HUD-1 Settlement Statement;
            e. The title insurance and mortgage insurance (if applicable) have not been, and shall
                not be, impaired or adversely affected during the escrow holdback period;
            f. Any and all requirements for completion of the improvements on the mortgaged
                property shall be satisfied, and all escrow funds shall be fully disbursed, within 90
                days after the date on which TMHL purchases the mortgage loan or the mortgage
                loan was originated;
            g. As of the date of the Certificate of Completion, there shall be no mechanics or
                similar liens or claims that have been filed for work, labor or material (and no
                rights are outstanding that under the law could give rise to such liens) affecting the
                related mortgaged property which are or may be liens prior to, or equal or coordi-
                nate with, the lien of the related mortgage; and
            h. No litigation, proceeding, claim, dispute, demand, or investigation is or shall become
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               pending or threatened relating to the escrow holdback agreement, the work to be
               performed in accordance therewith, the escrow funds or any other matter related
               thereto.
      54.   With respect to each Co-op Loan:
            a. A Co-op lien search has been made by a company competent to make the same
               which company is acceptable to FNMA and qualified to do business in the jurisdic-
               tion where the Co-op is located. A Co-op lien search shall include a search for (a)
               federal tax liens, mechanics' liens, lis pendens, judgments of record or otherwise
               against (i) the Co-op and (ii) the seller of the referenced Co-op unit, (b) filings of
               Financing Statements and (c) the deed of the Co-op project into the Co-op.
            b. (i) The terms of the related Co-op Lease is longer than the terms of the Co-op
               Loan, (ii) there is no provision in the related Co-op Lease which requires the Mort-
               gagor to offer for sale the Co-op shares owned by such Mortgagor first to the Co-op,
               (iii) there is no prohibition in the related Co-op Lease against pledging the Co-op
               shares or assigning the Co-op Lease and (iv) the Recognition Agreement includes pro-
               visions which are no less favorable to the lender than those contained in such agree-
               ment.
            c. Each original UCC financing statement, continuation statement or other governmen-
               tal filing or recordation necessary to create or preserve the perfection and priority of
               the first priority lien and security interest in the Co-op shares and Co-op Lease has
               been timely and properly made. Any security agreement, chattel mortgage or equiva-
               lent document related to the Co-op Loan and delivered to the Mortgagor or its
               designee establishes in the Mortgagor a valid and subsisting perfected first lien on and
               security interest in the Mortgaged Property described therein, and the Mortgagor has
               full right to sell and assign the same.
            d. The Seller obtained evidence that, if the Co-op building 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 Co-op is obligated to maintain at
               the Co-op's cost and expense.
            e. Such Co-op Loan is secured by shares held by a "tenant-stockholder" of a corpora-
               tion that qualifies as a Co-op housing corporation as such terms are defined in Sec-
               tion 216(b)(1) of the Internal Revenue Code of 1986, as amended, and to the best of
               the Seller's knowledge, no Co-op is subject to proceedings which would, if adversely
               determined, result in such Co-op losing its status as a Co-op housing corporation
               under Section 216(b)(1) of the Internal Revenue Code of 1986, as amended.
            f. No foreclosure action or private or public sale under the Uniform Commercial
               Code has ever been threatened or commenced with respect to the Co-op Loan.
            g. Each Co-op Security Agreement creates a valid, enforceable and subsisting first secu-
               rity interest in the collateral securing the related Mortgage Note subject only to (a)
               the lien of the related Co-op for unpaid assessments representing the obligor's pro
               rata share of the Co-op'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 and (b) other matters to which like collat-
               eral is commonly subject which do not materially interfere with the benefits of the
               security intended to be provided by the Co-op Security Agreement; provided, how-
               ever, that the appurtenant Co-op Lease may be subordinated or otherwise subject to
               the lien of any mortgage on the Co-op project.
            h. All parties to the Co-op Security Agreement had legal capacity to execute and deliver
               the Co-op Lease, the Stock Power, the Recognition Agreement, the Financing
               Statement, the Assignment of Proprietary Lease and the Co-op Security Agreement
               and such documents have been duly and properly executed by such parties; each
               Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaran-
               teed, then such Co-op shares will be transferred by the stock transfer agent of the
               Co-op if the Seller undertakes to convert the ownership of the collateral securing
               the related Co-op Loan.
            i. There is no default in complying with the terms of the Co-op Security Agreement

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          and the Co-op Lease and all maintenance charges and assessments (including
          assessments payable in the future installments, which previously became due
          and owing) have been paid, and the Correspondent has the right under the
          terms of the Mortgage Note and Recognition Agreement to pay any mainte-
          nance charges or assessments owed by the Mortgagor.
     55. With respect to each Condominium:
          1. In the case of a condominium or unit in a planned unit development ("PUD")
               project that is not covered by an individual property insurance policy, the
               condominium or PUD project is covered by a “master”or "blanket" property
               insurance policy and there exists and is in the Mortgage File a certificate of
               property insurance showing that the individual unit that secures the first
               mortgage is covered under such policy.
          2. The mortgage title insurance policy covering each unit mortgage in a condo-
               minium project related to such Mortgage Loan meets all requirements of
               FNMA.
          3. If the residential dwelling on the Mortgaged Property is a condominium unit or
          a unit in a PUD (other than a de minimis planned unit development) such
               condominium or PUD project meets the eligibility requirements of FNMA
               except for the maximum loan amount.
          4. The Mortgagor owns a fee simple interest in the Mortgaged Property which
               consists of an individual condominium unit in a low-rise condominium or an
               individual unit in a planned unit development or a single parcel of real property
               with a Co-op housing development erected thereon provided, however, that
               any condominium unit or planned unit development shall conform with the
               applicable FNMA requirements regarding such dwellings, as applicable.
  B. The Correspondent hereby represents and warrants to TMHL as of the date of execution of
     the Correspondent Loan Purchase Agreement and each Closing Date as follows:
     1.   The Correspondent is a corporation or limited liability company and is duly
          organized, validly existing, and in good standing under the laws of the state of its
          incorporation or formation, and has all licenses and permits necessary to carry on its
          business as now being conducted and is licensed, qualified and in good standing
          in the states where the Mortgaged Properties are located if the laws of such
          states require licensing or qualification in order to conduct business of the type
          conducted by the Correspondent and to the extent necessary to ensure the
          enforceability of each Eligible Loan and, to the extent possible, the servicing of
          each Eligible Loan in accordance with this Correspondent Sellers Guide and the
          Correspondent Loan Purchase Agreement; the Correspondent acquired title to
          the Eligible Loans in good faith, without notice of any adverse claim; the Corre-
          spondent has corporate or limited liability company power and authority to hold
          each Eligible Loan, to sell each Eligible Loan, and to enter into, execute, and
          deliver the Correspondent Loan Purchase Agreement, and all documents and
          instruments executed and delivered pursuant hereto and thereto, and to perform
          its obligations in accordance therewith and with this Correspondent Sellers Guide;
          the execution, delivery, and performance of and under this Correspondent Sellers
          Guide, the Correspondent Loan Purchase Agreement, and the Custodial Agree-
          ment, if applicable (including all instruments of transfer to be delivered pursuant
          thereto) by the Correspondent and the consummation of the transactions con-
          templated thereby have been duly and validly authorized; this Correspondent Sell-
          ers Guide, the Correspondent Loan Purchase Agreement, and the Custodial Agree-
          ment, if applicable, evidence the valid, binding and enforceable obligations of the
          Correspondent; and all requisite corporate or limited liability company action has
          been taken by the Correspondent to make this Correspondent Sellers Guide, the
          Correspondent Loan Purchase Agreement, and the Custodial Agreement, if applica-
          ble, valid and binding upon the Correspondent in accordance with their respective
          terms.
     2.   No consent, approval, authorization, or order of any court or governmental agency or
          body relating to the transactions contemplated by this Correspondent Sellers Guide,
          the Correspondent Loan Purchase Agreement, or the Custodial Agreement,
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            if applicable, including, without limitation, the transfer of legal title to the Eligible Loans to
            TMHL is required or, if required, such consent, approval, authorization, or order has been
            or will, prior to the subject Closing Date, be obtained except for any recordation of
            Assignments of the Mortgages to and for the benefit of TMHL pursuant to this Corre-
            spondent Sellers Guide and the Correspondent Loan Purchase Agreement.
      3.    The consummation of the transactions contemplated by this Correspondent Sellers
            Guide, the Correspondent Loan Purchase Agreement, and the Custodial Agreement, if
            applicable, are in the ordinary course of business of the Correspondent and will
            not result in the breach of any term or provision of the charter or by-laws of the Corre-
            spondent or result in the breach of any term or provision of, or conflict with or consti-
            tute a default under, or result in the acceleration of any obligation under, any agreement,
            indenture, loan or credit agreement, or other instrument to which the Correspondent or
            its property is subject, or result in the violation of any law, rule, regulation, order, judg-
            ment or decree to which the Correspondent or its property is subject.
      4.    Neither the Correspondent Loan Purchase Agreement nor any statement, report, or
            other document furnished or to be furnished pursuant to this Correspondent Sellers
            Guide and the Correspondent Loan Purchase Agreement or in connection with the tran-
            sactions contemplated hereby contains any untrue statement of fact or omits to state a
            fact necessary to make the statements contained herein or therein not misleading.
      5.    There is no action, suit, proceeding or investigation pending or threatened against the
            Correspondent which, either in any one instance or in the aggregate, may result in any
            material adverse change in the business, operations, financial condition, properties, or
            assets of the Correspondent, or in any material impairment of the right or ability of the
            Correspondent to carry on its business substantially as now conducted, or in any material
            liability on the part of the Correspondent, or which would draw into question the valid-
            ity of this Correspondent Sellers Guide, the Correspondent Loan Purchase Agreement,
            the Custodial Agreement, if applicable, or the Eligible Loans or of any action taken or to be
            taken in connection with the obligations of the Correspondent contemplated herein or
            therein, or which would be likely to impair materially the ability of the Correspondent to
            perform its obligations thereunder.
      6.    The Correspondent does not believe, nor does it have any reason or cause to believe,
            that it cannot perform each and every covenant contained in this Correspondent Sellers
            Guide, the Correspondent Loan Purchase Agreement and the Custodial Agreement, if
            applicable.The Correspondent is solvent and the sale of the Eligible Loans will not cause
            the Correspondent to become insolvent.The sale of the Eligible Loans is not undertaken
            with the intent to hinder, delay or defraud any of the Correspondent’s creditors.
      7.    The Correspondent is an approved seller and/or servicer of conventional Eligible Loans
            for Fannie Mae in good standing and is a Mortgagee approved by the Secretary of HUD
            pursuant to Section 203 and 211 of the Act, with facilities, procedures and experienced
            personnel necessary for the sound servicing of Eligible Loans of the same type as the Eli-
            gible Loans. No event has occurred that would render the Correspondent unable to
            comply with Fannie Mae eligibility requirements.
      8.    The Correspondent has been advised by its independent certified public accountants that
            under generally accepted accounting principles the transfer of the Eligible Loans may be
            treated as a sale on the books and records of the Correspondent and the Correspon-
            dent has determined that the disposition of the Eligible Loans pursuant to this Corre-
            spondent Sellers Guide and the Correspondent Loan Purchase Agreement will be
            afforded sale treatment for accounting and tax purposes.
      9.    The Correspondent acknowledges and agrees that the Servicing Fee, if applicable, as
            calculated at the Servicing Fee Rate, represents reasonable compensation for performing
            such services and that the entire Servicing Fee shall be treated by the Correspondent for
            accounting and tax purposes, as compensation for the servicing and administration of the
            Eligible Loans pursuant to this Correspondent Sellers Guide and the Correspondent
            Loan Purchase Agreement.
      10.   The transfer, assignment, and conveyance of the Mortgage Notes and the Mortgages by
            the Correspondent pursuant to this Correspondent Sellers Guide, the Correspondent
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            Loan Purchase Agreement, the Custodial Agreement, if applicable, and the Assign
            ments of Mortgage are not subject to the bulk transfer or any similar statutory pro
            visions in effect in any applicable jurisdiction.
      11.    All financial statements pertaining to the Correspondent’s last three complete fiscal
            years, and to any later quarter ended more than sixty (60) days prior to the Closing
            Date, fairly present the pertinent results of operations and changes in financial posi-
            tion for each of such periods and the financial position at the end of each such period
            of the Correspondent and its subsidiaries. All such financial statements are true, correct
            and complete as of their respective dates and have been prepared in accordance with
            generally accepted accounting principles consistently applied throughout the periods
            involved, except as may be set forth in the notes thereto. In addition, the Correspon-
            dent has delivered information as to its loan gain and loss experience in respect of
            foreclosures and its loan delinquency experience for the immediately preceding
            three-year period, in each case with respect to all Eligible Loans owned by it and such
            Eligible Loans serviced for others during such period, and all such information so deliv-
            ered shall be true and correct in all material respects.There has been no change in the
            business, operations, financial condition, properties or assets of the Correspondent
            since the date of the Correspondent’s financial statements that would have a material
            adverse effect on its ability to perform its obligations under this Correspondent Sellers
            Guide and the Correspondent Loan Purchase Agreement.The Correspondent has com-
            pleted any forms reasonably requested by TMHL in a timely manner and in accordance
            with the provided instructions.
      12.   The Correspondent is not operating under any regulatory supervisory agreements and
            meets all applicable capital requirements set by the federal and/or state governmental
            agency which has jurisdiction over the Correspondent.
      13.   The consideration received by the Correspondent upon the sale of the Eligible Loans
            under this Correspondent Sellers Guide and the Correspondent Loan Purchase Agree-
            ment constitutes fair consideration and reasonably equivalent value for the Eligible Loans.
      14.   If the Correspondent is an insured depository institution, the Correspondent makes the
            following additional representations and warranties:
            a. This Correspondent Sellers Guide and the Correspondent Loan Purchase Agreement
                 conform to all applicable statutory or regulatory requirements.This Correspondent
                 Sellers Guide and the Correspondent Loan Purchase Agreement, as applicable, are:
                 (i) executed contemporaneously with the agreement reached by the Correspon-
                        dent and TMHL,
                 (ii) approved by a specific corporate or banking association resolution by the board
                       of directors of the Correspondent, which approval shall be reflected in the min-
                       utes of said board, and
                 (iii) continuously, from the time of its execution, an official record of the Correspon
                       dent.
            b. The Correspondent Loan Purchase Agreement has been duly and validly authorized
                 by a specific corporate or banking association resolution by the unanimous consent
                 of the executive committee of the board of directors of the Correspondent. A
                 copy of such resolution, certified by the corporate secretary of the Correspondent
                 or attested to by a vice president or higher officer of the Correspondent has been
                 provided to TMHL.
            c. The Correspondent will maintain a copy of the Correspondent Loan Agreement and
                 shall make same available for TMHL’s inspection and copying on five Business Days’
                 notice.
      15.   As of the subject Closing Date, the Correspondent was the owner of record of each
            Mortgage and the indebtedness evidenced by each Mortgage Note, except for the
            Assignment of Mortgage which was sent for recording, and upon recordation the
            Correspondent will be the owner of record of each Mortgage and the indebtedness evi-
            denced by each Mortgage Note, if applicable, and upon the sale of the Eligible Loans to
            TMHL, the Correspondent, if servicing the loan for TMHL, retained the Mortgage Files

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          with respect thereto in trust only reports which document the prepayment penalties
          collected on a loan-by-loan basis.
          In addition to TMHL’s and the Master Servicer’s right to otherwise audit the books and
          the Master Servicer’s right to otherwise audit the books and records of the Correspo-
          dent, upon its request TMHL shall be entitled to review the books and records
          of the Correspondent to confirm that all prepayment penalties received with respect
          to the Eligible Loans have been collected and delivered to TMHL or the Master
          Servicer.
      16. Prepayment Penalties - If an Eligible Loan provides for a prepayment penalty, such
          prepayment penalty is enforceable by TMHL and was originated in compliance with all
          applicable federal, state and local laws. Further, if Correspondent is servicing the loan
          for TMHL, Correspondent shall enforce TMHL's right to receive such prepayment
          penalty and shall deliver the prepayment penalty to TMHL as a part of its monthly
          remittance to TMHL or the Master Servicer, along with reports which document the
          prepayment penalties collected on a loan-by-loan basis. In addition to TMHL's and the
          Master Servicer's right to otherwise audit the books and records of Correspondent,
          upon its request TMHL shall be entitled to review the books and records of the Cor-
          respondent to confirm that all prepayment penalties received with respect to the Eligi-
          ble Loans have been collected and delivered to TMHL or the Master Servicer.
      17. The Correspondent shall maintain an Errors and Omissions insurance policy at all
          times, and annually provide TMHL with a copy of the insurance binder.




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Representations & Warranties


                                SECTION VI:

                                6.2 REMEDIES FOR BREACH OF
                                REPRESENTATIONS AND WARRANTIES




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 6.2 REMEDIES FOR BREACH OF REPRESENTATIONS
 AND WARRANTIES

 It is understood and agreed that the obligations, representations, warranties and covenants of the
 Correspondent set forth in this Correspondent Sellers Guide and the Correspondent Loan Purchase
 Agreement shall survive the execution and delivery of the Correspondent Loan Purchase Agreement
 and the sale of the Eligible Loans hereunder, and shall inure to the benefit of TMHL, its successors
 and/or assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
 Assignment of Mortgage or the examination of any Mortgage File.The Correspondent hereby waives
 the benefit of the applicable statutes of limitations with respect to any of the obligations, representa-
 tions, warranties and covenants of the Correspondent set forth herein, and it shall not be a defense
 in any action by TMHL against the Correspondent arising out of a breach of the Correspondent’s
 obligations, warranties, representations or covenants contained herein that TMHL knew or should
 have known of the existence of the related breach of such obligation, representation, warranty or
 covenant.

 Upon discovery by the Correspondent or TMHL, either (i) of a breach of any of the representations
 and warranties set forth in the Correspondent Loan Purchase Agreement or (ii) that any document
 constituting part of any Mortgage File is missing, mutilated, damaged, defaced, incomplete, improperly
 dated, forged, otherwise physically altered, or otherwise defective in any material respect, the discov-
 ering party shall give prompt written notice to the others of such breach or defect.The Correspon-
 dent shall use its best efforts to promptly cure in all material respects any such breach or defect
 within sixty (60) days of the earlier of either discovery by or notice to the Correspondent of such
 breach or defect, and, if such breach or defect cannot be or is not cured within such 60-day period,
 the Correspondent shall, at the option of TMHL, except in the case of a breach of a representation
 and warranty set forth in Section VI of this Correspondent Sellers Guide, repurchase the affected
 Eligible Loan or in the case of a breach of a representation and warranty set forth in Section VI of
 this Correspondent Sellers Guide, repurchase either (1) all of the Eligible Loans or (2) such of the
 Eligible Loans selected by TMHL so that, after such repurchase, such breach or defect is cured in all
 material respects. Any such repurchase shall be at the Eligible Loan Repurchase Price. If the Corre-
 spondent is servicing the Eligible Loan for TMHL, any such repurchase shall be accomplished by the
 deposit in the Collection Account of the amount of the repurchase price and notice to TMHL. If the
 Correspondent has sold the Eligible Loan to TMHL servicing released, the Correspondent shall
 deliver the Eligible Loan Repurchase Price to TMHL by wire transfer of immediately available funds
 to an account designated by TMHL.

 The Correspondent shall pay all costs and expenses incurred in connection with the repurchase of
 an Eligible Loan, or cure of a breach of a representation or warranty.
 In addition to such cure or repurchase obligations of the Correspondent set forth herein,
 the Correspondent shall indemnify and hold harmless TMHL against any losses, damages, penalties,
 fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses
 resulting from any claim, demand, defense, or assertion based on or grounded upon, or resulting
 from a breach of the Correspondent’s representations and warranties contained in this
 Correspondent Sellers Guide or the Correspondent Loan Purchase Agreement. It is understood and
 agreed that the obligations of the Correspondent set forth herein to cure or repurchase and to
 indemnify TMHL constitute the sole remedies available to TMHL respecting a breach of the foregoing
 representations and warranties.

 Any cause of action against the Correspondent relating to or arising out of the breach of any
 representation and warranty made by the Correspondent shall accrue as to any Eligible Loan
 upon (i) discovery of such breach by TMHL or notice thereof by the Correspondent to TMHL,
 (ii) failure by the Correspondent to cure such breach or repurchase such Eligible Loan as specified
 above, and (iii) demand upon the Correspondent by TMHL for all amounts payable in respect of
 such Eligible Loan.




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Confidentiality

                    SECTION VII: CONFIDENTIALITY




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  SECTION VII: CONFIDENTIALITY


  The Correspondent and TMHL acknowledge that they have a responsibility to their customers,
  whether arising from or related to the Gramm-Leach-Bliley Act and the rules and regulations
  promulgated thereunder, or under any other law, to keep records and information confidential
  and proprietary.The Correspondent and TMHL agree not to disclose, either directly or indirectly,
   to any person, firm or corporation information of any kind, nature or description concerning such
  customers and the Eligible Loans except as permitted by law.




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Defined Terms

                  SECTION VIII: DEFINED TERMS




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 SECTION VIII: DEFINED TERMS


 Account Control Agreement: The account control agreement between the originator and its
 assignee, the applicable Mortgagor and the applicable securities intermediary granting the originator
 and its assignee full control of the Pledged Asset Account.

 Additional Collateral Servicing Agreement: With respect to the Additional Collateral Mortgage
 Loans, an agreement between the originator and the Correspondent regarding the servicing of the
 Additional Collateral Mortgage Loan by the originator as the “Servicer” therein, in form and
 substance acceptable to TMHL in its sole discretion.

 Additional Collateral: Those marketable assets subject to a security interest pursuant to the
 Pledge Agreement related to each Pledged Asset Loan, together with Seller’s interest in the related
 Pledge Agreement and the related Control Agreement.

 Agency: Fannie Mae.

 Agency Eligible Loans: Eligible Loans that qualify under the rules and regulations of an Agency
 for sale to such Agency.

 Agency Transfer: The sale or transfer by TMHL of Agency Eligible Loans to Fannie Mae retaining the
 Correspondent as “servicer” thereunder.

 Agreement: The Correspondent Loan Purchase Agreement, including this Correspondent Sellers
 Guide and all documents in the Correspondent Application Package, and all exhibits thereto, all of
 which are incorporated in the Agreement by reference and made a part thereof and are an integral
 part of the Agreement, and all amendments thereof and supplements or addenda thereto.

 Annual Independent Public Accountant’s Servicing Report: A statement from a firm of
 independent public accountants which is a member of the American Institute of Certified Public
 Accountants to the effect that such firm has, with respect to the Correspondent’s overall servicing
 operations, examined such operations in accordance with the requirements of the Uniform Single
 Attestation Program for Mortgage Bankers, and such statement indicates the firm’s conclusions
 relating thereto.

 Annual Statement of Compliance: An officer’s certificate stating that (i) the Correspondent has
 complied in all material respects with the provisions of this Correspondent Sellers Guide, (ii) a
 review of the activities of the Correspondent during the preceding calendar year has been made
 under such supervision of the officers signing such officer’s certificate, and (iii) to the best of such
 officer’s knowledge based on such review, the Correspondent has fulfilled all its obligations under
 this Correspondent Sellers Guide throughout such calendar year, or, if there has been a default in
 the fulfillment of any such obligation, specifying each such default known to such officer and the
 nature and status thereof and the action being taken by the Correspondent to cure such default.

 Applicants: The entities applying to TMHL for approval as a Correspondent pursuant to the terms
 of this Correspondent Sellers Guide.

 Bailee Letter: The forms of bailee letter attached hereto as Exhibits G1 and G2.

 Base Pledge Amount: The percentage of equity required under TMHL’s underwriting guidelines
 multiplied by the property value, minus any down payment or equity.

 Business Day: Any day that the banks in New York or the state in which the Correspondent’s
 servicing operations are located are open for business to the public except a Saturday, Sunday,
 or federal holiday.

 Closing Date:With respect to each sale and purchase of an Eligible Loan hereunder, the date on
 which TMHL actually purchases, and the Correspondent actually sells, the Eligible Loan.




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 Condo-tel:A condominium unit used as a primary or secondary home by a mortgagee, which offers
 regular maid services, a rental desk and/or a voluntary unit rental pool. Condominium projects with
 mandatory rental pools or that contain timeshare units are not Condo-tels.TMHL reserves sole
 discretion in determining whether any particular property qualifies as a Condo-tel.

 Co-op: A private, cooperative housing corporation, having only one class of stock outstanding, which
 owns or leases land and all or part of a building or buildings, including apartments, spaces used for
 commercial purposes and common areas therein and whose board of directors authorizes the sale
 of stock and the issuance of a Co-op Lease.

 Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
 by the Mortgagor and relating to the stock allocated to the related dwelling unit.

 Co-op Loan: An Eligible Loan secured by the pledge of stock allocated to a dwelling unit in a
 Co-op and a collateral assignment of the related Co-op Lease.

 Co-op Security Agreement: The agreement creating a security interest in the stock allocated to
 a dwelling unit in the residential cooperative housing corporation that was pledged to secure such
 Co-op Loan and the related Co-op Lease.

 Condominium: A real estate project in which each unit owner has title to a unit in a building, an
 undivided interest in the common areas of the project, and sometimes the exclusive use of certain
 limited common areas.

 Correspondent: The seller of an Eligible Loan to TMHL pursuant to the terms of the
 Correspondent Loan Purchase Agreement and this Correspondent Sellers Guide.The term
 “Correspondent,” when Eligible Loans are sold servicing retained, shall be deemed to mean
 “Servicer” as used in the Master Servicer Guide.

 Correspondent Application: The application to be completed by an applicant as set forth in this
 Correspondent Sellers Guide.

 Correspondent Application Package: The application package delivered to an applicant which
 consists of the Correspondent Application and the Correspondent Loan Purchase Agreement.

 Correspondent Loan Purchase Agreement: The agreement, which incorporates the terms of
 this Correspondent Sellers Guide by reference, between the Correspondent and TMHL pursuant
 to which the Correspondent sells to TMHL, and TMHL purchases from the Correspondent, the
 Eligible Loans.

 Correspondent Lock Reservation: Executed by TMHL and the Correspondent which confirms the
 locked-in price and rate.

 Correspondent Sellers Guide:TMHL Correspondent Sellers Guide in effect on the Effective Date,
 as amended, modified or restated by TMHL, from time to time, in accordance with Section 4 of the
 Agreement.
 Debt-to-Income: The ratio of the borrower(s) debt to monthly income.

 Default: Any default under the terms of the Agreement, this Correspondent Sellers Guide or the
 Master Servicer Guide, as applicable.

 Effective Date: The date of the Agreement.

 Eligible Assets: The assets as defined by the Pledge Agreement.

 Eligible Loan: A mortgage loan which satisfied the criteria set forth in this Correspondent Sellers
 Guide which TMHL agrees to purchase in accordance with the terms of the Agreement and this
 Correspondent Sellers Guide.




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 Eligible Loan Repurchase Price: (i) The outstanding principal balance of the Eligible Loan as of the
 date of repurchase multiplied by the percentage of par paid for such Eligible Loan by TMHL plus (ii)
 accrued interest on such outstanding principal balance at the Mortgage Loan interest rate from the
 date to which interest has last been paid and distributed to the Purchaser to the date of repurchase.

 Form of Guaranty: The form of guaranty delivered by TMHL to an Applicant to be executed by
 a guarantor(s), as set forth in this Correspondent Sellers Guide.

 Initial Pledge Amount: The required market value of the Pledged Asset Account as of the date of
 the Pledge Agreement. For Pledged Asset Accounts that are 100% non-cash equivalent assets, the
 Initial Pledge Amount equals the Base Pledge Amount times 143%. For Pledged Asset Accounts that
 are100% cash equivalent assets, the Initial Pledge Amount equals the Base Pledge Amount.
 Otherwise, the Initial Pledge Amount equals the Base Pledge Amount minus the value of cash equiva-
 lent assets, multiplied by 143%, plus the value of the cash equivalent assets. For example, if the Base
 Pledge Amount is $100,00 and the borrower is pledging a $50,000 CD, the Initial Pledge Amount
 equals $121,500 (($100,000 - $50,000) x 143% + $50,000).

 Limited Liability Company or LLC Loan: An Eligible Loan where title to the Mortgaged Property
 is vested in a limited liability company that has been individually approved by TMHL.

 Maintenance Pledge Amount: The minimum market value of the Pledged Asset Account that must
 be maintained for the term of the Pledge Agreement. For Pledged Asset Accounts that are 100%
 non-cash equivalent assets, the Maintenance Pledge Amount equals the Base Pledge Amount times
 120%. For Pledged Asset Accounts that are 100% cash equivalent assets, the Maintenance Pledge
 Amount equals the Base Pledge Amount. Otherwise, the Maintenance Pledge Amount equals the
 Base Pledge Amount minus the value of cash equivalent assets being pledged, multiplied by 120%,
 plus the value of the cash equivalent assets.

 Master Servicer: Any master servicer or master servicers retained by TMHL to master service
 Eligible Loans as designated by TMHL.

 Master Servicer Guide or Master Servicing Guide: The servicing guide of any Master Servicer
 retained by TMHL to master service the Eligible Loans, as amended, modified or restated by the
 Master Servicer from time to time.

 MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor
 in interest thereto.

 MERS Identification Number: The eighteen digit number permanently assigned to each MERS Loan.

 MERS Loan: Any Eligible Loan as to which the related Mortgage or Assignment of Mortgage has been
 registered in the name of MERS as nominee for the holder from time to time of the Mortgage Note
 and the Correspondent has registered the loan on the MERS system.

 MERS System: The mortgage electronic registry system maintained by MERS.

 Mortgage: The mortgage, mortgage deed, deed of trust, or other instrument creating a first lien
 on or first priority ownership interest in an estate in fee simple in real property securing a
 Mortgage Note including any assumption agreements or modifications relating thereto; except that
 with respect to real property located in jurisdictions in which the use of leasehold estates for
 residential properties is a widely accepted practice, the mortgage, mortgage deed, deed of trust or
 other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold
 estate of the Mortgagor, if the term of the leasehold estate expires at least ten (10) years after the
 expiration of the term of the Mortgage.

 Mortgage File: With respect to any Eligible Loan, a file pertaining to such Eligible Loan that contains
 the mortgage documents pertaining to such Eligible Loan which are specified in Exhibits B1 and B2
 attached hereto and any additional mortgage documents pertaining to such Eligible Loan required to
 be added to such mortgage file pursuant to this Agreement.




Revision date, May 2005                                                                               92
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
 Mortgage Interest Rate: As to each Eligible Loan at any time, the annual rate at which interest
 accrues on such Eligible Loan at such time pursuant to the related Mortgage Note.

 Mortgage Note: The promissory note or other evidence of the indebtedness of a Mortgagor
 secured by a mortgage.

 Mortgaged Property: The real property (or leasehold estate, if applicable) securing repayment
 of the debt evidenced by a Mortgage Note pursuant to the related Mortgage.

 Mortgagor: The obligor on a Mortgage Note or a person who has executed a Mortgage.

 Obligor: The Mortgagor, unless identified as a different person in the Pledge Agreement.The
 Obligor pledges their security interest in the Pledged Asset Account.

 Opinion of Counsel: A written opinion of Correspondent’s counsel in substantially the form of
 Exhibit B to the Correspondent Loan Purchase Agreement.

 Officers’ Certificate: Certificates substantially in the form required by the Correspondent Loan
 Purchase Agreement, or in such other form acceptable to TMHL, signed by authorized officers of
 the Correspondent.by any intervening assignments to the last specific assignee thereof and assigned
 in blank by such last specific assignee.

 Pledge Agreement: With respect to each Pledged Asset Loan, the agreement between the
 Mortgagor and the originator and its assignee and which may also have the applicable securities
 intermediary as a party thereto, and must have the applicable securities intermediary as a party if
 such Pledge Agreement incorporates the related Account Control Agreement, granting to the
 originator and its assignee a security interest in the Additional Collateral as additional security for
 such Pledged Asset Loan, which may incorporate the related Account Control Agreement, as
 assigned by any intervening assignments to the last specific assignee thereof and assigned in blank by
 such last specific assignee.

 Pledged Asset Account: With respect to each Pledged Asset Loan, the account in which the
 Additional Collateral is held, control of which is transferred hereunder to TMHL.

 Pledged Asset Loan: An Eligible Loan secured in part, by a Mortgaged Property and by
 Additional Collateral pursuant to the Pledge Agreement (also referred to as an Additional
 Collateral Mortgage Loan).

 Pledged Collateral: All of the Obligor’s right, title and interest in the Pledged Asset Account and
 all security entitlements therein.

 Primary Wage Earner: The individual who earns the greater gross monthly income.

 PUD (Planned Unit Development): A real estate project in which each owner has title to a
 residential lot and building and a nonexclusive right to use the common areas of the project.The
 owner may also have a right to exclusive use of certain parts of the common areas.
 Purchase Contract: The purchase contract pursuant to which a mortgagee purchases a property
 from the seller of such property.

 Purchase Date: Each date that the Correspondent sells one or more Eligible Loans to TMHL in
 accordance with the terms of the Purchase Agreement.

 Purchase Price: For each Eligible Loan purchased pursuant to the Agreement, an amount
 determined in accordance with the applicable loan lock confirmation and this Correspondent Sellers
 Guide.

 Rate Locks: The interest rate locked in by the Correspondent as set forth in the Correspondent
 Lock Reservation.

 Regulatory Compliance Laws: All applicable federal, state and local laws, rules and regulations
 applicable to the origination and servicing of mortgage loans.


Revision date, May 2005                                                                                93
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
   REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of
   the Code.

   Securities Intermediary: The approved investment broker/dealer responsible for managing the
   Pledged Asset Account.

   Securitized Loan: Any Eligible Loan which has been sold or transferred to a trust to be formed
   as part of, or which has been pledged to a Trustee in connection with, a publicly issued and/or
   privately placed, rated or unrated, mortgage-backed transaction, in each case retaining the
   Correspondent as servicer thereunder.

   Servicing Fee: For all Servicing Retained Sellers, the Servicing Fee on each loan must be at least
   the minimum required based on the following table:

                            Conforming ARM’s       37.5 bps
                            Non-conforming ARM’s   25.0 bps
                            Conforming Hybrids     25.0 bps, stepping up to 37.5 bps after the first
                                                   interest adjustment date.
                            Non-conforming Hybrids 25.0 bps

   Servicing fees may be higher than these minimums but not lower.

   Third-Party Originations: An Eligible Loan delivered to TMHL by the Correspondent which was
   originated by an entity other than the Correspondent.

   TMHL: Thornburg Mortgage Home Loans, Inc., its successors and/or assigns.

   TMHL Correspondent Program: The Correspondent program as described in this Correspon-
   dent Sellers Guide and the Agreement.

   Transfer Notice: Any notice given by TMHL to the Correspondent under the terms of the
   Agreement regarding a sale or transfer of Eligible Loans which will become Securitized Loans, a
   form of which is attached as Exhibit I hereto.

   Trust Loan: An Eligible Lan where title to the Mortgaged Property is vested in a revocable inter
   vivos living trust in accordance with Fannie Mae guidelines or in any other trust that has been
   individually approved by TMHL.

   Underwriting/Program Guidelines: TMHL’s underwriting and program guidelines which may be
   changed, from time to time, by TMHL in its sole discretion.

   Verified Reserves: All liquid assets plus 70% of verified retirement assets.

   Warehouse Lender: Any lender providing financing from time to time to TMHL for use by TMHL
   in the acquisition of Eligible Loans.




Revision date, May 2005                                                                                 94
This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Exhibits

             EXHIBITS




           Revision date, May 2005
           This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
THORNBURG MORTGAGE HOME LOANS, INC.
ADDRESSES                                                                            EXHIBIT A

Phone – 888.898.8698

TAX BILLS                                          PAYMENTS
Thornburg Mortgage Home Loans, Inc.                Thornburg Mortgage Home Loans, Inc.
Central Loan Administration & Reporting            Central Loan Administration & Reporting
Attn:Tax Dept.                                     P.O. Box 986
P.O. Box 77405                                     Newark, NJ 07184-0597
Ewing, NJ 08628
                                                   SERVICING EXPRESS MAIL DELIVERY
PAYOFFS                                            Thornburg Mortgage Home Loans, Inc.
Thornburg Mortgage Home Loans, Inc.                Central Loan Administration & Reporting
Central Loan Administration & Reporting            Attn: [Dept. Name]
Attn: Payoff Dept.                                 425 Phillips Blvd
P.O. Box 77406                                     Ewing, NJ 08618
Ewing, NJ 08628
                                                   INSURANCE
COLLECTION CORRESPONDENCE                          Thornburg Mortgage Home Loans, Inc.
Thornburg Mortgage Home Loans, Inc.                c/o Central Loan Administration
Central Loan Administration & Reporting            P.O. Box 6019
Attn: Collection Dept.                             Indianapolis, IN 46206-6019
P.O. Box 77407
                                                   MORTGAGEE CLAUSE
Ewing, NJ 08628
                                                   Thornburg Mortgage Home Loans, Inc.
ASSUMPTIONS, MI                                    Its Successors and/or Assigns
Thornburg Mortgage Home Loans, Inc.                c/o Central Loan Administration
Central Loan Administration & Reporting            P.O. Box 6019
Attn: Special Products                             Indianapolis, IN 46206-6019
P.O. Box 77412
                                                   TO REFINANCE OR
Ewing, NJ 08628                                    CHECK CURRENT RATES
SERVICING CUSTOMER SERVICE                         Call 888.898.8698
Thornburg Mortgage Home Loans, Inc.
Central Loan Administration & Reporting
Attn: Customer Service
P.O. Box 77404
Ewing, NJ 08628




                                Thornburg Mortgage Home Loans, Inc.


              Revision date, May 2005
              This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
DOCUMENT CHECKLIST/STACKING ORDER
[CREDIT PACKAGE]                                                                 EXHIBIT B1


   Correspondent
           Name:      _______________________            Contact Person: ___________________
         Phone #:     _______________________                     Fax #: __________________
Thornburg Loan #:     _______________________
   E-mail Address:    _______________________                   Released: ___________________
 Mortgagor Name:      _______________________                   Retained: ___________________

Please send copies for pre-approval packages and originals for purchase packages. PLEASE
CHECK OFF EACH ITEM TO CONFIRM THAT YOU HAVE ENCLOSED ALL REQUIRED
DOCUMENTATION. COMPILING DOCUMENTATION IN THE ORDER LISTED BELOW WILL
EXPEDITE THE PURCHASE PROCESS. Incomplete or inaccurate information will delay approval.

ACCO-FASTEN THE DOCUMENTS LISTED BELOW ON THE RIGHT SIDE OF THE FILE
FOLDER.
TMHL     CORR. Legend: ®=Required Documentation for all loans A=Required if applicable for the
loan

______   ______   ® Stacking Order Form (STKC)
______   ______   ® Correspondent Final Underwriting Conditions (CON)

____     ____     ® Copy of Second Note and Mortgage. Any loan that closes with a
                    new or Subordinating second mortgage must include a copy of
                    Second Note and Mortgage (SEC)

______   ______   ® Certified copy of Subordination Agreement (SAS)

______   ______   A   Final 1008 / Transmittal Summary (108F)

____     ____     A   Copy of approved Exception Request (EXC)

                      Credit Submission
______   ______   A   Submission Cover Letter (i.e., Compensating Factors, Strengths/Weak-
                      nesses)
                      (SCL)
______   ______   ® Underwriting Approval Conditions, NOLA / Notice of Loan Approval, signed
                    and dated by Correspondent or MI contract underwriter (LAN)
______   ______   ® 1008 / Transmittal summary (108)
______   ______   ® Initial Loan Application (103I)
______   ______   ® Credit Report and Supplements (CRD)
______   ______   A   Letter of Explanation on derogatory credit signed and dated by borrower
______   ______   A   Original VOE or ALT Doc Documentation (VOE)

____     ____     A   Self employed Income Analysis (SEA)
______   ______   A   Year-to-date Profit and Loss (For Sole Proprietorship, General and Limited
                      Partnership, Corporation, Limited Liability Company) (BAL)

____     ____     A   Current years 1040’s / self employed (PR1)


          Revision date, May 2005
          This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
____     ____       A   Previous years 1040’s / self employed (PR2)
______   ______     A   Schedule E, Current Rental Agreements / Rental Income (PR)
______   ______     A   Current year 1065’s, K-I’s and schedules (General and Limited Partnership,
                        Limited Liability Companies taxed as a partnership) (CR1)
______   ______     A   Current year 1120 / Corporation (CR1)

____     ____       A   Current year 1120-S, K-1’s and schedules (S Corporation) (CR1)

____     ____       A   Previous year 1065’s, K-1’s and schedules (General and Limited Partnership,
                        Limited Liability Companies taxed as a partnership) (CR2)
______   ______     A   Previous year 1120 / Corporation (CR2)
____     ____       A   Previous year 1120-S, K-1’s and schedules (S Corporation) (CR2)
______   ______     ® Original VOD or ALT Doc Documentation (VOD)
______   ______     A   Relocation agreements (VOD)
______   ______     A   Gift Letter (GFT)
______   ______     A   Supporting documentation; divorce decree and settlement agreements/
                        Bankruptcy documents (DIV)

____     ____       A   Green cards (permanent resident aliens, non permanent resident aliens) (RES)
______   ______     ® Original Appraisal with Photos (See appraisal guidelines) (APR)

____     ____       A   2nd Original Appraisal with Photos (See appraisal guidelines) (AP2)

____     ____       A   Field Review (FRA)

____     ____       A   Well Certification or water potability (WEL)
______   ______     A   Condo Warranty / Certification (HOA)
______   ______     ® Original Final Inspection with original photos (442)

____     ____       ® Certificate of Occupancy (OCC)

____     ____       A   Escrow Holdback Agreement / requires prior approval by TMHL (AGR)
______   ______     A   Copy of fully executed Purchase Agreement and Addendums (SCA)



____     ____       A   Miscellaneous Documents (RSC)
                        A. Specific Program documents
                        B. Any and all other credit documents


SEND CREDIT PACKAGES TO:                            SEND PURCHASE PACKAGES TO:
Thornburg Mortgage                                  Adfitech
ATTN: Correspondent Operations                      Attention: “Team Thornburg”
150 Washington Ave Ste. 302                         3101 Technology Drive
Santa Fe, NM 87501                                  Edmond, OK 73013
505-989-1900                                        405-715-8068

QUESTIONS:TMA@thornburgmortgage.com or 505-989-1900


                  Revision date, May 2005
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
DOCUMENT CHECKLIST/STACKING ORDER
[CLOSED LOAN PACKAGE]                                                                  EXHIBIT B2


   Correspondent
           Name:        _______________________            Contact Person: ___________________
         Phone #:       _______________________                     Fax #: ___________________
Thornburg Loan #:       _______________________
   E-mail Address:      _______________________
 Mortgagor Name:        _______________________                  Released: ________________________
                                                                 Retained: ________________________

PLEASE CHECK OFF EACH ITEM TO CONFIRM THAT YOU HAVE ENCLOSED ALL REQUIRED
DOCUMENTATION. COMPILING DOCUMENTATION IN THE ORDER LISTED BELOW WILL
EXPEDITE THE PURCHASE PROCESS. Incomplete or inaccurate information will delay purchase.

ACCO-FASTEN THE DOCUMENTS LISTED BELOW ON THE LEFT SIDE OF THE FILE FOLDER
TMHL     CORR. Legend: ®=Required Documentation for all loans A=Required if applicable for the loan

______   ______     ® Stacking Order Form (STK)

____     ____       ® Bailee Letter - (BAI)
______   ______     ® Original Executed Note, including all Original Executed Addendums - (NTE)
                      (Endorsed to blank)
                      Warehouse Bank: ______________________________
                      Shipped to: ____ Adfitech _____ Custodian

______   ______     ® Original Executed Assignment if not MERS ready - (ASN)
                      (executed to blank)
______   ______     ® Rate Lock Confirmation (RLC)

______   ______     ® Wiring Instructions (WIR)
______   ______     ® Certified Copy of Note (NTEC)
______ * ______     ® Certified Copies of Note Addendums
______ * ______     A   Certified Copy of Permanent Take Out Modification Agreement (PTM)

____     ____       A   Certified Copy of Consolidation / Modification & Extension Agreements (CMS)
______   ______     A   LLC / Opinion Letter (LLC)
______   ______     A   Trust Documentation / Opinion Letter (TRA)
______   ______     A   Co-Op Documentation (COP)
______   ______     A   Pledge Asset Documentation (PAL)
______   ______     ® Certified Copy of the Mortgage / Deed of Trust (MDS)
______   ______     ® Certified Copies of all Mortgage / Deed of Trust Riders (MRS)

______   ______     A   Certified Copy of the Power of Attorney (PAS)
______   ______     ® Final HUD-1 Settlement Statement with all Addendums (HDS)
______   ______     ® Initial Escrow Account Disclosure Statement (ESC)
______   ______     A   Escrow Waiver Letter (WOE)

                  Revision date, May 2005
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
______    ______   ® First Payment Letter / Copy of Goodbye Letter (FPL)
______    ______   ® Hazard Insurance Policy / Declaration or Evidence (DEC)
______ * ______    ® Copy of Loan Sale Notification / Released Loans Only
                     Thornburg Mortgage Home Loans, Inc., Its Successors and / or Assigns
                     c/o Central Loan Administration and Reporting
                     P.O. Box 6019
                     Indianapolis, IN 46206-6019
______    ______   ® PBIS Certification (PBIS)
______    ______   A   PMI Certificate with Loan Sale Notification (Released Only) to the above
                       noted address (MIC)
______    ______   A   PMI Disclosure (PMI)
______    ______   A Flood Insurance Policy / Declaration or Evidence with Loan Sale Notification
                     (Released Only) to the above noted address (FHZ)
______    ______   ® Flood Zone Determination Certificate (FZD)

____      ____     ® Tax Information Form / Certificate (TIS)
                     (fully completed)
______    ______   ® Title Commitment / Binder (TIC)
______    ______   ® Final Truth-In-Lending Statement and Worksheet (FTL)
______    ______   A   Survey and Survey Affidavit (SUR)
______    ______   ® Name Affidavit (NAF)

______    ______   ® W-9 / Released Only (W9S)
______    ______   ® IRS Form 4506 Signed at closing (not required on no-income, no-ratio loans)
                     (456)
______    ______   A   Notice of Right to Cancel (RTC)
______    ______   ® Final Loan Application / 1003 (103)

____      ____     ® Transfer of Servicing Letter (RSP)
____      ____     A   Miscellaneous Documents (LSC)
                       A. Specific Program Documents
                       B. Initial disclosures
                       C. Certified copy of all intervening Assignments
                       D. Copy of print screen for MERS registrations (all MERS loans)
                       E. Any and all other closing documents

SHIPPED BY: ______________________________________ DATE: _________________________

AUDITED BY: _____________________________________ DATE: _________________________
SEND FILE TO:                              SEND FINAL DOCS TO:
Adfitech                                   Adfitech
Attention: “Team Thornburg”                Attention: “Team Thornburg”
3101 Technology Drive                      PO BOX 6541
Edmond, OK 73013                           Edmond, OK 73083-6541
405-715-8068

QUESTIONS:TMA@thornburgmortgage.com
or 505-989-1900

               Revision date, May 2005
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
CUSTODIAN REQUIRED DOCUMENT LIST                                                         EXHIBIT C
Incomplete, missing or inaccurate documents will delay funding. Compiling documentation in the
order listed below will expedite the review and funding process. In the event that an original
document cannot be delivered on the subject Closing Date due to a delay in the public recording
office, the Correspondent shall deliver a photocopy, certified as a true and correct copy of such
document. If the original recorded document is not delivered within 90 days of such Closing Date,
the Correspondent, upon the request of TMHL, shall repurchase such Eligible Loan from TMHL at
the Eligible Loan Repurchase Price.

Document List — The following documents shall be delivered pursuant to a Bailee Letter.

(A) The original Mortgage Note bearing all intervening endorsements, endorsed “Pay to the order
    of ___________________ without recourse” and signed in the name of the endorsee (the
    “Last Endorsee”) by an authorized person (in the event that the Eligible Loan was acquired by
    the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee”],
    successor by merger to [name of predecessor]”; in the event that the Eligible Loan was acquired
    or originated by the Last Endorsee while doing business under another name, the signature
    must be in the following form: “[Last Endorsee], formerly known as [previous name]”);

(B) The original Mortgage with evidence of recording thereon, or a copy thereof certified by
    Correspondent or a third-party seller to TMHL, the title company, the escrow agent or the
    closing attorney to be a true and correct copy of the original that has been duly delivered to
    the appropriate recording office and, with respect to a MERS Loan, the Mortgage names MERS
    as the mortgagee, with a conformed recorded copy to follow as soon as the same is received
    by Correspondent;

(C) The originals of all assumption, modification, consolidation or extension agreements, if any, with
    evidence of recording thereon, if applicable, or a copy thereof certified by Correspondent or a
    third-party seller to Correspondent, the title company, the escrow agent or the closing attorney
    to be a true and correct copy of the original that has been duly delivered to the appropriate
    recording office, with a conformed recorded copy to follow as soon as the same is received by
    Correspondent;

(D) The original Assignment of Mortgage in blank for each Eligible Loan, in form and substance
    acceptable for recording and signed in the name of the Last Endorsee (in the event that the
    Eligible Loan was acquired by the Last Endorsee in a merger, the signature must be in the
    following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event
    that the Eligible Loan was acquired or originated while doing business under another name,
    the signature must be in the following form: “[Last Endorsee], formerly known as [previous
    name]”), except in the case of such Eligible Loan that has been originated in the name of or
    assigned to MERS and registered under the MERS System;

(E) The originals of all intervening assignments of mortgage, if any, with evidence of recording
    thereon, showing an unbroken chain of title from the originator thereof to the Last Endorsee
    or a copy thereof certified by Correspondent or a third-party seller to Correspondent, the
    title company, the escrow agent or the closing attorney to be a true and correct copy of the
    original that has been duly delivered to the appropriate recording office, with a conformed
    recorded copy to follow as soon as the same is received by Correspondent;

(F) The original attorney’s opinion of title and abstract of title or the original mortgagee title
    insurance policy, or if the original mortgagee title insurance policy has not been issued, the
    irrevocable commitment to issue the same;

(G) The original of any security agreement, chattel mortgage or equivalent document executed in
    connection with the Eligible Loan; and

(H) If any of the above documents has been executed by a person holding a power of attorney, an
    original or photocopy of such power certified by Correspondent to be true and correct copy



                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
(G) The original of any security agreement, chattel mortgage or equivalent document executed in
    connection with the Eligible Loan; and

(H) If any of the above documents has been executed by a person holding a power of attorney, an
    original or photocopy of such power certified by Correspondent to be true and correct copy
    of the original.

If the Correspondent has received prior approval from TMHL to sell Additional Collateral Mortgage
Loans to TMHL, the following documents shall be delivered in addition to those provided above:

(A) Original Pledge Agreement;

(B) Original Account Control Agreement;

(C) Original assignment of the Pledge Agreement;

(D) Original assignment of the Account Control Agreement; and

(E) Copy of Additional Collateral Servicing Agreement if any.

If the Correspondent has received prior approval from TMHL to sell Co-op Loans to TMHL, the
following documents shall be delivered in lieu of those provided above:

(A) The original Mortgage Note bearing all intervening endorsements, endorsed “Pay to the order
    of ___________________ without recourse” and signed in the name of the endorsee (the
    “Last Endorsee”) by an authorized person (in the event that the Eligible Loan was acquired by
    the Last Endorsee in a merger, the signature must be in the following form: “[Last Endorsee”],
    successor by merger to [name of predecessor]”; in the event that the Eligible Loan was acquired
    or originated by the Last Endorsee while doing business under another name, the signature
    must be in the following form: “[Last Endorsee], formerly known as [previous name]”);

(B) The original Co-op Security Agreement entered into by the Mortgagor with respect to such
    Co-op Loan;

(C) UCC-3 assignment in blank (or equivalent instrument), sufficient under the laws of the
    jurisdiction where the related Mortgaged Property is located to reflect of record the sale and
    assignment of the Eligible Loan to TMHL;

(D) Original assignment of Co-op Security Agreement in blank showing a complete chain of
    assignment from the originator of the related Co-op Loan to the Correspondent;

(E) Original Form UCC-1 and any continuation statements with evidence of filing thereon with
    respect to such Co-op Loan;

(F) Stock certificate representing the stock allocated to the related dwelling unit in the related
    residential cooperative housing corporation and pledged by the related Mortgagor to the
    originator of such Co-op Loan with a stock power in blank attached;

(G) Original proprietary lease;

(H) Original assignment of proprietary lease, in blank, and all intervening assignments thereof;

(I) Original recognition agreement of the interests of the mortgagee with respect to the Co-op
    Loan by the residential cooperative housing corporation, the stock of which was pledged by
    the related Mortgagor to the originator of such Co-op Loan;

(J) Original assignment of recognition agreement in blank, and all intervening assignments
    thereof; and

(K) Originals of any assumption, consolidation or modification agreements relating to any of the
    items specified in (A) through (F) above with respect to such Co-op Loan.




                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
These Documents are to be sent to:
ADFITECH, INC.
3101 Technology Drive
Edmond, Oklahoma 73013-3734
(405) 715-8068

The Collateral Documents must be sent to Adfitech. Do not send these documents to TMHL.

To expedite the document review and funding process:

(A) Upon underwriting approval by TMHL and receipt and review of the collateral documents by
    the Custodian, a report listing critical exceptions that will need to be cleared will be e-mailed
    to the Correspondent on a daily basis by the TMHL’s Post Closing Department.

(B) If there are any questions or issues with the daily report, please reply by email with comments
    on each of the disputed loan(s) in the same email report.

(C) If the exception report shows an item missing that has been sent, please supply by email a
    tracking number and date sent to Post Closing.

(D) Do not contact the Custodian directly regarding exceptions. Post Closing will need a
    minimum of 24 hours to research issues and respond.

(E) Items cleared by the Custodian will be reflected in the next day’s report.

(F) If the disputed item(s) remain on the next day’s report, the research and response are
    still in process.




                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
LOAN EXCEPTION REQUEST FORM                                                                            EXHIBIT D

FAX TO: 1.505.954.5366, Attn: Underwriting Department
Please complete the following information and FAX to TMHL, along with a copy of your Underwriting Summary
(1008), Loan Application (1003), and full credit report. All loans over $1,000,000 require a full credit package for
exception review.

Correspondent:___________________________________________Today’s Date: __________________________

Contact Person: __________________________________________Phone #:______________________________

                                                                       Fax #: ________________________________

Borrower Name(s): _____________________________________________________________________________

Property Address: ______________________________________________________________________________

City:____________________________________________State: ___________________________Zip:__________

Standard Program/Product Requirement(s) Related to the Exception:_____________________________________

_____________________________________________________________________________________________

The Requested Exception(s): _____________________________________________________________________

_____________________________________________________________________________________________

Explain Why the Exception(s) Should be Granted: ____________________________________________________

_____________________________________________________________________________________________

Approval of this exception does not imply or grant final loan approval, and is subject
to review of the full credit package. Approval may require an exception in pricing.

THORNBURG MORTGAGE HOME LOANS, INC.
ACTION TAKEN
Loan Number: ______________________

Program/Underwriting Exception:
Approved o                 Denied o               Modified Approval o

Notes: _______________________________________________________________________________________

_____________________________________________________________________________________________

By: _____________________________________________________________Date: ________________________

Pricing Exception:

Rate: ________________Margin: ____________Fee: ____________

Notes:_______________________________________________________________________________________

_____________________________________________________________________________________________

By: _____________________________________________________________Date: ________________________

Investor Review, if required                                                     Date submitted: ________________

Date approved: ___________________By: __________________________________________________________




                                        Thornburg Mortgage Home Loans, Inc.



                  Revision date, May 2005
                  This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
GOODBYE LETTER                                                                         EXHIBIT E


[Date]



[Borrower First & Last Name]
[Co-Borrower First & Last Name]
[Street Address and/or PO Box]
[City, State, Zip]

Re: [Loan Number]
    [Property Address]
    [City, State, Zip]

                          NOTICE OF TRANSFER OF SERVICING RIGHTS

Dear [Borrower Last Name]:

You are herby notified that the servicing of your mortgage loan, that is, the right to collect payments
from you, is being transferred from _________________________________ to Thornburg Mortgage
Home Loans, Inc., effective with your payment due ____________________.

The transfer of the servicing of the mortgage loan does not affect any term or condition of the
mortgage instruments, other than terms directly related to the servicing of your loan.

Except in limited circumstances, the law requires that your present servicer send you this notice at
least 15 days before the effective date of transfer or at closing.Your new servicer must also send
you this notice no later than 15 days after this effective date or at closing.

Your present servicer is ________________________________. If you have any questions relating to
the transfer of servicing from your present servicer, call ___________________ Customer Service
Department at _________________, from 8:00 AM to 5:00 PM Monday through Friday, [time zone].

Your new servicer will be Thornburg Mortgage Home Loans, Inc.The address of your new servicer
is:

                         Thornburg Mortgage Home Loans, Inc.
                         425 Phillips Boulevard
                         Ewing, New Jersey 08618
The toll-free telephone number of your new servicer is (877) 270-9295. If you have any questions
relating to the transfer of servicing to your new servicer, call Thornburg Mortgage Home Loans,
Inc.’s Customer Service Department, toll-free, at (877) 270-9295 between 8:00 AM and 5:00 PM, ET,
Monday through Friday.

The date that your present servicer will stop accepting payments from you is ______________.The
date that your new servicer will start accepting payments from you is ___________. Send all pay-
ments due on or after that date to your new servicer. Payments should be directed to Thornburg
Mortgage Home Loans, Inc., P.O. Box 986, Newark, New Jersey 07184




               Revision date, May 2005
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
You should be aware of the following information, which is set out in more detail in Section 6 of the
Real Estate Settlement Procedures Act (RESPA) (12 U.S.C. 2605):

          During the 60-day period following the effective date of the transfer of the loan servicing, a
          loan payment received by your old servicer before its due date may not be treated by the
          new loan servicer as late, and a late fee may be imposed on you.

          Section 6 of RESPA (12 U.S.C. 2605) gives you certain consumer rights. If you send a
          “qualified written request” to your loan servicer concerning the servicing of your loan,
          your servicer must provide you with a written acknowledgement within 20 Business Days
          of receipt of your request. A “qualified written request” is written correspondence, other
          than notice on a payment coupon or other payment medium supplied by the service, which
          includes your name and account number, and your reasons for the request. If you want to
          send a “qualified written request” regarding the servicing of your loan, it must be sent to
          this address:

                  PRESENT SERVICER                           NEW SERVICER
                  [Correspondent Name]                       Thornburg Mortgage Home Loans, Inc.
                  [Street/P.O. Box #]                        425 Phillips Boulevard
                  [City, State, Zip]                         Ewing, New Jersey 08618

          Not later than 60 Business Days after receiving your request, your servicer must make any
          appropriate corrections to your account, and must provide you with a written clarification
          regarding any dispute. During this 60 Business Day period, your servicer may not provide
          information to a consumer reporting agency concerning any overdue payment related to
          such period or qualified written response. However, this does not prevent the servicer
          from initiating foreclosure if proper grounds exist under the mortgage documents.

          A Business Day is a day on which the offices of the business entity are open to the public
          for carrying on substantially all of its business functions.

          Section 6 of RESPA also provides for damages and costs for individuals or classes of
          individuals in circumstances where servicers are shown to have violated the requirements
          of that Section.You should seek legal advice if you believe your rights have been violated.



[Correspondent Name]




[Name]

[Title]




                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
SERVICING CONTROL AGREEMENT                                                                                EXHIBIT F
                                        Thornburg Mortgage Home Loans, Inc.
                                          150 Washington Street, Suite 302
                                            Santa Fe, New Mexico 87501

                                                                                              _________________, 200__

[SERVICER]

[ADDRESS]

Re: Servicing Control Agreement

Gentlemen:

(“Servicer”) is servicing certain mortgage loans (the “Mortgage Loans”) for Thornburg Mortgage
Home Loans, Inc. (“Thornburg”) pursuant to that certain [servicing agreement (the “Servicing
Agreement”) [dated ________200_] between the Servicer and Thornburg].Thornburg obtains
financing from various lenders (each, as further defined below, a “Lender” and individually and
collectively, the “Lenders”), secured by the Mortgage Loans and related assets, including proceeds
thereof (collectively, the “Collateral”).This letter agreement confirms the agreement among the
Servicer,Thornburg and the Lenders as to the matters set forth herein.

Servicer may be notified from time to time of the identity of Lenders by delivery to Servicer of a
Lender Notice in the form of Annex 1 attached hereto, and upon delivery of such Lender Notice
to Servicer the lender identified in such Lender Notice shall be a Lender hereunder entitled to all
of the rights and benefits hereof, until such time as a Lender Termination Notice in the form of
Annex 2 executed by the Lender shall have been delivered to Servicer with respect to such Lender.
Servicer agrees to acknowledge receipt of each Lender Notice and Lender Termination Notice by
executing such Lender Notice or Lender Termination Notice, as applicable, and delivering it to the
applicable Lender, with a copy to Thornburg.

Servicer acknowledges that the Collateral may include Thornburg’s right, title and interest in, to
and under the Servicing Agreement, and that upon an event of default under the applicable financing
arrangements, the applicable Lender shall be entitled to exercise and enforce Thornburg’s rights
under the Servicing Agreement, including termination thereof to the extent provided in the Servicing
Agreement and the applicable financing documents.Thornburg agrees to pay all termination fees or
other amounts due to Servicer in connection with any termination of the Servicing Agreement and
transfer of the servicing by Lender.

Servicer further agrees that, unless otherwise agreed in writing by Thornburg and all of the Lenders,
Servicer shall remit all amounts collected on account of the Mortgage Loans, after deduction of
amounts which Servicer is entitled to retain in accordance with the Servicing Agreement, solely to
the following account(s):

(a) with respect to Mortgage Loans that are master serviced by Washington Mutual or Wells Fargo
    as master servicer, to the account specified by such master servicer for such purposes; and

(b) in all other cases,1 to the following account:

Deutsche Bank
Four Albany Street
New York, NY 10006
Corporate Trust – BT CAL
LA Asset Based
ABA # 021001033
Account # 01419663
Reference:Thornburg Collection Account CTOL #32820

1
 In Master Servicer agreement, Master Service will agree to send all funds to the Deutsche Bank account.


                     Revision date, May 2005
                     This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
The provisions of the letter agreement shall apply to each Mortgage Loan from the time Servicer
commences servicing of such Mortgage Loan pursuant to the Servicing Agreement until Servicer
has received a Loan Termination Notice in the form of Annex 3 attached hereto executed by the
Lender relating to such Mortgage Loan.

Thornburg shall indemnify and hold the Servicer harmless for any and all claims asserted against it
for any actions taken in good faith by the Servicer in accordance with this agreement.

Notices or other communications hereunder shall be given or made in writing (including without
limitation by email, telex or telecopy) delivered to the intended recipient at the “Address for Notices”
specified below its name on the signature pages hereof or in the applicable Lender Notice; or, as to
any party, at such other address as shall be designated by such party in a written notice to each
other party. Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopy or personally delivered or, in the
case of a mailed notice, upon receipt.

No provision of this letter agreement may be modified, amended or revoked without the prior
written consent of Thornburg and each Lender.

This letter agreement shall not be assignable by any party without the prior written consent of
the other parties, shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, and shall be governed by and construed in accordance with the internal laws
of the State of New York without reference to principles of conflicts of laws.

Please acknowledge acceptance and agreement to the foregoing by signing and returning the
enclosed copy of this letter.

Very truly yours,

THORNBURG MORTGAGE HOME LOANS, INC.

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________




               Revision date, May 2005
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Address for Notices:
150 Washington Street, Suite 302
Santa Fe, New Mexico 87501
Attention: Capital Markets
Telecopier: (505) 954-5300
Telephone: (505) 954-5303

with a copy to:
Attention: Servicing Department
Telecopier: (505) 954-5300
Telephone: (505) 954-5314


ACCEPTED AND AGREED TO:

[SERVICER]

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________

Address for Notices:

Attention: _____________________________________________________

Telecopier: ____________________________________________________
Telephone: ____________________________________________________




               Revision date, May 2005
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
LENDER NOTICE                                                           EXHIBIT F - ANNEX 1


Gentlemen:

You are hereby notified that the undersigned is a Lender as defined in, and subject to the rights and
benefits of, the Servicing Control Agreement between Thornburg Mortgage Home Loans, Inc. and
the Servicer identified below.

Please acknowledge receipt of this Lender Notice by executing a copy hereof as provided below
and delivering it to Lender, with a copy to Thornburg.



THORNBURG MORTGAGE HOME LOANS, INC.

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________



[LENDER]

By: ___________________________________________________________

Name ________________________________________________________

Title: _________________________________________________________

Address for Notices:

_____________________________________________________________

_____________________________________________________________



Attention: _____________________________________________________

Telecopier: ____________________________________________________

Telephone: ____________________________________________________



ACKNOWLEDGED AND AGREED:

[SERVICER]

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________




                                  Thornburg Mortgage Home Loans, Inc.



              Revision date, May 2005
              This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
LENDER TERMINATION NOTICE                                               EXHIBIT F - ANNEX 2


To: [SERVICER]

Re: Letter Agreement dated ___________, 200__ between _____________ (“Servicer”),Thornburg
Mortgage Home Loans, Inc. (“Thornburg”) and the Lenders from time to time party thereto (the
“Servicing Control Agreement”)

Gentlemen:

You are hereby notified that the undersigned Lender is no longer a Lender as defined in the
above referenced Servicing Control Agreement.

Please acknowledge receipt of this Lender Termination Notice by executing a copy hereof as
provided below and delivering it to the undersigned, with a copy to Thornburg.



THORNBURG MORTGAGE HOME LOANS, INC.

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________



[LENDER]

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________



ACKNOWLEDGED AND AGREED:

[SERVICER]

By: ___________________________________________________________
Name: ________________________________________________________

Title: _________________________________________________________




                                  Thornburg Mortgage Home Loans, Inc.


                 Revision date, May 2005
                 This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
LOAN TERMINATION NOTICE                                                 EXHIBIT F - ANNEX 3


To: [SERVICER]

Re: Letter Agreement dated ___________, 200__ between _____________ (“Servicer”),Thornburg
Mortgage Home Loans, Inc. (“Thornburg”) and the Lenders from time to time party thereto (the
“Servicing Control Agreement”)

Gentlemen:

You are hereby instructed, effective on _____________ (the “Servicing Transfer Date”), to service
the Mortgage Loans listed on Exhibit A attached hereto to _______________.

From and after the Servicing Transfer Date, the Mortgage Loans listed on Exhibit A shall no longer
be subject to the provisions of the Servicing Control Agreement.



THORNBURG MORTGAGE HOME LOANS, INC.

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________



[LENDER 1]

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________



[LENDER 2]

By: ___________________________________________________________

Name: ________________________________________________________
Title: _________________________________________________________



ACKNOWLEDGED AND AGREED:

[SERVICER]

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________




                                  Thornburg Mortgage Home Loans, Inc.


                 Revision date, May 2005
                 This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
TRANSMITTAL/BAILEE LETTER
[LENDER LETTERHEAD]                                                                EXHIBIT G1


Deutsche Bank
Attn: Team Thornburg
1761 East St. Andrew Place
Santa Ana, California 92705

Re:___________________________________________________________

Ladies and Gentlemen:

Attached please find those mortgage loans listed separately on the attached schedule, which
mortgage loans are owned by _________________________ (the “Borrower”) and are being
delivered to you as custodian for Thornburg Mortgage Home Loans, Inc. (“Thornburg”) for purchase
by Thornburg (the “Mortgage Loans”).

The Mortgage Loans comprise a portion of the “Collateral.” Each of the Mortgage Loans is subject
to a security interest in favor of ________________________ (the “Lender”), which security interest
shall be automatically released upon remittance of the purchase price for such Mortgage Loan (the
“Payoff Amount”) by wire transfer to the following account:

WIRE INSTRUCTIONS

Bank Name: ___________________________________________________

City, State:_____________________________________________________

ABA #: _______________________________________________________

Account #: ____________________________________________________

Account Name: ________________________________________________

Attention: _____________________________________________________

Pending the purchase of each Mortgage Loan and until the Payoff Amount is received, the aforesaid
security interest therein will remain in full force and effect, and you shall hold possession of such
Collateral and the documentation evidencing same as custodian, agent and bailee for and on behalf
of the Lender. In the event that any Mortgage Loan is unacceptable for purchase, return the rejected
item directly to us at its address set forth below. In no event shall any Mortgage Loan be returned
to, or sales proceeds remitted to, the Borrower, other than sale proceeds in excess of the Payoff
Amount.The Mortgage Loan must be so returned or Payoff Amount remitted in full no later than
ten (10) days from the date hereof. If you are unable to comply with the above instructions, please
so advise the undersigned immediately.

By executing this letter, the Borrower hereby authorizes the release of the Collateral to you as
custodian for Thornburg and hereby agrees that, upon receipt of the Payoff Amount by the Lender,
the Borrower releases all right, interest or lien of any kind it has with respect to the Mortgage
Loans.

NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER,
YOU CONSENT TO BE THE CUSTODIAN, AGENT AND BAILEE FOR THE LENDER ON THE
TERMS DESCRIBED IN THIS LETTER.THE UNDERSIGNED REQUESTS THAT YOU
ACKNOWLEDGE RECEIPT OF THE ENCLOSED MORTGAGE LOANS AND THIS LETTER BY
SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE UNDERSIGNED;
HOWEVER,YOUR FAILURE TO DO SO DOES NOT NULLIFY SUCH CONSENT.




                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Very truly yours,

_____________________________________________________________

as Lender

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________

Address:

_____________________________________________________________

_____________________________________________________________



AGREED TO AND ACCEPTED:

_____________________________________________________________

as Borrower

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________



RECEIPT ACKNOWLEDGED:

DEUTSCHE BANK

as Custodian

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________

Date: _________________________________________________________




                                Thornburg Mortgage Home Loans, Inc.


                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
TRANSMITTAL/BAILEE LETTER
[CORRESPONDENT LETTERHEAD]                                                            EXHIBIT G2


Deutsche Bank
1761 East St. Andrew Place
Santa Ana, California 92705

Re:___________________________________________________________

Ladies and Gentlemen:

Attached please find those mortgage loans listed separately on the attached schedule, which
mortgage loans are owned by _________________________ (the “Correspondent”) and are
being delivered to you as custodian for Thornburg Mortgage Home Loans, Inc. (“Thornburg”) for
purchase by Thornburg (the “Mortgage Loans”).

The Mortgage Loans comprise a portion of the “Collateral.” Correspondent hereby agrees that,
upon receipt of the Purchase Price (as defined in the Correspondent Loan Purchase Agreement
dated as of _________________________ between Thornburg and the Correspondent), it
automatically releases all right, interest or lien of any kind it may have with respect to the Mortgage
Loans without any further action required by Correspondent. Remittance of the Purchase Price
shall be by wire transfer to the following account:

WIRE INSTRUCTIONS

Bank Name: ___________________________________________________

City, State:_____________________________________________________

ABA #: _______________________________________________________

Account #: ____________________________________________________

Account Name: ________________________________________________

Attention: _____________________________________________________

Pending the purchase of each Mortgage Loan and until the Purchase Price is received, the aforesaid
interest in the Mortgage Loans will remain in full force and effect, and you shall hold possession of
such Collateral and the documentation evidencing same as custodian, agent and bailee for and on
behalf of the Correspondent. In the event that any Mortgage Loan is unacceptable for purchase,
return the rejected item directly to us at the address set forth below.The Mortgage Loan must be
so returned or Purchase Price remitted in full no later than ten (10) days from the date hereof. If
you are unable to comply with the above instructions, please so advise the undersigned immediately.

NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER,
YOU CONSENT TO BE THE CUSTODIAN, AGENT AND BAILEE FOR THE CORRESPONDENT
ON THE TERMS DESCRIBED IN THIS LETTER.THE UNDERSIGNED REQUESTS THAT YOU
ACKNOWLEDGE RECEIPT OF THE ENCLOSED MORTGAGE LOANS AND THIS LETTER BY
SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE UNDERSIGNED;
HOWEVER,YOUR FAILURE TO DO SO DOES NOT NULLIFY SUCH CONSENT.




                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
Very truly yours,

_____________________________________________________________

as Correspondent

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________

Address:

_____________________________________________________________

_____________________________________________________________



RECEIPT ACKNOWLEDGED:

DEUTSCHE BANK

as Custodian

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________

Date: _________________________________________________________




                                Thornburg Mortgage Home Loans, Inc.


               Revision date, May 2005
               This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
WAREHOUSE BANK
MASTER DELIVERY AGREEMENT                                                           EXHIBIT H1


This agreement dated as of __________________ is entered into by an among ADFITECH, Inc.
(“ADFITECH”), ____________________________________________ (the “Correspondent”),

_____________________________(“Warehouse Lender”), and THORNBURG MORTGAGE HOME
LOANS, INC. (“Thornburg”), under which certain mortgage loans owned by Correspondent and in
which Warehouse Lender has a first-priority security interest (“Mortgage Loans”) shall be delivered,
from time-to-time, to ADFITECH, as custodian for Warehouse Lender, for consideration for
purchase by Thornburg and ultimate delivery by ADFITECH to Deutsche Bank National Trust
Company (“Deutsche Bank”) on behalf of Correspondent prior to purchase by Thornburg from
Correspondent.

The Mortgage Loans are being delivered by Warehouse Lender at the request of the Correspondent
and/or the Correspondent to ADFITECH for processing and distribution to Deutsche Bank. It is
understood hereunder, that ADFITECH shall make immediate delivery of all necessary documenta-
tion to Deutsche Bank, pursuant to, and under cover of, separate bailee letters between Warehouse
Lender and Deutsche Bank (each such bailee letter to be in the form approved and/or provided by
Warehouse Lender), prior to purchase by Thornburg, and upon such delivery to Deutsche Bank,
shall remain as bailee only for the portions of the collateral remaining at ADFITECH.

ADFITECH shall hold possession of all of such Mortgage Loans and the documentation evidencing
same as custodian, agent, and bailee for and on behalf of the Warehouse Lender. In the event that
any Mortgage Loan is unacceptable for purchase,Thornburg shall have the rejected item returned
directly by Deutsche Bank to the Warehouse Lender at the address set forth below, unless other-
wise directed in writing by the Warehouse Lender.

Thornburg shall advise ADFITECH of any Mortgage Loans that are not purchased in accordance
with the Correspondent Loan Purchase Agreement between Correspondent and Thornburg, and
ADFITECH shall deliver all documents in its possession, related to such Mortgage Loans, back to
Warehouse Lender upon such advice, unless otherwise directed in writing by the Warehouse
Lender. ADFITECH shall not be responsible to deliver back to Warehouse Lender or Correspon-
dent any documents related to such Mortgage Loans that have been delivered to Deutsche Bank by
ADFITECH in accordance with this agreement.

The parties hereto acknowledge and agree that Warehouse Lender is entering into this agreement
at the request of the Correspondent. The Correspondent hereby agrees to indemnify and hold
harmless Warehouse Lender from any and all claims, liabilities, losses, damages, costs and expenses,
including attorney's fees, incurred by Warehouse Lender arising under or in connection with this
agreement or the transactions contemplated hereby (except for those caused by Warehouse
Lender's intentional misconduct or bad faith).

NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO ADFITECH UNDER THIS LET-
TER, ADFITECH CONSENTS TO BE THE CUSTODIAN, AGENT, AND BAILEE, FOR THE WARE-
HOUSE LENDER OF ALL DOCUMENTATION DELIVERED TO ADFITECH. FURTHER IT IS
UNDERSTOOD THAT CERTAIN DOCUMENTS HELD BY ADFITECH WILL BE DELIVERED
UNDER COVER OF WAREHOUSE LENDER'S BAILEE LETTER TO DEUTSCHE BANK FOR
THORNBURG AS COLLATERAL IN THE EVENT OF PURCHASE AND PAYMENT THEREFORE
TO WAREHOUSE LENDER IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF ITS
APPLICABLE BAILEE LETTER. UPON SUCH DELIVERY TO DEUTSCHE BANK, ADFITECH
SHALL BE RELIEVED OF LIABILITY UNDER THIS BAILEE AGREEMENT IN REGARD TO ALL
SUCH DOCUMENTS SO DELIVERED.




              Revision date, May 2005
              This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
This agreement may be executed in one or more counterparts, all of which together shall consti-
tute one and the same agreement. This agreement shall not become effective until signed by all
parties hereto. This agreement may be terminated by any party hereto with respect to future
deliveries of Mortgage Loans upon not less than ten (10) business days prior written notice deliv-
ered to the other parties hereto at their respective addresses set forth below.




Correspondent                                              Adfitech, Inc.
                                                           3101 Technology Drive
                                                           Edmond, OK 73013

By:__________________________________             By:_____________________________________

Name:_______________________________              Name:__________________________________

Title:________________________________            Title:___________________________________

Address:_____________________________

____________________________________

                                                  Date:___________________________________




              Revision date, May 2005
              This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
CORRESPONDENT
MASTER DELIVERY AGREEMENT                                                          EXHIBIT H2


THIS AGREEMENT is entered into by and between ADFITECH, Inc. ("ADFITECH") and
________________________________ (the "Correspondent") under which mortgage loans
("Mortgage Loans") owned by Correspondent shall be delivered, from time-to-time, to ADFITECH,
as custodian for Correspondent, for purchase by Thornburg Mortgage Home Loans, Inc.
("Thornburg") and ultimate delivery by ADFITECH to Deutsche Bank National Trust Company
("Deutsche Bank") on behalf of Correspondent prior to purchase by Thornburg.

The Mortgage Loans are being delivered by the Correspondent to ADFITECH for processing and
distribution to Deutsche Bank. It is understood hereunder, that ADFITECH shall make immediate
delivery of all necessary documentation to Deutsche Bank, pursuant to a separate custodial
agreement between Correspondent and Deutsche Bank, prior to purchase by Thornburg, and upon
such delivery to Deutsche Bank, shall remain as Bailee only for the portions of the collateral
remaining at ADFITECH.

ADFITECH shall hold possession of all or a portion of such Mortgage Loans and the documentation
evidencing same as custodian, agent, and bailee for and on behalf of the Correspondent. In the event
that any Mortgage Loan is unacceptable for purchase,Thornburg shall have the rejected item
returned directly by Deutsche Bank to the Correspondent at the address set forth below or
Correspondent's warehouse bank.

Thornburg shall advise ADFITECH of any Mortgage Loans that are not purchased in accordance
with the Correspondent Loan Purchase Agreement between Correspondent and Thornburg, and
ADFITECH shall deliver all documents in its possession, related to such Mortgage Loans, back to
Correspondent upon such advice. ADFITECH shall not be responsible to deliver back to
Correspondent any documents related to such Mortgage Loans that have been delivered to
Deutsche Bank by ADFITECH.

NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO ADFITECH UNDER THIS
LETTER, ADFITECH CONSENTS TO BE THE CUSTODIAN, AGENT, AND BAILEE, FOR THE
CORRESPONDENT OF ALL DOCUMENTATION DELIVERED TO ADFITECH. FURTHER IT IS
UNDERSTOOD THAT CERTAIN DOCUMENTS HELD BY ADFITECH WILL BE DELIVERED TO
DEUTSCHE BANK FOR THORNBURG AS COLLATERAL IN THE EVENT OF PURCHASE. UPON
SUCH DELIVERY TO DEUTSCHE BANK, ADFITECH SHALL BE RELIEVED OF LIABILITY UNDER
THIS BAILEE AGREEMENT IN REGARD TO ALL SUCH DOCUMENTS SO DELIVERED.



Correspondent                                             Adfitech, Inc.
                                                          3101 Technology Drive
                                                          Edmond, OK 73013

By:__________________________________             By:_____________________________________

Name:_______________________________              Name:__________________________________

Title:________________________________            Title:___________________________________

Address:_____________________________

____________________________________

                                                  Date:___________________________________




                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
TRANSFER NOTICE                                                                       EXHIBIT I


[Date] ________________________________________________________


[Correspondent] _______________________________________________


You are hereby notified that as of [date] (the “Effective Date”), the undersigned has transferred the
Eligible Loans listed on the attached schedule to Thornburg Mortgage Securities Trust 200__ - ____.
The Correspondent agrees to service such Eligible Loans as Securitized Loans under Section 4.3.1 of
this Correspondent Seller’s Guide. In addition, the Correspondent shall recognize the [Trust] or
[Master Servicer] or [Trustee] acting as agents for the [Trust] as having the same rights as
Thornburg Mortgage Home Loans, Inc. under the Correspondent Loan Purchase Agreement with
respect to such transferred Eligible Loans. For purposes of Section 4.3.1 (B) (1) of the
Correspondent Sellers Guide, the address for notice for the Trustee for these Securitized Loans is
__________________________________.


THORNBURG MORTGAGE HOME LOANS, INC.

By: ___________________________________________________________



Acknowledged by
[Correspondent] _______________________________________________

By: ___________________________________________________________




                                 Thornburg Mortgage Home Loans, Inc.


                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.
OFFICER’S CERTIFICATE                                                                    EXHIBIT J

The undersigned, _________________________, is ____________________ of
______________________, a _____________________ [corporation/bank] (“Servicer”), who
certifies to TMHL and Wells Fargo Bank Minnesota, National Association (the “Trust Master
Servicer”) relating to Thornburg Mortgage Securities Trust _________________ as follows:


1. Based on my knowledge, the information in the Annual Statement of Compliance, the Annual
Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and
other information relating to the servicing of the Securitized Loans submitted to the Trust Master
Servicer and included, directly or indirectly, on any Form 8-K or any annual report on Form 10-K
prepared and filed with the Securities Exchange Commission by the Trust Master Servicer in
connection with such Securitized Loans, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of the last day of the
period covered by the Annual Statement of Compliance;


2.The servicing information required to be provided to the Trust Master Servicer under the
Correspondent Sellers Guide by the Servicer has been provided to the Trust Master Servicer;


3. I am responsible for reviewing the servicing activities performed by the Servicer and based upon
my review, and except as disclosed in the Annual Statement of Compliance and the Annual
Independent Public Accountant’s Servicing Report submitted to the Trust Master Servicer, the
Servicer has, as of the last day of the period covered by the Annual Statement of Compliance,
fulfilled its obligations under the Correspondent Sellers Guide; and


4. I have disclosed to the Trust Master Servicer all significant deficiencies relating to the Servicer’s
compliance with the minimum servicing standards in accordance with a review conducted in compli-
ance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set
forth in the Correspondent Sellers Guide.


IN WITNESS WHEREOF, the undersigned has caused this Officer’s Certificate to be duly executed
as of __________________.



(SERVICER NAME)

By: ___________________________________________________________

Name: ________________________________________________________

Title: _________________________________________________________




                                  Thornburg Mortgage Home Loans, Inc.



                Revision date, May 2005
                This Correspondent Sellers Guide is available online at www.thornburgmortgage.com.

				
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