0001162318-02-000140 Sample Contracts

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GREENWICH CAPITAL ACCEPTANCE, INC. Thornburg Mortgage Securities Trust 2002-3 Mortgage Loan Pass-Through Certificates, Series 2002-3 Class A-1, Class A-2, Class A-3, Class A-4, Class A-R, Class B-1, Class B-2 and Class B-3 UNDERWRITING AGREEMENT
Agreement • September 12th, 2002 • Greenwich Capital Acceptance Inc • Asset-backed securities • New York

Greenwich Capital Acceptance, Inc., a Delaware corporation (the “Company”), proposes to sell to Greenwich Capital Markets, Inc. (the “Underwriter”), its Thornburg Mortgage Securities Trust 2002-3 Certificates in the classes, in the respective original principal amounts and with the designations set forth in Schedule I hereto (the “Offered Certificates”). Only the Offered Certificates are being purchased by the Underwriter hereunder. The Offered Certificates, together with the Class B-4, Class B-5 and Class B-6 Certificates (collectively, the “Certificates”), will be issued by the Company pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of August 1, 2002, among the Company, as depositor (the “Depositor”), Thornburg Mortgage Home Loans, Inc., as seller (the “Seller”), Wells Fargo Bank Minnesota, National Association, as master servicer and securities administrator (in its capacity as master servicer, the “Master Servicer” and in its capacity

RECONSTITUTED SERVICING AGREEMENT
Letter Agreement • September 12th, 2002 • Greenwich Capital Acceptance Inc • Asset-backed securities • New York

THIS RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 28th day of August, 2002, by and among THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (“Thornburg” or the “Seller”), WELLS FARGO HOME MORTGAGE, INC., as servicer (the “Servicer”), Wells Fargo Bank Minnesota, National Association, as master servicer (the “Master Servicer”), and acknowledged by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the “Trustee”), recites and provides as follows:

RECONSTITUTED SERVICING AGREEMENT
Reconstituted Servicing Agreement • September 12th, 2002 • Greenwich Capital Acceptance Inc • Asset-backed securities • New York

THIS RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 28th day of August, 2002, by and among THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (“Thornburg” or the “Seller”), MORGAN STANLEY DEAN WITTER CREDIT CORPORATION, a Delaware corporation (the “Servicer”), Wells Fargo Bank Minnesota, National Association, as master servicer (the “Master Servicer”), and acknowledged by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the “Trustee”), recites and provides as follows:

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