0001193125-08-075409 Sample Contracts

Up to $1,350,000,000 THORNBURG MORTGAGE, INC. Senior Subordinated Secured Notes Due 2015 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated March 31, 2008 (the “Agreement”) is entered into by and among Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), the guarantor listed on the signature pages hereof (collectively with any other guarantor from time to time, the “Guarantors”), and MP TMA, LLC, MP TMA (Cayman), LLC and other purchasers listed on the signature pages hereof (collectively, the “Purchasers”).

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Termination and Release Agreement • April 4th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York

TERMINATION AND RELEASE AGREEMENT, dated as of March 31, 2008, between THORNBURG MORTGAGE, INC. (“TMA”) and MP TMA LLC and MP TMA (Cayman) LLC (collectively, “MP”)

ESCROW AGREEMENT
Escrow Agreement • April 4th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • Delaware

THIS AGREEMENT is made this 31st day of March, 2008, by and among THORNBURG MORTGAGE, INC., a Maryland corporation (the “Company”), each of the undersigned Subscribers (the “Subscribers”), and WILMINGTON TRUST COMPANY (“Escrow Agent”).

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