Real Estate

TRUST, POOLING AND SERVICING AGREEMENT

          Trust, Pooling and Servicing Agreement (this "Agreement"), dated as of March 1, 2003, among Structured Asset Mortgage Investments Inc., a Delaware corporation, as seller (the "Seller"), Deutsche Bank National Trust Company, a national banking association, not in its individual capacity but solely as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee"), Wells Fargo Bank Minnesota, National Association, a national banking association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator"), and Thornburg Mortgage Home Loans, Inc. ("Thornburg").

PRELIMINARY STATEMENT

          On April 1, 2003 the Seller formed Thornburg Mortgage Securities Trust 2003-2, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated April 1, 2003 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee.

          The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety on the Closing Date by this Agreement.

          Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below).

          On or prior to the Closing Date, the Seller acquired the Mortgage Loans from Thornburg. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust.

          The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-1 Certificate will be designated the "residual interest" in such REMIC.

          The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the "residual interest" in such REMIC.

          The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,060,891,769.76. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance and the cash deposit made on the Closing Date pursuant to Section 2.01(a).

          In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, Thornburg, the Delaware Trustee and the Trustee agree as follows:

ARTICLE I

Definitions

          Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or unless the context otherwise requires, shall have the meanings specified in this Article.

          1998-1 Mortgage Loans: Those Mortgage Loans that were purchased by the Mortgage Loan Seller from the 1998-1 Trust.

           1998-1 Primary Servicer: A Primary Servicer of the 1998-1 Mortgage Loans.

           1998-1 Trust: TMA Mortgage Funding Trust I.

          Accepted Master Servicing Practices: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the standard set forth in clause (x).

          Account: The Master Servicer Collection Account, the Distribution Account, the Yield Maintenance Account and each Servicer Account, as the context may require.

          Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities or other assets subject to a security interest pursuant to a related pledge agreement.

          Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.

          Affiliate: As to any Person, any other Person controlling, controlled by or under common control with such Person. "Control" means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise. "Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee has actual knowledge to the contrary.

          Aggregate Expense Rate: With respect to any Mortgage Loan, the sum of the applicable Servicing Fee Rates, the Master Servicing Fee Rate, the Trustee Fee Rate, the Lender-Paid PMI Rate (if applicable), and the Retained Interest Rate (if applicable).

          Agreement: This Trust, Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

          Applicable Credit Rating: For any long-term deposit or security, a credit rating of "AAA" in the case of S&P and "Aaa" in the case of Moody's. For any short-term deposit or security, a rating of "A-l+" in the case of S&P and P-1 in the case of Moody's.

          Applicable Margin: The Class A Margin, the Class M-1 Margin or the Class M-2 Margin, as applicable.

          Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a) the law of the State of Delaware and (b) such other state law whose applicability shall have been brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it by the Master Servicer, Thornburg or the Seller, or (ii) written notice from the appropriate taxing authority as to the applicability of such state law.

          Applied Realized Loss Amount: With respect to any Class of Subordinate Certificates and as to any Distribution Date, the sum of the Realized Losses with respect to the Mortgage Loans which have been applied in reduction of the Current Principal Amount of such Class which shall, on any such Distribution Date, equal with respect to the Class M-2 Certificates and Class M-1 Certificates in that order so long as their respective Current Principal Amounts have not been reduced to zero, the amount, if any, by which, (i) the aggregate Current Principal Amount of all of the Certificates (after all distributions of principal on such Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the last day of the related Due Period.

RECONSTITUTED SERVICING AGREEMENT

THIS RECONSTITUTED SERVICING AGREEMENT (this Agreement), entered into as of the 1st day of January, 2003, 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:

RECITALS

WHEREAS, the Seller has conveyed certain mortgage loans identified on Schedule I hereto (the Mortgage Loans) to Greenwich Capital Acceptance, Inc. (GCA), which in turn has conveyed the Mortgage Loans to the Trustee, on behalf of Thornburg Mortgage Securities Trust 2003-1 (the Trust), under a pooling and servicing agreement dated as of January 1, 2003 (the Pooling and Servicing Agreement), among the Trustee, the Master Servicer, Wells Fargo Bank Minnesota, National Association, as securities administrator, GCA, as depositor (referred to herein as the Depositor), Deutsche Bank National Trust Company Delaware, as Delaware trustee, and the Seller;

WHEREAS, the Mortgage Loans were purchased by the Seller pursuant to a Master Mortgage Loan Purchase Agreement between the Seller and the Servicer, as seller, dated May 1, 2001 (the Master Purchase Agreement), a copy of which is attached as Exhibit B hereto;

WHEREAS, the Mortgage Loans are currently being serviced by the Servicer pursuant to a Master Servicing Agreement between the Seller and the Servicer, dated as of May 1, 2001, as amended by that certain Amendment to Master Servicing Agreement between the Seller and the Servicer, dated January 22, 2003 (the Master Servicing Agreement), a copy of which is attached as Exhibit C hereto;

WHEREAS, the Seller desires that the Servicer continue to service the Mortgage Loans, and the Servicer has agreed to do so, subject to the rights of the Seller to terminate the rights and obligations of the Servicer hereunder without cause but subject to the other conditions set forth herein;

WHEREAS, the Master Servicer and any successor master servicer shall be obligated, among other things, to supervise the servicing of the Mortgage Loans on behalf of the Trustee, and shall have the right, under certain circumstances, to terminate the rights and obligations of the Servicer upon the occurrence and continuance of an Event of Default by the Servicer under this Agreement;

WHEREAS, the Seller and the Servicer desire that the provisions of the Master Servicing Agreement shall apply to the Mortgage Loans, but only to the extent provided herein and that this Agreement shall constitute a Reconstitution Agreement as defined under the Master Servicing Agreement which shall govern the Mortgage Loans for so long as such Mortgage Loans remain subject to the provisions of the Pooling and Servicing Agreement;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller, the Master Servicer and the Servicer hereby agree as follows:

AGREEMENT

1.

Definitions.  Capitalized terms used and not defined in this Agreement, including Exhibit A hereto, and any provisions of the Master Servicing Agreement incorporated by reference herein, shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement.

2.

Trust Cut-off Date.  The parties hereto acknowledge that by operation of Sections 4.05 and 6.01 of the Master Servicing Agreement, the remittance on February 18, 2003 to the Trust is to include principal due after January 1, 2003 (the Trust Cut-off Date) plus interest at the Mortgage Loan Remittance Rate due on the related Due Date exclusive of any portion thereof allocable to a period prior to the Trust Cut-off Date, with the adjustments specified in clauses (i) and (ii) of Section 6.01 of the Master Servicing Agreement.

3.

Servicing.  The Servicer agrees, with respect to the Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Master Servicing Agreement, except as otherwise provided herein and on Exhibit A hereto, and that the provisions of the Master Servicing Agreement, as so modified, are and shall be a part of this Agreement to the same extent as if set forth herein in full.

4.

Master Servicing; Termination of Servicer.  The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement.  The Master Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Owner under the Master Servicing Agreement to enforce the obligations of the Servicer under the Master Servicing Agreement and the term Owner as used in the Servicing Agreement in connection with any rights of the Owner shall refer to the Master Servicer, except as otherwise specified in Exhibit A hereto.  The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon the failure of the Servicer to perform any of its obligations under this Agreement, as provided in Article X of the Master Servicing Agreement.  Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Owner under the Master Servicing Agreement; and, in connection with the performance of the Master Servicers duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.

TRUST, POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2002

THORNBURG MORTGAGE SECURITIES TRUST 2002-4,
Mortgage Pass-Through Certificates,
Series 2002-4

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
MASTER SERVICER

AND

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
SERVICER

AND

ACKNOWLEDGED BY

THORNBURG MORTGAGE SECURITIES TRUST 2003-2

AND

DEUTSCHE BANK NATIONAL TRUST COMPANY
TRUSTEE

AND

THORNBURG MORTGAGE HOME LOANS, INC. . . .

GREENWICH CAPITAL ACCEPTANCE, INC.,
Depositor

THORNBURG MORTGAGE HOME LOANS, INC.,
Seller

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Master Servicer and

Securities Administrator

DEUTSCHE BANK TRUST COMPANY DELAWARE,

Delaware Trustee

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee and Custodian

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2003

__________________________________

Thornburg Mortgage Securities Trust 2003-1

Mortgage Loan Pass-Through Certificates, Series 2003-1`

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