ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of December 1, 2004, is entered into by and among THORNBURG MORTGAGE SECURITIES TRUST 2004-4 (the “Assignee”), THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the “Assignor”), BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as Cendant Residential Mortgage Trust, and together with, CENDANT MORTGAGE CORPORATION, the “Sellers” and individually, each a “Seller”), and CENDANT MORTGAGE CORPORATION, as servicer (the “Servicer”), and acknowledged by WELLS FARGO BANK, N.A., as master servicer, or any successor acting in the capacity of master servicer (the “Master Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the “Trustee”).

RECITALS

           WHEREAS, the Assignor, the Sellers and the Servicer have entered into a certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of December 23, 2002 (the “Purchase Agreement”), pursuant to which the Assignor has acquired certain Mortgage Loans from the Sellers pursuant to the terms of the Purchase Agreement and the Servicer has agreed to service such Mortgage Loans; and

           WHEREAS, the Assignee has agreed, on the terms and conditions contained herein, to purchase from the Assignor the Mortgage Loans (the “Specified Mortgage Loans”) which are subject to the provisions of the Purchase Agreement and are listed on the mortgage loan schedule attached as Schedule I hereto (the “Specified Mortgage Loan Schedule”);

           WHEREAS, the Assignor desires that the Servicer continue to service the Specified Mortgage Loans, and the Servicer has agreed to do so, subject to the conditions set forth herein;

           WHEREAS, the Master Servicer shall be obligated, among other things, to supervise the servicing of the Specified 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, as provided in Section 10.01 of the Purchase Agreement, by the Servicer under this Assignment;

           WHEREAS, the Assignor and the Servicer desire that the provisions of the Purchase Agreement shall apply to the Specified Mortgage Loans, but only to the extent provided herein.

          NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

           1.      Assignment and Assumption .

                a.     On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans and all rights related thereto as provided under the Purchase Agreement to the extent relating to the Specified Mortgage Loans, the Assignee hereby accepts such assignment from the Assignor, and the Seller hereby acknowledges such assignment and assumption.

                b.     On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignee's ownership interests in the Specified Mortgage Loans since the date of the Assignor's acquisition of the Specified Mortgage Loans.

           2.      Recognition of Assignee . From and after the date hereof, both the Assignor and the Seller shall note the transfer of the Specified Mortgage Loans to the Assignee in their respective books and records and shall recognize the Assignee as the owner of the Specified Mortgage Loans, and the Servicer shall service the Specified Mortgage Loans for the benefit of the Assignee pursuant to the Purchase Agreement, the terms of which are incorporated herein by reference. It is the intention of the Seller, the Servicer, the Assignee and the Assignor that this Assignment shall be binding upon and inure to the benefit of the Assignee and the Assignor and their successors and assigns.

           3.      Representations and Warranties .

                a.     The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Seller or the Assignor other than those contained in the Purchase Agreement or this Assignment.

                b.     Each of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.

                c.     Each of the parties hereto represents and warrants that this Assignment has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, 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 equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

           4.      Continuing Effect . Except as contemplated herein and in Exhibit A attached hereto, the Purchase Agreement shall remain in full force and effect in accordance with its terms. The Servicer agrees, with respect to the Specified Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Purchase Agreement, except as otherwise provided herein and on Exhibit A, and that the provisions of the Purchase Agreement, as so modified, are and shall be a part of this Assignment to the same extent as if set forth herein in full.

           5.      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 Assignment. The Master Servicer, acting on behalf of the Assignee, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Purchase Agreement to enforce the obligations of the Servicer under the Purchase Agreement and the term "Purchaser" as used in the Purchase Agreement in connection with any rights of the Purchaser shall refer to the Master Servicer, acting on behalf of the Assignee, except as otherwise specified in Exhibit A hereto, and provided that any reference in the Purchase Agreement to "the Purchaser's expense" (or words to like effect) shall be deemed to be expenses of the Assignee and, if it relates to reimbursement of expenses incurred by the Servicer shall be recoverable by the Servicer from the Collection Account. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Assignment upon an Event of Default, as provided in Section 10.01 of the Purchase Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Purchaser under the Purchase Agreement.

           6.      Representations . The Servicer shall not be obligated or required to make any further representations and warranties regarding the characteristics of the Specified Mortgage Loans. Notwithstanding anything to the contrary, the representations set forth in Section 3.03 of the Purchase Agreement shall remain in full force and effect as of the date of the Purchase Agreement. Further, the representations made in Section 3.01 of the Purchase Agreement shall be deemed to be made as of the date of this Assignment.

           7.      Governing Law . This Assignment and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of New York.

           8.      Notices . All notices, consents, certificates and other communications required to be delivered between or among the parties hereto (including any third party beneficiary thereof) or required to be provided to the Trustee shall be in writing, may be in the form of facsimile or electronic transmission, and shall be deemed received or given when mailed first-class mail, postage prepaid, addressed to each other party at its address specified below or, if sent by facsimile or electronic mail, when facsimile or electronic confirmation of receipt by the recipient is received by the sender of such notice. Each party may designate to the other parties in writing, from time to time, other addresses to which notices and communications hereunder shall be sent. All notices and other written information required to be delivered to the Master Servicer under this Assignment shall be delivered to the Master Servicer at the following address:

          All remittances required to be made to the Master Servicer under this Assignment shall be made to the following wire account:

          All notices and other written information required to be delivered to the Trustee hereunder shall be delivered to the Trustee at the following address:

          All notices and other written information required to be delivered to the Assignor hereunder shall be delivered to it at the following address:

          All notices and written information required to be delivered to the Servicer hereunder shall be delivered to the Servicer at the following address:

           9.      Counterparts . This Assignment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

           10.      Definitions . Any capitalized term used but not defined in this Assignment, including Exhibit A hereto, shall have the same meaning ascribed to such term in the Purchase Agreement, as amended hereby.

           11.      Limitation of Liability . It is expressly understood and agreed by the parties hereto that (a) this Assignment is executed and delivered by Deutsche Bank National Trust Company, not individually or personally but solely as the Trustee of the Assignee, in the exercise of the powers and authority conferred and vested in it, (b) the representations, warranties, covenants, undertakings and agreements herein made on the part of the Trustee are made and intended not as personal representations, undertakings and agreements by Deutsche Bank National Trust Company but are made and intended for the purpose of binding only the Assignee, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank National Trust Company, individually or personally, to perform any covenant either expressly or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this Assignment and by any person claiming by, through or under such parties and (d) under no circumstances shall Deutsche Bank National Trust Company be personally liable for payment of any indemnity, indebtedness, fees or expenses of the Assignee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Assignee under this Assignment.

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          IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written.