ADMINISTRATION AGREEMENT

EXECUTION

 

 

 

 

ADMINISTRATION AGREEMENT

among

THORNBURG MORTGAGE SECURITIES TRUST 2007-1,

as Issuer

LASALLE BANK NATIONAL ASSOCIATION,

as Indenture Trustee,

WELLS FARGO BANK, N.A.,

as Securities Administrator

WILMINGTON TRUST COMPANY,

as Owner Trustee

and

STRUCTURED ASSET SECURITIES CORPORATION,

as Depositor

Dated as of February 1, 2007

 

 

 

This Administration Agreement (the “Agreement”) is entered into as of February 1, 2007 among THORNBURG MORTGAGE SECURITIES TRUST 2007-1, a Delaware statutory trust (the “Issuer”), LASALLE BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as securities administrator (the “Securities Administrator”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee of the Issuer (the “Owner Trustee”), and STRUCTURED ASSET SECURITIES CORPORATION, as depositor (the “Depositor”).

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture, the Trust Agreement or the Sale and Servicing Agreement (each as defined herein).

W I T N E S S E T H:

WHEREAS, the Issuer is a statutory trust under the Delaware Statutory Trust Act (12 Del.C. § 3801 et seq.) created by an initial trust agreement, dated as of February 23, 2007, among the Depositor, the Owner Trustee and the Securities Administrator, as amended and restated by an amended and restated trust agreement, dated as of February 27, 2007 (the “Trust Agreement”) and a certificate of trust filed with the Secretary of State of Delaware on February 23, 2007;

WHEREAS, the Issuer will issue under an indenture its Thornburg Mortgage Securities Trust 2007-1 Mortgage-Backed Notes, Series 2007-1 (the “Notes”) and, under the Trust Agreement, the Ownership Certificates (the “Ownership Certificates” and collectively with the Notes, the “Securities”);

WHEREAS, the Notes will be secured by certain collateral, as more particularly set forth in the Indenture, dated as of February 1, 2007 (the “Indenture”), among the Issuer, the Securities Administrator and the Indenture Trustee;

WHEREAS, the Ownership Certificates will be issued pursuant to the Trust Agreement and will represent undivided beneficial ownership interests in the Trust;

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Securities, including (i) a sale and servicing agreement dated as of February 1, 2007 (the “Sale and Servicing Agreement”), among the Issuer, as issuer, the Depositor, as depositor, Thornburg Mortgage Home Loans, Inc., as initial seller (the “Initial Seller”), Thornburg Mortgage Funding, Inc., as seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”), the Securities Administrator, and the Indenture Trustee, (ii) the Letter of Representations dated February 27, 2007, between the Issuer and The Depository Trust Company relating to the Notes (the “Depository Agreement”), (iii) the three Yield Maintenance Agreements, dated as of February 27, 2007, between the Issuer and the Cap Counterparty (the “Yield Maintenance Agreements”), and (iv) the Indenture (the Sale and Servicing Agreement, the Depository Agreement, the Indenture, the Yield Maintenance Agreements and the Trust Agreement being hereinafter referred to collectively as the “Related Agreements”);

WHEREAS, pursuant to the Related Agreements, the Issuer is required to perform certain duties in connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the “Collateral”) and (b) the undivided beneficial ownership interests in the Issuer represented by the Ownership Certificates (the registered holders of such interests being referred to herein as the “Certificateholders”);

WHEREAS, the Issuer desires to have the Securities Administrator and the Depositor, respectively, perform certain of the duties of the Issuer referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer or the Owner Trustee may from time to time reasonably request; and

WHEREAS, the Securities Administrator and the Depositor have the capacity to provide the respective services required hereby and are willing to perform such services for the Issuer or the Owner Trustee on the terms set forth herein.

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

Section 1. Duties of the Securities Administrator.

(a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture:

(b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture:

(c) The Securities Administrator shall perform, or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the Trust Agreement, including its duties as Certificate Paying Agent and Certificate Registrar.

(d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

In carrying out the foregoing duties and its duties under any other Operative Document, the Securities Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification. The Securities Administrator shall not be required to take notice or be deemed to have notice or knowledge of (a) any Event of Default or Default under the Indenture or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes as may be required to enable such holder to prepare its federal and state income tax returns and shall file such information returns with the Internal Revenue Service with respect to payments or accruals of interest on the Notes as are required to be filed under the Code or applicable Treasury Regulations.

The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Section 2. Duties of the Depositor With Respect to the Sale and Servicing Agreement and the Indenture.

(a) The Depositor shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture):