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:
(i) the duty to cause the Note Register to be kept
if the Issuer assumes the duties of Note Registrar, and to give the
Indenture Trustee notice of any appointment of a new Note Registrar
and the location, or change in location, of the Note Register
(Section 2.04 of the Indenture);
(ii) the duty to cause the Certificate Register to
be kept if the Issuer assumes the duties of the Certificate
Registrar, and to give the Owner Trustee notice of any appointment
of a new Certificate Registrar and the location, or change in
location of the Certificate Register (Section 3.03 of the Trust
Agreement);
(iii) causing the preparation of Definitive Notes in
accordance with the instructions of any Clearing Agency, the duty
to attempt to locate a qualified successor to the Clearing Agency,
if necessary, and the preparation of written notice to the
Indenture Trustee of termination of the book-entry system through
the Clearing Agency (Section 2.12 of the Indenture);
(iv) the maintenance of an office for registration
of transfer or exchange of the Notes (Section 3.02 of the
Indenture);
(v) the maintenance of an office for registration
of transfer or exchange of the Ownership Certificates (Section 3.08
of the Trust Agreement);
(vi) the preparation of an Issuer Order required to
appoint a Paying Agent, the preparation of written notice to the
Indenture Trustee and the duty to cause newly appointed Paying
Agents, if any, to execute and deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds held in trust
(Section 3.03 of the Indenture);
(vii) the preparation of an Issuer Order required to
direct the Paying Agent to pay to the Securities Administrator all
sums held in trust by the Paying Agent (Section 3.03 of the
Indenture);
(viii) the calculation of accrual of original issue
discount, market discount, and the amortization of premium on the
Notes (Section 3.03(v) of the Indenture);
(ix) upon receipt of written notice or actual
knowledge thereof by a Responsible Officer of the Owner Trustee,
the notification to the Indenture Trustee and each Rating Agency of
an Event of Default under the Sale and Servicing Agreement (Section
3.07(d) of the Indenture);
(x) upon receipt of written notice or actual
knowledge thereof by a Responsible Officer of the Securities
Administrator, the delivery of notice to the Indenture Trustee and
each Rating Agency of each Event of Default under the Indenture and
each default by the Securities Administrator, the Master Servicer,
a Servicer or the Depositor, as applicable, under the Sale and
Servicing Agreement (Section 3.17 of the Indenture);
(xi) the furnishing of the Indenture Trustee with
the names and addresses of Holders of Notes during any period when
the Indenture Trustee is not the Note Registrar (Section 7.01 of
the Indenture);
(xii) the mailing to the Noteholders of notices with
respect to their consent to any supplemental indentures
(Sections 9.01 and 9.02 of the Indenture);
(xiii) entering into the Yield Maintenance Agreements
on behalf of the Issuer (Section 2.03(d) of the Trust Agreement);
and
(xiv) any other duties expressly required to be
performed by the Securities Administrator under the Indenture, the
Sale and Servicing Agreement or the Trust Agreement.
(b) The Securities Administrator shall take all
appropriate action with respect to the following matters under the
Indenture:
(i) the duties of an authenticating agent for
authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and
2.10 of the Indenture);
(ii) the duties of Note Registrar (Sections 2.03,
2.04, 2.07 and 2.11 of the Indenture);
(iii) the provision of notices and instructions to
the Clearing Agency (Section 2.11 of the Indenture); and
(iv) the duties of Paying Agent (Sections 3.03 and
4.02 of 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):
(i) The Depositor shall consult with the Owner
Trustee regarding the duties of the Issuer under the Sale and
Servicing Agreement and the Indenture. The Depositor shall monitor
the performance of the Issuer and shall notify the Owner Trustee
when action is necessary to comply with the Issuer’s duties
under the Sale and Servicing Agreement and the
Indenture;
(ii) causing the preparation of the Notes for
execution by the Owner Trustee upon their issuance and upon the
registration of any transfer or exchange of the Notes (Sections
2.02, 2.04 and 2.05 of the Indenture);
(iii) causing the preparation of an Issuer Order and
related documents for authentication of the Notes, executing such
Issuer Order on behalf of the Issuer and causing delivery thereof
to the Indenture Trustee (Section 2.02 of the
Indenture);
(iv) causing the preparation of any financing
statements, continuation statements, instruments of further
assurance and other instruments necessary to protect the Collateral
(Section 3.05 of the Indenture);
(v) the delivery of the Opinions of Counsel as to
Collateral (Section 3.06 of the Indenture);
(vi) the monitoring of the Issuer’s
compliance with its negative covenants (Section 3.08 of the
Indenture);
(vii) the preparation and execution of the annual
Officer’s Certificate regarding the Issuer’s compliance
with the terms of the Indenture (Section 3.09 of the
Indenture);
(viii) the delivery of notice to the Indenture Trustee
and each Rating Agency of each Event of Default under the Indenture
(Sections 3.17 and 5.01(b) of the Indenture);
(ix) causing the preparation of an Officer’s
Certificate (and executing the same on behalf of the Issuer) and
the obtaining of the Opinion of Counsel with respect to any request
by the Issuer to the Indenture Trustee to take any action under the
Indenture (Sections 4.01 and 11.01 of the Indenture);
(x) the compliance with any directive of the
Indenture Trustee with respect to the sale of the Collateral in a
commercially reasonable manner if an Event of Default shall have
occurred and be continuing under the Indenture (Section 5.04 of the
Indenture);
(xi) causing the preparation of an Issuer Request
and Officer’s Certificate (and executing the same on behalf
of the Issuer) and the obtaining of an Opinion of Counsel, if
necessary, for the release of the Collateral, as defined in the
Indenture (Section 8.04 of the Indenture);
(xii) causing the preparation of Issuer Orders and
Officer’s Certificates (and executing the same on behalf of
the Issuer) and the obtaining of Opinions of Counsel with respect
to the execution of supplemental indentures and, if necessary, the
mailing to the Noteholders of notices with respect to their consent
to such supplemental indentures (Sections 9.01, 9.02 and 9.03 of
the Indenture); and
(xiii) obtaining and preserving the Issuer’s
qualification to do business in each jurisdiction in which
such
