Unassociated Document


    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);

    
      
        
        

      

      
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    (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);

    
      
        
        

      

      
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    (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):

    
      
        
        

      

      
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    (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

    
      
        
        

      

      
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    (xiii) obtaining
      and preserving the Issuer’s qualification to do business in each jurisdiction in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of the Indenture, the Notes, the Collateral and each other
      instrument and agreement included in the Trust Estate.

     

    (b) The
      Issuer shall indemnify the Owner Trustee, the Indenture Trustee and the
      Securities Administrator, and their respective agents for, and hold them
      harmless against, any losses, liability or expense incurred without gross
      negligence or bad faith on their part, arising out of or in connection with
      the
      acceptance or administration of the transactions contemplated by the Trust
      Agreement or this Agreement, including the reasonable costs and expenses of
      defending themselves against any claim or liability in connection with the
      exercise or performance of any of their powers or duties under the Trust
      Agreement, the Indenture or this Agreement.

     

    (c) In
      addition to the duties of the Depositor set forth above, the Depositor shall
      prepare for execution by the Issuer or shall cause the preparation by other
      appropriate persons of all such documents, reports, filings, instruments,
      certificates and opinions as it shall be the duty of the Issuer to prepare,
      file
      or deliver pursuant to the Related Agreements, and at the request of the Owner
      Trustee shall take all appropriate additional action that it is the duty of
      the
      Issuer to take pursuant to the Related Agreements. Subject to Section 6 of
      this
      Agreement, and in accordance with the directions of the Owner Trustee, the
      Depositor shall administer, perform or supervise the performance of such other
      activities in connection with the Collateral (including the Related Agreements)
      as are not covered by any of the foregoing provisions and as are expressly
      requested by the Owner Trustee and are reasonably within the capability of
      the
      Depositor.

     

    Section
      3. Duties
      of the Securities Administrator with Respect to the Collateral.
      The
      Issuer hereby authorizes the Securities Administrator to file in any filing
      office any financing statement, amendment to financing statement (to the extent
      a Responsible Officer of the Securities Administrator has actual knowledge
      or
      receives written notice that an amendment is required to be filed) or
      continuation statement required to be executed pursuant to Section 3.05 of
      the
      Indenture; and the Securities Administrator agrees that it shall file any
      continuation statement necessary to maintain the effectiveness of any financing
      statement filed with respect to the Collateral pursuant to the Indenture
      (provided that it has been furnished with a copy of the filed financing
      statement by the Issuer, Depositor or Indenture Trustee with the related filing
      information, including the date, location and filing number of the filed
      financing statement, on a timely basis), and the Securities Administrator agrees
      to file any amendment to any such filed financing statement to the extent a
      Responsible Officer of the Securities Administrator receives written notice
      and
      instruction (including necessary information) from the Issuer, the Depositor
      or
      the Indenture Trustee on a timely basis that such amendment is required to
      be
      filed (Section 3.05 of the Indenture).

     

    Section
      4. Records.
      The
      Securities Administrator shall maintain appropriate books of account and records
      relating to services performed hereunder, which books of account and records
      shall be accessible for inspection by the Issuer and the Depositor at any time
      during normal business hours.

    
      
        
        

      

      
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    Section
      5. Compensation.
      The
      Securities Administrator shall perform the duties and provide the services
      called for under Section 1 above for such compensation as shall be agreed upon
      between the Securities Administrator and the Master Servicer. The fees and
      disbursements of the attorneys delivering any Opinion of Counsel, and any other
      amounts of out-of-pocket expenses reasonably incurred by the Securities
      Administrator pursuant to this Agreement shall be paid or reimbursed by the
      Issuer.

     

    Section
      6. Additional
      Information to be Furnished to the Issuer.
      The
      Depositor shall furnish to the Issuer from time to time such additional
      information regarding the Collateral as the Issuer shall reasonably
      request.

     

    Section
      7. Independence
      of the Securities Administrator.
      For all
      purposes of this Agreement, the Securities Administrator shall be an independent
      contractor and shall not be subject to the supervision of the Issuer or the
      Owner Trustee with respect to the manner in which it accomplishes the
      performance of its obligations hereunder. Unless expressly authorized by the
      Issuer, the Securities Administrator shall have no authority to act for or
      represent the Issuer or the Owner Trustee in any way and shall not otherwise
      be
      deemed an agent of the Issuer or the Owner Trustee.

     

    Section
      8. No
      Joint Venture.
      Nothing
      contained in this Agreement (i) shall constitute the Securities Administrator
      or
      the Depositor, respectively, and either of the Issuer or the Owner Trustee,
      as
      members of any partnership, joint venture, association, syndicate,
      unincorporated business or other separate entity, (ii) shall be construed to
      impose any liability as such on any of them or (iii) shall be deemed to confer
      on any of them any express, implied or apparent authority to incur any
      obligation or liability on behalf of the others.

     

    Section
      9. Other
      Activities of Securities Administrator and the Depositor.
      Nothing
      herein shall prevent the Securities Administrator, the Depositor or their
      respective Affiliates from engaging in other businesses or, in its sole
      discretion, from acting in a similar capacity as a Securities Administrator
      for
      any other person or entity even though such person or entity may engage in
      business activities similar to those of the Issuer or the Owner
      Trustee.

     

    Section
      10. Term
      of Agreement; Resignation and Removal of Securities
      Administrator.

     

    (a) This
      Agreement shall continue in force until the termination of the Trust Agreement
      in accordance with its terms, upon which event this Agreement shall
      automatically terminate.

     

    (b) Subject
      to Section 10(e) hereof, the Securities Administrator may resign its duties
      hereunder by providing the Issuer with at least 60 days’ prior written
      notice.

     

    (c) Subject
      to Section 10(e) hereof, the Issuer may remove the Securities Administrator
      immediately upon written notice of termination from the Issuer to the Securities
      Administrator if any of the following events shall occur:

    
      
        
        

      

      
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    (i) the
      Securities Administrator shall default in the performance of any of its duties
      under this Agreement and, after notice of such default, shall not cure such
      default within ten (10) days (or, if such default cannot be cured in such time,
      shall not give within ten (10) days such assurance of cure as shall be
      reasonably satisfactory to the Issuer); or

     

    (ii) a
      court
      having jurisdiction in the premises shall (x) enter a decree or order for
      relief, which decree or order shall not have been vacated within sixty (60)
      days, in respect of the Securities Administrator in any involuntary case under
      any applicable bankruptcy, insolvency or other similar law now or hereafter
      in
      effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official for the Securities Administrator or any
      substantial part of its property, or (z) order the winding-up or liquidation
      of
      the Securities Administrator’s affairs; or

     

    (iii) the
      Securities Administrator shall commence a voluntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, shall
      consent to the entry of an order for relief in an involuntary case under any
      such law, or shall consent to the appointment of a receiver, liquidator,
      assignee, trustee, custodian, sequestrator or similar official for the
      Securities Administrator or any substantial part of its property, shall consent
      to the taking of possession by any such official of any substantial part of
      its
      property, shall make any general assignment for the benefit of creditors or
      shall fail generally to pay its debts as they become due.

     

    The
      Securities Administrator agrees that if any of the events specified in clauses
      (ii) or (iii) of this Section 10(d) shall occur, it shall give written notice
      thereof to the Issuer and the Indenture Trustee within seven days after the
      occurrence of such event.

     

    (d) No
      resignation or removal of the Securities Administrator pursuant to this
      Section 10 shall be effective until (i) a successor Securities
      Administrator shall have been appointed by the Issuer in accordance with the
      Sale and Servicing Agreement and (ii) such successor Securities Administrator
      shall have agreed in writing to be bound by the terms of this Agreement in
      the
      same manner as the Securities Administrator is bound hereunder.

     

    If
      a successor Securities Administrator does not take office within sixty (60)
      days
      after the retiring Securities Administrator resigns or is removed, the resigning
      or removed Securities Administrator or the Issuer may petition any court of
      competent jurisdiction for the appointment of a successor Securities
      Administrator.

     

    (e) The
      appointment of any successor Securities Administrator shall be effective only
      after receipt of a letter from each Rating Agency to the effect that such
      proposed appointment will not cause a reduction or withdrawal of the then
      current ratings of the Notes.

     

    (f) Subject
      to Sections 10(e) and 10(f), the Securities Administrator acknowledges that
      upon
      the appointment of a successor Master Servicer pursuant to the Sale and
      Servicing Agreement, the Securities Administrator shall immediately resign
      and
      such successor Master Servicer shall automatically become the Securities
      Administrator under this Agreement. Any such successor Master Servicer shall
      be
      required to agree to assume the duties of the Securities Administrator under
      the
      terms and conditions of this Agreement in its acceptance of appointment as
      successor Master Servicer.

    
      
        
        

      

      
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    Section
      11. Action
      upon Termination, Resignation or Removal of the Securities
      Administrator.
      Promptly upon the effective date of termination of this Agreement or the
      resignation or removal of the Securities Administrator pursuant to Section
      10
      hereof, the Securities Administrator shall be entitled to be paid all fees
      and
      reimbursable expenses, including any reasonable out-of-pocket attorneys’ fees,
      accruing to it to the date of such termination, resignation or removal. The
      Securities Administrator shall forthwith upon such termination pursuant to
      Section 10 deliver to the successor Securities Administrator all property and
      documents of or relating to the Collateral then in the custody of the Securities
      Administrator, or if this Agreement has been terminated, to the Depositor.
      In
      the event of the resignation or removal of the Securities Administrator pursuant
      to Section 10, the Securities Administrator shall cooperate with the Issuer
      and
      take all reasonable steps requested to assist the Issuer in making an orderly
      transfer of the duties of the Securities Administrator.

     

    Section
      12. Reporting
      Requirements of the Commission.
      The
      Securities Administrator shall provide the required assessments, attestations
      and reports and otherwise comply with Sections 3.16, 3.17, 3.18 and 3.19 of
      the Sale and Servicing Agreement.

     

    Section
      13. Notices.
      Any
      notice, report or other communication given hereunder shall be in writing,
      delivered by mail, overnight courier or facsimile and addressed as
      follows:

     

    
      	 	
              (a)

            	
              if
                to the Issuer, to:

            


    

     

    Thornburg
      Mortgage Securities Trust 2007-1

    c/o
      Wilmington Trust Company 

    Rodney
      Square North 

    1100
      North Market Street 

    Wilmington,
      Delaware 19890 

    Attention:
      Corporate Trust Administration 

     

    Fax:
      (302) 636-4140 

     

    
      	 	
              (b)

            	
              if
                to the Securities Administrator,
                to:

            


    

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045-1951

    Attention:
      Client Manager - Thornburg Mortgage Securities Trust 2007-1

    Facsimile:
      (410) 715-2380

    


    
      	 	
              (c)

            	
              if
                to the Owner Trustee, to:

            


    

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-0001

    Fax:
      (302) 636-4140

    
      
        
        

      

      
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              (d)

            	
              if
                to the Depositor, to:

            


    

     

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York, New York 10019

    fax:
      (212) 526-8950

     

    
      	 	
              (e)

            	
              if
                to the Indenture Trustee, to:

            


    

     

    LaSalle
      Bank National Association

    135
      South LaSalle Street, Suite 1625

    Chicago,
      Illinois, 60603

    Attention:
      Global Securities and Trust Services - Thornburg 2007-1

     

    or
      to
      such other address as any party shall have provided to the other parties in
      writing. Any notice required to be in writing hereunder shall be deemed given
      if
      such notice is mailed by certified mail, postage prepaid, hand delivered or
      faxed to the address of such party as provided above.

     

    Section
      14. Amendments.

     

    (a) This
      Agreement may be amended from time to time by the parties hereto, without notice
      to or the consent of any of the Holders, (i) to cure any ambiguity, (ii) to
      cause the provisions herein to conform to or be consistent with or in
      furtherance of the statements made with respect to the Securities, the Trust
      or
      this Agreement in any Offering Document, or to correct or supplement any
      provision herein which may be inconsistent with any other provisions herein,
      (iii) to make any other provisions with respect to matters or questions arising
      under this Agreement or (iv) to add, delete, or amend any provisions to the
      extent necessary or desirable to comply with any requirements imposed by the
      Code. No such amendment effected pursuant to clause (iii) of the preceding
      sentence shall adversely affect in any material respect the interests of any
      Holder. Prior to entering into any amendment without the consent of Holders
      pursuant to this paragraph, the Securities Administrator may require an Opinion
      of Counsel (at the expense of the party requesting such amendment) to the effect
      that such amendment is permitted under this paragraph. Any such amendment shall
      be deemed not to adversely affect in any material respect any Holder if the
      Securities Administrator receives (i) written confirmation from the Rating
      Agencies that such amendment will not cause the Rating Agencies to withdraw,
      qualify or reduce the then current rating assigned to the Notes or (ii) an
      Opinion of Counsel to such effect.

     

    (b) This
      Agreement may also be amended from time to time by the parties hereto with
      the
      consent of the Holders of not less than 662⁄3% of the Class Principal Amount (or
      Class Notional Amount) of each Class of Notes and the consent of all of the
      Holders of the Ownership Certificates for the purpose of adding any provisions
      to or changing in any manner or eliminating any of the provisions of this
      Agreement or of modifying in any manner the rights of the Holders; provided,
      however,
      that no
      such amendment may (i) increase or reduce in any manner the amount of, or
      accelerate or delay the timing of, collections of payments on the Collateral
      or
      distributions that shall be required to be made for the benefit of the
      Noteholders or the Certificateholders or (ii) reduce the aforesaid
      percentage of the Class Principal Amount (or Class Notional Amount) of the
      Notes
      of any Class required to consent to any such amendment without the consent
      of
      the Holders of all the outstanding Securities.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c) Promptly
      after the execution of any such amendment, the Securities Administrator shall
      furnish a copy of such amendment to each Holder, the Depositor and to each
      Rating Agency.

     

    (d) It
      shall
      not be necessary for the consent of Holders under this Section 14 to approve
      the
      particular form of any proposed amendment, but it shall be sufficient if such
      consent shall approve the substance thereof. The manner of obtaining such
      consents and of evidencing the authorization of the execution thereof by Holders
      shall be subject to such reasonable regulations as the Securities Administrator
      may prescribe.

     

    (e) The
      Owner
      Trustee and the Securities Administrator may, but shall not be obligated to,
      enter into any amendment which affects the Owner Trustee’s or the Securities
      Administrator’s respective rights, duties or immunities under this Agreement or
      otherwise.

     

    Section
      15. Successors
      and Assigns.
      This
      Agreement may not be assigned by the Securities Administrator unless such
      assignment is previously consented to in writing by the Owner Trustee and the
      Depositor, and the Rating Agency Condition in respect thereof has been
      satisfied. An assignment with such consent and satisfaction, if accepted by
      the
      assignee, shall bind the assignee hereunder in the same manner as the Securities
      Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
      may be assigned by the Securities Administrator without the consent of the
      Owner
      Trustee or the Depositor to a corporation or other organization that is a
      successor (by merger, consolidation or purchase of assets) to the Securities
      Administrator, provided that such successor organization executes and delivers
      to the Issuer, the Owner Trustee and the Depositor an agreement in which such
      corporation or other organization agrees to be bound hereunder by the terms
      of
      said assignment in the same manner as the Securities Administrator is bound
      hereunder. Subject to the foregoing, this Agreement shall bind any successors
      or
      assigns of the parties hereto.

     

    Section
      16. Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

     

    Section
      17. Headings.
      The
      section headings hereof have been inserted for convenience of reference only
      and
      shall not be construed to affect the meaning, construction or effect of this
      Agreement.

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      18. Counterparts.
      This
      Agreement may be executed in counterparts, each of which when so executed shall
      together constitute one and the same agreement.

     

    Section
      19. Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof and any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.

     

    Section
      20. Not
      Applicable to Wells Fargo Bank, N.A. in Other Capacities.
      Nothing
      in this Agreement shall affect any obligation Wells Fargo Bank, N.A. may have
      in
      any other capacity.

     

    Section
      21. Limitation
      of Liability of Owner Trustee.
      Notwithstanding anything contained herein to the contrary, this Agreement has
      been executed by Wilmington Trust Company not in its individual capacity but
      solely in its capacity as Owner Trustee of the Issuer and in no event shall
      Wilmington Trust Company in its individual capacity or any beneficial owner
      of
      the Issuer have any liability for the representations, warranties, covenants,
      agreements or other obligations of the Issuer hereunder, as to all of which
      recourse shall be had solely to the assets of the Issuer. For all purposes
      of
      this Agreement, in the performance of any duties or obligations of the Issuer
      hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
      of, the terms and provisions of Articles VI, VII and VIII of the Trust
      Agreement.

     

    Section
      22. Limitation
      of Liability of the Securities Administrator; Indemnification.
      Notwithstanding anything herein to the contrary, this Agreement has been signed
      by Wells Fargo Bank, N.A. not in its individual capacity but solely in its
      capacity as Securities Administrator and in no event shall the Securities
      Administrator in its individual capacity have any liability for the
      representations, warranties, covenants, agreements or other obligations of
      the
      Issuer hereunder, as to all of which recourse shall be had solely to the assets
      of the Issuer. The Securities Administrator shall not have any duties or
      obligations other than those expressly set forth in this Agreement, and no
      implied duties on its part shall be read into this Agreement. In acting as
      Securities Administrator, Wells Fargo Bank, N.A. shall be entitled to the same
      benefits, rights, immunities, protections and rights to indemnification as
      are
      afforded to the Indenture Trustee under Article Six (including without
      limitation Section 6.07) of the Indenture.

     

    Section
      23. Benefit
      of Agreement.
      It is
      expressly agreed that in performing its duties under this Agreement, the
      Securities Administrator will act for the benefit of holders of the Securities
      as well as for the benefit of the Issuer, and that such obligations on the
      part
      of the Securities Administrator shall be enforceable at the instance of the
      Indenture Trustee and the Issuer.

     

    Section
      24. Bankruptcy
      Matters.
      No party
      to this Agreement shall take any action to cause the Depositor or the Issuer
      to
      dissolve in whole or in part or file a voluntary petition or otherwise initiate
      proceedings to have the Depositor or the Issuer adjudicated bankrupt or
      insolvent, or consent to the institution of bankruptcy or insolvency proceedings
      against the Depositor or the Issuer, or file a petition seeking or consenting
      to
      reorganization or relief of the Depositor or the Issuer as debtor under any
      applicable federal or state law relating to bankruptcy, insolvency, or other
      relief for debtors with respect to the Depositor or the Issuer; or seek or
      consent to the appointment of any trustee, receiver, conservator, assignee,
      sequestrator, custodian, liquidator (or other similar official) of the Depositor
      or the Issuer or of all or any substantial part of the properties and assets
      of
      the Depositor or the Issuer, or cause the Issuer to make any general assignment
      for the benefit of creditors of the Depositor or the Issuer, or take any action
      in furtherance of any of the above actions. 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered as of the day and year first above written.

     

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-1

     

    By: 
      WILMINGTON
      TRUST COMPANY,
not
      in its individual capacity
but
      solely as Owner Trustee

     

     

    By: 
      /s/ Robert J. Perkins                    

    Name:
      Robert J. Perkins

    Title: 
      Sr. Financial Services Officer

     

    WELLS
      FARGO BANK, N.A.,

    not
      in its individual capacity but solely as Securities Administrator

     

     

    By: 
      /s/ Carla S. Walker                      
      

    Name:
      Carla S. Walker

    Title:  
      Vice President

    


    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity but solely as
      Owner Trustee

     

     

    By: 
      /s/ Robert J. Perkins                    

    Name:
      Robert J. Perkins

    Title:  
      Sr. Financial Services Officer

    


     

    STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor

     

    By: 
      /s/ Joseph Kelly                      

    Name:
      Joseph Kelly

    Title:
      Senior Vice President

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    not
      in its individual capacity but solely as Indenture Trustee

     

    By: 
      /s/ Susan L. Feld                    

    Name:
      Susan L. Feld

    Title:
      Vice President