Common use of DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES Clause in Contracts

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Section 2.02 Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund. Section 2.03 Representations and Warranties of the Depositor. Section 2.04 Discovery of Breach. 55 Section 2.05 Repurchase, Purchase or Substitution of Mortgage Loans. 56 Section 2.06 Grant Clause. 57 ARTICLE III THE CERTIFICATES 58 Section 3.01 The Certificates. 58 Section 3.02 Registration. Section 3.03 Transfer and Exchange of Certificates. Section 3.04 Cancellation of Certificates. 62 Section 3.05 Replacement of Certificates. 62 Section 3.06 Persons Deemed Owners. 63 Section 3.07 Temporary Certificates. 63 Section 3.08 Appointment of Paying Agent. 63 Section 3.09 Book-Entry Certificates. 64 ARTICLE IV ADMINISTRATION OF THE TRUST FUND 65 Section 4.01 Collection Account. Section 4.02 Application of Funds in the Collection Account. 67 Section 4.03 Reports to Certificateholders. 69 Section 4.04 Certificate Account. 73 ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES 74 Section 5.01 Distributions Generally. 74 Section 5.02 Distributions from the Certificate Account. Section 5.03 Allocation of Losses. 83 Section 5.04 Advances by Master Servicer, Servicers and Trustee. 84 Section 5.05 Compensating Interest Payments. 85 Section 5.06 The Certificate Insurance Policy. 85 Section 5.07 Reserve Fund. 87 ARTICLE VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT Section 6.01 Duties of Trustee. Section 6.02 Certain Matters Affecting the Trustee. 90 Section 6.03 Trustee Not Liable for Certificates. 92 Section 6.04 Trustee May Own Certificates. 92 Section 6.05 Eligibility Requirements for Trustee. 92 Section 6.06 Resignation and Removal of Trustee. 93 Section 6.07 Successor Trustee. Section 6.08 Merger or Consolidation of Trustee.

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. 54 Section 2.02 Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund. 58 Section 2.03 Representations and Warranties of the Depositor. 60 Section 2.04 Discovery of Breach. 55 62 Section 2.05 Repurchase, Purchase or Substitution of Mortgage Loans. 56 62 Section 2.06 Grant Clause. 57 ARTICLE III THE CERTIFICATES 58 63 Section 3.01 The Certificates. 58 65 Section 3.02 Registration. 66 Section 3.03 Transfer and Exchange of Certificates. 66 Section 3.04 Cancellation of Certificates. 62 72 Section 3.05 Replacement of Certificates. 62 72 Section 3.06 Persons Deemed Owners. 63 73 Section 3.07 Temporary Certificates. 63 73 Section 3.08 Appointment of Paying Agent. 63 73 Section 3.09 Book-Entry Certificates. 64 ARTICLE IV ADMINISTRATION OF THE TRUST FUND 65 74 Section 4.01 Collection Account. 75 Section 4.02 Application of Funds in the Collection Account. 67 77 Section 4.03 Reports to Certificateholders. 69 79 Section 4.04 Certificate Account. 73 ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES 74 83 Section 4.05 Securities Administration Account. 84 Section 5.01 Distributions Generally. 74 85 Section 5.02 Distributions from the Certificate Account. 86 Section 5.03 Allocation of Losses. 83 97 Section 5.04 Advances by Master Servicer, Servicers and Trustee. 84 Securities 97 Section 5.05 Compensating Interest Payments. 85 98 Section 5.06 The Certificate Insurance Policy. 85 Section 5.07 Basis Risk Reserve Fund. 87 ARTICLE VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT 98 Section 5.07 Supplemental Interest Trust. 99 Section 5.08 Rights of Swap Counterparty. 100 Section 5.09 Termination Receipts . 100 Section 6.01 Duties of TrusteeTrustee and Securities Administrator. 101 Section 6.02 Certain Matters Affecting the TrusteeTrustee and the Securities Administrator. 90 104 Section 6.03 Trustee and Securities Administrator Not Liable for Certificates. 92 105 Section 6.04 Trustee and the Securities Administrator May Own Certificates. 92 106 Section 6.05 Eligibility Requirements for TrusteeTrustee and Securities Administrator. 92 106 Section 6.06 Resignation and Removal of TrusteeTrustee and the Securities Administrator. 93 106 Section 6.07 Successor TrusteeTrustee and Successor Securities Administrator. 108 Section 6.08 Merger or Consolidation of Trustee or the Securities Administrator. 109 Section 6.09 Appointment of Co-Trustee, Separate Trustee or Custodian. 109 Section 6.10 Authenticating Agents. 110 Section 6.11 Indemnification of Trustee and Securities Administrator. 111 Section 6.12 Fees and Expenses of Securities Administrator, Trustee and Custodians. 112 Section 6.13 Collection of Monies. 113 Section 6.14 Events of Default; Trustee To Act; Appointment of Successor 113 Section 6.15 Additional Remedies of Trustee Upon Event of Default. 117 Section 6.16 Waiver of Defaults. 118 Section 6.17 Notification to Holders. 118 Section 6.18 Directions by Certificateholders and Duties of Trustee During Event of Default. 118 Section 6.19 Action Upon Certain Failures of the Master Servicer and Upon Event of Default. 119 Section 6.20 Preparation of Tax Returns and Other Reports. 119 Section 6.21 Reporting Requirements of the Commission 121 Section 7.01 Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. 121 Section 7.02 Procedure Upon Termination of Trust Fund. 122 Section 7.03 Additional Trust Fund Termination Requirements. 123 Section 7.04 Optional Repurchase Right. 124 Section 8.01 Limitation on Rights of Holders. 124 Section 8.02 Access to List of Holders. 125 Section 8.03 Acts of Holders of Certificates. 126 Section 9.01 Duties of the Master Servicer. 127 Section 9.02 Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy. 127 Section 9.03 Master Servicer’s Financial Statements and Related Information. 128 Section 9.04 Power to Act; Procedures. 128 Section 9.05 Enforcement of Servicer’s and Master Servicer’s Obligations. 130 Section 9.06 Collection of Taxes, Assessments and Similar Items. 131 Section 9.07 Termination of Servicing Agreements; Successor Servicers. 132 Section 9.08 Master Servicer Liable for Enforcement. 133 Section 9.09 No Contractual Relationship Between Any Servicer and Trustee or Depositor. 133 Section 9.10 Assumption of Servicing Agreement by Securities Administrator. 133 Section 9.11 Due-on-Sale Clauses; Assumption Agreements. 134 Section 9.12 Release of Mortgage Files. 134 Section 9.13 Documents, Records and Funds in Possession of Master Servicer to be Held for Trustee. 135 Section 9.14 Representations and Warranties of the Master Servicer. 136 Section 9.15 Opinion. 139 Section 9.16 Standard Hazard and Flood Insurance Policies. 139 Section 9.17 Presentment of Claims and Collection of Proceeds. 139 Section 9.18 Maintenance of the Primary Mortgage Insurance Policies. 140 Section 9.19 Trustee To Retain Possession of Certain Insurance Policies and Documents. 140 Section 9.20 [Reserved] 140 Section 9.21 Compensation to the Master Servicer. 140 Section 9.22 REO Property. 141 Section 9.23 [Reserved] 142 Section 9.24 Reports to the Trustee. 142 Section 9.25 Annual Officer’s Certificate as to Compliance. 142 Section 9.26 Annual Independent Accountants’ Servicing Report. 143 Section 9.27 Merger or Consolidation. 143 Section 9.28 Resignation of Master Servicer. 144 Section 9.29 Assignment or Delegation of Duties by the Master Servicer. 144 Section 9.30 Limitation on Liability of the Master Servicer and Others. 144 Section 9.31 Indemnification; Third-Party Claims. 145 Section 9.32 Special Servicing of Delinquent Mortgage Loans. 146 Section 9.33 Alternative Index. 146 Section 9.34 Duties of the Credit Risk Manager. 146 Section 9.35 Limitation Upon Liability of the Credit Risk Manager. 148 Section 9.36 Removal of Credit Risk Manager. 148 Section 10.01 REMIC Administration. 149 Section 10.02 Prohibited Transactions and Activities. 152 Section 10.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status. 152 Section 10.04 REO Property. 153 Section 11.01 Binding Nature of Agreement; Assignment. 153 Section 11.02 Entire Agreement. 153 Section 11.03 Amendment. 154 Section 11.04 Voting Rights. 155 Section 11.05 Provision of Information. 155 Section 11.06 Governing Law. 156 Section 11.07 Notices. 156 Section 11.08 Severability of Provisions. 157 Section 11.09 Indulgences; No Waivers. 157 Section 11.10 Headings Not To Affect Interpretation. 157 Section 11.11 Benefits of Agreement. 157 Section 11.12 Special Notices to the Rating Agencies and any NIMS Insurer. 157 Section 11.13 Conflicts. 158 Section 11.14 Counterparts. 159 Section 11.15 Transfer of Servicing. 159 Exhibit A Forms of Certificates Exhibit B-1 Form of Initial Certification Exhibit B-2 Form of Interim Certification Exhibit B-3 Form of Final Certification Exhibit B-4 Form of Endorsement Exhibit C Request for Release of Documents and Receipt Exhibit D-l Form of Residual Certificate Transfer Affidavit (Transferee) Exhibit D-2 Form of Residual Certificate Transfer Affidavit (Transferor) Exhibit E List of Servicing Agreements Exhibit F Form of Rule 144A Transfer Certificate Exhibit G Form of Purchaser’s Letter for Institutional Accredited Investors Exhibit H Form of ERISA Transfer Affidavit Exhibit I [Reserved] Exhibit J [Reserved] Exhibit K List of Custodial Agreements Exhibit L [Reserved] Exhibit M List of Credit Risk Management Agreements Exhibit N-1 Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security Exhibit N-2 Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security Exhibit O [Reserved] Exhibit P Swap Agreement Exhibit Q Form of Certification to be Provided by Securities Administrator to the Depositor Exhibit R-1 Format of Watchlist Report Exhibit R-2 Format of Loss Severity Report Exhibit R-3 Format of Mortgage Insurance Claims Report Exhibit R-4 Format of Prepayment Premiums Report Exhibit R-5 Format of Analyst Report Exhibit S Form of Certification to be Provided by the Credit Risk Manager Schedule A Mortgage Loan Schedule (by Mortgage Pool) This TRUST AGREEMENT, dated as of February 1, 2005 (the “Agreement”), is by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor (the “Depositor”), LASALLE BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), ▇▇▇▇▇ FARGO BANK, N.A., as securities administrator (the “Securities Administrator”), and THE MURRAYHILL COMPANY, a Colorado corporation, as credit risk manager (the “Credit Risk Manager”).

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES. Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Loans 61 Section 2.02 Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund. Fund 65 Section 2.03 Representations and Warranties of the Depositor. Depositor 67 Section 2.04 Discovery of Breach. 55 Breach 68 Section 2.05 Repurchase, Purchase or Substitution of Mortgage Loans. 56 Loans 69 Section 2.06 Grant Clause. 57 ARTICLE III THE CERTIFICATES 58 Clause 70 Section 3.01 The Certificates. 58 Certificates 71 Section 3.02 Registration. Registration 73 Section 3.03 Transfer and Exchange of Certificates. Certificates 73 Section 3.04 Cancellation of Certificates. 62 Certificates 79 Section 3.05 Replacement of Certificates. 62 Certificates 79 Section 3.06 Persons Deemed Owners. 63 Owners 80 Section 3.07 Temporary Certificates. 63 Certificates 80 Section 3.08 Appointment of Paying Agent. 63 Agent 80 Section 3.09 Book-Book Entry Certificates. 64 ARTICLE IV ADMINISTRATION OF THE TRUST FUND 65 Certificates 81 Section 4.01 Collection Account. Account 82 Section 4.02 Application of Funds in the Collection Account. 67 Account 84 Section 4.03 Reports to Certificateholders. 69 Certificateholders 86 Section 4.04 Certificate Account. 73 ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES 74 Account 89 Section 4.05 Securities Administration Account 91 Section 5.01 Distributions Generally. 74 Generally 92 Section 5.02 Distributions from the Certificate Account. Account 93 Section 5.03 Allocation of Losses. 83 Losses 100 Section 5.04 Advances by Master Servicer, Servicers Servicer and Trustee. 84 Securities Administrator 101 Section 5.05 Compensating Interest Payments. 85 Payments 102 Section 5.06 The Certificate Insurance Policy. 85 Basis Risk Reserve Fund 102 Section 5.07 Reserve Fund. 87 ARTICLE VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT Supplemental Interest Trust 103 Section 5.08 Rights of Swap Counterparty 104 Section 5.09 Termination Receipts 104 Section 6.01 Duties of Trustee. Trustee and Securities Administrator 105 Section 6.02 Certain Matters Affecting the Trustee. 90 Trustee and the Securities Administrator 108 Section 6.03 Trustee and Securities Administrator Not Liable for Certificates. 92 Certificates 109 Section 6.04 Trustee and the Securities Administrator May Own Certificates. 92 Certificates 110 Section 6.05 Eligibility Requirements for Trustee. 92 Trustee and Securities Administrator 110 Section 6.06 Resignation and Removal of Trustee. 93 Trustee and the Securities Administrator 110 Section 6.07 Successor Trustee. Trustee and Successor Securities Administrator 112 Section 6.08 Merger or Consolidation of Trustee or the Securities Administrator 112 Section 6.09 Appointment of Co Trustee., Separate Trustee or Custodian 113 Section 6.10 Authenticating Agents 114 Section 6.11 Indemnification of Trustee and Securities Administrator 115 Section 6.12 Fees and Expenses of Securities Administrator, Trustee and Custodian 116 Section 6.13 Collection of Monies 117 Section 6.14 Events of Default; Trustee To Act; Appointment of Successor 117 Section 6.15 Additional Remedies of Trustee Upon Event of Default 121 Section 6.16 Waiver of Defaults 122 Section 6.17 Notification to Holders 122 Section 6.18 Directions by Certificateholders and Duties of Trustee During Event of Default 122 Section 6.19 Action Upon Certain Failures of the Master Servicer and Upon Event of Default 123 Section 6.20 Preparation of Tax Returns and Other Reports 123 Section 6.21 Reporting Requirements of the Commission 125