Unassociated Document


    AMENDMENT
      NO. 1

     

    to

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of November 1, 2006

     

    by
      and
      among

     

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    and

     

    LASALLE
      BANK NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    


     

    LEHMAN
      XS
      TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2006-19

    


    Dated
      and
      effective as of November 30, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Amendment No. 1 to Trust Agreement, dated and effective as of November 30,
      2006,
      by and among Structured Asset Securities Corporation, as Depositor, Aurora
      Loan
      Services LLC, as Master Servicer, and LaSalle Bank National Association, as
      Trustee, recites and provides as follows: 

     

    RECITALS

     

    WHEREAS,
      in connection with the issuance of the Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2006-19 (the “Certificates”), Structured Asset Securities
      Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer and
      LaSalle Bank National Association, as Trustee, have entered into a Trust
      Agreement, dated as of November 1, 2006 (the “Trust Agreement”), for the purpose
      of creating a trust fund (the “Trust Fund”), the assets of which consist
      primarily of two pools of Mortgage Loans; 

     

    WHEREAS,
      the Depositor, the Master Servicer, and the Trustee desire to amend the Trust
      Agreement as set forth herein; 

     

    WHEREAS,
      Section 11.03(a) of the Trust Agreement provides that the Trust Agreement may
      be
      amended from time to time by the Depositor, the Master Servicer, and the Trustee
      without notice to or consent of any of the Holders for the purpose of curing
      any
      ambiguity, provided such amendment, as evidenced by an Opinion of Counsel
      delivered to the Trustee, does not adversely affect the status of any REMIC
      created pursuant to the Trust Agreement or cause a tax to be imposed on any
      REMIC; and

     

    WHEREAS,
      the Trustee has received the Opinion of Counsel required pursuant to Section
      11.03(a) in the form annexed as Exhibit A hereto; and

     

    NOW,
      THEREFORE, in consideration of the foregoing and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged
      by
      the parties, it is mutually covenanted and agreed as follows:

     

    ARTICLE
      I. 

    AMENDMENTS
      TO THE TRUST AGREEMENT

     

    Section
      1.01 Amendments
      to Section 5.02.

     

    Section
      5.02(f)(vii) of the Trust Agreement is hereby amended to read in its entirety
      as
      follows: 

     

    “on
      the
      earlier of (a) the Distribution Date occurring in December 2009 (or the next
      occurring Distribution Date on which sufficient funds are available in the
      Certificate Account) and (b) the final Distribution Date, to the Class P
      Certificates, $100 in payment of the Class P Principal Amount;”

     

    ARTICLE
      II. 

    MISCELLANEOUS
      PROVISIONS

     

    Section
      2.01 Capitalized
      Terms.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    For
      all
      purposes of this Amendment No. 1, except as otherwise stated herein, terms
      used
      in capitalized form in this Amendment No. 1 and defined in the Trust Agreement
      have the meanings specified in the Trust Agreement.

     

    Section
      2.02 Continuing
      Effect.

     

    Except
      as
      expressly amended by this Amendment No. 1, the Trust Agreement shall remain
      in
      full force and effect in accordance with its terms.

     

    Section
      2.03 References
      to Trust Agreement.

     

    From
      and
      after the execution and delivery of this Amendment No. 1, all references to
      the
      Trust Agreement in the Trust Agreement, any Certificate or any other document
      executed or delivered in connection therewith shall be deemed a reference to
      the
      Trust Agreement as amended hereby, unless the context expressly requires
      otherwise.

     

    Section
      2.04 Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Amendment
      No. 1 shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Amendment No. 1 and shall
      in
      no way affect the validity or enforceability of the other provisions of this
      Amendment No. 1 or of the Certificates or the rights of the Holders
      thereof.

     

    Section
      2.05 Counterparts.

     

    This
      Amendment No. 1 may be executed in one or more counterparts, each of which
      shall
      be deemed to be an original, and all of which together shall constitute one
      and
      the same instrument.

     

    Section
      2.06 Binding
      Nature of Amendment No. 1.

     

    This
      Amendment No. 1 shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and permitted assigns. 

     

    Section
      2.07 Headings
      Not To Affect Interpretation.

     

    The
      headings contained in this Amendment No. 1 are for convenience of reference
      only, and shall not be used in the interpretation hereof.

     

    Section
      2.08 Effectiveness.

     

    This
      Amendment No. 1 shall become effective as of the date first written
      above.

     

    Section
      2.09 Governing
      Law.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    THIS
      AMENDMENT NO. 1 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee have caused
      their names to be signed hereto by their respective officers hereunto duly
      authorized as of the day and year first above written.

     

    STRUCTURED
      ASSET SECURITIES

    CORPORATION,
      as Depositor


    


    By: 
      /s/ Ellen V. Kiernan

    Name:
      Ellen V. Kiernan

    Title:
      Senior Vice President

    


    


    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer

    


    By: 
      /s/ Jerald W. Dreyer

    Name:
      Jerald W. Dreyer

    Title:
      Vice President

    


    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    as
      Trustee


    


    By: 
      /s/ Ann M. Kelly

    Name:
      Ann
      M. Kelly

    Title:
      Assistant Vice President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      A

     

    FORM
      OF OPINION OF COUNSEL

    DELIVERED
      PURSUANT TO SECTION 11.03 

    OF
      THE TRUST AGREEMENT


    
      	 	
               

               

               

              December
                [__], 2006

            
	
              LaSalle
                Bank National Association

              135
                South LaSalle Street, Suite 1511

              Chicago,
                Illinois 60603

              Attention:
                Global Securities and Trust Services - LXS 2006-19

               

            	 


    

    
      	 	
              Re:
                Amendment
                No. 1 to Trust Agreement

               

            


    

    Ladies
      and Gentlemen:

     

    You
      have
      requested our opinion in connection with the execution of Amendment No. 1,
      dated
      as of December [__], 2006 (“Amendment No. 1”), to the Trust Agreement (the
“Original Agreement”) dated as of November 1, 2006, among Structured Asset
      Securities Corporation, in its capacity as depositor (the “Depositor”), Aurora
      Loan Services LLC, as master servicer and LaSalle Bank National Association,
      as
      trustee.

     

    Section
      11.03(a) of the Original Agreement provides that the Agreement may be amended
      from time to time by the parties thereto without notice to or the consent of
      any
      of the Holders for the purpose of curing any ambiguity and provided that such
      amendment does not adversely affect the status of any REMIC created pursuant
      to
      the Original Agreement. Section 11.03(a) provides further that, prior to
      entering into any such amendment, the Trustee may require an Opinion of Counsel
      to the effect that such amendment is permitted under such Section.

     

    As
      counsel for the Depositor, we have examined and relied upon originals or copies,
      certified or otherwise identified to our satisfaction, of such instruments,
      certificates, records and other documents, and have made such examination of
      law, as we have deemed necessary or appropriate for the purpose of this opinion.
      In our examination, we have assumed the legal capacity of all natural persons,
      the genuineness of all signatures, the authenticity of all documents submitted
      to us as originals, the conformity to original documents of all documents
      submitted to us as certified or photostatic copies or by facsimile or other
      means of electronic transmission, and the authenticity of the originals of
      such
      latter documents. As to facts relevant to the opinions expressed herein and
      the
      other statements made herein, we have relied without independent investigation
      upon certificates and oral or written statements and representations of officers
      and other representatives of the Depositor and others. We have assumed that
      there is not and will not be at any time any agreement among the parties to
      Amendment No. 1 that modifies or otherwise supplements the agreements of those
      parties as expressed in the Original Agreement and Amendment No. 1.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    We
      have
      relied upon and assumed the sufficiency under the Trust Agreement of the Letters
      of Consent executed by Lehman Brothers Inc., as holder of the Class P and Class
      X Certificates and attached as Exhibit A hereto (the “Letters of
      Consent”).

     

    Capitalized
      terms used and not defined herein have the meanings assigned to them in the
      Original Agreement.

     

    _____________________________________

     

    The
      advice below was not written to be used, is not intended to be used and cannot
      be used by any taxpayer for purposes of avoiding United States federal income
      tax penalties that may be imposed. The advice is written to support the
      promotion or marketing of the transaction addressed in this opinion. Each
      taxpayer should seek advice based on the taxpayer’s particular circumstances
      from an independent tax advisor. 

     

    We
      are
      providing the foregoing disclaimer to satisfy obligations we have under Circular
      230, governing standards of practice before the Internal Revenue
      Service.

     

    _______________________________________

     

    Based
      upon the foregoing, we are of the opinion that:

     

    (i) The
      execution of Amendment No. 1 by the Trustee is permitted under Section 11.03(a)
      of the Original Agreement; and

     

    (ii) For
      federal income tax purposes, the amendment of the Original Agreement by
      Amendment No. 1 will not cause any REMIC created under the Original Agreement
      to
      fail to qualify as a REMIC within the meaning of Section 860D of the Code at
      any
      time the Certificates are outstanding. 

     

    The
      foregoing opinions and other statements are subject to the following
      qualifications, exceptions, assumptions and limitations:

     

    
      	 	
              A.

            	
              Members
                of our firm are admitted to the bar of the State of New York and
                the
                foregoing opinions are limited to matters arising under the federal
                laws
                of the United States of America and the laws of the State of New
                York. We
                express no opinion as to the laws, rules or regulations of any other
                jurisdiction, or as to the municipal laws or the laws, rules or
                regulations of any local agencies or governmental authorities of
                or within
                the State of New York, or in each case as to any matters arising
                thereunder or relating thereto.

            


    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
      	 	
              B.

            	
              With
                respect to the Original Agreement, Amendment No. 1 and any other
                instrument or agreement (each, an “Agreement”) executed or to be executed
                by any party (each, a “Party”), we have assumed, to the extent relevant to
                the opinions set forth herein, that (i) such Party (if not a natural
                person) has been duly organized and is validly existing and in good
                standing under the laws of the jurisdiction of its organization and
                has
                full right, power and authority to execute, deliver and perform its
                obligations under each Agreement to which it is a party and (ii)
                each
                Agreement has been duly authorized (if applicable), executed and
                delivered
                by, and is a valid, binding and enforceable agreement or obligation,
                as
                the case may be, of such Party.

            


    

     

    
      	 	
              C.

            	
              In
                rendering the opinion set forth in subparagraph (ii) above, we have
                relied
                on the Internal Revenue Code of 1986, as amended, U.S. Department
                of
                Treasury regulations issued pursuant thereto in temporary or final
                form,
                and various judicial and administrative precedents, any or all of
                which
                are subject to change, which change may be retroactively effective.
                We
                undertake no obligation to update this opinion in the event of any
                such
                changes.

            


    

     

    This
      letter is solely for your benefit in connection with the transaction described
      in the first paragraph above and may not be relied upon by any other person,
      nor
      may this letter be relied upon by you for any other purpose, without our prior
      written consent. We confirm, however, that we are placing no limitation on
      disclosure of the tax treatment or tax structure of the transaction that is
      the
      subject of this opinion.

    


     

    Very
      truly yours,

     

    
 

    
      
        
        

      

      
        A-3