exv4w1



 





Exhibit 4.1






TRUST AGREEMENT




among




STRUCTURED ASSET SECURITIES CORPORATION,

as Depositor,




WILMINGTON TRUST COMPANY,

as Owner Trustee




and




U.S. BANK NATIONAL ASSOCIATION,

as Administrator




Dated as of June 1, 2004




SASCO MORTGAGE LOAN TRUST 2004-GEL2

Mortgage Backed Notes, Series 2004-GEL2




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	ARTICLE I DEFINITIONS
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitional Provisions
	 	 	4	 
	ARTICLE II ORGANIZATION
	 	 	 	 
	Section 2.01. Name
	 	 	5	 
	Section 2.02. Office
	 	 	5	 
	Section 2.03. Purpose and Powers
	 	 	5	 
	Section 2.04. Appointment of the Owner Trustee
	 	 	6	 
	Section 2.05. Initial Capital Contribution; Declaration of Trust
	 	 	6	 
	Section 2.06. Issuance of Initial Ownership Certificate
	 	 	7	 
	Section 2.07. Liability of the Holder of the Ownership Certificate
	 	 	7	 
	Section 2.08. Situs of Trust
	 	 	7	 
	Section 2.09. Title to Trust Property
	 	 	7	 
	Section 2.10. Representations and Warranties of the Depositor
	 	 	7	 
	Section 2.11. Tax Treatment
	 	 	9	 
	Section 2.12. Investment Company
	 	 	9	 
	ARTICLE III THE OWNERSHIP CERTIFICATE AND TRANSFERS OF INTERESTS
	 	 	 	 
	Section 3.01. The Ownership Certificate
	 	 	9	 
	Section 3.02. Execution, Authentication and Delivery of the Ownership Certificate
	 	 	9	 
	Section 3.03. Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate
	 	 	10	 
	Section 3.04. Lost, Stolen, Mutilated or Destroyed Ownership Certificate
	 	 	12	 
	Section 3.05. Persons Deemed Certificateholders
	 	 	12	 
	Section 3.06. Access to List of Certificateholders’ Names and Addresses
	 	 	13	 
	Section 3.07. [Reserved]
	 	 	13	 
	Section 3.08. Maintenance of Office or Agency
	 	 	13	 
	Section 3.09. Certificate Paying Agent
	 	 	13	 
	Section 3.10. Initial Beneficiary
	 	 	14	 
	ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	 	 
	Section 4.01. Certificate Account
	 	 	14	 
	Section 4.02. Application of Trust Funds
	 	 	15	 
	Section 4.03. Method of Payment
	 	 	15	 
	Section 4.04. [Reserved]
	 	 	15	 
	Section 4.05. Segregation of Moneys; No Interest
	 	 	15	 







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	 	 	Page

	ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE; ACTION BY
CERTIFICATEHOLDERS
	 	 	 	 
	Section 5.01. General Authority
	 	 	15	 
	Section 5.02. General Duties
	 	 	16	 
	Section 5.03. Action Upon Instruction
	 	 	16	 
	Section 5.04. No Duties Except as Specified under Specified Documents or in Instructions
	 	 	17	 
	Section 5.05. Restrictions
	 	 	17	 
	Section 5.06. Prior Notice to the Holder with Respect to Certain Matters
	 	 	17	 
	Section 5.07. Action by the Holder with Respect to Bankruptcy
	 	 	20	 
	Section 5.08. Restrictions on the Holder’s Power
	 	 	20	 
	ARTICLE VI CONCERNING THE OWNER TRUSTEE
	 	 	 	 
	Section 6.01. Acceptance of Trusts and Duties
	 	 	20	 
	Section 6.02. Furnishing of Documents
	 	 	21	 
	Section 6.03. Books and Records
	 	 	21	 
	Section 6.04. Representations and Warranties
	 	 	21	 
	Section 6.05. Reliance; Advice of Counsel
	 	 	23	 
	Section 6.06. Not Acting in Individual Capacity
	 	 	24	 
	Section 6.07. Owner Trustee Not Liable for Ownership Certificate or Collateral
	 	 	24	 
	Section 6.08. Owner Trustee May Own Ownership Certificate and Notes
	 	 	24	 
	Section 6.09. Licenses
	 	 	24	 
	Section 6.10. Doing Business in Other Jurisdictions
	 	 	24	 
	ARTICLE VII INDEMNIFICATION AND COMPENSATION
	 	 	 	 
	Section 7.01. Trust Expenses
	 	 	25	 
	Section 7.02. Indemnification
	 	 	25	 
	Section 7.03. Compensation
	 	 	25	 
	Section 7.04. Lien on Trust Estate
	 	 	25	 
	ARTICLE VIII TERMINATION OF AGREEMENT
	 	 	 	 
	Section 8.01. Termination of Agreement
	 	 	26	 
	ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	 	 	 	 
	Section 9.01. Eligibility Requirements for Owner Trustee
	 	 	27	 
	Section 9.02. Resignation or Removal of Owner Trustee
	 	 	27	 
	Section 9.03. Successor Owner Trustee
	 	 	27	 
	Section 9.04. Merger or Consolidation of Owner Trustee
	 	 	28	 
	Section 9.05. Appointment of Co-Trustee or Separate Trustee
	 	 	28	 
	ARTICLE X MISCELLANEOUS
	 	 	 	 
	Section 10.01. Supplements and Amendments
	 	 	30	 
	Section 10.02. No Legal Title to Trust Estate in Holder
	 	 	31	 







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	 	 	Page

	Section 10.03. Pledge of Collateral by Owner Trustee is Binding
	 	 	31	 
	Section 10.04. Limitations on Rights of Others
	 	 	31	 
	Section 10.05. Notices
	 	 	31	 
	Section 10.06. Severability
	 	 	32	 
	Section 10.07. Separate Counterparts
	 	 	32	 
	Section 10.08. Successors and Assigns
	 	 	32	 
	Section 10.09. Headings
	 	 	32	 
	Section 10.10. Governing Law
	 	 	32	 
	Section 10.11. No Petition
	 	 	32	 
	Section 10.12. No Recourse
	 	 	33	 
	Section 10.13. Reporting Requirements of the Commission and Indemnification
	 	 	33	 
	ARTICLE XI OFFICERS
	 	 	 	 
	Section 11.01. Appointment of Officers
	 	 	33	 
	Section 11.02. Officers to Provide Information to the Owner Trustee
	 	 	33	 







EXHIBITS:




	 	 	 
	Exhibit A

	 	Form of Ownership Certificate
	Exhibit B

	 	[Reserved]
	Exhibit C

	 	Form of Certificate of Trust
	Exhibit D-1

	 	Form of Rule 144A Investment Letter
	Exhibit D-2

	 	Form of Non-Rule 144A Investment Letter
	Exhibit E

	 	Form of ERISA Transfer Affidavit
	Exhibit F-1

	 	Form of Ownership Certificate Transfer Affidavit (Transferee)
	Exhibit F-2

	 	Form of Ownership Certificate Transfer Affidavit (Transferor)
	Exhibit G

	 	Owner Trustee Fee Letter Agreement
	Exhibit H

	 	Form of FASIT Election Certificate
	Exhibit I

	 	Form of FASIT Affidavit







iii









 






     This TRUST AGREEMENT, dated as of June 1, 2004, is by and among STRUCTURED
ASSET SECURITIES CORPORATION, a Delaware corporation (the “Depositor”),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee (the
“Owner Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as Administrator (the “Administrator”).



     WHEREAS, pursuant to the Transfer and Servicing Agreement entered into
simultaneously with this Trust Agreement, Depositor intends to sell, transfer
and assign to a Delaware statutory trust created hereunder certain Mortgage
Loans and related assets (collectively, the “Collateral”), which statutory
trust would then pledge such Collateral under an indenture in order to secure
the issuance of its Mortgage-Backed Notes, Series 2004-GEL2 (the “Notes”), the
net proceeds of which would be applied toward the purchase of the Collateral.



     WHEREAS, the Depositor, the Owner Trustee, the Administrator and the
Initial Holder intend that the Trust be treated as a FASIT for federal income
tax purposes.



     WHEREAS, the Depositor, the Owner Trustee and the Administrator desire to
enter into this Agreement in order to effect the foregoing.



     NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01. Definitions. For all purposes of this Agreement, the following
terms shall have the meanings set forth below.



     Actual Knowledge: With respect to the Owner Trustee, any officer
within the Corporate Trust Office of the Owner Trustee responsible for
administering the Trust hereunder, or under the Operative Agreements, who has
actual knowledge of an action taken or an action not taken with regard to the
Trust. Actions taken or actions not taken of which the Owner Trustee should
have had knowledge, or has constructive knowledge, do not meet the definition
of Actual Knowledge hereunder. With respect to the Administrator, any
Responsible Officer of the Administrator who has actual knowledge of an action
taken or an action not taken with regard to the Trust. Actions taken or
actions not taken of which the Administrator should have had knowledge, or has
constructive knowledge, do not meet the definition of Actual Knowledge
hereunder.



     Agreement or Trust Agreement: This Trust Agreement and any
amendments or modifications hereof.



     Authorized Officer: With respect to the Trust, any officer of the
Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Trust and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, any
Vice President, Assistant Vice President, Trust Officer, or more senior officer
of the Administrator who is authorized to act for the



 









 




Administrator in matters
relating to the Trust and to be acted upon by the Administrator pursuant to the
Administration Agreement and who is identified on the list of Authorized
Officers delivered by the Administrator to the Indenture Trustee on the Closing
Date (as such list may be modified or supplemented from time to time
thereafter).




     Bank: Wilmington Trust Company in its individual capacity and not
as Owner Trustee under this Agreement.



     Certificate: Any Ownership Certificate.



     Certificate of Trust: The Certificate of Trust to be filed by the
Owner Trustee for the Trust pursuant to Section 3810(a) of the Delaware Trust
Statute in the form of Exhibit C hereto.



     Certificate Paying Agent: Initially, the Administrator, in its
capacity as Certificate Paying Agent, or any successor to the Administrator in
such capacity.



     Certificate Register: The register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the registration
of the Ownership Certificate and of transfers and exchanges of such Ownership
Certificate.



     Certificate Registrar: Initially, the Administrator, in its
capacity as Certificate Registrar, or any successor to the Administrator in
such capacity.



     Certificateholder or Holder: The Person in whose name an Ownership
Certificate is registered in the Certificate Register.



     Collateral: As defined in the Indenture.



     Corporate Trust Office: With respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001; or at such
other address in the State of Delaware as the Owner Trustee may designate by
notice to the Certificateholders, or the principal corporate trust office of
any successor Owner Trustee (the address (which shall be in the State of
Delaware) of which the successor owner trustee will notify the
Certificateholders) and with respect to the Certificate Registrar, the
principal office of the Certificate Registrar at which at any particular time
its corporate trust business shall be administered, which office at date of
execution of this Agreement is located at 60 Livingston Ave., St. Paul,
Minnesota 55107, Attention: Corporate Trust Services (SASCO 2004-GEL2), or at
such other address as the Certificate Registrar may designate from time to time
by notice to the Noteholders and the Trust, or the principal corporate trust
office of any successor Certificate Registrar at the address designated by such
successor Certificate Registrar by notice to the Noteholders and the Trust.



     Delaware Trust Statute: Chapter 38 of Title 12 of the Delaware
Code, 12 Del.C. Section 3801 et seq., as the same may be amended from time to
time.



     Depositor: Structured Asset Securities Corporation, a Delaware
corporation.



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     Eligible Corporation: A domestic corporation described in section
860L(a)(2) of the Code that (i) is not the obligor on any debt instrument held
as part of the Trust, and (ii) is not related, within the meaning of section
860L(g), to any person who is an obligor on any debt instrument held as part of
the Trust.



     ERISA: The Employee Retirement Income Security Act of 1974, as
amended.



     Expenses: The meaning specified in Section 7.02.



     FASIT Provisions: The provisions of the federal income tax law
relating to financial asset securitization investment trusts, which appear in
Sections 860H through 860L of the Code, and related provisions, regulations,
rulings and administrative pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.



     FASIT Restricted Security: The meaning specified in Section 3.03.



     Indenture: The indenture dated as of June 1, 2004, between the
Issuer and the Indenture Trustee, as such may be amended or supplemented from
time to time.



     Initial Holder: Lehman Pass-Through Securities Inc., or any
successor in interest.



     Lehman Brothers: Lehman Brothers Inc., or any successor in
interest.



     Master Servicer: Aurora Loan Services Inc., or any successor in
interest.



     Net Proceeds from the Notes: The proceeds received by the Trust
from time to time from the issuance and sale of its Notes, less the costs and
expenses incurred in connection with the issuance and sale of such Notes.



     Non-U.S. Person: Any person other than a “United States person” as
defined in Section 7701(a)(30) of the Code.



     Noteholder: A Person in whose name a Note is registered on the
Note Register.



     Officer: Those officers of the Trust referred to in Article XI.



     Opinion of Counsel: One or more written opinions of counsel who
may, except as otherwise expressly provided in this Agreement, be employees of
or counsel to the Depositor and who shall be satisfactory to the Owner Trustee
and the Administrator, which opinion shall be addressed to the Owner Trustee
and the Administrator.



     Ownership Certificate: An equity certificate representing a 100%
undivided beneficial interest in the Trust in substantially the form annexed
hereto as Exhibit A.



     Owner Trustee: Wilmington Trust Company, a Delaware banking
corporation, and any successor in interest, not in its individual capacity, but
solely as owner trustee under the Trust Agreement.



3









 





     Percentage Interest: With respect to any Ownership Certificate,
the percentage set forth on the face thereof.



     Proposer: The Certificateholder making a written request pursuant
to Section 5.07.



     Responsible Officer: With respect to the Owner Trustee, any
officer within the Corporate Trust Office of the Owner Trustee with direct
responsibility for the administration of the Trust and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of, and familiarity with, the particular subject; and
with respect to the Administrator, any officer with direct responsibility for
the administration of the Trust and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s
knowledge of, and familiarity with, the particular subject.



     Secretary of State: The Secretary of State of the State of
Delaware.



     Seller: Lehman Brothers Holdings Inc.



     Single Certificate: An Ownership Certificate representing a 100%
Percentage Interest.



     Transfer and Servicing Agreement: The Transfer and Servicing
Agreement dated as of June 1, 2004, by and among the Trust, the Depositor, as
seller, The Murrayhill Company, as credit risk manager, the Master Servicer and
the Indenture Trustee, as such may be amended or supplemented from time to
time.



     Trust: The trust established pursuant to this Agreement which
shall carry on its business operations under the name of “SASCO Mortgage Loan
Trust 2004-GEL2.”



     Section 1.02. Other Definitional Provisions.



     Capitalized terms used herein and not defined herein shall have the same
meanings assigned to them in the Transfer and Servicing Agreement or in the
Indenture, as applicable.



     (a) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.



     (b) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or
other document are
inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Agreement or in any
such certificate or other document shall control.



     (c) The words “hereof,” “herein,” “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of



4









 




this Agreement; Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to
this Agreement unless otherwise specified; and the term “including” shall mean
“including without limitation.”




     (d) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as the feminine and neuter genders of such terms.



     (e) Any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to
a Person are also to its permitted successors and assigns.



ARTICLE II

ORGANIZATION




     Section 2.01. Name. The trust established under this Agreement shall be
referred to as “SASCO Mortgage Loan Trust 2004-GEL2” in which name the Owner
Trustee and the Officers may conduct the activities contemplated hereby,
including the making and executing of contracts and other instruments on behalf
of the Trust and sue and be sued.



     Section 2.02. Office. The principal office of the Trust shall be in care of
the Owner Trustee, at its Corporate Trust Office. The Trust shall also have an
office in care of the Administrator at its Corporate Trust Office.



     Section 2.03. Purpose and Powers. The Trust shall have the power and
authority to engage in any of the following activities:



     (a) to issue one or more Classes of Notes from time to time pursuant to
the Indenture and the Ownership Certificate pursuant to this Agreement and to
sell, transfer and exchange such Notes and such Ownership Certificate;



     (b) with the proceeds of the sale of the Notes and the Ownership
Certificate, to pay the organizational, start-up and transactional expenses of
the Trust and to pay the balance of the Net Proceeds from the Notes to the
Depositor in consideration of the transfer to the Trust of the Collateral;



     (c) to assign, grant, transfer, pledge, mortgage and convey the Trust
Estate pursuant to the Indenture and to hold, manage and distribute to the
Certificateholder pursuant to the terms of the Transfer and Servicing Agreement
any portion of the Collateral released from the lien of, and remitted to the
Trust pursuant to, the Indenture;



     (d) to enter into and perform its obligations under the Operative
Agreements to which it is to be a party;



5









 





     (e) to engage in those activities, including entering into agreements,
that are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith;



     (f) subject to compliance with the Operative Agreements, to engage in such
other activities as may be required in connection with conservation of the
Trust Estate and the making of distributions and payments to the
Certificateholders and the Noteholders; and



     (g) to maintain its qualification as a FASIT for federal income tax
purposes.



     The Trust is hereby authorized to engage in the foregoing activities. The
Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the Operative Agreements.



     Section 2.04. Appointment of the Owner Trustee. The Depositor hereby appoints the
Bank to act as owner trustee (the “Owner Trustee”) of the Trust effective as of
the date hereof to have all the rights, powers and duties set forth herein with
respect to accomplishing the purposes of the Trust.



     The Owner Trustee is hereby authorized to execute this Agreement, the
Indenture, the Administration Agreement, the Transfer and Servicing Agreement
and any other Operative Agreement on behalf of the Trust. The Owner Trustee is
hereby authorized to take all actions required or permitted to be taken by it
in accordance with the terms of this Agreement.



     Section 2.05. Initial Capital Contribution; Declaration of Trust.



     (a) The Depositor hereby sells, assigns, transfers, conveys and sets over
to the Trust, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the Closing Date, of
the foregoing contribution which shall constitute the initial corpus of the
Trust Estate and shall be deposited in the Certificate Account. The Depositor
shall pay organizational expenses of the Trust as they may arise or shall, upon
the request of the Owner Trustee, promptly reimburse the Owner Trustee for any
such expenses paid by the Owner Trustee.



     (b) The Owner Trustee hereby declares that it will hold the Trust Estate
in trust upon and subject to the conditions set forth herein for the use and
benefit of the Certificateholders, subject to the obligations of the Trust
under the Operative Agreements. It is the intention of the parties hereto that
the Trust constitute a statutory trust under the Delaware Trust Statute and
that this Agreement constitute the governing instrument of such statutory
trust. No later than the Closing
Date, the Owner Trustee shall cause the filing of the Certificate of Trust
with the Secretary of State. Except as otherwise provided in this Agreement,
the rights of the Certificateholders will be those of beneficial owners of the
Trust.



     (c) The parties to this Agreement hereby agree to make a FASIT election
pursuant to Section 7.01(a) of the Transfer and Servicing Agreement and, upon
creation of the Trust, execute a certificate in the form of Exhibit H attached
hereto.



6









 





     Section 2.06. Issuance of Initial Ownership Certificate. Upon the formation
of the Trust by the initial contribution by the Depositor pursuant to Section
2.05, the Owner Trustee will issue the Ownership Certificate to the Initial
Holder; provided, however, the Initial Holder will be required to make a FASIT
election pursuant to Section 7.01(a) of the Transfer and Servicing Agreement
and execute certificates in the form of Exhibit H and Exhibit I attached
hereto.



     Section 2.07. Liability of the Holder of the Ownership Certificate. The
Certificateholder shall be liable directly to and shall indemnify any injured
party for all losses, claims, damages, liabilities and expenses of the Trust
(including Expenses, to the extent not paid out of the Trust Estate); provided,
however, that the Certificateholder shall not be liable for payments required
to be made to or for any losses incurred by a Noteholder in the capacity of an
investor in the Notes. In addition, any third party creditors of the Trust
(other than in connection with the obligations described in the following
sentence for which the Certificateholder shall be liable) shall be deemed third
party beneficiaries of this paragraph. The Certificateholder shall be liable
for any entity level taxes imposed on the Trust. The obligations of the
Certificateholder under this paragraph shall be evidenced by the Ownership
Certificate.



     Section 2.08. Situs of Trust. The Trust will be located and administered in
the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the States of Delaware, New York or the
jurisdiction where the Indenture Trustee maintains bank accounts with respect
to collections on the Collateral (which is currently New York). The only
office of the Trust will be as described in Section 2.02 hereof. The Trust
shall not have any employees; provided, however, that nothing herein shall
restrict or prohibit the Owner Trustee from having employees within or without
the State of Delaware. Payments will be received by the Trust only in
Delaware, New York, the jurisdiction in which the Indenture Trustee maintains
the Certificate Account or such other jurisdiction designated by the Depositor,
and payments will be made by the Trust only from Delaware, New York or such
other jurisdiction designated by the Depositor.



     Section 2.09. Title to Trust Property.



     (a) Subject to the Indenture, title to all of the Trust Estate shall be
vested at all times in the Trust as a separate legal entity until this
Agreement terminates pursuant to Article VIII hereof; provided, however, that
if the laws of any jurisdiction require that title to any part of the Trust
Estate be vested in the trustee of the Trust, then title to that part of the
Trust Estate shall be
deemed to be vested in the Owner Trustee or any co-trustee or separate
trustee, as the case may be, appointed pursuant to Article IX of this
Agreement.



     (b) The Certificateholders shall have beneficial but not legal title to
any part of the Trust Estate. No transfer by operation of law or otherwise of
any interest of the Certificateholders shall operate to terminate this
Agreement or the trusts created hereunder or entitle any transferee to an
accounting or to the transfer to it of any part of the Trust Estate.



     Section 2.10. Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee and the Administrator as of
the Closing Date, as follows:



7









 





     (a) The Depositor is duly organized and validly existing as a corporation
in good standing under the laws of the State of Delaware, with power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted and had at all
relevant times, and now has, power, authority and the legal right to acquire
and own the Mortgage Loans.



     (b) The Depositor is duly qualified to do business as a foreign
corporation in good standing and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or
the conduct of its business shall require such qualifications.



     (c) The Depositor has the power and authority to execute and deliver any
Operative Agreement to which it is a party and to carry out its terms; the
Depositor has full power and authority to sell and assign the Collateral to be
sold and assigned to and deposited with the Trust and the Depositor has duly
authorized such assignment and deposit to the Trust by all necessary corporate
action; and the execution, delivery and performance of this Agreement or any
other Operative Agreement to which it is a party has been duly authorized by
the Depositor by all necessary corporate action and, assuming the due
authorization, execution and delivery of each such agreement by the other
parties thereto, each such agreement constitutes a valid and binding obligation
of the Depositor, enforceable against the Depositor in accordance with its
terms, except as enforcement thereof may be subject to or limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws
relating to or affecting creditors’ rights generally and by general equitable
principles.



     (d) The consummation of the transactions contemplated by this Agreement
and the fulfillment of the terms hereof and thereof do not conflict with,
result in any breach of any of the terms and provisions of, or constitute (with
or without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Depositor, or any indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound; nor
result in the creation or imposition of any lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Operative Agreements); nor violate any law or, to
the best of the Depositor’s knowledge, any order, rule or regulation applicable
to the Depositor of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties.



     (e) There are no proceedings or investigations, pending or, to the best
knowledge of the Depositor, threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties: (i) asserting the invalidity of this
Agreement or any other Operative Agreement to which the Depositor is a party,
(ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any other Operative Agreement to which the
Depositor is a party or (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement or any
other Operative Agreement to which the Depositor is a party.



     (f) The representations and warranties of the Depositor made pursuant to
the Transfer and Servicing Agreement are true and correct.



8









 





     (g) This Agreement is not required to be qualified under the Trust
Indenture Act of 1939, as amended, and the Trust is not required to be
registered as an “investment company” under the Investment Company Act of 1940,
as amended.



     Section 2.11. Tax Treatment. The Depositor, the Owner Trustee and the
Initial Holder intend that the Trust be treated as a FASIT for federal income
tax purposes.



     Section 2.12. Investment Company. Neither the Depositor nor any holder of an
Ownership Certificate shall take any action which would cause the Trust to
become an “investment company” which would be required to register under the
Investment Company Act of 1940, as amended.



ARTICLE III

THE OWNERSHIP CERTIFICATE AND TRANSFERS OF INTERESTS




     Section 3.01. The Ownership Certificate. The Ownership Certificate shall
initially be issued as a single certificate in definitive, fully registered
form and shall initially be registered in the name of the Initial Holder. No
Ownership Certificate shall be issued in authorized denominations of less than
a 100% Percentage Interest in such Certificates. The Ownership Certificate
shall be executed on behalf of the Trust by manual or facsimile signature of an
Authorized Officer of the Owner Trustee and authenticated in the manner
provided in Section 3.02. An Ownership Certificate bearing the manual
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly
issued and entitled to the benefit of this Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Ownership Certificate or did not hold such
offices at the date of authentication and delivery of such Ownership
Certificate. A Person shall become a Certificateholder and shall be entitled
to the rights and subject to the obligations of a Certificateholder hereunder
upon such Person’s acceptance of an Ownership Certificate duly registered in
such Person’s name pursuant to Section 3.03.



     Section 3.02. Execution, Authentication and Delivery of the Ownership
Certificate. 



     Concurrently with the sale of the Collateral to the Trust pursuant to the
Transfer and Servicing Agreement, the Owner Trustee shall cause the Ownership
Certificate issued hereunder to be executed and authenticated on behalf of the
Trust and authenticated and delivered to or upon the written order of the
Depositor, signed by its chairman of the board, its president or any vice
president, without further corporate action by the Depositor. The Ownership
Certificate shall not entitle its Holder to any benefits under this Agreement
or be valid for any purpose unless there shall appear on such Ownership
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A hereto, executed by the Owner Trustee or the Administrator, as the
Owner Trustee’s authenticating agent, by manual signature; such authentication
shall constitute conclusive evidence that such Ownership Certificate shall have
been duly authenticated and delivered hereunder. An Ownership Certificate
shall be dated the date of its authentication.



9









 





     Section 3.03. Registration of and Limitations on Transfers and Exchanges of the
Ownership Certificate. The Certificate Registrar shall keep or
cause to be kept, at the office or agency maintained pursuant to Section 3.08,
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Certificate Registrar shall provide for the registration of
the Ownership Certificate and of transfers and exchanges of the Ownership
Certificate as herein provided; provided, however, that no Ownership
Certificate shall be issued in any such transfer and exchange representing less
than a 100% Percentage Interest in such Certificate. The Administrator shall
be the initial Certificate Registrar. If the Certificate Registrar resigns or
is removed, the Owner Trustee, with the consent of the Depositor, shall appoint
a successor Certificate Registrar.



     Subject to satisfaction of the conditions set forth below, upon surrender
for registration of transfer of an Ownership Certificate at the office or
agency maintained pursuant to Section 3.08, the Owner Trustee shall execute,
authenticate and deliver (or cause the Administrator as its authenticating
agent to authenticate and deliver), in the name of the designated transferee, a
new Ownership Certificate evidencing the Percentage Interest of the Ownership
Certificate so surrendered and dated the date of authentication by the Owner
Trustee or the Certificate Registrar.



     Every Ownership Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Holder or such Holder’s attorney duly authorized in writing.
Each Ownership Certificate surrendered for registration of transfer or exchange
shall be cancelled and subsequently disposed of by the Certificate Registrar in
accordance with its customary practice.



     No service charge shall be made for any registration of transfer or
exchange of the Ownership Certificate, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection
with any transfer or exchange of the Ownership Certificate or any other
expense arising as a result of any registration of transfer or exchange.



     The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make and the Certificate Registrar shall not register
transfer or exchanges of an Ownership Certificate for a period of 15 days
preceding the due date for any payment with respect to the Ownership
Certificate.



     No transfer of an Ownership Certificate shall be made unless such transfer
is exempt from the registration requirements of the Securities Act and any
applicable state securities laws or is made in accordance with said Act and
laws. Except in the case of the initial transfer to the Initial Holder, in the
event of any such transfer, the Certificate Registrar or the Depositor shall
prior to such transfer require the transferee to execute (i) an investment
letter (in the form attached hereto as Exhibit D-1) certifying to the Trust,
the Owner Trustee, the Administrator, the Certificate Registrar and the
Depositor that such transferee is a “qualified institutional buyer” under Rule
144A under the Securities Act, or (ii) an investment letter (in the form
attached hereto as Exhibit D-2) certifying to the Trust, the Owner Trustee, the
Administrator, the Certificate Registrar and the Depositor that such transferee
is an “accredited investor” (as



10









 




defined in Rule 501(a)(1), (2), (3) or (7) of
the Securities Act, and any expense associated with the preparation and
execution of any such investment letter shall not be an expense of the Trust,
the Owner Trustee, the Administrator, the Certificate Registrar or the
Depositor. A Holder desiring to effect the transfer of an Ownership
Certificate shall, and does hereby agree to, indemnify the Trust, the Owner
Trustee, the Administrator, the Certificate Registrar and the Depositor against
any and all liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.




     Except in the case of the initial transfer to the Initial Holder, no
transfer of an Ownership Certificate shall be made unless the Certificate
Registrar shall have received a representation letter (in the form attached
hereto as Exhibit E) from the proposed transferee of such Ownership Certificate
to the effect that such proposed transferee is not an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of
the Code, or a Person acting on behalf of any such plan or using the assets of
any such plan, which representation letter shall not be an expense of the
Trust, the Owner Trustee, the Administrator, the Certificate Registrar or the
Depositor.



     Notwithstanding anything to the contrary contained herein, the Ownership
Certificate shall be owned at all times directly by an Eligible Corporation and
shall be subject to the restrictions below.



     Prior to and as a condition of the registration of any transfer, sale or
other disposition of the Ownership Certificate:




     (i) the proposed transferee shall deliver to the Certificate
Registrar an affidavit in substantially the form attached hereto as
Exhibit F-1 representing and warranting, among other things, that such
transferee is an Eligible Corporation, and the proposed transferor shall
deliver to the Certificate Registrar an affidavit in substantially the
form attached hereto as Exhibit F-2;




     (ii) the Certificate Registrar may (but shall have no obligation to)
require the delivery by the proposed transferee of an Opinion of Counsel,
addressed to the Depositor and the Certificate Registrar, satisfactory in
form and substance to the Certificate Registrar and the Depositor, that
such proposed transferee is an Eligible Corporation; and




     (iii) Notwithstanding the registration in the Certificate Register
of any transfer, sale or other disposition of the Ownership Certificate
to a Person other than an Eligible Corporation, such registration shall
be deemed to be of no legal force or effect whatsoever and such Person
shall not be deemed to be a holder for any purpose hereunder, including,
but not limited to, the receipt of distributions on the Ownership
Certificate. The Certificate Paying Agent shall not be under any
liability to any person for any registration or transfer of the Ownership
Certificate to a Person other than an Eligible Corporation, or for the
maturity of any payments due on the Ownership Certificate to any Holder
thereof or for taking any other action with respect to such Holder under
the provisions of this Agreement, so long as the transfer was effected in
accordance with this Section, unless the Certificate Paying Agent shall
have actual knowledge at the time of such transfer or the time of such
payment or other action that



11









 





the transferee is not an Eligible Corporation. The Certificate Paying Agent shall be entitled to recover
from any Holder of the Ownership Certificate that was not an Eligible
Corporation at the time it became or any subsequent time it ceased to be
an Eligible Corporation, all payments made on the Ownership Certificate
at and after either such times (and all costs and expenses, including but
not limited to attorneys’ fees, incurred in connection therewith). Any
payment (not including any such costs and expenses) so recovered by the
Certificate Paying Agent shall be paid and delivered to the last
preceding Holder.



     If any purported transferee shall become a Holder in violation of the
provisions of this Section, then upon receipt of written notice to the
Certificate Registrar and the Certificate Paying Agent that the registration of
transfer of the Ownership Certificate to such Holder was not in fact permitted
by this Section, then the transfer to that Holder shall be void ab initio and
the last preceding Holder that was and that continues to be an Eligible
Corporation shall be restored to all rights as Holder thereof retroactive to
the date of such registration of transfer of the Ownership Certificate. The
Certificate Registrar shall be under no liability to any Person for any
registration of transfer of an Ownership Certificate that is in fact not
permitted by this Section, for making any payment due on such Certificate to
the Holder thereof or for taking any other action with respect to such Holder
under the provisions of this Agreement so long as the transfer was registered
upon receipt of the affidavit described in the immediately preceding paragraph.



     Section 3.04. Lost, Stolen, Mutilated or Destroyed Ownership Certificate. If
(a) a mutilated Ownership Certificate is surrendered to the Certificate
Registrar, or (b) the Certificate Registrar receives evidence to its
satisfaction that an Ownership Certificate has been destroyed, lost or stolen,
and there is delivered to the Certificate Registrar proof of ownership
satisfactory to the Certificate Registrar, together with such security or
indemnity as required by the Certificate Registrar and the Owner Trustee to
save each of them harmless, then in the absence of notice to the Certificate
Registrar or the Owner Trustee that such Ownership
Certificate has been acquired by a protected purchaser, the Owner Trustee
shall execute on behalf of the Trust, and the Owner Trustee or the Certificate
Registrar shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Ownership Certificate, a new
Ownership Certificate of like tenor and Percentage Interest. In connection
with the issuance of any new Ownership Certificate under this Section 3.04, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any expenses of the Owner Trustee or the Certificate
Registrar (including any fees and expenses of counsel) and any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Ownership Certificate issued pursuant to this Section 3.04 shall constitute
conclusive evidence of ownership in the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Ownership Certificate shall be found at
any time.



     Section 3.05. Persons Deemed Certificateholders. Prior to due presentation
of an Ownership Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar or any Certificate Paying Agent may treat the Holder
as the owner of such Ownership Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and none of the Trust, the Owner Trustee, the Certificate Registrar or any
Certificate Paying Agent shall be bound by any notice to the contrary.



12









 





     Section 3.06. Access to List of Certificateholders’ Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Depositor
or the Owner Trustee, within 15 days after receipt by the Certificate Registrar
of a written request therefor from the Depositor or the Owner Trustee, in such
form as the Depositor or the Owner Trustee, as the case may be, may reasonably
require, of the name and address of the Holder as of the most recent Record
Date. A Holder, by receiving and holding an Ownership Certificate, shall be
deemed to have agreed not to hold any of the Trust, the Depositor, the
Certificate Registrar, the Owner Trustee accountable or liable for damages by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.



     Section 3.07. [Reserved]



     Section 3.08. Maintenance of Office or Agency. The Certificate Registrar on
behalf of the Trust, shall maintain an office or offices or agency or agencies
where an Ownership Certificate may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Owner Trustee in
respect of the Ownership Certificate and the Operative Agreements may be
served. The Certificate Registrar shall give the Owner Trustee prompt notice,
in writing, of any such notice or demand. The Certificate Registrar initially
designates the Corporate Trust Office of the Administrator as its office for
such purposes. The Certificate Registrar shall give prompt written notice to
the Depositor, the Owner Trustee and the Certificateholders of any change in
the location of the Certificate Register or any such office or agency.



     Section 3.09. Certificate Paying Agent.



     (a) The Owner Trustee may appoint, and hereby appoints, the Administrator
as Certificate Paying Agent under this Agreement. The Certificate Paying Agent
shall make distributions to the Holder from the Certificate Account pursuant to
Section 4.02 hereof and Section 5.07 of the Transfer and Servicing Agreement
and, upon request, shall report the amounts of such distributions to the Owner
Trustee. The Certificate Paying Agent shall have the revocable power to
withdraw funds from the Certificate Account for the purpose of making the
distributions referred to above. The Administrator hereby accepts such
appointment and further agrees that it will be bound by the provisions of this
Agreement and the Transfer and Servicing Agreement relating to the Certificate
Paying Agent and shall:




     (i) hold all sums held by it for the payment of amounts due with
respect to the Ownership Certificate in trust for the benefit of the
Person entitled thereto until such sums shall be paid to such Person or
otherwise disposed of as herein provided;




     (ii) give the Owner Trustee notice of any default by the Trust of
which a Responsible Officer of the Administrator has actual knowledge in
the making of any payment required to be made with respect to the
Ownership Certificate;




     (iii) at any time during the continuance of any such default, upon
the written request of the Owner Trustee forthwith pay to the Owner
Trustee on behalf of the Trust all sums so held in Trust by such
Certificate Paying Agent;



13









 






     (iv) immediately resign as Certificate Paying Agent and forthwith
pay to the Owner Trustee on behalf of the Trust all sums held by it in
trust for the payment of Ownership Certificate if at any time it ceases
to meet the standards under this Section 3.09 required to be met by the
Certificate Paying Agent at the time of its appointment; and




     (v) not institute bankruptcy proceedings against the Trust in
connection with this Agreement.



     (b) In the event that the Administrator shall no longer be the Certificate
Paying Agent hereunder, the Owner Trustee, with the consent of the Depositor,
shall appoint a successor to act as Certificate Paying Agent (which shall be a
bank or trust company). The Owner Trustee shall cause such successor
Certificate Paying Agent or any additional Certificate Paying Agent appointed
by the Owner Trustee to execute and deliver to the Owner Trustee an instrument
in which such successor Certificate Paying Agent or additional Certificate
Paying Agent shall agree with the Owner Trustee that as Certificate Paying
Agent, such successor Certificate Paying Agent or additional Certificate Paying
Agent will hold all sums, if any, held by it for payment in trust for the
benefit of the Holder entitled thereto until such sums shall be paid to such
Holder. The Certificate Paying Agent shall return all unclaimed funds to the
Owner Trustee, and upon removal of a Certificate Paying Agent, such Certificate
Paying Agent shall also return all funds in its possession to the Owner
Trustee. The provisions of Sections 5.03, 5.04, 6.01, 6.05, 6.07, 6.08, 7.01
and 7.02 shall apply to the Administrator also in its role as Certificate
Paying Agent for so long as the Administrator shall act as Certificate Paying
Agent and, to the extent applicable, to any other Certificate Paying Agent
appointed hereunder. Any reference in this Agreement to the Certificate Paying
Agent shall include any co-paying agent unless the context
requires otherwise. Notwithstanding anything herein to the contrary, the
Administrator and the Certificate Paying Agent shall be the same entity as the
Indenture Trustee under the Indenture and the Transfer and Servicing Agreement
unless an Indenture Event of Default has occurred and is continuing and the
Indenture Trustee determines or is advised that a conflict of interest exists
or will exist if the Indenture Trustee continues to act as Administrator and
Certificate Paying Agent. In such event, the Administrator and the Certificate
Paying Agent shall resign and the Owner Trustee, with the consent of the
Depositor, shall appoint a successor Administrator in accordance with the
Administration Agreement.



     Section 3.10. Initial Beneficiary. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the issuance
of the Ownership Certificate, the Depositor shall be the sole beneficiary of
the Trust.



ARTICLE IV

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




     Section 4.01. Certificate Account. All of the right, title and interest of
the Trust in all funds on deposit from time to time in the Certificate Account
and in all proceeds thereof shall be held for the benefit of the Holder and
such other persons entitled to payments therefrom. Except as otherwise
expressly provided herein or in the Transfer and Servicing Agreement, the
Certificate Account shall be under the sole dominion and control of the Owner
Trustee for the benefit of the Certificateholder.



14









 





     The Certificate Account shall be subject to and established and maintained
in accordance with the applicable provisions of the Transfer and Servicing
Agreement and the Indenture, including, without limitation, the provisions of
Section 5.07 of the Transfer and Servicing Agreement regarding distributions
from the Certificate Account.



     Section 4.02. Application of Trust Funds.



     (a) On each Payment Date, the Owner Trustee shall direct the Certificate
Paying Agent to distribute to the Holder, from amounts on deposit in the
Certificate Account, the distributions as provided in Sections 5.03 and 5.07 of
the Transfer and Servicing Agreement with respect to such Payment Date. The
Owner Trustee hereby directs the Certificate Paying Agent to distribute on each
Payment Date to the Holder amounts on deposit in the Certificate Account in
accordance with Section 5.07 of the Transfer and Servicing Agreement and the
Certificate Paying Agent hereby acknowledges such direction.



     (b) All payments to be made under this Agreement by the Certificate Paying
Agent shall be made only from the income and proceeds, including Net Proceeds
from the Notes, of the Trust Estate and only to the extent that the Certificate
Paying Agent has received such income or proceeds. The Bank shall not be
liable to any Holder, the Indenture Trustee or the Administrator for any
amounts payable pursuant to this Section 4.02 except to the extent that
non-payment is due to the Owner Trustee’s acts or omissions amounting to
willful misconduct or gross negligence.



     (c) Distributions to the Holder shall be subordinated to the creditors of
the Trust, including, without limitation, the Noteholders.



     Section 4.03. Method of Payment. Subject to Section 8.01(c), distributions
required to be made to the Holder on any Payment Date as provided in Section
4.02 shall be made to the Person who was the Holder on the preceding Record
Date either by wire transfer, in immediately available funds, to the account of
such Holder at a bank or other entity having appropriate facilities therefor,
if the Holder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Payment Date or,
if not, by check mailed to such Holder at the address of such Holder appearing
in the Certificate Register.



     Section 4.04. [Reserved]



     Section 4.05. Segregation of Moneys; No Interest. Moneys received by or on
behalf of the Owner Trustee hereunder and deposited into the Certificate
Account will be segregated except to the extent required otherwise by law or
the provisions of the Transfer and Servicing Agreement. The Owner Trustee
shall not be liable for payment of any interest in respect of such moneys.



ARTICLE V

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE;

ACTION BY CERTIFICATEHOLDERS




     Section 5.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Notes, the Ownership Certificate, and the
other Operative Agreements to



15









 




which the Trust is to be a party and each
certificate or other document attached as an exhibit to or contemplated by the
Operative Agreements to which the Trust is to be a party and any amendment or
other agreement or instrument described herein, as evidenced conclusively by
the Owner Trustee’s execution thereof, and, on behalf of the Trust, to direct
the Owner Trustee to authenticate the Notes. In addition to the foregoing, the
Owner Trustee is authorized, but shall not be obligated, to take all actions
required of the Trust pursuant to the Operative Agreements.




     Section 5.02. General Duties.



     (a) It shall be the duty of the Owner Trustee to discharge (or cause to be
discharged) all of its responsibilities pursuant to the terms of this Agreement
and the other Operative Agreements to which the Trust is a party and to
administer the Trust in the interest of the Certificateholders, subject to the
Operative Agreements and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Operative
Agreements to the extent the Administrator has agreed in the Administration
Agreement, the Transfer and Servicing Agreement or this Agreement,
respectively, to perform any act or to discharge any duty of the Owner Trustee
or the Trust hereunder or under any Operative Agreement, and the Owner Trustee
shall not be held liable for the default or failure of the Administrator
to carry out its obligations under the Administration Agreement, this Agreement
or the Transfer and Servicing Agreement, respectively; and



     (b) It shall be the duty of the Depositor under the Administration
Agreement to obtain and preserve the Trust’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. It shall be the duty of the Owner Trustee to cooperate with the
Depositor with respect to such matters.



     Section 5.03. Action Upon Instruction.



     (a) Subject to Article V and in accordance with the terms of the Operative
Agreements, the Holder may by written instruction direct the Owner Trustee in
the management of the Trust, but only to the extent consistent with the limited
purpose of the Trust. Such direction may be exercised at any time by written
instruction of the Holder pursuant to this Article V.



     (b) Notwithstanding the foregoing, the Owner Trustee shall not be required
to take any action hereunder or under any Operative Agreement if the Owner
Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the
Owner Trustee or is contrary to the terms hereof or of any Operative Agreement
or is otherwise contrary to law.



     (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or under
any other Operative Agreement, or in the event that the Owner Trustee is unsure
as to the application of any provision of this Agreement or any other Operative
Agreement or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable



16









 




provision, or in the event
that this Agreement permits any determination by the Owner Trustee or is silent
or is incomplete as to the course of action that the Owner Trustee is required
to take with respect to a particular set of facts, the Owner Trustee may
promptly give notice (in such form as shall be appropriate under the
circumstances) to the Holder requesting instruction as to the course of action
to be adopted, and to the extent the Owner Trustee acts in good faith in
accordance with any written instruction of the Holder, the Owner Trustee shall
not be liable on account of such action to any Person. If the Owner Trustee
shall not have received appropriate instruction within 10 days of such notice
(or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this
Agreement or any other Operative Agreement, as it shall deem to be in the best
interests of the Holder, and the Owner Trustee shall have no liability to any
Person for such action or inaction.




     Section 5.04. No Duties Except as Specified under Specified Documents or in
Instructions. The Owner Trustee shall not have any duty or
obligation to manage, make any payment with respect to, register, record, sell,
dispose of, or otherwise deal with the Trust Estate, or to
otherwise take or refrain from taking any action under, or in connection
with, any document contemplated hereby to which the Owner Trustee is a party,
except as expressly provided (i) in accordance with the powers granted to and
the authority conferred upon the Owner Trustee pursuant to this Agreement, and
(ii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 5.03; and no implied duties or obligations shall be
read into this Agreement or any Operative Agreement against the Owner Trustee.
The Owner Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to the
Trust or to prepare or file any Securities and Exchange Commission filing for
the Trust or to record this Agreement or any Operative Agreement or to prepare
or file any tax return for the Trust. The Owner Trustee nevertheless agrees
that it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any liens on any part of the Trust Estate that result
from actions by, or claims against the Bank that are not related to the
ownership or the administration of the Trust Estate.



     Section 5.05. Restrictions.



     (a) The Owner Trustee shall not take any action (x) that is inconsistent
with the purposes of the Trust set forth in Section 2.03 or (y) that, to the
Actual Knowledge of the Owner Trustee, would result in the Trust failing to
qualify as a FASIT for federal income tax purposes. The Holder shall not
direct the Owner Trustee to take action that would violate the provisions of
this Section 5.05.



     (b) The Owner Trustee shall not, except as provided herein, convey or
transfer any of the Trust’s properties or assets, including those included in
the Trust Estate, to any person unless such conveyance or transfer shall not
violate the provisions of the Indenture.



     Section 5.06. Prior Notice to the Holder with Respect to Certain Matters.
With respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Holder in writing of the proposed action and
the Holder shall have notified the Owner Trustee in writing prior to the 30th



17









 




day after such notice is given that such Holder has consented to such action or
provided alternative direction:




     (a) The initiation of any claim or lawsuit by the Trust (except claims or
lawsuits brought in connection with the collection of cash distributions due
and owing under the Collateral) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of cash distributions due and
owing under the Collateral);



     (b) the election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Delaware Trust
Statute);



     (c) the amendment of the Indenture by a supplemental indenture or of this
Agreement or any other Operative Agreement in circumstances where the consent
of any Noteholder is required;



     (d) the amendment or other change of the Indenture by a supplemental
indenture or of this Agreement or any other Operative Agreement in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interests of the Holder;



     (e) the amendment of the Transfer and Servicing Agreement in circumstances
where the consent of any Securityholder is required;



     (f) the amendment, change or modification of the Administration Agreement,
except to cure any ambiguity or to amend or supplement any provision in a
manner or add any provision that would not materially and adversely affect the
interests of the Holder;



     (g) the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a
successor Certificate Registrar or Certificate Paying Agent or the consent to
the assignment by the Note Registrar, Paying Agent, Indenture Trustee,
Certificate Registrar or Certificate Paying Agent of its obligations under the
Indenture or this Agreement, as applicable;



     (h) the consent to the calling or waiver of any default of any Operative
Agreement;



     (i) the consent to the assignment by the Indenture Trustee of its
obligations under any Operative Agreement;



     (j) except as provided in Article VIII hereof, dissolve, terminate or
liquidate the Trust in whole or in part;



     (k) the merger, conversion or consolidation of the Trust with or into any
other entity, or conveyance or transfer of all or substantially all of the
Trust’s assets to any other entity;



     (l) the incurrence, assumption or guaranty by the Trust of any
indebtedness other than as set forth in this Agreement;



18









 





     (m) the taking of any action which conflicts with any Operative Agreement
or would make it impossible to carry on the ordinary business of the Trust or
change the Trust’s purpose and powers set forth in this Agreement;



     (n) the confession of a judgment against the Trust;



     (o) the possession of the Trust assets, or assignment of the Trust’s right


to property, for other than a Trust purpose; or



     (p) the lending of funds by the Trust to any entity.



     In addition, the Trust shall not commingle its assets with those of any
other entity. The Trust shall maintain its financial and accounting books and
records separate from those of any other entity. Except as expressly set forth
herein, the Trust shall pay its indebtedness, operating expenses and
liabilities from its own funds, and the Trust shall neither incur any
indebtedness nor pay the indebtedness, operating expenses and liabilities of
any other entity. Except as
expressly set forth herein, the Trust shall not engage in any dissolution,
liquidation, consolidation, merger or sale of assets. The Trust shall maintain
appropriate minutes or other records of all appropriate actions and shall
maintain its office separate from the offices of the Depositor or any of its
Affiliates. The Trust shall not engage in any business activity in which it is
not currently engaged other than as contemplated by the Operative Agreements
and related documentation. The Trust shall not form, or cause to be formed, any
subsidiaries and shall not own or acquire any asset other than as contemplated
by the Operative Agreements and related documentation. Other than as
contemplated by the Operative Agreements and related documentation, the Trust
shall not follow the directions or instructions of the Depositor. The Trust
shall conduct its own business in its own name. The Trust shall observe all
formalities required under the Delaware Trust Statute. The Trust shall not
hold out its credit as being available to satisfy the obligations of any other
person or entity. The Trust shall not acquire the obligations or securities of
its Affiliates or the Seller. Other than as contemplated by the Operative
Agreements and related documentation, the Trust shall not pledge its assets for
the benefit of any other person or entity. The Trust shall correct any known
misunderstanding regarding its separate identity. The Trust shall not identify
itself as a division of any other person or entity.



     For accounting purposes, the Trust shall be treated as an entity separate
and distinct from the Holder. The pricing and other material terms of all
transactions and agreements to which the Trust is a party shall be
intrinsically fair to all parties thereto. This Agreement is and shall be the
only agreement among the parties thereto with respect to the creation,
operation and termination of the Trust.



     The Owner Trustee shall not have the power, except upon the written
direction of the Holder, and to the extent otherwise consistent with the
Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii)
institute a bankruptcy against the Trust. So long as the Indenture remains in
effect, to the extent permitted by applicable law, the Holder shall have no
power to commence, and shall not commence, any bankruptcy with respect to the
Trust or direct the Owner Trustee to commence any bankruptcy with respect to
the Trust.



19









 





     (q) The Owner Trustee shall not have the power, except upon the written
direction of the Holder, to (i) remove the Administrator under the
Administration Agreement pursuant to Section 9 thereof, (ii) appoint a
successor Administrator pursuant to Section 9 of the Administration Agreement,
or (iii) except as expressly provided in the Indenture, to sell the Collateral
after the termination of the Indenture. The Owner Trustee shall take the
actions referred to in the preceding sentence only upon written instructions
signed and authorized by the Holder.



     Section 5.07. Action by the Holder with Respect to Bankruptcy. The Owner
Trustee shall not have the power to commence or consent to a bankruptcy
relating to the Trust without the prior approval of the Holder and the delivery
to the Owner Trustee by the Holder of a certificate certifying that the Holder
reasonably believes that the Trust is insolvent. This paragraph shall survive
for one year and one day following termination of this Agreement. So long as
the Indenture remains in effect, the Holder shall not have the power to
institute, and shall not institute, any bankruptcy with respect to the Trust or
direct the Owner Trustee to take such action.



     Section 5.08. Restrictions on the Holder’s Power. The Holder shall not
direct the Owner Trustee to take or to refrain from taking any action if such
action or inaction would be contrary to any obligation of the Trust or the
Owner Trustee under this Agreement or any of the Operative Agreements or would
be contrary to Section 2.03 nor shall the Owner Trustee be obligated to follow
any such direction, if given.



ARTICLE VI

CONCERNING THE OWNER TRUSTEE




     Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform the same but only upon the terms of
this Agreement and the terms of Section 7.01(a), 7.01(c), 7.01(i) and 7.02 of
the Transfer and Servicing Agreement. The Owner Trustee also agrees to
disburse all moneys actually received by it constituting part of the Trust
Estate upon the terms of this Agreement. The Bank shall not be answerable or
accountable hereunder or under any other Operative Agreements under any
circumstances, except (i) for its own willful misconduct, gross negligence or
bad faith, (ii) in the case of the inaccuracy of any representation or warranty
contained in Section 6.04, (iii) for liabilities arising from the failure by
the Bank to perform obligations expressly undertaken by it in the last sentence
of Section 5.04, or (iv) for taxes, fees or other charges based on or measured
by any fees, commissions or compensation received by the Bank in connection
with any of the transactions contemplated by this Agreement, any other
Operative Agreements or the Notes. In particular, but not by way of
limitation:



     (a) The Bank shall not be liable for any error of judgment made in good
faith by a Responsible Officer of the Owner Trustee;



     (b) The Bank shall not be liable with respect to any action taken or
omitted to be taken by the Owner Trustee in accordance with the instructions of
the Holder;



     (c) No provision of this Agreement shall require the Bank to expend or
risk funds or otherwise incur any financial liability in the performance of any
of the Owner Trustee’s rights or



20









 




powers hereunder or under any other Operative
Agreements if the Bank shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured or provided to it;




     (d) Under no circumstance shall the Bank be liable for indebtedness
evidenced by or arising under any of the Operative Agreements, including the
principal of and interest on the Notes;



     (e) The Bank shall not be liable with respect to any action taken or
omitted to be taken by the Depositor, the Administrator, the Master Servicer,
the Indenture Trustee, any Officer or the Certificate Paying Agent under this
Agreement or any other Operative Agreement or otherwise and the Bank shall not
be obligated to perform or monitor the performance of any obligations or duties
under this Agreement or the other Operative Agreements which are to be
performed by the Certificate Paying Agent under this Agreement, the
Administrator under the Administration
Agreement, the Indenture Trustee under the Indenture or by any other
Person under any of the Operative Agreements; and



     (f) The Bank shall not be responsible for or in respect of the recitals
herein, the validity or sufficiency of this Agreement or for the due execution
hereof by the Depositor or for the form, character, genuineness, sufficiency,
value or validity of any of the Trust Estate or for or in respect of the
validity or sufficiency of the Operative Agreements, other than the certificate
of authentication on the Ownership Certificate, and the Bank shall in no event
assume or incur any liability, duty or obligation to any Noteholder, the
Depositor or to the Holder, other than as expressly provided for herein.



     Section 6.02. Furnishing of Documents. The Owner Trustee will furnish to the
Administrator (for distribution to the Holder), promptly upon receipt of a
written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee hereunder or under the Operative Agreements
unless the Administrator shall have already received the same.



     Section 6.03. Books and Records. The Owner Trustee shall keep or cause to be
kept proper books of record and account of all the transactions under this
Agreement, including a record of the name and address of the Holder. The Owner
Trustee shall be deemed to have complied with this Section 6.03 by the
appointment of the Administrator and the Certificate Paying Agent to perform
the duties hereunder.



     Section 6.04. Representations and Warranties.



     (a) The Bank represents and warrants to the Depositor, for the benefit of
the Holder, as follows:




     (i) the Bank is a banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
has the power and authority to execute, deliver and perform its
obligations under this Agreement and (assuming due authorization,
execution and delivery of this Agreement by the Depositor and
Administrator), has the power and authority as Owner Trustee to execute
and deliver the Operative Agreements and to perform its obligations
thereunder and, assuming the due



21









 





authorization, execution and delivery
hereof by the other parties hereto, this Agreement constitutes a legal,
valid and binding obligation of the Bank or the Owner Trustee, as the
case may be, enforceable against the Bank or the Owner Trustee, as the
case may be, in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’
rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought;




     (ii) the Bank has no reason to believe that anyone authorized to act
on its behalf has offered any interest in and to the Trust for sale to,
or solicited any offer to acquire any of the same from, anyone;




     (iii) the execution, delivery and performance by the Bank, either in
its individual capacity or as Owner Trustee, as the case may be, of the
Operative Agreements will not result in any violation of, or be in any
conflict with, or constitute a default under any of the provisions of any
indenture, mortgage, chattel mortgage, deed of trust, conditional sales
contract, lease, note or bond purchase agreement, license, judgment,
order or other agreement to which the Bank is a party or by which it or
any of its properties is bound;




     (iv) the execution and delivery by the Bank of this Agreement, and
the performance of its duties as Owner Trustee hereunder, do not require
the consent or approval of, the giving of notice to, or the registration
with, or the taking of any other action with respect to, any governmental
authority or agency of the State of Delaware (except as may be required
by the Delaware Trust Statute); and




     (v) there are no pending or, to the best of its knowledge,
threatened actions or proceedings against the Bank before any court,
administrative agency or tribunal which, if determined adversely to it,
would materially and adversely affect its ability, either in its
individual capacity or as Owner Trustee, as the case may be, to perform
its obligations under this Agreement or the Operative Agreements.



     (b) U.S. Bank National Association, as Administrator, hereby represents
and warrants to the Depositor, for the benefit of the Holder, that:




     (i) it is a national banking association duly organized and validly
existing in good standing under the laws of the United States, and has
the power and authority to execute, deliver and perform its obligations
under this Agreement and, assuming the due authorization, execution and
delivery hereof by the other parties hereto, this Agreement constitutes a
legal, valid and binding obligation of the Administrator, enforceable
against the Administrator in accordance with its terms, except that (a)
the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’
rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought;



22









 






     (ii) it has taken all action necessary to authorize the execution
and delivery by it of this Agreement, and this Agreement will be executed
and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf; and




     (iii) neither the execution nor the delivery by it of this Agreement
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will
contravene any federal, governmental rule or regulation governing the
banking or trust powers of the Administrator or any judgment or order
binding on it, or constitute any default under its charter documents or
by-laws or
any indenture, mortgage, contract, agreement or instrument to which
it is a party or by which any of its properties may be bound.



     Section 6.05. Reliance; Advice of Counsel.



     (a) Except as provided in Section 6.01, the Owner Trustee shall incur no
liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing
body of any corporate or partnership entity as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect. As to any fact or matter the manner of ascertainment of which
is not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president (or
the general partner, in the case of a partnership) and by the treasurer or any
assistant treasurer or the secretary or any assistant secretary of the relevant
party, as to such fact or matter, and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.



     (b) In its exercise or administration of the trusts and powers hereunder,
including its obligations under Section 5.02(b), and in the performance of its
duties and obligations under this Agreement or the other Operative Agreements,
the Owner Trustee may employ agents and attorneys and enter into agreements
(including the Administration Agreement) with any of them, and the Owner
Trustee shall not be answerable for the default or misconduct of any such
agents or attorneys if such agents or attorneys shall have been selected by the
Owner Trustee with reasonable care. If, and to the extent, the Depositor shall
have failed to reimburse the Owner Trustee for all reasonable expenses incurred
pursuant to this Section 6.05(b), as provided in Section 7.01, the Owner
Trustee may seek reimbursement therefor from the Trust Estate.



     (c) In the administration of the trusts and performance of its duties
hereunder, the Owner Trustee may consult with counsel, accountants and other
skilled Persons to be selected and employed by it, and the Owner Trustee shall
not be liable for anything done, suffered or omitted in good faith by it in
accordance with the reasonable advice or opinion of any such counsel,
accountants or other skilled Persons. If, and to the extent, the Depositor
shall have failed to reimburse the Owner Trustee for all reasonable expenses
incurred pursuant to this Section 6.05(c), as provided in Section 7.01, the
Owner Trustee may seek reimbursement therefor from the Trust Estate.



23









 





     Section 6.06. Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts hereby created the Owner Trustee acts
solely as trustee hereunder and not in its individual capacity, and all persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by the Operative Agreements shall look only to the Trust Estate
for payment or satisfaction thereof.



     Section 6.07. Owner Trustee Not Liable for Ownership Certificate or Collateral. The
recitals contained herein and in the Ownership Certificate (other than
the signature and countersignature of the Owner Trustee on the Ownership
Certificate) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or sufficiency of this
Agreement, of any Operative Agreement or of the Ownership Certificate (other
than the signature and countersignature of the Owner Trustee on the Ownership
Certificate) or the Notes, or of any Collateral or related documents. The
Owner Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Collateral, or the
perfection and priority of any security interest created by any Collateral or
the maintenance of any such perfection and priority, or for or with respect to
the sufficiency of the Trust Estate or its ability to generate the payments to
be distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including, without limitation: the existence, condition
and ownership of any Collateral; the existence and enforceability of any
insurance thereon; the existence and contents of any Collateral on any computer
or other record thereof; the validity of the assignment of any Collateral to
the Trust or of any intervening assignment; the completeness of any Collateral;
the performance or enforcement of any Collateral; the compliance by the
Depositor with any warranty or representation made under any Operative
Agreements or in any related document or the accuracy of any such warranty or
representation or any action of the Administrator or the Indenture Trustee
taken in the name of the Owner Trustee.



     Section 6.08. Owner Trustee May Own Ownership Certificate and Notes. The
Owner Trustee in its individual capacity may become the Holder (provided it is
an Eligible corporation) or the owner or pledgee of Notes and may deal with the
Depositor, the Administrator and the Indenture Trustee in banking transactions
with the same rights as it would have if it were not Owner Trustee.



     Section 6.09. Licenses. The Depositor shall cause the Trust to use its best
efforts to obtain and maintain the effectiveness of any licenses required in
connection with this Agreement and the other Operative Agreements and the
transactions contemplated hereby and thereby until such time as the Trust shall
terminate in accordance with the terms hereof. It shall be the duty of the
Owner Trustee to cooperate with the Depositor with respect to such matters.



     Section 6.10. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, neither the Bank nor the Owner
Trustee shall be required to take any action in any jurisdiction other than in
the State of Delaware if the taking of such action will (i) require the consent
or approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State
of Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions



24










 




thereof in existence on
the date hereof other than the State of Delaware becoming payable by the Bank
or the Owner Trustee; or (iii) subject the Bank
or the Owner Trustee to personal jurisdiction in any jurisdiction other
than the State of Delaware for causes of action arising from acts unrelated to
the consummation of the transactions by the Bank or the Owner Trustee, as the
case may be, contemplated hereby. The Owner Trustee shall be entitled to
obtain advice of counsel (which advice shall be an expense of the Trust) to
determine whether any action required to be taken pursuant to this Agreement
results in the consequences described in clauses (i), (ii) and (iii) of the
preceding sentence. In the event that such counsel advises the Owner Trustee
that such action will result in such consequences, the Owner Trustee will
appoint a co-trustee pursuant to Section 9.05 hereof to proceed with such
action.




ARTICLE VII

INDEMNIFICATION AND COMPENSATION




     Section 7.01. Trust Expenses. The Depositor shall pay the organizational
expenses of the Trust as they may arise or shall, upon the request of the Owner
Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the
Owner Trustee in connection therewith. The Depositor shall also pay (or
reimburse the Bank for) all reasonable expenses of the Owner Trustee hereunder,
including, without limitation, the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the Owner
Trustee may employ in connection with the exercise and performance of its
rights and duties under the Operative Agreements.



     Section 7.02. Indemnification. The Depositor and Lehman Brothers, jointly
and severally, agree to assume liability for, and indemnify the Bank and its
successors, assigns, officers, directors, agents and servants, against and
from, any and all liabilities, obligations, losses, damages, taxes, claims,
actions, suits, costs, expenses and disbursements (including reasonable legal
fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”)
which may be imposed on, incurred by or asserted at any time against the Bank
(whether or not indemnified against by other parties) in any way relating to or
arising out of this Agreement, any Operative Agreement, the Collateral, the
administration of the Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that Depositor and Lehman Brothers shall not be
required to indemnify the Bank for Expenses arising or resulting from any of
the matters described in the third sentence of Section 6.01. The indemnities
contained in this Section 7.02 shall survive the resignation or termination of
the Owner Trustee or the termination of this Agreement. In the event of any
claim, action or proceeding for which indemnity will be sought pursuant to this
Section, the Owner Trustee’s choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably withheld.



     Section 7.03. Compensation. The Bank shall receive as compensation for its
services hereunder such fees as are set forth in the Fee Letter Agreement
between the Bank and the Depositor attached hereto as Exhibit G.



     Section 7.04. Lien on Trust Estate. The Bank shall have a lien on the Trust
Estate for any compensation or indemnity due hereunder, such lien to be subject
only to prior liens of the Indenture. The Bank shall not bring any proceedings
to foreclose on such lien if and to the extent the Trust Estate is subject to
the lien of the Indenture. Any amount paid to the Owner



25









 




Trustee pursuant to
this Article VII shall be deemed not to be part of the Trust Estate immediately
after such payment.




ARTICLE VIII

TERMINATION OF AGREEMENT




     Section 8.01. Termination of Agreement.



     (a) This Agreement (other than Article VII) shall terminate and the trusts
created hereby shall dissolve and terminate and the Trust Estate shall, subject
to the Indenture and Sections 4.01 and 7.04 and Section 3808 of the Delaware
Trust Statute, be distributed to the Holder, and this Agreement shall be of no
further force or effect, upon the earlier of (i) the full payment of principal
and interest due on all Classes of the Notes (or in the case of the Class P
Notes, redemption thereof pursuant to the terms of the Indenture) ; and (ii)
the sale or other final disposition by the Indenture Trustee or the Owner
Trustee, as the case may be, of all the Trust Estate and the final distribution
by the Indenture Trustee or the Owner Trustee, as the case may be, of all
moneys or other property or proceeds of the Trust Estate in accordance with the
terms of the Indenture, the Transfer and Servicing Agreement and Section 4.02.
The bankruptcy, liquidation or dissolution of the Holder shall not operate to
terminate this Agreement, nor entitle such Holder’s legal representatives to
claim an accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust Estate, nor otherwise affect the rights,
obligations and liabilities of the parties hereto.



     (b) Except as provided in Section 8.01(a), neither the Depositor nor the
Holder shall be entitled to revoke or terminate the Trust established
hereunder.



     (c) Notice of any termination of the Trust, specifying the Payment Date
upon which the Holder shall surrender its Ownership Certificate to the
Certificate Paying Agent for payment of the final distribution and
cancellation, shall be given by the Certificate Paying Agent by letter to the
Holder and the Rating Agencies mailed within five Business Days of receipt of
notice of the final payment on the Notes from the Indenture Trustee, stating
(i) the Payment Date upon or with respect to which final payment of the
Ownership Certificate shall be made upon presentation and surrender of the
Ownership Certificate at the office of the Certificate Paying Agent therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments
being made only upon presentation and surrender of the Ownership Certificate at
the office of the Certificate Paying Agent therein specified. The Certificate
Paying Agent shall give such notice to the Owner Trustee and the Certificate
Registrar at the time such notice is given to the Holder. Upon presentation
and surrender of the Ownership Certificate, the Certificate Paying Agent shall
cause to be distributed to the Holder amounts distributable on such Payment
Date pursuant to Section 5.03 and Section 5.07 of the Transfer and Servicing
Agreement.



     (d) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Delaware Trust Statute.



26









 





ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES




     Section 9.01. Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Delaware Trust Statute; authorized to exercise corporate powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or state authorities; and having (or
having a parent which has) a short-term debt rating of at least “A-1” or the
equivalent by, or which is otherwise acceptable to, the Rating Agencies. If
such corporation shall publish reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Owner Trustee shall resign immediately
in the manner and with the effect specified in Section 9.02.



     Section 9.02. Resignation or Removal of Owner Trustee. The Owner Trustee may
at any time resign and be discharged from the trusts hereby created by giving
30 days’ prior written notice thereof to the Depositor and the Indenture
Trustee. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor Owner Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Owner Trustee
and one copy to the successor Owner Trustee. If no successor Owner Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Owner Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Owner Trustee.



     If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Owner Trustee. If the Depositor
shall remove the Owner Trustee under the authority of the immediately preceding
sentence, the Depositor shall promptly appoint a successor Owner Trustee by
written instrument in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee and payment of all fees owed to the outgoing Owner
Trustee.



     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until
acceptance of appointment by the successor Owner Trustee pursuant to
Section 9.03 and payment of all fees and expenses owed to the outgoing Owner
Trustee. The Administrator shall provide notice of such resignation or removal
of the Owner Trustee to the Rating Agencies.



     Section 9.03. Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and



27









 




thereupon the resignation or removal of
the predecessor Owner Trustee shall become effective and such successor Owner
Trustee without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties, and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and expenses deliver
to the successor Owner Trustee all documents and statements and monies held by
it under this Agreement; and the Administrator and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in
the successor Owner Trustee all such rights, powers, duties, and obligations.




     No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.



     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice of the successor of such
Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders
and the Rating Agencies. If the Administrator fails to mail such notice within
10 days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.



     Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such Person shall be eligible pursuant to Section 9.01, without the execution
or filing of any instrument or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.



     Section 9.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust
Estate or any Collateral may at the time be located, and for the purpose of
performing certain duties and obligations of the Owner Trustee with respect to
the Trust and the Certificates under the Transfer and Servicing Agreement, the
Owner Trustee shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Owner Trustee to act
as co-
trustee, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person,
in such capacity, such title to the Trust, or any part thereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Owner Trustee may consider necessary or desirable. No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 9.01 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 9.03.



     The Owner Trustee hereby appoints the Indenture Trustee as Administrator
for the purpose of establishing and maintaining the Certificate Account and
making the distributions



28









 




therefrom to the Persons entitled thereto pursuant to
Section 5.03 and Section 5.07 of the Transfer and Servicing Agreement. The
Owner Trustee and the Administrator each agree that upon the occurrence and
continuation of an Indenture Event of Default and a determination by the
Indenture Trustee that a conflict of interest exists or will exist if the
Indenture Trustee continues to act as the Administrator, the Administrator
shall resign and the Owner Trustee shall appoint a successor Administrator in
accordance with the Administration Agreement.




     Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provision and conditions:



     (a) all rights, powers, duties and obligations conferred or imposed upon
the Owner Trustee shall be conferred upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed, the Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties, and
obligations (including the holding of title to the Trust or any portion thereof
in any such jurisdiction) shall be exercised and performed singly by such
separate trustee or co-trustee, but solely at the direction of the Owner
Trustee;



     (b) no trustee under this Agreement shall be personally liable by reason
of any act or omission of any other trustee under this Agreement; and



     (c) the Administrator and the Owner Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.



     Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to the separate trustees and co-trustees, as if given
to each of them. Every instrument appointing any separate trustee or
co-trustee, other than this Agreement, shall refer to this Agreement and to the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of appointment, shall be vested with the estates specified in its
instrument of appointment, either jointly with the Owner Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the Owner
Trustee. Each such instrument shall be filed with the Owner Trustee and a copy
thereof given to the Administrator.



     Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its Agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Owner Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.



29









 





ARTICLE X

MISCELLANEOUS




     Section 10.01. Supplements and Amendments. This Agreement may be amended by
the Depositor, the Administrator and the Owner Trustee, with the consent of the
Holder and with prior written notice to the Rating Agencies, but without the
consent of any of the Noteholders or the Indenture Trustee, to (a) cure any
ambiguity, to correct or supplement any provisions in this Agreement or for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions in this Agreement or of modifying in any manner the
rights of the Noteholders or the Holder or (b) to comply with any SEC Rules (as
defined in Section 10.13 hereof); provided, however, that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Noteholder or the Holder or adversely affect the
tax status of the Trust or result in an Adverse FASIT Event. An amendment
shall not be deemed to adversely affect in any material respect the interests
of any Noteholder or the Holder and no opinion referred to in the preceding
proviso shall be required to be delivered if the Person requesting the
amendment obtains a letter from each Rating Agencies stating that the amendment
would not result in the downgrading or withdrawal of the respective ratings
then assigned to each Class of Notes. Notwithstanding the preceding sentence,
an opinion shall be required with respect to tax matters as set forth in this
paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any
letters from any Rating Agency referred to above shall be required if such
amendment is made pursuant to (b) above.



     This Agreement may also be amended from time to time by the Depositor, the
Administrator and the Owner Trustee, with the prior written consent of the
Rating Agencies and with the prior written consent of the Indenture Trustee,
the Holders (as defined in the Indenture) of Notes evidencing more than 662/3%
of the Outstanding Balance of the Notes, and the consent of the Holder, 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 Holder; provided, however, that no such amendment shall, as
evidenced by an Opinion of Counsel, adversely affect the tax status of the
Trust or result in an Adverse FASIT Event; and provided, further, that no such
amendment shall (a) 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 Holder or (b) reduce the aforesaid percentage of the
Outstanding Balance of the Notes required to consent to or to waive the
requirement for the Holder to consent to any such amendment, in either case of
clause (a) or (b) without the consent of the holders of all the outstanding
Notes and the Holder.



     Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06
hereof may be amended in any manner unless (i) 100% of the Outstanding Balance
of the Noteholders have consented in writing thereto, (ii) the Rating Agencies
have consent in writing thereto or (iii) the Notes have been paid in full and
the Indenture has been discharged.



     Promptly after the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment
or consent to the Holder, the Indenture Trustee and the Rating Agencies.



30









 





     It shall not be necessary for the consent of the Holder, the Noteholders
or the Indenture Trustee pursuant to this Section 10.01 to approve the
particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of the Holder provided for in
this Agreement or in any other Operative Agreement) and of evidencing the
authorization of the execution thereof by the Holder shall be subject to such
reasonable requirements as the Owner Trustee may prescribe.



     Promptly after the execution of any amendment to the Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary
of State.



     Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee and the Administrator shall be entitled
to receive and rely upon an Opinion of Counsel, at the expense of the Trust,
stating that the execution of such amendment is authorized or permitted by this
Agreement. Neither the Owner Trustee nor the Administrator shall be obligated
to enter into any such amendment which affects the Owner Trustee’s or
Administrator’s own rights, duties or immunities under this Agreement or
otherwise.



     Section 10.02. No Legal Title to Trust Estate in Holder. The Holder shall not
have legal title to any part of the Trust Estate and shall only be entitled to
receive distributions with respect to its undivided beneficial interest therein
pursuant to Section 4.02 once all amounts then owing with respect to the Notes
have been paid in accordance with the Indenture. No transfer, by operation of
law of any right, title and interest of the Holder in and to its undivided
beneficial interest in the Trust Estate or hereunder shall operate to terminate
this Agreement or the trusts hereunder or entitle any successor transferee to
an accounting or to the transfer to it of legal title to any part of the Trust
Estate.



     Section 10.03. Pledge of Collateral by Owner Trustee is Binding. The pledge
of the Collateral to the Indenture Trustee by the Trust made under the
Indenture and pursuant to the terms of this Agreement shall bind the Holder and
shall be effective to transfer or convey the rights of the Trust and the Holder
in and to such Collateral to the extent set forth in the Indenture. No
purchaser or other grantee shall be required to inquire as to the
authorization, necessity, expediency or regularity of such pledge or as to the
application of any proceeds with respect thereto by the Owner Trustee.



     Section 10.04. Limitations on Rights of Others. Nothing in this Agreement,
whether express or implied (except for Section 7.04), shall be construed to
give to any Person other than the Owner Trustee and the Holder any legal or
equitable right in the Trust Estate or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.



     Section 10.05. Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all notices shall be in writing and delivered by hand, by
courier or mailed by certified mail, postage prepaid, (a) if to the Owner
Trustee or the Trust, addressed to it at c/o Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration or to such other address as the Owner
Trustee may have set forth in a written notice to the Holder and the Depositor
addressed to it at the address set forth for such Certificateholders in the
Certificate Register; (b) if to the




31








 




Administrator,
U.S. Bank National Association, 60 Livingston Ave., St. Paul, Minnesota 55107,
Attention: SASCO 2004-GEL2; and (c) if to the Depositor, Structured Asset
Securities Corporation, 745 Seventh Avenue, 7th Floor, New York, New York
10019, Attention: Mortgage Backed Finance (SASCO 2004-GEL2). Whenever any
notice in writing is required to be given by the Owner Trustee or the
Administrator, such notice shall be deemed given and such requirement satisfied
if such notice is mailed by certified mail, postage prepaid, addressed as
provided above.




     Section 10.06. Severability. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, 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 10.07. Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.



     Section 10.08. Successors and Assigns. All representations,
warranties, covenants and agreements contained herein shall be binding upon,
and inure to the benefit of, the Owner Trustee and its successors and assigns
and the Depositor and the Holder and its respective successors, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument
or action by the Holder shall bind the successors of such Holder.



     Section 10.09. Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof.



     Section 10.10. Governing Law. THIS AGREEMENT SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF DELAWARE WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.



     Section 10.11. No Petition.



     (a) The Owner Trustee and the Administrator, by entering into this
Agreement, the Holder, by accepting the Ownership Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Depositor or the Trust, or join in any institution against the
Depositor or the Trust of, any bankruptcy under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Ownership Certificate, the Notes, this Agreement or any of the other
Operative Agreements.



     (b) The Depositor shall not be liable for the default or misconduct of the
Administrator, the Owner Trustee, the Indenture Trustee or the Certificate
Paying Agent under any of the



32









 




Operative Agreements or otherwise and the
Depositor shall have no obligation or liability to perform the obligations of
the Trust under this Agreement or the Operative Agreements that are required to
be performed by the Administrator under the Administration Agreement or the
Indenture Trustee under the Indenture.




     Section 10.12. No Recourse. The Holder by accepting an
Ownership Certificate acknowledges that such Certificate represents a
beneficial interest in the Trust only and does not represent an interest in or
an obligation of the Depositor, the Administrator, the Owner Trustee, any
co-trustee, the Bank or any Affiliate thereof (other than the Trust) and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated in this Agreement, the Ownership
Certificate or the other Operative Agreements.



     Section 10.13. Reporting Requirements of the Commission and
Indemnification.
Notwithstanding any other provision of this
Agreement, the Owner Trustee and the Administrator shall (i) agree to such
modifications and enter into such amendments to this Agreement as may be
necessary, in the judgment of the Depositor and its counsel, to comply with any
rules promulgated by the Commission and any interpretations thereof by the
staff of the Commission (collectively, “SEC Rules”) and (ii) promptly upon
request provide to the Depositor for inclusion in any periodic report required to be filed under the
Exchange Act such items of information regarding this Agreement and matters
related to the Owner Trustee, including as applicable (by way of example and
not limitation), a description of any material litigation or governmental
action or proceeding involving the Owner Trustee or its affiliates, as
applicable (collectively, the “Owner Trustee Information”); provided, that such
information shall be required to be provided by the Owner Trustee only to the
extent that such shall be determined by the Depositor in its sole discretion
and its counsel to be necessary or advisable to comply with any SEC Rules.





ARTICLE XI

OFFICERS




     Section 11.01. Appointment of Officers. The Trust may have
one or more Officers who are hereby empowered to take and are responsible for
performing all ministerial duties on behalf of the Trust pursuant to this
Agreement and the other Operative Agreements, including, without limitation,
the execution of the Officers’ Certificate (as defined in the Indenture), the
Trust Order (as defined in the Indenture), the Trust Request (as defined in the
Indenture), the annual compliance report required under Section 3.09 of the
Indenture, and any annual reports, documents and other reports which the Trust
is required to file with the Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Each
of the Chairman of the Board, the Chief Executive Officer, the President, each
Senior Vice President and each Vice President of the Depositor is hereby
appointed as an Officer of the Trust. The Depositor shall promptly deliver to
the Owner Trustee and the Indenture Trustee a list of its officers who shall
become the Officers of the Trust pursuant to this Section 11.01.



     Section 11.02. Officers to Provide Information to the Owner
Trustee. It shall be the duty of each Officer to keep the Owner
Trustee reasonably and promptly informed as to material events relating to the
Trust, including, without limitation, all claims pending or threatened



33









 




against
the Trust, the purchase and sale of any material portion of the Trust Estate
and the execution by such Officer on behalf of the Trust of any material
agreements or instruments.




34









 







     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.



	 	 	 	 	 
	 	 	STRUCTURED ASSET
SECURITIES
 CORPORATION, as Depositor
	 	 	
	 
	 	 	 	 
	

	 	By:	 	/s/ Mary Stone
	

	 	 	 	

	

	 	 	 	Name: Mary Stone
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,
	 	 	not in its individual capacity but solely as
	 	 	Owner Trustee
	 
	 	 	 	 
	

	 	By:	 	/s/ Linda C. Mack
	

	 	 	 	

	

	 	 	 	Name: Linda C. Mack
	

	 	 	 	Title: Financial Services Officer
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	not in its individual capacity but solely
	 	 	as Administrator
	 
	 	 	 	 
	

	 	By:	 	/s/ Charles F. Pederson
	

	 	 	 	

	

	 	 	 	Name: Charles F. Pederson
	

	 	 	 	Title: Vice President






Acknowledged and Agreed, solely

for purposes of Section 7.02:




LEHMAN BROTHERS INC.




	 	 	 
	By:
	 	/s/ Stanley Labanowski
	

	 	

Name: Stanley Labanowski

Title: Senior Vice President







 








 






EXHIBIT A




[FORM OF OWNERSHIP CERTIFICATE]




[Face]




     THIS OWNERSHIP CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF
ANY STATE. THIS OWNERSHIP CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR
SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO
(A) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE ACT, IN
A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT
TO RULE 144A OR (B) AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT THAT IS ACQUIRING THE
OWNERSHIP CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE ACT. NO PERSON IS OBLIGATED TO REGISTER THIS OWNERSHIP CERTIFICATE
UNDER THE ACT OR ANY STATE SECURITIES LAWS.



     NO TRANSFER OF THIS OWNERSHIP CERTIFICATE SHALL BE MADE UNLESS THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A REPRESENTATION LETTER FROM THE
TRANSFEREE OF THIS OWNERSHIP CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS
NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN.



     THIS OWNERSHIP CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION
OF THE DEPOSITOR, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE ADMINISTRATOR
OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE
TRUST AGREEMENT OR THE OTHER OPERATIVE AGREEMENTS.



     THIS OWNERSHIP CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED
IN THE TRANSFER AND SERVICING AGREEMENT REFERRED TO HEREIN.



     NO TRANSFER OF THIS OWNERSHIP CERTIFICATE SHALL BE MADE UNLESS THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED AN AFFIDAVIT FROM THE PROPOSED
TRANSFEREE IN WHICH THE PROPOSED TRANSFEREE DECLARES



 









 





THAT IT IS AN ELIGIBLE CORPORATION WITHIN THE MEANING OF SECTION
860L(a)(2) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. MOREOVER, ANY
ATTEMPTED TRANSFER OF THIS OWNERSHIP CERTIFICATE TO A PERSON OTHER THAN AN
ELIGIBLE CORPORATION SHALL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE SHALL
ACQUIRE NO RIGHTS IN THIS OWNERSHIP CERTIFICATE.



A-2









 





SASCO MORTGAGE LOAN TRUST 2004-GEL2




     Certificate No.                    Percentage Interest: 100%



     First Payment Date: [   ], 2004



     Evidencing a fractional undivided equity interest in the Trust Estate, the
property of which consists primarily of the Collateral in SASCO Mortgage Loan
Trust 2004-GEL2 (the “Trust”), a Delaware business trust formed by Structured
Asset Securities Corporation, a Delaware corporation, as Depositor, pursuant to
the Agreement referred to below.



     This certifies that [insert name of Holder] is the registered owner of the
Percentage Interest referred to above.



     The Trust was created pursuant to a Trust Agreement dated as of June 1,
2004 (as amended and supplemented from time to time, the “Agreement” or “Trust
Agreement”), between the Depositor and Wilmington Trust Company, as owner
trustee (the “Owner Trustee”, which term includes any successor entity under
the Agreement), and U.S. Bank National Association, as Administrator, a summary
of certain of the pertinent provisions of which is set forth hereinafter. This
Ownership Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this
Ownership Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound, as described in the Transfer and Servicing Agreement.
Distributions on this Ownership Certificate shall be made by U.S. Bank National
Association, in its capacity of Certificate Paying Agent under the Agreement
and as Administrator under the Transfer and Servicing Agreement.



     This Ownership Certificate is issued under the Agreement to which
reference is hereby made for a statement of the respective rights thereunder of
the Depositor, the Owner Trustee and the Holder of the Ownership Certificate
and the terms upon which the Ownership Certificate is executed and delivered.
All terms used in this Ownership Certificate which are defined in the Agreement
shall have the meanings assigned to them in the Agreement. The Trust Estate
consists of the Collateral in the SASCO Mortgage Loan Trust 2004-GEL2. To the
extent not otherwise defined herein, capitalized terms used herein have the
meanings assigned to such terms in the Agreement or the Transfer and Servicing
Agreement dated as of June 1, 2004 (as amended and supplemented from time to
time, the “Transfer and Servicing Agreement”), by and among the Trust, the
Depositor and the Indenture Trustee. The rights of the Holder are subordinated
to the rights of the Noteholders, as set forth in the Indenture dated as of
June 1, 2004, between the Trust and U.S. Bank National Association, as
Indenture Trustee (the “Indenture”).



     There will be distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (each, a “Payment Date”),
commencing in July 2004, to the Holder at the close of business on the last
Business Day of the month preceding the month of such Payment Date (the “Record
Date”), the amount to be distributed to Holder on such Payment Date, all as
described in the Transfer and Servicing Agreement.



     The Holder, by its acceptance of this Ownership Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account that
have been released from the lien of the



A-3









 




Indenture for payment hereunder and that neither the Owner Trustee, the
Administrator or the Certificate Paying Agent in their individual capacities
nor the Depositor is personally liable to the Holder for any amount payable
under this Ownership Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.




     The Holder acknowledges and agrees that its rights to receive
distributions in respect of this Ownership Certificate are subordinated to the
rights of the Noteholders as described in the Indenture.



     The Depositor and the Holder, by acceptance of an Ownership Certificate,
agree to treat, and to take no action inconsistent with the treatment of, the
Ownership Certificate for federal, state and local income tax purposes as an
equity interest in the Trust.



     The Holder, by its acceptance of an Ownership Certificate, covenants and
agrees that it will not at any time institute against the Depositor or the
Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Ownership
Certificate, the Notes, the Agreement or any other of the Operative Agreements.



     Distributions on this Ownership Certificate will be made as provided in
the Agreement by the Certificate Paying Agent by wire transfer or check mailed
to the Holder without the presentation or surrender of this Ownership
Certificate or the making of any notation hereon. Except as otherwise provided
in the Agreement and notwithstanding the above, the final distribution on this
Ownership Certificate will be made after due notice by the Certificate Paying
Agent of the pendency of such distribution and only upon presentation and
surrender of this Ownership Certificate at the office or agency maintained by
the Certificate Registrar for that purpose by the Trust in the State of New
York.



     Reference is hereby made to the further provisions of this Ownership
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, or an authenticating agent by
manual signature, this Ownership Certificate shall not entitle the Holder
hereof to any benefit under the Agreement or be valid for any purpose.



     THIS OWNERSHIP CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.



A-4









 





     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Ownership Certificate to be duly
executed.



	 	 	 	 	 
	 	 	SASCO MORTGAGE LOAN TRUST 2004-GEL2
	 
	 	 	 	 
	 	 	By: WILMINGTON TRUST COMPANY, not in its
	 	 	individual capacity but
solely as Owner Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Authorized Signatory







Dated: _________________________




A-5









 








CERTIFICATE OF AUTHENTICATION




     This is the Ownership Certificate referred to in the within-mentioned
Trust Agreement.




	 	 	 	 	 
	 	 	SASCO MORTGAGE LOAN TRUST 2004-GEL2
	 
	 	 	 	 
	 	 	By: WILMINGTON TRUST COMPANY, not in its
	 	 	individual capacity but solely as Owner Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Authorized Signatory







Dated: _________________________





A-6









 





[REVERSE OF OWNERSHIP CERTIFICATE]




     The Ownership Certificate does not represent an obligation of, or an
interest in, the Depositor, the Indenture Trustee, the Owner Trustee, the Bank
or any Affiliates of any of them and no recourse may be had against any such
parties or their assets, except as expressly set forth or contemplated herein
or in the Agreement or the other Operative Agreements. In addition, this
Ownership Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections and
recoveries with respect to the Collateral, all as more specifically set forth
herein. A copy of the Agreement may be examined by any Certificateholder upon
written request during normal business hours at the principal office of the
Depositor and at such other places, if any, designated by the Depositor.



     The Agreement permits the amendment thereof as specified below, provided
that any amendment be accompanied by an Opinion of Counsel to the effect that
such amendment complies with the provisions of the Agreement and would not
cause the Trust to be subject to an entity level tax. If the purpose of the
amendment is to correct any mistake, eliminate any inconsistency, cure any
ambiguity or deal with any matter not covered, it shall not be necessary to
obtain the consent of any Noteholder or the Indenture Trustee. If the purpose
of the amendment is to add or eliminate or change any provision of the
Agreement, other than as specified in the preceding sentence, the amendment
shall require the consent of the Holder, the consent of Noteholders evidencing
more than 66 2/3 % at the Outstanding Balance of the Notes and the Indenture
Trustee; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the time of, payments received that are required
to be distributed to the Holder or to any Noteholder, or (ii) waive the
requirement of consent of the Holder or reduce the aforesaid percentage of
Noteholders which are required to consent to any such amendment.



     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Ownership Certificate is registerable in the
Certificate Register upon surrender of this Ownership Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Trust in the State of New York, accompanied by a
written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon a new Ownership Certificate will be issued
to the designated transferee. The initial Certificate Registrar appointed
under the Agreement is the Administrator.



     Except as provided in the Agreement, the Ownership Certificate is issuable
only in a minimum Percentage Interest of 100%. No service charge will be made
for any such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith or any expense incurred
thereby.



     The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar
and any agent of the Owner Trustee, the Certificate Paying Agent, the
Administrator and the Certificate Registrar may treat the Holder as the owner
hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
Agent, the Administrator, the Certificate Registrar or any such agent shall be
affected by any notice to the contrary.



A-7









 





     The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the satisfaction and discharge of
the Indenture pursuant to Section 4.01 thereof and the termination of the
Transfer and Servicing Agreement.



A-8









 





ASSIGNMENT




     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or type name and address, including postal zip code, of assignee)
the within Ownership Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing to transfer said Ownership Certificate on the books
of the Certificate Registrar, with full power of substitution in the premises.



     Dated:



	 	 	 
	

	 	                                                                            */
Signature
Guaranteed:
	 
	 	 
	

	 	                                                                            */







          */ NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Ownership Certificate in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company.



A-9









 





DISTRIBUTION INSTRUCTIONS




     The assignee should include the following for the information of the
Certificate Paying Agent:



     Distribution shall be made by wire transfer in immediately available funds
                   
              to for the account of                       
                         ,
account number                              , or, if mailed by check, to
                                                .



     Applicable statements should be mailed to
                                
                   .



	 	 	 
	

	 	                                                                            

Signature of assignee or agent

(for authorization of wire transfer only)







A-10









 






EXHIBIT B




[RESERVED]




B-1









 








EXHIBIT C




FORM OF CERTIFICATE OF TRUST OF




SASCO MORTGAGE LOAN TRUST 2004-GEL2




     THIS Certificate of Trust of SASCO Mortgage Loan Trust 2004-GEL2 (the
“Trust”), is being duly executed and filed by the undersigned, as trustee, to
form a statutory trust under the Delaware Statutory Trust Act (12 DEL. CODE,
Sections 3801 et seq.) (the “Act”)



     1. NAME. The name of the statutory trust formed hereby is “SASCO MORTGAGE
LOAN TRUST 2004-GEL2.”



     2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware are Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.



     3. EFFECTIVE DATE. This Certificate of Trust shall be effective on [
         ], 2004.



     IN WITNESS WHEREOF, the undersigned, being the owner trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811(a) of
the Act.


	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY,

as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:
Title:  	 	 




C-1









 






	 	 	 	 	 



EXHIBIT D-1




FORM OF RULE 144A INVESTMENT LETTER






Date       



U.S. BANK NATIONAL ASSOCIATION,
   as
Certificate Registrar

60 Livingston Ave.

St. Paul, Minnesota 55107



Attention: Corporate Trust Department




	 	 	 
	Re:

	 	SASCO Mortgage Loan Trust

Ownership Certificate, Series 2004-GEL2 







Ladies and Gentlemen:




     In connection with our acquisition of the SASCO Mortgage Loan Trust
2004-GEL2 Ownership Certificate, Series 2004-GEL2 (the “Certificate”), we
certify that (a) we understand that the Certificate has not been registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificate,
(c) we have had the opportunity to ask questions of and receive answers from
the Structured Asset Securities Corporation (the “Depositor”) concerning the
purchase of the Certificate and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificate, (d)
we have not, nor has anyone acting on our behalf, offered, transferred,
pledged, sold or otherwise disposed of the Certificate or any interest in the
Certificate, or solicited any offer to buy, transfer, pledge or otherwise
dispose of the Certificate or any interest in the Certificate from any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action that would constitute a
distribution of the Certificate under the Act or that would render the
disposition of the Certificate a violation of Section 5 of the Act or any state
securities laws or require registration pursuant thereto, and we will not act,
or authorize any person to act, in such manner with respect to the Certificate
and (e) we are a “qualified institutional buyer” as that term is defined in
Rule 144A under the Act (“Rule 144A”). We are aware that the sale to us is
being made in reliance on Rule 144A.



     We are acquiring the Certificate for our own account or for resale
pursuant to Rule 144A and understand that such Certificate may be resold,
pledged or transferred only (1) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or



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transfer is being made in reliance on Rule 144A or (2) pursuant to another
exemption from registration under the Act.




     In addition, we hereby certify that we either (i) are not a pension,
profit-sharing or other employee benefit plan, including a “Keogh” plan or
individual retirement account that is subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
Revenue Code of 1986, as amended (or to any other substantially similar law) or
any entity deemed to hold the plan assets of the foregoing or (ii) are a
pension, profit-sharing or other employee benefit plan, including a “Keogh”
plan or individual retirement account, or an entity deemed to hold the plan
assets of the foregoing and our acquisition and holding of the Certificates,
throughout the period that we will hold the Certificates, will satisfy the
requirements for exemptive relief under Prohibited Transaction Class Exemption
(“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar
exemption, or if we are subject to any substantially similar law, will not
result in a violation of any such substantially similar law.



     We hereby acknowledge that under the terms of the Trust Agreement among
Structured Asset Securities Corporation, as Depositor, Wilmington Trust
Company, as Owner Trustee, and U.S. Bank National Association, as
Administrator, dated as of June 1, 2004, no transfer of the Certificates shall
be permitted to be made to any person unless the Certificate Registrar has
received a certificate from such transferee in the form hereof.



     We hereby indemnify the Depositor, Certificate Registrar and the Owner
Trustee against any liability that may result to either of them if our transfer
or other disposition of any Certificates (or any interest therein) is not
exempt from the registration requirements of the Act and any applicable state
securities laws or is not made in accordance with such federal and state laws,
the provisions of this certificate or the applicable provisions of the
Indenture.



	 	 	 	 	 
	 	Very truly yours,

[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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EXHIBIT D-2




FORM OF NON-RULE 144A INVESTMENT LETTER





Date       



U.S. BANK NATIONAL ASSOCIATION,
   as
Certificate Registrar

60 Livingston Ave.

St. Paul, Minnesota 55107



Attention: Corporate Trust Department




	 	 	 
	Re:

	 	SASCO Mortgage Loan Trust 

2004-GEL2, Ownership Certificate







     Ladies and Gentlemen:



     In connection with our acquisition of the above-referenced certificates
(the “Certificates”) we certify that (a) we understand that the Certificates
have not been registered under the Securities Act of 1933, as amended (the
“Act”), or any state securities laws and are being transferred to us in a
transaction that is exempt from the registration requirements of the Act and
any such laws, (b) we are an “accredited investor,” as defined in Rule
501(a)(1), (2), (3) or (7) under the Act, and have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificates, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (d) we are acquiring the Certificates for investment for our own
account and not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise dispose of the
Certificates in accordance with clause (f) below), (e) we have not offered or
sold any Certificates to, or solicited offers to buy any Certificates from, any
person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action that would result in a violation of Section
5 of the Act or any state securities laws and (f) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the
Act and in compliance with any relevant state securities laws or is exempt from
such registration requirements and, if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this
certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Trust
Agreement dated as of June 1, 2004, among



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Structured Asset Securities Corporation, as Depositor, and Wilmington
Trust Company, as Owner Trustee.




     In addition, we hereby certify that we either (i) are not a pension,
profit-sharing or other employee benefit plan, including a “Keogh” plan or
individual retirement account that is subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
Revenue Code of 1986, as amended (or to any other substantially similar law) or
any entity deemed to hold the plan assets of the foregoing or (ii) are a
pension, profit-sharing or other employee benefit plan, including a “Keogh”
plan or individual retirement account, or an entity deemed to hold the plan
assets of the foregoing and our acquisition and holding of the Certificates,
throughout the period that we will hold the Certificates, will satisfy the
requirements for exemptive relief under Prohibited Transaction Class Exemption
(“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar
exemption, or if we are subject to any substantially similar law, will not
result in a violation of any such substantially similar law.



     We hereby acknowledge that under the terms of the Trust Agreement among
Structured Asset Securities Corporation, as Depositor, Wilmington Trust
Company, as Owner Trustee, and U.S. Bank National Association, as
Administrator, dated as of June 1, 2004, no transfer of the Certificates shall
be permitted to be made to any person unless the Certificate Registrar has
received a certificate from such transferee in the form hereof.



     We hereby indemnify the Owner Trustee, the Depositor and the Certificate
Registrar against any liability that may result to either of them if our
transfer or other disposition of any Certificates (or any interest therein) is
not exempt from the registration requirements of the Act and any applicable
state securities laws or is not made in accordance with such federal and state
laws.


	 	 	 	 	 
	 	Very truly yours,  







[Name of Transferee]







 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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EXHIBIT E




[Reserved]




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EXHIBIT F-1




FORM OF OWNERSHIP CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)




	 	 	 	 	 
	STATE OF NEW YORK

	 	)
	

	 	) ss.:

	COUNTY OF NEW YORK

	 	)







     The undersigned, being first duly sworn, deposes and says as follows:



     1. The
undersigned is the                             of                   
(the “Purchaser”), a [corporation duly organized] and existing under the laws
of                            , on behalf of which he [she] makes this affidavit.



     2. The
Purchaser’s Taxpayer Identification Number is
                  .



     3. The Purchaser is a domestic corporation described in Section 860L(a)(2)
of the Code that (i) is not the obligor on any debt instrument held as part of
the Trust and (ii) is not related, within the meaning of Section 860L(g), to
any person who is an obligor on any debt instrument held as part of the Trust.
The Purchaser is acquiring the Ownership Certificate directly for its own
account and not as the trustee, nominee, or agent for another.



     4. The
Purchaser is not, and on            [date of transfer] will not be,
and is not and on such date will not be investing the assets of, an employee
benefit plan subject to the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), or a plan subject to Code Section 4975 or a person or entity
that is using the assets of any employee benefit plan or other plan to acquire
the Ownership Certificate.



     5. The Purchaser hereby acknowledges that under the terms of the Trust
Agreement dated as of June 1, 2004 (the “Trust Agreement”), between Structured
Asset Securities Corporation, as Depositor, and Wilmington Trust Company, as
Owner Trustee, no transfer of the Ownership Certificate shall be permitted to
be made to any person unless the Certificate Registrar has received a
certificate from such transferee to the effect that such transferee is not an
employee benefit plan subject to ERISA or a plan subject to Section 4975 of the
Code and is not using the assets of any employee benefit plan or other plan to
acquire the Ownership Certificate.



     6. The Purchaser does not have the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid
with respect to such Ownership Interest.



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     7. The Purchaser will not transfer the Ownership Certificate to any person
or entity (i) as to which the Purchaser has reason to believe does not satisfy
the requirements set forth in this affidavit, and (ii) without obtaining form
the prospective Purchaser an affidavit substantially in this form and providing
to the Certificate Registrar a written statement substantially in the form of
Exhibit F-1 to the Agreement.



     8. The Purchaser understands that the Ownership Certificate is an
ownership interest in a FASIT and, as a result, the Purchaser may incur tax
liabilities in excess of any cash flows generated by the Ownership Certificate
and that it intends to pay taxes associated with holding such Ownership
Certificate as they become due.



     9. The Purchaser agrees to such amendments of the Agreement as may be
required to further effectuate the restrictions on transfer of the Ownership
Certificate to any Person other than a domestic corporation described in
Section 860L(a)(2) of the Code that (i) is not the obligor on any debt
instrument held as part of the Trust and (ii) is not related, within the
meaning of Section 860L(g) to any person who is an obligor on any debt
instrument held as part of the Trust Estate.



F-2









 





     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested, this                    day of                      .


	 	 	 	 
	


Print Name of Purchaser

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 




Personally appeared before me the above-named [name of officer] ________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the [title of officer] _______ of the Purchaser, and acknowledged to me
that he [she] executed the same as his [her] free act and deed and the free act
and deed of the Purchaser.




Subscribed and sworn before me this _____ day of ________ 20__.




NOTARY PUBLIC




                                                                            




COUNTY OF                                       




STATE OF                                       




My commission expires the ___ day of ______ ____.





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EXHIBIT F-2




FORM OF OWNERSHIP CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)




     Re: SASCO Mortgage Loan Trust 2004-GEL2



                          
(the “Transferor”) has reviewed the attached affidavit
of                 (the “Transferee”), and has no actual knowledge that such
affidavit is not true and has no reason to believe that the information
contained therein is not true, and has no reason to believe that the Transferee
has the intention to impede the assessment or collection of any federal, state
or local taxes legally required to be paid with respect to an Ownership
Certificate. In addition, the Transferor has conducted a reasonable
investigation at the time of transfer and found that the Transferee had
historically paid its debts as they came due and found no significant evidence
to indicate that the Transferee will not continue to pay its debts as they
become due.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	

      [Name of Transferor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	

	 	Date:
	 	 








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EXHIBIT G




OWNER TRUSTEE FEE LETTER AGREEMENT




Retained on file at:

the Wilmington Trust Company

520 Madison Avenue, 33rd Floor,

New York, NY
10022-4213




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EXHIBIT H




FASIT ELECTION UNDER SECTION 860L(a)(3) OF THE INTERNAL

REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)




For




SASCO MORTGAGE LOAN TRUST 2004-GEL2





	1.	 	Lehman Pass-Through Securities Inc. is an Eligible Corporation,
within the meaning of section 860L(a)(2) of the Code, and the Initial
Holder of the Ownership Certificate, which evidences a 100% undivided
beneficial ownership interest in SASCO Mortgage Loan Trust
2004-GEL2 (the “Trust”).
	 
	2.	 	Lehman Pass-Through Securities Inc., in its capacity as the Initial
Holder of the Ownership Certificate, hereby elects, in accordance with
section 860L(a)(3) of the Code, that the Trust be treated as a FASIT
for federal income tax purposes.
	 
	3.	 	Lehman Pass-Through Securities Inc. is a member of an affiliated
group or corporations that files a consolidated federal income tax
return and Lehman Pass-Through Securities Inc. intends that this
election be a part of the consolidated federal income tax return for
the taxable year that includes the Trust’s startup day, within the
meaning of section 860L(d)(1) of the Code.
	 
	4.	 	The name and address of the Trust are as follows:






	 	 	SASCO Mortgage Loan Trust 2004-GEL2

c/o Wilmington Trust Company

Attn: Corporate Trust Administration

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001






	5.	 	The name and address of the Administrator are as follows:






	 	 	U.S. Bank National Association

Attn: Structured Finance (SASCO 2004-GEL2)

60 Livingston Ave.

St. Paul, Minnesota 55107






	6.	 	The name and address of the Depositor (the person who transferred
the assets to the Trust) are as follows:






	 	 	Structured Asset Securities Corporation

Attn: Mortgage-Backed Finance (SASCO 2004-GEL2)




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	 	 	745 Seventh Avenue

7th Floor

New York, NY 10019






	7.	 	Information concerning the Trust’s issuance of Notes, which are
designated as FASIT regular interests, including prepayment assumptions
made for purposes of section 1272(a)(6) of the Code, are set forth in
the attached prospectus, pursuant to which the Notes were offered, and
the attached agreement dated as of June 1, 2004, among Structured
Assets Securities Corporation, as Depositor, Wilmington Trust Company,
as Owner Trustee, and U.S. Bank National Association, as Administrator,
pursuant to which the Trust was organized (the “Trust Agreement”).
	 
	8.	 	By affixing their signatures hereto, the parties to the Trust
Agreement and the Initial Holder hereby manifest their intent to elect
FASIT status on behalf of the Trust.




	 	 	 	 	 
	 	LEHMAN PASS-THROUGH SECURITIES INC., as

the Initial Holder

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	STRUCTURED ASSET SECURITIES

CORPORATION, as Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Owner

Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in

its individual capacity but solely as

Administrator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





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EXHIBIT I




AFFIDAVIT OF LEHMAN PASS-THROUGH SECURITIES INC., AS INTIAL

HOLDER, CONCERNING FILING OF FASIT ELECTION FOR SASCO

MORTGAGE LOAN TRUST 2004-GEL2




	 	 	 	 	 
	STATE OF NEW YORK

	 	)
	

	 	) ss.:

	COUNTY OF NEW YORK

	 	)








	 	 	The undersigned, being first duly sworn, deposes and says as follows:
	 
	1.	 	The undersigned is the Initial Holder of the Ownership Certificate
in SASCO Mortgage Loan Trust 2004-GEL2 (the “Trust”).
	 
	2.	 	The undersigned is a member of an affiliated group of corporations
that files a consolidated return for federal income tax purposes.
	 
	3.	 	The undersigned hereby confirms that an election of FASIT status,
in the form Exhibit H to the agreement dated as of June 1, 2004, among
Structured Assets Securities Corporation, as Depositor, Wilmington
Trust Company, as Owner Trustee, and U.S. Bank National Association, as
Administrator, pursuant to which the Trust was organized (the “Trust
Agreement”), signed on behalf of the Initial Holder, the Depositor, the
Owner Trustee, and the Administrator, has been filed with a timely
filed federal income tax return for the affiliated group of
corporations of which the Initial Holder is a member for the taxable
year of the Initial Holder that includes the startup day for the Trust.





IN WITNESS WHEREOF, the Initial Holder has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested this ____ day of ___________ 2004.




LEHMAN PASS-THROUGH SECURITIES INC., as Initial Holder



	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 




Personally appeared before me the above-named [name of officer] ________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the [title of officer] _______ of the Purchaser, and acknowledged to me
that he [she]




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executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.




Subscribed and sworn before me this _____ day of ________ 20__.




NOTARY PUBLIC




____________________________




COUNTY OF ________________




STATE OF __________________




My commission expires the ___ day of ______ ____.





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