TRUST AGREEMENT

Trust Agreement

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STRUCTURED ASSET SECURITIES CORPORATION | WELLS FARGO BANK, N.A | CLAYTON FIXED INCOME SERVICES INC | U.S. BANK NATIONAL ASSOCIATION,

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Title: TRUST AGREEMENT
Governing Law: New York Date: 11/13/2006

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EXECUTION

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

WELLS FARGO BANK, N.A., as

Master Servicer and Securities Administrator

CLAYTON FIXED INCOME SERVICES INC., as Credit Risk Manager,

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

___________________________

TRUST AGREEMENT

Dated as of October 1, 2006

___________________________

STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2006-BC3

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS

Section 1.01.	Definitions.	15
Section 1.02.	Calculations Respecting Mortgage Loans.	61
Section 1.03.	Calculations Respecting Accrued Interest.	61

ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

Section 2.01.	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.	61
Section 2.02.	Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.	65
Section 2.03.	Representations and Warranties of the Depositor.	67
Section 2.04.	Discovery of Breach.	69
Section 2.05.	Repurchase, Purchase or Substitution of Mortgage Loans.	69
Section 2.06.	Grant Clause.	71

ARTICLE III THE CERTIFICATES

Section 3.01.	The Certificates.	72
Section 3.02.	Registration.	73
Section 3.03.	Transfer and Exchange of Certificates.	74
Section 3.04.	Cancellation of Certificates.	80
Section 3.05.	Replacement of Certificates.	80
Section 3.06.	Persons Deemed Owners.	81
Section 3.07.	Temporary Certificates.	81
Section 3.08.	Appointment of Paying Agent.	81
Section 3.09.	Book-Entry Certificates.	82

ARTICLE IV ADMINISTRATION OF THE TRUST FUND

Section 4.01.	Certificate Account.	84
Section 4.02.	Application of Funds in the Certificate Account.	86
Section 4.03.	Reports to Certificateholders.	88

ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01.	Distributions Generally.	93
Section 5.02.	Distributions from the Certificate Account.	93
Section 5.03.	Allocation of Losses.	108
Section 5.04.	Advances by Master Servicer and Servicers .	109
Section 5.05.	Compensating Interest Payments.	109
Section 5.06.	Basis Risk Reserve Fund.	109
Section 5.07.	Supplemental Interest Trust.	110
Section 5.08.	Rights of Swap Counterparty.	111
Section 5.09.	Termination Receipts.	112
Section 5.10.	Final Maturity Reserve Trust.	113

ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

Section 6.01.	Duties of Trustee and Securities Administrator.	114
Section 6.02.	Certain Matters Affecting the Trustee and the Securities Administrator.	117
Section 6.03.	Trustee and Securities Administrator Not Liable for Certificates.	119
Section 6.04.	Trustee and the Securities Administrator May Own Certificates.	119
Section 6.05.	Eligibility Requirements for Trustee and Securities Administrator.	119
Section 6.06.	Resignation and Removal of Trustee and the Securities Administrator.	120
Section 6.07.	Successor Trustee and Successor Securities Administrator.	121
Section 6.08.	Merger or Consolidation of Trustee or the Securities Administrator.	122
Section 6.09.	Appointment of Co-Trustee, Separate Trustee or Custodian.	122
Section 6.10.	Authenticating Agents.	124
Section 6.11.	Indemnification of Trustee and Securities Administrator.	125
Section 6.12.	Fees and Expenses of Securities Administrator, Trustee and Custodians.	126
Section 6.13.	Collection of Monies.	126
Section 6.14.	Events of Default; Trustee To Act; Appointment of Successor.	127
Section 6.15.	Additional Remedies of Trustee Upon Event of Default.	131
Section 6.16.	Waiver of Defaults.	131
Section 6.17.	Notification to Holders.	132
Section 6.18.	Directions by Certificateholders and Duties of Trustee During Event of Default.	132
Section 6.19.	Action Upon Certain Failures of the Master Servicer and Upon Event of Default.	132
Section 6.20.	Preparation of Tax Returns and Other Reports.	133
Section 6.21.	Reporting Requirements of the Commission	140
Section 6.22.	No Merger.	140
Section 6.23.	Indemnification by the Securities Administrator.	140

ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND

Section 7.01.	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated Regular Interests.	141
Section 7.02.	Procedure Upon Termination of Trust Fund or Purchase of Lower Tier REMIC 1 Uncertificated Regular Interests.	143
Section 7.03.	Additional Trust Fund Termination Event or Purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests.	144
Section 7.04.	Optional Repurchase Right.	145

ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS

Section 8.01.	Limitation on Rights of Holders.	146
Section 8.02.	Access to List of Holders.	147
Section 8.03.	Acts of Holders of Certificates.	147

ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS; CREDIT RISK MANAGER

Section 9.01.	Duties of the Master Servicer.	148
Section 9.02.	Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy.	149
Section 9.03.	Master Servicer’s Financial Statements and Related Information.	149
Section 9.04.	Power to Act; Procedures.	150
Section 9.05.	Enforcement of Servicer’s and Master Servicer’s Obligations.	152
Section 9.06.	Collection of Taxes, Assessments and Similar Items.	153
Section 9.07.	Termination of Servicing Agreements; Successor Servicers.	153
Section 9.08.	Master Servicer Liable for Enforcement.	154
Section 9.09.	No Contractual Relationship Between Any Servicer and Trustee or Depositor.	154
Section 9.10.	Assumption of Servicing Agreement by Securities Administrator.	155
Section 9.11.	Due-on-Sale Clauses; Assumption Agreements.	155
Section 9.12.	Release of Mortgage Files.	155
Section 9.13.	Documents, Records and Funds in Possession of Master Servicer to be Held for Trustee.	156
Section 9.14.	Representations and Warranties of the Master Servicer.	158
Section 9.15.	Opinion.	160
Section 9.16.	Standard Hazard and Flood Insurance Policies.	160
Section 9.17.	Presentment of Claims and Collection of Proceeds.	161
Section 9.18.	Reserved.	161
Section 9.19.	Trustee To Retain Possession of Certain Documents.	161
Section 9.20.	[Reserved]	161
Section 9.21.	Compensation to the Master Servicer.	161
Section 9.22.	REO Property.	161
Section 9.23.	Notices to the Depositor and the Securities Administrator	162
Section 9.24.	Reports to the Trustee.	163
Section 9.25.	Assessment of Compliance and Attestation Reports..	163
Section 9.26.	Annual Statement of Compliance with Applicable Servicing Criteria .	165
Section 9.27.	Merger or Consolidation.	165
Section 9.28.	Resignation of Master Servicer.	166
Section 9.29.	Assignment or Delegation of Duties by the Master Servicer.	166
Section 9.30.	Limitation on Liability of the Master Servicer and Others.	167
Section 9.31.	Indemnification; Third-Party Claims.	168
Section 9.32.	Special Servicing of Delinquent Mortgage Loans.	168
Section 9.33.	Alternative Index.	168
Section 9.34.	Duties of the Credit Risk Manager.	169
Section 9.35.	Limitation Upon Liability of the Credit Risk Manager.	170
Section 9.36.	Indemnification by the Credit Risk Manager.	171
Section 9.37.	Removal of Credit Risk Manager.	171

iii

ARTICLE X REMIC ADMINISTRATION
Section 10.01.	REMIC Administration.	171
Section 10.02.	Prohibited Transactions and Activities.	174
Section 10.03.	Indemnification with Respect to Certain Taxes and Loss of REMIC Status.	175
Section 10.04.	REO Property.	175

ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.01.	Binding Nature of Agreement; Assignment.	176
Section 11.02.	Entire Agreement.	176
Section 11.03.	Amendment.	176
Section 11.04.	Voting Rights.	178
Section 11.05.	Provision of Information.	179
Section 11.06.	Governing Law.	179
Section 11.07.	Notices.	179
Section 11.08.	Severability of Provisions.	180
Section 11.09.	Indulgences; No Waivers.	180
Section 11.10.	Headings Not To Affect Interpretation.	180
Section 11.11.	Benefits of Agreement.	180
Section 11.12.	Special Notices to the Rating Agencies and any NIMS Insurer.	181
Section 11.13.	Conflicts.	182
Section 11.14.	Counterparts.	182
Section 11.15.	Transfer of Servicing.	182

ATTACHMENTS

Exhibit A	Forms of Certificates
Exhibit B-1	Form of Initial Certification
Exhibit B-2	Form of Interim Certification
Exhibit B-3	Form of Final Certification
Exhibit B-4	Form of Endorsement
Exhibit C	Request for Release of Documents and Receipt
Exhibit D-l	Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2	Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit E	List of Servicing Agreements
Exhibit F	Form of Rule 144A Transfer Certificate
Exhibit G	Form of Purchaser’s Letter for Institutional Accredited Investors
Exhibit H	Form of ERISA Transfer Affidavit
Exhibit I	Monthly Remittance Advice
Exhibit J	Monthly Electronic Data Transmission
Exhibit K	List of Custodial Agreements
Exhibit L	List of Credit Risk Management Agreements
Exhibit M-1	Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security
Exhibit M-2	Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security
Exhibit N	Interest Rate Cap Agreement
Exhibit O	Swap Agreement
Exhibit P-1	Additional Form 10-D Disclosure
Exhibit P-2	Additional Form 10-K Disclosure
Exhibit P-3	Additional Form 8-K Disclosure
Exhibit P-4	Additional Disclosure Notification
Exhibit Q-1	Form of Back-Up Sarbanes-Oxley Certification
Exhibit Q-2	Form of Back-Up Sarbanes-Oxley Certification to be Provided by the Securities Administrator
Exhibit R-1	Form of Watchlist Report
Exhibit R-2	Form of Loss Severity Report
Exhibit R-3	Reserved
Exhibit R-4	Form of Prepayment Premiums Report
Exhibit R-5	Form of Analytics Report
Exhibit S	Form of Certification Regarding Servicing Criteria to be Addressed in Report on Assessment of Compliance
Exhibit T	[Reserved]
Exhibit U	Form of Certification to be Provided by the Credit Risk Manager
Exhibit V	Transaction Parties
Schedule A	Mortgage Loan Schedule (by Mortgage Pool)
Schedule B	Projected Aggregate Scheduled Principal Balance of Forty-Year Mortgage Loans

This TRUST AGREEMENT, dated as of October 1, 2006 (the “Agreement”), is by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), WELLS FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”), and CLAYTON FIXED INCOME SERVICES INC. (formerly known as The Murrayhill Company), a Colorado corporation, as credit risk manager (the “Credit Risk Manager”).

PRELIMINARY STATEMENT

The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any PPTL Premium, (ix) any FPD Premium, (x) the Final Maturity Reserve Trust, (xi) the Final Maturity Reserve Account and (xii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections.

Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions.

The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets.

The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

REMIC 1:

REMIC 1 shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Clo