MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

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EXECUTION COPY

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LEHMAN BROTHERS HOLDINGS INC.,

SELLER

and

STRUCTURED ASSET SECURITIES CORPORATION,

PURCHASER

MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

Dated as of January 1, 2005

Structured Adjustable Rate Mortgage Loan Trust

(Mortgage Pass-Through Certificates, Series 2005-2)

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TABLE OF CONTENTS

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ARTICLE I.

CONVEYANCE OF MORTGAGE LOANS

Section 1.01. Mortgage Loans....................................................................3

Section 1.02. Delivery of Documents.............................................................4

Section 1.03. Review of Documentation...........................................................4

Section 1.04. Representations and Warranties of the Seller......................................5

Section 1.05. Grant Clause.....................................................................14

Section 1.06. Assignment by Depositor..........................................................14

ARTICLE II.

MISCELLANEOUS PROVISIONS

Section 2.01. Binding Nature of Agreement; Assignment..........................................15

Section 2.02. Entire Agreement.................................................................15

Section 2.03. Amendment........................................................................15

Section 2.04. Governing Law....................................................................16

Section 2.05. Severability of Provisions.......................................................16

Section 2.06. Indulgences; No Waivers..........................................................16

Section 2.07. Headings Not to Affect Interpretation............................................16

Section 2.08. Benefits of Agreement............................................................16

Section 2.09. Counterparts.....................................................................16

SCHEDULE A Mortgage Loan Schedule

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This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of

January 1, 2005 (the "Agreement"), is executed by and between Lehman Brothers

Holdings Inc. (the "Seller") and Structured Asset Securities Corporation (the

"Depositor").

All capitalized terms not defined herein shall have the same

meanings assigned to such terms in that certain Trust Agreement (the "Trust

Agreement"), dated as of January 1, 2005, among the Depositor, Aurora Loan

Services LLC, as master servicer ("Aurora"), and JPMorgan Chase Bank, N.A., as

trustee (the "Trustee").

W I T N E S S E T H:

WHEREAS, Lehman Brothers Bank, FSB (the "Bank"), pursuant to

the following specified agreements (each, a "Bank Transfer Agreement" and

collectively, the "Transfer Agreements"), has purchased or received certain

mortgage loans identified on the Mortgage Loan Schedule attached hereto as

Schedule A-1 (each, a "Bank Transferred Mortgage Loan" and collectively, the

"Transferred Mortgage Loans"):

1. Loan Purchase Agreement, dated as of August 29, 2002, by

and between the Bank and American Gold Mortgage Corp.

("American Gold");

2. Flow Purchase and Warranties Agreement, dated as of

February 13, 2001, by and between the Bank and IndyMac

Bank, F.S.B. ("IndyMac") and amendments dated as of June

27, 2001, July 19, 2002 and December 1, 2003;

3. Mortgage Loan Purchase Agreement, dated as of May 20,

2004, by and between the Bank and Luxury Mortgage Corp.

("Luxury");

4. Loan Purchase Agreement, dated as of August 14, 2002, by

and between the Bank and Primary Residential Mortgage

("Primary");

5. Flow Mortgage Loan Purchase and Warranties Agreement,

dated as of June 10, 2002, by and between the Bank and SIB

Mortgage Corp. ("SIB"), as amended by Amendment No. 1

dated as of November 1, 2002 and Amendment No. 2 dated as

of September 29, 2003;

6. Loan Purchase Agreement, dated as of March 18, 2004, by

and between the Bank and Summit Mortgage Corp. ("Summit");

7. Flow Mortgage Loan Purchase and Warranties Agreement,

dated as of July 23, 2001, by and between the Bank and The

Mortgage Store Financial, Inc. ("The Mortgage Store"); and

8. Loan Purchase Agreement, dated as of September 2, 2004, by

and between the Bank and Winstar Mortgage Partners

("Winstar" and collectively with American Gold, IndyMac,

Luxury, Primary, SIB, Summit and The Mortgage Store, the

"Transferors" and each, a "Transferor").

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WHEREAS, pursuant to an Assignment and Assumption Agreement

(the "Assignment and Assumption Agreement"), dated as of January 1, 2005,

between the Bank, as assignor, and the Seller, as assignee, the Bank has

assigned all of its right, title and interest in and to the Bank Transfer

Agreements and related Mortgage Loans as listed on Schedule A-1, in the case of

the Bank Transferred Mortgage Loans, or Schedule A-2, in the case of the Bank

Originated Mortgage Loans, and the Seller has accepted the rights and benefits

of, and assumed the obligations of the Bank under, the Bank Transfer Agreements;

WHEREAS, the Seller is a party to the following servicing

agreements (collectively, the "Servicing Agreement") pursuant to which the

Mortgage Loans are serviced by Aurora, Colonial Savings, F.A. ("Colonial") and

Wells Fargo Bank, National Association (each as a servicer, a "Servicer" and

collectively, the "Servicers"):

1. Servicing Agreement, dated as of January 1, 2005, between

the Seller and Aurora pursuant to which the Mortgage Loans

are serviced by Aurora;

2. Correspondent Servicing Agreement, dated as of June 26,

2002, by and among the Bank, Aurora and Colonial and

Transfer Notice, dated as of January 1, 2005, between the

Seller and Colonial; and

3. Securitization Subservicing Agreement, dated as of January

1, 2005, by and between the Seller, Aurora and Wells Fargo

Bank, National Association.

WHEREAS, the Seller desires to sell, without recourse, all of

its rights, title and interest in and to the Mortgage Loans (exclusive of any

Retained Interest on such Mortgage Loans, if any) to the Depositor and to assign

all of its rights and interest under the Transfer Agreements and the Servicing

Agreements relating to the Mortgage Loans, and to delegate all of its

obligations thereunder, to the Depositor; and

WHEREAS, the Seller and the Depositor acknowledge and agree

that the Depositor will convey the Mortgage Loans to a Trust Fund created

pursuant to the Trust Agreement, assign all of its rights and delegate all of

its obligations hereunder to the Trustee for the benefit of the

Certificateholders, and that each reference herein to the Depositor is intended,

unless otherwise specified, to mean the Depositor or the Trustee, as assignee,

whichever is the owner of the Mortgage Loans from time to time.

NOW, THEREFORE, in consideration of the mutual agreements

herein set forth, and for other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the Seller and the Depositor agree as

follows:

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ARTICLE I.

CONVEYANCE OF MORTGAGE LOANS

Section 1.01. Mortgage Loans.

(a) Sale of Mortgage Loans. Concurrently with the execution

and delivery of this Agreement, the Seller does hereby transfer, assign, set

over, deposit with and otherwise convey to the Depositor, without recourse,

subject to Sections 1.03 and 1.04, all the right, title and interest of the

Seller in and to the Mortgage Loans (exclusive of any Retained Interest on such

Mortgage Loans, if any) identified on Schedule A-1 and Schedule A-2 hereto,

having an aggregate principal balance as of the Cut-off Date of $324,306,647.46.

Such conveyance includes, without limitation, the right to all distributions of

principal and interest received on or with respect to the Mortgage Loans on or

after January 1, 2005 other than, (i) any amounts representing Retained

Interest, if any, and (ii) payments of principal and interest due on or before

such date, and all such payments due after such date but received prior to such

date and intended by the related Mortgagors to be applied after such date,

together with all of the Seller's right, title and interest in and to each

related account and all amounts from time to time credited to and the proceeds

of such account, any REO Property and the proceeds thereof, the Seller's rights

under any Insurance Policies relating to the Mortgage Loans, the Seller's

security interest in any collateral pledged to secure the Mortgage Loans,

including the Mortgaged Properties, and any proceeds of the foregoing.

(b) Concurrently with the execution and delivery of this

Agreement, the Seller hereby assigns to the Depositor all of its rights and

interest under each Transfer Agreement and each Servicing Agreement, other than

any right to receive Retained Interest if any, and any servicing rights retained

thereunder, and delegates to the Depositor all of its obligations thereunder, to

the extent relating to the Mortgage Loans. The Seller and the Depositor further

agree that this Agreement incorporates the terms and conditions of any

assignment and assumption agreement or other assignment document required to be

entered into under any of the Transfer Agreements (any such document an

"Assignment Agreement") and this Agreement constitutes an Assignment Agreement

under such Transfer Agreement, and the Depositor hereby assumes the obligations

of the assignee under each such Assignment Agreement. Concurrently with the

execution hereof, the Depositor tenders the purchase price of $324,306,647.46.

The Depositor hereby accepts such assignment and delegation, and shall be

entitled to exercise all the rights of the Seller under each Transfer Agreement

and each Servicing Agreement, other than any servicing rights thereunder, as if

the Depositor had been a party to each such agreement.

(c) Schedules of Mortgage Loans. The Depositor and the Seller

have agreed upon which of the Mortgage Loans owned by the Seller are to be

purchased by the Depositor pursuant to this Agreement and the Seller will

prepare on or prior to the Closing Date a final schedule describing such

Mortgage Loans (the "Mortgage Loan Schedule"). The Mortgage Loan Schedule shall

conform to the requirements of the Depositor as set forth in this Agreement and

to the definition of "Mortgage Loan Schedule" under the Trust Agreement. The

Mortgage Loan Schedule attached hereto as Schedule A-1 specifies those Mortgage

Loans that are Transferred Mortgage Loans and the Mortgage Loan Schedule

attached hereto as Schedule A-2 specifies those Mortgage Loans that are Bank

Originated Mortgage Loans and which have been assigned by the Bank to the Seller

pursuant to the Assignment and Assumption Agreement.

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Section 1.02. Delivery of Documents.

(a) In connection with such transfer and assignment of the

Mortgage Loans hereunder, the Seller, shall, at least three (3) Business Days

prior to the Closing Date, deliver, or cause to be delivered, to the Depositor

(or its designee) the documents or instruments with respect to each Mortgage

Loan (each a "Mortgage File") so transferred and assigned, as specified in the

related Transfer Agreements or Servicing Agreements.

(b) For Mortgage Loans (if any) that have been prepaid in full

on or after the Cut-off Date and prior to the Closing Date, the Seller, in lieu

of delivering the related Mortgage Files, herewith delivers to the Depositor an

Officer's Certificate which shall include a statement to the effect that all

amounts received in connection with such prepayment that are required to be

deposited in the Collection Account maintained by the Master Servicer for such

purpose have been so deposited.

Section 1.03. Review of Documentation. The Depositor, by execution and

delivery hereof, acknowledges receipt of the Mortgage Files pertaining to the

Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof

by the custodians, LaSalle Bank National Association and U.S. Bank National

Association, as applicable (each, a "Custodian" and together, the "Custodians"),

for the Depositor. Each Custodian is required to review, within 45 days

following the Closing Date, each applicable Mortgage File. If in the course of

such review the related Custodian identifies any Material Defect, the Seller

shall be obligated to cure such Material Defect or to repurchase the related

Mortgage Loan from the Depositor (or, at the direction of and on behalf of the

Depositor, from the Trust Fund), or to substitute a Qualifying Substitute

Mortgage Loan therefor, in each case to the same extent and in the same manner

as the Depositor is obligated to the Trustee and the Trust Fund under Section

2.02(c) of the Trust Agreement.

Section 1.04. Representations and Warranties of the Seller.

(a) The Seller hereby represents and warrants to the Depositor that as

of the Closing Date:

(i) The Seller is a corporation duly organized, validly

existing and in good standing under the laws governing its creation and

existence and has full corporate power and authority to own its

property, to carry on its business as presently conducted, and to enter

into and perform its obligations under this Agreement and the

Assignment and Assumption Agreement;

(ii) The execution and delivery by the Seller of this

Agreement and the Assignment and Assumption Agreement have been duly

authorized by all necessary corporate action on the part of the Seller;

neither the execution and delivery of this Agreement or the Assignment

and Assumption Agreement, nor the consummation of the transactions

herein or therein contemplated, nor compliance with the provisions

hereof or thereof, will conflict with or result in a breach of, or

constitute a default under, any of the provisions of any law,

governmental rule, regulation, judgment, decree or order binding on the

Seller or its properties or the certificate of incorporation or bylaws

of the Seller;

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(iii) The execution, delivery and performance by the Seller of

this Agreement and the Assignment and Assumption Agreement and the

consummation of the transactions contemplated hereby and thereby do not

require the consent or approval of, the giving of notice to, the

registration with, or the taking of any other action in respect of, any

state, federal or other governmental authority or agency, except such

as has been obtained, given, effected or taken prior to the date

hereof;

(iv) Each of this Agreement and the Assignment and Assumption

Agreement has been duly executed and delivered by the Seller and,

assuming due authorization, execution and delivery by the Bank, in the

case of the Assignment and Assumption Agreement, and the Depositor, in

the case of this Agreement, constitutes a valid and binding obligation

of the Seller enforceable against it in accordance with its respective

terms, except as such enforceability may be subject to (A) applicable

bankruptcy and insolvency laws and other similar laws affecting the

enforcement of the rights of creditors generally and (B) general

principles of equity regardless of whether such enforcement is

considered in a proceeding in equity or at law; and

(v) There are no actions, suits or proceedings pending or, to

the knowledge of the Seller, threatened or likely to be asserted

against or affecting the Seller, before or by any court, administrative

agency, arbitrator or governmental body (A) with respect to any of the

transactions contemplated by this Agreement or the Assignment and

Assumption Agreement or (B) with respect to any other matter which in

the judgment of the Seller will be determined adversely to the Seller

and will if determined adversely to the Seller materially and adversely

affect it or its business, assets, operations or condition, financial

or otherwise, or adversely affect its ability to perform its

obligations under this Agreement or the Assignment and Assumption

Agreement.

(b) The representations and warranties of each Transferor with respect

to the Transferred Mortgage Loans in the applicable Transfer Agreement were made

as of the date of such Transfer Agreement. To the extent that any fact,

condition or event with respect to a Transferred Mortgage Loan constitutes a

breach of both (i) a representation or warranty of a Transferor under the

applicable Transfer Agreement and (ii) a representation or warranty of the

Seller under this Agreement, the sole right or remedy of the Depositor with

respect to a breach by the Seller of such representation and warranty (other

than a breach by the Seller of the representations and warranties made pursuant

to Sections 1.04(b)(xii), 1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix) and

1.04(b)(xx)) shall be the right to enforce the obligations of such Transferor

under any applicable representation or warranty made by it. The representations

and warranties made by the Seller pursuant to Sections 1.04(b)(xii),

1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix) and 1.04(b)(xx) shall be direct

obligations of the Seller. The Depositor acknowledges and agrees that the

representations and warranties of the Seller in this Section 1.04(b) (other than

the representations and warranties made pursuant to Sections 1.04(b)(xii),

1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix) and 1.04(b)(xx)) are applicable only

to facts, conditions or events that do not constitute a breach of any

representation or warranty made by the related Transferor in the applicable

Transfer Agreement. The Seller shall have no obligation or liability with

respect to any breach of a representation or warranty made by it with respect to

the Transferred Mortgage Loans if the fact, condition or event constituting such

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breach also constitutes a breach of a representation or warranty made by the

related Transferor in such Transfer Agreement, without regard to whether the

related Transferor fulfills its contractual obligations in respect of such

representation or warranty; provided, however, that if the related Transferor

fulfills its obligations under the provisions of such Transfer Agreement by

substituting for the affected Mortgage Loan a mortgage loan which is not a

Qualifying Substitute Mortgage Loan, the Seller shall, in exchange for such

substitute mortgage loan, provide the Depositor (a) with the applicable Purchase

Price for the affected Mortgage Loan or (b) within the two-year period following

the Closing Date, with a Qualified Substitute Mortgage Loan for such affected

Transferred Mortgage Loan. Subject to the foregoing, the Seller represents and

warrants upon delivery of the Transferred Mortgage Loans to the Depositor

hereunder on the Closing Date, as to each, that:

(i) The information set forth with respect to the Transferred

Mortgage Loans on the Mortgage Loan Schedule provides an accurate

listing of the Transferred Mortgage Loans, and the information with

respect to each Transferred Mortgage Loan on the Mortgage Loan Schedule

is true and correct in all material respects at the date or dates

respecting which such information is given;

(ii) There are no defaults (other than delinquency in payment)

in complying with the terms of any Mortgage, and the Seller has no

notice as to any taxes, governmental assessments, insurance premiums,

water, sewer and municipal charges, leasehold payments or ground rents

which previously became due and owing but which have not been paid;

(iii) Except in the case of Cooperative Loans, if any, each

Mortgage requires all buildings or other improvements on the related

Mortgaged Property to be insured by a generally acceptable insurer

against loss by fire, hazards of extended coverage and such other

hazards as are customary in the area where the related Mortgaged

Property is located pursuant to insurance policies conforming to the

requirements of the guidelines of FNMA or FHLMC. If upon origination of

the Transferred Mortgage Loan, the Mortgaged Property was in an area

identified in the Federal Register by the Federal Emergency Management

Agency as having special flood hazards (and such flood insurance has

been made available) a flood insurance policy meeting the requirements

of the current guidelines of the Federal Flood Insurance Administration

is in effect which policy conforms to the requirements of the current

guidelines of the Federal Flood Insurance Administration. Each Mortgage

obligates the related Mortgagor thereunder to maintain the hazard

insurance policy at the Mortgagor's cost and expense, and on the

Mortgagor's failure to do so, authorizes the holder of the Mortgage to

obtain and maintain such insurance at such Mortgagor's cost and

expense, and to seek reimbursement therefor f