MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

Mortgage Loan Purchase Agreement

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LEHMAN XS TRUST SERIES 2005-5N | LEHMAN BROTHERS HOLDINGS INC., | STRUCTURED ASSET SECURITIES CORPORATION,

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Title: MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Governing Law: New York Date: 11/15/2005

MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, Parties: lehman xs trust series 2005-5n , lehman brothers holdings inc. , structured asset securities corporation

EXECUTION COPY

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LEHMAN BROTHERS HOLDINGS INC.,

SELLER

and

STRUCTURED ASSET SECURITIES CORPORATION,

DEPOSITOR

MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

Dated as of October 1, 2005

Lehman XS Trust

(Mortgage Pass-Through Certificates, Series 2005-5N)

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<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

ARTICLE I CONVEYANCE OF MORTGAGE LOANS.................................. ......2

Section 1.01. Mortgage Loans................................... .......2

Section 1.02. Delivery of Documents........................... ........3

Section 1.03. Review of Documentation........................ .........3

Section 1.04. Representations and Warranties of the Seller.. ..........4

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

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

ARTICLE II MISCELLANEOUS PROVISIONS...........................................15

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

SCHEDULE A.....Mortgage Loan Schedules

</TABLE>

<PAGE>

This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of October 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 October 1, 2005, among the Depositor, Aurora Loan Services LLC, as

master servicer ("Aurora") and U.S. Bank National Association, 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 agreement (the "Bank Transfer Agreement"), has purchased or

received certain mortgage loans identified on the Mortgage Loan Schedule

attached hereto as Schedule A-1A (the "Bank Transferred Mortgage Loans"):

1. Flow Seller's Warranties and Servicing Agreement, dated as of June 1,

2004, by and between the Bank and Countrywide Home Loans, Inc.

("Countrywide").

WHEREAS, Lehman Capital, a division of Lehman Brothers Holdings Inc.

("Lehman Capital"), pursuant to the following specified agreement (the "LBH

Agreement" and together with the Bank Transfer Agreement the "Transfer

Agreements"), has purchased or received certain mortgage loans identified on the

Mortgage Loan Schedule attached hereto as Schedule A-1B (the "LBH Mortgage

Loans" and together with the Bank Transferred Mortgage Loans, the "Transferred

Mortgage Loans"):

1. Seller's Warranties and Servicing Agreement, dated as of September 1,

2005, by and between Lehman Capital and Indymac Bank, FSB ("IndyMac"

and, together with Countrywide, the "Transferors" and each a

"Transferor").

WHEREAS, in addition to the Bank Transferred Mortgage Loans, the Bank

has funded certain mortgage loans originated by Aurora Loan Services LLC

identified on the Mortgage Loan Schedule attached hereto as Schedule A-2 (the

"Bank Originated Mortgage Loans"; the Bank Originated Mortgage Loans and the

Bank Transferred Mortgage Loans are collectively referred to as the "Bank

Mortgage Loans" and the Bank Mortgage Loans and the LBH Mortgage Loans are

collectively referred to as the "Mortgage Loans");

WHEREAS, pursuant to an Assignment and Assumption Agreement (the

"Assignment and Assumption Agreement"), dated as of October 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 Agreement, the Bank

Transferred Mortgage Loans listed on Schedule A-1A, and the Bank Originated

Mortgage Loans listed on Schedule A-2, and the Seller has accepted the rights

and benefits of, and assumed the obligations of the Bank under, the Bank

Transfer Agreement;

WHEREAS, the Seller is a party to the following servicing agreements

(the "Servicing Agreements" and each a "Servicing Agreement") pursuant to which

the Mortgage Loans are serviced by Countrywide Home Loans Servicing LP and

IndyMac (each as a servicer, a "Servicer" and collectively, the "Servicers"):

<PAGE>

1. Reconstituted Servicing Agreement, dated as of October 1, 2005, by

and between the Seller and Countrywide Home Loans Servicing LP; and

2. Reconstituted Servicing Agreement, dated as of October 1, 2005, by

and between the Seller and IndyMac.

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) 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:

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-1A, Schedule A-1B and Schedule A-2

hereto, having an aggregate principal balance as of the Cut-off Date of

$2,757,128,995.71. 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 October 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.

<PAGE>

(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 $2,757,128,995.71. 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.

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-1A specifies those Mortgage Loans

that are Bank Transferred Mortgage Loans, the Mortgage Loan Schedule attached

hereto as Schedule A-1B specifies those Mortgage Loans that are LBH Mortgage

Loans and the Mortgage Loan Schedule attached hereto as Schedule A-2 specifies

those Mortgage Loans that are Bank Originated Mortgage Loans. The Bank

Transferred Mortgage Loans and Bank Originated Mortgage Loans have been assigned

by the Bank to the Seller pursuant to the Assignment and Assumption Agreement.

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 custodian, U.S. Bank National Association or Deutsche Bank National Trust

Company, 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.

<PAGE>

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;

(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.

<PAGE>

(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),

1.04(b)(xx) and 1.04(b)(xxi)) shall be the right to enforce the obligations of

such Transferor under any applicable representation or warranty made by it. The

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

1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix), 1.04(b)(xx) and 1.04(b)(xxi) 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), 1.04(b)(xx) and 1.04(b)(xxi)) 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 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;

<PAGE>

(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 from the Mortgagor. Where required by

state law or regulation, each Mortgagor has been given an opportunity to

choose the carrier of the required hazard insurance, provided the policy

is not a "master" or "blanket" hazard insurance policy covering the

common facilities of a planned unit development. The hazard insurance

policy is the valid and binding obligation of the insurer, is in full

force and effect, and will be in full force and effect and inure to the

benefit of the Depositor upon the consummation of the transactions

contemplated by this Agreement;

(iv) Each Mortgage has not been satisfied, cancelled,

subordinated or rescinded, in whole or in part, and the Mortgaged

Property has not been released from the lien of the Mortgage, in whole

or in part, nor has any instrument been executed that would effect any

such release, cancellation, subordination or rescission;

(v) Each Mortgage evidences a valid, subsisting, enforceable and

perfected first lien on the related Mortgaged Property (including all

improvements on the Mortgaged Property). The lien of the Mortgage is

subject only to: (1) liens of current real property taxes and

assessments not yet due and payable and, if the related Mortgaged

Property is a condominium unit, any lien for common charges permitted by

statute, (2) covenants, conditions and restrictions, rights of way,

easements and other matters of public record as of the date of recording

of such Mortgage acceptable to mortgage lending institutions in the area

in which the related Mortgaged Pro

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