MORTGAGE LOAN PURCHASE AGREEMENT

Execution

GREENWICH CAPITAL ACCEPTANCE, INC.,

as Purchaser

and

MAIA MORTGAGE FINANCE STATUTORY TRUST,

as Seller

and

LUMINENT MORTGAGE CAPITAL, INC.

as Sponsor

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of May 1, 2006

Adjustable-Rate Mortgage Loans

Luminent Mortgage Trust 2006-4
Mortgage Loan Pass-Through Certificates, Series 2006-4

Table of Contents

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THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of May 1, 2006 (the “ Agreement ”), is made and entered into among Luminent Mortgage Capital, Inc. (the “ Sponsor ”), Maia Mortgage Finance Statutory Trust (the “ Seller ”) and Greenwich Capital Acceptance, Inc. (the “ Purchaser ”).

W I T N E S S E T H

WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness (the “ Mortgage Notes ”) so indicated on Schedule I hereto, and the other documents or instruments constituting the Mortgage File (collectively, the “ Mortgage Loans ”);

WHEREAS, the Seller is a party to the following servicing agreements (each a “ Servicing Agreement ,” collectively, the “ Servicing Agreements ”) pursuant to which the Mortgage Loans are to be initially serviced by certain servicers as indicated below (each a “ Servicer ,” collectively, the “ Servicers ”):

1.   Amended and Restated Master Interim Servicing Agreement, dated as of January 1, 2006, between Greenwich Capital Financial Products, Inc. (“ GCFP ”) and GMAC Mortgage Corporation (“ GMACM ”), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, GMACM, the Sponsor and the Seller, and acknowledged by HSBC Bank, National Association, as trustee (in such capacity, the “ Trustee ”) and Wells Fargo Bank, N.A., as master servicer (in such capacity, the “ Master Servicer ”);

2.   Master Flow Sale and Servicing Agreement, dated and effective as of May 1, 2006 (Adjustable Rate Conventional Mortgage Loans, Group No. 2004-NC1), as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, GMACM, the Sponsor and the Seller, and acknowledged by the Trustee and the Master Servicer;

3.   Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2006, between GCFP and National City Mortgage Co. (“ National City ”), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, National City, the Sponsor and the Seller, and acknowledged by the Trustee and the Master Servicer;

4.   Flow Sale and Servicing Agreement, dated as of January 24, 2006 (the “ Paul Financial Servicing Agreement ”), between the Sponsor, Mercury Mortgage Finance Statutory Trust, the Seller and Paul Financial, LLC (“ Paul Financial ”), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, Paul Financial, the Sponsor and the Seller, and acknowledged by the Trustee and the Master Servicer;    

WHEREAS, the Seller, as of the date hereof, owns the mortgages or deeds of trust (the “ Mortgages ”) on the properties (the “ Mortgaged Properties ”) securing such Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans; and

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WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans, including the Mortgages, and assign the Seller’s rights under the Servicing Agreements and the Assignment Agreements (as defined herein) to the Purchaser pursuant to the terms of this Agreement; and

WHEREAS, pursuant to the terms of that certain Pooling and Servicing Agreement dated as of May 1, 2006 (the “ Pooling and Servicing Agreement ”), among the Purchaser, the Sponsor, Wells Fargo Bank, N.A., as master servicer and securities administrator, and the Trustee, the Purchaser will convey the Mortgage Loans to the Trustee on behalf of the trust fund created by the Pooling and Servicing Agreement (the “ Trust Fund ”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.    Definitions .

“ Assignment Agreements ”: Each of the assignment and recognition agreements or reconstituted servicing agreements identified on Schedule II hereto.

“ GCFP ”: Greenwich Capital Financial Products, Inc.

“ Reserved Rights ”: With respect to each Mortgage Loan, any rights identified in the related Assignment Agreement as being reserved by the Seller and not assigned to the Purchaser pursuant to such Assignment Agreement.

“ Servicing Fee ”: With respect to each Servicer and the Mortgage Loans serviced by such Servicer and for any calendar month, the fee payable to the Servicer determined pursuant to the related Servicing Agreement.

“ Servicing Rights ”: With respect to any SRO Mortgage Loan, shall mean any and all of the following: (a) the right to terminate the SRO Servicer as servicer of such Mortgage Loan, with or without cause, subject to Section 3.03 of the Pooling Agreement; (b) the right to transfer the Servicing Rights and/or all servicing obligations with respect to such SRO Mortgage Loan, subject to Section 3.03 of the Pooling Agreement; (c) the right to the Servicing Fee, less an amount to be retained by the SRO Servicer, as its servicing compensation as agreed to by the SRO Owner and the SRO Servicer and (d) powers and privileges incident to any of the foregoing.

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“ SRO Mortgage Loans ”: Each Mortgage Loan identified as such on the Mortgage Loan Schedule.

“ SRO Owner ”: GCFP, as owner of the Servicing Rights with respect to the SRO Mortgage Loans.

“ SRO Servicer ”: GMACM, in its respective capacity as Servicer of the related SRO Mortgage Loans.

Any capitalized term used but not defined herein and below shall have the meaning assigned thereto in the Pooling and Servicing Agreement.

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.    Sale of Mortgage Loans; Assignment of the Servicing Agreements .

The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under (i) each Mortgage Loan (other than any premium amounts paid by the Seller in connection with the purchase of any Mortgage Loan) and the related Mortgage File, including the related Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date (and all principal received before the Cut-off Date to the extent such principal relates to a Monthly Payment due after the Cut-off Date) (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) any Reserved Rights with respect to the Mortgage Loans); (ii) property which secured such Mortgage Loan that has become an REO Property; (iii) its interest in any insurance policies in respect of the Mortgage Loans (including any insurance proceeds) and (iv) all proceeds of any of the foregoing.

Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser all of its rights and interest (but none of its obligations) under the Servicing Agreements and the Assignment Agreements (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) the Reserved Rights with respect to the Mortgage Loans. The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the Servicing Agreements and the Assignment Agreements as if the Purchaser had been a party to each such agreement.

Section 2.02.    Obligations of the Seller Upon Sale and Assignment.

In connection with the transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such file, which forms a part of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement.

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In connection with such conveyance by the Seller, the Seller shall, on behalf of the Purchaser, cause the Custodian to deliver and deposit with the Trustee (or a custodian as its designated agent), as assignee of the Purchaser, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement including, but not limited to, the original Mortgage Notes and the Servicing Agreements. Notwithstanding the foregoing, the Seller will not be under any obligation to deliver, indirectly through a custodian, any mortgage loan that is not a Mortgage Loan as defined herein.

The Seller hereby confirms to the Purchaser and the Trustee that it has made the appropriate entries in its general accounting records, to indicate that the Mortgage Loans have been transferred to the Trustee, or a custodian appointed pursuant to the Pooling and Servicing Agreement to act on behalf of the Trustee, and that the Mortgage Loans constitute part of the Trust in accordance with the terms of the Pooling and Servicing Agreement.

The Purchaser hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other property, and its rights under the Servicing Agreements and the Assignment Agreements, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereof.

The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Seller to the Purchaser of all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described in Section 2.01, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law, including, without limitation, Articles 8 and 9 of the Uniform Commercial Code in effect in the applicable state). The Seller authorizes the Purchaser, to the extent consistent with this Agreement, to take such actions with respect to the filing and continuation of UCC financing statements as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement. Without limiting the generality of the foregoing, the Seller hereby agrees to take such actions on the Closing Date required of the Seller by Section 2.01 of the Pooling and Servicing Agreement as are necessary under applicable law (including but not limited to the relevant UCC) in order to perfect the interest of the Trustee in the related Mortgaged Property.

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Section 2.03.    Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, an amount equal to $511,061,991.38 (which amount includes accrued interest), and transfer of the Class X, Class PO, Class ES and Class A-R Certificates and the Subordinate Certificates to the Seller (the “Purchase Price”). The Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, fees and expenses of Purchaser’s counsel, fees of the rating agencies requested to rate the Certificates, accountant’s fees and expenses and other out-of-pocket costs, if any.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01.    Sponsor Representations and Warranties Relating to the Mortgage Loans.

(a)  With respect to each Assignment Agreement, the Sponsor hereby makes the representation that with respect to each representation and warranty with respect to any Mortgage Loan made by either GCFP or the related Originator that is made as of May 22, 2006, no event has occurred in respect of the Mortgage Loans since such date that would render such representations and warranties to be untrue in any material respect as of the Closing Date.

(b)  With respect to any breach of representation or warranty set forth in this Section 3.01, the Sponsor shall cure, repurchase or substitute the related Mortgage Loan in accordance with and in the manner specified in the Pooling and Servicing Agreement. In any event, however, the Sponsor shall not be responsible for any delinquencies on the Mortgage Loans after the related Cut-off Date.

Section 3.02.    Representations and Warranties .

(a)  The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein:

(i)   the Seller is duly organized, validly existing and in good standing as a business trust under the laws of the State of Maryland and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;

(ii)   the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except