<PAGE>
Exhibit 4.1
================================================================================
LARES ASSET SECURITIZATION, INC.,
as Depositor
MAIA MORTGAGE FINANCE STATUTORY TRUST
as Seller
WELLS FARGO BANK, N.A.,
as Securities Administrator and as Master Servicer
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
___________________________
POOLING AGREEMENT
Dated as of December 1, 2006
___________________________
Luminent Mortgage Trust 2006-7
Mortgage Pass-Through Certificates, Series 2006-7
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
23
SECTION 1.01
Definitions...........................................................................23
SECTION 1.02
Calculations With Respect to the Mortgage
Loans.......................................80
SECTION 1.03
Calculations With Respect to Accrued
Interest.........................................80
SECTION 1.04
Rules of
Construction.................................................................80
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
81
SECTION 2.01
Conveyance of Mortgage Loans to the
Depositor.........................................81
SECTION 2.02
Conveyance of Mortgage Loans to the Issuing
Entity....................................82
SECTION 2.03
Assignment of Mortgage
Loans..........................................................83
SECTION 2.04
Books and
Records.....................................................................83
SECTION 2.05
Review of
Documentation...............................................................84
SECTION 2.06
Execution and Delivery of
Certificates................................................85
SECTION 2.07
Representations and Warranties of the Seller with Respect to the
Mortgage Loans.......85
SECTION 2.08
Repurchase
Obligation.................................................................87
SECTION 2.09
Repurchase of Mortgage
Loans..........................................................88
SECTION 2.10
Substitution of Mortgage
Loans........................................................88
SECTION 2.11
Granting
Clause.......................................................................90
SECTION 2.12
Purpose...............................................................................91
ARTICLE III
REPRESENTATIONS AND WARRANTIES
92
SECTION 3.01
Representations and Warranties of the
Seller..........................................92
SECTION 3.02
Representations and Warranties of the
Depositor.......................................94
SECTION 3.03
Representations and Warranties of the Master Servicer and
Securities Administrator....95
ARTICLE IV
REPORTS
97
SECTION 4.01
Annual Assessment of
Compliance.......................................................97
SECTION 4.02
Annual Compliance
Statement...........................................................98
SECTION 4.03
Attestation
Report....................................................................98
SECTION 4.04
Back-Up
Certification.................................................................99
SECTION 4.05
Commission
Reporting.................................................................100
SECTION 4.06
Distribution Date
Report.............................................................105
SECTION 4.07
[Reserved]...........................................................................107
SECTION 4.08
Additional
Information...............................................................107
SECTION 4.09
Intention of the Parties and
Interpretation..........................................107
SECTION 4.10
Indemnification......................................................................108
i
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE V
MASTER SERVICER
108
SECTION 5.01
Duties of the Master
Servicer........................................................108
SECTION 5.02
Assignment or Delegation of Duties by the Master
Servicer............................110
SECTION 5.03
Fidelity Bond and Errors and Omission
Policy.........................................110
SECTION 5.04
Compensation to the Master
Servicer..................................................110
SECTION 5.05
Merger or
Consolidation..............................................................111
SECTION 5.06
Examination
Rights...................................................................111
SECTION 5.07
Resignation of Master
Servicer.......................................................111
SECTION 5.08
Master Servicer to Act as Servicer; Appointment of
Successor.........................112
SECTION 5.09
Master Servicer Events of Default; Appointment of
Successor..........................114
SECTION 5.10
Waiver of
Defaults...................................................................117
SECTION 5.11
Notification of Master Servicer
Default..............................................117
SECTION 5.12
Limitation on Liability of the Master
Servicer.......................................118
SECTION 5.13
Master Servicer
Covenants............................................................118
SECTION 5.14
Maintenance of Hazard Insurance and Other
Insurance..................................119
SECTION 5.15
Indemnification......................................................................120
SECTION 5.16
Opinion..............................................................................120
SECTION 5.17
Realization Upon Defaulted Mortgage Loans; REO
Property..............................120
ARTICLE VI
THE SECURITIES ADMINISTRATOR
122
SECTION 6.01
Duties of the Securities
Administrator...............................................122
SECTION 6.02
Records..............................................................................123
SECTION 6.03
Compensation.........................................................................123
SECTION 6.04
No Joint
Venture.....................................................................123
SECTION 6.05
Other Activities of Securities Administrator and the
Depositor.......................123
SECTION 6.06
Certain Matters Affecting the Securities
Administrator...............................123
SECTION 6.07
Securities Administrator Not Liable for Certificates or Mortgage
Loans...............125
SECTION 6.08
Securities Administrator May Own
Certificates........................................125
SECTION 6.09
Eligibility Requirements for the Securities
Administrator............................125
SECTION 6.10
Resignation and Removal of the Securities
Administrator..............................126
SECTION 6.11
Successor Securities
Administrator...................................................126
SECTION 6.12
Merger or Consolidation of Securities
Administrator..................................127
SECTION 6.13
Limitation of
Liability..............................................................127
SECTION 6.14
Opinion..............................................................................128
ii
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE VII
CONCERNING THE TRUSTEE
128
SECTION 7.01
Duties of
Trustee....................................................................128
SECTION 7.02
Rights of
Trustee....................................................................130
SECTION 7.03
Trustee Not Liable for
Certificates..................................................131
SECTION 7.04
Trustee May Own
Certificates.........................................................131
SECTION 7.05
Eligibility Requirements for
Trustee.................................................131
SECTION 7.06
Resignation and Removal of
Trustee...................................................131
SECTION 7.07
Successor
Trustee....................................................................132
SECTION 7.08
Merger or Consolidation of
Trustee...................................................133
SECTION 7.09
Appointment of Co-Trustee or Separate
Trustee........................................133
SECTION 7.10
Indemnification of
Trustee...........................................................135
SECTION 7.11
Fees and Expenses of
Trustee.........................................................135
ARTICLE VIII
TRUST ADMINISTRATION
135
SECTION 8.01
Distribution
Account.................................................................135
SECTION 8.02
Reserve
Accounts.....................................................................138
SECTION 8.03
Calculation of
LIBOR.................................................................141
SECTION 8.04
Supplemental Interest
Trust..........................................................141
SECTION 8.05
Priorities of
Distribution...........................................................147
SECTION 8.06
Allocation of Realized
Losses........................................................152
SECTION 8.07
REMIC
Distributions..................................................................153
SECTION 8.08
Indemnification......................................................................164
SECTION 8.09
Final Maturity Reserve
Trust.........................................................165
SECTION 8.10
Grantor Trust Administration with respect to the Class I-C-2
Certificates............167
ARTICLE IX
THE CERTIFICATES
168
SECTION 9.01
The
Certificates.....................................................................168
SECTION 9.02
Certificate Register; Registration of Transfer and Exchange of
Certificates..........168
SECTION 9.03
Mutilated, Destroyed, Lost or Stolen
Certificates....................................175
SECTION 9.04
Persons Deemed
Owners................................................................176
SECTION 9.05
Access to List of Certificateholders' Names and
Addresses............................176
SECTION 9.06
Maintenance of Office or
Agency......................................................176
SECTION 9.07
Limitation on Rights of
Holders......................................................176
SECTION 9.08
Acts of Holders of
Certificates......................................................177
ARTICLE X
THE DEPOSITOR
178
SECTION 10.01
Liabilities of the
Depositor.........................................................178
SECTION 10.02
Merger or Consolidation of the
Depositor.............................................178
SECTION 10.03
Limitation on Liability of the Depositor and
Others..................................178
iii
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE XI
TERMINATION
179
SECTION 11.01
Termination upon Liquidation or Purchase of all Mortgage
Loans.......................179
SECTION 11.02
Final Distribution on the
Certificates...............................................180
SECTION 11.03
Additional Termination
Requirements..................................................181
ARTICLE XII
REMIC ADMINISTRATION
182
SECTION 12.01
REMIC
Administration.................................................................182
SECTION 12.02
Prohibited Transactions and
Activities...............................................184
SECTION 12.03
Indemnification with Respect to Prohibited Transactions or Loss of
REMIC Status......184
ARTICLE XIII
AMENDMENT
185
SECTION 13.01
Without Consent of the
Certificateholders............................................185
SECTION 13.02
With
Consent.........................................................................185
SECTION 13.03
Procedure and
Notice.................................................................186
ARTICLE XIV
MISCELLANEOUS PROVISIONS
187
SECTION 14.01
Binding Nature of Agreement;
Assignment..............................................187
SECTION 14.02
Entire
Agreement.....................................................................187
SECTION 14.03
Counterparts.........................................................................187
SECTION 14.04
Provision of
Information.............................................................187
SECTION 14.05
Governing
Law........................................................................187
SECTION 14.06
Notices..............................................................................187
SECTION 14.07
Severability of
Provisions...........................................................189
SECTION 14.08
No
Waivers...........................................................................189
SECTION 14.09
Headings Not to Affect
Interpretation................................................190
SECTION 14.10
No
Petitions.........................................................................190
SECTION 14.11
Certificates Fully Paid and
Nonassessable............................................190
SECTION 14.12
Protection of
Assets.................................................................190
SECTION 14.13
Third Party
Beneficiary..............................................................190
iv
</TABLE>
<PAGE>
EXHIBITS
Exhibit A-1
Form of Class A Certificate
Exhibit A-2
Form of Class B Certificate
Exhibit A-3
Form of Class I-C and II-C Certificate
Exhibit A-4
Form of Class I-C-2 Certificate
Exhibit A-5
Form of Class P Certificate
Exhibit A-6
Form of Class F Certificate
Exhibit A-7
Form of Residual Certificate
Exhibit B
Information Fields for Mortgage Loan Schedule
Exhibit C
Contents of each Mortgage File
Exhibit D
Form of Request for Release
Exhibit E
Form of Transferor Certificate
Exhibit F-1
Form of Investment Letter (Non-Rule 144A)
Exhibit F-2
Form of Investment Letter (Rule 144A)
Exhibit G
Form of Benefit Plan Affidavit
Exhibit H
Form of Affidavit Regarding Transfer of Residual Certificate
Exhibit I
Additional Form 10-D Disclosure
Exhibit J
Additional Form 10-K Disclosure
Exhibit K
Additional Form 8-K Disclosure
Exhibit L
Additional Disclosure Notification
Exhibit M
Form of Confirmation to Cap Agreement
Exhibit N
Form of Confirmation to Swap Agreement
Exhibit O
Triad Commitment Letters
Exhibit 1122
Servicing Criteria
Exhibit SOX
Sarbanes Oxley Certificate
SCHEDULES
Schedule A-1
Group 1 Mortgage Loan Schedule
Schedule A-2
Group 2 Mortgage Loan Schedule
v
<PAGE>
This
POOLING AGREEMENT, dated as of December 1, 2006, is by and among
LARES
ASSET SECURITIZATION,
INC.,
a Delaware corporation, as depositor (the
"Depositor"), MAIA
MORTGAGE FINANCE STATUTORY TRUST, a Maryland business trust,
as seller (the "Seller"), WELLS FARGO BANK, N.A., a national banking
association, as securities administrator (the "Securities
Administrator") and as
master servicer
(the "Master Servicer"), and HSBC BANK USA, NATIONAL
ASSOCIATION, a national banking association, as trustee (the
"Trustee").
PRELIMINARY STATEMENT
WHEREAS, the Seller
seeks to sell to the Depositor and the Depositor seeks
to purchase from the
Seller all of the right, title and interest of the
Seller
in two groups of
adjustable-rate
first lien Mortgage Loans identified in
Schedules A-1 and A-2
hereto on a
servicing-released
basis pursuant
to this
Agreement;
WHEREAS, the Seller
will make
representations and warranties as set forth
herein with
respect to the
Mortgage Loans and will assign to the Depositor
certain representations and warranties that the Seller has received
with respect
to such Mortgage Loans;
WHEREAS, at the
Closing Date the Depositor will be the owner of the
Mortgage Loans and the
other property being
conveyed and assigned by it to the
Issuing Entity hereunder for inclusion in the Trust Fund on the
Closing Date;
WHEREAS, on the
Closing Date, the
Depositor will
transfer to the Issuing
Entity the Mortgage
Loans and the other property constituting the Trust Fund,
and the Issuing
Entity will issue the Certificates evidencing the entire
interest in the Issuing Entity;
WHEREAS, the Depositor
will receive the Certificates in consideration for
the Mortgage Loans and
other property being
conveyed and assigned by it to the
Issuing Entity and will sell the Certificates to various
purchasers.
WHEREAS, various
servicers are
servicing the Mortgage
Loans pursuant to
various Servicing
Agreements, each
Servicer is willing to service the Mortgage
Loans for the benefit of the Issuing Entity;
WHEREAS, the Master
Servicer is willing to
master service
the Mortgage
Loans for the benefit of the Issuing Entity;
WHEREAS, the
Securities
Administrator
is willing to provide certain
services and reports with respect to the Certificates;
WHEREAS, the
Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple
Classes,
which in the aggregate will evidence the entire beneficial
ownership interest in
the Trust Fund created hereunder. The Certificates will consist of
25 Classes of
Certificates, designated as (i) the Class I-A-1, Class I-A-2, Class
I-B-1, Class
I-B-2, Class
I-B-3, Class I-B-4, Class I-C-1, Class I-C-2, Class I-P
1
<PAGE>
Certificates, (ii) Class II-A-1, Class II-A-2, Class II-A-3, Class
II-B-1, Class
II-B-2, Class II-B-3,
Class II-B-4,
Class II-B-5, Class
II-B-6, Class II-B-7,
Class II-B-8, Class
II-C, Class II-F and Class II-P Certificates and (iii) the
Class R and RX Certificates; and
WHEREAS, the
descriptions of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
V, REMIC VI, REMIC
VII, REMIC VIII,
REMIC IX, REMIC X, REMIC XI, REMIC XII,
REMIC XIII,
REMIC XIV, REMIC XV and REMIC XVI that follow are part of the
Preliminary Statement.
Any inconsistencies or
ambiguities in this Agreement or
in the administration
of this Agreement shall be resolved pursuant to the terms
of Article XIII in a manner that preserves the validity of such
REMIC elections
described below.
2
<PAGE>
REMIC I
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting of
the Group I Mortgage Loans and certain
other related assets
subject to this
Agreement (but exclusive of the related
Reserve Account, the
related Non-Mortgagor
Prepayment Premium
Payment Amount,
the Swap Agreement, the Cap Agreement, the Supplemental Interest
Trust, the Swap
Account, the Cap
Account and the Class
I-C-2 Grantor
Trust) as a real
estate
mortgage investment
conduit (a "REMIC")
for federal income tax
purposes, and
such segregated
pool of assets will be
designated as "REMIC
I." The Class R-I
Interest will
represent the sole
class of "residual
interests" in REMIC I for
purposes of the REMIC
Provisions
(as defined
herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I
Pass-Through
Rate, the initial
Uncertificated Balance and, solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each of the REMIC I Regular Interests (as defined
herein). None of the
REMIC I Regular Interests will be certificated.
<TABLE>
<CAPTION>
Uncertificated
REMIC I
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance Maturity
Date(1)
-----------
-----------------
----------------------
----------------
<S>
<C>
<C>
<C> <C>
I-1-A
Variable(2)
$
6,327,852.63
December 25, 2036
I-1-B
Variable(2)
$
6,327,852.63
December 25, 2036
I-2-A
Variable(2)
$
6,026,583.33
December 25, 2036
I-2-B
Variable(2)
$
6,026,583.33
December 25, 2036
I-3-A
Variable(2)
$
5,739,976.53
December 25, 2036
I-3-B
Variable(2)
$
5,739,976.53
December 25, 2036
I-4-A
Variable(2)
$
5,467,302.92
December 25, 2036
I-4-B
Variable(2)
$
5,467,302.92
December 25, 2036
I-5-A
Variable(2)
$
5,207,870.19
December 25, 2036
I-5-B
Variable(2)
$
5,207,870.19
December 25, 2036
I-6-A
Variable(2)
$
4,961,021.19
December 25, 2036
I-6-B
Variable(2)
$
4,961,021.19
December 25, 2036
I-7-A
Variable(2)
$
4,726,132.04
December 25, 2036
I-7-B
Variable(2)
$
4,726,132.04
December 25, 2036
I-8-A
Variable(2)
$
4,502,610.46
December 25, 2036
I-8-B
Variable(2)
$
4,502,610.46
December 25, 2036
I-9-A
Variable(2)
$
4,289,894.11
December 25, 2036
I-9-B
Variable(2)
$
4,289,894.11
December 25, 2036
I-10-A
Variable(2)
$
4,087,449.08
December 25, 2036
I-10-B
Variable(2)
$
4,087,449.08
December 25, 2036
3
<PAGE>
Uncertificated
REMIC I
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance Maturity
Date(1)
-----------
-----------------
----------------------
----------------
I-11-A
Variable(2)
$
3,894,768.37
December 25, 2036
I-11-B
Variable(2)
$
3,894,768.37
December 25, 2036
I-12-A
Variable(2)
$
3,711,370.57
December 25, 2036
I-12-B
Variable(2)
$
3,711,370.57
December 25, 2036
I-13-A
Variable(2)
$
3,536,798.50
December 25, 2036
I-13-B
Variable(2)
$
3,536,798.50
December 25, 2036
I-14-A
Variable(2)
$
3,370,617.97
December 25, 2036
I-14-B
Variable(2)
$
3,370,617.97
December 25, 2036
I-15-A
Variable(2)
$
3,212,416.65
December 25, 2036
I-15-B
Variable(2)
$
3,212,416.65
December 25, 2036
I-16-A
Variable(2)
$
3,061,802.85
December 25, 2036
I-16-B
Variable(2)
$
3,061,802.85
December 25, 2036
I-17-A
Variable(2)
$
2,918,404.58
December 25, 2036
I-17-B
Variable(2)
$
2,918,404.58
December 25, 2036
I-18-A
Variable(2)
$
2,781,868.45
December 25, 2036
I-18-B
Variable(2)
$
2,781,868.45
December 25, 2036
I-19-A
Variable(2)
$
2,651,858.75
December 25, 2036
I-19-B
Variable(2)
$
2,651,858.75
December 25, 2036
I-20-A
Variable(2)
$
2,528,056.59
December 25, 2036
I-20-B
Variable(2)
$
2,528,056.59
December 25, 2036
I-21-A
Variable(2)
$
2,410,158.97
December 25, 2036
I-21-B
Variable(2)
$
2,410,158.97
December 25, 2036
I-22-A
Variable(2)
$
2,297,878.00
December 25, 2036
I-22-B
Variable(2)
$
2,297,878.00
December 25, 2036
I-23-A
Variable(2)
$
2,190,940.16
December 25, 2036
I-23-B
Variable(2)
$
2,190,940.16
December 25, 2036
I-24-A
Variable(2)
$
2,089,085.53
December 25, 2036
I-24-B
Variable(2)
$
2,089,085.53
December 25, 2036
I-25-A
Variable(2)
$
1,992,067.10
December 25, 2036
I-25-B
Variable(2)
$
1,992,067.10
December 25, 2036
I-26-A
Variable(2)
$
1,899,650.15
December 25, 2036
I-26-B
Variable(2)
$
1,899,650.15
December 25, 2036
I-27-A
Variable(2)
$
1,811,611.59
December 25, 2036
I-27-B
Variable(2)
$
1,811,611.59
December 25, 2036
I-28-A
Variable(2)
$
1,727,739.40
December 25, 2036
I-28-B
Variable(2)
$
1,727,739.40
December 25, 2036
4
<PAGE>
Uncertificated
REMIC I
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance Maturity
Date(1)
-----------
-----------------
----------------------
----------------
I-29-A
Variable(2)
$
1,665,722.62
December 25, 2036
I-29-B
Variable(2)
$
1,665,722.62
December 25, 2036
I-30-A
Variable(2)
$
1,570,693.79
December 25, 2036
I-30-B
Variable(2)
$
1,570,693.79
December 25, 2036
I-31-A
Variable(2)
$
1,874,014.68
December 25, 2036
I-31-B
Variable(2)
$
1,874,014.68
December 25, 2036
I-32-A
Variable(2)
$
7,792,149.26
December 25, 2036
I-32-B
Variable(2)
$
7,792,149.26
December 25, 2036
I-33-A
Variable(2)
$
1,175,254.88
December 25, 2036
I-33-B
Variable(2)
$
1,175,254.88
December 25, 2036
I-34-A
Variable(2)
$
1,217,803.28
December 25, 2036
I-34-B
Variable(2)
$
1,217,803.28
December 25, 2036
I-35-A
Variable(2)
$
878,157.27
December 25, 2036
I-35-B
Variable(2)
$
878,157.27
December 25, 2036
I-36-A
Variable(2)
$
841,523.93
December 25, 2036
I-36-B
Variable(2)
$
841,523.93
December 25, 2036
I-37-A
Variable(2)
$
806,418.61
December 25, 2036
I-37-B
Variable(2)
$
806,418.61
December 25, 2036
I-38-A
Variable(2)
$
772,777.57
December 25, 2036
I-38-B
Variable(2)
$
772,777.57
December 25, 2036
I-39-A
Variable(2)
$
740,539.75
December 25, 2036
I-39-B
Variable(2)
$
740,539.75 December 25, 2036
I-40-A
Variable(2)
$
709,646.60
December 25, 2036
I-40-B
Variable(2)
$
709,646.60
December 25, 2036
I-41-A
Variable(2)
$
680,042.08
December 25, 2036
I-41-B
Variable(2)
$
680,042.08
December 25, 2036
I-42-A
Variable(2)
$
15,618,677.97
December
25, 2036
I-42-B
Variable(2)
$
15,618,677.97
December 25, 2036
</TABLE>
-------------------
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC I
Regular
Interest.
(2) Calculated in
accordance with the
definition of
"Uncertificated
REMIC I
Pass-Through Rate" herein.
5
<PAGE>
REMIC II
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC
for federal income tax
purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Interest will represent the sole class
of "residual
interests" in REMIC II for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the
Uncertificated REMIC
II Pass-Through
Rate, the initial Uncertificated Balance, and solely for
purposes of satisfying
Treasury Regulations
Section
1.860G-1(a)(4)(iii),
the
"latest possible maturity date" for each of the REMIC II Regular
Interests. None
of the REMIC II Regular Interests will be certificated.
<TABLE>
<CAPTION>
Uncertificated REMIC II
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance
Maturity Date(1)
<S> <C>
<C>
<C>
<C>
<C>
<C>
I-LTAA
Variable(2)
$266,103,631.38
December 25, 2036
I-LTA-1
Variable(2)
$2,367,780.00
December 25, 2036
I-LTA-2
Variable(2)
$271,530.00
December 25, 2036
I-LTB-1
Variable(2)
$25,800.00
December 25, 2036
I-LTB-2
Variable(2)
$13,580.00
December 25, 2036
I-LTB-3
Variable(2)
$13,580.00
December 25, 2036
I-LTB-4
Variable(2)
$13,580.00
December 25, 2036
I-LTZZ
Variable(2)
$2,724,836.35
December 25, 2036
I-LTP
Variable(2)
$100.00
December 25, 2036
I-LTIO
Variable(2)
(3)
December 25, 2036
</TABLE>
________________
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC II
Regular
Interest.
(2) Calculated in
accordance with the
definition of
"Uncertificated REMIC
II
Pass-Through Rate" herein.
(3) REMIC II Regular
Interest I-LTIO will have an Uncertificated Balance as
specified in the definition thereof.
The
foregoing REMIC I and REMIC II structure is
intended to cause all the
cash from the Group I Mortgage Loans to flow through REMIC III as
cash flow on a
REMIC III Regular Interest, without creating any shortfall,
actual or
potential
(other than for losses), to any REMIC III Regular Interest.
To the extent that
the structure is believed to diverge from such intention,
the party
identifying
such ambiguity or drafting error shall notify the other parties
hereto, and the
parties hereto
shall attempt to resolve such
ambiguity or drafting
error in
accordance with Section 13.01 hereto.
6
<PAGE>
REMIC III
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the REMIC II
Regular Interests
as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC III." The Class R-III Interest will represent the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the designation,
the Uncertificated
REMIC III Pass-Through Rate, the initial Uncertificated Balance and solely for
purposes of satisfying
Treasury Regulations
Section
1.860G-1(a)(4)(iii),
the
"latest possible maturity date" for each of the REMIC III Regular
Interests.
<TABLE>
<CAPTION>
Uncertificated
REMIC III
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance
Maturity Date(1)
<S> <C>
<C>
<C>
<C>
<C>
<C>
I-A-1
Variable(2)
$236,778,000
December 25, 2036
I-A-2
Variable(2)
$27,153,000
December 25, 2036
I-B-1
Variable(2)
$2,580,000
December 25, 2036
I-B-2
Variable(2)
$1,358,000
December 25, 2036
I-B-3
Variable(2)
$1,358,000
December 25, 2036
I-B-4
Variable(2)
$1,358,000
December 25, 2036
I-C-1
(3)
(3)
December 25, 2036
I-P
(4)
$100
December 25, 2036
I-Swap-IO
(5)
(5)
December 25, 2036
</TABLE>
________________
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the
"latest possible maturity date" for each REMIC III
Regular Interest.
(2) Interest
will accrue on these
REMIC III Regular
Interests at a per
annum
rate
equal to the least of (i) LIBOR plus the Pass-Through Margin for the
Corresponding Class of
Certificates, (b)
10.50% and (c) the Group I REMIC
Cap.
For
purposes of the REMIC Provisions, with respect to each REMIC III
Regular Interest,
each reference to a Net Rate Cap in the applicable
Pass-Through Rate of
the Corresponding
Class of Certificates shall be
deemed to be a
reference to the Group I REMIC Cap; therefore, on any
Distribution Date on
which the Pass-Through Rate for the Corresponding
Class of Certificates
exceeds the Group I REMIC Cap,
interest accruals
based on such excess
shall be treated as having been paid from the related
Reserve Account or the Supplemental Interest Trust, as applicable.
On any
Distribution Date on which the Pass-Through Rate on a Class of
Certificates
is
based on the
applicable Net Rate
Cap, the excess of the amount of
interest that would have accrued on such Class of Certificates if
the Group
I
REMIC Cap were substituted for the applicable Net Rate Cap over the
interest accrued on
such Class of
Certificates based on
the related Net
Rate
Cap shall be treated
as having been paid by the related Class of
Certificates to the
Supplemental Interest
Trust, all pursuant to and as
further provided in Section 8.04 herein.
(3) For federal income
tax purposes, the Class I-C-1 REMIC III Regular Interest
will
have an initial
Uncertificated Balance
equal to the Group I
Initial
Overcollateralization
Amount. The Class
I-C-1 REMIC III Regular Interest
will bear interest at its variable Pass-Through Rate on its Notional
Amount. The Class I-C-1 REMIC III Regular Interest will not accrue
interest
on
its Uncertificated Balance.
(4) The Class P REMIC
III Regular Interest will not bear interest.
(5) For federal
income tax
purposes, the Class I-Swap-IO REMIC III Regular
Interest will not have an Uncertificated Balance, but will be entitled to
100%
of the amounts
received in respect of REMIC II Regular Interest
I-LTIO.
The
Cut-off Date Principal Balance of the Group I Mortgage Loans is
$271,534,417.73.
7
<PAGE>
REMIC IV
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the Class I-B-2 REMIC III Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC IV." The Class RX-IV Interest
represents the
sole class
of "residual interests" in REMIC IV for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Uncertificated Balance for the Class I-B-2
REMIC
IV Regular Interest
that represents a "regular interest" in REMIC IV created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial Uncertificated
Latest Possible
Class
Designation
Pass-Through Rate
Balance
Maturity Date(1)
Class I-B-2
(2)
$1,358,000.00
December 25, 2036
</TABLE>
________________
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class
I-B-2 REMIC
IV
Regular Interest.
(2) The Class
I-B-2 REMIC IV Regular
Interest will receive 100% of amounts
received in respect of the Class I-B-2 REMIC III Regular
Interest.
8
<PAGE>
REMIC V
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the Class I-B-3 REMIC III Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC V." The Class RX-V Interest
represents
the
sole class
of "residual interests" in REMIC V for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Uncertificated Balance for the Class
I-B-3 REMIC V
Regular Interest
that represents a "regular interest" in REMIC V created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial Uncertificated
Latest Possible
Class
Designation
Pass-Through Rate
Balance
Maturity Date(1)
Class I-B-3
(2)
$1,358,000.00
December 25, 2036
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class
I-B-3 REMIC
V
Regular Interest.
(2) The Class
I-B-3 REMIC V Regular Interest will receive 100% of amounts
received in respect of the Class I-B-3 REMIC III Regular
Interest.
9
<PAGE>
REMIC VI
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the Class I-B-4 REMIC III Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC VI." The Class RX-VI Interest
represents the
sole class
of "residual interests" in REMIC VI for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Uncertificated Balance for the Class I-B-4
REMIC
VI Regular Interest
that represents a "regular interest" in REMIC VI created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial Uncertificated
Latest Possible
Class
Designation
Pass-Through Rate
Balance
Maturity Date(1)
Class I-B-4
(2)
$1,358,000
December 25, 2036
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class
I-B-4 REMIC
VI
Regular Interest.
(2) The Class
I-B-4 REMIC VI Regular
Interest will receive 100% of amounts
received in respect of the Class I-B-4 REMIC III Regular
Interest.
10
<PAGE>
REMIC VII
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the Class I-C-1 REMIC III Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC VII." The Class RX-VII
Interest represents
the sole class of
"residual interests"
in REMIC VII for
purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Uncertificated Balance for the Class I-C-1
REMIC
VII Regular Interest
that represents a "regular interest" in REMIC VII created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial Uncertificated
Latest Possible
Class
Designation
Pass-Through Rate
Balance
Maturity Date(1)
Class I-C-1
(2)
(2)
December 25, 2036
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class
I-C-1 REMIC
VII
Regular Interest.
(2) The Class I-C-1
REMIC VII Regular
Interest will
receive 100% of amounts
received in respect of the Class I-C-1 REMIC III Regular
Interest.
11
<PAGE>
REMIC VIII
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of assets consisting of the Class I-P REMIC III
Regular Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC VIII." The Class RX-VIII Interest represents the
sole class of
"residual interests" in REMIC VIII for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and
initial Uncertificated Balance for the Class I-P
REMIC
VIII Regular Interest that represents a "regular interest" in REMIC
VIII created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial
Pass-Through Rate
Uncertificated
Latest Possible
Class
Designation
Balance
Maturity Date(1)
Class I-P
(2)
$100.00
December 25, 2036
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group I
Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class I-P
REMIC
VIII
Regular Interest.
(2) The Class I-P
REMIC VIII Regular
Interest will receive 100% of amounts
received in respect of the Class I-P REMIC III Regular
Interest.
12
<PAGE>
REMIC IX
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting of
the Class I-Swap-IO
REMIC III Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC IX." The Class RX-IX Interest
represents the
sole class
of "residual interests" in REMIC IX for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the designation,
Pass-Through
Rate and initial Uncertificated Balance for the Class I-Swap-IO
REMIC IX Regular
Interest comprising the "regular interest" in REMIC IX for purposes
of the REMIC
Provisions:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance
Maturity Date(1)
-----------
-----------------
----------------------
----------------
I-Swap-IO
(2)
(2)
December 25, 2036
_____________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible
maturity date" for each REMIC IX Regular
Interest.
(2) The Class
I-Swap-IO REMIC IX Regular Interest will receive 100% of
amounts
received in respect of the Class I-Swap-IO REMIC III Regular
Interest.
13
<PAGE>
REMIC X
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of assets consisting of the Group II
Mortgage Loans and certain
other related assets
subject to this
Agreement (but exclusive of the related
Non-Mortgagor
Prepayment Premium
Payment Amount, the
related Reserve Account,
the Final Maturity
Reserve Trust and the Final Maturity Reserve Account) as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC X." The Class R-X Interest will represent
the sole class
of "residual
interests" in REMIC X
for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the
Uncertificated REMIC
X Pass-Through Rate, the initial Uncertificated Balance, and solely
for purposes
of satisfying Treasury
Regulations
Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each of the REMIC X Regular
Interests.
None of the
REMIC X Regular Interests will be certificated.
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Uncertificated
REMIC X
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance
Maturity Date(1)
-----------
-----------------
----------------------
----------------
II-30
Variable(2)
$236,834,910.04
December 25, 2046
II-40
Variable(2)
$291,285,572.69
December 25, 2046
_____________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group II Mortgage
Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC X
Regular
Interest.
(2) Calculated in
accordance with the
definition of
"Uncertificated
REMIC X
Pass-Through Rate" herein.
14
<PAGE>
REMIC XI
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of assets consisting of the REMIC X Regular
Interests as a REMIC
for federal income tax
purposes, and such segregated pool of assets will be
designated as "REMIC XI." The Class R-XI Interest will represent the sole class
of "residual
interests" in REMIC XI for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the
Uncertificated REMIC
XI Pass-Through Rate, the initial Uncertificated Balance and solely
for purposes
of satisfying Treasury
Regulations
Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for the REMIC XI Regular Interests. None of
the REMIC XI
Regular Interests will be certificated.
<TABLE>
<CAPTION>
Uncertificated REMIC XI
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance
Maturity Date(1)
<S> <C>
<C> <C> <C> <C> <C>
II-LTAA
Variable(2)
$
517,557,975.08
December 25, 2046
II-LTA-1
Variable(2)
$
2,931,070.00
December 25, 2046
II-LTA-2
Variable(2)
$
1,465,530.00
December 25, 2046
II-LTA-3
Variable(2)
$
488,510.00
December 25, 2046
II-LTB-1
Variable(2)
$
124,110.00
December 25, 2046
II-LTB-2
Variable(2)
$
52,810.00
December 25, 2046
II-LTB-3
Variable(2)
$
29,050.00
December 25, 2046
II-LTB-4
Variable(2)
$
26,410.00
December 25, 2046
II-LTB-5
Variable(2)
$
26,410.00
December 25, 2046
II-LTB-6
Variable(2)
$
26,410.00
December 25, 2046
II-LTB-7
Variable(2)
$
26,410.00
December 25, 2046
II-LTB-8
Variable(2)
$
26,410.00
December 25, 2046
II-LTZZ
Variable(2)
$
5,339,277.65
December 25, 2046
II-LTP
Variable(2)
$
100.00
December 25, 2046
II-LTF
Variable(2)
(3)
December 25, 2046
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group II Mortgage
Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC XI
Regular
Interest.
(2) Calculated in
accordance with the
definition of
"Uncertificated REMIC
XI
Pass-Through Rate" herein.
(3) The REMIC XI
Regular Interest II-LTF will have an Uncertificated Balance as
specified in the definition thereof.
The
foregoing REMIC X and REMIC XI structure is
intended to cause all the
cash from the Group II Mortgage Loans to flow through REMIC XII as
cash flow on
a REMIC XII
Regular Interest, without creating any shortfall, actual or
potential (other than
for losses), to any
REMIC XII Regular
Interest. To the
extent that the structure is believed to diverge from such
intention, the
party
identifying such
ambiguity or drafting
error shall
notify the other
parties
hereto, and the
parties hereto
shall attempt to resolve such ambiguity or
drafting error in accordance with Section 13.01 hereto.
15
<PAGE>
REMIC XII
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the REMIC XI
Regular Interests
as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC XII." The Class R-XII Interest will represent the sole
class of "residual interests" in REMIC XII for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the designation,
the Uncertificated
REMIC XII Pass-Through Rate, the initial Uncertificated Balance and solely for
purposes of satisfying
Treasury Regulations
Section
1.860G-1(a)(4)(iii),
the
"latest possible maturity date" for each of the REMIC XII Regular
Interests.
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Uncertificated
REMIC XII
Initial
Latest Possible
Designation
Pass-Through Rate
Uncertificated Balance
Maturity Date(1)
II-A-1
Variable(2)
$293,107,000
December 25, 2046
II-A-2
Variable(2)
$146,553,000
December 25, 2046
II-A-3
Variable(2)
$48,851,000
December 25, 2046
II-B-1
Variable(2)
$12,411,000
December 25, 2046
II-B-2
Variable(2)
$5,281,000
December 25, 2046
II-B-3
Variable(2)
$2,905,000
December 25, 2046
II-B-4
Variable(2)
$2,641,000
December 25, 2046
II-B-5
Variable(2)
$2,641,000
December 25, 2046
II-B-6
Variable(2)
$2,641,000
December 25, 2046
II-B-7
Variable(2)
$2,641,000
December 25, 2046
II-B-8
Variable(2)
$2,641,000
December 25, 2046
II-C
Variable(3)
(3)
December 25, 2046
II-F
(4)
(4)
December 25, 2046
II-P
(5)
$100
December 25, 2046
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group II Mortgage
Loan with the latest maturity date has been
designated as the
"latest possible maturity date" for each Class of
Certificates that
represents
one or more of the
"regular interests"
in
REMIC XII and each Uncertificated REMIC XII Regular Interest.
(2) Interest
will accrue on these
REMIC XII Regular
Interests at a per
annum
rate
equal to the least of (i) LIBOR plus the Pass-Through Margin for the
Corresponding Class of Certificates, (b) 10.50% and (c) the Group II
REMIC
Cap.
For
purposes of the REMIC Provisions, with respect to each REMIC XII
Regular Interest,
each reference to a Net Rate Cap in the applicable
Pass-Through Rate of
the Corresponding
Class of Certificates shall be
deemed to be a
reference to the
Group II REMIC
Cap; therefore, on any
Distribution Date on
which the Pass-Through Rate for the Corresponding
Class of Certificates
exceeds the Group II
REMIC Cap, interest
accruals
based on such excess
shall be treated as having been paid from the related
Reserve Account or the Class II-F Certificates pursuant to Section
8.09, as
applicable.
(3) For federal income
tax purposes, the
Class II-C REMIC XII Regular Interest
will
have an initial
Uncertificated Balance
equal to the Group II Initial
Overcollateralization
Amount. The Class II-C
REMIC XII Regular
Interest
will
bear interest at its variable Pass-Through Rate on its Notional
Amount. The Class II-C
REMIC XII Regular Interest will not accrue interest
on
its Uncertificated Balance.
(4) For federal income
tax purposes, the
Class II-F REMIC XII Regular Interest
will
not have an
Uncertificated
Balance, but will be
entitled to 100% of
the
amounts received in respect of REMIC XI Regular Interest
II-LTF.
(5) The Class P REMIC
XII Regular Interest will not bear interest.
The
Cut-off Date Balance of the Group II Mortgage Loans is
$528,120,482.73.
The Cut-off Date Balance for the Group II Mortgage Loans with original terms to
maturity of 30 years or less is $236,834,910.04. The Cut-off Date Balance for
the Group II Mortgage
Loans with
original terms to maturity of more than 30
years is $291,285,572.69.
16
<PAGE>
REMIC XIII
As
provided herein, the Securities Administrator shall elect to treat the
segregated pool of
assets consisting
of the Class
II-B-8 REMIC XII Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC XIII." The Class RX-XIII
Interest represents
the sole class of "residual interests" in REMIC XIII for purposes of the
REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Uncertificated Balance for the
Class II-B-8 REMIC
XII Regular represents a "regular interest" in REMIC XIII created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial Uncertificated
Latest Possible
Class
Designation
Pass-Through Rate
Balance
Maturity
Date(1)
Class II-B-8
(2)
$2,641,000.00
December 25, 2046
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group II Mortgage
Loan with the latest maturity date has been
designated as the
"latest possible
maturity date" for the Class II-B-8
REMIC XIII Regular Interest.
(2) The Class II-B-8
REMIC XIII Regular
Interest will receive
100% of amounts
received in respect of the Class II-B-8 REMIC XII Regular
Interest.
17
<PAGE>
REMIC XIV
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the Class II-C REMIC XII Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC XIV." The Class RX-XIV
Interest represents
the sole class of
"residual interests"
in REMIC XIV for
purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and
initial Uncertificated
Balance for the Class
II-C REMIC
XIV Regular Interest
that represents a "regular interest" in REMIC XIV created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial
Latest Possible
Class
Designation
Pass-Through Rate
Uncertificated Balance
Maturity Date(1)
Class II-C
(2)
(2)
December 25, 2046
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group II Mortgage
Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class II-C
REMIC
XIV
Regular Interest.
(2) The Class II-C
REMIC XIV Regular
Interest will receive 100% of amounts
received in respect of the Class II-C REMIC XII Regular
Interest.
18
<PAGE>
REMIC XV
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the Class II-P REMIC XII Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC XV." The Class RX-XV Interest
represents the
sole class
of "residual interests" in REMIC XV for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Certificate Rate and initial Uncertificated Balance for the
Class II-P REMIC XV
Regular Interest
that represents a "regular interest" in REMIC XV created
hereunder:
<TABLE>
<CAPTION>
Initial
Pass-Through Rate
Uncertificated
Latest Possible
Class
Designation
Balance
Maturity Date(1)
<S> <C>
<C>
<C>
<C>
<C>
<C>
Class II-P
(2)
$100.00
December 25, 2046
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group II Mortgage
Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class II-P
REMIC
XV
Regular Interest.
(2) The Class II-P
REMIC XV Regular Interest will receive 100% of amounts
received in respect of the Class II-P REMIC XII Regular
Interest.
19
<PAGE>
REMIC XVI
As
provided herein, the
Securities
Administrator will
elect to treat the
segregated pool of
assets consisting
of the Class II-F REMIC XII Regular
Interest as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as "REMIC XVI." The Class RX-XVI
Interest represents
the sole class of
"residual interests"
in REMIC XVI for
purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and
initial Uncertificated
Balance for the Class
II-F REMIC
XVI Regular Interest
that represents a "regular interest" in REMIC XVI created
hereunder:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial
Pass-Through Rate
Uncertificated
Latest Possible
Class
Designation
Balance
Maturity Date(1)
Class II-F
(2)
(2)
December 25, 2046
________________
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Group II Mortgage
Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class II-F
REMIC
XVI
Regular Interest.
(2) The Class II-F
REMIC XVI Regular
Interest will receive 100% of amounts
received in respect of the Class II-F REMIC XII Regular
Interest.
NOW
THEREFORE, in
consideration of the mutual agreements herein contained,
the parties hereto agree as follows:
20
<PAGE>
SUMMARY OF CERTIFICATES
The following table sets forth characteristics of the Certificates, together
with the minimum denominations and integral multiples in excess
thereof in which
the Classes of Certificates shall be issuable:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Initial
Integral
Certificate
Pass-Through Rate Pass-Through
Rate
Multiples in
Principal
(until Optional
(after Optional
Minimum
Excess of
Balance
Termination Date) Termination
Date)
Denomination
Minimum
Classes
I-A-1
$236,778,000
LIBOR + 0.180%(1) LIBOR + 0.360%(1)
$100,000
$1
I-A-2
$27,153,000
LIBOR + 0.230%(1) LIBOR +
0.460%(1) $100,000
$1
I-B-1
$2,580,000
LIBOR + 0.330%(1) LIBOR +
0.495%(1) $100,000
$1
I-B-2
$1,358,000
LIBOR + 1.000%(1) LIBOR +
1.500%(1) $100,000
$1
I-B-3
$1,358,000
LIBOR + 2.150%(1) LIBOR +
3.225%(1) $100,000
$1
I-B-4
$1,358,000
LIBOR + 2.150%(1) LIBOR +
3.225%(1) $100,000
$1
II-A-1
$293,107,000
LIBOR + 0.170%(1) LIBOR +
0.340%(1) $100,000
$1
II-A-2
$146,553,000
LIBOR + 0.220%(1) LIBOR +
0.440%(1) $100,000
$1
II-A-3
$48,851,000
LIBOR + 0.260%(1) LIBOR +
0.520%(1) $100,000
$1
II-B-1
$12,411,000
LIBOR + 0.380%(1) LIBOR +
0.570%(1) $100,000
$1
II-B-2
$5,281,000
LIBOR + 0.410%(1) LIBOR +
0.615%(1) $100,000
$1
II-B-3
$2,905,000
LIBOR + 0.450%(1) LIBOR +
0.675%(1) $100,000
$1
II-B-4
$2,641,000
LIBOR + 1.530%(1) LIBOR +
0.795%(1) $100,000
$1
II-B-5
$2,641,000
LIBOR + 1.580%(1) LIBOR +
0.870%(1) $100,000
$1
II-B-6
$2,641,000
LIBOR + 0.630%(1) LIBOR +
0.945%(1) $100,000
$1
II-B-7
$2,641,000
LIBOR + 1.150%(1) LIBOR +
1.725%(1) $100,000
$1
II-B-8
$2,641,000
LIBOR + 1.750%(1) LIBOR +
2.625%(1) $100,000
$1
I-C-1
(2)
(2)
(2)
I-C-2
(3)
(3)
(3)
II-C
(2)
(2)
(2)
I-P
$100
(4)
(4)
II-P
$100
(4)
(4)
II-F
(5)
(5)
(5)
R
N/A
N/A
N/A
RX
N/A
N/A
N/A
_____________________
</TABLE>
(1) Subject
to a maximum
interest rate equal to the lesser of 10.50%
and the
related Net Rate Cap.
(2) For federal income
tax purposes, the
Class I-C-1 Certificates will have an
initial Certificate
Principal Balance equal to the Group I Initial
Overcollateralization Amount. The Class I-C-1 Certificates will be
entitled
to
100% of the amounts
received in respect of the Class
I-C-1 REMIC VII
Regular Interest.
For federal income tax purposes, the Class II-C
Certificates will have
an initial Certificate
Principal Balance
equal to
the
Group II Initial Overcollateralization
Amount.
The Class II-C
Certificates will be entitled to 100% of the amounts received in
respect of
the
Class II-C REMIC XIV Regular Interest.
(3) The Class I-C-2
Certificates will not have a Certificate Principal Balance
or a
Pass-Through Rate. The Class I-C-2 Certificates represent beneficial
interests in the Class I-C-2 Grantor Trust.
(4) The Class I-P and
Class II-P Certificates will not bear interest. The Class
I-P
Certificates
will be entitled to 100% of the amounts received in
respect of
the Class I-P REMIC VIII Regular Interest, plus any
Non-Mortgagor
Prepayment Premium Payment Amounts attributable to the Group
I
Mortgage Loans. The Class II-P Certificates will be entitled to 100% of
the
amounts received in respect of the Class II-P REMIC XV Regular
Interest, plus
any Non-Mortgagor Prepayment Premium Payment Amounts
attributable to the Group II Mortgage Loans.
(5) The Class II-F Certificates will be entitled to 100% of the amounts
received in respect of the Class II-F REMIC XVI Regular Interest,
plus any
amounts remaining in the Final Maturity Reserve Trust.
21
<PAGE>
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context
otherwise requires, shall have the meanings specified in this
Section 1.01.
Accepted Master
Servicing Practices:
With respect to any
Mortgage Loan, those
customary mortgage loan master servicing practices of prudent
mortgage servicing
institutions that
master service Mortgage Loans of the same type and quality as
such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is
located, to the extent applicable to the Master Servicer, and in
accordance with
the applicable state, local and federal laws, rules and
regulations.
Accountant: A person engaged in the practice of accounting who
(except when this
Agreement provides that an Accountant must be Independent) may be
employed by or
affiliated with a party hereto or an Affiliate thereof.
Accrual Period:
With respect to any Distribution Date and each Class of
interest-bearing
Certificates (other
than the Class I-C-1 and Class II-C
Certificates) and the
REMIC III Regular
Interests (other than
the Class I-C-1
REMIC III Regular
Interest) and REMIC XII Regular Interests (other than the
Class II-C
REMIC XII Regular Interest), the period commencing on the
Distribution Date in
the month immediately
preceding the month in which such
Distribution Date
occurs (or, in the case of the first Distribution Date, the
Closing Date)
and ending on the close of business on the calendar day
immediately preceding
such Distribution
Date. With respect to any Distribution
Date and the Class I-C-1 Certificates, Class II-C Certificates, the Class
I-C-1
REMIC III Regular Interest, the Class II-C REMIC XII Regular
Interest, the REMIC
I Regular Interests,
REMIC II Regular Interests, REMIC X Regular Interests and
REMIC XI Regular
Interests, the
one-month period ending on the last day of the
calendar month
immediately preceding
the month in which such Distribution Date
occurs.
Additional Disclosure Notification: As defined in Section
4.05(a)(i).
Additional Form 10-D Disclosure: As defined in Section
4.05(a)(i).
Additional Form 10-K Disclosure: As defined in Section
4.05(a)(ii).
Adjustable Rate Mortgage Loans: Mortgage Loans that contain a
provision pursuant
to which the mortgage
rate is adjusted periodically, as identified on the
Mortgage Loan Schedule.
Adjustment Date:
As to each
Adjustable
Rate Mortgage Loan, the date, as
identified on the Mortgage Loan Schedule, on which the Mortgage
Rate is adjusted
in accordance with the terms of the related Mortgage Note and
Mortgage.
Advance: Any Monthly Advance or Servicing Advance.
Adverse REMIC Event: As defined in Section 12.01.
22
<PAGE>
Affiliate: With respect to any specified Person, any other Person
controlling or
controlled by or under
common control with such specified Person. For the
purposes of this
definition, "control"
when used with respect to any specified
Person means the power
to direct the
management and
policies of such
Person,
directly or indirectly, whether through the ownership of
voting securities,
by
contract or
otherwise;
and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
Agreement: This Pooling Agreement, including all exhibits and
schedules hereto,
and all amendments or supplements hereto.
Applied Realized Loss
Amount: With respect
to each Distribution
Date and the
Group I Mortgage
Loans, the excess,
if any, of (a) the
aggregate
Certificate
Principal Balances of
the Class I Certificates and Class I-P Certificates after
taking into account
the distribution of the Group I Principal Distribution
Amount on such Distribution Date and any increase in the
aggregate
Certificate
Principal Balance of any Class of Class I Certificates as a result
of Subsequent
Recoveries over (b)
the aggregate
Stated Principal Balance of the Group I
Mortgage Loans as of the Due Date in the month of such Distribution Date. With
respect to each
Distribution Date and
the Group II Mortgage Loans, the excess,
if any, of (a) the
aggregate Certificate Principal Balances of the Class II
Certificates and the
Class II-P
Certificates after
taking into account the
distribution of the Group II Principal Distribution Amount on such
Distribution
Date and any increase
in the aggregate
Certificate
Principal Balance of any
Class of Class II Certificates as a result of Subsequent Recoveries
over (b) the
aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the Due
Date in the month of such Distribution Date.
Appraised Value: With
respect to any Mortgage Loan, the lesser of (a) the value
set forth on the
appraisal made in connection with the origination of the
related Mortgage Loan as the value of the related Mortgaged
Property, or (b) the
amount paid by the Mortgagor for the Mortgaged Property, provided,
however, that
in the case of a
refinanced
Mortgage Loan or a Mortgage Loan that was not
originated in connection with the borrower's purchase of the
Mortgaged Property,
such value shall be based solely on the appraisal made in connection with the
origination of such Mortgage Loan.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or
equivalent instrument,
in recordable
form, sufficient under the laws of the
jurisdiction wherein
the related Mortgaged
Property is located to
reflect the
assignment of the Mortgage to the Trustee, which assignment,
notice of transfer
or equivalent
instrument may be in the form of one or more blanket assignments
covering the
Mortgage Loans secured by Mortgaged Properties in the same
jurisdiction, if permitted by law.
Available Funds: With
respect to any Distribution Date and the Group I or Group
II Mortgage Loans,
the total amount of all cash received by the Securities
Administrator from
each Servicer or any other party with respect to such
Mortgage Loans and such Distribution Date, including (1) all Scheduled
Monthly
Payments on the related Mortgage Loans and due during the
Due Period related to
such Distribution Date (net of the related Servicing Fees, Master
Servicing Fee,
LPMI Policy Fees and
Triad Premiums),
together with any Advances in respect
thereof, (2) all Condemnation Proceeds, Insurance Proceeds,
Liquidation Proceeds
23
<PAGE>
and Subsequent
Recoveries, in each
case collected by the Servicers during the
related Prepayment
Period with respect to
the related Mortgage
Loans, (3) all
Principal Prepayments, together with any accrued interest thereon,
identified as
having been
received from the related Mortgage Loans during the related
Prepayment
Period with
respect to the related Mortgage Loans, (4) all
Compensating Interest
Payments made by the Master Servicer and/or received from
the Servicers in respect of Prepayment Interest Shortfalls with respect to the
related Mortgage Loans occurring during the related Prepayment Period, (5) the
aggregate Repurchase
Price paid
during the
related Prepayment Period with
respect to the related Mortgage Loans, (6) any Substitution
Adjustment
Amounts
received by the Securities Administrator during the related Prepayment Period
with respect
to the related Mortgage Loans, (7) with respect to the first
Distribution Date, the
related Closing Date Deposit Amount (as principal), and
(8) on the
Distribution Date on
which the related Mortgage Loans are purchased
pursuant to the provisions of Article XI hereof, the related
Termination Price,
minus:
(A) all fees, charges and other amounts payable or reimbursable to
the
Master Servicer, the Securities Administrator, the Custodian or the
Trustee
under this
Agreement or to the related Servicer under the applicable
Servicing Agreement,
as applicable
with respect to the
related Mortgage
Loans;
(B) with respect to the Group I or Group II Mortgage Loans, as
applicable, the
product of its Group Expense Percentage and any fees,
charges and other amounts reimbursable that are not separately
allocated to
the
Group I or Group II Mortgage Loans;
(C) in the
case of (2), (3), (4) and (5) above, any related
unreimbursed expenses incurred by the related Servicer in
connection with a
liquidation or foreclosure and any unreimbursed Advances due to the Master
Servicer or the
related Servicer
with respect to the related Mortgage
Loans;
(D) any related unreimbursed Non-recoverable Advances due to the
Master Servicer or the
Servicers with respect to the related Mortgage
Loans; and
(E) in the
case of (1) through (4) above, any related amounts
collected which are
determined
to be attributable to a subsequent Due
Period or Prepayment Period.
Prepayment Premiums shall not be part of Available Funds.
Back-Up Certification: As defined in Section 4.04.
Bankruptcy Code:
The United States
Bankruptcy
Code of 1986,
as amended,
as
codified in 11 U.S.C. ss.ss. 101-1330.
Basis Risk Shortfall Carryover Amount: With respect to any
Distribution Date and
any Class of Offered Certificates, the excess of (i) the amount of
interest such
Class would
have accrued on such Distribution Date had the applicable
Pass-Through Rate not
been subject to the
related Net Rate Cap,
over (ii) the
amount of interest such class of Certificates received on such
Distribution Date
if the Pass-Through
Rate is limited to the related Net Rate Cap, together with
the unpaid portion of any such amount from prior Distribution Dates
(and accrued
interest thereon at the then applicable Pass-Through Rate, without
giving effect
to the related Net Rate Cap).
24
<PAGE>
Benefit Plan Affidavit: An affidavit in substantially
the form attached
hereto
as Exhibit G.
Book-Entry
Certificates: Each
Class of Certificates other than the Class C, P,
II-F, R and RX Certificates.
Business Day:
Any day other
than (a) a
Saturday or a Sunday or (b) a day on
which banking institutions in the states of New York, Maryland or
Minnesota, or
any other city in
which the corporate trust office of the Trustee or the
principal office of the Securities Administrator is located,
are authorized or
obligated by law or executive order to be closed.
Cap Account: The Eligible Account or Accounts created and
maintained pursuant to
Section 8.04.
Cap Agreement:
The 2002 ISDA Master
Agreement,
dated as of December
27, 2006
(together with the schedule thereto, the "Master Agreement"), between the Cap
Provider and the Supplemental Interest Trust Trustee, and a
confirmation of the
same date, which supplements and forms part of the Master
Agreement, the form of
schedule to which
has been attached hereto as Exhibit M-1 and the form of
confirmation to which has been attached hereto as Exhibit M-2.
Cap Payment: With
respect to each
Distribution Date, the
"Cap Payment Amount"
(as defined in the Cap Agreement) related to such Distribution
Date.
Cap Provider: Bear, Stearns Financial Products, Inc.
Cap Termination
Payment: A termination payment that the Cap Provider or
Supplemental Interest
Trust may be
liable to make to the other upon any Cap
Early Termination (regardless, if applicable, of which of the
parties has caused
the termination).
Certificate: Any one of the mortgage-backed Certificates issued
pursuant to this
Agreement executed by
the Securities
Administrator in substantially the forms
attached hereto as Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4,
Exhibit
A-5, Exhibit A-6 and Exhibit A-7.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is
the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive
Certificate, the Certificateholder of such Certificate.
Certificate Principal
Balance: With respect
to any Class of Certificates other
than the Class C, Class II-F, Class R and Class RX Certificates, and any
Distribution Date,
the maximum
dollar amount of
principal to which the Holder
thereof is then
entitled hereunder,
such amount being equal to the initial
principal balance of such Class of Certificates as of the Closing
Date, plus any
Subsequent Recoveries
added to the Certificate Principal Balance of such
Certificate, and, with
respect to the Class II Certificates, any related Group
II Allocated Net Deferred Interest allocated thereto on such
Distribution Date
and on any previous
Distribution Date minus the sum of (a) all distributions of
principal previously
made with respect that Class of Certificates and (b) all
25
<PAGE>
Realized Losses previously allocated to that Class of
Certificates. Solely
for
federal income tax purposes, with respect to the Class I-C-1
Certificates, the
Uncertificated Balance
of the Class I-C-1 REMIC VIII Regular Interest, and with
respect to the Class II-C Certificates, the Uncertificated Balance of the
Class
II-C REMIC XIV Regular
Interest. For purposes
of Article VIII
hereof, unless
specifically provided
to the contrary, the
Certificate Principal Balance shall
be determined
as of the close of business of the immediately preceding
Distribution Date,
after giving effect to all distributions made on such
Distribution Date.
Certificateholder or
Holder: With
respect to a
Book-Entry
Certificate,
the
beneficial owner
of such Book-Entry Certificate, and with respect to a
Definitive
Certificate, the
Holder of such Definitive Certificate and in whose
name a Certificate is registered in the Certificate Register.
Certificate Registrar:
The Person appointed to maintain the Certificate
Register, which initially shall be the Securities
Administrator.
Certificate Register: The register maintained pursuant to Section
9.02.
Certification Parties:
As defined in Section 4.04.
Certifying Person: As
defined in Section 4.04.
Class: All Certificates bearing the same class
designation as set
forth in the
Preliminary Statement.
In the case of the
REMIC Regular
Interests,
the term
"Class" refers to such REMIC Regular Interests having the same designation as
set forth in the Preliminary Statement.
Class I Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage Pass-Through
Certificates, Series 2006-7, Class I-A and Class I-B
Certificates.
Class I-A Certificates: The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class I-A-1
and Class I-A-2
Certificates
having
initial Certificate
Principal Balances and Pass-Through Rates as set forth
herein and
representing (i) a
Regular Interest in REMIC III, (ii) the right to
receive amounts in
respect of its Basis Risk Shortfall Carryover Amounts and
(iii) the obligation to pay the related Class IO Distribution
Amount.
Class I-A Principal
Distribution Amount:
For any Distribution Date on or after
the Group I Stepdown
Date as long as a Group I Trigger Event has not occurred
with respect to such Distribution Date, an amount equal to the
lesser of (A) the
aggregate Group I Principal Distribution Amount for such Distribution Date
and
(B) the excess (if any) of (x) the aggregate Certificate Principal Balance of
the Class I-A Certificates immediately prior to such
Distribution Date over (y)
the lesser of (a) the aggregate Stated Principal Balance of the
Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced,
and unscheduled
collections of principal received during
the related Prepayment
Period, and after
reduction for Group I Realized Losses
incurred during the related Prepayment Period ) multiplied by (i)
94.40% and (b)
the amount, if any, by
which (i) the aggregate Stated Principal Balance of the
Group I Mortgage
Loans as of the last
day of the related
Due Period (after
giving effect to
scheduled payments of principal due during the related Due
Period to the extent
received or
advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for
Group I Realized Losses incurred during the related Prepayment Period) exceeds
26
<PAGE>
(ii) the sum of 0.35% of the Cut-off Date Stated Principal
Balance of the
Group
I Mortgage Loans.
Class I-B Certificates: The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class I-B-1,
Class I-B-2,
Class I-B-3 and
Class
I-B-4
Certificates
having initial
Certificate
Principal
Balances
and
Pass-Through Rates as
set forth herein and
representing (i) a Regular Interest
in REMIC III, IV, V and VI, respectively, (ii) the right to receive amounts
in
respect of its related Basis Risk Shortfall Cap Carryover
Amount and (iii)
the
obligation to pay the related Class IO Distribution Amount.
Class I-B-1 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group I Stepdown Date as long as a Group I Trigger
Event has not
occurred with respect to such Distribution Date, an amount equal to the
excess
(if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of
the Class I-A
Certificates (after
taking into account the distribution of the
Class I-A Principal
Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class I-B-1 Certificates
immediately prior
to such Distribution
Date over (y) the lesser of (a) the aggregate Stated
Principal Balance
of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled
payments of principal
due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of
principal received
during the related
Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period) multiplied by 96.30% and (b) the amount, if any,
by which (i)
the aggregate Stated
Principal Balance of
the Group I Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Cut-off Date Balance
of the Group I
Mortgage Loans.
Class I-B-2 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group I Stepdown Date as long as a Group I Trigger
Event has not
occurred with respect to such Distribution Date, an amount equal to the
excess
(if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of
the Class I-A and Class I-B-1 Certificates (after taking into account the
distribution of the Class I-A and Class I-B-1 Principal
Distribution Amounts
on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
I-B-2 Certificates
immediately
prior to such
Distribution
Date over (y) the
lesser of (a) the
aggregate Stated
Principal Balance of the Group I
Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced,
and unscheduled
collections of principal received during
the related Prepayment
Period, and after reduction for Realized Losses incurred
during the related
Prepayment Period)
multiplied by 97.30% and (b) the amount,
if any, by which (i)
the aggregate
Stated Principal Balance of the Group I
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled
payments of principal
due during the related
Due Period, to the
extent received or advanced, and unscheduled collections of principal
received
during the related
Prepayment Period,
and after reduction
for Realized Losses
incurred during the related Prepayment Period) exceeds (ii) 0.35%
of the Cut-off
Date Balance of the Group I Mortgage Loans.
27
<PAGE>
Class I-B-2 REMIC IV
Regular Interest:
A separate
uncertificated
beneficial
ownership interest in REMIC IV issued hereunder as designated in
the Preliminary
Statement, designated
as a Regular Interest in REMIC IV and entitled to
distributions as set forth herein.
Class I-B-3 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group I Stepdown Date as long as a Group I Trigger
Event has not
occurred with respect to such Distribution Date, an amount equal to the
excess
(if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of
the Class I-A, Class
I-B-1 and Class
I-B-2 Certificates (after taking into
account the distribution of the Class I-A, Class I-B-1 and Class
I-B-2 Principal
Distribution Amounts
on such Distribution Date) and (ii) the Certificate
Principal Balance of
the Class I-B-3
Certificates
immediately
prior to such
Distribution Date over
(y) the lesser of (a)
the aggregate
Stated Principal
Balance of the Group I
Mortgage Loans as of the last day of the
related Due
Period (after giving
effect to scheduled
payments of principal
due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction
for Realized
Losses incurred during the related Prepayment
Period) multiplied
by 98.30% and (b) the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Cut-off Date Balance
of the Group I
Mortgage Loans.
Class I-B-3
REMIC V Regular
Interest: A separate uncertificated beneficial
ownership interest in
REMIC V issued hereunder as designated in the Preliminary
Statement, designated
as a Regular Interest in REMIC V and entitled to
distributions as set forth herein.
Class I-B-4 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group I Stepdown Date as long as a Group I Trigger
Event has not
occurred with respect to such Distribution Date, an amount equal to the
excess
(if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of
the Class I-A, Class
I-B-1, Class I-B-2 and Class I-B-3
Certificates
(after
taking into account the distribution of the Class I-A, Class I-B-1,
Class I-B-2
and Class I-B-3 Principal Distribution Amounts on such Distribution
Date) and
(ii) the Certificate Principal Balance of the Class I-B-4 Certificates
immediately prior to
such Distribution
Date over (y) the lesser of (a) the
aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period) multiplied by 99.30% and (b) the amount, if any,
by which (i)
the aggregate Stated
Principal Balance of
the Group I Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period) exceeds (ii) 0.35% of the Cut-off Date Balance
of the Group I
Mortgage Loans.
28
<PAGE>
Class I-B-4 REMIC VI
Regular Interest:
A separate
uncertificated
beneficial
ownership interest in REMIC VI issued hereunder as designated in
the Preliminary
Statement, designated
as a Regular Interest in REMIC VI and entitled to
distributions as set forth herein.
Class I-C Certificates: The Class I-C-1 and Class I-C-2
Certificates.
Class I-C-1
Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class I-C-1
Certificates having
an
initial Notional Amount and Uncertificated Balance and associated
Pass-Through
Rate as set forth herein and representing (i) a Regular Interest in REMIC
VII,
and (ii) the obligation to pay the Basis Risk Shortfall
Carryover Amounts with
respect to the Class I Certificates to the Class I-C-2
Certificates.
Class I-C-1 Distributable Amount: With respect to any
Distribution Date and the
Class I-C-1 REMIC III Regular Interest, the sum of (i) the interest
accrued on
such Class I-C-1 REMIC III Regular Interest at its Pass-Through
Rate calculated
on its Notional
Amount (and any
amounts in respect of such amounts remaining
unpaid from prior Distribution Dates) less the amount (without
duplication) of
Basis Risk Shortfall
Carryover Amounts paid pursuant to Section 8.05(c)(iv) and
the amount of any Swap
Termination Payments
or Cap Termination
Payments paid
pursuant to Section 8.05(b)(i)(C), Section 8.05(b)(ii)(F) or Section
8.05(c)(v)
and (ii) subject to
distributions
in respect
of Section
8.05(b)(i)(v),
any
remaining Group I
Overcollateralization
Release Amounts.
With respect to
the
Class I-C-1 Certificate, 100% of the amount distributed to the
Class I-C-1 REMIC
VII Regular Interest.
Class I-C-1 REMIC VII Regular Interest: A separate uncertificated beneficial
ownership
interest in
REMIC VII issued hereunder as designated in the
Preliminary Statement,
designated
as a Regular Interest in REMIC VII and
entitled to distributions as set forth herein.
Class I-C-2
Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class I-C-2 Certificates are grantor
trust Certificates
representing (i) the
obligation to pay Basis Risk Shortfall
Carryover Amounts
with respect to the Class I
Certificates
and the Class IO
Distribution Amounts,
and (ii) the right to
receive the Class IO
Distribution
Amount and amounts
from the Class I Reserve Account, the Swap Account and the
Cap Account as set forth herein.
Class I-C-2 Grantor
Trust: That portion of the Trust
exclusive of the
REMICs
consisting of any interests in the Class I Reserve Account and the
Supplemental
Interest Trust beneficially owned by the holders of the Class I-C-2
Certificates
and rights and obligations with respect thereto.
Class I-P Certificates: The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class I-P Certificates representing (i) a Regular
Interest in REMIC VIII
and (ii) the right to receive Non-Mortgagor Prepayment
Premium Payment Amounts with respect to the Group I Mortgage
Loans.
Class I-P REMIC VIII
Regular Interest:
A separate
uncertificated
beneficial
ownership interest
in REMIC VIII issued hereunder as designated in the
Preliminary Statement,
designated
as a Regular Interest in REMIC VIII and
entitled to distributions as set forth herein.
29
<PAGE>
Class I-Swap-IO REMIC IX Regular Interest: A separate
uncertificated
beneficial
ownership interest in REMIC IX issued hereunder as designated in
the Preliminary
Statement, designated
as a Regular Interest in REMIC IX and entitled to
distributions as set forth herein.
Class II Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage Pass-Through
Certificates, Series 2006-7, Class II-A and Class II-B
Certificates.
Class II-A
Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class II-A-1, Class II-A-2 and Class
II-A-3
Certificates
having initial
Certificate
Principal
Balances and
Pass-Through Rates as
set forth herein and (i) representing a Regular
Interest
in REMIC XII and (ii) the right to receive amounts in respect of its related
Basis Risk Shortfall Carryover Amount and Excess Strip Amount.
Class II-A Principal
Distribution Amount: For any Distribution Date on or after
the Group II Stepdown
Date as long as a Group II Trigger Event has not occurred
wit respect to such Distribution Date, an amount equal to the
lesser of (A) the
aggregate Group II Principal Distribution Amount for such
Distribution Date and
(B) the excess (if any) of (x) the aggregate Certificate Principal Balance of
the Class II-A Certificates immediately prior to such Distribution
Date over (y)
the lesser
of (a) the
aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled
payments of principal
due during the related
Due Period, to the
extent received or advanced, and unscheduled collections of principal
received
during the related
Prepayment Period, and after reduction for Group II Realized
Losses incurred during the related Prepayment Period ) multiplied by (A)
prior
to the Distribution
date in December 2012 81.25% and (B) on or after the
Distribution Date in
December 2012 85.00% and (b) the amount, if any, by which
(i) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of
the last day of the related Due Period (after giving effect to
schedule payments
of principal
due during the
related Due Period to the extent received or
advanced, and
unscheduled
collections of principal received during the related
Prepayment Period,
and after reduction for Group II Realized
Losses incurred
during the
related Prepayment Period) exceeds (ii) the sum of 0.50% of the
Cut-off Date
Balance of the Group II Mortgage Loans and any Negative
Amortization.
Class II-B
Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class II-B-1,
Class II-B-2,
Class
II-B-3, Class II-B-4,
Class II-B-5, Class II-B-6, Class II-B-7 and Class II-B-8
Certificates having
initial Certificate
Principal Balances and Pass-Through
Rates as set forth herein and representing (i) a Regular Interest in REMIC
XII
with respect to the Class II-B-1, Class II- B-2, Class II-B-3, Class II-B-4,
Class II-B-5, Class
II-B-6 and Class II-B-7 Certificates and a Regular Interest
in REMIC XIII with respect to the Class II-B-8 Certificates and (ii) the right
to receive amounts in
respect of its related
Basis Risk
Shortfall Carryover
Amount and Excess Strip Amount.
Class II-B-1 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of
the Class II-A Certificates (after taking into account the
distribution of the Senior Principal Distribution Amounts on such Distribution
Date) and (ii) the Certificate Principal Balance of the Class II-B-1
Certificates
immediately prior to such Distribution Date over (y) the lesser
of
30
<PAGE>
(a) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of
the last day of the
related Due
Period (after giving effect to scheduled
payments of principal due during the related Due Period,
to the extent
received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period, and after reduction for Realized
Losses incurred
during the
related Prepayment Period) multiplied by (A) prior to the
Distribution Date in
December 2012, 87.12% and (B) on or after the Distribution
Date in December
2012, 89.70% and (b) the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Group II Mortgage Loans
as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period)
exceeds (ii) the sum of 0.50% of the Cut-off Date Balance of
the Group II Mortgage Loans and any Negative Amortization.
Class II-B-2 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class
II-A and Class II-B-1
Certificates
(after taking into
account the distribution of the Class II-A and Class B-1 Principal
Distribution
Amounts on such Distribution Date) and (ii) the Certificate
Principal Balance of
the Class II-B-2
Certificates
immediately prior to such Distribution Date over
(y) the lesser of (a) the aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled
payments of principal
due during the related
Due Period, to the
extent received or advanced, and unscheduled collections of principal
received
during the related
Prepayment Period,
and after reduction
for Realized Losses
incurred during the related Prepayment Period) multiplied by (A) prior to the
Distribution Date in
December 2012, 89.62% and (B) on or after the Distribution
Date in December
2012, 91.70% and (b) the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Group II Mortgage Loans
as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period)
exceeds (ii) the sum of 0.50% of the Cut-off Date Balance of
the Group II Mortgage Loans and any Negative Amortization.
Class II-B-3 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class II-A, Class II-B-1 and Class II-B-2
Certificates
(after
taking into account the distribution of the Class II-A,
Class II-B-1 and
Class
II-B-2 Principal
Distribution Amount on
such Distribution
Date) and (ii) the
Certificate Principal Balance of the Class II-B-3 Certificates
immediately prior
to such Distribution
Date over (y) the lesser of (a) the aggregate Stated
Principal Balance
of the Group II Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled
payments of principal
due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of
principal received
during the related
Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period)
multiplied by (A) prior to the Distribution Date in December
2012, 91.00% and (B)
on or after the Distribution Date in December 2012, 92.80%
31
<PAGE>
and (b) the amount, if
any, by which (i) the aggregate Stated Principal Balance
of the Group II
Mortgage Loans as of
the last day of the
related Due
Period
(after giving effect
to scheduled payments
of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for
Realized Losses incurred during the related Prepayment Period) exceeds (ii)
the
sum of 0.50% of the Cut-off Date Balance of the Group II Mortgage
Loans and any
Negative Amortization.
Class II-B-4 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of the
Class II-A, Class II-B-1, Class II-B-2 and Class II-B-3
Certificates (after
taking into
account the
distribution
of the Class II-A,
Class II-B-1, Class
II-B-2 and Class II-B-3 Principal Distribution Amounts on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
II-B-4 Certificates
immediately
prior to such
Distribution Date over
(y) the
lesser of (a) the aggregate Stated Principal Balance of the Group II
Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced,
and unscheduled
collections of principal received during
the related Prepayment
Period, and after reduction for Realized Losses incurred
during the
related Prepayment Period) multiplied by (A) prior to the
Distribution Date in
December 2012, 92.25% and (B) on or after the Distribution
Date in December
2012, 93.80% and (b) the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Group II Mortgage Loans
as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period)
exceeds (ii) the sum of 0.50% of the Cut-off Date Balance of
the Group II Mortgage Loans and any Negative Amortization.
Class II-B-5 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class II-A, Class II-B-1, Class II-B-2, Class II-B-3 and Class
II-B-4 Certificates
(after taking into
account the
distribution of the
Class
II-A, Class
II-B-1, Class II-B-2, Class II-B-3 and Class
II-B-4 Principal
Distribution Amounts
on such Distribution Date) and (ii) the Certificate
Principal Balance of
the Class II-B-5
Certificates
immediately prior to
such
Distribution Date over
(y) the lesser of (a)
the aggregate
Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due
Period (after giving
effect to scheduled
payments of principal
due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction
for Realized
Losses incurred during the related Prepayment
Period) multiplied
by (A) prior to the
Distribution
Date in December 2012,
93.50% and (ii) on or after the Distribution Date in December 2012,
94.80% and
(B) the amount, if
any, by which (i) the aggregate Stated Principal Balance of
the Group II Mortgage
Loans as of the last day of the related Due Period (after
giving effect to
scheduled payments of principal due during the related Due
Period, to the extent
received or advanced,
and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for
Realized Losses incurred during the related Prepayment Period) exceeds (ii)
the
32
<PAGE>
sum of 0.50% of the Cut-off Date Balance of the Group II Mortgage
Loans and any
Negative Amortization.
Class II-B-6 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class II-A, Class II-B-1, Class II-B-2, Class II-B-3, Class
II-B-4 and Class II-B-5 Certificates (after taking into account the
distribution
of the Class II-A, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and
Class II-B-5 Principal
Distribution Amounts on such Distribution Date) and (ii)
the Certificate
Principal Balance of the Class II-B-6 Certificates immediately
prior to such
Distribution Date over (y) the lesser of (a) the aggregate
Stated
Principal Balance
of the Group II Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled
payments of principal
due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of
principal received
during the related
Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period)
multiplied by (A) prior to the Distribution Date in December
2012, 94.75% and (ii) on or after the Distribution Date in December
2012, 95.80%
and (B) the amount, if
any, by which (i) the aggregate Stated Principal Balance
of the Group II
Mortgage Loans as of
the last day of the
related Due
Period
(after giving effect
to scheduled payments
of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for
Realized Losses incurred during the related Prepayment Period) exceeds (ii)
the
sum of 0.50% of the Cut-off Date Balance of the Group II Mortgage
Loans and any
Negative Amortization.
Class II-B-7 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class II-A, Class II-B-1, Class II-B-2, Class II-B-3, Class
II-B-4, Class II-B-5
and Class II-B-6
Certificates (after
taking into account
the distribution of
the Class II-A, Class II-B-1, Class II-B-2, Class II-B-3,
Class II-B-4, Class
II-B-5 and Class II-B-6 Principal Distribution Amounts on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
II-B-7 Certificates
immediately
prior to such
Distribution Date over
(y) the
lesser of (a) the aggregate Stated Principal Balance of the Group II
Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced,
and unscheduled
collections of principal received during
the related Prepayment
Period, and after reduction for Realized Losses incurred
during the
related Prepayment Period) multiplied by (A) prior to the
Distribution Date in
December 2012, 96.00% and (B) on or after the Distribution
Date in December
2012, 96.80% and (b) the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Group II Mortgage Loans
as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled
collections of principal received during the related Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period)
exceeds (ii) the sum of 0.50% of the Cut-off Date Balance of
the Group II Mortgage Loans and any Negative Amortization.
33
<PAGE>
Class II-B-8 Principal Distribution Amount: For any applicable
Distribution Date
on or after the Group II Stepdown Date as long as a Group II Trigger
Event has
not occurred with
respect to such
Distribution
Date, an amount equal to the
excess (if
any) of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class II-A, Class II-B-1, Class II-B-2, Class II-B-3, Class
II-B-4, Class II-B-5,
Class II-B-6 and Class
II-B-7 Certificates (after taking
into account the
distribution of the
Class II-A, Class
II-B-1, Class
II-B-2,
Class II-B-3,
Class II-B-4, Class II-B-5, Class II-B-6 and Class II-B-7
Principal
Distribution Amounts
on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class II-B-8 Certificates
immediately prior
to such Distribution
Date over (y) the lesser of (a) the aggregate Stated
Principal Balance
of the Group II Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled
payments of principal
due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of
principal received
during the related
Prepayment
Period, and after
reduction for Realized
Losses incurred during the related
Prepayment Period)
multiplied by (A) prior to the Distribution Date in December
2012, 97.25% and (B)
on or after the Distribution Date in December 2012, 97.80%
and (b) the amount, if
any, by which (i) the aggregate Stated Principal Balance
of the Group II
Mortgage Loans as of
the last day of the
related Due
Period
(after giving effect
to scheduled payments
of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for
Realized Losses incurred during the related prepayment period) exceeds (ii)
the
sum of 0.50% of the Cut-off Date Balance of the Group II Mortgage
Loans and any
Negative Amortization.
Class II-B-8 REMIC XIII Regular Interest: A separate uncertificated beneficial
ownership interest
in REMIC XIII issued hereunder as designated in the
Preliminary Statement,
designated
as a Regular Interest in REMIC XIII and
entitled to distributions as set forth herein.
Class II-C
Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class II-C
Certificates
having an
initial Notional Amount and Uncertificated Balance and associated
Pass-Through
Rate as set forth herein and representing (i) a Regular Interest in REMIC
XIV,
and (ii) the obligation to pay the Basis Risk Shortfall
Carryover Amounts with
respect to the Class II Certificates.
Class II-C Grantor
Trust: That
portion of the Trust
exclusive of
the REMICs
consisting of any interests in the Class II Reserve Account
beneficially
owned
by the holders of the Class II-C Certificates and rights and obligations
with
respect thereto.
Class II-C Distributable Amount: With respect to any Distribution
Date and the
Class II-C REMIC XII Regular Interest, the sum of (i) the interest
accrued on
such Class II-C REMIC XII Regular Interest at its Pass-Through Rate calculated
on its Notional
Amount (and any
amounts in respect of such amounts remaining
unpaid from prior Distribution Dates) less the amount (without
duplication) of
Basis Risk Shortfall
Carryover Amounts paid pursuant to Section
8.05(g)(iv),
(ii) subject to
distributions
in respect of Section
8.05(g)(i)
- (iv), any
remaining Group II Overcollateralization Release Amounts and (iii)
the aggregate
of amounts remaining in the Reserve Account for Class II after the
distributions
in Section
8.05(g)(iv), as
specified in Section 8.02(b)(i) - (v). With respect
to the Class II-C Certificate, 100% of the amount distributed to
the Class II-C
REMIC XIV Regular Interest.
Class II-C REMIC XIV
Regular Interest:
A separate
uncertificated
beneficial
ownership
interest in
REMIC XIV issued hereunder as designated in the
Preliminary Statement,
designated
as a Regular Interest in REMIC XIV and
entitled to distributions as set forth herein.
34
<PAGE>
Class II-F
Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class II-F Certificates representing
(i) a Regular Interest
in REMIC XVI, (ii) the
obligation
to pay Excess
Strip
Amounts and (iii) the right to receive amounts remaining in the Final
Maturity
Reserve Account in accordance with Section 8.09.
Class II-F REMIC XVI
Regular Interest:
A separate
uncertificated
beneficial
ownership
interest in
REMIC XVI issued hereunder as designated in the
Preliminary Statement,
designated
as a Regular Interest in REMIC XVI and
entitled to distributions as set forth herein.
Class II-P
Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage
Pass-Through
Certificates, Series
2006-7, Class II-P Certificates representing
(i) a Regular Interest
in REMIC XV and (ii) the right to receive Non-Mortgagor
Prepayment Premium Payment Amounts with respect to the Group II
Mortgage Loans.
Class II-P REMIC XV
Regular Interest:
A separate uncertificated beneficial
ownership interest in REMIC XV issued hereunder as designated in
the Preliminary
Statement, designated
as a Regular Interest in REMIC XV and entitled to
distributions as set forth herein.
Class C Certificates:
The Class I-C and Class II-C Certificates.
Class IO Distribution Amount: As defined in Section 8.04 hereof.
For purposes of
clarity, the Class IO
Distribution Amount for any Distribution Date shall equal
the amount payable to the Supplemental Interest Trust on such
Distribution Date
in excess of the amount payable on the Class I-Swap-IO REMIC IX
Regular Interest
on such Distribution Date, all as further provided in Section 8.04
hereof.
Class P Certificates: Class I-P and Class II-P Certificates.
Class R Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage Pass-Through
Certificates, Series
2006-7, Class R Certificates representing the Residual
Interest in each of
REMIC I, REMIC II,
REMIC III, REMIC X,
REMIC XI and REMIC
XII.
Class R-I Interest:
The uncertificated Residual Interest in REMIC I.
Class R-II Interest:
The uncertificated Residual Interest in REMIC II.
Class R-III Interest:
The uncertificated Residual Interest in REMIC III.
Class R-X Interest:
The uncertificated Residual Interest in REMIC X.
Class R-XI Interest:
The uncertificated Residual Interest in REMIC XI.
Class R-XII Interest:
The uncertificated Residual Interest in REMIC XII.
Class RX Certificates:
The Luminent Mortgage Trust 2006-7 Mortgage Pass-Through
Certificates, Series
2006-7, Class RX
Certificates
representing the
Residual
Interest in each of REMIC IV, REMIC V, REMIC VI, REMIC VII,
REMIC VIII,
REMIC
IX, REMIX XIII, REMIC XIV, REMIC XV and REMIC XVI.
35
<PAGE>
Class RX-IV Interest:
The uncertificated Residual Interest in REMIC IV.
Class RX-V Interest:
The uncertificated Residual Interest in REMIC V.
Class RX-VI Interest:
The uncertificated Residual Interest in REMIC VI.
Class RX-VII Interest:
The uncertificated Residual Interest in REMIC VII.
Class RX-VIII Interest: The uncertificated Residual
Interest in REMIC VIII.
Class RX-IX Interest:
The uncertificated Residual Interest in REMIC IX.
Class RX-XIII Interest: The uncertificated Residual
Interest in REMIC XIII.
Class RX-XIV Interest:
The uncertificated Residual Interest in REMIC XIV.
Class RX-XV Interest:
The uncertificated Residual Interest in REMIC XV.
Class RX-XVI Interest:
The uncertificated Residual Interest in REMIC XVI.
Clean-up Call:
The purchase of the
Group I or Group II Mortgage Loans pursuant
to Section 11.01.
Closing Date: December
27, 2006.
Closing Date Deposit
Amount: With respect
to the Group I Mortgage Loans, $0.
With respect to the Group II Mortgage Loans $464,193.74.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time,
or any successor
statutes thereto, and applicable U.S. Department of the
Treasury regulations issued pursuant thereto.
Commission: The
Securities and Exchange Commission.
Compensating Interest
Payment: With respect to any Distribution
Date and any
Servicer, an amount
equal to the least of (a) the aggregate Prepayment Interest
Shortfall for such Distribution Date with respect to the Mortgage
Loans serviced
by such Servicer,
(b) the amount of the
Servicing Fee actually paid to, or
retained by, such Servicer in respect of such Distribution Date, and (c) such
other amount as may be specified in the related Servicing
Agreement.
Condemnation Proceeds:
All awards or
settlements
in respect of a Mortgaged
Property, whether permanent or temporary, partial or entire, by exercise of
the
power of eminent
domain or condemnation, to the extent not required to be
released to a Mortgagor in accordance with the terms of the related
Mortgage
Loan Documents.
Control: The meaning
specified in Section 8-106 of the UCC.
Corporate Trust Office: With respect to:
(a)
the Securities
Administrator, the
principal corporate trust office at
which, at any
particular time, its
corporate trust business in connection with
this Agreement shall be administered, which office, at the date of
the execution
of this Agreement, is
located at Wells Fargo Bank, N.A., P.O. Box 98, Columbia,
36
<PAGE>
Maryland 21046, (or for overnight deliveries, 9062 Old Annapolis
Road, Columbia,
Maryland 21045)
Attention: Corporate
Trust Services-Client
Manager Luminent
2006-7, or at such
other address as the Securities Administrator may designate
from time to time by notice to Certificateholders, the Trustee, the Depositor,
the Seller, the Master Servicer and the Servicer; provided, however, that with
respect to the Securities Administrator and presentment of
the Certificates for
registration of
transfer, exchange or
final payment: Wells
Fargo Bank, N.A.,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
Corporate Trust Services-Client Manager Luminent 2006-7; and
(b)
the Trustee,
the principal office of the Trustee at which at any
particular time its
corporate trust
business in connection with this Agreement
shall be administered,
which office at the
date of execution of this Agreement
is located at HSBC Bank USA, National Association, 452 Fifth Avenue, New York,
New York 10018, Attention: Corporate Trust & Loan
Agency/Luminent 2006-7, or at
such other address as the Trustee may designate from time to time by notice to
the Certificateholders, the Securities Administrator, the
Depositor, the Seller
and the Master Servicer.
Corresponding Class:
The following chart illustrates the Corresponding Classes
of REMIC II Regular Interests, REMIC III Regular Interests and Class I
Certificates:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
----------------------------------------
--------------------------------------
--------------------------------------
Corresponding
Corresponding
Corresponding
REMIC II Regular Interest
REMIC III Regular Interest
Class of
Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTA-1
Class I-A-1
I-A-1 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTA-2
Class I-A-2
I-A-2 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTB-1
Class I-B-1
I-B-1 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTB-2
Class I-B-2
I-B-2 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTB-3
Class I-B-3
I-B-3 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTB-4
Class I-B-4
I-B-4 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
N/A
Class I-C-1
Class I-C-1 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTP
Class I-P
Class I-P Certificates
----------------------------------------
--------------------------------------
--------------------------------------
I-LTIO
Class I-Swap-IO
N/A
----------------------------------------
--------------------------------------
--------------------------------------
</TABLE>
The
following chart illustrates the Corresponding Classes of REMIC XI
Regular Interests, REMIC XII Regular Interests and Class II
Certificates:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
----------------------------------------
--------------------------------------
--------------------------------------
Corresponding
Corresponding
Corresponding
REMIC XI Regular Interest
REMIC XII Regular Interest
Class of Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTA-1
Class II-A-1
Class II-A-1 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTA-2
Class II-A-2
Class II-A-2 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTA-3
Class II-A-3
Class II-A-3 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-1
Class II-B-1
Class II-B-1 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-2
Class II-B-2
Class II-B-2 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-3
Class II-B-3
Class II-B-3 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-4
Class II-B-4
Class II-B-4 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-5
Class II-B-5
Class II-B-5 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-6
Class II-B-6
Class II-B-6 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-7
Class II-B-7
Class II-B-7 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTB-8
Class II-B-8
Class II-B-8 Certificates
----------------------------------------
--------------------------------------
--------------------------------------
37
<PAGE>
----------------------------------------
--------------------------------------
--------------------------------------
N/A
Class II-C
Class II-C Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTP
Class II-P
Class II-P Certificates
----------------------------------------
--------------------------------------
--------------------------------------
II-LTF
Class II-F
Class II-F Certificates
----------------------------------------
--------------------------------------
--------------------------------------
</TABLE>
Corresponding REMIC II
Marker Interests:
REMIC II Regular
Interest I-LTA-1,
REMIC II Regular Interest I-LTA-2, REMIC II Regular Interest I-LTB-1,
REMIC II
Regular Interest I-LTB-2, REMIC II Regular Interest I-LTB-3 and
REMIC II Regular
Interest I-LTB-4.
Corresponding REMIC XI
Marker Interests:
REMIC XI Regular
Interest II-LTA-1,
REMIC XI Regular Interest II-LTA-2, REMIC XI Regular Interest
II-LTA-3, REMIC XI
Regular Interest II-LTB-1, REMIC XI Regular Interest
II-LTB-2, REMIC XI Regular
Interest II-LTB-3, REMIC XI Regular Interest II-LTB-4, REMIC XI
Regular Interest
II-LTB-5, REMIC XI Regular Interest II-LTB-6, REMIC XI Regular
Interest II-LTB-7
and REMIC XI Regular Interest II-LTB-8.
Credit Enhancement
Percentage:
For any Distribution Date and any Class of
Certificates, the
percentage equivalent of a fraction the numerator of which is
equal to the aggregate
Certificate Principal Balances of all Classes of Class I
or Class II Certificates that are subordinate to such Class
of Certificates and
the denominator of which is equal to the aggregate Stated Principal
Balances of
the related
Group of Mortgage Loans as of the Due Date of the related Due
Period.
Cumulative Realized Losses: The aggregate Realized Losses incurred
in respect of
Liquidated Group I or Group II Mortgage Loans, as applicable,
since the Cut-off
Date.
Cumulative Realized
Loss Percentage: With
respect to any Distribution Date, a
fraction, expressed as
a percentage,
the numerator of which is the
aggregate
amount of Cumulative Realized Losses incurred on the Group I or Group II
Mortgage Loans from
the Cut-off
Date through the last day of the
related Due
Period and the denominator of which is the aggregate Cut-off Date
Balance of the
Group I or Group II Mortgage Loans, as applicable.
Custodial Account: The
separate account or accounts established and maintained
pursuant to each
Servicing Agreement for the deposit of Scheduled Monthly
Payments and other principal and interest collections on the
Mortgage Loans.
Custodial Agreement:
The Custodial Agreement, dated as of December 1, 2006,
by
and between the Trustee and the Custodian, as amended or modified from time
to
time.
Custodian: Wells Fargo
Bank, N.A.,
or its successor in
interest or assigns in
its capacity as custodian under the Custodial Agreement
Cut-off Date: December
1, 2006.
Cut-off Date Balance:
The aggregate Stated Principal Balance of the Group I or
Group II Mortgage
Loans, as applicable, as of the close of business on the
Cut-off Date.
Debt Service
Reduction: With
respect to any Mortgage Loan, a reduction in the
Scheduled Monthly
Payment that the related Mortgagor is obligated to pay on any
Due Date as a result
of any proceeding
under bankruptcy law or any similar
proceeding.
Deferred Interest:
The amount of accrued
interest on a Group II Mortgage Loan,
the payment of which
is deferred
and added to the
principal balance of such
Mortgage Loan due to the negative amortization feature.
38
<PAGE>
Deficient Valuation:
With respect to any
Mortgage Loan, a valuation by a court
of competent
jurisdiction of the Mortgaged Property in an amount less than
the
then-outstanding
indebtedness under the
Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any Scheduled
Monthly Payment
that results in a
permanent forgiveness of principal, which valuation or
reduction results from an order of such court which is final and
non-appealable
in a proceeding under the Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a physical
certificate and
any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section
9.02(e).
Deleted Mortgage Loan:
A Mortgage Loan that is repurchased from the Trust Fund
or as to which one or more Qualified Substitute Mortgage Loans are substituted
therefor.
Delinquency Rate: For any Due Period, the fraction, expressed as a percentage,
the numerator of which is the aggregate Stated Principal
Balance of the Group
I
or Group II Mortgage
Loans that are 60 or more days Delinquent (including all
Mortgage Loans in
foreclosure,
all REO Properties and all Mortgage Loans
for
which the Mortgagor has filed for bankruptcy after the Closing Date) as of
the
close of business
on the last day of the
preceding calendar month, and the
denominator of which is the aggregate Stated Principal Balance of
the Group I or
Group II Mortgage Loans, as applicable, as of the close of business on the
last
day of such calendar month.
Delinquent: Any
Mortgage Loan with respect to which a Scheduled Monthly Payment
would be "delinquent"
as determined in
accordance
with the Mortgage
Bankers
Association determination of a delinquent mortgage loan.
Depositor: Lares Asset
Securitization,
Inc., a Delaware
corporation,
or its
successors in interest.
Depository: The
initial Depository
shall be The Depository Trust Company, the
nominee of which is
Cede & Co., as the
registered
Holder of the Book-Entry
Certificates. The
Depository shall at all times be a "clearing corporation" as
defined in
Section 8-102(a)(5) of the UCC of the State of New York and
registered as a "clearing agency" pursuant to Section 17A of the
Exchange Act as
amended.
Determination Date:
With respect to any
Distribution
Date and Servicer,
the
Business Day preceding
the related
Servicer Remittance Date or as otherwise
specified in the related Servicing Agreement.
Disqualified
Organization: (a) The
United States, any State or political
subdivision thereof, any foreign government, any international
organization, or
any agency or
instrumentality of any
of the foregoing;
(b) any organization
(other than a farmer's
cooperative as defined
in Section 521 of the Code) that
is exempt from federal income taxation (including taxation under the unrelated
business taxable
income provisions of the Code);
(c) any rural
telephone or
electrical service cooperative described in Section 1381(a)(2)(C) of the Code;
(d) any foreign permanent establishment or fixed base
(within the meaning of an
applicable income
tax treaty) of a U.S. Person; (e) any "electing large
partnership"; or (f)
any other entity so
designated
by Treasury rulings or
regulations
promulgated or
otherwise in effect as of the date hereof. In
addition, a
corporation will not be treated as an instrumentality of the
United
39
<PAGE>
States or of any state or political subdivision thereof if all of
its activities
are subject to tax and, with the exception of Freddie Mac, a majority of its
board of directors is not selected by such governmental unit.
Distribution Account:
The separate account
established and maintained pursuant
to Section 8.01.
Distribution Date: The 25th day of each calendar month or if the
25th day is not
a Business Day, the next succeeding Business Day, commencing in
January 2007.
Distribution Date Report: As defined in Section 4.06.
Due Date: The day of the month on which the Scheduled Monthly Payment is due on
a Mortgage Loan,
exclusive of any days of grace, as specified in the related
Mortgage Note.
Due Period: With
respect to any
Distribution
Date and a Mortgage
Loan, the
period commencing on the second day of the month immediately
preceding the month
in which such Distribution Date occurs (or the day following the
Cut-off Date in
respect of the first
Due Period)
and ending at the
close of business
on the
first day of the calendar month in which such Distribution Date
occurs.
EDGAR: The "Electronic Data Gathering, Analysis, and Retrieval" system of the
Commission,
which performs
automated collection, validation, indexing,
acceptance, and
forwarding
of submissions by companies and others who are
required by law to file forms with the Commission.
Eligible Account: Any
of
(a)
an account or accounts
maintained
with a federal or
state chartered
depository
institution or
trust company the short-term unsecured debt
obligations of which
(or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding
company, the short-term
unsecured debt
obligations
of such holding
company) are rated in
the highest
short term rating
category of each
Rating Agency at the time any amounts
are
held on deposit therein;
(b)
an account or accounts the deposits in which are fully
insured by the
FDIC (to the limits
established by it), the uninsured deposits in which account
are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered
to the Securities Administrator, the Trustee and each Rating
Agency, the Trustee
on behalf of the Certificateholders will have a claim with respect to
the funds
in the account or a
perfected first
priority security interest against the
collateral (which
shall be limited to
Permitted Investments)
securing those
funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained and
which uninsured
deposits shall not cause any Rating Agency to reduce its
then-current rating
on
any Certificate,
as evidenced by a
rating confirmation
from each such
Rating
Agency;
(c)
a trust account or accounts maintained with the trust
department of a
federal or state chartered depository institution, national banking association
or trust company acting in its fiduciary capacity; or
40
<PAGE>
(d)
an account otherwise acceptable to each Rating Agency without
reduction
or withdrawal of its then current ratings of the Certificates as evidenced by a
letter from such Rating Agency to the Securities Administrator and the Trustee.
Eligible Accounts may bear interest.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or
private placement
that meets the requirements of Prohibited Transaction
Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any
successor thereto),
or any substantially
similar administrative exemption granted by the U.S.
Department of Labor.
ERISA Restricted
Certificates:
(i) Any of the Class
R, Class RX, Class C,
Class II-F or Class P Certificates, (ii) any Class of Certificates
that is not
the subject of an
ERISA-Qualifying
Underwriting (as of closing, this includes
the Class I-A-2, Class
I-B-1, Class I-B-2,
Class I-B-3, Class
I-B-4 and Class
II-B-8
Certificates),
(iii) any of the Class II Certificates that is
subordinated to any
other Class of Class II Certificates or (iv) any of the
Class I Certificates
or Class II-A-1 Certificates that no longer has the
applicable credit rating required by the Underwriter's
Exemption.
Errors and Omissions
Insurance Policy: An errors and omissions insurance policy
to be maintained by each Servicer pursuant to the applicable
Servicing Agreement
or by the Master Servicer pursuant to Section 5.03.
Escrow Account: The
separate account or accounts created and maintained by each
Servicer pursuant
to each Servicing Agreement for the deposit of taxes and
insurance collections on the Mortgage Loans.
Escrow Payments:
With respect to any
Mortgage Loan, the
amounts
constituting
ground rents, taxes,
assessments, water
rates, sewer rents, municipal charges,
fire and hazard insurance premiums, condominium charges, and any other
payments
required to be
escrowed by the
Mortgagor with the
mortgagee pursuant to the
Mortgage or any other related document.
Excess Strip Amount:
As defined in Section 8.09.
Exchange Act: The Securities Exchange Act of 1934, as amended, and
the rules and
regulations promulgated thereunder.
Fannie Mae: Fannie Mae, a federally chartered and privately
owned corporation
organized and existing under the Federal National Mortgage
Association
Char
