EXECUTION

GREENWICH CAPITAL ACCEPTANCE, INC.,

as Purchaser

and

LUMINENT MORTGAGE CAPITAL, INC.

as Sponsor and Seller

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of June 1, 2006

Adjustable-Rate Mortgage Loans

Luminent Mortgage Trust 2006-5

Mortgage Loan Pass-Through Certificates, Series 2006-5

Table of Contents

Page

ARTICLE I DEFINITIONS

2

Section 1.01.

Definitions

2

ARTICLE II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

3

Section 2.01.

Sale of Mortgage Loans; Assignment of the Servicing Agreements

3

Section 2.02.

Obligations of the Seller Upon Sale and Assignment

4

Section 2.03.

Payment of Purchase Price for the Mortgage Loans

5

ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

5

Section 3.01

Sponsor Representations and Warranties Relating to the Mortgage

Loans

5

Section 3.02.

Representations and Warranties

5

Section 3.03.

Remedies for Breach of Representations and Warranties

8

ARTICLE IV SELLERS COVENANTS

9

Section 4.01.

Covenants of the Seller

9

ARTICLE V ATTORNEYS FEES

9

Section 5.01.

Attorneys' Fees

9

ARTICLE VI TERMINATION

9

Section 6.01.

Termination

9

ARTICLE VII MISCELLANEOUS PROVISIONS

10

Section 7.01.

Amendment

10

Section 7.02.

Governing Law

10

Section 7.03.

Notices

10

Section 7.04.

Severability of Provisions

10

Section 7.05.

Counterparts

11

Section 7.06.

Further Agreements

11

Section 7.07.

Intention of the Parties

11

Section 7.08.

Successors and Assigns: Assignment of Purchase Agreement

11

Section 7.09.

Survival

12

Schedule I:

Mortgage Loan Schedule

Schedule II:

Assignment Agreements

THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of June 1, 2006 (the Agreement), is made and entered into between Luminent Mortgage Capital, Inc. (Luminent, the Sponsor or the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).

W I T N E S S E T H

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

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

1.

Flow Sale and Servicing Agreement, dated as of April 21, 2006 (the IndyMac Servicing Agreement), among Luminent, Mercury Mortgage Finance Statutory Trust, Maia Mortgage Finance Statutory Trust and IndyMac Bank F.S.B. (IndyMac), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of June 1, 2006, among IndyMac, Luminent, as sponsor and seller, the Purchaser, and Wells Fargo Bank, N.A., as master servicer (in such capacity, the Master Servicer) and securities administrator (in such capacity, the Securities Administrator), and acknowledged by HSBC Bank USA, National Association, as trustee (in such capacity, the Trustee);

2.

Amended and Restated Master Interim Servicing Agreement, dated as of January 1, 2006 (the GMACM Servicing Agreement), between Greenwich Capital Financial Products, Inc. (GCFP) and GMAC Mortgage Corporation (GMACM), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of June 1, 2006, between GCFP, GMACM, Luminent, as sponsor and seller, and acknowledged by the Trustee, the Master Servicer and the Securities Administrator;

3.

Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 12, 2006 (the Countrywide Servicing Agreement), among Luminent, Mercury Mortgage Finance Statutory Trust, Maia Mortgage Finance Statutory Trust and Countrywide Home Loans, Inc., as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of June 1, 2006, among the Purchaser, Countrywide Home Loans, Inc., Countrywide Home Loans Servicing LP, as servicer, Luminent, as sponsor and seller, the Master Servicer and the Securities Administrator, and acknowledged by the Trustee;

4.

Standard Terms and Provisions of Sale and Servicing Agreement, dated as of May 30, 2006 (the RFC Servicing Agreement), between Residential Funding Corporation (RFC), as servicer, and UBS Real Estate Securities Inc., as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of June 1, 2006, among the Purchaser, RFC, as servicer, Luminent, as sponsor and seller, the Master Servicer and the Securities Administrator, and acknowledged by the Trustee;

5.

Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of April 24, 2006 (the EMC Servicing Agreement, together with the IndyMac Servicing Agreement, the GMACM Servicing Agreement, the Countrywide Servicing Agreement and the RFC Servicing Agreement, the Servicing Agreements), among Luminent, Mercury Mortgage Finance Statutory Trust, Maia Mortgage Finance Statutory Trust and EMC Mortgage Corporation (EMC), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of June 1, 2006, among the Purchaser, EMC, as servicer, Luminent, as sponsor and seller, the Master Servicer and the Securities Administrator, and acknowledged by the Trustee;

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

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

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

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

ARTICLE I

DEFINITIONS

Section 1.01.

Definitions.  

Assignment Agreements: Each of the assignment and recognition agreements identified on Schedule II hereto.

GCFP:  Greenwich Capital Financial Products, Inc.

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

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

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

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

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

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

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.

Sale of Mortgage Loans; Assignment of the Servicing Agreements.  

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

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