RECONSTITUTED SERVICING AGREEMENT



                         Luminent Mortgage Trust 2006-7





     This Reconstituted Servicing Agreement, dated as of December 27, 2006 (this

"Agreement"),  is by and  among  AURORA  LOAN  SERVICES  LLC.  ("Aurora"  or the

"Servicer"), LARES ASSET SECURITIZATION, INC. ("Lares" or the "Depositor"), MAIA

MORTGAGE FINANCE  STATUTORY TRUST ("Maia" or the "Seller") 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

is  acknowledged  by HSBC  BANK  USA,  NATIONAL  ASSOCIATION,  as  trustee  (the

"Trustee") and LEHMAN CAPITAL,  A DIVISION OF LEHMAN BROTHERS  HOLDINGS INC., as

servicing rights owner (the "Servicing Rights Owner").



                                    RECITALS



     WHEREAS,  the Seller has conveyed the mortgage  loans listed on Exhibit Two

hereto (the "Serviced  Loans") to the  Depositor,  and the Depositor in turn has

conveyed the Serviced Loans to the Trustee, all pursuant to a pooling agreement,

dated as of December 1, 2006 (the "Pooling  Agreement"),  among the Seller,  the

Depositor, the Master Servicer, the Securities Administrator and the Trustee;



     WHEREAS,  the Serviced  Loans are currently  being serviced by the Servicer

for the Seller pursuant to a Flow Servicing  Agreement,  dated as of November 1,

2006 (the  "Servicing  Agreement"),  among  Aurora,  as servicer,  the Servicing

Rights Owner,  Luminent Mortgage Capital,  Inc., the Seller and Mercury Mortgage

Finance  Statutory  Trust,  as Purchasers,  a copy of which is annexed hereto as

Exhibit Three;



     WHEREAS,  the Seller  desires  that the  Servicer  continue  to service the

Serviced  Loans and the Servicer  has agreed to do so,  subject to the rights of

the Master  Servicer to  terminate  the rights and  obligations  of the Servicer

hereunder as set forth herein and to the other conditions set forth herein;



     WHEREAS,   Section  12.11  of  the  Servicing  Agreement   ("Assignment  by

Purchaser")  provides that, subject to certain conditions set forth therein, the

Purchaser may assign the Servicing  Agreement with respect to some or all of the

Mortgage Loans, and without  limiting the foregoing,  the Servicer has agreed in

Article IX ("Whole  Loan  Transfers  and  Securitization  Transactions")  and in

Section 12.13 of the Servicing  Agreement  ("Further  Agreements") to enter into

additional  documents,  instruments or agreements as may be reasonably necessary

in  connection  with any Whole Loan  Transfers  or  Securitization  Transactions

contemplated by the Seller pursuant to the Servicing Agreement;



     WHEREAS,  the  Seller  and  Servicer  agree  that (a) the  transfer  of the

Serviced  Loans from the Seller to the  Depositor  and from the Depositor to the

Trustee  pursuant  to  the  Pooling   Agreement   constitutes  a  Securitization

Transaction and a Public Securitization Transaction and (b) this Agreement shall

constitute  a  Reconstitution  Agreement  (each  as  defined  in  the  Servicing

Agreement)  in  connection  with  such  Securitization  Transaction  and  Public



{PAGE}

Securitization  Transaction  that shall govern the Serviced Loans for so long as

such Serviced Loans remain subject to the provisions of the Pooling Agreement;



     WHEREAS,  the Master  Servicer and any successor  master  servicer shall be

obligated,  among other things, to supervise the servicing of the Serviced Loans

on  behalf  of the  Trustee  and the Trust  Fund,  and  shall  have the right to

terminate the rights and  obligations  of the Servicer upon the  occurrence  and

continuance of an Event of Default under the Servicing Agreement;



     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,

the parties hereto agree as follows:



                                   ARTICLE I



                                   DEFINITIONS



     Capitalized terms used and not defined in this Agreement (including Exhibit

One hereto) shall have the meanings ascribed to them in the Servicing Agreement.



                                   ARTICLE II



                                    SERVICING



     The Servicer  agrees,  with respect to the servicing of the Serviced Loans,

to perform and observe the duties,  responsibilities and obligations that are to

be performed and observed by the Servicer  under the provisions of the Servicing

Agreement,  except as otherwise  provided herein, and that the provisions of the

Servicing   Agreement   (including  any  provisions  therein  modified  by  this

Agreement),  are and shall be a part of this  Agreement to the same extent as if

set forth herein in full.



                                  ARTICLE III



                               TRUST CUT-OFF DATE



     The parties  hereto  acknowledge  that by  operation of Section 5.01 to the

Servicing  Agreement  ("Remittances"),  the remittance on January 18, 2007 to be

made to the  Luminent  Mortgage  Trust  2006-7  Trust (the  "Trust  Fund") is to

include all principal and interest  collections  due after December 1, 2006 (the

"Trust Cut-off Date"), and for the Due Period immediately  preceding January 18,

2007,  but exclusive of any portion  thereof  allocable to a period prior to the

Trust Cut-off  Date,  and taking into account the  adjustments  specified in the

first paragraph of Section 5.01 to the Servicing  Agreement (as modified by this

Agreement).



                                   ARTICLE IV



                                  SERVICING FEE



     The Servicing  Fee Rate for the Serviced  Loans shall be equal to 0.25% per

annum (the  "Servicing  Fee Rate").  The Servicing Fee shall be payable  monthly



                                       2

{PAGE}

from the  interest  portion of the  related  Monthly  Payment  collected  by the

Servicer or as otherwise provided in the Servicing Agreement.



                                   ARTICLE V



              RECOGNITION OF THE MASTER SERVICER AND THE TRUST FUND



     (a) From and  after  the  date  hereof,  the  Servicer,  and any  successor

servicer hereunder,  shall be subject to the supervision of the Master Servicer,

which Master Servicer shall be obligated to enforce the Servicer's obligation to

service the Serviced Loans in accordance  with the provisions of this Agreement.

The Servicer shall  recognize the Trust Fund as the owner of the Serviced Loans,

and the Servicer  will  service the Serviced  Loans for the Trust Fund as if the

Trust Fund and the Servicer had entered into a separate servicing  agreement for

the servicing of the Serviced Loans in the form of the this Agreement.  Pursuant

to the Pooling  Agreement,  the Master  Servicer and the Trustee  shall have the

same rights (but not the  obligations,  except to the extent expressly set forth

in the Pooling  Agreement)  as the Purchaser  under the  Servicing  Agreement to

enforce the obligations of the Servicer,  including,  without limitation, in the

case of the Trustee,  the enforcement of (i) the document delivery  requirements

set forth in Section 2.02 ("Custodial Agreement;  Delivery of Documents") of the

Servicing  Agreement  and (ii)  remedies  with  respect to  representations  and

warranties made by the Servicer in the Servicing Agreement,  and, in the case of

the Master Servicer,  shall be entitled to enforce all of the obligations of the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC