Unassociated Document


    AMENDMENT
      NUMBER ONE

    to
      the

    


    POOLING
      AND SERVICING AGREEMENT

    LUMINENT
      MORTGAGE TRUST 2006-3,

    


    Dated
      as
      of April 1, 2006

    


    among

    


    STRUCTURED
      ASSET MORTGAGE INVESTMENTS II INC.,

    as
      Depositor

    


    LUMINENT
      MORTGAGE CAPITAL, INC.,

    as
      Sponsor

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Master
      Servicer and Securities Administrator

    


    and

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION,

    as
      Trustee

    


    


    


    This
      AMENDMENT NUMBER ONE is made and entered into this 12th
      day of
      January, 2007, by and among STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
      a
      Delaware limited liability company, as depositor (the “Depositor”), LUMINENT
      MORTGAGE CAPITAL, INC., a Maryland corporation and real estate investment trust
      (the “Sponsor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
      association, as master servicer (in such capacity, the “Master Servicer”) and as
      securities administrator (in such capacity, the “Securities Administrator”) and
      HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as trustee
      (the “Trustee”), in connection with the Pooling and Servicing Agreement, dated
      as of April 1, 2006, among the above-mentioned parties (the “Agreement”), and
      the issuance of Mortgage-Pass Through Certificates, Series 2006-3. This
      amendment is made pursuant to Section 11.01 of the Agreement.

    


    1. Capitalized
      terms used herein and not defined herein shall have the meanings assigned to
      such terms in the Agreement.

    


    2. Section
      1.01 of the Agreement is hereby amended by deleting the definition of
“Delinquent” in its entirety and replacing it with the following:

    


    Delinquent:
      A
      Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
      the terms of such Mortgage Loan by the close of business on the day such payment
      is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
      has not been received by the close of business on the last day of the month
      in
      which such payment was due. For example, a Mortgage Loan with a payment due
      on
      December 1 that remained unpaid as of the close of business on December 31
      would
      then be considered to be 30 to 59 days delinquent. Similarly for “60 days
      delinquent,” “90 days delinquent” and so on.  The determination as to
      whether a Mortgage Loan falls into these categories is made as of the close
      of
      business on the last Business Day of each month. This method of determining
      delinquencies is also referred to as the MBA method.

    


    3. Section
      5.06(a)(xiii) of the Agreement is hereby amended by deleting “[reserved];” and
      replacing it with the following:

    


    information
      regarding any Mortgage Loan delinquencies as of the end of the previous calendar
      month, including the aggregate number and aggregate Outstanding Principal
      Balance of Mortgage Loans using the MBA method of calculation (a) Delinquent
      30
      to 59 days on a contractual basis, (b) Delinquent 60 to 89 days on a contractual
      basis, and (c) Delinquent 90 or more days on a contractual basis, in each case
      as of the close of business on the last Business Day of the immediately
      preceding month;

    


    4. Except
      as
      amended above, the Agreement shall continue to be in full force and effect
      in
      accordance with its terms.

    


    [Signature
      Page Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer, the Sponsor, the Securities
      Administrator and the Trustee have caused their names to be signed hereto by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.

     

    
      	 	 	 	 	 	 	 	
              STRUCTURED
                ASSET MORTGAGE INVESTMENTS II INC.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Baron Silverstein

            
	 	 	 	 	 	 	 	 	
              Name:
                Baron Silverstein

            
	 	 	 	 	 	 	 	 	
              Title:
                Vice President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              LUMINENT
                MORTGAGE CAPITAL, INC.,

              as
                Sponsor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Christopher J. Zyda

            
	 	 	 	 	 	 	 	 	
              Name:
                Christopher J. Zyda

            
	 	 	 	 	 	 	 	 	
              Title:
                Chief Financial Officer

            


    

    


     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL 

              ASSOCIATION,

              as
                Securities Administrator and Master Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Diane Courtney

            
	 	 	 	 	 	 	 	 	
              Name:
                Diane Courtney

            
	 	 	 	 	 	 	 	 	
              Title:
                Vice President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION,

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Elena Zheng

            
	 	 	 	 	 	 	 	 	
              Name:
                Elena Zheng

            
	 	 	 	 	 	 	 	 	
              Title:
                Assistant Vice President