This information is provided by
__________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-16
FORM OF CLASS III-B-[1][2][3][4] CERTIFICATE
THIS
CERTIFICATE
IS
SUBORDINATED
IN
RIGHT OF
PAYMENT
TO THE
CLASS
II-A
CERTIFICATES
AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S.
FEDERAL
INCOME TAX
PURPOSES,
THIS
CERTIFICATE
IS A "REGULAR
INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY,
IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE
CERTIFICATE
PRINCIPAL
BALANCE
OF THIS
CERTIFICATE
WILL BE
DECREASED
BY THE
PRINCIPAL
PAYMENTS
HEREON AND REALIZED LOSSES
ALLOCABLE
HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY,
FOLLOWING THE
INITIAL
ISSUANCE OF THE
CERTIFICATES,
THE CERTIFICATE
PRINCIPAL
BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT
FROM THE
DENOMINATION
SHOWN BELOW.
ANYONE
ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE
PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE
DEPOSITORY
TRUST
COMPANY TO THE SECURITIES
ADMINISTRATOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT,
AND ANY
CERTIFICATE
ISSUED IS
REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH
OTHER
NAME AS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE
OF THE
DEPOSITORY
TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER,
PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF,
CEDE &
CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL
OWNER OF A CLASS
III-B-[1][2][3][4]
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED
TO HAVE REPRESENTED,
BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN,
THAT EITHER
(I) SUCH
CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH,
S&P AND MOODY'S,
(II) IT IS NOT A PLAN
SUBJECT TO TITLE I OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS AMENDED,
OR SECTION 4975 OF THE
CODE (EACH,
A "PLAN") OR INVESTING
WITH "PLAN ASSETS" OF ANY PLAN, OR (III) (1) IT IS AN INSURANCE
COMPANY,
(2)
THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST
THEREIN IS AN "INSURANCE
COMPANY GENERAL
ACCOUNT," AS SUCH TERM IS DEFINED IN U.S.
DEPARTMENT OF LABOR
PROHIBITED
TRANSACTION
CLASS
EXEMPTION
("PTCE")
95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1
Adjustable Pass-Through Rate
Class III-B-[1][2][3][4] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:
Certificate as of the Cut-off Date:
September 1, 2006
$__________
First Distribution Date:
Initial Certificate Principal Balance of this
October 25, 2006
Certificate as of the Cut-off Date:
$__________
Master Servicer:
CUSIP: ___________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
September 25, 2036
BEAR STEARNS ALT-A TRUST 2006-6
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-6
evidencing
a
fractional
undivided
interest
in
the
distributions
allocable
to
the
Class
III-B-[1][2][3][4]
Certificates
with respect to a Trust Fund consisting
primarily of a pool of
adjustable