Applicable
statements should
be mailed to _____________________________________________.
This information is provided by
__________________,
the
assignee
named
above,
or
________________________, as its agent.
EXHIBIT A-3
FORM OF CLASS I-B-[1][2] CERTIFICATE
THIS
CERTIFICATE IS
SUBORDINATED
IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND
THE CLASS M 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
I-B-[1][2]
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 I-B-[1][2] 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:
June 1, 2006
$__________
First Distribution Date:
Initial Certificate Principal Balance of this
July 25, 2006
Certificate as of the Cut-off Date:
$__________
Master Servicer:
CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2036
BEAR STEARNS ALT-A TRUST 2006-4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-4
evidencing a fractional
undivided interest in the distributions
allocable to the Class
I-B-[1][2]
Certificates
with