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").
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE
SECURITIES ACT OF 1933, AS
AMENDED (THE
"SECURITIES
ACT"),
OR UNDER ANY STATE
SECURITIES
LAWS.
THE HOLDER
HEREOF,
BY
PURCHASING
THIS
CERTIFICATE,
AGREES THAT THIS
CERTIFICATE
MAY BE REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE
TRANSFERRED
ONLY IN
COMPLIANCE
WITH THE
SECURITIES
ACT AND
OTHER
APPLICABLE
LAWS AND ONLY (1)
PURSUANT
TO RULE
144A
UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER
WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING
FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,
IN EACH CASE,
THAT THE REOFFER,
RESALE,
PLEDGE OR OTHER
TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN
"INSTITUTIONAL
ACCREDITED
INVESTOR"
WITHIN THE
MEANING
THEREOF IN RULE
501(a)(1),
(2),
(3) or (7) OF
REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER
SUBSTANTIALLY
IN THE FORM PROVIDED IN THE AGREEMENT AND (B)
THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER,
RESALE,
PLEDGE OR
TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES
ACT AND OTHER
APPLICABLE
LAWS OR IN EACH CASE IN ACCORDANCE
WITH
ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS
CERTIFICATE
MAY NOT BE ACQUIRED
DIRECTLY OR
INDIRECTLY
BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER
RETIREMENT
ARRANGEMENT
(A "PLAN")
THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS AMENDED,
AND/OR
SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986,
AS AMENDED
(THE "CODE"),
OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,
UNLESS THE PROPOSED
TRANSFEREE
PROVIDES THE TRUSTEE
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE
TRUSTEE
AND ON WHICH IT MAY RELY WHICH IS
SATISFACTORY
TO THE
TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE
UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT
PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED,
OR SECTION
4975 OF THE CODE AND WILL NOT
SUBJECT
THE TRUSTEE TO ANY
OBLIGATION
OR
LIABILITY
IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1
Variable Pass-Through Rate
Class [I][II]-B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date:
Aggregate Initial Notional Amount of this Certificate
July 1, 2006
as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date:
Cut-off Date:
August 25, 2006
$______________
Servicer:
EMC Mortgage Corporation
Assumed Final Distribution Date:
CUSIP: ____________
[July][August] 25, 2036
BEAR