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 SECURITIES
ADMINISTRATOR
OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED
IN THE AGREEMENT AND (B) THE RECEIPT BY THE
SECURITIES
ADMINISTRATOR
OF SUCH OTHER
EVIDENCE
ACCEPTABLE TO THE
SECURITIES
ADMINISTRATOR 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
(EACH,
A
"PLAN")
THAT IS
SUBJECT
TO TITLE I OF THE
EMPLOYEE
RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
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 SECURITIES
ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE,
MASTER SERVICER
AND
THE
SECURITIES
ADMINISTRATOR
AND
ON
WHICH
THEY
MAY
RELY
WHICH
IS
SATISFACTORY
TO
THE
SECURITIES
ADMINISTRATOR
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 ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE MASTER
SERVICER,
THE TRUSTEE OR THE SECURITIES
ADMINISTRATOR
TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1
Adjustable Pass-Through Rate
Class I-B-[3] Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:
Certificate as of the Cut-off Date:
March 1, 2006
$__________
Initial Certificate Principal Balance of this
First Distribution Date:
Certificate as of the Cut-off Date:
April 25, 2006
$__________
Master Servicer:
CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
April 25, 2036
BEAR STEARNS ALT-A TRUST 2006-2
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-2
evidencing a fractional
undivided interest in the distributions
allocable