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
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")
(EACH,
A "PLAN"),
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 II-B-[9][10][11] 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:
June 1, 2006
$__________
Initial Certificate Principal Balance of this
First Distribution Date:
Certificate as of the Cut-off Date:
July 25, 2006
$__________
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 II-B-[9][10][11]
Certificates
with respect to a Trust Fund
consisting
primarily of a pool of adjustable
interest rate mortgage
loans secured by
first liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This
Certificate
is payable
solely from the assets of the Trust Fund,
and does not
represent an obligation of or
interest in Structured
Asset
Mortgage
Investments II Inc.
("SAMI II"), the Master
Servicer,
the Securities
Administrator
or the