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:
September 1, 2006
$__________
Initial Certificate Principal Balance of this
First Distribution Date:
Certificate as of the Cut-off Date:
October 25, 2006
$__________
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 I-B-3
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