ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
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").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY PERSON (INCLUDING,
WITHOUT LIMITATION, AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN
INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING
"PLAN ASSETS," WITHIN THE MEANING OF THE U.S. DEPARTMENT OF LABOR REGULATION
PROMULGATED AT 29 C.F.R. § 2510.3-101, OF ANY PLAN (A "PLAN INVESTOR") TO EFFECT
SUCH ACQUISITION.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1
Variable Pass-Through Rate Class A-1B
Percentage Interest:
100%
Date of Pooling and Servicing Agreement:
March 24, 2006
Cut-off Date: May 1, 2006
Aggregate Initial Certificate Principal Balance of the Class A-1B
Certificates: $[
]
First Distribution Date:
June 26, 2006
Initial Certificate Principal Balance of this Certificate:
$[
]
Assumed Final Maturity Date:
February 25, 2036
CUSIP
[
]
SG MORTGAGE SECURITIES TRUST 2006-FRE1
Asset-Backed Certificates, Series 2006-FRE1 Class A-1B,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the
above-referenced Class with respect to the Trust consisting of first and second
lien,
adjustable and fixed rate mortgage loans (the "Mortgage Loans"),
SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class A-1B
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-1B
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master