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.
ANY RESALE,
TRANSFER OR OTHER
DISPOSITION OF THIS
CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED
TRANSFEREE
PROVIDES A TRANSFER
AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE
UNITED STATES,
OR ANY AGENCY OR
INSTRUMENTALITY
OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY
WHICH IS A CORPORATION
IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX UNDER CHAPTER 1 OF THE CODEAND EXCEPT
FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL
UNIT),
(B) A
FOREIGN
GOVERNMENT,
ANY INTERNATIONAL
ORGANIZATION,
OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE
FOREGOING,
(C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE
CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO
THE TAX
IMPOSED BY
SECTION
511 OF THE CODE
(INCLUDING
THE TAX
IMPOSED BY SECTION
511 OF THE CODE ON
UNRELATED
BUSINESS TAXABLE INCOME),
(D) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES
DESCRIBED IN SECTION
1381(a)(2)(C)
OF THE CODE, (E) AN ELECTING LARGE
PARTNERSHIP
UNDER SECTION 775(a) OF THE CODE (ANY SUCH
PERSON
DESCRIBED IN THE
FOREGOING
CLAUSES
(A),
(B),
(C),
(D) OR (E) BEING
HEREIN
REFERRED TO AS A
"DISQUALIFIED
ORGANIZATION"),
OR (F) AN AGENT OF A
DISQUALIFIED
ORGANIZATION,
(2) NO
PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE
ASSESSMENT
OR
COLLECTION
OF TAX AND (3) SUCH
TRANSFEREE
SATISFIES
CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,
SUCH REGISTRATION SHALL BE DEEMED
TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY
PURPOSE
HEREUNDER,
INCLUDING,
BUT
NOT
LIMITED
TO,
THE
RECEIPT
OF
DISTRIBUTIONS
ON THIS
CERTIFICATE.
Certificate No.1
Percentage Interest: 100%
Class R
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:
Certificate as of the Cut-off Date:
August 1, 2007
$0.00
Initial Certificate Principal Balance of this
First Distribution Date:
Certificate as of the Cut-off Date:
September 25, 2007
$0.00
Master Servicer:
CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
September 25, 2047
BEAR STEARNS ALT-A TRUST II 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional
undivided interest in the distributions
allocable to