ACT OF 1974,
AS AMENDED,
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
TRUSTEE
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND ON WHICH IT MAY
RELY WHICH IS
SATISFACTORY
TO THE TRUSTEE 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 THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED,
OR SECTION
4975 OF THE CODE AND WILL NOT
SUBJECT
THE
TRUSTEE TO ANY
OBLIGATION
OR
LIABILITY
IN
ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
[FOR THE CLASS II-B-IO CERTIFICATES ONLY]
[NO TRANSFER OF ANY
CLASS II-B-IO
CERTIFICATE
SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE
OF SUCH CLASS II-B-IO
CERTIFICATE
PROVIDES
TO THE TRUSTEE AND ANY PAYING
AGENT THE
APPROPRIATE
TAX
CERTIFICATION
FORM (I.E.,
IRS FORM W-9 OR IRS FORM
W-8BEN,
W-8IMY,
W-8EXP OR W-8ECI,
AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION
OF ANY SUCH FORM,
(II) AS REQUIRED UNDER THEN
APPLICABLE
U.S.
TREASURY
REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT SUCH FORM
HAS BECOME
OBSOLETE OR INCORRECT,
AS A CONDITION TO SUCH TRANSFER.
UNDER THE AGREEMENT,
UPON RECEIPT OF ANY SUCH TAX
CERTIFICATION
FORM FROM A TRANSFEREE OF ANY CLASS II-B-IO
CERTIFICATE,
THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE
CAP
COUNTERPARTY.
EACH HOLDER OF A CLASS II-B-IO
CERTIFICATE
AND EACH
TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
TRUSTEE
FORWARDING
TO THE CAP
COUNTERPARTY
ANY SUCH TAX
CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN
ACCORDANCE
WITH THESE
TRANSFER
RESTRICTIONS.
ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS II-B-IO
CERTIFICATE TO A TRANSFEREE
WHICH DOES NOT COMPLY WITH
THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.]
Certificate No. 1
Variable Pass-Through Rate
Class [I][II]-B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date:
Aggregate Initial Notional Amount of this Certificate
March 1, 2007
as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date:
Cut-off Date:
April 25, 2007
$______________
Servicer:
Percentage Interest of this Certificate:
EMC Mortgage Corporation
__________%
Assumed Final Distribution Date:
CUSIP: ____________
[March][April] 25, 2037
BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR3
evidencing a fractional
undivided
interest in the distributions
allocable to the Class
[I][II]-B-IO
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 an
interest in Structured
Asset Mortgage
Investments II Inc. ("SAMI II"), the Servicer or the Trustee
referred to below or any of their
affiliates
or any other