BY
PURCHASING
THIS
CERTIFICATE,
AGREES
THAT THIS
CERTIFICATE
MAY BE
REOFFERED,
RESOLD,
PLEDGED
OR
OTHERWISE
TRANSFERRED
ONLY IN
COMPLIANCE
WITH THE
SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER 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 TRUSTEE OF A
LETTER
SUBSTANTIALLY
IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE
ACCEPTABLE TO
THE TRUSTEE 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 TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND
THE SERVICER AND ON WHICH THEY 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 ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY
OBLIGATION
OR LIABILITY
IN ADDITION TO THOSE
UNDERTAKEN
IN THE
AGREEMENT.
Certificate No. 1
Variable Pass-Through Rate
Class B-5 Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date:
Aggregate Initial Current Principal Amount of this
February 1, 2007
Certificate as of the Cut-off Date:
___________
Initial Current Principal Amount of this Certificate as
First Distribution Date:
of the Cut-off Date:
March 25, 2007
____________
Servicer:
CUSIP: ____________
EMC Mortgage Corporation
Assumed Final Distribution Date:
March 25, 2037
BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR2
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR2
evidencing a fractional undivided interest in the distributions
allocable to the Class B-5 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 (the "Mortgage Loans") and