financing
statement relating to the security interest granted to the Trustee pursuant to
the Agreement or that has been terminated.
The Seller is not aware of any
judgment or tax lien filings against the Seller.
SECTION 19.
Governing Law.
THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 20.
Third Party Beneficiary.
The Hedge Counterparty is an intended
beneficiary of this Supplement; provided that any action to be taken to enforce
the terms of Supplement against the Seller or the Servicer shall be taken by the
Trustee for the benefit of the holders of the Series 2007-1 Certificates and the
Hedge Counterparty as their interests appear.
77
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this
Series 2007-1 Supplement to be duly executed by their respective officers as of
the day and year first above written.
CHARMING SHOPPES RECEIVABLES CORP.,
Seller
By:______________________________________
Name:
Title:
SPIRIT OF AMERICA, INC.
Servicer
By: ______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION,
Trustee
By: ______________________________________
Name:
Title:
S-1
EXHIBIT A-1
[REGULATION S TEMPORARY BOOK-ENTRY CERTIFICATE]1
[RESTRICTED BOOK-ENTRY CERTIFICATE]2
FORM OF CLASS A-1 CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT (A "QUALIFIED INSTITUTIONAL BUYER") THAT
IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE SERIES
2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON U.S. PERSON IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT OF NOT LESS THAN
$100,000, SUBJECT TO THE
SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE
SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS
CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH PURCHASER OF A DEFINITIVE
CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION
16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING
WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO
TRANSFER ANY