OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 16(C) OF THE SERIES 2007-1
SUPPLEMENT.
ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A PERSON WHO
TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK ENTRY
CERTIFICATE ONLY UPON RECEIPT BY THE CERTIFICATE REGISTRAR OF (A) A TRANSFER
CERTIFICATE FROM THE TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED IN THE
SERIES 2007-1 SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH THE
APPLICABLE PROCEDURES UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE
EUROCLEAR SYSTEM AND/OR CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S BOOK
ENTRY CERTIFICATE).]4
NEITHER THE OWNER NOR SUCH ACCOUNT WAS FORMED FOR THE PURPOSE OF ACQUIRING ANY
CERTIFICATES (UNLESS THE TRUST, IN ITS SOLE DISCRETION AND WITH THE ADVICE OF
COUNSEL IN RESPECT OF U.S. SECURITIES LAWS, EXPRESSLY OTHERWISE PERMITS). THE
OWNER AND EACH SUCH ACCOUNT AGREES THAT IT SHALL NOT HOLD SUCH CERTIFICATES FOR
THE BENEFIT OF ANY OTHER PERSON AND SHALL BE THE SOLE BENEFICIAL OWNER THEREOF
FOR ALL PURPOSES AND THAT IT SHALL NOT SELL PARTICIPATION INTERESTS IN THE
CERTIFICATES OR ENTER INTO ANY OTHER ARRANGEMENT PURSUANT TO WHICH ANY OTHER
PERSON SHALL BE ENTITLED TO A BENEFICIAL INTEREST IN THE DISTRIBUTIONS ON THE
CERTIFICATES. THE OWNER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER OF
THE CERTIFICATES TO AN OWNER THAT DOES NOT COMPLY WITH THE REQUIREMENTS
HEREOF
SHALL BE NULL AND VOID AB INITIO. THE OWNER UNDERSTANDS THAT IN THE
EVENT THAT AT ANY TIME THE TRUSTEE HAS DETERMINED, OR THE TRUST NOTIFIES THE
TRUSTEE THAT THE TRUST HAS DETERMINED, THAT SUCH PURCHASE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS SET FORTH IN SECTION
16(C)(I) OF THE SERIES 2007-1 SUPPLEMENT, THEN THE TRUSTEE SHALL CONSIDER THE
ACQUISITION OF THE RELATED CERTIFICATE VOID AND REQUIRE THAT THE RELATED
CERTIFICATE BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Charming Shoppes
Receivables Corp. or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as requested by an authorized representative of DTC (and 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.
3
Insert for Regulation S Certificates only.
4
Insert for Restricted Book Entry Certificates only.
A-3
No. __
Up to [$
]
CUSIP No.
[ISIN No. _]
CHARMING SHOPPES MASTER TRUST
ASSET BACKED CERTIFICATE, SERIES 2007-1, CLASS A-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of credit card receivables