TO SUCH ASSETS, OR (3) ANY AFFILIATE
OF SUCH PERSON, AND WOULD NOT OTHERWISE BE DISREGARDED UNDER 29 C.F.R. SECTION
2510.3-101(F)(1).
BY ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN), EACH PURCHASER AND
TRANSFEREE THAT IS A NON-U.S. OR GOVERNMENTAL PLAN WILL BE DEEMED TO REPRESENT,
WARRANT AND COVENANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE (OR INTEREST HEREIN) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER, OR A VIOLATION OF, ANY APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE.
[THIS GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF
REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL CERTIFICATE
NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE SERIES 2007-1 SUPPLEMENT.
NO BENEFICIAL OWNERS OF THIS TEMPORARY
GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
TERMS OF THE SERIES 2007-1 SUPPLEMENT.]3
[EACH PURCHASER 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
3
Insert for Regulation S Certificates only.
4
Insert for Restricted Book Entry Certificates only.
M-2
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 HEREIN IN
SECTION 16(C)(I) OF THE SERIES 2007-1 SUPPLEMENT, THEN THE TRUSTEE SHALL
CONSIDER THE ACQUISITION OF