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 RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE
CONTRARY TO THE TRUST, THE TRUSTEE OR ANY INTERMEDIARY.
IF AT ANY TIME THE
TRUST DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN
SUCH CERTIFICATE OR DEFINITIVE CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES
2007-1 SUPPLEMENT, THE TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE
OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR
SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST.
1
Insert for Regulation S Certificates only.
2
Insert for Restricted Book-Entry Certificates only.
M-1
BY ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN) EACH PURCHASER AND
TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (I) IT
IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF (A) AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF
ERISA, (B) A "PLAN" AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (C) AN ENTITY DEEMED TO HOLD
THE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A "BENEFIT PLAN INVESTOR") OR
(II) IT IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE (OR INTEREST HEREIN)
WITH THE ASSETS OF ITS GENERAL ACCOUNT AND, AT THE TIME OF ACQUISITION AND
THROUGHOUT THE PERIOD OF HOLDING, (A) IT SATISFIES ALL OF THE CONDITIONS OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60; (B) LESS THAN 25% OF THE ASSETS OF
THE GENERAL ACCOUNT ARE OR REPRESENT ASSETS OF BENEFIT PLAN INVESTORS; AND (C)
IT IS NOT (1) THE ISSUER, (2) A PERSON WHO HAS DISCRETIONARY AUTHORITY OR
CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE
FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT