exhibit104oct172007.htm


    
      
         

      

      
         

        
          

        

      

      
         

              

                  EXHIBIT
            10.4      
    

      

    


    
      


    

    
      

      

    

    


    


    CERTIFICATE
      PURCHASE AGREEMENT

     

    among

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

    as
      Trustee

     

    CHARMING
      SHOPPES RECEIVABLES CORP.,

     

    as
      Seller

     

    SPIRIT
      OF
      AMERICA, INC.,

     

    as
      Servicer

     

    and

     

    THE
      CLASS
      C HOLDERS DESCRIBED HEREIN

     

    


    


    dated
      as
      of October 17, 2007

     

    
      


      
        

        

      

    


    
      
         

      

      
         

        
          

        

      

      
         

              

                  TABLE
            OF CONTENTS      
      

      

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              SECTION
                1.1

            	
              Defined
                Terms

            	
              1

            
	 	 	 
	
              SECTION
                1.2

            	
              Other
                Definitional Provisions

            	
              6

            
	 	 	 
	
              ARTICLE
                II

            	
              AMOUNT
                AND TERMS OF CLASS C CERTIFICATE

            	
              6

            
	 	 	 
	
              SECTION
                2.1

            	
              Purchase

            	
              6

            
	 	 	 
	
              SECTION
                2.2

            	
              Distributions

            	
              6

            
	 	 	 
	
              SECTION
                2.3

            	
              Interest
                Rate; Payment Dates

            	
              7

            
	 	 	 
	
              SECTION
                2.4

            	
              Payments

            	
              8

            
	 	 	 
	
              SECTION
                2.5

            	
              Class
                C Spread Account

            	
              8

            
	 	 	 
	
              SECTION
                2.6

            	
              Nonrecourse
                and Recourse Obligations; Obligations Absolute

            	
              9

            
	 	 	 
	
              SECTION
                2.7

            	
              Indemnification

            	
              9

            
	 	 	 
	
              SECTION
                2.8

            	
              Increased
                Cost, Reduced Return and Taxes

            	
              11

            
	 	 	 
	
              ARTICLE
                III

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER AND SERVICER

            	
              13

            
	 	 	 
	
              SECTION
                3.1

            	
              Representations
                and Warranties of the Servicer

            	
              13

            
	 	 	 
	
              SECTION
                3.2

            	
              Representations
                and Warranties of the Seller

            	
              15

            
	 	 	 
	
              ARTICLE
                IV

            	
              CONDITIONS
                PRECEDENT

            	
              17

            
	 	 	 
	
              SECTION
                4.1

            	
              Representations
                and Warranties

            	
              17

            
	 	 	 
	
              SECTION
                4.2

            	
              Documents

            	
              17

            
	 	 	 
	
              SECTION
                4.3

            	
              Related
                Agreements

            	
              17

            
	 	 	 
	
              SECTION
                4.4

            	
              Accountants’
                Letter

            	
              17

            
	 	 	 
	
              SECTION
                4.5

            	
              Certificate
                Issuance

            	
              17

            
	 	 	 
	
              SECTION
                4.6

            	
              Officer’s
                Certificates

            	
              17

            
	 	 	 
	
              SECTION
                4.7

            	
              Spread
                Account

            	
              18

            
	 	 	 
	
              SECTION
                4.8

            	
              Certificate
                Rating

            	
              18

            
	 	 	 
	
              SECTION
                4.9

            	
              The
                Trustee

            	
              18

            
	 	 	 
	
              SECTION
                4.10

            	
              Additional
                Documents

            	
              18

            
	 	 	 
	
              ARTICLE
                V

            	
              COVENANTS
                OF THE SELLER AND SERVICER

            	
              18

            
	 	 	 
	
              SECTION
                5.1

            	
              Certificates

            	
              18

            
	 	 	 
	
              SECTION
                5.2

            	
              Monthly
                Status Reports

            	
              18

            


    


    
      
              
        

          
            	 	
                    -i-

                  	 


          
  

         

      

      
         

        
          

        

      

      
         

              

          TABLE
            OF CONTENTS      

          (continued)

              

        

      

    


    


     

    
      	 	 	
              Page

            
	 	 	 
	
              SECTION
                5.3

            	
              Servicer
                Default

            	
              19

            
	 	 	 
	
              SECTION
                5.4

            	
              Reassignment
                of Certificates

            	
              19

            
	 	 	 
	
              SECTION
                5.5

            	
              Rule
                144A Information

            	
              19

            
	 	 	 
	
              SECTION
                5.6

            	
              Seller
                Financial Information; Other Information; Confidentiality

            	
              19

            
	 	 	 
	
              SECTION
                5.7

            	
              Class
                C Holders’ Identities

            	
              19

            
	 	 	 
	
              SECTION
                5.8

            	
              Amendments
                and Modifications

            	
              20

            
	 	 	 
	
              SECTION
                5.9

            	
              Trigger
                Increase Event

            	
              21

            
	 	 	 
	
              SECTION
                5.10

            	
              Liens

            	
              21

            
	 	 	 
	
              SECTION
                5.11

            	
              Discount
                Option Receivables

            	
              21

            
	 	 	 
	
              SECTION
                5.12

            	
              Access

            	
              21

            
	 	 	 
	
              SECTION
                5.13

            	
              Performance
                of Agreements

            	
              21

            
	 	 	 
	
              SECTION
                5.14

            	
              Payments

            	
              21

            
	 	 	 
	
              SECTION
                5.15

            	
              Further
                Actions

            	
              22

            
	 	 	 
	
              SECTION
                5.16

            	
              Class D
                Cancellation

            	
              22

            
	 	 	 
	
              ARTICLE
                VI

            	
              REPRESENTATIONS,
                WARRANTIES AND COVENANTS OF THE
                INITIAL CLASS C HOLDERS AND THE TRUSTEE

            	
              22

            
	 	 	 
	
              SECTION
                6.1

            	
              Representations,
                Warranties and Covenants of the Class C Holders

            	
              22

            
	 	 	 
	
              SECTION
                6.2

            	
              Representations,
                Warranties and Covenants of the Trustee

            	
              23

            
	 	 	 
	
              ARTICLE
                VII

            	
              MISCELLANEOUS

            	
              24

            
	 	 	 
	
              SECTION
                7.1

            	
              Amendments
                and Waivers

            	
              24

            
	 	 	 
	
              SECTION
                7.2

            	
              Servicer
                Transfer

            	
              24

            
	 	 	 
	
              SECTION
                7.3

            	
              Fees
                and Expenses

            	
              24

            
	 	 	 
	
              SECTION
                7.5

            	
              No
                Waiver

            	
              25

            
	 	 	 
	
              SECTION
                7.6

            	
              Severability

            	
              25

            
	 	 	 
	
              SECTION
                7.7

            	
              Termination

            	
              25

            
	 	 	 
	
              SECTION
                7.8

            	
              Transfer
                Restrictions

            	
              25

            
	 	 	 
	
              SECTION
                7.9

            	
              Notices

            	
              26

            
	 	 	 
	
              SECTION
                7.10

            	
              Survival
                of Representations and Warranties

            	
              27

            
	 	 	 
	
              SECTION
                7.11

            	
              Exclusive
                Benefit

            	
              27

            


    


    
      
              
        

          
            	 	
                    -ii-

                  	 


          
      

         

      

      
         

        
          

        

      

      
         

              

          TABLE
            OF CONTENTS

          (continued)

           

        

      

    


     

    
      	 	 	
              Page

            
	 	 	 
	
              SECTION
                7.12

            	
              Limitation
                of Remedies

            	
              27

            
	 	 	 
	
              SECTION
                7.13

            	
              Counterparts

            	
              27

            
	 	 	 
	
              SECTION
                7.14

            	
              Entire
                Agreement

            	
              28

            
	 	 	 
	
              SECTION
                7.15

            	
              Headings

            	
              28

            
	 	 	 
	
              SECTION
                7.16

            	
              Nonpetition
                Agreement

            	
              28

            
	 	 	 
	
              SECTION
                7.17

            	
              Waiver
                of Jury Trial

            	
              28

            
	 	 	 
	
              SCHEDULE
                I

            	
              Initial
                Class C Holders

            	 
	
              SCHEDULE
                II

            	
              Conditions
                Precedent

            	 
	
              EXHIBIT
                A

            	
              Form
                of Monthly Report

            	 
	
              EXHIBIT
                B

            	
              Form
                of Purchaser Representation Letter

            	 


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
              
        

          
            	 	
                    -iii-

                  	 


          
        

         

      

      
         

        
          

        

      

      
         

      

    


    CERTIFICATE
      PURCHASE AGREEMENT, dated as of October 17, 2007, among U.S. BANK NATIONAL
      ASSOCIATION, as trustee (together with its successors and assigns, the
“Trustee”) for the Charming Shoppes Master Trust (the “Trust”),
      SPIRIT OF AMERICA, INC., a Delaware corporation (“Spirit, Inc.”), as
      Servicer, CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation
      (“CSRC”), as Seller, and the purchasers of the Class C Certificates
      named on the signature pages of this Agreement (each an “Initial Class C
      Holder”; and together with its permitted transferees, a “Class C
      Holder”).

     

    WHEREAS
      the Seller, the Servicer and the Trustee have entered into a Second Amended
      and
      Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as
      heretofore amended by amendments thereto, and as the same may from time to
      time
      be further amended, modified or otherwise supplemented, the “Pooling and
      Servicing Agreement”), for the Trust and the Series 2007-1 Supplement, dated
      as of October 17, 2007 to the Pooling and Servicing Agreement (as the same
      may
      from time to time be amended, modified or otherwise supplemented, the
“Supplement”); and

     

    WHEREAS
      the Initial Class C Holders have agreed to purchase the Class C Certificates
      provided for herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, and other
      good and valuable consideration, the receipt and adequacy of which are hereby
      expressly acknowledged, the parties hereto agree as follows:

     

    ARTICLE
      I

    


    Definitions

     

    SECTION
      1.1  Defined
      Terms.  Unless otherwise defined herein, all terms used herein
      which are defined in the Pooling and Servicing Agreement or the Supplement
      shall
      have the meanings assigned thereto in the Pooling and Servicing Agreement or
      the
      Supplement, as the case may be, and the following terms shall have the following
      meanings:

     

    “Act”
      shall mean the Securities Act of 1933, as amended.

     

    “Administrator”
      shall mean State Street Global Markets, LLC and its successors and
      assigns.

     

    “Agreement”
      shall mean this Certificate Purchase Agreement, as amended, supplemented or
      otherwise modified from time to time.

     

    “Available
      Amounts” shall mean, with respect to each Distribution Date, sum of
      Available Interest Amounts and Available Principal Amounts, in each case, as
      of
      such Distribution Date.

     

    “Available
      Interest Amounts” shall mean, with respect to each Distribution Date, the
      sum of (a) the amounts distributed by the Servicer or the Trustee (acting in
      accordance with instructions of the Servicer) for application under this
      Agreement pursuant to Section 4.11(h) and 4.11(l) of Article
      IV under Section 8 of the Supplement plus (b) Investment Earnings, if
      any,

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    available
      to be paid from the Class C Spread Account pursuant to Section 2.5 plus
      (c) amounts paid to the Trust pursuant to the Class C Cap.

     

    “Available
      Principal Amounts” shall mean, with respect to each Distribution Date, an
      amount equal to the amount distributed by the Servicer or the Trustee (acting
      in
      accordance with instructions of the Servicer) for application under this
      Agreement pursuant to Section 4.9(f)(i), 4.9(g)(iv) or
4.9(g)(vi) of Article IV under Section 8 of the
      Supplement.

     

    “Class
      C Additional Interest” shall mean, on any Distribution Date, an amount equal
      to the product of (i) (A) a fraction, the numerator of which is the actual
      number of days in the related Interest Period and the denominator of which
      is
      360, times (B) the sum of the applicable Class C Certificate Rate in
      effect on such Distribution Date and 1% times (ii) any Class C Deficiency
      Amounts from the prior Distribution Date (or the portion thereof which has
      not
      theretofore been paid to the Class C Holders).

     

    “Class
      C Certificate Rate” shall mean LIBOR plus the “Applicable Spread” as
      defined in the Class C Fee Letter.

     

    “Class
      C Expected Final Payment Date” shall mean the February 2013 Distribution
      Date.

     

    “Class
      C Fee Letter” shall mean the fee letter dated as of the date hereof among
      the Seller, the Servicer and the Class C Holders.

     

    “Class
      C Holders” shall have the meaning assigned thereto to in the preamble to
      this Agreement.

     

    “Class
      C Reduction Amount” shall mean, on any day, the aggregate unreimbursed
      amount by which the Class C Investor Interest has been reduced below the Class
      C
      Initial Investor Interest for reasons other than the payment of principal to
      the
      Class C Holders.

     

    “Class
      C Reduction Rate” shall mean, on any day, the applicable Class C
      Certificate Rate in effect on such Distribution Date plus the “Reduction
      Spread” as defined in the Class C Fee Letter.

     

    “Closing
      Date” shall mean October 17, 2007.

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to
      time.

     

    “Commercial
      Paper” shall mean the commercial paper promissory notes issued by a
      Structured Holder in the commercial paper market.

     

    “Commission”
      shall mean the Securities and Exchange Commission.

     

    “Credit
      Agreement” shall mean any agreement (other than the Liquidity Agreement) now
      or hereafter entered into by a Structured Holder providing for the issuance
      of
      one or more letters of credit for the account of such Structured Holder, the
      making of loans to such Structured Holder or any other extensions of credit
      to
      or for the account of such Structured Holder to support all or any part of
      such
      Structured Holder’s payment obligations under its Commercial

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    Paper
      or
      to provide an alternate means of funding such Structured Holder’s investments in
      accounts receivable or other financial assets, in each case as amended,
      supplemented or otherwise modified from time to time.

     

    “CSRC”
      has the meaning assigned thereto in the preamble.

     

    “Dollars”
      and “$” shall mean dollars in lawful currency of the United States of
      America.

     

    “Excess
      Yield Percentage” shall mean, with respect to any Distribution Date, the
      result (expressed as a percentage) of a fraction, the numerator of which is
      the
      product of (a) the Excess Spread for such Distribution Date, minus
      (i) the Shared Excess Finance Charge Collections from Series other than
      Series 2007-1 included in the calculation of Excess Spread for such
      Distribution Date and (ii) the sum of (A) amounts required to be applied
      pursuant to Sections 4.11(a) through (q) of the Supplement (other
      than Section 4.11(l))plus (B) the amounts required to be applied
      pursuant to Sections 2.2(b)(ii) through 2.2(b)(iv) of this
      Agreement times (b) twelve, and the denominator of which is the Series Investor
      Interest for such Distribution Date.

     

    “Expense
      Cap” shall have the meaning set forth in the Class C Fee
      Letter.

     

    “Foreign”
      shall mean, with respect to any Funding Source that is an assignee or
      participant of a Structured Holder, any Person not organized under the laws
      of
      the United States, one of the states thereof, or the District of
      Columbia.

     

    “Funding
      Agreement” shall mean any agreement or instrument executed by any Funding
      Source with or for the benefit of a Structured Holder.

     

    “Funding
      Source” shall mean any insurance company, bank or other financial
      institution providing liquidity, credit enhancement or back-up purchase support
      or facilities to a Structured Holder in respect of commercial paper issued
      by
      such Structured Holder, the proceeds of which were used to fund the Class C
      Investor Interest.

     

    “GAAP”
      shall mean United States generally accepted accounting principles.

     

    “Indemnifying
      Party” shall have the meaning assigned thereto in Section 2.7(b)
      of this Agreement.

     

    “Indemnitee”
      shall have the meaning assigned thereto in Section 2.7(a) of this
      Agreement.

     

    “Initial
      Class C Holder” shall have the meaning assigned thereto in the preamble of
      this Agreement.

     

    “Insolvency
      Event” shall mean, with respect to any Person, that any proceeding shall be
      instituted by or against such Person seeking to adjudicate it a bankrupt or
      insolvent, or seeking liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief, conservatorship or composition of it or its
      debts under any law relating to bankruptcy, insolvency or reorganization or
      relief of debtors, or seeking the entry of an order for relief or
      the

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    appointment
      of a receiver, trustee, custodian, conservator, sequestrator or other similar
      official for it or for any substantial part of its property.

     

    “Investment
      Earnings” shall mean, with respect to any Distribution Date, all earnings on
      Class C Spread Account investments (net of losses and investment expenses)
      during the Interest Period ending on such Distribution Date.

     

    “Liquidity
      Agreement” shall mean each of those certain Liquidity Asset Purchase
      Agreements, dated as of October 17, 2007, among State Street Bank and Trust
      Company, as Liquidity Agent, the Administrator, the Initial Class C Holder
      named
      therein and each of the purchasers party thereto, as amended from time to
      time.

     

    “Monthly
      Payment Percentage” shall mean, for any Due Period, the percentage
      equivalent of a fraction, the numerator of which is an amount equal to the
      aggregate Collections received during such Due Period and the denominator of
      which is the aggregate Outstanding Balance of all Receivables as of the close
      of
      business on the last day of the immediately preceding Due Period.

     

    “Proposed
      Transfer” shall have the meaning assigned thereto in Section
      7.8(c).

     

    “Regulation
      D” shall mean Regulation D of the Federal Reserve Board, or any other
      regulation of the Federal Reserve Board that prescribes reserve requirements
      applicable to nonpersonal time deposits or “Eurocurrency Liabilities” as
      presently defined in Regulation D, as in effect from time to time.

     

    “Regulatory
      Change” shall mean, relative to any Funding Source:

     

    (a)           any
      change in (or the adoption, implementation, phase-in or commencement of
      effectiveness of) any

     

    (i)           United
      States federal or state law or foreign law applicable to such Funding
      Source;

     

    (ii)           regulation,
      interpretation, directive, requirement or request (whether or not having the
      force of law) applicable to such Funding Source of (A) any court, government
      authority charged with the interpretation or administration of any law referred
      to in clause (a)(i) or (B) any fiscal, monetary or other authority having
      jurisdiction over such Funding Source; or

     

    (iii)           generally
      accepted accounting principles or regulatory accounting principles applicable
      to
      such Funding Source and affecting the application to such Funding Source of
      any
      law, regulation, interpretation, directive, requirement or request referred
      to
      in clause (a)(i) or (a)(ii) above; or

     

    (b)           any
      change in the application to such Funding Source of any existing law,
      regulation, interpretation, directive, requirement, request or accounting
      principles referred to in clause (a)(i), (a)(ii) or
(a)(iii) above.

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    “Repayment
      Amount” shall mean, as of any date, amounts owed to the Class C Holders
      hereunder or under the Supplement.

     

    “Required
      Class C Holders” shall mean Holders of Class C Certificates
      representing more than 50% of the Class C Investor Interest.

     

    “Required
      Class C Spread Amount” shall have the meaning given in the Class C Fee
      Letter.

     

    “Senior
      Certificate Purchase Agreement” shall mean the Certificate Purchase
      Agreement dated as of October 10, 2007, among the Seller, the Servicer, Fashion
      Service Corp. and Barclays Capital Inc., relating to offer and sale of the
      Class
      A Certificates, the Class M Certificates and the Class B
      Certificates.

     

    “Spirit,
      Inc.” has the meaning assigned thereto in the preamble.

     

    “State
      Street Related Party” shall mean State Street Bank and Trust Company, each
      Initial Class C Holder and any other Structured Holder owned or
      administered by State Street Bank and Trust Company or the
      Administrator.

     

    “Structured
      Holder” shall mean each Initial Class C Holder and any other Class C Holder
      the principal business of which consists of issuing commercial paper promissory
      notes to fund its acquisition and maintenance of receivables, accounts,
      instruments, chattel paper, general intangibles and other similar assets or
      interests therein and which is required by any nationally recognized rating
      agency which is rating such Commercial Paper to obtain from its principal
      debtors an agreement such as that set forth in Section 7.16(b) of this
      Agreement in order to maintain such rating.

     

    “Taxes”
      shall mean, in the case of any Funding Source that is an assignee or participant
      of a Structured Holder, taxes, levies, imposts, deductions, charges,
      withholdings and liabilities, now or hereafter imposed, levied, collected,
      withheld or assessed by any country (or any political subdivision thereof),
      excluding income or franchise taxes imposed on it by (i) the jurisdiction under
      the laws of which such Funding Source is organized (or by any political
      subdivision thereof), (ii) any jurisdiction in which an office of such Funding
      Source funding the Class C Investor Interest is located (or any political
      subdivision thereof), or (iii) any jurisdiction in which such Funding Source
      is
      already subject to tax.

     

    “Three
      Month Excess Yield Percentage” shall mean, with respect to any Distribution
      Date, the average of the Excess Yield Percentages for the most recent three
      Distribution Dates, including such Distribution Date (or, if less than three
      Distribution Dates have occurred since the Closing Date, for such Distribution
      Dates as shall have occurred).

     

    “Trigger
      Increase Event” shall have the meaning given in the Class C Fee
      Letter.

     

    “Trust”
      has the meaning assigned thereto in the preamble.

     

    “Trustee”
      has the meaning assigned thereto in the preamble.

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    Other
      Definitional Provisions.

     

    (a)  Unless
      otherwise specified therein, all terms defined in this Agreement shall have
      the
      defined meanings when used in any certificate or other document made or
      delivered pursuant hereto.

     

    (b)  As
      used
      herein and in any certificate or other document made or delivered pursuant
      hereto, accounting terms not defined in Section 1.1 and accounting terms
      partly defined in Section 1.1, to the extent not defined, shall have the
      respective meanings given to them under GAAP.

     

    (c)  The
      words
“hereof,” “herein” and “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement; and Section, subsection, Schedule, Attachment
      and
      Exhibit references are to this Agreement, unless otherwise
      specified.  The words “including” and “include” shall be deemed to be
      followed by the words “without limitation.”

     

    ARTICLE
      II

     

    Amount
      and Terms of Class C Certificate

     

    SECTION
      2.1  Purchase.  (a)
      Subject to terms and conditions hereof, each Initial Class C Holder hereby
      agrees to purchase on the Closing Date a Class C Certificate in a principal
      amount equal to the amount set forth opposite its name in Schedule I hereto
      for a purchase price equal to 100% of such principal amount.

     

    (b)  Except
      as
      otherwise set forth herein, all rights of any Class C Holder with respect to
      any
      Class C Certificate shall be governed by the Pooling and Servicing Agreement
      and
      the Supplement.

     

    SECTION
      2.2  Distributions.  On
      each Distribution Date, the Trustee (at the direction of the Servicer and upon
      receipt of the report substantially in the form of Exhibit A hereto to be
      delivered to each Class C Holder on the related Determination Date) shall
      distribute Available Amounts with respect to such date to the following Persons
      in the order of priority listed below:

     

    (a)  Available
      Principal Amounts, if any, shall be distributed to the Class C Holders to pay
      Class C Monthly Principal, if any, on such Distribution Date.

     

    (b)  Available
      Interest Amounts shall be distributed as follows:

     

    (i)  an
      amount
      equal to Class C Monthly Interest for such Distribution Date shall be
      distributed to the Class C Holders;

     

    (ii)  an
      amount
      equal to the lesser of (A) any amounts remaining after the payment made pursuant
      to clause (i) above and (B)(I) any Class C Deficiency Amount for such
      Distribution Date plus (II) any Class C Additional Interest for such
      Distribution Date (and any Class C Additional Interest previously payable
      pursuant to this clause (ii) but not paid on a prior Distribution Date)
      shall be distributed to the Class C Holders;

     


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    (iii)  an
      amount
      equal to the lesser of (A) any amounts remaining after the payments made
      pursuant to clauses (i) and (ii) above and (B) an amount equal to
      the sum of any amounts owed to the Class C Holders or any Funding Source
      pursuant to the Class C Fee Letter or Section 2.7, 2.8 or
7.3 hereof shall be distributed to the Class C Holders;

     

    (iv)  an
      amount
      equal to the lesser of (A) any amounts remaining after the payments made
      pursuant to clauses (i) through (iii) above and (B) an amount
      equal to the sum of (1) the product of (x) the Class C Reduction Amount as
      of
      the most recently preceding Distribution Date times (y) the Class C
      Reduction Rate, times (z) a fraction, the numerator of which is the
      actual number of days in the related Interest Period and the denominator of
      which is 360 and (2) any amounts payable pursuant to this subclause (iv)
      on a prior Distribution Date and not so paid;

     

    (v)  an
      amount
      equal to the lesser of (A) any amounts remaining after the payments made
      pursuant to clauses (i) through (iv) above and (B) on any
      Distribution Date occurring during the Early Amortization Period, an amount
      equal to the outstanding Class C Reduction Amount on such Distribution Date,
      if
      any, shall be distributed to the Class C Holders, it being understood that
      the
      aggregate amount distributed to the Class C Holders pursuant to Section
      2.2(a) and this subclause (v) shall not exceed the Class C Initial
      Investor Interest;

     

    (vi)  an
      amount
      equal to the lesser of (A) any amounts remaining after the payments made
      pursuant to clauses (i) through (v) above and (B) an amount equal
      to the excess, if any, of the Required Class C Spread Amount over the amount
      on
      deposit in the Class C Spread Account shall be transferred to the Class C Spread
      Account; and

     

    (vii)  an
      amount
      equal to the amounts remaining after the payments made pursuant to clauses
      (i) through (vi) above shall be paid to the holder of the
      Exchangeable Seller Certificate.

     

    (c)  In
      order
      to effect the distributions required to be made under this Section 2.2,
      this Agreement hereby requires that amounts be paid pursuant to Section
      4.11(l) of Article IV under Section 8 of the Supplement, in
      each case to the extent funds are available for such payment under the terms
      of
      the Supplement, to be used to fund amounts described in Section
      2.2(b).

     

    SECTION
      2.3  Interest
      Rate; Payment Dates.

     

    (a)  The
      Class
      C Investor Interest shall bear interest at the applicable Class C Certificate
      Rate.

     

    (b)  The
      Class
      C Reduction Amount shall bear interest at the applicable Class C Reduction
      Rate.

     

    (c)  Class
      C
      Monthly Interest, Class C Deficiency Amounts, Class C Additional Interest
      and Class C Monthly Principal shall be payable on each Distribution Date,
      as provided in Section 2.2 hereof and the Supplement.

     


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    SECTION
      2.4  Payments.  On
      or prior to 10:00 a.m., New York City time, on each Distribution Date, the
      Servicer shall deliver instructions to the Trustee regarding all payments to
      be
      made hereunder on such Distribution Date.  All payments to be made on
      behalf of the Trust hereunder, whether on account of principal, interest, or
      otherwise, shall be made without setoff or counterclaim and shall be made prior
      to 2:30 p.m., New York City time, on the due date thereof, to each Class C
      Holder in accordance with the terms of the Pooling and Servicing Agreement
      and
      the Supplement.

     

    SECTION
      2.5  Class
      C Spread Account.  (a) The Servicer, for the benefit of the
      Class C Holders, shall establish and maintain or cause to be established and
      maintained, a spread account (the “Class C Spread Account”) for the sole
      and exclusive benefit of the Class C Holders and, after payment in full of
      the
      Class C Investor Interest, the Holder of the Exchangeable Seller
      Certificate.  The Class C Spread Account shall be established and
      maintained with the Trustee, bearing a designation clearly indicating that
      the
      funds deposited therein are held exclusively for the benefit of the Class C
      Holders and, after payment in full of the Class C Investor Interest, the Holder
      of the Exchangeable Seller Certificate.  The Trustee shall possess all
      right, title and interest in all funds on deposit from time to time in the
      Class
      C Spread Account and in all proceeds thereof for the benefit of the Class C
      Holders and upon payment in full of the Class C Investor Interest, the Holder
      of
      the Exchangeable Seller Certificate.  The Class C Spread Account shall
      be under the sole dominion and control of the Trustee for the benefit of the
      Class C Holders and upon payment in full of the Class C Investor Interest,
      the
      Holder of the Exchangeable Seller Certificate.  If, at any time, the
      Class C Spread Account ceases to be established and maintained with the Trustee,
      the Trustee (or the Servicer on its behalf) shall on or before the next
      Distribution Date (or if such Distribution Date is not more than five Business
      Days from such date, the following Distribution Date) establish a new deposit
      account for the Class C Spread Account which shall be established and maintained
      with a Qualified Depository Institution and shall transfer any cash and/or
      any
      investments to such new deposit account and from the date such new account
      is
      established, it shall be the Class C Spread Account.  The Trustee at
      the written direction of the Servicer (or the Servicer on the Trustee’s behalf)
      shall make withdrawals from the Class C Spread Account from time to time for
      the
      purposes set forth in this Section 2.5.  Funds on deposit
      in the Class C Spread Account shall be invested at the written direction of
      the
      Servicer by the Trustee in Permitted Investments.  All such
      investments shall be held by the Trustee for the benefit of the Class C Holders
      (and upon payment in full of the Class C Investor Interest, the Holder of the
      Exchangeable Seller Certificate); provided that on each Distribution
      Date, the Trustee shall (upon the written instruction of the Servicer and in
      accordance with the information set forth in Exhibit A) apply all
      interest and other investment earnings (net of losses and investment expenses)
      as Available Interest Amounts, to the extent such interest and earnings together
      with other funds in the Class C Spread Account exceed the Required Class C
      Spread Amount, as provided in Section 2.2).  Funds on deposit
      in the Class C Spread Account shall be invested in Permitted Investments having
      maturities such that such funds will be available not later than the succeeding
      Distribution Date.

     

    (b)  If
      on any
      Distribution Date the aggregate amount available for distribution pursuant
      to
Section 2.2 on such Distribution Date is less than the aggregate
      amount required to be distributed pursuant to Sections 2.2 (b)(i) through
(v), then the Servicer shall direct the Trustee to withdraw the
      amount of
      such deficiency, up to the amount available in the Class C

     


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    Spread
      Account, from the Class C Spread Account and apply such amount in the order
      of
      priority and in the manner set forth in Sections 2.2 (b)(i) through
(v).

     

    (c)  If
      on any
      Distribution Date, after giving effect to all withdrawals from and deposits
      to
      the Class C Spread Account, including any withdrawals required under
paragraph (b) above, the amount on deposit in the Class C Spread
      Account would exceed the Required Class C Spread Amount, then such excess shall
      be distributed on such date to the Holder of the Exchangeable Seller
      Certificate.  On the date on which the Class C Investor Interest has
      been reduced to zero and all other amounts owing to the Class C Holders
      hereunder and under the Supplement have been paid in full, the Servicer shall
      direct the Trustee to distribute all amounts then remaining in the Class C
      Spread Account to the Holder of the Exchangeable Seller
      Certificate.

     

    SECTION
      2.6  Nonrecourse
      and Recourse Obligations; Obligations Absolute.  Except as
      provided in Section 2.7, notwithstanding any provision in any other
      Section of this Agreement to the contrary, the obligation to pay the Repayment
      Amount shall be without recourse to (i) the Seller, the Servicer, the Trustee,
      any Certificateholder, any Certificate Owner, any Receivables Purchaser or
      any
      Purchaser Representative or (ii) any affiliate, officer, director, employee
      or
      agent of any Person described in clause (i), and the obligation to pay
      such amounts hereunder shall be limited solely to the application of Available
      Amounts, as described in Section 2.2 hereof, and withdrawals from the
      Class C Spread Account as described in Section 2.5 hereof, in the Pooling
      and Servicing Agreement and the Supplement, which amounts shall be subordinated
      to the rights of other Investor Certificateholders as provided herein and in
      the
      Pooling and Servicing Agreement and the Supplement.

     

    SECTION
      2.7  Indemnification.  (a)
      The Trust, acting through the Trustee (and at the direction of the Servicer),
      but only to the extent funds are available therefor under Section 2.2 and
Section 2.5, the Seller and the Servicer agree to indemnify and hold
      harmless each Class C Holder and any director, officer, employee, representative
      or agent of such Class C Holder (each such Person being an “Indemnitee”)
      from and against any and all claims, damages, losses, liabilities, costs or
      expenses (including reasonable fees and expenses of counsel) whatsoever (other
      than claims for payment of Class C Monthly Interest, Class C
      Deficiency Amounts and Class C Monthly Principal) which the Indemnitee may
      incur (or which may be claimed against the Indemnitee) by reason of or in
      connection with (i) the execution and delivery of payment under, this Agreement
      or the Class C Investor Interest or (ii) the transactions contemplated hereby,
      except (A) to the extent that any such claim, damage, loss, liability, cost
      or
      expense shall be caused by the willful misconduct or gross negligence of the
      Indemnitee in performing its obligations under this Agreement or a Class C
      Certificate, (B) to the extent that any such claim, damage, loss, liability,
      cost or expense relates to any income or franchise tax based on the net income
      of such Class C Holder or any other tax upon or measured by income, gross
      receipts, assets or capital of such Class C Holder imposed by the United States
      of America or by any state, locality or foreign jurisdiction in which such
      Class
      C Holder maintains an office or permanent establishment or is otherwise doing
      business or (C) as provided in Section 7.3 hereof.  If an
      Indemnitee has a claim for indemnification pursuant to this Section 2.7
      arising from (i) any representation and warranty of the Seller or the
      Servicer made herein or in the Pooling and Servicing Agreement being incorrect
      in any material respect when made, (ii) noncompliance by the Seller or the
      Servicer with the terms and provisions of this Agreement, the Pooling
      and

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    Servicing
      Agreement or the Supplement or (iii) the amounts of any Class C Reduction
      Amount, to the extent such amounts represent amounts which the Seller or the
      Servicer failed to deposit in the Collection Account in accordance with the
      Pooling and Servicing Agreement, together with interest thereon, such claim,
      notwithstanding the terms of Section 2.6, shall be with recourse to
      the Seller or the Servicer, as the case may be, but not to any successor to
      the
      Servicer.  Notwithstanding the preceding sentence, the sole remedy
      against the Seller or the Servicer for a breach of a representation, warranty
      or
      covenant made in the Pooling and Servicing Agreement shall be limited to the
      right to remedies provided therein and this Section 2.7 is not intended
      to create any claim against the Seller or Servicer not otherwise created by
      the
      terms of the Pooling and Servicing Agreement.

     

    (b)  Promptly
      after the receipt by any Indemnitee of a notice of commencement of any action,
      such Indemnitee will, if a claim in respect thereof is to be made against the
      Trust, the Seller or the Servicer pursuant to Section 2.7(a) (the
“Indemnifying Party”), notify such Indemnifying Party in writing of the
      commencement thereof; but the omission so to notify such Indemnifying Party
      will
      not relieve such Indemnifying Party from any liability which it may have to
      such
      Indemnitee pursuant to Section 2.7(a) except and to the extent of any
      prejudice to such Indemnifying Party arising from such failure to provide such
      notice.  In case any such action shall be brought against any
      Indemnitee and it shall notify the Indemnifying Party of the commencement
      thereof, the Indemnifying Party shall be entitled to participate therein and,
      to
      the extent that it shall wish, jointly with any other Indemnifying Party
      similarly notified, to assume the defense thereof, with counsel satisfactory
      to
      such Indemnitee (who shall not, except with the consent of such Indemnitee,
      be
      counsel to the Indemnifying Party) with respect to such action, and it being
      understood that the Indemnifying Party shall not, in connection with any one
      such action or separate but substantially similar or related actions in the
      same
      jurisdiction arising out of the same general allegations or circumstances,
      be
      liable for the reasonable fees and expenses of more than one separate firm
      of
      attorneys for all such indemnified parties.  Upon receipt of notice
      from an Indemnifying Party to such Indemnitee of such Indemnifying Party’s
      election so to appoint counsel to assume the defense of such action and approval
      by such Indemnitee of such counsel, such Indemnifying Party will not be liable
      to such Indemnitee under this Section 2.7 for any legal or other expenses
      subsequently incurred by such Indemnitee in connection with the defense thereof
      other than reasonable costs of investigation.  No Indemnifying Party
      shall, without the prior written consent of the Indemnitee, effect any
      settlement of any pending or threatened action in respect of which any
      Indemnitee is or could have been a party and indemnity could have been sought
      hereunder by such Indemnitee unless such settlement includes an unconditional
      release of such Indemnitee from all liability on any claims that are the subject
      matter of such action.  No Indemnifying Party shall be liable under
      this section for any settlement of any claim or action effected without their
      prior written consent, which shall not be unreasonably
      withheld.  Notwithstanding the foregoing, in case any action is
      brought against an Indemnitee in which the Seller, the Servicer or the Trust
      is
      a defendant, and such Indemnitee shall have concluded that there may be legal
      defenses available to it that are different from or additional to those
      available to the Seller, the Servicer or the Trust, such Indemnitee shall have
      the right to select and, at its own expense, retain separate counsel to assert
      such legal defenses and to otherwise participate in the defense.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    SECTION
      2.8  Increased
      Cost, Reduced Return and Taxes.

     

    (a)  If
      (i)
      Regulation D or (ii) any Regulatory Change occurring after the date
      hereof:

     

    (A)  shall
      impose, modify or deem applicable any reserve (including, without limitation,
      any reserve imposed by the Federal Reserve Board), special deposit or similar
      requirement against assets of any Funding Source, deposits or obligations with
      or for the account of any Funding Source or with or for the account of any
      affiliate (or entity deemed by the Federal Reserve Board to be an affiliate)
      of
      any Funding Source, or credit extended by any Funding Source under any Funding
      Agreement; or

     

    (B)  shall
      change the amount of capital maintained or required or requested or directed
      to
      be maintained by any Funding Source; or

     

    (C)  shall
      impose any other condition affecting any Class C Certificates owned or funded
      in
      whole or in part by any Funding Source, or its obligations or rights, if any,
      to
      fund the Class C Investor Interest;

     

    and
      the
      result of any of the foregoing is or would be

     

    (x)           to
      increase the cost to (or in the case of Regulation D referred to above, to
      impose a cost on) a Funding Source funding the Class C Investor Interest, any
      purchases, reinvestments, or loans or other extensions of credit under the
      Liquidity Agreement or any Credit Agreement, or any commitment of such Funding
      Source with respect to any of the foregoing,

     

    (y)           to
      reduce the amount of any sum received or receivable by a Funding Source under
      the Liquidity Agreement or the Credit Agreement with respect thereto,
      or

     

    (z)           in
      the reasonable determination of such Funding Source, to reduce the rate of
      return on the capital of a Funding Source as a consequence of its obligations
      arising in connection herewith to a level below that which such Funding Source
      could otherwise have achieved but for Regulation D or such Regulatory
      Change,

     

    then
      within thirty days after demand by such Funding Source (which demand shall
      be
      accompanied by a statement setting forth the basis of such demand), the Trust
      shall pay to the applicable Structured Holder solely from Available Amounts
      available therefor in accordance with Section 2.2(b) for the benefit
      of such Funding Source, such amounts charged to such Funding Source or to
      compensate such Funding Source for such reduction. This Section 2.8(a)
      shall not apply to Taxes.  For the avoidance of doubt, any
      interpretation of Accounting Research Bulletin No. 51 by the Financial
      Accounting Standards Board (including Interpretation of No.
      46:  Consolidation of Variable Entities) shall constitute an adoption,
      change, request or directive subject to this Section 2.8(a).

     

    (b)  Each
      Funding Source will promptly notify the applicable Structured Holder and the
      Seller of any event of which it has knowledge which will entitle such Funding
      Source to

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    compensation
      pursuant to this Section 2.8; provided, however, no failure
      to give or delay in giving such notification shall adversely affect the rights
      of any Funding Source to such compensation.

     

    (c)  In
      determining any amount provided for or referred to in this Section 2.8, a
      Funding Source may use any reasonable averaging and attribution methods that
      it
      (in its sole discretion) shall deem applicable.  Any Funding Source
      when making a claim under this Section 2.8 shall submit to the
      applicable Structured Holder and the Seller a statement as to such increased
      cost or reduced return (including calculation thereof in reasonable detail),
      which statement shall, in the absence of demonstrable error, be conclusive
      and
      binding upon Seller.

     

    (d)  Each
      Structured Holder agrees that it shall use its reasonable best efforts to take
      any action that will avoid the need to pay, or will reduce the amount of, any
      increased amounts referred to in paragraph (a) and agrees that the
      Servicer may require such Structured Holder to replace a Funding Source if
      there
      arises any obligation to make any payments to such Funding Source pursuant
      to
      this Section 2.8; provided that a Structured Holder shall not
      be obligated to take any actions that would, in the reasonable opinion of such
      Structured Holder, be disadvantageous to such Structured Holder and shall not
      be
      required to replace any Funding Source unless such replacement Funding Source
      is
      reasonably acceptable to such Structured Holder.

     

    (e)  Subject
      to Section 2.8(g), any and all payments made under this Agreement shall
      be made free and clear of, and without deduction for, any and all present or
      future Taxes.  If any amount of Taxes shall be required by law to be
      deducted from or in respect of any sum payable hereunder to any Foreign Funding
      Source that is an assignee or participant of a Structured Holder, (i) the sum
      payable shall be increased as may be necessary so that after making all required
      deductions (including deductions applicable to additional sums payable under
      this Section 2.8(e)), such Foreign Funding Source receives an amount
      equal to the sum it would have received had no such deductions been made, (ii)
      the Trustee shall make such deductions and (iii) the Trustee shall pay the
      full amount deducted to the relevant taxation authority or other authority
      in
      accordance with applicable law solely from Available Amounts available therefor
      in accordance with Section 2.2.

     

    (f)  Each
      Foreign Funding Source that is an assignee or participant of a Structured
      Holder, on or prior to the date pursuant to which it becomes an assignee or
      participant of the such Structured Holder, and from time to time thereafter
      if
      requested in writing by the Seller (unless such Funding Source can no longer
      lawfully do so due to a change in law subsequent to the date it became an
      assignee or participant of such Structured Holder hereunder), shall provide
      Seller and the Trustee with Internal Revenue Service Form W-8BEN or W-8ECI,
      as
      appropriate, or any successor form prescribed by the Internal Revenue Service,
      certifying that such Funding Source is entitled to benefits under an income
      tax
      treaty to which the United States is a party which reduces the rate of
      withholding tax on payments of interest to zero or certifying that the income
      receivable pursuant to this Agreement is effectively connected with the conduct
      of a trade or business in the United States.

     

    (g)  For
      any
      period with respect to which a Funding Source that is a Foreign assignee or
      participant of a Structured Holder has failed to provide the Seller with the
      appropriate form

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    described
      in Section 2.8(f) (other than if such failure is due to a change in law
      occurring subsequent to the date on which a form originally was required to
      be
      provided), such Funding Source shall not be entitled to payments of additional
      amounts under Section 2.8(e).

     

    ARTICLE
      III


     

    Representations
      and Warranties of Seller and Servicer

     

    SECTION
      3.1  Representations
      and Warranties of the Servicer.  Spirit, Inc., as Servicer, hereby
      represents and warrants to each of the Initial Class C Holders as of the Closing
      Date as follows:

     

    (a)  Organization
      and Good Standing.  The Servicer is a corporation duly organized
      and validly existing under the laws of the State of Delaware and has full
      corporate power, authority and legal right to own its properties and conduct
      its
      business as such properties are presently owned and such business is presently
      conducted, and to execute, deliver and perform its obligations under this
      Agreement and each other Transaction Document to which it is a
      party.

     

    (b)  Due
      Qualification.  The Servicer is duly qualified to do business and
      is in good standing (or is exempt from such requirement) in any state required
      in order to conduct its business, and has obtained all necessary licenses and
      approvals with respect to the Servicer required under applicable law, except
      in
      each case where the failure to do so would not individually or in the aggregate
      have a material adverse effect on the Class C Certificates.

     

    (c)  Due
      Authorization.  The execution and delivery by the Servicer of this
      Agreement and each other Transaction Document to which it is a party and the
      consummation of the transactions provided for hereunder and thereunder have
      been
      duly authorized by the Servicer by all necessary corporate action on its part
      and this Agreement and each other Transaction Document to which it is a party
      will remain, from the time of its execution, an official record of the
      Servicer.

     

    (d)  Enforceability.  Each
      of this Agreement and each other Transaction Document to which the Servicer
      is a
      party has been duly executed and delivered by the Servicer and constitutes
      a
      legal, valid and binding obligation of the Servicer, enforceable against the
      Servicer in accordance with its terms, except as such enforceability may be
      limited by Debtor Relief Laws.

     

    (e)  No
      Conflict.  The execution and delivery of this Agreement and each
      other Transaction Document to which the Servicer is a party, the performance
      of
      the transactions contemplated hereunder and thereunder and the fulfillment
      of
      the terms hereof and thereof will not conflict with, result in any breach of
      any
      of the material terms and provisions of, or constitute (with or without notice
      or lapse of time or both) a default under, any indenture, contract, agreement,
      mortgage, deed of trust, or other instrument to which the Servicer is a party
      or
      by which it or any of its properties are bound.

     

    (f)  No
      Violation.  The execution and delivery of this Agreement and each
      other Transaction Document to which the Servicer is a party, the performance
      of
      the transactions contemplated hereunder and thereunder and the fulfillment
      of
      the terms hereof and thereof will

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    not
      conflict with or violate in any material respect any Requirements of Law
      applicable to the Servicer.

     

    (g)  No
      Proceedings.  There are no actions, investigations or proceedings
      pending or, to the best knowledge of the Servicer, threatened against the
      Servicer before any court, regulatory body, administrative agency, or other
      tribunal or governmental instrumentality (i) asserting the invalidity of this
      Agreement or any other Transaction Document to which it is a party, (ii) seeking
      to prevent the consummation of any of the transactions contemplated by this
      Agreement or any other Transaction Document, (iii) seeking any determination
      or
      ruling that, in the reasonable judgment of the Servicer, would materially and
      adversely affect the performance by the Servicer of its obligations under this
      Agreement or any other Transaction Document to which it is a party, (iv) seeking
      any determination or ruling that would materially and adversely affect the
      validity or enforceability of this Agreement or any other Transaction Document
      or (v) seeking to affect adversely the income tax attributes of the
      Trust.

     

    (h)  All
      Consents Required.  All appraisals, authorizations, consents,
      orders or other actions of any Person or of any governmental body or official
      required in connection with the execution and delivery by the Servicer of this
      Agreement and each other Transaction Document to which it is a party, the
      performance of the transactions contemplated hereunder and thereunder and the
      fulfillment of the terms hereof, have been obtained.

     

    (i)  Incorporated
      Representations and Warranties.  Its representations and
      warranties in Section 3.3 of the Pooling and Servicing Agreement are true
      and correct in all material respects as of the dates they were so
      made.

     

    (j)  Financial
      Statements.  The Servicer has delivered to each of the Initial
      Class C Holders complete and correct copies of the audited consolidated
      balance sheet and audited consolidated statement of income of Charming Shoppes,
      Inc. for the fiscal year ended February 4, 2007.

     

    (k)  No
      Adverse Change.  There has not been any material adverse change in
      the business, operations, financial condition, properties or assets of the
      Servicer since the date of its formation.

     

    (l)  Trust
      Indenture Act; Investment Company Act.  Neither the Pooling and
      Servicing Agreement nor the Supplement is required to be qualified under the
      Trust Indenture Act of 1939, and the Trust is not required to be registered
      under the Investment Company Act of 1940, as amended.

     

    (m)  No
      Early Amortization Event, Insolvency Event or Servicer
      Default.  No Early Amortization Event with respect to the Series
      2007-1 Certificates, Insolvency Event, or Servicer Default has occurred and
      is
      continuing, and no event, act or omission has occurred and is continuing which,
      with the lapse of time, the giving of notice or both, would constitute such
      an
      Early Amortization Event, Insolvency Event or Servicer Default.

     

    (n)  Reports.  No
      report, statement, exhibit or other written information required to be furnished
      by the Servicer or any of its Affiliates, agents or representatives to the
      Class C Holders pursuant to this Agreement, the Pooling and Servicing
      Agreement or the Supplement is or shall

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    be
      inaccurate in any material respect, or contains or shall contain any material
      misstatement of fact, or omits or shall omit to state a material fact or any
      fact necessary to make the statements contained therein not misleading, in
      each
      case, as of the date it is or shall be dated or (except as otherwise disclosed
      to the Class C Holders at such time) as of the date so
      furnished.

     

    SECTION
      3.2  Representations
      and Warranties of the Seller.  CSRC, as Seller, hereby represents
      and warrants to each of the Initial Class C Holders as of the Closing Date
      as
      follows:

     

    (a)  Organization
      and Good Standing.  The Seller is a corporation duly organized and
      validly existing under the laws of the State of Delaware and has full corporate
      power, authority and legal right to own its properties and conduct its business
      as such properties are presently owned and such business is presently conducted,
      and to execute, deliver and perform its obligations under this Agreement and
      each other Transaction Document to which it is a party.

     

    (b)  Due
      Qualification.  The Seller is duly qualified to do business and is
      in good standing (or is exempt from such requirement) in any state required
      in
      order to conduct its business, and has obtained all necessary licenses and
      approvals with respect to the Seller required under applicable law, except
      in
      each case where the failure to do so would not individually or in the aggregate
      have a material adverse effect on the Class C Certificates.

     

    (c)  Due
      Authorization.  The execution and delivery by the Seller of this
      Agreement and each other Transaction Document to which it is a party and the
      consummation of the transactions provided for hereunder and thereunder have
      been
      duly authorized by the Seller by all necessary corporate action on its part
      and
      this Agreement and each other Transaction Document to which it is a party will
      remain, from the time of its execution, an official record of the
      Seller.

     

    (d)  Enforceability.  Each
      of this Agreement and each other Transaction Document to which the Seller is
      a
      party has been duly executed and delivered by the Seller and constitutes a
      legal, valid and binding obligation of the Seller, enforceable against the
      Seller in accordance with its terms, except as such enforceability may be
      limited by Debtor Relief Laws.

     

    (e)  No
      Conflict.  The execution and delivery of this Agreement and each
      other Transaction Document to which the Seller is a party, the performance
      of
      the transactions contemplated hereunder and thereunder and the fulfillment
      of
      the terms hereof and thereof will not conflict with, result in any breach of
      any
      of the material terms and provisions of, or constitute (with or without notice
      or lapse of time or both) a default under, any indenture, contract, agreement,
      mortgage, deed of trust, or other instrument to which the Seller is a party
      or
      by which it or any of its properties are bound.

     

    (f)  No
      Violation.  The execution and delivery of this Agreement and each
      other Transaction Document to which the Seller is a party, the performance
      of
      the transactions contemplated hereunder and thereunder and the fulfillment
      of
      the terms hereof and thereof will not conflict with or violate in any material
      respect any Requirements of Law applicable to the Seller.

     

    (g)  No
      Proceedings.  There are no actions, investigations or proceedings
      pending or, to the best knowledge of the Seller, threatened against the Seller
      before any court, regulatory

     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    body,
      administrative agency, or other tribunal or governmental instrumentality
      (i) asserting the invalidity of this Agreement or any other Transaction
      Document to which it is a party, (ii) seeking to prevent the consummation of
      any
      of the transactions contemplated by this Agreement or any other Transaction
      Document, (iii) seeking any determination or ruling that, in the reasonable
      judgment of the Seller, would materially and adversely affect the performance
      by
      the Seller of its obligations under this Agreement or any other Transaction
      Document to which it is a party, (iv) seeking any determination or ruling that
      would materially and adversely affect the validity or enforceability of this
      Agreement or any other Transaction Document or (v) seeking to affect adversely
      the income tax attributes of the Trust.

     

    (h)  All
      Consents Required.  All appraisals, authorizations, consents,
      orders or other actions of any Person or of any governmental body or official
      required in connection with the execution and delivery by the Seller of this
      Agreement and each other Transaction Document to which it is a party, the
      performance of the transactions contemplated hereunder and thereunder and the
      fulfillment of the terms hereof, have been obtained.

     

    (i)  Incorporated
      Representations and Warranties.  Its representations and
      warranties in Sections 2.3 and 2.4 of the Pooling and Servicing
      Agreement are true and correct in all material respects as of the dates they
      were so made.

     

    (j)  Trust
      Indenture Act; Investment Company Act.  Neither the Pooling and
      Servicing Agreement nor the Supplement is required to be qualified under the
      Trust Indenture Act of 1939, and the Trust is not required to be registered
      under the Investment Company Act of 1940, as amended.

     

    (k)  No
      Early Amortization Event, Insolvency Event or Servicer
      Default.  No Early Amortization Event with respect to the Series
      2007-1 Certificates, Insolvency Event, or Servicer Default has occurred and
      is
      continuing, and no event, act or omission has occurred and is continuing which,
      with the lapse of time, the giving of notice or both, would constitute an Early
      Amortization Event, Insolvency Event or Servicer Default.

     

    (l)  No
      Adverse Change.  There has not been any material adverse change in
      the business, operations, financial condition, properties or assets of the
      Seller since the fiscal year ended February 4, 2007.

     

    (m)  Class
      C Certificates.  The Class C Certificates have been duly and
      validly authorized, and, when executed and authenticated in accordance with
      the
      terms of the Pooling and Servicing Agreement and the Supplement and delivered
      to
      and paid for in accordance with this Agreement, will be duly and validly issued
      and outstanding, and will be entitled to the benefits of the Pooling and
      Servicing Agreement, the Supplement and this Agreement.

     

    (n)  Securities
      Laws.  Based upon, among other things, the representations and
      warranties of each of the Initial Class C Holders hereunder, the sale of the
      Class C Certificates pursuant to the terms of this Agreement, the Pooling
      and Servicing Agreement and the Supplement will not require the registration
      of
      such Class C Certificates under the Securities Act of 1933, as
      amended.

     


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    ARTICLE
      IV


     

    Conditions
      Precedent

     

    Sections
      4.1 through 4.10 constitute conditions precedent to the obligation of
      each of the Initial Class C Holders to purchase the Class C Certificates on
      the Closing Date.

     

    SECTION
      4.1  Representations
      and Warranties.  On the Closing Date and after giving effect to
      the issuance of the Series 2007-1 Certificates, all representations and
      warranties of the Seller and the Servicer contained herein or in the Purchase
      Agreement and the Pooling and Servicing Agreement or otherwise made in writing
      pursuant to any of the provisions hereof or thereof shall be true and correct
      in
      all material respects with the same force and effect as though such
      representations and warranties had been made on and as of such date (unless
      such
      representations and warranties specifically relate to an earlier
      date).

     

    SECTION
      4.2  Documents.  Each
      of the Initial Class C Holders shall have received an executed copy of each
      document set forth in Schedule II hereto (including reliance letters (if such
      Initial Class C Holder is not included as an addressee) on all opinions
      delivered to the Rating Agencies).

     

    SECTION
      4.3  Related
      Agreements.  Each of the Initial Class C Holders shall have
      received copies of each of the Class C Purchase Agreement, the Purchase
      Agreement, the Pooling and Servicing Agreement and the Supplement (which shall
      be satisfactory to each of the Initial Class C Holders), duly executed by
      the parties thereto.

     

    SECTION
      4.4  Accountants’
      Letter.  Each of the Initial Class C Holders shall have
      received a copy of the letter of Ernst & Young, delivered with respect to
      the offering memorandum for the Series 2007-1 Certificates upon execution of
      an
      access letter by each of the Initial Class C Holders in form and substance
      reasonably satisfactory to Ernst & Young.

     

    SECTION
      4.5  Certificate
      Issuance.  On or prior to the Closing Date (i) all Series 2007-1
      Certificates shall have been duly executed and authenticated and delivered
      in
      accordance with Section 6.2 of the Pooling and Servicing Agreement, (ii)
      the Class C Certificates shall have been delivered to each of the Initial
      Class C Holders in accordance with the terms hereof, and (iii) the Class A
      Certificates, Class M Certificates and Class B Certificates shall have been
      sold
      pursuant to the Senior Certificate Purchase Agreement.

     

    SECTION
      4.6  Officer’s
      Certificates.  On the Closing Date, each of the Initial
      Class C Holders shall have received from the Seller and the Servicer, as
      applicable, a certificate of (a) an Assistant Secretary of the Seller or the
      Servicer, as the case may be, attaching a copy of the resolutions of the Board
      of Directors of such Person, authorizing the execution, delivery and performance
      of this Agreement and the other Transaction Documents to which the Seller or
      the
      Servicer, as applicable, is a party, and as to the incumbency of certain
      officers of the Seller or the Servicer, as applicable, authorized to execute
      this Agreement and the other Transaction Documents to which such Person is
      a
      party, and (b) an authorized officer of each of the Seller and the Servicer
      as
      to the fulfillment of the condition set forth in Section 4.1 (as the
      same relates to such Person).

     


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    SECTION
      4.7  Spread
      Account.  On the Closing Date, each of the Initial Class C Holders
      shall have received from the Trustee satisfactory evidence of the establishment
      of the Class C Spread Account.

     

    SECTION
      4.8  Certificate
      Rating.  On the Closing Date, each of the Initial Class C
      Holders shall have received evidence reasonably satisfactory to it that the
      Class A Certificate will be rated in the highest rating category by at least
      one
      nationally recognized rating agency, the Class M Certificates will be rated
      at
      least “AA” by at least one nationally recognized rating agency , the Class B
      Certificates will be rated at least “A” by at least one nationally recognized
      rating agency and the Class C Certificates will be rated at least “Baa2” or its
      equivalent by at least one of Standard & Poor’s or Moody’s.

     

    SECTION
      4.9  The
      Trustee.  Each of the Initial Class C Holders shall have
      received a certificate from the Trustee, in form and substance reasonably
      satisfactory to it covering the incumbency and specimen signatures of its
      officers executing such documents.

     

    SECTION
      4.10  Additional
      Documents.  Each of the Initial Class C Holders shall have
      received such additional certificates, letters or opinions as it or its counsel
      may reasonably request.

     

    ARTICLE
      V


     

    Covenants
      of the Seller and Servicer

     

    Each
      of
      the Seller and Servicer (and each Successor Servicer) covenants and agrees
      that,
      until the Class C Investor Interest is reduced to zero, unless the Required
      Class C Holders shall otherwise consent in writing, each of the Seller and
      Servicer (and each Successor Servicer) will:

     

    SECTION
      5.1  Certificates.  Furnish
      to the Class C Holders a copy of each certificate, report, statement, notice
      or
      other communication furnished by or on behalf of the Seller or the Servicer
      to
      the Trustee or to the Rating Agencies concurrently therewith and furnish to
      the
      Class C Holders promptly after receipt thereof a copy of each notice, demand
      or
      other communication received by or on behalf of Seller or Servicer with respect
      to the Series 2007-1 Certificates, this Agreement, the Pooling and Servicing
      Agreement or the Supplement.

     

    SECTION
      5.2  Monthly
      Status Reports.  Furnish to each Class C Holder (or cause to be
      furnished to each Class C Holder), two Business Days prior to each Distribution
      Date information relating to distributions of Available Amounts and amounts
      on
      deposit in the Class C Spread Account in a certificate substantially in the
      form
      of Exhibit A hereto, and such other information with respect to the
      Trust’s property as the Required Class C Holders may reasonably request
      (including a copy of the monthly statements with respect to the Class C Spread
      Account furnished by the Trustee).

     

    SECTION
      5.3  Servicer
      Default.  Furnish to each Class C Holder, promptly after the
      occurrence of any Servicer Default, a certificate of an appropriate officer
      of
      the Servicer setting forth the circumstances of such Servicer Default and any
      action taken or proposed to be taken by the Servicer with respect
      thereto.

     


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    SECTION
      5.4  Reassignment
      of Certificates.  Not effect a reassignment of the Series 2007-1
      Certificates pursuant to Section 12.2 of the Pooling and Servicing
      Agreement and Section 4 of the Supplement unless the Class C Investor
      Interest and all other amounts owing to the Class C Holders hereunder and
      under the Supplement shall have been paid in full.

     

    SECTION
      5.5  Rule
      144A Information.  The Seller will promptly furnish or cause to be
      furnished to any Class C Holder and upon request of any Class C Holder, to
      any
      prospective purchaser of any Class C Certificate, copies of the information
      required to be delivered to Class C Holders and any prospective purchasers
      pursuant to Rule 144A(d)(4) under the Act (or any successor provision thereto)
      in order to permit compliance with Rule 144A in connection with resales by
      such
      holders of the Class C Certificates.  The Seller shall pay the
      expenses of printing and distributing all such documents.

     

    SECTION
      5.6  Seller
      Financial Information; Other Information; Confidentiality.

     

    (a)  Furnish
      to the Class C Holders (or in the case of clause (ii) cause the Trustee to
      furnish) (i) no later than 45 days following the end of each quarter, in the
      case of the Originator, its call report for such quarterly period, and in any
      other case, such other publicly available financial information, if any, as
      to
      the Originator, Spirit, Inc., Charming Shoppes, Inc., CSRC or the Receivables
      as
      the Required Class C Holders may reasonably request, (ii) a copy of each
      report prepared under Section 3.6(b) of the Pooling and Servicing
      Agreement, and (iii) notice of the occurrence of any Early Amortization Event
      with respect to the Series 2007-1 Certificates.  All such information
      acquired by a Class C Holder hereunder shall be kept confidential to the extent
      provided in Section 6.1(b).

     

    (b)  Use
      reasonable efforts to cause all information provided to any Class C Holder
      pursuant to this Agreement, the Pooling and Servicing Agreement or the
      Supplement, or in connection with any action required or permitted to be taken
      hereunder or thereunder, to be complete and accurate in all material
      respects.

     

    SECTION
      5.7  Class
      C Holders’ Identities.  Maintain as confidential and not disclose
      to any Person (other than any officer, employee, agent, counsel, advisor, Rating
      Agency or representative of a party hereto or any underwriter of the Series
      2007-1 Certificates or its counsel) the pricing terms of this Agreement or
      the
      identify of any Class C Holder, except as such Class C Holder may have consented
      to in writing prior to any proposed disclosure or except as the Servicer, CSRC
      or the Originator may have been advised by counsel is (i) required by law,
      including, without limitation, any securities or banking laws, rules, orders
      or
      regulations or (ii) reasonably necessary or desirable in connection with
      any lawsuit or governmental investigation or proceeding; provided,
however, that in any such instance, the Servicer or the Seller, as
      applicable, shall notify such Class C Holder of its intention to make any
      such disclosure prior to making such disclosure.

     

    SECTION
      5.8  Amendments
      and Modifications.  (a) Not amend, waive or otherwise
      modify the provisions of the Supplement or any Interest Rate Hedge Agreement,
      or
      the performance of any of the terms thereof, unless the Class C Holders
      have consented in writing to such amendment, waiver or modification, which
      consent shall not be unreasonably withheld or delayed.

     


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    (b)  In
      addition to the restrictions set forth in Section 13.1 of the
      Pooling and Servicing Agreement and subject to the requirements set forth in
      paragraph (d) below, not amend the Pooling and Servicing Agreement without
      the
      prior written consent of the Class C Holders (which consent shall not be
      unreasonably withheld or delayed) unless such amendment shall not, as evidenced
      by an Opinion of Counsel for the Seller addressed to the Trustee and the Class
      C
      Holders, adversely affect in any material respect the interests of the
      Class C Holders.  For the avoidance of doubt, the following
      actions shall not require the consent of the Class C Holders:

     

    
      	
              (1)  

            	
              the
                issuance of a new Series pursuant to and in accordance with the terms
                of
                the Pooling and Servicing
                Agreement;

            


    

     

    
      	
              (2)  

            	
              the
                addition of Accounts, including Additional Accounts, pursuant to
                Section 2.6 of the Pooling and Servicing Agreement;
                provided that with respect to any designation of Additional
                Accounts pursuant to Section 2.6(b) of the Agreement, the Seller
                shall
                have provided the Class C Holders with an Officer’s Certificate certifying
                that such designation of Additional Accounts will not, as of the
                related
                Addition Date, (x) result in a reduction or withdrawal by either
                Rating
                Agency of its ratings for the Series 2007-1 Certificates, (y) cause
                a
                Series 2007-1 Early Amortization Event to occur or (z) be reasonably
                expected by the Seller to materially adversely affect in any manner
                the
                timing or amount of payments to the Class C
                Holders;

            


    

     

    
      	
              (3)  

            	
              the
                removal of Accounts pursuant to Section 2.7 of the Pooling and
                Servicing Agreement; and

            


    

     

    
      	
              (4)  

            	
              the
                amendment of a supplement or receivables purchase agreement other
                than the
                Supplement.

            


    

     

    (c)  Not
      increase the Series 2007-1 Investor Monthly Servicing Fee as contemplated by
      Section 3 of the Supplement unless the Class C Holders have consented thereto,
      which consent will not be unreasonably withheld or delayed.

     

    (d)  Unless
      the Class C Holders have consented thereto (which consent shall not be
      unreasonably withheld or delayed), not

     

    
      	
               

            	
              (1)

            	
              increase
                the Co-Brand Percentage designated by the Servicer as described in
                the
                definition of “Co-Brand Percentage” in the Pooling and Servicing
                Agreement;

            


    

     

    (2)           designate
      any Additional Account from any Acquired Portfolio;

     

    
      	
               

            	
              (3)

            	
              designate
                any Additional Account related to any brand name not identified by
                name in
                the definition of “Affiliated Brand” in the Pooling and Servicing
                Agreement as of the date hereof (a “Non-Specified Account”) and
                originated under a program of the Originator for originating receivables
                primarily from women’s apparel sales from physical stores if, at the time
                such Additional Account is designated as an Additional Account and
                after
                giving effect to such designation, the aggregate amount of Principal
                Receivables arising in such Accounts as of the related Addition Cut-Off
                Date exceeds 10% of the aggregate

            


    

     


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    Principal
      Receivables in all Accounts as of the last day of the most recent Due Period;
      and

     

    
      	
               

            	
              (4)

            	
              designate
                as Additional Accounts any Non-Specified Accounts originated under
                a
                program of the Originator for originating receivables primarily (A)
                from
                sales other than women’s apparel sales at physical stores or (B) from
                sales through catalogs or e-commerce
                websites.

            


    

     

    SECTION
      5.9  Trigger
      Increase Event.  Furnish to the Class C Holders, promptly
      after the occurrence of any Trigger Increase Event, a certificate of an
      appropriate officer of the Servicer setting forth the circumstances of such
      Trigger Increase Event and any action taken or proposed to be taken by the
      Servicer, if any, with respect thereto and furnish to the Class C Holders such
      other information with respect to any such Trigger Increase Event as any
      Class C Holder may reasonably request.

     

    SECTION
      5.10  Liens.  Not
      create, incur or otherwise permit to exist any mortgage, pledge, lien or other
      encumbrance on the Class C Spread Account other than any interests of the Class
      C Holders and the Holder of the Exchangeable Seller Certificate.

     

    SECTION
      5.11  Discount
      Option Receivables.  In the event that the Seller has given the
      Trustee notice of the designation of Discount Option Receivables, not terminate
      or discontinue or reduce such amount without the written consent of the
      Class C Holders unless, on or prior to the date of such discontinuance or
      reduction, the amount on deposit in the Class C Spread Account is equal to
      the
      Required Class C Spread Amount (determined as if no such discount is in
      effect).

     

    SECTION
      5.12  Access.  At
      such reasonable times as the Class C Holders may notify the Seller and the
      Servicer upon five Business Days’ notice in writing or by telephone during
      normal business hours and at the expense of the Class C Holders, afford the
      Class C Holders reasonable access to all records maintained by the Seller or
      the
      Servicer relating to the Receivables for purposes of inspection, to which
      inspection the Trustee by its acceptance of this Agreement hereby
      consents.

     

    SECTION
      5.13  Performance
      of Agreements.  For the benefit of the Class C Holders, perform
      each of their respective agreements, representations, warranties, covenants
      and
      indemnities under, and comply in all material respects with each of the
      respective terms and provisions applicable to it in, the Pooling and Servicing
      Agreement and Supplement which are hereby incorporated by reference into this
      Agreement as if set forth herein in full.

     

    SECTION
      5.14  Payments.  Subject
      to Section 2.6, timely make all payments, deposits or transfers and give
      all instruction to transfer when required under the Pooling and Servicing
      Agreement and the Supplement.

     

    SECTION
      5.15  Further
      Actions.  Execute and promptly deliver to the Class C Holders all
      such documents and instruments and do all such other acts and things as may
      be
      necessary or reasonably required by the Class C Holders or the Trustee to enable
      the Trustee or the Class C Holders to exercise and enforce their respective
      rights under this Agreement, the Pooling Agreement, the Supplement and to
      realize thereon, and the Seller shall record and file and re-record and refile
      all such documents and instruments, at such time or times, in such manner
      and

     


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    at
      such
      place or places, as may be necessary or reasonably required by the Trustee
      or
      the Class C Holders to validate, preserve, perfect and protect the position
      of
      the Trustee or the Class C Holders hereunder and under the Pooling and Servicing
      Agreement and the Supplement and the Sellers and the Servicer shall maintain
      each of such documents as part of its official records.  

     

    SECTION
      5.16  Class D
      Cancellation.  Not cause any Class D Certificate to be
      cancelled under Section 4.16 of the Supplement if, at the time of
      such cancellation (or immediately after giving effect thereto), (i) an Early
      Amortization Event has occurred and is continuing, or (ii) the Three Month
      Excess Yield Percentage is less than 2%.

     

    ARTICLE
      VI


     

    Representations,
      Warranties and Covenants of the Initial Class C Holders and the
      Trustee

     

    SECTION
      6.1  Representations,
      Warranties and Covenants of the Class C Holders.  (a) From
      and after the date hereof, each Initial Class C Holder represents and
      warrants (and covenants that the following representations and warranties
      continue to be true and correct for as long as it shall continue to hold any
      Class C Certificate) (and each other Class C Holder shall be deemed to
      represent, warrant and covenant from and after the date that its acquisition
      of
      any Class C Certificate becomes effective) that:

     

    (i)  it
      is a
“qualified institutional buyer” as that term is defined under Rule 144A of the
      Act and it is not purchasing such Class C Certificate with a view to making
      a
      distribution thereof (within the meaning of the Securities Act);

     

    (ii)  either
      (a) it is not acquiring such Class C Certificate (or any interest therein)
      with
      the assets of 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, a “plan” as defined in and subject to
      Section 4975 of the Code, or an entity deemed to hold the plan assets of any
      of
      the foregoing (each, a “Benefit Plan Investor”) or (b) it is an insurance
      company purchasing such Class C Certificate (or any interest therein) with
      the
      assets of its general account and, at the time of acquisition and throughout
      the
      period of holding, (1) it satisfies all of the conditions of Prohibited
      Transaction Class Exemption 95-60; (2) less than 25% of the assets of the
      general account are or represent assets of Benefit Plan Investors; and (3)
      it is
      not (i) the issuer, (ii) 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 to such assets, or (iii) any affiliate of
      such
      a person, and would not otherwise be disregarded under 29 C.F.R. Section
      2510.3-101(f)(1).

     

    If
      such
      Class C Holder is a non-U.S. or governmental plan, its acquisition, holding
      and
      disposition of such Class C Certificate (or any interest therein) 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.

     


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    (iii)  no
      registration with consent or approval of or other action by any federal, state
      or other governmental authority or regulatory body having jurisdiction over
      it
      is required in connection with the execution, delivery or performance by it
      of
      this Agreement; and

     

    (iv)  such
      Class C Holder is 1 Private Holder and is a U.S. Person (as defined in Section
      7701(a)(30) of the Code).

     

    (b)  Each
      Class C Holder covenants and agrees to maintain as confidential, not disclose
      to
      any Person (other than any officer, employee, agent, counsel, advisor or
      representative of a party hereto) and not use for any purpose other than in
      connection with this Agreement, all information acquired by such Class C Holder
      that is not publicly available relating to the Trust, the Originator, the Seller
      or the Servicer which it obtained in connection with the transactions
      contemplated hereby, except (x) as the Trustee, the Seller, the Originator
      or
      the Servicer may have consented to in writing prior to any proposed disclosure,
      (y) if such Class C Holder is a Structured Holder, such information may be
      disclosed to Persons that hold subordinated notes issued by such Structured
      Holder, and (z) as it may have been advised by counsel is (i) required by law,
      including, without limitation, any securities or banking laws, rules, orders
      or
      regulations or (ii) reasonably necessary or desirable in connection with any
      lawsuit or governmental investigation or proceeding, provided,
however, that in any such instance such Class C Holder will notify
      the
      Seller and the Servicer of its intention to make any such disclosure prior
      to
      making any such disclosure.  Notwithstanding anything herein to the
      contrary, (a) each of the parties to this Agreement (and each employee,
      representative or other agent of such parties) may disclose to any and all
      persons, without limitation of any kind, the tax treatment and tax structure
      of
      the transaction and all materials of any kind (including opinions or other
      tax
      analyses) that are provided to such parties relating to such tax treatment
      and
      tax structure and (b) any Class C Holder may disclose information concerning
      the
      purchase or sale of the Class C Certificates by such Class C Holder to any
      federal or state regulatory authority having jurisdiction over such Class C
      Holder and the National Association of Insurance Commissioners or any similar
      organization, or any nationally recognized rating agency that requires access
      to
      information about such Class C Holder’s investment portfolio.

     

    SECTION
      6.2  Representations,
      Warranties and Covenants of the Trustee.  The Trustee represents,
      warrants and covenants to each of the Initial Class C Holders
      that:

     

    (i)  The
      Trustee is a national banking association duly authorized to engage in the
      business of banking under the laws of the United States of America;

     

    (ii)  The
      Trustee has full power and authority to deliver and perform this Agreement,
      and
      has taken all necessary action to authorize the execution, delivery and
      performance by it of this Agreement; and

     

    (iii)  This
      Agreement has been duly executed and delivered by the Trustee and constitutes
      its legal, valid and binding obligation in accordance with its
      terms.

     


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    (iv)  The
      Trustee shall not amend, waive or otherwise modify any provisions of any
      Interest Rate Hedge Agreement unless the Class C Holders have consented in
      writing thereto (such consent not to be unreasonably withheld or
      delayed).

     

    ARTICLE
      VII


     

    Miscellaneous

     

    SECTION
      7.1  Amendments
      and Waivers.  This Agreement shall not be amended or modified
      without the written consent of the Seller, the Trustee, the Servicer and the
      Required Class C Holders.  No waiver of, or consent to the departure
      from, any provision of this Agreement by any party hereto shall be effective
      without the written consent of the Seller, the Servicer, the Trustee, and the
      Required Class C Holders; provided, however, that no
      amendment reducing the amount or delaying any payment to be made to the Class
      C
      Holders hereunder or modifying the definition of Required Class C Holders
      shall be effective without the written consent of all Class C
      Holders.  The Servicer shall provide to Moody’s a copy of any
      amendment prior to the effectiveness thereof.  Additionally, to the
      extent that any Class C Holder is a Structured Holder, no action otherwise
      permitted pursuant to this Section 7.1 shall be permitted unless each
      rating agency then rating the outstanding Commercial Paper issued by such
      Structured Holder shall have provided prior written confirmation that such
      action would not cause such rating agency to reduce or withdraw its then current
      rating of such Commercial Paper.

     

    SECTION
      7.2  Servicer
      Transfer.  In the event that a transfer of servicing occurs under
Article X of the Pooling and Servicing Agreement, from and after the
      effective date of such transfer, the Successor Servicer appointed pursuant
      to
      the Pooling and Servicing Agreement, and not Spirit, Inc., shall be responsible
      for the performance of all servicing functions to be performed by the Servicer
      from and after such date, except as provided in the Pooling and Servicing
      Agreement.  Such transfer shall not affect any rights or obligations
      of Spirit, Inc. which arose prior to the effective date of the transfer of
      servicing or the rights or obligations of Spirit, Inc. under Sections
      2.2, Section 2.7 and Article V (in the case of Sections
      5.2 or 5.3 under Article V, excluding any documents received
      by any Successor Servicer and also excluding any documents received by Spirit,
      Inc. from the Successor Servicer), or Section 7.3 of this Agreement,
      whether arising before or after such date.

     

    SECTION
      7.3  Fees
      and Expenses.  Each party shall pay all fees and expenses incurred
      by it in connection with preparing and entering into this Agreement;
provided, however, that the Seller will reimburse each of the
      Initial Class C Holders for its out-of-pocket expenses and shall directly pay
      all reasonable legal fees and expenses and disbursements of its counsel
      (including fees, expenses and disbursements of such counsel incurred in
      connection with the preparation and execution of this Agreement) in an aggregate
      amount not to exceed the Expense Cap.  The Trust through the Trustee
      (acting in accordance with instructions of the Servicer), but solely to the
      extent funds are available therefor under Section 2.2(b), and the Seller
      agree to pay on demand all reasonable costs and expenses of the Class C Holders
      in connection with any amendment to, or any waiver requested under, this
      Agreement, and of the Class C Holders in connection with the “work-out” or
      enforcement of its rights under this Agreement or any of the other documents
      delivered in connection herewith, including, without limitation, the reasonable
      fees and out-of-pocket expenses of its legal counsel with respect
      thereto.

     


    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    SECTION
      7.4  Governing
      Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
      AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
      ITS
      CONFLICTS OF LAW PROVISIONS.

     

    SECTION
      7.5  No
      Waiver.  Neither any failure nor any delay on the part of any
      party in exercising any right, power or privilege hereunder shall operate as
      a
      waiver thereof, nor shall a single or partial exercise thereof preclude any
      other or further exercise or the exercise of any other right, power or
      privilege.

     

    SECTION
      7.6  Severability.  In
      case any one or more of the provisions contained in this Agreement should be
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby.  The parties shall endeavor in good
      faith negotiations to replace the invalid, illegal or unenforceable provisions
      with valid provisions the economic effect of which comes as close as possible
      to
      that of the invalid, illegal or unenforceable provisions.

     

    SECTION
      7.7  Termination.  This
      Agreement shall remain in full force and effect until the earlier of (i) the
      payment in full of the Class C Investor Interest and all other amounts payable
      to the Class C Holders hereunder and under the Supplement and (ii) the Series
      2007-1 Termination Date; provided that Sections 2.6, 2.7,
2.8, 7.10, 7.12 and 7.16 shall survive the
      termination of this Agreement.

     

    SECTION
      7.8  Transfer
      Restrictions.  (a) Each of the Initial Class C Holders
      shall deliver, on or prior to the Closing Date, to the Seller and the Trustee
      a
      purchaser representation letter substantially in the form attached hereto as
      Exhibit B for such Initial Class C Holder and for each Funding Source
      executing the Liquidity Agreement as a “Liquidity Bank” on the Closing
      Date.  Additionally, for so long as any Structured Holder is a Class C
      Holder, such Structured Holder shall require each Funding Source that executes
      a
      Credit Agreement or Liquidity Agreement pursuant to which such Funding Source
      agrees to purchase an interest in all or a portion of the Class C Investor
      Interest from time to time to deliver to the Seller and the Trustee a purchaser
      representation letter substantially in the form attached hereto as Exhibit
      B for such Funding Source on or prior to the execution of such Credit
      Agreement or Liquidity Agreement.  No Class C Certificate may be
      offered, sold or otherwise transferred to any Person (other than the Seller
      or a
      State Street Related Party) unless (x) the Seller shall have been given an
      opportunity to purchase such Class C Certificate in accordance with Section
      7.8(c) and (y) if the Seller does not exercise its right to purchase
      such Class C Certificate, the Seller shall have given its prior written approval
      to such offer, sale or transfer (which approval shall not be unreasonably
      withheld).  Each Class C Holder further agrees that it will not
      make any general solicitation or general advertising for the offer or sale
      of
      its Class C Certificate and will not transfer its Class C Certificate (or any
      portion thereof) to any Person except to a Person within the United States
      which
      such Class C Holder reasonably believes is a “qualified institutional
      buyer” (as defined in Rule 144A under the Act) that is purchasing (1) for its
      own account or (2) for the account of a “qualified institutional buyer” (as so
      defined) that is, in either case, aware that such resale, pledge or transfer
      is
      being made in reliance on an exemption from registration under the Act, and,
      in
      either case, unless such Person is a U.S. Person (as defined in
      Section 7701(a)(30) of the Code) and shall have delivered to such
      Class C Holder a purchaser representation letter

     


    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    substantially
      in the form attached hereto as Exhibit B.  Each Class C
      Holder further agrees to provide to any Person purchasing a Class C Certificate
      (or any portion thereof) from it a notice advising such purchaser that resales
      of the Class C Certificates are restricted as stated above.

     

    (b)  Seller
      shall not execute, and (if given prior written notice by the Servicer of the
      inability of the Seller to execute any Subject Instrument by operation of this
      clause (b)) the Transfer Agent and Registrar shall not register the
      transfer of, any Class C Certificate unless (i) after giving effect to the
      execution or transfer of such Class C Certificate, there would be no more than
      5
      Private Holders of Class C Certificates and (ii) the other conditions to
      transfer set forth in Section 6.3 of the Pooling Agreement and in
Section 16 of the Series 2007-1 Supplement to the Pooling Agreement have
      been satisfied.

     

    (c)           Any
      Class C Holder that intends to offer, sell or otherwise transfer its Class
      C
      Certificate to a Person other than the Seller or any State Street Related Party
      (any such offering, sale or transfer being herein called a “Proposed
      Transfer”), such Class C Holder shall give the Seller not less than ten days
      prior written notice of the Proposed Transfer.  Such notice shall
      include the proposed date of transfer, the Person or Persons to which such
      transfer will be made, and all other material terms of the Proposed Transfer
      (other than the purchase price).  During the period of five Business
      Days following the Seller’s receipt of such notice, the Seller shall be entitled
      to notify such Class C Holder that the Seller will acquire such Class C
      Certificate on the terms set forth in such notice and at a price acceptable
      to
      such Class C Holder in its sole discretion.  Such acquisition will
      occur on or before the date specified for the Proposed Transfer in such notice,
      and each Class C Holder hereby agrees, subject to acceptance of the purchase
      price therefor, to transfer such Class C Certificate to the Seller on the terms
      set forth in any such notice sent by it.  If the Seller does not
      notify such Class C Holder of its intent to acquire such Class C Certificate
      within such five Business Day period, it will be deemed to have elected not
      to
      so acquire such Class C Certificate.

     

    SECTION
      7.9  Notices.

     

    (a)  All
      notices and other communications provided for hereunder shall be in writing
      (including telecopy) and, if to the Seller, the Servicer or the Trustee either
      mailed, telecopied, couriered or delivered to it, addressed to it at its address
      set forth in the Pooling and Servicing Agreement, or if to the Initial Class
      C
      Holders, as set forth below:

     

        Clipper
      Receivables Company, LLC

        c/o
      State
      Street Global Markets, LLC, as Program Administrator

        1
      Lincoln
      Street, 5th
      Floor

        Boston,
      Massachusetts 02110-2804

        Attention:  Clipper
      Receivables Department

        Telephone:  (617)
      664-6419

        Facsimile:  (617)
      664-8630

     


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

        Galleon
      Capital, LLC

        c/o
      State
      Street Global Markets, LLC as Program Administrator

        1
      Lincoln
      Street, Fifth Floor

        Boston,
      Massachusetts 02110-2804

        Attention:  Clipper
      Receivables Department

        Telephone:  (617)
      664-6419

        Facsimile:  (617)
      664-8630

     

    If
      such
      notice is to any subsequent Class C Holder, such notice shall be given in
      accordance with the terms of the Pooling and Servicing Agreement.

     

    All
      notices and other communications shall, when mailed, be effective on the first
      Business Day after the date of receipt, addressed as aforesaid.  Any
      party hereto may change the address or telecopier number to which notices to
      it
      are to be sent by notice given to the other parties hereto.

     

    (b)  Any
      notice or written direction given by a Class C Holder to the Trustee hereunder
      may conclusively be relied upon by the Trustee, absent manifest
      error.

     

    SECTION
      7.10  Survival
      of Representations and Warranties.  All representations and
      warranties made hereunder and in any document, certificate or statement
      delivered pursuant hereto or in connection herewith shall survive the execution
      and delivery of this Agreement.

     

    SECTION
      7.11  Exclusive
      Benefit.  The rights and remedies of the Class C Holders specified
      herein are for the sole and exclusive benefit, use and protection of the Class
      C
      Holders, and the Class C Holders are entitled, but shall have no duty or
      obligation to the Seller, the Servicer, the Trustee, the other
      Certificateholders or otherwise, to exercise or to refrain from exercising
      any
      right or remedy reserved to the Class C Holders hereunder or cause the
      Trustee or any other party to exercise or to refrain from exercising any right
      or remedy available to it.  

     

    SECTION
      7.12  Limitation
      of Remedies.  (a) No Class C Holder shall have the right to
      cause the Class C Investor Interest or any portion thereof to become due and
      payable prior to any Distribution Date or other date on which amounts are
      payable hereunder to such Class C Holder other than as set forth in Section
      2.2 hereof and shall not attempt to exercise any of its rights hereunder
      with respect to Available Amounts or amounts on deposit in the Class C Spread
      Account prior to such due date or Distribution Date.

     

    (b)  The
      obligations of each Class C Holder under this Agreement, or any other agreement,
      instrument, document or certificate executed and delivered by or issued by
      such
      Class C Holder or any officer thereof are solely the corporate obligations
      of such Class C Holder.  No recourse shall be had for payment of
      any fee or other obligation or claim arising out of or relating to this
      Agreement or any other agreement, instrument, document or certificate executed
      and delivered or issued by such Class C Holder or any officer thereof in
      connection therewith, against any stockholder, employee, officer, director
      or
      incorporator of such Class C Holder.

     

    SECTION
      7.13  Counterparts.  This
      Agreement may be executed in any number of counterparts, and by the different
      parties hereto on the same or separate counterparts, each of which shall be
      deemed to be an original instrument.

     


    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    SECTION
      7.14  Entire
      Agreement.  This Agreement constitutes the entire agreement
      between the parties relative to the subject matter hereof.  Any
      previous agreement among the parties with respect to the subject matter hereof
      is superseded by this Agreement.  Nothing in this Agreement, expressed
      or implied, is intended to confer upon any party other than the parties hereto
      any rights, remedies, obligations or liabilities under or by reason of this
      Agreement.

     

    SECTION
      7.15  Headings.  Article,
      Section and subsection headings and the Table of Contents used herein are for
      convenience of reference only, are not part of this Agreement and are not to
      affect the construction of, or to be taken into consideration in interpreting,
      this Agreement.

     

    SECTION
      7.16  Nonpetition
      Agreement.  (a) Notwithstanding any prior termination of
      this Agreement, no Class C Holder shall, prior to the date which is one year
      and
      one day after the final payment of the Certificates, acquiesce, petition or
      otherwise invoke or cause the Trust or the Seller to invoke the process of
      any
      governmental authority for the purpose of commencing or sustaining a case
      against the Trust or the Seller under any federal or state bankruptcy,
      insolvency or similar law or appointing a receiver, liquidator, assignee,
      trustee, custodian, sequestrator or other similar official of the Trust or
      the
      Seller or any substantial part of its property or ordering the winding up or
      liquidation of the affairs of the Trust or the Seller.

     

    (b)  Notwithstanding
      any prior termination of this Agreement, none of the Seller, the Servicer nor
      the Trustee shall acquiesce, petition or otherwise invoke or cause any
      Structured Holder to invoke the process of any governmental authority for the
      purpose of commencing or sustaining a case against such Structured Holder under
      any federal or state bankruptcy, insolvency or similar law or appointing a
      receiver, liquidator, assignee, trustee, custodian, sequestrator of other
      similar official of such Structured Holder or any substantial part of its
      property or ordering the winding up or liquidation of the affairs of such
      Structured Holder until the date which is one year and one day after the latest
      maturing Commercial Paper issued by such Structured Holder have been
      paid.

     

    SECTION
      7.17  Waiver
      of Jury Trial.  EACH OF, THE SELLER, THE SERVICER, THE TRUSTEE,
      AND EACH CLASS C HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
      ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT,
      THE
      CLASS C CERTIFICATES OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN
      CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
      (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE SELLER, THE SERVICER, THE TRUSTEE,
      OR ANY CLASS C HOLDER.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR
      THE CLASS C HOLDERS PURCHASING THE CLASS C CERTIFICATES DESCRIBED
      HEREIN.

     

    


    


    


    


    



    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective officers as of the day and year first above
      written.

     

    
      	
              SPIRIT
                OF AMERICA, INC., as Servicer

            
	 
	 
	
              By:_________________________________

            
	
              Name:

            
	
              Title:

            
	 
	 
	
              CHARMING
                SHOPPES RECEIVABLES

            
	
              CORP.,
                as Seller

            
	 
	 
	
              By:________________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         

      

      
        S-1

        
          

        

      

      
         

      

    


    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION, as Trustee

            
	 
	 
	
              By:____________________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         

      

      
        S-2

        
          

        

      

      
         

      

    


    


    
      	
              CLIPPER
                RECEIVABLES COMPANY, LLC,

            
	
              as
                a Class C Holder

            
	 
	 
	
              By:______________________________________

            
	
              Name:

            
	
              Title:

            
	 
	 
	
              GALLEON
                CAPITAL, LLC,

            
	
              as
                a Class C Holder

            
	 
	 
	
              By:______________________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         

      

      
        S-3

        
          

        

      

      
         

      

    


    SCHEDULE
      I

     

    Initial
      Class C Holders

     

    
      	
              Names
                of Initial Class C Holders

            	
              Principal
                Amounts of Class C Certificates

            
	 	 
	
              Clipper
                Receivables Company, LLC

            	
              $20,600,000

            
	 	 
	
              Galleon
                Capital, LLC

            	
              $8,200,000

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      II

    Conditions
      Precedent

     

    Each
      of
      the Initial Class C Holder’s obligation to purchase a Class C Certificate as
      described in Section 2.1 will be subject to the delivery to such Class C Holder
      of the following documents, which documents shall be in form and substance
      reasonably satisfactory to such Class C Holder:

     

    (a)  An
      opinion of Colin D. Stern, Esq., Executive Vice President and General Counsel
      to
      Charming, dated the Issuance Date and addressed to the Initial Class C Holders,
      as to certain corporate matters.

     

    (b)  An
      opinion of Mayer Brown LLP, dated the Issuance Date and addressed to the Initial
      Class C Holders, as to certain federal tax matters.

     

    (c)  An
      opinion of Squire, Sanders & Dempsey LLP, dated the Issuance Date and
      addressed to the Initial Class C Holders, regarding certain Ohio tax
      matters.

     

    (d)  An
      opinion of Mayer Brown LLP, dated the Issuance Date and addressed to the Initial
      Class C Holders, as to enforceability and certain securities law
      matters.

     

    (e)  An
      opinion of Mayer Brown LLP, dated the Issuance Date and addressed to the Initial
      Class C Holders, to the effect that the transfer of Receivables from the Seller
      to the Trust creates a perfected security interest in such Receivables in favor
      of the Trustee.

     

    (f)  An
      opinion of Squire, Sanders & Dempsey LLP, dated the Issuance Date and
      addressed to the Initial Class C Holders, to the effect that the transfer of
      Receivables from Spirit of America to the Seller creates a perfected security
      interest in such Receivables in favor of the Seller.

     

    (g)  An
      opinion of Mayer Brown LLP, dated the Issuance Date and addressed to the Initial
      Class C Holders, with respect to (a) the nonconsolidation of Fashion Service
      Corp. with the Seller and (b) certain FDIC matters relating to the transfer
      of
      the Receivables from Spirit of America to the Seller.

     

    (h)  A
      Servicer Report dated as of the Issuance Date, calculated after giving effect
      to
      all transactions contemplated on the Issuance Date.

     

    (i)  Copies
      of
      each of the Class A Swap relating to Class A Certificates, the Class M Swap
      relating to the Class M Certificates, the Class B Swap relating to the Class
      B
      Certificates and the Class C Cap relating to the Class C Certificates, duly
      executed by the parties thereto.

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A
      to Certificate Purchase Agreement

     

    CHARMING
      SHOPPES MASTER TRUST SERIES 2007-1

     

    DUE
      PERIOD ENDING ______________

     

    
      	 	 
	
              To
                be in a form agreed by the Initial Class C Holders, and the
                Servicer.

            
	 	 


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    Exhibit
      B
to
      Certificate Purchase Agreement

     

    


    FORM
      OF
      REPRESENTATION LETTER

     

    


    


    U.S.
      Bank
      National Association

    EP-MN-WS3D

    60
      Livingston Avenue

    St.
      Paul,
      MN 55107

     

    Charming
      Shoppes Receivables Corp.

    1103
      Allen Drive

    Milford,
      Ohio  45150

     

    
      	
               

            	
              Re:

            	
              Purchase
                of $[__________] principal amount of Charming
                Shoppes

            


    

     

    
      	
               

            	
              Master
                Trust Series 2007-1 Floating Rate Asset Backed Certificates, Class
                C

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Class C Certificate Purchase Agreement, dated as of
      October 17, 2007 (the “Class C CPA”), among U.S. Bank National
      Association, as Trustee, Charming Shoppes Receivables Corp. (“CSRC”), as
      Seller, Spirit of America, Inc., as Servicer and the Class C Holders described
      therein.  In connection with our purchase of the above Asset Backed
      Certificates (the “Certificates”), we (the “Purchaser”) confirm
      that:

     

    
      	
               

            	
              (1)

            	
              we
                understand that the Certificates are not being registered under the
                Securities Act of 1933, as amended (the “1933 Act”), and are being
                sold to us in a transaction that is exempt from the registration
                requirements of the 1933 Act and of any applicable state securities
                laws;

            


    

     

    
      	
               

            	
              (2)

            	
              any
                information we desire concerning the Certificates or any other matter
                relevant to our decision to purchase the Certificates is or has been
                made
                available to us;

            


    

     

    
      	
               

            	
              (3)

            	
              we
                have such knowledge and experience in financial and business matters
                as to
                be capable of evaluating the merits and risks of an investment in
                the
                Certificates, and we (and any account for which we are purchasing)
                are
                able to bear the economic risk of an investment in the
                Certificates;

            


    

     

    
      	
               

            	
              (4)

            	
              we
                are a qualified institutional buyer as defined in Rule 144A promulgated
                under the 1933 Act (a “QIB”) that is purchasing for its own account
                or for the account of a QIB and have completed one of the forms of
                certification to that effect attached hereto as Annex 1 or Annex
                2 (each,
                a “Certification Form”);

            


    

     

    
      	
               

            	
              (5)

            	
              we
                will not make any general solicitation or general advertising for
                the
                offer or sale of our Certificates and will not transfer our Certificates
                (or any portion

            


    

     


    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    


    thereof)
      to any Person except to a U.S. Person (as defined in Section 7701(a)(30) of
      the
      Code) within the United States which we reasonably believe is a QIB that is
      purchasing (i) for its own account or (ii) for the account of a QIB, and, in
      such case, unless such Person shall have delivered to us a purchaser
      representation letter substantially in the form hereof;

     

    
      	
               

            	
              (6)

            	
              we
                are either (a) not acquiring such Certificates (or interest therein)
                with
                the assets of 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, a “plan” as defined
                in and subject to Section 4975 of the Code, or an entity deemed to
                hold
                the “plan assets” of any of the foregoing (each, a “Benefit Plan
                Investor”) or (b) an insurance company purchasing the Certificates (or
                interest therein) with the assets of our general account and, at
                the time
                of acquisition and throughout the period of holding, (1) we satisfy
                all of
                the conditions of Prohibited Transaction Class Exemption 95-60; (2)
                less
                than 25% of the assets of the general account are or represent assets
                of
                Benefit Plan Investors; and (3) we are not (i) the issuer, (ii) 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 to such assets, or (3) any affiliate of such a person,
                and
                would not otherwise be disregarded under 29 C.F.R. Section
                2510.3-101(f)(1).  If we are a non-U.S. or governmental plan,
                our acquisition, holding and disposition of the Certificates (or
                interest
                therein) 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.

            


    

     

    
      	
               

            	
              (7)

            	
              no
                registration with, consent or approval of or other action by any
                federal,
                state or other governmental authority or regulatory body having
                jurisdiction over it is required in connection with the execution,
                delivery or performance by it of the Class C
                CPA;

            


    

     

    
      	
               

            	
              (8)

            	
              we
                are each 1 Private Holder and a U.S. Person (as defined in Section
                7701(a)(30) of the Code);

            


    

     

    
      	
               

            	
              (9)

            	
              we
                covenant and agree to maintain as confidential, not disclose to any
                Person
                (other than any officer, employee, agent, counsel, advisor or
                representative of a party hereto), and not use for any purpose other
                than
                in connection with this Agreement, all information acquired by us
                that is
                not publicly available relating to the Trust, the Seller, the Originator
                or the Servicer which we obtained in connection with the transactions
                contemplated hereby, except (A) as the Trustee, the Seller or the
                Servicer
                may have consented to in writing prior to any proposed disclosure,
                (B) as
                we have been advised by counsel is (i) required by law, including,
                without
                limitation, any securities or banking laws, rules, orders or regulations
                or (ii) reasonably necessary or desirable in connection with any
                lawsuit
                or governmental investigation or proceeding, provided in each such
                instance we will notify the Seller and the Servicer of our intention
                to
                make any such disclosure prior to making such disclosure; and
                providedfurther that we
                may

            


    

     


    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    


    disclose
      to any and all persons the tax treatment and tax structure of the transaction
      and all materials of any kind (including opinions or other tax analyses) that
      are provided to us relating to such tax treatment and tax structure and such
      information concerning the purchase or sale of the Class C Certificates as
      we
      may be required to disclose to any federal or state regulatory authority having
      jurisdiction over us and the National Association of Insurance Commissioners
      or
      any similar organization, or any nationally recognized rating agency that
      requires access to information about our investment portfolio;

     

    
      	
               

            	
              (10)

            	
              we
                understand that any sale or other transfer of the Class C Certificates
                will be subject to the additional transfer restrictions and the notice
                requirements as described in the Class C CPA and acknowledge that
                we have
                received a copy of the Class C CPA;

            


    

     

    
      	
               

            	
              (11)

            	
              we
                are not acquiring, and will not sell or otherwise transfer, any Class
                C
                Certificates through (i) an “established securities market” within the
                meaning of section 7704(b)(1) of the Code, and any proposed, temporary
                or
                final treasury regulation thereunder, including, without limitation,
                an
                over-the-counter-market or an interdealer quotations system that
                regularly
                disseminates firm buy or sell quotations or (ii) a “secondary market” or
                “substantial equivalent thereof” within the meaning of section 7704(b)(1)
                of the Code, and any proposed, temporary or final treasury regulation
                thereunder, including a market wherein interests in the Trust are
                regularly quoted by any person making a market in such interests
                and a
                market wherein any person regularly makes available bid or offer
                quotes
                with respect to interests in the Trust and stands ready to effect
                buy or
                sell transactions at the quoted prices for itself or on behalf of
                others;

            


    

     

    
      	
               

            	
              (12)

            	
              we
                are not a competitor of CSRC or any Affiliate of CSRC; it being understood
                that for purposes of the foregoing certification, a “competitor” means a
                Person, or Affiliate thereof, engaged in any of the same businesses
                as the
                businesses conducted by CSRC or its Affiliates; but notwithstanding
                the
                foregoing, the term “competitor” shall not include any bank, trust
                company, savings and loan association or other financial institution,
                any
                investment company, any insurance company, any broker or dealer,
                or any
                other similar financial institution or entity, regardless of legal
                form,
                unless, in any such case, such Person, or affiliate thereof, is engaged
                in
                the business of issuing and owning retail private label credit card
                programs; and

            


    

     

    
      	
               

            	
              (13)

            	
              we
                understand that the Certificates will bear a legend to substantially
                the
                following effect:

            


    

     

    “THIS
      CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY BE SOLD ONLY PURSUANT TO
      A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE
      PROVISIONS OF SECTION 5 OF THE ACT.  IN ADDITION, THE TRANSFER OF THIS
      CERTIFICATE IS

     


    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    


    SUBJECT
      TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.  A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE
      FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
      REQUEST.

     

    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 TO SUCH ASSETS, OR (3) ANY AFFILIATE
      OF SUCH A 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.

     

    NEITHER
      THIS CERTIFICATE, NOR ANY PORTION OF THIS CERTIFICATE, MAY BE TRANSFERRED (X)
      IF
      AFTER GIVING EFFECT TO THE EXECUTION OR TRANSFER OF SUCH CERTIFICATE, THERE
      WOULD BE MORE THAN (I) 5 PRIVATE HOLDERS OF CLASS C CERTIFICATES OR (II) 100
      PRIVATE HOLDERS, OR (Y) ON OR

     


    
      
         

      

      
        B-4

        
          

        

      

      
         

      

    


    THROUGH
      (I) AN “ESTABLISHED SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(b)(1)
      OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ANY PROPOSED, TEMPORARY
      OR
      FINAL TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN
      OVER-THE-COUNTER-MARKET OR AN INTERDEALER QUOTATIONS SYSTEM THAT REGULARLY
      DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) “SECONDARY MARKET” OR
“SUBSTANTIAL EQUIVALENT THEREOF” WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ANY PROPOSED, TEMPORARY OR FINAL
      TREASURY REGULATION THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THE
      TRUST ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET IN SUCH INTERESTS
      AND A
      MARKET WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH
      RESPECT TO INTERESTS IN THE TRUST AND STANDS READY TO EFFECT BUY OR SELL
      TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF
      OTHERS.  ANY ATTEMPTED TRANSFER, ASSIGNMENT, CONVEYANCE, PARTICIPATION
      OR SUBDIVISION IN CONTRAVENTION OF THE PRECEDING RESTRICTIONS, AS REASONABLY
      DETERMINED BY THE SELLER, SHALL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR,
      SELLER, OR SUBDIVIDER OF SUCH CERTIFICATE SHALL BE CONSTRUED TO BE TREATED
      AS
      THE CERTIFICATEHOLDER OF ANY SUCH CERTIFICATE FOR ALL PURPOSES OF THE POOLING
      AND SERVICING AGREEMENT.”

     

    The
      Seller and the Trustee are entitled to rely upon this letter and are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceeding or official inquiry with respect to
      the
      matters covered hereby.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         

      

      
        B-5

        
          

        

      

      
         

      

    


    Capitalized
      terms used but not defined herein shall have those meanings set forth for such
      terms in the Class C CPA.

     

    
      	
              Very
                truly yours,

            
	 
	
              [Name
                of Purchaser]

            
	 
	 
	
              By:___________________________________

            
	 (Authorized
              Officer)


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         

      

      
        B-6

        
          

        

      

      
         

      

    


    Annex
      1
      to Exhibit B

     

    Qualified
      Institutional Buyer Status Under SEC Rule 144A

     

    (Buyers
      other than investment companies)

     

    


    U.S.
      Bank
      National Association

    EP-MN-WS3D

    60
      Livingston Avenue

    St.
      Paul,
      MN 55107

    Attn:
      [___________________]

     

    


     

    Charming
      Shoppes Receivables Corp.

    1103
      Allen Drive

    Milford,
      Ohio  45150

     

    [Transferring
      Class C Holder]

     

    Name
      of
      Buyer:  _____________________________________ (“Buyer”)

     

    I
      hereby
      certify that as indicated below, I am the duly-authorized President, Chief
      Financial Officer, Vice President or other executive officer of
      Buyer.

     

    In
      connection with purchases of securities by Buyer, I hereby certify to you and,
      if you act as broker for one or more customers, to such customers, that Buyer
      is
      a “qualified institutional buyer” as defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because (i) Buyer owned and/or
      invested on a discretionary basis $_______1 in securities (except
      for the
      excluded securities referred to below) as of the end of Buyer’s most recent
      fiscal year (such amount being calculated in accordance with Rule 144A) and
      (ii)
      Buyer satisfies the criteria in the category marked below:

     

    
      	
              □  

            	
              Corporation,
                etc.  Buyer is a corporation (other than a bank, savings and
                loan association or similar institution), Massachusetts or similar
                business trust, partnership, or charitable organization described
                in
                Section 501(c)(3) of the Internal Revenue
                Code.

            


    

     

    
      	
              □  

            	
              Bank.  Buyer
                (a) is a national bank or banking institution organized under the
                laws of
                any State, territory or the District of Columbia, the business of
                which is
                substantially confined to banking and is supervised by the State
                or
                territorial banking commission or similar official or is a foreign
                bank or
                equivalent institution, and (b) has an
                audited

            


    

     

    net
      worth
      of at least $25,000,000 as demonstrated in its latest annual financial
      statements, a copy of which is attached hereto.

     

    
      	
              □  

            	
              Savings
                and Loan.  Buyer (a) is a savings and loan association,
                building and loan association, cooperative bank, homestead association
                or
                similar institution, which is supervised and examined by a State
                or
                Federal authority having supervision over any such institution or
                is a
                foreign savings and loan association or equivalent institution and
                (b) has
                an audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a copy of which is attached
                hereto.

            


    

     

    
      	
              □  

            	
              Broker-dealer.  Buyer
                is a dealer registered pursuant to Section 15 of the Securities Exchange
                Act of 1934.

            


    

     

    
      	
              □  

            	
              Insurance
                Company.  Buyer is an insurance company whose primary and
                predominant business activity is the writing of insurance or the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State, territory or the District of
                Columbia.

            


    

     

    
      	
              □  

            	
              State
                or Local Plan.  Buyer is a plan established and maintained
                by a State, its political subdivisions, or any agency or instrumentality
                of a State or its political subdivisions, for the benefit of its
                employees.

            


    

     

    
      	
              □  

            	
              Investment
                Advisor.  Buyer is an investment advisor registered under
                the Investment Advisers Act of
                1940.

            


    

     

    The
      term
“securities” as used herein does not include (i) securities of issuers that are
      affiliated with Buyer, (ii) securities that are part of an unsold allotment
      to
      or subscription by Buyer (if Buyer is a dealer), (iii) securities issued or
      guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes
      and certificates of deposit, (v) loan participations, (vi) repurchase
      agreements, (vii) securities owned but subject to a repurchase agreement, and
      (viii) currency, interest rate and commodity swaps.

     

    For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis, Buyer used the cost of such securities to Buyer and
      did not include any of the securities referred to in the preceding
      paragraph.

     

    Further,
      in determining such aggregate amount, Buyer may have included securities owned
      by subsidiaries of Buyer, but only if such subsidiaries are consolidated with
      Buyer in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under Buyer’s direction.  However, such securities were not included
      if Buyer is a majority-owned, consolidated subsidiary of another enterprise
      and
      Buyer is not itself a reporting company under the Securities Exchange Act of
      1934.

     

    [Buyer
      acknowledges that it is familiar with Rule 144A and understands that you and
      your customers (if you act as a broker for one or more customers) are and will
      continue to rely

     

    

      

    

     

      1
        Buyer must own
        and/or invest on a discretionary basis at least $100,000,000 in securities
        of
        issuers that are not affiliated with the Buyer, unless Buyer is a dealer,
        and,
        in that case, Buyer must own and/or invest on a discretionary basis at least
        $10,000,000 in securities of issuers that are not affiliated with the
        Buyer.

    


    
      
         

      

      
        B-7

        
          

        

      

      
         

      

    


    on
      the
      statements made herein because one or more sales by you for your own account
      of
      your customer’s account to Buyer may be in reliance on Rule 144A.

     

    Will
      Buyer be purchasing Rule 144A securities only for Buyer’s own
      account?______

     

                                                                                                                         Yes           No

     

    If
      the
      answer to this question is “no”, Buyer agrees that, in connection with any
      purchase of securities sold to Buyer for the account of a third party (including
      any separate account) in reliance on Rule 144A, Buyer will only purchase for
      the
      account of a third party that at the time is a “qualified institutional buyer”
within the meaning of Rule 144A.  In addition, Buyer agrees that Buyer
      will not purchase securities for a third party unless Buyer has obtained a
      current representation letter from such third party or taken other appropriate
      steps contemplated by Rule 144A to conclude that such third party independently
      meets the definition of “qualified institutional buyer” set forth in Rule
      144A.]2

     

    Buyer
      agrees to notify you of any changes in the information and conclusions
      herein.  Until such notice is given to you, Buyer’s purchase of
      securities from you, or through you from your customers will constitute a
      reaffirmation of the foregoing certifications and acknowledgments as of the
      date
      of such purchase.

     

    Further,
      if Buyer is a bank or savings and loan as provided above, Buyer agrees that
      it
      will furnish you with updated annual financial statements promptly after they
      become available.

     

    Date:______________________

     

    
      	
              Very
                truly yours,

            
	 
	
              [Print
                Name of Buyer]

            
	 
	 
	 
	
              By:__________________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    

      

    

     

      2
        Bracketed language
        to be included only in Certification Forms from Buyers in connection with
        re-sales pursuant to Rule 144A.

    


    
      
         

      

      
        B-8

        
          

        

      

      
         

      

    


    Annex
      2
      to Exhibit B

     

    


    


    U.S.
      Bank
      National Association

    EP-MN-WS3D

    60
      Livingston Avenue

    St.
      Paul,
      MN 55107

    


     

    Charming
      Shoppes Receivables Corp.

     

    1103
      Allen Drive

     

    Milford,
      Ohio  45150

     

    Name
      of
      Buyer:  ____________________________________ (“Buyer”)

     

    Name
      of
      Investment Adviser:  _________________________
      (“Adviser”)

     

    I
      hereby
      certify that, as indicated below, I am the duly-authorized President, Chief
      Financial Officer or Vice President of Buyer or, if Buyer is a “qualified
      institutional buyer” as defined in Rule 144A under the Securities Act of 1933,
      as amended (“Rule 144A”) because Buyer is part of a Family of Investment
      Companies (as defined below), of Adviser.

     

    In
      connection with purchases of securities by Buyer, I hereby certify to you and,
      if you act as broker for one or more customers, to such customers, that Buyer
      is
      a “qualified institutional buyer” as defined in Rule 144A because (i) Buyer is
      an investment company registered under the Investment Company Act of 1940 and
      (ii) as marked below, Buyer alone, or Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of Buyer’s most recent fiscal
      year.

     

    
      	
              ______

            	
              Buyer
                owned $________ in securities (other than the excluded securities
                referred
                to below) as of the end of Buyer’s most recent fiscal year (such amount
                being calculated in accordance with Rule 144A).

            
	
              ______

            	
              Buyer
                is part of a Family of Investment Companies which owned in the aggregate
                $_______ in securities (other than the excluded securities referred
                to
                below) as of the end of Buyer’s most recent fiscal year (such amount being
                calculated in accordance with Rule
                144A).

            


    

     

    For
      purposes of determining the amount of securities owned by Buyer or Buyer’s
      Family of Investment Companies, I used the cost of such securities.

     

    The
      term
“Family of Investment Companies” as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue of
      being majority owned subsidiaries of the same parent or because one investment
      adviser is a majority owned subsidiary of the other).

     

    The
      term
“securities” as used herein does not include (i) securities of issuers
      that are affiliated with Buyer or are part of Buyer’s Family of Investment
      Companies, (ii) securities

     


    
      
         

      

      
        B-9

        
          

        

      

      
         

      

    


    issued
      or
      guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
      and certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement and
      (vii) currency, interest rate and commodity swaps.

     

    [On
      behalf of Buyer, I acknowledge that Buyer is familiar with Rule 144A and
      understands that you and your customers (if you act as a broker for one or
      more
      customers) are and will continue to rely on the statements made herein because
      one or more sales to Buyer by you for your own account or your customer’s
      account will be in reliance on Rule 144A.  In addition, on behalf of
      Buyer, I agree that, in connection with any purchase of securities sold by
      or
      through you in reliance on Rule 144A, Buyer will only purchase for Buyer’s own
      account.]3

     

    Finally,
      on behalf of Buyer or Adviser (as appropriate), I also agree to notify you
      of
      any changes in the information and conclusions herein.  Until such
      notice is given to you, Buyer’s purchase of securities from you, or through you
      from your customers, will constitute a reaffirmation of the foregoing
      certifications and acknowledgments as of the date of such purchase.

     

    Date:______________________

     

    
      	
              Very
                truly yours,

            
	 
	
              [Print
                Name of Buyer]

            
	 
	 
	 
	
              By:__________________________________

            
	
              Name:

            
	
              Title:

            
	 
	
              On
                behalf of:

            
	
              [Name
                of Buyer/Adviser]

            


    

    


    

      

    

     

      3
        Bracketed language
        to be included only in Certification Forms from Buyers in connection with
        re-sales pursuant to Rule 144A.

    


    
      
         

      

      
        B-10