exhibit102oct172007.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      10.2

    


    
      

      

    

    


    
      	
               

              CHARMING
                SHOPPES RECEIVABLES CORP.

               

              Seller

               

              SPIRIT
                OF AMERICA, INC.

               

              Servicer

               

              and

               

              U.S.
                BANK NATIONAL ASSOCIATION

               

              Trustee

               

              on
                behalf of the Series 2007-1 Certificateholders

            
	
              ______________________________

               

              SERIES
                2007-1 SUPPLEMENT

               

              Dated
                as of October 17, 2007

               

              to

               

              SECOND
                AMENDED AND RESTATED POOLING AND

              SERVICING
                AGREEMENT

               

              Dated
                as of November 25, 1997, as amended

              ______________________________

               

            
	
              $320,000,000

               

              CHARMING
                SHOPPES MASTER TRUST

               

              SERIES
                2007-1

               

            


    

    


    
      

      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              TABLE
                OF CONTENTS

            
	 	 	
              Page

            
	
              SECTION
                1.

            	
              Designation

            	
              1

            
	
              SECTION
                2.

            	
              Definitions

            	
              2

            
	
              SECTION
                3.

            	
              Servicing
                Compensation

            	
              32

            
	
              SECTION
                4.

            	
              Reassignment
                and Transfer Terms

            	
              33

            
	
              SECTION
                5.

            	
              Delivery
                and Payment for the Series 2007-1 Certificates

            	
              33

            
	
              SECTION
                6.

            	
              Depository;
                Form of Delivery of Series 2007-1 Certificates

            	
              33

            
	
              SECTION
                7.

            	
              Interest
                Rate Hedge Agreements

            	
              34

            
	
              SECTION
                8.

            	
              Article
                IV of Agreement

            	
              34

            
	
              SECTION
                9.

            	
              Article
                V of the Agreement

            	
              62

            
	
              SECTION
                10.

            	
              Series
                2007-1 Early Amortization Events

            	
              64

            
	
              SECTION
                11.

            	
              Series
                2007-1 Termination

            	
              66

            
	
              SECTION
                12.

            	
              Ratification
                of Agreement

            	
              66

            
	
              SECTION
                13.

            	
              Counterparts

            	
              66

            
	
              SECTION
                14.

            	
              No
                Petition

            	
              67

            
	
              SECTION
                15.

            	
              Forms
                of Series 2007-1 Certificates

            	
              67

            
	
              SECTION
                16.

            	
              Transfer
                Restrictions

            	
              68

            
	
              SECTION
                17.

            	
              Certain
                Amendments

            	
              76

            
	
              SECTION
                18.

            	
              Commercial
                Law Representations and Warranties of the Seller

            	
              76

            
	
              SECTION
                19.

            	
              Governing
                Law

            	
              77

            
	
              SECTION
                20.

            	
              Third
                Party Beneficiary

            	
              77

            


    

     

    EXHIBITS

     

    
      	
              EXHIBIT
                A-1

            	
              Form
                of Class A-1 Certificate

            
	
              EXHIBIT
                A-2

            	
              Form
                of Class A-2 Certificate

            
	
              EXHIBIT
                M-1

            	
              Form
                of Class M-1 Certificate

            
	
              EXHIBIT
                M-2

            	
              Form
                of Class M-2 Certificate

            
	
              EXHIBIT
                B-1

            	
              Form
                of Class B-1 Certificate

            
	
              EXHIBIT
                B-2

            	
              Form
                of Class B-2 Certificate

            
	
              EXHIBIT
                C

            	
              Form
                of Class C Certificate

            
	
              EXHIBIT
                D-1

            	
              Form
                of Class D-1 Certificate

            
	
              EXHIBIT
                D-2

            	
              Form
                of Class D-2 Certificate

            
	
              EXHIBIT
                E

            	
              Form
                of Monthly Payment Instructions and Notification to the
                Trustee

            
	
              EXHIBIT
                F

            	
              Form
                of Monthly Certificateholders’ Statement

            
	
              EXHIBIT
                G-1

            	
              Form
                of Regulation S Book-Entry Certificate to Restricted Book-Entry
                Certificate Transfer Certificate

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              TABLE
                OF CONTENTS

            
	 	 
	
              EXHIBIT
                G-2

            	
              Form
                of Restricted Book-Entry Certificate to Regulation S Book-Entry
                Certificate Transfer Certificate

            
	
              EXHIBIT
                H-1

            	
              Form
                of Interest Rate Swap Agreement

            
	
              EXHIBIT
                H-2

            	
              Form
                of Interest Rate Cap Agreement

            
	
              EXHIBIT
                I

            	
              Form
                of Non-U.S. Beneficial Ownership Certification by Member
                Organization

            
	
              EXHIBIT
                J

            	
              Form
                of Non-U.S. Beneficial Ownership Certification by Euroclear or Clearstream
                Banking, Société Anonyme

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    



    This
      SERIES 2007-1 SUPPLEMENT, dated as of October 17, 2007 (this
“Supplement”), is among CHARMING SHOPPES RECEIVABLES CORP., a Delaware
      corporation, as Seller (the “Seller”), SPIRIT OF AMERICA, INC., a
      Delaware corporation, as Servicer (the “Servicer”), and U.S. BANK
      NATIONAL ASSOCIATION (as successor to Wachovia Bank, National Association),
      as
      Trustee (the “Trustee”) under the Second Amended and Restated Pooling and
      Servicing Agreement dated as of November 25, 1997 and heretofore amended among
      the Seller, the Servicer and the Trustee (as further amended or otherwise
      modified from time to time, the “Agreement”).

     

    Section
      6.9 of the Agreement provides, among other things, that the Seller, the Servicer
      and the Trustee may at any time and from time to time enter into a supplement
      to
      the Agreement for the purpose of authorizing the delivery by the Trustee to
      the
      Seller for the execution and redelivery to the Trustee for authentication of
      one
      or more Series of Certificates.

     

    Pursuant
      to this Supplement, the Seller and the Trustee shall create a new Series of
      Investor Certificates and shall specify the Principal Terms
      thereof.

     

    SECTION
      1.  Designation.

     

    (a)  There
      is
      hereby created a Series of Investor Certificates to be issued in five classes
      pursuant to the Agreement and this Series Supplement and to be known together
      as
      the Series 2007-1 Certificates.  The five classes shall be designated
      the Class A Asset Backed Certificates, Series 2007-1 (the “Class A
      Certificates”), the Class M Asset Backed Certificates, Series 2007-1 (the
“Class M Certificates”), the Class B Asset Backed Certificates, Series
      2007-1 (the “Class B Certificates”), the Class C Asset Backed
      Certificates, Series 2007-1 (the “Class C Certificates”) and the Class D
      Asset Backed Certificates, Series 2007-1 (the “Class D
      Certificates”).  The Class A Asset Backed Certificates shall be
      comprised of two subclasses designated as the Class A-1 Asset Backed
      Certificates, Series 2007-1 (the “Class A-1 Certificates”) and the Class
      A-2 Asset Backed Certificates, Series 2007-1 (the “Class A-2
      Certificates”).  The Class M Asset Backed Certificates shall be
      comprised of two subclasses designated as the Class M-1 Asset Backed
      Certificates, Series 2007-1 (the “Class M-1 Certificates”) and the Class
      M-2 Asset Backed Certificates, Series 2007-1 (the “Class M-2
      Certificates”).  The Class B Asset Backed Certificates shall be
      comprised of two subclasses designated as the Class B-1 Asset Backed
      Certificates, Series 2007-1 (the “Class B-1 Certificates”) and the Class
      B-2 Asset Backed Certificates, Series 2007-1 (the “Class B-2
      Certificates”).  The Class D Asset Backed Certificates shall be
      comprised of two subclasses designated as the Class D-1 Asset Backed
      Certificates, Series 2007-1 (the “Class D-1 Certificates”) and the Class
      D-2 Asset Backed Certificates, Series 2007-1 (the “Class D-2
      Certificates”).

     

    (b)  Series
      2007-1 shall be included in Group One.  Series 2007-1 shall be a
      Paired Series with respect to Series 2002-1.

     

    (c)  If
      any
      term or provision contained herein shall conflict with or be inconsistent with
      any term or provision contained in the Agreement, the terms and provisions
      of
      this Supplement shall be controlling.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      2.  Definitions.  In
      the event that any term or provision contained herein shall conflict with or
      be
      inconsistent with any provision contained in the Agreement, the terms and
      provisions of this Supplement shall govern with respect to this
      Series.  All Article, Section or subsection references herein shall
      mean Article, Section or subsections of the Agreement, except as otherwise
      provided herein.  All capitalized terms not otherwise defined herein
      are defined in the Agreement.  Each capitalized term defined herein
      shall relate only to the Series 2007-1 Certificates and no other Series of
      Certificates or Receivables Purchase Series issued by the Trust.

     

    “Amortization
      Period” shall mean, with respect to Series 2007-1, the Controlled
      Amortization Period or the Early Amortization Period.

     

    “Available
      Funds” shall mean, with respect to any Distribution Date, the sum of
      Class A Available Funds, Class M Available Funds, Class B Available
      Funds, Class C Available Funds and Class D Available Funds, in each case for
      such Distribution Date.

     

    “Available
      Principal Collections” shall mean, with respect to any Distribution Date,
      the sum of:

     

    
      	
               

            	
              (a)

            	
              (i)
                with respect to any Distribution Date prior to the earlier to occur
                of (A)
                payment in full of the Series 2002-1 Certificates and (B) the end
                of the
                Funding Period, $0; and (ii) with respect to any other Distribution
                Date,
                the Principal Allocation Percentage of all Collections of Principal
                Receivables received during the related Due Period, minus the
                amount of Reallocated Class D Principal Collections, Reallocated
                Class C
                Principal Collections, Reallocated Class B Principal Collections
                and
                Reallocated Class M Principal Collections with respect to such Due
                Period
                which pursuant to Section 4.12 are required to fund the Class A Required
                Amount, the Class M Required Amount, the Class B Required Amount
                and the
                Class C Required Amount,

            


    

     

    
      	
               

            	
              (b)

            	
              any
                Shared Principal Collections with respect to other Series in Group
                One
                that are allocated to Series 2007-1 in accordance with Section 4.15
                for such Distribution Date,

            


    

     

    
      	
               

            	
              (c)

            	
              any
                other amounts which pursuant to subsections 4.9(a) and 4.11(a) (to
                the
                extent allocable to the Class A Investor Loss Amount or the Class
                A
                Investor Dilution Amount), (b), (c) (to the extent allocable to the
                Class
                M Investor Loss Amount or the Class M Investor Dilution Amount),
                (d), (e)
                (to the extent allocable to the Class B Investor Loss Amount or the
                Class
                B Investor Dilution Amount), (f), (i), (j), (k), (o), (p) and (q)
                for such
                Due Period (other than such amounts paid from Reallocated Principal
                Collections) are to be treated as Available Principal Collections
                for such
                Distribution Date, and

            


    

     

    
      	
               

            	
              (d)

            	
              the
                amount, if any, specified by the Holder of the Exchangeable Seller
                Certificate pursuant to the first proviso to subsection 4.5(b)(ii)
                to be
                distributed as Available Principal Collections on such Distribution
                Date.

            


    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Average
      Principal Balance” shall mean, for any Due Period in which one or more Reset
      Dates occur, the weighted average of the Principal Receivables on the first
      day
      of each Subperiod in such Due Period, it being understood that such average
      will
      be weighted according to a fraction, the numerator of which is the number of
      days during the relevant Subperiod and the denominator of which is the number
      of
      days in such Due Period.

     

    “Base
      Rate” shall mean, for any Due Period, an annualized percentage equivalent of
      a fraction, the numerator of which is equal to the sum of Monthly Interest
      and
      any Net Swap Payment for the related Distribution Date and the Series 2007-1
      Investor Monthly Servicing Fee for such Due Period, and the denominator of
      which
      is equal to the outstanding principal amount of the Series 2007-1 Certificates,
      determined as of the last day of the immediately preceding Due Period (or,
      for
      the initial Due Period, the outstanding principal amount of the Series 2007-1
      Certificates as of the Closing Date).

     

    “Benefit
      Plan Investor” shall have the meaning specified in subsection 16(c)(vii) of
      this Supplement.

     

    “Cash
      Pre-Funded Amount” shall mean the amount on deposit in the Pre-Funding
      Account from time to time, excluding any investment income on funds on deposit
      therein.

     

    “Class”
      shall mean any of the Class A Investor Interest, the Class M Investor
      Interest, the Class B Investor Interest, the Class C Investor Interest or
      the Class D Investor Interest.

     

    “Class
      A Additional Interest” shall mean the sum of the Class A-1 Additional
      Interest and the Class A-2 Additional Interest.

     

    “Class
      A Available Funds” shall mean, with respect to any Distribution Date, an
      amount equal to the sum of (a) the Class A Floating Allocation of the
      Collections of Finance Charge Receivables allocated to the Series 2007-1
      Certificates and deposited in the Collection Account for the related Due Period
      (including amounts under Sections 4.19(c) and 4.20(b) and other amounts that
      are
      in each case to be treated as Collections of Finance Charge Receivables in
      accordance with the Agreement (other than the Class A Net Swap Receipt)) and
      (b)
      any Class A Net Swap Receipt for such Distribution Date.

     

    “Class
      A Certificate Rate” means the Class A-1 Certificate Rate or the Class A-2
      Certificate Rate, as applicable.

     

    “Class
      A Certificateholder” shall mean each Person in whose name a Class A
      Certificate is registered in the Certificate Register.

     

    “Class
      A Certificates” shall have the meaning specified in subsection 1(a) of this
      Supplement.

     

    “Class
      A Controlled Amortization Amount” for any Due Period related to the
      Controlled Amortization Period shall mean $26,400,000.00; provided, however,
      that such amount shall be adjusted downward to reflect (i) any reduction to
      the
      Class A Investor Interest as a result of any cancellation of Class A
      Certificates pursuant to Section 4.16 and (ii) any principal payments to the
      Class A Certificateholders pursuant to subsection 4.9(h), so that such amount
      shall be equal

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    to
      1/8th
      of the outstanding principal amount of the Class A Certificates as of the last
      day of the Due Period prior to the commencement of the Controlled Amortization
      Period.

     

    “Class
      A Controlled Amortization Shortfall” shall mean (i) with respect to the
      first Due Period related to the Controlled Amortization Period, zero, and (ii)
      with respect to each other Due Period during the Controlled Amortization Period
      occurring on or prior to the Class A Expected Final Payment Date, the excess,
      if
      any, of the Class A Controlled Payment Amount for the previous Due Period over
      the amount of Available Principal Collections distributed as payment of such
      Class A Controlled Payment Amount on the Distribution Date related to such
      previous Due Period.

     

    “Class
      A Controlled Payment Amount” for any Due Period, shall mean, the sum of (a)
      the Class A Controlled Amortization Amount and (b) any existing Class A
      Controlled Amortization Shortfall.

     

    “Class
      A Deficiency Amount” shall mean the sum of the Class A-1 Deficiency Amount
      and the Class A-2 Deficiency Amount.

     

    “Class
      A Expected Final Payment Date” shall mean the November 2012 Distribution
      Date.

     

    “Class
      A Fixed Allocation” shall mean, with respect to any Due Period other than a
      Due Period relating to the Revolving Period, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which is
      the
      Class A Investor Interest as of the close of business on the last day of the
      Revolving Period and the denominator of which is equal to the Series Investor
      Interest as of the close of business on the last day of the Revolving
      Period.

     

    “Class
      A Floating Allocation” shall mean, with respect to any Due Period (including
      any day within such Due Period), the percentage equivalent (which percentage
      shall never exceed 100%) of a fraction:

     

    (a)  the
      numerator of which is the Class A Investor Interest as of the close of business
      on the last day of the preceding Due Period (or with respect to the first Due
      Period ending after the Closing Date, the Class A Investor Interest as of the
      Closing Date); and

     

    (b)  the
      denominator of which is equal to the Series Investor Interest as of the close
      of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Series Investor Interest
      as
      of the Closing Date).

     

    “Class
      A Initial Investor Interest” shall mean the aggregate initial principal
      amount of the Class A Certificates, which is
      $211,200,000.  $153,800,000 of such initial principal amount is
      allocated to the Class A-1 Certificates.  $57,400,000 of such initial
      principal amount is allocated to the Class A-2 Certificates.

     

    “Class
      A Investor Allocation” shall mean, with respect to any Due Period, (a) with
      respect to Series 2007-1 Investor Loss Amounts, Series 2007-1 Investor Dilution
      Amount and

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Collections
      of Finance Charge Receivables at any time and Collections of Principal
      Receivables during the Revolving Period, the Class A Floating Allocation and
      (b) with respect to Collections of Principal Receivables during the
      Controlled Amortization Period or Early Amortization Period, the Class A Fixed
      Allocation.

     

    “Class
      A Investor Charge-Off” shall have the meaning specified in
      subsection 4.10(a).

     

    “Class
      A Investor Dilution Amount” shall mean, for any Distribution Date, an amount
      equal to the product of (a) the Series 2007-1 Investor Dilution Amount for
      such
      Distribution Date and (b) the Class A Floating Allocation for the related Due
      Period.

     

    “Class
      A Investor Interest” shall mean, on any date of determination, an amount
      equal to the greater of (x) zero and (y) an amount equal to (a) the Class A
      Initial Investor Interest, minus (b) the aggregate amount of principal
      payments made to Class A Certificateholders prior to such date (other than
      any
      principal payment made pursuant to subsection 4.9(h)), minus (c) the
      excess, if any, of the aggregate amount of Class A Investor Charge-Offs pursuant
      to subsection 4.10(a) over Class A Investor Charge-Offs reimbursed pursuant
      to
      subsection 4.11(b) prior to such date of determination, minus (d) the
      amount of any reduction to the Class A Investor Interest as a result of the
      purchase by the Seller and subsequent cancellation of the Class A Certificates
      pursuant to Section 4.16, minus (e) the Class A Percentage of the Initial
      Total Pre-Funded Amount, plus (f) the Class A Percentage of the amount of any
      increases to the Series Investor Interest pursuant to Section 4.21 during the
      Funding Period.  The Class A Investor Interest shall be allocated to
      each subclass of the Class A Certificates proportionately according to the
      outstanding principal amount thereof.

     

    “Class
      A Investor Loss Amount” shall mean, with respect to each Distribution Date,
      an amount equal to the product of (a) the Investor Loss Amount for the related
      Due Period and (b) the Class A Floating Allocation applicable for the related
      Due Period.

     

    “Class
      A Monthly Interest” shall mean the sum of the Class A-1 Monthly
      Interest and the Class A-2 Monthly Interest.

     

    “Class
      A Monthly Principal” shall mean the monthly principal distributable in
      respect of the Class A Certificates as calculated in accordance with subsection
      4.7(a).

     

    “Class
      A Net Swap Payment” shall mean, for any Distribution Date, the net amount
      payable by the Trust to the Hedge Counterparty pursuant to the Class A Swap
      on
      that Distribution Date as a result of LIBOR being less than the Class A Swap
      Rate.  For the avoidance of doubt, Class A Net Swap Payments do not
      include Hedge Termination Fees or payment of breakage or other miscellaneous
      costs.

     

    “Class
      A Net Swap Receipt” shall mean, for any Distribution Date, the net amount
      payable to the Trust from the Hedge Counterparty pursuant to the Class A Swap
      on
      that Distribution Date as a result of LIBOR being greater than the Class A
      Swap
      Rate.

     

    “Class
      A Percentage” shall mean a fraction, the numerator of which is the
      Class A Initial Investor Interest and the denominator of which is the
      Initial Investor Interest.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Class
      A Required Amount” shall have the meaning specified in
      subsection 4.8(a).

     

    “Class
      A Servicing Fee” shall have the meaning specified in Section 3 of this
      Supplement.

     

    “Class
      A Swap” shall mean any Interest Rate Swap Agreement relating to the Class
      A-1 Certificates.

     

    “Class
      A Swap Rate” shall mean 5.056% per annum.

     

    “Class
      A-1 Additional Interest” shall have the meaning specified in subsection
      4.6(a).

     

    “Class
      A-1 Certificate Rate” shall mean, with respect to any Interest Period, a per
      annum rate equal to LIBOR as of the related LIBOR Determination Date for such
      Interest Period plus 1.25%.

     

    “Class
      A-1 Certificateholder” shall mean each Person in whose name a Class A-1
      Certificate is registered in the Certificate Register.

     

    “Class
      A-1 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     

    “Class
      A-1 Deficiency Amount” shall have the meaning specified in subsection
      4.6(a).

     

    “Class
      A-1 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class A-1 Certificates as calculated in accordance with
      subsection 4.6(a).

     

    “Class
      A-2 Additional Interest” shall have the meaning specified in subsection
      4.6(b).

     

    “Class
      A-2 Certificate Rate” shall mean, with respect to any Interest Period, a
      fixed per annum rate equal to 6.15%.

     

    “Class
      A-2 Certificateholder” shall mean each Person in whose name a Class A-2
      Certificate is registered in the Certificate Register.

     

    “Class
      A-2 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     

    “Class
      A-2 Deficiency Amount” shall have the meaning specified in subsection
      4.6(b).

     

    “Class
      A-2 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class A-2 Certificates as calculated in accordance with
      subsection 4.6(b).

     

    “Class
      B Additional Interest” shall mean the sum of the Class B-1 Additional
      Interest and the Class B-2 Additional Interest.

     

    “Class
      B Available Funds” shall mean, with respect to any Distribution Date, an
      amount equal to the sum of (a) the Class B Floating Allocation of the
      Collections of Finance Charge Receivables allocated to the Series 2007-1
      Certificates and deposited in the Collection Account

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    for
      the
      related Due Period (including amounts under Sections 4.19(c) and 4.20(b) and
      other amounts that are in each case to be treated as Collections of Finance
      Charge Receivables in accordance with the Agreement (other than the Class B
      Net
      Swap Receipt)) and (b) the Class B Net Swap Receipt for the related Distribution
      Date.

     

    “Class
      B Certificate Rate” shall mean the Class B-1 Certificate Rate or the Class
      B-2 Certificate Rate, as applicable.

     

    “Class
      B Certificateholder” shall mean each Person in whose name a Class B
      Certificate is registered in the Certificate Register.

     

    “Class
      B Certificates” shall have the meaning specified in subsection 1(a) of this
      Supplement.

     

    “Class
      B Controlled Amortization Amount” for any Due Period related to the
      Controlled Amortization Period shall mean $30,400,000; provided, however, that
      such amount shall be adjusted downward to reflect (i) any reduction to the
      Class
      B Investor Interest as a result of any cancellation of Class B Certificates
      pursuant to Section 4.16 and (ii) any principal payments to the Class B
      Certificateholders pursuant to subsection 4.9(h), so that such amount shall
      be
      equal to the outstanding principal amount of the Class B Certificates as of
      the
      last day of the Due Period prior to the commencement of the Controlled
      Amortization Period.

     

    “Class
      B Controlled Amortization Shortfall” shall mean (i) with respect to the
      first Due Period related to the Controlled Amortization Period occurring after
      the Class M Expected Final Payment Date, zero, and (ii) with respect to each
      other Due Period thereafter during the Controlled Amortization Period occurring
      on or prior to the Class B Expected Final Payment Date, means the excess, if
      any, of the Class B Controlled Payment Amount for the previous Due Period over
      the amount of Available Principal Collections distributed as payment of such
      Class B Controlled Payment Amount on the Distribution Date related to such
      previous Due Period.

     

    “Class
      B Controlled Payment Amount” for any Due Period, shall mean, the sum of (a)
      the Class B Controlled Amortization Amount and (b) any existing Class B
      Controlled Amortization Shortfall.

     

    “Class
      B Deficiency Amount” shall mean the sum of the Class B-1 Deficiency Amount
      and the Class B-2 Deficiency Amount.

     

    “Class
      B Expected Final Payment Date” shall mean the January 2013 Distribution
      Date.

     

    “Class
      B Fixed Allocation” shall mean, with respect to any Due Period other than a
      Due Period relating to the Revolving Period, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which is
      the
      Class B Investor Interest as of the close of business on the last day of the
      Revolving Period, and the denominator of which is equal to the Series Investor
      Interest as of the close of business on the last day of the Revolving
      Period.

     

    “Class
      B Floating Allocation” shall mean, with respect to any Due Period (including
      any day within such Due Period), the percentage equivalent (which percentage
      shall never exceed 100%) of a fraction:

     


    
      
        
        

      

      
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    (a)  the
      numerator of which is the Class B Investor Interest as of the close of business
      on the last day of the preceding Due Period (or with respect to the first Due
      Period ending after the Closing Date, the Class B Investor Interest as of the
      Closing Date); and

     

    (b)  the
      denominator of which is equal to the Series Investor Interest as of the close
      of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Series Investor Interest
      as
      of the Closing Date).

     

    “Class
      B Initial Investor Interest” shall mean the aggregate initial principal
      amount of the Class B Certificates, which is $30,400,000.  $16,900,000
      of such initial principal amount is allocated to the Class B-1
      Certificates.  $13,500,000 of such initial principal amount is
      allocated to the Class B-2 Certificates.

     

    “Class
      B Investor Allocation” shall mean, with respect to any Due Period (a) with
      respect to Series 2007-1 Investor Loss Amounts, Series 2007-1 Investor Dilution
      Amounts and Collections of Finance Charge Receivables at any time and
      Collections of Principal Receivables during the Revolving Period, the Class
      B
      Floating Allocation and (b) with respect to Collections of Principal
      Receivables during the Controlled Amortization Period or Early Amortization
      Period, the Class B Fixed Allocation.

     

    “Class
      B Investor Charge-Off” shall have the meaning specified in
      subsection 4.10(c).

     

    “Class
      B Investor Dilution Amount” shall mean, for any Distribution Date, an amount
      equal to the product of (a) the Series 2007-1 Investor Dilution Amount for
      such
      Distribution Date and (b) the Class B Floating Allocation for the related Due
      Period.

     

    “Class
      B Investor Interest” shall mean, on any date of determination, an amount
      equal to the greater of (x) zero and (y) an amount equal to (a) the Class B
      Initial Investor Interest, minus (b) the aggregate amount of principal payments
      made to Class B Certificateholders prior to such date (other than any principal
      payment made pursuant to subsection 4.9(h)), minus (c) the aggregate
      amount of Class B Investor Charge-Offs for all prior Distribution Dates pursuant
      to subsections 4.10(a), (b) and (c), minus (d) the aggregate amount
      of Reallocated Class B Principal Collections allocated pursuant to subsection
      4.12(b)(iv) on all prior Distribution Dates, minus (e) the amount of any
      reduction to the Class B Investor Interest as a result of the purchase by the
      Seller and subsequent cancellation of the Class B Certificates pursuant to
      Section 4.16, minus (f) the Class B Percentage of the Initial Total Pre-Funded
      Amount, plus (g) the Class B Percentage of the amount of any increases to
      the Series Investor Interest pursuant to Section 4.21 during the Funding Period,
      plus (h) the aggregate amount of Excess Spread and Shared Excess Finance
      Charge Collections allocated and available on all prior Distribution Dates
      pursuant to subsection 4.11(f) for the purpose of reimbursing amounts
      deducted pursuant to the foregoing clauses (c) and (d).  The Class B
      Investor Interest shall be allocated to each subclass of the Class B
      Certificates proportionately according to the outstanding principal amount
      thereof.

     


    
      
        
        

      

      
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    “Class
      B Investor Loss Amount” shall mean, with respect to each Distribution Date,
      an amount equal to the product of (a) the Investor Loss Amount for the
      related Due Period and (b) the Class B Floating Allocation applicable for
      the related Due Period.

     

    “Class
      B Monthly Interest” shall mean the sum of the Class B-1 Monthly Interest and
      the Class B-2 Monthly Interest.

     

    “Class
      B Monthly Principal” shall mean the monthly principal distributable in
      respect of the Class B Certificates as calculated in accordance with subsection
      4.7(c).

     

    “Class
      B Net Swap Payment” shall mean, for any Distribution Date, the net amount
      payable by the Trust to the Hedge Counterparty pursuant to the Class B Swap
      on
      that Distribution Date as a result of LIBOR being less than the Class B Swap
      Rate.  For the avoidance of doubt, Class B Net Swap Payments do not
      include Hedge Termination Fees or payment of breakage or other miscellaneous
      costs.

     

    “Class
      B Net Swap Receipt” shall mean, for any Distribution Date, the net amount
      payable to the Trust from the Hedge Counterparty pursuant to the Class B Swap
      on
      that Distribution Date as a result of LIBOR being greater than the Class B
      Swap
      Rate.

     

    “Class
      B Percentage” shall mean a fraction, the numerator of which is the
      Class B Initial Investor Interest and the denominator of which is the
      Initial Investor Interest.

     

    “Class
      B Principal Commencement Date” shall have the meaning specified in
      subsection 4.7(c).

     

    “Class
      B Required Amount” shall have the meaning specified in
      subsection 4.8(c).

     

    “Class
      B Servicing Fee” shall have the meaning specified in Section 3 of this
      Supplement

     

    “Class
      B Swap” shall mean any Interest Rate Swap Agreement relating to the Class B
      Certificates.

     

    “Class
      B Swap Rate” shall mean 5.084% per annum.

     

    “Class
      B-1 Additional Interest” shall have the meaning specified in subsection
      4.6(e).

     

    “Class
      B-1 Certificate Rate” shall mean, with respect to any Interest Period, a per
      annum rate equal to LIBOR as of the related LIBOR Determination Date for such
      Interest Period plus 2.00%.

     

    “Class
      B-1 Certificateholder” shall mean each Person in whose name a Class B-1
      Certificate is registered in the Certificate Register.

     

    “Class
      B-1 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     

    “Class
      B-1 Deficiency Amount” shall have the meaning specified in subsection
      4.6(e).

     


    
      
        
        

      

      
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    “Class
      B-1 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class B-1 Certificates as calculated in accordance with
      subsection 4.6(e).

     

     “Class
      B-2 Additional Interest” shall have the meaning specified in subsection
      4.6(f).

     

    “Class
      B-2 Certificate Rate” shall mean, with respect to any Interest Period, a
      fixed per annum rate equal to 6.91%.

     

    “Class
      B-2 Certificateholder” shall mean each Person in whose name a Class B-2
      Certificate is registered in the Certificate Register.

     

    “Class
      B-2 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     

    “Class
      B-2 Deficiency Amount” shall have the meaning specified in subsection
      4.6(f).

     

    “Class
      B-2 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class B-2 Certificates as calculated in accordance with
      subsection 4.6(f).

     

    “Class
      C Available Funds” shall mean, with respect to any Distribution Date, an
      amount equal to the sum of (a) the Class C Floating Allocation of Collections
      of
      Finance Charge Receivables allocated to the Series 2007-1 Certificates and
      deposited in the Collection Account for the related Due Period (including
      amounts under Sections 4.19(c) and 4.20(b) and other amounts that are in each
      case to be treated as Collections of Finance Charge Receivables in accordance
      with the Agreement (other than the Class C Net Cap Receipt)) and (b) the Class
      C
      Net Cap Receipt for the related Distribution Date.

     

    “Class
      C Cap” shall mean any Interest Rate Cap Agreement relating to the Class C
      Certificates.

     

    “Class
      C Cap Rate” shall mean 9.00% per annum.

     

    “Class
      C Certificate Rate” with respect to any Interest Period shall have the
      meaning specified in the Class C Purchase Agreement; provided that the Class
      C
      Certificate Rate shall in no event exceed a per annum rate equal to LIBOR as
      of
      the LIBOR Determination Date for such Interest Period plus 4.00%.

     

    “Class
      C Certificateholder” shall mean each Person in whose name a Class C
      Certificate is registered in the Certificate Register.

     

    “Class
      C Certificates” shall have the meaning specified in subsection 1(a) of this
      Supplement.

     

    “Class
      C Deficiency Amount” shall have the meaning specified in subsection
      4.6(g).

     

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

     


    
      
        
        

      

      
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    “Class
      C Fixed Allocation” shall mean, with respect to any Due Period other than a
      Due Period relating to the Revolving Period, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which is
      the
      Class C Investor Interest as of the close of business on the last day of the
      Revolving Period, and the denominator of which is equal to the Series Investor
      Interest as of the close of business on the last day of the Revolving
      Period.

     

    “Class
      C Floating Allocation” shall mean, with respect to any Due Period (including
      any day within such Due Period), the percentage equivalent (which percentage
      shall never exceed 100%) of a fraction:

     

    (a)  the
      numerator of which is the Class C Investor Interest as of the close of business
      on the last day of the preceding Due Period (or with respect to the first Due
      Period ending after the Closing Date, the Class C Investor Interest as of the
      Closing Date); and

     

    (b)  the
      denominator of which is equal to the Series Investor Interest as of the close
      of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Series Investor Interest
      as
      of the Closing Date).

     

    “Class
      C Initial Investor Interest” shall mean the aggregate initial principal
      amount of the Class C Certificates, which is $28,800,000.

     

    “Class
      C Investor Allocation” shall mean, with respect to any Due Period (a) with
      respect to Series 2007-1 Investor Loss Amounts, Series 2007-1 Investor Dilution
      Amounts and Collections of Finance Charge Receivables at any time and
      Collections of Principal Receivables during the Revolving Period, the Class
      C
      Floating Allocation and (b) with respect to Collections of Principal
      Receivables during the Controlled Amortization Period or Early Amortization
      Period, the Class C Fixed Allocation.

     

    “Class
      C Investor Charge-Off” shall have the meaning specified in
      subsection 4.10(d).

     

    “Class
      C Investor Dilution Amount” shall mean, for any Distribution Date, an amount
      equal to the product of (a) the Series 2007-1 Investor Dilution Amount for
      such
      Distribution Date and (b) the Class C Floating Allocation for the related Due
      Period.

     

    “Class
      C Investor Interest” shall mean, on any date of determination, an amount
      equal to the greater of (x) zero and (y) an amount equal to (a) the Class C
      Initial Investor Interest, minus (b) the aggregate amount of principal payments
      made to the Class C Certificateholders prior to such date (other than any
      principal payment made pursuant to subsection 4.9(h)), minus (c) the
      aggregate amount of Class C Investor Charge-Offs for all prior Distribution
      Dates pursuant to subsections 4.10(a), (b), (c) and (d), minus (d) the
      aggregate amount of Reallocated Class C Principal Collections allocated pursuant
      to subsection 4.12(b)(iii) on all prior Distribution Dates, minus (e) the
      amount of any reduction to the Class C Investor Interest as a result of the
      purchase by the Seller and subsequent cancellation of the Class C Certificates
      pursuant to Section 4.16, minus (f) the Class C Percentage of the Initial
      Total Pre-Funded Amount, plus (g) the Class C Percentage of the amount of
      any increases to the Series Investor Interest pursuant to Section 4.21 during
      the Funding Period, and plus (h) the aggregate amount of Excess
      Spread and Shared

     


    
      
        
        

      

      
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    Excess
      Finance Charge Collections allocated and available on all prior Distribution
      Dates pursuant to subsection 4.11(k) for the purpose of reimbursing amounts
      deducted pursuant to the foregoing clauses (c) and (d).

     

    “Class
      C Investor Loss Amount” shall mean, with respect to any Distribution Date,
      an amount equal to the product of (a) the Investor Loss Amount for the related
      Due Period and (b) the Class C Floating Allocation applicable for the related
      Due Period.

     

    “Class
      C Monthly Interest” shall have the meaning specified in subsection
      4.6(g).

     

    “Class
      C Monthly Principal” shall mean the monthly principal distributable in
      respect of the Class C Certificates as calculated in accordance with subsection
      4.7(d).

     

    “Class
      C Net Cap Receipt” means, for any Distribution Date, the net amount payable
      to the Trust from the Hedge Counterparty pursuant to the Class C Cap on that
      Distribution Date as a result of LIBOR being greater than the Class C Cap
      Rate.

     

    “Class
      C Percentage” shall mean a fraction, the numerator of which is the
      Class C Initial Investor Interest and the denominator of which is the
      Initial Investor Interest.

     

    “Class
      C Purchase Agreement” shall mean the agreement among the Seller, the
      Servicer, the Trustee and the Class C Certificateholders, as amended, modified
      or restated from time to time.

     

    “Class
      C Required Amount” shall mean the amount, if any, equal to the sum of
      (a) the amount, if any, by which the sum of (i) the Class C Monthly
      Interest for such Distribution Date, plus (ii) the Class C
      Deficiency Amount, if any, for such Distribution Date, plus (iii) the Class
      C Investor Loss Amount, if any, for the prior Due Period, plus (iv) the
      Class C Investor Dilution Amount, if any, for such Distribution Date exceeds
      the
      amount of Excess Spread available to be applied to such amounts pursuant to
      subsections 4.11(h), (i) and (j), plus (b) the amount, if any, by
      which the sum of (i) the Class C Servicing Fee for the prior Due Period,
plus (ii) the Class C Servicing Fee, if any, due but not paid on any
      prior Distribution Date, exceeds the Class C Available Funds for the related
      Due
      Period and the amount of any Excess Spread available to be applied to such
      amount pursuant to subsection 4.11(g).

     

    “Class
      C Servicing Fee” shall have the meaning specified in Section 3 of this
      Supplement.

     

    “Class
      D Available Funds” shall mean, with respect to any Distribution Date, an
      amount equal to the Class D Floating Allocation of Collections of Finance Charge
      Receivables allocated to the Series 2007-1 Certificates and deposited in the
      Collection Account for the related Due Period (including amounts under Sections
      4.19(c) and 4.20(b) and other amounts that are in each case to be treated as
      Collections of Finance Charge Receivables in accordance with the
      Agreement).

     

    “Class
      D Certificateholders” shall mean any Person in whose name a Class D
      Certificate is registered in the Certificate Register.

     


    
      
        
        

      

      
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    “Class
      D Certificates” shall have the meaning specified in subsection 1(a) of this
      Supplement.

     

    “Class
      D Deficiency Amount” shall mean, with respect to any Distribution Date, the
      sum of the Class D-1 Deficiency Amount plus the Class D-2 Deficiency
      Amount.

     

    “Class
      D Expected Final Payment Date” shall mean the March 2013 Distribution
      Date.

     

    “Class
      D Fixed Allocation” shall mean, with respect to any Due Period other than a
      Due Period relating to the Revolving Period, the sum of the Class D-1 Fixed
      Allocation and the Class D-2 Fixed Allocation.

     

    “Class
      D Floating Allocation” shall mean, with respect to any Due Period (including
      any day within such Due Period), the sum of the Class D-1 Floating Allocation
      and the Class D-2 Floating Allocation.

     

    “Class
      D Initial Investor Interest” shall mean $30,400,000, which amount shall be
      allocated between the Class D-1 Initial Investor Interest and the Class D-2
      Initial Investor Interest as set forth in the Class D Purchase
      Agreements.

     

    “Class
      D Investor Allocation” shall mean, with respect to any Due Period, (a) with
      respect to Series 2007-1 Investor Loss Amounts, Series 2007-1 Investor Dilution
      Amounts and Collections of Finance Charge Receivables at any time and Principal
      Receivables during the Revolving Period, the Class D Floating Allocation and
      (b)
      with respect to Collections of Principal Receivables during the Controlled
      Amortization Period or Early Amortization Period, the Class D Fixed
      Allocation.

     

    “Class
      D Investor Charge-Offs” shall mean the sum of Class D-1 Investor Charge-Offs
      plus Class D-2 Investor Charge-Offs.

     

    “Class
      D Investor Dilution Amount” shall mean, for any Distribution Date, an amount
      equal to the product of (a) the Series 2007-1 Investor Dilution Amount for
      such
      Distribution Date and (b) the Class D Floating Allocation for the related Due
      Period.

     

    “Class
      D Investor Interest” shall mean, on any date of determination, the sum of
      the Class D-1 Investor Interest plus the Class D-2 Investor
      Interest.

     

    “Class
      D Investor Loss Amount” shall mean, with respect to any Distribution Date,
      an amount equal to the product of (a) the Investor Loss Amount for the
      related Due Period and (b) the Class D Floating Allocation applicable for the
      related Due Period.

     

    “Class
      D Monthly Interest” shall mean the sum of the Class D-1 Monthly Interest
      plus the Class D-2 Monthly Interest.

     

    “Class
      D Monthly Principal” shall mean the sum of the Class D-1 Monthly Principal
      plus the Class D-2 Monthly Principal.

     


    
      
        
        

      

      
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    “Class
      D Percentage” shall mean the sum of the Class D-1 Percentage and the Class
      D-2 Percentage.

     

    “Class
      D Purchase Agreement(s)” shall mean the Class D-1 Purchase Agreement and/or
      the Class D-2 Purchase Agreement, as the case may be.

     

    “Class
      D Servicing Fee” shall mean the sum of the Class D-1 Servicing Fee plus the
      Class D-2 Servicing Fee.

     

    “Class
      D-1 Certificate Rate” with respect to any Interest Period shall have the
      meaning specified in the Class D-1 Purchase Agreement; provided that the Class
      D-1 Certificate Rate shall in no event exceed a per annum rate equal to (i)
      if
      the Class D-1 Certificate Rate is a floating rate, LIBOR as of the LIBOR
      Determination Date for such Interest Period plus 10.0% and (ii) if the Class
      D-1
      Certificate Rate is a fixed rate, 15.0%.

     

    “Class
      D-1 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     

    “Class
      D-1 Deficiency Amount” shall have the meaning specified in
      subsection 4.6(h).

     

    “Class
      D-1 Fixed Allocation” shall mean, with respect to any Due Period other than
      a Due Period relating to the Revolving Period, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which is
      the
      Class D-1 Investor Interest as of the close of business on the last day of
      the
      Revolving Period, and the denominator of which is equal to the Series Investor
      Interest as of the close of business on the last day of the Revolving
      Period.

     

    “Class
      D-1 Floating Allocation” shall mean, with respect to any Due Period
      (including any day within such Due Period), the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction:

     

    (a)  the
      numerator of which is the Class D-1 Investor Interest as of the close of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Class D-1 Investor Interest
      as of the Closing Date); and

     

    (b)  the
      denominator of which is equal to the Series Investor Interest as of the close
      of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Series Investor Interest
      as
      of the Closing Date).

     

    “Class
      D-1 Initial Investor Interest” shall mean the portion of the Class D Initial
      Investor Interest allocated to the Class D-1 Investor Interest, as set forth
      in
      the Class D-1 Purchase Agreement.

     

    “Class
      D-1 Investor Allocation” shall mean, with respect to any Due Period, (a)
      with respect to Series 2007-1 Investor Loss Amounts, Series 2007-1 Investor
      Dilution Amounts and Collections of Finance Charge Receivables at any time
      and
      Principal Receivables during the

     


    
      
        
        

      

      
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    Revolving
      Period, the Class D-1 Floating Allocation and (b) with respect to Collections
      of
      Principal Receivables during the Controlled Amortization Period or Early
      Amortization Period, the Class D-1 Fixed Allocation.

     

    “Class
      D-1 Investor Charge-Off” shall have the meaning specified in
      subsection 4.10(e).

     

    “Class
      D-1 Investor Interest” shall mean, on any date of determination, an amount
      equal to the greater of (x) zero and (y) an amount equal to (a) the Class D-1
      Initial Investor Interest, minus (b) the aggregate amount of principal
      payments made to the holders of the Class D-1 Certificates prior to such date
      (other than any principal payments made pursuant to subsection 4.9(h)),
minus (c) the aggregate amount of Class D-1 Investor Charge-Offs for
      all prior Distribution Dates pursuant to subsections 4.10(a) through (e),
minus (d) the aggregate amount of Reallocated Class D-1 Principal
      Collections allocated pursuant to subsection 4.12(b)(ii) on all prior
      Distribution Dates, minus (e) the amount of any reduction to the Class D-1
      Investor Interest as a result of the purchase by the Seller and subsequent
      cancellation of the Class D-1 Certificates pursuant to Section 4.16, minus
      (f)
      the Class D-1 Percentage of the Initial Total Pre-Funded Amount, plus (g)
      the Class D-1 Percentage of the amount of any increases to the Series Investor
      Interest pursuant to Section 4.21 during the Funding Period, plus (h) the
      aggregate amount of Excess Spread and Shared Excess Finance Charge Collections
      allocated and available on all prior Distribution Dates pursuant to
      subsection 4.11(q) for the purpose of reimbursing amounts deducted pursuant
      to the foregoing clauses (c) and (d); provided that the Class D-1
      Investor Interest determined pursuant to the foregoing clauses (a) through
      (h)
      may be subject to further increase or decrease under the circumstances described
      in Section 16(e) of this Supplement.

     

    “Class
      D-1 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class D-1 Certificates as calculated in accordance with
      subsection 4.6(h).

     

    “Class
      D-1 Monthly Principal” shall mean the monthly principal distributable in
      respect of the Class D-1 Certificates as calculated in accordance with
      subsection 4.7(e).

     

    “Class
      D-1 Percentage” shall mean a fraction, the numerator of which is the
      Class D-1 Initial Investor Interest and the denominator of which is the
      Initial Investor Interest.

     

    “Class
      D-1 Purchase Agreement” shall be the agreement among the Seller, the
      Servicer, the Trustee and the Class D-1 Certificateholders, as amended, modified
      or restated from time to time.

     

    “Class
      D-1 Servicing Fee” shall have the meaning specified in Section 3 of this
      Supplement.

     

    “Class
      D-2 Certificate Rate” with respect to any Interest Period shall have the
      meaning specified in the Class D-2 Purchase Agreement; provided that the Class
      D-2 Certificate Rate shall in no event exceed a per annum rate equal to (i)
      if
      the Class D-2 Certificate Rate is a floating rate, LIBOR as of the LIBOR
      Determination Date for such Interest Period plus 10.0% and (ii) if the Class
      D-2
      Certificate Rate is a fixed rate, 15.0%.

     

    “Class
      D-2 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    “Class
      D-2 Deficiency Amount” shall have the meaning specified in
      subsection 4.6(i).

     

    “Class
      D-2 Fixed Allocation” shall mean, with respect to any Due Period other than
      a Due Period relating to the Revolving Period, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which is
      the
      Class D-2 Investor Interest as of the close of business on the last day of
      the
      Revolving Period, and the denominator of which is equal to the Series Investor
      Interest as of the close of business on the last day of the Revolving
      Period.

     

    “Class
      D-2 Floating Allocation” shall mean, with respect to any Due Period
      (including any day within such Due Period), the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction:

     

    (a)  the
      numerator of which is the Class D-2 Investor Interest as of the close of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Class D-2 Investor Interest
      as of the Closing Date); and

     

    (b)  the
      denominator of which is equal to the Series Investor Interest as of the close
      of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Series Investor Interest
      as
      of the Closing Date).

     

    “Class
      D-2 Initial Investor Interest” shall mean the portion of the Class D Initial
      Investor Interest allocated to the Class D-2 Investor Interest, as set forth
      in
      the Class D-2 Purchase Agreement.

     

    “Class
      D-2 Investor Allocation” shall mean, with respect to any Due Period, (a)
      with respect to Series 2007-1 Investor Loss Amounts, Series 2007-1 Investor
      Dilution Amounts and Collections of Finance Charge Receivables at any time
      and
      Principal Receivables during the Revolving Period, the Class D-2 Floating
      Allocation and (b) with respect to Collections of Principal Receivables during
      the Controlled Amortization Period or Early Amortization Period, the Class
      D-2
      Fixed Allocation.

     

    “Class
      D-2 Investor Charge-Off” shall have the meaning specified in
      subsection 4.10(e).

     

    “Class
      D-2 Investor Interest” shall mean, on any date of determination, an amount
      equal to the greater of (x) zero and (y) an amount equal to (a) the Class D-2
      Initial Investor Interest, minus (b) the aggregate amount of principal
      payments made to the holders of the Class D-2 Certificates prior to such date
      (other than any principal payments made pursuant to subsection 4.9(h)),
minus (c) the aggregate amount of Class D-2 Investor Charge-Offs for
      all prior Distribution Dates pursuant to subsections 4.10(a) through (e),
minus (d) the aggregate amount of Reallocated Class D-2 Principal
      Collections allocated pursuant to subsection 4.12(b)(i) on all prior
      Distribution Dates, minus (e) the amount of any reduction to the Class
      D-2 Investor Interest as a result of the purchase by the Seller and subsequent
      cancellation of the Class D-2 Certificates pursuant to Section 4.16,
minus (f) the Class D-2 Percentage of the Initial Total Pre-Funded
      Amount, plus (g) the Class D-2 Percentage of the amount of any increases
      to the Series Investor Interest pursuant to Section 4.21 during the Funding
      Period, plus (h) the aggregate amount of

     


    
      
        
        

      

      
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    Excess
      Spread and Shared Excess Finance Charge Collections allocated and available
      on
      all prior Distribution Dates pursuant to subsection 4.11(q) for the purpose
      of reimbursing amounts deducted pursuant to the foregoing clauses (c) and (d)
      ;
provided that the Class D-2 Investor Interest determined pursuant to the
      foregoing clauses (a) through (h) may be subject to further increase or decrease
      under the circumstances described in Section 16(e) of this
      Supplement.

     

    “Class
      D-2 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class D-2 Certificates as calculated in accordance with
      subsection 4.6(i).

     

    “Class
      D-2 Monthly Principal” shall mean the monthly principal distributable in
      respect of the Class D-2 Certificates as calculated in accordance with
      subsection 4.7(f).

     

    “Class
      D-2 Percentage” shall mean a fraction, the numerator of which is the
      Class D-2 Initial Investor Interest and the denominator of which is the
      Initial Investor Interest.

     

    “Class
      D-2 Purchase Agreement” shall mean the agreement among the Seller, the
      Servicer, the Trustee and the Class D-2 Certificateholders, as amended, modified
      or restated from time to time.

     

    “Class
      D-2 Servicing Fee” shall have the meaning specified in Section 3 of this
      Supplement.

     

    “Class
      M Additional Interest” shall mean the sum of the Class M-1 Additional
      Interest and the Class M-2 Additional Interest.

     

    “Class
      M Available Funds” shall mean, with respect to any Distribution Date, an
      amount equal to the sum of (a) the Class M Floating Allocation of the
      Collections of Finance Charge Receivables allocated to the Series 2007-1
      Certificates and deposited in the Collection Account for the related Due Period
      (including amounts under Sections 4.19(c) and 4.20(b) and other amounts that
      are
      in each case to be treated as Collections of Finance Charge Receivables in
      accordance with the Agreement (other than the Class M Net Swap Receipt)) and
      (b)
      the Class M Net Swap Receipt for the related Distribution Date.

     

    “Class
      M Certificate Rate” means the Class M-1 Certificate Rate or the Class M-2
      Certificate Rate, as applicable.

     

    “Class
      M Certificateholder” shall mean each Person in whose name a Class M
      Certificate is registered in the Certificate Register.

     

    “Class
      M Certificates” shall have the meaning specified in subsection 1(a) of this
      Supplement.

     

    “Class
      M Controlled Amortization Amount” for any Due Period related to the
      Controlled Amortization Period shall mean $19,200,000; provided, however, that
      such amount shall be adjusted downward to reflect (i) any reduction to the
      Class
      M Investor Interest as a result of any cancellation of Class M Certificates
      pursuant to Section 4.16 and (ii) any principal payments to the Class M
      Certificateholders pursuant to subsection 4.9(h), so that such amount shall
      be
      equal

     


    
      
        
        

      

      
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    to
      the
      outstanding principal amount of the Class M Certificates as of the last day
      of
      the Due Period prior to the commencement of the Controlled Amortization
      Period.

     

    “Class
      M Controlled Amortization Shortfall” shall mean (i) with respect to the
      first Due Period related to the Controlled Amortization Period occurring after
      the Class A Expected Final Payment Date, zero, and (ii) with respect to each
      other Due Period thereafter during the Controlled Amortization Period occurring
      on or prior to the Class M Expected Final Payment Date, means the excess, if
      any, of the Class M Controlled Payment Amount for the previous Due Period over
      the amount of Available Principal Collections distributed as payment of such
      Class M Controlled Payment Amount on the Distribution Date related to such
      previous Due Period.

     

    “Class
      M Controlled Payment Amount” for any Due Period, shall mean, the sum of (a)
      the Class M Controlled Amortization Amount and (b) any existing Class M
      Controlled Amortization Shortfall.

     

    “Class
      M Deficiency Amount” shall mean the sum of the Class M-1 Deficiency Amount
      and the Class M-2 Deficiency Amount.

     

    “Class
      M Expected Final Payment Date” shall mean the December 2012 Distribution
      Date.

     

    “Class
      M Fixed Allocation” shall mean, with respect to any Due Period other than a
      Due Period relating to the Revolving Period, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which is
      the
      Class M Investor Interest as of the close of business on the last day of the
      Revolving Period, and the denominator of which is equal to the Series Investor
      Interest as of the close of business on the last day of the Revolving
      Period.

     

    “Class
      M Floating Allocation” shall mean, with respect to any Due Period (including
      any day within such Due Period), the percentage equivalent (which percentage
      shall never exceed 100%) of a fraction:

     

    (a)  the
      numerator of which is the Class M Investor Interest as of the close of business
      on the last day of the preceding Due Period (or with respect to the first Due
      Period ending after the Closing Date, the Class M Investor Interest as of the
      Closing Date); and

     

    (b)  the
      denominator of which is equal to the Series Investor Interest as of the close
      of
      business on the last day of the preceding Due Period (or with respect to the
      first Due Period ending after the Closing Date, the Series Investor Interest
      as
      of the Closing Date).

     

    “Class
      M Initial Investor Interest” shall mean the aggregate initial principal
      amount of the Class M Certificates, which is $19,200,000.  $4,000,000
      of such initial principal amount is allocated to the Class M-1
      Certificates.  $15,200,000 of such initial principal amount is
      allocated to the Class M-2 Certificates.

     

    “Class
      M Investor Allocation” shall mean, with respect to any Due Period (a) with
      respect to Series 2007-1 Investor Loss Amounts, Series 2007-1 Investor Dilution
      Amounts and

     


    
      
        
        

      

      
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    Collections
      of Finance Charge Receivables at any time and Collections of Principal
      Receivables during the Revolving Period, the Class M Floating Allocation and
      (b) with respect to Collections of Principal Receivables during the
      Controlled Amortization Period or Early Amortization Period, the Class M Fixed
      Allocation.

     

    “Class
      M Investor Charge-Off” shall have the meaning specified in
      subsection 4.10(b).

     

    “Class
      M Investor Dilution Amount” shall mean, for any Distribution Date, an amount
      equal to the product of (a) the Series 2007-1 Investor Dilution Amount for
      such
      Distribution Date and (b) the Class M Floating Allocation for the related Due
      Period.

     

    “Class
      M Investor Interest” shall mean, on any date of determination, an amount
      equal to the greater of (x) zero and (y) an amount equal to (a) the Class M
      Initial Investor Interest, minus (b) the aggregate amount of principal payments
      made to Class M Certificateholders prior to such date (other than any principal
      payment made pursuant to subsection 4.9(h)), minus (c) the aggregate
      amount of Class M Investor Charge-Offs for all prior Distribution Dates pursuant
      to subsections 4.10(a) and (b), minus (d) the aggregate amount of
      Reallocated Class M Principal Collections allocated pursuant to subsection
      4.12(b)(v) on all prior Distribution Dates, minus (e) the amount of any
      reduction to the Class M Investor Interest as a result of the purchase by the
      Seller and subsequent cancellation of the Class M Certificates pursuant to
      Section 4.16, minus (f) the Class M Percentage of the Initial Total
      Pre-Funded Amount, plus (g) the Class M Percentage of the amount of any
      increases to the Series Investor Interest pursuant to Section 4.21 during the
      Funding Period, plus (h) the aggregate amount of Excess Spread and Shared
      Excess Finance Charge Collections allocated and available on all prior
      Distribution Dates pursuant to subsection 4.11(d) for the purpose of
      reimbursing amounts deducted pursuant to the foregoing clauses (c) and
      (d).  The Class M Investor Interest shall be allocated to each
      subclass of the Class M Certificates proportionately according to the
      outstanding principal amount thereof.

     

    “Class
      M Investor Loss Amount” shall mean, with respect to each Distribution Date,
      an amount equal to the product of (a) the Investor Loss Amount for the
      related Due Period and (b) the Class M Floating Allocation applicable for
      the related Due Period.

     

    “Class
      M Monthly Interest” shall mean the sum of the Class M-1 Monthly Interest and
      the Class M-2 Monthly Interest.

     

    “Class
      M Monthly Principal” shall mean the monthly principal distributable in
      respect of the Class M Certificates as calculated in accordance with subsection
      4.7(b).

     

    “Class
      M Net Swap Payment” shall mean, for any Distribution Date, the net amount
      payable by the Trust to the Hedge Counterparty pursuant to the Class M Swap
      on
      that Distribution Date as a result of LIBOR being less than the Class M Swap
      Rate.  For the avoidance of doubt, Class M Net Swap Payments do not
      include Hedge Termination Fees or payment of breakage or other miscellaneous
      costs.

     

    “Class
      M Net Swap Receipt” means, for any Distribution Date, the net amount payable
      to the Trust from the Hedge Counterparty pursuant to the Class M Swap on that
      Distribution Date as a result of LIBOR being greater than the Class M Swap
      Rate.

     


    
      
        
        

      

      
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    “Class
      M Percentage” shall mean a fraction, the numerator of which is the Class M
      Initial Investor Interest and the denominator of which is the Initial Investor
      Interest.

     

    “Class
      M Principal Commencement Date” shall have the meaning specified in
      subsection 4.7(b).

     

    “Class
      M Required Amount” shall have the meaning specified in
      subsection 4.8(b).

     

    “Class
      M Servicing Fee” shall have the meaning specified in Section 3 of this
      Supplement.

     

    “Class
      M Swap” shall mean any Interest Rate Swap Agreement relating to the Class
      M-1 Certificates.

     

    “Class
      M Swap Rate” means 5.081% per annum.

     

    “Class
      M-1 Additional Interest” shall have the meaning specified in subsection
      4.6(c).

     

    “Class
      M-1 Certificate Rate” shall mean, with respect to any Interest Period, a per
      annum rate equal to LIBOR as of the related LIBOR Determination Date for such
      Interest Period plus 1.65%.

     

    “Class
      M-1 Certificateholder” shall mean each Person in whose name a Class M-1
      Certificate is registered in the Certificate Register.

     

    “Class
      M-1 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     

    “Class
      M-1 Deficiency Amount” shall have the meaning specified in subsection
      4.6(c).

     

    “Class
      M-1 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class M-1 Certificates as calculated in accordance with
      subsection 4.6(c).

     

    “Class
      M-2 Additional Interest” shall have the meaning specified in subsection
      4.6(d).

     

    “Class
      M-2 Certificate Rate” shall mean, with respect to any Interest Period, a
      fixed per annum rate equal to 6.56%.

     

    “Class
      M-2 Certificateholder” shall mean each Person in whose name a Class M-2
      Certificate is registered in the Certificate Register.

     

    “Class
      M-2 Certificates” shall have the meaning specified in subsection 1(a) of
      this Supplement.

     

    “Class
      M-2 Deficiency Amount” shall have the meaning specified in subsection
      4.6(d).

     

    “Class
      M-2 Monthly Interest” shall mean the monthly interest distributable in
      respect of the Class M-2 Certificates as calculated in accordance with
      subsection 4.6(d).

     


    
      
        
        

      

      
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    “Clearstream”
      means Clearstream Banking, société anonyme.

     

    “Closing
      Date” shall mean October 17, 2007.

     

    “Controlled
      Amortization Period” shall mean, unless an Early Amortization Event shall
      have occurred prior thereto, the period commencing on March 1, 2012, and ending
      upon the first to occur of (a) the payment in full of the Series 2007-1
      Certificates, (b) the commencement of the Early Amortization Period and (c)
      the
      Series 2007-1 Termination Date.

     

    “Controlling
      Certificateholders” shall mean (a) on any date of determination on which the
      Class A Investor Interest, the Class M Investor Interest and the Class B
      Investor Interest is greater than zero, the Holders of Class A Certificates,
      Class M Certificates and Class B Certificates evidencing more than 50% of the
      sum of the Class A Investor Interest, the Class M Investor Interest and the
      Class B Investor Interest, (b) thereafter, on any date of determination on
      which
      the Class C Investor Interest is greater than zero, the Holders of Class C
      Certificates evidencing more than 50% of the Class C Investor Interest and
      (c)
      thereafter, the Required Class D Holders (as defined in the Class D
      Purchase Agreement).

     

    “Cumulative
      Principal Shortfall” shall mean the sum of the Principal Shortfalls (as such
      term is defined in each of the related Supplements or Receivables Purchase
      Agreement) for each Series in Group One that are Principal Sharing
      Series.

     

    “Depository”
      means The Depository Trust Company, as initial Depository, or any successor
      Clearing Agency appointed by the Seller.

     

    “Designated
      Maturity” shall mean, for any LIBOR Determination Date, one
      month.

     

    “Distribution
      Date” shall mean November 15, 2007 and the fifteenth day of each calendar
      month thereafter, or if such fifteenth day is not a Business Day, the next
      succeeding Business Day.

     

    “Early
      Amortization Period” shall mean the period commencing at the close of
      business on the Business Day immediately preceding the day on which an Early
      Amortization Event with respect to Series 2007-1 is deemed to have occurred,
      and
      ending on the Series 2007-1 Termination Date.

     

    “Enhancement”
      shall mean (a) with respect to the Class A Certificates, the subordination
      of
      the Class M Certificates, the Class B Certificates, the Class C Certificates
      and
      the Class D Certificates, (b) with respect to the Class M Certificates, the
      subordination of the Class B Certificates, Class C Certificates and the Class
      D
      Certificates, (c) with respect to the Class B Certificates, the subordination
      of
      the Class C Certificates and the Class D Certificates, (d) with respect to
      the Class C Certificates, the subordination of the Class D Certificates, and
      (e)
      with respect to the Class D-1 Certificates, the subordination of the Class
      D-2
      Certificates.

     

    “Enhancement
      Provider” shall mean, collectively, the Class C Certificateholders and the
      Class D Certificateholders specified as such in the Class C Purchase Agreement
      or the Class D Purchase Agreement, as applicable.

     


    
      
        
        

      

      
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    “Euroclear”
      means Euroclear Bank S.A./N.V., as operator of the Euroclear
      System.

     

    “Excess
      Spread” shall mean, with respect to any Distribution Date, the sum of the
      amounts with respect to such Distribution Date, if any, specified pursuant
      to
      subsections 4.9(a)(v), 4.9(b)(iii), 4.9(c)(iii), 4.9(d)(ii) and
      4.9(e)(ii).

     

    “Finance
      Charge Shortfall” shall have the meaning specified in
      subsection 4.14(b).

     

    “Fixed
      Allocation Percentage” shall mean, with respect to any Due Period (including
      any day within such Due Period) occurring on or after the Fixed Principal
      Allocation Date, the percentage equivalent of a fraction:

     

    (a)  the
      numerator of which is the Series Investor Interest as of the close of business
      on the last day of the Revolving Period; provided, that if Series 2007-1
      is paired with a Paired Series (other than Series 2002-1) and an Early
      Amortization Event occurs with respect to such Paired Series, the Seller shall,
      by written notice delivered to the Trustee, the Servicer and the Rating
      Agencies, reduce the numerator to an amount equal to the Series Investor
      Interest as of the last day of the revolving period for such Paired Series;
      provided that each of the Rating Agencies confirms in writing,
      concurrently with the issuance of such Paired Series (other than Series 2002-1),
      that such change would not result in a reduction or withdrawal by such Rating
      Agency of its rating for the Series 2007-1 Certificates; and

     

    (b)  the
      denominator of which is the greater of (i) the sum of (A) the aggregate
      amount of Principal Receivables in the Trust at the end of the day on the last
      day of the prior Due Period and (B) the Excess Funding Amount as of the close
      of
      business of the last day of the prior Due Period, and (ii) the sum of the
      numerators used to calculate the Investor/Purchaser Percentages for such Due
      Period with respect to Principal Receivables for all Series of Certificates
      and
      Receivable Purchase Series outstanding;

     

    provided,
      that with respect to any Due Period in which one or more Reset Dates
      occur:

     

    (x)  the
      denominator determined pursuant to subclause (b)(i)(A) shall be (1) the
      aggregate amount of Principal Receivables in the Trust as of the close of
      business on the later of the last day of the preceding Due Period or the
      preceding Reset Date, for the period from and including the first day of the
      current Due Period or preceding Reset Date, as applicable, to but excluding
      such
      Reset Date and (2) the aggregate amount of Principal Receivables in the Trust
      as
      of the close of business on such Reset Date, for the period from and including
      such Reset Date to the earlier of the last day of such Due Period (in which
      case
      such period shall include such day) or the next succeeding Reset Date (in which
      case such period shall not include such succeeding Reset Date); and
providedfurther that with respect to any Due Period in which a
      Reset Date occurs, if the Servicer need not make daily deposits of Collections
      into the Collection Account, the amount in subclause (b)(i)(A) shall be the
      Average Principal Balance; and

     


    
      
        
        

      

      
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    (y)  the
      denominator determined pursuant to subclause (b)(ii) shall be (1) the sum of
      the
      numerators used to calculate the Investor/Purchaser Percentages for all
      outstanding Series for allocations with respect to Principal Receivables for
      all
      such Series as of the close of business on the later of the last day of the
      preceding Due Period or the preceding Reset Date, for the period from and
      including the first day of the current Due Period or preceding Reset Date,
      as
      applicable, to but excluding such Reset Date and (2) the sum of the numerators
      used to calculate the Investor/Purchaser Percentages for all outstanding Series
      for allocations with respect to Principal Receivables for all such Series as
      of
      the close of business on such Reset Date, for the period from and including
      such
      Reset Date to the earlier of the last day of such Due Period (in which case
      such
      period shall include such day) or the next succeeding Reset Date (in which
      case
      such period shall not include such succeeding Reset Date).

     

    “Fixed
      Principal Allocation Date” shall mean the earlier of (a) the date on which
      an Early Amortization Period with respect to Series 2007-1 commences, and (b)
      the date of commencement of the Controlled Amortization Period.

     

    “Floating
      Allocation Percentage” shall mean, with respect to any Due Period (including
      any day within such Due Period), the percentage equivalent of a
      fraction:

     

    (a)  the
      numerator of which is the Investor Interest at the end of the day on the last
      day of the preceding Due Period (or with respect to the first Due Period ending
      after the Closing Date, the Investor Interest as of the Closing Date),
      and

     

    (b)  the
      denominator of which is the greater of (1) the sum of (A) the aggregate amount
      of Principal Receivables in the Trust at the end of the day on the last day
      of
      the prior Due Period (or with respect to the first Due Period ending after
      the
      Closing Date, at the end of the day on the Closing Date) and (B) the Excess
      Funding Amount as of the close of business of the last day of the preceding
      Due
      Period, and (2) the sum of the numerators used to calculate the
      Investor/Purchaser Percentages for such Due Period with respect to Finance
      Charge Receivables, Series Dilution Amounts or Loss Amounts, as applicable,
      for
      all Series of Certificates and Receivable Purchase Series
      outstanding;

     

    provided
      that with respect to any Due Period in which one or more Reset Dates
      occur:

     

    (x)  the
      numerator determined pursuant to subclause (a) shall be (1) the Investor
      Interest at the end of the day on the later of (A) the last day of the preceding
      Due Period (or with respect to the first Due Period ending after the Closing
      Date, the Investor Interest as of the Closing Date) or (B) the preceding Reset
      Date, for the period from and including the first day of the current Due Period
      or preceding Reset Date, as applicable, to but excluding such Reset Date and
      (2) the Investor Interest at the end of the day on such Reset Date, for the
      period from and including such Reset Date to the earlier of the last day of
      such
      Due Period (in which case such period shall include such day) or the next
      succeeding Reset Date (in which case such period shall not include such
      succeeding Reset Date);

     


    
      
        
        

      

      
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    (y)  the
      denominator determined pursuant to subclause (b)(1)(A) shall be (1) the
      aggregate amount of Principal Receivables in the Trust as of the close of
      business on the later of the last day of the preceding Due Period or the
      preceding Reset Date, for the period from and including the first day of the
      current Due Period or preceding Reset Date, as applicable, to but excluding
      such
      Reset Date and (2) the aggregate amount of Principal Receivables in the Trust
      as
      of the close of business on such Reset Date, for the period from and including
      such Reset Date to the earlier of the last day of such Due Period (in which
      case
      such period shall include such day) or the next succeeding Reset Date (in which
      case such period shall not include such succeeding Reset Date); provided that
      with respect to any Due Period in which a Reset Date occurs, if the Servicer
      need not make daily deposits of Collections into the Collection Account, the
      amount in subclause (b)(1)(A) shall be the Average Principal Balance;
      and

     

    (z)  the
      denominator determined pursuant to subclause (b)(2) shall be (1) the sum of
      the
      numerators used to calculate the Investor/Purchaser Percentages for all
      outstanding Series for allocations with respect to Finance Charge Receivables,
      Loss Amounts or Principal Receivables, as applicable, for all such Series as
      of
      the close of business on the later of the last day of the preceding Due Period
      or the preceding Reset Date, for the period from and including the first day
      of
      the current Due Period or preceding Reset Date, as applicable, to but excluding
      such Reset Date and (2) the sum of the numerators used to calculate the
      Investor/Purchaser Percentages for all outstanding Series for allocations with
      respect to Finance Charge Receivables, Series Dilution Amounts, Loss Amounts
      or
      Principal Receivables, as applicable, for all such Series as of the close of
      business on such Reset Date, for the period from and including such Reset Date
      to the earlier of the last day of such Due Period (in which case such period
      shall include such day) or the next succeeding Reset Date (in which case such
      period shall not include such succeeding Reset Date).

     

    “Funding
      Period” shall mean the period from and including the Closing Date to and
      including the earliest of (x) the first day on which the Series Investor
      Interest equals the Initial Investor Interest; (y) the commencement of the
      Early
      Amortization Period and (z) the May 2008 Distribution Date.

     

    “Funding
      Period Reserve Account” shall have the meaning set forth in subsection
      4.20(a).

     

    “Funding
      Period Reserve Draw Amount” shall mean, with respect to each Distribution
      Date during the Funding Period, the lesser of (a) the amount on deposit in
      the
      Funding Period Reserve Account on such Distribution Date, other than net
      investment income (before giving effect to any withdrawal to be made from the
      Funding Period Reserve Account on such Distribution Date) and (b) the
      Pre-Funding Interest Amount for such Distribution Date.

     

    “Funding
      Period Termination Distribution Date” shall mean the earlier to occur of (x)
      the first Distribution Date to occur following the commencement of the Early
      Amortization Period and (y) if the Funding Period shall not have terminated
      pursuant to clause (x) of the definition of

     


    
      
        
        

      

      
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    “Funding
      Period” (after giving effect to any increase in the Series Investor Interest on
      the May 2008 Distribution Date), the May 2008 Distribution Date.

     

    “Group
      One” shall mean Series 2007-1 and each other Series specified in the related
      Supplement or Receivables Purchase Agreement to be included in Group
      One.

     

    “Hedge
      Counterparty” means Barclays Bank PLC or any other counterparty under the
      initial Interest Rate Swap Agreements or any Interest Rate Cap Agreement or
      any
      successor agreement pertaining to the initial Class A Swap, the initial Class
      M
      Swap, the initial Class B Swap or the initial Class C Cap.

     

    “Hedge
      Reserve Account” shall mean the account established and maintained pursuant
      to subsection 4.22(a).

     

    “Hedge
      Termination Fee” shall have the meaning specified in subsection
      4.22(c).

     

    “Initial
      Investor Interest” shall mean the sum of the Class A Initial Investor
      Interest, the Class M Initial Investor Interest, the Class B Initial
      Investor Interest, the Class C Initial Investor Interest and the Class D Initial
      Investor Interest.

     

    “Initial
      Purchaser” shall mean Barclays Capital Inc., as initial purchaser of the
      Class A Certificates, the Class M Certificates and the Class B
      Certificates.

     

    “Initial
      Total Pre-Funded Amount” shall mean $285,000,000.

     

    “Interest
      Period” shall mean, with respect to any Distribution Date, the period from
      and including the previous Distribution Date through the day preceding such
      Distribution Date, except that the initial Interest Period shall be the period
      from and including the Closing Date through the day preceding the initial
      Distribution Date.

     

    “Interest
      Rate Cap Agreement” shall mean each interest rate cap agreement between
      Trustee, on behalf of the Trust, and the Hedge Counterparty substantially in
      the
      form of Exhibit H-2; provided, however, that any Interest Rate Cap Agreement
      can
      deviate from the terms described in Exhibit H-2 at the direction of the Servicer
      if the Rating Agency Condition is satisfied, and the Trustee shall be
      conclusively entitled to rely on such direction.

     

    “Interest
      Rate Hedge Agreements” shall mean the Interest Rate Swap Agreements and the
      Interest Rate Cap Agreements.

     

    “Interest
      Rate Swap Agreement” shall mean each interest rate swap agreement between
      Trustee, on behalf of the Trust, and the Hedge Counterparty substantially in
      the
      form of Exhibit H-1; provided, however, that the Interest Rate Swap Agreements
      can deviate from the terms described in Exhibit H-1 at the direction of the
      Servicer if the Rating Agency Condition is satisfied, and the Trustee shall
      be
      conclusively entitled to rely on such direction.

     

    “Investor
      Charge-Offs” shall mean, on any date of determination, an amount equal to
      the sum of (i) the Class A Investor Charge-Offs, (ii) the Class M Investor
      Charge-Offs, (iii) the Class

     


    
      
        
        

      

      
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    B
      Investor Charge-Offs, (iv) the Class C Investor Charge-Offs and (v) the
      Class D Investor Charge-Offs.

     

    “Investor
      Interest” for Series 2007-1 shall mean the Series Investor
      Interest.

     

    “Investor
      Loss Amount” shall mean, with respect to any Distribution Date, an amount
      equal to the product of (a) the aggregate of the Loss Amounts for the
      related Due Period and (b) the Floating Allocation Percentage for such Due
      Period.

     

    “Investor/Purchaser
      Percentage” for Series 2007-1 shall mean, with respect to Collections of
      Principal Receivables, the Principal Allocation Percentage, and with respect
      to
      Collections of Finance Charge Receivables, Series Dilution Amounts or Loss
      Amounts, the Floating Allocation Percentage.

     

    “Lane
      Bryant Portfolio” shall mean the accounts that the Originator expects to
      acquire which arise under a portfolio of proprietary credit cards used primarily
      at Lane Bryant® stores.

     

    “Lane
      Bryant Portfolio Distribution Date” shall mean the earlier to occur of (x)
      February 15, 2008, and (y) the first Distribution Date that is at least ten
      (10) days after the date on which the Servicer shall have notified the Trustee
      in writing that the Originator will not acquire the Lane Bryant
      Portfolio.

     

    “LIBOR”
      shall mean, for any Interest Period, the London interbank offered rate for
      United States dollar deposits of the Designated Maturity determined by the
      Trustee for each Interest Period in accordance with the provisions of Section
      4.17.

     

    “LIBOR
      Determination Date” shall mean October 15, 2007 for the initial Interest
      Period and the second London Business Day prior to the commencement of each
      subsequent Interest Period.

     

    “London
      Business Day” shall mean a day on which the Trustee and commercial banks in
      the City of London are open for the transaction of commercial banking
      business.

     

    “Minimum
      Required Funding Period Reserve Amount” shall mean, with respect to any
      Distribution Date, an amount equal to the product of (i) 1.3% and (ii) the
      amount on deposit in the Pre-Funding Account on such Distribution Date (after
      taking into account any withdrawals to be made from the Pre-Funding Account
      on
      such Distribution Date pursuant to subsection 4.19(b)).

     

    “Minimum
      Required Hedge Reserve Amount” shall mean $5,000,000.

     

    “Minimum
      Seller Interest” for Series 2007-1 shall mean zero.

     

    “Monthly
      Interest” shall mean, with respect to any Distribution Date, the sum of (a)
      the Class A Monthly Interest, the Class A Additional Interest, if any, and
      the
      unpaid Class A Deficiency Amount, if any; (b) the Class M Monthly Interest,
      the
      Class M Additional Interest, if any, and the unpaid Class M Deficiency Amount,
      if any; (c) the Class B Monthly Interest, the Class B Additional Interest,
      if
      any, and the unpaid Class B Deficiency Amount, if any; (d) the

     


    
      
        
        

      

      
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    Class
      C
      Monthly Interest and the unpaid Class C Deficiency Amount, if any; and
      (e) the Class D Monthly Interest and unpaid Class D Deficiency Amount, each
      with respect to such Distribution Date.

     

    “Net
      Hedge Receipt” shall mean, for any Distribution Date, the sum of the Class A
      Net Swap Receipt (if any), the Class M Net Swap Receipt (if any), the Class
      B
      Net Swap Receipt (if any) and the Class C Net Cap Receipt (if any), each for
      such Distribution Date.

     

    “Net
      Swap Payment” shall mean, for any Distribution Date, the sum of the Class A
      Net Swap Payment (if any), the Class M Net Swap Payment (if any) and the Class
      B
      Net Swap Payment (if any), each for such Distribution Date.

     

    “Portfolio
      Yield” shall mean, with respect to any Due Period, the annualized percentage
      equivalent of a fraction, the numerator of which is an amount equal to the
      result of (a) the Floating Allocation Percentage of Collections of Finance
      Charge Receivables allocated to the Series 2007-1 Certificates for such Due
      Period (including net investment earnings on funds on deposit in the Pre-Funding
      Account and the Funding Period Reserve Account and certain other amounts that
      are to be treated as Collections of Finance Charge Receivables in accordance
      with the Agreement and this Supplement) plus (b) amounts withdrawn from
      the Funding Period Reserve Account pursuant to subsection 4.20(c) and (c) any
      Net Hedge Receipt for the related Distribution Date, such amount to be
      calculated on a cash basis after subtracting the Investor Loss Amount and the
      Series 2007-1 Investor Dilution Amount for such Due Period, and the denominator
      of which is the outstanding principal amount of the Series 2007-1 Certificates
      as of the last day of the preceding Due Period (or with respect to the initial
      Due Period, the outstanding principal amount of the Series 2007-1 Certificates
      on the Closing Date); it being understood that such fraction shall be annualized
      by dividing the fraction obtained in accordance with the definition set forth
      above by the number of days in such Due Period and multiplying such amount
      by
      365.

     

    “Pre-Funded
      Portion” shall mean (i) with respect to Class A Certificates, an amount
      equal to the Class A Percentage times the amount of funds on deposit in the
      Pre-Funding Account, (ii) with respect to Class M Certificates, an amount equal
      to the Class M Percentage times the amount of funds on deposit in the
      Pre-Funding Account, (iii) with respect to the Class B Certificates, an amount
      equal to the Class B Percentage times the amount of funds on deposit in the
      Pre-Funding Account, (iv) with respect to Class C Certificates, an amount equal
      to the Class C Percentage times the amount of funds on deposit in the
      Pre-Funding Account, (v) with respect to Class D-1 Certificates, an amount
      equal
      to the Class D-1 Percentage times the amount of funds on deposit in the
      Pre-Funding Account, and (vi) with respect to the Class D-2 Certificates, an
      amount equal to the Class D-2 Percentage times the amount of funds on deposit
      in
      the Pre-Funding Account.

     

    “Pre-Funding
      Account” shall mean the account established and maintained pursuant to
      subsection 4.19(a).

     

    “Pre-Funding
      Interest Amount” shall mean, for any Distribution Date during the Funding
      Period, the excess, if any, of:

     


    
      
        
        

      

      
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    (i)  the
      product of

     

    (A)
      the
      result of the Monthly Interest for such Distribution Date, minus Net Hedge
      Receipts received by the Trust, plus Net Swap Payments payable by the Trust
      on
      that Distribution Date,

     

    multiplied
      by

     

    (B)
      a
      fraction, the numerator of which is equal to the daily average amount on deposit
      in the Pre-Funding Account during the preceding Due Period, other than net
      investment income, and the denominator of which is equal to the daily average
      outstanding principal amount of the Series 2007-1 Certificates during the
      preceding Due Period, over

     

    (ii)  the
      investment earnings on funds in the Pre-Funding Account (net of investment
      losses and expenses) for such Distribution Date.

     

    “Principal
      Allocation Percentage” shall mean, (a) with respect to any Due Period
      (including any day within such Due Period) occurring prior to the Fixed
      Principal Allocation Date, the Floating Allocation Percentage for such Due
      Period, and (b) with respect to any Due Period (including any day within
      such Due Period) occurring on or after the Fixed Principal Allocation Date,
      the
      Fixed Allocation Percentage for such Due Period.

     

    “Principal
      Shortfall” shall mean, as the context requires, any of the
      following:  (a) on any Distribution Date with respect to the
      Controlled Amortization Period, (i) if such Distribution Date is on or prior
      to
      the Class A Expected Final Payment Date, the amount by which the Class A
      Controlled Payment Amount for the prior Due Period exceeds the amount of
      Available Principal Collections for such Distribution Date (excluding any
      portion thereof attributable to Shared Principal Collections), (ii) if such
      Distribution Date occurs after the Class A Expected Final Payment Date but
      on or
      prior to the Class M Expected Final Payment Date, the amount by which the Class
      M Controlled Payment Amount for the prior Due Period exceeds the amount of
      Available Principal Collections for such Distribution Date (excluding any
      portion thereof attributable to Shared Principal Collections) and (iii) if
      such
      Distribution Date occurs after the Class M Expected Final Payment Date but
      on or
      prior to the Class B Expected Final Payment Date, the amount by which the Class
      B Controlled Payment Amount for the prior Due Period exceeds the amount of
      Available Principal Collections for such Distribution Date (excluding any
      portion thereof attributable to Shared Principal Collections); (b) on the Class
      C Expected Final Payment Date (if an Early Amortization Event with respect
      to
      Series 2007-1 has not occurred), the amount by which the Class C Investor
      Interest exceeds the amount of Available Principal Collections for such
      Distribution Date (excluding any portion thereof attributable to Shared
      Principal Collections); (c) on the Class D Expected Final Payment Date (if
      an
      Early Amortization Event with respect to Series 2007-1 has not occurred), the
      amount by which the Class D Investor Interest exceeds the amount of Available
      Principal Collections for such Distribution Date (excluding any portion thereof
      attributable to Shared Principal Collections); and (d) on any Distribution
      Date
      with respect to the Early Amortization Period, the amount by which the Investor
      Interest exceeds the Available Principal Collections for such Distribution
      Date
      (excluding any portion thereof attributable to Shared Principal
      Collections).

     


    
      
        
        

      

      
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    “QIB”
      shall mean a “qualified institutional buyer” (as defined in Rule 144A under the
      Securities Act).

     

    “Rating
      Agency” shall mean Moody’s and Standard & Poor’s.

     

    “Reallocated
      Class B Principal Collections” shall mean, with respect to any Distribution
      Date, Collections of Principal Receivables allocated to Series 2007-1 for the
      preceding Due Period in an amount not to exceed the lesser of (i) the product
      of
      (A) the Class B Investor Allocation times (B) the Investor/Purchaser Percentage
      times (C) the aggregate amount of Collections in respect of Principal
      Receivables deposited in the Collection Account for the related Due Period;
      and
      (ii) the Class B Investor Interest after giving effect to any reduction of
      the
      Class B Investor Interest pursuant to subsection 4.10(c) on such Distribution
      Date.

     

    “Reallocated
      Class C Principal Collections” shall mean, with respect to any Distribution
      Date, Collections of Principal Receivables allocated to Series 2007-1 for the
      preceding Due Period in an amount not to exceed the lesser of (i) the product
      of
      (A) the Class C Investor Allocation times (B) the Investor/Purchaser Percentage
      times (C) the aggregate amount of Collections in respect of Principal
      Receivables deposited in the Collection Account for the related Due Period;
      and
      (ii) the Class C Investor Interest after giving effect to any reduction of
      the
      Class C Investor Interest pursuant to subsection 4.10(d) on such Distribution
      Date.

     

    “Reallocated
      Class D Principal Collections” shall mean, with respect to any Distribution
      Date, the sum of Reallocated Class D-1 Principal Collections plus
      Reallocated Class D-2 Principal Collections.

     

    “Reallocated
      Class D-1 Principal Collections” shall mean, with respect to any
      Distribution Date, Collections of Principal Receivables allocated to Series
      2007-1 for the preceding Due Period in an amount not to exceed the lesser of
      (i)
      the product of (A) the Class D-1 Investor Allocation times (B) the
      Investor/Purchaser Percentage times (C) the aggregate amount of Collections
      in
      respect of Principal Receivables deposited in the Collection Account for the
      related Due Period; and (ii) the Class D-1 Investor Interest after giving effect
      to any reduction of the Class D-1 Investor Interest pursuant to subsection
      4.10(e) on such Distribution Date.

     

    “Reallocated
      Class D-2 Principal Collections” shall mean, with respect to any
      Distribution Date, Collections of Principal Receivables allocated to Series
      2007-1 for the preceding Due Period in an amount not to exceed the lesser of
      (i)
      the product of (A) the Class D-2 Investor Allocation times (B) the
      Investor/Purchaser Percentage times (C) the aggregate amount of Collections
      in
      respect of Principal Receivables deposited in the Collection Account for the
      related Due Period; and (ii) the Class D-2 Investor Interest after giving effect
      to any reductions of the Class D-2 Investor Interest pursuant to subsection
      4.10(e) on such Distribution Date.

     

    “Reallocated
      Class M Principal Collections” shall mean, with respect to any Distribution
      Date, Collections of Principal Receivables allocated to Series 2007-1 for the
      preceding Due Period in an amount not to exceed the lesser of (i) the product
      of
      (A) the Class M Investor Allocation times (B) the Investor/Purchaser Percentage
      times (C) the aggregate amount of

     


    
      
        
        

      

      
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    Collections
      in respect of Principal Receivables deposited in the Collection Account for
      the
      related Due Period; and (ii) the Class M Investor Interest after giving effect
      to any reduction of the Class M Investor Interest pursuant to subsection 4.10(b)
      on such Distribution Date.

     

    “Reallocated
      Principal Collections” shall mean the sum of (a) Reallocated Class M
      Principal Collections, (b) Reallocated Class B Principal Collections, (c)
      Reallocated Class C Principal Collections and (d) Reallocated Class D
      Principal Collections.

     

    “Reference
      Banks” shall mean four major banks in the London interbank market selected
      by the Servicer.

     

    “Regulation
      S Book-Entry Certificate” shall have the meaning specified in subsection
      15(b) of this Supplement.

     

    “Regulation
      S Permanent Book-Entry Certificate” shall have the meaning specified in
      subsection 15(b) of this Supplement.

     

    “Regulation
      S Temporary Book-Entry Certificate” shall have the meaning specified in
      subsection 15(b) of this Supplement.

     

    “Reset
      Date” shall mean the occurrence of any Addition Date, any Removal Date or
      any day on which the Investor Interest is increased pursuant to Section 4.21
      or
      the outstanding principal amount of the Series 2007-1 Certificates is decreased
      pursuant to Section 4.9(h).

     

    “Restricted
      Book-Entry Certificate” shall have the meaning specified in Section
      15(b).

     

    “Reuters
      Screen LIBOR01 Page” shall mean the display page currently so designated on
      the Reuters Monitor Money Rates (or such other page as may replace that page
      on
      that service, or such other service as may be the successor information vendor
      for purposes of displaying comparable rates or prices.)

     

    “Revolving
      Period” shall mean the period from and including the Closing Date to, but
      not including, the Fixed Principal Allocation Date.

     

    “Series
      2007-1” shall mean the Series of the Charming Shoppes Master Trust
      represented by the Investor Certificates.

     

    “Series
      2007-1 Certificateholder” shall mean the Holder of record of any Series
      2007-1 Certificate.

     

    “Series
      2007-1 Certificates” shall mean the Class A Certificates, the Class M
      Certificates, the Class B Certificates, the Class C Certificates and the
      Class D Certificates.

     

    “Series
      2007-1 Early Amortization Event” shall have the meaning specified in Section
      10 of this Supplement.

     

    “Series
      2007-1 Investor Dilution Amount” shall mean, with respect to any
      Distribution Date, an amount equal to the product of (a) the Series Percentage
      for the related Due Period and

     


    
      
        
        

      

      
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    (b)
      any
      Series Dilution Amount remaining after giving effect to any addition of Accounts
      and other actions taken pursuant to Sections 4.3(d) and 2.6.

     

    “Series
      2007-1 Investor Monthly Servicing Fee” shall have the meaning specified in
      Section 3 of this Supplement.

     

    “Series
      2007-1 Termination Date” shall mean the earliest to occur of (a) the
      Distribution Date on which the Series 2007-1 Certificates are paid in full,
      (b)
      the September 2017 Distribution Date or (c) the date of termination of the
      Trust
      pursuant to Section 12.1 of the Agreement.

     

    “Series
      2007-1 Unfunded Dilution Amount” shall mean, on any Distribution Date, an
      amount equal to any unfunded Series 2007-1 Investor Dilution Amount remaining
      after application of Class A Available Funds pursuant to subsection 4.9(a)(iv)
      and Excess Spread and Shared Excess Finance Charge Collections in accordance
      with Section 4.11.

     

    “Series
      Investor Interest” shall mean, on any date of determination, an amount equal
      to the sum of (i) the Class A Investor Interest, (ii) the Class M Investor
      Interest, (iii) the Class B Investor Interest, (iv) the Class C Investor
      Interest and (v) the Class D Investor Interest, each as of such
      date.

     

    “Series
      Servicing Fee Percentage” shall mean 2.0%.

     

    “Shared
      Excess Finance Charge Collections” shall mean, with respect to any
      Distribution Date, as the context requires, either (a) the aggregate amount
      of
      Collections of Finance Charge Receivables allocated to the Series 2007-1
      Certificates but available to cover Finance Charge Shortfalls for other Series
      in Group One, if any, or (b) the aggregate amount of Collections of Finance
      Charge Receivables and other amounts allocable to other Series in Group One
      in
      excess of the amounts necessary to make required payments with respect to such
      Series, if any, and available to cover any Finance Charge Shortfall with respect
      to the Series 2007-1 Certificates as described in Section 4.14.

     

    “Shared
      Principal Collections” shall mean, as the context requires, either (a) the
      amount allocated to the Series 2007-1 Certificates which may be applied to
      cover
      Principal Shortfalls with respect to other outstanding Series in Group One,
      or
      (b) the amounts allocated to the Investor Certificates of other Series in Group
      One that the applicable Supplements for such Series specify are to be treated
      as
“Shared Principal Collections” and which may be applied to cover Principal
      Shortfalls with respect to the Series 2007-1 Certificates pursuant to Section
      4.15.

     

    “Specified
      Days” shall mean, with respect to any Interest Period, (a) 30 (or, in the
      case of the first Interest Period, the number of days in such Interest Period),
      when used with reference to the calculation of interest for any Class A
      Certificates, Class M Certificates, Class B Certificates or Class D Certificates
      that bear interest at a fixed rate during such Interest Period and (b) the
      number of days in such Interest Period, when used with reference to the
      calculation of interest for any Class of Certificates that bears interest at
      a
      floating rate during such Interest Period.

     

    “subclass”
      shall mean (a) with respect to the Class A Certificates, the Class A-1
      Certificates and the Class A-2 Certificates, (b) with respect to the Class
      M
      Certificates, the Class

     


    
      
        
        

      

      
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    M-1
      Certificates and the Class M-2 Certificates, (c) with respect to the Class
      B
      Certificates, the Class B-1 Certificates and the Class B-2 Certificates, and
      (d)
      with respect to the Class D Certificates, the Class D-1 Certificates and the
      Class D-2 Certificates.

     

    “Subperiod”
      shall mean, with respect to a Due Period in which one or more Reset Dates occur
      (the “Subject Due Period”), any of the following:

     

    (i)           the
      period from and including the last day of the prior Due Period to but excluding
      the first Reset Date in the Subject Due Period,

     

    (ii)           the
      period from and including the last Reset Date in the Subject Due Period to
      and
      including the last day of the Subject Due Period, and

     

    (iii)           the
      period, if any, from and including one Reset Date in the Subject Due Period
      to
      but excluding the next Reset Date.

     

    SECTION
      3.  Servicing
      Compensation.  The share of the Monthly Servicing Fee allocable to
      Series 2007-1 (the “Series 2007-1 Investor Monthly Servicing Fee”) with
      respect to any Due Period shall be equal to one-twelfth of the product of
      (i) the Series Servicing Fee Percentage and (ii) (a) the Investor Interest
      as of the last day of such Due Period minus (b) the product of the amount,
      if
      any, on deposit in the Excess Funding Account as of the last day of such Due
      Period and the Principal Allocation Percentage for such Due Period; provided,
      however, that with respect to the initial Due Period ending after the Closing
      Date, the Series 2007-1 Investor Monthly Servicing Fee shall be adjusted based
      on the ratio of the number of days in the initial Due Period to 30;
provided, further, that if a Successor Servicer that is not an
      Affiliate of the Seller is appointed, the Series 2007-1 Investor Servicing
      Fee
      shall be such amount as may be agreed upon in writing between such Successor
      Servicer and the Trustee, so long as the Trustee shall have received written
      confirmation from each of the Rating Agencies then rating any Class of Series
      2007-1 Certificates that such change would not result in a reduction or
      withdrawal by such Rating Agency of its rating of any Class of the Series 2007-1
      Certificates.  The share of the Series 2007-1 Investor Monthly
      Servicing Fee allocable to the Class A Investor Interest with respect to any
      Due
      Period (the “Class A Servicing Fee”) shall be equal to the product of (i)
      the Class A Floating Allocation, and (ii) the Series 2007-1 Investor Monthly
      Servicing Fee for such Due Period.  The share of the Series 2007-1
      Investor Monthly Servicing Fee allocable to the Class M Investor Interest with
      respect to any Due Period (the “Class M Servicing Fee”) shall be equal to
      the product of (i) the Class M Floating Allocation and (ii) the Series 2007-1
      Investor Monthly Servicing Fee for such Due Period.  The share of the
      Series 2007-1 Investor Monthly Servicing Fee allocable to the Class B Investor
      Interest with respect to any Due Period (the “Class B Servicing Fee”)
      shall be equal to the product of (i) the Class B Floating Allocation and (ii)
      the Series 2007-1 Investor Monthly Servicing Fee for such Due
      Period.  The share of the Series 2007-1 Investor Monthly Servicing Fee
      allocable to the Class C Investor Interest with respect to any Due Period (the
      “Class C Servicing Fee”) shall be equal to the product of (i) the Class C
      Floating Allocation and (ii) the Series 2007-1 Investor Monthly Servicing Fee
      for such Due Period.  The share of the Series 2007-1 Investor Monthly
      Servicing Fee allocable to the Class D-1 Investor Interest with respect to
      any
      Due Period (the

     


    
      
        
        

      

      
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    “Class
      D-1 Servicing Fee”) shall be equal to the product of (i) the Class D-1
      Floating Allocation and (ii) the Series 2007-1 Investor Monthly Servicing Fee
      for such Due Period.  The share of the Series 2007-1 Investor Monthly
      Servicing Fee allocable to the Class D-2 Investor Interest with respect to
      any
      Due Period (the “Class D-2 Servicing Fee”) shall be equal to the product
      of (i) the Class D-2 Floating Allocation and (ii) the Series 2007-1 Investor
      Monthly Servicing Fee for such Due Period.

     

    Except
      as
      specifically provided above, the Monthly Servicing Fee shall be paid by the
      cash
      flows from the Trust allocated to the Seller or the Certificateholders of other
      Series (as provided in the related Supplements or Receivables Purchase
      Agreements) and in no event shall the Trust, the Trustee or the Series 2007-1
      Certificateholders be liable therefor.  The Class A Servicing Fee
      shall be payable to the Servicer solely to the extent amounts are available
      for
      distribution in respect thereof pursuant to subsections 4.9(a)(ii) and
      4.11(a).  The Class M Servicing Fee shall be payable to the
      Servicer solely to the extent amounts are available for distribution in respect
      thereof pursuant to subsections 4.9(b)(ii) and 4.11(c).  The
      Class B Servicing Fee shall be payable solely to the extent amounts are
      available for distribution in respect thereof pursuant to subsections 4.9(c)(ii)
      and 4.11(e).  The Class C Servicing Fee shall be payable solely to the
      extent amounts are available for distribution in respect thereof pursuant to
      subsections 4.9(d)(i) and 4.11(g).  The Class D Servicing Fee shall be
      payable solely to the extent amounts are available for distribution in respect
      thereof pursuant to subsections 4.9(e)(i) and 4.11(m).

     

    SECTION
      4.  Reassignment
      and Transfer Terms.  The Series 2007-1 Certificates shall be
      subject to retransfer to the Seller at its option, in accordance with the terms
      specified in subsection 12.2(a) of the Agreement, on any Distribution Date
      on or
      after the Distribution Date on which the Series Investor Interest is less than
      or equal to 10% of the Series Investor Interest on the Funding Period
      Termination Distribution Date (after giving effect to any increase in the Series
      Investor Interest on such date).  The deposit required in connection
      with any such repurchase shall be equal to the Series Investor Interest plus
      accrued and unpaid interest on the Series 2007-1 Certificates through the day
      preceding the Distribution Date on which the repurchase occurs.

     

    SECTION
      5.  Delivery
      and Payment for the Series 2007-1 Certificates.  The Seller shall
      execute and deliver the Series 2007-1 Certificates to the Trustee for
      authentication in accordance with Section 6.1 of the Agreement.  The
      Trustee shall deliver the Series 2007-1 Certificates when authenticated in
      accordance with Section 6.2 of the Agreement.

     

    SECTION
      6.  Depository;
      Form of Delivery of Series 2007-1 Certificates.

     

    (a)  The
      Class
      A Certificates, the Class M Certificates and the Class B Certificates shall
      be
      delivered as Book-Entry Certificates as provided in Sections 6.2 and 6.10 of
      the
      Agreement.  The Class C Certificates and the Class D Certificates
      shall be delivered as Definitive Certificates as provided in Sections 6.2 and
      6.12 of the Agreement.

     

    (b)  The
      Depository for Series 2007-1 shall be The Depository Trust Company, and the
      Class A Certificates, the Class M Certificates and Class B Certificates
      shall be initially registered in the name of Cede & Co., its
      nominee.

     


    
      
        
        

      

      
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    SECTION
      7.  Interest
      Rate Hedge Agreements.  (a) The Trustee shall, on behalf of the
      Trust, enter into a Class A Swap, a Class M Swap, a Class B Swap and a Class
      C
      Cap on the Closing Date for the benefit of the Class A Certificateholders,
      the
      Class M Certificateholders, the Class B Certificateholders and the Class C
      Certificateholders.  The notional amount under each Interest Rate
      Hedge Agreement for any Interest Period shall be determined prior to the
      issuance of the Series 2007-1 Certificates and shall be set forth in a schedule
      to the initial Interest Rate Hedge Agreement for the related
      Class.  If the Lane Bryant Portfolio acquisition does not occur prior
      to the Lane Bryant Portfolio Distribution Date, the notional amount of each
      Interest Rate Hedge Agreement shall be adjusted to give effect to the payments
      made to the holders of the Series 2007-1 Certificates on the Lane Bryant
      Portfolio Distribution Date.  If any of the initial Interest Rate
      Hedge Agreements is terminated and replaced, the replacement Interest Rate
      Hedge
      Agreement must have the same notional amount with respect to the periods covered
      by the replacement Interest Rate Hedge Agreement unless the Rating Agency
      Condition shall have been satisfied with respect to a different notional
      amount.

     

    Class
      A
      Net Swap Receipts shall be deposited by the Trustee in the Collection Account
      on
      the date such Class A Net Swap Receipts are paid and shall be treated as
      Collections of Finance Charge Receivables allocated to the Series 2007-1
      Certificates and available to be applied as Class A Available
      Funds.  Class M Net Swap Receipts shall be deposited by the Trustee in
      the Collection Account on the date such Class M Net Swap Receipts are paid
      and
      shall be treated as Collections of Finance Charge Receivables allocated to
      the
      Series 2007-1 Certificates and available to be applied as Class M Available
      Funds.  Class B Net Swap Receipts shall be deposited by the Trustee in
      the Collection Account on the date such Class B Net Swap Receipts are paid
      and
      shall be treated as Collections of Finance Charge Receivables allocated to
      the
      Series 2007-1 Certificates and available to be applied as Class B Available
      Funds.  Class C Net Cap Receipts shall be deposited by the Trustee in
      the Collection Account on the date such Class C Net Cap Receipts are paid and
      shall be treated as Collections of Finance Charge Receivables allocated to
      the
      Series 2007-1 Certificates and available to be applied as Class C Available
      Funds.

     

    On
      any
      Distribution Date when the Class A Net Swap Payment, the Class M Net Swap
      Payment or the Class B Net Swap Payment is greater than zero, the Trustee shall
      pay such Class A Net Swap Payment, Class M Net Swap Payment or Class B Net
      Swap
      Payment from the Class A Available Funds, the Class M Available Funds and the
      Class B Available Funds, respectively, as provided in Sections 4.9(a), 4.9(b)
      and 4.9(c).  If the Class A Available Funds, the Class M Available
      Funds or the Class B Available Funds are insufficient to pay the Class A Net
      Swap Payment, the Class M Net Swap Payment and the Class B Net Swap Payment,
      respectively, the Class A Net Swap Payment, the Class M Net Swap Payment, and
      the Class B Net Swap Payment will be paid from the Excess Spread and Shared
      Excess Finance Charge Collections, as provided in Sections 4.11(a), 4.11(c),
      4.11(e) and 4.14(b).

     

    (b)           Subject
      to satisfaction of the Rating Agency Condition, the Servicer may at any time
      obtain a replacement Interest Rate Hedge Agreement.

     

    SECTION
      8.  Article
      IV of Agreement.  Sections 4.1, 4.2 and 4.3 of the Agreement shall
      be read in their entirety as provided in the Agreement.  Article IV of
      the

     


    
      
        
        

      

      
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    Agreement
      (except for Sections 4.1, 4.2 and 4.3 thereof) shall read in its entirety as
      follows and shall be applicable only to the Series 2007-1
      Certificates.

     

    ARTICLE
      IV.

     

    


     

    RIGHTS
      OF CERTIFICATEHOLDERS AND RECEIVABLES

     

    PURCHASERS
      AND ALLOCATION AND APPLICATION OF COLLECTIONS

     

    SECTION
      4.4.  Rights of Series 2007-1
      Certificateholders.  The Series 2007-1 Certificates shall
      represent undivided interests in the Trust, consisting of the right to receive,
      to the extent necessary to make the required payments with respect to such
      Series 2007-1 Certificates at the times and in the amounts specified in this
      Agreement, (a) the Floating Allocation Percentage and Principal Allocation
      Percentage (as applicable from time to time) of Collections received with
      respect to the Receivables (including certain other amounts that are to be
      treated as collections of Receivables in accordance with the terms of this
      Agreement), (b) any other funds on deposit (or to be deposited) in the
      Collection Account or the Excess Funding Account allocated to Series 2007-1
      and
      (c) any other amounts that pursuant to this Agreement or any Supplement are
      allocable to Series 2007-1.  The Class D-2 Certificates shall be
      subordinate to the Class D-1 Certificates as described herein and in the Class
      D
      Purchase Agreement.  The Class D Certificates shall be subordinate to
      the Class A Certificates, the Class M Certificates, the Class B
      Certificates and the Class C Certificates.  The Class C Certificates
      shall be subordinate to the Class A Certificates, the Class M Certificates
      and
      the Class B Certificates.  The Class B-1 Certificates shall be pari
      passu with the Class B-2 Certificates.  The Class B Certificates shall
      be subordinate to the Class A Certificates and the Class M
      Certificates.  The Class M-1 Certificates shall be pari passu with the
      Class M-2 Certificates.  The Class M Certificates will be subordinate
      to the Class A Certificates.  The Class A-1 Certificates shall be pari
      passu with the Class A-2 Certificates.  The Exchangeable Seller
      Certificate shall not represent any interest in the Collection Account or the
      Excess Funding Account except as specifically provided in this
      Article IV.

     

    SECTION
      4.5.  Allocations.

     

    (a)           Allocations
      During the Revolving Period.  During the Revolving Period, the
      Servicer shall, prior to the close of business on the day any Collections are
      deposited in the Collection Account, allocate to the Series 2007-1
      Certificateholders and the Hedge Counterparty, the following amounts as set
      forth below:

     

    (i)           An
      amount equal to the product of (A) the Floating Allocation Percentage on such
      date and (B) the aggregate amount of Collections processed in respect of Finance
      Charge Receivables on such date, to be applied in accordance with Sections
      4.9
      and 4.11.

     

    (ii)           If
      the Series 2002-1 Certificates have been paid in full, an amount equal to the
      product of (A) the Investor/Purchaser Percentage on such date and (B) the
      aggregate amount of Collections processed in respect of Principal Receivables
      on
      such date, which amount shall be, first, held in the Collection Account to
      the
      extent of amounts to be distributed pursuant to Section 4.9(f)(i) on the next
      Distribution Date, second, if any other Principal Sharing Series is outstanding
      and in its accumulation period or amortization

     


    
      
        
        

      

      
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    period,
      held in the Collection Account for application, to the extent necessary, as
      Shared Principal Collections to other Principal Sharing Series on the related
      Distribution Date, third, deposited to the Excess Funding Account to the extent
      necessary so that the Seller Interest is not less than the Minimum Seller
      Interest and, fourth, paid to the Holders of the Exchangeable Seller
      Certificate.  With respect to each Due Period falling in the Revolving
      Period, to the extent that Collections of Principal Receivables allocated to
      the
      Series 2007-1 Certificateholders pursuant to this subsection are paid to any
      Holder of the Exchangeable Seller Certificate, such Holder shall make an amount
      equal to the Reallocated Principal Collections for the related Distribution
      Date
      available on that Distribution Date for application in accordance with Section
      4.12; provided, however, that if such Holder fails to make such funds available,
      then an amount of Collections of Principal Receivables allocated to Series
      2007-1 and on deposit in the Collection Account equal to that deficiency shall
      be treated as Reallocated Principal Collections for application in accordance
      with Section 4.12, prior to any other application of such
      Collections.

     

    (b)           Allocations
      During the Controlled Amortization Period.  During the Controlled
      Amortization Period, the Servicer shall, prior to the close of business on
      the
      day any Collections are deposited in the Collection Account, allocate to the
      Series 2007-1 Certificateholders and the Hedge Counterparty, the following
      amounts as set forth below:

     

    (i)           An
      amount equal to the product of (A) the Floating Allocation Percentage on such
      date and (B) the aggregate amount of Collections processed in respect of Finance
      Charge Receivables on such date, to be applied in accordance with Sections
      4.9
      and 4.11.

     

    (ii)           An
      amount equal to the product of (A) the Investor/Purchaser Percentage on such
      date and (B) the aggregate amount of Collections processed in respect of
      Principal Receivables on such date, which amount shall be, first, held in the
      Collection Account to the extent of amounts to be distributed pursuant to
      Section 4.9(g) on the next Distribution Date, and, second, if any other
      Principal Sharing Series is outstanding and in its accumulation period or
      amortization period, held in the Collection Account for application, to the
      extent necessary, as Shared Principal Collections to other Principal Sharing
      Series on the next Distribution Date, third, deposited to the Excess Funding
      Account to the extent necessary so that the Seller Interest is not less than
      the
      Minimum Seller Interest and, fourth, paid to the Holder of the Exchangeable
      Seller Certificate, provided that, upon written notice to the Servicer
      and the Trustee, such Holder may specify that any such amount to be distributed
      to it after the Class A Investor Interest has been paid in full shall be
      retained in the Collection Account for distribution pursuant to Section 4.9(g)
      as Available Principal Collections on the Distribution Date following the next
      Distribution Date.  With respect to each Due Period falling in the
      Controlled Amortization Period, to the extent that Collections of Principal
      Receivables allocated to the Series 2007-1 Certificateholders pursuant to this
      subsection are paid to any Holder of the Exchangeable Seller Certificate, such
      Holder shall make an amount equal to the Reallocated Principal Collections
      for
      the related Distribution Date available on that Distribution Date for
      application in accordance with Section 4.12; provided, however, that if such
      Holder fails to make such funds available, then an amount of Collections on
      Principal Receivables equal to that deficiency shall be treated as Reallocated
      Principal

     


    
      
        
        

      

      
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    Collections
      for application in accordance with Section 4.12, prior to any other application
      of the amounts in the Collection Account.

     

    (c)           Allocations
      During the Early Amortization Period.  During the Early
      Amortization Period, the Servicer shall, prior to the close of business on
      the
      day any Collections are deposited in the Collection Account, allocate to the
      Series 2007-1 Certificateholders and the Hedge Counterparty, the following
      amounts as set forth below:

     

    (i)           An
      amount equal to the product of (A) the Floating Allocation Percentage on such
      date and (B) the aggregate amount of such Collections processed in respect
      of
      Finance Charge Receivables on such date, to be applied in accordance with
      Sections 4.9 and 4.11.

     

    (ii)           An
      amount equal to the product of (A) the Class D-2 Investor Allocation on such
      date, (B) the Investor/Purchaser Percentage on such date and (C) the aggregate
      amount of Collections processed in respect of Principal Receivables on such
      date, to be applied first in accordance with Section 4.12(b)(i) and then in
      accordance with subsection 4.9(g).

     

    (iii)           An
      amount equal to the product of (A) the Class D-1 Investor Allocation on such
      date, (B) the Investor/Purchaser Percentage on such date and (C) the aggregate
      amount of Collections processed in respect of Principal Receivables on such
      date, to be applied first in accordance with Section 4.12(b)(ii) and then in
      accordance with subsection 4.9(g).

     

    (iv)           An
      amount equal to the product of (A) the Class C Investor Allocation on such
      date, (B) the Investor/Purchaser Percentage on such date and (C) the
      aggregate amount of Collections processed in respect of Principal Receivables
      on
      such date, to be applied first in accordance with Section 4.12(b)(iii) and
      then
      in accordance with subsection 4.9(g).

     

    (v)           An
      amount equal to the product of (A) the Class B Investor Allocation on such
      date,
      (B) the Investor/Purchaser Percentage on such date and (C) the aggregate amount
      of Collections processed in respect of Principal Receivables on such date,
      to be applied first in accordance with Section 4.12(b)(iv) and then in
      accordance with subsection 4.9(g).

     

    (vi)           An
      amount equal to the product of (A) the Class M Investor Allocation on such
      date,
      (B) the Investor/Purchaser Percentage on such date and (C) the aggregate amount
      of Collections processed in respect of Principal Receivables on such date,
      to be applied first in accordance with Section 4.12(b)(v) and then in
      accordance with subsection 4.9(g).

     

    (vii)           An
      amount equal to the product of (A) the Class A Investor Allocation on such
      date,
      (B) the Investor/Purchaser Percentage on such date and (C) the aggregate amount
      of Collections processed in respect of Principal Receivables on such date,
      to be
      applied in accordance with subsection 4.9(g).

     


    
      
        
        

      

      
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    SECTION
      4.6.  Determination of Monthly Interest.

     

    (a)           The
      amount of monthly interest distributable in respect of the Class A-1
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class A-1 Certificate Rate in effect
      with respect to the related Interest Period, and (iii) the outstanding
      principal amount of the Class A-1 Certificates determined as of the Record
      Date
      preceding such Distribution Date (the “Class A-1 Monthly Interest”);
provided, that in addition to Class A-1 Monthly Interest an amount
      equal
      to the amount of any unpaid Class A-1 Deficiency Amounts, as defined below,
      plus
      an amount equal to the product of (A) a fraction, the numerator of which is
      the Specified Days and the denominator of which is 360, (B) the sum of the
      Class A-1 Certificate Rate in effect with respect to the related Interest
      Period, and 1.0% per annum, and (C) any Class A-1 Deficiency Amounts from the
      prior Distribution Date, as defined below, or the portion thereof which has
      not
      theretofore been paid to Class A-1 Certificateholders (the “Class A-1
      Additional Interest”), shall also be distributable in respect of the Class
      A-1 Certificates.  The “Class A-1 Deficiency Amount” for any
      Distribution Date shall be equal to the excess, if any, of the aggregate amount
      accrued pursuant to this subsection 4.6(a) for all Interest Periods prior to
      the
      immediately preceding Interest Period, over the amount actually paid to Class
      A-1 Certificateholders in respect of such amounts on all prior Distribution
      Dates.

     

    (b)           The
      amount of monthly interest distributable in respect of the Class A-2
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class A-2 Certificate Rate, and (iii)
      the
      outstanding principal amount of the Class A-2 Certificates determined as of
      the
      Record Date preceding such Distribution Date (the “Class A-2 Monthly
      Interest”); provided, that in addition to Class A-2 Monthly Interest
      an amount equal to the amount of any unpaid Class A-2 Deficiency Amounts, as
      defined below, plus an amount equal to the product of (A) a fraction, the
      numerator of which is the Specified Days and the denominator of which is 360,
      (B) the sum of the Class A-2 Certificate Rate and 1.0% per annum, and (C) any
      Class A-2 Deficiency Amounts from the prior Distribution Date, as defined below,
      or the portion thereof which has not theretofore been paid to Class A-2
      Certificateholders (the “Class A-2 Additional Interest”), shall also be
      distributable in respect of the Class A-2 Certificates.  The “Class
      A-2 Deficiency Amount” for any Distribution Date shall be equal to the
      excess, if any, of the aggregate amount accrued pursuant to this subsection
      4.6(b) for all Interest Periods prior to the immediately preceding Interest
      Period, over the amount actually paid to Class A-2 Certificateholders in respect
      of such amounts on all prior Distribution Dates.

     

    (c)           The
      amount of monthly interest distributable in respect of the Class M-1
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class M-1 Certificate Rate in effect
      with
      respect to the related Interest Period, and (iii) the outstanding principal
      amount of the Class M-1 Certificates determined as of the Record Date preceding
      such Distribution Date (the “Class M-1 Monthly Interest”);
provided, that in addition to the Class M-1 Monthly Interest an amount
      equal to the amount of any unpaid Class M-1 Deficiency Amounts, as defined
      below, plus an amount equal to the product of (A) a fraction, the numerator
      of which is the Specified Days and the denominator of which is 360, (B) the
      sum of the Class M-1 Certificate Rate in effect with respect to the related
      Interest Period, and 1.0% per annum, and (C)

     


    
      
        
        

      

      
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    any
      Class
      M-1 Deficiency Amount from the prior Distribution Date, as defined below, or
      the
      portion thereof which has not theretofore been paid to Class M-1
      Certificateholders (the “Class M-1 Additional Interest”), shall also be
      distributable in respect of the Class M-1 Certificates.  The “Class
      M-1 Deficiency Amount” for any Distribution Date shall be equal to the
      excess, if any, of the aggregate amount accrued pursuant to this subsection
      4.6(c) for all Interest Periods prior to the immediately preceding Interest
      Period, over the amount actually paid to the Class M-1 Certificateholders in
      respect of such amounts on all prior Distribution Dates.

     

    (d)           The
      amount of monthly interest distributable in respect of the Class M-2
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class M-2 Certificate Rate, and (iii)
      the
      outstanding principal amount of the Class M-2 Certificates determined as of
      the
      Record Date preceding such Distribution Date (the “Class M-2 Monthly
      Interest”); provided, that in addition to Class M-2 Monthly Interest
      an amount equal to the amount of any unpaid Class M-2 Deficiency Amounts, as
      defined below, plus an amount equal to the product of (A) a fraction, the
      numerator of which is the Specified Days and the denominator of which is 360,
      (B) the sum of the Class M-2 Certificate Rate and 1.0% per annum, and (C) any
      Class M-2 Deficiency Amounts from the prior Distribution Date, as defined below,
      or the portion thereof which has not theretofore been paid to Class M-2
      Certificateholders (the “Class M-2 Additional Interest”), shall also be
      distributable in respect of the Class M-2 Certificates.  The “Class
      M-2 Deficiency Amount” for any Distribution Date shall be equal to the
      excess, if any, of the aggregate amount accrued pursuant to this subsection
      4.6(d) for all Interest Periods prior to the immediately preceding Interest
      Period, over the amount actually paid to Class M-2 Certificateholders in respect
      of such amounts on all prior Distribution Dates.

     

    (e)           The
      amount of monthly interest distributable in respect of the Class B-1
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class B-1 Certificate Rate in effect
      with
      respect to the related Interest Period, and (iii) the outstanding principal
      amount of the Class B-1 Certificates determined as of the Record Date preceding
      such Distribution Date (the “Class B-1 Monthly Interest”);
provided, that in addition to the Class B-1 Monthly Interest an amount
      equal to the amount of any unpaid Class B-1 Deficiency Amounts, as defined
      below, plus an amount equal to the product of (A) a fraction, the numerator
      of which is the Specified Days and the denominator of which is 360, (B) the
      sum of the Class B-1 Certificate Rate in effect with respect to the related
      Interest Period, and 1.0% per annum, and (C) any Class B-1 Deficiency Amount
      from the prior Distribution Date, as defined below, or the portion thereof
      which
      has not theretofore been paid to Class B-1 Certificateholders (the “Class B-1
      Additional Interest”), shall also be distributable in respect of the Class
      B-1 Certificates.  The “Class B-1 Deficiency Amount” for any
      Distribution Date shall be equal to the excess, if any, of the aggregate amount
      accrued pursuant to this subsection 4.6(e) for all Interest Periods prior to
      the
      immediately preceding Interest Period, over the amount actually paid to the
      Class B-1 Certificateholders in respect of such amounts on all prior
      Distribution Dates.

     

    (f)           The
      amount of monthly interest distributable in respect of the Class B-2
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class B-2 Certificate Rate, and (iii)
      the outstanding principal amount of the Class B-2

     


    
      
        
        

      

      
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    Certificates
      determined as of the Record Date preceding such Distribution Date (the “Class
      B-2 Monthly Interest”); provided, that in addition to Class B-2
      Monthly Interest an amount equal to the amount of any unpaid Class B-2
      Deficiency Amounts, as defined below, plus an amount equal to the product of
      (A)
      a fraction, the numerator of which is the Specified Days and the denominator
      of
      which is 360, (B) the sum of the Class B-2 Certificate Rate and 1.0% per annum,
      and (C) any Class B-2 Deficiency Amounts from the prior Distribution Date,
      as
      defined below, or the portion thereof which has not theretofore been paid to
      Class B-2 Certificateholders (the “Class B-2 Additional Interest”), shall
      also be distributable in respect of the Class B-2 Certificates.  The
“Class B-2 Deficiency Amount” for any Distribution Date shall be equal to
      the excess, if any, of the aggregate amount accrued pursuant to this subsection
      4.6(f) for all Interest Periods prior to the immediately preceding Interest
      Period, over the amount actually paid to Class B-2 Certificateholders in respect
      of such amounts on all prior Distribution Dates.

     

    (g)           The
      amount of monthly interest distributable in respect of the Class C Certificates
      on each Distribution Date shall be an amount equal to the product of (i) a
      fraction, the numerator of which is the Specified Days and the denominator
      of
      which is 360, (ii) the Class C Certificate Rate in effect with respect to the
      related Interest Period, and (iii) the sum of the Class C Investor Interest
      plus
      the applicable Pre-Funded Portion, each determined as of the Record Date
      preceding such Distribution Date (the “Class C Monthly Interest”);
provided, that in addition to the Class C Monthly Interest an amount
      equal to any unpaid Class C Deficiency Amounts, as defined below, shall also
      be
      distributed to the Class C Certificateholders.  The “Class C
      Deficiency Amount” for any Distribution Date shall be equal to the excess,
      if any, of the aggregate amount accrued pursuant to this subsection 4.6(g)
      for
      all Interest Periods prior to the immediately preceding Interest Period, over
      the amount actually paid to the Class C Certificateholders in respect of such
      amounts on all prior Distribution Dates.

     

    (h)           The
      amount of monthly interest distributable in respect of the Class D-1
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class D-1 Certificate Rate in effect
      with
      respect to the related Interest Period, and (iii) the sum of the Class D-1
      Investor Interest plus the applicable Pre-Funded Portion, each determined as
      of
      the Record Date preceding such Distribution Date (the “Class D-1 Monthly
      Interest”); provided, that in addition to the Class D-1 Monthly
      Interest an amount equal to any unpaid Class D-1 Deficiency Amounts, as defined
      below, shall also be distributed to the Class D-1
      Certificateholders.  The “Class D-1 Deficiency Amount” for any
      Distribution Date shall be equal to the excess, if any, of the aggregate amount
      accrued pursuant to this subsection 4.6(h) for all Interest Periods prior to
      the
      immediately preceding Interest Period, over the amount actually paid to the
      Class D-1 Certificateholders in respect of such amounts on all prior
      Distribution Dates.

     

    (i)           The
      amount of monthly interest distributable in respect of the Class D-2
      Certificates on each Distribution Date shall be an amount equal to the product
      of (i) a fraction, the numerator of which is the Specified Days and the
      denominator of which is 360, (ii) the Class D-2 Certificate Rate in effect
      with
      respect to the related Interest Period, and (iii) the sum of the Class D-2
      Investor Interest plus the applicable Pre-Funded Portion, each determined as
      of
      the Record Date preceding such Distribution Date (the “Class D-2 Monthly
      Interest”); provided, that in addition to the Class D-2 Monthly
      Interest an amount equal to any unpaid Class D-2 Deficiency Amounts, as defined
      below, shall also be distributed to the Class D-2

     


    
      
        
        

      

      
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    Certificateholders.  The
      “Class D-2 Deficiency Amount” for any Distribution Date shall be equal to
      the excess, if any, of the aggregate amount accrued pursuant to this subsection
      4.6(i) for all Interest Periods prior to the immediately preceding Interest
      Period, over the amount actually paid to the Class D-2 Certificateholders in
      respect of such amounts on all prior Distribution Dates.

     

    SECTION
      4.7.  Determination of Monthly Principal.

     

    (a)           The
      amount of monthly principal distributable with respect to the Class A
      Certificates on each Distribution Date (the “Class A Monthly Principal”),
      beginning with the Distribution Date in the month following the month in which
      the Controlled Amortization Period or, if earlier, the Early Amortization
      Period, begins, shall be equal to the least of (i) the Available Principal
      Collections with respect to such Distribution Date, (ii) for each
      Distribution Date with respect to the Controlled Amortization Period prior
      to
      the Class A Expected Final Payment Date, the Class A Controlled Payment Amount
      for the Due Period related to such Distribution Date and (iii) the Class A
      Investor Interest on such Distribution Date (after taking into account any
      adjustments to be made on such Distribution Date pursuant to Section
      4.10).

     

    (b)           The
      amount of monthly principal distributable with respect to the Class M
      Certificates on each Distribution Date (the “Class M Monthly Principal”)
      beginning with the Distribution Date immediately following the Distribution
      Date
      on which the Class A Investor Interest has been paid in full, and during the
      Early Amortization Period, beginning with the Distribution Date on which the
      Class A Investor Interest has been paid in full (in either case, the “Class M
      Principal Commencement Date”), shall be an amount equal to the least of
      (i) the Available Principal Collections with respect to such Distribution
      Date (minus the portion of such Available Principal Collections applied to
      Class
      A Monthly Principal on such Distribution Date), (ii) for each Distribution
      Date
      with respect to the Controlled Amortization Period beginning on the Class M
      Principal Commencement Date but prior to the Class M Expected Final Payment
      Date, the Class M Controlled Payment Amount for the Due Period related to such
      Distribution Date and (iii) the Class M Investor Interest (after taking into
      account any adjustments to be made on such Distribution Date pursuant to
      Sections 4.10 and 4.12) on such Distribution Date.

     

    (c)           The
      amount of monthly principal distributable with respect to the Class B
      Certificates on each Distribution Date (the “Class B Monthly Principal”)
      beginning with the Distribution Date immediately following the Distribution
      Date
      on which the Class A Investor Interest and the Class M Investor Interest have
      been paid in full, and during the Early Amortization Period, beginning with
      the
      Distribution Date on which the Class A Investor Interest and the Class M
      Investor Interest have been paid in full (in either case, the “Class B
      Principal Commencement Date”), shall be an amount equal to the least of
      (i) the Available Principal Collections with respect to such Distribution
      Date (minus the portion of such Available Principal Collections applied to
      Class
      A Monthly Principal and Class M Monthly Principal on such Distribution Date),
      (ii) for each Distribution Date with respect to the Controlled Amortization
      Period beginning on the Class B Principal Commencement Date but prior to the
      Class B Expected Final Payment Date, the Class B Controlled Payment Amount
      for
      the Due Period related to such Distribution Date and (iii) the Class B Investor
      Interest (after taking into account any adjustments to be made on such
      Distribution Date pursuant to Sections 4.10 and 4.12) on such Distribution
      Date.

     


    
      
        
        

      

      
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    (d)           The
      amount of monthly principal distributable with respect to the Class C
      Certificates on each Distribution Date (the “Class C Monthly Principal”)
      shall be, beginning with the Distribution Date on which the Class B
      Investor Interest has been paid in full, an amount equal to the lesser of (i)
      the Available Principal Collections with respect to such Distribution Date
      (minus the portion of such Available Principal Collections applied to
      Class A Monthly Principal, Class M Monthly Principal and Class B
      Monthly Principal on such Distribution Date) and (ii) the Class C Investor
      Interest (after taking into account any adjustments to be made on such
      Distribution Date pursuant to Sections 4.10 and 4.12) on such Distribution
      Date.

     

    (e)           The
      amount of monthly principal distributable with respect to the Class D-1
      Certificates on each Distribution Date (the “Class D-1 Monthly
      Principal”) shall be, beginning with the Distribution Date on which the
      Class C Investor Interest has been paid in full, an amount equal to the
      lesser of (i) the Available Principal Collections with respect to such
      Distribution Date (minus the portion of such Available Principal Collections
      applied to Class A Monthly Principal, Class M Monthly Principal,
      Class B Monthly Principal and Class C Monthly Principal on such
      Distribution Date) and (ii) the Class D-1 Investor Interest (after taking
      into account any adjustments to be made on such Distribution Date pursuant
      to
      Sections 4.10 and 4.12) on such Distribution Date.

     

    (f)           The
      amount of monthly principal distributable with respect to the Class D-2
      Certificates on each Distribution Date (the “Class D-2 Monthly
      Principal”) shall be, beginning with the Distribution Date on which the
      Class D-1 Investor Interest has been paid in full, an amount equal to the
      lesser of (i) the Available Principal Collections with respect to such
      Distribution Date (minus the portion of such Available Principal Collections
      applied to Class A Monthly Principal, Class M Monthly Principal,
      Class B Monthly Principal, Class C Monthly Principal and Class D-1 Monthly
      Principal on such Distribution Date) and (ii) the Class D-2 Investor
      Interest (after taking into account any adjustments to be made on such
      Distribution Date pursuant to Sections 4.10 and 4.12) on such Distribution
      Date.

     

    SECTION
      4.8.  Coverage of Class A, Class M and Class B Required
      Amounts.

     

    (a)           On
      or before each Distribution Date, the Servicer shall determine the amount (the
      “Class A Required Amount”), if any, by which the sum of (i) the Class A
      Monthly Interest for such Distribution Date, plus (ii) the Class A Deficiency
      Amount, if any, for such Distribution Date, plus (iii) the Class A Additional
      Interest, if any, for such Distribution Date, plus (iv) the Class A Servicing
      Fee for the related Due Period, plus (v) the Class A Servicing Fee, if any,
      due
      but not paid on any prior Distribution Date, plus (vi) the Class A Investor
      Loss
      Amount, if any, for such Distribution Date, plus (vii) the Class A Investor
      Dilution Amount for such Distribution Date, plus (viii) the Class A Net
      Swap Payment, if any, for such Distribution Date exceeds the Class A Available
      Funds for such Distribution Date.

     

    (b)           On
      or before each Distribution Date, the Servicer shall also determine the amount
      (the “Class M Required Amount”), if any, by which the sum of (i) the
      Class M Monthly Interest for such Distribution Date, plus (ii) the Class M
      Deficiency Amount, if any, for such Distribution Date, plus (iii) the
      Class M Additional Interest, if any, for such Distribution Date, plus
      (iv) the Class M Servicing Fee for the related Due Period, plus
(v) the Class M Servicing Fee, if any, due but not paid on any prior
      Distribution Date, plus (vi) the Class M Investor Loss

     


    
      
        
        

      

      
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    Amount,
      if any, for such Distribution Date, plus (vii) the Class M Investor Dilution
      Amount for such Distribution Date, plus (viii) the Class M Net Swap
      Payment, if any, for such Distribution Date exceeds the Class M Available Funds
      for such Distribution Date.

     

    (c)           On
      or before each Distribution Date, the Servicer shall also determine the amount
      (the “Class B Required Amount”), if any, by which the sum of (i) the
      Class B Monthly Interest for such Distribution Date, plus (ii) the Class
      B Deficiency Amount, if any, for such Distribution Date, plus (iii) the
      Class B Additional Interest, if any, for such Distribution Date, plus
      (iv) the Class B Servicing Fee for the related Due Period, plus
      (v) the Class B Servicing Fee, if any, due but not paid on any prior
      Distribution Date, plus (vi) the Class B Investor Loss Amount, if
      any, for such Distribution Date, plus (vii) the Class B Investor Dilution Amount
      for such Distribution Date, plus (viii) the Class B Net Swap Payment, if
      any, for such Distribution Date exceeds the Class B Available Funds for such
      Distribution Date.

     

    (d)           In
      the event that the Class A Required Amount, the Class M Required Amount or
      the
      Class B Required Amount for such Distribution Date is greater than zero, the
      Servicer shall give written notice to the Trustee of such positive Class A
      Required Amount, Class M Required Amount or Class B Required Amount on or before
      such Distribution Date.  For any Distribution Date, in the event that
      the Class A Required Amount for such Distribution Date is greater than zero,
      all
      or a portion of the Excess Spread and Shared Excess Finance Charge Collections
      with respect to such Distribution Date in an amount equal to the Class A
      Required Amount, to the extent available, for such Distribution Date shall
      be
      distributed on such Distribution Date pursuant to subsection
      4.11(a).  In the event that the Class A Required Amount for such
      Distribution Date exceeds the amount of Excess Spread and Shared Excess Finance
      Charge Collections with respect to such Distribution Date, Reallocated Principal
      Collections with respect to the related Due Period shall be applied as specified
      in Section 4.12.  In the event that the Class M Required Amount
      for such Distribution Date exceeds the amount of Excess Spread and Shared Excess
      Finance Charge Collections available to fund the Class M Required Amount
      pursuant to subsection 4.11(c), the Reallocated Class B Principal Collections,
      the Reallocated Class C Principal Collections and the Reallocated Class D
      Principal Collections (after application, in each case, to the Class A Required
      Amount) with respect to the related Due Period shall be applied as specified
      in
      Section 4.12; provided, however, that the sum of any payments
      pursuant to this paragraph shall not exceed the sum of the Class A Required
      Amount and the Class M Required Amount.  In the event that the Class B
      Required Amount for such Distribution Date exceeds the amount of Excess Spread
      and Shared Excess Finance Charge Collections available to fund the Class B
      Required Amount pursuant to subsection 4.11(e), the Reallocated Class C
      Principal Collections and Reallocated Class D Principal Collections (after
      application, in each case, to the Class A Required Amount and the Class M
      Required Amount) with respect to the related Due Period shall be applied as
      specified in Section 4.12; provided, however, that the sum of any
      payments pursuant to this paragraph shall not exceed the sum of the Class A
      Required Amount, the Class M Required Amount and the Class B Required
      Amount.

     

    SECTION
      4.9.  Monthly Payments.  On or before each
      Distribution Date, the Servicer shall instruct the Trustee in writing (which
      writing shall be substantially in the form of Exhibit E hereto) to withdraw
      and
      the Trustee, acting in accordance with such instructions, shall withdraw on
      such
      Distribution Date, to the extent of available funds, the amounts required to
      be
      withdrawn from the Collection Account as follows:

     


    
      
        
        

      

      
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    (a)           an
      amount equal to the Class A Available Funds for the related Due Period shall
      be
      distributed on each Distribution Date in the following priority:

     

    (i)           on
      a pari passu and pro rata basis based on amounts owing under this
      clause (i) to each of the Class A-1 Certificateholders, the Class A-2
      Certificateholders and the Hedge Counterparty under the Class A Swap (A) an
      amount equal to Class A Monthly Interest for such Distribution Date, plus
      the amount of any Class A Deficiency Amount for such Distribution Date,
plus the amount of any Class A Additional Interest for such Distribution
      Date, shall be distributed to the Class A Certificateholders and (B) any Class
      A
      Net Swap Payment shall be paid to the Hedge Counterparty under the Class A
      Swap;

     

    (ii)           an
      amount equal to the Class A Servicing Fee for such Distribution Date plus the
      amount of any Class A Servicing Fee due but not paid to the Servicer on any
      prior Distribution Date shall be distributed to the Servicer;

     

    (iii)           an
      amount equal to the Class A Investor Loss Amount, if any, for the related Due
      Period shall be treated as a portion of Available Principal Collections for
      such
      Distribution Date;

     

    (iv)           an
      amount equal to the Class A Investor Dilution Amount, if any, for the related
      Due Period shall be treated as a portion of Available Principal Collections
      for
      such Distribution Date; and

     

    (v)           the
      balance, if any, shall constitute Excess Spread and shall be allocated and
      distributed as set forth in Section 4.11.

     

    (b)           an
      amount equal to the Class M Available Funds for the related Due Period shall
      be
      distributed on each Distribution Date in the following priority:

     

    (i)           on
      a pari passu and pro rata basis based on amounts owing under this
      clause (i) to each of the Class M-1 Certificateholders, the Class M-2
      Certificateholders and the Hedge Counterparty under the Class M Swap (A) an
      amount equal to the Class M Monthly Interest for such Distribution Date,
plus the amount of any Class M Deficiency Amount for such Distribution
      Date, plus the amount of any Class M Additional Interest for such
      Distribution Date, shall be distributed to the Class M Certificateholders and
      (B) any Class M Net Swap Payment shall be paid to the Hedge Counterparty under
      the Class M Swap;

     

    (ii)           an
      amount equal to the Class M Servicing Fee for such Distribution Date,
plus the amount of any Class M Servicing Fee due but not paid to the
      Servicer on any prior Distribution Date shall be distributed to the Servicer;
      and

     

    (iii)           the
      balance, if any, shall constitute Excess Spread and shall be allocated and
      distributed as set forth in Section 4.11.

     

    (c)           an
      amount equal to the Class B Available Funds for the related Due Period shall
      be
      distributed on each Distribution Date in the following priority:

     


    
      
        
        

      

      
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    (i)           on
      a pari passu and pro rata basis based on amounts owing under this
      clause (i) to the each of the Class B-1 Certificateholders, the Class B-2
      Certificateholders and the Hedge Counterparty under the Class B Swap (A) an
      amount equal to the Class B Monthly Interest for such Distribution Date, plus
      the amount of any Class B Deficiency Amount for such Distribution Date, plus
      the
      amount of any Class B Additional Interest for such Distribution Date, shall
      be
      distributed to the Class B Certificateholders and (B) any Class B Net Swap
      Payment shall be paid to the Hedge Counterparty under the Class B
      Swap;

     

    (ii)           an
      amount equal to the Class B Servicing Fee for such Distribution Date,
plus the amount of any Class B Servicing Fee due but not paid to the
      Servicer on any prior Distribution Date shall be distributed to the Servicer;
      and

     

    (iii)           the
      balance, if any, shall constitute Excess Spread and shall be allocated and
      distributed as set forth in Section 4.11.

     

    (d)           An
      amount equal to the Class C Available Funds for the related Due Period shall
      be
      distributed on each Distribution Date in the following priority:

     

    (i)           an
      amount equal to the Class C Servicing Fee for such Distribution Date plus the
      amount of any Class C Servicing Fee due but not paid to the Servicer on any
      prior Distribution Date shall be distributed to the Servicer; and

     

    (ii)           the
      balance, if any, shall constitute Excess Spread and shall be allocated and
      distributed as set forth in Section 4.11.

     

    (e)           An
      amount equal to the Class D Available Funds for the related Due Period shall
      be
      distributed on each Distribution Date in the following priority:

     

    (i)           an
      amount equal to the Class D Servicing Fee for such Distribution Date plus the
      amount of any Class D Servicing Fee due but not paid to the Servicer on any
      prior Distribution Date shall be distributed to the Servicer; and

     

    (ii)           the
      balance, if any, shall constitute Excess Spread and shall be allocated and
      distributed as set forth in Section 4.11.

     

    (f)           During
      the Revolving Period, an amount equal to the Available Principal Collections
      for
      the related Due Period shall be distributed on each Distribution Date in the
      following priority:

     

    (i)           first,
      an amount equal to any amounts required to be applied on such date from
      Available Principal Collections pursuant to the Class C Purchase Agreement
      shall
      be so applied, and second, an amount equal to any amounts required to be applied
      on such date from Available Principal Collections pursuant to the Class D
      Purchase Agreement shall be so applied; and

     

    (ii)           an
      amount equal to Available Principal Collections remaining after giving effect
      to
      the applications specified in subsection 4.9(f)(i) above shall be treated as
      Shared

     


    
      
        
        

      

      
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    Principal
      Collections and applied to Series in Group One that are Principal Sharing Series
      other than this Series 2007-1 and as provided in Section 4.3(f).

     

    (g)           During
      the Controlled Amortization Period or the Early Amortization Period (beginning
      with the Distribution Date in the month following the month in which the
      Controlled Amortization Period or the Early Amortization Period begins), an
      amount equal to the Available Principal Collections for the related Due Period
      shall be distributed on each Distribution Date in the following
      priority:

     

    (i)           an
      amount equal to the Class A Monthly Principal for such Distribution Date shall
      be distributed to the Class A Certificateholders;

     

    (ii)           after
      giving effect to the distribution referred to in clause (i) above, beginning
      on
      the Class M Principal Commencement Date, an amount equal to the Class M Monthly
      Principal shall be distributed to the Class M Certificateholders;

     

    (iii)           after
      giving effect to the distribution referred to in clauses (i) and (ii) above,
      beginning on the Class B Principal Commencement Date, an amount equal to the
      Class B Monthly Principal shall be distributed to the Class B
      Certificateholders;

     

    (iv)           after
      giving effect to the distribution referred to in clauses (i), (ii) and (iii)
      above, beginning with the Distribution Date on which the Class B Investor
      Interest has been paid in full, an amount equal to the Class C Monthly Principal
      shall be distributed to the Class C Certificateholders in accordance with
      the Class C Purchase Agreement;

     

    (v)           after
      giving effect to the distributions referred to in clauses (i), (ii), (iii)
      and
      (iv) above, beginning with the Distribution Date on which the Class C Investor
      Interest has been paid in full, an amount equal to the Class D Monthly Principal
      shall be distributed to the Class D Certificateholders in accordance with
      the Class D Purchase Agreements;

     

    (vi)           after
      giving effect to the distributions referred to in clauses (i), (ii), (iii),
      (iv)
      and (v) above, first an amount equal to any amounts required to be applied
      from
      Available Principal Collections on such date pursuant to the Class C Purchase
      Agreement shall be so applied, and second, an amount equal to any amounts
      required to be applied from Available Principal Collections on such date
      pursuant to the Class D Purchase Agreement shall be so applied ;
      and

     

    (vii)           an
      amount equal to Available Principal Collections remaining after the applications
      specified in clauses (i), (ii), (iii), (iv), (v) and (vi) above shall be treated
      as Shared Principal Collections and applied to Series in Group One which are
      Principal Sharing Series other than this Series 2007-1 and as provided in
      Section 4.3(f).

     

    For
      each
      of the Class A, Class M and Class B Certificates, such principal payments shall
      be applied to each of the subclasses of such Class on a pro rata basis according
      to the initial principal amount of such subclass.  For the Class D
      Certificates, such principal payments shall be applied as provided in the Class
      D Purchase Agreements.

     


    
      
        
        

      

      
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    (h)           On
      each of the Lane Bryant Portfolio Distribution Date and the Funding Period
      Termination Distribution Date, an amount equal to the amount withdrawn from
      the
      Pre-Funding Account and deposited in the Collection Account for application
      to
      the principal amount of the Certificates, as specified in subsection 4.19(b),
      shall be distributed to the Class A Certificateholders, the Class M
      Certificateholders, the Class B Certificateholders, the Class C
      Certificateholders and Class D Certificateholders in reduction of the
      outstanding principal amount of the Class A Certificates, the Class M
      Certificates, the Class B Certificates, the Class C Certificates and the Class
      D
      Certificates, pro rata according to the initial principal amount of each such
      Class.  For each of the Class A, Class M and Class B Certificates,
      such principal payments shall be applied to each of the subclasses of such
      Class
      on a pro rata basis according to the initial principal amount of such
      subclass.  For the Class D Certificates, such principal payments shall
      be applied as provided in the Class D Purchase Agreements.

     

    SECTION
      4.10.  Investor Charge-Offs.

     

    (a)           On
      or before each Distribution Date, the Servicer shall calculate the Class A
      Investor Loss Amount.  If on any Distribution Date, the Class A
      Investor Loss Amount for the prior Due Period exceeds the sum of the amounts
      allocated with respect thereto pursuant to subsection 4.9(a)(iii), subsection
      4.11(a) and Section 4.12 with respect to such Due Period, the Class D-2 Investor
      Interest (after giving effect to reductions for any Class D-2 Investor
      Charge-Offs described in paragraph (e) and any Reallocated Class D-2 Principal
      Collections on such Distribution Date) will be reduced by the amount of such
      excess.  If such reduction would cause the Class D-2 Investor Interest
      to be a negative number (but for the proviso in the definition thereof), the
      Class D-2 Investor Interest will be reduced to zero, and the Class D-1 Investor
      Interest (after giving effect to reductions for any Class D-1 Investor
      Charge-Offs described in paragraph (e) and any Reallocated Class D-1 Principal
      Collections on such Distribution Date) will be reduced by the amount by which
      the Class D-2 Investor Interest would have been reduced below
      zero.  If such reduction would cause the Class D-1 Investor Interest
      to be a negative number (but for the proviso in the definition thereof), the
      Class D-1 Investor Interest will be reduced to zero, and the Class C Investor
      Interest (after giving effect to reductions for any Class C Investor Charge-Offs
      described in paragraph (d) and any Reallocated Class C Principal Collections
      on
      such Distribution Date) will be reduced by the amount by which the Class D-1
      Investor Interest would have been reduced below zero.  If such
      reduction would cause the Class C Investor Interest to be a negative number
      (but
      for the proviso in the definition thereof), the Class C Investor Interest will
      be reduced to zero, and the Class B Investor Interest (after giving effect
      to
      reductions for any Class B Investor Charge-Offs described in paragraph (c)
      and
      any Reallocated Class B Principal Collections on such Distribution Date) will
      be
      reduced by the amount by which the Class C Investor Interest would have been
      reduced below zero. If such reduction would cause the Class B Investor Interest
      to be a negative number (but for the proviso in the definition thereof), the
      Class B Investor Interest will be reduced to zero, and the Class M Investor
      Interest (after giving effect to reductions for any Class M Investor Charge-Offs
      described in paragraph (b) and any Reallocated Class M Principal Collections
      on
      such Distribution Date) will be reduced by the amount by which the Class B
      Investor Interest would have been reduced below zero.  If such
      reduction would cause the Class M Investor Interest to be a negative number
      (but
      for the proviso in the definition thereof), the Class M Investor Interest will
      be reduced to zero, and the Class A Investor Interest will be reduced by the
      amount by which the Class M Investor Interest would have been reduced below
      zero, but not by more than

     


    
      
        
        

      

      
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    the
      Class
      A Investor Loss Amount for such Distribution Date.  Additionally, the
      Class A Investor Interest shall be reduced by the amount of any Series 2007-1
      Unfunded Dilution Amount remaining after giving effect to any related Class
      M
      Investor Charge-Off, Class B Investor Charge-Off, Class C Investor Charge-Off
      and Class D Investor Charge-Off.  The reductions described in the two
      prior sentences are referred to collectively as a “Class A Investor
      Charge-Off”.  If the Class A Investor Interest has been
      reduced by the amount of any Class A Investor Charge-Offs, it will be reimbursed
      on any Distribution Date (but not by an amount in excess of the aggregate Class
      A Investor Charge-Offs) by the amount of Excess Spread and Shared Excess Finance
      Charge Collections allocated and available for such purpose pursuant to
      subsection 4.11(b).

     

    (b)           On
      or before each Distribution Date, the Servicer shall calculate the Class M
      Investor Loss Amount.  If on any Distribution Date, the Class M
      Investor Loss Amount for the prior Due Period exceeds the amounts allocated
      with
      respect thereto pursuant to subsection 4.11(c) and Section 4.12 with respect
      to
      such Due Period, the Class D-2 Investor Interest (after giving effect to
      reductions for any Class D-2 Investor Charge-Offs described in paragraph (a)
      and
      paragraph (e) and any Reallocated Class D-2 Principal Collections on such
      Distribution Date) will be reduced by the amount of such excess.  If
      such reduction would cause the Class D-2 Investor Interest to be a negative
      number (but for the proviso in the definition thereof), the Class D-2 Investor
      Interest will be reduced to zero, and the Class D-1 Investor Interest (after
      giving effect to reductions for any Class D-1 Investor Charge-Offs described
      in
      paragraph (a) and paragraph (e) and any Reallocated Class D-1 Principal
      Collections on such Distribution Date) will be reduced by the amount by which
      the Class D-2 Investor Interest would have been reduced below
      zero.  If such reduction would cause the Class D-1 Investor Interest
      to be a negative number (but for the proviso in the definition thereof), the
      Class D-1 Investor Interest will be reduced to zero, and the Class C Investor
      Interest (after giving effect to reductions for any Class C Investor Charge-Offs
      described in paragraph (a) and paragraph (d) and any Reallocated Class C
      Principal Collections on such Distribution Date) will be reduced by the amount
      by which the Class D-1 Investor Interest would have been reduced below
      zero.  If such reduction would cause the Class C Investor Interest to
      be a negative number (but for the proviso in the definition thereof), the Class
      C Investor Interest will be reduced to zero, and the Class B Investor Interest
      (after giving effect to reductions for any Class B Investor Charge-Offs
      described in paragraph (a) and paragraph (c) and any Reallocated Class B
      Principal Collections on such Distribution Date) will be reduced by the amount
      by which the Class C Investor Interest would have been reduced below
      zero.  If such reduction would cause the Class B Investor Interest to
      be a negative number (but for the proviso in the definition thereof), the Class
      B Investor Interest shall be reduced to zero, and the Class M Investor Interest
      shall be reduced by the amount by which the Class B Investor Interest would
      have
      been reduced below zero, but not by more than the Class M Investor Loss Amount
      for such Distribution Date.  Additionally, the Class M Investor
      Interest shall be reduced by the amount of any Series 2007-1 Unfunded Dilution
      Amount remaining after giving effect to any related Class B Investor Charge-Off,
      Class C Investor Charge-Off and Class D Investor Charge-Off.  The
      reductions to the Class M Investor Interest under this subsection 4.10(b),
      together with all reductions to the Class M Investor Interest under subsection
      4.10(a), are collectively referred to as a “Class M Investor
      Charge-Off”.  The Class M Investor Interest will thereafter be
      reimbursed (but not to an amount in excess of the unpaid principal amount of
      the
      Class M Certificates) on any Distribution Date by the amount of Excess Spread
      and Shared

     


    
      
        
        

      

      
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    Excess
      Finance Charge Collections allocated and available for that purpose as described
      under subsection 4.11(d).

     

    (c)           On
      or before each Distribution Date, the Servicer shall calculate the Class B
      Investor Loss Amount.  If on any Distribution Date, the Class B
      Investor Loss Amount for the prior Due Period exceeds the amounts allocated
      with
      respect thereto pursuant to subsection 4.11(e) and Section 4.12 with respect
      to
      such Due Period, the Class D-2 Investor Interest (after giving effect to
      reductions for any Class D-2 Investor Charge-Offs described in paragraph (a),
      paragraph (b) and paragraph (e) and any Reallocated Class D-2 Principal
      Collections on such Distribution Date) will be reduced by the amount of such
      excess.  If such reduction would cause the Class D-2 Investor Interest
      to be a negative number (but for the proviso in the definition thereof), the
      Class D-2 Investor Interest will be reduced to zero, and the Class D-1 Investor
      Interest (after giving effect to reductions for any Class D-1 Investor
      Charge-Offs described in paragraph (a), paragraph (b) and paragraph (e) and
      any
      Reallocated Class D-1 Principal Collections on such Distribution Date) will
      be
      reduced by the amount by which the Class D-2 Investor Interest would have been
      reduced below zero.  If such reduction would cause the Class D-1
      Investor Interest to be a negative number (but for the proviso in the definition
      thereof), the Class D-1 Investor Interest will be reduced to zero, and the
      Class
      C Investor Interest (after giving effect to reductions for any Class C Investor
      Charge-Offs described in paragraph (a), paragraph (b) and paragraph (d) and
      any
      Reallocated Class C Principal Collections on such Distribution Date) will be
      reduced by the amount by which the Class D-1 Investor Interest would have been
      reduced below zero.  If such reduction would cause the Class C
      Investor Interest to be a negative number (but for the proviso in the definition
      thereof), the Class C Investor Interest shall be reduced to zero and the Class
      B
      Investor Interest shall be reduced by the amount by which the Class C Investor
      Interest would have been reduced below zero, but not by more than the Class
      B
      Investor Loss Amount for such Distribution Date.  Additionally, the
      Class B Investor Interest shall be reduced by the amount of any Series 2007-1
      Unfunded Dilution Amount remaining after giving effect to any related Class
      C
      Investor Charge-Off and Class D Investor Charge-Off.  The reductions
      to the Class B Investor Interest under this subsection 4.10(c), together with
      all reductions to the Class B Investor Interest under subsections 4.10(a) and
      4.10(b), are collectively referred to as a “Class B Investor
      Charge-Off”.  The Class B Investor Interest will thereafter be
      reimbursed (but not to an amount in excess of the unpaid principal amount of
      the
      Class B Certificates) on any Distribution Date by the amount of Excess Spread
      and Shared Excess Finance Charge Collections allocated and available for that
      purpose as described under subsection 4.11(f).

     

    (d)           On
      or before each Distribution Date, the Servicer shall calculate the Class C
      Investor Loss Amount.  If on any Distribution Date, the Class C
      Investor Loss Amount for the prior Due Period exceeds the amount of Excess
      Spread, Shared Excess Finance Charge Collections and Reallocated Class D
      Principal Collections which are allocated and available to fund such amount
      pursuant to subsection 4.11(i) and Section 4.12, the Class D-2 Investor
      Interest (after giving effect to reductions for any Class D-2 Investor
      Charge-Offs described in paragraphs (a), (b) and (c) and paragraph (e) and
      any
      Reallocated Class D-2 Principal Collections on such Distribution Date) will
      be reduced by the amount of such excess.  If such reduction would
      cause the Class D-2 Investor Interest to be a negative number (but for the
      proviso in the definition thereof), the Class D-2 Investor Interest will be
      reduced to zero, and the Class D-1 Investor Interest (after giving effect to
      reductions for any Class D-1 Investor Charge-Offs described in

     


    
      
        
        

      

      
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    paragraphs
      (a), (b) and (c) and paragraph (e) and any Reallocated Class D-1 Principal
      Collections on such Distribution Date) will be reduced by the amount by which
      the Class D-2 Investor Interest would have been reduced below
      zero.  If such reduction would cause the Class D-1 Investor Interest
      to be a negative number (but for the proviso in the definition thereof), the
      Class D-1 Investor Interest will be reduced to zero, and the Class C Investor
      Interest will be reduced by the amount by which the Class D-1 Investor Interest
      would have been reduced below zero, but not by more than the Class C Investor
      Loss Amount for such Distribution Date.  Additionally, the Class C
      Investor Interest shall be reduced by the amount of any Series 2007-1 Unfunded
      Dilution Amount remaining after giving effect to any related Class D Investor
      Charge-Off .  The reductions to the Class C Investor Interest under
      this subsection 4.10(d), together with all reductions to the Class C Investor
      Interest under subsections 4.10(a), (b) and (c), are referred to collectively
      as
      a “Class C Investor Charge-Off”.  The Class C Investor Interest
      will thereafter be reimbursed (but not in excess of the unreimbursed amount
      of
      such reductions) on any Distribution Date by the amount of the Excess Spread
      and
      Shared Excess Finance Charge Collections allocated and available under
      subsection 4.11(k).

     

    (e)           On
      or before each Distribution Date, the Servicer shall calculate the Class D
      Investor Loss Amount.  If on any Distribution Date, the Class D
      Investor Loss Amount for the prior Due Period exceeds the amount of Excess
      Spread and Shared Excess Finance Charge Collections which is allocated and
      available to fund such amount pursuant to subsection 4.11(o), the Class D-2
      Investor Interest will be reduced by the amount of such excess.  If
      such reduction would cause the Class D-2 Investor Interest to be a negative
      number (but for the proviso in the definition thereof), the Class D-2 Investor
      Interest will be reduced to zero, and the Class D-1 Investor Interest will
      be
      reduced by the amount by which the Class D-2 Investor Interest would have been
      reduced below zero but not by more than the lesser of any remaining Class D
      Investor Loss Amount for such Distribution Date and the Class D-1 Investor
      Interest.  Additionally, the Class D-2 Investor Interest shall be
      reduced by the amount of any Series 2007-1 Unfunded Dilution
      Amount.  If such reduction would cause the Class D-2 Investor Interest
      to be a negative number (but for the proviso in the definition thereof), the
      Class D-2 Investor Interest will be reduced to zero, and the Class D-1 Investor
      Interest will be reduced by the amount by which the Class D-2 Investor Interest
      would have been reduced below zero but not by more than the lesser of any
      remaining Series 2007-1 Unfunded Dilution Amount for such Distribution Date
      and
      the Class D-1 Investor Interest.  The reductions to the Class D-2
      Investor Interest under this clause (e), together with all reductions to the
      Class D-2 Investor Interest under subsections 4.10(a), (b), (c) and (d), are
      referred to collectively as a “Class D-2 Investor
      Charge-Off”.  The reductions to the Class D-1 Investor Interest
      under this subsection 4.10(e), together with all reductions to the Class D-1
      Investor Interest under subsections 4.10(a), (b), (c) and (d), are referred
      to
      collectively as a “Class D-1 Investor Charge-Off”.  Each of the
      Class D-1 Investor Interest and the Class D-2 Investor Interest will thereafter
      be reimbursed (but not in excess of the unreimbursed amount of such reductions)
      on any Distribution Date by the amount of the Excess Spread and Shared Excess
      Finance Charge Collections allocated and available for that purpose as described
      under subsection 4.11(q).

     

    SECTION
      4.11.  Excess Spread; Shared Excess Finance Charge
      Collections.  On or before each Distribution Date, the Servicer
      shall instruct the Trustee in writing (which writing shall be substantially
      in
      the form of Exhibit E hereto) to apply Excess Spread and Shared
      Excess

     


    
      
        
        

      

      
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    Finance
      Charge Collections allocated to Series 2007-1 with respect to the related Due
      Period to make the following distributions on each Distribution Date in the
      following priority:

     

    (a)           an
      amount equal to the Class A Required Amount, if any, with respect to such
      Distribution Date shall be used to fund the Class A Required Amount and be
      applied in accordance with, and in the priority set forth in, subsection
      4.9(a);

     

    (b)           an
      amount equal to the aggregate amount of Class A Investor Charge-Offs which
      have
      not been previously reimbursed shall be treated as a portion of Available
      Principal Collections for such Distribution Date;

     

    (c)           (I)
      an amount equal to the Class M Required Amount, if any, with respect to such
      Distribution Date shall be used to fund any deficiency pursuant to subsections
      4.9(b)(i) and (ii) in the order of priority specified therein and (II) any
      remaining amount up to the sum of the Class M Investor Loss Amount and Class
      M
      Investor Dilution Amount for the related Due Period shall be treated as a
      portion of Available Principal Collections for such Distribution
      Date;

     

    (d)           an
      amount equal to the aggregate amount by which the Class M Investor Interest
      has
      been reduced as described in clauses (c) and (d) of the definition of Class
      M
      Investor Interest (but not in excess of the unreimbursed amount of such
      reductions) shall be treated as a portion of Available Principal Collections
      for
      such Distribution Date;

     

    (e)           (I)
      an amount equal to the Class B Required Amount, if any, with respect to such
      Distribution Date shall be used to fund any deficiency pursuant to subsections
      4.9(c)(i) and (ii) in the order of priority specified therein and (II) any
      remaining amount up to the sum of the Class B Investor Loss Amount and Class
      B
      Investor Dilution Amount for the related Due Period shall be treated as a
      portion of Available Principal Collections for such Distribution
      Date;

     

    (f)           an
      amount equal to the aggregate amount by which the Class B Investor Interest
      has
      been reduced as described in clauses (c) and (d) of the definition of Class
      B
      Investor Interest (but not in excess of the unreimbursed amount of such
      reductions) shall be treated as a portion of Available Principal Collections
      for
      such Distribution Date;

     

    (g)           an
      amount equal to the excess, if any, of the Class C Servicing Fee for such
      Distribution Date plus the amount of any Class C Servicing Fee due but not
      paid
      to the Servicer on any prior Distribution Date over the Class C Available Funds
      for such Distribution Date shall be paid to the Servicer;

     

    (h)           on
      a pro rata basis based on amounts owing in this clause (h) to the Class C
      Certificateholders, an amount equal to the sum of the Class C Monthly Interest
      plus the Class C Deficiency Amount for such Distribution Date shall be
      distributed to the Class C Certificateholders in accordance with the
      Class C Purchase Agreement;

     

    (i)           an
      amount equal to the Class C Investor Loss Amount, if any, for the related Due
      Period shall be treated as a portion of Available Principal Collections for
      such
      Distribution Date;

     


    
      
        
        

      

      
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    (j)           an
      amount equal to the Class C Investor Dilution Amount, if any, for the related
      Due Period shall be treated as a portion of Available Principal Collections
      for
      such Distribution Date;

     

    (k)           an
      amount equal to the aggregate amount by which the Class C Investor Interest
      has
      been reduced as described in clauses (c) and (d) of the definition of Class
      C
      Investor Interest (but not in excess of the unreimbursed amount of such
      reductions) shall be treated as a portion of Available Principal Collections
      for
      such Distribution Date;

     

    (l)           an
      amount equal to the aggregate of any other amounts then due to the Class C
      Certificateholders or required to be applied pursuant to the Class C Purchase
      Agreement out of Excess Spread and Shared Excess Finance Charge Collections
      allocated to Series 2007-1 shall be distributed for application in accordance
      with the Class C Purchase Agreement;

     

    (m)           an
      amount equal to the excess, if any, of the Class D Servicing Fee for such
      Distribution Date plus the amount of any Class D Servicing Fee due but not
      paid
      to the Servicer on any prior Distribution Date over the Class D Available Funds
      for such Distribution Date shall be paid to the Servicer;

     

    (n)           an
      amount equal to the Class D Monthly Interest plus the amount of any Class D
      Deficiency Amount for such Distribution Date shall be distributed to the Class
      D
      Certificateholders in accordance with the Class D Purchase
      Agreements;

     

    (o)           an
      amount equal to the Class D Investor Loss Amount, if any, for the related Due
      Period shall be treated as a portion of Available Principal Collections for
      such
      Distribution Date;

     

    (p)           an
      amount equal to the Class D Investor Dilution Amount, if any, for the related
      Due Period shall be treated as a portion of Available Principal Collections
      for
      such Distribution Date;

     

    (q)           first
      an amount equal to the aggregate amount by which the Class D-1 Investor Interest
      has been reduced as described in clauses (c) and (d) of the definition of Class
      D-1 Investor Interest (but not in excess of the unreimbursed amount of such
      reductions) shall be treated as a portion of Available Principal Collections
      for
      such Distribution Date and then an amount equal to the aggregate amount by
      which
      the Class D-2 Investor Interest has been reduced as described in clauses (c)
      and
      (d) of the definition of Class D-2 Investor Interest (but not in excess of
      the
      unreimbursed amount of such reductions) shall be treated as a portion of
      Available Principal Collections for such Distribution Date;

     

    (r)           an
      amount equal to the excess, if any, of (A) the Minimum Required Funding Period
      Reserve Amount over (B) the amount on deposit in the Funding Period Reserve
      Account (after taking into account any withdrawals to be made from the Funding
      Period Reserve Account on such Distribution Date pursuant to subsection
      4.20(c)(i)), shall be deposited into the Funding Period Reserve
      Account;

     

    (s)           an
      amount equal to the aggregate of any other amounts then due to the Class D
      Certificateholders or required to be applied pursuant to the Class D
      Purchase

     


    
      
        
        

      

      
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    Agreements
      out of Excess Spread and Shared Excess Finance Charge Collections allocated
      to
      Series 2007-1 shall be distributed for application in accordance with the Class
      D Purchase Agreements;

     

    (t)           on
      a pro rata basis based on amounts owing under this clause (t), to the extent
      not
      already paid under Section 4.22(c) hereof:  (A) an amount equal to any
      Hedge Termination Fees or other additional payments owed to the Hedge
      Counterparty under the Class A Swap shall be paid to the Hedge Counterparty
      under the Class A Swap, (B) an amount equal to any Hedge Termination Fees or
      other additional payments owed to the Hedge Counterparty under the Class M
      Swap
      shall be paid to the Hedge Counterparty under the Class M Swap, (C) an amount
      equal to any Hedge Termination Fees or other additional payments owed to the
      Hedge Counterparty under the Class B Swap shall be paid to the Hedge
      Counterparty under the Class B Swap, (D) an amount equal to any additional
      payments owed to the Hedge Counterparty under the Class C Cap shall be paid
      to
      the Hedge Counterparty under the Class C Cap, and (E) an amount equal to the
      excess, if any, of (a) the Minimum Required Hedge Reserve Amount over (b) the
      amount on deposit in the Hedge Reserve Account shall be deposited into the
      Hedge
      Reserve Account; and

     

    (u)           the
      balance, if any, will constitute a portion of Shared Excess Finance Charge
      Collections for such Distribution Date and will be available for allocation
      to
      other Series in Group One and, to the extent not required to be applied as
      Shared Excess Finance Charge Collections with respect to any Series in Group
      One, shall be distributed to the Holder of the Exchangeable Seller Certificate
      or any other Person then entitled to such amounts.

     

    SECTION
      4.12.  Reallocated Principal Collections.

     

    (a)           On
      or before each Distribution Date, the Servicer shall instruct the Trustee in
      writing (which writing shall be substantially in the form of Exhibit E hereto)
      to apply Reallocated Principal Collections (applying all Reallocated Principal
      Collections in accordance with subsection 4.12(b)) with respect to such
      Distribution Date, to make the following distributions on each Distribution
      Date
      in the following priority:

     

    (i)           an
      amount equal to the excess, if any, of (x) the Class A Required Amount, if
      any,
      with respect to such Distribution Date over (y) the amount of Excess Spread
      and
      Shared Excess Finance Charge Collections allocated to Series 2007-1 with respect
      to the related Due Period, shall be applied in accordance with, and in the
      priority set forth in, subsections 4.9(a)(i), (ii), (iii) and
      (iv);

     

    (ii)           an
      amount equal to the excess, if any, of (x) the Class M Required Amount, if
      any,
      with respect to such Distribution Date over (y) the amount of Excess Spread
      and
      Shared Excess Finance Charge Collections allocated and available to the Class
      M
      Certificates pursuant to subsection 4.11(c) on such Distribution Date shall
      be
      applied first in accordance with, and in the priority set forth in subsections
      4.9(b)(i) and (ii) and then pursuant to and in the priority set forth in
      subsection 4.11(c)(II);

     

    (iii)           an
      amount equal to the excess, if any, of (x) the Class B Required Amount, if
      any,
      with respect to such Distribution Date over (y) the amount of
      Excess

     


    
      
        
        

      

      
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    Spread
      and Shared Excess Finance Charge Collections allocated and available to the
      Class B Certificates pursuant to subsection 4.11(e) on such Distribution Date
      shall be applied first in accordance with, and in the priority set forth in
      subsections 4.9(c)(i) and (ii) and then pursuant to and in the priority set
      forth in subsection 4.11(e)(II); and

     

    (iv)           an
      amount equal to the excess, if any, of (x) the Class C Required Amount, if
      any,
      with respect to such Distribution Date over (y) the amount of Excess Spread
      and
      Shared Excess Finance Charge Collections allocated and available to the Class
      C
      Investor Interest pursuant to subsections 4.11(g), 4.11(h), 4.11(i) and 4.11(j)
      on such Distribution Date shall be applied first pursuant to subsection
      4.9(d)(i), and then pursuant to and in the priority set forth in subsections
      4.11(h), 4.11(i) and 4.11(j).

     

    (b)           On
      each Distribution Date on which the Servicer shall instruct the Trustee to
      apply
      Reallocated Principal Collections pursuant to paragraph (a) above, the Trustee
      shall apply such Reallocated Principal Collections in the following order of
      priority and only to the extent provided below:

     

    (i)           applying
      Reallocated Class D-2 Principal Collections in accordance with subsections
      4.12
      (a)(i) through (a)(iv);

     

    (ii)           if
      any amounts remain outstanding under subsections 4.12 (a)(i) through (a)(iv)
      after giving effect to Reallocated Class D-2 Principal Collections, then
      applying Reallocated Class D-1 Principal Collections in accordance with
      subsections 4.12 (a)(i) through (a)(iv);

     

    (iii)           if
      any amounts remain outstanding under subsections 4.12(a)(i), (a)(ii) or (a)(iii)
      above after giving effect to Reallocated Class D Principal Collections, then
      applying Reallocated Class C Principal Collections in accordance with
      subsections 4.12(a)(i), (a)(ii) and (a)(iii);

     

    (iv)           if
      any amounts remain outstanding under subsection 4.12 (a)(i) or (a)(ii) above
      after giving effect to Reallocated Class D Principal Collections and Reallocated
      Class C Principal Collections, then applying Reallocated Class B Principal
      Collections in accordance with subsection 4.12(a)(i) or (a)(ii);
      and

     

    (v)           if
      any amounts remain outstanding under subsection 4.12 (a)(i) above after giving
      effect to Reallocated Class D Principal Collections, Reallocated Class C
      Principal Collections and Reallocated Class B Principal Collections, then
      applying Reallocated Class M Principal Collections in accordance with subsection
      4.12(a)(i).

     

    (c)           On
      each Distribution Date, the Class D-2 Investor Interest shall be reduced by
      the
      amount of Reallocated Class D-2 Principal Collections applied in accordance
      with
      subsection 4.12(b) for such Distribution Date, the Class D-1 Investor Interest
      shall be reduced by the amount of Reallocated Class D-1 Principal Collections
      applied in accordance with subsection 4.12(b) for such Distribution Date, the
      Class C Investor Interest shall be reduced by the amount of Reallocated Class
      C
      Principal Collections applied in accordance with subsection 4.12(b) for such
      Distribution Date, the Class B Investor Interest shall be reduced by the amount
      of Reallocated Class B Principal

     


    
      
        
        

      

      
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    Collections
      applied in accordance with subsection 4.12(b) for such Distribution Date and
      the
      Class M Investor Interest shall be reduced by the amount of Reallocated Class
      M
      Principal Collections applied in accordance with subsection 4.12(b) for such
      Distribution Date.  Each of the Class M Investor Interest, the Class B
      Investor Interest, the Class C Investor Interest, the Class D-1 Investor
      Interest and the Class D-2 Investor Interest will thereafter be reimbursed
      (but
      not in excess of the unreimbursed amount of such reductions) on any Distribution
      Date by the amount of the Excess Spread and Shared Excess Finance Charge
      Collections allocated and available to (A) the Class M Investor Interest
      pursuant to subsection 4.11(d), (B) the Class B Investor Interest pursuant
      to
      subsection 4.11(f), (C) the Class C Investor Interest pursuant to subsection
      4.11(k) and (D) to the Class D-1 Investor Interest and Class D-2 Investor
      Interest pursuant to subsection 4.11(q).

     

    SECTION
      4.13.  Seller’s or Servicer’s Failure to Make a Deposit or
      Payment.  If the Servicer or the Seller fails to make, or give
      instructions to make, any payment or deposit required to be made or given by
      the
      Servicer or Seller, respectively, at the time specified in the Agreement
      (including applicable grace periods), the Trustee shall make such payment or
      deposit from the applicable account without instruction from the Servicer or
      Seller.  The Trustee shall be required to make any such payment,
      deposit or withdrawal hereunder only to the extent that the Trustee has
      sufficient information to allow it to determine the amount thereof; provided,
      however, that the Trustee shall in all cases be deemed to have sufficient
      information to determine the amount of interest payable to the Series 2007-1
      Certificateholders on each Distribution Date.  The Servicer shall,
      upon request of the Trustee, promptly provide the Trustee with all information
      necessary to allow the Trustee to make such payment, deposit or
      withdrawal.  Such funds or the proceeds of such withdrawal shall be
      applied by the Trustee in the manner in which such payment or deposit should
      have been made by the Seller or the Servicer, as the case may be.

     

    SECTION
      4.14.  Shared Excess Finance Charge Collections.

     

    (a)           The
      balance of any Available Funds on deposit in the Collection Account after giving
      effect to subsections 4.11(a) through (t) will constitute a portion of Shared
      Excess Finance Charge Collections and will be available for allocation to other
      Series in Group One or to the Holder of the Exchangeable Seller Certificate
      as
      described in Section 4.3(g).

     

    (b)           Series
      2007-1 shall be included in Group One.  Subject to subsection 4.3(g)
      of the Agreement, Shared Excess Finance Charge Collections with respect to
      the
      Series in Group One for any Distribution Date will be allocated to Series 2007-1
      in an amount equal to the product of (x) the aggregate amount of Shared Excess
      Finance Charge Collections with respect to all Series in Group One for such
      Distribution Date and (y) a fraction, the numerator of which is the Finance
      Charge Shortfall for Series 2007-1 for such Distribution Date and the
      denominator of which is the aggregate amount of Finance Charge Shortfalls for
      all Series in Group One for such Distribution Date.  The “Finance
      Charge Shortfall” for Series 2007-1 for any Distribution Date will be equal
      to the excess, if any, of (a) the full amount required to be paid, without
      duplication, pursuant to subsections 4.11(a) through (t) on such Distribution
      Date over (b) the Excess Spread for such Distribution Date.

     


    
      
        
        

      

      
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    SECTION
      4.15.  Shared Principal Collections.  Subject to
      subsection 4.3(f) of the Agreement, Shared Principal Collections for any
      Distribution Date will be allocated to Series 2007-1 in an amount equal to
      the
      product of (x) the aggregate amount of Shared Principal Collections with respect
      to all Series in Group One that are Principal Sharing Series for such
      Distribution Date and (y) a fraction, the numerator of which is the Principal
      Shortfall for Series 2007-1 for such Distribution Date and the denominator
      of
      which is the Cumulative Principal Shortfall for such Distribution
      Date.

     

    SECTION
      4.16.  Purchase and Cancellation of
      Certificates.  The Seller may on any Distribution Date on or after
      the Funding Period Termination Distribution Date, upon five Business Days’ prior
      written notice to the Trustee, purchase Series 2007-1 Certificates on the
      secondary market and request the Trustee to cancel such Series 2007-1
      Certificates purchased by the Seller on such Distribution Date.  In
      such case, the Class A, Class M, Class B, Class C and/or Class D Investor
      Interest, as applicable, will be reduced by the portion thereof represented
      by
      such cancelled Certificates; provided that after giving effect to any
      cancellation (A) the Class M Investor Interest shall not be less than 6.0%
      of
      the Series 2007-1 Investor Interest (calculated after giving effect to such
      cancellation), (B) the Class B Investor Interest shall not be less than 9.5%
      of
      the Series 2007-1 Investor Interest (calculated after giving effect to such
      cancellation), (C) the Class C Investor Interest shall not be less than 9.0%
      of
      the Series 2007-1 Investor Interest (calculated after giving affect to such
      cancellation), and (D) the Class D Investor Interest shall not be less than
      9.5%
      of the Series 2007-1 Investor Interest (calculated after giving effect to such
      cancellations).  No Certificateholder shall be required to sell its
      Certificates to the Seller pursuant to this Section 4.16.

     

    SECTION
      4.17.  Determination of LIBOR.

     

    (a)           On
      each LIBOR Determination Date, the Trustee shall determine LIBOR on the basis
      of
      the rate for deposits in United States dollars for a period of the Designated
      Maturity which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London
      time, on that date.  If such rate does not appear on Reuters Screen
      LIBOR01 Page, the rate for that LIBOR Determination Date will be determined
      based on the rates at which deposits in United States dollars are offered by
      the
      Reference Banks at approximately 11:00 a.m., London time, on that day to prime
      banks in the London interbank market for a period of the Designated
      Maturity.  The Trustee or the Hedge Counterparty will request the
      principal London office of each of the Reference Banks to provide a quotation
      of
      its rate.  If at least two quotations are provided, the rate for that
      LIBOR Determination Date will be the arithmetic mean of the
      quotations.  If fewer than two quotations are provided, the rate for
      that LIBOR Determination Date will be the arithmetic mean of the rates quoted
      by
      four major banks in New York City, selected by the Servicer, at approximately
      11:00 a.m., New York City time, on that day for loans in United States dollars
      to leading European banks for a period of the Designated Maturity.

     

    (b)           The
      Class A Certificate Rates, Class M Certificate Rates, Class B Certificate Rates,
      Class C Certificate Rate, Class D-1 Certificate Rate and Class D-2 Certificate
      Rate applicable to the then current and the immediately preceding Interest
      Periods may be obtained by any Series 2007-1 Certificateholder by telephoning
      the Trustee at its Corporate Trust Office at (800) 934-6802.

     


    
      
        
        

      

      
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    (c)           On
      each LIBOR Determination Date prior to 12:00 noon New York City time, the
      Trustee shall send to the Servicer by facsimile, notification of LIBOR for
      the
      following Interest Period.

     

    SECTION 4.18.  Paired
      Series.  Any other Series in Group One may be designated (but only
      with the consent of the Class C Certificateholders and the Class D
      Certificateholders specified in the Class C Purchase Agreement or the Class
      D
      Certificate Purchase Agreements, as applicable, and subject to satisfaction
      of
      the Rating Agency Condition) as a Paired Series for Series
      2007-1.  Such Paired Series either shall be prefunded with an initial
      deposit to a prefunding account in an amount up to the initial principal amount
      of such Paired Series and primarily from the sale of such Paired Series or
      shall
      have a variable principal amount.  Any such prefunding account shall
      be held for the benefit of such Paired Series and not for the benefit of the
      Series 2007-1 Certificateholders.  As funds in the Collection
      Account are allocated for distribution as Available Principal Collections during
      the Early Amortization Period or Controlled Amortization Period, either
      (i) in the case of a prefunded Paired Series, an equal amount of funds in
      any prefunding account for such Paired Series shall be released and distributed
      pursuant to the terms of such Paired Series or (ii) in the case of a Paired
      Series having a variable principal amount, an interest in such variable Paired
      Series in an equal or lesser amount may be sold by the Trust and the proceeds
      thereof will be distributed pursuant to the terms of such Paired Series, and,
      in
      either case, the Investor Interest of such Paired Series will increase by up
      to
      a corresponding amount.  Upon payment in full of the Series Investor
      Interest, assuming that there have been no unreimbursed Loss Amounts with
      respect to any related Paired Series, the aggregate amount of such Paired Series
      shall have been increased by an amount up to an aggregate amount equal to the
      Series Investor Interest paid to the Series 2007-1 Certificateholders (or
      such other amount as the holders of such Paired Series shall
      agree).

     

    SECTION
      4.19  Pre-Funding Account.  (a)  The Seller
      hereby directs the Servicer, for the benefit of the Series 2007-1
      Certificateholders, to establish and maintain or cause to be established and
      maintained in the name of the Trustee and for the Trustee, on behalf of the
      Series 2007-1 Certificateholders, with a Qualified Depository Institution (which
      initially shall be the Trustee) a segregated trust account (the “Pre-Funding
      Account”), bearing a designation clearly indicating that the funds deposited
      therein are held for the benefit of the Series 2007-1
      Certificateholders.  The Seller does hereby transfer, assign, set over
      and otherwise convey to the Trust for the benefit of the Series 2007-1
      Certificateholders, without recourse, all of its right, title and interest
      (if
      any) in, to and under the Pre-Funding Account, any cash and/or investments
      on
      deposit therein and any proceeds of the foregoing, including the investment
      earnings.  The Pre-Funding Account shall be owned by, and under the
      sole dominion and control of, the Trustee for the benefit of the Series 2007-1
      Certificateholders.  If, at any time, the institution holding the
      Pre-Funding Account ceases to be a Qualified Depository Institution, the Seller
      shall direct the Servicer to establish within 10 Business Days a new Pre-Funding
      Account meeting the conditions specified above with a Qualified Depository
      Institution, transfer any cash and/or any investments to such new Pre-Funding
      Account and from the date such new Pre-Funding Account is established, it shall
      be the “Pre-Funding Account.”  In addition, after five days notice to
      the Trustee, the Seller may direct the Servicer to establish a new Pre-Funding
      Account meeting the conditions specified above with a different Qualified
      Depository Institution, transfer any cash and/or investments to such new
      Pre-Funding Account and from the date such new Pre-Funding Account is
      established, it shall be, for the Series 2007-1 Certificates, the “Pre-Funding
      Account.”

     


    
      
        
        

      

      
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    The
      Trustee, at the direction of the Servicer, shall make withdrawals and payments
      from the Pre-Funding Account for the purposes of carrying out the Servicer’s or
      Trustee’s duties hereunder.

     

    (b)           A
      portion of the cash proceeds of the sale of the Series 2007-1 Certificates
      in an
      amount equal to $285,000,000 shall be deposited into the Pre-Funding Account
      on
      the Closing Date.  This amount shall be the Initial Total Pre-Funded
      Amount.  On each Distribution Date, the Trustee, at the direction of
      the Servicer, shall withdraw from the Pre-Funding Account and deposit in the
      Collection Account all interest and other investment income on the Cash
      Pre-Funded Amount.  Interest (including reinvested interest) and other
      investment income on funds on deposit in the Pre-Funding Account shall not
      be
      considered part of the Cash Pre-Funded Amount for purposes of this
      Supplement.  Funds on deposit in the Pre-Funding Account shall be
      withdrawn by the Trustee, at the direction of the Servicer, and paid to the
      Seller to the extent of any increases in the Series Investor Interest pursuant
      to Section 4.21.  If (x) the Lane Bryant Portfolio shall not have been
      acquired by the Originator on or before January 31, 2008, or the Servicer shall
      have notified the Trustee in writing on or prior to January 31, 2008 that the
      Originator will not acquire the Lane Bryant Portfolio prior to January 31,
      2008,
      and (y) any Cash Pre-Funded Amount remains on deposit in the Pre-Funding
      Account, on the Lane Bryant Portfolio Distribution Date the lesser of (i) such
      remaining Cash Pre-Funded Amount net of interest and earnings on investments
      of
      funds on deposit in the Pre-Funding Account on such date) and (ii) $220,000,000
      will be deposited into the Collection Account and applied by the Trustee, at
      the
      direction of the Servicer, in accordance with subsection 4.9(h) to reduce the
      outstanding principal amount of the Class A Certificates, the Class M
      Certificates, the Class B Certificates, the Class C Certificates and the Class
      D
      Certificates as specified in subsection 4.9(h).  If the Funding Period
      Termination Distribution Date occurs and any Cash Pre-Funded Amount remains
      on
      deposit in the Pre-Funding Account, on such date such remaining Cash Pre-Funded
      Amount will be deposited into the Collection Account and will be applied by
      the
      Trustee, at the direction of the Servicer, in accordance with subsection 4.9(h)
      to reduce the outstanding principal amount of the Class A Certificates, the
      Class M Certificates, the Class B Certificates, the Class C Certificates and
      the
      Class D Certificates as specified in subsection 4.9(h).

     

    (c)           Funds
      on deposit in the Pre-Funding Account shall be invested in Permitted Investments
      by the Trustee, at the direction of the Servicer.  Funds on deposit in
      the Pre-Funding Account on any Distribution Date, after giving effect to any
      withdrawals from the Pre-Funding Account, shall be invested in Permitted
      Investments that will mature so that such funds will be available for withdrawal
      on the following Distribution Date.  All interest and earnings (net of
      losses and investment expenses) on funds on deposit in the Pre-Funding Account
      shall be deposited by the Trustee, at the direction of the Servicer, in the
      Collection Account on each Distribution Date and treated as Collections of
      Finance Charge Receivables allocated to the Series 2007-1 Certificates for
      the
      prior Due Period.

     

    (d)           The
      parties hereto intend that the Pre-Funding Account shall be an account of the
      Trustee, and not an account of the Seller.  If, notwithstanding the
      intent of the parties hereto, it shall be determined that the Seller has any
      rights in the Pre-Funding Account, the Seller hereby grants to the Trustee,
      to
      secure all of its obligations hereunder, a security interest in all of its
      right, title, and interest, whether now owned or hereafter acquired, in, to,
      and
      under the Pre-

     


    
      
        
        

      

      
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    Funding
      Account, all money, instruments, investment property, and other property
      credited to or on deposit in the Pre-Funding Account, and all proceeds
      thereof.

     

    SECTION
      4.20.                                           Funding
      Period Reserve Account.  (a) The Seller hereby directs the
      Servicer, for the benefit of the Series 2007-1 Certificateholders, to establish
      and maintain or cause to be established and maintained in the name of the
      Trustee and for the Trustee, on behalf of the Series 2007-1 Certificateholders,
      with a Qualified Depository Institution (which initially shall be the Trustee)
      a
      segregated trust account (the “Funding Period Reserve Account”), bearing
      a designation clearly indicating that the funds deposited therein are held
      for
      the benefit of the Series 2007-1 Certificateholders.  The Seller does
      hereby transfer, assign, set over and otherwise convey to the Trust for the
      benefit of the Series 2007-1 Certificateholders, without recourse, all of its
      right, title and interest (if any) in, to and under the Funding Period Reserve
      Account, any cash and/or investments on deposit therein and any proceeds of
      the
      foregoing, including the investment earnings.  The Funding Period
      Reserve Account shall be owned by, and under the sole dominion and control
      of,
      the Trustee for the benefit of the Series 2007-1
      Certificateholders.  If, at any time, the institution holding the
      Funding Period Reserve Account ceases to be a Qualified Depository Institution,
      the Seller shall direct the Servicer to establish within 10 Business Days a
      new
      Funding Period Reserve Account meeting the conditions specified above with
      a
      Qualified Depository Institution, transfer any cash and/or any investment to
      such new Funding Period Reserve Account and from the date such new Funding
      Period Reserve Account is established, it shall be the “Funding Period Reserve
      Account.”  In addition, after five days notice to the Trustee, the
      Seller may direct the Servicer to establish a new Funding Period Reserve Account
      meeting the conditions specified above with a different Qualified Depository
      Institution, transfer any cash and/or investments to such new Funding Period
      Reserve Account and from the date such new Funding Period Reserve Account is
      established, it shall be, for the Series 2007-1 Certificates, the “Funding
      Period Reserve Account.”  Pursuant to the authority granted to the
      Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the
      power, revocable by the Trustee, to make withdrawals and payments or to instruct
      the Trustee to make withdrawals and payments from the Funding Period Reserve
      Account for the purposes of carrying out the Servicer’s or Trustee’s duties
      hereunder.

     

    (b)           The
      Servicer shall deposit $3,705,000 into the Funding Period Reserve Account on
      the
      Closing Date.  Funds on deposit in the Funding Period Reserve Account
      (after giving effect to any withdrawals from the Funding Period Reserve Account)
      shall be invested by the Trustee at the direction of the Servicer in Permitted
      Investments so that funds will be available for withdrawal on the following
      Distribution Date.  The interest and other investment income (net of
      investment expenses and losses) earned on such investments shall be deposited
      in
      the Collection Account on each Distribution Date and treated as Collections
      of
      Finance Charge Receivables allocated to the Series 2007-1 Certificates for
      the
      preceding Due Period and available to be applied as Available
      Funds.

     

    (c)           On
      or before each Distribution Date with respect to the Funding Period, the Trustee
      at the direction of the Servicer shall (i) withdraw from the Funding Period
      Reserve Account an amount equal to the Funding Period Reserve Draw Amount for
      such Distribution Date and deposit such amount into the Collection Account
      for
      application as Available Funds and (ii) deposit in the Funding Period Reserve
      Account an amount equal to the amount specified in, and otherwise in accordance
      with, subsection 4.11(r).

     


    
      
        
        

      

      
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    (d)           The
      Funding Period Reserve Account shall be terminated following the earlier to
      occur of (a) the completion of the Funding Period and (b) the termination of
      the
      Trust pursuant to the Agreement.  Upon the termination of the Funding
      Period Reserve Account, all amounts on deposit therein (after giving effect
      to
      any withdrawal from the Funding Period Reserve Account on such date as described
      above) shall be distributed to the Holder of the Exchangeable Seller
      Certificate.

     

    SECTION
      4.21.                                           Adjustments
      to Investor Interest.

     

    (a)           Series
      2007-1 shall be a Paired Series with respect to Series 2002-1.  On any
      Business Day during the Funding Period, the Series Investor Interest will be
      increased (but not above an amount equal to the Initial Investor Interest)
      by
      the amount of any decrease in the Investor Interest for Series 2002-1 on or
      prior to such day, provided that the aggregate amount of such increases pursuant
      to this clause (a) do not exceed the aggregate amount of the Investor Interest
      for Series 2002-1.  The Class A Investor Interest shall be
      increased by an amount equal to the Class A Percentage of the amount of such
      decrease, the Class M Investor Interest shall be increased by an amount
      equal to the Class M Percentage of the amount of such decrease, the Class B
      Investor Interest shall be increased by an amount equal to the Class B
      Percentage of the amount of such decrease, the Class C Investor Interest shall
      be increased by an amount equal to the Class C Percentage of the amount of
      such
      decrease, and the Class D Investor Interest shall be increased by an amount
      equal to the Class D Percentage of the amount of such decrease (which increase
      shall be allocated between the Class D-1 Investor Interest and the Class D-2
      Investor Interest as provided in the Class D Purchase Agreements), whereupon
      the
      Trustee shall instruct the Servicer to withdraw from the Pre-Funding Account
      and
      pay to the Seller an amount equal to the increase in the Series Investor
      Interest.

     

    (b)           The
      Seller may on any Business Day during the Funding Period determine to increase
      the Series Investor Interest amount up to the Initial Investor Interest by
      transferring new Receivables to the Trust so long as such increase to the Series
      Investor Interest would not cause the Seller Interest to be reduced below zero
      or cause an Early Amortization Event to occur with respect to any outstanding
      Series.  Upon determining to increase the Series Investor Interest
      pursuant to this Section 4.21(b), the Seller shall deliver to the Servicer
      and the Trustee an Officers’ Certificate specifying the amount of the increase
      in the Series Investor Interest the Seller has determined to make and certifying
      that such increase to the Series Investor Interest will not cause the Seller
      Interest to be reduced below zero or cause an Early Amortization Event to occur
      with respect to any outstanding Series.  Upon receipt of such
      Officer’s Certificate by the Trustee, the Class A Investor Interest shall
      be increased by an amount equal to the Class A Percentage of the amount of
      such
      increase, the Class M Investor Interest shall be increased by an amount
      equal to the Class M Percentage of the amount of such increase, the Class B
      Investor Interest shall be increased by an amount equal to the Class B
      Percentage of the amount of such increase, the Class C Investor Interest shall
      be increased by an amount equal to the Class C Percentage of the amount of
      such
      increase, the Class D Investor Interest shall be increased by an amount equal
      to
      the Class D Percentage of the amount of such increase (which increase shall
      be
      allocated between the Class D-1 Investor Interest and the Class D-2 Investor
      Interest as provided in the Class D Purchase Agreements), whereupon the Trustee
      shall instruct the Servicer to withdraw from the Pre-Funding Account and pay
      to
      the Seller an amount equal to the increase in the Series Investor
      Interest.

     


    
      
        
        

      

      
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    SECTION
      4.22.                                           Hedge
      Reserve Account.  (a) The Seller hereby directs the Servicer, for
      the benefit of the Hedge Counterparty, to establish and maintain or cause to
      be
      established and maintained in the name of the Trustee and for the Trustee,
      on
      behalf of the Hedge Counterparty, with a Qualified Depository Institution (which
      initially shall be the Trustee) a segregated trust account (the “Hedge
      Reserve Account”), bearing a designation clearly indicating that the funds
      deposited therein are held for the benefit of the Hedge
      Counterparty.  The Seller does hereby transfer, assign, set over and
      otherwise convey to the Trust for the benefit of the Hedge Counterparty, without
      recourse, all of its right, title and interest (if any) in, to and under the
      Hedge Reserve Account, any cash and/or investments on deposit therein and any
      proceeds of the foregoing, including the investment earnings.  The
      Hedge Reserve Account shall be owned by, and under the sole dominion and control
      of, the Trustee for the benefit of the Hedge Counterparty.  If, at any
      time, the institution holding the Hedge Reserve Account ceases to be a Qualified
      Depository Institution, the Seller shall direct the Servicer to establish within
      10 Business Days a new Hedge Reserve Account meeting the conditions specified
      above with a Qualified Depository Institution, transfer any cash and/or any
      investment to such new Hedge Reserve Account and from the date such new Hedge
      Reserve Account is established, it shall be the “Hedge Reserve
      Account.”  In addition, after five days notice to the Trustee, the
      Seller may direct the Servicer to establish a new Hedge Reserve Account meeting
      the conditions specified above with a different Qualified Depository
      Institution, transfer any cash and/or investments to such new Hedge Reserve
      Account and from the date such new Hedge Reserve Account is established, it
      shall be, the “Hedge Reserve Account.”  Pursuant to the authority
      granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer
      shall have the power, revocable by the Trustee, to make withdrawals and payments
      or to instruct the Trustee to make withdrawals and payments from the Hedge
      Reserve Account for the purposes of carrying out the Servicer’s or Trustee’s
      duties hereunder.

     

    (b)           The
      Servicer shall deposit $1,700,000 into the Hedge Reserve Account on the Closing
      Date.  On each Distribution Date prior to the termination of the Hedge
      Reserve Account pursuant to subsection 4.22(d), the Trustee at the direction
      of
      the Servicer shall deposit in the Hedge Reserve Account an amount equal to
      the
      amount specified in, and otherwise in accordance with, subsection
      4.11(t).  Funds on deposit in the Hedge Reserve Account (after giving
      effect to any withdrawals from the Hedge Reserve Account) shall be invested
      by
      the Trustee at the direction of the Servicer in Permitted Investments so that
      funds will be available for withdrawal on the following Distribution
      Date.  The interest and other investment income (net of investment
      expenses and losses) earned on such investments shall be deposited in the
      Collection Account each Distribution Date following and treated as Collections
      of Finance Charge Receivables allocated to the Series 2007-1 Certificates for
      the preceding Due Period and available to be applied as Available
      Funds.

     

    (c)           Upon
      termination of any Interest Rate Swap Agreement for which a partial or early
      termination fee (such fee, a “Hedge Termination Fee”) is incurred
      pursuant to the terms of the applicable Interest Rate Swap Agreement, the
      Trustee shall, at the written direction of the Servicer, withdraw the amount
      of
      such termination fee from the Hedge Reserve Account and distribute such
      termination fee directly to the applicable Hedge Counterparty.  If
      more than one Hedge Termination Fee shall be outstanding at any time, the
      Trustee shall make such distributions to the applicable Hedge Counterparties
      in
      the following order of priority: first, to

     


    
      
        
        

      

      
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    the
      Hedge
      Counterparty for the Class A Swap; second, to the Hedge Counterparty for the
      Class M Swap; and third, to the Hedge Counterparty for the Class B
      Swap.

     

    (d)           The
      Hedge Reserve Account shall be terminated following the earliest to occur of
      (a)
      the Lane Bryant Portfolio Distribution Date, (b) February 15, 2008, (c) the
      date
      on which the Originator acquires the Lane Bryant Portfolio, and (d) the
      termination of the Trust pursuant to the Agreement.  Upon the
      termination of the Hedge Reserve Account, all amounts on deposit therein (after
      giving effect to any withdrawal from the Hedge Reserve Account on such date
      as
      described above) shall be distributed to the Holder of the Exchangeable Seller
      Certificate.

     

    SECTION
      4.23                                Designation
      of Trustee’s Jurisdiction.  The Trustee hereby agrees that its
      jurisdiction for purposes of the applicable UCC is New York.

     

    SECTION
      4.24                                Permitted
      Investments.  In selecting Permitted Investments for the funds on
      deposit in the Collection Account, the Funding Period Reserve Account, the
      Hedge
      Reserve Account and the Pre-Funding Account, the Servicer shall make such
      selection after consultation with the Trustee and with a view to ensuring that
      an amount equal to the sum of (i) Monthly Interest due on each Distribution
      Date, and (ii) during the Amortization Period, the amount of principal to be
      paid on the Series 2007-1 Certificates on such Distribution Date will be held
      by
      the Trustee in uninvested funds on the Business Day immediately prior to such
      Distribution Date.

     

    SECTION
      9.  Article
      V of the Agreement.  Article V of the Agreement shall read in its
      entirety as follows and shall be applicable only to the Series 2007-1
      Certificates:

     

    ARTICLE
      V.

     

    


     

    DISTRIBUTIONS
      AND REPORTS TO INVESTOR

     

    CERTIFICATEHOLDERS

     

    SECTION
      5.1.  Distributions.

     

    (a)           On
      each Distribution Date, the Trustee shall distribute (in accordance with the
      certificate delivered by the Servicer to the Trustee pursuant to subsection
      3.4(b)) to each Class A Certificateholder of record on the immediately preceding
      Record Date (other than as provided in Section 12.3 respecting a final
      distribution) such Class A Certificateholder’s prorata share
      (based on the aggregate Undivided Trust Interests represented by Class A
      Certificates held by such Class A Certificateholder) of amounts on deposit
      in
      the Collection Account as are payable to the Class A Certificateholders pursuant
      to Section 4.9 or 4.11 of this Supplement by check mailed to each Class A
      Certificateholder (at such Class A Certificateholder’s address as it appears in
      the Certificate Register), except that with respect to Class A Certificates
      registered in the name of the nominee of a Clearing Agency, such distribution
      shall be made in immediately available funds.

     

    (b)           On
      each Distribution Date, the Trustee shall distribute (in accordance with the
      certificate delivered by the Servicer to the Trustee pursuant to subsection
      3.4(b)) to each Class M Certificateholder of record on the immediately preceding
      Record Date (other than as provided in Section 12.3 respecting a final
      distribution) such Class M Certificateholder’s pro rata share

     


    
      
        
        

      

      
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    (based
      on
      the aggregate Undivided Trust Interests represented by Class M Certificates
      held
      by such Class M Certificateholder) of amounts on deposit in the Collection
      Account as are payable to the Class M Certificateholders pursuant to Section
      4.9
      or 4.11 of this Supplement by check mailed to each Class M Certificateholder
      (at
      such Class M Certificateholder’s address as it appears in the Certificate
      Register), except that with respect to Class M Certificates registered in the
      name of the nominee of a Clearing Agency, such distribution shall be made in
      immediately available funds.

     

    (c)           On
      each Distribution Date, the Trustee shall distribute (in accordance with the
      certificate delivered by the Servicer to the Trustee pursuant to subsection
      3.4(b)) to each Class B Certificateholder of record on the immediately preceding
      Record Date (other than as provided in Section 12.3 respecting a final
      distribution) such Class B Certificateholder’s pro rata share (based on the
      aggregate Undivided Trust Interests represented by Class B Certificates
      held by such Class B Certificateholder) of amounts on deposit in the Collection
      Account as are payable to the Class B Certificateholders pursuant to Section
      4.9
      or 4.11 of this Supplement by check mailed to each Class B Certificateholder
      (at
      such Class B Certificateholder’s address as it appears in the Certificate
      Register), except that with respect to Class B Certificates registered in the
      name of the nominee of a Clearing Agency, such distribution shall be made in
      immediately available funds.

     

    (d)           Unless
      otherwise specified in the Class C Purchase Agreement, on each Distribution
      Date, the Trustee shall distribute to each Class C Certificateholder of record
      on the immediately preceding Record Date (other than as provided in Section
      12.3
      of the Agreement respecting a final distribution) such Class C
      Certificateholder’s pro rata share (based on the aggregate Undivided
      Trust Interests represented by Class C Certificates held by such Class C
      Certificateholder) of amounts on deposit in the Collection Account as are
      payable to the Class C Certificateholders pursuant to Section 4.9 or 4.11 of
      this Supplement or the Class C Purchase Agreement by check mailed to each Class
      C Certificateholder (at such Certificateholder’s address as it appears in the
      Certificate Register) or by wire transfer of immediately available funds to
      such
      account designated in writing by such Class C Certificateholder to the Trustee
      not later than the Distribution Date preceding such Distribution
      Date.

     

    (e)           Unless
      otherwise specified in the Class D-1 Purchase Agreement, on each Distribution
      Date, the Trustee shall distribute to each Class D-1 Certificateholder of record
      on the immediately preceding Record Date (other than as provided in Section
      12.3
      of the Agreement respecting a final distribution) such Class D-1
      Certificateholder’s pro rata share (based on the aggregate Undivided Trust
      Interests represented by Class D-1 Certificates held by such Class D-1
      Certificateholder) of amounts on deposit in the Collection Account as are
      payable to the Class D-1 Certificateholders pursuant to Section 4.9 or 4.11
      of
      this Supplement or the applicable Class D Purchase Agreement by check mailed
      to
      each Class D-1 Certificateholder (at such Class D-1 Certificateholder’s address
      as it appears in the Certificate Register) or by wire transfer of immediately
      available funds to such account designated in writing by such Class D-1
      Certificateholder to the Trustee not later than the Distribution Date preceding
      such Distribution Date.

     

    (f)           Unless
      otherwise specified in the Class D-2 Purchase Agreement, on each Distribution
      Date, the Trustee shall distribute to each Class D-2 Certificateholder of record
      on

     


    
      
        
        

      

      
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    the
      immediately preceding Record Date (other than as provided in Section 12.3 of
      the
      Agreement respecting a final distribution) such Class D-2 Certificateholder’s
      pro rata share (based on the aggregate Undivided Trust Interests represented
      by
      Class D-2 Certificates held by such Class D-2 Certificateholder) of amounts
      on
      deposit in the Collection Account as are payable to the Class D-2
      Certificateholders pursuant to Section 4.9 or 4.11 of this Supplement or the
      applicable Class D Purchase Agreement by check mailed to each Class D-2
      Certificateholder (at such Class D-2 Certificateholder’s address as it appears
      in the Certificate Register) or by wire transfer of immediately available funds
      to such account designated in writing by such Class D-2 Certificateholder to
      the
      Trustee not later than the Distribution Date preceding such Distribution
      Date.

     

    SECTION
      5.2.  Monthly Certificateholders’ Statement.

     

    (a)           On
      or before each Distribution Date, the Paying Agent shall forward to each Series
      2007-1 Certificateholder and each Rating Agency a statement substantially in
      the
      form of Exhibit F to this Supplement prepared by the Servicer, appropriately
      completed.

     

    (b)           Annual
      Certificateholders’ Tax Statement.  On or before January 31 of each
      calendar year, beginning with calendar year 2008, the Trustee shall distribute
      to each Person who at any time during the preceding calendar year was a Series
      2007-1 Certificateholder, a statement prepared by the Servicer containing the
      information required to be contained in the regular monthly statement to Series
      2007-1 Certificateholders, aggregated for such calendar year or the applicable
      portion thereof during which such Person was a Series 2007-1 Certificateholder,
      together with such other customary information (consistent with the treatment
      of
      the Class A Certificates, the Class M Certificates and the Class B
      Certificates as debt) as the Servicer deems necessary or desirable to enable
      the
      Series 2007-1 Certificateholders to prepare their tax returns.  The
      Servicer will provide such information to the Trustee as soon as possible after
      January 1 of each calendar year.  Such obligations of the Trustee
      shall be deemed to have been satisfied to the extent that substantially
      comparable information shall be provided by the Trustee pursuant to any
      requirements of the Code as from time to time in effect.

     

    SECTION
      10.  Series
      2007-1 Early Amortization Events.  If any one of the following
      events shall occur with respect to the Series 2007-1 Certificates:

     

    (a)  failure
      on the part of the Seller or the Originator (i) to make any payment or deposit
      required by the terms of (A) the Agreement, (B) this Supplement or (C) the
      Purchase Agreement, on or before the date occurring five Business Days after
      the
      date such payment or deposit is required to be made herein or (ii) duly to
      observe or perform in any material respect any of its covenants or agreements
      set forth in the Agreement, this Supplement or the Purchase Agreement, which
      failure has a material adverse effect on the Class A Certificateholders, the
      Class M Certificateholders, the Class B Certificateholders or the Class C
      Certificateholders and which continues unremedied for a period of 35 days after
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Seller by the Trustee, or to the Seller
      and the Trustee by the Controlling Certificateholders, and continues to affect
      materially and adversely the interests of the Class A Certificateholders, the
      Class M Certificateholders, the Class B Certificateholders or the Class C
      Certificateholders for such period;

     


    
      
        
        

      

      
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    (b)  any
      representation or warranty made by the Seller or the Originator in the
      Agreement, this Supplement or the Purchase Agreement, or any information
      contained in a computer file or microfiche or written list required to be
      delivered by the Seller pursuant to Section 2.1 or 2.6 or by the Originator
      pursuant to Section 1.1 or 2.4(e) of the Purchase Agreement, (i) shall
      prove to have been incorrect in any material respect when made or when
      delivered, which continues to be incorrect in any material respect for a period
      of 60 days after the date on which written notice of such failure, requiring
      the
      same to be remedied, shall have been given to the Seller by the Trustee, or
      to
      the Seller and the Trustee by the Controlling Certificateholders, and (ii)
      as a
      result of which the interests of the Class A Certificateholders, the Class
      M
      Certificateholders, the Class B Certificateholders or the Class C
      Certificateholders are materially and adversely affected and continue to be
      materially and adversely affected for such period; provided,
however, that a Series 2007-1 Early Amortization Event pursuant to
      this
      subsection 9(b) shall not be deemed to have occurred hereunder if the Seller
      has
      accepted reassignment of the related Receivable, or all of such Receivables,
      if
      applicable, during such period in accordance with the provisions of the
      Agreement;

     

    (c)  the
      average Portfolio Yield for any three consecutive Due Periods is reduced to
      a
      rate which is less than the average Base Rate for such period;

     

    (d)  the
      Seller shall fail to convey Receivables arising under Additional Accounts to
      the
      Trust, as required by subsection 2.6(a) of the Agreement;

     

    (e)  any
      Servicer Default shall occur which would have a material adverse effect on
      the
      Class A Certificateholders, the Class M Certificateholders, the Class B
      Certificateholders or the Class C Certificateholders;

     

    (f)  the
      Class
      A Investor Interest shall not be paid in full on the Class A Expected Final
      Payment Date, or the Class M Investor Interest shall not be paid in full on
      the
      Class M Expected Final Payment Date, or the Class B Investor Interest shall
      not
      be paid in full on the Class B Expected Final Payment Date;

     

    (g)  Fashion
      Service Corp. shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to all or substantially all
      of
      its property, or a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises for the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs, shall have been entered against Fashion Service
      Corp.; or Fashion Service Corp. shall admit in writing its inability to pay
      its
      debts generally as they become due, commence or have commenced against it
      (unless dismissed within thirty days) as a debtor a proceeding under any
      applicable insolvency or reorganization statute, make an assignment for the
      benefit of its creditors or voluntarily suspend payment of its
      obligations;

     

    (h)  the
      early
      termination of the Class A Swap, the Class M Swap, the Class B Swap or the
      Class
      C Cap unless the Trustee obtains a replacement Class A Swap, Class M Swap,
      Class
      B Swap or Class C Cap, as applicable, or enters into another interest rate
      hedging arrangement with respect to the Class A-1 Certificates, Class M-1
      Certificates, Class B-1

     


    
      
        
        

      

      
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    Certificates
      or Class C Certificates that satisfies the Rating Agency Condition within 5
      Business Days following the termination of such Class A Swap, Class M Swap,
      Class B Swap or Class C Cap, as applicable; provided that the partial
      termination of an Interest Rate Hedge Agreement due to the occurrence of the
      Lane Bryant Portfolio Distribution Date, as contemplated by the Interest Rate
      Hedge Agreements, shall not be a Series 2007-1 Early Amortization Event;
      or

     

    (i)  failure
      of any Hedge Counterparty to make a payment under any of the Interest Rate
      Hedge
      Agreements for the Class A-1 Certificates, Class M-1 Certificates, Class B-1
      Certificates or Class C Certificates in respect of a payment obligation arising
      as a result of LIBOR being greater than the specified fixed rate for the related
      Interest Rate Hedge Agreement, and the failure is not cured within 5 Business
      Days after payment is due;

     

    then,
      (x)
      in the case of any event described in subparagraph (a), (b) or (e) after the
      applicable grace period set forth in such subparagraphs, either the Trustee
      or
      the Controlling Certificateholders by notice then given in writing to the Seller
      and the Servicer (and to the Trustee if given by the Certificateholders) may
      declare that an early amortization event (a “Series 2007-1 Early Amortization
      Event”) has occurred as of the date of such notice and (y) in the case of
      any event described in subparagraphs (c), (d), (f), (g), (h) or (i), a Series
      2007-1 Early Amortization Event shall occur without any notice or other action
      on the part of the Trustee or the Series 2007-1 Certificateholders immediately
      upon the occurrence of such event.

     

    SECTION
      11.  Series
      2007-1 Termination.  The right of the Series 2007-1
      Certificateholders to receive payments from the Trust will terminate on the
      first Business Day following the Series 2007-1 Termination Date.  For
      purposes of Series 2007-1, the reference to “110%” in Section 12.1(c) of the
      Agreement shall be deemed to be a reference to “110% (or if such percentage
      would cause an Early Amortization Event to occur with respect to any other
      outstanding Series, the greater of (x) such lesser percentage as would not
      cause
      such Early Amortization Event and (y) the then current Series Allocation
      Percentage)”.  The proceeds of such sale shall be treated as
      Collections on the Receivables that are allocated to Series 2007-1 pursuant
      to
      the Agreement and this Supplement and shall be distributed in accordance with
      the terms of this Supplement; provided, however, that the Servicer shall
      determine conclusively the amount of such proceeds that are allocable to Finance
      Charge Receivables and the amount of such proceeds that are allocable to
      Principal Receivables.

     

    SECTION
      12.  Ratification
      of Agreement.  As supplemented by this Supplement, the Agreement
      is in all respects ratified and confirmed and the Agreement as so supplemented
      by this Supplement shall be read, taken, and construed as one and the same
      instrument.

     

    SECTION
      13.  Counterparts.  This
      Supplement may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all of such counterparts shall
      together constitute but one and the same instrument.

     

    SECTION
      14.  No
      Petition.  Each of the Trustee, the Servicer and the Seller (with
      respect to the Trust only), by entering into this Supplement and each Series
      2007-1 Certificateholder, by accepting a Series 2007-1 Certificate, shall not,
      prior to the date which is one year and one day after the last day on which
      any
      Investor Certificate shall have been outstanding, acquiesce, petition or
      otherwise invoke or cause the Trust or the Seller to invoke the

     


    
      
        
        

      

      
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    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.

     

    SECTION
      15.  Forms
      of Series 2007-1 Certificates.

     

    (a)  Form
      of
      Certificates.                                                      The
      form of each of the Class A-1 Certificates, the Class A-2 Certificates, the
      Class M-1 Certificates, the Class M-2 Certificates, the Class B-1 Certificates,
      the Class B-2 Certificates, the Class C Certificates, the Class D-1 Certificates
      and the Class D-2 Certificates, including the Certificate of Authentication,
      shall be substantially as set forth respectively as Exhibits A-1, A-2, M-1,
      M-2,
      B-1, B-2, C, D-1 and D-2 hereto, respectively.

     

    (b)  Book-Entry
      Certificates.

     

    (i)  The
      Class
      A Certificates, the Class M Certificates and the Class B Certificates that
      are not sold in offshore transactions in reliance on Regulation S under the
      Securities Act shall be offered and sold in reliance on the exemption from
      registration under Rule 144A (except for any sale directly from the Trust)
      and
      shall be issued initially in the form of one or more permanent global
      certificates in definitive, fully registered form without interest coupons
      with
      the applicable legends set forth in Exhibits A, M and B hereto, as applicable,
      added to the form of such Certificates (each, a “Restricted Book-Entry
      Certificate”), which shall be registered in the name of the nominee of the
      Depository and deposited with the Trustee, as custodian for the
      Depository.  The aggregate principal amount of the Restricted
      Book-Entry Certificates may from time to time be increased or decreased by
      adjustments made on the records of the Trustee or the Depository or its nominee,
      as the case may be, as hereinafter provided.

     

    (ii)  The
      Class
      A Certificates, the Class M Certificates and the Class B Certificates offered
      and sold in offshore transactions in reliance on Regulation S under the
      Securities Act shall be issued initially, and during the “40 day distribution
      compliance period” described below shall remain, in the form of temporary global
      certificates, without interest coupons (the “Regulation S Temporary
      Book-Entry Certificates”), to be held by the Depository and registered in
      the name of a nominee of the Depository or its custodian for the respective
      accounts of Euroclear and Clearstream duly executed by the Seller and
      authenticated by the Trustee as hereinafter provided.  The “40 day
      distribution compliance period” shall be terminated upon the later of (i) the
      end of the distribution compliance period (as defined in Rule 902 of the
      Securities Act) and (ii) receipt by the Trustee of a written certificate from
      the Depository, together with copies of certificates substantially in the form
      of Exhibit I from Euroclear or Clearstream, certifying that the beneficial
      owner
      of such Regulation S Temporary Book-Entry Certificate is a non-U.S.
      person.  Following the termination of the 40 day distribution
      compliance period, beneficial interests in the Regulation S Temporary Book-Entry
      Certificates may be exchanged for beneficial interests in permanent Book-Entry
      Certificates (the “Regulation S Permanent Book-Entry Certificates”; and
      together with the Regulation S Temporary

     


    
      
        
        

      

      
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    Book-Entry
      Certificate, the “Regulation S Book-Entry Certificates”), which will be
      duly executed by the Seller and authenticated by the Trustee as hereinafter
      provided and which will be deposited with the Trustee, as custodian for the
      Depository, and registered in the name of the Depository or a nominee
      thereof.  Upon any exchange of a portion of a Regulation S Temporary
      Book-Entry Certificate for a comparable portion of a Regulation S Permanent
      Book-Entry Certificate, the Trustee shall endorse on the schedules affixed
      to
      each of such Regulation S Book-Entry Certificate (or on continuations of such
      schedules affixed to each of such Regulation S Book-Entry Certificate and made
      parts thereof) appropriate notations evidencing the date of transfer and (x)
      with respect to the Regulation S Temporary Book-Entry Certificate, a decrease
      in
      the principal amount thereof equal to the amount covered by the applicable
      certification and (y) with respect to the Regulation S Permanent Book-Entry
      Certificate, an increase in the principal amount thereof equal to the principal
      amount of the decrease in the Regulation S Temporary Book-Entry
      Certificate.

     

    (c)  Definitive
      Series 2007-1 Certificates.  (i) The Class C Certificates and the
      Class D Certificates shall be issued in the form of Definitive Certificates
      with
      the applicable legends set forth in Exhibits C and D, hereto, which shall be
      registered in the name of the Holder or a nominee thereof, duly executed by
      the
      Trust and authenticated by the Trustee as hereinafter
      provided.  Except as provided in Section 6.12 of the Agreement, owners
      of beneficial interests in the Book-Entry Certificates shall not be entitled
      to
      receive Definitive Certificates.

     

    SECTION
      16.  Transfer
      Restrictions.

     

    (a)  No
      Series
      2007-1 Certificate may be sold or transferred (including, without limitation,
      by
      pledge or hypothecation) unless such sale or transfer is exempt from the
      registration requirements of the Securities Act and is exempt from the
      registration requirements under applicable state securities laws.

     

    No
      Class
      A Certificate, Class M Certificate or Class B Certificate may be offered, sold
      or delivered within the United States or to, or for the benefit of, U.S. Persons
      as defined in Regulation S except to QIBs purchasing for their own account
      or
      for the accounts of one or more QIBs, for which the purchaser is acting as
      fiduciary or agent in accordance with Rule 144A in reliance on the exemption
      from registration in Section 4(2) of the Securities Act.  The
      Class A Certificates, the Class M Certificates and the Class B Certificates
      may
      also be sold or resold, as the case may be, in offshore transactions to non-U.S.
      Persons in reliance on Regulation S under the Securities Act.

     

    No
      Class
      C Certificate or Class D Certificate may be offered, sold or delivered to,
      or
      for the benefit of, any Person except U.S. Persons (as defined in Section
      7701(a)(30) of the Code) within the United States that are QIBs purchasing
      for
      their own account or for the accounts of one or more QIBs, for which the
      purchaser is acting as a fiduciary or agent in accordance with Rule 144A in
      reliance on the exemption for registration in Section 4(2) of the Securities
      Act.

     

    None
      of
      the Trust, the Trustee, the Seller, the Originator, the Servicer or any other
      Person may register the Series 2007-1 Certificates under the Securities Act
      or
      any applicable securities laws.

     


    
      
        
        

      

      
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    (b)  Notwithstanding
      any provision to the contrary herein, so long as a Book-Entry Certificate
      remains outstanding and is held by or on behalf of the Depository, transfers
      of
      a Book-Entry Certificate, in whole or in part, shall only be made in accordance
      with this Section 16(b) and Section 6.10 of the Agreement.

     

    (i)  Subject
      to clauses (ii) and (iii) of this Section 16(b), transfers of a Book-Entry
      Certificate shall be limited to transfers of such Book-Entry Certificate in
      whole, but not in part, to a nominee of the Depository or to a successor of
      the
      Depository or such successor’s nominee.

     

    (ii)  Regulation
      S Book-Entry Certificate to Restricted Book-Entry Certificate.  If
      a holder of a beneficial interest in a Regulation S Book-Entry Certificate
      wishes to transfer all or a part of its interest in such Regulation S Book-Entry
      Certificate to a Person who wishes to take delivery thereof in the form of
      a
      Restricted Book-Entry Certificate, such holder may, subject to the terms hereof
      and the rules and procedures of Euroclear or Clearstream, as the case may be,
      and the Depository exchange or cause the exchange of such interest for an
      equivalent beneficial interest in a Restricted Book-Entry Certificate of the
      same Class.  Upon receipt by the Transfer Agent and Registrar, of
      (A) instructions from Euroclear, Clearstream or the Depository, as the case
      may be, directing the Trustee, as Transfer Agent and Registrar, to cause such
      Restricted Book-Entry Certificate to be increased by an amount equal to such
      beneficial interest in such Regulation S Book-Entry Certificate but not less
      than the minimum denomination applicable to the related Class of Series 2007-1
      Certificates, and (B) a certificate substantially in the form of Exhibit
      G-1 hereto given by the prospective transferee of such beneficial interest
      and
      stating, among other things, that such transferee acquiring such interest in
      a
      Restricted Book-Entry Certificate is a QIB, is obtaining such beneficial
      interest in a transaction pursuant to Rule 144A and in accordance with any
      applicable securities laws of any state of the United States or any other
      applicable jurisdiction, then Euroclear, Clearstream or the Trustee, as Transfer
      Agent and Registrar, as the case may be, will instruct the Depository to reduce
      such Regulation S Book-Entry Certificate by the aggregate principal amount
      of
      the interest in such Regulation S Book-Entry Certificate to be transferred,
      increase the Restricted Book-Entry Certificate specified in such instructions
      by
      an amount equal to such reduction in such principal amount of the Regulation
      S
      Book-Entry Certificate and make the corresponding adjustments to the applicable
      participants’ accounts.

     

    (iii)  Restricted
      Book-Entry Certificate to Regulation S Book-Entry Certificate.  If
      a holder of a beneficial interest in a Restricted Book-Entry Certificate wishes
      to transfer all or a part of its interest in such Restricted Book-Entry
      Certificate to a Person who wishes to take delivery thereof in the form of
      a
      Regulation S Book-Entry Certificate, such holder may, subject to the terms
      hereof and the rules and procedures of Euroclear or Clearstream, as the case
      may
      be, and the Depository exchange or cause the exchange of such interest for
      an
      equivalent beneficial interest in a Regulation S Book-Entry Certificate of
      the same Class.  Upon receipt by the Trustee, as Transfer Agent and
      Registrar, of (A) instructions from Euroclear, Clearstream or the
      Depository, as the case may be, directing the Trustee, as Transfer Agent and
      Registrar, to cause such Regulation S Book-Entry Certificate to be
      increased by an amount equal to the beneficial

     


    
      
        
        

      

      
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    interest
      in such Restricted Book-Entry Certificate but not less than the minimum
      denomination applicable to the related Class of Series 2007-1 Certificates
      to be
      exchanged, and (B) a certificate substantially in the form of Exhibit G-2
      hereto given by the prospective transferee of such beneficial interest and
      stating, among other things, that such transferee acquiring such interest in
      a
      Regulation S Book-Entry Certificate is a non-U.S. Person located outside
      the United States and such transfer is being made pursuant to Rule 903 or 904
      under Regulation S of the Securities Act, then Euroclear, Clearstream or the
      Trustee, as Transfer Agent and Registrar, as the case may be, will instruct
      the
      Depository to reduce such Restricted Book-Entry Certificate by the aggregate
      principal amount of the interest in such Restricted Book-Entry Certificate
      to be
      transferred, increase the Regulation S Book-Entry Certificate specified in
      such
      instructions by an aggregate principal amount equal to such reduction in the
      principal amount of the Restricted Book-Entry Certificate and make the
      corresponding adjustments to the applicable participants’ accounts.

     

    (iv)  Other
      Exchanges.  In the event that a Class A Certificate, a Class M
      Certificate or a Class B Certificate initially represented by a Book-Entry
      Certificate is exchanged for one or more Definitive Certificates pursuant to
      Section 6.12 of the Agreement, the related Class A Certificateholder, Class
      M
      Certificateholder or Class B Certificateholder, as the case may be, shall be
      required to deliver a representation letter with respect to the matters
      described in subsections 16(c) and (d) of this Supplement.  Such
      Definitive Certificates may be exchanged for one another only upon delivery
      of a
      representation letter with respect to the matters described in subsections
      16(c)
      and (d) of this Supplement and in accordance with such procedures as are
      substantially consistent with the provisions above (including certification
      requirements intended to insure that such transfers comply with Rule 144A or
      are
      to non-U.S. Persons, or otherwise comply with Regulation S under the Securities
      Act, as the case may be) and as may be from time to time adopted by the Trust
      and the Trustee.

     

    (c)  Each
      beneficial owner of Restricted Book-Entry Certificates or Regulation S
      Book-Entry Certificates will be deemed to represent and agree as follows (terms
      used in this paragraph that are defined in Rule 144A or Regulation S under
      the
      Securities Act are used herein as defined therein):

     

    (i)  The
      owner
      either (A)(1) is a QIB, (2) is aware that the sale of the Class A
      Certificates, Class M Certificates or Class B Certificates, as applicable,
      to it (other than the initial sale by the Trust) is being made in reliance
      on
      the exemption from registration provided by Rule 144A under the Securities
      Act
      and (3) is acquiring the Class A Certificates, Class M Certificates or
      Class B Certificates, as applicable, for its own account or for one or more
      accounts, each of which is a QIB, and as to each of which the owner exercises
      sole investment discretion, and in a principal amount of not less than $100,000
      for the purchaser or for each such account, as the case may be, or (B) (1)
      is
      not a U.S. Person (as defined under Regulation S of the Securities Act) and
      (2)
      is purchasing the Class A Certificates, Class M Certificates or
      Class B Certificates, as applicable, pursuant to Rule 903 or 904 of
      Regulation S of the Securities Act.  The owner has such knowledge and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of its investment in the Class A Certificates, Class
      M

     


    
      
        
        

      

      
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    Certificates
      or Class B Certificates, as applicable, and the owner and any accounts for
      which it is acting are each able to bear the economic risk of the owner’s or its
      investment.  The owner understands that in the event that at any time
      the Trust or the Trustee determines that such purchaser was in breach, at the
      time given, of any of the representations or agreements set forth in this clause
      (i), upon direction from the Trust the Trustee shall consider the acquisition
      of
      the related Class A Certificates, Class M Certificates or Class B
      Certificates, as applicable, void and require that the related Class A
      Certificates, Class M Certificates or Class B Certificates, as applicable,
      be transferred to a Person designated by the Trust.

     

    (ii)  The
      owner
      understands that the Class A Certificates, Class M Certificates or
      Class B Certificates, as applicable, are being offered only in a
      transaction not involving any public offering in the United States within the
      meaning of the Securities Act, the Class A Certificates, Class M
      Certificates or Class B Certificates, as applicable, have not been and will
      not be registered under the Securities Act, and, if in the future the owner
      decides to offer, resell, pledge or otherwise transfer the Class A
      Certificates, Class M Certificates or Class B Certificates, as applicable,
      such Class A Certificates, Class M Certificates or Class B
      Certificates, as applicable, may be offered, resold, pledged or otherwise
      transferred in accordance with the Agreement and this Supplement and the
      applicable legend on such Series 2007-1 Certificates set forth in Exhibit A,
      M
      or B hereto, as applicable.  The owner acknowledges that no
      representation is made by the Trust, the Trustee, the Seller or the Initial
      Purchaser, as the case may be, as to the availability of any exemption under
      the
      Securities Act or any State securities laws for resale of the Series 2007-1
      Certificates.

     

    (iii)  The
      owner
      is not purchasing the Class A Certificates, Class M Certificates or
      Class B Certificates, as applicable, with a view to the resale,
      distribution or other disposition thereof in violation of the Securities
      Act.  The owner understands that an investment in the Series 2007-1
      Certificates involves certain risks, including the risk of loss of all or a
      substantial part of its investment under certain circumstances.  The
      owner has had access to such financial and other information concerning the
      Originator, the Seller, the Servicer, the Trust and the Series 2007-1
      Certificates as it deemed necessary or appropriate in order to make an informed
      investment decision with respect to its purchase of the Class A
      Certificates, Class M Certificates or Class B Certificates, as applicable,
      including an opportunity to ask questions of and request information from the
      Originator, the Seller and the Servicer.

     

    (iv)  In
      connection with the purchase of the Series 2007-1
      Certificates:  (A) none of the Trust, the Initial Purchaser or
      the Trustee is acting as a fiduciary or financial or investment adviser for
      the
      owner; (B) the owner is not relying (for purposes of making any investment
      decision or otherwise) upon any advice, counsel or representations (whether
      written or oral) of the Originator, the Seller, the Servicer, the Trust, the
      Initial Purchaser or the Trustee or any of their Affiliates other than, in
      the
      case of the Trust, in a current offering memorandum for such Series 2007-1
      Certificates and any representations expressly set forth in a written agreement
      with such party; (C) none of the Originator, the Seller, the Trust, the
      Initial Purchaser or the Trustee or any of their Affiliates has given to the
      owner (directly or indirectly through any other Person) any

     


    
      
        
        

      

      
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    assurance,
      guarantee, or representation whatsoever as to the expected or projected success,
      profitability, return, performance, result, effect, consequence, or benefit
      (including legal, regulatory, tax, financial, accounting, or otherwise) of
      its
      purchase, (D) the owner has consulted with its own legal, regulatory, tax,
      business, investment, financial, and accounting advisers to the extent it has
      deemed necessary, and it has made its own investment decisions (including
      decisions regarding the suitability of any transaction pursuant to the Agreement
      or this Supplement) based upon its own judgment and upon any advice from such
      advisers as it has deemed necessary and not upon any view expressed by the
      Originator, the Seller, the Trust, the Initial Purchaser or the Trustee or
      any
      of their Affiliates; and (E) the owner is purchasing the Class A
      Certificates, Class M Certificates or Class B Certificates, as applicable,
      with a full understanding of all of the terms, conditions and risks thereof
      (economic and otherwise), and is capable of assuming and willing to assume
      (financially and otherwise) these risks.

     

    (v)  Neither
      the owner nor such account was formed for the purpose of acquiring any Series
      2007-1 Certificates (unless the Trust, in its sole discretion and with the
      advice of counsel in respect of U.S. securities laws, expressly otherwise
      permits).  The owner and each such account agrees that it shall not
      hold such Series 2007-1 Certificates for the benefit of any other Person and
      shall be the sole beneficial owner thereof for all purposes and that it shall
      not sell participation interests in the Series 2007-1 Certificates or enter
      into
      any other arrangement pursuant to which any other Person shall be entitled
      to a
      beneficial interest in the distributions on the Series 2007-1
      Certificates.  The owner understands and agrees that any purported
      transfer of the Series 2007-1 Certificates to an owner that does not comply
      with
      the requirements of this clause (v) shall be null and void ab
      initio.  The owner understands that in the event that at any time
      the Trustee has determined, or the Trust notifies the Trustee that the Trust
      has
      determined, that such purchaser was in breach, at the time given, of any of
      the
      representations or agreements set forth in clause (i) above, then the Trustee
      shall consider the acquisition of the related Series 2007-1 Certificates void
      and require that the related Series 2007-1 Certificates be transferred to a
      Person designated by the Trust.

     

    (vi)  The
      owner
      understands that the Class A Certificates, Class M Certificates and Class B
      Certificates will bear the applicable legend set forth in Exhibit A, M or B
      hereto.

     

    (vii)  Either
      (A) the owner is not acquiring such Series 2007-1 Certificate (or any interest
      therein) with the assets of an “employee benefit plan” as defined in Section
      3(3) of 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 plan assets
      of
      any of the foregoing (each, a “Benefit Plan Investor”) or (B) it is an
      insurance company purchasing such Series 2007-1 Certificate (or interest
      therein) with the assets of its general account and, at the time of acquisition
      and throughout the period of holding, (x) it satisfies all of the conditions
      of
      Prohibited Transaction Class Exemption 95-60; (y) less than 25% of the assets
      of
      the general account are or represent assets of Benefit Plan Investors; and
      (z)
      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

     


    
      
        
        

      

      
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    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
      the
      owner is a non-U.S. or governmental plan, its acquisition, holding and
      disposition of such Series 2007-1 Certificate (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.

     

    (viii)  If
      such
      owner is acquiring the Class A Certificates, the Class M Certificates or the
      Class B Certificates in an “offshore transaction” (as defined in Regulation S),
      it acknowledges that such Series 2007-1 Certificates will initially be
      represented by the Regulation S Temporary Book-Entry Certificates and that
      transfers thereof or any interest or participation therein are restricted as
      described herein.  It understands that the Temporary Regulation S
      Book-Entry Certificate will bear a legend to the following effect unless the
      Seller determines otherwise, consistent with applicable law:

     

    “THIS
      GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION
      S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”).  NEITHER THIS TEMPORARY GLOBAL CERTIFICATE NOR ANY INTEREST
      HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE SERIES
      2007-1 SUPPLEMENT.  NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL
      CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON
      UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS
      OF
      THE SERIES 2007-1 SUPPLEMENT.”

     

    (ix)  If
      such
      owner is acquiring the Class A Certificates, the Class M Certificates or the
      Class B Certificates in an “offshore transaction” (as defined in Regulation S),
      the owner is aware that the sale of such Series 2007-1 Certificates to it is
      being made in reliance on the exemption from registration provided by Regulation
      S and understands that the Series 2007-1 Certificates offered in reliance on
      Regulation S under the Securities Act will be represented by one or more
      Regulation S Book-Entry Certificates and will bear the appropriate legends
      set
      forth in Exhibits A, B and C as applicable.  The Series 2007-1
      Certificates so represented may not at any time be held by or on behalf of
      U.S.
      Persons as defined in Regulation S.  Each of the owner and the related
      Holder is not, and will not be, a U.S. Person as defined in
      Regulation S.  Before any interest in a Regulation S
      Book-Entry Certificate may be offered, resold, pledged or otherwise transferred
      to a Person who takes delivery in the form of a Restricted Book-Entry
      Certificate, the transferor and the prospective transferee will be required
      to
      provide the Trustee with a written certification substantially in the form
      of
      Exhibit G-1 hereto as to compliance with the transfer restrictions.

     


    
      
        
        

      

      
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    (d)  The
      transfers of the Class C Certificates and the Class D Certificates are subject
      to additional restrictions set forth in the Class C Purchase Agreement and
      the
      applicable Class D Purchase Agreement, respectively.  Each of the
      Class C Certificates and the Class D Certificates are Subject Instruments
      subject to the transfer restrictions set forth in Section 6.3(e) of the
      Agreement.  Notwithstanding Section 6.3 of the Agreement, Seller shall
      not execute, and the Transfer Agent and Registrar shall not register the
      transfer of, (i) any Class C Certificate, if after giving effect to the
      execution or transfer of such Class C Certificate, there would be more than
      10
      Private Holders of Class C Certificates or (ii) any Class D Certificate, if
      after giving effect to the execution or transfer of such Class D Certificate,
      there would be more than 5 Private Holders of Class D
      Certificates.  For purposes of this Supplement and the Agreement, each
      Holder of a Class C Certificate or a Class D Certificate shall be a “Private
      Holder.”

     

    (e)  If
      any
      Person owns either the Class D-1 Certificates or the Class D-2 Certificates,
      such Person may, upon written request to the Trustee and Transfer Agent and
      Registrar, exchange all or any portion of the Class D Certificates in one
      subclass owned by it for a principal amount of Class D Certificates in the
      other
      subclass equal to the principal amount of Class D Certificates surrendered
      to
      the Transfer Agent and Registrar for exchange.  Upon any such
      exchange, the portion of the Class D Investor Interest attributable to one
      subclass shall be proportionately reduced based on the proportion that the
      outstanding principal amount of the Class D Certificates so exchanged bears
      to
      the outstanding principal amount of the Class D Certificates of such subclass
      before giving effect to the exchange, and the portion of the Class D Investor
      Interest attributable to the other subclass shall be increased by a
      corresponding amount.

     

    The
      Trustee shall authenticate and deliver to each Person requesting such an
      exchange such new Class D-1 Certificates and Class D-2 Certificates as such
      Person shall be entitled to receive pursuant to this Section 16(e).

     

    (f)  Any
      purported transfer of a Series 2007-1 Certificate of the Trust not in accordance
      with the Agreement and Section 16 of this Supplement and, in the case of the
      Class C Certificates and Class D Certificates, in accordance with the Class
      C
      Purchase Agreement and the applicable Class D Purchase Agreement, respectively
      shall be null and void and shall not be given effect for any purpose
      hereunder.

     

    (g)  Notwithstanding
      anything contained in this Supplement to the contrary, neither the Trustee
      nor
      the Transfer Agent and Registrar shall be responsible or liable for compliance
      with applicable federal or state securities laws (including, without limitation,
      the Securities Act or Rule 144A or Regulation S promulgated thereunder), ERISA
      or the Code (or any applicable regulations thereunder); provided that if a
      specified transfer certificate or opinion of counsel is required by the express
      terms of the Agreement and Section 16 of this Supplement or, in the case of
      the Class C Certificates and Class D Certificates, the terms of the Class C
      Purchase Agreement and applicable Class D Purchase Agreement, respectively,
      to
      be delivered to the Trustee or Transfer Agent and Registrar prior to
      registration of transfer of a Series 2007-1 Certificate, the Trustee and/or
      Transfer Agent and Registrar, as applicable, shall be under a duty to receive
      such certificate or opinion of counsel and to examine the same to determine
      whether it conforms on its face to the requirements hereof and, in the case
      of
      the Class C Certificates and Class D Certificates, the requirements of the
      Class
      C Purchase Agreement and Class D Purchase Agreements, respectively, and the
      Trustee or Transfer Agent and Registrar, as the case may be,

     


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    shall
      promptly notify the party delivering the same if it determines that such
      certificate or opinion does not so conform.

     

    (h)  If
      the
      Trustee determines or is notified by the Trust, the Seller or the Servicer
      that
      (i) a transfer or attempted or purported transfer of any interest in any
      Series 2007-1 Certificate was not consummated in compliance with the provisions
      of Section 16 of this Supplement on the basis of an incorrect form or
      certification from the transferee or purported transferee, (ii) a
      transferee failed to deliver to the Trustee any form or certificate required
      to
      be delivered hereunder, (iii) the holder of any interest in a Series 2007-1
      Certificate is in breach of any representation or agreement set forth in any
      certificate or any deemed representation or agreement of such holder or (iv)
      such transfer would have the effect of causing the assets of the Trust to be
      deemed to be “plan assets” for purposes of ERISA, the Trustee will not register
      such attempted or purported transfer and if a transfer has been registered,
      such
      transfer shall be absolutely null and void ab initio and shall vest no rights
      in
      the purported transferee (such purported transferee, a “Disqualified
      Transferee”) and the last preceding holder of such interest in such Series
      2007-1 Certificate that was not a Disqualified Transferee shall be restored
      to
      all rights as a holder thereof retroactively to the date of transfer of such
      Series 2007-1 Certificate by such holder.  The purported transferor of
      such Series 2007-1 Certificates or beneficial interest therein shall be required
      to cause the purported transferee to surrender the Series 2007-1 Certificates
      or
      any beneficial interest therein in return for a refund of the consideration
      paid
      therefor by such transferee (together with interest thereon) or to cause the
      purported transferee to dispose of such Series 2007-1 Certificates or beneficial
      interest promptly in one or more open market sales to one or more Persons each
      of whom satisfies the requirements of the Agreement and this Supplement and
      the
      legends on the Series 2007-1 Certificates, and such purported transferor shall
      take, and shall cause such transferee to take, all further action necessary
      or
      desirable, in the judgment of the Trustee, to ensure that such Series 2007-1
      Certificates or any beneficial interest therein are held by Persons in
      compliance therewith.

     

    In
      addition, the Trust may require that the interest in the Series 2007-1
      Certificate referred to in (i), (ii) or (iii) in the preceding paragraph be
      transferred to any Person designated by the Trust at a price determined by
      the
      Trust, based upon its estimation of the prevailing price of such interest and
      each Holder, by acceptance of an interest in a Series 2007-1 Certificate,
      authorizes the Trust to take such action.  In any case, neither the
      Trust nor the Trustee will be held responsible, other than the Trustee, to
      the
      extent of its obligations under Section 16(g) (but subject to
      Article XI), for any losses that may be incurred as a
      result of any required transfer under this
      Section 16(h).

     

    (i)  To
      the
      extent applicable to the Trust, the Trust shall comply with the Uniting and
      Strengthening America by Providing Appropriate Tools Required to Intercept
      and
      Obstruct Terrorism Act of 2001, Pub. L. No. 107-56 (2001) (the “Patriot
      Act”).  To the extent applicable to the Trust, the Trust shall
      impose additional transfer restrictions to comply with the Patriot Act and
      each
      Holder agrees to comply with such transfer restrictions.  The Trust
      shall notify the Trustee and the Transfer Agent and Registrar of the imposition
      of any such transfer restrictions, and the Trustee shall give notice to all
      Holders of such transfer restrictions.  In order to comply with U.S.
      laws and regulations, including the Patriot Act, the Trust may request from
      an
      owner or a prospective owner such information as it reasonably believes is
      necessary to verify the identity of such owner or prospective owner, and to
      determine whether such owner or

     


    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    


    prospective
      owner is permitted to be an owner of the Series 2007-1 Certificates pursuant
      to
      such laws and regulations.  In the event of the delay or failure by
      any owner or prospective owner of the Series 2007-1 Certificates to deliver
      to
      the Trust any such requested information, the Trust (or the Initial Purchaser,
      the Servicer or the Trustee on its behalf) may (i) require such owner to
      immediately transfer any Series 2007-1 Certificate, or beneficial interest
      therein, held by such owner to an owner meeting the requirements of this
      Supplement and the Agreement, (ii) refuse to accept the subscription of a
      prospective owner, or (iii) take any other action required to comply with such
      laws and regulations.  In addition, following the delivery of any such
      information, the Trust (or the Initial Purchaser, the Servicer or the Trustee
      on
      its behalf) may take any of the actions identified in clauses (i)-(iii)
      above.  In certain circumstances, the Trust, the Trustee, the Servicer
      or the Initial Purchaser may be required to provide information about owners
      to
      regulatory authorities and to take any further action as may be required by
      law.  None of the Trust, the Trustee, the Servicer or the Initial
      Purchaser will be liable for any loss or injury to an owner or prospective
      owner
      that may occur as a result of disclosing such information, refusing to accept
      the subscription of any potential owner, redeeming any investment in a
      certificate or taking any other action required by law.

     

    SECTION
      17.  Certain
      Amendments.  In addition to any other provisions relating to
      amendments in either the Agreement or this Supplement:

     

    (i)  This
      Supplement may be amended by written agreement of the Seller, subject to
      satisfaction of the Rating Agency Condition but without the consent of the
      Servicer, Trustee or any Series 2007-1 Certificateholder, if such amendment
      is
      to the Series 2007-1 Supplement and is made to conform the terms of this
      Supplement to the terms described in any offering memorandum relating to the
      initial offer and sale of the Class A Certificates, Class M Certificates and
      Class B Certificates; provided, however, that no such amendment shall be deemed
      effective without the Trustee’s consent, if the Trustee’s rights, duties and
      obligations hereunder are thereby modified; and

     

    (ii)  None
      of
      Sections 4.9(a), 4.9(b), 4.9(c) and 4.11(t) of this Supplement may be amended
      in
      a manner that adversely affects the payment priority of the Hedge Counterparty,
      relative to the payment priority of the Certificateholders described in such
      Section, without the prior written consent of the Hedge
      Counterparty.

     

    1)  The
      Servicer shall provide notice to the Rating Agencies of the waiver of any Early
      Amortization Event with respect to Series 2007-1.

     

    SECTION
      18.  Commercial
      Law Representations and Warranties of the Seller.  The Seller
      hereby makes the following representations and warranties.  Such
      representations and warranties shall survive until the termination of the Series
      2007-1 Supplement.  Such representations and warranties speak as of
      the date that the Collateral (as defined below) is transferred to the Trustee
      but shall not be waived by any of the parties to this Supplement unless each
      Rating Agency shall have notified the Seller, the Servicer and the Trustee
      in
      writing that such waiver will not result in a reduction or withdrawal of the
      rating of any outstanding Series or Class to which it is a Rating
      Agency.

     


    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    


    (a)  The
      Agreement creates a valid and continuing security interest (as defined in the
      applicable UCC) in favor of the Trustee in the Receivables described in Section
      2.1 of the Agreement (the “Collateral”), which security interest is prior
      to all other liens, and is enforceable as such against creditors of and
      purchasers from the Seller.

     

    (b)  The
      Collateral constitutes an “account” or a “general intangible” within the meaning
      of the applicable UCC.

     

    (c)  At
      the
      time of its transfer of the Collateral pursuant to the Agreement, the Seller
      owned and had good and marketable title to the Collateral free and clear of
      any
      lien, claim or encumbrance of any Person.

     

    (d)  The
      Seller has caused or will have caused, within ten (10) days of the initial
      execution of this Supplement, the filing of all appropriate financing statements
      in the proper filing office in the appropriate jurisdictions under applicable
      law in order to perfect the security interest in the Collateral granted to
      the
      Trustee pursuant to the Agreement.

     

    (e)  Other
      than the security interest granted to the Trustee pursuant to the Agreement,
      the
      Seller has not pledged, assigned, sold, granted a security interest in, or
      otherwise conveyed the Collateral.  The Seller has not authorized the
      filing of and is not aware of any financing statements against the Seller that
      include a description of the Collateral other than any financing statement
      relating to the security interest granted to the Trustee pursuant to the
      Agreement or that has been terminated.  The Seller is not aware of any
      judgment or tax lien filings against the Seller.

     

    SECTION
      19.  Governing
      Law.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW
      PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    SECTION
      20.  Third
      Party Beneficiary.  The Hedge Counterparty is an intended
      beneficiary of this Supplement; provided that any action to be taken to
      enforce the terms of Supplement against the Seller or the Servicer shall be
      taken by the Trustee for the benefit of the holders of the Series 2007-1
      Certificates and the Hedge Counterparty as their interests appear.

     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    




    IN
      WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this
      Series 2007-1 Supplement to be duly executed by their respective officers as
      of
      the day and year first above written.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.,

            
	
                 Seller

            
	 
	 
	
              By:______________________________________

            
	
              Name:

            
	
              Title:

            
	 
	 
	
              SPIRIT
                OF AMERICA, INC.

                 Servicer

            
	 
	 
	
              By:
                ______________________________________

            
	
              Name:

            
	
              Title:

            
	 
	 
	
              U.S.
                BANK NATIONAL ASSOCIATION,

                 Trustee

            
	 
	 
	
              By:
                ______________________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        S-1

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A-1

    


    [REGULATION
      S TEMPORARY BOOK-ENTRY CERTIFICATE]1

     

    [RESTRICTED
      BOOK-ENTRY CERTIFICATE]2

     

    FORM
      OF CLASS A-1 CERTIFICATE

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
      THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
      BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000,
      FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
      SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON
      U.S.
      PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
      APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT
      OF
      NOT LESS THAN $100,000, SUBJECT TO THE  SATISFACTION OF CERTAIN
      CONDITIONS SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND
      (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF A
      BENEFICIAL INTEREST IN THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH
      PURCHASER OF A DEFINITIVE CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND
      AGREEMENTS SET FORTH IN SECTION 16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER
      IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
      AB
      INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
      NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE TRUSTEE
      OR
      ANY INTERMEDIARY.  IF AT ANY TIME THE TRUST DETERMINES OR IS NOTIFIED
      THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH CERTIFICATE OR DEFINITIVE
      CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
      REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES 2007-1 SUPPLEMENT, THE
      TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN
      SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN
      BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST.

     

     

    
      

        
        1           Insert
          for Regulation S Certificates only.

      

        
        2           Insert
          for Restricted Book-Entry Certificates only.

         

      

    

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

    BY
      ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN) EACH PURCHASER AND
      TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (I)
      IT
      IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF (A)
      AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF
      ERISA, (B) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (C) AN ENTITY DEEMED TO HOLD
      THE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A “BENEFIT PLAN INVESTOR”) OR
      (II) IT IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE (OR INTEREST HEREIN)
      WITH THE ASSETS OF ITS GENERAL ACCOUNT AND, AT THE TIME OF ACQUISITION AND
      THROUGHOUT THE PERIOD OF HOLDING, (A) IT SATISFIES ALL OF THE CONDITIONS OF
      PROHIBITED TRANSACTION CLASS EXEMPTION 95-60; (B) LESS THAN 25% OF THE ASSETS
      OF
      THE GENERAL ACCOUNT ARE OR REPRESENT ASSETS OF BENEFIT PLAN INVESTORS; AND
      (C)
      IT IS NOT (1) THE ISSUER, (2) A PERSON WHO HAS DISCRETIONARY AUTHORITY OR
      CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE
      FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT 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.

     

    [THIS
      GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION
      S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL CERTIFICATE NOR ANY
      INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
      THE
      SERIES 2007-1 SUPPLEMENT.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
      GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
      HEREON UNLESS THE REQUIRED

     

    


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      



    CERTIFICATIONS
      HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE SERIES 2007-1
      SUPPLEMENT.]3

     

    [EACH
      PURCHASER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
      REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 16(C) OF THE SERIES 2007-1
      SUPPLEMENT.  ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A
      PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK
      ENTRY CERTIFICATE ONLY UPON RECEIPT BY THE CERTIFICATE REGISTRAR OF (A) A
      TRANSFER CERTIFICATE FROM THE TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED
      IN
      THE SERIES 2007-1 SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH
      THE APPLICABLE PROCEDURES UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE
      EUROCLEAR SYSTEM AND/OR CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S
      BOOK
      ENTRY CERTIFICATE).]4

     

    NEITHER
      THE OWNER NOR SUCH ACCOUNT WAS FORMED FOR THE PURPOSE OF ACQUIRING ANY
      CERTIFICATES (UNLESS THE TRUST, IN ITS SOLE DISCRETION AND WITH THE ADVICE
      OF
      COUNSEL IN RESPECT OF U.S. SECURITIES LAWS, EXPRESSLY OTHERWISE PERMITS). THE
      OWNER AND EACH SUCH ACCOUNT AGREES THAT IT SHALL NOT HOLD SUCH CERTIFICATES
      FOR
      THE BENEFIT OF ANY OTHER PERSON AND SHALL BE THE SOLE BENEFICIAL OWNER THEREOF
      FOR ALL PURPOSES AND THAT IT SHALL NOT SELL PARTICIPATION INTERESTS IN THE
      CERTIFICATES OR ENTER INTO ANY OTHER ARRANGEMENT PURSUANT TO WHICH ANY OTHER
      PERSON SHALL BE ENTITLED TO A BENEFICIAL INTEREST IN THE DISTRIBUTIONS ON THE
      CERTIFICATES. THE OWNER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER
      OF
      THE CERTIFICATES TO AN OWNER THAT DOES NOT COMPLY WITH THE REQUIREMENTS
      HEREOF  SHALL BE NULL AND VOID AB INITIO. THE OWNER
      UNDERSTANDS THAT IN THE EVENT THAT AT ANY TIME THE TRUSTEE HAS DETERMINED,
      OR
      THE TRUST NOTIFIES THE TRUSTEE THAT THE TRUST HAS DETERMINED, THAT SUCH PURCHASE
      WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS
      SET FORTH IN SECTION 16(C)(I) OF THE SERIES 2007-1 SUPPLEMENT, THEN THE TRUSTEE
      SHALL CONSIDER THE ACQUISITION OF THE RELATED CERTIFICATE VOID AND REQUIRE
      THAT
      THE RELATED CERTIFICATE BE TRANSFERRED TO A PERSON DESIGNATED BY THE
      TRUST.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation (“DTC”), to Charming Shoppes Receivables
      Corp. or its agent for registration of transfer, exchange or payment, and any
      certificate issued is registered in the name of Cede & Co. or in such other
      name as requested by an authorized representative of DTC (and any payment is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.

     

    

      

    

      
      3           Insert
        for Regulation S Certificates only.

    

      
      4           Insert
        for Restricted Book Entry Certificates only.

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    


    
      	
              No.
                __

            	 	
              Up
                to
                [$                    ]

              CUSIP
                No.

              [ISIN
                No. _]

            


    

    


    CHARMING
      SHOPPES MASTER TRUST

     

    ASSET
      BACKED CERTIFICATE, SERIES 2007-1, CLASS A-1

     

    


     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that CEDE & CO. (the “Class A-1
      Certificateholder”) is the registered owner of the Undivided Interest in a trust
      (the “Trust”), the corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under credit card accounts (the
“Accounts”) of Spirit of America National Bank, a national banking association
      organized under the laws of the United States, all monies due or to become
      due
      in payment of the Receivables (including all Finance Charge Receivables), the
      benefits of the subordination of the Class M Certificates, the Class B
      Certificates, the Class C Certificates and Class D Certificates and the
      other assets and interests constituting the Trust pursuant to a Second Amended
      and Restated Pooling and Servicing Agreement dated as of November 25, 1997,
      as
      amended on July 22, 1999, May 8, 2001, August 5, 2004, March 18, 2005 and
      October 17, 2007 as supplemented by, among others, the Series 2007-1 Supplement
      dated as of October 17, 2007 (as amended, the “Series 2007-1 Supplement”) (as
      further amended or otherwise modified from time to time, the “Pooling and
      Servicing Agreement”), by and among Charming Shoppes Receivables Corp., as
      Seller, Spirit of America, Inc., as Servicer, and U.S. Bank National Association
      (as successor to Wachovia Bank, National Association), as Trustee (the
“Trustee”).  The aggregate principal amount of all outstanding Class
      A-1 Certificates shall be as indicated in the books and records of the Trustee
      and shall not exceed
      [                  ]
      Dollars (U.S.
      $[                 ]).  To
      the extent not defined herein, capitalized terms used herein have the meanings
      assigned in the Pooling and Servicing Agreement.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates (of which this certificate
      is one) and the Class A-2 Certificates; (ii) the Class M Certificates, comprised
      of the Class M-1 Certificates and the Class M-2 Certificates, which are
      subordinated to the Class A Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement;
      (iii)  the Class B Certificates, comprised of the Class B-1
      Certificates and the Class B-2 Certificates, which are subordinated to the
      Class
      A Certificates and the Class M Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement; (iv) the Class
      C
      Certificates, which are subordinated to the Class A Certificates, the Class
      M
      Certificates and the Class B

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    Certificates
      in certain rights of payment as described herein and in the Pooling and
      Servicing Agreement; (v) the Class D Certificates, comprised of the Class D-1
      Certificates and Class D-2 Certificates, which are subordinated to the Class
      A
      Certificates, the Class M Certificates, the Class B Certificates and the
      Class C Certificates in certain rights of payment as described herein and
      in the Pooling and Servicing Agreement.

     

    The
      Seller has structured the Pooling and Servicing Agreement and the Class A-1
      Certificates with the intention that the Class A-1 Certificates will qualify
      under applicable tax law as indebtedness, and the Seller, the Holder of the
      Exchangeable Seller Certificate, the Servicer and each Class A-1
      Certificateholder (or Certificate Owner with respect to a Class A-1 Certificate
      (a “Class A-1 Certificate Owner”)) by acceptance of its Class A-1 Certificate
      (or in the case of a Class A-1 Certificate Owner, by virtue of such Class
      A-1 Certificate Owner’s acquisition of a beneficial interest therein), agrees to
      treat and to take no action inconsistent with the treatment of the Class A-1
      Certificates (or beneficial interest therein) for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income, as indebtedness.  Each Class A-1 Certificateholder
      agrees that it will cause any Class A-1 Certificate Owner acquiring an interest
      in a Class A-1 Certificate through it to comply with the Pooling and Servicing
      Agreement as to treatment as indebtedness for certain tax purposes.

     

    This
      Class A-1 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class A-1
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class A-1 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Class A-1 Certificate is
      one of a series of Certificates entitled Charming Shoppes Master Trust, Asset
      Backed Certificates, Series 2007-1 Class A-1 (the “Class A-1 Certificates”) each
      of which represents an Undivided Interest in the Trust, including the right
      to
      receive the Collections and other amounts at the times and in the amounts
      specified in the Pooling and Servicing Agreement to be deposited in the
      Collection Account or paid to the Class A-1 Certificateholders.  The
      aggregate interest represented by the Class A-1 Certificates at any time in
      the
      Principal Receivables in the Trust shall not exceed an amount equal to the
      portion of the Class A Investor Interest allocated to the Class A-1 certificates
      at such time.  In addition to the Series 2007-1 Certificates, an
      Exchangeable Seller Certificate will be reissued to the Seller pursuant to
      the
      Pooling and Servicing Agreement, which will represent an undivided interest
      in
      the Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may be
      exchanged by the Seller pursuant to the Pooling and Servicing Agreement
      for

     


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    a
      newly
      issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

    This
      Class A-1 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class A-1
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class A-1 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class A-1 Certificate shall be registered in the Certificate
      Register upon surrender of this Class A-1 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class A-1
      Certificateholder or such Class A-1 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class A-1 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, Class A-1 Certificates are exchangeable for
      new
      Class A-1 Certificates evidencing like aggregate Undivided Interests, as
      requested by the Class A-1 Certificateholder surrendering such Class A-1
      Certificates.  No service charge may be imposed for any such exchange
      but the Servicer or Transfer Agent and Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      A-1
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class A-1 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    




    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class A-1
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-1 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-2

    


    [REGULATION
      S TEMPORARY BOOK-ENTRY CERTIFICATE]1

     

    [RESTRICTED
      BOOK-ENTRY CERTIFICATE]2

     

    FORM
      OF CLASS A-2 CERTIFICATE

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
      THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
      BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000,
      FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
      SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON
      U.S.
      PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
      APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT
      OF
      NOT LESS THAN $100,000, SUBJECT TO THE  SATISFACTION OF CERTAIN
      CONDITIONS SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND
      (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF A
      BENEFICIAL INTEREST IN THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH
      PURCHASER OF A DEFINITIVE CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND
      AGREEMENTS SET FORTH IN SECTION 16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER
      IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
      AB
      INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
      NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE TRUSTEE
      OR
      ANY INTERMEDIARY.  IF AT ANY TIME THE TRUST DETERMINES OR IS NOTIFIED
      THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH CERTIFICATE OR DEFINITIVE
      CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
      REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES 2007-1 SUPPLEMENT, THE
      TRUSTEE MAY CONSIDER THE

     

    
      

        
        1           Insert
          for Regulation S Certificates only.

      

        
        2           Insert
          for Restricted Book-Entry Certificates only.

      

       

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    ACQUISITION
      OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT
      THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED
      BY THE TRUST.

     

    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.

     

    [THIS
      GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION
      S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL CERTIFICATE NOR ANY
      INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
      THE
      SERIES 2007-1 SUPPLEMENT.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
      GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
      

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    HEREON
      UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS
      OF
      THE SERIES 2007-1 SUPPLEMENT.]3

     

    [EACH
      PURCHASER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
      REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 16(C) OF THE SERIES 2007-1
      SUPPLEMENT.  ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A
      PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK
      ENTRY CERTIFICATE ONLY UPON RECEIPT BY THE CERTIFICATE REGISTRAR OF (A) A
      TRANSFER CERTIFICATE FROM THE TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED
      IN
      THE SERIES 2007-1 SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH
      THE APPLICABLE PROCEDURES UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE
      EUROCLEAR SYSTEM AND/OR CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S
      BOOK
      ENTRY CERTIFICATE).]4

     

    NEITHER
      THE OWNER NOR SUCH ACCOUNT WAS FORMED FOR THE PURPOSE OF ACQUIRING ANY
      CERTIFICATES (UNLESS THE TRUST, IN ITS SOLE DISCRETION AND WITH THE ADVICE
      OF
      COUNSEL IN RESPECT OF U.S. SECURITIES LAWS, EXPRESSLY OTHERWISE PERMITS). THE
      OWNER AND EACH SUCH ACCOUNT AGREES THAT IT SHALL NOT HOLD SUCH CERTIFICATES
      FOR
      THE BENEFIT OF ANY OTHER PERSON AND SHALL BE THE SOLE BENEFICIAL OWNER THEREOF
      FOR ALL PURPOSES AND THAT IT SHALL NOT SELL PARTICIPATION INTERESTS IN THE
      CERTIFICATES OR ENTER INTO ANY OTHER ARRANGEMENT PURSUANT TO WHICH ANY OTHER
      PERSON SHALL BE ENTITLED TO A BENEFICIAL INTEREST IN THE DISTRIBUTIONS ON THE
      CERTIFICATES. THE OWNER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER
      OF
      THE CERTIFICATES TO AN OWNER THAT DOES NOT COMPLY WITH THE REQUIREMENTS
      HEREOF  SHALL BE NULL AND VOID AB INITIO. THE OWNER
      UNDERSTANDS THAT IN THE EVENT THAT AT ANY TIME THE TRUSTEE HAS DETERMINED,
      OR
      THE TRUST NOTIFIES THE TRUSTEE THAT THE TRUST HAS DETERMINED, THAT SUCH PURCHASE
      WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS
      SET FORTH IN SECTION 16(C)(I) OF THE SERIES 2007-1 SUPPLEMENT, THEN THE TRUSTEE
      SHALL CONSIDER THE ACQUISITION OF THE RELATED CERTIFICATE VOID AND REQUIRE
      THAT
      THE RELATED CERTIFICATE BE TRANSFERRED TO A PERSON DESIGNATED BY THE
      TRUST.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation (“DTC”), to Charming Shoppes Receivables
      Corp. or its agent for registration of transfer, exchange or payment, and any
      certificate issued is registered in the name of Cede & Co. or in such other
      name as requested by an authorized representative of DTC (and any payment is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.

     

    

      

    

      
      3           Insert
        for Regulation S Certificates only.

    

      
      4           Insert
        for Restricted Book Entry Certificates only.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    
      	
              No.
                __

            	 	
              Up
                to
                [$                    ]

              CUSIP
                No.

              [ISIN
                No. _]

            


    

    


    CHARMING
      SHOPPES MASTER TRUST

     

    ASSET
      BACKED CERTIFICATE, SERIES 2007-1, CLASS A-2

     

    


     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that CEDE & CO. (the “Class A-2
      Certificateholder”) is the registered owner of the Undivided Interest in a trust
      (the “Trust”), the corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under credit card accounts (the
“Accounts”) of Spirit of America National Bank, a national banking association
      organized under the laws of the United States, all monies due or to become
      due
      in payment of the Receivables (including all Finance Charge Receivables), the
      benefits of the subordination of the Class M Certificates, the Class B
      Certificates, the Class C Certificates and Class D Certificates and the
      other assets and interests constituting the Trust pursuant to a Second Amended
      and Restated Pooling and Servicing Agreement dated as of November 25, 1997,
      as
      amended on July 22, 1999, May 8, 2001, August 5, 2004, March 18, 2005 and
      October 17, 2007 as supplemented by, among others, the Series 2007-1 Supplement
      dated as of October 17, 2007 (as amended, the “Series 2007-1 Supplement”) (as
      further amended or otherwise modified from time to time, the “Pooling and
      Servicing Agreement”), by and among Charming Shoppes Receivables Corp., as
      Seller, Spirit of America, Inc., as Servicer, and U.S. Bank National Association
      (as successor to Wachovia Bank, National Association), as Trustee (the
“Trustee”).  The aggregate principal amount of all outstanding Class
      A-2 Certificates shall be as indicated in the books and records of the Trustee
      and shall not exceed
      [                  ]
      Dollars (U.S.
      $[                 ]).  To
      the extent not defined herein, capitalized terms used herein have the meanings
      assigned in the Pooling and Servicing Agreement.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates and the Class A-2
      Certificates (of which this certificate is one); (ii) the Class M Certificates,
      comprised of the Class M-1 Certificates and the Class M-2 Certificates, which
      are subordinated to the Class A Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement;
      (iii)  the Class B Certificates, comprised of the Class B-1
      Certificates and the Class B-2 Certificates, which are subordinated to the
      Class
      A Certificates and the Class M Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement; (iv) the Class
      C
      Certificates, which are subordinated to the Class A Certificates, the Class
      M
      Certificates and the Class B Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement; (v) the Class
      D
      Certificates, comprised of the Class D-1 Certificates and Class D-2
      Certificates, which are subordinated to the Class A Certificates, the Class
      M
      Certificates, the Class B Certificates and the Class C Certificates in
      certain rights of payment as described herein and in the Pooling and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    The
      Seller has structured the Pooling and Servicing Agreement and the Class A-2
      Certificates with the intention that the Class A-2 Certificates will qualify
      under applicable tax law as indebtedness, and the Seller, the Holder of the
      Exchangeable Seller Certificate, the Servicer and each Class A-2
      Certificateholder (or Certificate Owner with respect to a Class A-2 Certificate
      (a “Class A-2 Certificate Owner”)) by acceptance of its Class A-2 Certificate
      (or in the case of a Class A-2 Certificate Owner, by virtue of such Class
      A-2 Certificate Owner’s acquisition of a beneficial interest therein), agrees to
      treat and to take no action inconsistent with the treatment of the Class A-2
      Certificates (or beneficial interest therein) for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income, as indebtedness.  Each Class A Certificateholder
      agrees that it will cause any Class A-2 Certificate Owner acquiring an interest
      in a Class A-2 Certificate through it to comply with the Pooling and Servicing
      Agreement as to treatment as indebtedness for certain tax purposes.

     

    This
      Class A-2 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class A-2
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class A-2 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Class A-2 Certificate is
      one of a series of Certificates entitled Charming Shoppes Master Trust, Asset
      Backed Certificates, Series 2007-1, Class A-2 (the “Class A-2 Certificates”)
      each of which represents an Undivided Interest in the Trust, including the
      right
      to receive the Collections and other amounts at the times and in the amounts
      specified in the Pooling and Servicing Agreement to be deposited in the
      Collection Account or paid to the Class A-2 Certificateholders.  The
      aggregate interest represented by the Class A-2 Certificates at any time in
      the
      Principal Receivables in the Trust shall not exceed an amount equal to the
      portion of the Class A Investor Interest allocated to the Class A-2 Certificates
      at such time.  In addition to the Series 2007-1 Certificates, an
      Exchangeable Seller Certificate will be reissued to the Seller pursuant to
      the
      Pooling and Servicing Agreement, which will represent an undivided interest
      in
      the Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may be
      exchanged by the Seller pursuant to the Pooling and Servicing Agreement for
      a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    This
      Class A-2 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class A-2
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class A-2 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class A-2 Certificate shall be registered in the Certificate
      Register upon surrender of this Class A-2 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class A-2
      Certificateholder or such Class A-2 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class A-2 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, Class A-2 Certificates are exchangeable for
      new
      Class A-2 Certificates evidencing like aggregate Undivided Interests, as
      requested by the Class A-2 Certificateholder surrendering such Class A-2
      Certificates.  No service charge may be imposed for any such exchange
      but the Servicer or Transfer Agent and Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      A-2
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class A-2 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    




    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class A-2
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-2 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M-1

    


    [REGULATION
      S TEMPORARY BOOK-ENTRY CERTIFICATE]1

     

    [RESTRICTED
      BOOK-ENTRY CERTIFICATE]2

     

    FORM
      OF CLASS M-1 CERTIFICATE

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
      THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
      BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000,
      FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
      SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON
      U.S.
      PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
      APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT
      OF
      NOT LESS THAN $100,000, SUBJECT TO THE  SATISFACTION OF CERTAIN
      CONDITIONS SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND
      (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF A
      BENEFICIAL INTEREST IN THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH
      PURCHASER OF A DEFINITIVE CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND
      AGREEMENTS SET FORTH IN SECTION 16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER
      IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
      AB
      INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
      NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE TRUSTEE
      OR
      ANY INTERMEDIARY.  IF AT ANY TIME THE TRUST DETERMINES OR IS NOTIFIED
      THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH CERTIFICATE OR DEFINITIVE
      CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
      REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES 2007-1 SUPPLEMENT, THE
      TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN
      SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN
      BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST.

     

    
      

        
        1           Insert
          for Regulation S Certificates only.

      

        
        2           Insert
          for Restricted Book-Entry Certificates only.

      

       

    

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    BY
      ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN) EACH PURCHASER AND
      TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (I)
      IT
      IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF (A)
      AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF
      ERISA, (B) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (C) AN ENTITY DEEMED TO HOLD
      THE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A “BENEFIT PLAN INVESTOR”) OR
      (II) IT IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE (OR INTEREST HEREIN)
      WITH THE ASSETS OF ITS GENERAL ACCOUNT AND, AT THE TIME OF ACQUISITION AND
      THROUGHOUT THE PERIOD OF HOLDING, (A) IT SATISFIES ALL OF THE CONDITIONS OF
      PROHIBITED TRANSACTION CLASS EXEMPTION 95-60; (B) LESS THAN 25% OF THE ASSETS
      OF
      THE GENERAL ACCOUNT ARE OR REPRESENT ASSETS OF BENEFIT PLAN INVESTORS; AND
      (C)
      IT IS NOT (1) THE ISSUER, (2) A PERSON WHO HAS DISCRETIONARY AUTHORITY OR
      CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE
      FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR (3) ANY AFFILIATE
      OF SUCH PERSON, AND WOULD NOT OTHERWISE BE DISREGARDED UNDER 29 C.F.R. SECTION
      2510.3-101(F)(1).

     

    BY
      ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN), EACH PURCHASER AND
      TRANSFEREE THAT IS A NON-U.S. OR GOVERNMENTAL PLAN WILL BE DEEMED TO REPRESENT,
      WARRANT AND COVENANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS
      CERTIFICATE (OR INTEREST HEREIN) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
      TRANSACTION UNDER, OR A VIOLATION OF, ANY APPLICABLE LAW THAT IS SUBSTANTIALLY
      SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS
      OF
      ERISA OR SECTION 4975 OF THE CODE.

     

    [THIS
      GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION
      S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL CERTIFICATE NOR ANY
      INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
      THE
      SERIES 2007-1 SUPPLEMENT.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
      GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
      HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
      TERMS OF THE SERIES 2007-1 SUPPLEMENT.]3

     

    [EACH
      PURCHASER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
      REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 16(C) OF THE SERIES 2007-1
      SUPPLEMENT.  ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A
      PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK
      ENTRY CERTIFICATE ONLY UPON RECEIPT BY THE CERTIFICATE REGISTRAR OF (A) A
      TRANSFER CERTIFICATE FROM THE TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED
      IN
      THE SERIES 2007-1 SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH
      THE APPLICABLE PROCEDURES UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE
      EUROCLEAR SYSTEM AND/OR CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S
      BOOK
      ENTRY CERTIFICATE).]4

     

    
      

        
        3           Insert
          for Regulation S Certificates only.

      

        
        4           Insert
          for Restricted Book Entry Certificates only.

      



    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    

     

    NEITHER
      THE OWNER NOR SUCH ACCOUNT WAS FORMED FOR THE PURPOSE OF ACQUIRING ANY
      CERTIFICATES (UNLESS THE TRUST, IN ITS SOLE DISCRETION AND WITH THE ADVICE
      OF
      COUNSEL IN RESPECT OF U.S. SECURITIES LAWS, EXPRESSLY OTHERWISE PERMITS). THE
      OWNER AND EACH SUCH ACCOUNT AGREES THAT IT SHALL NOT HOLD SUCH CERTIFICATES
      FOR
      THE BENEFIT OF ANY OTHER PERSON AND SHALL BE THE SOLE BENEFICIAL OWNER THEREOF
      FOR ALL PURPOSES AND THAT IT SHALL NOT SELL PARTICIPATION INTERESTS IN THE
      CERTIFICATES OR ENTER INTO ANY OTHER ARRANGEMENT PURSUANT TO WHICH ANY OTHER
      PERSON SHALL BE ENTITLED TO A BENEFICIAL INTEREST IN THE DISTRIBUTIONS ON THE
      CERTIFICATES. THE OWNER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER
      OF
      THE CERTIFICATES TO AN OWNER THAT DOES NOT COMPLY WITH THE REQUIREMENTS
      HEREOF  SHALL BE NULL AND VOID AB INITIO. THE OWNER
      UNDERSTANDS THAT IN THE EVENT THAT AT ANY TIME THE TRUSTEE HAS DETERMINED,
      OR
      THE TRUST NOTIFIES THE TRUSTEE THAT THE TRUST HAS DETERMINED, THAT SUCH PURCHASE
      WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS
      SET FORTH HEREIN IN SECTION 16(C)(I) OF THE SERIES 2007-1 SUPPLEMENT, THEN
      THE
      TRUSTEE SHALL CONSIDER THE ACQUISITION OF THE RELATED CERTIFICATE VOID AND
      REQUIRE THAT THE RELATED CERTIFICATE BE TRANSFERRED TO A PERSON DESIGNATED
      BY
      THE TRUST.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation (“DTC”), to Charming Shoppes Receivables
      Corp. or its agent for registration of transfer, exchange or payment, and any
      certificate issued is registered in the name of Cede & Co. or in such other
      name as requested by an authorized representative of DTC (and any payment is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.

     

    


      
        
          
          

        

        
          M-3

          
            

          

        

        
          
          

        

      



    


    
      	
              No.
                __

            	 	
              Up
                to
                [$                    ]

              CUSIP
                No.

              [ISIN
                No. _]

               

            


    

    


    CHARMING
      SHOPPES MASTER TRUST

     

     ASSET
      BACKED CERTIFICATE, SERIES 2007-1, CLASS M-1

     

    


     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that CEDE & CO. (the “Class M-1
      Certificateholder”) is the registered owner of the Undivided Interest in a trust
      (the “Trust”), the corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under credit card accounts (the
“Accounts”) of Spirit of America National Bank, a national banking association
      organized under the laws of the United States, all monies due or to become
      due
      in payment of the Receivables (including all Finance Charge Receivables), the
      benefits of the subordination of the Class B Certificates, the Class C
      Certificates and Class D Certificates and the other assets and interests
      constituting the Trust pursuant to a Second Amended and Restated Pooling and
      Servicing Agreement dated as of November 25, 1997, as amended on July 22, 1999,
      May 8, 2001, August 5, 2004, March 18, 2005 and October 17, 2007 as supplemented
      by, among others, the Series 2007-1 Supplement dated as of October 17, 2007
      (as
      amended, the “Series 2007-1 Supplement”) (as further amended or otherwise
      modified from time to time, the “Pooling and Servicing Agreement”), by and among
      Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as
      Servicer, and U.S. Bank National Association (as successor to Wachovia Bank,
      National Association), as Trustee (the “Trustee”).  The aggregate
      principal amount of all outstanding Class M-1 Certificates shall be as indicated
      in the books and records of the Trustee and shall not exceed
      [                    ]
      Dollars (U.S.
      $[                  ]).  To
      the extent not defined herein, capitalized terms used herein have the meanings
      assigned in the Pooling and Servicing Agreement.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates comprised of the Class A-1 Certificates and the Class A-2
      Certificates; (ii) the Class M Certificates, comprised of the Class M-1
      Certificates (of which this certificate is one) and the Class M-2 Certificates,
      which are subordinated to the Class A Certificates in certain rights of payment
      as described herein and in the Pooling and Servicing Agreement;
      (iii)  the Class B Certificates, comprised of the Class B-1
      Certificates and the Class B-2 Certificates, which are subordinated to the
      Class
      A Certificates and the Class M Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement; (iv) the Class
      C
      Certificates, which are subordinated to the Class A Certificates, the Class
      M
      Certificates and the Class B Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement; (v) the Class
      D
      Certificates, comprised of the Class D-1 Certificates and Class D-2
      Certificates, which are subordinated to the Class A Certificates, the Class
      M
      Certificates, the Class B Certificates and the Class C Certificates in
      certain rights of payment as described herein and in the Pooling and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        M-4

        
          

        

      

      
        
        

      

    

     

    The
      Seller has structured the Pooling and Servicing Agreement and the Class M-1
      Certificates with the intention that the Class M-1 Certificates will qualify
      under applicable tax law as indebtedness, and the Seller, the Holder of the
      Exchangeable Seller Certificate, the Servicer and each Class M-1
      Certificateholder (or Certificate Owner with respect to a Class M-1 Certificate
      (a “Class M-1 Certificate Owner”)) by acceptance of its Class M-1 Certificate
      (or in the case of a Class M-1 Certificate Owner, by virtue of such Class
      M-1 Certificate Owner’s acquisition of a beneficial interest therein), agrees to
      treat and to take no action inconsistent with the treatment of the Class M-1
      Certificates (or beneficial interest therein) for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income, as indebtedness.  Each Class M-1 Certificateholder
      agrees that it will cause any Class M-1 Certificate Owner acquiring an interest
      in a Class M-1 Certificate through it to comply with the Pooling and Servicing
      Agreement as to treatment as indebtedness for certain tax purposes.

     

    This
      Class M-1 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class M-1
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class M-1 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Class M-1 Certificate is
      one of a series of Certificates entitled Charming Shoppes Master Trust, Asset
      Backed Certificates, Series 2007-1, Class M-1 (the “Class M-1 Certificates”),
      each of which represents an Undivided Interest in the Trust, including the
      right
      to receive the Collections and other amounts at the times and in the amounts
      specified in the Pooling and Servicing Agreement to be deposited in the
      Collection Account or paid to the Class M-1 Certificateholders.  The
      aggregate interest represented by the Class M-1 Certificates at any time in
      the
      Principal Receivables in the Trust shall not exceed an amount equal to the
      portion of the Class M Investor Interest allocated to the Class M-1 Certificates
      at such time.  In addition to the Series 2007-1 Certificates, an
      Exchangeable Seller Certificate will be reissued to the Seller pursuant to
      the
      Pooling and Servicing Agreement, which will represent an undivided interest
      in
      the Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may
      be exchanged by the Seller pursuant to the Pooling and Servicing Agreement
      for a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        M-5

        
          

        

      

      
        
        

      

    

     

    This
      Class M-1 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class M-1
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class M-1 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class M-1 Certificate shall be registered in the Certificate
      Register upon surrender of this Class M-1 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class M-1
      Certificateholder or such Class M-1 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class M-1 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, Class M-1 Certificates are exchangeable for
      new
      Class M-1 Certificates evidencing like aggregate Undivided Interests, as
      requested by the Class M-1 Certificateholder surrendering such Class M-1
      Certificates.  No service charge may be imposed for any such exchange
      but the Servicer or Transfer Agent and Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      M-1
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class M-1 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     


    
      
        
        

      

      
        M-6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class M-1
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M-1 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    



    
      
        
        

      

      
        M-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M-2

    


    [REGULATION
      S TEMPORARY BOOK-ENTRY CERTIFICATE]5

     

    [RESTRICTED
      BOOK-ENTRY CERTIFICATE]6

     

    FORM
      OF CLASS M-2 CERTIFICATE

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
      THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
      BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000,
      FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
      SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON
      U.S.
      PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
      APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT
      OF
      NOT LESS THAN $100,000, SUBJECT TO THE  SATISFACTION OF CERTAIN
      CONDITIONS SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND
      (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF A
      BENEFICIAL INTEREST IN THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH
      PURCHASER OF A DEFINITIVE CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND
      AGREEMENTS SET FORTH IN SECTION 16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER
      IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
      AB
      INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
      NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE TRUSTEE
      OR
      ANY INTERMEDIARY.  IF AT ANY TIME THE TRUST DETERMINES OR IS NOTIFIED
      THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH CERTIFICATE OR DEFINITIVE
      CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
      REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES 2007-1 SUPPLEMENT, THE
      TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN
      SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN
      BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST.

     

    
      

        
        5           Insert
          for Regulation S Certificates only.

      

        
        6           Insert
          for Restricted Book-Entry Certificates only.

      

       

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    BY
      ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN) EACH PURCHASER AND
      TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (I)
      IT
      IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF (A)
      AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF
      ERISA, (B) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (C) AN ENTITY DEEMED TO HOLD
      THE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A “BENEFIT PLAN INVESTOR”) OR
      (II) IT IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE (OR INTEREST HEREIN)
      WITH THE ASSETS OF ITS GENERAL ACCOUNT AND, AT THE TIME OF ACQUISITION AND
      THROUGHOUT THE PERIOD OF HOLDING, (A) IT SATISFIES ALL OF THE CONDITIONS OF
      PROHIBITED TRANSACTION CLASS EXEMPTION 95-60; (B) LESS THAN 25% OF THE ASSETS
      OF
      THE GENERAL ACCOUNT ARE OR REPRESENT ASSETS OF BENEFIT PLAN INVESTORS; AND
      (C)
      IT IS NOT (1) THE ISSUER, (2) A PERSON WHO HAS DISCRETIONARY AUTHORITY OR
      CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE
      FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT 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.

     

    [THIS
      GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION
      S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL CERTIFICATE NOR ANY
      INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
      THE
      SERIES 2007-1 SUPPLEMENT.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
      GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
      HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
      TERMS OF THE SERIES 2007-1 SUPPLEMENT.]7

     

    [EACH
      PURCHASER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
      REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 16(c) OF THE SERIES 2007-1
      SUPPLEMENT.  ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A
      PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK
      ENTRY CERTIFICATE ONLY UPON RECEIPT BY THE CERTIFICATE REGISTRAR OF (A) A
      TRANSFER CERTIFICATE FROM THE TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED
      IN
      THE SERIES 2007-1 SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH
      THE APPLICABLE PROCEDURES UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE
      EUROCLEAR SYSTEM AND/OR CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S
      BOOK
      ENTRY CERTIFICATE).]8

     

    
      

        
        7           Insert
          for Regulation S Certificates only.

      

        
        8           Insert
          for Restricted Book Entry Certificates only.

         

      

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    NEITHER
      THE OWNER NOR SUCH ACCOUNT WAS FORMED FOR THE PURPOSE OF ACQUIRING ANY
      CERTIFICATES (UNLESS THE TRUST, IN ITS SOLE DISCRETION AND WITH THE ADVICE
      OF
      COUNSEL IN RESPECT OF U.S. SECURITIES LAWS, EXPRESSLY OTHERWISE PERMITS). THE
      OWNER AND EACH SUCH ACCOUNT AGREES THAT IT SHALL NOT HOLD SUCH CERTIFICATES
      FOR
      THE BENEFIT OF ANY OTHER PERSON AND SHALL BE THE SOLE BENEFICIAL OWNER THEREOF
      FOR ALL PURPOSES AND THAT IT SHALL NOT SELL PARTICIPATION INTERESTS IN THE
      CERTIFICATES OR ENTER INTO ANY OTHER ARRANGEMENT PURSUANT TO WHICH ANY OTHER
      PERSON SHALL BE ENTITLED TO A BENEFICIAL INTEREST IN THE DISTRIBUTIONS ON THE
      CERTIFICATES. THE OWNER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER
      OF
      THE CERTIFICATES TO AN OWNER THAT DOES NOT COMPLY WITH THE REQUIREMENTS
      HEREOF  SHALL BE NULL AND VOID AB INITIO. THE OWNER
      UNDERSTANDS THAT IN THE EVENT THAT AT ANY TIME THE TRUSTEE HAS DETERMINED,
      OR
      THE TRUST NOTIFIES THE TRUSTEE THAT THE TRUST HAS DETERMINED, THAT SUCH PURCHASE
      WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS
      SET FORTH IN SECTION 16(c)(i) OF THE SERIES 2007-1 SUPPLEMENT, THEN THE TRUSTEE
      SHALL CONSIDER THE ACQUISITION OF THE RELATED CERTIFICATE VOID AND REQUIRE
      THAT
      THE RELATED CERTIFICATE BE TRANSFERRED TO A PERSON DESIGNATED BY THE
      TRUST.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation (“DTC”), to Charming Shoppes Receivables
      Corp. or its agent for registration of transfer, exchange or payment, and any
      certificate issued is registered in the name of Cede & Co. or in such other
      name as requested by an authorized representative of DTC (and any payment is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.

     

    


      
        
            

          
          

        

        
          3

          
            

          

        

        
          
          

        

      



    


    
      	
              No.
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              Up
                to
                [$                    ]

              CUSIP
                No.

              [ISIN
                No. _]

               

            


    

    


    CHARMING
      SHOPPES MASTER TRUST

     

    ASSET
      BACKED CERTIFICATE, SERIES 2007-1, CLASS M-2

     

    


     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that CEDE & CO. (the “Class M-2
      Certificateholder”) is the registered owner of the Undivided Interest in a trust
      (the “Trust”), the corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under credit card accounts (the
“Accounts”) of Spirit of America National Bank, a national banking association
      organized under the laws of the United States, all monies due or to become
      due
      in payment of the Receivables (including all Finance Charge Receivables), the
      benefits of the subordination of the Class B Certificates, the Class C
      Certificates and Class D Certificates and the other assets and interests
      constituting the Trust pursuant to a Second Amended and Restated Pooling and
      Servicing Agreement dated as of November 25, 1997, as amended on July 22, 1999,
      May 8, 2001, August 5, 2004, March 18, 2005 and October 17, 2007 as supplemented
      by, among others, the Series 2007-1 Supplement dated as of October 17, 2007
      (as
      amended, the “Series 2007-1 Supplement”) (as further amended or otherwise
      modified from time to time, the “Pooling and Servicing Agreement”), by and among
      Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as
      Servicer, and U.S. Bank National Association (as successor to Wachovia Bank,
      National Association), as Trustee (the “Trustee”).  The aggregate
      principal amount of all outstanding Class M-2 Certificates shall be as indicated
      in the books and records of the Trustee and shall not exceed
      [                    ]
      Dollars (U.S.
      $[                  ]).  To
      the extent not defined herein, capitalized terms used herein have the meanings
      assigned in the Pooling and Servicing Agreement.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates and the Class A-2
      Certificates; (ii) the Class M Certificates, comprised of the Class M-1
      Certificates and the Class M-2 Certificates (of which this certificate is one),
      which are subordinated to the Class A Certificates in certain rights of payment
      as described herein and in the Pooling and Servicing Agreement;
      (iii)  the Class B Certificates, comprised of the Class B-1
      Certificates and the Class B-2 Certificates, which are subordinated to the
      Class
      A Certificates and the Class M Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement; (iv) the Class
      C
      Certificates, which are subordinated to the Class A Certificates, the Class
      M
      Certificates and the Class B Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement; (v) the Class
      D
      Certificates, comprised of the Class D-1 Certificates and Class D-2
      Certificates, which are subordinated to the Class A Certificates, the Class
      M
      Certificates, the Class B Certificates and the Class C Certificates in
      certain rights of payment as described herein and in the Pooling and Servicing
      Agreement.

     

    The
      Seller has structured the Pooling and Servicing Agreement and the Class M-2
      Certificates with the intention that the Class M-2 Certificates will qualify
      under applicable tax law as indebtedness, and the Seller, the Holder of the
      Exchangeable Seller Certificate, the Servicer and each Class M-2
      Certificateholder (or Certificate Owner with respect to a Class M-2 Certificate
      (a “Class M-2 Certificate Owner”)) by acceptance of its Class M-2 Certificate
      (or in the case of a Class M-2 Certificate Owner, by virtue of such Class
      M-2 Certificate Owner’s acquisition of a beneficial interest therein), agrees to
      treat and to take no action inconsistent with the treatment of the Class M-2
      Certificates (or beneficial interest therein) for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income, as indebtedness.  Each Class M-2 Certificateholder
      agrees that it will cause any Class M-2 Certificate Owner acquiring an interest
      in a Class M-2 Certificate through it to comply with the Pooling and Servicing
      Agreement as to treatment as indebtedness for certain tax purposes.

     

    This
      Class M-2 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class M-2
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class M-2 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Class M-2 Certificate is
      one of a series of Certificates entitled Charming Shoppes Master Trust, Asset
      Backed Certificates, Series 2007-1 Class M-2 (the “Class M-2 Certificates”),
      each of which represents an Undivided Interest in the Trust, including the
      right
      to receive the Collections and other amounts at the times and in the amounts
      specified in the Pooling and Servicing Agreement to be deposited in the
      Collection Account or paid to the Class M-2 Certificateholders.  The
      aggregate interest represented by the Class M-2 Certificates at any time in
      the
      Principal Receivables in the Trust shall not exceed an amount equal to the
      portion of the Class M Investor Interest allocated to the Class M-2 Certificates
      at such time.  In addition to the Series 2007-1 Certificates, an
      Exchangeable Seller Certificate will be reissued to the Seller pursuant to
      the
      Pooling and Servicing Agreement, which will represent an undivided interest
      in
      the Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may
      be exchanged by the Seller pursuant to the Pooling and Servicing Agreement
      for a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

    This
      Class M-2 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class M-2
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class M-2 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class M-2 Certificate shall be registered in the Certificate
      Register upon surrender of this Class M-2 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class M-2
      Certificateholder or such Class M-2 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class M-2 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, Class M-2 Certificates are exchangeable for
      new
      Class M-2 Certificates evidencing like aggregate Undivided Interests, as
      requested by the Class M-2 Certificateholder surrendering such Class M-2
      Certificates.  No service charge may be imposed for any such exchange
      but the Servicer or Transfer Agent and Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      M-2
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class M-2 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     


    
      
             

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class M-2
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M-2 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    


    


    



    
      
            

        
        

      

      
        5

        
          

        

      

      
        
        

      

    



    


    EXHIBIT
      B-1

    


    [REGULATION
      S TEMPORARY BOOK-ENTRY CERTIFICATE]9

     

    [RESTRICTED
      BOOK-ENTRY CERTIFICATE]10

     

    FORM
      OF CLASS B-1 CERTIFICATE

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
      THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
      BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000,
      FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
      SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON
      U.S.
      PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
      APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT
      OF
      NOT LESS THAN $100,000, SUBJECT TO THE  SATISFACTION OF CERTAIN
      CONDITIONS SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND
      (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF A
      BENEFICIAL INTEREST IN THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH
      PURCHASER OF A DEFINITIVE CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND
      AGREEMENTS SET FORTH IN SECTION 16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER
      IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
      AB
      INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
      NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE TRUSTEE
      OR
      ANY INTERMEDIARY.  IF AT ANY TIME THE TRUST DETERMINES OR IS NOTIFIED
      THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH CERTIFICATE OR DEFINITIVE
      CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
      REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES 2007-1 SUPPLEMENT, THE
      TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN
      SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN
      BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST.

     

    
      

        
        9           Insert
          for Regulation S Certificates only.

      

        
        10           Insert
          for Restricted Book-Entry Certificates only.

         

      

    

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    BY
      ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN) EACH PURCHASER AND
      TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (I)
      IT
      IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF (A)
      AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF
      ERISA, (B) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (C) AN ENTITY DEEMED TO HOLD
      THE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A “BENEFIT PLAN INVESTOR”) OR
      (II) IT IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE (OR INTEREST HEREIN)
      WITH THE ASSETS OF ITS GENERAL ACCOUNT AND, AT THE TIME OF ACQUISITION AND
      THROUGHOUT THE PERIOD OF HOLDING, (A) IT SATISFIES ALL OF THE CONDITIONS OF
      PROHIBITED TRANSACTION CLASS EXEMPTION 95-60; (B) LESS THAN 25% OF THE ASSETS
      OF
      THE GENERAL ACCOUNT ARE OR REPRESENT ASSETS OF BENEFIT PLAN INVESTORS; AND
      (C)
      IT IS NOT (1) THE ISSUER, (2) A PERSON WHO HAS DISCRETIONARY AUTHORITY OR
      CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE
      FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT 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.

     

    [THIS
      GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION
      S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL CERTIFICATE NOR ANY
      INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
      THE
      SERIES 2007-1 SUPPLEMENT.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
      GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
      HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
      TERMS OF THE SERIES 2007-1 SUPPLEMENT.]11

     

    [EACH
      PURCHASER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
      REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 16(c) OF THE SERIES 2007-1
      SUPPLEMENT.  ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A
      PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK
      ENTRY CERTIFICATE ONLY UPON RECEIPT BY THE CERTIFICATE REGISTRAR OF (A) A
      TRANSFER CERTIFICATE FROM THE TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED
      IN
      THE SERIES 2007-1 SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH
      THE APPLICABLE PROCEDURES UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE
      EUROCLEAR SYSTEM AND/OR CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S
      BOOK
      ENTRY CERTIFICATE.)]12

     

    
      

        
        11           Insert
          for Regulation S Certificates only.

      

        
        12           Insert
          for Restricted Book Entry Certificates only.

      



    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    NEITHER
      THE OWNER NOR SUCH ACCOUNT WAS FORMED FOR THE PURPOSE OF ACQUIRING ANY
      CERTIFICATES (UNLESS THE TRUST, IN ITS SOLE DISCRETION AND WITH THE ADVICE
      OF
      COUNSEL IN RESPECT OF U.S. SECURITIES LAWS, EXPRESSLY OTHERWISE PERMITS). THE
      OWNER AND EACH SUCH ACCOUNT AGREES THAT IT SHALL NOT HOLD SUCH CERTIFICATES
      FOR
      THE BENEFIT OF ANY OTHER PERSON AND SHALL BE THE SOLE BENEFICIAL OWNER THEREOF
      FOR ALL PURPOSES AND THAT IT SHALL NOT SELL PARTICIPATION INTERESTS IN THE
      CERTIFICATES OR ENTER INTO ANY OTHER ARRANGEMENT PURSUANT TO WHICH ANY OTHER
      PERSON SHALL BE ENTITLED TO A BENEFICIAL INTEREST IN THE DISTRIBUTIONS ON THE
      CERTIFICATES. THE OWNER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER
      OF
      THE CERTIFICATES TO AN OWNER THAT DOES NOT COMPLY WITH THE REQUIREMENTS
      HEREOF  SHALL BE NULL AND VOID AB INITIO. THE OWNER
      UNDERSTANDS THAT IN THE EVENT THAT AT ANY TIME THE TRUSTEE HAS DETERMINED,
      OR
      THE TRUST NOTIFIES THE TRUSTEE THAT THE TRUST HAS DETERMINED, THAT SUCH PURCHASE
      WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS
      SET FORTH IN SECTION 16(c)(i) OF THE SERIES 2007-1 SUPPLEMENT, THEN THE TRUSTEE
      SHALL CONSIDER THE ACQUISITION OF THE RELATED CERTIFICATE VOID AND REQUIRE
      THAT
      THE RELATED CERTIFICATE BE TRANSFERRED TO A PERSON DESIGNATED BY THE
      TRUST.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation (“DTC”), to Charming Shoppes Receivables
      Corp. or its agent for registration of transfer, exchange or payment, and any
      certificate issued is registered in the name of Cede & Co. or in such other
      name as requested by an authorized representative of DTC (and any payment is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.

     

    


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

    
    

     

    
 

    
      	
              No.
                __

            	 	
              Up
                to
                [$                    ]

              CUSIP
                No.

              [ISIN
                No. _]

               

            


    

    


    CHARMING
      SHOPPES MASTER TRUST

     

     ASSET
      BACKED CERTIFICATE, SERIES 2007-1, CLASS B-1

     

    


     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that CEDE & CO. (the “Class B-1
      Certificateholder”) is the registered owner of the Undivided Interest in a trust
      (the “Trust”), the corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under credit card accounts (the
“Accounts”) of Spirit of America National Bank, a national banking association
      organized under the laws of the United States, all monies due or to become
      due
      in payment of the Receivables (including all Finance Charge Receivables), the
      benefits of the subordination of the Class C Certificates and Class D
      Certificates and the other assets and interests constituting the Trust pursuant
      to a Second Amended and Restated Pooling and Servicing Agreement dated as of
      November 25, 1997, as amended on July 22, 1999, May 8, 2001, August 5,
      2004, March 18, 2005 and October 17, 2007 as supplemented by, among others,
      the
      Series 2007-1 Supplement dated as of October 17, 2007 (as amended, the “Series
      2007-1 Supplement”) (as further amended or otherwise modified from time to time,
      the “Pooling and Servicing Agreement”), by and among Charming Shoppes
      Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and U.S.
      Bank National Association (as successor to Wachovia Bank, National Association),
      as Trustee (the “Trustee”).  The aggregate principal amount of all
      outstanding Class B-1 Certificates shall be as indicated in the books and
      records of the Trustee and shall not exceed
      [                        ]
      thousand Dollars (U.S.
      $[             ]).  To
      the extent not defined herein, capitalized terms used herein have the meanings
      assigned in the Pooling and Servicing Agreement.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates and the Class A-2
      Certificates; (ii) the Class M Certificates, comprised of the Class M-1
      Certificates and Class M-2 Certificates which are subordinated to the Class
      A
      Certificates in certain rights of payment as described herein and in the Pooling
      and Servicing Agreement; (iii)  the Class B Certificates,
      comprised of the Class B-1 Certificates (of which this certificate is one)
      and
      the Class B-2 Certificates, which are subordinated to the Class A Certificates
      and the Class M Certificates in certain rights of payment as described herein
      and in the Pooling and Servicing Agreement; (iv) the Class C Certificates,
      which
      are subordinated to the Class A Certificates, the Class M Certificates and
      the
      Class B Certificates in certain rights of payment as described herein and
      in the Pooling and Servicing Agreement; (v) the Class D Certificates, comprised
      of the Class D-1 Certificates and Class D-2 Certificates, which are subordinated
      to the Class A Certificates, the Class M Certificates, the Class B
      Certificates and the Class C Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement.

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

     

    The
      Seller has structured the Pooling and Servicing Agreement and the Class B-1
      Certificates with the intention that the Class B-1 Certificates will qualify
      under applicable tax law as indebtedness, and the Seller, the Holder of the
      Exchangeable Seller Certificate, the Servicer and each Class B-1
      Certificateholder (or Certificate Owner with respect to a Class B-1 Certificate
      (a “Class B-1 Certificate Owner”)) by acceptance of its Class B-1 Certificate
      (or in the case of a Class B-1 Certificate Owner, by virtue of such Class
      B-1 Certificate Owner’s acquisition of a beneficial interest therein), agrees to
      treat and to take no action inconsistent with the treatment of the Class B-1
      Certificates (or beneficial interest therein) for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income, as indebtedness.  Each Class B-1 Certificateholder
      agrees that it will cause any Class B-1 Certificate Owner acquiring an interest
      in a Class B-1 Certificate through it to comply with the Pooling and Servicing
      Agreement as to treatment as indebtedness for certain tax purposes.

     

    This
      Class B-1 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class B-1
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class B-1 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Class B-1 Certificate is
      one of a series of Certificates entitled Charming Shoppes Master Trust, Asset
      Backed Certificates, Series 2007-1 Class B-1 (the “Class B-1 Certificates”),
      each of which represents an Undivided Interest in the Trust, including the
      right
      to receive the Collections and other amounts at the times and in the amounts
      specified in the Pooling and Servicing Agreement to be deposited in the
      Collection Account or paid to the Class B-1 Certificateholders.  The
      aggregate interest represented by the Class B-1 Certificates at any time in
      the
      Principal Receivables in the Trust shall not exceed an amount equal to the
      portion of the Class B Investor Interest allocated to the Class B-1 Certificates
      at such time.  In addition to the Series 2007-1 Certificates, an
      Exchangeable Seller Certificate will be reissued to the Seller pursuant to
      the
      Pooling and Servicing Agreement, which will represent an undivided interest
      in
      the Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may
      be exchanged by the Seller pursuant to the Pooling and Servicing Agreement
      for a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

     

    This
      Class B-1 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class B-1
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class B-1 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class B-1 Certificate shall be registered in the Certificate
      Register upon surrender of this Class B-1 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class B-1
      Certificateholder or such Class B-1 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class B-1 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, Class B-1 Certificates are exchangeable for
      new
      Class B-1 Certificates evidencing like aggregate Undivided Interests, as
      requested by the Class B-1 Certificateholder surrendering such Class B-1
      Certificates.  No service charge may be imposed for any such exchange
      but the Servicer or Transfer Agent and Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      B-1
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class B-1 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     

    
 

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class B-1
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class B-1 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    



    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

    
      

 

    

    


    EXHIBIT
      B-2

    


    [REGULATION
      S TEMPORARY BOOK-ENTRY CERTIFICATE]13

     

    [RESTRICTED
      BOOK-ENTRY CERTIFICATE]14

     

    FORM
      OF CLASS B-2 CERTIFICATE

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
      THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
      BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000,
      FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
      SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON
      U.S.
      PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
      APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT
      OF
      NOT LESS THAN $100,000, SUBJECT TO THE  SATISFACTION OF CERTAIN
      CONDITIONS SPECIFIED IN THE SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND
      (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF A
      BENEFICIAL INTEREST IN THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH
      PURCHASER OF A DEFINITIVE CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND
      AGREEMENTS SET FORTH IN SECTION 16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER
      IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
      AB
      INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
      NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE TRUSTEE
      OR
      ANY INTERMEDIARY.  IF AT ANY TIME THE TRUST DETERMINES OR IS NOTIFIED
      THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH CERTIFICATE OR DEFINITIVE
      CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
      REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES 2007-1 SUPPLEMENT, THE
      TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN
      SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN
      BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST.

     

    
      

        
        13           Insert
          for Regulation S Certificates only.

      

        
        14           Insert
          for Restricted Book-Entry Certificates only.

      

       

    

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    BY
      ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN) EACH PURCHASER AND
      TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (I)
      IT
      IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF (A)
      AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF
      ERISA, (B) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (C) AN ENTITY DEEMED TO HOLD
      THE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A “BENEFIT PLAN INVESTOR”) OR
      (II) IT IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE (OR INTEREST HEREIN)
      WITH THE ASSETS OF ITS GENERAL ACCOUNT AND, AT THE TIME OF ACQUISITION AND
      THROUGHOUT THE PERIOD OF HOLDING, (A) IT SATISFIES ALL OF THE CONDITIONS OF
      PROHIBITED TRANSACTION CLASS EXEMPTION 95-60; (B) LESS THAN 25% OF THE ASSETS
      OF
      THE GENERAL ACCOUNT ARE OR REPRESENT ASSETS OF BENEFIT PLAN INVESTORS; AND
      (C)
      IT IS NOT (1) THE ISSUER, (2) A PERSON WHO HAS DISCRETIONARY AUTHORITY OR
      CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE
      FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT 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.

     

    [THIS
      GLOBAL CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION
      S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL CERTIFICATE NOR ANY
      INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
      THE
      SERIES 2007-1 SUPPLEMENT.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
      GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
      HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
      TERMS OF THE SERIES 2007-1 SUPPLEMENT.]15

     

    [EACH
      PURCHASER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
      REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 16(c) OF THE SERIES 2007-1
      SUPPLEMENT.  ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A
      PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK
      ENTRY CERTIFICATE ONLY UPON RECEIPT BY THE CERTIFICATE REGISTRAR OF (A) A
      TRANSFER CERTIFICATE FROM THE TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED
      IN
      THE SERIES 2007-1 SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH
      THE APPLICABLE PROCEDURES UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE
      EUROCLEAR SYSTEM AND/OR CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S
      BOOK
      ENTRY CERTIFICATE.)]16

     

    
      

        
        15           Insert
          for Regulation S Certificates only.

      

        
        16           Insert
          for Restricted Book Entry Certificates only.

         

      

    

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

     

    NEITHER
      THE OWNER NOR SUCH ACCOUNT WAS FORMED FOR THE PURPOSE OF ACQUIRING ANY
      CERTIFICATES (UNLESS THE TRUST, IN ITS SOLE DISCRETION AND WITH THE ADVICE
      OF
      COUNSEL IN RESPECT OF U.S. SECURITIES LAWS, EXPRESSLY OTHERWISE PERMITS). THE
      OWNER AND EACH SUCH ACCOUNT AGREES THAT IT SHALL NOT HOLD SUCH CERTIFICATES
      FOR
      THE BENEFIT OF ANY OTHER PERSON AND SHALL BE THE SOLE BENEFICIAL OWNER THEREOF
      FOR ALL PURPOSES AND THAT IT SHALL NOT SELL PARTICIPATION INTERESTS IN THE
      CERTIFICATES OR ENTER INTO ANY OTHER ARRANGEMENT PURSUANT TO WHICH ANY OTHER
      PERSON SHALL BE ENTITLED TO A BENEFICIAL INTEREST IN THE DISTRIBUTIONS ON THE
      CERTIFICATES. THE OWNER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER
      OF
      THE CERTIFICATES TO AN OWNER THAT DOES NOT COMPLY WITH THE REQUIREMENTS
      HEREOF  SHALL BE NULL AND VOID AB INITIO. THE OWNER
      UNDERSTANDS THAT IN THE EVENT THAT AT ANY TIME THE TRUSTEE HAS DETERMINED,
      OR
      THE TRUST NOTIFIES THE TRUSTEE THAT THE TRUST HAS DETERMINED, THAT SUCH PURCHASE
      WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS
      SET FORTH IN SECTION 16(c)(i) OF THE SERIES 2007-1 SUPPLEMENT, THEN THE TRUSTEE
      SHALL CONSIDER THE ACQUISITION OF THE RELATED CERTIFICATE VOID AND REQUIRE
      THAT
      THE RELATED CERTIFICATE BE TRANSFERRED TO A PERSON DESIGNATED BY THE
      TRUST.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation (“DTC”), to Charming Shoppes Receivables
      Corp. or its agent for registration of transfer, exchange or payment, and any
      certificate issued is registered in the name of Cede & Co. or in such other
      name as requested by an authorized representative of DTC (and any payment is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.

     

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              No.
                __

            	 	
              Up
                to
                [$                    ]

              CUSIP
                No.

              [ISIN
                No. _]

               

            


    

    


    CHARMING
      SHOPPES MASTER TRUST

     

     ASSET
      BACKED CERTIFICATE, SERIES 2007-1, CLASS B-2

     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that CEDE & CO. (the “Class B-2
      Certificateholder”) is the registered owner of the Undivided Interest in a trust
      (the “Trust”), the corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under credit card accounts (the
“Accounts”) of Spirit of America National Bank, a national banking association
      organized under the laws of the United States, all monies due or to become
      due
      in payment of the Receivables (including all Finance Charge Receivables), the
      benefits of the subordination of the Class C Certificates and Class D
      Certificates and the other assets and interests constituting the Trust pursuant
      to a Second Amended and Restated Pooling and Servicing Agreement dated as of
      November 25, 1997, as amended on July 22, 1999, May 8, 2001, August 5,
      2004, March 18, 2005 and October 17, 2007 as supplemented by, among others,
      the
      Series 2007-1 Supplement dated as of October 17, 2007 (as amended, the “Series
      2007-1 Supplement”) (as further amended or otherwise modified from time to time,
      the “Pooling and Servicing Agreement”), by and among Charming Shoppes
      Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and U.S.
      Bank National Association (as successor to Wachovia Bank, National Association),
      as Trustee (the “Trustee”).  The aggregate principal amount of all
      outstanding Class B-2 Certificates shall be as indicated in the books and
      records of the Trustee and shall not exceed
      [                        ]
      thousand Dollars (U.S.
      $[             ]).  To
      the extent not defined herein, capitalized terms used herein have the meanings
      assigned in the Pooling and Servicing Agreement.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates and the Class A-2
      Certificates; (ii) the Class M Certificates, comprised of the Class M-1
      Certificates and Class M-2 Certificates, which are subordinated to the Class
      A
      Certificates in certain rights of payment as described herein and in the Pooling
      and Servicing Agreement; (iii)  the Class B Certificates,
      comprised of the Class B-1 Certificates and the Class B-2 Certificates (of
      which
      this certificate is one), which are subordinated to the Class A Certificates
      and
      the Class M Certificates in certain rights of payment as described herein and
      in
      the Pooling and Servicing Agreement; (iv) the Class C Certificates, which are
      subordinated to the Class A Certificates, the Class M Certificates and the
      Class B Certificates in certain rights of payment as described herein and
      in the Pooling and Servicing Agreement; (v) the Class D Certificates, comprised
      of the Class D-1 Certificates and Class D-2 Certificates, which are subordinated
      to the Class A Certificates, the Class M Certificates, the Class B
      Certificates and the Class C Certificates in certain rights of payment as
      described herein and in the Pooling and Servicing Agreement.

     

     

    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

     

    The
      Seller has structured the Pooling and Servicing Agreement and the Class B-2
      Certificates with the intention that the Class B-2 Certificates will qualify
      under applicable tax law as indebtedness, and the Seller, the Holder of the
      Exchangeable Seller Certificate, the Servicer and each Class B-2
      Certificateholder (or Certificate Owner with respect to a Class B-2 Certificate
      (a “Class B-2 Certificate Owner”)) by acceptance of its Class B-2 Certificate
      (or in the case of a Class B-2 Certificate Owner, by virtue of such Class
      B-2 Certificate Owner’s acquisition of a beneficial interest therein), agrees to
      treat and to take no action inconsistent with the treatment of the Class B-2
      Certificates (or beneficial interest therein) for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income, as indebtedness.  Each Class B-2 Certificateholder
      agrees that it will cause any Class B-2 Certificate Owner acquiring an interest
      in a Class B-2 Certificate through it to comply with the Pooling and Servicing
      Agreement as to treatment as indebtedness for certain tax purposes.

     

    This
      Class B-2 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class B-2
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class B-2 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Class B-2 Certificate is
      one of a series of Certificates entitled Charming Shoppes Master Trust, Asset
      Backed Certificates, Series 2007-1 Class B-2 (the “Class B-2 Certificates”),
      each of which represents an Undivided Interest in the Trust, including the
      right
      to receive the Collections and other amounts at the times and in the amounts
      specified in the Pooling and Servicing Agreement to be deposited in the
      Collection Account or paid to the Class B-2 Certificateholders.  The
      aggregate interest represented by the Class B-2 Certificates at any time in
      the
      Principal Receivables in the Trust shall not exceed an amount equal to the
      portion of the Class B Investor Interest allocated to the Class B-2 Certificates
      at such time.  In addition to the Series 2007-1 Certificates, an
      Exchangeable Seller Certificate will be reissued to the Seller pursuant to
      the
      Pooling and Servicing Agreement, which will represent an undivided interest
      in
      the Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may
      be exchanged by the Seller pursuant to the Pooling and Servicing Agreement
      for a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    

     

    This
      Class B-2 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class B-2
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class B-2 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class B-2 Certificate shall be registered in the Certificate
      Register upon surrender of this Class B-2 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class B-2
      Certificateholder or such Class B-2 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class B-2 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, Class B-2 Certificates are exchangeable for
      new
      Class B-2 Certificates evidencing like aggregate Undivided Interests, as
      requested by the Class B-2 Certificateholder surrendering such Class B-2
      Certificates.  No service charge may be imposed for any such exchange
      but the Servicer or Transfer Agent and Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      B-2
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class B-2 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     

    


      
        
          
          

          
          

        

        
          I-6

          
            

          

        

        
          
          

        

      



    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class B-2
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class B-2 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    


    



    
      
          

        
        

      

      
        I-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    FORM
      OF CLASS C CERTIFICATE

     

    NO.
      R-1                                                                                                                                $[       ]

    CHARMING
      SHOPPES MASTER TRUST

     

    ASSET
      BACKED CERTIFICATE, SERIES 2007-1,

     

    CLASS
      C CERTIFICATE

     

    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 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).

     

     

    
      
        
        

      

      
        C-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 NONEXEMPT 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 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 REGULATIONS 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.

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that
[                               ]
(the “Class C Certificateholder”) is the registered owner of the
      Undivided Interest in a trust (the “Trust”), the corpus of which consists of a
      portfolio of credit card receivables (the “Receivables”) now existing or
      hereafter created under credit card accounts (the “Accounts”) of Spirit of
      America National Bank, a national banking association organized under the laws
      of the United States, all monies due or to become due in payment of the
      Receivables (including all Finance Charge Receivables), the subordination of
      the
      Class D-1 Certificates and the Class D-2 Certificates and the other assets
      and
      interests constituting the Trust pursuant to a Second Amended and Restated
      Pooling and Servicing Agreement dated as of November 25, 1997, as amended on
      July 22, 1999, May 8, 2001, August 5, 2004, March 18, 2005 and October
      17, 2007 and as supplemented by, among others, a Series 2007-1 Supplement dated
      as of October 17, 2007 (as further amended, supplemented or otherwise modified
      from time to time, the “Pooling and Servicing Agreement”), by and among Charming
      Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer,
      and
      U.S. Bank, National Association (as successor to Wachovia Bank, National
      Association), as Trustee (the “Trustee”).  To the extent not defined
      herein, capitalized terms used herein have the meanings assigned in the Pooling
      and Servicing Agreement.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates and the Class A-2
      Certificates; (ii) the Class M Certificates, comprised of the Class M-1
      Certificates and the Class M-2 Certificates, which are subordinated to the
      Class
      A Certificates in certain rights of payment as described herein and in the
      Pooling and Servicing Agreement; (iii)  the Class B Certificates,
      comprised of the Class B-1 Certificates and the Class B-2 Certificates, which
      are subordinated to the Class A Certificates and the Class M Certificates in
      certain rights of payment as described herein and in the Pooling and Servicing
      Agreement; (iv) the Class C Certificates (of which this certificate is one),
      which are subordinated to the Class A Certificates, the Class M Certificates
      and
      the Class B Certificates in certain rights of payment as described herein
      and in the Pooling and Servicing Agreement; (v) the Class D Certificates,
      comprised of the Class D-1 Certificates and Class D-2 Certificates, which are
      subordinated to the Class A Certificates, the Class M Certificates, the
      Class B Certificates and the Class C Certificates in certain rights of
      payment as described herein and in the Pooling and Servicing
      Agreement.

     

    This
      Class C Certificate is issued under and is subject to the terms, provisions
      and
      conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class C Certificateholder
      by virtue of the acceptance hereof assents and by which the Class C
      Certificateholder is bound.

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Certificate is one of a
      series of Certificates entitled Class C, Asset Backed Certificates, Series
      2007-1 Certificates (the “Class C Certificates”), each of which represents an
      Undivided Interest in the Trust, including the right to receive the Collections
      and other amounts at the times and in the amounts specified in the Pooling
      and
      Servicing Agreement to be deposited in the Collection Account or paid to the
      Class C Certificateholders.  The aggregate interest represented
      by the Class C Certificates at any time in the Principal Receivables in the
      Trust shall not exceed an amount equal to the Class C Investor Interest at
      such
      time.  In addition to the Series 2007-1 Certificates, an Exchangeable
      Seller Certificate will be reissued to the Seller pursuant to the Pooling and
      Servicing Agreement, which will represent an undivided interest in the
      Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may be
      exchanged by the Seller pursuant to the Pooling and Servicing Agreement for
      a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

    This
      Class C Certificate does not represent an obligation of, or an interest in,
      the
      Seller, the Originator or the Servicer, and neither the Class C Certificates
      nor
      the Accounts or Receivables are insured or guaranteed by the Federal Deposit
      Insurance Corporation or any other governmental agency.  This Class C
      Certificate is limited in right of payment to certain collections respecting
      the
      Receivables, all as more specifically set forth in the Pooling and Servicing
      Agreement.

     

    The
      transfer of this Class C Certificate shall be registered in the Certificate
      Register upon surrender of this Class C Certificate for registration of transfer
      at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class C
      Certificateholder or such Class C Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class C Certificates of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth and in the Class C Purchase Agreement, Class
      C
      Certificates are exchangeable for new Class C Certificates evidencing like
      aggregate Undivided Interests, as requested by the Class C Certificateholder
      surrendering such Class C Certificates.  No service charge may be
      imposed for any such exchange but the Servicer or Transfer Agent and Registrar
      may require payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in connection therewith.

     

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      C
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class C Certificate shall not be entitled
      to any benefit under the Pooling and Servicing Agreement, or be valid for any
      purpose.

     


    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class C
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class C Certificates referred to in the within-mentioned Pooling
      and
      Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    



    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-1

    


    FORM
      OF CLASS D-1 CERTIFICATE

     

    NO.
      R-1                                                                                                                                $[       ]

    CHARMING
      SHOPPES MASTER TRUST

    ASSET
      BACKED CERTIFICATE, SERIES 2007-1,

    CLASS
      D-1 CERTIFICATE

    


    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 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).

     

     

    
      
        
        

      

      
        D-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 D CERTIFICATES OR (II) 100
      PRIVATE HOLDERS, OR (Y) ON OR 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 REGULATIONS
      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 REGULATIONS 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 INTEREST 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.

     


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that
[                            ].
      (the “Class D-1 Certificateholder”) is the registered owner of the Undivided
      Interest in a trust (the “Trust”), the corpus of which consists of a portfolio
      of credit card receivables (the “Receivables”) now existing or hereafter created
      under credit card accounts (the “Accounts”) of Spirit of America National Bank,
      a national banking association organized under the laws of the United States,
      all monies due or to become due in payment of the Receivables (including all
      Finance Charge Receivables), and the other assets and interests constituting
      the
      Trust pursuant to a Second Amended and Restated Pooling and Servicing Agreement
      dated as of November 25, 1997, as amended on July 22, 1999, May 8,
      2001, August 5, 2004, March 18, 2005 and October 17, 2007 and as supplemented
      by, among others, the Series 2007-1 Supplement dated as of October 17, 2007
      (as
      further amended, supplemented or otherwise modified from time to time, the
      “Pooling and Servicing Agreement”), by and among Charming Shoppes Receivables
      Corp. (“CSRC”), as Seller, Spirit of America, Inc. (“SOAI”), as Servicer, and
      U.S. Bank National Association (as successor to Wachovia Bank, National
      Association), as Trustee (the “Trustee”).  To the extent not defined
      herein, capitalized terms used herein have the meanings assigned in the Pooling
      and Servicing Agreement.

     

    The
      initial principal balance of this D-1 Certificate may be increased or decreased
      according to the terms of the Pooling and Servicing Agreement and the
      Certificate Purchase Agreement, dated as of October [_], 2007, among CSRC,
      SOAI,
      the Trustee and the Class D-1 Certificateholder described therein.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates and the Class A-2
      Certificates; (ii) the Class M Certificates, comprised of the Class M-1
      Certificates and the Class M-2 Certificates, which are subordinated to the
      Class
      A Certificates in certain rights of payment as described herein and in the
      Pooling and Servicing Agreement; (iii) the Class B Certificates, comprised
      of the Class B-1 Certificates and the Class B-2 Certificates, which are
      subordinated to the Class A Certificates and the Class M Certificates in certain
      rights of payment as described herein and in the Pooling and Servicing
      Agreement; (iv) the Class C Certificates, which are subordinated to the Class
      A
      Certificates, the Class M Certificates and the Class B Certificates in
      certain rights of payment as described herein and in the Pooling and Servicing
      Agreement; (v) the Class D Certificates, comprised of the Class D-1 Certificates
      and Class D-2 Certificates (of which this certificate is one), which are
      subordinated to the Class A Certificates, the Class M Certificates, the
      Class B Certificates and the Class C Certificates in certain rights of
      payment as described herein and in the Pooling and Servicing Agreement as
      described herein and in the Pooling and Servicing Agreement.

     

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    This
      Class D-1 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class D-1
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class D-1 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Certificate is one of a
      series of Certificates entitled Charming Shoppes Master Trust, Asset Backed
      Certificates, Series 2007-1, Class D-1 Certificates (the “Class D-1
      Certificates”), each of which represents an Undivided Interest in the Trust,
      including the right to receive the Collections and other amounts at the times
      and in the amounts specified in the Pooling and Servicing Agreement to be
      deposited in the Collection Account or paid to the Class D-1
      Certificateholders.  The aggregate interest represented by the Class
      D-1 Certificates at any time in the Principal Receivables in the Trust shall
      not
      exceed an amount equal to the Class D-1 Investor Interest at such
      time.  In addition to the Series 2007-1 Certificates, an Exchangeable
      Seller Certificate will be reissued to the Seller pursuant to the Pooling and
      Servicing Agreement, which will represent an undivided interest in the
      Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may be
      exchanged by the Seller pursuant to the Pooling and Servicing Agreement for
      a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

    This
      Class D-1 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class D-1
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class D-1 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class D-1 Certificate shall be registered in the Certificate
      Register upon surrender of this Class D-1 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class D-1
      Certificateholder or such Class D-1 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class D-1 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth and in the Class D-1 Purchase Agreement, Class
      D-1
      Certificates are exchangeable for new Class D-1 Certificates evidencing like
      aggregate Undivided Interests, as requested by the Class D-1 Certificateholder
      surrendering such Class D-1 Certificates.  No service charge may be
      imposed for any such exchange but the Servicer or Transfer Agent and Registrar
      may require payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in connection therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      D-1
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class D-1 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     


    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class D-1
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class D-1 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        D-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-2

    


    FORM
      OF CLASS D-2 CERTIFICATE

     

    NO.
      R-1                                                                                                                                $[       ]

    CHARMING
      SHOPPES MASTER TRUST

     

    ASSET
      BACKED CERTIFICATE, SERIES 2007-1,

     

    CLASS
      D-2 CERTIFICATE

     

    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 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).

     

     

    
      
        
        

      

      
        D-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 D-2 CERTIFICATES OR (II)
      100
      PRIVATE HOLDERS, OR (Y) ON OR 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 REGULATIONS
      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 REGULATIONS 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 INTEREST 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.

     


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      credit card receivables acquired by Charming Shoppes Receivables Corp. and
      other
      assets and interests constituting the Trust under the Pooling and Servicing
      Agreement described below.

     

    (Not
      an
      interest in or obligation of,

    Charming
      Shoppes Receivables Corp., Spirit of America National Bank, Spirit of America,
      Inc.,

    Charming
      Shoppes, Inc. or any Affiliate thereof.)

     

    This
      certifies that
[                        ]
      (the “Class D-2 Certificateholder”) is the registered owner of the Undivided
      Interest in a trust (the “Trust”), the corpus of which consists of a portfolio
      of credit card receivables (the “Receivables”) now existing or hereafter created
      under credit card accounts (the “Accounts”) of Spirit of America National Bank,
      a national banking association organized under the laws of the United States,
      all monies due or to become due in payment of the Receivables (including all
      Finance Charge Receivables), and the other assets and interests constituting
      the
      Trust pursuant to a Second Amended and Restated Pooling and Servicing Agreement
      dated as of November 25, 1997, as amended on July 22, 1999, May 8,
      2001, August 5, 2004, March 18, 2005 and October 17, 2007 and as supplemented
      by, among others, the Series 2007-1 Supplement dated as of October 17, 2007
      (as
      further amended, supplemented or otherwise modified from time to time, the
      “Pooling and Servicing Agreement”), by and among Charming Shoppes Receivables
      Corp. (“CSRC”), as Seller, Spirit of America, Inc. (“SOAI”), as Servicer, and
      U.S. Bank National Association (as successor to Wachovia Bank, National
      Association), as Trustee (the “Trustee”).  To the extent not defined
      herein, capitalized terms used herein have the meanings assigned in the Pooling
      and Servicing Agreement.

     

    The
      initial principal balance of this D-2 Certificate may be increased or decreased
      according to the terms of the Pooling and Servicing Agreement and the
      Certificate Purchase Agreement, dated as of October 17, 2007, among CSRC, SOAI,
      the Trustee and the Class D-2 Certificateholder described therein.

     

    The
      Series 2007-1 Certificates are issued in five classes: (i) the Class A
      Certificates, comprised of the Class A-1 Certificates and the Class A-2
      Certificates; (ii) the Class M Certificates, comprised of the Class M-1
      Certificates and the Class M-2 Certificates, which are subordinated to the
      Class
      A Certificates in certain rights of payment as described herein and in the
      Pooling and Servicing Agreement; (iii) the Class B Certificates, comprised
      of the Class B-1 Certificates and the Class B-2 Certificates, which are
      subordinated to the Class A Certificates and the Class M Certificates in certain
      rights of payment as described herein and in the Pooling and Servicing
      Agreement; (iv) the Class C Certificates, which are subordinated to the Class
      A
      Certificates, the Class M Certificates and the Class B Certificates in
      certain rights of payment as described herein, and in the Pooling and Servicing
      Agreement; (v) the Class D Certificates, comprised of the D-1 Certificates
      and
      the Class D-2 Certificates, which are subordinated to the Class A Certificates,
      the Class M Certificates, the Class B Certificates and the Class C
      Certificates in certain rights of payment as described herein, as described
      herein and in the Pooling and Servicing Agreement.

     

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    This
      Class D-2 Certificate is issued under and is subject to the terms, provisions
      and conditions of the Pooling and Servicing Agreement, to which Pooling and
      Servicing Agreement, as amended from time to time, the Class D-2
      Certificateholder by virtue of the acceptance hereof assents and by which the
      Class D-2 Certificateholder is bound.

     

    The
      Receivables consist of Principal Receivables which arise from the purchase
      of
      goods and services and of Finance Charge Receivables which arise generally
      from
      periodic rate finance charges and other fees and charges, as more fully
      specified in the Pooling and Servicing Agreement.  The Trust corpus
      consists of the Receivables now existing in the Accounts or hereafter created
      in
      the Accounts, all monies due or to become due with respect thereto (including
      all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
      and Insurance Proceeds relating thereto, and such funds as from time to time
      are
      deposited in the Collection Account.  This Certificate is one of a
      series of Certificates entitled Charming Shoppes Master Trust, Asset Backed
      Certificates, Series 2007-1, Class D-2 Certificates (the “Class D-2
      Certificates”), each of which represents an Undivided Interest in the Trust,
      including the right to receive the Collections and other amounts at the times
      and in the amounts specified in the Pooling and Servicing Agreement to be
      deposited in the Collection Account or paid to the Class D-2
      Certificateholders.  The aggregate interest represented by the Class
      D-2 Certificates at any time in the Principal Receivables in the Trust shall
      not
      exceed an amount equal to the Class D-2 Investor Interest at such
      time.  In addition to the Series 2007-1 Certificates, an Exchangeable
      Seller Certificate will be reissued to the Seller pursuant to the Pooling and
      Servicing Agreement, which will represent an undivided interest in the
      Trust.  The Exchangeable Seller Certificate will represent the
      interest in the Principal Receivables not represented by all of the Series
      of
      Investor Certificates issued by the Trust or Series of Receivables Purchase
      Interests sold by the Trust.  The Exchangeable Seller Certificate may be
      exchanged by the Seller pursuant to the Pooling and Servicing Agreement for
      a
      newly issued Series of Investor Certificates and a reissued Exchangeable Seller
      Certificate upon the conditions set forth in the Pooling and Servicing
      Agreement.

     

    This
      Class D-2 Certificate does not represent an obligation of, or an interest in,
      the Seller, the Originator or the Servicer, and neither the Class D-2
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental
      agency.  This Class D-2 Certificate is limited in right of payment to
      certain collections respecting the Receivables, all as more specifically set
      forth in the Pooling and Servicing Agreement.

     

    The
      transfer of this Class D-2 Certificate shall be registered in the Certificate
      Register upon surrender of this Class D-2 Certificate for registration of
      transfer at any office or agency maintained by the Transfer Agent and Registrar
      accompanied by a written instrument of transfer in a form satisfactory to the
      Trustee and the Transfer Agent and Registrar duly executed by the Class D-2
      Certificateholder or such Class D-2 Certificateholder’s attorney-in-fact duly
      authorized in writing, and thereupon one or more new Class D-2 Certificates
      of
      authorized denominations and for the same aggregate Undivided Interests will
      be
      issued to the designated transferee or transferees.

     

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Pooling and Servicing Agreement and subject to certain
      limitations therein set forth and the Class D-2 Certificate Purchase Agreement,
      Class D-2 Certificates are exchangeable for new Class D-2 Certificates
      evidencing like aggregate Undivided Interests, as requested by the Class D-2
      Certificateholder surrendering such Class D-2 Certificates.  No
      service charge may be imposed for any such exchange but the Servicer or Transfer
      Agent and Registrar may require payment of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in connection
      therewith.

     

    The
      Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
      and any agent of any of them, may treat the person in whose name this Class
      D-2
      Certificate is registered as the owner hereof for all purposes, and neither
      the
      Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
      nor
      any agent of any of them or of any such agent shall be affected by notice to
      the
      contrary except in certain circumstances described in the Pooling and Servicing
      Agreement.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Class D-2 Certificate shall not be
      entitled to any benefit under the Pooling and Servicing Agreement, or be valid
      for any purpose.

     


    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Charming Shoppes Receivables Corp. has caused this Class D-2
      Certificate to be duly executed under its official seal.

     

    
      	
              CHARMING
                SHOPPES RECEIVABLES CORP.

            
	 
	 
	
              By:___________________________________________

            
	
                   Authorized
                Officer

            


    

    


    
      	
              Attested
                to:

            
	 
	
              By:___________________________

            
	
              Assistant
                Secretary

            
	 
	
               

              Date:  __________,
                2007

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class D-2 Certificates referred to in the within-mentioned Pooling
      and Servicing Agreement.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
                 Trustee

            
	 
	 
	
              By:______________________________________

                   Authorized
                Officer

            


    

    


    



    
      
        
        

      

      
        D-6

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E

    


    


    
      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

    

     

    

      EXHIBIT
        F

      


    

    

     

    
      
         

      

      
        F-1

        
          

        

      

      
         

      

    

    







    
      
         

      

      
        F-2

        
          

        

      

      
         

      

    

     

    

     

    
      
         

      

      
        F-3

        
          

        

      

      
         

      

    

     

    



    EXHIBIT
      G-1

    


    Form
      of Class A, Class M and Class B Regulation S Book-Entry
      Certificate

    to
      Restricted Book-Entry Certificate Transfer Certificate

    


    (Transfer
      pursuant to subsection 16(b)(ii) of the Supplement)

    


    U.S.
      Bank
      National Association, as Trustee

    EP-MN-WS3D

    60
      Livingston Avenue

    St.
      Paul,
      MN  55107

     

    Attention:  [                        ]

     

    Reference
      is hereby made to the Series 2007-1 Supplement dated as of October
      [   ], 2007 (the “Supplement”) by and between Charming Shoppes
      Receivables Corp. (“Seller”), Spirit of America, Inc. (“Servicer”) and U.S. Bank
      National Association (as successor to First Union National Bank) (“Trustee”) to
      the Second Amended and Restated Pooling and Servicing Agreement, dated as of
      November 25, 1997 by and between the Seller, the Servicer and the Trustee (as
      amended, the “Agreement”).  Capitalized terms used but not defined
      herein are used as defined in the Supplement and if not in the Supplement then
      such terms shall have the meanings assigned to them in Regulation S
      (“Regulation S”) or Rule 144A (“Rule 144A”) under the United States
      Securities Act of 1933, as amended (the “Securities Act”).

     

    This
      letter relates to U.S.$[·] aggregate
      principal amount of [Class A-1] [Class A-2] [Class M-1] [Class M-2] [Class
      B-1]
      [Class B-2] Certificates which are held in the form of a Regulation S Book-Entry
      Certificate (CUSIP No. [·]) with The
      Depository Trust Company in the name of [name of Transferor] (the “Transferor”)
      and is intended to facilitate the transfer of [Class A-1] [Class A-2] [Class
      M-1] [Class M-2] [Class B-1] [Class B-2] Certificates in exchange for an
      equivalent beneficial interest in a Restricted Book-Entry Certificate in the
      name of [name of Transferee](the “Transferee”).

     

    In
      connection with such request, (i) the Transferor and the Transferee both hereby
      certify that such transfer has been effected in accordance with the transfer
      restrictions set forth in the Agreement, the Supplement and the Offering
      Memorandum relating to the initial sale of the Class A Certificates, the Class
      M
      Certificates and the Class B Certificates, and (ii) (A) the Transferee does
      hereby make the representations and warranties discussed or listed in Section
      16(c) of the Supplement and further represents, warrants and agrees for the
      benefit of the Seller and the Trust that statements (1) through (6) below are
      all true, and (B) the Transferor does hereby certify that
      it  reasonably believes that the following statements (1) through (6)
      concerning the Transferee are all true:

     

    
      	
               

            	
              1.

            	
              The
                Transferee is a qualified institutional buyer within the meaning
                of Rule
                144A under the Securities Act.

            


    

     

    
      	
               

            	
              2.

            	
              The
                Transferee is acquiring the [Class A-1 Certificates] [Class A-2
                Certificates] [Class M-1 Certificates] [Class M-2 Certificates] [Class
                B-1
                Certificates] [Class B-2 Certificates] for its own account or for an
                account that is a qualified institutional buyer within the meaning
                of
                Rule 144A under the Securities Act.  The Transferee and
                each such account is acquiring not less than the minimum denomination
                of
                the  [Class A-1 Certificates] [Class A-2 Certificates] [Class
                M-1 Certificates] [Class M-2 Certificates] [Class B-1 Certificates]
                [Class
                B-2 Certificates];

            


    

     

     

    
      
         

      

      
        G-1-1

        
          

        

      

      
         

      

    

     

     

    
      	
               

            	
              3.

            	
              The
                Transferee (and each such account) is not formed for the purpose
                of
                acquiring the [Class A-1 Certificates] [Class A-2 Certificates][Class
                M-1
                Certificates] [Class M-2 Certificates] [Class B-1 Certificates] [Class
                B-2
                Certificates];

            


    

     

    
      	
               

            	
              4.

            	
              The
                Transferee will notify future transferees of these transfer
                restrictions;

            


    

     

    
      	
               

            	
              5.

            	
              The
                Transferee is obtaining the [Class A-1 Certificates] [Class A-2
                Certificates] [Class M-1 Certificates] [Class M-2 Certificates] [Class
                B-1
                Certificates] [Class B-2 Certificates] in a transaction pursuant to
                Rule 144A; and

            


    

     

    
      	
               

            	
              6.

            	
              The
                Transferee is obtaining the [Class A-1 Certificates] [Class A-2
                Certificates] [Class M-1 Certificates] [Class M-2 Certificates] [Class
                B-1
                Certificates] [Class B-2 Certificates] in accordance with any
                applicable securities laws of any state of the United States or any
                other
                applicable jurisdiction.

            


    

     

    


    


    


    


    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

     

    


    
      
        
           

        

        
          G-1-2

          
            

          

        

        
           

        

      

    

    


    You,
      the
      Seller and the Trust 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 proceedings or official inquiry with respect to
      the
      matters covered hereby.

     

    

      
        	
                [Name
                  of Transferee]

              
	 
	 
	
                By:____________________________________________

              
	
                Name:

              
	
                Title:

              
	 
	 
	
                [Name
                  of Transferor]

              
	 
	 
	
                By:____________________________________________

              
	
                Name:

              
	
                Title:

              


      



    


    


    Dated:
      [·], [20 ·
      ]

     

    


    
      
        
           

        

        
          G-1-3

          
            

          

        

        
           

        

      

    

    


    ANNEX
      A

     

    The
      Transferor owns and proposes to transfer a beneficial interest in the
      following:

     

    
      	
              (i)

            	
              0

            	
              Class
                A-1 Regulation S Book-Entry Certificate, principal amount of $[·],

            
	 	 	 
	
              (ii)

            	
              0

            	
              Class
                A-2 Regulation S Book-Entry Certificate, principal amount of $[·],

            
	 	 	 
	
              (iii)

            	
              0

            	
              Class
                M-1 Regulation S Book-Entry Certificate, principal amount of $[·],

            
	 	 	 
	
              (iv)

            	
              0

            	
              Class
                M-2 Regulation S Book-Entry Certificate, principal amount of $[·],

            
	 	 	 
	
              (v)

            	
              0

            	
              Class
                B-1 Regulation S Book-Entry Certificate, principal amount of $[·],
                or

            
	 	 	 
	
              (vi)

            	
              0

            	
              Class
                B-2 Regulation S Book-Entry Certificate, principal amount of $[·].

            


    

     

     

    


    



    
      
        
           

        

        
          G-1-4

          
            

          

        

        
           

        

      

    

    



    EXHIBIT
      G-2

    


    Form
      of Class A, Class M and Class B Restricted Book-Entry
      Certificate

    to
      Regulation S Book-Entry Certificate Transfer Certificate

    


    (Transfer
      pursuant to subsection 16(b)(iii) of the Supplement)

    


    U.S.
      Bank
      National Association, as Trustee

    EP-MN-WS3D

    60
      Livingston Avenue

    St.
      Paul,
      MN  55107

     

    Attention:  [                        ]

     

    Reference
      is hereby made to the Series 2007-1 Supplement dated as of October
      [   ], 2007 (the “Supplement”) by and between Charming Shoppes
      Receivables Corp. (“Seller”), Spirit of America, Inc. (“Servicer”) and U.S. Bank
      National Association (as successor to First Union National Bank) (“Trustee”) to
      the Second Amended and Restated Pooling and Servicing Agreement, dated as of
      November 25, 1997 by and between the Seller, the Servicer and the Trustee (as
      amended, the “Agreement”).  Capitalized terms used but not defined
      herein are used as defined in the Supplement and if not in the Supplement then
      such terms shall have the meanings assigned to them in Regulation S
      (“Regulation S”) or Rule 144A (“Rule 144A”) under the United States
      Securities Act of 1933, as amended (the “Securities Act”).

     

    This
      letter relates to U.S.$[·] aggregate
      principal amount of [Class A-1] [Class A-2] [Class M-1] [Class M-2] [Class
      B-1]
      [Class B-2] Certificates which are held in the form of a Restricted Book-Entry
      Certificate (CUSIP No. [·]) with The
      Depository Trust Company in the name of [name of Transferor] (the “Transferor”)
      and is intended to facilitate the transfer of [Class A-1] [Class A-2] [Class
      M-1] [Class M-2] [Class B-1] [Class B-2] Certificates in exchange for an
      equivalent beneficial interest in a Regulation S Book-Entry Certificate in
      the
      name of [name of Transferee](the “Transferee”).

     

    In
      connection with such request the Transferee does hereby certify represent,
      warrant and agree for the benefit of the Trust and the Trustee that (1) at
      the
      time the buy order was originated, the Transferee was outside the United States,
      (2) the Transferee is not a U.S. Person, (3) the transfer from Transferor to
      Transferee is being made pursuant to Rule 903 or 904 under Regulation S and
      (4) the transfer is being effected in accordance with the transfer restrictions
      set forth in the Agreement and the Offering Memorandum relating to the initial
      sale of the Class A Certificates, the Class M Certificates and Class B
      Certificates.  The transferee further hereby makes the representations
      and warranties discussed or listed in Section 16(c) of the
      Supplement.

     

    


     

    


     

    


     

    


    
      
        
           

        

        
          G-2-1

          
            

          

        

        
           

        

      

    

    


    You,
      the
      Seller and the Trust 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 proceedings or official inquiry with respect to
      the
      matters covered hereby.

     

    
      	
              [Name
                of Transferee]

            
	 
	 
	
              By:__________________________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


     

    


     

    Dated:
      [·], [20 ·
      ].

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


    
      
        
           

        

        
          G-2-2

          
            

          

        

        
           

        

      

    

    


    ANNEX
      A

     

    The
      Transferor owns and proposes to transfer a beneficial interest in the following
      to the Transferee:

     

    
      	
              (i)

            	
              0

            	
              Class
                A-1 Rule 144A Restricted Book-Entry Certificate, principal amount
                of
                $[·],

            
	 	 	 
	
              (ii)

            	
              0

            	
              Class
                A-2 Rule 144A Restricted Book-Entry Certificate, principal amount
                of
                $[·],

            
	 	 	 
	
              (iii)

            	
              0

            	
              Class
                M-1 Rule 144A Restricted Book-Entry Certificate, principal amount
                of
                $[·],

            
	 	 	 
	
              (iv)

            	
              0

            	
              Class
                M-2 Rule 144A Restricted Book-Entry Certificate, principal amount
                of
                $[·],

            
	 	 	 
	
              (v)

            	
              0

            	
              Class
                B-1 Rule 144A Restricted Book-Entry Certificate, principal amount
                of
                $[·],
                or

            
	 	 	 
	
              (vi)

            	
              0

            	
              Class
                B-2 Rule 144A Restricted Book-Entry Certificate, principal amount
                of
                $[·].

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
          G-2-3

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      H-1

    


    Form
      of
      Interest Rate Swap Agreement

    


    [Attached]

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

     

    
      	 Barclays
              Bank PLC
	 5
              The North Colonnade
	 Canary
              Wharf
	 London
              E14 4BB
	 Tel
              +44 (0)20 7623 2323


    

     

     

     

    
      
        	
                DATE: 

              	 October
                17, 2007
	 
	TO: 	 U.S.
                Bank National Association, as Trustee of Charming Shoppes
                Master Trust
	ATTENTION: 	 Jacqueline
                K. Lee
	TELEPHONE: 	 (651)
                495-3845
	FACSIMILE: 	 (651)
                495-8089
	 	 
	FROM: 	 Barclays
                Bank PLC
	 	 
	SUBJECT: 	 Fixed
                Income Derivatives Confirmation
	 	 
	REFERENCE
                NUMBER: 	 1991473B


      

    

      


    The
      purpose of this long-form confirmation
      (“Confirmation”) is to
      confirm the terms and conditions of the Transaction entered into on the Trade
      Date specified below (the “Transaction”) between Barclays Bank
      PLC (“Party A”) and U.S. Bank National
      Association, as Trustee of Charming Shoppes Master
      Trust (“Party B”) created under the Pooling and Servicing
      Agreement, dated as of November 25, 1997, as amended (the “Pooling and
      Servicing Agreement”) among the Charming Shoppes Receivables Corp.,
      Spirit of America, Inc., as servicer (in such capacity, the
“Servicer”), and U.S. Bank National Association, as trustee
      (the “Trustee”), as supplemented from time to time prior to the
      date hereof, including by the Series 2007-1 Supplement to the Pooling and
      Servicing Agreement dated as of October 17, 2007 (the “Series
      Supplement”).  The Series Supplement and the Pooling and
      Servicing Agreement are collectively referred to herein as the “Base
      Agreement”.  This Confirmation evidences a complete and
      binding agreement between you and us to enter into the Transaction on the terms
      set forth below and replaces any previous agreement between us with respect
      to
      the subject matter hereof.  Item 2 of this Confirmation constitutes a
“Confirmation” as referred to in the ISDA Master Agreement
      (defined below); Item 3 of this Confirmation constitutes a
“Schedule” as referred to in the ISDA Master Agreement; and
      Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to the
      Schedule.

     

    
      	
              1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”), as if Party A and Party B had executed an
                agreement in such form on the date hereof, with a Schedule as set
                forth in
                Item 3 of this Confirmation, and an ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc., with Paragraph 13 thereof as set forth in Annex
                A
                hereto (the “Credit Support Annex”) and together with
                this Confirmation and the ISDA Master Agreement, the
                “Agreement”).  For the avoidance of doubt, the
                Transaction described herein shall be the sole Transaction governed
                by
                such ISDA Master Agreement.

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

     

    
      	
              Type
                of Transaction:

            	
              Interest
                Rate Swap

            
	
              Notional
                Amount:

            	
              An
                amount equal for each Calculation Period to (x) initially, USD
                153,800,000.00 and thereafter the outstanding principal amount of
                the
                Class A-1 Certificates (as defined in the Series Supplement) at the
                end of
                the first day of such Calculation Period, minus (y) the amount or
                amounts,
                as applicable, set forth for such period on Schedule I attached
                hereto.

            
	
              Trade
                Date:

            	
              October
                10, 2007

            
	
              Effective
                Date:

            	
              October
                17, 2007

            
	
              Termination
                Date:

            	
              The
                earlier of (i) September 15, 2017, subject to adjustment in accordance
                with the Following Business Day Convention, and (ii) the date on
                which the
                outstanding principal amount of the Class A-1 Certificates (as defined
                in
                the Series Supplement) is reduced to zero, subject to early termination
                in
                accordance with the terms of the Agreement.  In accordance with
                the Series Supplement, the Class A Expected Final Payment Date is
                November
                15, 2012 subject to adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Amounts:

            	 
	
              Fixed
                Rate Payer:

            	
              Party
                B

            
	
              Fixed
                Rate Payer

              Period
                End Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Rate Payer

              Payment
                Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Rate:

            	
              5.056%

            
	
              Fixed
                Rate Day

              Count
                Fraction:

            	
               

              Actual/360

            
	
              Floating
                Amounts:

            	 
	
              Floating
                Rate Payer:

            	
              Party
                A

            
	
              Floating
                Rate Payer

              Period
                End Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention..

            
	
              Floating
                Rate Payer

              Payment
                Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Floating
                Rate
                Option:

            	
              USD-LIBOR-BBA

            
	
              Designated
                Maturity:

            	
              One
                month

            
	
              Floating
                Rate Day

              Count
                Fraction:

            	
               

              Actual/360

            
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	
              Compounding:

            	
              Inapplicable

            
	
              Business
                Days:

            	
              New
                York, Philadelphia and Milford, Ohio

            
	
              Business
                Day
                Convention:

            	
              Following

            
	
              Calculation
                Agent:

            	
              Party
                A

            
	
              Account
                Details and Settlement Information:

            	 
	
              Payments
                to Party
                A:

            	
              Correspondent:
                BARCLAYS BANK PLC NEW YORK

              FEED:
                026002574

              Beneficiary:  BARCLAYS
                SWAPS

              Beneficiary
                Account: 050-01922-8

            
	
              Payments
                to Party
                B:

            	
              U.S.
                Bank National Association

              ABA
                Number:  091000022

              Account
                Number:  1731-0332-2058

              Reference:  Charming
                Shoppes/2576000052 (2007-1 Hedge)

              Beneficiary
                Name:  US Bank Structured Fin

              Attn:  Jacque
                Lee

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              3.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

     

    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

     

    
      	
               

            	
              For
                the purposes of this Agreement:-

            


    

     

    
      	
              (a)

            	
              “Specified
                Entity” will not apply to Party A or Party B for any
                purpose.

            


    

     

    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

     

    
      	
              (c)

            	
              Events
                of Default.

            


    

     

    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

     

    
      	
               

            	
              (i)

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party
                B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party B; provided, however,
                that  notwithstanding anything to the contrary in Section
                5(a)(ii), any failure by Party A to comply with or perform any obligation
                to be complied with or performed by Party A under the Credit Support
                Annex
                shall not constitute an Event of Default under Section 5(a)(ii) unless
                (A)
                a Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days, (B) an S&P Required Ratings
                Downgrade Event has occurred and been continuing for 10 or more Local
                Business Days, (C) a Fitch Required Ratings Downgrade Event has occurred
                and been continuing for 30 or more days, or (D) a DBRS Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more
                days.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support Annex; provided,
                however, that notwithstanding anything to the contrary in Section
                5(a)(iii)(1), any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(iii) unless (A) a Moody’s Second Trigger Downgrade Event has occurred
                and been continuing for 30 or more Local Business Days, (B) an S&P
                Required Ratings Downgrade Event has occurred and been continuing
                for 10
                or more Local Business Days, (C) a Fitch Required Ratings Downgrade
                Event
                has occurred and been continuing for 30 or more days, or (D) a DBRS
                Required Ratings Downgrade Event has occurred and been continuing
                for 30
                or more days.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (v)

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (vi)

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

     

    “Specified
      Indebtedness” will have the meaning specified in Section 14, except
      that such term shall not include obligations in respect of deposits received
      in
      the ordinary course of Party A’s banking business.

     

    “Threshold
      Amount” means with respect to Party A an amount equal to three percent
      (3%) of the Shareholders’ Equity of Party A or, if applicable, a guarantor under
      an Eligible Guarantee with credit ratings at least equal to the S&P Required
      Ratings Threshold, the Moody’s Second Trigger Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Shareholders’
      Equity” means with respect to an entity, at any time, such party’s
      shareholders’ equity (on a consolidated basis) determined in accordance with
      generally accepted accounting principles in such party’s jurisdiction of
      incorporation or organization as at the end of such party’s most recently
      completed fiscal year.

     

    
      	
               

            	
              (vii)

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Base Agreement, (C) Section 5(a)(vii)(4) shall not apply to
                a
                proceeding instituted, or a petition presented, by Party A or any
                of its
                Affiliates (notwithstanding anything to the contrary in this Agreement,
                for purposes of Section 5(a)(vii)(4), Affiliate shall have the meaning
                set
                forth in Section 14 of the ISDA Master Agreement), (D) Section
                5(a)(vii)(6) shall not apply to any appointment that is effected
                by or
                pursuant to the Base Agreement, or any appointment to which Party
                B has
                not yet become subject; (E) Section 5(a)(vii) (7) shall not apply;
                (F)
                Section 5(a)(vii)(8) shall apply only to the extent of any event
                which has
                an effect analogous to any of the events specified in clauses (1),
                (3),
                (4), (5) or (6) of Section 5(a)(vii), in each case as modified in
                this
                Part 1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

     

    
      	
               

            	
              (viii)

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will  not apply to Party
                B.

            


    

     

    
      	
              (d)

            	
              Termination
                Events.

            


    

     

    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

     

    
      	
               

            	
              (i)

            	
              The
                “Illegality” provisions of Section 5(b)(i) will apply to
                Party A and will apply to Party B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A except that, for purposes of the application of Section 5(b)(ii)
                to Party A, Section 5(b)(ii) is hereby amended by deleting the words
“(x)
                any action taken by a taxing authority, or brought in a court of
                competent
                jurisdiction, on or after the date on which a Transaction is entered
                into
                (regardless of whether such action is taken or brought with respect
                to a
                party to this Agreement) or (y)”, and the “Tax Event”
                provisions of Section 5(b)(ii) will apply to Party
                B.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (f)

            	
              Payments
                on Early Termination.  For the purpose of Section 6(e)
                of this Agreement:

            


    

     

    
      	
               

            	
              (i)

            	
              Market
                Quotation will apply, provided, however, that, in the event of a
                Derivative Provider Trigger Event, the following provisions will
                apply:

            


    

     

    
      	
               

            	
              (A)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

     

    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, a Firm Offer which is (1) made by a Reference Market-maker that
      is
      an Eligible Replacement, (2) for an amount that would be paid to Party B
      (expressed as a negative number) or by Party B (expressed as a positive number)
      in consideration of an agreement between Party B and such Reference Market-maker
      to enter into a Replacement Transaction, and (3) made on the basis that Unpaid
      Amounts in respect of the Terminated Transaction or group of Transactions are
      to
      be excluded but, without limitation, any payment or delivery that would, but
      for
      the relevant Early Termination Date, have been required (assuming satisfaction
      of each applicable condition precedent) after that Early Termination Date is
      to
      be included.

     

    
      	
               

            	
              (B)

            	
              The
                definition of Settlement Amount shall be deleted in its entirety
                and
                replaced with the following:

            


    

     

    “Settlement
      Amount” means, with respect to any Early Termination Date, an
      amount (as determined by Party B) equal to:

     

    
      	
               

            	
              (a)

            	
              if,
                on or prior to such Early Termination Date, a Market Quotation for
                the
                relevant Terminated Transaction or group of Terminated Transactions
                is
                accepted by Party B so as to become legally binding, the Termination
                Currency Equivalent of the amount (whether positive or negative)
                of such
                Market Quotation;

            


    

     

    
      	
               

            	
              (b)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions has been
                accepted by Party B so as to become legally binding and one or more
                Market
                Quotations from Approved Replacements have been communicated to Party
                B
                and remain capable of becoming legally binding upon acceptance by
                Party B,
                the Termination Currency Equivalent of the amount (whether positive
                or
                negative) of the lowest of such Market Quotations (for the avoidance
                of
                doubt, (i) a Market Quotation expressed as a negative number is lower
                than
                a Market Quotation expressed as a positive number and (ii) the lower
                of
                two Market Quotations expressed as negative numbers is the one with
                the
                largest absolute value); or

            


    

     

    
      	
               

            	
              (c)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions is accepted
                by
                Party B so as to become legally binding and no Market Quotation from
                an
                Approved Replacement has been communicated to Party B and remains
                capable
                of becoming legally binding upon acceptance by Party B, Party B’s Loss
                (whether positive or negative and without reference to any Unpaid
                Amounts)
                for the relevant Terminated Transaction or group of Terminated
                Transactions.”

            


    

     

    
      	
               

            	
              (C)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do so before the Early Termination
                Date.

            


    

     

    
      	
               

            	
              (D)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

     

    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (II) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that (x) the amounts payable under the immediately
      preceding clauses (II) and (III) shall be subject to netting in accordance
      with
      Section 2(c) of this Agreement and (y) notwithstanding any other provision
      of
      this Agreement, any amount payable by Party A under the immediately preceding
      clause (III) shall not be netted against any amount payable by Party B under
      the
      immediately preceding clause (I).”

     

    
      	
               

            	
              (E)

            	
              At
                any time on or before the Early Termination Date at which two or
                more
                Market Quotations from Approved Replacements have been communicated
                to
                Party B and remain capable of becoming legally binding upon acceptance
                by
                Party B, Party B shall be entitled to accept only the lowest of such
                Market Quotations (for the avoidance of doubt, (i) a Market Quotation
                expressed as a negative number is lower than a Market Quotation expressed
                as a positive number and (ii) the lower of two Market Quotations
                expressed
                as negative numbers is the one with the largest absolute
                value).

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                Second Method will apply.

            


    

     

    
      	
              (g)

            	
              “Termination
                Currency” means USD.

            


    

     

    
      	
              (h)

            	
              Additional
                Termination Events.  Additional Termination Events will
                apply as provided in Part 5(c).

            


    

     

    
      	
              (i)

            	
              Additional
                Amounts Upon Certain Partial
                Terminations

            


    

     

    (i)           Capitalized
      terms used but not otherwise defined in this Part 1(i) have the meanings
      assigned thereto in the Series Supplement.  In addition, the following
      terms have the meanings set forth below:

     

    
      	 	
              “Available
                Reserve Funds” means funds on deposit in the Hedge Reserve Account, other
                than interest and other investment
                income.

            


    

     

    
      	 	
               “Prefunding
                Reduction” means a principal payment made on the Class A-1 Certificates as
                a result of the release of funds from the Pre-Funding Account on
                the Lane
                Bryant Portfolio Distribution Date pursuant to Section 4.19(b) of
                the
                Series Supplement.

            


    

     

    
      	 	
              “Hedge
                Reserve Account” means a segregated trust account maintained by the
                Trustee at the Trustee in the name of the Trustee, for the benefit
                of
                Party A as counterparty under each of the Interest Rate Hedge
                Agreements.

            


    

     

    (ii)           If
      the Notional Amount is reduced on any date as a result of a Prefunding
      Reduction, the parties hereto shall treat the portion of such reduction (without
      duplication) as terminated on such date (a “Terminated
      Transaction”).  Party A shall calculate the Market Quotation for the
      Terminated Transaction as set forth below.

     

    “Market
      Quotation” means, with respect to a Terminated Transaction, an amount determined
      on the basis of quotations from Reference Market-makers.  Each
      quotation will be for an amount, if any, that would be paid to Party A
      (expressed as a negative number) or by Party A (expressed as a positive number)
      in consideration of an agreement between Party A and the quoting Reference
      Market-maker to enter into such Terminated Transaction (with the same fixed
      and
      floating payment rates and remaining term as this Transaction) on the relevant
      Payment Date.  Party A will request each Reference Market-maker to
      provide its quotation to the extent reasonably practicable as of the same day
      and time (without regard to different time zones) on or as soon as reasonably
      practicable prior to the relevant Payment Date.  The day and time as
      of which those quotations are to be obtained will be selected in good faith
      by
      Party A.  If more than three quotations are provided, the Market
      Quotation will be the arithmetic mean of the quotations, without regard to
      the
      quotations having the highest and lowest values.  If exactly three
      such quotations are provided,  the Market Quotation will be the
      quotation remaining after disregarding the highest and lowest
      quotations.  For this purpose, if more than one quotation has the same
      highest value or lowest value, then one of such quotations shall be
      disregarded.  If fewer than three quotations are provided, Party A
      will determine the Market Quotation in good faith.  Notwithstanding
      the foregoing, Party A shall be the sole Reference Market-maker
      unless:  (a) the reduction in the aggregate Notional Amounts of the
      Transactions between Party A and Party B being terminated at the same time
      is
      equal to or greater than $50 million, and (b) the Servicer or the Trustee
      requests that quotations from Reference Market-makers other than Party A are
      utilized.

     

    If
      the
      amount so determined by Party A in respect of a Terminated Transaction is
      positive, Party B shall owe such amount to Party A, which shall be payable
      (with
      interest thereon accruing from such Payment Date and calculated at the Fixed
      Rate) on the next Payment Date to the extent provided in the Series
      Supplement.  If such amount is negative, Party A shall pay such amount
      to Party B on the next Local Business Day.

     

    (iii)           The
      amount payable by Party B under clause (ii) of this Part 1(i), if any, shall
      be
      paid from the following sources:

     

    first,
      funds available for that purpose under Section 4.11(t) of the Series
      Supplement,

     

    second,
      Available Reserve Funds in the Hedge Reserve Account, and

     

    third,
      funds that would otherwise be released on such date to the holder of the
      Exchangeable Seller Certificate from the Funding Period Reserve
      Account.

     

    (iv)           Party
      B’s obligation to deposit funds to the Hedge Reserve Account shall be limited
      to
      the extent that funds are available for such purpose under Section 4.11(t)
      of
      the Series Supplement, and failure to make such deposit due to such funds not
      being available shall not constitute an Event of Default.  Funds held
      in the Hedge Reserve Account shall be used solely to fund Party B’s obligations
      under clause (ii) of this Part 1(i) in respect of a Terminated Transaction,
      and
      may not be used for any other purpose.

     

    (v)           Funds
      on deposit in the Hedge Reserve Account (after giving effect to any withdrawals
      from the Hedge Reserve Account) shall be invested by the Trustee at the
      direction of the Servicer in Permitted Investments maturing no later than the
      following Distribution Date.  The interest and other investment income
      (net of investment expenses and losses) earned on such investments shall be
      withdrawn from the Hedge Reserve Account and transferred to the holder of the
      Exchangeable Seller Certificate on each Distribution Date, provided that any
      other deposit to, or withdrawal from, such account required to be made on such
      date has occurred.

     

    (vi)           The
      Hedge Reserve Account shall be terminated following the earlier to occur of
      (a)
      the completion of the acquisition of the Lane Bryant Portfolio by the Originator
      or (b) the payment in full of any amounts due under Part 1(i)
      hereof.  

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                2.

            	
              Tax
                Matters.

            


    

     

    
      	
              (a)

            	
              Tax
                Representations.

            


    

     

    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (ii)

            	
              Payee
                Representations.  For the purpose of Section 3(f) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    None.

     

    
      	
              (b)

            	
              Tax
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Indemnifiable
                Tax.  Notwithstanding the definition of “Indemnifiable
                Tax” in Section 14 of this Agreement, all Taxes in relation to payments
                by
                Party A shall be Indemnifiable Taxes unless (i) such Taxes are assessed
                directly against Party B and not by deduction or withholding by Party
                A or
                (ii) arise as a result of a Change in Tax Law (in which case such
                Tax
                shall be an Indemnifiable Tax only if such Tax satisfies the definition
                of
                Indemnifiable Tax provided in Section 14).  In relation to
                payments by Party B, no Tax shall be an Indemnifiable Tax, unless
                the Tax
                is due to a Change in Tax Law and otherwise satisfies the definition
                of
                Indemnifiable Tax provided in Section
                14.

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                3.

            	
              Agreement
                to Deliver Documents.

            


    

     

    
      	
              (a)

            	
              For
                the purpose of Section 4(a)(i), tax forms, documents, or certificates
                to
                be delivered are:

            


    

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            
	
              Party
                A and Party B

            	
              Any
                form or document required or reasonably requested to allow the other
                party
                to make payments under the Agreement without any deduction or withholding
                for or on account of any Tax, or with such deduction or withholding
                at a
                reduced rate.

            	
              Promptly
                upon reasonable demand by the other
                party.

            


    

    


    
      	
              (b)

            	
              For
                the purpose of Section 4(a)(ii), other documents to be delivered
                are:

            


    

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            	
              Covered
                by Section 3(d) Representation

            
	
              Party
                A and

              Party
                B

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A and

              Party
                B

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A

            	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

            	
              Promptly
                upon request after becoming publicly available

            	
              Yes

            
	
              Party
                A

            	
              Opinions
                of counsel to Party A substantially in the form of Exhibit A to this
                Confirmation

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                opinion of counsel to Party B reasonably satisfactory to Party
                A.

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                executed copy of the Base Agreement

            	
              Within
                30 days after the date of this Agreement.

            	
              No

            


    

    


    
      	
               

            	
              Part
                4.  Miscellaneous.

            


    

     

    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of
                this Agreement:

            


    

     

    
      	
               

            	
              Address
                for notices or communications to Party
                A:

            


    

     

    
      	
              Address:

            	
              5
                The North Colonnade

            
	 	
              Canary
                Wharf

            
	 	
              London
                E14 4BB

            
	
              Facsimile:

            	
              44(20)
                777 36461

            
	
              Phone:

            	
              44(20)
                777 36810

            


    

    


    (For
      all
      purposes)

     

    
      	
               

            	
              Address
                for notices or communications to Party
                B:

            


    

     

    
      	
              Address:

            	
              EP—MN—WS3D

            
	 	
              60
                Livingston Street

            
	 	
              St.
                Paul, MN 55107

            
	
              Attention:

            	
              Structured
                Finance—Charming Shoppes 2007-1

            
	
              Facsimile:

            	
              (651)
                495-3890

            
	
              Phone:

            	
              (651)
                495-3880

            


    

    


    (For
      all
      purposes)

    


    
      	
              (b)

            	
              Process
                Agent.  For the purpose of Section
                13(c):

            


    

     

    Party
      A
      appoints as its Process Agent:  Not applicable.

     

    Party
      B
      appoints as its Process Agent:  Not applicable.

     

    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this
                Agreement.

            


    

     

    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

     

    
      	
               

            	
              Party
                A is a Multibranch Party and may act through its London and New York
                Offices.

            


    

     

    
      	
               

            	
              Party
                B is not a Multibranch Party.

            


    

     

    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party A; provided,
                however, that if an Event of Default shall have occurred with respect
                to
                Party A, Party B shall have the right to appoint as Calculation Agent
                a
                financial institution which would qualify as a Reference Market-maker,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A.

            


    

     

    
      	
              (f)

            	
              Credit
                Support Document.

            


    

     

    
      	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              The
                Credit Support Annex, solely in respect of Party B’s obligations under
                Paragraph 3(b) of the Credit Support
                Annex.

            


    

     

    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

     

    
      	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              None.

            


    

     

    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

     

    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

     

    
      	
              (j)

            	
              Affiliate.  “Affiliate”
                shall have the meaning assigned thereto in Section 14; provided,
                however,
                that Party B shall be deemed to have no Affiliates for purposes of
                this
                Agreement, including for purposes of Section
                6(b)(ii).

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

     

    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2000 ISDA
                Definitions as published and copyrighted in 2000 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Base
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Base
      Agreement) or to a “Section” “of this Agreement” will be construed as a
      reference to a Section of the ISDA Master Agreement; each herein reference
      to a
“Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    
      	
              (b)

            	
              Amendments
                to ISDA Master Agreement.

            


    

     

    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

     

    
      	
               

            	
              (ii)

            	
              Change
                of Account.  Section 2(b) is hereby amended by the
                addition of the following after the word “delivery” in the first line
                thereof: “to another account in the same legal and tax jurisdiction as the
                original account”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

     

    “(g)           Relationship
      Between Parties.

     

    
      	
               

            	
              (1)

            	
              Non-Reliance.  It
                is acting for its own account, and it has made its own independent
                decisions to enter into that Transaction and as to whether that
                Transaction is appropriate or proper for it based upon its own judgment
                and upon advice from such advisors as it has deemed
                necessary.  It is not relying on any communication (written or
                oral) of the other party as investment advice or as a recommendation
                to
                enter into that Transaction, it being understood that information
                and
                explanations related to the terms and conditions of a Transaction
                will not
                be considered investment advice or a recommendation to enter into
                that
                Transaction.  No communication (written or oral) received from
                the other party will be deemed to be an assurance or guarantee as
                to the
                expected results of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Assessment
                and Understanding.  It is capable of assessing the
                merits of and understanding (on its own behalf or through independent
                professional advice), and understands and accepts, the terms, conditions
                and risks of that Transaction.  It is also capable of assuming,
                and assumes, the risks of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

     

    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as
                fiduciary for or advisor to it in respect of the
                Transaction.

            


    

     

    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible contract
                participant” as defined in Section 1a(12) of the Commodity Exchange Act,
                as amended.”

            


    

     

    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended by (i) deleting the words “or if a Tax Event Upon Merger occurs
                and the Burdened Party is the Affected Party,” and (ii) by deleting the
                words “to transfer” and inserting the words “to effect a Permitted
                Transfer” in lieu thereof.

            


    

     

    
      	
               

            	
              (vi)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

     

    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

     

    
      	
               

            	
              (i)

            	
              First
                Rating Trigger Collateral.If Party A has failed to comply with or
                perform any obligation to be complied with or performed by Party
                A in
                accordance with the Credit Support Annex and such failure has not
                given
                rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii),
                then an Additional Termination Event shall have occurred with respect
                to
                Party A and Party A shall be the sole Affected Party with respect
                to such
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (ii)

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and at least one Eligible Replacement
                has made a Firm Offer that would, assuming the occurrence of an Early
                Termination Date, qualify as a Market Quotation (on the basis that
                paragraphs (i) and (ii) of Part 1(f) (Payments on Early Termination)
                apply) and which remains capable of becoming legally binding upon
                acceptance.

            


    

     

    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and been continuing
                for 60 or more calendar days.

            


    

     

    
      	
               

            	
              (C)

            	
              A
                Fitch Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more calendar days.

            


    

     

    
      	
               

            	
              (D)

            	
              A
                DBRS Required Ratings Downgrade Event has occurred and been continuing
                for
                30 or more calendar days.

            


    

     

    
      	
               

            	
              (iii)

            	
              Amendment
                of Base Agreement.  If, without the prior written
                consent of Party A where such consent is required under the Base
                Agreement, an amendment is made to the Base Agreement which amendment
                could reasonably be expected to have a material adverse effect on
                the
                interests of Party A (excluding, for the avoidance of doubt, any
                amendment
                to the Base Agreement that is entered into solely for the purpose
                of
                appointing a successor servicer, master servicer, securities
                administrator, trustee or other service provider) under this Agreement,
                an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (iv)

            	
              Termination
                of Trust.  If, the Trust is terminated pursuant to the
                Base Agreement and all rated certificates or notes, as applicable,
                have
                been paid in accordance with the terms of the Base Agreement, an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (v)

            	
              Securitization
                Unwind. If a
                Securitization Unwind (as hereinafter defined) occurs, an Additional
                Termination Event shall have occurred with respect to Party B and
                Party B
                shall be the sole Affected Party with respect to such Additional
                Termination Event; provided, however, that notwithstanding Section
                6(b)(iv) of this Agreement, both Party A and Party B shall have the
                right
                to designate an Early Termination Date in respect of this Additional
                Termination Event.  The Early Termination Date in respect of
                such Additional Termination Event shall be not earlier than the latest
                possible date that the amount of a termination payment may be submitted
                to
                a party exercising a clean-up call in order to be included in the
                clean-up
                call price.  As used herein, “Securitization
                Unwind” means notice of the requisite amount of a party’s
                intention to exercise its option to purchase the underlying credit
                card
                receivables pursuant the Base Agreement is given by the Trustee to
                certificateholders or noteholders, as applicable, pursuant to the
                Base
                Agreement.

            


    

     

    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  In the event that no Relevant
                Entity has credit ratings at least equal to the Required Ratings
                Threshold
                of each relevant Rating Agency (such event, a “Required Ratings
                Downgrade Event”), then Party A shall, as soon as reasonably
                practicable and so long as a Required Ratings Downgrade Event is
                in
                effect, at its own expense, use commercially reasonable efforts to
                procure
                either (A) a Permitted Transfer or (B) an Eligible
                Guarantee.

            


    

     

    
      	
              (e)

            	
              Transfers.

            


    

     

    
      	
               

            	
              (i)

            	
              Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    “Subject
      to Section 6(b)(ii), neither Party A nor Party B is permitted to assign, novate
      or transfer (whether by way of security or otherwise) as a whole or in part
      any
      of its rights, obligations or interests under the Agreement or any Transaction
      without (a) the prior written consent of the other party and (b) satisfaction
      of
      the Rating Agency Condition, except that:

     

    
      	
               

            	
              (a)

            	
              a
                party may make such a transfer of this Agreement pursuant to a
                consolidation or amalgamation with, or merger with or into, or transfer
                of
                all or substantially all its assets to, another entity (but without
                prejudice to any other right or remedy under this
                Agreement);

            


    

     

    
      	
               

            	
              (b)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section 6(e);
                and

            


    

     

    
      	
               

            	
              (c)

            	
              Party
                A may transfer or assign this Agreement to any Person, including,
                without
                limitation, another of Party A’s offices, branches or affiliates (any such
                Person, office, branch or affiliate, a “Transferee”) on
                at least five Business Days’ prior written notice to Party B and the
                Trustee;  provided that, with respect to this clause (c), (A) as
                of the date of such transfer the Transferee will not be required
                to
                withhold or deduct on account of a Tax from any payments under this
                Agreement unless the Transferee will be required to make payments
                of
                additional amounts pursuant to Section 2(d)(i)(4) of this Agreement
                in
                respect of such Tax (B) a Termination Event or Event of Default does
                not
                occur under this Agreement as a result of such transfer; (C) such
                notice
                is accompanied by a written instrument pursuant to which the Transferee
                acquires and assumes the rights and obligations of Party A so transferred;
                (D) Party A will be responsible for any costs or expenses incurred
                in
                connection with such transfer and (E) Party A obtains in respect
                of such
                transfer a written acknowledgement of satisfaction of the Rating
                Agency
                Condition (except for Moody’s).  Party B will execute such
                documentation as is reasonably deemed necessary by Party A for the
                effectuation of any such transfer.”

            


    

     

    
      	
               

            	
               (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such
                transfer.

            


    

     

    
      	
              (f)

            	
              Non-Recourse.  Party
                A acknowledges and agree that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Trust and
                the proceeds thereof, in accordance with the priority of payments
                and
                other terms of the Base Agreement and that Party A will not have
                any
                recourse to any of the directors, officers, employees, shareholders
                or
                affiliates of the Party B with respect to any claims, losses, damages,
                liabilities, indemnities or other obligations in connection with
                any
                transactions contemplated hereby. In the event that the Trust and
                the
                proceeds thereof should be insufficient to satisfy all claims outstanding
                and following the realization of the account held by the Trust and
                the
                proceeds thereof, any claims against or obligations of Party B under
                the
                ISDA Master Agreement or any other confirmation thereunder still
                outstanding shall be extinguished and thereafter not
                revive.  The Trustee shall not have liability for any failure or
                delay in making a payment hereunder to Party A due to any failure
                or delay
                in receiving amounts in the account held by the Trust from the Trust
                created pursuant to the Base Agreement.  This provision will
                survive the termination of this
                Agreement.

            


    

     

    
      	
              (g)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating Agency has been given prior written notice of such designation
                or transfer.

            


    

     

    
      	
              (h)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”.

            


    

     

    
      	
              (i)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same and such amendment satisfies the Rating
                Agency
                Condition with respect to S&P, Fitch and
                DBRS.

            


    

     

    
      	
              (j)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(j) shall
                not
                constitute an Event of Default or a Termination Event.  With
                respect to Party B, delivery of such notice shall not be required
                unless a
                Responsible Officer (as defined in the Base Agreement) has written
                notice
                or actual knowledge of such event or
                condition.

            


    

     

    
      	
              (k)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Trust, or the trust formed pursuant to the Base Agreement,
                in any
                bankruptcy, reorganization, arrangement, insolvency or liquidation
                proceedings or other proceedings under any federal or state bankruptcy
                or
                similar law for a period of one year (or, if longer, the applicable
                preference period) and one day following payment in full of the
                Certificates and any Notes; provided, however, that nothing will
                preclude,
                or be deemed to stop, Party A (i) from taking any action prior to
                the
                expiration of the aforementioned one year and one day period, or
                if longer
                the applicable preference period then in effect, in (A) any case
                or
                proceeding voluntarily filed or commenced by Party B or (B) any
                involuntary insolvency proceeding filed or commenced by a Person
                other
                than Party A, or (ii) from commencing against Party B or any of the
                Collateral any legal action which is not a bankruptcy, reorganization,
                arrangement, insolvency, moratorium, liquidation or similar
                proceeding.  This provision will survive the termination of this
                Agreement.

            


    

     

    
      	
              (l)

            	
              It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed by U.S. Bank National Association (“U.S. Bank”) not
                in its individual capacity, but solely as Trustee of the Charming
                Shoppes
                Master Trust created pursuant to the Base Agreement in the exercise
                of the
                powers and authority conferred and invested in it thereunder; (b)
                U.S.
                Bank has been directed pursuant to the Agreement to enter into this
                Agreement and to perform its obligations hereunder; (c) each of the
                representations, undertakings and agreements herein made on behalf
                of the
                Trust is made and intended not as personal representations of U.S.
                Bank
                but is made and intended for the purpose of binding only Charming
                Shoppes
                Master Trust; and (d) under no circumstances shall U.S. Bank in its
                individual capacity be personally liable for any payments hereunder
                or for
                the breach or failure of any obligation, representation, warranty
                or
                covenant made or undertaken under this
                Agreement.

            


    

     

    
      	
              (m)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

     

    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

     

    
      	
              (n)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (o)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any in respect of any suit, action
                or
                proceeding relating to this Agreement or any Credit Support
                Document.

            


    

     

    
      	
              (p)

            	
              Regarding
                Party A.  Party B acknowledges and agrees that Party A,
                in its capacity as swap provider, has had and will have no involvement
                in
                and, accordingly Party A accepts no responsibility for:  (i) the
                establishment, structure, or choice of assets of Party B; (ii) the
                selection of any person performing services for or acting on behalf
                of
                Party B; (iii) the selection of Party A as the Counterparty; (iv)
                the
                terms of the Certificates; (v) the preparation of or passing on the
                disclosure and other information (other than disclosure and information
                furnished by Party A) contained in any offering circular for the
                Certificates, the Base Agreement, or any other agreements or documents
                used by Party B or any other party in connection with the marketing
                and
                sale of the Certificates; (vi) the ongoing operations and administration
                of Party B, including the furnishing of any information to Party
                B which
                is not specifically required under this Agreement; or (vii) any other
                aspect of Party B’s existence.

            


    

     

    
      	
              (q)

            	
              Rating
                Agency Requirements.   Notwithstanding anything to
                the contrary herein, to the extent any Rating Agency does not assign
                a
                rating to the notes or certificates, as applicable, issued pursuant
                to the
                Base Agreement, references to the requirements of such Rating Agency
                herein shall be ignored for purposes of this
                Agreement.

            


    

     

    
      	
              (r)

            	
              Transfer
                or Restructuring to Avoid Termination Event.  Section
                6(b)(ii) of the Agreement shall be amended in its entirety to read
                as
                follows: If either an Illegality under Section 5(b)(i)(1), a Tax
                Event
                occurs and there is only one Affected Party, or if a Tax Event Upon
                Merger
                occurs and the Burdened Party is the Affected Party, the Affected
                Party
                will, as a condition to its right to designate an Early Termination
                Date
                under Section 6(b)(iv), within 20 days after it gives notice under
                Section
                6(b)(i), use all reasonable efforts (which will not require such
                party to
                incur a loss, excluding immaterial, incidental expenses) to
                (A)  transfer all its rights and obligations under this
                Agreement in respect of the Affected Transactions to another of its
                Offices or Affiliates so that such Termination Event ceases to exist
                or
                (B) replace the Affected Transaction(s) with one or more economically
                equivalent transactions so that such Termination Event ceases to
                exist.

            


    

     

    
      	
               

            	
              If
                the Affected Party is not able to cause such a transfer or restructuring
                it will give notice to the other party to that effect within such
                20 day
                period, whereupon the other party may effect such a transfer or cause
                such
                a restructuring within 30 days after the notice is given under Section
                6(b)(i).

            


    

     

    
      	
               

            	
              Any
                transfer by a party under this Section 6(b)(ii) will be subject to
                and
                conditional upon the prior written consent of the other party, which
                consent will not be withheld if such other party’s policies in effect at
                such time would permit it to enter into transactions with the transferee
                on the terms proposed.  Any restructuring by a party under this
                Section 6(b)(ii) will be subject to and conditional upon the satisfaction
                of the Rating Agency Condition and the prior written consent of the
                other
                party, which consent shall not unreasonably be
                withheld.

            


    

     

    
      	
              (s)

            	
              Additional
                Definitions.

            


    

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold, the Moody’s First Trigger Ratings Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      accordance with the Base Agreement) if such entity were a Transferee, as defined
      in the definition of Permitted Transfer.

     

    “DBRS”
      means Dominion Bond Rating Service, or any successor thereto.

     

    “DBRS
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “AA(low)” and a short-term
      unsecured and unsubordinated debt rating from DBRS of
“R-1(middle)”.

     

    “DBRS
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from DBRS at least equal to the DBRS Required Ratings
      Threshold.

     

    “DBRS
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “BBB”.

     

    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event (other than
      an
      Illegality or Tax Event) with respect to which Party A is the sole Affected
      Party or (iii) an Additional Termination Event with respect to which Party
      A is
      the sole Affected Party.

     

    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future obligations of Party A under this Agreement (or, solely
      for
      purposes of the definition of Eligible Replacement, all present and future
      obligations of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are subject to the Rating Agency Condition with
      respect to S&P, Fitch and DBRS, and either (A) a law firm has given a legal
      opinion confirming that none of the guarantor’s payments to Party B under such
      guarantee will be subject to deduction or Tax collected by withholding, or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to deduction or Tax collected by withholding, such
      guarantor is required to pay such additional amount as is necessary to ensure
      that the net amount actually received by Party B (free and clear of any Tax
      collected by withholding) will equal the full amount Party B would have received
      had no such deduction or withholding been required, or (C) in the event that
      any
      payment under such guarantee is made net of deduction or withholding for Tax,
      Party A is required, under Section 2(a)(i), to make such additional payment
      as
      is necessary to ensure that the net amount actually received by Party B from
      the
      guarantor will equal the full amount Party B would have received had no such
      deduction or withholding been required.

     

    “Eligible
      Replacement” means an entity (A) (I) (x) which has credit ratings from
      S&P at least equal to the S&P Required Ratings Threshold or (y) all
      present and future obligations of which entity owing to Party B under this
      Agreement (or its replacement, as applicable) are guaranteed pursuant to an
      Eligible Guarantee provided by a guarantor with credit ratings from S&P at
      least equal to the S&P Required Ratings Threshold, in either case if S&P
      is a Rating Agency, (II) (x) which has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
      future obligations of which entity owing to Party B under this Agreement (or
      its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency, (III) (x) which has credit ratings from Fitch at least equal to the
      applicable Fitch Approved Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Fitch at least equal to the
      Fitch Approved Ratings Threshold, in either case if Fitch is a Rating Agency,
      and (IV) (x) which has credit ratings from DBRS at least equal to the applicable
      DBRS Approved Ratings Threshold or (y) all present and future obligations of
      which entity owing to Party B under this Agreement (or its replacement, as
      applicable) are guaranteed pursuant to an Eligible Guarantee provided by a
      guarantor with credit ratings from DBRS at least equal to the DBRS Approved
      Ratings Threshold, in either case if DBRS is a Rating Agency, and (B) that
      has
      executed or agrees to execute a Regulation AB indemnification agreement, if
      applicable.

     

    
      	
               

            	 	
              “Financial
                Institution” means a bank, broker/dealer, insurance company,
                structured investment company or derivative product
                company.

            


    

     

    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

     

    “Fitch”
      means Fitch Ratings Ltd., or any successor thereto.

     

    “Fitch
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “A” and a short-term
      unsecured and unsubordinated debt rating from Fitch of “F1”.

     

    “Fitch
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Required Ratings
      Threshold.

     

    “Fitch
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “BBB-”.

     

    “Moody’s”
      means Moody’s Investors Service, Inc., or any successor thereto.

     

    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating or counterparty rating
      from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A1”.

     

    “Moody’s
      Second Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
      unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

     

    “Permitted
      Transfer” means a transfer by novation by Party A to a transferee
      (the “Transferee”) of all, but not less than all, of Party A’s
      rights, liabilities, duties and obligations under this Agreement, with respect
      to which transfer each of the following conditions is satisfied:  (a)
      the Transferee is an Eligible Replacement that is a recognized dealer in
      interest rate swaps; (b) as of the date of such transfer the Transferee would
      not be required to withhold or deduct on account of Tax from any payments under
      this Agreement or would be required to gross up for such Tax under Section
      2(d)(i)(4); (c) an Event of Default or Termination Event would not occur as
      a
      result of such transfer (d) pursuant to a written instrument (the “Transfer
      Agreement”); the Transferee acquires and assumes all rights and obligations of
      Party A under the Agreement and the relevant Transaction; (e) such Transfer
      Agreement is effective to transfer to the Transferee all, but not less than
      all,
      of Party A’s rights and obligations under the Agreement and all relevant
      Transactions; (f) Party A will be responsible for any costs or expenses incurred
      in connection with such transfer (including any replacement cost of entering
      into a replacement transaction); (g) Moody’s has been given prior written notice
      of such transfer and the Rating Agency Condition (other than with respect to
      Moody’s) is satisfied; and (h) such transfer otherwise complies with the terms
      of the Base Agreement.

     

    “Rating
      Agencies” means, with respect to any date of determination, each
      of  S&P, Moody’s, Fitch and DBRS, to the extent that each such
      rating agency is then providing a rating for any of the related notes or
      certificates, as applicable.

     

    “Rating
      Agency Condition” means, with respect to any particular proposed
      act or omission to act hereunder and each Rating Agency specified in connection
      with such proposed act or omission, that the party proposing such act or failure
      to act must consult with each of the specified Rating Agencies and receive
      from
      each such Rating Agency prior written confirmation that the proposed action
      or
      inaction would not cause a downgrade or withdrawal of the then-current rating
      of
      any Certificates or Notes.

     

    “Relevant
      Entity” means Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

     

    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (i) would have the effect of preserving for Party B the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, and (ii)
      has terms which are substantially the same as this Agreement, including, without
      limitation, rating triggers, Regulation AB compliance, and credit support
      documentation, save for the exclusion of provisions relating to Transactions
      that are not Terminated Transactions.

     

    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold.

     

    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold, the Moody’s Second Trigger Ratings Threshold, the Fitch Required
      Ratings Threshold and the DBRS Required Ratings Threshold.

     

    “S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc., or any successor thereto.

     

    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

     

    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

     

    “S&P
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, (I) if such
      entity is a Financial Institution, a short-term unsecured and unsubordinated
      debt rating of “A-2” from S&P, or, if such entity does not have a short-term
      unsecured and unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “BBB+” from S&P, or
      (II) if such entity is not a Financial Institution, a short-term unsecured
      and
      unsubordinated debt rating of “A-1” from S&P, or, if such entity does not
      have a short-term unsecured and unsubordinated debt rating from S&P, a
      long-term unsecured and unsubordinated debt rating or counterparty rating of
      “A+” from S&P.

     

    


     

    [Remainder
      of this page intentionally left blank.]

     

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    The
      time
      of dealing will be confirmed by Party A upon written
      request.  Barclays is regulated by the Financial Services
      Authority.  Barclays is acting for its own account in respect of this
      Transaction.

     

    Please
      confirm that the foregoing correctly sets forth all the terms and conditions
      of
      our agreement with respect to the Transaction by responding within three (3)
      Business Days by promptly signing in the space provided below and both (i)
      faxing the signed copy to Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global Operations, Fax
      +(44) 20-7773-6810/6857, Tel +(44) 20-7773-6901/6904/6965, and (ii) mailing
      the
      signed copy to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London
      E14 4BB, Attention of Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global
      Operation.  Your failure to respond within such period shall not
      affect the validity or enforceability of the Transaction against
      you.  This facsimile shall be the only documentation in respect of the
      Transaction and accordingly no hard copy versions of this Confirmation for
      this
      Transaction shall be provided unless Party B requests such a copy.

     

    


    
      	
              For
                and on behalf of

              BARCLAYS
                BANK PLC

            	
              For
                and on behalf of

              U.S.
                BANK NATIONAL ASSOCIATION, NOT

              IN  ITS
                INDIVIDUAL CAPACITY, BUT SOLELY

              AS
                TRUSTEE OF CHARMING SHOPPES

              MASTER
                TRUST

            
	
               

               

              Name:         /s/
                Shain Kalmanowitz      

              Title:           Authorized
                Signatory

              Date:

            	
               

               

              Name:         /s/
                Ta_____ Schulz-______

              Title:           Vice
                President

              Date:           10/17/07

               

            


    

    


    Barclays
      Bank PLC and its Affiliates, including Barclays Capital Inc., may share with
      each other information, including non-public credit information, concerning
      its
      clients and prospective clients.  If you do not want such information
      to be shared, you must write to the Director of Compliance, Barclays Bank PLC,
      200 Park Avenue, New York, NY 10166.

     

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
      I

     

    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount (USD)

            
	
              17-Oct-07

            	
              1-Nov-07

            	
              136,978,125.00

            
	
              1-Nov-07

            	
              15-Nov-07

            	
              27,635,937.50

            
	
              15-Nov-07

            	
              15-Dec-07

            	
              22,549,323.08

            
	
              15-Dec-07

            	
              15-Jan-08

            	
              17,462,708.65

            
	
              15-Jan-08

            	
              15-Feb-08

            	
              12,376,094.23

            
	
              15-Feb-08

            	
              15-Mar-08

            	
              8,410,937.98

            
	
              15-Mar-08

            	
              15-Apr-08

            	
              4,445,781.73

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

    


    



    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of  October 17, 2007  between

    Barclays
      Bank PLC (hereinafter referred to as “Party A” or
“Pledgor”)

    and

    U.S.
      Bank
      National Association, as Trustee of Charming Shoppes Master Trust

     (hereinafter
      referred to as “Party B” or “Secured
      Party”).

    


    This
      Annex supplements, forms part of, and is subject to, the above-referenced
      Agreement, is part of its Schedule and is a Credit Support Document under this
      Agreement with respect to each party.

    


    
      	
               

            	
              Paragraph
                13.  Elections and
                Variables.

            


    

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	
               

            	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
               

            	
              (A)

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation Date”,
                and

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greatest of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured
                Party,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Credit Support Amount for such Valuation
                Date exceeds (b) the Fitch Value, as of such Valuation Date, of all
                Posted
                Credit Support held by the Secured
                Party.”

            


    

     

    
      	
               

            	
              (B)

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the least of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation
                Date,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Value, as of such Valuation Date, of
                all
                Posted Credit Support held by the Secured Party exceeds (b) the Fitch
                Credit Support Amount for such Valuation
                Date.”

            


    

     

    
      	
               

            	
              (C)

            	
              “Credit
                Support Amount” shall not apply.  For purposes of
                calculating any Delivery Amount or Return Amount for any Valuation
                Date,
                reference shall be made to the S&P Credit Support Amount, the Moody’s
                Credit Support Amount, or the Fitch Credit Support Amount, in each
                case  for such Valuation Date, as provided in Paragraphs
                13(b)(i)(A) and 13(b)(i)(B), above.

            


    

     

    
      	
               

            	
              (ii)

            	
              Eligible
                Collateral.

            


    

     

    On
      any
      date, the following items will qualify as “Eligible
      Collateral” (for the avoidance of doubt, all Eligible Collateral
      to be denominated in USD):

     

    
      	
              Collateral

            	
              S&P
                Approved Ratings Valuation Percentage

            	
              S&P
                Required Ratings Valuation Percentage

            	
              Moody's
                First Trigger Valuation Percentage

            	
              Moody's
                Second Trigger Valuation Percentage

            	
              Fitch
                & DBRS Valuation Percentage

            
	
              (A)Cash

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            	
              100%

            
	 	 	 	 	 	 
	
              (B)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of not more than one
                year

            	
              98.9%

            	
              79.1%

            	
              100%

            	
              100%

            	
              97.5%

            
	 	 	 	 	 	 
	
              (C)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than one year but not more
                than
                ten years

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            	
              86.3%

            
	 	 	 	 	 	 
	
              (D)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than ten years

            	
              N/A

            	
              N/A

            	
              100%

            	
              87%

            	
              79%

            


    

    


     

    Notwithstanding
      the Valuation Percentages set forth in the preceding table, upon the first
      Transfer of Eligible Collateral under this Annex, the Pledgor may, at the
      Pledgor’s expense, agree the Valuation Percentages in relation to (B) through
      (D) above with the relevant rating agency (to the extent such rating agency
      is
      providing a rating for the Certificates), and upon such agreement (as evidenced
      in writing), such Valuation Percentages shall supersede those set forth in
      the
      preceding table.

     

    


    
      	
               

            	
              (iii)

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Such
      Other Eligible Support as the Pledgor may designate; provided, at the expense
      of
      the Pledgor, the prior written consent of the relevant rating agency (to the
      extent such rating agency is providing a rating for the Certificates) shall
      have
      been obtained.  For the avoidance of doubt, there are no items that
      qualify as Other Eligible Support as of the date of this Annex.

     

    
      	
               

            	
              (iv)

            	
              Threshold.

            


    

     

    
      	
               

            	
              (A)

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
               

            	
              (B)

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody's First Trigger Downgrade Event has occurred and
                is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing for at least 30 Local Business Days or since this Annex
                was
                executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Threshold Downgrade Event has occurred and is
      continuing and such S&P Approved Threshold Downgrade Event has been
      continuing for at least 10 Local Business Days or since this Annex was executed,
      zero; otherwise, infinity.

     

    “Fitch
      Threshold” means, with respect to Party A and any Valuation Date,
      if a Fitch Approved Threshold Downgrade Event has occurred and is continuing
      and
      such Fitch Approved Threshold Downgrade Event has been continuing for at least
      30 calendar days or since this Annex was executed, zero; otherwise,
      infinity

     

    
      	
               

            	 	
              “Threshold”
                means, with respect to Party B and any Valuation Date,
                infinity.

            


    

     

    
      	
               

            	
              (C)

            	
              “Minimum
                Transfer Amount” means USD 50,000; provided further, with
                respect to the Secured Party at any time when the Secured Party is
                a
                Defaulting Party, “Minimum Transfer Amount”
                means zero.

            


    

     

    
      	
               

            	
              (D)

            	
              Rounding:  The
                Delivery Amount will be rounded up and the Return Amount will be
                rounded
                down to the nearest integral multiple of USD
                1000.

            


    

     

    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

     

    
      	
               

            	
              (i)

            	
              “Valuation
                Agent” means Party A.  The Valuation Agent’s
                calculations shall be made in accordance with standard market practices
                using commonly accepted third party sources such as Bloomberg or
                Reuters.

            


    

     

    
      	
               

            	
              (ii)

            	
              “Valuation
                Date” means each Local Business
                Day.

            


    

     

    
      	
               

            	
              (iii)

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same
                date.

            


    

     

    
      	
               

            	
              (iv)

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that
                party):  None.

            


    

     

    
      	
              (e)

            	
              Substitution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)

            	
              Dispute
                Resolution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
               

            	
              (ii)

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value, Moody’s Value, and Fitch Value, on
                any date, of Eligible Collateral will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral comprised of Cash, the amount of such Cash.

     

    For
      Eligible Collateral comprising securities, the sum of (A) the product of (1)(x)
      the bid price at the Valuation Time for such securities on the principal
      national securities exchange on which such securities are listed, or (y) if
      such
      securities are not listed on a national securities exchange, the bid price
      for
      such securities quoted at the Valuation Time by any principal market maker
      for
      such securities selected by the Valuation Agent, or (z) if no such bid price
      is
      listed or quoted for such date, the bid price listed or quoted (as the case
      may
      be) at the Valuation Time for the day next preceding such date on which such
      prices were available and (2) the applicable Valuation Percentage for such
      Eligible Collateral, and (B) the accrued interest on such securities (except
      to
      the extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in the applicable price referred to in the immediately preceding clause (A))
      as
      of such date.

     

    
      	
               

            	
              (iii)

            	
              Alternative.  The
                provisions of Paragraph 5 will apply; provided, that the obligation
                of the
                appropriate party to deliver the undisputed amount to the other party
                will
                not arise prior to the time that would otherwise have applied to
                the
                Transfer pursuant to, or deemed made, under Paragraph 3 if no dispute
                had
                arisen.

            


    

     

    
      	
              (g)

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
               

            	
              (i)

            	
              Eligibility
                to Hold Posted Collateral;
                Custodians.

            


    

     

    Party
      B
      is not and will not be entitled to hold Posted Collateral.  Party B's
      Custodian will be entitled to hold Posted Collateral pursuant to Paragraph
      6(b);
      provided that the following conditions applicable to it are
      satisfied:

     

    
      	
               

            	
              (1)

            	
              The
                Custodian for Party B shall be the same banking institution that
                acts as
                Trustee for the Certificates.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Custodian for Party B shall have a short-term unsecured and unsubordinated
                debt rating from S&P of at least “A-1” or, if no short-term rating is
                available, a long-term unsecured debt rating from S&P of
                “A+.”  The Trustee is required to replace the Custodian within
                60 calendar days of the Custodian’s rating falling below “A-1,” in the
                case of a short-term rating, or “A+,” in the case of a long-term
                rating.

            


    

     

    
      	
               

            	
              Initially,
                the Custodian for Party B is:  to be advised in
                writing by Party B to Party A.

            


    

     

    
      	
               

            	
              (ii)

            	
              Use
                of Posted Collateral.  The provisions of Paragraph
                6(c) will not apply to Party B; therefore, Party B will not have
                any of
                the rights specified in Paragraph 6(c)(i) or 6(c)(ii); provided,
                however,
                that the Trustee shall invest Cash Posted Credit Support in such
                investments as designated by Party A, with losses (net of gains)
                incurred
                in respect of such investments to be for the account of Party A;
                provided
                further, that such investments designated by Party A shall be limited
                to
                money market funds rated “AAAm” or “AAAm-G” by S&P and from which such
                invested Cash Posted Credit Support may be withdrawn upon no more
                than 2
                Local Business Day’s notice of a request for
                withdrawal.

            


    

     

    
      	
              (h)

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
               

            	
              (i)

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash pursuant to Paragraph
                13(g)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Transfer
                of Interest Amount. The Transfer of the Interest Amount will
                be made on the second Local Business Day following the end of each
                calendar month and on any other Local Business Day on which Posted
                Collateral in the form of Cash is Transferred to the Pledgor pursuant
                to
                Paragraph 3(b); provided, however, that the obligation of Party B
                to
                Transfer any Interest Amount to Party A shall be limited to the extent
                that Party B has earned and received such funds and such funds are
                available to Party B.

            


    

     

    
      	
               

            	
              (iii)

            	
              Alternative
                to Interest Amount. The provisions of Paragraph 6(d)(ii)
                will apply.

            


    

     

    
      	
              (i)

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
               

            	
              (i)

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
               

            	
              (ii)

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
              (k)

            	
              Demands
                and Notices. All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    If
      to
      Party A:

        5
      The North
      Colonnade

        Canary
      Wharf

        London  E14
      4BB,
      England

        Attention:                      Swaps
      Documentation

        Facsimile
      No.:               0207-773-6857/6858

        Telephone
      No.:             0207-773-6915/6904

     

        with
      a
      copy to:

     

        General
      Counsel’s Office

        200
      Park
      Avenue

        New
      York,
      NY  10166

     

        Notices
      to Party A shall not be deemed effective unless delivered to the London address
      set forth above.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian:  to be provided in writing to Party
      A.

     

    
      	
              (l)

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified in writing from time to time by the
                party to
                which such Transfer will be made.

            


    

     

    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Collateral
                Account.  The Secured Party shall cause any
                Custodian appointed hereunder to open and maintain a segregated trust
                account and to hold, record and identify all the Posted Collateral
                in such
                segregated trust account and, subject to Paragraph 8(a), such Posted
                Collateral shall at all times be and remain the property of the Pledgor
                and shall at no time constitute the property of, or be commingled
                with the
                property of, the Secured Party or the
                Custodian.

            


    

     

    
      	
               

            	
              (ii)

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
               

            	
              (iii)

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, Fitch Value”.  Paragraph 4(d)(ii) is hereby
                amended by (A) deleting the words “a Value” and inserting in lieu thereof
                “an S&P Value, a Moody’s Value, and a Fitch Value” and (B) deleting
                the words “the Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5 (flush language)
                is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “S&P Value, Moody’s Value, or Fitch
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5(i)(C) is hereby
                amended by deleting the word “the Value, if” and inserting in lieu thereof
                “any one or more of the S&P Value, Moody’s Value, or Fitch Value, as
                may be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                first instance of the words “the Value” and inserting in lieu thereof “any
                one or more of the S&P Value, Moody’s Value, or Fitch Value” and (2)
                deleting the second instance of the words “the Value” and inserting in
                lieu thereof “such disputed S&P Value, Moody’s Value, or Fitch
                Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
                hereby amended by deleting the word “Value” and inserting in lieu thereof
                “least of the S&P Value, Moody’s Value or Fitch
                Value”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
               

            	
              (v)

            	
              Events
                of Default.  Paragraph 7 will not apply to cause
                any Event of Default to exist with respect to Party B except that
                Paragraph 7(i) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support
                Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a Moody’s Second Trigger Downgrade
                Event has occurred and been continuing for 30 or more Local Business
                Days,
                (B) an S&P Required Ratings Downgrade Event has occurred and been
                continuing for 10 or more Local Business Days, (C) a Fitch Required
                Ratings Downgrade Event has occurred and been continuing for 30 or
                more
                days, or (D) a DBRS Required Ratings Downgrade Event has occurred
                and been
                continuing for 30 or more days.

            


    

     

    
      	
               

            	
              (vi)

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


    

     

    
      	
               

            	
              (vii)

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

    
      	
               

            	
               (viii)

            	
              Additional
                Definitions.  As used in this
                Annex:

            


    

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
      1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
      of the definition of Exposure, the words “with terms that are, in all material
      respects, no less beneficial for Party B than those of this Agreement” shall be
      added.

     

    “Fitch
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Approved Ratings
      Threshold.

     

    “Fitch
      Credit Support Amount” means, for any Valuation Date,

     

    
      	
               

            	
              (A)

            	
              if
                the Fitch Threshold for such Valuation Date is zero, an amount equal
                to
                the sum of (1) the Secured Party’s Exposure and (2) the sum, for each
                Transaction, of the product of (a) the Fitch Volatility Cushion for
                such
                Transaction and (b) the Notional Amount of such
                Transaction for the Calculation Period which includes such Valuation
                Date,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Fitch
      Valuation Percentage” means, for any Valuation Date and each item
      of Eligible Collateral, if the Fitch Threshold for such Valuation Date is zero,
      the corresponding percentage for such Eligible Collateral in the column headed
      “Fitch Valuation Percentage”.

     

    “Fitch
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent for such Eligible Collateral and (y) the Fitch Valuation
      Percentage for such Eligible Collateral set forth in paragraph
      13(b)(ii).  The Fitch Value of Cash will be the amount of such
      Cash.

     

    “Fitch
      Volatility Cushion” means, for any Transaction, the related
      percentage set forth in the following table:

     

    
      	 	 	
              Remaining
                Weighted Average Maturity of Transaction

              (years)

            	 
	
              Rating
                of Most Senior Class of Certificates Outstanding on

              Valuation
                Date

            	 	 	
              1

            	 	 	 	
              2

            	 	 	 	
              3

            	 	 	 	
              4

            	 	 	 	
              5

            	 	 	 	
              6

            	 	 	 	
              7

            	 	 	 	
              8

            	 	 	 	
              9

            	 	 	 	
              10

            	 
	
              At
                least “AA-”

            	 	 	0.6	%	 	 	1.6	%	 	 	2.6	%	 	 	3.4	%	 	 	4.2	%	 	 	4.8	%	 	 	5.5	%	 	 	5.9	%	 	 	6.4	%	 	 	7.0	%
	
              “A+/A”

            	 	 	0.3	%	 	 	0.8	%	 	 	1.3	%	 	 	1.7	%	 	 	2.1	%	 	 	2.4	%	 	 	2.8	%	 	 	3.0	%	 	 	3.3	%	 	 	3.6	%
	
              “A-/BBB+”
                or lower

            	 	 	0.2	%	 	 	0.6	%	 	 	1.0	%	 	 	1.3	%	 	 	1.6	%	 	 	1.9	%	 	 	2.1	%	 	 	2.3	%	 	 	2.5	%	 	 	2.7	%


    

    


    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and it is not the
                case that a Moody’s Second Trigger Downgrade Event  has occurred
                and been continuing for at least 30 Local Business Days, an amount
                equal
                to the greater of (x) zero and (y) the sum of the Secured Party’s Exposure
                and the aggregate of Moody’s First Trigger Additional Amounts for each
                Transaction and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event  has occurred and been
                continuing for at least 30 Local Business Days, an amount equal to
                the
                greatest of (x) zero, (y) the aggregate amount of the Next Payments
                for
                each Transaction and such Valuation Date, and (z) the sum of the
                Secured
                Party’s Exposure and the aggregate of Moody’s Second Trigger Additional
                Amounts for each Transaction and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for
      any Valuation Date and any Transaction, the product of (i) the applicable
      Moody’s First Trigger Factor set forth in Table 1, (ii) the Scale Factor, if
      any, for such Transaction, or, if no Scale Factor is applicable for such
      Transaction, one, and (iii) the Notional Amount for such Transaction for the
      Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the product
                of (i)
                the applicable Moody’s Second Trigger Factor set forth in Table 2, (ii)
                the Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the product of
                (i) the
                applicable Moody’s Second Trigger Factor set forth in Table 3, (ii) the
                Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;

            


    

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the Moody's Threshold for such
      Valuation Date is zero and it is not the case that a Moody’s Second Trigger
      Downgrade Event  has occurred and been continuing for at least 30
      Local Business Days, the corresponding percentage for such Eligible Collateral
      in the column headed “Moody’s First Trigger Valuation Percentage” or (ii) if a
      Moody’s Second Trigger Ratings Event has occurred and been
      continuing  for at least 30 Local Business Days, the corresponding
      percentage for such Eligible Collateral in the column headed “Moody’s Second
      Trigger Valuation Percentage”.

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent and (y) the applicable Moody’s Valuation Percentage set forth in
      Paragraph 13(b)(ii). The Moody’s Value of Cash will be the amount of such
      Cash.

     

    “Next
      Payment” means, for each Transaction and each Valuation Date, the
      greater of (i) the aggregate amount of any payments due to be made by Party
      A
      under Section 2(a) in respect of such Transaction on the related Next Payment
      Date less the aggregate amount of any payments due to be made by Party B under
      Section 2(a) on such Next Payment Date (any such payments determined based
      on
      rates prevailing on such Valuation Date) and (ii) zero.

     

    “Next
      Payment Date” means, for each Transaction, the date on which the
      next scheduled payment under such Transaction is due to be paid.

     

    “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the Secured Party’s Exposure;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                125% of
                the Secured Party’s Exposure; or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the S&P Threshold for such
      Valuation Date is zero and it is not the case that a S&P Required Ratings
      Downgrade Event has occurred and been continuing for at least 10 Local Business
      Days, the corresponding percentage for such Eligible Collateral in the column
      headed “S&P Approved Ratings Valuation Percentage” or (ii) if an S&P
      Required Ratings Downgrade Event has occurred and been continuing for at least
      10 Local Business Days, the corresponding percentage for such Eligible
      Collateral in the column headed “S&P Required Ratings Valuation
      Percentage”.

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, the product of (x) the bid price obtained by the Valuation Agent
      for
      such Eligible Collateral and (y) the applicable S&P Valuation Percentage for
      such Eligible Collateral set forth in paragraph 13(b)(ii).

     

    “Transaction-Specific
      Hedge” means any Transaction in respect of which (x) the notional
      amount is “balance guaranteed” or (y) the notional amount for any Calculation
      Period (as defined in the related Confirmation) otherwise is not a specific
      dollar amount that is fixed at the inception of the Transaction.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value, Moody’s Value and Fitch Value with respect to any Eligible Collateral or
      Posted Collateral, the applicable S&P Valuation Percentage, Moody’s
      Valuation Percentage, or Fitch Valuation Percentage for such Eligible Collateral
      or Posted Collateral, respectively, in each case as set forth in Paragraph
      13(b)(ii).

     

    “Value”
      shall mean, in respect of any date, the related S&P Value, the related
      Moody’s Value, and the related Fitch Value.

     

    


     

    [Remainder
      of this page intentionally left blank]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      1

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                First Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                First Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.15%

            	
              1.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              0.30%

            	
              1.20%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              0.40%

            	
              1.30%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              0.60%

            	
              1.40%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              0.70%

            	
              1.50%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              0.80%

            	
              1.60%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              1.00%

            	
              1.60%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              1.10%

            	
              1.70%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              1.20%

            	
              1.80%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              1.30%

            	
              1.90%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              1.40%

            	
              1.90%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              1.50%

            	
              2.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              1.60%

            	
              2.10%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              1.70%

            	
              2.10%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              1.80%

            	
              2.20%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              1.90%

            	
              2.30%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              2.00%

            	
              2.30%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 29

            	
              2.00%

            	
              2.50%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      2

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Swaps

            	
              Moody’s
                Second Trigger Factor—Currency Swaps

            
	
              Equal
                to or less than 1

            	
              0.50%

            	
              6.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.00%

            	
              6.30%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.50%

            	
              6.40%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              1.90%

            	
              6.60%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              2.40%

            	
              6.70%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              2.80%

            	
              6.80%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              3.20%

            	
              7.00%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              3.60%

            	
              7.10%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              4.00%

            	
              7.20%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              4.40%

            	
              7.30%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              4.70%

            	
              7.40%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              5.00%

            	
              7.50%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              5.40%

            	
              7.60%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              5.70%

            	
              7.70%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              6.00%

            	
              7.80%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              6.30%

            	
              7.90%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              6.60%

            	
              8.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              6.90%

            	
              8.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              7.20%

            	
              8.20%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              7.50%

            	
              8.20%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              7.80%

            	
              8.30%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              8.00%

            	
              8.40%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              8.00%

            	
              8.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              8.00%

            	
              8.70%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              8.00%

            	
              8.90%

            
	
              Greater
                than 29

            	
              8.00%

            	
              9.00%

            


    

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      3

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
               

              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                Second Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.65%

            	
              6.30%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.30%

            	
              6.60%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.90%

            	
              6.90%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              2.50%

            	
              7.10%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              3.10%

            	
              7.40%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              3.60%

            	
              7.70%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              4.20%

            	
              7.90%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              4.70%

            	
              8.20%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              5.20%

            	
              8.40%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              5.70%

            	
              8.60%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              6.10%

            	
              8.80%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              6.50%

            	
              9.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              7.00%

            	
              9.20%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              7.40%

            	
              9.40%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              7.80%

            	
              9.60%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              8.20%

            	
              9.80%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              8.60%

            	
              10.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              9.00%

            	
              10.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              9.40%

            	
              10.30%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              9.70%

            	
              10.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              10.00%

            	
              10.70%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              10.00%

            	
              10.80%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 29

            	
              10.00%

            	
              11.00%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
       

      
        	 Barclays
                Bank PLC
	 5
                The North Colonnade
	 Canary
                Wharf
	 London
                E14 4BB
	 Tel
                +44 (0)20 7623 2323


      

       

       

       

      
        
          	
                  DATE: 

                	 October
                  17, 2007
	 
	TO: 	 U.S.
                  Bank National Association, as Trustee of Charming Shoppes
                  Master Trust
	ATTENTION: 	 Jacqueline
                  K. Lee
	TELEPHONE: 	 (651)
                  495-3845
	FACSIMILE: 	 (651)
                  495-8089
	 	 
	FROM: 	 Barclays
                  Bank PLC
	 	 
	SUBJECT: 	 Fixed
                  Income Derivatives Confirmation
	 	 
	REFERENCE
                  NUMBER: 	 1991462B


        

      

    

     

     

    
       

      The
        purpose of this long-form confirmation (“Confirmation”) is to
        confirm the terms and conditions of the Transaction entered into on the Trade
        Date specified below (the “Transaction”) between Barclays Bank
        PLC (“Party A”) and U.S. Bank National
        Association, as Trustee of Charming Shoppes Master
        Trust (“Party B”) created under the Pooling and Servicing
        Agreement, dated as of November 25, 1997, as amended (the “Pooling and
        Servicing Agreement”) among the Charming Shoppes Receivables Corp.,
        Spirit of America, Inc., as servicer (in such capacity, the
“Servicer”), and U.S. Bank National Association, as trustee
        (the “Trustee”), as supplemented from time to time prior to the
        date hereof, including by the Series 2007-1 Supplement to the Pooling and
        Servicing Agreement dated as of October 17, 2007 (the “Series
        Supplement”).  The Series Supplement and the Pooling and
        Servicing Agreement are collectively referred to herein as the “Base
        Agreement”.  This Confirmation evidences a complete and
        binding agreement between you and us to enter into the Transaction on the
        terms
        set forth below and replaces any previous agreement between us with respect
        to
        the subject matter hereof.  Item 2 of this Confirmation constitutes a
“Confirmation” as referred to in the ISDA Master Agreement
        (defined below); Item 3 of this Confirmation constitutes a
“Schedule” as referred to in the ISDA Master Agreement; and
        Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to the
        Schedule.

    

    


    
      	
              1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”), as if Party A and Party B had executed an
                agreement in such form on the date hereof, with a Schedule as set
                forth in
                Item 3 of this Confirmation, and an ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc., with Paragraph 13 thereof as set forth in Annex
                A
                hereto (the “Credit Support Annex”) and together with
                this Confirmation and the ISDA Master Agreement, the
                “Agreement”).  For the avoidance of doubt, the
                Transaction described herein shall be the sole Transaction governed
                by
                such ISDA Master Agreement.

            


    

     

    
      	
              2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

     

    
      	
              Type
                of Transaction:

            	
              Interest
                Rate Swap

            
	
              Notional
                Amount:

            	
              An
                amount equal for each Calculation Period to (x) initially, USD
                16,900,000,00 and thereafter the outstanding principal amount of
                the Class
                B-1 Certificates (as defined in the Series Supplement) at the end
                of the
                first day of such Calculation Period, minus (y) the amount or amounts,
                as
                applicable, set forth for such period on Schedule I attached
                hereto.

            
	
              Trade
                Date:

            	
              October
                10, 2007

            
	
              Effective
                Date:

            	
              October
                17, 2007

            
	
              Termination
                Date:

            	
              The
                earlier of (i) September 15, 2017 subject to adjustment in accordance
                with
                the Following Business Day Convention, and (ii) the date on which
                the
                outstanding principal amount of the Class B-1 Certificates (as defined
                in
                the Series Supplement) is reduced to zero, subject to early termination
                in
                accordance with the terms of the Agreement.  In accordance with
                the Series Supplement, the Class B Expected Final Payment Date is
                January
                15, 2013, subject to adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Amounts:

            	 
	
              Fixed
                Rate Payer:

            	
              Party
                B

            
	
              Fixed
                Rate Payer

              Period
                End Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Rate Payer

              Payment
                Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Rate:

            	
              5.084%

            
	
              Fixed
                Rate Day

              Count
                Fraction:

            	
               

              Actual/360

            
	
              Floating
                Amounts:

            	 
	
              Floating
                Rate
                Payer:

            	
              Party
                A

            
	
              Floating
                Rate Payer

              Period
                End Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention..

            
	
              Floating
                Rate Payer

              Payment
                Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Floating
                Rate
                Option:

            	
              USD-LIBOR-BBA

            
	
              Designated
                Maturity:

            	
              One
                month

            
	
              Floating
                Rate Day

              Count
                Fraction:

            	
               

              Actual/360

            
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	
              Compounding:

            	
              Inapplicable

            
	
              Business
                Days:

            	
              New
                York, Philadelphia and Milford, Ohio

            
	
              Business
                Day
                Convention:

            	
              Following

            
	
              Calculation
                Agent:

            	
              Party
                A

            
	
              Account
                Details and Settlement Information:

            	 
	
              Payments
                to Party
                A:

            	
              Correspondent:
                BARCLAYS BANK PLC NEW YORK

              FEED:
                026002574

              Beneficiary:  BARCLAYS
                SWAPS

              Beneficiary
                Account: 050-01922-8

            
	
              Payments
                to Party
                B:

            	
              U.S.
                Bank National Association

              ABA
                Number:  091000022

              Account
                Number:  1731-0332-2058

              Reference:  Charming
                Shoppes/2576000052 (2007-1 Hedge)

              Beneficiary
                Name:  US Bank Structured Fin

              Attn:  Jacque
                Lee

            


    

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              3.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

     

    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

     

    
      	
               

            	
              For
                the purposes of this Agreement:-

            


    

     

    
      	
              (a)

            	
              “Specified
                Entity” will not apply to Party A or Party B for any
                purpose.

            


    

     

    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

     

    
      	
              (c)

            	
              Events
                of Default.

            


    

     

    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

     

    
      	
               

            	
              (i)

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party
                B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party B; provided, however,
                that  notwithstanding anything to the contrary in Section
                5(a)(ii), any failure by Party A to comply with or perform any obligation
                to be complied with or performed by Party A under the Credit Support
                Annex
                shall not constitute an Event of Default under Section 5(a)(ii) unless
                (A)
                a Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days, (B) an S&P Required Ratings
                Downgrade Event has occurred and been continuing for 10 or more Local
                Business Days, (C) a Fitch Required Ratings Downgrade Event has occurred
                and been continuing for 30 or more days, or (D) a DBRS Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more
                days.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support Annex; provided,
                however, that notwithstanding anything to the contrary in Section
                5(a)(iii)(1), any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(iii) unless (A) a Moody’s Second Trigger Downgrade Event has occurred
                and been continuing for 30 or more Local Business Days, (B) an S&P
                Required Ratings Downgrade Event has occurred and been continuing
                for 10
                or more Local Business Days, (C) a Fitch Required Ratings Downgrade
                Event
                has occurred and been continuing for 30 or more days, or (D) a DBRS
                Required Ratings Downgrade Event has occurred and been continuing
                for 30
                or more days.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (v)

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (vi)

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

     

    “Specified
      Indebtedness” will have the meaning specified in Section 14, except
      that such term shall not include obligations in respect of deposits received
      in
      the ordinary course of Party A’s banking business.

     

    “Threshold
      Amount” means with respect to Party A an amount equal to three percent
      (3%) of the Shareholders’ Equity of Party A or, if applicable, a guarantor under
      an Eligible Guarantee with credit ratings at least equal to the S&P Required
      Ratings Threshold, the Moody’s Second Trigger Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Shareholders’
      Equity” means with respect to an entity, at any time, such party’s
      shareholders’ equity (on a consolidated basis) determined in accordance with
      generally accepted accounting principles in such party’s jurisdiction of
      incorporation or organization as at the end of such party’s most recently
      completed fiscal year.

     

    
      	
               

            	
              (vii)

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Base Agreement, (C) Section 5(a)(vii)(4) shall not apply to
                a
                proceeding instituted, or a petition presented, by Party A or any
                of its
                Affiliates (notwithstanding anything to the contrary in this Agreement,
                for purposes of Section 5(a)(vii)(4), Affiliate shall have the meaning
                set
                forth in Section 14 of the ISDA Master Agreement), (D) Section
                5(a)(vii)(6) shall not apply to any appointment that is effected
                by or
                pursuant to the Base Agreement, or any appointment to which Party
                B has
                not yet become subject; (E) Section 5(a)(vii) (7) shall not apply;
                (F)
                Section 5(a)(vii)(8) shall apply only to the extent of any event
                which has
                an effect analogous to any of the events specified in clauses (1),
                (3),
                (4), (5) or (6) of Section 5(a)(vii), in each case as modified in
                this
                Part 1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

     

    
      	
               

            	
              (viii)

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will  not apply to Party
                B.

            


    

     

    
      	
              (d)

            	
              Termination
                Events.

            


    

     

    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

     

    
      	
               

            	
              (i)

            	
              The
                “Illegality” provisions of Section 5(b)(i) will apply to
                Party A and will apply to Party B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A except that, for purposes of the application of Section 5(b)(ii)
                to Party A, Section 5(b)(ii) is hereby amended by deleting the words
“(x)
                any action taken by a taxing authority, or brought in a court of
                competent
                jurisdiction, on or after the date on which a Transaction is entered
                into
                (regardless of whether such action is taken or brought with respect
                to a
                party to this Agreement) or (y)”, and the “Tax Event”
                provisions of Section 5(b)(ii) will apply to Party
                B.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (f)

            	
              Payments
                on Early Termination.  For the purpose of Section 6(e)
                of this Agreement:

            


    

     

    
      	
               

            	
              (i)

            	
              Market
                Quotation will apply, provided, however, that, in the event of a
                Derivative Provider Trigger Event, the following provisions will
                apply:

            


    

     

    
      	
               

            	
              (A)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

     

    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, a Firm Offer which is (1) made by a Reference Market-maker that
      is
      an Eligible Replacement, (2) for an amount that would be paid to Party B
      (expressed as a negative number) or by Party B (expressed as a positive number)
      in consideration of an agreement between Party B and such Reference Market-maker
      to enter into a Replacement Transaction, and (3) made on the basis that Unpaid
      Amounts in respect of the Terminated Transaction or group of Transactions are
      to
      be excluded but, without limitation, any payment or delivery that would, but
      for
      the relevant Early Termination Date, have been required (assuming satisfaction
      of each applicable condition precedent) after that Early Termination Date is
      to
      be included.

     

    
      	
               

            	
              (B)

            	
              The
                definition of Settlement Amount shall be deleted in its entirety
                and
                replaced with the following:

            


    

     

    “Settlement
      Amount” means, with respect to any Early Termination Date, an
      amount (as determined by Party B) equal to:

     

    
      	
               

            	
              (a)

            	
              if,
                on or prior to such Early Termination Date, a Market Quotation for
                the
                relevant Terminated Transaction or group of Terminated Transactions
                is
                accepted by Party B so as to become legally binding, the Termination
                Currency Equivalent of the amount (whether positive or negative)
                of such
                Market Quotation;

            


    

     

    
      	
               

            	
              (b)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions has been
                accepted by Party B so as to become legally binding and one or more
                Market
                Quotations from Approved Replacements have been communicated to Party
                B
                and remain capable of becoming legally binding upon acceptance by
                Party B,
                the Termination Currency Equivalent of the amount (whether positive
                or
                negative) of the lowest of such Market Quotations (for the avoidance
                of
                doubt, (i) a Market Quotation expressed as a negative number is lower
                than
                a Market Quotation expressed as a positive number and (ii) the lower
                of
                two Market Quotations expressed as negative numbers is the one with
                the
                largest absolute value); or

            


    

     

    
      	
               

            	
              (c)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions is accepted
                by
                Party B so as to become legally binding and no Market Quotation from
                an
                Approved Replacement has been communicated to Party B and remains
                capable
                of becoming legally binding upon acceptance by Party B, Party B’s Loss
                (whether positive or negative and without reference to any Unpaid
                Amounts)
                for the relevant Terminated Transaction or group of Terminated
                Transactions.”

            


    

     

    
      	
               

            	
              (C)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do so before the Early Termination
                Date.

            


    

     

    
      	
               

            	
              (D)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

     

    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (II) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that (x) the amounts payable under the immediately
      preceding clauses (II) and (III) shall be subject to netting in accordance
      with
      Section 2(c) of this Agreement and (y) notwithstanding any other provision
      of
      this Agreement, any amount payable by Party A under the immediately preceding
      clause (III) shall not be netted against any amount payable by Party B under
      the
      immediately preceding clause (I).”

     

    
      	
               

            	
              (E)

            	
              At
                any time on or before the Early Termination Date at which two or
                more
                Market Quotations from Approved Replacements have been communicated
                to
                Party B and remain capable of becoming legally binding upon acceptance
                by
                Party B, Party B shall be entitled to accept only the lowest of such
                Market Quotations (for the avoidance of doubt, (i) a Market Quotation
                expressed as a negative number is lower than a Market Quotation expressed
                as a positive number and (ii) the lower of two Market Quotations
                expressed
                as negative numbers is the one with the largest absolute
                value).

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                Second Method will apply.

            


    

     

    
      	
              (g)

            	
              “Termination
                Currency” means USD.

            


    

     

    
      	
              (h)

            	
              Additional
                Termination Events.  Additional Termination Events will
                apply as provided in Part 5(c).

            


    

     

    
      	
              (i)

            	
              Additional
                Amounts Upon Certain Partial
                Terminations

            


    

     

    (i)           Capitalized
      terms used but not otherwise defined in this Part 1(i) have the meanings
      assigned thereto in the Series Supplement.  In addition, the following
      terms have the meanings set forth below:

     

    “Available
      Reserve Funds” means funds on deposit in the Hedge Reserve Account, other than
      interest and other investment income.

     

     “Prefunding
      Reduction” means a principal payment made on the Class B-1 Certificates as a
      result of the release of funds from the Pre-Funding Account on the Lane Bryant
      Portfolio Distribution Date pursuant to Section 4.19(b) of the Series
      Supplement.

     

    “Hedge
      Reserve Account” means a segregated trust account maintained by the Trustee at
      the Trustee in the name of the Trustee, for the benefit of Party A as
      counterparty under each of the Interest Rate Hedge Agreements.

     

    (ii)           If
      the Notional Amount is reduced on any date as a result of a Prefunding
      Reduction, the parties hereto shall treat the portion of such reduction (without
      duplication) as terminated on such date (a “Terminated
      Transaction”).  Party A shall calculate the Market Quotation for the
      Terminated Transaction as set forth below.

     

    “Market
      Quotation” means, with respect
      to a Terminated Transaction, an amount determined on the basis of quotations
      from Reference Market-makers.  Each quotation will be for an amount,
      if any, that would be paid to Party A (expressed as a negative number) or by
      Party A (expressed as a positive number) in consideration of an agreement
      between Party A and the quoting Reference Market-maker to enter into such
      Terminated Transaction (with the same fixed and floating payment rates and
      remaining term as this Transaction) on the relevant Payment
      Date.  Party A will request each Reference Market-maker to provide its
      quotation to the extent reasonably practicable as of the same day and time
      (without regard to different time zones) on or as soon as reasonably practicable
      prior to the relevant Payment Date.  The day and time as of which
      those quotations are to be obtained will be selected in good faith by Party
      A.  If more than three quotations are provided, the Market Quotation
      will be the arithmetic mean of the quotations, without regard to the quotations
      having the highest and lowest values.  If exactly three such
      quotations are provided,  the Market Quotation will be the quotation
      remaining after disregarding the highest and lowest quotations.  For
      this purpose, if more than one quotation has the same highest value or lowest
      value, then one of such quotations shall be disregarded.  If fewer
      than three quotations are provided, Party A will determine the Market Quotation
      in good faith.  Notwithstanding the foregoing, Party A shall be the
      sole Reference Market-maker unless:  (a) the reduction in the
      aggregate Notional Amounts of the Transactions between Party A and Party B
      being
      terminated at the same time is equal to or greater than $50 million, and (b)
      the
      Servicer or the Trustee requests that quotations from Reference Market-makers
      other than Party A are utilized.

     

    If
      the amount so determined by Party A
      in respect of a Terminated Transaction is positive, Party B shall owe such
      amount to Party A, which shall be payable (with interest thereon accruing from
      such Payment Date and calculated at the Fixed Rate) on the next Payment Date
      to
      the extent provided in the Series Supplement.  If such amount is
      negative, Party A shall pay such amount to Party B on the next Local Business
      Day.

     

    (iii)           The
      amount payable by Party B under clause (ii) of this Part 1(i), if any, shall
      be
      paid from the following sources:

     

    
      	
               

            	
              first,
                funds available for that purpose under Section 4.11(t) of the Series
                Supplement,

            


    

     

    
      	
               

            	
              second,
                Available Reserve Funds in the Hedge Reserve Account,
                and

            


    

     

    
      	
               

            	
              third,
                funds that would otherwise be released on such date to the holder
                of the
                Exchangeable Seller Certificate from the Funding Period Reserve
                Account.

            


    

     

    (iv)           Party
      B’s obligation to deposit funds to the Hedge Reserve Account shall be limited
      to
      the extent that funds are available for such purpose under Section 4.11(t)
      of
      the Series Supplement, and failure to make such deposit due to such funds not
      being available shall not constitute an Event of Default.  Funds held
      in the Hedge Reserve Account shall be used solely to fund Party B’s obligations
      under clause (ii) of this Part 1(i) in respect of a Terminated Transaction,
      and
      may not be used for any other purpose.

     

    (v)           Funds
      on deposit in the Hedge Reserve Account (after giving effect to any withdrawals
      from the Hedge Reserve Account) shall be invested by the Trustee at the
      direction of the Servicer in Permitted Investments maturing no later than the
      following Distribution Date.  The interest and other investment income
      (net of investment expenses and losses) earned on such investments shall be
      withdrawn from the Hedge Reserve Account and transferred to the holder of the
      Exchangeable Seller Certificate on each Distribution Date, provided that any
      other deposit to, or withdrawal from, such account required to be made on such
      date has occurred.

     

    (vi)           The
      Hedge Reserve Account shall be terminated following the earlier to occur of
      (a)
      the completion of the acquisition of the Lane Bryant Portfolio by the Originator
      or (b) the payment in full of any amounts due under Part 1(i)
      hereof.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                2.

            	
              Tax
                Matters.

            


    

     

    
      	
              (a)

            	
              Tax
                Representations.

            


    

     

    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (ii)

            	
              Payee
                Representations.  For the purpose of Section 3(f) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    None.

     

    
      	
              (b)

            	
              Tax
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Indemnifiable
                Tax.  Notwithstanding the definition of “Indemnifiable
                Tax” in Section 14 of this Agreement, all Taxes in relation to payments
                by
                Party A shall be Indemnifiable Taxes unless (i) such Taxes are assessed
                directly against Party B and not by deduction or withholding by Party
                A or
                (ii) arise as a result of a Change in Tax Law (in which case such
                Tax
                shall be an Indemnifiable Tax only if such Tax satisfies the definition
                of
                Indemnifiable Tax provided in Section 14).  In relation to
                payments by Party B, no Tax shall be an Indemnifiable Tax, unless
                the Tax
                is due to a Change in Tax Law and otherwise satisfies the definition
                of
                Indemnifiable Tax provided in Section
                14.

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                3.

            	
              Agreement
                to Deliver Documents.

            


    

     

    
      	
              (a)

            	
              For
                the purpose of Section 4(a)(i), tax forms, documents, or certificates
                to
                be delivered are:

            


    

     

    
      	
              Party
                   required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            
	
              Party
                A and Party B

            	
              Any
                form or document required or reasonably requested to allow the other
                party
                to make payments under the Agreement without any deduction or withholding
                for or on account of any Tax, or with such deduction or withholding
                at a
                reduced rate.

            	
              Promptly
                upon reasonable demand by the other
                party.

            


    

    


    
      	
              (b)

            	
              For
                the purpose of Section 4(a)(ii), other documents to be delivered
                are:

            


    

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            	
              Covered
                by Section 3(d) Representation

            
	
              Party
                A and

              Party
                B

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A and

              Party
                B

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A

            	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

            	
              Promptly
                upon request after becoming publicly available

            	
              Yes

            
	
              Party
                A

            	
              Opinions
                of counsel to Party A substantially in the form of Exhibit A to this
                Confirmation

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                opinion of counsel to Party B reasonably satisfactory to Party
                A.

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                executed copy of the Base Agreement

            	
              Within
                30 days after the date of this Agreement.

            	
              No

            


    

    


    
      	
               

            	
              Part
                4.  Miscellaneous.

            


    

     

    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of
                this Agreement:

            


    

     

    
      	
               

            	
              Address
                for notices or communications to Party
                A:

            


    

     

    
      	
              Address:

            	
              5
                The North Colonnade

            
	 	
              Canary
                Wharf

            
	 	
              London
                E14 4BB

            
	
              Facsimile:

            	
              44(20)
                777 36461

            
	
              Phone:

            	
              44(20)
                777 36810

            


    

    


    (For
      all
      purposes)

    


    Address
      for notices or communications
      to Party B:

    


    
      	
              Address:

            	
              EP—MN—WS3D

            
	 	
              60
                Livingston Street

            
	 	
              St.
                Paul, MN 55107

            
	
              Attention:

            	
              Structured
                Finance—Charming Shoppes 2007-1

            
	
              Facsimile:

            	
              (651)
                495-3890

            
	
              Phone:

            	
              (651)
                495-3880

            


    

    


    (For
      all
      purposes)

    


    
      	
              (b)

            	
              Process
                Agent.  For the purpose of Section
                13(c):

            


    

     

    Party
      A
      appoints as its Process Agent:  Not applicable.

     

    Party
      B
      appoints as its Process Agent:  Not applicable.

     

    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this
                Agreement.

            


    

     

    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

     

    
      	
               

            	
              Party
                A is a Multibranch Party and may act through its London and New York
                Offices.

            


    

     

    
      	
               

            	
              Party
                B is not a Multibranch Party.

            


    

     

    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party A; provided,
                however, that if an Event of Default shall have occurred with respect
                to
                Party A, Party B shall have the right to appoint as Calculation Agent
                a
                financial institution which would qualify as a Reference Market-maker,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A.

            


    

     

    
      	
              (f)

            	
              Credit
                Support Document.

            


    

     

    
      	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              The
                Credit Support Annex, solely in respect of Party B’s obligations under
                Paragraph 3(b) of the Credit Support
                Annex.

            


    

     

    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

     

    
      	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              None.

            


    

     

    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

     

    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

     

    
      	
              (j)

            	
              Affiliate.  “Affiliate”
                shall have the meaning assigned thereto in Section 14; provided,
                however,
                that Party B shall be deemed to have no Affiliates for purposes of
                this
                Agreement, including for purposes of Section
                6(b)(ii).

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

     

    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2000 ISDA
                Definitions as published and copyrighted in 2000 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Base
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Base
      Agreement) or to a “Section” “of this Agreement” will be construed as a
      reference to a Section of the ISDA Master Agreement; each herein reference
      to a
“Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    
      	
              (b)

            	
              Amendments
                to ISDA Master Agreement.

            


    

     

    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

     

    
      	
               

            	
              (ii)

            	
              Change
                of Account.  Section 2(b) is hereby amended by the
                addition of the following after the word “delivery” in the first line
                thereof: “to another account in the same legal and tax jurisdiction as the
                original account”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

     

    “(g)           Relationship
      Between Parties.

     

    
      	
               

            	
              (1)

            	
              Non-Reliance.  It
                is acting for its own account, and it has made its own independent
                decisions to enter into that Transaction and as to whether that
                Transaction is appropriate or proper for it based upon its own judgment
                and upon advice from such advisors as it has deemed
                necessary.  It is not relying on any communication (written or
                oral) of the other party as investment advice or as a recommendation
                to
                enter into that Transaction, it being understood that information
                and
                explanations related to the terms and conditions of a Transaction
                will not
                be considered investment advice or a recommendation to enter into
                that
                Transaction.  No communication (written or oral) received from
                the other party will be deemed to be an assurance or guarantee as
                to the
                expected results of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Assessment
                and Understanding.  It is capable of assessing the
                merits of and understanding (on its own behalf or through independent
                professional advice), and understands and accepts, the terms, conditions
                and risks of that Transaction.  It is also capable of assuming,
                and assumes, the risks of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

     

    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as
                fiduciary for or advisor to it in respect of the
                Transaction.

            


    

     

    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible contract
                participant” as defined in Section 1a(12) of the Commodity Exchange Act,
                as amended.”

            


    

     

    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended by (i) deleting the words “or if a Tax Event Upon Merger occurs
                and the Burdened Party is the Affected Party,” and (ii) by deleting the
                words “to transfer” and inserting the words “to effect a Permitted
                Transfer” in lieu thereof.

            


    

     

    
      	
               

            	
              (vi)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

     

    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

     

    
      	
               

            	
              (i)

            	
              First
                Rating Trigger Collateral.  If Party A has failed to
                comply with or perform any obligation to be complied with or performed
                by
                Party A in accordance with the Credit Support Annex and such failure
                has
                not given rise to an Event of Default under Section 5(a)(i) or Section
                5(a)(iii), then an Additional Termination Event shall have occurred
                with
                respect to Party A and Party A shall be the sole Affected Party with
                respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (ii)

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and at least one Eligible Replacement
                has made a Firm Offer that would, assuming the occurrence of an Early
                Termination Date, qualify as a Market Quotation (on the basis that
                paragraphs (i) and (ii) of Part 1(f) (Payments on Early Termination)
                apply) and which remains capable of becoming legally binding upon
                acceptance.

            


    

     

    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and been continuing
                for 60 or more calendar days.

            


    

     

    
      	
               

            	
              (C)

            	
              A
                Fitch Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more calendar days.

            


    

     

    
      	
               

            	
              (D)

            	
              A
                DBRS Required Ratings Downgrade Event has occurred and been continuing
                for
                30 or more calendar days.

            


    

     

    
      	
               

            	
              (iii)

            	
              Amendment
                of Base Agreement.  If, without the prior written
                consent of Party A where such consent is required under the Base
                Agreement, an amendment is made to the Base Agreement which amendment
                could reasonably be expected to have a material adverse effect on
                the
                interests of Party A (excluding, for the avoidance of doubt, any
                amendment
                to the Base Agreement that is entered into solely for the purpose
                of
                appointing a successor servicer, master servicer, securities
                administrator, trustee or other service provider) under this Agreement,
                an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (iv)

            	
              Termination
                of Trust.  If, the Trust is terminated pursuant to the
                Base Agreement and all rated certificates or notes, as applicable,
                have
                been paid in accordance with the terms of the Base Agreement, an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (v)

            	
              Securitization
                Unwind. If a
                Securitization Unwind (as hereinafter defined) occurs, an Additional
                Termination Event shall have occurred with respect to Party B and
                Party B
                shall be the sole Affected Party with respect to such Additional
                Termination Event; provided, however, that notwithstanding Section
                6(b)(iv) of this Agreement, both Party A and Party B shall have the
                right
                to designate an Early Termination Date in respect of this Additional
                Termination Event.  The Early Termination Date in respect of
                such Additional Termination Event shall be not earlier than the latest
                possible date that the amount of a termination payment may be submitted
                to
                a party exercising a clean-up call in order to be included in the
                clean-up
                call price.  As used herein, “Securitization
                Unwind” means notice of the requisite amount of a party’s
                intention to exercise its option to purchase the underlying credit
                card
                receivables pursuant the Base Agreement is given by the Trustee to
                certificateholders or noteholders, as applicable, pursuant to the
                Base
                Agreement.

            


    

     

    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  In the event that no Relevant
                Entity has credit ratings at least equal to the Required Ratings
                Threshold
                of each relevant Rating Agency (such event, a “Required Ratings
                Downgrade Event”), then Party A shall, as soon as reasonably
                practicable and so long as a Required Ratings Downgrade Event is
                in
                effect, at its own expense, use commercially reasonable efforts to
                procure
                either (A) a Permitted Transfer or (B) an Eligible
                Guarantee.

            


    

     

    
      	
              (e)

            	
              Transfers.

            


    

     

    
      	
               

            	
              (i)

            	
              Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    “Subject
      to Section 6(b)(ii), neither Party A nor Party B is permitted to assign, novate
      or transfer (whether by way of security or otherwise) as a whole or in part
      any
      of its rights, obligations or interests under the Agreement or any Transaction
      without (a) the prior written consent of the other party and (b) satisfaction
      of
      the Rating Agency Condition, except that:

     

    
      	
               

            	
              (a)

            	
              a
                party may make such a transfer of this Agreement pursuant to a
                consolidation or amalgamation with, or merger with or into, or transfer
                of
                all or substantially all its assets to, another entity (but without
                prejudice to any other right or remedy under this
                Agreement);

            


    

     

    
      	
               

            	
              (b)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section 6(e);
                and

            


    

     

    
      	
               

            	
              (c)

            	
              Party
                A may transfer or assign this Agreement to any Person, including,
                without
                limitation, another of Party A’s offices, branches or affiliates (any such
                Person, office, branch or affiliate, a “Transferee”) on
                at least five Business Days’ prior written notice to Party B and the
                Trustee;  provided that, with respect to this clause (c), (A) as
                of the date of such transfer the Transferee will not be required
                to
                withhold or deduct on account of a Tax from any payments under this
                Agreement unless the Transferee will be required to make payments
                of
                additional amounts pursuant to Section 2(d)(i)(4) of this Agreement
                in
                respect of such Tax (B) a Termination Event or Event of Default does
                not
                occur under this Agreement as a result of such transfer; (C) such
                notice
                is accompanied by a written instrument pursuant to which the Transferee
                acquires and assumes the rights and obligations of Party A so transferred;
                (D) Party A will be responsible for any costs or expenses incurred
                in
                connection with such transfer and (E) Party A obtains in respect
                of such
                transfer a written acknowledgement of satisfaction of the Rating
                Agency
                Condition (except for Moody’s).  Party B will execute such
                documentation as is reasonably deemed necessary by Party A for the
                effectuation of any such transfer.”

            


    

     

    
      	
               

            	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such
                transfer.

            


    

     

    
      	
              (f)

            	
              Non-Recourse.  Party
                A acknowledges and agree that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Trust and
                the proceeds thereof, in accordance with the priority of payments
                and
                other terms of the Base Agreement and that Party A will not have
                any
                recourse to any of the directors, officers, employees, shareholders
                or
                affiliates of the Party B with respect to any claims, losses, damages,
                liabilities, indemnities or other obligations in connection with
                any
                transactions contemplated hereby. In the event that the Trust and
                the
                proceeds thereof should be insufficient to satisfy all claims outstanding
                and following the realization of the account held by the Trust and
                the
                proceeds thereof, any claims against or obligations of Party B under
                the
                ISDA Master Agreement or any other confirmation thereunder still
                outstanding shall be extinguished and thereafter not
                revive.  The Trustee shall not have liability for any failure or
                delay in making a payment hereunder to Party A due to any failure
                or delay
                in receiving amounts in the account held by the Trust from the Trust
                created pursuant to the Base Agreement.  This provision will
                survive the termination of this
                Agreement.

            


    

     

    
      	
              (g)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating Agency has been given prior written notice of such designation
                or transfer.

            


    

     

    
      	
              (h)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”.

            


    

     

    
      	
              (i)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same and such amendment satisfies the Rating
                Agency
                Condition with respect to S&P, Fitch and
                DBRS.

            


    

     

    
      	
              (j)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(j) shall
                not
                constitute an Event of Default or a Termination Event.  With
                respect to Party B, delivery of such notice shall not be required
                unless a
                Responsible Officer (as defined in the Base Agreement) has written
                notice
                or actual knowledge of such event or
                condition.

            


    

     

    
      	
              (k)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Trust, or the trust formed pursuant to the Base Agreement,
                in any
                bankruptcy, reorganization, arrangement, insolvency or liquidation
                proceedings or other proceedings under any federal or state bankruptcy
                or
                similar law for a period of one year (or, if longer, the applicable
                preference period) and one day following payment in full of the
                Certificates and any Notes; provided, however, that nothing will
                preclude,
                or be deemed to stop, Party A (i) from taking any action prior to
                the
                expiration of the aforementioned one year and one day period, or
                if longer
                the applicable preference period then in effect, in (A) any case
                or
                proceeding voluntarily filed or commenced by Party B or (B) any
                involuntary insolvency proceeding filed or commenced by a Person
                other
                than Party A, or (ii) from commencing against Party B or any of the
                Collateral any legal action which is not a bankruptcy, reorganization,
                arrangement, insolvency, moratorium, liquidation or similar
                proceeding.  This provision will survive the termination of this
                Agreement.

            


    

     

    
      	
              (l)

            	
              It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed by U.S. Bank National Association (“U.S. Bank”) not
                in its individual capacity, but solely as Trustee of the Charming
                Shoppes
                Master Trust created pursuant to the Base Agreement in the exercise
                of the
                powers and authority conferred and invested in it thereunder; (b)
                U.S.
                Bank has been directed pursuant to the Agreement to enter into this
                Agreement and to perform its obligations hereunder; (c) each of the
                representations, undertakings and agreements herein made on behalf
                of the
                Trust is made and intended not as personal representations of U.S.
                Bank
                but is made and intended for the purpose of binding only Charming
                Shoppes
                Master Trust; and (d) under no circumstances shall U.S. Bank in its
                individual capacity be personally liable for any payments hereunder
                or for
                the breach or failure of any obligation, representation, warranty
                or
                covenant made or undertaken under this
                Agreement.

            


    

     

    
      	
              (m)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

     

    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

     

    
      	
              (n)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (o)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any in respect of any suit, action
                or
                proceeding relating to this Agreement or any Credit Support
                Document.

            


    

     

    
      	
              (p)

            	
              Regarding
                Party A.  Party B acknowledges and agrees that Party A,
                in its capacity as swap provider, has had and will have no involvement
                in
                and, accordingly Party A accepts no responsibility for:  (i) the
                establishment, structure, or choice of assets of Party B; (ii) the
                selection of any person performing services for or acting on behalf
                of
                Party B; (iii) the selection of Party A as the Counterparty; (iv)
                the
                terms of the Certificates; (v) the preparation of or passing on the
                disclosure and other information (other than disclosure and information
                furnished by Party A) contained in any offering circular for the
                Certificates, the Base Agreement, or any other agreements or documents
                used by Party B or any other party in connection with the marketing
                and
                sale of the Certificates; (vi) the ongoing operations and administration
                of Party B, including the furnishing of any information to Party
                B which
                is not specifically required under this Agreement; or (vii) any other
                aspect of Party B’s existence.

            


    

     

    
      	
              (q)

            	
              Rating
                Agency Requirements.   Notwithstanding anything to
                the contrary herein, to the extent any Rating Agency does not assign
                a
                rating to the notes or certificates, as applicable, issued pursuant
                to the
                Base Agreement, references to the requirements of such Rating Agency
                herein shall be ignored for purposes of this
                Agreement.

            


    

     

    
      	
              (r)

            	
              Transfer
                or Restructuring to Avoid Termination Event.  Section
                6(b)(ii) of the Agreement shall be amended in its entirety to read
                as
                follows: If either an Illegality under Section 5(b)(i)(1), a Tax
                Event
                occurs and there is only one Affected Party, or if a Tax Event Upon
                Merger
                occurs and the Burdened Party is the Affected Party, the Affected
                Party
                will, as a condition to its right to designate an Early Termination
                Date
                under Section 6(b)(iv), within 20 days after it gives notice under
                Section
                6(b)(i), use all reasonable efforts (which will not require such
                party to
                incur a loss, excluding immaterial, incidental expenses) to
                (A)  transfer all its rights and obligations under this
                Agreement in respect of the Affected Transactions to another of its
                Offices or Affiliates so that such Termination Event ceases to exist
                or
                (B) replace the Affected Transaction(s) with one or more economically
                equivalent transactions so that such Termination Event ceases to
                exist.

            


    

     

    
      	
               

            	
              If
                the Affected Party is not able to cause such a transfer or restructuring
                it will give notice to the other party to that effect within such
                20 day
                period, whereupon the other party may effect such a transfer or cause
                such
                a restructuring within 30 days after the notice is given under Section
                6(b)(i).

            


    

     

    
      	
               

            	
              Any
                transfer by a party under this Section 6(b)(ii) will be subject to
                and
                conditional upon the prior written consent of the other party, which
                consent will not be withheld if such other party’s policies in effect at
                such time would permit it to enter into transactions with the transferee
                on the terms proposed.  Any restructuring by a party under this
                Section 6(b)(ii) will be subject to and conditional upon the satisfaction
                of the Rating Agency Condition and the prior written consent of the
                other
                party, which consent shall not unreasonably be
                withheld.

            


    

     

    
      	
              (s)

            	
              Additional
                Definitions.

            


    

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold, the Moody’s First Trigger Ratings Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      accordance with the Base Agreement) if such entity were a Transferee, as defined
      in the definition of Permitted Transfer.

     

    “DBRS”
      means Dominion Bond Rating Service, or any successor thereto.

     

    “DBRS
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “AA(low)” and a short-term
      unsecured and unsubordinated debt rating from DBRS of
“R-1(middle)”.

     

    “DBRS
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from DBRS at least equal to the DBRS Required Ratings
      Threshold.

     

    “DBRS
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “BBB”.

     

    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event (other than
      an
      Illegality or Tax Event) with respect to which Party A is the sole Affected
      Party or (iii) an Additional Termination Event with respect to which Party
      A is
      the sole Affected Party.

     

    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future obligations of Party A under this Agreement (or, solely
      for
      purposes of the definition of Eligible Replacement, all present and future
      obligations of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are subject to the Rating Agency Condition with
      respect to S&P, Fitch and DBRS, and either (A) a law firm has given a legal
      opinion confirming that none of the guarantor’s payments to Party B under such
      guarantee will be subject to deduction or Tax collected by withholding, or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to deduction or Tax collected by withholding, such
      guarantor is required to pay such additional amount as is necessary to ensure
      that the net amount actually received by Party B (free and clear of any Tax
      collected by withholding) will equal the full amount Party B would have received
      had no such deduction or withholding been required, or (C) in the event that
      any
      payment under such guarantee is made net of deduction or withholding for Tax,
      Party A is required, under Section 2(a)(i), to make such additional payment
      as
      is necessary to ensure that the net amount actually received by Party B from
      the
      guarantor will equal the full amount Party B would have received had no such
      deduction or withholding been required.

     

    “Eligible
      Replacement” means an entity (A) (I) (x) which has credit ratings from
      S&P at least equal to the S&P Required Ratings Threshold or (y) all
      present and future obligations of which entity owing to Party B under this
      Agreement (or its replacement, as applicable) are guaranteed pursuant to an
      Eligible Guarantee provided by a guarantor with credit ratings from S&P at
      least equal to the S&P Required Ratings Threshold, in either case if S&P
      is a Rating Agency, (II) (x) which has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
      future obligations of which entity owing to Party B under this Agreement (or
      its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency, (III) (x) which has credit ratings from Fitch at least equal to the
      applicable Fitch Approved Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Fitch at least equal to the
      Fitch Approved Ratings Threshold, in either case if Fitch is a Rating Agency,
      and (IV) (x) which has credit ratings from DBRS at least equal to the applicable
      DBRS Approved Ratings Threshold or (y) all present and future obligations of
      which entity owing to Party B under this Agreement (or its replacement, as
      applicable) are guaranteed pursuant to an Eligible Guarantee provided by a
      guarantor with credit ratings from DBRS at least equal to the DBRS Approved
      Ratings Threshold, in either case if DBRS is a Rating Agency, and (B) that
      has
      executed or agrees to execute a Regulation AB indemnification agreement, if
      applicable.

     

    
      	
               

            	
              “Financial
                Institution” means a bank, broker/dealer, insurance company,
                structured investment company or derivative product
                company.

            


    

     

    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

     

    “Fitch”
      means Fitch Ratings Ltd., or any successor thereto.

     

    “Fitch
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “A” and a short-term
      unsecured and unsubordinated debt rating from Fitch of “F1”.

     

    “Fitch
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Required Ratings
      Threshold.

     

    “Fitch
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “BBB-”.

     

    “Moody’s”
      means Moody’s Investors Service, Inc., or any successor thereto.

     

    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating or counterparty rating
      from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A1”.

     

    “Moody’s
      Second Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
      unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

     

    “Permitted
      Transfer” means a transfer by novation by Party A to a transferee
      (the “Transferee”) of all, but not less than all, of Party A’s
      rights, liabilities, duties and obligations under this Agreement, with respect
      to which transfer each of the following conditions is satisfied:  (a)
      the Transferee is an Eligible Replacement that is a recognized dealer in
      interest rate swaps; (b) as of the date of such transfer the Transferee would
      not be required to withhold or deduct on account of Tax from any payments under
      this Agreement or would be required to gross up for such Tax under Section
      2(d)(i)(4); (c) an Event of Default or Termination Event would not occur as
      a
      result of such transfer (d) pursuant to a written instrument (the “Transfer
      Agreement”); the Transferee acquires and assumes all rights and obligations of
      Party A under the Agreement and the relevant Transaction; (e) such Transfer
      Agreement is effective to transfer to the Transferee all, but not less than
      all,
      of Party A’s rights and obligations under the Agreement and all relevant
      Transactions; (f) Party A will be responsible for any costs or expenses incurred
      in connection with such transfer (including any replacement cost of entering
      into a replacement transaction); (g) Moody’s has been given prior written notice
      of such transfer and the Rating Agency Condition (other than with respect to
      Moody’s) is satisfied; and (h) such transfer otherwise complies with the terms
      of the Base Agreement.

     

    “Rating
      Agencies” means, with respect to any date of determination, each
      of  S&P, Moody’s, Fitch and DBRS, to the extent that each such
      rating agency is then providing a rating for any of the related notes or
      certificates, as applicable.

     

    “Rating
      Agency Condition” means, with respect to any particular proposed
      act or omission to act hereunder and each Rating Agency specified in connection
      with such proposed act or omission, that the party proposing such act or failure
      to act must consult with each of the specified Rating Agencies and receive
      from
      each such Rating Agency prior written confirmation that the proposed action
      or
      inaction would not cause a downgrade or withdrawal of the then-current rating
      of
      any Certificates or Notes.

     

    “Relevant
      Entity” means Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

     

    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (i) would have the effect of preserving for Party B the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, and (ii)
      has terms which are substantially the same as this Agreement, including, without
      limitation, rating triggers, Regulation AB compliance, and credit support
      documentation, save for the exclusion of provisions relating to Transactions
      that are not Terminated Transactions.

     

    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold.

     

    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold, the Moody’s Second Trigger Ratings Threshold, the Fitch Required
      Ratings Threshold and the DBRS Required Ratings Threshold.

     

    “S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc., or any successor thereto.

     

    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

     

    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

     

    
      	
               

            	
              “S&P
                Required Ratings Threshold” means, with respect to Party A,
                the guarantor under an Eligible Guarantee, or an Eligible Replacement,
                (I)
                if such entity is a Financial Institution, a short-term unsecured
                and
                unsubordinated debt rating of “A-2” from S&P, or, if such entity does
                not have a short-term unsecured and unsubordinated debt rating from
                S&P, a long-term unsecured and unsubordinated debt rating or
                counterparty rating of “BBB+” from S&P, or (II) if such entity is not
                a Financial Institution, a short-term unsecured and unsubordinated
                debt
                rating of “A-1” from S&P, or, if such entity does not have a
                short-term unsecured and unsubordinated debt rating from S&P, a
                long-term unsecured and unsubordinated debt rating or counterparty
                rating
                of “A+” from S&P.

            


    

     

    


     

    [Remainder
      of this page intentionally left blank.]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

    The
      time
      of dealing will be confirmed by Party A upon written
      request.  Barclays is regulated by the Financial Services
      Authority.  Barclays is acting for its own account in respect of this
      Transaction.

     

    Please
      confirm that the foregoing correctly sets forth all the terms and conditions
      of
      our agreement with respect to the Transaction by responding within three (3)
      Business Days by promptly signing in the space provided below and both (i)
      faxing the signed copy to Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global Operations, Fax
      +(44) 20-7773-6810/6857, Tel +(44) 20-7773-6901/6904/6965, and (ii) mailing
      the
      signed copy to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London
      E14 4BB, Attention of Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global
      Operation.  Your failure to respond within such period shall not
      affect the validity or enforceability of the Transaction against
      you.  This facsimile shall be the only documentation in respect of the
      Transaction and accordingly no hard copy versions of this Confirmation for
      this
      Transaction shall be provided unless Party B requests such a copy.

     

    
      
        	
                For
                  and on behalf of

                BARCLAYS
                  BANK PLC

              	
                For
                  and on behalf of

                U.S.
                  BANK NATIONAL ASSOCIATION, NOT

                IN  ITS
                  INDIVIDUAL CAPACITY, BUT SOLELY

                AS
                  TRUSTEE OF CHARMING SHOPPES

                MASTER
                  TRUST

              
	
                 

                 

                Name:         /s/
                  Shain Kalmanowitz      

                Title:           Authorized
                  Signatory

                Date:

              	
                 

                 

                Name:         /s/
                  Ta_____ Schulz-______

                Title:           Vice
                  President

                Date:           10/17/07

                 

              


      

      


    

    
 

    Barclays
      Bank PLC and its Affiliates, including Barclays Capital Inc., may share with
      each other information, including non-public credit information, concerning
      its
      clients and prospective clients.  If you do not want such information
      to be shared, you must write to the Director of Compliance, Barclays Bank PLC,
      200 Park Avenue, New York, NY 10166.

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
      I

    


    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount (USD)

            
	
              17-Oct-07

            	
              1-Nov-07

            	
              15,051,562.50

            
	
              1-Nov-07

            	
              15-Nov-07

            	
              3,036,718.75

            
	
              15-Nov-07

            	
              15-Dec-07

            	
              2,477,786.48

            
	
              15-Dec-07

            	
              15-Jan-08

            	
              1,918,854.20

            
	
              15-Jan-08

            	
              15-Feb-08

            	
              1,359,921.93

            
	
              15-Feb-08

            	
              15-Mar-08

            	
               924,218.80

            
	
              15-Mar-08

            	
              15-Apr-08

            	
              488,515.68

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

    ANNEX
      A

    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of  October 17, 2007  between

    Barclays
      Bank PLC (hereinafter referred to as “Party A” or
“Pledgor”)

    and

    U.S.
      Bank
      National Association, as Trustee of Charming Shoppes Master Trust

     (hereinafter
      referred to as “Party B” or “Secured
      Party”).

    


    This
      Annex supplements, forms part of, and is subject to, the above-referenced
      Agreement, is part of its Schedule and is a Credit Support Document under this
      Agreement with respect to each party.

    


    
      	
               

            	
              Paragraph
                13.  Elections and
                Variables.

            


    

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	
               

            	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
               

            	
              (A)

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation Date”,
                and

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greatest of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured
                Party,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Credit Support Amount for such Valuation
                Date exceeds (b) the Fitch Value, as of such Valuation Date, of all
                Posted
                Credit Support held by the Secured
                Party.”

            


    

     

    
      	
               

            	
              (B)

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the least of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation
                Date,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Value, as of such Valuation Date, of
                all
                Posted Credit Support held by the Secured Party exceeds (b) the Fitch
                Credit Support Amount for such Valuation
                Date.”

            


    

     

    
      	
               

            	
              (C)

            	
              “Credit
                Support Amount” shall not apply.  For purposes of
                calculating any Delivery Amount or Return Amount for any Valuation
                Date,
                reference shall be made to the S&P Credit Support Amount, the Moody’s
                Credit Support Amount, or the Fitch Credit Support Amount, in each
                case  for such Valuation Date, as provided in Paragraphs
                13(b)(i)(A) and 13(b)(i)(B), above.

            


    

     

    
      	
               

            	
              (ii)

            	
              Eligible
                Collateral.

            


    

     

    On
      any
      date, the following items will qualify as “Eligible
      Collateral” (for the avoidance of doubt, all Eligible Collateral
      to be denominated in USD):

     

    
      	
              Collateral

            	
              S&P
                Approved Ratings Valuation Percentage

            	
              S&P
                Required Ratings Valuation Percentage

            	
              Moody's
                First Trigger Valuation Percentage

            	
              Moody's
                Second Trigger Valuation Percentage

            	
              Fitch
                & DBRS Valuation Percentage

            
	
              (A)Cash

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            	
              100%

            
	
              (B)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of not more than one
                year

            	
              98.9%

            	
              79.1%

            	
              100%

            	
              100%

            	
              97.5%

            
	 	 	 	 	 	 
	
              (C)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than one year but not more
                than
                ten years

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            	
              86.3%

            
	 	 	 	 	 	 
	
              (D)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than ten years

            	
              N/A

            	
              N/A

            	
              100%

            	
              87%

            	
              79%

            


    

    


    Notwithstanding
      the Valuation Percentages set forth in the preceding table, upon the first
      Transfer of Eligible Collateral under this Annex, the Pledgor may, at the
      Pledgor’s expense, agree the Valuation Percentages in relation to (B) through
      (D) above with the relevant rating agency (to the extent such rating agency
      is
      providing a rating for the Certificates), and upon such agreement (as evidenced
      in writing), such Valuation Percentages shall supersede those set forth in
      the
      preceding table.

     

    
      	
               

            	
              (iii)

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Such
      Other Eligible Support as the Pledgor may designate; provided, at the expense
      of
      the Pledgor, the prior written consent of the relevant rating agency (to the
      extent such rating agency is providing a rating for the Certificates) shall
      have
      been obtained.  For the avoidance of doubt, there are no items that
      qualify as Other Eligible Support as of the date of this Annex.

     

    
      	
               

            	
              (iv)

            	
              Threshold.

            


    

     

    
      	
               

            	
              (A)

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
               

            	
              (B)

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody's First Trigger Downgrade Event has occurred and
                is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing for at least 30 Local Business Days or since this Annex
                was
                executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Threshold Downgrade Event has occurred and is
      continuing and such S&P Approved Threshold Downgrade Event has been
      continuing for at least 10 Local Business Days or since this Annex was executed,
      zero; otherwise, infinity.

     

    “Fitch
      Threshold” means, with respect to Party A and any Valuation Date,
      if a Fitch Approved Threshold Downgrade Event has occurred and is continuing
      and
      such Fitch Approved Threshold Downgrade Event has been continuing for at least
      30 calendar days or since this Annex was executed, zero; otherwise,
      infinity

     

    
      	
               

            	 	
              “Threshold”
                means, with respect to Party B and any Valuation Date,
                infinity.

            


    

     

    
      	
               

            	
              (C)

            	
              “Minimum
                Transfer Amount” means USD 50,000; provided further, with
                respect to the Secured Party at any time when the Secured Party is
                a
                Defaulting Party, “Minimum Transfer Amount”
                means zero.

            


    

     

    
      	
               

            	
              (D)

            	
              Rounding:  The
                Delivery Amount will be rounded up and the Return Amount will be
                rounded
                down to the nearest integral multiple of USD
                1000.

            


    

     

    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

     

    
      	
               

            	
              (i)

            	
              “Valuation
                Agent” means Party A.  The Valuation Agent’s
                calculations shall be made in accordance with standard market practices
                using commonly accepted third party sources such as Bloomberg or
                Reuters.

            


    

     

    
      	
               

            	
              (ii)

            	
              “Valuation
                Date” means each Local Business
                Day.

            


    

     

    
      	
               

            	
              (iii)

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same
                date.

            


    

     

    
      	
               

            	
              (iv)

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that
                party):  None.

            


    

     

    
      	
              (e)

            	
              Substitution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)

            	
              Dispute
                Resolution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
               

            	
              (ii)

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value, Moody’s Value, and Fitch Value, on
                any date, of Eligible Collateral will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral comprised of Cash, the amount of such Cash.

     

    For
      Eligible Collateral comprising securities, the sum of (A) the product of (1)(x)
      the bid price at the Valuation Time for such securities on the principal
      national securities exchange on which such securities are listed, or (y) if
      such
      securities are not listed on a national securities exchange, the bid price
      for
      such securities quoted at the Valuation Time by any principal market maker
      for
      such securities selected by the Valuation Agent, or (z) if no such bid price
      is
      listed or quoted for such date, the bid price listed or quoted (as the case
      may
      be) at the Valuation Time for the day next preceding such date on which such
      prices were available and (2) the applicable Valuation Percentage for such
      Eligible Collateral, and (B) the accrued interest on such securities (except
      to
      the extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in the applicable price referred to in the immediately preceding clause (A))
      as
      of such date.

     

    
      	
               

            	
              (iii)

            	
              Alternative.  The
                provisions of Paragraph 5 will apply; provided, that the obligation
                of the
                appropriate party to deliver the undisputed amount to the other party
                will
                not arise prior to the time that would otherwise have applied to
                the
                Transfer pursuant to, or deemed made, under Paragraph 3 if no dispute
                had
                arisen.

            


    

     

    
      	
              (g)

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
               

            	
              (i)

            	
              Eligibility
                to Hold Posted Collateral;
                Custodians.

            


    

     

    Party
      B
      is not and will not be entitled to hold Posted Collateral.  Party B's
      Custodian will be entitled to hold Posted Collateral pursuant to Paragraph
      6(b);
      provided that the following conditions applicable to it are
      satisfied:

     

    
      	
               

            	
              (1)

            	
              The
                Custodian for Party B shall be the same banking institution that
                acts as
                Trustee for the Certificates.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Custodian for Party B shall have a short-term unsecured and unsubordinated
                debt rating from S&P of at least “A-1” or, if no short-term rating is
                available, a long-term unsecured debt rating from S&P of
                “A+.”  The Trustee is required to replace the Custodian within
                60 calendar days of the Custodian’s rating falling below “A-1,” in the
                case of a short-term rating, or “A+,” in the case of a long-term
                rating.

            


    

     

    Initially,
      the Custodian for Party B is:  to be advised in
      writing by Party B to Party A.

     

    
      	
               

            	
              (ii)

            	
              Use
                of Posted Collateral.  The provisions of Paragraph
                6(c) will not apply to Party B; therefore, Party B will not have
                any of
                the rights specified in Paragraph 6(c)(i) or 6(c)(ii); provided,
                however,
                that the Trustee shall invest Cash Posted Credit Support in such
                investments as designated by Party A, with losses (net of gains)
                incurred
                in respect of such investments to be for the account of Party A;
                provided
                further, that such investments designated by Party A shall be limited
                to
                money market funds rated “AAAm” or “AAAm-G” by S&P and from which such
                invested Cash Posted Credit Support may be withdrawn upon no more
                than 2
                Local Business Day’s notice of a request for
                withdrawal.

            


    

     

    
      	
              (h)

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
               

            	
              (i)

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash pursuant to Paragraph
                13(g)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Transfer
                of Interest Amount. The Transfer of the Interest Amount will
                be made on the second Local Business Day following the end of each
                calendar month and on any other Local Business Day on which Posted
                Collateral in the form of Cash is Transferred to the Pledgor pursuant
                to
                Paragraph 3(b); provided, however, that the obligation of Party B
                to
                Transfer any Interest Amount to Party A shall be limited to the extent
                that Party B has earned and received such funds and such funds are
                available to Party B.

            


    

     

    
      	
               

            	
              (iii)

            	
              Alternative
                to Interest Amount. The provisions of Paragraph 6(d)(ii)
                will apply.

            


    

     

    
      	
              (i)

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
               

            	
              (i)

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
               

            	
              (ii)

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
              (k)

            	
              Demands
                and Notices.All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    
      If
        to
        Party A:

          5
        The North
        Colonnade

          Canary
        Wharf

          London  E14
        4BB,
        England

          Attention:                      Swaps
        Documentation

          Facsimile
        No.:               0207-773-6857/6858

          Telephone
        No.:             0207-773-6915/6904

       

          with
        a
        copy to:

       

          General
        Counsel’s Office

          200
        Park
        Avenue

          New
        York,
        NY  10166

       

          Notices
        to Party A shall not be deemed effective unless delivered to the London address
        set forth above.

       

      If
        to
        Party B, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B’s Custodian:  to be provided in writing to Party
        A.

    

     

     

    
      	
              (l)

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified in writing from time to time by the
                party to
                which such Transfer will be made.

            


    

     

    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Collateral
                Account.  The Secured Party shall cause any
                Custodian appointed hereunder to open and maintain a segregated trust
                account and to hold, record and identify all the Posted Collateral
                in such
                segregated trust account and, subject to Paragraph 8(a), such Posted
                Collateral shall at all times be and remain the property of the Pledgor
                and shall at no time constitute the property of, or be commingled
                with the
                property of, the Secured Party or the
                Custodian.

            


    

     

    
      	
               

            	
              (ii)

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
               

            	
              (iii)

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, Fitch Value”.  Paragraph 4(d)(ii) is hereby
                amended by (A) deleting the words “a Value” and inserting in lieu thereof
                “an S&P Value, a Moody’s Value, and a Fitch Value” and (B) deleting
                the words “the Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5 (flush language)
                is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “S&P Value, Moody’s Value, or Fitch
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5(i)(C) is hereby
                amended by deleting the word “the Value, if” and inserting in lieu thereof
                “any one or more of the S&P Value, Moody’s Value, or Fitch Value, as
                may be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                first instance of the words “the Value” and inserting in lieu thereof “any
                one or more of the S&P Value, Moody’s Value, or Fitch Value” and (2)
                deleting the second instance of the words “the Value” and inserting in
                lieu thereof “such disputed S&P Value, Moody’s Value, or Fitch
                Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
                hereby amended by deleting the word “Value” and inserting in lieu thereof
                “least of the S&P Value, Moody’s Value or Fitch
                Value”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
               

            	
              (v)

            	
              Events
                of Default.  Paragraph 7 will not apply to cause
                any Event of Default to exist with respect to Party B except that
                Paragraph 7(i) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support
                Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a Moody’s Second Trigger Downgrade
                Event has occurred and been continuing for 30 or more Local Business
                Days,
                (B) an S&P Required Ratings Downgrade Event has occurred and been
                continuing for 10 or more Local Business Days, (C) a Fitch Required
                Ratings Downgrade Event has occurred and been continuing for 30 or
                more
                days, or (D) a DBRS Required Ratings Downgrade Event has occurred
                and been
                continuing for 30 or more days.

            


    

     

    
      	
               

            	
              (vi)

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


    

     

    
      	
               

            	
              (vii)

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

    
      	
               

            	
              (viii)

            	
              Additional
                Definitions.  As used in this
                Annex:

            


    

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
      1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
      of the definition of Exposure, the words “with terms that are, in all material
      respects, no less beneficial for Party B than those of this Agreement” shall be
      added.

     

    “Fitch
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Approved Ratings
      Threshold.

     

    “Fitch
      Credit Support Amount” means, for any Valuation Date,

     

    
      	
               

            	
              (A)

            	
              if
                the Fitch Threshold for such Valuation Date is zero, an amount equal
                to
                the sum of (1) the Secured Party’s Exposure and (2) the sum, for each
                Transaction, of the product of (a) the Fitch Volatility Cushion for
                such
                Transaction and (b) the Notional Amount of such
                Transaction for the Calculation Period which includes such Valuation
                Date,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Fitch
      Valuation Percentage” means, for any Valuation Date and each item
      of Eligible Collateral, if the Fitch Threshold for such Valuation Date is zero,
      the corresponding percentage for such Eligible Collateral in the column headed
      “Fitch Valuation Percentage”.

     

    “Fitch
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent for such Eligible Collateral and (y) the Fitch Valuation
      Percentage for such Eligible Collateral set forth in paragraph
      13(b)(ii).  The Fitch Value of Cash will be the amount of such
      Cash.

     

    “Fitch
      Volatility Cushion” means, for any Transaction, the related
      percentage set forth in the following table:

     

    
      	 	 	
              Remaining
                Weighted Average Maturity of Transaction

              (years)

            	 
	
              Rating
                of Most Senior Class of Certificates Outstanding on

              Valuation
                Date

            	 	 	
              1

            	 	 	 	
              2

            	 	 	 	
              3

            	 	 	 	
              4

            	 	 	 	
              5

            	 	 	 	
              6

            	 	 	 	
              7

            	 	 	 	
              8

            	 	 	 	
              9

            	 	 	 	
              10

            	 
	
              At
                least “AA-”

            	 	 	0.6	%	 	 	1.6	%	 	 	2.6	%	 	 	3.4	%	 	 	4.2	%	 	 	4.8	%	 	 	5.5	%	 	 	5.9	%	 	 	6.4	%	 	 	7.0	%
	
              “A+/A”

            	 	 	0.3	%	 	 	0.8	%	 	 	1.3	%	 	 	1.7	%	 	 	2.1	%	 	 	2.4	%	 	 	2.8	%	 	 	3.0	%	 	 	3.3	%	 	 	3.6	%
	
              “A-/BBB+”
                or lower

            	 	 	0.2	%	 	 	0.6	%	 	 	1.0	%	 	 	1.3	%	 	 	1.6	%	 	 	1.9	%	 	 	2.1	%	 	 	2.3	%	 	 	2.5	%	 	 	2.7	%


    

    


    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and it is not the
                case that a Moody’s Second Trigger Downgrade Event  has occurred
                and been continuing for at least 30 Local Business Days, an amount
                equal
                to the greater of (x) zero and (y) the sum of the Secured Party’s Exposure
                and the aggregate of Moody’s First Trigger Additional Amounts for each
                Transaction and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event  has occurred and been
                continuing for at least 30 Local Business Days, an amount equal to
                the
                greatest of (x) zero, (y) the aggregate amount of the Next Payments
                for
                each Transaction and such Valuation Date, and (z) the sum of the
                Secured
                Party’s Exposure and the aggregate of Moody’s Second Trigger Additional
                Amounts for each Transaction and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for
      any Valuation Date and any Transaction, the product of (i) the applicable
      Moody’s First Trigger Factor set forth in Table 1, (ii) the Scale Factor, if
      any, for such Transaction, or, if no Scale Factor is applicable for such
      Transaction, one, and (iii) the Notional Amount for such Transaction for the
      Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the product
                of (i)
                the applicable Moody’s Second Trigger Factor set forth in Table 2, (ii)
                the Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the product of
                (i) the
                applicable Moody’s Second Trigger Factor set forth in Table 3, (ii) the
                Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;

            


    

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the Moody's Threshold for such
      Valuation Date is zero and it is not the case that a Moody’s Second Trigger
      Downgrade Event  has occurred and been continuing for at least 30
      Local Business Days, the corresponding percentage for such Eligible Collateral
      in the column headed “Moody’s First Trigger Valuation Percentage” or (ii) if a
      Moody’s Second Trigger Ratings Event has occurred and been
      continuing  for at least 30 Local Business Days, the corresponding
      percentage for such Eligible Collateral in the column headed “Moody’s Second
      Trigger Valuation Percentage”.

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent and (y) the applicable Moody’s Valuation Percentage set forth in
      Paragraph 13(b)(ii). The Moody’s Value of Cash will be the amount of such
      Cash.

     

    “Next
      Payment” means, for each Transaction and each Valuation Date, the
      greater of (i) the aggregate amount of any payments due to be made by Party
      A
      under Section 2(a) in respect of such Transaction on the related Next Payment
      Date less the aggregate amount of any payments due to be made by Party B under
      Section 2(a) on such Next Payment Date (any such payments determined based
      on
      rates prevailing on such Valuation Date) and (ii) zero.

     

    “Next
      Payment Date” means, for each Transaction, the date on which the
      next scheduled payment under such Transaction is due to be paid.

     

    “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the Secured Party’s Exposure;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                125% of
                the Secured Party’s Exposure; or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the S&P Threshold for such
      Valuation Date is zero and it is not the case that a S&P Required Ratings
      Downgrade Event has occurred and been continuing for at least 10 Local Business
      Days, the corresponding percentage for such Eligible Collateral in the column
      headed “S&P Approved Ratings Valuation Percentage” or (ii) if an S&P
      Required Ratings Downgrade Event has occurred and been continuing for at least
      10 Local Business Days, the corresponding percentage for such Eligible
      Collateral in the column headed “S&P Required Ratings Valuation
      Percentage”.

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, the product of (x) the bid price obtained by the Valuation Agent
      for
      such Eligible Collateral and (y) the applicable S&P Valuation Percentage for
      such Eligible Collateral set forth in paragraph 13(b)(ii).

     

    “Transaction-Specific
      Hedge” means any Transaction in respect of which (x) the notional
      amount is “balance guaranteed” or (y) the notional amount for any Calculation
      Period (as defined in the related Confirmation) otherwise is not a specific
      dollar amount that is fixed at the inception of the Transaction.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value, Moody’s Value and Fitch Value with respect to any Eligible Collateral or
      Posted Collateral, the applicable S&P Valuation Percentage, Moody’s
      Valuation Percentage, or Fitch Valuation Percentage for such Eligible Collateral
      or Posted Collateral, respectively, in each case as set forth in Paragraph
      13(b)(ii).

     

    “Value”
      shall mean, in respect of any date, the related S&P Value, the related
      Moody’s Value, and the related Fitch Value.

     

    


     

    [Remainder
      of this page intentionally left blank]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      1

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                First Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                First Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.15%

            	
              1.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              0.30%

            	
              1.20%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              0.40%

            	
              1.30%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              0.60%

            	
              1.40%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              0.70%

            	
              1.50%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              0.80%

            	
              1.60%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              1.00%

            	
              1.60%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              1.10%

            	
              1.70%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              1.20%

            	
              1.80%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              1.30%

            	
              1.90%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              1.40%

            	
              1.90%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              1.50%

            	
              2.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              1.60%

            	
              2.10%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              1.70%

            	
              2.10%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              1.80%

            	
              2.20%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              1.90%

            	
              2.30%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              2.00%

            	
              2.30%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 29

            	
              2.00%

            	
              2.50%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      2

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Swaps

            	
              Moody’s
                Second Trigger Factor—Currency Swaps

            
	
              Equal
                to or less than 1

            	
              0.50%

            	
              6.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.00%

            	
              6.30%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.50%

            	
              6.40%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              1.90%

            	
              6.60%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              2.40%

            	
              6.70%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              2.80%

            	
              6.80%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              3.20%

            	
              7.00%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              3.60%

            	
              7.10%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              4.00%

            	
              7.20%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              4.40%

            	
              7.30%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              4.70%

            	
              7.40%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              5.00%

            	
              7.50%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              5.40%

            	
              7.60%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              5.70%

            	
              7.70%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              6.00%

            	
              7.80%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              6.30%

            	
              7.90%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              6.60%

            	
              8.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              6.90%

            	
              8.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              7.20%

            	
              8.20%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              7.50%

            	
              8.20%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              7.80%

            	
              8.30%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              8.00%

            	
              8.40%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              8.00%

            	
              8.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              8.00%

            	
              8.70%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              8.00%

            	
              8.90%

            
	
              Greater
                than 29

            	
              8.00%

            	
              9.00%

            


    

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      3

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
               

              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                Second Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.65%

            	
              6.30%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.30%

            	
              6.60%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.90%

            	
              6.90%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              2.50%

            	
              7.10%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              3.10%

            	
              7.40%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              3.60%

            	
              7.70%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              4.20%

            	
              7.90%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              4.70%

            	
              8.20%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              5.20%

            	
              8.40%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              5.70%

            	
              8.60%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              6.10%

            	
              8.80%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              6.50%

            	
              9.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              7.00%

            	
              9.20%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              7.40%

            	
              9.40%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              7.80%

            	
              9.60%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              8.20%

            	
              9.80%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              8.60%

            	
              10.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              9.00%

            	
              10.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              9.40%

            	
              10.30%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              9.70%

            	
              10.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              10.00%

            	
              10.70%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              10.00%

            	
              10.80%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 29

            	
              10.00%

            	
              11.00%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

     

    
      
        	 Barclays
                Bank PLC
	 5
                The North Colonnade
	 Canary
                Wharf
	 London
                E14 4BB
	 Tel
                +44 (0)20 7623 2323


      

       

       

       

      
        
          	
                  DATE: 

                	 October
                  17, 2007
	 
	TO: 	 U.S.
                  Bank National Association, as Trustee of Charming Shoppes
                  Master Trust
	ATTENTION: 	 Jacqueline
                  K. Lee
	TELEPHONE: 	 (651)
                  495-3845
	FACSIMILE: 	 (651)
                  495-8089
	 	 
	FROM: 	 Barclays
                  Bank PLC
	 	 
	SUBJECT: 	 Fixed
                  Income Derivatives Confirmation
	 	 
	REFERENCE
                  NUMBER: 	 1991456B


        

      

       

    

     

    
    

     

    The
      purpose of this long-form confirmation (“Confirmation”) is to
      confirm the terms and conditions of the Transaction entered into on the Trade
      Date specified below (the “Transaction”) between Barclays Bank
      PLC (“Party A”) and U.S. Bank National
      Association, as Trustee of Charming Shoppes Master
      Trust (“Party B”) created under the Pooling and Servicing
      Agreement, dated as of November 25, 1997, as amended (the “Pooling and
      Servicing Agreement”) among the Charming Shoppes Receivables Corp.,
      Spirit of America, Inc., as servicer (in such capacity, the
“Servicer”), and U.S. Bank National Association, as trustee
      (the “Trustee”), as supplemented from time to time prior to the
      date hereof, including by the Series 2007-1 Supplement to the Pooling and
      Servicing Agreement dated as of October 17, 2007 (the “Series
      Supplement”).  The Series Supplement and the Pooling and
      Servicing Agreement are collectively referred to herein as the “Base
      Agreement”.  This Confirmation evidences a complete and
      binding agreement between you and us to enter into the Transaction on the terms
      set forth below and replaces any previous agreement between us with respect
      to
      the subject matter hereof.  Item 2 of this Confirmation constitutes a
“Confirmation” as referred to in the ISDA Master Agreement
      (defined below); Item 3 of this Confirmation constitutes a
“Schedule” as referred to in the ISDA Master Agreement; and
      Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to the
      Schedule.

    


    
      	
              1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”), as if Party A and Party B had executed an
                agreement in such form on the date hereof, with a Schedule as set
                forth in
                Item 3 of this Confirmation, and an ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc., with Paragraph 13 thereof as set forth in Annex
                A
                hereto (the “Credit Support Annex”) and together with
                this Confirmation and the ISDA Master Agreement, the
                “Agreement”).  For the avoidance of doubt, the
                Transaction described herein shall be the sole Transaction governed
                by
                such ISDA Master Agreement.

            


    

     

    
      	
              2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

     

    
      	
              Type
                of Transaction:

            	
              Interest
                Rate Swap

            
	
              Notional
                Amount:

            	
              An
                amount equal for each Calculation Period to (x) initially, USD
                4,000,000.00 and thereafter the outstanding principal amount of the
                Class
                M-1 Certificates (as defined in the Series Supplement) at the end
                of the
                first day of such Calculation Period, minus (y) the amount or amounts,
                as
                applicable, set forth for such period on Schedule I attached
                hereto.

            
	
              Trade
                Date:

            	
              October
                10, 2007

            
	
              Effective
                Date:

            	
              October
                17, 2007

            
	
              Termination
                Date:

            	
              The
                earlier of (i) September 15, 2017, subject to adjustment in accordance
                with the Following Business Day Convention, and (ii) the date on
                which the
                outstanding principal amount of the Class M-1 Certificates (as defined
                in
                the Series Supplement) is reduced to zero, subject to early termination
                in
                accordance with the terms of the Agreement.  In accordance with
                the Series Supplement, the Class M Expected Final Payment Date is
                December
                15, 2012, subject to adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Amounts:

            	 
	
              Fixed
                Rate Payer:

            	
              Party
                B

            
	
              Fixed
                Rate Payer

              Period
                End Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Rate Payer

              Payment
                Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Fixed
                Rate:

            	
              5.081%

            
	
              Fixed
                Rate Day

              Count
                Fraction:

            	
               

              Actual/360

            
	
              Floating
                Amounts:

            	 
	
              Floating
                Rate
                Payer:

            	
              Party
                A

            
	
              Floating
                Rate Payer

              Period
                End Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention..

            
	
              Floating
                Rate Payer

              Payment
                Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Floating
                Rate
                Option:

            	
              USD-LIBOR-BBA

            
	
              Designated
                Maturity:

            	
              One
                month

            
	
              Floating
                Rate Day

              Count
                Fraction

            	
               

              Actual/360

            
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	
              Compounding:

            	
              Inapplicable

            
	
              Business
                Days:

            	
              New
                York, Philadelphia and Milford, Ohio

            
	
              Business
                Day
                Convention:

            	
              Following

            
	
              Calculation
                Agent:

            	
              Party
                A

            
	
              Account
                Details and Settlement Information:

            	 
	
              Payments
                to Party
                A:

            	
              Correspondent:
                BARCLAYS BANK PLC NEW YORK

              FEED:
                026002574

              Beneficiary:  BARCLAYS
                SWAPS

              Beneficiary
                Account: 050-01922-8

            
	
              Payments
                to Party
                B:

            	
              U.S.
                Bank National Association

              ABA
                Number:  091000022

              Account
                Number:  1731-0332-2058

              Reference:  Charming
                Shoppes/2576000052 (2007-1 Hedge)

              Beneficiary
                Name:  US Bank Structured Fin

              Attn:  Jacque
                Lee

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              3.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

     

    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

     

    
      	
               

            	
              For
                the purposes of this Agreement:-

            


    

     

    
      	
              (a)

            	
              “Specified
                Entity” will not apply to Party A or Party B for any
                purpose.

            


    

     

    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

     

    
      	
              (c)

            	
              Events
                of Default.

            


    

     

    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

     

    
      	
               

            	
              (i)

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party
                B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party B; provided, however,
                that  notwithstanding anything to the contrary in Section
                5(a)(ii), any failure by Party A to comply with or perform any obligation
                to be complied with or performed by Party A under the Credit Support
                Annex
                shall not constitute an Event of Default under Section 5(a)(ii) unless
                (A)
                a Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days, (B) an S&P Required Ratings
                Downgrade Event has occurred and been continuing for 10 or more Local
                Business Days, (C) a Fitch Required Ratings Downgrade Event has occurred
                and been continuing for 30 or more days, or (D) a DBRS Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more
                days.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support Annex; provided,
                however, that notwithstanding anything to the contrary in Section
                5(a)(iii)(1), any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(iii) unless (A) a Moody’s Second Trigger Downgrade Event has occurred
                and been continuing for 30 or more Local Business Days, (B) an S&P
                Required Ratings Downgrade Event has occurred and been continuing
                for 10
                or more Local Business Days, (C) a Fitch Required Ratings Downgrade
                Event
                has occurred and been continuing for 30 or more days, or (D) a DBRS
                Required Ratings Downgrade Event has occurred and been continuing
                for 30
                or more days.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (v)

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (vi)

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

     

    “Specified
      Indebtedness” will have the meaning specified in Section 14, except
      that such term shall not include obligations in respect of deposits received
      in
      the ordinary course of Party A’s banking business.

     

    “Threshold
      Amount” means with respect to Party A an amount equal to three percent
      (3%) of the Shareholders’ Equity of Party A or, if applicable, a guarantor under
      an Eligible Guarantee with credit ratings at least equal to the S&P Required
      Ratings Threshold, the Moody’s Second Trigger Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Shareholders’
      Equity” means with respect to an entity, at any time, such party’s
      shareholders’ equity (on a consolidated basis) determined in accordance with
      generally accepted accounting principles in such party’s jurisdiction of
      incorporation or organization as at the end of such party’s most recently
      completed fiscal year.

     

    
      	
               

            	
              (vii)

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Base Agreement, (C) Section 5(a)(vii)(4) shall not apply to
                a
                proceeding instituted, or a petition presented, by Party A or any
                of its
                Affiliates (notwithstanding anything to the contrary in this Agreement,
                for purposes of Section 5(a)(vii)(4), Affiliate shall have the meaning
                set
                forth in Section 14 of the ISDA Master Agreement), (D) Section
                5(a)(vii)(6) shall not apply to any appointment that is effected
                by or
                pursuant to the Base Agreement, or any appointment to which Party
                B has
                not yet become subject; (E) Section 5(a)(vii) (7) shall not apply;
                (F)
                Section 5(a)(vii)(8) shall apply only to the extent of any event
                which has
                an effect analogous to any of the events specified in clauses (1),
                (3),
                (4), (5) or (6) of Section 5(a)(vii), in each case as modified in
                this
                Part 1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

     

    
      	
               

            	
              (viii)

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will  not apply to Party
                B.

            


    

     

    
      	
              (d)

            	
              Termination
                Events.

            


    

     

    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

     

    
      	
               

            	
              (i)

            	
              The
                “Illegality” provisions of Section 5(b)(i) will apply to
                Party A and will apply to Party B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A except that, for purposes of the application of Section 5(b)(ii)
                to Party A, Section 5(b)(ii) is hereby amended by deleting the words
“(x)
                any action taken by a taxing authority, or brought in a court of
                competent
                jurisdiction, on or after the date on which a Transaction is entered
                into
                (regardless of whether such action is taken or brought with respect
                to a
                party to this Agreement) or (y)”, and the “Tax Event”
                provisions of Section 5(b)(ii) will apply to Party
                B.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (f)

            	
              Payments
                on Early Termination.  For the purpose of Section 6(e)
                of this Agreement:

            


    

     

    
      	
               

            	
              (i)

            	
              Market
                Quotation will apply, provided, however, that, in the event of a
                Derivative Provider Trigger Event, the following provisions will
                apply:

            


    

     

    
      	
               

            	
              (A)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

     

    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, a Firm Offer which is (1) made by a Reference Market-maker that
      is
      an Eligible Replacement, (2) for an amount that would be paid to Party B
      (expressed as a negative number) or by Party B (expressed as a positive number)
      in consideration of an agreement between Party B and such Reference Market-maker
      to enter into a Replacement Transaction, and (3) made on the basis that Unpaid
      Amounts in respect of the Terminated Transaction or group of Transactions are
      to
      be excluded but, without limitation, any payment or delivery that would, but
      for
      the relevant Early Termination Date, have been required (assuming satisfaction
      of each applicable condition precedent) after that Early Termination Date is
      to
      be included.

     

    
      	
               

            	
              (B)

            	
              The
                definition of Settlement Amount shall be deleted in its entirety
                and
                replaced with the following:

            


    

     

    “Settlement
      Amount” means, with respect to any Early Termination Date, an
      amount (as determined by Party B) equal to:

     

    
      	
               

            	
              (a)

            	
              if,
                on or prior to such Early Termination Date, a Market Quotation for
                the
                relevant Terminated Transaction or group of Terminated Transactions
                is
                accepted by Party B so as to become legally binding, the Termination
                Currency Equivalent of the amount (whether positive or negative)
                of such
                Market Quotation;

            


    

     

    
      	
               

            	
              (b)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions has been
                accepted by Party B so as to become legally binding and one or more
                Market
                Quotations from Approved Replacements have been communicated to Party
                B
                and remain capable of becoming legally binding upon acceptance by
                Party B,
                the Termination Currency Equivalent of the amount (whether positive
                or
                negative) of the lowest of such Market Quotations (for the avoidance
                of
                doubt, (i) a Market Quotation expressed as a negative number is lower
                than
                a Market Quotation expressed as a positive number and (ii) the lower
                of
                two Market Quotations expressed as negative numbers is the one with
                the
                largest absolute value); or

            


    

     

    
      	
               

            	
              (c)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions is accepted
                by
                Party B so as to become legally binding and no Market Quotation from
                an
                Approved Replacement has been communicated to Party B and remains
                capable
                of becoming legally binding upon acceptance by Party B, Party B’s Loss
                (whether positive or negative and without reference to any Unpaid
                Amounts)
                for the relevant Terminated Transaction or group of Terminated
                Transactions.”

            


    

     

    
      	
               

            	
              (C)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do so before the Early Termination
                Date.

            


    

     

    
      	
               

            	
              (D)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

     

    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (II) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that (x) the amounts payable under the immediately
      preceding clauses (II) and (III) shall be subject to netting in accordance
      with
      Section 2(c) of this Agreement and (y) notwithstanding any other provision
      of
      this Agreement, any amount payable by Party A under the immediately preceding
      clause (III) shall not be netted against any amount payable by Party B under
      the
      immediately preceding clause (I).”

     

    
      	
               

            	
              (E)

            	
              At
                any time on or before the Early Termination Date at which two or
                more
                Market Quotations from Approved Replacements have been communicated
                to
                Party B and remain capable of becoming legally binding upon acceptance
                by
                Party B, Party B shall be entitled to accept only the lowest of such
                Market Quotations (for the avoidance of doubt, (i) a Market Quotation
                expressed as a negative number is lower than a Market Quotation expressed
                as a positive number and (ii) the lower of two Market Quotations
                expressed
                as negative numbers is the one with the largest absolute
                value).

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                Second Method will apply.

            


    

     

    
      	
              (g)

            	
              “Termination
                Currency” means USD.

            


    

     

    
      	
              (h)

            	
              Additional
                Termination Events.  Additional Termination Events will
                apply as provided in Part 5(c).

            


    

     

    
      	
              (i)

            	
              Additional
                Amounts Upon Certain Partial
                Terminations

            


    

     

    (i)           Capitalized
      terms used but not otherwise defined in this Part 1(i) have the meanings
      assigned thereto in the Series Supplement.  In addition, the following
      terms have the meanings set forth below:

     

    “Available
      Reserve Funds” means funds on deposit in the Hedge Reserve Account, other than
      interest and other investment income.

     

    “Prefunding
      Reduction” means a principal payment made on the Class M-1 Certificates as a
      result of the release of funds from the Pre-Funding Account on the Lane Bryant
      Portfolio Distribution Date pursuant to Section 4.19(b) of the Series
      Supplement.

     

    “Hedge
      Reserve Account” means a segregated trust account maintained by the Trustee at
      the Trustee in the name of the Trustee, for the benefit of Party A as
      counterparty under each of the Interest Rate Hedge Agreements.

     

    (ii)           If
      the Notional Amount is reduced on any date as a result of a Prefunding
      Reduction, the parties hereto shall treat the portion of such reduction (without
      duplication) as terminated on such date (a “Terminated
      Transaction”).  Party A shall calculate the Market Quotation for the
      Terminated Transaction as set forth below.

     

    “Market
      Quotation” means, with respect to a Terminated Transaction, an amount determined
      on the basis of quotations from Reference Market-makers.  Each
      quotation will be for an amount, if any, that would be paid to Party A
      (expressed as a negative number) or by Party A (expressed as a positive number)
      in consideration of an agreement between Party A and the quoting Reference
      Market-maker to enter into such Terminated Transaction (with the same fixed
      and
      floating payment rates and remaining term as this Transaction) on the relevant
      Payment Date.  Party A will request each Reference Market-maker to
      provide its quotation to the extent reasonably practicable as of the same day
      and time (without regard to different time zones) on or as soon as reasonably
      practicable prior to the relevant Payment Date.  The day and time as
      of which those quotations are to be obtained will be selected in good faith
      by
      Party A.  If more than three quotations are provided, the Market
      Quotation will be the arithmetic mean of the quotations, without regard to
      the
      quotations having the highest and lowest values.  If exactly three
      such quotations are provided,  the Market Quotation will be the
      quotation remaining after disregarding the highest and lowest
      quotations.  For this purpose, if more than one quotation has the same
      highest value or lowest value, then one of such quotations shall be
      disregarded.  If fewer than three quotations are provided, Party A
      will determine the Market Quotation in good faith.  Notwithstanding
      the foregoing, Party A shall be the sole Reference Market-maker
      unless:  (a) the reduction in the aggregate Notional Amounts of the
      Transactions between Party A and Party B being terminated at the same time
      is
      equal to or greater than $50 million, and (b) the Servicer or the Trustee
      requests that quotations from Reference Market-makers other than Party A are
      utilized.

     

    If
      the
      amount so determined by Party A in respect of a Terminated Transaction is
      positive, Party B shall owe such amount to Party A, which shall be payable
      (with
      interest thereon accruing from such Payment Date and calculated at the Fixed
      Rate) on the next Payment Date to the extent provided in the Series
      Supplement.  If such amount is negative, Party A shall pay such amount
      to Party B on the next Local Business Day.

     

    (iii)           The
      amount payable by Party B under clause (ii) of this Part 1(i), if any, shall
      be
      paid from the following sources:

     

    first,
      funds available for that purpose under Section 4.11(t) of the Series
      Supplement,

     

    second,
      Available Reserve Funds in the Hedge Reserve Account, and

     

    third,
      funds that would otherwise be released on such date to the holder of the
      Exchangeable Seller Certificate from the Funding Period Reserve
      Account.

     

    (iv)           Party
      B’s obligation to deposit funds to the Hedge Reserve Account shall be limited
      to
      the extent that funds are available for such purpose under Section 4.11(t)
      of
      the Series Supplement, and failure to make such deposit due to such funds not
      being available shall not constitute an Event of Default.  Funds held
      in the Hedge Reserve Account shall be used solely to fund Party B’s obligations
      under clause (ii) of this Part 1(i) in respect of a Terminated Transaction,
      and
      may not be used for any other purpose.

     

    (v)           Funds
      on deposit in the Hedge Reserve Account (after giving effect to any withdrawals
      from the Hedge Reserve Account) shall be invested by the Trustee at the
      direction of the Servicer in Permitted Investments maturing no later than the
      following Distribution Date.  The interest and other investment income
      (net of investment expenses and losses) earned on such investments shall be
      withdrawn from the Hedge Reserve Account and transferred to the holder of the
      Exchangeable Seller Certificate on each Distribution Date, provided that any
      other deposit to, or withdrawal from, such account required to be made on such
      date has occurred.

     

    (vi)           The
      Hedge Reserve Account shall be terminated following the earlier to occur of
      (a)
      the completion of the acquisition of the Lane Bryant Portfolio by the Originator
      or (b) the payment in full of any amounts due under Part 1(i)
      hereof.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                2.

            	
              Tax
                Matters.

            


    

     

    
      	
              (a)

            	
              Tax
                Representations.

            


    

     

    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (ii)

            	
              Payee
                Representations.  For the purpose of Section 3(f) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    None.

     

    
      	
              (b)

            	
              Tax
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Indemnifiable
                Tax.  Notwithstanding the definition of “Indemnifiable
                Tax” in Section 14 of this Agreement, all Taxes in relation to payments
                by
                Party A shall be Indemnifiable Taxes unless (i) such Taxes are assessed
                directly against Party B and not by deduction or withholding by Party
                A or
                (ii) arise as a result of a Change in Tax Law (in which case such
                Tax
                shall be an Indemnifiable Tax only if such Tax satisfies the definition
                of
                Indemnifiable Tax provided in Section 14).  In relation to
                payments by Party B, no Tax shall be an Indemnifiable Tax, unless
                the Tax
                is due to a Change in Tax Law and otherwise satisfies the definition
                of
                Indemnifiable Tax provided in Section
                14.

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                3.

            	
              Agreement
                to Deliver Documents.

            


    

     

    
      	
              (a)

            	
              For
                the purpose of Section 4(a)(i), tax forms, documents, or certificates
                to
                be delivered are:

            


    

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            
	
              Party
                A and Party B

            	
              Any
                form or document required or reasonably requested to allow the other
                party
                to make payments under the Agreement without any deduction or withholding
                for or on account of any Tax, or with such deduction or withholding
                at a
                reduced rate.

            	
              Promptly
                upon reasonable demand by the other
                party.

            


    

    


    
      	
              (b)

            	
              For
                the purpose of Section 4(a)(ii), other documents to be delivered
                are:

            


    

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            	
              Covered
                by Section 3(d) Representation

            
	
              Party
                A and

              Party
                B

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A and

              Party
                B

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A

            	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

            	
              Promptly
                upon request after becoming publicly available

            	
              Yes

            
	
              Party
                A

            	
              Opinions
                of counsel to Party A substantially in the form of Exhibit A to this
                Confirmation

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                opinion of counsel to Party B reasonably satisfactory to Party
                A.

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                executed copy of the Base Agreement

            	
              Within
                30 days after the date of this Agreement.

            	
              No

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
               

            	
              Part
                4.  Miscellaneous.

            


    

     

    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of
                this Agreement:

            


    

     

    
      	
               

            	
              Address
                for notices or communications to Party
                A:

            


    

     

    
      	
              Address:

            	
              5
                The North Colonnade

            
	 	
              Canary
                Wharf

            
	 	
              London
                E14 4BB

            
	
              Facsimile:

            	
              44(20)
                777 36461

            
	
              Phone:

            	
              44(20)
                777 36810

            


    

    


    (For
      all
      purposes)

    


    Address
      for notices or communications
      to Party B:

    


    
      	
              Address:

            	
              EP—MN—WS3D

            
	 	
              60
                Livingston Street

            
	 	
              St.
                Paul, MN 55107

            
	
              Attention:

            	
              Structured
                Finance—Charming Shoppes 2007-1

            
	
              Facsimile:

            	
              (651)
                495-3890

            
	
              Phone:

            	
              (651)
                495-3880

            


    

    


    (For
      all
      purposes)

    


    
      	
              (b)

            	
              Process
                Agent.  For the purpose of Section
                13(c):

            


    

     

    Party
      A
      appoints as its Process Agent:  Not applicable.

     

    Party
      B
      appoints as its Process Agent:  Not applicable.

     

    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this
                Agreement.

            


    

     

    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

     

    
      	
               

            	
              Party
                A is a Multibranch Party and may act through its London and New York
                Offices.

            


    

     

    
      	
               

            	
              Party
                B is not a Multibranch Party.

            


    

     

    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party A; provided,
                however, that if an Event of Default shall have occurred with respect
                to
                Party A, Party B shall have the right to appoint as Calculation Agent
                a
                financial institution which would qualify as a Reference Market-maker,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A.

            


    

     

    
      	
              (f)

            	
              Credit
                Support Document.

            


    

     

    
      	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              The
                Credit Support Annex, solely in respect of Party B’s obligations under
                Paragraph 3(b) of the Credit Support
                Annex.

            


    

     

    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

     

    
      	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              None.

            


    

     

    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

     

    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

     

    
      	
              (j)

            	
              Affiliate.  “Affiliate”
                shall have the meaning assigned thereto in Section 14; provided,
                however,
                that Party B shall be deemed to have no Affiliates for purposes of
                this
                Agreement, including for purposes of Section
                6(b)(ii).

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

     

    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2000 ISDA
                Definitions as published and copyrighted in 2000 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Base
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Base
      Agreement) or to a “Section” “of this Agreement” will be construed as a
      reference to a Section of the ISDA Master Agreement; each herein reference
      to a
“Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    
      	
              (b)

            	
              Amendments
                to ISDA Master Agreement.

            


    

     

    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

     

    
      	
               

            	
              (ii)

            	
              Change
                of Account.  Section 2(b) is hereby amended by the
                addition of the following after the word “delivery” in the first line
                thereof: “to another account in the same legal and tax jurisdiction as the
                original account”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

     

    “(g)           Relationship
      Between Parties.

     

    
      	
               

            	
              (1)

            	
              Non-Reliance.  It
                is acting for its own account, and it has made its own independent
                decisions to enter into that Transaction and as to whether that
                Transaction is appropriate or proper for it based upon its own judgment
                and upon advice from such advisors as it has deemed
                necessary.  It is not relying on any communication (written or
                oral) of the other party as investment advice or as a recommendation
                to
                enter into that Transaction, it being understood that information
                and
                explanations related to the terms and conditions of a Transaction
                will not
                be considered investment advice or a recommendation to enter into
                that
                Transaction.  No communication (written or oral) received from
                the other party will be deemed to be an assurance or guarantee as
                to the
                expected results of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Assessment
                and Understanding.  It is capable of assessing the
                merits of and understanding (on its own behalf or through independent
                professional advice), and understands and accepts, the terms, conditions
                and risks of that Transaction.  It is also capable of assuming,
                and assumes, the risks of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

     

    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as
                fiduciary for or advisor to it in respect of the
                Transaction.

            


    

     

    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible contract
                participant” as defined in Section 1a(12) of the Commodity Exchange Act,
                as amended.”

            


    

     

    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended by (i) deleting the words “or if a Tax Event Upon Merger occurs
                and the Burdened Party is the Affected Party,” and (ii) by deleting the
                words “to transfer” and inserting the words “to effect a Permitted
                Transfer” in lieu thereof.

            


    

     

    
      	
               

            	
              (vi)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

     

    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

     

    
      	
               

            	
              (i)

            	
              First
                Rating Trigger Collateral.  If Party A has failed to
                comply with or perform any obligation to be complied with or performed
                by
                Party A in accordance with the Credit Support Annex and such failure
                has
                not given rise to an Event of Default under Section 5(a)(i) or Section
                5(a)(iii), then an Additional Termination Event shall have occurred
                with
                respect to Party A and Party A shall be the sole Affected Party with
                respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (ii)

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and at least one Eligible Replacement
                has made a Firm Offer that would, assuming the occurrence of an Early
                Termination Date, qualify as a Market Quotation (on the basis that
                paragraphs (i) and (ii) of Part 1(f) (Payments on Early Termination)
                apply) and which remains capable of becoming legally binding upon
                acceptance.

            


    

     

    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and been continuing
                for 60 or more calendar days.

            


    

     

    
      	
               

            	
              (C)

            	
              A
                Fitch Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more calendar days.

            


    

     

    
      	
               

            	
              (D)

            	
              A
                DBRS Required Ratings Downgrade Event has occurred and been continuing
                for
                30 or more calendar days.

            


    

     

    
      	
               

            	
              (iii)

            	
              Amendment
                of Base Agreement.  If, without the prior written
                consent of Party A where such consent is required under the Base
                Agreement, an amendment is made to the Base Agreement which amendment
                could reasonably be expected to have a material adverse effect on
                the
                interests of Party A (excluding, for the avoidance of doubt, any
                amendment
                to the Base Agreement that is entered into solely for the purpose
                of
                appointing a successor servicer, master servicer, securities
                administrator, trustee or other service provider) under this Agreement,
                an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (iv)

            	
              Termination
                of Trust.  If, the Trust is terminated pursuant to the
                Base Agreement and all rated certificates or notes, as applicable,
                have
                been paid in accordance with the terms of the Base Agreement, an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (v)

            	
              Securitization
                Unwind. If a
                Securitization Unwind (as hereinafter defined) occurs, an Additional
                Termination Event shall have occurred with respect to Party B and
                Party B
                shall be the sole Affected Party with respect to such Additional
                Termination Event; provided, however, that notwithstanding Section
                6(b)(iv) of this Agreement, both Party A and Party B shall have the
                right
                to designate an Early Termination Date in respect of this Additional
                Termination Event.  The Early Termination Date in respect of
                such Additional Termination Event shall be not earlier than the latest
                possible date that the amount of a termination payment may be submitted
                to
                a party exercising a clean-up call in order to be included in the
                clean-up
                call price.  As used herein, “Securitization
                Unwind” means notice of the requisite amount of a party’s
                intention to exercise its option to purchase the underlying credit
                card
                receivables pursuant the Base Agreement is given by the Trustee to
                certificateholders or noteholders, as applicable, pursuant to the
                Base
                Agreement.

            


    

     

    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  In the event that no Relevant
                Entity has credit ratings at least equal to the Required Ratings
                Threshold
                of each relevant Rating Agency (such event, a “Required Ratings
                Downgrade Event”), then Party A shall, as soon as reasonably
                practicable and so long as a Required Ratings Downgrade Event is
                in
                effect, at its own expense, use commercially reasonable efforts to
                procure
                either (A) a Permitted Transfer or (B) an Eligible
                Guarantee.

            


    

     

    
      	
              (e)

            	
              Transfers.

            


    

     

    
      	
               

            	
              (i)

            	
              Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    “Subject
      to Section 6(b)(ii), neither Party A nor Party B is permitted to assign, novate
      or transfer (whether by way of security or otherwise) as a whole or in part
      any
      of its rights, obligations or interests under the Agreement or any Transaction
      without (a) the prior written consent of the other party and (b) satisfaction
      of
      the Rating Agency Condition, except that:

     

    
      	
               

            	
              (a)

            	
              a
                party may make such a transfer of this Agreement pursuant to a
                consolidation or amalgamation with, or merger with or into, or transfer
                of
                all or substantially all its assets to, another entity (but without
                prejudice to any other right or remedy under this
                Agreement);

            


    

     

    
      	
               

            	
              (b)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section 6(e);
                and

            


    

     

    
      	
               

            	
              (c)

            	
              Party
                A may transfer or assign this Agreement to any Person, including,
                without
                limitation, another of Party A’s offices, branches or affiliates (any such
                Person, office, branch or affiliate, a “Transferee”) on
                at least five Business Days’ prior written notice to Party B and the
                Trustee;  provided that, with respect to this clause (c), (A) as
                of the date of such transfer the Transferee will not be required
                to
                withhold or deduct on account of a Tax from any payments under this
                Agreement unless the Transferee will be required to make payments
                of
                additional amounts pursuant to Section 2(d)(i)(4) of this Agreement
                in
                respect of such Tax (B) a Termination Event or Event of Default does
                not
                occur under this Agreement as a result of such transfer; (C) such
                notice
                is accompanied by a written instrument pursuant to which the Transferee
                acquires and assumes the rights and obligations of Party A so transferred;
                (D) Party A will be responsible for any costs or expenses incurred
                in
                connection with such transfer and (E) Party A obtains in respect
                of such
                transfer a written acknowledgement of satisfaction of the Rating
                Agency
                Condition (except for Moody’s).  Party B will execute such
                documentation as is reasonably deemed necessary by Party A for the
                effectuation of any such transfer.”

            


    

     

    
      	
               

            	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such
                transfer.

            


    

     

    
      	
              (f)

            	
              Non-Recourse.  Party
                A acknowledges and agree that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Trust and
                the proceeds thereof, in accordance with the priority of payments
                and
                other terms of the Base Agreement and that Party A will not have
                any
                recourse to any of the directors, officers, employees, shareholders
                or
                affiliates of the Party B with respect to any claims, losses, damages,
                liabilities, indemnities or other obligations in connection with
                any
                transactions contemplated hereby. In the event that the Trust and
                the
                proceeds thereof should be insufficient to satisfy all claims outstanding
                and following the realization of the account held by the Trust and
                the
                proceeds thereof, any claims against or obligations of Party B under
                the
                ISDA Master Agreement or any other confirmation thereunder still
                outstanding shall be extinguished and thereafter not
                revive.  The Trustee shall not have liability for any failure or
                delay in making a payment hereunder to Party A due to any failure
                or delay
                in receiving amounts in the account held by the Trust from the Trust
                created pursuant to the Base Agreement.  This provision will
                survive the termination of this
                Agreement.

            


    

     

    
      	
              (g)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating Agency has been given prior written notice of such designation
                or transfer.

            


    

     

    
      	
              (h)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”.

            


    

     

    
      	
              (i)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same and such amendment satisfies the Rating
                Agency
                Condition with respect to S&P, Fitch and
                DBRS.

            


    

     

    
      	
              (j)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(j) shall
                not
                constitute an Event of Default or a Termination Event.  With
                respect to Party B, delivery of such notice shall not be required
                unless a
                Responsible Officer (as defined in the Base Agreement) has written
                notice
                or actual knowledge of such event or
                condition.

            


    

     

    
      	
              (k)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Trust, or the trust formed pursuant to the Base Agreement,
                in any
                bankruptcy, reorganization, arrangement, insolvency or liquidation
                proceedings or other proceedings under any federal or state bankruptcy
                or
                similar law for a period of one year (or, if longer, the applicable
                preference period) and one day following payment in full of the
                Certificates and any Notes; provided, however, that nothing will
                preclude,
                or be deemed to stop, Party A (i) from taking any action prior to
                the
                expiration of the aforementioned one year and one day period, or
                if longer
                the applicable preference period then in effect, in (A) any case
                or
                proceeding voluntarily filed or commenced by Party B or (B) any
                involuntary insolvency proceeding filed or commenced by a Person
                other
                than Party A, or (ii) from commencing against Party B or any of the
                Collateral any legal action which is not a bankruptcy, reorganization,
                arrangement, insolvency, moratorium, liquidation or similar
                proceeding.  This provision will survive the termination of this
                Agreement.

            


    

     

    
      	
              (l)

            	
              It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed by U.S. Bank National Association (“U.S. Bank”) not
                in its individual capacity, but solely as Trustee of the Charming
                Shoppes
                Master Trust created pursuant to the Base Agreement in the exercise
                of the
                powers and authority conferred and invested in it thereunder; (b)
                U.S.
                Bank has been directed pursuant to the Agreement to enter into this
                Agreement and to perform its obligations hereunder; (c) each of the
                representations, undertakings and agreements herein made on behalf
                of the
                Trust is made and intended not as personal representations of U.S.
                Bank
                but is made and intended for the purpose of binding only Charming
                Shoppes
                Master Trust; and (d) under no circumstances shall U.S. Bank in its
                individual capacity be personally liable for any payments hereunder
                or for
                the breach or failure of any obligation, representation, warranty
                or
                covenant made or undertaken under this
                Agreement.

            


    

     

    
      	
              (m)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

     

    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

     

    
      	
              (n)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (o)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any in respect of any suit, action
                or
                proceeding relating to this Agreement or any Credit Support
                Document.

            


    

     

    
      	
              (p)

            	
              Regarding
                Party A.  Party B acknowledges and agrees that Party A,
                in its capacity as swap provider, has had and will have no involvement
                in
                and, accordingly Party A accepts no responsibility for:  (i) the
                establishment, structure, or choice of assets of Party B; (ii) the
                selection of any person performing services for or acting on behalf
                of
                Party B; (iii) the selection of Party A as the Counterparty; (iv)
                the
                terms of the Certificates; (v) the preparation of or passing on the
                disclosure and other information (other than disclosure and information
                furnished by Party A) contained in any offering circular for the
                Certificates, the Base Agreement, or any other agreements or documents
                used by Party B or any other party in connection with the marketing
                and
                sale of the Certificates; (vi) the ongoing operations and administration
                of Party B, including the furnishing of any information to Party
                B which
                is not specifically required under this Agreement; or (vii) any other
                aspect of Party B’s existence.

            


    

     

    
      	
              (q)

            	
              Rating
                Agency Requirements.   Notwithstanding anything to
                the contrary herein, to the extent any Rating Agency does not assign
                a
                rating to the notes or certificates, as applicable, issued pursuant
                to the
                Base Agreement, references to the requirements of such Rating Agency
                herein shall be ignored for purposes of this
                Agreement.

            


    

     

    
      	
              (r)

            	
              Transfer
                or Restructuring to Avoid Termination Event.  Section
                6(b)(ii) of the Agreement shall be amended in its entirety to read
                as
                follows: If either an Illegality under Section 5(b)(i)(1), a Tax
                Event
                occurs and there is only one Affected Party, or if a Tax Event Upon
                Merger
                occurs and the Burdened Party is the Affected Party, the Affected
                Party
                will, as a condition to its right to designate an Early Termination
                Date
                under Section 6(b)(iv), within 20 days after it gives notice under
                Section
                6(b)(i), use all reasonable efforts (which will not require such
                party to
                incur a loss, excluding immaterial, incidental expenses) to
                (A)  transfer all its rights and obligations under this
                Agreement in respect of the Affected Transactions to another of its
                Offices or Affiliates so that such Termination Event ceases to exist
                or
                (B) replace the Affected Transaction(s) with one or more economically
                equivalent transactions so that such Termination Event ceases to
                exist.

            


    

     

    
      	
               

            	
              If
                the Affected Party is not able to cause such a transfer or restructuring
                it will give notice to the other party to that effect within such
                20 day
                period, whereupon the other party may effect such a transfer or cause
                such
                a restructuring within 30 days after the notice is given under Section
                6(b)(i).

            


    

     

    
      	
               

            	
              Any
                transfer by a party under this Section 6(b)(ii) will be subject to
                and
                conditional upon the prior written consent of the other party, which
                consent will not be withheld if such other party’s policies in effect at
                such time would permit it to enter into transactions with the transferee
                on the terms proposed.  Any restructuring by a party under this
                Section 6(b)(ii) will be subject to and conditional upon the satisfaction
                of the Rating Agency Condition and the prior written consent of the
                other
                party, which consent shall not unreasonably be
                withheld.

            


    

     

    
      	
              (s)

            	
              Additional
                Definitions.

            


    

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold, the Moody’s First Trigger Ratings Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      accordance with the Base Agreement) if such entity were a Transferee, as defined
      in the definition of Permitted Transfer.

     

    “DBRS”
      means Dominion Bond Rating Service, or any successor thereto.

     

    “DBRS
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “AA(low)” and a short-term
      unsecured and unsubordinated debt rating from DBRS of
“R-1(middle)”.

     

    “DBRS
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from DBRS at least equal to the DBRS Required Ratings
      Threshold.

     

    “DBRS
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “BBB”.

     

    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event (other than
      an
      Illegality or Tax Event) with respect to which Party A is the sole Affected
      Party or (iii) an Additional Termination Event with respect to which Party
      A is
      the sole Affected Party.

     

    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future obligations of Party A under this Agreement (or, solely
      for
      purposes of the definition of Eligible Replacement, all present and future
      obligations of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are subject to the Rating Agency Condition with
      respect to S&P, Fitch and DBRS, and either (A) a law firm has given a legal
      opinion confirming that none of the guarantor’s payments to Party B under such
      guarantee will be subject to deduction or Tax collected by withholding, or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to deduction or Tax collected by withholding, such
      guarantor is required to pay such additional amount as is necessary to ensure
      that the net amount actually received by Party B (free and clear of any Tax
      collected by withholding) will equal the full amount Party B would have received
      had no such deduction or withholding been required, or (C) in the event that
      any
      payment under such guarantee is made net of deduction or withholding for Tax,
      Party A is required, under Section 2(a)(i), to make such additional payment
      as
      is necessary to ensure that the net amount actually received by Party B from
      the
      guarantor will equal the full amount Party B would have received had no such
      deduction or withholding been required.

     

    “Eligible
      Replacement” means an entity (A) (I) (x) which has credit ratings from
      S&P at least equal to the S&P Required Ratings Threshold or (y) all
      present and future obligations of which entity owing to Party B under this
      Agreement (or its replacement, as applicable) are guaranteed pursuant to an
      Eligible Guarantee provided by a guarantor with credit ratings from S&P at
      least equal to the S&P Required Ratings Threshold, in either case if S&P
      is a Rating Agency, (II) (x) which has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
      future obligations of which entity owing to Party B under this Agreement (or
      its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency, (III) (x) which has credit ratings from Fitch at least equal to the
      applicable Fitch Approved Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Fitch at least equal to the
      Fitch Approved Ratings Threshold, in either case if Fitch is a Rating Agency,
      and (IV) (x) which has credit ratings from DBRS at least equal to the applicable
      DBRS Approved Ratings Threshold or (y) all present and future obligations of
      which entity owing to Party B under this Agreement (or its replacement, as
      applicable) are guaranteed pursuant to an Eligible Guarantee provided by a
      guarantor with credit ratings from DBRS at least equal to the DBRS Approved
      Ratings Threshold, in either case if DBRS is a Rating Agency, and (B) that
      has
      executed or agrees to execute a Regulation AB indemnification agreement, if
      applicable.

     

    
      	
               

            	 	
              “Financial
                Institution” means a bank, broker/dealer, insurance company,
                structured investment company or derivative product
                company.

            


    

     

    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

     

    “Fitch”
      means Fitch Ratings Ltd., or any successor thereto.

     

    “Fitch
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “A” and a short-term
      unsecured and unsubordinated debt rating from Fitch of “F1”.

     

    “Fitch
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Required Ratings
      Threshold.

     

    “Fitch
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “BBB-”.

     

    “Moody’s”
      means Moody’s Investors Service, Inc., or any successor thereto.

     

    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating or counterparty rating
      from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A1”.

     

    “Moody’s
      Second Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
      unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

     

    “Permitted
      Transfer” means a transfer by novation by Party A to a transferee
      (the “Transferee”) of all, but not less than all, of Party A’s
      rights, liabilities, duties and obligations under this Agreement, with respect
      to which transfer each of the following conditions is satisfied:  (a)
      the Transferee is an Eligible Replacement that is a recognized dealer in
      interest rate swaps; (b) as of the date of such transfer the Transferee would
      not be required to withhold or deduct on account of Tax from any payments under
      this Agreement or would be required to gross up for such Tax under Section
      2(d)(i)(4); (c) an Event of Default or Termination Event would not occur as
      a
      result of such transfer (d) pursuant to a written instrument (the “Transfer
      Agreement”); the Transferee acquires and assumes all rights and obligations of
      Party A under the Agreement and the relevant Transaction; (e) such Transfer
      Agreement is effective to transfer to the Transferee all, but not less than
      all,
      of Party A’s rights and obligations under the Agreement and all relevant
      Transactions; (f) Party A will be responsible for any costs or expenses incurred
      in connection with such transfer (including any replacement cost of entering
      into a replacement transaction); (g) Moody’s has been given prior written notice
      of such transfer and the Rating Agency Condition (other than with respect to
      Moody’s) is satisfied; and (h) such transfer otherwise complies with the terms
      of the Base Agreement.

     

    “Rating
      Agencies” means, with respect to any date of determination, each
      of  S&P, Moody’s, Fitch and DBRS, to the extent that each such
      rating agency is then providing a rating for any of the related notes or
      certificates, as applicable.

     

    “Rating
      Agency Condition” means, with respect to any particular proposed
      act or omission to act hereunder and each Rating Agency specified in connection
      with such proposed act or omission, that the party proposing such act or failure
      to act must consult with each of the specified Rating Agencies and receive
      from
      each such Rating Agency prior written confirmation that the proposed action
      or
      inaction would not cause a downgrade or withdrawal of the then-current rating
      of
      any Certificates or Notes.

     

    “Relevant
      Entity” means Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

     

    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (i) would have the effect of preserving for Party B the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, and (ii)
      has terms which are substantially the same as this Agreement, including, without
      limitation, rating triggers, Regulation AB compliance, and credit support
      documentation, save for the exclusion of provisions relating to Transactions
      that are not Terminated Transactions.

     

    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold.

     

    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold, the Moody’s Second Trigger Ratings Threshold, the Fitch Required
      Ratings Threshold and the DBRS Required Ratings Threshold.

     

    “S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc., or any successor thereto.

     

    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

     

    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

     

    “S&P
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, (I) if such
      entity is a Financial Institution, a short-term unsecured and unsubordinated
      debt rating of “A-2” from S&P, or, if such entity does not have a short-term
      unsecured and unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “BBB+” from S&P, or
      (II) if such entity is not a Financial Institution, a short-term unsecured
      and
      unsubordinated debt rating of “A-1” from S&P, or, if such entity does not
      have a short-term unsecured and unsubordinated debt rating from S&P, a
      long-term unsecured and unsubordinated debt rating or counterparty rating of
      “A+” from S&P.

     

    


     

    


     

    [Remainder
      of this page intentionally left blank.]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

    The
      time
      of dealing will be confirmed by Party A upon written
      request.  Barclays is regulated by the Financial Services
      Authority.  Barclays is acting for its own account in respect of this
      Transaction.

     

    Please
      confirm that the foregoing correctly sets forth all the terms and conditions
      of
      our agreement with respect to the Transaction by responding within three (3)
      Business Days by promptly signing in the space provided below and both (i)
      faxing the signed copy to Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global Operations, Fax
      +(44) 20-7773-6810/6857, Tel +(44) 20-7773-6901/6904/6965, and (ii) mailing
      the
      signed copy to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London
      E14 4BB, Attention of Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global
      Operation.  Your failure to respond within such period shall not
      affect the validity or enforceability of the Transaction against
      you.  This facsimile shall be the only documentation in respect of the
      Transaction and accordingly no hard copy versions of this Confirmation for
      this
      Transaction shall be provided unless Party B requests such a copy.

     

    
       

      
        
          	
                  For
                    and on behalf of

                  BARCLAYS
                    BANK PLC

                	
                  For
                    and on behalf of

                  U.S.
                    BANK NATIONAL ASSOCIATION, NOT

                  IN  ITS
                    INDIVIDUAL CAPACITY, BUT SOLELY

                  AS
                    TRUSTEE OF CHARMING SHOPPES

                  MASTER
                    TRUST

                
	
                   

                   

                  Name:         /s/
                    Shain Kalmanowitz      

                  Title:           Authorized
                    Signatory

                  Date:

                	
                   

                   

                  Name:         /s/
                    Ta_____ Schulz-______

                  Title:           Vice
                    President

                  Date:           10/17/07

                   

                


        

        


      

    

     

    Barclays
      Bank PLC and its Affiliates, including Barclays Capital Inc., may share with
      each other information, including non-public credit information, concerning
      its
      clients and prospective clients.  If you do not want such information
      to be shared, you must write to the Director of Compliance, Barclays Bank PLC,
      200 Park Avenue, New York, NY 10166.

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
      I

     

    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount (USD)

            
	
              17-Oct-07

            	
              1-Nov-07

            	
              3,562,500.00

            
	
              1-Nov-07

            	
              15-Nov-07

            	
              718,750.00

            
	
              15-Nov-07

            	
              15-Dec-07

            	
              586,458.34

            
	
              15-Dec-07

            	
              15-Jan-08

            	
              454,166.68

            
	
              15-Jan-08

            	
              15-Feb-08

            	
              321,875.01

            
	
              15-Feb-08

            	
              15-Mar-08

            	
              218,750.01

            
	
              15-Mar-08

            	
              15-Apr-08

            	
              115,625.01

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of  October 17, 2007  between

    Barclays
      Bank PLC (hereinafter referred to as “Party A” or
“Pledgor”)

    and

    U.S.
      Bank
      National Association, as Trustee of Charming Shoppes Master Trust

     (hereinafter
      referred to as “Party B” or “Secured
      Party”).

    


    This
      Annex supplements, forms part of, and is subject to, the above-referenced
      Agreement, is part of its Schedule and is a Credit Support Document under this
      Agreement with respect to each party.

    


    
      	
               

            	
              Paragraph
                13.  Elections and
                Variables.

            


    

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	
               

            	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
               

            	
              (A)

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation Date”,
                and

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greatest of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured
                Party,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Credit Support Amount for such Valuation
                Date exceeds (b) the Fitch Value, as of such Valuation Date, of all
                Posted
                Credit Support held by the Secured
                Party.”

            


    

     

    
      	
               

            	
              (B)

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the least of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation
                Date,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Value, as of such Valuation Date, of
                all
                Posted Credit Support held by the Secured Party exceeds (b) the Fitch
                Credit Support Amount for such Valuation
                Date.”

            


    

     

    
      	
               

            	
              (C)

            	
              “Credit
                Support Amount” shall not apply.  For purposes of
                calculating any Delivery Amount or Return Amount for any Valuation
                Date,
                reference shall be made to the S&P Credit Support Amount, the Moody’s
                Credit Support Amount, or the Fitch Credit Support Amount, in each
                case  for such Valuation Date, as provided in Paragraphs
                13(b)(i)(A) and 13(b)(i)(B), above.

            


    

     

    
      	
              (ii)

            	
              Eligible
                Collateral.

            


    

     

    On
      any
      date, the following items will qualify as “Eligible
      Collateral” (for the avoidance of doubt, all Eligible Collateral
      to be denominated in USD):

     

    
      	
              Collateral

            	
              S&P
                Approved Ratings Valuation Percentage

            	
              S&P
                Required Ratings Valuation Percentage

            	
              Moody's
                First Trigger Valuation Percentage

            	
              Moody's
                Second Trigger Valuation Percentage

            	
              Fitch
                & DBRS Valuation Percentage

            
	
              (A)Cash

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            	
              100%

            
	 	 	 	 	 	 
	
              (B)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of not more than one
                year

            	
              98.9%

            	
              79.1%

            	
              100%

            	
              100%

            	
              97.5%

            
	 	 	 	 	 	 
	
              (C)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than one year but not more
                than
                ten years

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            	
              86.3%

            
	 	 	 	 	 	 
	
              (D)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than ten years

            	
              N/A

            	
              N/A

            	
              100%

            	
              87%

            	
              79%

            


    

    


     

    Notwithstanding
      the Valuation Percentages set forth in the preceding table, upon the first
      Transfer of Eligible Collateral under this Annex, the Pledgor may, at the
      Pledgor’s expense, agree the Valuation Percentages in relation to (B) through
      (D) above with the relevant rating agency (to the extent such rating agency
      is
      providing a rating for the Certificates), and upon such agreement (as evidenced
      in writing), such Valuation Percentages shall supersede those set forth in
      the
      preceding table.

     

    
      	
               

            	
              (iii)

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Such
      Other Eligible Support as the Pledgor may designate; provided, at the expense
      of
      the Pledgor, the prior written consent of the relevant rating agency (to the
      extent such rating agency is providing a rating for the Certificates) shall
      have
      been obtained.  For the avoidance of doubt, there are no items that
      qualify as Other Eligible Support as of the date of this Annex.

     

    
      	
               

            	
              (iv)

            	
              Threshold.

            


    

     

    
      	
               

            	
              (A)

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
               

            	
              (B)

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody's First Trigger Downgrade Event has occurred and
                is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing for at least 30 Local Business Days or since this Annex
                was
                executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Threshold Downgrade Event has occurred and is
      continuing and such S&P Approved Threshold Downgrade Event has been
      continuing for at least 10 Local Business Days or since this Annex was executed,
      zero; otherwise, infinity.

     

    “Fitch
      Threshold” means, with respect to Party A and any Valuation Date,
      if a Fitch Approved Threshold Downgrade Event has occurred and is continuing
      and
      such Fitch Approved Threshold Downgrade Event has been continuing for at least
      30 calendar days or since this Annex was executed, zero; otherwise,
      infinity

     

    
      	
               

            	 	
              “Threshold”
                means, with respect to Party B and any Valuation Date,
                infinity.

            


    

     

    
      	
               

            	
              (C)

            	
              “Minimum
                Transfer Amount” means USD 50,000; provided further, with
                respect to the Secured Party at any time when the Secured Party is
                a
                Defaulting Party, “Minimum Transfer Amount”
                means zero.

            


    

     

    
      	
               

            	
              (D)

            	
              Rounding:  The
                Delivery Amount will be rounded up and the Return Amount will be
                rounded
                down to the nearest integral multiple of USD
                1000.

            


    

     

    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

     

    
      	
               

            	
              (i)

            	
              “Valuation
                Agent” means Party A.  The Valuation Agent’s
                calculations shall be made in accordance with standard market practices
                using commonly accepted third party sources such as Bloomberg or
                Reuters.

            


    

     

    
      	
               

            	
              (ii)

            	
              “Valuation
                Date” means each Local Business
                Day.

            


    

     

    
      	
               

            	
              (iii)

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same
                date.

            


    

     

    
      	
               

            	
              (iv)

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that
                party):  None.

            


    

     

    
      	
              (e)

            	
              Substitution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)

            	
              Dispute
                Resolution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
               

            	
              (ii)

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value, Moody’s Value, and Fitch Value, on
                any date, of Eligible Collateral will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral comprised of Cash, the amount of such Cash.

     

    For
      Eligible Collateral comprising securities, the sum of (A) the product of (1)(x)
      the bid price at the Valuation Time for such securities on the principal
      national securities exchange on which such securities are listed, or (y) if
      such
      securities are not listed on a national securities exchange, the bid price
      for
      such securities quoted at the Valuation Time by any principal market maker
      for
      such securities selected by the Valuation Agent, or (z) if no such bid price
      is
      listed or quoted for such date, the bid price listed or quoted (as the case
      may
      be) at the Valuation Time for the day next preceding such date on which such
      prices were available and (2) the applicable Valuation Percentage for such
      Eligible Collateral, and (B) the accrued interest on such securities (except
      to
      the extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in the applicable price referred to in the immediately preceding clause (A))
      as
      of such date.

     

    
      	
               

            	
              (iii)

            	
              Alternative.  The
                provisions of Paragraph 5 will apply; provided, that the obligation
                of the
                appropriate party to deliver the undisputed amount to the other party
                will
                not arise prior to the time that would otherwise have applied to
                the
                Transfer pursuant to, or deemed made, under Paragraph 3 if no dispute
                had
                arisen.

            


    

     

    
      	
              (g)

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
               

            	
              (i)

            	
              Eligibility
                to Hold Posted Collateral;
                Custodians.

            


    

     

    Party
      B
      is not and will not be entitled to hold Posted Collateral.  Party B's
      Custodian will be entitled to hold Posted Collateral pursuant to Paragraph
      6(b);
      provided that the following conditions applicable to it are
      satisfied:

     

    
      	
               

            	
              (1)

            	
              The
                Custodian for Party B shall be the same banking institution that
                acts as
                Trustee for the Certificates.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Custodian for Party B shall have a short-term unsecured and unsubordinated
                debt rating from S&P of at least “A-1” or, if no short-term rating is
                available, a long-term unsecured debt rating from S&P of
                “A+.”  The Trustee is required to replace the Custodian within
                60 calendar days of the Custodian’s rating falling below “A-1,” in the
                case of a short-term rating, or “A+,” in the case of a long-term
                rating.

            


    

     

    Initially,
      the Custodian for Party B is:  to be advised in
      writing by Party B to Party A.

     

    
      	
               

            	
              (ii)

            	
              Use
                of Posted Collateral.  The provisions of Paragraph
                6(c) will not apply to Party B; therefore, Party B will not have
                any of
                the rights specified in Paragraph 6(c)(i) or 6(c)(ii); provided,
                however,
                that the Trustee shall invest Cash Posted Credit Support in such
                investments as designated by Party A, with losses (net of gains)
                incurred
                in respect of such investments to be for the account of Party A;
                provided
                further, that such investments designated by Party A shall be limited
                to
                money market funds rated “AAAm” or “AAAm-G” by S&P and from which such
                invested Cash Posted Credit Support may be withdrawn upon no more
                than 2
                Local Business Day’s notice of a request for
                withdrawal.

            


    

     

    
      	
              (h)

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
               

            	
              (i)

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash pursuant to Paragraph
                13(g)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Transfer
                of Interest Amount. The Transfer of the Interest Amount will
                be made on the second Local Business Day following the end of each
                calendar month and on any other Local Business Day on which Posted
                Collateral in the form of Cash is Transferred to the Pledgor pursuant
                to
                Paragraph 3(b); provided, however, that the obligation of Party B
                to
                Transfer any Interest Amount to Party A shall be limited to the extent
                that Party B has earned and received such funds and such funds are
                available to Party B.

            


    

     

    
      	
               

            	
              (iii)

            	
              Alternative
                to Interest Amount. The provisions of Paragraph 6(d)(ii)
                will apply.

            


    

     

    
      	
              (i)

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
               

            	
              (i)

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
               

            	
              (ii)

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
              (k)

            	
              Demands
                and Notices. All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    
      
        If
          to
          Party A:

            5
          The North
          Colonnade

            Canary
          Wharf

            London  E14
          4BB,
          England

            Attention:                      Swaps
          Documentation

            Facsimile
          No.:               0207-773-6857/6858

            Telephone
          No.:             0207-773-6915/6904

         

            with
          a
          copy to:

         

            General
          Counsel’s Office

            200
          Park
          Avenue

            New
          York,
          NY  10166

         

            Notices
          to Party A shall not be deemed effective unless delivered to the London
          address
          set forth above.

         

        If
          to
          Party B, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B’s Custodian:  to be provided in writing to Party
          A.

      

    

     

     

    
      	
              (l)

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified in writing from time to time by the
                party to
                which such Transfer will be made.

            


    

     

    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Collateral
                Account.  The Secured Party shall cause any
                Custodian appointed hereunder to open and maintain a segregated trust
                account and to hold, record and identify all the Posted Collateral
                in such
                segregated trust account and, subject to Paragraph 8(a), such Posted
                Collateral shall at all times be and remain the property of the Pledgor
                and shall at no time constitute the property of, or be commingled
                with the
                property of, the Secured Party or the
                Custodian.

            


    

     

    
      	
               

            	
              (ii)

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
               

            	
              (iii)

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, Fitch Value”.  Paragraph 4(d)(ii) is hereby
                amended by (A) deleting the words “a Value” and inserting in lieu thereof
                “an S&P Value, a Moody’s Value, and a Fitch Value” and (B) deleting
                the words “the Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5 (flush language)
                is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “S&P Value, Moody’s Value, or Fitch
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5(i)(C) is hereby
                amended by deleting the word “the Value, if” and inserting in lieu thereof
                “any one or more of the S&P Value, Moody’s Value, or Fitch Value, as
                may be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                first instance of the words “the Value” and inserting in lieu thereof “any
                one or more of the S&P Value, Moody’s Value, or Fitch Value” and (2)
                deleting the second instance of the words “the Value” and inserting in
                lieu thereof “such disputed S&P Value, Moody’s Value, or Fitch
                Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
                hereby amended by deleting the word “Value” and inserting in lieu thereof
                “least of the S&P Value, Moody’s Value or Fitch
                Value”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
               

            	
              (v)

            	
              Events
                of Default.  Paragraph 7 will not apply to cause
                any Event of Default to exist with respect to Party B except that
                Paragraph 7(i) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support
                Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a Moody’s Second Trigger Downgrade
                Event has occurred and been continuing for 30 or more Local Business
                Days,
                (B) an S&P Required Ratings Downgrade Event has occurred and been
                continuing for 10 or more Local Business Days, (C) a Fitch Required
                Ratings Downgrade Event has occurred and been continuing for 30 or
                more
                days, or (D) a DBRS Required Ratings Downgrade Event has occurred
                and been
                continuing for 30 or more days.

            


    

     

    
      	
               

            	
              (vi)

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


    

     

    
      	
               

            	
              (vii)

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

    
      	
               

            	
               (viii)

            	
              Additional
                Definitions.  As used in this
                Annex:

            


    

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
      1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
      of the definition of Exposure, the words “with terms that are, in all material
      respects, no less beneficial for Party B than those of this Agreement” shall be
      added.

     

    “Fitch
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Approved Ratings
      Threshold.

     

    “Fitch
      Credit Support Amount” means, for any Valuation Date,

     

    
      	
               

            	
              (A)

            	
              if
                the Fitch Threshold for such Valuation Date is zero, an amount equal
                to
                the sum of (1) the Secured Party’s Exposure and (2) the sum, for each
                Transaction, of the product of (a) the Fitch Volatility Cushion for
                such
                Transaction and (b) the Notional Amount of such
                Transaction for the Calculation Period which includes such Valuation
                Date,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Fitch
      Valuation Percentage” means, for any Valuation Date and each item
      of Eligible Collateral, if the Fitch Threshold for such Valuation Date is zero,
      the corresponding percentage for such Eligible Collateral in the column headed
      “Fitch Valuation Percentage”.

     

    “Fitch
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent for such Eligible Collateral and (y) the Fitch Valuation
      Percentage for such Eligible Collateral set forth in paragraph
      13(b)(ii).  The Fitch Value of Cash will be the amount of such
      Cash.

     

    “Fitch
      Volatility Cushion” means, for any Transaction, the related
      percentage set forth in the following table:

     

    
      	 	 	
              Remaining
                Weighted Average Maturity of Transaction

              (years)

            	 
	
              Rating
                of Most Senior Class of Certificates Outstanding on

              Valuation
                Date

            	 	 	
              1

            	 	 	 	
              2

            	 	 	 	
              3

            	 	 	 	
              4

            	 	 	 	
              5

            	 	 	 	
              6

            	 	 	 	
              7

            	 	 	 	
              8

            	 	 	 	
              9

            	 	 	 	
              10

            	 
	
              At
                least “AA-”

            	 	 	0.6	%	 	 	1.6	%	 	 	2.6	%	 	 	3.4	%	 	 	4.2	%	 	 	4.8	%	 	 	5.5	%	 	 	5.9	%	 	 	6.4	%	 	 	7.0	%
	
              “A+/A”

            	 	 	0.3	%	 	 	0.8	%	 	 	1.3	%	 	 	1.7	%	 	 	2.1	%	 	 	2.4	%	 	 	2.8	%	 	 	3.0	%	 	 	3.3	%	 	 	3.6	%
	
              “A-/BBB+”
                or lower

            	 	 	0.2	%	 	 	0.6	%	 	 	1.0	%	 	 	1.3	%	 	 	1.6	%	 	 	1.9	%	 	 	2.1	%	 	 	2.3	%	 	 	2.5	%	 	 	2.7	%


    

    


    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and it is not the
                case that a Moody’s Second Trigger Downgrade Event  has occurred
                and been continuing for at least 30 Local Business Days, an amount
                equal
                to the greater of (x) zero and (y) the sum of the Secured Party’s Exposure
                and the aggregate of Moody’s First Trigger Additional Amounts for each
                Transaction and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event  has occurred and been
                continuing for at least 30 Local Business Days, an amount equal to
                the
                greatest of (x) zero, (y) the aggregate amount of the Next Payments
                for
                each Transaction and such Valuation Date, and (z) the sum of the
                Secured
                Party’s Exposure and the aggregate of Moody’s Second Trigger Additional
                Amounts for each Transaction and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for
      any Valuation Date and any Transaction, the product of (i) the applicable
      Moody’s First Trigger Factor set forth in Table 1, (ii) the Scale Factor, if
      any, for such Transaction, or, if no Scale Factor is applicable for such
      Transaction, one, and (iii) the Notional Amount for such Transaction for the
      Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the product
                of (i)
                the applicable Moody’s Second Trigger Factor set forth in Table 2, (ii)
                the Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the product of
                (i) the
                applicable Moody’s Second Trigger Factor set forth in Table 3, (ii) the
                Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;

            


    

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the Moody's Threshold for such
      Valuation Date is zero and it is not the case that a Moody’s Second Trigger
      Downgrade Event  has occurred and been continuing for at least 30
      Local Business Days, the corresponding percentage for such Eligible Collateral
      in the column headed “Moody’s First Trigger Valuation Percentage” or (ii) if a
      Moody’s Second Trigger Ratings Event has occurred and been
      continuing  for at least 30 Local Business Days, the corresponding
      percentage for such Eligible Collateral in the column headed “Moody’s Second
      Trigger Valuation Percentage”.

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent and (y) the applicable Moody’s Valuation Percentage set forth in
      Paragraph 13(b)(ii). The Moody’s Value of Cash will be the amount of such
      Cash.

     

    “Next
      Payment” means, for each Transaction and each Valuation Date, the
      greater of (i) the aggregate amount of any payments due to be made by Party
      A
      under Section 2(a) in respect of such Transaction on the related Next Payment
      Date less the aggregate amount of any payments due to be made by Party B under
      Section 2(a) on such Next Payment Date (any such payments determined based
      on
      rates prevailing on such Valuation Date) and (ii) zero.

     

    “Next
      Payment Date” means, for each Transaction, the date on which the
      next scheduled payment under such Transaction is due to be paid.

     

    “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the Secured Party’s Exposure;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                125% of
                the Secured Party’s Exposure; or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the S&P Threshold for such
      Valuation Date is zero and it is not the case that a S&P Required Ratings
      Downgrade Event has occurred and been continuing for at least 10 Local Business
      Days, the corresponding percentage for such Eligible Collateral in the column
      headed “S&P Approved Ratings Valuation Percentage” or (ii) if an S&P
      Required Ratings Downgrade Event has occurred and been continuing for at least
      10 Local Business Days, the corresponding percentage for such Eligible
      Collateral in the column headed “S&P Required Ratings Valuation
      Percentage”.

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, the product of (x) the bid price obtained by the Valuation Agent
      for
      such Eligible Collateral and (y) the applicable S&P Valuation Percentage for
      such Eligible Collateral set forth in paragraph 13(b)(ii).

     

    “Transaction-Specific
      Hedge” means any Transaction in respect of which (x) the notional
      amount is “balance guaranteed” or (y) the notional amount for any Calculation
      Period (as defined in the related Confirmation) otherwise is not a specific
      dollar amount that is fixed at the inception of the Transaction.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value, Moody’s Value and Fitch Value with respect to any Eligible Collateral or
      Posted Collateral, the applicable S&P Valuation Percentage, Moody’s
      Valuation Percentage, or Fitch Valuation Percentage for such Eligible Collateral
      or Posted Collateral, respectively, in each case as set forth in Paragraph
      13(b)(ii).

     

    “Value”
      shall mean, in respect of any date, the related S&P Value, the related
      Moody’s Value, and the related Fitch Value.

     

    


     

    [Remainder
      of this page intentionally left blank]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      1

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                First Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                First Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.15%

            	
              1.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              0.30%

            	
              1.20%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              0.40%

            	
              1.30%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              0.60%

            	
              1.40%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              0.70%

            	
              1.50%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              0.80%

            	
              1.60%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              1.00%

            	
              1.60%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              1.10%

            	
              1.70%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              1.20%

            	
              1.80%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              1.30%

            	
              1.90%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              1.40%

            	
              1.90%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              1.50%

            	
              2.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              1.60%

            	
              2.10%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              1.70%

            	
              2.10%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              1.80%

            	
              2.20%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              1.90%

            	
              2.30%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              2.00%

            	
              2.30%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 29

            	
              2.00%

            	
              2.50%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      2

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Swaps

            	
              Moody’s
                Second Trigger Factor—Currency Swaps

            
	
              Equal
                to or less than 1

            	
              0.50%

            	
              6.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.00%

            	
              6.30%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.50%

            	
              6.40%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              1.90%

            	
              6.60%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              2.40%

            	
              6.70%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              2.80%

            	
              6.80%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              3.20%

            	
              7.00%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              3.60%

            	
              7.10%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              4.00%

            	
              7.20%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              4.40%

            	
              7.30%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              4.70%

            	
              7.40%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              5.00%

            	
              7.50%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              5.40%

            	
              7.60%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              5.70%

            	
              7.70%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              6.00%

            	
              7.80%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              6.30%

            	
              7.90%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              6.60%

            	
              8.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              6.90%

            	
              8.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              7.20%

            	
              8.20%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              7.50%

            	
              8.20%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              7.80%

            	
              8.30%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              8.00%

            	
              8.40%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              8.00%

            	
              8.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              8.00%

            	
              8.70%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              8.00%

            	
              8.90%

            
	
              Greater
                than 29

            	
              8.00%

            	
              9.00%

            


    

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      3

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
               

              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                Second Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.65%

            	
              6.30%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.30%

            	
              6.60%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.90%

            	
              6.90%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              2.50%

            	
              7.10%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              3.10%

            	
              7.40%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              3.60%

            	
              7.70%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              4.20%

            	
              7.90%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              4.70%

            	
              8.20%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              5.20%

            	
              8.40%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              5.70%

            	
              8.60%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              6.10%

            	
              8.80%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              6.50%

            	
              9.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              7.00%

            	
              9.20%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              7.40%

            	
              9.40%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              7.80%

            	
              9.60%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              8.20%

            	
              9.80%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              8.60%

            	
              10.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              9.00%

            	
              10.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              9.40%

            	
              10.30%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              9.70%

            	
              10.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              10.00%

            	
              10.70%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              10.00%

            	
              10.80%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 29

            	
              10.00%

            	
              11.00%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      



    EXHIBIT
      H-2

    


    Form
      of Interest Rate Cap Agreement

     

    [Attached]

     

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      
        
          	 Barclays
                  Bank PLC
	 5
                  The North Colonnade
	 Canary
                  Wharf
	 London
                  E14 4BB
	 Tel
                  +44 (0)20 7623 2323


        

         

         

         

        
          
            	
                    DATE: 

                  	 October
                    17, 2007
	 
	TO: 	 U.S.
                    Bank National Association, as Trustee of Charming Shoppes
                    Master Trust
	ATTENTION: 	 Jacqueline
                    K. Lee
	TELEPHONE: 	 (651)
                    495-3845
	FACSIMILE: 	 (651)
                    495-8089
	 	 
	FROM: 	 Barclays
                    Bank PLC
	 	 
	SUBJECT: 	 Fixed
                    Income Derivatives Confirmation
	 	 
	REFERENCE
                    NUMBER: 	 1995100B


          

        

         

      

    

    


    

    

    
    

    


     

    The
      purpose of this long-form confirmation (“Confirmation”) is to
      confirm the terms and conditions of the Transaction entered into on the Trade
      Date specified below (the “Transaction”) between Barclays Bank
      PLC (“Party A”) and U.S. Bank National
      Association, as Trustee of Charming Shoppes Master
      Trust (“Party B”) created under the Pooling and Servicing
      Agreement, dated as of November 25, 1997, as amended (the “Pooling and
      Servicing Agreement”) among the Charming Shoppes Receivables Corp.,
      Spirit of America, Inc., as servicer (in such capacity, the
“Servicer”), and U.S. Bank National Association, as trustee
      (the “Trustee”), as supplemented from time to time prior to the
      date hereof, including by the Series 2007-1 Supplement to the Pooling and
      Servicing Agreement dated as of October 17, 2007  (the “Series
      Supplement”).  The Series Supplement and the Pooling and
      Servicing Agreement are collectively referred to herein as the “Base
      Agreement”.  This Confirmation evidences a complete and
      binding agreement between you and us to enter into the Transaction on the terms
      set forth below and replaces any previous agreement between us with respect
      to
      the subject matter hereof.  Item 2 of this Confirmation constitutes a
“Confirmation” as referred to in the ISDA Master Agreement
      (defined below); Item 3 of this Confirmation constitutes a
“Schedule” as referred to in the ISDA Master Agreement; and
      Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to the
      Schedule.

    


    
      	
              1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”), as if Party A and Party B had executed an
                agreement in such form on the date hereof, with a Schedule as set
                forth in
                Item 3 of this Confirmation, and an ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc., with Paragraph 13 thereof as set forth in Annex
                A
                hereto (the “Credit Support Annex” and together with this
                Confirmation and the ISDA Master Agreement, the
                “Agreement”).  For the avoidance of doubt, the
                Transaction described herein shall be the sole Transaction governed
                by
                such ISDA Master Agreement.

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

     

    
      	
              Notional
                Amount:

            	
              With
                respect to any Calculation Period, the amount set forth for such
                period on
                Schedule I attached hereto.

            
	
              Trade
                Date:

            	
              October
                12, 2007

            
	
              Effective
                Date:

            	
              October
                17, 2007

            
	
              Termination
                Date:

            	
              September
                15, 2017; subject to adjustment in accordance with the Business Day
                Convention

            
	
              Fixed
                Amounts:

            	 
	
              Fixed
                Amount
                Payer:

            	
              Party
                B

            
	
              Fixed
                Amount Payer

              Payment
                Date:

            	
               

              Effective
                Date

            
	
              Fixed
                Amount:

            	
              USD
                90,000

            
	
              Floating
                Amounts:

            	 
	
              Floating
                Rate
                Payer:

            	
              Party
                A

            
	
              Cap
                Rate:

            	
              10.00%

            
	
              Floating
                Rate Payer

              Period
                End Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Floating
                Rate Payer

              Payment
                Dates:

            	
               

              The
                15th
                calendar day of each month during the Term of this Transaction, commencing
                November 15, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	
              Floating
                Rate
                Option:

            	
              USD-LIBOR-BBA

            
	
              Designated
                Maturity:

            	
              One
                month

            
	
              Floating
                Rate Day

              Count
                Fraction:

            	
               

              Actual/360

            
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	
              Compounding:

            	
              Inapplicable

            
	
              Business
                Days:

            	
              New
                York, Philadelphia and Milford, Ohio

            
	
              Business
                Day
                Convention:

            	
              Following

            
	
              Calculation
                Agent:

            	
              Party
                A

            
	
              Account
                Details and Settlement Information:

            	 
	
              Payments
                to Party
                A:

            	
              Correspondent:
                BARCLAYS BANK PLC NEW YORK

              FEED:
                026002574

              Beneficiary:  BARCLAYS
                SWAPS

              Beneficiary
                Account: 050-01922-8

            
	
              Payments
                to Party
                B:

            	
              U.S.
                Bank National Association

              ABA
                Number:  091000022

              Account
                Number:  1731-0332-2058

              Reference:  Charming
                Shoppes/2576000052 (2007-1 Hedge)

              Beneficiary
                Name:  US Bank Structured Fin

              Attn:  Jacque
                Lee

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              3.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

     

    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

     

    
      	
               

            	
              For
                the purposes of this Agreement:-

            


    

     

    
      	
              (a)

            	
              “Specified
                Entity” will not apply to Party A or Party B for any
                purpose.

            


    

     

    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

     

    
      	
              (c)

            	
              Events
                of Default.

            


    

     

    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

     

    
      	
               

            	
              (i)

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party
                B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party B; provided, however,
                that  notwithstanding anything to the contrary in Section
                5(a)(ii), any failure by Party A to comply with or perform any obligation
                to be complied with or performed by Party A under the Credit Support
                Annex
                shall not constitute an Event of Default under Section 5(a)(ii) unless
                (A)
                a Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days, (B) an S&P Required Ratings
                Downgrade Event has occurred and been continuing for 10 or more Local
                Business Days, (C) a Fitch Required Ratings Downgrade Event has occurred
                and been continuing for 30 or more days, or (D) a DBRS Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more
                days.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support Annex; provided,
                however, that notwithstanding anything to the contrary in Section
                5(a)(iii)(1), any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(iii) unless (A) a Moody’s Second Trigger Downgrade Event has occurred
                and been continuing for 30 or more Local Business Days, (B) an S&P
                Required Ratings Downgrade Event has occurred and been continuing
                for 10
                or more Local Business Days, (C) a Fitch Required Ratings Downgrade
                Event
                has occurred and been continuing for 30 or more days, or (D) a DBRS
                Required Ratings Downgrade Event has occurred and been continuing
                for 30
                or more days.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (v)

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
               

            	
              (vi)

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

     

    “Specified
      Indebtedness” will have the meaning specified in Section 14, except
      that such term shall not include obligations in respect of deposits received
      in
      the ordinary course of Party A’s banking business.

     

    “Threshold
      Amount” means with respect to Party A an amount equal to three percent
      (3%) of the Shareholders’ Equity of Party A or, if applicable, a guarantor under
      an Eligible Guarantee with credit ratings at least equal to the S&P Required
      Ratings Threshold, the Moody’s Second Trigger Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Shareholders’
      Equity” means with respect to an entity, at any time, such party’s
      shareholders’ equity (on a consolidated basis) determined in accordance with
      generally accepted accounting principles in such party’s jurisdiction of
      incorporation or organization as at the end of such party’s most recently
      completed fiscal year.

     

    
      	
               

            	
              (vii)

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Base Agreement, (C) Section 5(a)(vii)(4) shall not apply to
                a
                proceeding instituted, or a petition presented, by Party A or any
                of its
                Affiliates (notwithstanding anything to the contrary in this Agreement,
                for purposes of Section 5(a)(vii)(4), Affiliate shall have the meaning
                set
                forth in Section 14 of the ISDA Master Agreement), (D) Section
                5(a)(vii)(6) shall not apply to any appointment that is effected
                by or
                pursuant to the Base Agreement, or any appointment to which Party
                B has
                not yet become subject; (E) Section 5(a)(vii) (7) shall not apply;
                (F)
                Section 5(a)(vii)(8) shall apply only to the extent of any event
                which has
                an effect analogous to any of the events specified in clauses (1),
                (3),
                (4), (5) or (6) of Section 5(a)(vii), in each case as modified in
                this
                Part 1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

     

    
      	
               

            	
              (viii)

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will  not apply to Party
                B.

            


    

     

    
      	
              (d)

            	
              Termination
                Events.

            


    

     

    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

     

    
      	
               

            	
              (i)

            	
              The
                “Illegality” provisions of Section 5(b)(i) will apply to
                Party A and will apply to Party B.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A except that, for purposes of the application of Section 5(b)(ii)
                to Party A, Section 5(b)(ii) is hereby amended by deleting the words
“(x)
                any action taken by a taxing authority, or brought in a court of
                competent
                jurisdiction, on or after the date on which a Transaction is entered
                into
                (regardless of whether such action is taken or brought with respect
                to a
                party to this Agreement) or (y)”, and the “Tax Event”
                provisions of Section 5(b)(ii) will apply to Party
                B.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

     

    
      	
              (f)

            	
              Payments
                on Early Termination.  For the purpose of Section 6(e)
                of this Agreement:

            


    

     

    
      	
               

            	
              (i)

            	
              Market
                Quotation will apply, provided, however, that, in the event of a
                Derivative Provider Trigger Event, the following provisions will
                apply:

            


    

     

    
      	
               

            	
              (A)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

     

    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, a Firm Offer which is (1) made by a Reference Market-maker that
      is
      an Eligible Replacement, (2) for an amount that would be paid to Party B
      (expressed as a negative number) or by Party B (expressed as a positive number)
      in consideration of an agreement between Party B and such Reference Market-maker
      to enter into a Replacement Transaction, and (3) made on the basis that Unpaid
      Amounts in respect of the Terminated Transaction or group of Transactions are
      to
      be excluded but, without limitation, any payment or delivery that would, but
      for
      the relevant Early Termination Date, have been required (assuming satisfaction
      of each applicable condition precedent) after that Early Termination Date is
      to
      be included.

     

    
      	
               

            	
              (B)

            	
              The
                definition of Settlement Amount shall be deleted in its entirety
                and
                replaced with the following:

            


    

     

    “Settlement
      Amount” means, with respect to any Early Termination Date, an
      amount (as determined by Party B) equal to:

     

    
      	
               

            	
              (a)

            	
              if,
                on or prior to such Early Termination Date, a Market Quotation for
                the
                relevant Terminated Transaction or group of Terminated Transactions
                is
                accepted by Party B so as to become legally binding, the Termination
                Currency Equivalent of the amount (whether positive or negative) of such
                Market Quotation;

            


    

     

    
      	
               

            	
              (b)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions has been
                accepted by Party B so as to become legally binding and one or more
                Market
                Quotations from Approved Replacements have been communicated to Party
                B
                and remain capable of becoming legally binding upon acceptance by
                Party B,
                the Termination Currency Equivalent of the amount (whether positive
                or
                negative) of the lowest of such Market Quotations (for the avoidance
                of
                doubt, (i) a Market Quotation expressed as a negative number is lower
                than
                a Market Quotation expressed as a positive number and (ii) the lower
                of
                two Market Quotations expressed as negative numbers is the one with
                the
                largest absolute value); or

            


    

     

    
      	
               

            	
              (c)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions is accepted
                by
                Party B so as to become legally binding and no Market Quotation from
                an
                Approved Replacement has been communicated to Party B and remains
                capable
                of becoming legally binding upon acceptance by Party B, Party B’s Loss
                (whether positive or negative and without reference to any Unpaid
                Amounts)
                for the relevant Terminated Transaction or group of Terminated
                Transactions.”

            


    

     

    
      	
               

            	
              (C)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do so before the Early Termination
                Date.

            


    

     

    
      	
               

            	
              (D)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

     

    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (II) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that the amounts payable under the immediately preceding
      clauses (I) and (II) shall be subject to netting in accordance with Section
      2(c)
      of this Agreement.”

     

    
      	
               

            	
              (E)

            	
              At
                any time on or before the Early Termination Date at which two or
                more
                Market Quotations from Approved Replacements have been communicated
                to
                Party B and remain capable of becoming legally binding upon acceptance
                by
                Party B, Party B shall be entitled to accept only the lowest of such
                Market Quotations (for the avoidance of doubt, (i) a Market Quotation
                expressed as a negative number is lower than a Market Quotation expressed
                as a positive number and (ii) the lower of two Market Quotations
                expressed
                as negative numbers is the one with the largest absolute
                value).

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                Second Method will apply.

            


    

     

    
      	
              (g)

            	
              “Termination
                Currency” means USD.

            


    

     

    
      	
              (h)

            	
              Additional
                Termination Events.  Additional Termination Events will
                apply as provided in Part 5(c).

            


    

     

    
      	
              (i)

            	
              Additional
                Amounts Upon Certain Partial
                Terminations

            


    

     

    Party
      B
      shall have the option to reduce the Notional Amount of this Transaction in
      whole
      or in part in connection with either (a) a principal payment made on the Class
      C
      Certificates as a result of the release of funds from the Pre-Funding Account
      on
      the Lane Bryant Portfolio Distribution Date pursuant to Section 4.19(b) of
      the
      Series Supplement (a “Prefunding Reduction”) or (b) payment in full of the Class
      C Certificates (“Class C Termination”).

     

    In
      the
      case of a Prefunding Reduction the parties shall treat the portion of the
      Notional Amount of this Transaction reduced in connection therewith as a
      Terminated Transaction.  In connection with a Class C Termination, the
      parties shall treat this Transaction in its entirety as a Terminated
      Transaction.  Party A shall calculate the Market Quotation for the
      Terminated Transaction as set forth below.

     

    “Market
      Quotation” means, with respect to a Terminated Transaction, an amount determined
      on the basis of quotations from Reference Market-makers.  Each
      quotation will be for an amount, if any, that would be paid to Party A
      (expressed as a negative number) or by Party A (expressed as a positive number)
      in consideration of an agreement between Party A and the quoting Reference
      Market-maker to enter into such Terminated Transaction (with the same fixed
      and
      floating payment rates and remaining term as this Transaction) on the relevant
      Payment Date.  Party A will request each Reference Market-maker to
      provide its quotation to the extent reasonably practicable as of the same day
      and time (without regard to different time zones) on or as soon as reasonably
      practicable prior to the relevant Payment Date.  The day and time as
      of which those quotations are to be obtained will be selected in good faith
      by
      Party A.  If more than three quotations are provided, the Market
      Quotation will be the arithmetic mean of the quotations, without regard to
      the
      quotations having the highest and lowest values.  If exactly three
      such quotations are provided, the Market Quotation will be the quotation
      remaining after disregarding the highest and lowest quotations.  For
      this purpose, if more than one quotation has the same highest value or lowest
      value, then one of such quotations shall be disregarded.  If fewer
      than three quotations are provided, Party A will determine the Market Quotation
      in good faith.  Notwithstanding the foregoing, Party A shall be the
      sole Reference Market-maker (a) in the case of a Prefunding Reduction, and
      (b)
      in other circumstances unless (i) the reduction in the aggregate Notional
      Amounts of the Transactions between Party A and Party B being terminated at
      the
      same time is equal to or greater than $50 million, and (ii) the Servicer or
      the
      Trustee requests that quotations from Reference Market-makers other than Party
      A
      are utilized.

     

    If
      the
      amount so determined by Party A in respect of a Terminated Transaction is
      negative, Party A shall pay such amount to Party B on the next Local Business
      Day.  If the amount so determined by Party A in respect of a
      Terminated Transaction is positive, no payment will be made by either
      party.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                2.

            	
              Tax
                Matters.

            


    

     

    
      	
              (a)

            	
              Tax
                Representations.

            


    

     

    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    
      	
               

            	
              None.

            


    

     

    
      	
               

            	
              (ii)

            	
              Payee
                Representations.  For the purpose of Section 3(f) of
                this Agreement:

            


    

     

    
      	
               

            	
              (A)

            	
              Party
                A makes the following
                representation(s):

            


    

     

    None.

     

    
      	
               

            	
              (B)

            	
              Party
                B makes the following
                representation(s):

            


    

     

    None.

     

    
      	
              (b)

            	
              Tax
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Indemnifiable
                Tax.  Notwithstanding the definition of “Indemnifiable
                Tax” in Section 14 of this Agreement, all Taxes in relation to payments
                by
                Party A shall be Indemnifiable Taxes unless (i) such Taxes are assessed
                directly against Party B and not by deduction or withholding by Party
                A or
                (ii) arise as a result of a Change in Tax Law (in which case such
                Tax
                shall be an Indemnifiable Tax only if such Tax satisfies the definition
                of
                Indemnifiable Tax provided in Section 14).  In relation to
                payments by Party B, no Tax shall be an Indemnifiable Tax, unless
                the Tax
                is due to a Change in Tax Law and otherwise satisfies the definition
                of
                Indemnifiable Tax provided in Section
                14.

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                3.

            	
              Agreement
                to Deliver Documents.

            


    

     

    
      	
              (a)

            	
              For
                the purpose of Section 4(a)(i), tax forms, documents, or certificates
                to
                be delivered are:

            


    

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            
	
              Party
                A and Party B

            	
              Any
                form or document required or reasonably requested to allow the other
                party
                to make payments under the Agreement without any deduction or withholding
                for or on account of any Tax, or with such deduction or withholding
                at a
                reduced rate.

            	
              Promptly
                upon reasonable demand by the other
                party.

            


    

    


    
      	
              (b)

            	
              For
                the purpose of Section 4(a)(ii), other documents to be delivered
                are:

            


    

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            	
              Covered
                by Section 3(d) Representation

            
	
              Party
                A and

              Party
                B

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A and

              Party
                B

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A

            	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

            	
              Promptly
                upon request after becoming publicly available

            	
              Yes

            
	
              Party
                A

            	
              Opinions
                of counsel to Party A substantially in the form of Exhibit A to this
                Confirmation

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                opinion of counsel to Party B reasonably satisfactory to Party
                A.

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	
              Party
                B

            	
              An
                executed copy of the Base Agreement

            	
              Within
                30 days after the date of this Agreement.

            	
              No

            


    

    


    
      	
               

            	
              Part
                4.  Miscellaneous.

            


    

     

    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of this
                Agreement:

            


    

     

    
      	
               

            	
              Address
                for notices or communications to Party
                A:

            


    

     

    
      	
              Address:

            	
              5
                The North Colonnade

            
	 	
              Canary
                Wharf

            
	 	
              London
                E14 4BB

            
	
              Facsimile:

            	
              44(20)
                777 36461

            
	
              Phone:

            	
              44(20)
                777 36810

            


    

    


    (For
      all
      purposes)

    


    Address
      for notices or communications
      to Party B:

    


    
      	
              Address:

            	
              EP—MN—WS3D

            
	 	
              60
                Livingston Street

            
	 	
              St.
                Paul, MN 55107

            
	
              Attention:

            	
              Structured
                Finance—Charming Shoppes 2007-1

            
	
              Facsimile:

            	
              (651)
                495-3890

            
	
              Phone:

            	
              (651)
                495-3880

            


    

    


    (For
      all
      purposes)

    


    
      	
              (b)

            	
              Process
                Agent.  For the purpose of Section
                13(c):

            


    

     

    Party
      A
      appoints as its Process Agent:  Not applicable.

     

    Party
      B
      appoints as its Process Agent:  Not applicable.

     

    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this
                Agreement.

            


    

     

    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

     

    
      	
               

            	
              Party
                A is a Multibranch Party and may act through its London and New York
                Offices.

            


    

     

    
      	
               

            	
              Party
                B is not a Multibranch Party.

            


    

     

    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party A; provided,
                however, that if an Event of Default shall have occurred with respect
                to
                Party A, Party B shall have the right to appoint as Calculation Agent
                a
                financial institution which would qualify as a Reference Market-maker,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A.

            


    

     

    
      	
              (f)

            	
              Credit
                Support Document.

            


    

     

    
      	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              The
                Credit Support Annex, solely in respect of Party B’s obligations under
                Paragraph 3(b) of the Credit Support
                Annex.

            


    

     

    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

     

    
      	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            


    

     

    
      	
              Party
                B:

            	
              None.

            


    

     

    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

     

    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

     

    
      	
              (j)

            	
              Affiliate.  “Affiliate”
                shall have the meaning assigned thereto in Section 14; provided,
                however,
                that Party B shall be deemed to have no Affiliates for purposes of
                this
                Agreement, including for purposes of Section
                6(b)(ii).

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

     

    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2000 ISDA
                Definitions as published and copyrighted in 2000 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Base
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Base
      Agreement) or to a “Section” “of this Agreement” will be construed as a
      reference to a Section of the ISDA Master Agreement; each herein reference
      to a
“Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    
      	
              (b)

            	
              Amendments
                to ISDA Master Agreement.

            


    

     

    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

     

    
      	
               

            	
              (ii)

            	
              Change
                of Account.  Section 2(b) is hereby amended by the
                addition of the following after the word “delivery” in the first line
                thereof: “to another account in the same legal and tax jurisdiction as the
                original account”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

     

    “(g)           Relationship
      Between Parties.

     

    
      	
               

            	
              (1)

            	
              Non-Reliance.  It
                is acting for its own account, and it has made its own independent
                decisions to enter into that Transaction and as to whether that
                Transaction is appropriate or proper for it based upon its own judgment
                and upon advice from such advisors as it has deemed
                necessary.  It is not relying on any communication (written or
                oral) of the other party as investment advice or as a recommendation
                to
                enter into that Transaction, it being understood that information
                and
                explanations related to the terms and conditions of a Transaction
                will not
                be considered investment advice or a recommendation to enter into
                that
                Transaction.  No communication (written or oral) received from
                the other party will be deemed to be an assurance or guarantee as
                to the
                expected results of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Assessment
                and Understanding.  It is capable of assessing the
                merits of and understanding (on its own behalf or through independent
                professional advice), and understands and accepts, the terms, conditions
                and risks of that Transaction.  It is also capable of assuming,
                and assumes, the risks of that Transaction.  Notwithstanding the
                foregoing, the parties understand that the Trustee has been directed
                to
                enter into that Transaction.

            


    

     

    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

     

    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as
                fiduciary for or advisor to it in respect of the
                Transaction.

            


    

     

    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible contract
                participant” as defined in Section 1a(12) of the Commodity Exchange Act,
                as amended.”

            


    

     

    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended by (i) deleting the words “or if a Tax Event Upon Merger occurs
                and the Burdened Party is the Affected Party,” and (ii) by deleting the
                words “to transfer” and inserting the words “to effect a Permitted
                Transfer” in lieu thereof.

            


    

     

    
      	
               

            	
              (vi)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

     

    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

     

    
      	
               

            	
              (i)

            	
              First
                Rating Trigger Collateral.  If Party A has failed to
                comply with or perform any obligation to be complied with or performed
                by
                Party A in accordance with the Credit Support Annex and such failure
                has
                not given rise to an Event of Default under Section 5(a)(i) or Section
                5(a)(iii), then an Additional Termination Event shall have occurred
                with
                respect to Party A and Party A shall be the sole Affected Party with
                respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (ii)

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and at least one Eligible Replacement
                has made a Firm Offer that would, assuming the occurrence of an Early
                Termination Date, qualify as a Market Quotation (on the basis that
                paragraphs (i) and (ii) of Part 1(f) (Payments on Early Termination)
                apply) and which remains capable of becoming legally binding upon
                acceptance.

            


    

     

    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and been continuing
                for 60 or more calendar days.

            


    

     

    
      	
               

            	
              (C)

            	
              A
                Fitch Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more calendar days.

            


    

     

    
      	
               

            	
              (D)

            	
              A
                DBRS Required Ratings Downgrade Event has occurred and been continuing
                for
                30 or more calendar days.

            


    

     

    
      	
               

            	
              (iii)

            	
              Amendment
                of Base Agreement.  If, without the prior written
                consent of Party A where such consent is required under the Base
                Agreement, an amendment is made to the Base Agreement which amendment
                could reasonably be expected to have a material adverse effect on
                the
                interests of Party A (excluding, for the avoidance of doubt, any
                amendment
                to the Base Agreement that is entered into solely for the purpose
                of
                appointing a successor servicer, master servicer, securities
                administrator, trustee or other service provider) under this Agreement,
                an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (iv)

            	
              Termination
                of Trust.  If, the Trust is terminated pursuant to the
                Base Agreement and all rated certificates or notes, as applicable,
                have
                been paid in accordance with the terms of the Base Agreement, an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event; provided, however, that notwithstanding
                Section 6(b)(iv) of this Agreement, both Party A and Party B shall
                have
                the right to designate an Early Termination Date in respect of this
                Additional Termination Event.

            


    

     

    
      	
               

            	
              (v)

            	
              Securitization
                Unwind. If a
                Securitization Unwind (as hereinafter defined) occurs, an Additional
                Termination Event shall have occurred with respect to Party B and
                Party B
                shall be the sole Affected Party with respect to such Additional
                Termination Event; provided, however, that notwithstanding Section
                6(b)(iv) of this Agreement, both Party A and Party B shall have the
                right
                to designate an Early Termination Date in respect of this Additional
                Termination Event.  The Early Termination Date in respect of
                such Additional Termination Event shall be not earlier than the latest
                possible date that the amount of a termination payment may be submitted
                to
                a party exercising a clean-up call in order to be included in the
                clean-up
                call price.  As used herein, “Securitization
                Unwind” means notice of the requisite amount of a party’s
                intention to exercise its option to purchase the underlying credit
                card
                receivables pursuant the Base Agreement is given by the Trustee to
                certificateholders or noteholders, as applicable, pursuant to the
                Base
                Agreement.

            


    

     

    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  In the event that no Relevant
                Entity has credit ratings at least equal to the Required Ratings
                Threshold
                of each relevant Rating Agency (such event, a “Required Ratings
                Downgrade Event”), then Party A shall, as soon as reasonably
                practicable and so long as a Required Ratings Downgrade Event is
                in
                effect, at its own expense, use commercially reasonable efforts to
                procure
                either (A) a Permitted Transfer or (B) an Eligible
                Guarantee.

            


    

     

    
      	
              (e)

            	
              Transfers.

            


    

     

    
      	
               

            	
              (i)

            	
              Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    “Subject
      to Section 6(b)(ii), neither Party A nor Party B is permitted to assign, novate
      or transfer (whether by way of security or otherwise) as a whole or in part
      any
      of its rights, obligations or interests under the Agreement or any Transaction
      without (a) the prior written consent of the other party and (b) satisfaction
      of
      the Rating Agency Condition, except that:

     

    
      	
               

            	
              (a)

            	
              a
                party may make such a transfer of this Agreement pursuant to a
                consolidation or amalgamation with, or merger with or into, or transfer
                of
                all or substantially all its assets to, another entity (but without
                prejudice to any other right or remedy under this
                Agreement);

            


    

     

    
      	
               

            	
              (b)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section 6(e);
                and

            


    

     

    
      	
               

            	
              (c)

            	
              Party
                A may transfer or assign this Agreement to any Person, including,
                without
                limitation, another of Party A’s offices, branches or affiliates (any such
                Person, office, branch or affiliate, a “Transferee”) on
                at least five Business Days’ prior written notice to Party B and the
                Trustee;  provided that, with respect to this clause (c), (A) as
                of the date of such transfer the Transferee will not be required
                to
                withhold or deduct on account of a Tax from any payments under this
                Agreement unless the Transferee will be required to make payments
                of
                additional amounts pursuant to Section 2(d)(i)(4) of this Agreement
                in
                respect of such Tax (B) a Termination Event or Event of Default does
                not
                occur under this Agreement as a result of such transfer; (C) such
                notice
                is accompanied by a written instrument pursuant to which the Transferee
                acquires and assumes the rights and obligations of Party A so transferred;
                (D) Party A will be responsible for any costs or expenses incurred
                in
                connection with such transfer and (E) Party A obtains in respect
                of such
                transfer a written acknowledgement of satisfaction of the Rating
                Agency
                Condition (except for Moody’s).  Party B will execute such
                documentation as is reasonably deemed necessary by Party A for the
                effectuation of any such transfer.”

            


    

     

    
      	
               

            	
               (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such
                transfer.

            


    

     

    
      	
              (f)

            	
              Non-Recourse.  Party
                A acknowledges and agree that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Trust and
                the proceeds thereof, in accordance with the priority of payments
                and
                other terms of the Base Agreement and that Party A will not have
                any
                recourse to any of the directors, officers, employees, shareholders
                or
                affiliates of the Party B with respect to any claims, losses, damages,
                liabilities, indemnities or other obligations in connection with
                any
                transactions contemplated hereby. In the event that the Trust and
                the
                proceeds thereof should be insufficient to satisfy all claims outstanding
                and following the realization of the account held by the Trust and
                the
                proceeds thereof, any claims against or obligations of Party B under
                the
                ISDA Master Agreement or any other confirmation thereunder still
                outstanding shall be extinguished and thereafter not
                revive.  The Trustee shall not have liability for any failure or
                delay in making a payment hereunder to Party A due to any failure
                or delay
                in receiving amounts in the account held by the Trust from the Trust
                created pursuant to the Base Agreement.  This provision will
                survive the termination of this
                Agreement.

            


    

     

    
      	
              (g)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating Agency has been given prior written notice of such designation
                or transfer.

            


    

     

    
      	
              (h)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”.

            


    

     

    
      	
              (i)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same and such amendment satisfies the Rating
                Agency
                Condition with respect to S&P, Fitch and
                DBRS.

            


    

     

    
      	
              (j)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(j) shall
                not
                constitute an Event of Default or a Termination Event.  With
                respect to Party B, delivery of such notice shall not be required
                unless a
                Responsible Officer (as defined in the Base Agreement) has written
                notice
                or actual knowledge of such event or
                condition.

            


    

     

    
      	
              (k)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Trust, or the trust formed pursuant to the Base Agreement,
                in any
                bankruptcy, reorganization, arrangement, insolvency or liquidation
                proceedings or other proceedings under any federal or state bankruptcy
                or
                similar law for a period of one year (or, if longer, the applicable
                preference period) and one day following payment in full of the
                Certificates and any Notes; provided, however, that nothing will
                preclude,
                or be deemed to stop, Party A (i) from taking any action prior to
                the
                expiration of the aforementioned one year and one day period, or
                if longer
                the applicable preference period then in effect, in (A) any case
                or
                proceeding voluntarily filed or commenced by Party B or (B) any
                involuntary insolvency proceeding filed or commenced by a Person
                other
                than Party A, or (ii) from commencing against Party B or any of the
                Collateral any legal action which is not a bankruptcy, reorganization,
                arrangement, insolvency, moratorium, liquidation or similar
                proceeding.  This provision will survive the termination of this
                Agreement.

            


    

     

    
      	
              (l)

            	
              It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed by U.S. Bank National Association (“U.S. Bank”) not
                in its individual capacity, but solely as Trustee of the Charming
                Shoppes
                Master Trust created pursuant to the Base Agreement in the exercise
                of the
                powers and authority conferred and invested in it thereunder; (b)
                U.S.
                Bank has been directed pursuant to the Agreement to enter into this
                Agreement and to perform its obligations hereunder; (c) each of the
                representations, undertakings and agreements herein made on behalf
                of the
                Trust is made and intended not as personal representations of U.S.
                Bank
                but is made and intended for the purpose of binding only Charming
                Shoppes
                Master Trust; and (d) under no circumstances shall U.S. Bank in its
                individual capacity be personally liable for any payments hereunder
                or for
                the breach or failure of any obligation, representation, warranty
                or
                covenant made or undertaken under this
                Agreement.

            


    

     

    
      	
              (m)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

     

    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

     

    
      	
              (n)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (o)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any in respect of any suit, action
                or
                proceeding relating to this Agreement or any Credit Support
                Document.

            


    

     

    
      	
              (p)

            	
              Regarding
                Party A.  Party B acknowledges and agrees that Party A,
                in its capacity as swap provider, has had and will have no involvement
                in
                and, accordingly Party A accepts no responsibility for:  (i) the
                establishment, structure, or choice of assets of Party B; (ii) the
                selection of any person performing services for or acting on behalf
                of
                Party B; (iii) the selection of Party A as the Counterparty; (iv)
                the
                terms of the Certificates; (v) the preparation of or passing on the
                disclosure and other information (other than disclosure and information
                furnished by Party A) contained in any offering circular for the
                Certificates, the Base Agreement, or any other agreements or documents
                used by Party B or any other party in connection with the marketing
                and
                sale of the Certificates; (vi) the ongoing operations and administration
                of Party B, including the furnishing of any information to Party
                B which
                is not specifically required under this Agreement; or (vii) any other
                aspect of Party B’s existence.

            


    

     

    
      	
              (q)

            	
              Rating
                Agency Requirements.   Notwithstanding anything to
                the contrary herein, to the extent any Rating Agency does not assign
                a
                rating to the notes or certificates, as applicable, issued pursuant
                to the
                Base Agreement, references to the requirements of such Rating Agency
                herein shall be ignored for purposes of this
                Agreement.

            


    

     

    
      	
              (r)

            	
              Additional
                Definitions.

            


    

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold, the Moody’s First Trigger Ratings Threshold, the Fitch Approved
      Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      accordance with the Base Agreement) if such entity were a Transferee, as defined
      in the definition of Permitted Transfer.

     

    “DBRS”
      means Dominion Bond Rating Service, or any successor thereto.

     

    “DBRS
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “AA(low)” and a short-term
      unsecured and unsubordinated debt rating from DBRS of
“R-1(middle)”.

     

    “DBRS
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from DBRS at least equal to the DBRS Required Ratings
      Threshold.

     

    “DBRS
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from DBRS of “BBB”.

     

    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event (other than
      an
      Illegality or Tax Event) with respect to which Party A is the sole Affected
      Party or (iii) an Additional Termination Event with respect to which Party
      A is
      the sole Affected Party.

     

    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future obligations of Party A under this Agreement (or, solely
      for
      purposes of the definition of Eligible Replacement, all present and future
      obligations of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are subject to the Rating Agency Condition with
      respect to S&P, Fitch and DBRS, and either (A) a law firm has given a legal
      opinion confirming that none of the guarantor’s payments to Party B under such
      guarantee will be subject to deduction or Tax collected by withholding, or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to deduction or Tax collected by withholding, such
      guarantor is required to pay such additional amount as is necessary to ensure
      that the net amount actually received by Party B (free and clear of any Tax
      collected by withholding) will equal the full amount Party B would have received
      had no such deduction or withholding been required, or (C) in the event that
      any
      payment under such guarantee is made net of deduction or withholding for Tax,
      Party A is required, under Section 2(a)(i), to make such additional payment
      as
      is necessary to ensure that the net amount actually received by Party B from
      the
      guarantor will equal the full amount Party B would have received had no such
      deduction or withholding been required.

     

    “Eligible
      Replacement” means an entity (A) (I) (x) which has credit ratings from
      S&P at least equal to the S&P Required Ratings Threshold or (y) all
      present and future obligations of which entity owing to Party B under this
      Agreement (or its replacement, as applicable) are guaranteed pursuant to an
      Eligible Guarantee provided by a guarantor with credit ratings from S&P at
      least equal to the S&P Required Ratings Threshold, in either case if S&P
      is a Rating Agency, (II) (x) which has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
      future obligations of which entity owing to Party B under this Agreement (or
      its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency, (III) (x) which has credit ratings from Fitch at least equal to the
      applicable Fitch Approved Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Fitch at least equal to the
      Fitch Approved Ratings Threshold, in either case if Fitch is a Rating Agency,
      and (IV) (x) which has credit ratings from DBRS at least equal to the applicable
      DBRS Approved Ratings Threshold or (y) all present and future obligations of
      which entity owing to Party B under this Agreement (or its replacement, as
      applicable) are guaranteed pursuant to an Eligible Guarantee provided by a
      guarantor with credit ratings from DBRS at least equal to the DBRS Approved
      Ratings Threshold, in either case if DBRS is a Rating Agency, and (B) that
      has
      executed or agrees to execute a Regulation AB indemnification agreement, if
      applicable.

     

    
      	
               

            	
              “Financial
                Institution” means a bank, broker/dealer, insurance company,
                structured investment company or derivative product
                company.

            


    

     

    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

     

    “Fitch”
      means Fitch Ratings Ltd., or any successor thereto.

     

    “Fitch
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “A” and a short-term
      unsecured and unsubordinated debt rating from Fitch of “F1”.

     

    “Fitch
      Required Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Required Ratings
      Threshold.

     

    “Fitch
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a long-term
      unsecured and unsubordinated debt rating from Fitch of “BBB-”.

     

    “Moody’s”
      means Moody’s Investors Service, Inc., or any successor thereto.

     

    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating or counterparty rating
      from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A1”.

     

    “Moody’s
      Second Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
      unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

     

    “Permitted
      Transfer” means a transfer by novation by Party A to a transferee
      (the “Transferee”) of all, but not less than all, of Party A’s
      rights, liabilities, duties and obligations under this Agreement, with respect
      to which transfer each of the following conditions is satisfied:  (a)
      the Transferee is an Eligible Replacement that is a recognized dealer in
      interest rate swaps; (b) as of the date of such transfer the Transferee would
      not be required to withhold or deduct on account of Tax from any payments under
      this Agreement or would be required to gross up for such Tax under Section
      2(d)(i)(4); (c) an Event of Default or Termination Event would not occur as
      a
      result of such transfer (d) pursuant to a written instrument (the “Transfer
      Agreement”); the Transferee acquires and assumes all rights and obligations of
      Party A under the Agreement and the relevant Transaction; (e) such Transfer
      Agreement is effective to transfer to the Transferee all, but not less than
      all,
      of Party A’s rights and obligations under the Agreement and all relevant
      Transactions; (f) Party A will be responsible for any costs or expenses incurred
      in connection with such transfer (including any replacement cost of entering
      into a replacement transaction); (g) Moody’s has been given prior written notice
      of such transfer and the Rating Agency Condition (other than with respect to
      Moody’s) is satisfied; and (h) such transfer otherwise complies with the terms
      of the Base Agreement.

     

    “Rating
      Agencies” means, with respect to any date of determination, each
      of  S&P, Moody’s, Fitch and DBRS, to the extent that each such
      rating agency is then providing a rating for any of the related notes or
      certificates, as applicable.

     

    “Rating
      Agency Condition” means, with respect to any particular proposed
      act or omission to act hereunder and each Rating Agency specified in connection
      with such proposed act or omission, that the party proposing such act or failure
      to act must consult with each of the specified Rating Agencies and receive
      from
      each such Rating Agency prior written confirmation that the proposed action
      or
      inaction would not cause a downgrade or withdrawal of the then-current rating
      of
      any Certificates or Notes.

     

    “Relevant
      Entity” means Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

     

    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (i) would have the effect of preserving for Party B the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, and (ii)
      has terms which are substantially the same as this Agreement, including, without
      limitation, rating triggers, Regulation AB compliance, and credit support
      documentation, save for the exclusion of provisions relating to Transactions
      that are not Terminated Transactions.

     

    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold.

     

    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold, the Moody’s Second Trigger Ratings Threshold, the Fitch Required
      Ratings Threshold and the DBRS Required Ratings Threshold.

     

    “S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc., or any successor thereto.

     

    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

     

    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

     

    “S&P
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, (I) if such
      entity is a Financial Institution, a short-term unsecured and unsubordinated
      debt rating of “A-2” from S&P, or, if such entity does not have a short-term
      unsecured and unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “BBB+” from S&P, or
      (II) if such entity is not a Financial Institution, a short-term unsecured
      and
      unsubordinated debt rating of “A-1” from S&P, or, if such entity does not
      have a short-term unsecured and unsubordinated debt rating from S&P, a
      long-term unsecured and unsubordinated debt rating or counterparty rating of
      “A+” from S&P.

     

    


    [Remainder
      of this page intentionally left blank.]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

    The
      time
      of dealing will be confirmed by Party A upon written
      request.  Barclays is regulated by the Financial Services
      Authority.  Barclays is acting for its own account in respect of this
      Transaction.

     

    Please
      confirm that the foregoing correctly sets forth all the terms and conditions
      of
      our agreement with respect to the Transaction by responding within three (3)
      Business Days by promptly signing in the space provided below and both (i)
      faxing the signed copy to Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global Operations, Fax
      +(44) 20-7773-6810/6857, Tel +(44) 20-7773-6901/6904/6965, and (ii) mailing
      the
      signed copy to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London
      E14 4BB, Attention of Incoming Transaction Documentation, Barclays Capital
      Global OTC Transaction Documentation & Management, Global
      Operation.  Your failure to respond within such period shall not
      affect the validity or enforceability of the Transaction against
      you.  This facsimile shall be the only documentation in respect of the
      Transaction and accordingly no hard copy versions of this Confirmation for
      this
      Transaction shall be provided unless Party B requests such a copy.

     

     

    
       

      
        
          	
                  For
                    and on behalf of

                  BARCLAYS
                    BANK PLC

                	
                  For
                    and on behalf of

                  U.S.
                    BANK NATIONAL ASSOCIATION, NOT

                  IN  ITS
                    INDIVIDUAL CAPACITY, BUT SOLELY

                  AS
                    TRUSTEE OF CHARMING SHOPPES

                  MASTER
                    TRUST

                
	
                   

                   

                  Name:         /s/
                    Shain Kalmanowitz      

                  Title:           Authorized
                    Signatory

                  Date:

                	
                   

                   

                  Name:         /s/
                    Ta_____ Schulz-______

                  Title:           Vice
                    President

                  Date:           10/17/07

                   

                


        

        

 

      

    

     

    Barclays
      Bank PLC and its Affiliates, including Barclays Capital Inc., may share with
      each other information, including non-public credit information, concerning
      its
      clients and prospective clients.  If you do not want such information
      to be shared, you must write to the Director of Compliance, Barclays Bank PLC,
      200 Park Avenue, New York, NY 10166.

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
      I

     

    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount (USD)

            
	
              17-Oct-07

            	
              15-Nov-07

            	
              28,800,000

            
	
              15-Nov-07

            	
              15-Dec-07

            	
              28,800,000

            
	
              15-Dec-07

            	
              15-Jan-08

            	
              28,800,000

            
	
              15-Jan-08

            	
              15-Feb-08

            	
              28,800,000

            
	
              15-Feb-08

            	
              15-Mar-08

            	
              28,800,000

            
	
              15-Mar-08

            	
              15-Apr-08

            	
              28,800,000

            
	
              15-Apr-08

            	
              15-May-08

            	
              28,800,000

            
	
              15-May-08

            	
              15-Jun-08

            	
              28,800,000

            
	
              15-Jun-08

            	
              15-Jul-08

            	
              28,800,000

            
	
              15-Jul-08

            	
              15-Aug-08

            	
              28,800,000

            
	
              15-Aug-08

            	
              15-Sep-08

            	
              28,800,000

            
	
              15-Sep-08

            	
              15-Oct-08

            	
              28,800,000

            
	
              15-Oct-08

            	
              15-Nov-08

            	
              28,800,000

            
	
              15-Nov-08

            	
              15-Dec-08

            	
              28,800,000

            
	
              15-Dec-08

            	
              15-Jan-09

            	
              28,800,000

            
	
              15-Jan-09

            	
              15-Feb-09

            	
              28,800,000

            
	
              15-Feb-09

            	
              15-Mar-09

            	
              28,800,000

            
	
              15-Mar-09

            	
              15-Apr-09

            	
              28,800,000

            
	
              15-Apr-09

            	
              15-May-09

            	
              28,800,000

            
	
              15-May-09

            	
              15-Jun-09

            	
              28,800,000

            
	
              15-Jun-09

            	
              15-Jul-09

            	
              28,800,000

            
	
              15-Jul-09

            	
              15-Aug-09

            	
              28,800,000

            
	
              15-Aug-09

            	
              15-Sep-09

            	
              28,800,000

            
	
              15-Sep-09

            	
              15-Oct-09

            	
              28,800,000

            
	
              15-Oct-09

            	
              15-Nov-09

            	
              28,800,000

            
	
              15-Nov-09

            	
              15-Dec-09

            	
              28,800,000

            
	
              15-Dec-09

            	
              15-Jan-10

            	
              28,800,000

            
	
              15-Jan-10

            	
              15-Feb-10

            	
              28,800,000

            
	
              15-Feb-10

            	
              15-Mar-10

            	
              28,800,000

            
	
              15-Mar-10

            	
              15-Apr-10

            	
              28,800,000

            
	
              15-Apr-10

            	
              15-May-10

            	
              28,800,000

            
	
              15-May-10

            	
              15-Jun-10

            	
              28,800,000

            
	
              15-Jun-10

            	
              15-Jul-10

            	
              28,800,000

            
	
              15-Jul-10

            	
              15-Aug-10

            	
              28,800,000

            
	
              15-Aug-10

            	
              15-Sep-10

            	
              28,800,000

            
	
              15-Sep-10

            	
              15-Oct-10

            	
              28,800,000

            
	
              15-Oct-10

            	
              15-Nov-10

            	
              28,800,000

            
	
              15-Nov-10

            	
              15-Dec-10

            	
              28,800,000

            
	
              15-Dec-10

            	
              15-Jan-11

            	
              28,800,000

            
	
              15-Jan-11

            	
              15-Feb-11

            	
              28,800,000

            
	
              15-Feb-11

            	
              15-Mar-11

            	
              28,800,000

            
	
              15-Mar-11

            	
              15-Apr-11

            	
              28,800,000

            
	
              15-Apr-11

            	
              15-May-11

            	
              28,800,000

            
	
              15-May-11

            	
              15-Jun-11

            	
              28,800,000

            
	
              15-Jun-11

            	
              15-Jul-11

            	
              28,800,000

            
	
              15-Jul-11

            	
              15-Aug-11

            	
              28,800,000

            
	
              15-Aug-11

            	
              15-Sep-11

            	
              28,800,000

            
	
              15-Sep-11

            	
              15-Oct-11

            	
              28,800,000

            
	
              15-Oct-11

            	
              15-Nov-11

            	
              28,800,000

            
	
              15-Nov-11

            	
              15-Dec-11

            	
              28,800,000

            
	
              15-Dec-11

            	
              15-Jan-12

            	
              28,800,000

            
	
              15-Jan-12

            	
              15-Feb-12

            	
              28,800,000

            
	
              15-Feb-12

            	
              15-Mar-12

            	
              28,800,000

            
	
              15-Mar-12

            	
              15-Apr-12

            	
              28,800,000

            
	
              15-Apr-12

            	
              15-May-12

            	
              28,800,000

            
	
              15-May-12

            	
              15-Jun-12

            	
              28,800,000

            
	
              15-Jun-12

            	
              15-Jul-12

            	
              28,800,000

            
	
              15-Jul-12

            	
              15-Aug-12

            	
              28,800,000

            
	
              15-Aug-12

            	
              15-Sep-12

            	
              28,800,000

            
	
              15-Sep-12

            	
              15-Oct-12

            	
              28,800,000

            
	
              15-Oct-12

            	
              15-Nov-12

            	
              28,800,000

            
	
              15-Nov-12

            	
              15-Dec-12

            	
              28,800,000

            
	
              15-Dec-12

            	
              15-Jan-13

            	
              28,800,000

            
	
              15-Jan-13

            	
              15-Feb-13

            	
              28,800,000

            
	
              15-Feb-13

            	
              15-Mar-13

            	
              28,285,714

            
	
              15-Mar-13

            	
              15-Apr-13

            	
              27,771,429

            
	
              15-Apr-13

            	
              15-May-13

            	
              27,257,143

            
	
              15-May-13

            	
              15-Jun-13

            	
              26,742,857

            
	
              15-Jun-13

            	
              15-Jul-13

            	
              26,228,571

            
	
              15-Jul-13

            	
              15-Aug-13

            	
              25,714,286

            
	
              15-Aug-13

            	
              15-Sep-13

            	
              25,200,000

            
	
              15-Sep-13

            	
              15-Oct-13

            	
              24,685,714

            
	
              15-Oct-13

            	
              15-Nov-13

            	
              24,171,429

            
	
              15-Nov-13

            	
              15-Dec-13

            	
              23,657,143

            
	
              15-Dec-13

            	
              15-Jan-14

            	
              23,142,857

            
	
              15-Jan-14

            	
              15-Feb-14

            	
              22,628,571

            
	
              15-Feb-14

            	
              15-Mar-14

            	
              22,114,286

            
	
              15-Mar-14

            	
              15-Apr-14

            	
              21,600,000

            
	
              15-Apr-14

            	
              15-May-14

            	
              21,085,714

            
	
              15-May-14

            	
              15-Jun-14

            	
              20,571,429

            
	
              15-Jun-14

            	
              15-Jul-14

            	
              20,057,143

            
	
              15-Jul-14

            	
              15-Aug-14

            	
              19,542,857

            
	
              15-Aug-14

            	
              15-Sep-14

            	
              19,028,571

            
	
              15-Sep-14

            	
              15-Oct-14

            	
              18,514,286

            
	
              15-Oct-14

            	
              15-Nov-14

            	
              18,000,000

            
	
              15-Nov-14

            	
              15-Dec-14

            	
              17,485,714

            
	
              15-Dec-14

            	
              15-Jan-15

            	
              16,971,429

            
	
              15-Jan-15

            	
              15-Feb-15

            	
              16,457,143

            
	
              15-Feb-15

            	
              15-Mar-15

            	
              15,942,857

            
	
              15-Mar-15

            	
              15-Apr-15

            	
              15,428,571

            
	
              15-Apr-15

            	
              15-May-15

            	
              14,914,286

            
	
              15-May-15

            	
              15-Jun-15

            	
              14,400,000

            
	
              15-Jun-15

            	
              15-Jul-15

            	
              13,885,714

            
	
              15-Jul-15

            	
              15-Aug-15

            	
              13,371,429

            
	
              15-Aug-15

            	
              15-Sep-15

            	
              12,857,143

            
	
              15-Sep-15

            	
              15-Oct-15

            	
              12,342,857

            
	
              15-Oct-15

            	
              15-Nov-15

            	
              11,828,571

            
	
              15-Nov-15

            	
              15-Dec-15

            	
              11,314,286

            
	
              15-Dec-15

            	
              15-Jan-16

            	
              10,800,000

            
	
              15-Jan-16

            	
              15-Feb-16

            	
              10,285,714

            
	
              15-Feb-16

            	
              15-Mar-16

            	
              9,771,429

            
	
              15-Mar-16

            	
              15-Apr-16

            	
              9,257,143

            
	
              15-Apr-16

            	
              15-May-16

            	
              8,742,857

            
	
              15-May-16

            	
              15-Jun-16

            	
              8,228,571

            
	
              15-Jun-16

            	
              15-Jul-16

            	
              7,714,286

            
	
              15-Jul-16

            	
              15-Aug-16

            	
              7,200,000

            
	
              15-Aug-16

            	
              15-Sep-16

            	
              6,685,714

            
	
              15-Sep-16

            	
              15-Oct-16

            	
              6,171,429

            
	
              15-Oct-16

            	
              15-Nov-16

            	
              5,657,143

            
	
              15-Nov-16

            	
              15-Dec-16

            	
              5,142,857

            
	
              15-Dec-16

            	
              15-Jan-17

            	
              4,628,571

            
	
              15-Jan-17

            	
              15-Feb-17

            	
              4,114,286

            
	
              15-Feb-17

            	
              15-Mar-17

            	
              3,600,000

            
	
              15-Mar-17

            	
              15-Apr-17

            	
              3,085,714

            
	
              15-Apr-17

            	
              15-May-17

            	
              2,571,429

            
	
              15-May-17

            	
              15-Jun-17

            	
              2,057,143

            
	
              15-Jun-17

            	
              15-Jul-17

            	
              1,542,857

            
	
              15-Jul-17

            	
              15-Aug-17

            	
              1,028,571

            
	
              15-Aug-17

            	
              15-Sep-17

            	
              514,286

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Annex
      A

     

    Paragraph
      13 of the Credit Support Annex

     

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	 


    

    ANNEX
      A

    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of  October 17, 2007  between

    Barclays
      Bank PLC (hereinafter referred to as “Party A” or
“Pledgor”)

    and

    U.S.
      Bank
      National Association, as Trustee of Charming Shoppes Master Trust

     (hereinafter
      referred to as “Party B” or “Secured
      Party”).

    


    This
      Annex supplements, forms part of, and is subject to, the above-referenced
      Agreement, is part of its Schedule and is a Credit Support Document under this
      Agreement with respect to each party.

    


    
      	
               

            	
              Paragraph
                13.  Elections and
                Variables.

            


    

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	
               

            	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
               

            	
              (A)

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation Date”,
                and

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greatest of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured
                Party,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Credit Support Amount for such Valuation
                Date exceeds (b) the Fitch Value, as of such Valuation Date, of all
                Posted
                Credit Support held by the Secured
                Party.”

            


    

     

    
      	
               

            	
              (B)

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the least of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation
                Date,

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                amount by which (a) the Fitch Value, as of such Valuation Date, of
                all
                Posted Credit Support held by the Secured Party exceeds (b) the Fitch
                Credit Support Amount for such Valuation
                Date.”

            


    

     

    
      	
               

            	
              (C)

            	
              “Credit
                Support Amount” shall not apply.  For purposes of
                calculating any Delivery Amount or Return Amount for any Valuation
                Date,
                reference shall be made to the S&P Credit Support Amount, the Moody’s
                Credit Support Amount, or the Fitch Credit Support Amount, in each
                case  for such Valuation Date, as provided in Paragraphs
                13(b)(i)(A) and 13(b)(i)(B), above.

            


    

     

    
      	
               

            	
              (ii)

            	
              Eligible
                Collateral.

            


    

     

    On
      any
      date, the following items will qualify as “Eligible Collateral” (for the
      avoidance of doubt, all Eligible Collateral to be denominated in
      USD):

     

    
      	
              Collateral

            	
              S&P
                Approved Ratings Valuation Percentage

            	
              S&P
                Required Ratings Valuation Percentage

            	
              Moody's
                First Trigger Valuation Percentage

            	
              Moody's
                Second Trigger Valuation Percentage

            	
              Fitch
                & DBRS Valuation Percentage

            
	
              (A)Cash

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            	
              100%

            
	 	 	 	 	 	 
	
              (B)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of not more than one
                year

            	
              98.9%

            	
              79.1%

            	
              100%

            	
              100%

            	
              97.5%

            
	 	 	 	 	 	 
	
              (C)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than one year but not more
                than
                ten years

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            	
              86.3%

            
	 	 	 	 	 	 
	
              (D)Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than ten years

            	
              N/A

            	
              N/A

            	
              100%

            	
              87%

            	
              79%

            


    

    


    Notwithstanding
      the Valuation Percentages set forth in the preceding table, upon the first
      Transfer of Eligible Collateral under this Annex, the Pledgor may, at the
      Pledgor’s expense, agree the Valuation Percentages in relation to (B) through
      (D) above with the relevant rating agency (to the extent such rating agency
      is
      providing a rating for the Certificates), and upon such agreement (as evidenced
      in writing), such Valuation Percentages shall supersede those set forth in
      the
      preceding table.

     

    
      	
               

            	
              (iii)

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Such
      Other Eligible Support as the Pledgor may designate; provided, at the expense
      of
      the Pledgor, the prior written consent of the relevant rating agency (to the
      extent such rating agency is providing a rating for the Certificates) shall
      have
      been obtained.  For the avoidance of doubt, there are no items that
      qualify as Other Eligible Support as of the date of this Annex.

     

    
      	
               

            	
              (iv)

            	
              Threshold.

            


    

     

    
      	
               

            	
              (A)

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
               

            	
              (B)

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody's First Trigger Downgrade Event has occurred and
                is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing for at least 30 Local Business Days or since this Annex
                was
                executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Threshold Downgrade Event has occurred and is
      continuing and such S&P Approved Threshold Downgrade Event has been
      continuing for at least 10 Local Business Days or since this Annex was executed,
      zero; otherwise, infinity.

     

    “Fitch
      Threshold” means, with respect to Party A and any Valuation Date,
      if a Fitch Approved Threshold Downgrade Event has occurred and is continuing
      and
      such Fitch Approved Threshold Downgrade Event has been continuing for at least
      30 calendar days or since this Annex was executed, zero; otherwise,
      infinity

     

    
      	
               

            	 	
              “Threshold”
                means, with respect to Party B and any Valuation Date,
                infinity.

            


    

     

    
      	
               

            	
              (C)

            	
              “Minimum
                Transfer Amount” means USD 50,000; provided further, with
                respect to the Secured Party at any time when the Secured Party is
                a
                Defaulting Party, “Minimum Transfer Amount”
                means zero.

            


    

     

    
      	
               

            	
              (D)

            	
              Rounding:  The
                Delivery Amount will be rounded up and the Return Amount will be
                rounded
                down to the nearest integral multiple of USD
                1000.

            


    

     

    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

     

    
      	
               

            	
              (i)

            	
              “Valuation
                Agent” means Party A.  The Valuation Agent’s
                calculations shall be made in accordance with standard market practices
                using commonly accepted third party sources such as Bloomberg or
                Reuters.

            


    

     

    
      	
               

            	
              (ii)

            	
              “Valuation
                Date” means each Local Business
                Day.

            


    

     

    
      	
               

            	
              (iii)

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same
                date.

            


    

     

    
      	
               

            	
              (iv)

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that
                party):  None.

            


    

     

    
      	
              (e)

            	
              Substitution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)

            	
              Dispute
                Resolution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
               

            	
              (ii)

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value, Moody’s Value, and Fitch Value, on
                any date, of Eligible Collateral will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral comprised of Cash, the amount of such Cash.

     

    For
      Eligible Collateral comprising securities, the sum of (A) the product of (1)(x)
      the bid price at the Valuation Time for such securities on the principal
      national securities exchange on which such securities are listed, or (y) if
      such
      securities are not listed on a national securities exchange, the bid price
      for
      such securities quoted at the Valuation Time by any principal market maker
      for
      such securities selected by the Valuation Agent, or (z) if no such bid price
      is
      listed or quoted for such date, the bid price listed or quoted (as the case
      may
      be) at the Valuation Time for the day next preceding such date on which such
      prices were available and (2) the applicable Valuation Percentage for such
      Eligible Collateral, and (B) the accrued interest on such securities (except
      to
      the extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in the applicable price referred to in the immediately preceding clause (A))
      as
      of such date.

     

    
      	
               

            	
              (iii)

            	
              Alternative.  The
                provisions of Paragraph 5 will apply; provided, that the obligation
                of the
                appropriate party to deliver the undisputed amount to the other party
                will
                not arise prior to the time that would otherwise have applied to
                the
                Transfer pursuant to, or deemed made, under Paragraph 3 if no dispute
                had
                arisen.

            


    

     

    
      	
              (g)

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
               

            	
              (i)

            	
              Eligibility
                to Hold Posted Collateral;
                Custodians.

            


    

     

    Party
      B
      is not and will not be entitled to hold Posted Collateral.  Party B's
      Custodian will be entitled to hold Posted Collateral pursuant to Paragraph
      6(b);
      provided that the following conditions applicable to it are
      satisfied:

     

    
      	
               

            	
              (1)

            	
              The
                Custodian for Party B shall be the same banking institution that
                acts as
                Trustee for the Certificates.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Custodian for Party B shall have a short-term unsecured and unsubordinated
                debt rating from S&P of at least “A-1” or, if no short-term rating is
                available, a long-term unsecured debt rating from S&P of
                “A+.”  The Trustee is required to replace the Custodian within
                60 calendar days of the Custodian’s rating falling below “A-1,” in the
                case of a short-term rating, or “A+,” in the case of a long-term
                rating.

            


    

     

    Initially,
      the Custodian for Party B is:  to be advised in
      writing by Party B to Party A.

     

    
      	
               

            	
              (ii)

            	
              Use
                of Posted Collateral.  The provisions of Paragraph
                6(c) will not apply to Party B; therefore, Party B will not have
                any of
                the rights specified in Paragraph 6(c)(i) or 6(c)(ii); provided,
                however,
                that the Trustee shall invest Cash Posted Credit Support in such
                investments as designated by Party A, with losses (net of gains)
                incurred
                in respect of such investments to be for the account of Party A;
                provided
                further, that such investments designated by Party A shall be limited
                to
                money market funds rated “AAAm” or “AAAm-G” by S&P and from which such
                invested Cash Posted Credit Support may be withdrawn upon no more
                than 2
                Local Business Day’s notice of a request for
                withdrawal.

            


    

     

    
      	
              (h)

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
               

            	
              (i)

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash pursuant to Paragraph
                13(g)(ii).

            


    

     

    
      	
               

            	
              (ii)

            	
              Transfer
                of Interest Amount. The Transfer of the Interest Amount will
                be made on the second Local Business Day following the end of each
                calendar month and on any other Local Business Day on which Posted
                Collateral in the form of Cash is Transferred to the Pledgor pursuant
                to
                Paragraph 3(b); provided, however, that the obligation of Party B
                to
                Transfer any Interest Amount to Party A shall be limited to the extent
                that Party B has earned and received such funds and such funds are
                available to Party B.

            


    

     

    
      	
               

            	
              (iii)

            	
              Alternative
                to Interest Amount. The provisions of Paragraph 6(d)(ii)
                will apply.

            


    

     

    
      	
              (i)

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
               

            	
              (i)

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
               

            	
              (ii)

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support shall
                have
                such meaning as the parties shall agree in writing from time to time
                pursuant to Paragraph 13(b)(iii).

            


    

     

    
      	
              (k)

            	
              Demands
                and Notices.All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    
      
        
          If
            to
            Party A:

              5
            The North
            Colonnade

              Canary
            Wharf

              London  E14
            4BB,
            England

              Attention:                      Swaps
            Documentation

              Facsimile
            No.:               0207-773-6857/6858

              Telephone
            No.:             0207-773-6915/6904

           

              with
            a
            copy to:

           

              General
            Counsel’s Office

              200
            Park
            Avenue

              New
            York,
            NY  10166

           

              Notices
            to Party A shall not be deemed effective unless delivered to the London
            address
            set forth above.

           

          If
            to
            Party B, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B’s Custodian:  to be provided in writing to Party
            A.

        

      

       

    

     

    
      	
              (l)

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified in writing from time to time by the
                party to
                which such Transfer will be made.

            


    

     

    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Collateral
                Account.  The Secured Party shall cause any
                Custodian appointed hereunder to open and maintain a segregated trust
                account and to hold, record and identify all the Posted Collateral
                in such
                segregated trust account and, subject to Paragraph 8(a), such Posted
                Collateral shall at all times be and remain the property of the Pledgor
                and shall at no time constitute the property of, or be commingled
                with the
                property of, the Secured Party or the
                Custodian.

            


    

     

    
      	
               

            	
              (ii)

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
               

            	
              (iii)

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, Fitch Value”.  Paragraph 4(d)(ii) is hereby
                amended by (A) deleting the words “a Value” and inserting in lieu thereof
                “an S&P Value, a Moody’s Value, and a Fitch Value” and (B) deleting
                the words “the Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5 (flush language)
                is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “S&P Value, Moody’s Value, or Fitch
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value, and Fitch Value”.  Paragraph 5(i)(C) is hereby
                amended by deleting the word “the Value, if” and inserting in lieu thereof
                “any one or more of the S&P Value, Moody’s Value, or Fitch Value, as
                may be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                first instance of the words “the Value” and inserting in lieu thereof “any
                one or more of the S&P Value, Moody’s Value, or Fitch Value” and (2)
                deleting the second instance of the words “the Value” and inserting in
                lieu thereof “such disputed S&P Value, Moody’s Value, or Fitch
                Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
                hereby amended by deleting the word “Value” and inserting in lieu thereof
                “least of the S&P Value, Moody’s Value or Fitch
                Value”.

            


    

     

    
      	
               

            	
              (iv)

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
               

            	
              (v)

            	
              Events
                of Default.  Paragraph 7 will not apply to cause
                any Event of Default to exist with respect to Party B except that
                Paragraph 7(i) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support
                Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a Moody’s Second Trigger Downgrade
                Event has occurred and been continuing for 30 or more Local Business
                Days,
                (B) an S&P Required Ratings Downgrade Event has occurred and been
                continuing for 10 or more Local Business Days, (C) a Fitch Required
                Ratings Downgrade Event has occurred and been continuing for 30 or
                more
                days, or (D) a DBRS Required Ratings Downgrade Event has occurred
                and been
                continuing for 30 or more days.

            


    

     

    
      	
               

            	
              (vi)

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


    

     

    
      	
               

            	
              (vii)

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

    
      	
               

            	
               (viii)

            	
              Additional
                Definitions.  As used in this
                Annex:

            


    

     

     “Exposure”
      has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
      1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
      of the definition of Exposure, the words “with terms that are, in all material
      respects, no less beneficial for Party B than those of this Agreement” shall be
      added.

     

    “Fitch
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from Fitch at least equal to the Fitch Approved Ratings
      Threshold.

     

    “Fitch
      Credit Support Amount” means, for any Valuation Date,

     

    
      	
               

            	
              (A)

            	
              if
                the Fitch Threshold for such Valuation Date is zero, an amount equal
                to
                the sum of (1) the Secured Party’s Exposure and (2) the sum, for each
                Transaction, of the product of (a) the Fitch Volatility Cushion for
                such
                Transaction and (b) the Notional Amount of such
                Transaction for the Calculation Period which includes such Valuation
                Date,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Fitch
      Valuation Percentage” means, for any Valuation Date and each item
      of Eligible Collateral, if the Fitch Threshold for such Valuation Date is zero,
      the corresponding percentage for such Eligible Collateral in the column headed
      “Fitch Valuation Percentage”.

     

    “Fitch
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent for such Eligible Collateral and (y) the Fitch Valuation
      Percentage for such Eligible Collateral set forth in paragraph
      13(b)(ii).  The Fitch Value of Cash will be the amount of such
      Cash.

     

    “Fitch
      Volatility Cushion” means, for any Transaction, the related
      percentage set forth in the following table:

     

    
      	 	 	
              Remaining
                Weighted Average Maturity of Transaction

              (years)

            	 
	
              Rating
                of Most Senior Class of Certificates Outstanding on

              Valuation
                Date

            	 	 	
              1

            	 	 	 	
              2

            	 	 	 	
              3

            	 	 	 	
              4

            	 	 	 	
              5

            	 	 	 	
              6

            	 	 	 	
              7

            	 	 	 	
              8

            	 	 	 	
              9

            	 	 	 	
              10

            	 
	
              At
                least “AA-”

            	 	 	0.6	%	 	 	1.6	%	 	 	2.6	%	 	 	3.4	%	 	 	4.2	%	 	 	4.8	%	 	 	5.5	%	 	 	5.9	%	 	 	6.4	%	 	 	7.0	%
	
              “A+/A”

            	 	 	0.3	%	 	 	0.8	%	 	 	1.3	%	 	 	1.7	%	 	 	2.1	%	 	 	2.4	%	 	 	2.8	%	 	 	3.0	%	 	 	3.3	%	 	 	3.6	%
	
              “A-/BBB+”
                or lower

            	 	 	0.2	%	 	 	0.6	%	 	 	1.0	%	 	 	1.3	%	 	 	1.6	%	 	 	1.9	%	 	 	2.1	%	 	 	2.3	%	 	 	2.5	%	 	 	2.7	%


    

    


    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and it is not the
                case that a Moody’s Second Trigger Downgrade Event  has occurred
                and been continuing for at least 30 Local Business Days, an amount
                equal
                to the greater of (x) zero and (y) the sum of the Secured Party’s Exposure
                and the aggregate of Moody’s First Trigger Additional Amounts for each
                Transaction and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event  has occurred and been
                continuing for at least 30 Local Business Days, an amount equal to
                the
                greatest of (x) zero, (y) the aggregate amount of the Next Payments
                for
                each Transaction and such Valuation Date, and (z) the sum of the
                Secured
                Party’s Exposure and the aggregate of Moody’s Second Trigger Additional
                Amounts for each Transaction and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for
      any Valuation Date and any Transaction, the product of (i) the applicable
      Moody’s First Trigger Factor set forth in Table 1, (ii) the Scale Factor, if
      any, for such Transaction, or, if no Scale Factor is applicable for such
      Transaction, one, and (iii) the Notional Amount for such Transaction for the
      Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the product
                of (i)
                the applicable Moody’s Second Trigger Factor set forth in Table 2, (ii)
                the Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the product of
                (i) the
                applicable Moody’s Second Trigger Factor set forth in Table 3, (ii) the
                Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;

            


    

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the Moody's Threshold for such
      Valuation Date is zero and it is not the case that a Moody’s Second Trigger
      Downgrade Event  has occurred and been continuing for at least 30
      Local Business Days, the corresponding percentage for such Eligible Collateral
      in the column headed “Moody’s First Trigger Valuation Percentage” or (ii) if a
      Moody’s Second Trigger Ratings Event has occurred and been
      continuing  for at least 30 Local Business Days, the corresponding
      percentage for such Eligible Collateral in the column headed “Moody’s Second
      Trigger Valuation Percentage”.

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent and (y) the applicable Moody’s Valuation Percentage set forth in
      Paragraph 13(b)(ii). The Moody’s Value of Cash will be the amount of such
      Cash.

     

    “Next
      Payment” means, for each Transaction and each Valuation Date, the
      greater of (i) the aggregate amount of any payments due to be made by Party
      A
      under Section 2(a) in respect of such Transaction on the related Next Payment
      Date less the aggregate amount of any payments due to be made by Party B under
      Section 2(a) on such Next Payment Date (any such payments determined based
      on
      rates prevailing on such Valuation Date) and (ii) zero.

     

    “Next
      Payment Date” means, for each Transaction, the date on which the
      next scheduled payment under such Transaction is due to be paid.

     

     “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the Secured Party’s Exposure;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                125% of
                the Secured Party’s Exposure; or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral, (i) if the S&P Threshold for such
      Valuation Date is zero and it is not the case that a S&P Required Ratings
      Downgrade Event has occurred and been continuing for at least 10 Local Business
      Days, the corresponding percentage for such Eligible Collateral in the column
      headed “S&P Approved Ratings Valuation Percentage” or (ii) if an S&P
      Required Ratings Downgrade Event has occurred and been continuing for at least
      10 Local Business Days, the corresponding percentage for such Eligible
      Collateral in the column headed “S&P Required Ratings Valuation
      Percentage”.

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, the product of (x) the bid price obtained by the Valuation Agent
      for
      such Eligible Collateral and (y) the applicable S&P Valuation Percentage for
      such Eligible Collateral set forth in paragraph 13(b)(ii).

     

    “Transaction-Specific
      Hedge” means any Transaction in respect of which (x) the notional
      amount is “balance guaranteed” or (y) the notional amount for any Calculation
      Period (as defined in the related Confirmation) otherwise is not a specific
      dollar amount that is fixed at the inception of the Transaction.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value, Moody’s Value and Fitch Value with respect to any Eligible Collateral or
      Posted Collateral, the applicable S&P Valuation Percentage, Moody’s
      Valuation Percentage, or Fitch Valuation Percentage for such Eligible Collateral
      or Posted Collateral, respectively, in each case as set forth in Paragraph
      13(b)(ii).

     

    “Value”
      shall mean, in respect of any date, the related S&P Value, the related
      Moody’s Value, and the related Fitch Value.

     

    


     

    


     

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      of this page intentionally left blank]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      1

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                First Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                First Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.15%

            	
              1.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              0.30%

            	
              1.20%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              0.40%

            	
              1.30%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              0.60%

            	
              1.40%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              0.70%

            	
              1.50%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              0.80%

            	
              1.60%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              1.00%

            	
              1.60%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              1.10%

            	
              1.70%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              1.20%

            	
              1.80%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              1.30%

            	
              1.90%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              1.40%

            	
              1.90%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              1.50%

            	
              2.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              1.60%

            	
              2.10%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              1.70%

            	
              2.10%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              1.80%

            	
              2.20%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              1.90%

            	
              2.30%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              2.00%

            	
              2.30%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              2.00%

            	
              2.40%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              2.00%

            	
              2.50%

            
	
              Greater
                than 29

            	
              2.00%

            	
              2.50%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      2

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Swaps

            	
              Moody’s
                Second Trigger Factor—Currency Swaps

            
	
              Equal
                to or less than 1

            	
              0.50%

            	
              6.10%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.00%

            	
              6.30%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.50%

            	
              6.40%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              1.90%

            	
              6.60%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              2.40%

            	
              6.70%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              2.80%

            	
              6.80%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              3.20%

            	
              7.00%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              3.60%

            	
              7.10%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              4.00%

            	
              7.20%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              4.40%

            	
              7.30%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              4.70%

            	
              7.40%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              5.00%

            	
              7.50%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              5.40%

            	
              7.60%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              5.70%

            	
              7.70%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              6.00%

            	
              7.80%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              6.30%

            	
              7.90%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              6.60%

            	
              8.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              6.90%

            	
              8.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              7.20%

            	
              8.20%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              7.50%

            	
              8.20%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              7.80%

            	
              8.30%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              8.00%

            	
              8.40%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              8.00%

            	
              8.50%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              8.00%

            	
              8.60%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              8.00%

            	
              8.70%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              8.00%

            	
              8.80%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              8.00%

            	
              8.90%

            
	
              Greater
                than 29

            	
              8.00%

            	
              9.00%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Table
      3

     

    
      	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
               

              Moody’s
                Second Trigger Factor—Single Currency Interest Rate
                Hedges

            	
              Moody’s
                Second Trigger Factor—Currency Hedges

            
	
              Equal
                to or less than 1

            	
              0.65%

            	
              6.30%

            
	
              Greater
                than 1 but less than or equal to 2

            	
              1.30%

            	
              6.60%

            
	
              Greater
                than 2 but less than or equal to 3

            	
              1.90%

            	
              6.90%

            
	
              Greater
                than 3 but less than or equal to 4

            	
              2.50%

            	
              7.10%

            
	
              Greater
                than 4 but less than or equal to 5

            	
              3.10%

            	
              7.40%

            
	
              Greater
                than 5 but less than or equal to 6

            	
              3.60%

            	
              7.70%

            
	
              Greater
                than 6 but less than or equal to 7

            	
              4.20%

            	
              7.90%

            
	
              Greater
                than 7 but less than or equal to 8

            	
              4.70%

            	
              8.20%

            
	
              Greater
                than 8 but less than or equal to 9

            	
              5.20%

            	
              8.40%

            
	
              Greater
                than 9 but less than or equal to 10

            	
              5.70%

            	
              8.60%

            
	
              Greater
                than 10 but less than or equal to 11

            	
              6.10%

            	
              8.80%

            
	
              Greater
                than 11 but less than or equal to 12

            	
              6.50%

            	
              9.00%

            
	
              Greater
                than 12 but less than or equal to 13

            	
              7.00%

            	
              9.20%

            
	
              Greater
                than 13 but less than or equal to 14

            	
              7.40%

            	
              9.40%

            
	
              Greater
                than 14 but less than or equal to 15

            	
              7.80%

            	
              9.60%

            
	
              Greater
                than 15 but less than or equal to 16

            	
              8.20%

            	
              9.80%

            
	
              Greater
                than 16 but less than or equal to 17

            	
              8.60%

            	
              10.00%

            
	
              Greater
                than 17 but less than or equal to 18

            	
              9.00%

            	
              10.10%

            
	
              Greater
                than 18 but less than or equal to 19

            	
              9.40%

            	
              10.30%

            
	
              Greater
                than 19 but less than or equal to 20

            	
              9.70%

            	
              10.50%

            
	
              Greater
                than 20 but less than or equal to 21

            	
              10.00%

            	
              10.70%

            
	
              Greater
                than 21 but less than or equal to 22

            	
              10.00%

            	
              10.80%

            
	
              Greater
                than 22 but less than or equal to 23

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 23 but less than or equal to 24

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 24 but less than or equal to 25

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 25 but less than or equal to 26

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 26 but less than or equal to 27

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 27 but less than or equal to 28

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 28 but less than or equal to 29

            	
              10.00%

            	
              11.00%

            
	
              Greater
                than 29

            	
              10.00%

            	
              11.00%

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      I

    


    FORM
      OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION

    BY
      MEMBER ORGANIZATION

     

    [Date]

     

    [Euroclear
      or Clearstream Banking, société anonyme, as applicable]

     

    Re:    Charming
      Shoppes Master Trust (the “Trust”)

          Series
      2007-1 Certificates, Class [A] [M] [B] (the “Certificates”)

     

    This
      is
      to certify that as of the date hereof, and except as set forth below, the
      Certificates held by you for our account are beneficially owned by a non-U.S.
      person(s).  As used in this paragraph the term “U.S. person” has the
      meaning given to it by Regulation S under the United States Securities Act
      of
      1933, as amended.

     

    We
      undertake to advise you promptly by tested telex on or prior to the date on
      which you intend to submit your certification relating to the Certificates
      held
      by you for our account in accordance with your operating procedures if any
      applicable statement herein is not correct on such date, and in the absence
      of
      any such notification it may be assumed that this certification applies as
      of
      such date.

     

    We
      understand that this certification is required in connection with certain
      securities laws of the United States.  In connection therewith, if
      administrative or legal proceedings are commenced or threatened in connection
      with which this certification is or would be relevant, we irrevocably authorize
      you, the Trust, Trustee or Transfer Agent and Registrar for the Certificates
      to
      produce this certification to any interested party in such
      proceedings.

     

    Date:
      ____________, 20___.

     

    
      
        	 By
	
                 

                 

                 _____________________________________

              
	 [Agent
                Member]
	 As,
                or as agent for, the Beneficial Owner(s) of the Certificates to
                which this certificate
                relates.


      

    

     

     

     

    


     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      J

    


    FORM
      OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION

    BY
      EUROCLEAR OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME

     

    [Date]

     

    [Name
      and
      address of Trustee]

     

    Re:    Charming
      Shoppes
      Master Trust (the “Trust”)

          Series
      2007-1 Certificates, Class [A] [M] [B] (the “Certificates”)

     

    This
      is
      to certify that, based solely on certifications we have received in writing,
      by
      tested telex or by electronic transmission, from member organizations appearing
      in our records as persons being entitled to a portion of the principal amount
      of
      the Certificates set forth below (our “Member Organizations”)
      substantially to the effect set forth in the Series 2007-1 Supplement, dated
      as
      of October 17, 2007, between Charming Shoppes Receivables Corp., as Seller,
      Spirit of America, Inc., as Servicer, and U.S. Bank National Association, as
      Trustee, U.S. $_______ principal amount of the above-captioned Certificates
      held
      by us or on our behalf are beneficially owned by non-U.S.
      person(s).  As used in this paragraph, the term “U.S. person”
has the meaning given to it by Regulation S under the United States
      Securities
      Act of 1933, as amended.

     

    We
      further certify:

     

    1.           that
      we are not making available herewith for exchange (or, if relevant, exercise
      of
      any rights or collection of any interest) any portion of the Regulation S
      Temporary Book-Entry Certificates excepted in such certifications;
      and

     

    2.           that
      as of the date hereof we have not received any notification from any of our
      Member Organizations to the effect that the statements made by such Member
      Organizations with respect to any portion of the part submitted herewith for
      exchange (or, if relevant, exercise of any rights or collection of any interest)
      are no longer true and cannot be relied upon as the date hereof.

     

    We
      understand that this certification is required in connection with certain
      securities laws of the United States.  In connection therewith, if
      administrative or legal proceedings are commenced or threatened in connection
      with which this certification is or would be relevant, we irrevocably authorize
      you, the Seller or the Trust to produce this certification to any interested
      party in such proceedings.

     

    
      Date:
        ____________, 20___.

       

      
        
          	 Yours Faithfully,
	
                  [Euroclear or Clearstream Banking, société anonyme]

                
	
                   

                   

                  By:_________________________________