exhibit103oct302009.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.3

          


        

      

    


    CHARMING
SHOPPES MASTER TRUST

     

    SERIES
2004-VFC PAYOFF AND
RELEASE AGREEMENT

     

    


     

    Dated as
of October 25, 2009

     

    


     

    among

     

    SPIRIT OF
AMERICA, INC.,

     

    as
Servicer

     

    CHARMING
SHOPPES RECEIVABLES CORP.,

     

    


     

    as Seller
and Class B Purchaser,

     

    


     

    SHEFFIELD
RECEIVABLES CORPORATION,

     

    as the
Conduit Purchaser,

     

    


     

    BARCLAYS
BANK PLC

     

    as
Administrator for the Conduit Purchaser

     

    


     

    and

     

    


     

    U.S. BANK
NATIONAL ASSOCIATION,

     

    as
Trustee

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SERIES
2004-VFC PAYOFF AND RELEASE AGREEMENT (the “Agreement”), dated as
of October 25, 2009, among SPIRIT OF AMERICA, INC., as Servicer  (the
“Servicer”),
CHARMING SHOPPES RECEIVABLES CORP., as Seller and Class B Purchaser (in such
capacities, the “Seller” or the “Class B Purchaser”),
SHEFFIELD RECEIVABLES CORPORATION, as the Conduit Purchaser (the “Conduit Purchaser”),
BARCLAYS BANK PLC, as Administrator for the Conduit Purchaser (the Administrator”) and
U.S. BANK NATIONAL ASSOCIATION, as Trustee of the Charming Shoppes Master Trust
(the “Trustee”).

     

    WHEREAS,
the Seller, the Servicer, the Conduit Purchaser and the Administrator are
parties to that certain Certificate Purchase Agreement, dated as of January 21,
2004 (as amended, the “Certificate Purchase
Agreement”);

     

    WHEREAS,
the Servicer and the Trustee are parties to that Series 2004-VFC Supplement,
dated as of January 21, 2004 (as amended, the “Supplement”), to the
Second Amended and Restated Pooling and Servicing Agreement, dated as of
November 25, 1997 (as amended, the “PSA”).

     

    WHEREAS,
the Seller desires to cause the entire amount of the Investor Interest to be
prepaid in full; and

     

    WHEREAS,
the Conduit Purchaser and the Administrator have consented to such
prepayment.

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

     

    1.             DEFINITIONS

     

    Capitalized
terms used but not defined herein shall have the meanings given such terms in
the Supplement (as defined herein).  For purposes of this Agreement,
the following terms shall have the meanings given them below:

     

    “Accounts Purchase
Agreement” means the purchase agreement, dated as of August 12, 2009
among the Servicer, Spirit of America, Inc. and the Seller, as seller parties,
and World Financial Network National Bank, as purchaser.

     

    “Class A Payoff
Amount” means the sum of the following amounts: (i) the Class A Investor
Interest, plus (ii) accrued and unpaid interest on the Class A Investor Interest
through the Payoff Date, plus (iii) the accrued and unpaid Class A Non-Use Fees
and Class A Additional Amounts in respect of the Class A Investor Interest
through the Payoff Date.

     

    “Class B Payoff
Amount” means the sum of (i) the Class B Investor Interest plus (ii)
accrued interest on the Class B Investor Interest.

     

    “Payoff Amount” means
the sum of the Class A Payoff Amount and the Class B Payoff Amount.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Payoff Date” means
October 30, 2009 or such later date as is designated in writing to the
parties hereto by the Servicer; provided, however, it is understood and agreed
that (i) the Payoff Date shall not be a Distribution Date and (ii) the Payoff
Date shall not occur prior to consummation of the transactions contemplated by
the Accounts Purchase Agreement.

     

    2.             THE PAYOFF AND
TERMINATION

     

    SECTION
2.1 Termination of
Obligations.  Subject to the terms and conditions of this
Agreement, each of the Trustee and the Certificateholders acknowledges and
agrees that, following transfer by the Servicer of the Payoff Amount to the
Administrator on the Payoff Date, (i) the Supplement, the Certificate Purchase
Agreement and the Fee Letter shall be terminated and (ii) neither the Seller nor
the Servicer shall have any further obligations with respect to the Supplement,
the Certificate Purchase Agreement, the Fee Letter or the Series 2004-VFC
Certificates, except for obligations that, by the terms of the Certificate
Purchase Agreement survive the termination thereof.

     

    SECTION
2.2 Waiver; Calculation of
Payoff Amount; True-Up.

     

    (a) The
parties hereto agree to waive the refinancing provisions of Section 4(c) of the
Supplement.

     

    (b) No later
than 2:00 p.m. New York time two Business Days prior to the Payoff Date, the
Seller (or the Servicer on its behalf) shall request the Administrator to
provide it with the Class A Payoff Amount.

     

    (c) Within
one Business Day following receipt of the notice described in Section 2.2(a)
hereof, the Administrator shall deliver to the Servicer, the Seller, and the
Class A Purchaser a statement of the Class A Payoff Amount, setting forth in
reasonable detail, the manner in which such amounts were
calculated.

     

    (d) One
Business Day prior to the Payoff Date, the Servicer shall calculate the Class B
Payoff Amount and following receipt of the statement described in Section 2.2(c) shall
calculate the Payoff Amount.

     

    (e) On the
Payoff Date, the Seller shall cause the Servicer or its designee to transfer the
Payoff Amount distributed on the Payoff Date to the Trustee in immediately
available funds.  Concurrently therewith the Trustee shall (i) apply
the Payoff Amount in accordance with the Supplement and the PSA after giving
effect to all other distributions of Collections to be made on the Payoff Date
and (ii) the Administrator shall deliver the Investor Certificates representing
the Class A Investor Interest to the Trustee for cancellation.

     

    3.             REPRESENTATIONS, WARRANTIES AND
COVENANTS

     

    SECTION
3.1 Absence of
Liens.  Each of the Administrator and the Conduit Purchaser
represents and warrants to each other party that it has not granted any security
interest in, and no person claiming through the Administrator or Conduit
Purchaser as the result of an act

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    or
omission of the Administrator or Conduit Purchaser has created any lien, pledge
or encumbrance on or against, any Receivables.

     

    SECTION
3.2 The
Servicer promises to pay to the Administrator or counsel to the Administrator,
as applicable (i) out-of-pocket costs and reasonable attorneys’ fees incurred by
the Conduit Purchaser and the Administrator in connection with this Agreement
and (ii) such out-of-pocket costs and reasonable attorneys’ fees (if any) as are
outstanding and owing to the Conduit Purchaser or the Administrator under the
Certificate Purchase Agreement, the Supplement and the transactions thereunder,
in each case following receipt of an invoice or other appropriate
documentation.

     

    4.             CONDITION
PRECEDENT

     

    SECTION
4.1 Consummation of the Accounts
Purchase Agreement.  It shall be a condition precedent to
requirement to transfer the Payoff Amount under Section 2.1(c) hereof that the
transactions contemplated by the Accounts Purchase Agreement be consummated on
the Payoff Date.  If the Servicer does not pay the Payoff Amount to
the Trustee on the Payoff Date pursuant to Section 2.2(e) hereof, then the
Seller shall cause the Servicer to make a Breakage Payment to the Conduit
Purchaser in accordance with Section 4.6(c)
of the Supplement.

     

    5.             MISCELLANEOUS

     

    SECTION
5.1 Further
Assurances.  Each of the Conduit Purchaser and the
Administrator agrees, at the Seller’s expense, to promptly execute and deliver
all further instruments and documents, and to take all further actions, that may
be necessary or desirable, or that the Seller may reasonably request, to carry
out the terms of the Agreement.

     

    SECTION
5.2 Governing
Law.  THIS AGREEMENT 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
5.3 No
Petition.  (a)  The Seller, the Servicer, the
Trustee, the Class B Purchaser, the Conduit Purchaser and the Administrator, by
entering into this Agreement, hereby covenant and agree that they will not at
any time institute against the Trust, or join in any institution against the
Trust of, any bankruptcy proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Investor Certificates, this Agreement, the Certificate Purchase Agreement or the
Supplement.

     

    (b) The
Servicer, the Trustee, the Conduit Purchaser and the Administrator hereby
covenant and agree that they will not at any time institute against the Seller,
or join in any institution against the Seller of, any bankruptcy proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Investor Certificates, this Agreement, the
Certificate Purchase Agreement or the Supplement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c) The
Servicer, the Class B Purchaser, the Trustee, the Trust and the Administrator
hereby covenant and agree that they will not at any time institute against the
Conduit Purchaser, or join in any institution against the Conduit Purchaser of,
any bankruptcy proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the Investor
Certificates, this Agreement, the Certificate Purchase Agreement or the
Supplement.

     

    SECTION
5.4 Costs, Expenses and
Taxes.  The Seller agrees to pay on demand all reasonable costs
and out-of-pocket expenses in connection with the preparation, execution and
delivery of this Agreement and the other related documents, including, without
limitation, reasonable attorney fees and expenses for the Administrator and
Conduit Purchaser.

     

    SECTION
5.5 Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.  Delivery
of an executed counterpart of a signature page to this Agreement by facsimile
shall be effective as delivery of a manually executed counterpart of this
Agreement.

     

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    IN
WITNESS WHEREOF, the parties have caused this Series 2004-VFC Payoff and Release
Agreement to be signed by their duly authorized officers as of the date set
forth on the cover page of this Agreement.

     

    


    
      	
              SPIRIT OF AMERICA, INC.,
      as the Servicer

            
	 
      
	
              By:                                                                           

            
	
              Name:
      Eric M. Specter

            
	
              Title:   President

            
	 
      
	 
      
	
              CHARMING SHOPPES RECEIVABLES
      CORP., as the Seller and Class B Purchaser

               

            
	 
      
	
              By:                                                                           

            
	
              Name:
      Eric M. Specter

            
	
              Title:   President

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              SHEFFIELD RECEIVABLES
      CORPORATION, as the Conduit Purchaser

            
	 
      
	 
      
	
              By:                                                                           

            
	
              Name:                                                                           

            
	
              Title:                                                                           

            
	 
      
	 
      
	
              BARCLAYS
      BANK PLC,

              as
      Administrator for the Conduit Purchaser

            
	 
      
	 
      
	
              By:                                                                           

            
	
              Name:                                                                           

            
	
              Title:                                                                           

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              U.S. BANK NATIONAL
      ASSOCIATION, not in its individual capacity but solely as the
      Trustee for CHARMING SHOPPES MASTER TRUST

            
	 
      
	 
      
	
              By:                                                                           

            
	
              Name:                                                                           

            
	
              Title: