Amendment to Second Amended and Restated Pooling and Servicing Agreement



 Exhibit 10.112 
 EXECUTION COPY 
  
  
 CHARMING SHOPPES RECEIVABLES CORP.

 Seller and Holder of the Exchangeable Seller Certificate 
 SPIRIT OF AMERICA, INC. 
 Servicer 
 and 
 U.S. BANK
NATIONAL ASSOCIATION 
 Trustee 
 Charming Shoppes Master Trust 
  
  
 AMENDMENT

 Dated as of October 17, 2007 
 to 
 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 and March 18, 2005) 
  
  
  







 THIS AMENDMENT, dated as of October 17, 2007 (this “Amendment”) is to
the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended as of July 22, 1999, as of May 8, 2001, as of August 5, 2004 and as of March 18, 2005 (the
“Agreement”) each by and among Charming Shoppes Receivables Corp., as seller (the “Seller”) and as Holder of the Exchangeable Seller Certificate, Spirit of America, Inc., as servicer (the
“Servicer”), and U.S. Bank National Association, as trustee (the “Trustee”). Any capitalized term not herein defined shall have the meaning assigned to it in the Agreement. 
 WHEREAS, the Seller, the Holder of the Exchangeable Seller Certificate, the Servicer and the Trustee desire to amend the Agreement in
certain respects as set forth herein; 
 WHEREAS, notice of this amendment and a copy of the form of this Amendment has been
given to each Purchaser Representative at least ten Business Days prior to the date hereof; 
 WHEREAS, an Opinion of Counsel
for the Seller has been delivered to the Trustee and each Purchaser Representative pursuant to Section 13.1(a) of the Agreement; 
 WHEREAS, each Rating Agency has notified the Seller, the Servicer and the Trustee in writing that the amendment provided herein shall not result in a reduction or withdrawal of the rating of any
outstanding Series or Class as to which it is a Rating Agency; 
 NOW THEREFORE, the Agreement is hereby amended in the
following manner: 
 SECTION 1. Amendments. 
 (a) Section 1.1 of the Agreement is hereby amended as follows: 
 (i) by adding the following definitions in the appropriate alphabetical order: 
 “Acquired Portfolio” shall mean a portfolio of Accounts acquired by the Originator after September 1, 2007 from any
Person (or group of affiliated Persons) that is not, as of September 1, 2007, an Affiliate of Charming Shoppes, Inc. 
 “Affiliated Brand” means any brand name or trademark now owned or licensed or hereafter developed, licensed or acquired by Charming Shoppes, Inc. or its present or future Affiliates, which is used primarily for women’s
apparel sales; it being understood and agreed that as of the date hereof “Affiliated Brand” includes, but is not limited to, Fashion Bug, Fashion Bug Plus, Lane Bryant, Lane Bryant Outlet, Lane Bryant Woman, Lane Bryant Catalog, Cacique,
Petite Sophisticate, Petite Sophisticate Outlet, Figure Magazine, Catherines and Catherines Plus Sizes. 
 “Co-Brand
Percentage” shall mean, at any time, 10% or such higher percentage as the Servicer shall have designated in a written notice to the Trustee; provided that Standard & Poor’s shall have notified the Seller or the Servicer
in writing that increasing such percentage will not result in a reduction or withdrawal of its rating on any outstanding Investor Certificates and the Servicer shall have provided a copy of such notice to the Trustee. 
  


					
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 (ii) by deleting the definition of “Co-Branded Program” in its entirety and
substituting the following therefor: 
 “Co-Branded Program” means a program of the
Originator to originate charges on a general purpose credit card, including without limitation a card under the Visa®
, MasterCard®, American Express® or Discover® systems, which
credit card may be co-branded with one or more Affiliated Brands as specified in the Cardholder Guidelines. 
 (iii) by deleting
the definition of “Corporate Trust Office” in its entirety and substituting the following therefor: 
 “Corporate Trust Office” shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office as of October 17, 2007 is located at EP-MN-WS3D,
60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Structured Finance/Charming Shoppes Series 2007-1. 
 (iv) by
deleting Section 1.1.2 of the definition of “Eligible Account” in its entirety and substituting the following therefor: 
 1.1.2 which has been originated in connection with the extension of credit through a Specified Program to an Obligor whose application for the extension of credit was processed through the Originator or
an Affiliate of the Originator or which has been acquired by the Originator from a third party and determined by the Originator to be in compliance with the Cardholder Guidelines, including those relating to the extension of credit; provided
that: 
  

	 	(A)	an Account originated in a Specified Program other than a Private Label Program or a Co-Branded Program shall be an Eligible Account only if at or prior to the
designation of such Account to the Trust the Rating Agency Condition has been satisfied with respect to the inclusion of Accounts from such Specified Program; 

  

	 	(B)	if Standard & Poor’s has rated any outstanding Series, an Account originated in a Co-Branded Program shall be an Eligible Account only if, at the time
such Account is designated as an Additional Account and after giving effect to such designation, the aggregate amount of Principal Receivables arising in Accounts generated under a Co-Branded Program as of the related Addition Cut-Off Date does not
exceed the Co-Brand Percentage of the aggregate Principal Receivables in all Accounts, as of the last day of the most recent Due Period; and 

  

	 	(C)	an Account originated in an Acquired Portfolio shall be an Eligible Account only if at or prior to the designation of such Account to the Trust the Rating Agency
Condition has been satisfied with respect to the inclusion of Accounts from such Acquired Portfolio. 

  


					
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 (v) by deleting Section 1.1.4 of the definition of “Eligible
Account” in its entirety and substituting the following therefor: 
 1.1.4 the Obligor on which has provided, as its
most recent billing address, an address which is located in the United States, a U.S. Territory or a U.S. Military P.O. Box outside the United States; provided, that an Account, the Obligor on which has provided, as its most recent billing
address, an address which is located in Canada or Mexico shall be an Eligible Account, but only to the extent that the aggregate amount of Principal Receivables in all such Accounts shall be less than 1.0% of the aggregate Principal Receivables of
all Accounts averaged as of the last day of the two most recent consecutive Due Periods; and provided, further, that the Receivables of any such Account constituting any such excess over such 1.0% threshold shall not be treated as
Receivables for purposes of calculating the Seller Interest, the Aggregate Minimum Seller Interest or Minimum Aggregate Principal Receivables or the Investor/Purchaser Percentage of any Series; 
 (vi) by (A) deleting the word “or” at the end of clause (v) of the definition of “Permitted
Investments,” (B) renumbering clause (vi) of such definition to be clause (vii) thereof, and (C) adding the following new clause (vi) to such definition: 
 (vi) a money market fund or a qualified investment fund rated “AAAm” or “AAAm-G” by Standard & Poor’s and
in the highest long-term rating category of Moody’s (including funds for which the Trustee or any of its Affiliates is investment manager or advisor); or 
 (vii) by deleting the definition of “Private Label Program” in its entirety and substituting the following therefor: 
 “Private Label Program” means the Originator’s program of originating private label credit card receivables primarily
from sales at stores, catalogs and/or e-commerce websites associated with one or more Affiliated Brands, as specified in the Cardholder Guidelines. 
 (viii) by deleting the definition of “Unaffiliated Retailer Program” in its entirety and substituting the following therefor: 
 “Unaffiliated Retailer Program” means a credit card program of the Originator to allow holders of any private label credit
card associated with one or more of its Affiliated Brands to use the card at certain unaffiliated retail locations, as specified in the Cardholder Guidelines. 
 (b) Section 2.7(b) of the Agreement is hereby amended as follows: 
 (i)
by deleting clause (iii) thereof and substituting the following therefor: 
 (iii) the Seller shall represent and warrant as
of each Removal Date that (x)(i) Accounts were chosen for removal randomly and (ii) no selection procedure was used by the Seller which is materially adverse to the interests of the Investor Certificateholders or any Receivables Purchasers or
any Enhancement Provider or (y) Accounts were selected because of a third-party cancellation, or expiration without renewal, of an affinity or private-label arrangement; 
  


					
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 (ii) by adding the following at the end of such section: 
 Notwithstanding the foregoing, any Account that (A) has a Receivables balance equal to zero, (B) contains no Receivables which have
been charged off as uncollectible in accordance with the Servicer’s customary and usual manner for charging off such Accounts, (C) has been irrevocably closed in a manner consistent with the Servicer’s customary and usual procedures
for closing revolving credit card accounts and (D) has been determined to be inactive may be removed without satisfying the requirements set forth in this Section. 
 (c) Section 13.1(b) of the Agreement is hereby amended to add the following after the end of the first sentence thereof: 
 Notwithstanding the foregoing, no amendment described in this Section 13.1(b) shall become effective if it would cause the Trust
to fail to be a QSPE unless the Holders of Investor Certificates evidencing Undivided Trust Interests aggregating not less than 66 2/3 of the Investor Interest of each outstanding Series have expressly agreed (which agreement may be in the form of
an amendment to this Agreement) that the Trust need not be a QSPE. 
 (d) Section 13.1 of the Agreement is hereby
amended to add the following new clause (h) after clause (g) thereof: 
 (h) The Trustee shall be entitled to
conclusively rely on the Servicer’s determination that an amendment described in this Section 13 will not cause the Trust to fail to be a QSPE, which determination shall be evidenced by the Servicer’s execution of such
amendment. 
 SECTION 2. Consent to Execution of the Consent to Purchase and Sale Agreement. The parties hereto consent
to the execution of that certain Consent to Purchase and Sale Agreement, of even date herewith, in the form attached hereto as Exhibit A. 
 SECTION 3. Agreement in Full Force and Effect as Amended. In all other respects the Agreement is confirmed and ratified and shall continue in full force and effect. Henceforth, references in the
Agreement to “the Agreement,” “this Agreement,” “hereof,” “hereto” or words of similar import shall in each case be deemed to refer to the Agreement as hereby amended. 
  


					
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 SECTION 4. Effectiveness. The amendment provided for by this Amendment shall become
effective on the date first set forth above; provided that on or prior to such date the Trustee shall have received counterparts of this Amendment, duly executed by the parties hereto. 
 SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. 
 SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  


					
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Agreement










 IN WITNESS WHEREOF, the Seller, the Holder of the Exchangeable Seller Certificate, the
Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. 
  

			
	 CHARMING SHOPPES RECEIVABLES CORP.,
 Seller and Holder of the Exchangeable Seller Certificate

		
	By:	 	/s/ Kirk R. Simme
	Name:	 	Kirk R. Simme
	Title:	 	Vice President
	
	 SPIRIT OF AMERICA, INC.,
 Servicer

		
	By:	 	/s/ Kirk R. Simme
	Name:	 	Kirk R. Simme
	Title:	 	Vice President
	
	 U.S. BANK NATIONAL ASSOCIATION,
 not in its individual capacity but solely as the Trustee for CHARMING SHOPPES MASTER TRUST

		
	By:	 	/s/ Tamara Schultz-Fugh
	Name:	 	Tamara Schultz-Fugh
	Title:	 	Vice President


  


					
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	The undersigned hereby consent to the above Amendment to Second Amended and Restated Pooling and Servicing Agreement:
	  
 CLIPPER RECEIVABLES COMPANY, LLC, as Class C
Holder and as Class D-1 Holder for the Series 2004-1

		
	By:	 	/s/ R. Douglas Donaldson
	Name:	 	R. Douglas Donaldson
	Title:	 	Treasurer
	
	STATE STREET GLOBAL MARKETS, LLC, as successor to State Street Capital Corporation, as Administrator for Clipper Receivables Company, LLC
		
	By:	 	/s/ Thomas Loughlin
	Name:	 	Thomas Loughlin
	Title:	 	Vice President
	
	 BARCLAYS BANK PLC,
 as Administrator for Sheffield Capital Corporation under the Series 2004-VFC

		
	By:	 	/s/ Joseph Lau
	Name:	 	Joseph Lau
	Title:	 	Director


  


					
		  	7	  	 Charming Shoppes Amendment to
 Second Amended and Restated Pooling
 and Servicing
Agreement