AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

SECTION 1.01    Commitments to Purchase; Limits on Purchaser’s Obligations . Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Termination Date, Seller may request that Purchaser purchase from Seller ownership interests in the Pool Assets (each being a “ Purchase ”) and Purchaser shall make such Purchase; provided that no Purchase shall be made by Purchaser to the extent that, after giving effect thereto, the then Senior Investor Balance would exceed the lesser of (a) the Facility Limit and (b) the Benchmark Amount; and provided further that each Purchase made pursuant to this Section 1.01 shall have a Purchase Price of at least $500,000 and shall be in integral multiples of $250,000.

SECTION 1.02    Purchase Procedures; Assignment of Purchaser’s Interests .

(a)    Notice of Purchase . Each Purchase from Seller by Purchaser shall be made on notice from Seller to the Administrator received by the Administrator not later than 11:00 a.m. (New York City time) on the second Business Day before the date of such proposed Purchase. Each such notice of a proposed Purchase shall specify the desired amount and date of such Purchase. The “ Purchase Price ” for each Purchase shall be the lesser of (i) the amount requested by Seller pursuant to this Section 1.02(a) and (ii) the amount permitted pursuant to Section 1.01 .

(b)    Funding of Purchase . On the date of each Purchase, Purchaser shall, upon satisfaction of the applicable conditions set forth in Article V , make available to the Administrator at the Administrator’s Office (or to such account as designated by the Administrator) the amount of its Purchase in same day funds, and after receipt by the Administrator of such funds, the Administrator will (a) apply such funds to make a deposit to the Cash Collateral Account to the extent necessary to cause the amount on deposit therein to equal or exceed the Required Cash Collateral Amount, and (b) make the remaining portion of such funds immediately available to Seller at such office or to such account as Seller shall designate in writing to the Administrator on or prior to the date hereof (or such other office or account as Seller shall designate from time to time).

(c)    Assignment of Asset Interest . Seller hereby sells, assigns and transfers to Purchaser, effective on and as of the date of each Purchase by the Purchaser hereunder, the corresponding undivided ownership interest in the Pool Assets.

SECTION 1.03    Reinvestments of Certain Collections; Payment of Remaining Collections . (a) On the close of business on each Business Day during the period from the date hereof to the Final Payout Date, Servicer shall, out of all Collections received on such day:

(i)    determine the portion of such Collections attributable on such day to the Asset Interest by multiplying (x) the amount of such Collections times (y) the Asset Interest at such time;

(ii)    out of the portion of such Collections allocated to the Asset Interest pursuant to clause (i) , set aside and deposit into the Collection Account within two Business Days an amount at least equal to the sum of the estimated amount of Earned Discount accrued in respect of the Senior Investor Balance (based on rate information provided by the Administrator pursuant to Section 2.03 ), all other amounts due to Purchaser or the Administrator hereunder and the Servicer’s Fee (in each case, accrued through such day) and an amount equal to any Cash Collateral Shortfall and any Reserve Account Shortfall not so previously set aside;

(iii)    apply the Collections allocated to the Asset Interest pursuant to clause (i) and not required to be set aside pursuant to clause (ii) to the purchase from Seller of ownership interests in Pool Assets (each such purchase being a “ Reinvestment ”); provided that (A) if the then Senior Investor Balance would exceed the Benchmark Amount, then the Servicer shall not reinvest, but shall set aside and deposit into the Collection Account within two Business Days, a portion of such Collections which, together with other Collections previously set aside and then so held in the Collection Account, shall equal the amount necessary to reduce the Senior Investor Balance to the Benchmark Amount; (B) if the conditions precedent to Reinvestment in Section 5.02 are not satisfied then Servicer shall not reinvest, but shall set aside and hold for the benefit of Purchaser, any of such remaining Collections, which Collections shall be deposited into the Collection Account within two Business Days; and (C) if the Seller shall have requested a reduction in the Senior Investor Balance, then, during the times specified in Section 3.02(b)(ii) , Servicer shall not reinvest, but shall set aside and hold for the benefit of Purchaser, a portion of such Collections until the amount thereof not so reinvested shall equal the amount of such reduction; and

(iv)    pay to Seller (A) the portion of such Collections not allocated to the Asset Interest pursuant to clause (i) and (B) the Collections applied to Reinvestment pursuant to clause (iii) .

(b)    Unreinvested Collections . Servicer shall set aside in the Collection Account and hold in trust for the benefit of Purchaser all Collections which pursuant to clause (iii) of Section 1.03(a) , may not be reinvested in Pool Assets. If, prior to the date when such Collections are required to be paid to the Administrator for the benefit of Purchaser pursuant to Section 3.01 , the amount of Collections so set aside exceeds the amount, if any, necessary to reduce the Senior Investor Balance to the Discounted Principal Receivables Balance, and the conditions precedent to Reinvestment set forth in Section 5.02 are satisfied, then the Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) to the making of a Reinvestment.

SECTION 1.04    Asset Interest . (a)  Components of Asset Interest . On any date the Asset Interest will represent Purchaser’s combined undivided percentage ownership interest in (i) all then outstanding Pool Receivables, (ii) related Contracts, (iii) all Related Security with respect to such Pool Receivables, (iv) all Collections with respect thereto, (v) all rights of Seller (directly or as assignee of Transferor) under the First Tier Agreement and the Second Tier Agreement, (vi) all books and records evidencing or related to the foregoing, and (vii) all proceeds of the foregoing (collectively, the “ Pool Assets ”); provided , that , the Pool Assets shall not include any interests in any returned, repossessed or foreclosed goods and/or merchandise the sale of which gave rise to a Receivable.

(b)    Computation of Asset Interest . On any date, the Asset Interest shall be equal to a fraction (expressed as a percentage), the numerator of which is the Senior Investor Balance and the denominator of which is the Benchmark Amount, each as of such day; provided , however , that during the Liquidation Period, the Asset Interest shall be the Asset Interest computed as of the day immediately preceding the commencement of the Liquidation Period; provided , further , that the Asset Interest shall not exceed 100%.

(c)    Frequency of Computation . The Asset Interest shall be computed as of the close of business on each Business Day (after giving effect to Section 1.03 ) and shall be reported as of the end of the Due Period in the Information Package delivered on each Report Date.

SECTION 1.05    Reduction of Facility Limit; Termination . Upon three Business Days’ prior written notice to the Administrator, the Seller may reduce the Facility Limit, or terminate this Agreement, provided that, after giving effect thereto, the Facility Limit is not less than the Senior Investor Balance. Any such reduction or termination shall be permanent.

SECTION 2.01    Computation of Senior Investor Balance . In making any determination of the Senior Investor Balance, the following rules shall apply:

(a)    Senior Investor Balance shall not be considered reduced by any allocation, setting aside or distribution of any portion of Collections unless such Collections shall have been actually delivered to the Administrator pursuant hereto; and

(b)    Senior Investor Balance shall not be considered reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or otherwise returned for any reason.

SECTION 2.02    Computation of Earned Discount . In making any determination of Earned Discount, the following rules shall apply:

(a)    the Administrator shall determine the Earned Discount accruing with respect to the Senior Investor Balance, in accordance with the definition of Earned Discount;

(b)    no provision of this Agreement shall require the payment or permit the collection of Earned Discount in excess of the maximum permitted by applicable law; and

(c)    Earned Discount shall not be considered paid by any distribution if at any time such distribution is rescinded or otherwise returned for any reason.

SECTION 2.03    Estimates of Earned Discount Rate, Fees, etc . For purposes of determining the amounts required to be set aside by Servicer pursuant to Section 1.03 , the Administrator shall notify Servicer from time to time of the Earned Discount Rate applicable to the Senior Investor Balance and the rates at which fees and other amounts are accruing hereunder. It is understood and agreed that (i) the Earned Discount Rate may change from time to time, (ii) certain rate information provided by the Administrator to Servicer shall be based upon the Administrator’s good faith estimate, (iii) the amount of Earned Discount actually accrued with respect to any Settlement Period may exceed, or be less than, the amount set aside with respect thereto by Servicer, and (iv) the amount of fees or other payables accrued hereunder with respect to any Settlement Period may exceed, or be less than, the amount set aside with respect thereto by Servicer. Failure to set aside any amount so accrued shall not relieve Servicer of its obligation to remit Collections to the Administrator with respect to such accrued amount, as and to the extent provided in Section 3.01 .

SECTION 3.01    Settlement Procedures .

(a)    Information Package . On or before the Report Date preceding each Settlement Date, Servicer shall deliver to the Administrator an electronic mail containing such information as shall be agreed in writing by Servicer and the Administrator prior to the Initial Funding Date (each, an “ Information Package ”).

(b)    Earned Discount; Other Amounts Due . (i) On the tenth day before each Settlement Date, the Administrator shall notify Servicer of (x) the amount of Earned Discount that will have accrued in respect of the Senior Investor Balance during such Settlement Period (the amount of such Earned Discount shall be calculated using an estimate of the CP Rate, if necessary, for the remaining days in such Settlement Period; provided that each such estimated amount shall be adjusted as provided in the following paragraph (ii)), and (y) all fees and other amounts accrued and payable by Seller under this Agreement (other than the Senior Investor Balance).

(ii)    If the Administrator shall have notified Servicer of the estimated amount of Earned Discount as provided in clause (i) above with respect to a Settlement Period and, on or prior to the applicable Settlement Date, the Administrator shall have determined that such estimate is inaccurate, the Administrator shall notify Servicer as soon as reasonably practicable and the Earned Discount for the subsequent Settlement Period shall be adjusted as follows. If the actual Earned Discount exceeds the estimated amount thereof, such excess shall be added to the Earned Discount for the subsequent Settlement Period (and in any event paid to the Administrator by Seller on or prior to the Final Payout Date). If the actual Earned Discount is less than the estimated amount thereof, the difference shall be subtracted from the Earned Discount for the subsequent Settlement Period (and in any event credited to amounts owed by Seller to the Administrator by Seller on the Final Payout Date). Notwithstanding the foregoing, any reconciliation in respect of the final Settlement Period as a consequence of any estimate described above shall be effected on the final Settlement Date.

(1)    to the Administrator on behalf of the Purchaser, an amount equal to the (i) Earned Discount accrued during such Settlement Period, plus any previously accrued Earned Discount not paid on a prior Settlement Date, and (ii) Program Fees accrued during such Settlement Period, plus any previously accrued Program Fees and not paid on a prior Settlement Date;

(2)    to the Administrator on behalf of the Purchaser, an amount equal to the Unused Program Fees accrued during such Settlement Period, plus any previously accrued Unused Program Fees not paid on a prior Settlement Date;

(3)    to the Administrator, an amount equal to the amount, if any, necessary to reduce the Senior Investor Balance to the Benchmark Amount (calculated after giving effect to any distribution to be made from the Cash Collateral Account on such day) and to reduce the Senior Investor Balance in accordance with Section 3.02(b) , which amount shall be distributed by the Administrator to the Purchaser for application to the Senior Investor Balance;

(4)    to the Servicer, an amount equal to the Servicer’s Fee for such preceding Due Period, plus any previously accrued and unpaid Servicer’s Fee for the payment of the accrued and unpaid Servicer’s Fees;

(5)    to the Reserve Account, to the extent necessary to cause funds on deposit therein to equal the Required Reserve Account Amount;

(6)    to the Cash Collateral Account, to the extent necessary to cause funds on deposit therein to equal (or, if Seller shall so direct, to exceed) the Required Cash Collateral Amount; and

(7)    to the Administrator, all other amounts then due under this Agreement to the Administrator, the Purchaser, the Affected Parties or the Indemnified Parties;

(8)    to, or at the direction of, Seller any remaining amounts.

(d)    Settlement Date Procedure - Liquidation Period . On each Settlement Date during the Liquidation Period, the Servicer shall transfer from the Collection Account all Available Funds, and shall apply such amount in the following order:

(1)    to the Administrator on behalf of the Purchaser, an amount equal to the (i) Earned Discount accrued during such Settlement Period, plus any previously accrued Earned Discount not paid on a prior Settlement Date, and (ii) Program Fees accrued during such Settlement Period, plus any previously accrued Program Fees and not paid on a prior Settlement Date;

(2)    to the Administrator on behalf of the Purchaser, an amount equal to the Unused Program Fees accrued during such Settlement Period, plus any previously accrued Unused Program Fees not paid on a prior Settlement Date;

(3)    to the Administrator, an amount equal to any remaining Purchaser’s Share of Collections until the Senior Investor Balance is reduced to zero, which amount shall be distributed by the Administrator to the Purchaser for application to the Senior Investor Balance;

(4)    to the Servicer, an amount equal to the Servicer’s Fee for such preceding Due Period, plus any previously accrued and unpaid Servicer’s Fee for the payment of the accrued and unpaid Servicer’s Fees;

(5)    to the Administrator, all other amounts then due under this Agreement to the Administrator, the Purchaser, the Affected Parties or the Indemnified Parties; and

(6)    to, or at the direction of, Seller any remaining amounts.

(e)    Non-Distribution of Servicer’s Fee . Unless the Administrator gives written notice to the contrary to Servicer (which notice may be given at any time), from and after the date on which the amounts (if any) set aside pursuant to Section 1.03 for any Settlement Period in respect of payments required to be made prior to the payment of the Servicer’s Fee on the related Settlement Date are sufficient to make such payments, the amounts (if any) set aside pursuant to Section 1.03 in respect of the Servicer’s Fee may be paid to Servicer, in which case no distribution shall be made in respect of Servicer’s Fee pursuant to clause (c) or (d) above.

(f)    Cap Agreements .

(i)    Prior to the Initial Funding Date, Seller shall obtain a Cap Agreement in substantially the form of Exhibit B . The Cap Agreement shall entitle the Seller to receive monthly the Cap Payment, if any, as set forth in the Cap Agreement. Payments received by Seller under the Cap Agreement shall be deposited in the Collection Account within two Business Days of such receipt (or, if earlier, on the related Settlement Date), except that any payments received under a Cap Agreement as a result of the early termination thereof may instead be applied by Seller to the acquisition of a Replacement Interest Rate Cap.

(ii)    The Administrator hereby appoints the Servicer to act as calculation agent under the Cap Agreements and the Servicer accepts such appointment.

SECTION 3.02    Deemed Collections; Reduction of Senior Investor Balance, Etc .

(a)    Deemed Collections . If on any day

(i)    any Pool Receivable is

(A)    reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, or any incorrect billing or other adjustment by Seller or any Affiliate of Seller,

(B)    reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against Seller or any Affiliate of Seller or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or

(C)    reduced on account of the obligation of Seller to pay to the related Obligor any rebate or refund; or

(ii)    any of the representations or warranties of Seller set forth in Section 6.01(j) were not true when made with respect to any Pool Receivable, or any of the representations or warranties of Seller set forth in Section 6.01(j) are no longer true with respect to any Pool Receivable,

(I) in the case of clause (i) above, in the amount of such reduction or cancellation; and

(II) in the case of clause (ii) above, in the outstanding amount of such Pool Receivable.

(b)    Seller’s Optional Reduction of Senior Investor Balance . Seller may at any time elect to reduce the Senior Investor Balance as follows:

(i)    Seller shall give the Administrator at least three Business Days’ prior written notice of such reduction (including the amount of such proposed reduction and the proposed date on which such reduction will commence),

(ii)    on the proposed date of commencement of such reduction and on each day thereafter, Servicer shall refrain from reinvesting Collections pursuant to Section 1.03 until the amount thereof not so reinvested shall equal the amount of such reduction, and

(iii)    Servicer shall hold such Collections in trust for Purchaser, pending payment to the Administrator, as provided in Section 3.01 ;

(A)    the amount of any such reduction shall be not less than $100,000 and the Senior Investor Balance after giving effect to such reduction shall be not less than $100,000 (unless such reduction reduces Senior Investor Balance to zero), and

(B)    Seller shall use reasonable efforts to attempt to choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Settlement Period to the extent possible.

SECTION 3.03    Payments and Computations, Etc .

(a)    Payments . All amounts to be paid or deposited by Seller or Servicer to the Administrator or any other Person hereunder (other than amounts payable under Section 4.02 ) shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (New York City time) on the day when due in lawful money of the United States of America in same day funds to the Administrator at the bank account listed on Schedule B , for credit to such account as the Administrator shall specify.

(b)    Method of Computation . All computations of interest, Earned Discount, any fees payable under Sections 4.01(a) and (b) and any other fees payable by Seller to Purchaser or the Administrator in connection with Purchases or the Asset Interest hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed.

SECTION 3.04    Treatment of Collections and Deemed Collections . Seller shall deliver to Servicer all Collections deemed received by Seller pursuant to Section 3.02(a) during any Due Period by no later than the second Business Day preceding the related Settlement Date, and Servicer shall deposit any deemed Collections to the Collection Account within two Business Days of receipt thereof. So long as Seller shall hold any Collections or deemed Collections required to be paid to Servicer or the Administrator, it shall hold such Collections in trust and shall clearly mark its records to reflect such trust; provided that Seller shall not be required to hold such Collections in a separate deposit account containing only such Collections.

SECTION 3.05    Collection Account . Seller shall establish an Eligible Account in the name of the Seller, which is designated as the “ Collection Account ”. The Collection Account shall be maintained at the Transaction Account Bank subject to the terms of the Account Control Agreement and Section 3.08 .

SECTION 3.06    Reserve Account .

(a)    Seller shall establish an Eligible Account in the name of the Seller until the Senior Investor Balance is reduced to zero, which is designated as the “ Reserve Account ”. The Reserve Account shall be maintained at the Transaction Account Bank subject to the terms of the Account Control Agreement and Section 3.08 .

(b)    If on any Settlement Date a Shortfall shall exist, the Administrator shall withdraw from the Reserve Account an amount equal to the lesser of such Shortfall or the amount on deposit in the Reserve Account, and apply such funds in the same manner as Collections pursuant to Section 3.01(c) or 3.01(d) , as applicable.

(c)    If on any Settlement Date or on the Final Payout Date, as applicable, after giving effect to all other withdrawals from and payments to the Reserve Account, the funds on deposit in the Reserve Account (exclusive of earnings on the investment of such funds) shall exceed the Required Reserve Account Amount, the Servicer (with prior written notice to the Administrator) shall withdraw such excess and pay such excess to, or at the direction of, Seller.

SECTION 3.07    Cash Collateral Account .

(a)    Seller shall establish an Eligible Account in the name of the Seller until the Senior Investor Balance is reduced to zero, which is designated as the “ Cash Collateral Account ”. The Cash Collateral Account shall be maintained at the Transaction Account Bank subject to the terms of the Account Control Agreement and Section 3.08 .

(b)    If on any Settlement Date a Shortfall shall remain after giving effect to any application of funds from the Reserve Account pursuant to Section 3.06 , the Administrator shall withdraw from the Cash Collateral Account an amount equal to the lesser of such Shortfall or the amount on deposit in the Cash Collateral Account, and apply such funds in the same manner as Collections pursuant to Section 3.01(c) or 3.01(d) , as applicable.

(c)    If on any Settlement Date or on the Final Payout Date, as applicable, after giving effect to all other withdrawals from and payable to the Collection Account, the funds on deposit in the Cash Collateral Account (exclusive of earnings on the investment of such funds) shall exceed the Required Cash Collateral Amounts and Seller shall request Servicer to do so, the Servicer (with prior written notice to the Administrator) shall withdraw such excess and pay such excess to, or at the direction of, Seller.

SECTION 3.08    Accounts Generally .

(a)    Funds on deposit in each Transaction Account shall be invested by the Transaction Account Bank in Permitted Investments at the direction of Seller. Such investments made at any time will mature so that funds will be available for withdrawal no later than the following Settlement Date. All earnings on such investment during any such Settlement Period shall be deemed to be Available Funds on the related Settlement Date.

(b)    If any Transaction Account shall cease to be an Eligible Account, the Administrator, until the Senior Investor Balance has been reduced to zero, shall, as necessary, cause each such account to be moved to an institution at which it shall be an Eligible Account.

(c)    The Administrator shall have exclusive control of the Transaction Accounts. To the extent that a Transaction Account constitutes a “securities account” as defined in Section 8-501(a) of the UCC, the Transaction Account Bank shall act as securities intermediary and will treat the Administrator as entitled to exercise the rights that comprise such property, including all security entitlements, securities, financial assets, investment property and instruments (each as defined in the UCC) attributable to such Transaction Account. In the event that a Transaction Account is not considered to be a “securities account” under applicable law, such Transaction Account shall be deemed to be a “deposit account” (as defined in the UCC) to the extent a security interest can be granted and perfected under the UCC in such Transaction Account as a deposit account, and the Transaction Account Bank shall maintain such account not as a securities intermediary but as a “bank” (as defined in the UCC). The Administrator shall be deemed to be the customer of the Transaction Account Bank for purposes of such Transaction Account and as such shall be entitled to all rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, such Transaction Account (which rights shall be exercised in accordance with the terms of this Agreement). Unless a Replacement Event shall take place and be continuing, the Administrator shall instruct the Transaction Account Bank to allow Servicer access to funds in the Transaction Accounts in order to effect the application of funds described in (and subject to the terms of) this Agreement and the other Transaction Documents.

SECTION 4.01    Fees .

(a)    Structuring Fee . Seller shall pay to the Administrator a structuring fee (“ Structuring Fee ”) payable on such dates and in such amounts as are set forth in the letter dated the date hereof from the Administrator to Seller (the “ Structuring Fee Letter ”).

(b)    Other Fees . Seller shall pay to the Administrator, for the account of the Purchaser, certain ongoing fees payable on such dates and in such amounts as are set forth in the letter dated the date hereof from the Administrator to Seller (the “ Program Fee Letter ”).

SECTION 4.02    Yield Protection .

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

(A)    shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Federal Reserve Board, but excluding any reserve included in the determination of Earned Discount), special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of any Affected Party, or credit extended by any Affected Party;

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

(C)    shall impose any other condition affecting any Asset Interest owned or funded in whole or in part by any Affected Party, or its obligations or rights, if any, to make Purchases or Reinvestments or to provide funding therefor; or

(D)    shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses, deposit insurance premiums or similar charges;

(x)   to increase the cost to (or in the case of Regulation D referred to above, to impose a cost on) an Affected Party funding or making or maintaining any Purchases or Reinvestments, any purchases, reinvestments, or loans or other extensions of credit under the Liquidity Agreement, or any commitment of such Affected Party with respect to any of the foregoing,

(y)   to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, or under the Liquidity Agreement with respect thereto, or

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

(b)    Each Affected Party will promptly notify Seller and the Administrator of any event of which it has knowledge which will entitle such Affected Party to compensation pursuant to this Section 4.02 ; provided , however , no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation.

(c)    In determining any amount provided for or referred to in this Section 4.02 , an Affected Party may use any reasonable averaging and attribution methods that it (in its sole discretion) shall deem applicable. Any Affected Party when making a claim under this Section 4.02 shall submit to Seller a statement as to such increased cost or reduced return (including calculation thereof in reasonable detail), which statement shall, in the absence of demonstrable error, be conclusive and binding upon Seller.

(d)    Purchaser agrees that it shall use its reasonable best efforts to take any action that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in paragraph (a) ; provided that Purchaser shall not be obligated to take any actions that would, in the reasonable opinion of Purchaser, be disadvantageous to Purchaser.

(e)    Subject to Section 4.02(g) , any and all payments made under this Agreement shall be made free and clear of, and without deduction for, any and all present or future Taxes. If any amount of Taxes shall be required by law to be deducted from or in respect of any sum payable hereunder to any Foreign assignee or participant of Purchaser, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.02(e) ), such Foreign assignee or participant of Purchaser, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Seller shall make such deductions and (iii) Seller shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

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

(g)    For any period with respect to which a Foreign assignee or participant of Purchaser has failed to provide the Seller with the appropriate form described in Section 4.02(f) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided), such Foreign assignee or participant of Purchaser shall not be entitled to payments of additional amounts under Section 4.02(e) .

SECTION 4.03    Funding Losses . In the event that the Purchaser or any Liquidity Bank shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Purchaser or such Liquidity Bank to make any Purchase or Liquidity Funding or maintain any Purchase or Liquidity Funding) as a result of (i) any settlement with respect to any portion of the Senior Investor Balance being made on any day other than a Settlement Date, or (ii) any Purchase not being made in accordance with a request therefore under Section 1.02 (other than by reason of (a) a default by the Purchaser or such Liquidity Bank, (b) Purchaser’s failure to make available to the Administrator the required funds as set forth in Section 1.02(b) or (c) the Administrator’s failure to make available the required funds to Seller as set forth in Section 1.02(b) ), then, upon written notice from the Administrator to Seller and Servicer, Seller shall pay to Servicer, and Servicer shall pay to the Administrator for the account of the Purchaser or such Liquidity Bank, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding upon the Seller and Servicer.

SECTION 5.01    Conditions Precedent to Initial Purchase . The initial Purchase hereunder is subject to the satisfaction of the conditions specified under this Section 5.01 on or before the Initial Funding Date (any or all of which may be waived by the Administrator in its sole discretion).

(a)    The Administrator shall have received the following, each (unless otherwise indicated) dated such date and in form and substance satisfactory to the Administrator:

(i)    Certified copies of resolutions of the Board of Directors, Managers or members, as applicable, of each of the Seller, the Transferor, the Originators and the Servicer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party;

(ii)    Certified copy of the organizational documents and governing instruments, as applicable, of each of the Seller, the Transferor, the Originators and the Servicer;

(iii)    Good standing certificates for each of the Seller, the Transferor, the Originators and the Servicer issued as of a recent date acceptable to the Administrator by the Secretary of State of the jurisdiction where the Seller, the Transferor, each Originator and the Servicer, respectively, is organized;

(iv)    A certificate of the Secretary or an Assistant Secretary of each of the Seller, the Transferor, the Originators and the Servicer certifying the names of its officer or officers authorized to sign this Agreement and other Transaction Documents to which it is a party;

(v)    Such proper financing statements (Form UCC-1), to be filed against each of the Seller, the Transferor and the Originators as may be necessary or, in the opinion of the Administrator, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect Purchaser’s interests in the Pool Assets;

(vi)    A search report provided in writing to the Administrator, listing all effective financing statements that name any of the Originators, the Transferor or the Seller as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (e) above and in such other jurisdictions that Administrator shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Assets);

(vii)    Favorable opinions of counsel to the Seller, the Transferor, the Originators and the Servicer, in form and substance reasonably satisfactory to the Administrator;

(viii)    A written agreement between Servicer and the Administrator as to the form and required content of the Information Package, and a pro   forma Information Package, prepared in respect of the proposed initial Purchase, as of a date no more than 3 Business Days prior to the Initial Funding Date; and

(ix)    Fully executed copies of the Fee Letter, the First Tier Agreement, the Second Tier Agreement, the Account Control Agreement, the FSC Guaranty and the Cap Agreement, each of which agreements shall be in form and substance reasonably satisfactory to the Administrator;

(b)    each of the Transaction Accounts shall have been established; and

(c)    the Stock Purchase Agreement shall have been executed and delivered by the parties thereto in a form substantially similar to the form disclosed to the Administrator prior to the date hereof (or with such changes as could not reasonably be expected to have a Material Adverse Effect), a copy of such Stock Purchase Agreement shall have been delivered to the Administrator, and each Originator shall have become a direct or an indirect subsidiary of Charming Shoppes Inc. as contemplated thereby.

SECTION 5.02    Conditions Precedent to All Purchases and Reinvestments . Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment shall be deemed to have certified that):

(a)    the representations and warranties contained in Sections 6.01 and 6.02 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except to the extent they explicitly refer to an earlier date),

(b)    no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event,

(c)    after giving effect to each proposed Purchase or Reinvestment, the Senior Investor Balance will not exceed the lesser of the Facility Limit and the Benchmark Amount, and

(d)    the Termination Date shall not have occurred,

SECTION 6.01    Representations and Warranties of Seller . As of the Closing Date, the Initial Funding Date and each other date specified in Section 5.02 , Seller represents and warrants as follows:

(a)    Organization and Good Standing . Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Pool Receivables.

(b)    Due Qualification . Seller is duly qualified to do business and is in good standing (or is exempt from such requirement), and has obtained all necessary licenses and approvals, in all jurisdictions in which the failure to so qualify or obtain such licenses or approvals would have a Material Adverse Effect.

(c)    Power and Authority; Due Authorization . Seller (i) has all necessary power, authority and legal right to (A) execute and deliver the Transaction Documents to which it is a party, (B) carry out the terms of the Transaction Documents to which it is a party, and (C) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of the Transaction Documents to which it is a party and the sale and assignment of the Asset Interest on the terms and conditions herein provided.

(d)    Enforceability . This Agreement constitutes, and each other Transaction Document to be executed by Seller when duly executed and delivered will constitute, a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity,