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Assignment And Assumption Agreement - CHARMING SHOPPES INC - 3-27-2012 - DOC

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					                                                                                               EXHIBIT 10.1.11


          ASSIGNMENT AND ASSUMPTION AGREEMENT, CONSENT AND RELEASE

This Assignment and Assumption Agreement, Consent and Release (this “Assignment”) is made as of December
31, 2011 (the “Effective Date”) by and among SIERRA NEVADA FACTORING, INC., a Nevada corporation
(“Sierra Nevada”), LANE BRYANT, INC., a Delaware corporation (“Lane Bryant”), OUTLET DIVISION
MANAGEMENT CO., INC., a Delaware corporation (“Outlet”) and PETITE SOPHISTICATE, INC., a
Delaware corporation ("Petite”) and WORLD FINANCIAL NETWORK BANK, as successor by conversion
to WORLD FINANCIAL NETWORK NATIONAL BANK ("Bank").

                                                WITNESSETH

WHEREAS, Sierra Nevada, Lane Bryant, Outlet, Petite and Bank are parties to a Private Label Credit Card
Plan Agreement dated August 12, 2009 (as amended, the “Agreement”) pursuant to which Bank operates a
Private Label Credit Card Plan for Lane Bryant and Petite;

WHEREAS, Sierra Nevada now desires to assign to Lane Bryant all of Sierra Nevada's right, title, interest, and
privilege in and to the Agreement, and Lane Bryant desires to accept such assignment and assume Sierra
Nevada's obligations under the Agreement; and

WHEREAS, Petite desires to assign to Outlet all of Petite's right, title, interest, and privilege in and to the
Agreement, and Outlet desires to accept such assignment and assume Petite's obligations under the Agreement;
and

WHEREAS, Bank is willing to consent to such assignment and assumption as described above and agree that
Sierra Nevada and Petite are released from all liabilities and obligations relating to the Agreement and the Plan;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound,
Sierra Nevada, Lane Bryant, Outlet, Petite and Bank hereby covenant and agree as follows:

1.      Assignment by Sierra Nevada . Sierra Nevada hereby assigns, conveys and transfers to Lane Bryant all of
Sierra Nevada's right, title, interest and privilege in, to and under the Agreement.

2.      Assignment by Petite . Petite hereby assigns, conveys and transfers to Outlet all of Petite's right, title,
interest and privilege in, to and under the Agreement.

3.      Assumption by Lane Bryant . Lane Bryant, for the benefit of Sierra Nevada and Bank, hereby accepts the
assignment, conveyance and transfer of Sierra Nevada's right, title, interest and privilege in and to the Agreement
and assumes and agrees to perform, fulfill and observe all of the covenants, agreements, warranties, obligations
and liabilities of Sierra Nevada under the Agreement and the Plan.

4 .      Assumption by Outlet . Outlet, for the benefit of Petite and Bank, hereby accepts the assignment,
conveyance and transfer of Petite's right, title, interest and privilege in and to the Agreement and assumes and
agrees to perform, fulfill and observe all of the covenants, agreements, warranties, obligations and liabilities of
Petite under the Agreement and the Plan.


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5.      Consent and Release by Bank . Bank hereby consents to the foregoing assignment and assumption of the
Agreement and agrees that Sierra Nevada and Petite are released of all liabilities and obligations under the
Agreement and the Plan which arise on or after the Effective Date.

IN WITNESS WHEREOF, the parties hereto have duly executed the Assignment as of the day and year first
above written.



                                                      SIERRA NEVADA FACTORING, INC.
                                                        
                                                        
                                                      By: _______________________________
                                                        
                                                        
                                                      LANE BRYANT, INC.
                                                        
                                                        
                                                      By: _______________________________
                                                        
                                                        
                                                      OUTLET DIVISION MANAGEMENT CO., INC.
                                                        
                                                        
                                                      By: _______________________________
                                                        
                                                        
                                                      PETITE SOPHISTICATE, INC.
                                                        
                                                        
                                                      By: _______________________________
                                                        
                                                        
                                                      WORLD FINANCIAL NETWORK
                                                      BANK
                                                        
                                                        
                                                      By: _______________________________



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