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2003

Transfer and Servicing Agreement

Transfer and Servicing Agreement (245K)

Doc #113082: Click preview link for longer preview.

TRANSFER AND SERVICING AGREEMENT

This Transfer and Servicing Agreement, dated as of April 1, 2002, is
between Nordstrom Credit Card Receivables LLC, a Delaware limited liability
company, as Transferor (the "Transferor"), Nordstrom fsb, as Servicer (the
"Servicer"), Nordstrom Credit Card Master Note Trust, a Delaware business trust,
as Issuer (the "Issuer") and Wells Fargo Bank Minnesota, National Association, a
national banking association, as Indenture Trustee (the "Indenture Trustee").

In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties, the Noteholders and any
Series Enhancer (as such capitalized terms are defined below) to the extent
provided herein, in the Master Indenture and in any Indenture Supplement:

ARTICLE One

DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.

"Account" means each (i) Initial Account, (ii) Additional Account (but
only from and after the Addition Date with respect thereto), (iii) Related
Account and (iv) Transferred Account, but shall exclude any Account all the
Receivables in which are either: (a) after the Removal Date, Removed Accounts or
Removed Participation Interests, (b) Ineligible Receivables reassigned to the
Transferor pursuant to Section 2.05 or (c) Servicer Repurchase Receivables
assigned and transferred to the Servicer pursuant to Section 3.03.

"Account Originator" means Nordstrom fsb or, upon satisfaction of the
Rating Agency Condition, any other entity which is the issuer of the credit card
relating to an Account pursuant to a Credit Card Agreement.

"Account Owner" means the Account Originator relating to an Account or
any Person who has acquired such Account and has sold the related Receivables to
the Transferor pursuant to a Receivables Purchase Agreement.

"Addition" means the designation of (i) additional Eligible Accounts to
be included as Accounts or (ii) Participation Interests to be included as Trust
Assets, in each case pursuant to Section 2.09(a) or (b).

"Addition Cut-Off Date" means, with respect to any Additional Accounts
or Participation Interests to be included in the Trust, the date on which such
Additional Accounts are designated for inclusion in the Trust.

"Addition Date" means, with respect to (i) Additional Accounts, the
date on which the Receivables in such Additional Accounts are conveyed to the
Trust and (ii) Participation

{PAGE}

Interests, the date from and after which such Participation Interests are to be
included as Trust Assets, in each case pursuant to Section 2.09(a) or (b).

"Additional Account" means each VISA(R) or other retail consumer
revolving credit card account established pursuant to a Credit Card Agreement,
and designated pursuant to Section 2.09(a) or (b) to be included as an Account.

"Additional Transferors" means Affiliates of the Transferor designated
by the Transferor to be included as Transferors pursuant to Section 2.09(d).

"Adverse Effect" means, with respect to any action, that such action
will (i) result in the occurrence of a Redemption Event or an Event of Default
or (ii) materially and adversely affect the amount or timing of distributions to
be made to the Noteholders of any Series or Class pursuant to this Agreement,
the Master Indenture or the related Indenture Supplement.

"Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" means the power to direct
the management and policies of a Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" means this Transfer and Servicing Agreement, as the same
may be amended, supplemented or otherwise modified from time to time.

"Appointment Date" means the day on which an Insolvency Event occurs
with respect to the Transferor.

"Assignment" means an Assignment of Receivables in Additional Accounts,
in substantially the form of Exhibit A.

"Authorized Newspaper" means any major newspaper or newspapers of
general circulation in the Borough of Manhattan, The City of New York, printed
in the English language (and, with respect to any Series or Class, if and so
long as the Notes of such Series are (i) listed on the Luxembourg Stock Exchange
and such Exchange shall so require, in Luxembourg, printed in any language
satisfying the requirements of such Exchange or (ii) Bearer Notes, in such place
as may be specified in the applicable Indenture Supplement) and customarily
published on each business day at such place, whether or not published on
Saturdays, Sundays or holidays.

"Bearer Notes" has the meaning set forth in the Master Indenture.

"Business Day" means any day other than (i) a Saturday or Sunday or
(ii) any other day on which national banking associations or state banking
institutions in Arizona, Colorado, Minnesota, New York, Delaware or any other
state in which the principal executive offices of Nordstrom fsb, the Owner
Trustee, the Indenture Trustee or other Account Owner, as the case may be, are
located, are authorized or obligated by law, executive order or governmental
decree to be closed or (iii) for purposes of any particular Series, any other
day specified in the related Indenture Supplement.

113082

McGraw-Hill Companies;

Nordstrom;

Wells Fargo Bank

Wells Fargo Bank Minnesota, NA (

Financial )

As referenced in this Transfer and Servicing Agreement:

WELLS FARGO BANK MINNESOTA, – {DOCUMENT} {TYPE}EX-10.44 {SEQUENCE}9 {PAGE} Exhibit 10.44 NORDSTROM CREDIT CARD RECEIVABLES LLC, Transferor, NORDSTROM fsb, Servicer, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, Indenture Trustee, and NORDSTROM CREDIT CARD MASTER NOTE TRUST, Issuer ------------------------------------------------------------ TRANSFER AND SERVICING AGREEMENT Dated as of April 1, 2002 ------------------------------------------------------------ {
_____________

Wells Fargo Bank Minnesota, – the "Transferor"), Nordstrom fsb, as Servicer (the "Servicer"), Nordstrom Credit Card Master Note Trust, a Delaware business trust, as Issuer (the "Issuer") and Wells Fargo Bank Minnesota, National Association, a national banking association, as Indenture Trustee (the "Indenture Trustee"). In consideration of the mutual agreements herein contained, each party
_____________

Wells Fargo Bank Minnesota, – meaning set forth in Section 2.01. "Indenture Supplement" has the meaning set forth in the Master Indenture. 8 {PAGE} "Indenture Trustee" means Wells Fargo Bank Minnesota, National Association, and its successors, in its capacity as trustee under the Master Indenture, its successors in interest and any successor indenture
_____________

Wells Fargo Bank Minnesota, – to time, as in effect in the applicable jurisdiction. "United States" has the meaning set forth in the Master Indenture "Wells Fargo" means Wells Fargo Bank Minnesota, National Association, and its successors. 14 {PAGE} Section 1.02. Other Definitional Provisions. (a) With respect to any Series, all terms used
_____________

Wells Fargo Bank Minnesota, – Owner Trustee, Rodney Square North, 1100 N. Market St., Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration (facsimile no. (302) 636-4140), (iv) Wells Fargo Bank Minnesota, National Association, 625 Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479, Attention: Corporate Trust, Asset Backed Securities (facsimile no. (617) 667-3464), (
_____________

dt 102912

;

Wilmington Trust

Wilmington Trust Co. (

Financial )

As referenced in this Transfer and Servicing Agreement:

Wilmington Trust Co – to each Account for overlimit fees or similar terms if such fees are provided for with respect to such Account. "Owner Trustee" means Wilmington Trust Co mpany, not in its individual capacity, but solely as owner trustee under the Trust Agreement, its successors in interest and any successor owner
_____________

WILMINGTON TRUST CO – fsb, as Servicer By: /s/ Denny D. Dumler ---------------------------------- Name: Denny D. Dumler Title: President NORDSTROM CREDIT CARD MASTER NOTE TRUST, as Issuer By: WILMINGTON TRUST CO MPANY, not in its individual capacity but solely as Owner Trustee By: /s/ James P. Lawler ---------------------------------- Name: James P. Lawler Title: Vice President
_____________

Wilmington Trust Co – ACCORDANCE WITH SUCH LAWS. 9. Limitation of Liability. Notwithstanding any other provision herein or elsewhere, this Assignment has been executed and delivered by Wilmington Trust Co mpany, not in its individual capacity, but solely in its capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust
_____________

Wilmington Trust Co – Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust Co mpany in its individual capacity have any liability in respect of the representations, warranties or obligations of the Trust hereunder or under any
_____________

WILMINGTON TRUST CO – RECEIVABLES LLC, as Transferor By: ----------------------------------- Name: Title: NORDSTROM fsb, as Servicer By: ----------------------------------- Name: Title: NORDSTROM CREDIT CARD MASTER NOTE TRUST, as Issuer By: WILMINGTON TRUST CO MPANY, not in its individual capacity but solely as Owner Trustee By: ----------------------------------- Name: Title: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee
_____________

dt 99512

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2002

Pooling and Servicing Agreement [Amended and Restated No. 2]

Pooling and Servicing Agreement [Amended and Restated No. 2] (222K)

Doc #125152: Click preview link for longer preview.

SECOND AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT

Dated as of November 25, 1997

(as amended on July 22, 1999 and on May 8, 2001)
________________________

$100,000,000

CHARMING SHOPPES MASTER TRUST

SERIES 2002-1
________________________________________________________________________________

{PAGE}

SECTION 1. Designation.....................................................1

SECTION 2. Definitions.....................................................1

SECTION 3. Servicing Compensation.........................................24

SECTION 4. Reassignment and Transfer Terms................................26

SECTION 5. Delivery and Payment for the Series 2002-1 Certificates........26

SECTION 6. Depository; Form of Delivery of Series 2002-1 Certificates.....26

SECTION 7. Article IV of Agreement........................................27

SECTION 8. Article V of the Agreement.....................................48

SECTION 9. Series 2002-1 Early Amortization Events........................52

SECTION 10. Series 2002-1 Termination......................................54

SECTION 11. Limitations on Addition of Accounts............................55

SECTION 12. Ratification of Agreement......................................55

SECTION 13. Counterparts...................................................55

SECTION 14. Governing Law..................................................55

SECTION 15. No Petition....................................................55

SECTION 16. Forms of Series 2002-1 Certificates............................55

SECTION 17. Transfer Restrictions..........................................56

SECTION 18. Certain Amendments.............................................64

SECTION 19. Commercial Law Representations and Warranties of the Seller....64

{PAGE}

EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B 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
EXHIBIT G-2 Form of Restricted Book-Entry Certificate to Regulation S Book-Entry
Certificate Transfer Certificate

{PAGE}

This SERIES 2002-1 SUPPLEMENT, dated as of November 20, 2002 (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 WACHOVIA BANK, NATIONAL
ASSOCIATION (f/k/a First Union National Bank), as Trustee (the "Trustee") under
the Second Amended and Restated Pooling and Servicing Agreement dated as of
November 25, 1997 among the Seller, the Servicer and the Trustee, as amended on
July 22, 1999 and May 8, 2001 (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 four classes pursuant to the Agreement and this Series Supplement and to be
known together as the Series 2002-1 Certificates. The four classes shall be
designated the Class A Asset Backed Certificates, Series 2002-1 (the "Class A
Certificates"), the Class B Asset Backed Certificates, Series 2002-1 (the "Class
B Certificates"), the Class C Asset Backed Certificates, Series 2002-1 (the
"Class C Certificates") and the Class D Asset Backed Certificates, Series 2002-1
(the "Class D Certificates"). The Class D Floating Rate Asset Backed
Certificates shall include two subclasses designated as the Class D-1 Floating
Rate Asset Backed Certificates, Series 2002-1 (the "Class D-1 Certificates") and
the Class D-2 Floating Rate Asset Backed Certificates, Series 2002-1 (the "Class
D-2 Certificates").

(b) Series 2002-1 shall be included in Group One. Series 2002-1 shall not
be subordinated to any other Series. Series 2002-1 shall be a Paired Series with
respect to Series 1997-1.

(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 2002-1 Certificates and no other Series of Certificates or Receivables
Purchase Series issued by the Trust.

125152

Charming Shoppes;

Citibank;

Cede;

Citibank;

DTC;

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2003

Transfer and Servicing Agreement

McGraw-Hill Companies;

Nordstrom;

Wells Fargo Bank

Wells Fargo Bank Minnesota, NA (

Financial )

As referenced in this Transfer and Servicing Agreement:

WELLS FARGO BANK MINNESOTA, NA – EX-10.44 9 v89013exv10w44.txt EXHIBIT 10.44 Exhibit 10.44 NORDSTROM CREDIT CARD RECEIVABLES LLC, Transferor, NORDSTROM fsb, Servicer, WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, Indenture Trustee, and NORDSTROM CREDIT CARD MASTER NOTE TRUST, Issuer ------------------------------------------------------------ TRANSFER AND SERVICING AGREEMENT Dated as of April 1, 2002 ------------------------------------------------------------ TABLE OF CONTENTS

Wells Fargo Bank Minnesota, Na – a Delaware limited liability company, as Transferor (the "Transferor"), Nordstrom fsb, as Servicer (the "Servicer"), Nordstrom Credit Card Master Note Trust, a Delaware business trust, as Issuer (the "Issuer") and Wells Fargo Bank Minnesota, Na tional Association, a national banking association, as Indenture Trustee (the "Indenture Trustee"). In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the
_____________

Wells Fargo Bank Minnesota, Na – time to time. "Indenture Collateral" has the meaning set forth in Section 2.01. "Indenture Supplement" has the meaning set forth in the Master Indenture. 8 "Indenture Trustee" means Wells Fargo Bank Minnesota, Na tional Association, and its successors, in its capacity as trustee under the Master Indenture, its successors in interest and any successor indenture trustee under the Master Indenture. "Ineligible Receivables" has
_____________

Wells Fargo Bank Minnesota, Na – Uniform Commercial Code, as amended from time to time, as in effect in the applicable jurisdiction. "United States" has the meaning set forth in the Master Indenture "Wells Fargo" means Wells Fargo Bank Minnesota, Na tional Association, and its successors. 14 Section 1.02. Other Definitional Provisions. (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have
_____________

Wells Fargo Bank Minnesota, Na – the Trust or the Owner Trustee, to Owner Trustee, Rodney Square North, 1100 N. Market St., Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration (facsimile no. (302) 636-4140), (iv) Wells Fargo Bank Minnesota, Na tional Association, 625 Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479, Attention: Corporate Trust, Asset Backed Securities (facsimile no. (617) 667-3464), (v) in the case of the Rating Agency
_____________

dt 1863384

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2001

Pooling and Servicing Agreement

Citibank;

Citicorp;

Citicorp USA

Citicorp USA, Inc.

As referenced in this Pooling and Servicing Agreement:

Citicorp USA, Inc – Series, the date of issuance of such Series of Certificates, as specified in the related Supplement. "Code" means the Internal Revenue Code of 1986, as amended. "Collateral Agent" shall mean Citicorp USA, Inc ., as Collateral Agent under the Intercreditor Agreement. "Collection" shall mean any payment by or on behalf of Obligors received by the Originator, Transferor, Servicer or Trustee in respect of
_____________

Citicorp USA, Inc – Retailers (TX) LP, Stage Stores, Inc., the banks, financial institutions and other institutional lenders from time to time party thereto as the Initial Lenders, Issuing Bank and Swing Line Bank, Citicorp USA, Inc . as Collateral Agent, Citicorp USA, Inc., as Administrative Agent and Salomon Smith Barney Inc. as arranger and book manager. "Cycle" shall mean each billing cycle for each Fiscal Period
_____________

Citicorp USA, Inc – the banks, financial institutions and other institutional lenders from time to time party thereto as the Initial Lenders, Issuing Bank and Swing Line Bank, Citicorp USA, Inc. as Collateral Agent, Citicorp USA, Inc ., as Administrative Agent and Salomon Smith Barney Inc. as arranger and book manager. "Cycle" shall mean each billing cycle for each Fiscal Period for an Account, as determined by
_____________

Citicorp USA, Inc – Program Agent, Stage Receivable Funding LP, as Transferor, Specialty Retailers (TX) LP, as Borrower and Servicer, Granite National Bank, N.A., Stage Stores, Inc., Bankers Trust Company, as Trustee and Citicorp USA, Inc ., as Bank Agent, as the same may be amended, restated, supplemented or otherwise modified. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended from time
_____________

Citicorp USA, Inc – Trustee by the Servicer, as such list may from time to time be amended. "Shared Concentration Account" shall mean Citibank, N.A. account No. 30474928 held in the name of Citicorp USA, Inc ., as Collateral Agent jointly for the benefit of (i) the Administrative Agent for the benefit of the Lender Parties (as such term is defined in the Credit Agreement), and (
_____________

dt 1368324

;

Stage Stores

Stage Stores, Inc. (

Apparel )

As referenced in this Pooling and Servicing Agreement:

Stage Stores, Inc – such policies and procedures may be amended from time to time. "Credit Agreement" shall mean that certain Credit Agreement dated as of August 24, 2001 among Specialty Retailers (TX) LP, Stage Stores, Inc ., the banks, financial institutions and other institutional lenders from time to time party thereto as the Initial Lenders, Issuing Bank and Swing Line Bank, Citicorp USA, Inc. as Collateral
_____________

Stage Stores, Inc – August 24, 2001 among Citicorp North America, Inc., as Program Agent, Stage Receivable Funding LP, as Transferor, Specialty Retailers (TX) LP, as Borrower and Servicer, Granite National Bank, N.A., Stage Stores, Inc ., Bankers Trust Company, as Trustee and Citicorp USA, Inc., as Bank Agent, as the same may be amended, restated, supplemented or otherwise modified. "Investment Company Act" shall mean the
_____________

Stage Stores, Inc – the Amended and Restated Receivables Transfer Agreement, dated as of August 24, 2001, between SRLP and the Originator, as amended or otherwise modified from time to time. "Parent" shall mean Stage Stores, Inc , a Nevada corporation. "Paying Agent" shall mean any paying agent appointed pursuant to Section 6.6 and shall initially be the Trustee. "Permitted Investments" shall mean, unless otherwise provided
_____________

Stage Stores, Inc – joint-stock company, trust, unincorporated organization, limited liability company, governmental entity or other entity of similar nature. "Plan of Reorganization" shall mean that certain Third Amended Plan of Reorganization of Stage Stores, Inc ., Specialty Retailers, Inc. and Specialty Retailers, Inc. (NV) as Modified, confirmed by order of the Bankruptcy Court on August 8, 2001. "Pool Factor", as such term is used in
_____________

Stage Stores, Inc – If any one of the following events (each, a "Trust Early Amortization Event") shall occur: the Transferor, the Originator, the Servicer (if an Affiliate of the Originator) the Trust or Stage Stores, Inc . 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
_____________

dt 1324433

;

Chase Manhattan;

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2001

Pooling and Servicing Agreement

Citibank;

Citicorp;

Citicorp USA;

Stage Stores;

ISDA;

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$33

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2004

Pooling and Servicing Agreement

Charming Shoppes

$44

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2004

Servicing Agreement

Charming Shoppes;

Barclays Bank;

Wachovia Bank

Wachovia Bank, NA (

Financial )

As referenced in this Servicing Agreement:

WACHOVIA BANK, NA – gt;EX-10 <SEQUENCE>5 <FILENAME>exh10118.txt <TEXT> EXHIBIT 10.1.18 CHARMING SHOPPES RECEIVABLES CORP. Seller SPIRIT OF AMERICA, INC. Servicer and WACHOVIA BANK, NA TIONAL ASSOCIATION Trustee on behalf of the Series 2004-VFC Certificateholders ---------------------------------- SERIES 2004-VFC SUPPLEMENT Dated as of January 21, 2004 to SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
_____________

WACHOVIA BANK, NA – as of January 21, 2004 (this "Supplement"), by and among CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation, as Seller (the "Seller"), SPIRIT OF AMERICA, INC., as Servicer (the "Servicer"), and WACHOVIA BANK, NA TIONAL ASSOCIATION, as Trustee (the "Trustee") under the Second Amended and Restated Pooling and Servicing Agreement dated as of November 25, 1997 and amended as of July 22, 1999 and
_____________

WACHOVIA BANK, NA – 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: --------------------------------------------- WACHOVIA BANK, NA TIONAL ASSOCIATION, not in its individual capacity but solely as the Trustee for CHARMING SHOPPES MASTER TRUST By: ------------------------------------------------ Name: ---------------------------------------------- Title: --------------------------------------------- 37 <PAGE> EXHIBIT A-1 FORM OF CLASS
_____________

Wachovia Bank, Na – amended or otherwise modified from time to time, the "Series 2004-VFC Supplement"), each by and among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, Na tional Association, as Trustee (the "Trustee"). To the extent not defined 38 <PAGE> herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement
_____________

WACHOVIA BANK, NA – to: By: ----------------------------------------- Assistant Secretary Date: January 21, 2004 40 <PAGE> CERTIFICATE OF AUTHENTICATION This is one of the Class A Certificates referred to in the within-mentioned Agreement. WACHOVIA BANK, NA TIONAL ASSOCIATION Trustee By: ------------------------------------------- Authorized Officer CLASS A INCREMENTAL FUNDINGS AND REPAYMENTS Class A Incremental Principal Outstanding Maximum Class A Funded Amount Amount Repaid Principal Balance Funded Amount -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 41 <
_____________

dt 1718230

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2001

Servicing Agreement

Charming Shoppes

$79

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2002

Transfer and Servicing Agreement

Nordstrom Credit;

Nordstrom

Nordstrom, Inc. (

Apparel )

As referenced in this Transfer and Servicing Agreement:

Nordstrom Inc – 10, (b) reassigned to the Transferor pursuant to Section 2.05 or (c) assigned and transferred to the Servicer pursuant to Section 3.03. "Account Originator" means Nordstrom fsb or Nordstrom Inc ., or, upon satisfaction of the Rating Agency Condition, any other entity which is the issuer of the credit card relating to an Account pursuant to a Credit Card Agreement. "
_____________

Nordstrom Inc – computer files as having been declared bankrupt; (h) is a private label revolving credit card account or business charge account that may be used to purchase goods and services in Nordstrom Inc . and its retail subsidiaries' stores, catalogs and internet sites and for cash advances at automatic teller machines; (i) was created in accordance with the Credit Card Guidelines of the
_____________

Nordstrom Inc – in the Trust, (C) are Starter Accounts to be more than 3% of the total amount of the Receivables in the Trust and (D) have Obligors that are employees of Nordstrom Inc . or any of its affiliates to be more than 5% of the total amount Receivables in the Trust; and (l) which constitutes an "account" under and as defined in
_____________

Nordstrom Inc – Receivables in the Trust, (C) are Starter Accounts is less than 3% of the total amount of the Receivables in the Trust and (D) have Obligors that are employees of Nordstrom Inc . or any of its affiliates is less 5% of the total amount Receivables in the Trust; . (b) Notice of Breach. The representations and warranties set forth in Section 2.
_____________

Nordstrom, Inc – requirement) setting forth, as of the last day of the related Monthly Period, the number of Accounts which were Starter Accounts, business charge accounts, with Obligors that are employees of Nordstrom, Inc . or any of its Affiliates and had addresses located in Canada, the territories or possessions of the United States, or which were military addresses not located in the United
_____________

dt 1390368

;

Wells Fargo Bank

Wells Fargo Bank Minnesota, NA (

Financial )

As referenced in this Transfer and Servicing Agreement:

WELLS FARGO BANK MINNESOTA, NA – gt;v80824ex10-22.txt <DESCRIPTION>EXHIBIT 10.22 <TEXT> <PAGE> EXHIBIT 10.22 EXECUTION COPY ================================================================================ NORDSTROM PRIVATE LABEL RECEIVABLES LLC, Transferor, NORDSTROM FSB, Servicer, WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION and NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, Issuer -------------------------------- TRANSFER AND SERVICING AGREEMENT -------------------------------- Dated as of October 1, 2001 ================================================================================ <PAGE> TABLE OF CONTENTS <TABLE&
_____________

Wells Fargo Bank Minnesota, Na – Label Receivables LLC, a Delaware limited liability company, as transferor and Nordstrom fsb as Servicer, Nordstrom Private Label Credit Card Master Note Trust, a Delaware business trust, as Issuer and Wells Fargo Bank Minnesota, Na tional Association, a national banking association, as Indenture Trustee. In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties, the
_____________

Wells Fargo Bank Minnesota, Na – supplemented or otherwise modified from time to time. "Indenture Collateral" has the meaning specified in Section 2.01. "Indenture Supplement" has the meaning specified in the Indenture. "Indenture Trustee" means Wells Fargo Bank Minnesota, Na tional Association, and its successors, in its capacity as trustee under the Indenture, its successors in interest and any successor indenture trustee under the Indenture. "Ineligible Receivables" has the meaning
_____________

Wells Fargo Bank Minnesota, Na – the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. Notwithstanding the foregoing obligations, the Successor Servicer, Wells Fargo Bank Minnesota, Na tional Association, its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date
_____________

Wells Fargo Bank Minnesota, Na – into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. (e) Notwithstanding anything contained in the Transfer and Servicing Agreement to the contrary, Wells Fargo Bank Minnesota, Na tional Association, as Successor Servicer, is authorized to accept and rely on all of the accounting records (including computer records) and work of the prior Servicer relating to the Receivables (
_____________

dt 1527253

$66

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2005

Property Management and Servicing Agreement

AMC;

Carmike Cinemas

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Apparel

Servicing Agreements