Neiman Marcus 2008 Annual Report Download - page 727

Section 2.07. Inventory. The Parties hereby agree that all paper, envelopes and plastic reasonably required for production
and mailing of Cardholder Documentation and Loyalty Cards will be either (i) purchased by Servicer in consultation with Bank, in
which case Servicer shall invoice Bank directly for such purchases and Bank shall pay Servicer for such invoices (including shipping
and taxes), or (ii) purchased by Bank in consultation with Servicer at Bank's sole cost and expense, provided that material qualities
and quantities must be reasonably satisfactory to Servicer.
Section 2.08. Securitization.
(a) As part of the Services hereunder, Servicer hereby agrees to continue and to have its Subsidiaries continue to perform
for the benefit of Bank and Bank Parent on a subservicing basis, the servicing functions set forth under the Securitization Documents
with respect to the Accounts and receivables generated thereunder that are subject to such Securitization Documents, from and after
the Closing Date, including the execution and delivery of all certificates and reports as required by such Securitization Documents,
which certificates and reports shall be addressed to HSBC Finance Corporation, a Delaware corporation as the Servicer.
(b) Servicer hereby acknowledges and agrees that HSBC Finance Corporation shall be entitled to rely on such reports and
certificates as a basis for issuing any of its own reports and certificates under the Securitization Documents. In addition, Servicer
hereby agrees to use commercially reasonable efforts to cause Servicer's independent public accountants to issue the reports required
by the Securitization Documents and deliver such reports to HSBC Finance Corporation for the period starting October 31, 2004 and
ending on the Closing Date, such reports to be delivered by such independent public accounting firm on or before October 31, 2005.
(c) Servicer shall cooperate with Bank and Bank Parent to correct any errors or deficiencies discovered in any of the
reports referred to in this Section 2.08.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties of Servicer. Servicer represents and warrants to Bank as follows:
(a) Organization. Servicer (i) is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, (ii) is duly licensed or qualified to do business and is in good standing as a foreign corporation in all
jurisdictions in which the conduct of its business or the activities in which it is engaged makes such licensing or qualification
necessary, except to the extent that its non-compliance would not reasonably be expected to have, individually or in the aggregate, a
material adverse effect on its ability to
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