Neiman Marcus 2009 Annual Report Download - page 208

PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, dated as of June 8, 2005 (this "Agreement"),
among The Neiman Marcus Group, Inc., a Delaware corporation (the "Parent"), Bergdorf Goodman, Inc., a New York corporation
("BG"), HSBC Bank Nevada, N.A., a national credit card bank (the "Purchaser"), and HSBC Finance Corporation, a Delaware
corporation (the "Purchaser Parent").
RECITALS
WHEREAS, the Parent and BG are, among other things, (i) engaged in the business of selling merchandise through retail
stores and by other means and (ii) directly and indirectly through certain of their subsidiaries engaged in the Business (as defined
herein);
WHEREAS, the Neiman Marcus Group Credit Card Master Trust was formed pursuant to that certain Amended and
Restated Pooling and Servicing Agreement, dated as of July 2, 2000, as amended and/or supplemented through the date of this
Agreement and as it may be further amended and/or supplemented through the Closing Date to the extent permitted by this
Agreement, (including all series supplements thereto, the "Pooling and Servicing Agreement"), by and among Neiman Marcus
Funding Corporation, a Delaware corporation ("NFC"), as seller, the Parent, as servicer, and The Bank of New York, as trustee;
WHEREAS, pursuant to this Agreement, the Parent and BG desire to sell to the Purchaser, and the Purchaser desires to
purchase from the Sellers (as defined below), the Acquired Assets pursuant to the terms contained and in the manner described herein;
WHEREAS, on the date hereof, the Parent and the Purchaser are entering into a Program Agreement (the "Program
Agreement") in the form attached hereto as Annex A, to become effective as of the Closing under this Agreement, that provides for,
among other things, the issuance of Neiman Marcus proprietary cards, the issuance of existing and new credit related products to be
developed with the Purchaser, the processing and servicing of the related Accounts, and the conduct of related marketing activities;
and
WHEREAS, simultaneously with the Closing under this Agreement, the Parent, the Purchaser and certain of their
respective Affiliates desire to enter into other agreements in connection with the transactions contemplated hereby.
NOW, THEREFORE, in consideration of the premises, and of the mutual representations and agreements contained in
this Agreement, the parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions of Certain Terms. (a) In this Agreement, the following terms are used with the meanings
assigned below:
"Accounts" means, as of the Cut-Off Time, any account identified by name and account number under which a purchase,
cash advance or credit transaction may be or has been made by a Cardholder by means of (A) a Credit Card or (B) a Non-Card