Neiman Marcus 2008 Annual Report Download - page 722

SERVICING AGREEMENT
This Servicing Agreement (as amended from time to time, this "Agreement"), dated as of July 7, 2005, is between The
Neiman Marcus Group, Inc., a Delaware corporation ("Servicer"), and HSBC Bank Nevada, N.A., a national credit card bank
("Bank").
WHEREAS, Servicer and certain of its subsidiaries (together, "Sellers") have entered into a Purchase, Sale and Servicing
Transfer Agreement with Bank and HSBC Finance Corporation, a Delaware corporation ("Bank Parent"), dated as of July 7, 2005 (as
amended from time to time, the "Purchase Agreement"), pursuant to which Sellers will sell, and Bank will purchase, specified assets
related to Sellers' consumer private label credit card business;
WHEREAS, Servicer and certain of its subsidiaries (together, the "NMG Companies") are entering into a Program
Agreement, dated as of June 8, 2005 (as amended from time to time, the "Program Agreement"), with Bank and Household
Corporation, a Delaware corporation ("Primary Servicer", and together with Bank, the "Household Companies") which shall govern
the operation of such credit card business and the rendering of marketing and other services by the parties thereto; and
WHEREAS, Bank wishes to retain Servicer to provide, and Servicer wishes to provide, certain servicing and
administration activities relating to the Accounts and the Program, all pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01. Defined Terms. Wherever used in this Agreement, unless the context otherwise requires, the following terms
shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings given them
in the Program Agreement.
"Agreement": As defined in the preamble hereof.
"Bank": As defined in the preamble hereof.
"Bank Parent": As defined in the recitals hereof.
"Credit Card Production Services": The Services set forth in paragraph 2 of Section I of Schedule 1.01(a).
"Confidential Information": As defined in Section 8.01(a)(i) hereof.
"Damages": As defined in Section 7.01(a) hereof.