Neiman Marcus 2008 Annual Report Download - page 724

"Services": As defined in Section 2.02(a) hereof.
"Significant Failure": As defined in Section 5.01(a) hereof.
"SLA": Each individual performance standard set forth on Schedule 2.04(a).
"Solvent": When used with respect to any Person, that (a) the present fair salable value of such Person's assets exceed the
total amount of its liabilities, (b) such Person is able to pay its debts as they become due and (c) such Person does not have
unreasonably small capital to carry on its business as theretofore operated and all business in which such Person is about to engage.
"Starred SLA": On Schedule 2.04(a), SLA number 1 of Section A, SLA number 1 of Section B, SLA number 6 of
Section C and SLA numbers 2 and 6 of Section D.
"Subsequent Failure": As defined in Section 5.02(b) hereof.
"Subsequent Penalty Amount": As defined in Schedule 5.02.
"Term": As defined in Section 6.01 hereof.
"Transaction Document": The Purchase Agreement, the Program Agreement and this Agreement and the agreements,
instruments, schedules and other documents to be delivered pursuant thereto and hereto.
Section 1.02. Certain Interpretive Matters. As used herein: (a) all references to the plural number shall include the singular
number (and vice versa); (b) all references to "herein," "hereunder," "hereof" or like words shall refer to this Agreement as a whole
and not to any particular section, subsection or clause contained in this Agreement; (c) all references to "include," "includes" or
"including" shall be deemed to be followed by the words "without limitation"; (d) all references to "$" or "dollars" shall be deemed
references to United States dollars; and (e) all references to a particular agreement, instrument or document shall include all renewals,
extensions, modifications, amendments and restatements of such agreement, instrument, or document.
ARTICLE II
SERVICING
Section 2.01. Appointment. Subject to the terms and conditions of this Agreement, Bank hereby appoints Servicer as of
the Effective Date as the servicer of the Accounts (excluding Non-Store Accounts associated with Dual-Line Credit Cards) and
Cardholder Indebtedness and Servicer hereby accepts such appointment.
Section 2.02. Servicer Compensation. As compensation for provision of the Services hereunder, Servicer shall receive
payment of the payment calculated by reference to the Servicing Fee Percentage as set forth in Schedule 9.1(a)(i) of the Program
Agreement. Upon transfer of any of the Services to Primary Servicer in accordance with Section 2.03(b), the
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