Neiman Marcus 2008 Annual Report Download - page 725

amount payable to Servicer set forth in Schedule 9.1(a)(i) shall be adjusted as set forth in Schedule 9.1(a)(i) in order to reflect the
reduction of Services being performed by Servicer and the assumption of the performance of such Services by Primary Servicer.
Section 2.03. Services.
(a) Commencing on the Effective Date and continuing until the date, if any, upon which any listed type of Service
enumerated below is transferred to Primary Servicer as provided in this Agreement, Servicer shall perform the following services
(collectively, the "Services"): (i) the Documentation Services; (ii) the Late Stage Collection Services; (iii) the Credit Card Production
Services; (iv) the Data Processing Services; and (v) the Other Services, in each case in accordance with this Agreement and the Risk
Management Policies and Operating Procedures. Servicer shall service the Accounts in compliance with Applicable Law, in such a
way as to not disparage or embarrass the Household Companies or either of their names, with a level of service to Cardholders and
with no less care and diligence than the degree of service, care and diligence employed by Servicer prior to the Effective Date.
Notwithstanding anything to the contrary contained herein, Bank shall be solely responsible for monitoring legal developments
applicable to the operation of the Credit Card Business, although Servicer shall promptly apprise Bank of any such legal developments
of which it becomes aware.
(b) Servicer may elect upon not less than thirty (30) days' written notice to Bank to transfer (i) any one or more type of
Services referenced in clauses (i) through (iv) of Section 2.03(a) or (ii) following conversion to the Bank Systems, all of the Services
being performed hereunder, to Primary Servicer, in which event Primary Servicer shall accept appointment as servicer with respect to
such Services and shall be required to comply with the provisions of the Program Agreement in connection with the performance of
such Services, including the requirement to meet the SLAs applicable to Primary Servicer for such Service set forth in Schedule
7.3(a) of the Program Agreement. Upon the date of the foregoing transfer, Servicer shall be released from any further obligation with
respect to the performance of such Services.
(c) Notwithstanding Section 2.03(b), Bank and Servicer agree that the Documentation Services shall be transferred to
Primary Servicer as soon as practicable after the date hereof and, upon such transfer, Primary Servicer shall be required to comply
with the provisions of the Program Agreement in connection with the performance of such Services, including the requirement to meet
the SLAs applicable to the Documentation Services set forth in Schedule 7.3(a) of the Program Agreement.
(d) Servicer shall maintain records relating to its performance of the Services in accordance with the record retention
policies set forth on Schedule 4.4(f) of the Program Agreement. Records may be kept in either paper or electronic form. Servicer shall
retrieve, reproduce and deliver to Bank any records reasonably requested from time to time by Bank for the purpose of providing
customer assistance or resolving customer disputes, and Bank shall compensate Servicer on demand for the reasonable costs and
expenses associated with such retrieval, reproduction and delivery.
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