Neiman Marcus 2009 Annual Report Download - page 431

Management Committee determines that such SLA shall be modified, then NMG shall not be entitled to terminate the
Program Agreement as a result of the Subsequent Failure discussed at the meeting of the Management Committee unless and
until an additional Subsequent Failure of the same Starred SLA occurs.
(e) Notwithstanding the foregoing, in the case of any Primary Servicer Default, after the Management Committee
meeting referred to above and assuming that no SLA is modified, in lieu of terminating the Program Agreement, NMG may
elect to cause the Services subject to such Servicer Default or all of the Services being provided by Primary Servicer to be
transferred to NMG or another party designated by NMG; provided, that for purposes of transferring Services pursuant to this
paragraph (e), an SLA that is both a Starred SLA and a Regulatory SLA shall be deemed to be a Regulatory SLA.
(f) No such servicing transfer or termination of this Agreement pursuant to paragraph (e) above shall be effective until
either assumption by NMG of the provision of the Services or the appointment by NMG of a successor servicer reasonably
satisfactory to Bank pursuant to a servicing agreement reasonably satisfactory to Bank. Following the delivery by the
applicable Party of written notice of a servicing transfer or termination, NMG shall have reasonable access to Primary
Servicer's operations and systems to ensure continuity of business and systems required to service the Accounts until such
time as NMG assumes the provision of the Services or appoints a successor servicer reasonably satisfactory to Bank.
III. Non-Starred SLAs. For purposes of this Schedule 7.3(c), "Starred SLA" shall be deemed to include Non-Starred SLAs in the
event that there have been more than [***] in any [***] with respect to any Non-Starred SLAs; provided, that in the event there are no
Significant Failures in the immediately following [***] with respect to any of the Non-Starred SLAs, then such Non-Starred SLAs
shall no longer be deemed to be Starred SLAs.