Neiman Marcus 2009 Annual Report Download - page 450

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 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 as set forth in Schedule 9.1(a)(ii)(c) of the Program Agreement.
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 services
described in Schedule 1.01(a) (collectively, the "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 Bank Parties 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 [***] days' written notice to Bank to transfer (i) the Late Stage
Collection Services described in Schedule 1.01(a) or (ii) 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 Services 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 the applicable Services.
Upon transfer of the Late Stage Collection Services, the Annual Servicing Fee Rate shall be reduced by [***].
(c) 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.
4