Neiman Marcus 2009 Annual Report Download - page 451

(d) Bank shall train personnel of Servicer on Bank's systems and processes that are related to or that interface
with, but that are not components of, the Services to the extent necessary for Servicer to perform the Services. Servicer shall train
personnel of Bank on Servicer's systems and processes that are related to the Services being provided under this Agreement.
(e) Bank shall cooperate, and shall ensure that each of its Affiliates shall cooperate, with Servicer in all matters
relating to Servicer's performance of the Services at Servicer's reasonable request. Such cooperation shall be provided at the expense
of Bank and shall include providing Servicer with reasonable access to the personnel, records, systems, technology and information of
the Bank Parties and their Affiliates relating to the Accounts. Servicer shall obtain all licenses and authorizations necessary to perform
the Services that it provides hereunder.
Section 2.04. Service Level Standards.
(a) Servicer shall perform the applicable Services in accordance with the SLAs set forth on Schedule 2.04(a).
(b) Servicer shall report to Bank monthly, in a mutually agreed upon format, Servicer's performance under each
of the SLAs set forth on Schedule 2.04(a). If Servicer fails to meet any SLA, Servicer shall (i) immediately report to the Management
Committee the reasons for the SLA failure(s); and (ii) promptly take commercially reasonable action to correct and prevent recurrence
of such failure(s).
Section 2.05. Use of Subservicers. Servicer shall have the right to perform any portion of the Services through one
or more subservicers; provided that (i) any subservicer that is not an Affiliate of Servicer shall be subject to approval pursuant to
Article III of the Program Agreement and (ii) Servicer shall remain fully responsible to Bank for the portion of the Services performed
by any such subservicer(s) (including its Affiliates). Notwithstanding the foregoing, to the extent Servicer subcontracts or outsources
to any third party any Services as of the date hereof, Servicer may continue to subcontract or outsource such Services to such third
party.
Section 2.06. Disaster Recovery. For as long as Servicer is providing services hereunder, Servicer shall continue to
maintain the disaster recovery plan in effect on the Effective Date. Servicer shall be prepared to and have the ability to implement
such plan if necessary. Servicer shall provide Bank with access to review such plan upon request. Servicer shall test the plan annually
and shall promptly implement such plan upon the occurrence of a disaster or business interruption. Servicer shall be excused from its
failure to meet any applicable SLAs that result directly from the failure of any of the Bank Systems. If in the event of a disaster or
severe business interruption Servicer fails to take reasonable steps to respond to such disaster or severe business interruption, Bank
shall have reasonable access to Servicer's systems, technical personnel and disaster recovery resources, so as to ensure continuity of
business and systems required to service the Accounts.
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