Neiman Marcus 2009 Annual Report Download - page 456

[***]. Each adjustment to the Annual Servicing Fee Rate shall be made as soon as practicable following calculation of the amounts
referred to in Section 4.04(b) necessary to calculate such Annual Servicing Fee Rate adjustment. In the Monthly Settlement Statement
following the date on which such adjustment has been made, in addition to any other amounts payable by Bank, there shall be added
an amount equal to the amount the Servicer would have received if such Annual Servicing Fee Rate adjustment had been implemented
on the earlier of (A) [***] following the implementation of processes and procedures to comply with such Change in Servicing Law or
(B) the implementation of the systematic solution pursuant to Section 4.04(d).
(d) If the NMG Cost Increase Percentage exceeds [***], then Bank shall be obligated to implement a
systematic method to comply with any such Changes in Servicing Law that is equivalent to the systematic methods used or being
implemented by Bank in connection with such Changes in Servicing Law in servicing other private label credit card portfolios as to
which it is issuer. Such systematic process shall be implemented within a timeframe mutually agreed by the Servicer and Bank, which
timeframe shall target [***] after changes in servicing procedures were first implemented in response to such Changes in Servicing
Law that caused the NMG Cost Increase Percentage to exceed [***] (or for any Change in Servicing Law thereafter, shall target [***]
after change in servicing procedures were first implemented in response to such Change in Servicing Law), but in any event such
process shall be implemented no later than [***] after the implementation of such changes in servicing procedures as a result of such
Change in Servicing Law, unless (i) NMG's failure to comply with the following obligations in this Section 4.04(d) shall have
prevented Bank from completing such implementation within such [***] or (ii) it is commercially impracticable to implement such
systematic process within such [***] for a commercially reasonable cost, in which event (in the case of either clause (i) or clause (ii))
such implementation shall be completed as soon as reasonably practicable. NMG will reasonably cooperate with Bank in connection
with the implementation of such systematic process, including by providing such product support, design review and approvals,
processing, data and technology changes and upgrades as are commercially reasonable, in each case within timeframes reasonably
required by Bank in order to meet the agreed-upon timeframes for implementation of the systematic process. In determining whether
implementation of a systematic process is commercially practicable within the [***] timeframe referred to above, the Parties agree
that Bank shall have the right to prioritize its systematic projects in accordance with Applicable Law and its commercially reasonable
discretion, provided, however, that prioritizing other private label credit card system initiatives addressing the same Change in
Servicing Law for credit card Programs other than the Program shall not be grounds for delaying implementation of the systematic
process required by this Section 4.04(d) beyond the [***] after changes in servicing procedures were first implemented in response to
the applicable Change in Servicing Law.
(e) Notwithstanding anything to the contrary set forth herein or in the Program Agreement, if the Effective
Annual Servicing Fee Rate for any month exceeds [***], the Annual Servicing Fee Rate with respect to such month shall be reduced
by the dollar amount by which the Effective Servicing Fee Rate exceeds [***].
Section 4.05. Cooperation. Each Party covenants that it shall use commercially reasonable efforts to cooperate with
the other Party in the servicing of the accounts.
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