Neiman Marcus 2008 Annual Report Download - page 597

7.3 Service Level Standards.
(a) Primary Servicer shall perform the applicable Services in accordance with the SLAs set forth on Schedule 7.3(a).
(b) Primary Servicer shall report to the NMG Companies monthly, in a mutually agreed upon format and on a calendar month
basis, Primary Servicer's performance under each of the SLAs set forth on Schedule 7.3(a). If Primary Servicer fails to meet any SLA,
Primary Servicer shall (i) immediately report to the Management Committee the reasons for the SLA failure(s); and (ii) promptly take
any action reasonably necessary to correct and prevent recurrence of such failure(s).
(c) With respect to any SLA set forth on Schedule 7.3(a), the provisions set forth in Schedule 7.3(c) shall apply.
(d) Throughout the Term, Primary Servicer shall maintain a disaster recovery and business continuity plan that complies with
Applicable Law and is consistent with plans maintained for its Comparable Partner Programs. Primary Servicer shall be prepared to
and have the ability to implement such plan if necessary. Primary Servicer shall provide NMG with access to review such plan upon
request. Primary Servicer shall test the plan annually and shall promptly implement such plan upon the occurrence of a disaster or
business interruption. Primary Servicer shall be excused from its failure to meet any applicable SLAs that result directly from the
failure of any of the NMG Systems.
7.4 Credit Systems.
(a) The NMG Companies and Bank shall work together (including through a subcommittee of the Management Committee
formed for this purpose) to develop a mutually agreeable plan relating to the Credit Systems, which may include a conversion plan
designed to convert such data to the Bank Systems. Subject to the satisfaction of each of the requirements set forth in Section 7.4(b), at
such time, if any, when both NMG and Bank are satisfied with the terms of such conversion plan and have concluded that such
conversion will further the Program Objectives and provide cost efficiencies and features and functionality superior to those available
on the NMG Systems without an unacceptable level of Program disruption, such conversion shall be implemented (the date of any
such conversion the "Systems Transition Date"). Bank shall bear all out-of-pocket costs and expenses associated with the Systems
conversion (whether incurred by Bank or any of its Affiliates or NMG or any of its Affiliates).
(b) The Parties acknowledge and agree that no Systems conversion shall occur pursuant to Section 7.4(a) in absence of
satisfaction of each of the following requirements:
(i) Bank shall ensure that all identified features and functionality available on the NMG Systems prior to the Systems
Transition Date (including data gathering, interface capabilities with the NMG Companies' other Systems, Loyalty Program support
and core systems/customer service functionality) are available on the Bank Systems as of the Systems Transition Date to the extent the
NMG Systems are to be converted to the Bank Systems;
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