Neiman Marcus 2008 Annual Report Download - page 692

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 (n), 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 eight (8) Significant Failures in any twelve (12) month period with respect to any Non-Starred
SLAs; provided, that in the event there are no Significant Failures in the immediately following twelve (12) month period with respect
to any of the Non-Starred SLAs, then such Non-Starred SLAs shall no longer be deemed to be Starred SLAs.