Neiman Marcus 2008 Annual Report Download - page 731

(b) Servicer shall provide Bank with written notice prior to opening a new servicing facility for the purpose of providing
the Services.
Section 4.07. Insurance. Servicer shall maintain insurance policies (in any event including error and omissions liability
insurance and fiduciary liability insurance) with respect to its employees and properties under such terms and conditions as are
(i) commercially reasonable and available from time to time and (ii) customary for similarly situated Persons engaged in similar
business, except in each case for insurance which a failure to maintain would not reasonable be expected to have a material adverse
effect on the ability of Servicer to perform its obligations under this Agreement.
Section 4.08. Customer Information. Servicer shall maintain an information security program that is designed to meet all
requirements of Applicable Law, including, at a minimum, maintenance of an information security program that is designed to:
(i) ensure the security and confidentiality of customer information; (ii) protect against any anticipated threats or hazards to the security
or integrity of such information; (iii) protect against unauthorized access to or use of such information; and (iv) ensure the proper
disposal of such information. Additionally, such security measures shall meet current industry standards and shall be at least as
protective as those used by Servicer to protect its other confidential customer information. Servicer shall use the same degree of care
in protecting the customer information against unauthorized disclosure as it accords to its own confidential customer information, but
in no event less than a reasonable standard of care. In the event Servicer becomes aware of any unauthorized use of or access to
customer information, Servicer shall immediately notify Bank and shall cooperate with Bank, as it deems necessary or as required by
Applicable Law, (x) to assess the nature and scope of such incident, (y) to contain and control such incident to prevent further
unauthorized access to or use of such information, and (z) to provide prompt notice to affected customers to the extent required by
Applicable Law or otherwise with the approval of the Management Committee.
ARTICLE V
DEFAULT; REMEDIES
Section 5.01. Servicer Default. It shall be a "Servicer Default" if either of the events set forth below shall occur and be
continuing and remain unremedied prior to the expiration of the specified period:
(a) Significant Failure. If Servicer (i) is more than 20% below the target for any Starred SLA in any Fiscal Month, (ii) fails
to meet any individual Starred SLA in two (2) consecutive Fiscal Months or (iii) fails to meet any Starred SLA four (4) times in any
twelve (12) Fiscal Month period (including multiple breaches of the same and individual breaches of different Starred SLAs) (each, a
"Significant Failure").
(b) Regulatory Failure. If Servicer fails to meet an SLA designated as a regulatory-based SLA on Schedule 2.04(a) (each,
a "Regulatory SLA") and such failure results in a breach by Servicer of Applicable Law (such failure, a "Regulatory Failure").
10