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ARTICLE 9. SERVICE LEVELS AND QUALITY ASSURANCE 9.01 Service Levels. National shall perform the Services in accordance with the Service Levels set forth in Exhibit 1 and Exhibit 2. With respect to those components of the Services for which a Service Level is not defined, the performance of such Services by National shall be at a level at least equal to the service levels satisfied by well-managed operations performing services similar to the Services. 9.02 Failure to Perform. (1) In the event of a Service Level Default, National shall immediately (a) investigate, assemble and preserve pertinent information with respect to, and report on the causes of, the problem, including performing a root cause analysis of the problem; (b) advise IRC, as and to the extent requested by IRC, of the status of remedial efforts being undertaken with respect to such problem; (c) minimize the impact of and correct the problem and begin meeting the Service Level; and (d) take appropriate preventive measures so that the problem does not recur. (2) National recognizes that a Service Level Default may have a material adverse impact on the business and operations of IRC. Accordingly, in the event that the Services fail to meet an applicable Service Level for reasons other than those that are excused pursuant to Section 9.03, then in addition to any other remedies available to IRC under this Agreement, at Law or in equity, IRC may elect to recover for such Service Level Default the respective Corrective Action as set forth in Exhibit 2. 9.03 Excused Performance. To the extent that any Service Level Default is directly attributable to: (1) a Force Majeure Event; (2) a breach of this Agreement by IRC that prevents National from meeting the applicable Service Level; or (3) acts or omissions of IRC or a Third - Party Provider not under National's direction or control, then such Service Level shall be excused, and no Corrective Action shall accrue with respect to such Service Level Default, provided that (a) National was unable to alert IRC of the consequences of such acts or omissions or IRC disregarded any such alert by National as to the consequences of such acts or omissions, and (b) National was unable to take reasonable steps to avert such consequences. 9.04 Measurement and Monitoring Tools. As of the Effective Date, National shall implement the measurement and monitoring tools and procedures required to measure and report (as contemplated by Section 9.05) National's performance of the Services against the applicable Service Levels. Such measurement and monitoring tools and procedures shall (1) permit reporting at a level of detail sufficient to verify compliance with the Service Levels and (2) be subject to audit by IRC or its designee. Upon request, National shall provide IRC and its designees with information concerning access to such measurement and monitoring tools and procedures for inspection and verification purposes. 18