Neiman Marcus 2008 Annual Report Download - page 623

(e) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or
there shall be a substantial cessation of such Bank Company's or Bank Parent's regular course of business.
(f) Any regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank Parent, as the case
may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank
Parent, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof.
(g) Any Bank Company or Bank Parent shall (i) consent to the institution of proceedings specified in paragraph (f) above or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of
such entity or of any substantial part of its properties, or (ii) take corporate or similar action in furtherance of any such action.
(h) Bank shall fail to meet the approval rate targets and other metrics set forth in Schedule 4.6(c) and such failure shall have
resulted in a termination right pursuant to the terms of Section 4.6(c).
(i) Primary Servicer shall fail to meet one or more SLAs expressly giving rise to the right to terminate hereunder in accordance
with Section 7.3 and Schedule 7.3(c).
(j) As a result of the regulatory status of a Bank Company or Bank Parent or any constraints imposed on a Bank Company or
Bank Parent by any Governmental Authority, the benefits of the Program to the NMG Companies are materially diminished or the
NMG Companies experience a material decline in customer satisfaction, unless such constraint, diminishment or decline would be
incapable of being eliminated or mitigated if NMG were to terminate this Agreement and/or repurchase the Program Assets (either for
itself and its Affiliates or in order to enter into alternative program arrangements with a third party other than Bank).
(k) The Bank Guaranty shall expire or terminate or otherwise fail to be in full force and effect or Bank Parent shall disaffirm,
disclaim, repudiate or reject, in whole or in part, or challenge the validity, enforceability or effectiveness of, the Bank Guaranty.
15.3 Defaults by the NMG Companies. The occurrence of any one or more of the following events (regardless of the reason
therefor) shall constitute an event of default by the NMG Companies hereunder:
(a) NMG shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet
when due and payable.
(b) A petition under the U.S. Bankruptcy Code or similar law shall be filed against NMG and not be dismissed within sixty (60)
days.
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