Neiman Marcus 2008 Annual Report Download - page 734

proceedings pursuant thereto or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or sequestrator (or similar official) of Servicer or any substantial part of its properties, or (iii) take
corporate or similar action in furtherance of any such action.
Section 6.03. Termination by Bank. Bank may terminate this Agreement upon written notice prior to the end of the Term
after the occurrence of a Servicer Event of Default. No such termination shall be effective until either assumption by Bank or its
Affiliate of the provision of the Services pursuant to the Program Agreement or the appointment by Bank of a successor servicer
reasonably satisfactory to Servicer pursuant to a servicing agreement reasonably satisfactory to Servicer. Following the delivery by
Bank of written notice of a servicing transfer or termination, Bank shall have reasonable access to Servicer's operations and systems to
ensure continuity of business and systems required to service the Accounts until such time as Bank or its Affiliate assumes the
provision of the Services or appoints a successor servicer reasonably satisfactory to Servicer. Both Parties shall use commercially
reasonable efforts and cooperate with each other to ensure continuity of business during any transfer of Services.
Section 6.04. Effect of Termination.
(a) If this Agreement terminates for any reason, the Parties shall cooperate to ensure an orderly transfer of servicing as
provided in subsection (b) below.
(b) If this Agreement is terminated pursuant to Section 5.02(e) or Section 6.03, Servicer shall take all commercially
reasonable steps necessary to effectuate a transfer of the Services to Primary Servicer or any other applicable successor servicer. To
the extent that compliance with this Section 6.04(b) shall require Servicer to disclose to a successor servicer any Confidential
Information (as defined in the Program Agreement), the successor servicer shall be required to enter into a confidentiality agreement
satisfactory in form and substance to Servicer. Bank agrees that so long as the Program is in effect, it shall perform, or require any
successor servicer to perform, the Services in accordance with the provisions of Sections 7.2 and 7.3 of the Program Agreement.
ARTICLE VII
INDEMNIFICATION
Section 7.01. Indemnification By Servicer. Servicer agrees to indemnify and hold harmless Bank, its Affiliates and their
respective officers, directors and employees from and against and in respect of any and all losses, liabilities, damages, costs and
expenses of whatever nature, including reasonable attorneys' fees and expenses (collectively, "Damages"), which are caused or
incurred by, result from, arise out of or relate to:
(a) the breach of any of Servicer's representations or warranties made in this Agreement;
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