Neiman Marcus 2009 Annual Report Download - page 349

(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) 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).
(i) 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).
(j) 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, Quarterly
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 [***].
(c) A decree or order by a court having jurisdiction (i) for relief in respect of NMG pursuant to the Bankruptcy
Code or any other applicable bankruptcy or other similar law, (ii) for appointment of a custodian, receiver, liquidator, assignee, trustee
or sequestrator (or similar official) of NMG or of any substantial part of its properties, or (iii) ordering the winding-up or liquidation
of the affairs of NMG shall, in any such case be entered, and shall not be vacated, discharged, stayed or bonded within [***] from the
date of entry thereof.
(d) NMG shall (i) file a petition seeking relief pursuant to the Bankruptcy Code or any other applicable
bankruptcy or other similar law, (ii) consent to the institution of 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
NMG or any substantial part of its properties, or (iii) take corporate or similar action in furtherance of any such action.
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