Neiman Marcus 2009 Annual Report Download - page 350

(e) NMG shall fail to meet one or more SLAs expressly giving rise to the right to terminate hereunder in
accordance with Section 5.02 of the Servicing Agreement.
15.4 Remedies for Events of Default. In addition to any other rights or remedies available to the Parties at law
or in equity, upon the occurrence of an Event of Default pursuant to Section 15.1, 15.2 or 15.3, the non-defaulting Party shall be
entitled to collect from the defaulting Party any amount indisputably in default plus interest based on the Federal Funds Rate.
ARTICLE XVI
TERM/TERMINATION
16.1 Term. This Agreement shall continue in full force and effect for five (5) years from the Effective Date
(the "Initial Term"). The Agreement shall be renewed by mutual agreement of the Parties for successive three (3) year terms (each, a
"Renewal Term") at least six (6) months prior to the expiration of the Initial Term or current Renewal Term, as the case may be. If the
Parties do not agree to renew the Agreement at least six (6) months prior to the expiration of the Initial Term or the current Renewal
Term, as the case may be, the Agreement shall automatically terminate at the end of the Initial Term or current Renewal Term, as the
case may be.
16.2 Termination by NMG Prior to the End of the Initial Term or a Renewal Term. NMG, on behalf of the
NMG Companies, may terminate this Agreement upon written notice prior to the end of the Initial Term or any Renewal Term and
subject to the effective dates of termination in Section 16.4:
(a) after the occurrence of a Bank Event of Default;
(b) if (i) there is a Change of Control of Bank Parent or (ii) one or more Persons that is not an Affiliate of
Bank on the date of this Agreement acquires a direct or indirect controlling interest in Bank or any other Person conducting a
substantial part of the Credit Card business conducted within the corporate group of Bank Parent or such corporate group otherwise
disposes of or terminates a substantial part of such Credit Card business;
(c) following a Change of Control of NMG if the other Party to the business combination transaction which
resulted in or constituted such Change of Control issues, offers or otherwise provides (either itself or through Affiliates) or is Party to
any contractual arrangement with any other Person to issue, offer or otherwise provide, any Credit Card in the United States;
(d) if there is a Change in Law which reduces or could reasonably be expected to reduce in any material
respect the ability of NMG or any of its Subsidiaries to gain access to, or to use, any Cardholder Data, NMG Shopper Data or NMG
Charge Transaction Data below the level of access and use permitted under Applicable Law immediately prior to the Effective Date,
unless such reduction in access 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); provided, however, that prior to delivering a notice of termination pursuant to this Section
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