Neiman Marcus 2009 Annual Report Download - page 459

(e) Notwithstanding the foregoing, in the case of any Servicer Default with respect to any type of Service, after
the Management Committee meeting referred to above (except in the case of a Regulatory Failure) and assuming that no SLA is
modified, in lieu of terminating the Program Agreement, either Party may elect to cause the Services subject to such Servicer Default
to be transferred to Primary Servicer pursuant to the Program Agreement.
(f) No servicing transfer or termination of this Agreement pursuant to Section 5.02(d) or Section 5.02(e) above
shall be effective until either assumption by the Bank or its Affiliate of the provision of the Services 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 the applicable Party 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 5.03. Non-Starred SLAs. For purposes of this Article V, "Starred SLA" shall be deemed to include Non-
Starred SLAs in the event that there have been more than [***] in any [***] with respect to any Non-Starred SLAs; provided, that in
the event there are no Significant Failures in the immediately following [***] with respect to any of the Non-Starred SLAs, then such
Non-Starred SLAs shall no longer be deemed to be Starred SLAs.
ARTICLE VI
TERM
Section 6.01. Term of Agreement. The term of this Agreement shall commence on the date hereof and expire
simultaneously with the termination of the Program Agreement or the termination pursuant to Section 2.03(b), 5.02(d) or 5.02(e) (the
"Term").
Section 6.02. Servicer Termination Events. The occurrence of any one or more of the following events (regardless
of the reason therefor) shall constitute an event of default by Servicer hereunder:
(a) Servicer shall fail to make payment in full of any amount due to Bank pursuant to Section 5.02 within two
(2) Business Days after such payment is due pursuant to Section 5.02.
(b) Servicer shall fail to comply with Section 4.06, 4.07 or 4.08 and such failure shall materially impair the
quality of the Services hereunder.
(c) A petition under the U.S. Bankruptcy Code or similar law shall be filed against Servicer and not be
dismissed within sixty (60) days.
(d) A decree or order by a court having jurisdiction (i) for relief in respect of Servicer 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
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