Neiman Marcus 2008 Annual Report Download - page 624

(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 sixty (60) days
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.
(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:
(a) after the occurrence of a Bank Event of Default;
(b) upon thirty (30) days' prior written notice 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;
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