Neiman Marcus 2008 Annual Report Download - page 733

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 eight (8) Significant Failures in any twelve (12) month period with respect to any
Non-Starred SLAs; provided, that in the event there are no Significant Failures in the immediately following twelve (12) month period
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 similar official) of Servicer or of any substantial part of its properties, or (iii) ordering the winding-up or liquidation of
the affairs of Servicer 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.
(e) Servicer 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
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