Common use of Defaults by Bank Clause in Contracts

Defaults by Bank. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an event of default by Bank hereunder: (a) Bank shall fail to settle NMG Charge Transaction Data and make payment in full therefor within two (2) Business Days after such settlement payment is due pursuant to Section 8.4. (b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet when due and payable. (c) Bank shall fail to make payment in full of any amount due to NMG pursuant to Schedule 7.3(c) within two (2) Business Days after such payment is due pursuant to Schedule 7.3(c). (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or more of the NMG Companies when due and payable. (e) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank Parent’s regular course of business. (f) Any regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank Parent, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank Parent, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof. (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) Bank shall fail to meet the approval rate targets and other metrics set forth in Schedule 4.6(c) and such failure shall have resulted in a termination right pursuant to the terms of Section 4.6(c). (i) 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). (j) 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). (k) 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.

Defaults by Bank. The occurrence of any one or more of the following events (regardless of the reason therefortherefore) shall constitute an event of default by Bank hereunderBank: (a) Bank shall fail fails to settle NMG Charge Transaction Data and make payment in full therefor accordance with Section 7.2, any amount that is not disputed in good faith, within two (2) Business Days after such settlement payment is due pursuant to Section 8.4Company shall have given notice thereof by 5 p.m. Eastern. (b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet when due and payable. (c) Bank shall fail to make payment in full of any amount due to NMG pursuant to Schedule 7.3(c) within two (2) Business Days after such payment is due pursuant to Schedule 7.3(c). (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or more of the NMG Companies when due and payable. (e) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank ParentBank’s regular course of business. (fc) Any The OCC or any other regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank Parent, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank ParentBank, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof. (gd) Any Bank Company or Bank Parent shall (i) consent to the institution of proceedings specified in paragraph (fc) 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 Bank of any substantial part of its properties, or (ii) take corporate or similar action in furtherance of any such action. (he) Bank shall fail (i) fails to meet the approval rate targets and other metrics set forth in Schedule 4.6(c) and such failure shall have resulted in a termination right be adequately capitalized pursuant to capital requirements established from time to time by the terms OCC; and (ii) fails to correct such capital deficiency within thirty (30) days of Section 4.6(c)the required implementation date for the capital requirement. Bank shall notify Company in writing promptly (but in any event, within ten (10) Business Days) after the expiry of Bank’s failure to correct its capital deficiency as provided above. (if) Primary Servicer There 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). (j) As a result of the regulatory status of a Bank Company or Bank Parent be any action, claim or any constraints imposed on a litigation, proceeding, arbitration, investigation or controversy that is adversely determined against Bank Company or Bank Parent by its Affiliates, at law, in equity or otherwise, before any Governmental Authoritycourt, the benefits board, commission, agency or instrumentality of the Program to the NMG Companies are materially diminished any federal, state, or the NMG Companies experience local government, or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, and such determination is final, non-appealable and has a material decline in customer satisfaction, unless such constraint, diminishment or decline would be incapable of being eliminated or mitigated if NMG were and adverse effect on Bank’s ability to terminate perform its obligations under 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)Agreement. (k) 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.

Defaults by Bank. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an event Event of default Default by Bank hereunder: (a) Bank shall fail fails to settle NMG Macy’s Charge Transaction Data and make payment in full therefor within two twenty-four (224) Business Days after hours of the time that such settlement payment is due pursuant to Section 8.4. (b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet when due and payable. (c) Bank shall fail to make payment in full of any amount due to NMG pursuant to Schedule 7.3(c) within two (2) Business Days after such payment is due pursuant to Schedule 7.3(c). (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or more of the NMG Companies when due and payable. (e) Any Bank Company or Bank Parent Citibank shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank Parent’s the regular course of businessbusiness of Bank or Citibank. (fc) Any The FDIC or any other regulatory authority having jurisdiction over a Bank Company or Bank Parent Citibank shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank Parent, as the case may be, entity or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank Parentsuch entity, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof. (gd) Any Bank Company or Bank Parent Citibank shall (i) consent to the institution of proceedings specified in paragraph (fc) 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. (he) During the Term, Bank shall fail Parent’s senior unsecured debt rating falls to meet the approval rate targets or below BBB+ according to Standard and other metrics set forth in Schedule 4.6(c) and Poor’s rating system or to or below Baa1 according to Xxxxx’x Investors’ Service rating system, or any such failure shall have resulted in a termination right pursuant to the terms of Section 4.6(c)debt rating is withdrawn. (if) Primary Servicer Bank 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)hereunder. (j) 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). (k) 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.

Defaults by Bank. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an event of default by Bank hereunderBank: (a) Bank shall fail to settle NMG Charge Transaction Data and make payment in full therefor accordance with Section 7.2, any amount payable by Bank thereunder within two (2) Business Days after such settlement payment is due pursuant to Section 8.4.Company shall have given notice thereof by 5 p.m. Eastern; (b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet when due and payable. (c) Bank shall fail to make payment in full of any amount due to NMG pursuant to Schedule 7.3(c) within two (2) Business Days after such payment is due pursuant to Schedule 7.3(c). (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or more of the NMG Companies when due and payable. (e) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank ParentBank’s regular course of business.; (fc) Any regulatory authority Governmental Authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank Parent, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank ParentBank, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof.; (gd) Any Bank Company or Bank Parent shall (i) consent to the institution of proceedings specified in paragraph (fc) above or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such entity Bank or of any substantial part of its properties, or (ii) take corporate or similar action in furtherance of any such action.; (he) A petition under the Bankruptcy Code or similar law shall be filed against Bank shall fail to meet the approval rate targets Guarantor and other metrics set forth not be dismissed within sixty (60) days; or a decree or order by a court having jurisdiction (i) for relief in Schedule 4.6(c) and such failure shall have resulted in a termination right respect of Bank Guarantor pursuant to the terms Bankruptcy Code or any other applicable bankruptcy or other similar law, (ii) for appointment of Section 4.6(c).a custodian, receiver, liquidator, assignee, trustee, or sequestrator (or similar official) of Bank Guarantor or of any substantial part of its properties, or (iii) ordering the winding-up or liquidation of the affairs of Bank Guarantor shall be entered, and shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof; or Bank Guarantor shall (A) file a petition seeking relief pursuant to the Bankruptcy Code or any other applicable bankruptcy or other similar law, (B) 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 Bank Guarantor or any substantial part of its properties, or (C) take corporate action in furtherance of any such action; or (i) 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). (j) 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). (kf) The Bank Guaranty event set forth on Schedule 13.2(f) 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 Guarantyhave occurred.

Defaults by Bank. The occurrence of any one or more of the following events (regardless of the reason therefortherefore) shall constitute an event of default by Bank hereunderBank: (a) Bank shall fail fails to settle NMG Charge Transaction Data and make payment in full therefor accordance with Section 7.2, any amount that is not disputed in good faith, within two (2) Business Days after such settlement payment is due pursuant to Section 8.4Company shall have given notice thereof by 5 p.m. Eastern. (b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet when due and payable. (c) Bank shall fail to make payment in full of any amount due to NMG pursuant to Schedule 7.3(c) within two (2) Business Days after such payment is due pursuant to Schedule 7.3(c). (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or more of the NMG Companies when due and payable. (e) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank ParentBank’s regular course of business. (fc) Any The OCC or any other regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank Parent, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank ParentBank, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof. (gd) Any Bank Company or Bank Parent shall (i) consent to the institution of proceedings specified in paragraph (fc) 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 Bank of any substantial part of its properties, or (ii) take corporate or similar action in furtherance of any such action. (he) Bank shall fail (i) fails to meet the approval rate targets and other metrics set forth in Schedule 4.6(c) and such failure shall have resulted in a termination right be adequately capitalized pursuant to capital requirements established from time to time by the terms OCC; and (ii) fails to correct such capital deficiency within thirty (30) days of Section 4.6(c)the required implementation date for the capital requirement. Bank shall notify Company in writing promptly (but in any event, within ten (10) Business Days) after the expiry of Bank’s failure to correct its capital deficiency as provided above. (if) Primary Servicer There 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). (j) As a result of the regulatory status of a Bank Company or Bank Parent be any action, claim or any constraints imposed on a litigation, proceeding, arbitration, investigation or controversy that is adversely determined against Bank Company or Bank Parent by its Affiliates, at law, in equity or otherwise, before any Governmental Authoritycourt, the benefits board, commission, agency or instrumentality of the Program to the NMG Companies are materially diminished any federal, state, or the NMG Companies experience local government, or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, and such determination is final, non-appealable and has a material decline in customer satisfaction, unless such constraint, diminishment or decline would be incapable of being eliminated or mitigated if NMG were and adverse effect on Bank’s ability to terminate perform its obligations under this Agreement and/or repurchase Agreement. [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with 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)Commission. (k) 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.

Defaults by Bank. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an event of default by Bank hereunder: (a) Bank shall fail to settle NMG Belk Charge Transaction Data and make payment in full therefor within two (2) Business Days after such settlement payment is due pursuant to Section 8.48.4 and after Belk shall have given Bank written notice thereof. (b) Bank shall fail to make payment in full of within two (2) Business Days after any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet when is due and payablepayable and after BAR shall have given Bank written notice thereof. (c) Bank shall fail to make payment in full of any amount due to NMG pursuant to Schedule 7.3(c) within two (2) Business Days after such payment any amount due BAR pursuant to Section 9.1(a) is due pursuant to Schedule 7.3(c)and payable and after BAR shall have given Bank written notice thereof. (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee Guaranty to one or more of the NMG Companies BAR when due and payable. (e) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank Parent’s Bank's regular course of business. (f) Any regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank ParentBank, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank ParentBank, and such order shall not be vacated, discharged, stayed or bonded within sixty ninety (6090) days from the date of entry thereof. (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) Bank shall fail to meet Any occurrence of the approval rate targets and other metrics event set forth in on Schedule 4.6(c) and such failure shall have resulted in a termination right pursuant to the terms of Section 4.6(c15.2(h). (i) Primary Servicer There shall fail to meet one or more SLAs expressly giving rise to the right to terminate hereunder in accordance with Section 7.3 and be a Bank Event of Default as set forth on Schedule 7.3(c7.3(a). (j) 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 Bank's ability to perform under the Program to the NMG Companies are is materially diminished or the NMG Companies experience Parent experiences a material decline in customer satisfaction, unless and (i) such constraint, diminishment diminished performance or decline would in customer satisfaction shall remain unremedied for a period of thirty (30) days after the other Party shall have given written notice thereof specifying the nature of such diminished performance or decline in customer satisfaction in reasonable detail, provided, that if such diminished performance or decline in customer satisfaction cannot be incapable cured in a commercially reasonable manner within such time, such diminished performance or decline in customer satisfaction shall not constitute a Bank Event of being eliminated Default if Bank shall have initiated and diligently pursued a cure within such time and such cure is completed within ninety (90) days from the date of written notice regarding such diminished performance or mitigated if NMG were to terminate this Agreement and/or repurchase decline in customer satisfaction, and (ii) such diminished performance or decline in customer satisfaction shall either have a material adverse effect on the licensed marks of Parent and its Affiliates, or materially diminish the economic value of 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)Belk. (k) 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. (l) There shall be a Bank Event of Default as set forth on Schedule 7.9. (m) There shall be a Bank Event of Default as set forth in the Transition Plan.

Defaults by Bank. The occurrence of any one or more of the events set forth on Schedule 14.2 or the following events (regardless of the reason therefor) shall constitute an event Event of default Default by Bank hereunder: (a) Bank shall fail to settle NMG Pier 1 Charge Transaction Data and make payment in full therefor within two (2) Business Days after such settlement payment is due pursuant to Section 8.4. (b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet within ten (10) Business days of when due and payable. (c) Bank shall fail to make payment in full of any other amount due from Bank to NMG pursuant to Schedule 7.3(c) Pier 1 within two five (25) Business Days after such payment is due pursuant to Schedule 7.3(c). (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or more of the NMG Companies when due and payable. (ed) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank ParentBank’s regular course of business. (fe) Any regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank ParentBank, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank Parentthe Bank, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof. (gf) Any Bank Company or Bank Parent shall (i) consent to the institution of proceedings specified in paragraph (fe) 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) Bank shall fail to meet the approval rate targets and other metrics set forth in Schedule 4.6(c) and such failure shall have resulted in a termination right pursuant to the terms of Section 4.6(c). (i) 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). (j) 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). (k) 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.

Defaults by Bank. The occurrence of any one or more of the events set forth on Schedule 14.2 or the following events (regardless of the reason therefor) shall constitute an event Event of default Default by Bank hereunder: (a) Bank shall fail to settle NMG Pier 1 Charge Transaction Data and make payment in full therefor within two (2) Business Days after such settlement payment is due pursuant to Section 8.4. (b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet or Yearly Settlement Sheet within ten (10) Business Days of when due and payable. (c) Bank shall fail to make payment in full of any other amount due from Bank to NMG pursuant to Schedule 7.3(c) Pier 1 within two five (25) Business Days after such payment is due pursuant to Schedule 7.3(c). (d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or more of the NMG Companies when due and payable. (ed) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as they become due or there shall be a substantial cessation of such Bank Company’s or Bank ParentBank’s regular course of business. (fe) Any regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank ParentBank, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank Company or Bank Parentthe Bank, and such order shall not be vacated, discharged, stayed or bonded within sixty (60) days from the date of entry thereof. (gf) Any Bank Company or Bank Parent shall (i) consent to the institution of proceedings specified in paragraph (fe) 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) Bank shall fail to meet the approval rate targets and other metrics set forth in Schedule 4.6(c) and such failure shall have resulted in a termination right pursuant to the terms of Section 4.6(c). (i) 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). (j) 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). (k) 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.