Neiman Marcus 2009 Annual Report Download - page 286

deliver such a notice with respect to a Management Committee meeting at which a modification to the Risk
Management Policies will be considered and (B) the Management Committee shall not be required to
consider or vote upon a modification to the Risk Management Policies proposed by Bank, in either case
unless the meeting at which such matter would be considered would be scheduled to occur on or after the
Risk Implementation Date. Except to the extent expressly provided in this Agreement, the Management
Committee (and any subcommittee formed by it) shall determine the frequency, place (in the case of
meetings in person) and agenda for its meetings, the manner in which meetings shall be called and all
procedural matters relating to the conduct of meetings and the approval of matters thereat.
(ii) Actions.
(A) Management Committee and subcommittee action shall be taken by majority vote of the
committee members constituting the full committee (including any vacancies).
(B) If a majority of the Management Committee members constituting the full Management
Committee (including any vacancies) fail to agree on any matter of significance to the
Program (an "Unapproved Matter") within ten (10) Business Days after the relevant
initial vote (and in the case of a subcommittee vote, the Management Committee has
attempted to resolve such matter for at least ten (10) Business Days after the relevant
subcommittee vote and has failed to do so), then initially the Chief Executive Officer of
HSBC Card & Retail Services and Senior Vice President, General Counsel and Secretary
of NMG (or any other similarly ranking officer of Bank or NMG, as the case may be,
who is not a Management Committee member and shall have been designated in writing
by NMG or Bank, as applicable, to the other Party) shall in good faith attempt to resolve
the matter. Any such resolution by such senior officers shall be deemed to be the action
and approval of the Management Committee for purposes of this Agreement. If after ten
(10) Business Days, the Unapproved Matter remains unresolved by such senior officers
of NMG and Bank, the failure to agree shall constitute a deadlock. Notwithstanding the
foregoing provisions of this Section 3.2(e)(ii)(B), in the case the Unapproved Matter is a
Bank Matter described in Section 3.2(g)(ii), (iii), (iv), (vi), (ix), (x) or (xi), the foregoing
dispute resolution process shall not apply and, the initial failure of the Management
Committee to agree on such matter by majority vote shall constitute a deadlock. In the
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