Neiman Marcus 2009 Annual Report Download - page 287

event of a deadlock, the final decision shall rest with NMG in thecase of NMG Matters
and with Bank in the case of Bank Matters, each of which shall, except as otherwise
provided herein, exercise its discretion reasonably and in good faith. In the event that
NMG or Bank shall determine to implement a decision following a deadlock as an NMG
Matter or a Bank Matter, as the case may be, such Party shall provide a written
instrument on or after the Risk Implementation Date of such determination at least one
Business Day prior to implementing such decision. If a deadlock should occur with
respect to a matter that is neither an NMG Matter nor a Bank Matter, the matter shall be
deemed rejected by the Management Committee.
(C) Except in the case of Bank Matters referenced in Section 3.2(g)(ii), (iii), (iv), (vi), (ix),
(x) or (xi), notwithstanding anything to the contrary contained herein, Bank shall not
override any vote of the NMG Designees in a way that would result in any aspect of the
Program being more onerous or less beneficial to the Cardholders or the NMG
Companies than Comparable Partner Programs unless (i) Bank's position on the issue is
required by Applicable Law and (ii) Bank adopts, and certifies to the NMG Companies
that it has adopted, the same position with respect to each of its other Comparable Partner
Programs that are similarly impacted by such Applicable Law or to which such
Applicable Law could similarly be applied.
(iii) Customer Service Disputes. If at any time there shall be a material change in customer dispute
patterns or volume, (A) NMG shall call, and the Parties shall attend, one or more Management Committee
meetings to consider and vote upon a plan to remediate such customer service or other disputes, (B) the
Parties shall negotiate in good faith for a period ending not less than ten (10) days following the date of
such meeting, to arrive at a mutually agreeable remediation plan (or a shorter period if such a remediation
plan is agreed to prior to the tenth (10th) day), and (C) in the event such remediation plan is voted upon and
approved, the Parties shall promptly implement such plan. If such customer service or other disputes
remain uncured on the tenth (10th) day following the implementation of such Management Committee-
approved remediation plan or such other date determined by the Management Committee as reasonably
required to implement such remediation plan, NMG shall call, and the Parties shall attend, one or more
Management Committee meetings to consider and vote upon an alternative plan to remediate such
customer service or other disputes. In the event that the Management Committee is unable to agree to a
plan to remediate such customer service or other disputes within the
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