Document 2qx4ygz2pGYYxjxX5Vv3Qoe9r

MAFCO CONSOLIDATED GROUP INC (Form- 10-K, Received 03/28/1997 00.0 .. Page 103 of 116 (2) If KREG breaches this Agreement, notwithstanding paragraph 4 of this Agreement, KREG shall assume sponsorship of the Plan and/or liability for any claims or obligations in respect of, or arising because of the satisfaction by any means of any underfunding or other liabilities of, the Plan. 13. Fees and Costs Each party shall bear its own costs and attorneys' fees incurred with respect to the preparation and negotiation of this Agreement and the settlement herein contamed 14. Entire Agreement. This Agreement contains the entire understanding and agreement among the Parties with respect to the Disputes, the Pension Agreement, the Henley Properties Category -32- and the matters referred to m this Agreement and supersedes any and all the other agreements, understandings, negotiations or discussions, either oral or in writing, express or implied among the Parties with respect to the Disputes, the Pension Agreement, the Henley Properties Category and such matters All prior agreements not specifically superseded by this Agreement between or among the Parties, including without limitation the Assignment and Assumption Agreement, remam in full force and effect except as specifically modified by this Agreement 15. Bindmg on Successors and Others. This Agreement and the covenants and conditions contamed herein shall be bindmg upon and mure to the benefit of the Parties and their administrators, executors, conservators, trustees, legal representatives, successors and assigns Nothing m this Agreement other than any release or indemnity set forth anywhere in this Agreement shall create a benefit in any third party 16. Construction. The Parties participated jointly m the preparation of this Agreement Each Party to this Agreement has had the opportunity to review, comment upon and redraft this Agreement It is agreed that no rule of construction shall apply against any Party or m favor of any Party. This Agreement shall be construed as if the Parties jointly prepared this Agreement, and any uncertainty and ambiguity shall not be interpreted against any one Party as the draftsman -33- 17. Arbitration. Except in the event that any Party commences or has commenced against it any bankruptcy case or insolvency proceeding, in which event this paragraph 18 shall become null and void and of no further force or effect, and notwithstanding any provision of the agreement dated February 3, 1995 by and among MAFCO, WTI and KREG, in the event of any future dispute arising out of this Agreement, said dispute shall be resolved by arbitration conducted in accordance with the following. A Arbitration may be initiated by any Party by serving a written demand for arbitration on all Parties to the dispute that is the subject matter of the arbitration (together with the initiating party, the "Arbitration Parties") Said demand shall state with reasonable specificity the issues to be arbitrated B The arbitration shall be conducted in either New York or California at the election of the petitioner, or at such other location as the Arbitration Parties may agree, before a smgle arbitrator who shall be a former federal or state judge Said arbitrator shall be selected by agreement of the Arbitration Parties with five (5) business days of receipt by the respondent(s) of the demand of arbitration. http //www.edgarpro com/EFX_dll/EDGARpro dlUFetchFihngHTML 1 ?ID=969943&Ses . 10/19/2003