Document 3QD5Yr0Q26431XDoz4d3Gpn2a

MAFCO CONSOLIDATED GROUP INC (Form. 10-K, Received: 03/28/1997 00 0.. Page 104 of 116 C. In the event the Arbitration Parties cannot reach agreement on the single arbitrator within the time frame set forth in subparagraph (B) hereof, each side shall, within two (2) -34- business days following the expiration of the period in subparagraph (B) hereof, nominate a former judge, whose sole function shall be to confer with the other former judge for the purpose of selecting another former judge who shall act as the single arbitrator in the dispute In the event that any of the Arbitration Parties fails to make the nomination required by this subparagraph, the remaining nommee (s) shall select a single, neutral arbitrator. The respective nominees shall be instructed to confer and select an arbitrator within five (5) business days of the final nomination to be announced Upon selection of the arbitrator, the nominees shall advise the parties of the identity of the arbitrator by written notice transmitted by overnight courier. D Within thirty (30) days of the date of the written notice of the appointment of the arbitrator, each party shall produce to all other Arbitration Parties all documents in its possession, custody or control relevant to the issues that are the subject of the arbitration as well as the name and address of each individual likely to have relevant information not otherwise available relating to those issues E Each side may take up to four (4) depositions, each consisting of no more than six (6) hours of direct examination and two (2) hours of cross-examination. The Arbitration Parties shall cooperate so that said depositions shall be completed no more than sixty (60) days after the date of -35- the written notice of the appointment of the arbitrator Nothing in this subparagraph shall preclude any party from making an application to the arbitrator to allow additional depositions and/or third-party subpoenas for documents or depositions, provided that any such discovery is completed within the sixty (60) day period provided herein. F. The arbitrator is vested with jurisdiction to order, enforce, modify or limit any discovery obligations contemplated hereunder G. Except as provided in subparagraphs (D) and (E) hereof, no discovery may be had. H. Each side shall provide to the arbitrator, not later than eighty (80) days after the date of the written notice of his or her appointment, a statement, including all supporting documents or other evidence on which it relies, as to why it believes that the dispute should be resolved m its favor. Such matenals and any other materials provided to the arbitrator by any party will simultaneously be provided by such party to all other parties Within fifteen (15) days after submission of such statements by all sides, the arbitrator shall hold a hearing with respect to the dispute At such hearing, the arbitrator may, in his or her sole discretion, allow the parties to call and cross-examine witnesses, make any additional arguments or submit any additional matenals to support the positions taken in their respective statements Although the arbitrator is urged to -36- http://www edgarpro com/EFX dll/EDGARpro dll?FetchFihngHTMLPID=969943&Ses . 10/19/2003