Coach 2013 Annual Report Download - page 161

(f) The provisions of this Section 3.9 shall survive the Closing, the termination of this Agreement and/or the redemption or
withdrawal of the Coach Member from the Company.
3.10. Arbitration.
(a) If a dispute arises that the Members are unable to resolve and for which this Agreement provides resolution by Arbitration or
pursuant to the provisions of this Section 3.10, then, in any such case, the Coach Member or the Fund Member shall present the dispute to the arbiters
identified in Exhibit P attached hereto (each, an “Arbiter”), who are listed in the order of priority (i.e., the second individual serves only if the first is not
available and the third individual serves only if the first and second are not available) and who will resolve the dispute as provided in this Section 3.10. If one
from among the panel of Arbiters resigns or becomes unable to serve hereunder, a successor individual shall be selected by the parties hereto. Except during the
pendency of an arbitration proceeding pursuant to the procedures contained herein, either party may, by written notice to the other, disqualify any of the
Arbiters for reasonable cause and propose additional arbitrators to be Arbiters to be agreed upon by the parties hereto.
(b) A party (“Disputing Party”) may submit a request for resolution of a dispute (a “ Dispute”) pursuant to the provisions of this
Agreement by giving a written notice to of the Dispute (a “ Dispute Notice”) to the other party to the Dispute (the “ Other Disputing Party”) and to the Arbiter,
which Dispute Notice shall identify the provision of the Agreement at issue and shall specify in reasonable detail: (i) the nature of the dispute and the
interpretation or decision requested; (ii) the party’s proposal to resolve the dispute; and (iii) a written explanation of its position, together with any materials
that it deems relevant for such purpose.
(c) Within five (5) Business Days after receiving the Dispute Notice, the Other Disputing Party to the Dispute shall have the right to
deliver to the Arbiter, with a copy to the Disputing Party, its written statement setting forth (i) its position in reasonable detail with respect to the matters in
Dispute, (ii) its proposal to resolve the dispute, and (iii) a written explanation of its position, together with any materials that it deems relevant for such
purpose. The Arbiter shall coordinate among the Disputing Party and the Other Disputing Party in order to arrange for a time or time(s) to meet and present
positions within the time deadlines as provided below. The Disputing Party and the Other Disputing Party shall each make themselves available during such
time deadlines and if no mutually convenient time is agreed upon, each party shall be available during business hours on the last Business Day of such time
deadline.
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