Mattel Motion for Appointment of Receiver

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07209/2744159.4

MATTEL’S EX PARTE APPLICATION

QUINN EMANUEL URQUHART OLIVER&HEDGES,LLPJohn B. Quinn (Bar No.090378)(johnquinn@quinnemanuel.com)Michael T. Zeller (Bar No.196417)(michaelzeller@quinnemanuel.com)Jon D. Corey (Bar No.185066)(joncorey@quinnemanuel.com)865South Figueroa Street, 10thFloor LosAngeles, California 90017-2543Telephone:(213)443-3000Facsimile:(213)443-3100Attorneys for Mattel,Inc.UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIAEASTERN DIVISIONCARTER BRYANT, an individual,Plaintiff,vs.MATTEL, INC., a Delawarecorporation,Defendant.AND CONSOLIDATED ACTIONSCASE NO.CV 04-9049 SGL (RNBx)Consolidated withCase No.CV 04-09059Case No.CV 05-02727

MATTEL, INC.’S

EX PARTE

APPLICATIONFOR APPOINTMENT OF A RECEIVER FOR MGA OR FOR ALTERNATIVE RELIEF; ANDMEMORANDUM OF POINTS ANDAUTHORITIES

[Declaration of Michael T. ZellerandProposed Order filed concurrently]

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07209/2744159.3

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MATTEL’S EX PARTE APPLICATION

Mattel,Inc. (“Mattel”) hereby respectfully applies

exparte

, pursuant toFed.R. Civ. P.66 andLocal Rule7-19, for an Order Appointing a Receiver for MGAEntertainment, Inc., or for alternative relief, including without limitation for expedited discovery.Mattel makes this Application on the grounds that MGA has filed, both in thisCourt andin the Ninth Circuit, stay applications based on MGA's claims of imminent financial insolvency, including for reasons that MGA admits are unrelatedto the prospect of injunctive relief. Regardless of whether MGA's assertions arecredited, MGA's repeated,conflicting assertions about its financial condition raiseserious doubts about its ability to (a) pay the Phase 1 trial damages award and anyaward rendered in Phase 2 trial to Mattel and (b) maintain and preserve the Bratzintellectual property that thejury and this Court determined are Mattel's.Furthermore, there is mounting evidence that MGA and Larian have engaged inquestionable business arrangements and failed to disclose to the Court and Mattelsignificant financial information, including the identity of the ultimate source of thefunding that MGA has been receiving since Phase 1B from a series of off-shore,non-operating entities. A receiver should be appointed, and MGA and Larianshould be ordered to pay the costs and fees associated with the receiver.Alternatively, Mattel seeks leave to take expedited discovery into this subjectmatter.Good cause exists to seek this relief on an

ex parte

basis. MGA claims thatits demise is imminent, and Mattel recently learned of additional questionable practices by MGA and Larian. Although Mattel has also asked for the appointmentofa receiver as a condition for any stay pending appeal, this Application seeksappointment of a receiver regardless of the outcome of MGA's stay applications andfurther reliefsuchas expedited discovery.Pursuant to Local Rule7-19, on December 24, 2008, Mattel's counsel gavenotice of this Application and the relief being sought to counsel for the MGA

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MATTEL’S EX PARTE APPLICATION

Parties, Jason Russell of Skadden, Arps, Slate, Meagher & Flom LLP (telephone:213-687-5000; address: 300 South Grand Avenue, Suite 3400, Los Angeles,California 90071). Counsel for defendants stated that the MGA Parties oppose thisApplication.This Application is based on this Notice of Application, the accompanyingMemorandum of Points and Authorities, the Declaration of Michael T. Zeller (andits exhibits) filed concurrently herewith, the lodged Declarations of Michael J.Wagner and Jon D. Corey, the records and files of this Court, including withoutlimitation the Phase 1 trial record, and all other matters of which the Court may take judicial notice.DATED: December 28, 2008QUINN EMANUEL URQUHART OLIVER&HEDGES,LLPBy/s/ Michael T. Zeller Michael T. Zeller Attorneys for Mattel,Inc.

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