EFTA01450101

(c) Valuation and Timing "Valuation Agent" means: Parry• A. "Valuation Date" means: Any Local Business Day. "Valuation lime" means: [ J the close of business in the city of the Valuation Agent on the Valuation Date or date of calculation, as applicable; [X] the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable: provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date. (iv) "Notification Time" means 1:00 pm, New York time, on a Local Business Day. (d) Conditions Precedent and Secured Party's Rights and Remedies Each Termination Event specified below with respect to a party will be a "Specified Condition" for that party (the specified party being the Affected Party if a Termination Event or Additional Termination Event occurs with respect to that party): Party A Party 11 megaliiy (Xl IX] Tax Event 1 I I Tax Event Upon Nfcrger 1 I I Credit Even Upon Stager IX] IXI The Additional Termination Events IXI IX] specified in Pan I (other than an Elective Tr-munition) of the. Schedule to this Agmernein or any event which. with the going of notice or the lapse of time or both. notdd constitute an Ad& lona! Termination Event. (c) Substitution (0 "Substitution Date" has the meaning specified in Paragraph 4(dXii). (ii) Consent. If specified here as applicable, then the Pledger must obtain the Secured Partys consent for any substitution pursuant to Paragraph 4(d): Inapplicable (0 Dispute Resolution "Resolution Tune" means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5. (ii) labia For the purpose of Paragraphs 5(iXC) and 5(ii), the Value of Posted Credit Support will be calculated as follows: as set forth for other purposes in Paragraph 12. 14 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105625 CONFIDENTIAL SONY GM_00251809 EFTA01450101