EFTA01450132

(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 lime" 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 Illegality IX] IX] Tax Event 1 I I Tax Event Upon Merger 1 I 1 Credit Even Upon Slinger IX] IxJ The Additional Termination EWIIIS IXI IX] specified in Pan I (other than an Elective Tauination) of the. Schedule to this Agmernein or any event which. with the giving of notice or the lapse of time or both. notdd constitute an Ad& lona! Termination Event. (c) Substitution (i) "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 (I) Dispute Resolution "Resolution Tune" means 1:00 p.m., New York time, on the Local Business Day follouing 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-0105657 CONFIDENTIAL SONY GM_00251841 EFTA01450132