EFTA Document EFTA01450065

(b) "Specified Transadion" [will have the meaning specified in Section 14 of this Agreement.thneans Is (c) The "Cross-Default" provisions of Section 5(a)(vi) [willl[will notJ• apply to Party A noir apply to Party B ("Specified Indebtedness" [will have the meaning specified in Section 14 of this Agreementlimeans I. "Threshold Amount" =EMS (d) The "Credit Event Upon Merger" provisions of Section 5(b)(v) (willJ(will not] apply to Party A n0tJ• apply to Party B (e) The "Automatic Early Termination" provision of Section 6(a) [vvillliwill notr apply to Party A [will][will not'• apply to Party B (f) "Termination Currency" [will have the meaning specified in Section 14 of this Agreement.limeans 1• (g) Additional Termination Event [will][will not]• apply. [The following will constitute an Additional Termination Event: — For the purpose of the foregoing Termination Event, the Affected Party or Affected Parties will be:— Part 2. Tax Representations.ww (a) Payer Representations. For the purpose of Section 3(e) of this Agreement(, Party A and Pam B do not make am rcprcsciations.1[:— [WM (Party Al [and] [Party BI [each' make's] the following representation:— It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to • •• a• •••• Ikletc as applicable. Include if Cross-Default will apply to either Party A or Party B. Include if Additional Tixinination Esau will apply. N.B.: the following representations may need modification if either party is a Multibianch Party. 30 ISDAGP 2002 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105581 CONFIDENTIAL SONY GM_00251765 EFTA01450065