EFTA01449846

(e) Valuation and Timing. (i) "Valuation Agent" means: Party A. (ii) "Valuation Date" means: Any Local Business Day. (iii) "Valuation Time" means: the close of business in the city of the Valuation Agent on the Valuation Date or date of calculation, as applicable; R1 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): Parry A Party B Illegality IX] [X] Tax Event I 1 I ] Tax Event Upon Merger I 1 I 1 Credit Event Upon Mager IX] [X] The Additional Termination Events IX] [X] mocified in Pan I (other than an Elective Termination) of the Schedule to this Agimunnt or any event which. with the giving of notice or the lapse of time or both. ;mild constitute an Additional Termination Event. (e) Substitution. (i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii). (ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party's consent for any substitution pursuant to Paragraph 4(d): Inapplicable (f) Dispute Resolution. (i) "Resolution Time" 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) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: as set forth for other purposes in Paragraph 12. 13 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105322 CONFIDENTIAL SONY GM_00251506 EFTA01449846