EFTA01450009.pdf

(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(fi), the Value of Posted Credit Support will be calculated as follows: as set forth for other purposes in Paragraph 12. (iii) Alternative. The provisions of Paragraph 5 will apply, except to the following extent: (A) pending the resolution of a dispute, Transfer of the undisputed Value of Eligible Credit Support or Posted Credit Support involved in the relevant demand will be due as provided in Paragraph 5 if the demand is given by the Notification Time, but will be due on the second Local Business Day after the demand if the demand is given after the Notification Time; and (B) the Disputing Party need not comply with the provisions of Paragraph 5(11)(2) if the amount to be Transferred does not exceed the Disputing Party's Minimum Transfer Amount. (g) Holding and Using Posted Collateral (i) Eligibility to HoldPosted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (A) Party A is not a Defaulting Party. (B) Posted Collateral may be held only in the following jurisdictions: Posted Collateral consisting of certificated securities must be held in New York. Initially, the Custodian for Party A is: Deutsche Bank AG New York Branch. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (A) Party B is not a Defaulting Party. (B) Posted Collateral consisting of certificated securities must be held in New York. (C) In the event that the Custodian holds Posted Collateral, the long-terra unsubordinated unsecured debt of the Custodian is rated at least A by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (or any successor thereto) and at least A2 by Moody's Investors Service, Inc. (or any successor thereto). (ii) Use ofPosted Collateral. The provisions of Paragraph 6(e) will apply to Party A and not to Party B. (iii) Collateral Account. All Eligible Collateral received by Party A from Party B (other than Contract Rights and Eligible Accounts) shall be credited to one or more accounts (each, a "Collateral Account") at Party A, or its Custodian, each of which may include property of other parties but will bear a title indicating that the property in such Collateral Account is held as security. Party A shall cause statements concerning the Posted Collateral held in each Collateral Account to be delivered to Party B on request. Nothing in this Paragraph 13(g)(iii) shall be 14 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105521 CONFIDENTIAL SONY GM_00251705 EFTA01450009