EFTA01450047.pdf

(iv) Right to Terminate (I) If:— (A) a transfer under Section 6(bXii) or an agreement under Section 6(bXiii), as the case may be. has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(bXi); or (B) a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax. Event Upon Merger occurs and the Burdened Party is not the Affected Party. the Burdened Party in the case of a Tax Event Upon Merger. any Affected Party in the case of a Tax Event or an Additional Termination Event if there are two Affected Parties, or the Non- affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then continuing, by not more than 20 days notice to the other party. designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (2) If at any time an Illegality or a Forte Majeure Event has occurred and is then continuing and am• applicable Waiting Period has expired:— (A) Subject to clause (B) below, either party may. by not more than 20 days notice to the other party. designate (I) a day not earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination Date in respect of less than all Affected Transactions. Upon receipt of a notice designating an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that sane day as an Early Termination Date in respect of any or all other Affected Transactions. (B) An Affected Party (if the Illegality or Force Majeure Event relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or deliver• under, or to compliance with any other material provision of, the relevant Credit Support Document) will only have the right to designate an Early Termination Date under Section 6(b)(iv)(2XA) as a result of an Illegality under Section 5(bXiX2) or a Force Majeure Event under Section 5(bXii)(2) following the prior designation by the other party of an Early Termination Date, pursuant to Section 6(bXivX2)(A), in respect of less than all Affected Transactions. (c) Effect ofDesignation. (i) If notice designating an Early Termination Date is given under Section 6(a) or 6(b). the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any. payable in respect of an Early Termination Date will be determined pursuant to Sections 6(c) and 9(hXii). 12 ISDATP 2002 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105563 CONFIDENTIAL SONY GM_00251747 EFTA01450047