EFTA01353598.pdf

The non-Defaulting Party may sign a written notice (a "Special Default Notice") which - (aa) specifies the relevant event referred to in paragraph 10(a) which has occurred in relation to the Defaulting Party: (bb) states that the non-Defaulting Patty, having made all practicable efforts to do so, including having attempted to use at least two of the methods specified in subparagraph (bXii), (iii) or (v). has been unable to serve a Default Notice by one of the methods specified in those subparagraphs (or such of those methods as are normally used by the non-Defaulting Party when communicating with the Defaulting Party); (cc) specifies the date on which, and the time at which, the Special Default Notice is signed by the non-Defaulting Party; and (dd) states that the event specified in accordance with subparagraph (act) above shall be treated as an Event of Default with effect from the date and time so specified. On the signature of a Special Default Notice the relevant event shall be treated with effect from the date and time so specified as an Event of Default in relation to the Defaulting Party, and accordingly references in paragraph 10 to a Default Notice shall be treated as including a Special Default Notice. A Special Default Notice shall be given to the Defaulting Party as soon as practicable after it is signed. (d) Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 15. Entire Agreement; Severability This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for Transactions. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 16. Non-assignabllity; Termination (a) Subject to subparagraph (b) below, neither party may assign. charge or otherwise deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations under this Agreement or under any Transaction without the prior written consent of the other party. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the panics and their respective successors and assigns. (b) Subparagraph (a) above shall not preclude a party from assigning. charging or otherwise dealing with all or any part of its interest in any sum payable to it under paragraph 10(c) or (f) above. (c) Either party may terminate this Agreement by giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding. (d) All remedies hereunder shall survive Termination in respect of the relevant Transaction and termination of this Agreement. (e) The participation of any additional member State of the European Union in economic and monetary union after I January 1999 shall not have the effect of altering any term of the Agreement or any Transaction, nor give a party the right unilaterally to alter or terminate the Agreement or any Transaction. 17. Governing Law This Agreement shall be governed by and construed in accordance with the laws of England. Buyer and Seller hereby irrevocably submit for all purposes of or in connection with this Agreement and each Transaction to the jurisdiction of the Courts of England. Party A hereby appoints the person identified in Annex I hereto as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Party A shall promptly appoint, and notify Party B of the identity of, a new agent in England. Party B hereby appoints the person identified in Annex I hereto as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Party B shall promptly appoint, and notify Party A of the identity of, a new agent in England. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038037 CONFIDENTIAL SONY GM_00184221 EFTA01353598