EFTA01449829.pdf

DRAFT (g) Credit Support Provider. Jeffrey Esptein shall be a Credit Support Provider with respect to Party B for all purposes hereof. (h) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of law doctrine). (i) Multiple Transaction Payment Netting. Multiple Transaction Payment Netting will apply separately as agreed in writing from time to time. (j) Absence ofLitigation. For the purpose of Section 3(c): "SpecifiedEntity" means in relation to Party A, Party A's Affiliates. "SpecifiedEntity" means in relation to Party B. Party B's Affiliates. No Agency. The provisions of Section 3(g) will apply to this Agreement. Additional Representation will apply. For the purpose of Section 3 of this Agreement each of the following will constitute an Additional Representation: (i) Representations of All Parties. Each party will be deemed to represent and warrant to the other party on and as of the date that it enters into a Transaction (which representations and warranties shall be deemed repeated on and as of each date that any Transaction remains outstanding) that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (A) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction: it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered to be investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction. (B) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. (C) Status ofParties. The other party is not acting as a fiduciary for or adviser to it in respect of that Transaction. (iii) Securities Act Representations. Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) that: 36 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105303 CONFIDENTIAL SONY GM_00251487 EFTA01449829