EFTA01353563.pdf

damage U) Subject to paragraph 10(k). neither party may claim any sum by way of consequential loss or Agreement. in the event ofa failure by the other party to perform any ofits obligations under this (k) (i) Subject to subparagraph (ii) below. if as a result of a Transaction terminating before its agreed Repurchase Dale under paragraphs 10(b). 10(g)(iii) or the non-Defaulting Party. in the cost of paragraph 10(b). Buyer. in the case of paragraph 10(g)(iii), or Seller, in the case of paragraph 100Xiiiblin each case the "first party") incurs any lots or expense in entering into replacement transactions, the other party shall he required to pay to the first party the amount determined by the first party in good faith to be equal to the loss or expense incurred in connection with such replacement transactions (including all fees, costs and other expenses) less the amount of any profit or gain made by that pasty in connection with such replacement transactions: provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the first party to the other part•. Oil If the first party reasonably decides, instead of entering into such replacement transactions. to replace or unwind any hedging transactions which the first party entered into in connection with the Transaction so terminating, or to enter into any replacement hedging transactions, the other party shall be required to pay to the first party the amount determined by the first party in good faith to be equal to the loss or expense incurred in connection with entering into such replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement or unwinding; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the first party to the other party. (I) Each party shall immediately notify the other if an Event of Default. Of an event which. upon the serving of a Default Notice, would be an Event of Default, occurs in relation to it. II. Tax Event (a) This paragraph shall apply if either party notifies the other that - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement): or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax). has or will. in the notifying party's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in subparagraph (aXi) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in subparagraph (a) may. subject to subparagraph (d) below. temiinate the Transaction with effect from a date specified in the notice. not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in subparagraph (a) so elects, it may override that notice by giving a counter-notice to the other party. If a counter-notice is given. the party which gives the counter- notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in subparagraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination. but the other party may not claim any sum by way of consequential loss or damage in itspnet ofa termination in accordance with this paragraph. if In This paragraph is without prejudice to paragraph 6(h) (obligation to pay additional amounts withholding or deduction required); but an obligation to pay such additional amounts may. where appropriate. be a circumstance which causes this paragraph to apply. 15 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0037989 CONFIDENTIAL SONY GM 00184173 EFTA01353563