EFTA01450063.pdf

compensation in respect of that obligation or deferred obligation as the case may be, pursuant to Section 9(h)(ii)(l) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally scheduled date for deliver•. in good faith and using commercially reasonable procedures. by the party obliged to mike the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined b• both parties. "Waiting Period" means:— (a) in respect of an event or circumstance under Section S(bXi), other than in the case of Section 5(b)(i)(2) where the relevant payment. delivery• or compliance is actually required on the relevant day (in which case no Waiting Period will apply). a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance: and (b) in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment. delivery• or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. (Name of Party) (Name of Party) By: By: Name: Name: Tide: Tide: Date: Date: ISDA* 2002 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105579 CONFIDENTIAL SONY GM_00251783 EFTA01450063