EFTA01450061.pdf

"Payee" has the meaning specified in Section 6(f). "Payer" has the meaning specified in Section 6(0. "Potential Event ofDefault" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "Proceedings" has the meaning specified in Section 13(b). "Process Agent" has the meaning specified in the Schedule. "rate ofexchange" includes, without limitation, any premhuns and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. "Relevant Jurisdiction" means, with respect to a party. the jurisdictions (a) in which the party is incorporated, organised. managed and controlled or considered to have its seat. (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the µarty executes this Agreement and (d) in relation to any payment, from or through which such payment is made. "Schedule" has the meaning specified in the preamble. "Scheduled Settlement Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. "SpecifiedEntity" has the meaning specified in the Schedule. "Specified Indebtedness" means, subject to the Schedule, any obligation (whether present or future, contingent or otheiwise, as principal or surety or otherwise) in respect of borrowed money. "Specified Transaction" means, subject to the Schedule. (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction under this Agreement but (i) which is a rate swap transaction, swap option basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction currency option credit protection transaction credit swap, credit default swap, credit default option. total return swap. credit spread transaction, repurchase transaction reverse repurchase transaction, buy/sell-back transaction, securities lending transaction. weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including ternis and conditions incorporated by reference in such agreement) and which is a forward, swap, future. option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made. (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. "Stamp Tax" means any stamp. registration documentation or similar tax. "Stamp Tax Jurisdiction" has the meaning specified in Section 4(e). 26 ISDAGP 2002 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105577 CONFIDENTIAL SONY GM_00251761 EFTA01450061