EFTA01450057.pdf

(ii) for the period from (and including) the date (determined in accordance with Section 6(dXii)) on which that amount is payable to (but excluding) the date of actual payment:— (I) if a party fails to pay the Early Termination Amount due to the occurrence of an event or circumstance which would, if it occurred with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and for so long as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance. the Applicable Deferral Rate: (2) if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies), the Default Rate; (3) if the Early Termination Amount is payable by a Non-defaulting Parry• (but excluding any period in respect of which clause (I) above applies), the Non-default Rate: and (4) in all other cases, the Termination Rate. "Applicable DeferralRate" means:— (a) for the purpose of Section 9(hXi)(3XA), the rate certified by the relevant payer to be a rate offered to the payer by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market: (b) for purposes of Section 9(h)(iX3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by the relevant payer to be a rate offered to prime banks by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer after consultation with the other pant•. if practicable. for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market: and (c) for purposes of Section 9(hX1X3)(C) and clauses (aXiv), (bXi)(3) and (bXfiX1) of the definition of Applicable Close-out Rate. a rate equal to the arithmetic mean of the rate determined pursuant to clause (a) above and a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount. "Automatic Earl• Termination" has the meaning specified in Section 6(a). "BurdenedParty" has the meaning specified in Section 5(bXiv). "Change in Tax Law" means the enactment, promulgation. execution or ratification of, or any change in or amendment to. any law (or in the application or official interpretation of any law) that occurs after the parties enter into the relevant Transaction. "Close-out Amount" means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party. the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realised under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of. (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the panics under Section 2(aXi) in respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (asswning satisfaction of the conditions precedent in 22 ISDA* 2002 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105573 CONFIDENTIAL SONY GM_00251757 EFTA01450057