EFTA01353588.pdf

(kk) "Purchase Date". with respect to any Transaction, the date on which Purchased Securities are to be sold by Seller to Buyer in relation to that Transaction; (II) "Purchase Price", on the Purchase Date, the price at which Purchased Securities are sold or are to be sold by Seller to Buyer; (mm) "Purchased Securities", with respect to any Transaction, the Securities sold or to be sold by Seller to Buyer under that Transaction, and any New Purchased Securities transferred by Seller to Buyer under paragraph 8 in respect of that Transaction; (nn) "Receivable Securities", the meaning specified in paragraph 10; (oo) "Repurchase Date", with respect to any Transaction, the date on which Buyer is to sell Equivalent Securities to Seller in relation to that Transaction; (pp) "Repurchase Price". with respect to any Transaction and as of any date, the sum of the Purchase Price and the Price Differential as of such date; (qq) "Special Default Notice", the meaning specified in paragraph 14; (rr) "Spot Rate; where an amount in one currency is to be converted into a second currency on any date, unless the parties otherwise agree, the spot rate of exchange quoted by Barclays Bank PLC in the London inter-bank market for the sale by it of such second currency against a purchase by it of such first currency; (ss) "TARGET", the Trans-European Automated Real-time Gross Settlement Express Transfer System; "Term", with respect to any Transaction, the interval of time commencing with the Purchase Date and ending with the Repurchase Date; ' (uu) "Termination", with respect to any Transaction, refers to the requirement with respect to such Transaction for Buyer to sell Equivalent Securities against payment by Seller of the Repurchase Price in accordance with paragraph 3(f), and reference to a Transaction having a "fixed term" or being "terminable upon demand" shall be construed accordingly; (vv) "Transaction Costs", the meaning specified in paragraph 10; (ww) "Transaction Exposure", with respect to any Transaction at any time during the period from the Purchase Date to the Repurchase Date (or, if later, the date on which Equivalent Securities are delivered to Seller or the Transaction is terminated under paragraph t0(g) or 10(h)). the difference between (i) the Repurchase Price at such time multiplied by the applicable Margin Ratio (or, where the Transaction relates to Securities of more than one description to which different Margin Ratios apply, the amount produced by multiplying the Repurchase Price attributable to Equivalent Securities of each such description by the applicable Margin Ratio and aggregating the resulting amounts, the Repurchase Price being for this purpose attributed to Equivalent Securities of each such description in the same proportions as those in which the Purchase Price was apportioned among the Purchased Securities) and (ii) the Market Value of Equivalent Securities at such time. If (i) is greater than (ii), Buyer has a Transaction Exposure for that Transaction equal to that excess. If (ii) is greater than (i), Seller has a Transaction Exposure for that Transaction equal to that excess; and (xx) except in paragraphs 14(bX0 and IS, references in this Agreement to "written" communications and communications "in writing" include communications made through any electronic system agreed between the parties which is capable of reproducing such communication in hard copy form. .3. Initiation: Confirmation: Termination (a) A Transaction may be entered into orally or in writing at the initiation of either Buyer or Seller. (b) Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party written confirmation of such Transaction (a "Confirmation"). CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038025 CONFIDENTIAL SONY GM_00184209 EFTA01353588