EFTA01450056.pdf

14. Definitions As used in this Agreement:— "AdditionalRepresentation" has the meaning specified in Section 3. "Additional Termination Event" has the meaning specified in Section 5(b). "AffectedParty" has the meaning specified in Section 5(b). "Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event. Tax Event or Tax Event Upon Merger. all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majcurc Event under Section 5(bXii)(2), means all Transactions unless the relevant Credit Support Document references only certain Transactions, in which cast those Transactions and. if the relevant Credit Support Document constitutes a Confmnation for a Transaction. that Transaction) and (b) with respect to any other Termination Event, all Transactions. "Affiliate" means. subject to the Schedule. in relation to any person. any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or am entity directly or indirectly under conunon control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "Agreement" has the meaning specified in Section 1(c). "Applicable Close-out Rate" means:— (a) in respect of the determination of an Unpaid Amount:— (i) in respect of obligations payable or deliverable (or which would have been but for Section 2(aXiii)) by a Defaulting Party, the Default Rate; (ii) in respect of obligations payable or deliverable (or which would have been but for Section 2(aXiii)) by a Non-defaulting Party, the Non-default Rate; (iii) in respect of obligations deferred pursuant to Section 5(d). if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate: and (iv) in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and (b) in respect of an Early Termination Amount:— (i) for the period from (and including) the relevant Earl• Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:— (1) if the Early Termination Amount is payable by a Defaulting Party, the Default Rate: (2) if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate: and (3) in all other cases, the Applicable Deferral Rate; and 21 ISDA* 2002 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105572 CONFIDENTIAL SONY GM_00251756 EFTA01450056