EFTA01449799

DRAFT Party required to deliver Form/Document/ document Certificate Party A and Party B Party B Party B Party A and Party B Part 4. Miscellaneous. trust indenture, corporate charter, limited partnership agreement. and the by-laws or other similar documents, instruments or other organizational and constituent documents of Party B as applicable (the "Operative Documents"). A copy of the most merit annual report containing consolidated financial statements of each party or its Credit Support Provider. if any, and such other public information respecting the condition or operations, financial or otherwise of such party or its Credit Support Provider, if any, as the other party may reasonably request from time to time. A copy of (i) the resolution of the Board of Directors of Party B approving the entering into of this Agreement and the Transactions contemplated hereby, (ii) the resolution of the Board of Directors of Party B's Credit Support Provider (if any) approving the delivery to Party A of the Credit Support Document and (iii) a copy of the constituent documents of Party 13 and Party Rs Credit Support Provider (if any), in each case certified by an authorised officer of Party B or the Credit Support Provider (as the case may be) that such documents arc in full force and effect. A legal opinion in a form satisfactory to Party A with respect to Party B. A duly executed and delivered copy of the Credit Support Document Date by which to be delivered Promptly after request by the other party. Upon execution of this Agroment. Upon execution of this Agreement and any Credit Support Document As of execution of this Agreement Covered by Section 3(d) Representation Yes Yes No Yes (a) Address for Notices. For the purpose of Section I2(a) of this Agreement. the addresses for notices and communications to Party A and Party B shall be as follows: (i) TO PARTY A: 34 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SONY GM_00251452 DB-SDNY-0105268 EFTA01449799