EFTA Document EFTA01450018

DRAFT delivered pursuant to section 1471(b) or section 1472(bX1) of the Internal Revenue Code of 1986 or to any other domestic or international law Or intergovernmental agreement which brings such sections into force in the Relevant Jurisdictions, as amended, and any other documentation reasonably requested by the other party as it relates thereto. forms are prescribed by law to be supplied and otherwise at the time or limes reasonably, requested by the other party, but in no event before the form and content of such forms or other documentation arc made known by the IRS. (b) For the purposes of Section 4(aXii), the other documents to be delivered (which will be covered by the representation in Section 3(d) of the Agreement if specified) arc: Party required to deliver document Party A and Party B Party B Party A and Party B Party B Form/Document/ Certificate Evidence of the authority, incumbency and specimen signature of each person executing this Agreement or any Confirmation, Credit Support Document or other document entered into in connection with this Agreement on its behalf or on behalf of a Credit Support Provider or otherwise, as the case may be. Its most recent Certificate of Formation and Operating Agreement. A copy of the most recent 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 raolution 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 34 Date by which to be delivered Upon or prior to the execution and delivery• of this Agreement and, with mcsµa.t to any Confirmation upon request by the other party. As of execution of this Agreement, or upon any material change in such documents. Promptly after request by the other party. Upon execution of this Agreement. Covered by Section 3(d) Representation Yes Yes Yes Yes CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SONY GM_00251715 DB-SDNY-0105531 EFTA01450018