EFTA01449997.pdf

DRAFT Party required to deliver Form/Document/ Date by which to be Covered by Section document Certificate delivered 3(d) Representation Party A and Party B Evidence of the authority, Upon or prior to the Yes incumbency and specimen execution and delivery of this signature of each person executing Agreement and with respect this AgILLIM.Ill or any to any Confirmation upon Confirmation. Credit Support request by the other party. 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. Party Its most recent As of execution of this Yes Corporate Charter and Articles of Agreement, or upon any Formation.. material change in such documents. Party A and Party B A copy of the most recent annual Promptly after request by the Yes report containing consolidated other party. financial statements of each party or its Credit Support Provider, if any, and such other public information respecting the condition or operations, fmancial or othenvise of such party or its Credit Support Provider, if any, as the other party may reasonably request front time to time. Party II A copy of (i) the resolution of Upon execution of this Yes the Board of Directors ofParty Agreement. B approving the entering into of this Agreement and the Transactions contemplated hereby, (ii) the resolution of the Board of Directors ofParty 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 B and Party B's Credit Support Provider (if any). in each case certified by an authoriaxl officer of Party B or the Credit Support Provider (as the case may be) that such documents are in full force and effect. Party B A legal opinion in a form Upon execution of this No satisfactory to Party A with respect Agreement and any Credit to Party B. Support Document 34 Contidcntial CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105508 CONFIDENTIAL SONY GM_00251892 EFTA01449997