EFTA01365280.pdf

6. The purchaser acknowledges that it is its intent and that it understands it is the intent of the Issuer that, for purposes of U.S. federal income tax, state and local income and franchise tax and any other income taxes. the Issuer will be treated as a corporation, the Senior Notes will be treated as indebtedness for U.S. federal income tax purposes and the Income Notes (in the absence of an administrative determination or judicial ruling to the contrary) will be treated as equity in the Issuer. the purchaser agrees to such treatment and agrees to take no action inconsistent with such treatment. 7. The purchaser is not purchasing the Notes in order to reduce any United States federal income tax liability or pursuant to a tax avoidance plan. In the case of a purchaser that is a bank (as defined in Section 881(c)(3XA) of the Code) or an affiliate of such a bank the purchaser (a) is acquiring the Notes as a capital markets investment and will not for any purpose treat the assets of the Issuer as loans acquired in its banking business and (b) has not proposed or identified. and will not propose or identify, any security or loan for inclusion in the Collateral. 8. In the case of any purchaser that is not a United States person (as defined in Section 7701(aX30) of the Code), it is not a bank (as defined in Section 881(cX3)(A) of the Code) or an affiliate of such a bank, unless the purchaser is a person that is eligible for benefits under an income tax treaty with the United States that eliminates United States federal income taxation of United States source interest not attributable to a permanent establishment in the United States. 9. It is aware that. except as otherwise provided in the Indenture, the Notes being sold to it will be represented by one or more Global Notes, and that beneficial interests therein may be held only through DTC. 10. It acknowledges that no governmental agency has passed upon the Notes or made any finding or determination as to the fairness of an investment in the Notes. 11. It acknowledges that certain persons or organizations will perform services on behalf of the Co- Issuers and will receive fees and/or compensation for performing such services as described in this Offering Circular and the Indenture. 12. It acknowledges that the Notes do not represent deposits with or other liabilities or obligations of. and are not guaranteed or endorsed by, the Placement Agent, the Initial Purchaser, the Collateral Manager, the Trustee, the Collateral Administrator or any of their respective Affiliates or any entity related to any of them or any other holder of Notes. It acknowledges that none of such persons will, in any way, be responsible for or stand behind the value or the performance of the Notes. It acknowledges that purchase of Notes involves investment risks including possible delay in payment of distributions and loss of income and principal invested. 13. It understands that the Co-Issuers, the Trustee, the Collateral Manager, thc Initial Purchaser, the Placement Agent. the Collateral Administrator and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance. Transients of Interests in Senior Notes in the Fonts of Regulation S Global Notes Each initial purchaser and subsequent transferee who is purchasing an interest in a Senior Note in the form of a Regulation S Global Note will be deemed to have made the representations set forth in paragraphs 2.3. 4, 6, 7. 8. 10. II and 12 above and in addition to have further represented and agreed as follows: 1. It is aware that the sale of Notes to it is being made in reliance on the exemption from registration provided by Regulation S and understands that the Notes offered in reliance on Regulation S will bear the legend set forth above. It and each beneficial owner of its Notes is not, and will not be, a U.S. Person as defined in Regulation S under the Securities Act, and its purchase of the Notes will comply with all applicable laws in any jurisdiction in which it resides or is located. In addition, it represents and warrants that it will (i) provide notice to any subsequent transferee of the transfer restrictions provided in such legend and in the Indenture. (ii) hold and transfer its beneficial 64 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055968 CONFIDENTIAL SONY GM_00202152 EFTA01365280