EFTA01450018.pdf

DRAFT delivered pursuant to section forms are prescribed by law to 1471(b) or section 1472(bX1) be supplied and otherwise at of the Internal Revenue Code the time or limes reasonably, of 1986 or to any other requested by the other party, domestic or international law but in no event before the Or intergovernmental form and content of such agreement which brings such forms or other documentation sections into force in the arc made known by the IRS. Relevant Jurisdictions, as amended, and any other documentation reasonably requested by the other party as it relates thereto. (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 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 mcsµa.t this Agreement 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 B Its most recent As of execution of this Yes Certificate of Formation and Agreement, or upon any Operating Agreement. 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, financial or otherwise of such party or its Credit Support Provider, if any, as the other party may reasonably request from time to time. Party B A copy of (i) the raolution 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 34 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105531 CONFIDENTIAL SONY GM_00251715 EFTA01450018