EFTA01449997

DRAFT Party required to deliver document Party A and Party B Party Party A and Party B Party II Form/Document/ Certificate Evidence of the authority, incumbency and specimen signature of each person executing this AgILLIM.Ill 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 Corporate Charter and Articles of Formation.. 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, fmancial or othenvise of such party or its Credit Support Provider, if any, as the other party may reasonably request front 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 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. Date by which to be delivered Upon or prior to the execution and delivery of this Agreement and with respect 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. Party B A legal opinion in a form Upon execution of this satisfactory to Party A with respect Agreement and any Credit to Party B. Support Document 34 Contidcntial Covered by Section 3(d) Representation Yes Yes No Yes Yes CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SONY GM_00251892 DB-SDNY-0105508 EFTA01449997