EFTA01365224.pdf

AVAILABLE INFORMATION The Co-Issuers upon request will deliver to the Holders of the Securities. and make available to prospective purchasers designated by a Holder of Securities, the information requited to be delivered pursuant to Rule 1.44A(d)(1) under the Securities Act. See "Description of the Notes—The Indenture and the Collateral Administration Agreement—Reports." Copies of the Indenture. the Issuer's Articles and the Co-Issuer's Certificate of Incorporation and By-Laws may be obtained by the Holders of the Notes upon request in writing to the Trustee. Copies of the Indenture will be available at the office of the Paying Agent in Ireland, for so long as any Class of the Notes is listed on the Irish Stock ExckInge. FORWARD LOOKING STATEMENTS Any projections, forecasts and estimates contained herein are forward looking statements and are based upon certain assumptions that the Co-Issuers consider reasonable. Projections are necessarily speculative in nature. and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. Accordingly, the projections are only an estimate. Actual results may vary from the projections. and the variations may be material. Some important factors that could cause actual results to differ materially from those in any forward looking statements include, among others, changes in interest rates, credit spreads. market financial or legal uncertainties, differences in the actual allocation of the Obligors among categories from those assumed, the timing and the number of Collateral Obligations that become Defaulted Obligations and of purchases and sales of the Collateral and differences in the market value of Collateral Obligations. Consequently. the inclusion of projections herein should not be regarded as a representation by the Co-Issuers. the Initial Purchaser, the Placement Agent, the Trustee, the Collateral Manager, the Collateral Administrator, the Share Trustee, the Administrator or any of their respective affiliates or any other Person of the results that will actually be achieved by the Co-Issuers. None of the Co-Issuers. the Initial Purchaser, the Placement Agent. the Collateral Manager. the Trustee, the Collateral Administrator, the Share Trustee, the Administrator or their respective Affiliates or any other Person has any obligation to update or otherwise revise any projections, including any revisions to reflect changes in economic conditions or other circumstances arising after the date hereof, or to reflect the occurrence of unanticipated events. even if the underlying assumptions do not come to fruition. CERTAIN LEGAL INVESTMENT CONSIDERATIONS Institutions whose investment activities are subject to legal investment laws and regulations or to review by certain regulatory authorities may be subject to restrictions on investments in the Notes. Any such institution should consult its legal advisers in determining whether and to what extent there may be restrictions on its ability to invest in the Notes. Without limiting the foregoing, any financial institution that is subject to the jurisdiction of the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision. the National Credit Union Administration. any state insurance conunission or any other federal or state agencies with similar authority should review any applicable rules, guidelines and regulations prior to purchasing the Notes. Depository institutions should review and consider the applicability of the Federal Financial Institutions Examination Council Supervisory Policy Statement on Securities Activities, which has been adopted by the respective federal regulators. None of the Co-Issuers, the Initial Purchaser, the Placement Agent, the Collateral Manager. the Trustee. the Collateral Administrator, the Share Trustee. the Administrator or any of their respective Affiliates makes any representation as to the proper characterization of the Notes for legal investment or other purposes, or as to the ability of particular purchasers to purchase the Notes under applicable investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or applicable regulatory characteristics of the Notes) may affect the liquidity of the Notes. Accordingly. all institutions whose activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult their own legal advisers in determining whether and to what extent the Notes are, or the institution by purchasing Notes would be, subject to investment, capital or other restrictions. viii CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055903 CONFIDENTIAL SONY GM_00202087 EFTA01365224