EFTA01450039.pdf

(iii) No Violation or Comilla. Such execution. delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets: (iv) Consents All governmental and other consents that arc required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with: and (v) Obligation Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal. valid and binding obligations. enforceable in accordance with their respective terms (subject to applicable bankruptcy. reorganisation. insolvency. moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (b) Absence of Certain Events No Event of Default or Potential Event of Default or. to its knowledge, Tennination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) Absence of Litigation. There is not pending or, to its knowledge. threatened against it_ any of its Credit Support Providers or any of its applicable Specified Entities any action. suit or proceeding at law or in equity or before any coup, tribunal, governmental body. agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) Accuracy ofSpecified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is. as of the date of the inforirration, true, accurate and complete in every material respect. (c) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. Payee Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. (g) No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity. 4. Agreements Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Docwnent to which it is a party:— (a) Furnish Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority, as the other party reasonably directs:— (i) any forms. documents or certificates relating to taxation specified in the Schedule or any Confirmation: (ii) any other documents specified in the Schedule or any Confirmation: and 4 ISDA* 2002 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105555 CONFIDENTIAL SONY GM_00251739 EFTA01450039