ny Rating Agency in rating the Securities or any recovery rate used in connection with any analysis of the Securities that may have been prepared by the Initial Purchaser, the Placement Agent or art• other person for or at the direction of Holders of any Securities. Ramp-Up Risk. The Issuer expects that, as of the Cl

y from the Collateral Obligations and the other assets pledged by the Issuer pursuant to the Indenture. None of the Trustcc. the Collateral Manager. the Initial Purchaser, the Placement Agent or any of their respective affiliates or any other person or entity other than the Co-Issuers will be obligated to make am' pa

rwriter, initial purchaser or placement agent or in a similar capacity for entities having investment objectives similar to those of the Issuer, and the Initial Purchaser and its Affiliates may act as administrative agent, swap counterparty, underwriter, initial purchaser or placement agent for such entities and other

s (other than the acquisition of certain Collateral Obligations prior to the Closing Date pursuant to warehousing arrangements with an Affiliate of the Initial Purchaser). Clause 3 of the Issuer's Memorandum of Association sets out the objects of the Issuer, which include the business to be carried out by the Issuer

Payments on a Global Note will be made to DTC or its nominee, as the registered owner thereof. The Co- Issuers, the Trustee, the Paying Agent. the Initial Purchaser. the Placement Agent. the Collateral Manager and any of their respective Affiliates will not have arw responsibility or liability for any aspect of

ill be the Trustee under the Indenture for the Notes and the Collateral Administrator under the Collateral Administration Agreement. The Co-Issuers, the Initial Purchaser, the Placement Agent, the Collateral Manager and their respective Affiliates may maintain other banking relationships in the ordinary course of bus

possible delay in payment of distributions and loss of income and principal invested. 15. The purchaser understands that the Issuer, the Trustee, the Initial Purchaser, the Placement Agent. the Collateral Manager. the Collateral Administrator and their respective counsel will rely upon the accuracy and truth of th

sts in Regulation S Global Note to U.S. Persons shall not be permitted. 6. It understands that the Co-Issuer, the Trustee, the Collateral Manager. the Initial Purchaser, the Placement Agent, the Collateral Administrator and their respective counsel will rely upon the accuracy and truth of the foregoing representati

es 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 an

. Funhemiore, it, and any of its fiduciaries causing it to acquire the Class D Notes. agree to indemnify and hold harmless the Issuer, the Trustee, the Initial Purchaser. the Placement Agent. the Collateral Manager and their respective affiliates from any losses. liabilities, expenses. damages. claims, proceedings an

vised by the Collateral Manager or any Affiliate of the Collateral Manager): (a) it understands that none of the Co-Issuers, the Collateral Manager. the Initial Purchaser, the Placement Agent. the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment advise

s. Furthermore, it, and any of its fiduciaries causing it to acquire the Income Notes. agree to indemnify and hold harmless the Issuer, the Trustee, the Initial Purchaser, the Placement Agent. the Collateral Manager and their respective affiliates from any losses. liabilities, expenses. damages, claims, proceedings a

r advised by the Collateral Manager or any Affiliate of the Collateral Manager): (a) it understands that none of the Issuer. the Collateral Manager, the Initial Purchaser, the Placement 67 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055971 CONFIDENTIAL SONY GM_00202155 EFTA01365283

ime of sale. The Notes will be offered as set forth in "Purchase and Transfer Restrictions." The Purchase Agreement provides that the obligation of the Initial Purchaser to purchase the Senior Notes is subject to approval of legal matters by counsel and to other conditions. The Initial Purchaser must purchase all th

specified in Article 8 of the UCC. "Purchase Agreement": The Purchase Agreement dated as of the Closing Date between the Issuer, the Co-Issuer and the Initial Purchaser. "Purchaser": The meaning specified in Section 2.5(f). "OIB/OP": Any Person that, at the time of its acquisition, purported acquisition or propose

, the Registered Office Agreement, the Purchase Agreement and any Initial Hedge Agreements. "Transaction Party": Each of the Issuer, the Co-Issuer, the Initial Purchaser, the Collateral Administrator, the Trustee, the Fiscal Agent, the Indenture Registrar, the Share Trustee, the Share Registrar, the Administrator an

in connection with such Optional Redemption. At the cost of the Issuer, the Trustee shall give notice to the Investment Manager, the Fiscal Agent, the Initial Purchaser, each Holder, each Rating Agency and any Hedge Counterparty of any cancellation of an Optional Redemption no later than six Business Days prior to

ued and may have provided or be providing investment banking services and other services to obligors of certain Collateral Obligations. In addition, the Initial Purchaser and its Affiliates. and clients of its Affiliates. may invest in debt obligations and securities that are senior to. or have interests different fr

icipants through electronic book-entry• changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchaser), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as

ket 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 respe