er the Indenture. The Co-Issuers will notify the Irish Stock Exchange. so long as any Securities are listed thereon, if the ratings assigned to any Class of Securities are reduced or withdrawn. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055977 CONFIDENTIAL SONY GM_00202161 EFTA01365287

f (or such lower percentage as S&P confirms in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities). (vii) a bankruptcy court has authorized the payment of interest due and payable on such obligation and (viii) the Collateral Manager believes, in

": With respect to (a) the Co-Issued Securities, the Co-Issuers and (b) the Issuer Only Notes, the Issuer. "Applicable Legend": With respect to any Class of Securities, the legend set forth in Exhibits A-1 through A-6, as applicable. "Applicable Notes": The Classes of Notes specified in the definition of the appli

ction that each Rating Agency has confirmed in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities. "Tax Event": Either (i) the adoption of, or a change in, any tax statute (including the Code), treaty, regulation (whether temporary or final), ru

nce as to the effect of any such actions on the Notes. Such actions could cause a Rating Agency to downgrade, qualify or withdraw the rating of any Class of Securities, or make it more difficult to obtain confirmation of those ratings in the circumstances where the Co-Issuers are required to do so under the Indentu

f (or such lower percentage as S&P confirms in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities). (vii) a bankruptcy court has authorized the payment of interest due and payable on such obligation and (viii) the Collateral Manager believes, in

ction that each Rating Agency has confirmed in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities. "Tax Event": Either (i) the adoption of, or a change in, any tax statute (including the Code), treaty, regulation (whether temporary or final), ru

to maintain the listing of such Class of Securities on the Irish Stock Exchange, (ii) notify the Irish Stock Exchange if the rating assigned to any Class of Securities has been qualified, downgraded or withdrawn; and (iii) make available for inspection at the office of the Trustee copies of their respective Article