EFTA Document EFTA01367293

Amendment #4 Page 864 of 868 e of tomcat. obtained representabons from each of the purchasers trial d was an eratitubonal "smelted investce" as delned In Rde 501(a)(1), (2). (3) or (7) of Regulabon D promulgated under the Securees Act or a -cualihed instettonal buyer' as clef ned n Rile 144A promulgated under the &Kates Act. and that 2 had such krowtedge and expanence in financial or tusness rretters that such purchaser was capable of evaluabrg the rents and nerd elan investme re n our securees In addtion. the securities to be issued in comedian wth these transact cns bear a restrctive legend that prohibits their transfer vethaut registration wider the Securities Act unless an exemption is available Item 16. ExhibIts and financial statement schedules (a) (b) Exhibits The exhibit index attached hereto is incorporated herein by reference. Finance I Statement Schedule Al %theatres have been °meted because the irtormaton required to be set forth in tiro schethies is either not applicable a is town in the financial statements or notes thereto Item 17. Undertakings Fa the purpose of determining liability of the registrant under tre Securities Ad of 1933 to any purchaser in the Intel distrituten of the %coulees, the underwrite registrant undertakes that in a ornery offenng of secunbes el the undersored festered pursued toms registration statement, regardless of the undenvribrg method used to see the SeCUteleS to the ptschaser. to securities are offered or sold to such purchaser by means 01 any of tre following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer a see such securities to such purchaser (1) My preliminary prospectus or prospectus ci to undersigned registrant relating to the off enng required to be tied pursuant to Rule 424, (2) My free writing prospects relatng to me offering prepared by or on behalf of the undersigned registrant or sed or referred to by me undersigned registrant, (3) The portion of any other free writing prospectus relating to the offering containing maternal information abort the undersigned regstrarn or its securities provided by or on behalf d tie underegned registrant, and (4) My other communication thus an offer in tre derma made by the undersigned registrant to the purchaser The undersigned regsuart hereby undertales to provide to the unclererders at the dosing spelled in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to perms prompt delivery to each purchaser Insofar as ndernisficaton for abilities wising under the Securities Act may be permitted 10 dreCtorS. caters and controlling persons of the regstrart pursuant to the provisions referenced in Item 14 fir this registration slalomed or otherwise the registrant has been adrised that in the cordon of the SEC such indemnfication is agansl public poesy as expressed n the Seconties Act and is, therefore. unenforceable In the evert detected, for indernacaton aganst such bablibes (other than the payment by Me registrant of expenses incurred or pad by a director. off eel of controbrig person of the regstrant in the successfil ddense of any action, suit or pooeethrg) is asserted by such director, officer or controlling person in connection with the securities being registered heretrider, the mothball wilt vilest n the opinion counsel the matter ties been settled by controlling precedent, submit to a court of appoprete iursdicton me question whether such indemnification by t is against public party as expressed in the Sedates Act and wet be governed by the final adiuthcaton ct such issue 113 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058821 CONFIDENTIAL SDNY_GM_00205005 EFTA01367293