EFTA01382872

S-I/A Table of Control' against public policy as ex-passed in the Securities Act of 1933 and is, therefore. unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defeat of any action, suit or proweding) is asserted by such director, officer or controlling person in connection with the securities being registered. the Registrant will. unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (3) The undersigned Registrant hereby undertakes that: (A) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a fonn of prospectus filed by the Registrant pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (13) For the purpose of determining any liability under the Securities Act of 1933. each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be (lamad to be the initial bona fide offering thereof. 11-5 http://vanv. see. gov/Archi vecledgar/datat883980/00011 9312515334479/d31022ds la.htmil 0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0082395 SONY GM_00228579 EFTA01382872