The Investment Company Act of 1940. The Company is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, the Company will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

The Investment Company Act of 1940. The Company is not, and after giving effect to the offering and sale of the Notes, and after receipt of payment for the Notes and the application of the net proceeds thereof as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, the Company will notnot, be required to register as an “investment company”company,” as such term is defined in the Investment Company Act of 1940, as amended; amended (the “Investment Company Act”).

TheNo Investment Company Act of 1940.Status. The Company is not, andnot and, after giving effect to the offering and sale of the NotesOffering and the application of the proceeds thereof as described in the Prospectus,Registration Statement, the CompanyDisclosure Package and the Prospectus, will not bebe, required to register as an “investment company”“investment company,” as such term is defined in the Investment Company Act of 1940, as amended; amended.

The Investment Company Act of 1940.Act. The Company is not,not required, and after giving effect toupon the offeringissuance and sale of the Subordinated Notes and the application of the net proceeds thereoftherefrom as described in the Prospectus, the Companyherein contemplated will not be requiredrequired, to register as an “investment company” as such term is defined inunder the Investment Company Act of 1940, as amended; amended.