Investment Company Act. The Company is not required, and upon the issuance and sale of the Subordinated Notes and the application of the net proceeds therefrom as herein contemplated will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

The Investment Company Act.Act of 1940. The Company is not required,not, and uponafter giving effect to the issuanceoffering and sale of the Subordinated Notes and the application of the net proceeds therefromthereof as herein contemplateddescribed in the Prospectus, the Company will not be required,required to register as an “investment company” underas such term is defined in the Investment Company Act of 1940, as amended.amended;