Common use of Investment Company Act Clause in Contracts

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries Subsidiary is or, after giving effect to the offering and sale of the Placement Shares, will be required to register as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries Subsidiary is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” ", or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in ", within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company Holdings nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to an investment company within the offering and sale meaning of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (amended, or, directly or indirectly, controlled by or acting on behalf of any Person which is an investment company, within the “Investment Company meaning of said Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” ”, or an entity a company “controlled” by an “investment company,” as such terms are defined in ”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries Subsidiaries, is now or, after giving effect to the offering and sale of the Placement Shares, will be required to register as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in ”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering Purchase and sale the application of the Placement Sharesproceeds thereof, will be become an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (amended, and the “Investment Company Act”)rules and regulations of the SEC thereunder.

Investment Company Act. Neither the Company nor or any of the Subsidiaries Subsidiary is or, after giving effect to the offering and sale of the Placement Shares, will it be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company Holdings nor any of the its ---------------------- Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries Subsidiary is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” or an entity “controlled” by an “investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “"INVESTMENT COMPANY ACT"), nor is the Company nor any of the Subsidiaries directly or indirectly controlled by or acting on behalf of any Person which is an "investment company" within the meaning of the Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in ”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be required to register as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company Corporation nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” ", or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in ", within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is oris, and, after giving effect to the offering and sale consummation of the Placement Sharestransactions contemplated hereby and by the other Company Agreements, will be be, an “investment company” or an entity “controlledcontrolled by” by an “investment company,” (as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”amended).

Investment Company Act. Neither the Company nor any of the Subsidiaries is oris, and after giving effect to the offering and sale of the Placement SharesSecurities and the use of the proceeds as described under the caption “Use of Proceeds” in the General Disclosure Package and the Prospectus, will be an “investment company” or an entity “controlled” by an “investment company,” ”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its ---------------------- Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” ", or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in ", within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” or an entity “controlled” by an “investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), nor is the Company nor any of the Subsidiaries directly or indirectly controlled by or acting on behalf of any Person which is an "investment company" within the meaning of the Investment Company Act.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” ", "promoter", "principal under" or "controlled by" an entity “controlled” by an “"investment company,” as such terms are defined in ", within the meaning of the Investment Company Act of 1940, as amended (amended. The making of the “Investment Advances by Lenders, the application of the proceeds and repayment thereof by Company Act”)and the consummation of the transactions contemplated by the Loan Papers will not violate any such Act or any rule, regulation or order thereunder issued by the Securities and Exchange Commission.

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesShares and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in ", within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity company “controlled” by an “investment company,” company as such terms are defined in in, or subject to regulation under, the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries is orand, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Company and its Subsidiaries and will conduct its business in a manner so that it will not become subject to the Investment Company Act.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” ”, or an entity a company “controlled” by an a registered “investment company,” as such terms are defined in ”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is oris, and, after giving effect to the offering and sale of the Placement SharesShares and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of them will be be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to an "investment company" or a Person directly or indirectly "controlled" by or acting on behalf of an "investment company" within the offering and sale meaning of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the United States Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of its Subsidiaries is, and upon consummation of the Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesSecurities will not be, will be an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an entity “controlledaffiliated person” by of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Offered Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is oris, and, after giving effect to the offering and sale of the Placement SharesShares and the application of the proceeds thereof as described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, none of them will be be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Material Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesShares and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " as such terms are defined in the Investment Company Act of 1940, as amended (the “"Investment Company Act”").

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be are an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “controlled” by "affiliated person" of, or "promoter" or "principal underwriter" for, an “"investment company,” ", as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company Company, the Operating Partnership, nor any of the Subsidiaries Subsidiary is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Restricted Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Material Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesUnits and the application of the proceeds thereof as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company Company, any of its Subsidiaries nor any Person controlling the Company or any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “"investment company,” as such terms are defined in " or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesSecurities, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “controlled” controlled by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is are or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).amended. 4.7

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in ", within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Consolidated Subsidiaries is or, after giving effect to an investment company within the offering and sale meaning of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (amended, or directly or indirectly, controlled by or acting on behalf of any Person which is an investment company within the meaning of said Act, and shall not become such an “Investment Company Actinvestment company” or under such “control.”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be (i) an “investment company” or an entity “a company controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended amended, (the ii) a “Investment Company Act”)holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or (ii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is oris, and, after giving effect to the offering and sale consummation of the Placement Sharestransactions contemplated hereby and by the other Company Agreements, will be be, an “"investment company” " or an entity “controlled” by "controlled by" an “"investment company,” " (as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”amended).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be (i) an “"investment company” " or a company "controlled by" an entity “controlled” by an “investment company,” as such terms are defined in company within the meaning of the Investment Company Act of 1940, as amended amended, and the rules and regulations of the Commission promulgated thereunder, or (ii) a "holding company" or a "subsidiary company" of a holding company or an "affiliate" thereof within the “Investment meaning of the Public Utility Holding Company Act”)Act of 1935, as amended.

Investment Company Act. Neither the Company nor any of the Material Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesOffered Shares and the application of the proceeds thereof as described in the Offering Documents, as applicable, will be required to register as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Material Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesShares and the application of the proceeds thereof as described in the Registration Statement and the Prospectuses, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries is orSubsidiaries, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” ", as such terms are defined in the Investment Company Act of 1940, as amended (the “"Investment Company Act”").

Investment Company Act. Neither the Company nor any of the or its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries its Subsidiary is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company Holdings nor any of the its Restricted Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither As of the date hereof, neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended 1940 (the “"1940 Act"), or is subject to registration under the 1940 Act or the Investment Company Advisers Act of 1940 (the "Advisers Act”").

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be (i) an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended amended, (the ii) a “Investment Company Act”)holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or (ii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Investment Company Act. Neither the Holdings, any Company nor any of the their respective Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” or an entity “controlled” by an “investment company,” " as such terms are defined in the Investment Company Act of 1940, as amended (amended. The consummation of the “Investment Company Act”)transactions contemplated by the Operative Documents do not and will not violate any provision of such Act or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.

Investment Company Act. Neither the Company nor any of the its ---------------------- Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering purchase and sale of the Placement SharesShares contemplated hereby and the application of the proceeds thereof, will be become an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the Commission thereunder.

Investment Company Act. Neither the Company nor any of its subsidiaries is, and immediately after receipt of payment for the Subsidiaries is or, after giving effect to Securities hereunder and the offering and sale application of the Placement Sharesnet proceeds from such issuance and sale, none of the Company nor any of its subsidiaries will be be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is orSubsidiaries, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” ”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is orand, after giving effect to the offering offer and sale of the Placement SharesSubordinated Notes as contemplated herein, will be be, an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesShares and the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement and the Prospectus, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of its Subsidiaries is, nor upon the Subsidiaries is or, after giving effect to the offering issuance and sale of the Placement SharesSecurities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectuses will be, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company "1940 Act”").

Investment Company Act. Neither the Company nor any of the Subsidiaries is orSubsidiaries, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering purchase and sale of the Placement SharesShares contemplated hereby and the application of the proceeds thereof, will be become an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the Commission thereunder.

Investment Company Act. Neither the Company nor any of the Subsidiaries is oris, nor after giving effect to the offering and sale of the Placement SharesOffered Securities and the application of the proceeds thereof as described in the General Disclosure Package will be, will be an “investment company” or an entity “controlled” by an “investment company,” as within the meaning of such terms are defined in term under the Investment Company Act of 19401940 and the rules and regulations of the Commission thereunder (collectively, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Material Subsidiaries is or, after giving effect to the offering and sale of the Placement SharesShares and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " as such terms are defined in the Investment Company Act of 1940, as amended (the “"Investment Company Act”").

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be required to register as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” controlled by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " nor is the Company or any of its Subsidiaries directly or indirectly controlled by or acting on behalf of any Person which is an entity “controlled” by an “investment company,” as such terms are defined in "Investment Company" within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is orits subsidiaries is, and after giving effect to the offering and sale of the Placement SharesShares will be, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its ------------------------ Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is oris, and, after giving effect to the offering and sale consummation of the Placement Sharestransactions contemplated hereby and by the Agreement, will be be, an “investment company” or an entity “controlledcontrolled by” by an “investment company,” (as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”amended).

Investment Company Act. Neither the Company it nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company it nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be (i) an “investment company” or an entity a company “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended amended; or (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the “Investment meaning of the Public Utility Holding Company Act”)Act of 1935, as amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries is oris, after giving effect to the offering and sale or upon consummation of the Placement Sharestransactions contemplated hereby will be, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its ---------------------- Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “controlled” controlled by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “"investment company” " or an entity “a company "controlled” " by an “"investment company,” as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any each of the its Subsidiaries is orand, after giving effect to the offering and sale consummation of the Placement Sharestransactions contemplated hereby and by the Other Agreements, none of them will be be, an “"investment company” or an entity “controlled” by an “investment company,” " (as such terms are term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”amended).

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, (nor immediately after giving effect to the offering and sale consummation of the Placement Sharestransactions shall be) an investment company within the meaning of, will be an “investment company” or an entity “controlled” a company controlled by an “investment company,” as such terms are defined in company within the meaning of, or otherwise subject to any provisions of, the Investment Company Act of 1940, as amended (amended, and the “Investment Company Act”)rules and regulations of the SEC thereunder.

Investment Company Act. Neither the Company nor any of the Subsidiaries Subsidiary is or, or after giving effect to the offering and sale of the Placement Shares, will it be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of the its ---------------------- Subsidiaries is or, after giving effect to the offering and sale an "investment company" or a company "controlled" by an "investment company" (as each of the Placement Shares, will be an “investment company” quoted terms is defined or an entity “controlled” by an “investment company,” as such terms are defined used in the Investment Company Act of 1940, as amended (the “Investment Company Act”amended).

Investment Company Act. Neither the Company nor any of the its Significant Subsidiaries is or, after giving effect to the offering offer and sale of the Placement SharesOffered Securities and the transactions contemplated by the Call Spread Confirmations, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. Neither the Company nor any of its Subsidiaries is, nor upon the Subsidiaries is or, after giving effect to the offering issuance and sale of the Placement SharesShares as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Final Prospectus will be, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “"investment company,” as such terms are defined in " or a company "controlled by an "investment company," within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the its Subsidiaries is or, after giving effect to the offering and sale an "investment company" or a company "controlled" by an "investment company" (as each of the Placement Shares, will be an “investment company” quoted terms is defined or an entity “controlled” by an “investment company,” as such terms are defined used in the Investment Company Act of 1940, as amended (the “Investment Company Act”amended).

Investment Company Act. Neither the Company it nor any of the its Subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” ”, or an entity a company “controlled” by an “investment company,” as such terms are defined in ”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Investment Company Act. Neither the Company nor any of the Subsidiaries subsidiaries is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).