r tax advisers, carefully consider the potential U.S. income tax characterization of the Subordinated Notes and the potential consequences thereof. Tax Treatment of Tax-Exempt U.S. Holders of the Securities In general, a tax-exempt U.S. holder of Securities will not be subject to tax on unrelated business taxable income ("UBTI") with

imely QEF election or pursuant to the CFC rules. The pledge of stock of a PFIC may in some circumstances be treated as a disposition of such stock. Tax Treatment of Tax-Exempt U.S. Holders In general. a tax-exempt U.S. holder of the Notes will not be subject to tax on unrelated business taxable income ("UBTr) with respect to income fr

r tax advisers, carefully consider the potential U.S. income tax characterization of the Subordinated Notes and the potential consequences thereof. Tax Treatment of Tax-Exempt U.S. Holders of the Securities In general, a tax-exempt U.S. holder of Securities will not be subject to tax on unrelated business taxable income ("UBTI") with