held such Rated Note for more than one year at the time of disposition. In certain circumstances. U.S. holders that are individuals may be entitled to preferential treatment for net long-term capital gains. The ability of U.S. holders to offset capital losses against ordinary income is limited. A U.S. holder that purchased its Rated Note at a discount may also recognize gain upon receipt of a principal payment upon retirement (in whole or in part) equal to the difference between the amount received and the portion of its basis that is considered to be allocable to such payment. Such gain may be ordinary income. Information Regarding OID. Further information regarding OID may be obtained by contacting the Issuer at its registered office as described under "Issuer and Co-Issuer." Tax Treatment of US. Holders of Subordinated Securities The Preferred Shares will be treated as equity interests in the Issuer for U.S. federal income tax purposes. The Subordinated Notes will be characterized as debt of the Issuer for purposes of Cayman Islands law. However, a strong likelihood exists that the Subordinated Notes will be treated as equity of the Issuer for U.S. federal income tax purposes. The Issuer will treat the Subordinated Notes as equity for U.S. federal income tax purposes. Except where otherwise indicated, this summary also assumes such treatment. No assurance can be given, however, that the IRS will respect this position in light of the Subordinated Notes' status as debt for purposes of Cayman Islands law. In general, the characterization of an instrument for such purposes as debt or equity by its issuer as of the time of issuance is binding on holders (but not the IRS) unless the holder takes an inconsistent position and discloses such position in its tax return. In general. the tinting and character of income under the Subordinated Securities may differ substantially depending on whether the Subordinated Securities arc treated for U.S. federal i