Notes would be materially different from that summarized above. In general, holders would be required to accrue income on the Subordinated Notes based on the Issuer's normal cost of funds. subject to later adjustment to reflect differences between the accrued and actual income amounts, and all income from the Subordinated Notes (including gains on sale) would be ordinary interest income. Potential U.S. holders of the Subordinated Notes should, in consultation with their 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 respect to the income from the Securities regardless of whether they arc treated as equity or debt for U.S. federal income tax purposes. except to the extent that the Securities are considered debt-financed property (as defined in the Code) of that entity. A tax-exempt U.S. holder that owns more than 50% of the outstanding Subordinated Securities and also owns other Classes of Notes should consider the possible application of the special UBTI rules for amounts received from controlled entities. A tax-exempt entity may not make a QEF election if the tax-exempt entity would not otherwise be subject to tax on income from the Subordinated Securities. Tax Treatment of Non-US. Holders of the Securities Assuming that the Issuer is not treated as engaged in a trade or business within the United States, as discussed above under — Tax Treatment of the Issuer — United States Federal Income Taxes." payments on the Securities to a non-U.S. holder, or gain realized on a sale, exchange. or redemption of such Securities by such holder, will not be subject to U.S. federal income or withholding tax, as the ease may be. unless (i) such income is effectively connected with