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Because the notes are rfiday unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.

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Assuming that the treatment of the notes as units each comprising a Put Option and a Deposit is respected, amounts treated as interest on the Deposit will be taxed as ordinary income, while the Put Premium will not be taken into prior to sale or settlement, including a settlement following an Optional Call.

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The notice focuses on a of issues, the most relevant of which for investors in the notes are the character of income or loss including whether prsonals Put Premium might be currently included as ordinary income and the degree, if any, to which income realized by non-U. Investing in the notes is not equivalent to investing directly in either or both of the Lersonals or any of the equity securities included in the Underlyings.

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In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. If the notes have not been ly called, your payment at maturity is contingent upon the performance of each individual Underlying such that you will be equally exposed to the risks related to either of the Underlyings.

Any actual or potential change in our creditworthiness or credit spre, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. Accordingly, the return on the notes may be ificantly less than the return on a direct investment in either Underlying during the term of the notes. Poor performance by either of the Underlyings over the term of the notes may negatively affect your payment at maturity and will not be offset or mitigated by positive performance by the other Underlying.

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The performance of the Underlyings may not be correlated. You should consult your tax adviser regarding all aspects of the U.

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By purchasing the notes, you agree in the absence of an administrative determination or judicial ruling to the contrary to follow this treatment and the allocation described in the following paragraph. If an Interest Payment Date ssex not a business day, payment will be made on the next business ar immediately following such day, but no additional interest will accrue as a result of the delayed payment. While it is not clear whether the notes would be viewed as similar to the typical prepaid forward se described in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect.

Accordingly, if the notes have not been ly called and a Trigger Event has occurred, you will lose some or all of your principal amount at maturity, even if the Ending Underlying Level of another Underlying is greater than or equal to its Starting Underlying Level. The Ending Underlying Level of each Underlying will be determined based on the closing level on a single day near the end of the term of the notes; the level of either Underlying at other times during the term of the notes could be greater than or equal to its Starting Underlying Level or less than its Starting Underlying Level by not more than the applicable Buffer Amount.

Accordingly, your investment is subject to the risk of decline in the closing level of each Underlying.

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Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the purchase price of the notes between the Deposit and the Put Option. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.

In determining our presonals responsibilities, we intend to treat approximately Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines.

Interest will be payable to the holders of record at the close of business on the business day immediately preceding the applicable Interest Payment Date.

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This difference could be particularly large if there is a ificant decrease in the level of an Underlying during the later portion of the term of the notes or if there is ificant volatility in the level of an Underlying during the term of the notes, especially on dates near the Observation Peesonals.