Judgments in a Foreign Currency Could Result in a Substantial Loss to You
The notes will be governed by, and construed in accordance with, the laws of the State of New York. Courts in the United States customarily
have not rendered judgments for money damages denominated in any currency other than the U.S. dollar. Under New York law, a judgment or decree awarded in an action based upon an obligation denominated in a currency other than dollars will be
rendered in the foreign currency of the underlying obligation. Any judgment or decree awarded in such an action will be converted into U.S. dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree. There will be
no provision for any further payments if exchange rates continue to change after the judgment is rendered.
If we issue indexed notes, the following
additional risks may apply to these notes:
An Investment in Indexed Notes Entails Significant Risks Not Associated with a Similar Investment in
Fixed or Conventional Floating Rate Debt Securities
An investment in notes that are indexed, as to principal, premium, if any,
and/or interest, to one or more currencies, currency units or composite currencies, including exchange rates and swap indices between currencies, currency units or composite currencies, commodities, securities, baskets of securities or securities
indices, interest rates, financial, economic or other measures or other indices, either directly or inversely, entails significant risks that are not associated with similar investments in a fixed rate or conventional floating rate note, and
investors in certain indexed notes may lose their entire investment.
These risks include the possibility that an index or indices may be
subject to significant changes, that the resulting interest rate will be less than that payable on a fixed or conventional floating rate debt security issued by us at the same time, that the repayment of principal and/or premium, if any, can occur
at times other than that expected by the investor, and that you, as the investor, could lose all or a substantial portion of principal and/or premium, if any, payable on the maturity date. Depending on the terms of an indexed note, investors may not
receive any periodic interest payments or receive only very low payments on an indexed note. These risks depend on a number of interrelated factors, including economic, financial and political events, over which we have no control.
Additionally, if the formula used to determine the amount of principal, premium, if any, and/or interest payable with respect to such notes
contains a multiplier or leverage factor, the effect of any change in the applicable index or indices will be magnified. In recent years, values of certain indices have been highly volatile, and such volatility may be expected to continue in the
future. Fluctuations in the value of any particular index that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future.
The secondary market, if any, for indexed notes will be affected by a number of factors independent of our creditworthiness and the value of
the applicable index or indices, including the complexity and volatility of the index or indices, the method of calculating the principal, premium, if any, and/or interest in respect of indexed notes, the time remaining to the maturity of such
notes, the outstanding amount of such notes, any redemption features of such notes, the amount of other debt securities linked to such index or indices and the level, direction and volatility of market interest rates generally. Such factors also
will affect the market value of indexed notes.
In addition, certain notes may be designed for specific investment objectives or
strategies and, therefore, may have a more limited secondary market and experience more price volatility than conventional debt securities. Investors may not be able to sell such notes readily or at prices that will enable them to realize their
anticipated yield. Prospective investors should not purchase such notes unless they understand and are able to bear the risks that such notes may not be readily saleable, that the value of such notes will fluctuate over time and that such
fluctuations may be significant.
Accordingly, prospective investors should consult their own financial and legal advisors as to the risks
an investment in the notes may entail and the suitability of the notes in light of their particular circumstances.
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