non-U.S. dollar-denominated checking or savings account facilities in the United States. Accordingly, payments on notes made in a currency, currency unit
or composite currency other than U.S. dollars may be made from an account at a bank located outside the United States, unless otherwise specified in the applicable pricing supplement. You should consult your own financial and legal advisors as to
the risks of an investment in notes denominated in a currency, currency unit or composite currency other than U.S. dollars.
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
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