maturity, including on each Observation Date, and may adversely affect whether the notes will be called on an Observation Date or may reduce the Redemption Amount.
We, the Guarantor or one or more of our other affiliates, including the selling agents, may purchase or otherwise acquire a long or short
position in the notes or the Market Measure, Basket Component or Underlying Index or any of the securities, and may hold or resell the notes or the assets included in the Market Measure or Basket Component. For example, the selling agents may enter
into these transactions in connection with any market making activities in which they engage. We cannot assure you that these activities will not decrease the value of the Market Measure, decrease the market value of your notes prior to maturity,
adversely affect whether the notes will be called, or reduce the Redemption Amount.
Our trading, hedging and other business
activities, and those of the Guarantor and any of our other affiliates, including the selling agents, may create conflicts of interest with you. We, the Guarantor or one or more of our other affiliates, including the selling agents, may engage
in trading activities related to the Market Measure or Basket Component, as applicable, and to any underlying assets included in the Market Measure or Basket Component that are not for your account or on your behalf. We, the Guarantor or one or more
of our other affiliates, including the selling agents, also may issue or underwrite other financial instruments with returns based upon the applicable Market Measure or Basket Component. These trading and other business activities may present a
conflict of interest between your interest in the notes and the interests we, the Guarantor and our other affiliates, including the selling agents, may have in our or their proprietary accounts, in facilitating transactions, including block trades,
for our or their other customers, and in accounts under our or their management. These trading and other business activities, if they influence the value of the Market Measure or secondary trading in your notes, could be adverse to your interests as
a beneficial owner of the notes.
We, the Guarantor and one or more of our other affiliates, including the selling agents, expect to enter
into arrangements or adjust or close out existing transactions to hedge our obligations under the notes. We, the Guarantor or our other affiliates, including the selling agents, also may enter into hedging transactions relating to other notes or
instruments that we or they issue, some of which may have returns calculated in a manner related to that of a particular issue of the notes. We may enter into such hedging arrangements with one or more of our affiliates. Our affiliates may enter
into additional hedging transactions with other parties relating to the notes and the applicable Market Measure or Basket Components. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be
more or less than initially expected, but could also result in a loss. We, the Guarantor and our affiliates, including the selling agents, will price these hedging transactions with the intent to realize a profit, regardless of whether the value of
the notes increases or decreases or whether the Redemption Amount on the notes is less than the principal amount of the notes. Any profit in connection with such hedging activities will be in addition to any other compensation that we, the Guarantor
and any of our other affiliates, including the selling agents, receive for the sale of the notes, which creates an additional incentive to sell notes to you.
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to
appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the notes and, as such, will determine the Starting Value, the Price Multiplier, the Call Level, the Threshold Value, the Observation Level on each
Observation Date, the Ending Value, whether the notes will be called automatically prior to maturity, and if the notes are not called, the Redemption Amount. Under some circumstances, these duties could result in a conflict of interest between its
status as our affiliate and its responsibilities as calculation agent. These conflicts could occur, for instance, in connection with the calculation agents determination as to whether a Market Disruption Event has occurred, or in connection
with judgments that it would be required to make if the
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