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You should consider, among other things, the overall potential annual percentage rate of interest to maturity of the notes as compared to other investment alternatives.

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Once given, a Repurchase Notice may not be revoked.

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New York City time, on the Repurchase Date.

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In general, gain or loss realized on the sale, exchange or other disposition of the notes will be capital gain or loss.

Description: We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the notes.

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