Original Issue Discount

It is expected, and this summary assumes, that the notes will not be issued with original issue discount ("OID") for U.S. federal income tax purposes. If, however, the stated redemption price of a note were to exceed its issue price by more than a de minimis amount, then a U.S. Holder would be required to treat such excess amount as OID, which would be treated for U.S. federal income tax purposes as accruing over the term of the note as interest income. Thus, a U.S. Holder would be required to include OID in income in advance of the receipt of the cash to which such OID is attributable. The U.S. Holder's adjusted tax basis in a note would be increased by the amount of any OID included in the U.S. Holder's gross income.

Sale, Exchange, Redemption or Other Taxable Disposition of Notes