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Fungible IssueThe Issuer may, without the consent of the Holders of outstanding Notes, issue additional Notes withidentical terms. These additional Notes, even if they are treated for non-tax purposes as part of thesame series as the original Notes, in some cases may be treated as a separate series for U.S. federalincome tax purposes. In such a case, the additional Notes may be considered to have been issued withOID even if the original Notes had no OID, or the additional Notes may have a greater amount of OIDthan the original Notes. These differences may affect the market value of the original Notes if theadditional Notes are not otherwise distinguishable from the original Notes.Market DiscountA Note, other than a Short-Term Note, generally will be treated as purchased at a market discount (a“Market Discount Note”) if the Note’s stated redemption price at maturity or, in the case of aDiscount Note, the Note’s “revised issue price”, exceeds the amount for which the U.S. Holderpurchased the Note by at least 0.25 per cent. of the Note’s stated redemption price at maturity orrevised issue price, respectively, multiplied by the number of complete years to the Note’s maturity(or, in the case of a Note that is an installment obligation, the Note’s weighted average maturity). Ifthis excess is not sufficient to cause the Note to be a Market Discount Note, then the excessconstitutes a “de minimis market discount”. For this purpose, the “revised issue price” of a Notegenerally equals its issue price, increased by the amount of any OID that has accrued on the Note anddecreased by the amount of any payments previously made on the Note that were not qualified statedinterest payments.Under current law, any gain recognised on the maturity or disposition of a Market Discount Note(including any payment on a Note that is not qualified stated interest) will be treated as ordinaryincome to the extent that the gain does not exceed the accrued market discount on the Note.Alternatively, a U.S. Holder of a Market Discount Note may elect to include market discount inincome currently over the life of the Note. This election will apply to all debt instruments with marketdiscount acquired by the electing U.S. Holder on or after the first day of the first taxable year to whichthe election applies. This election may not be revoked without the consent of the IRS. A U.S. Holderof a Market Discount Note that does not elect to include market discount in income currently willgenerally be required to defer deductions for interest on borrowings incurred to purchase or carry aMarket Discount Note that is in excess of the interest and OID on the Note includible in the U.S.Holder’s income, to the extent that this excess interest expense does not exceed the portion of themarket discount allocable to the days on which the Market Discount Note was held by the U.S.Holder.Under current law, market discount will accrue on a straight-line basis unless the U.S. Holder elects toaccrue the market discount on a constant-yield method. This election applies only to the MarketDiscount Note with respect to which it is made and is irrevocable.Variable Interest Rate NotesNotes that provide for interest at variable rates (“Variable Interest Rate Notes”) generally will bearinterest at a “qualified floating rate” and thus will be treated as “variable rate debt instruments” underTreasury regulations governing accrual of OID. A Variable Interest Rate Note will qualify as a“variable rate debt instrument” if (a) its issue price does not exceed the total non-contingent principalpayments due under the Variable Interest Rate Note by more than a specified de minimis amount, (b)it provides for stated interest, paid or compounded at least annually, at (i) one or more qualifiedfloating rates, (ii) a single fixed rate and one or more qualified floating rates, (iii) a single objectiverate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating rate, and324