Common use of Value of the Market Measure Clause in Contracts

Value of the Market Measure. Whether or not your notes will be called prior to the maturity date and, if not called, the Redemption Amount, is determined by reference to the value of the Market Measure on the applicable Observation Dates. Table of Contents Consequently, the market value of the notes at any time will depend substantially on the value of the Market Measure. The value of the Market Measure will be influenced by complex and interrelated political, economic, financial, and other factors that affect the capital markets generally, the markets on which the securities or commodities of the Market Measure and, in the case of exchange traded fund Market Measures, the components of the Underlying Index, are traded, and the market segments of which these securities or commodities are a part. Even if the value of the Market Measure increases (or in the case of bear notes, decreases) after the applicable pricing date, if you are able to sell your notes before their maturity date, you may receive substantially less than the amount that would be payable upon an automatic redemption or at maturity based on that value because of the anticipation that the value of the Market Measure will continue to fluctuate until the Observation Level or Ending Value, as applicable, is determined. If you sell your notes when the value of the Market Measure is less than, or not sufficiently above the applicable Call Level (or in the case of bear notes is more than, or not sufficiently less than the Call Level), then you may receive less than the Original Offering Price of your notes. In general, the market value of the notes will decrease as the value of the Market Measure decreases, and increase as the value of the Market Measure increases, while the reverse will be the case as to bear notes. However, as the value of the Market Measure increases or decreases, the market value of the notes is not expected to increase or decrease at the same rate. In addition, because the amount payable on the notes upon an automatic redemption will not exceed the applicable Call Amount, we do not expect that the notes will trade in the secondary market above that Call Amount. Similarly, if the notes are not automatically called on any Observation Date, your return will be limited to the Original Offering Price,

Value of the Market Measure. Whether or not your notes will be called prior Because the Redemption Amount is tied to the maturity date andEnding Value, if not called, the Redemption Amount, is determined by reference to the value values of the Market Measure during the Maturity Valuation Period or on the applicable Observation Dates. Table of Contents Consequentlycalculation day, we anticipate that the market value of the notes MITTS at any time will depend substantially on the value of the Market Measure. The value of the Market Measure will be influenced by complex and interrelated political, economic, financial, and other factors that affect the capital markets generally, the markets on which the securities securities, commodities, currencies, or commodities other assets of the Market Measure and, in the case of exchange traded fund Market Measures, the components of the Underlying Index, are traded, and the market segments of which these securities or commodities Table of Contents assets are a part. Even if the value of the Market Measure increases (or in the case of bear notesBear MITTS, decreases) after the applicable pricing date, if you are able to sell your notes MITTS before their maturity date, you may receive substantially less than the amount that would be payable upon an automatic redemption or at maturity based on that value because of the anticipation that the value of the Market Measure will continue to fluctuate until the Observation Level or Ending Value, as applicable, Value is determined. If you sell your notes MITTS when the value of the Market Measure is less than, or not sufficiently above the applicable Call Level Starting Value (or in the case of bear notes Bear MITTS is more than, or not sufficiently less than the Call LevelStarting Value), then you may receive less than the Original Offering Price of your notesMITTS. In general, the market value of the notes MITTS will decrease as the value of the Market Measure decreases, and increase as the value of the Market Measure increases, while the reverse will be the case as to bear notesBear MITTS. However, as the value of the Market Measure increases or decreases, the market value of the notes MITTS is not expected to increase or decrease at the same rate. In addition, if a Capped Value is specified in the applicable Term Sheet, because the amount payable on the notes upon an automatic redemption Redemption Amount will not exceed the applicable Call Amountthat Capped Value, we do not expect that the notes MITTS will trade in the secondary market above that Call Amount. Similarly, if the notes are not automatically called on any Observation Date, your return will be limited to the Original Offering Price,Capped Value.

Value of the Market Measure. Whether or not your notes will be called prior Because the Redemption Amount is tied to the maturity date andEnding Value, if not called, the Redemption Amount, is determined by reference to the value values of the Market Measure during the Maturity Valuation Period or on the applicable Observation Dates. Table of Contents Consequentlycalculation day, we anticipate that the market value of the notes XXXx at any time will depend substantially on the value of the Market Measure. The value of the Market Measure will be influenced by complex and interrelated political, economic, financial, and other factors that affect the capital markets generally, the markets on which the securities securities, commodities, or commodities other assets of the Market Measure and, in the case of exchange traded fund Market Measures, the components of the Underlying Index, are traded, and the market segments of which these securities or commodities assets are a part. Even if the value of the Market Measure increases (or in the case of bear notesBear XXXx, decreases) after the applicable pricing date, if you are able to sell your notes XXXx before their maturity date, you may receive substantially less than the amount that would be payable upon an automatic redemption or at maturity based on that value because of the anticipation that the value of the Market Measure will continue to fluctuate until the Observation Level or Ending Value, as applicable, Value is determined. If you sell your notes XXXx when the value of the Market Measure is less than, or not sufficiently above the applicable Call Level Starting Value (or in the case of bear notes Bear XXXx is more than, or not sufficiently less than the Call LevelStarting Value), then you may receive less than the Original Offering Price of your notesXXXx. In general, the market value of the notes XXXx will decrease as the value of the Market Measure decreases, and increase as the value of the Market Measure increases, while the reverse will be the case as to bear notesBear XXXx. However, as the value of the Market Measure increases or decreases, the market value of the notes XXXx is not expected to increase or decrease at the same rate. In addition, because the amount payable on the notes upon an automatic redemption Redemption Amount will not exceed the applicable Call AmountCapped Value, we do not expect that the notes XXXx will trade in the secondary market above that Call Amount. Similarly, if the notes are not automatically called on any Observation Date, your return will be limited to the Original Offering Price,Capped Value.

Value of the Market Measure. Whether or not your notes will be called prior Because the Redemption Amount is tied to the maturity date andEnding Value, if not called, the Redemption Amount, is determined by reference to the value values of the Market Measure during the Maturity Valuation Period or on the applicable Observation Dates. Table of Contents Consequentlycalculation day, we anticipate that the market value of the notes LIRNs at any time will depend substantially on the value of the Market Measure. The value of the Market Measure will be influenced by complex and interrelated political, economic, financial, and other factors that affect the capital markets generally, the markets on which the securities securities, commodities, or commodities other assets of the Market Measure and, in the case of exchange traded fund Market Measures, the components of the Underlying Index, are traded, and the market segments of which these securities or commodities assets are a part. Even if the value of the Market Measure increases (or in the case of bear notesBear LIRNs, decreases) after the applicable pricing date, if you are able to sell your notes LIRNs before their maturity date, you may receive substantially less than the amount that would be payable upon an automatic redemption or at maturity based on that value because of the anticipation that the value of the Market Measure will continue to fluctuate until the Observation Level or Ending Value, as applicable, Value is determined. If you sell your notes LIRNs when the value of the Market Measure is less than, or not sufficiently above the applicable Call Level Starting Value (or in the case of bear notes Bear LIRNs is more than, or not sufficiently less than the Call LevelStarting Value), then you may receive less than the Original Offering Price of your notesLIRNs. In general, the market value of the notes LIRNs will decrease as the value of the Market Measure decreases, and increase as the value of the Market Measure increases, while the reverse will be the case as to bear notesBear LIRNs. However, as the value of the Market Measure increases or decreases, the market value of the notes LIRNs is not expected to increase or decrease at the same rate. In addition, because if your LIRNs are Capped LIRNs, the amount payable on the notes upon an automatic redemption Redemption Amount will not exceed the applicable Call AmountCapped Value, and we do not expect that the notes Capped LIRNs will trade in the secondary market above that Call Amount. Similarly, if the notes are not automatically called on any Observation Date, your return will be limited to the Original Offering Price,Capped Value.