Obligation CBIC 2% ( US13605WVS78 ) en USD

CBIC

100 % ⇌

Canada

US13605WVS78 ( en USD )

2% par an ( paiement semestriel )

28/02/2025 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WVS78 en USD 2%, échue

1 000 USD

5 000 000 USD

13605WVS7

N/A

La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WVS78, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2025

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424B2 1 a20-10800_16424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233663

Pricing Supplement dated February 26, 2020
(To Prospectus Supplement dated December 16, 2019
and Prospectus dated December 16, 2019)
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$5,000,000 2.00% Callable Notes due February 28, 2025
We, Canadian Imperial Bank of Commerce (the "Bank" or "CIBC"), are offering $5,000,000 aggregate principal amount of 2.00% Callable Notes due
February 28, 2025 (CUSIP: 13605WVS7 / ISIN: US13605WVS78) (the "Notes").
At maturity, if the Notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount, plus any
accrued and unpaid interest. Interest will be paid semi-annually on February 28 and August 28 of each year, commencing on August 28, 2020, with
the final Interest Payment Date occurring on the Maturity Date. The Notes will accrue interest semi-annually at a rate of 1.00% (or 2.00% per annum)
during the term of the Notes.
We have the right to redeem the Notes, in whole but not in part, annually on the Interest Payment Date falling on February 28 of each year, beginning
on February 28, 2021 and ending on February 28, 2024. The Redemption Price will be 100% of the principal amount plus accrued and unpaid interest
to, but excluding, the applicable Optional Redemption Date.
The Notes will be issued in minimum denominations of $1,000, and integral multiples of $1,000 in excess thereof.
The Notes will not be listed on any securities exchange or automated quotation system.
The Notes are unsecured obligations of CIBC and all payments on the Notes are subject to the credit risk of CIBC. The Notes will not
constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other
government agency or instrumentality of Canada, the United States or any other jurisdiction.
Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or disapproved
of these Notes or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to conversion in whole or in part -- by means of a
transaction or series of transactions and in one or more steps -- into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of
the Canada Deposit Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in consequence, and subject to the application of
the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the
Notes. See "Description of Senior Debt Securities -- Special Provisions Related to Bail-inable Debt Securities" in the accompanying prospectus and
"Risk Factors -- General Risks Relating to the Notes" in the accompanying prospectus supplement.
Investing in the Notes involves risks. See the "Additional Risk Factors" beginning on page PS-5 of this pricing supplement and the "Risk
Factors" beginning on page S-1 of the accompanying prospectus supplement and page 1 of the prospectus.

Price to Public
Underwriting Discount(1)(2)
Proceeds to CIBC(3)
(Original Issue Price)(1)
Per Note
100.00%
1.00%
99.00%
Total
$5,000,000.00
$50,000.00
$4,950,000.00
(1) Because certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions, fees or

commissions, the public offering price for investors purchasing the Notes in such fee-based advisory accounts will be $990.00 per Note.
(2) Morgan Stanley & Co. LLC ("MS&Co.") will receive commissions from the Issuer of 1.00% of the principal amount of the Notes, or $10.00

per $1,000.00 principal amount. MS&Co. will use these commissions to pay variable selling concessions or fees (including custodial or clearing
fees) to other dealers. The commission received by MS&Co. will be equal to the selling concession paid to such dealers. Dealers who purchase
the Notes for sale to certain fee-based advisory accounts will forgo some or all selling concessions or fees or commissions, as described above. In
such circumstances, MS&Co. will also forgo some or all commissions paid to it by the Issuer.

(3) Excludes profits from hedging. For additional considerations relating to hedging activities see "Additional Risk Factors - The Inclusion of

Dealer Spread and Projected Profit from Hedging in the Original Issue Price is Likely to Adversely Affect Secondary Market Prices" in this
pricing supplement.
We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on February 28, 2020 against payment
in immediately available funds.

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ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated December 16, 2019 (the "prospectus") and the prospectus
supplement dated December 16, 2019 (the "prospectus supplement"), relating to our Senior Global Medium-Term Notes, of which
these Notes are a part, for additional information about the Notes. Information in this pricing supplement supersedes information in the
prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined
herein have the meanings set forth in the prospectus supplement or the prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus. This pricing supplement may be used only for the purpose for which it has
been prepared. No one is authorized to give information other than that contained in this pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus, and in the documents referred to in this pricing supplement, the prospectus
supplement and the prospectus and which are made available to the public. We have not, and MS&Co. has not, authorized any other
person to provide you with different or additional information. If anyone provides you with different or additional information, you
should not rely on it.

We are not, and MS&Co. is not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in or incorporated by reference in this pricing supplement, the accompanying
prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of the applicable document. Our
business, financial condition, results of operations and prospects may have changed since that date. Neither this pricing supplement,
nor the accompanying prospectus supplement, nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or
on behalf of MS&Co., to subscribe for and purchase any of the Notes and may not be used for or in connection with an offer or
solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful
to make such an offer or solicitation.

References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial
Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has
changed, by reviewing our filing for the relevant date on the SEC website):

·
Prospectus supplement dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073058/a19-24965_3424b2.htm
·
Prospectus dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073027/a19-24965_1424b3.htm

PS-1
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SUMMARY

The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
prospectus supplement and the prospectus, each filed with the SEC. See "About This Pricing Supplement" in this pricing supplement.

Issuer:

Canadian Imperial Bank of Commerce (the "Issuer" or the "Bank")

Type of Note:

2.00% Callable Notes due February 28, 2025

CUSIP/ISIN:

CUSIP: 13605WVS7 / ISIN: US13605WVS78

Minimum Denominations: $1,000 and integral multiples of $1,000 in excess thereof.

Principal Amount:

$1,000 per Note

Aggregate Principal

$5,000,000
Amount of Notes:

Currency:

U.S. Dollars

Trade Date:

February 26, 2020

Original Issue Date:

February 28, 2020

Maturity Date:

February 28, 2025, subject to early redemption and postponement as described in "--Business Day"
below.

Interest Accrual Date:

February 28, 2020

Interest Rate:

The Notes will accrue interest semi-annually at a rate of 1.00% (or 2.00% per annum).

Interest Period:

Semi-annual

Interest Payment Dates:

Semi-annually, payable in arrears on February 28 and August 28 of each year, commencing on
August 28, 2020 and ending on the Maturity Date, subject to postponement as described in "--
Business Day" below.

Day Count Fraction:

30/360

Record Date:

Interest will be payable to the persons in whose names the Notes are registered at the close of business
on the Business Day immediately preceding each Interest Payment Date, which we refer to as a
"regular record date," except that the interest due at maturity or upon early redemption will be paid to
the persons in whose names the Notes are registered on the Maturity Date or the Optional Redemption
Date, as applicable.

Optional Early Redemption We have the right to redeem the Notes, in whole but not in part, on any Optional Redemption Date.
/ Redemption Price:
The Redemption Price will be 100% of the principal amount plus any accrued and unpaid interest to,
but excluding, the date of such redemption. If we elect to redeem the Notes, we will give you notice at
least 5 Business Days and no more than 20 Business Days before the date of such redemption.

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Optional Redemption Dates: Annually, on the Interest Payment Dates falling on February 28 of each year, beginning on
February 28, 2021 and ending on February 28, 2024, subject to postponement as described in "--
Business Day" below.

Canadian Bail-in Powers:

The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to
conversion in whole or in part -- by means of a transaction or series of transactions and in one or
more steps -- into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the
Canada Deposit Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in
consequence, and subject to the application of the laws of the Province of Ontario and the federal laws
of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.
See "Description of Senior Debt Securities -- Special Provisions Related to Bail-inable Debt
Securities" in the accompanying prospectus and "Risk Factors -- General Risks Relating to the
Notes" in the accompanying prospectus supplement.

Agreement with Respect to By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to
the Exercise of Canadian
(i) agree to be bound, in respect of the Notes, by the CDIC Act, including the conversion of the Notes,
Bail-in Powers:
in whole or in part -- by means of a transaction or series of transactions and in one or more steps --
into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act
and the variation or extinguishment of the Notes in consequence, and by the application of the laws of
the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation
of the CDIC Act with respect to the Notes; (ii) attorn and submit to the jurisdiction of the courts in the
Province of Ontario with respect to the CDIC Act and those laws; and (iii) acknowledge and agree
that the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or beneficial
owner despite any provisions in the indenture or the Notes, any other law that governs the Notes and
any other agreement, arrangement or understanding between that holder or beneficial owner and the
Bank with respect to the Notes. Holders and beneficial owners of Notes will have no further rights in
respect of their bail-inable notes to the extent those bail-inable notes are converted in a bail-in
conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in
any Note, each holder or beneficial owner of that Note is deemed to irrevocably consent to the
converted portion of the principal amount of that Note and any accrued and unpaid interest thereon
being deemed paid in full by the Bank by the issuance of common shares of the Bank (or, if
applicable, any of its affiliates) upon the occurrence of a bail-in conversion, which bail-in conversion
will occur without any further action on the part of that holder or beneficial owner or the trustee;
provided that, for the avoidance of doubt, this consent will not limit or otherwise affect any rights that
holders or beneficial owners may have under the bail-in regime. See "Description of Senior Debt
Securities-- Special Provisions Related to Bail-inable Debt Securities" in the accompanying
prospectus for a descriptions of provisions applicable to the Notes as a result of Canadian bail-in
powers.

Calculation Agent:

Canadian Imperial Bank of Commerce. We may appoint a different Calculation Agent without your
consent and without notifying you.

All determinations made by the Calculation Agent will be at its sole discretion, and, in the absence of
manifest error, will be conclusive for all purposes and binding on us and you. All percentages and
other amounts resulting from any calculation with respect to the Notes will be rounded at the
Calculation Agent's discretion. The Calculation Agent will have no liability for its determinations.

Ranking:

Senior, unsecured

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Business Day:

New York and Toronto. If any scheduled payment date is not a Business Day, the payment will be
made on the next succeeding Business Day. No additional interest will accrue on the Notes as a result
of such postponement, and no adjustment will be made to the length of the relevant interest period.

Listing:

None

Withholding:

The Bank or the applicable paying agent will deduct or withhold from a payment on a Note any
present or future tax, duty, assessment or other governmental charge that the Bank determines is
required by law or the interpretation or administration thereof to be deducted or withheld. Payments
on a Note will not be increased by any amount to offset such deduction or withholding.

PS-4
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ADDITIONAL RISK FACTORS

An investment in the Notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge
you to read "Risk Factors" beginning on page S-1 of the accompanying prospectus supplement and "Risk Factors" beginning on page 1
of the accompanying prospectus.

You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration,
with your advisers, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in this
pricing supplement and the accompanying prospectus and prospectus supplement.

We May Redeem The Notes, In Which Case You Will Receive No Further Interest Payments.

We retain the option to redeem the Notes, in whole but not in part, on any Optional Redemption Date by giving at least 5 Business
Days and no more than 20 Business Days' prior notice. It is more likely that we will redeem the Notes prior to their stated Maturity
Date to the extent that the interest payable on the Notes is greater than the interest that would be payable on our other instruments of a
comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed prior to their stated Maturity Date, you
will receive no further interest payments from the Notes redeemed and may have to re-invest the proceeds in a lower rate environment.

The Price At Which The Notes May Be Sold Prior To Maturity Will Depend On A Number Of Factors And May Be
Substantially Less Than The Amount For Which They Were Originally Purchased.

The price at which the Notes may be sold prior to maturity will depend on a number of factors. Some of these factors include, but are
not limited to: (i) changes in interest rates generally, (ii) any actual or anticipated changes in our credit ratings or credit spreads, and
(iii) time remaining to maturity. In particular, because the terms of the Notes permit us to redeem the Notes prior to maturity, the price
of the Notes may be impacted by the redemption feature of the Notes. Additionally, the interest rates of the Notes reflect not only our
credit spread generally but also the redemption feature of the Notes and thus may not reflect the rate at which a note without a
redemption feature and increasing interest rate might be issued and sold.

Depending on the actual or anticipated level of interest rates, the market value of the Notes may decrease and you may receive
substantially less than 100% of the original issue price if you sell your Notes prior to maturity.

The Inclusion Of Dealer Spread And Projected Profit From Hedging In The Original Issue Price Is Likely To Adversely Affect
Secondary Market Prices.

Assuming no change in market conditions or any other relevant factors, the price, if any, at which MS&Co. or any other party is willing
to purchase the Notes at any time in secondary market transactions will likely be significantly lower than the original issue price, since
secondary market prices are likely to exclude underwriting commissions paid with respect to the Notes and the cost of hedging our
obligations under the Notes that are included in the original issue price. The cost of hedging includes the projected profit that we and/or
our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary
market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In addition, any secondary
market prices may differ from values determined by pricing models used by MS&Co. as a result of dealer discounts, mark-ups or other
transaction costs.

Your Investment Is Subject To The Credit Risk Of The Bank.

The Notes are senior unsecured debt obligations of the Bank and are not, either directly or indirectly, an obligation of any third party.
As further described in the accompanying prospectus and prospectus supplement, the Notes will rank on par with all of the other
unsecured and unsubordinated debt obligations of the Bank, except such obligations as may be preferred by operation of law. All
payments to be made on the Notes, including the interest payments and the return of the principal amount at maturity, depend on the
ability of the Bank to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of the Bank may
affect the market value of the Notes and, in the event the Bank were to default on its obligations, you may not receive the amounts
owed to you under the terms of the Notes.

If we default on our obligations under the Notes, your investment would be at risk and you could lose some or all of your investment.
See "Description of Senior Debt Securities--Events of Default" in the prospectus.

PS-5
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The Notes Will Be Subject to Risks, Including Conversion in Whole or in Part -- by Means of a Transaction or Series of
Transactions and in One or More Steps -- into Common Shares of CIBC or Any of its Affiliates, Under Canadian Bank
Resolution Powers.

Under Canadian bank resolution powers, the Canada Deposit Insurance Corporation (the "CDIC") may, in circumstances where CIBC
has ceased, or is about to cease, to be viable, assume temporary control or ownership of CIBC and may be granted broad powers by
one or more orders of the Governor in Council (Canada), including the power to sell or dispose of all or a part of the assets of CIBC,
and the power to carry out or cause CIBC to carry out a transaction or a series of transactions the purpose of which is to restructure the
business of CIBC. If the CDIC were to take action under the Canadian bank resolution powers with respect to CIBC, this could result
in holders or beneficial owners of the Notes being exposed to losses and conversion of the Notes in whole or in part -- by means of a
transaction or series of transactions and in one or more steps -- into common shares of CIBC or any of its affiliates.

As a result, you should consider the risk that you may lose all or part of your investment, including the principal amount plus any
accrued interest, if the CDIC were to take action under the Canadian bank resolution powers, including the bail-in regime, and that any
remaining outstanding Notes, or common shares of CIBC or any of its affiliates into which the Notes are converted, may be of little
value at the time of a bail-in conversion and thereafter. See "Description of Senior Debt Securities--Special Provisions Related to Bail-
inable Debt Securities" in the prospectus and "Risk Factors--General Risks Relating to the Notes" in the prospectus supplement for a
description of provisions and risks applicable to the Notes as a result of Canadian bail-in powers.

Certain Business and Trading Activities May Create Conflicts with Your Interests and Could Potentially Adversely Affect the
Value of the Notes.

We, MS&Co. or one or more of our respective affiliates may engage in trading and other business activities that are not for your
account or on your behalf (such as holding or selling of the Notes for our proprietary account or effecting secondary market
transactions in the Notes for other customers). These activities may present a conflict between your interest in the Notes and the
interests we, MS&Co. or one or more of our respective affiliates may have in our or their proprietary account. We, MS&Co. and our
respective affiliates may engage in any such activities without regard to the Notes or the effect that such activities may directly or
indirectly have on the value of the Notes.

Moreover, we, MS&Co. and our respective affiliates play a variety of roles in connection with the issuance of the Notes, including
hedging our obligations under the Notes. We expect to hedge our obligations under the Notes through one of our affiliates and/or
another unaffiliated counterparty. In connection with such activities, our economic interests and the economic interests of affiliates of
ours may be adverse to your interests as an investor in the Notes. Any of these activities may affect the value of the Notes. In addition,
because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging activity may
result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits
realized in hedging our obligations under the Notes even if investors do not receive a favorable investment return under the terms of the
Notes or in any secondary market transaction.

In addition, the Bank will serve as calculation agent for the Notes and will have sole discretion in calculating the amounts payable in
respect of the Notes. Exercising discretion in this manner could adversely affect the value of the Notes.

The Notes Will Not Be Listed On Any Securities Exchange Or Any Inter-Dealer Quotation System; There May Be No
Secondary Market For The Notes; Potential Illiquidity Of The Secondary Market; Holding Of The Notes By MS&Co. Or Its
Or Our Affiliates And Future Sales.

The Notes are most suitable for purchasing and holding to maturity or the Optional Redemption Date, as applicable. The Notes will be
new securities for which there is no trading market. The Notes will not be listed on any organized securities exchange or any inter-
dealer quotation system. We cannot assure you as to whether there will be a trading or secondary market for the Notes or, if there were
to be such a trading or secondary market, that it would be liquid.

Under ordinary market conditions, MS&Co. or any of its affiliates may (but are not obligated to) make a secondary market for the
Notes and may cease doing so at any time. Because we do not expect other broker-dealers to participate in the secondary market for the
Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which MS&Co. or any of its
affiliates are willing to transact. If none of MS&Co. or

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any of its affiliates makes a market for the Notes, there will not be a secondary market for the Notes. Accordingly, we cannot assure
you as to the development or liquidity of any secondary market for the Notes. If a secondary market in the Notes is not developed or
maintained, you may not be able to sell your Notes easily or at prices that will provide you with a yield comparable to that of similar
securities that have a liquid secondary market.

In addition, the principal amount of the Notes being offered may not be purchased by investors in the initial offering, and MS&Co. or
one or more of its or our affiliates may agree to purchase any unsold portion. MS&Co. or such affiliate or affiliates intend to hold the
Notes, which may affect the supply of the Notes available in any secondary market trading and therefore may adversely affect the price
of the Notes in any secondary market trading. If a substantial portion of any Notes held by MS&Co. or its or our affiliates were to be
offered for sale following this offering, the market price of such Notes could fall, especially if secondary market trading in such Notes
is limited or illiquid.

The Notes Are Not Insured By Any Third Parties.

The Notes will be solely our obligations. Neither the Notes nor your investment in the Notes are insured by the United States Federal
Deposit Insurance Corporation, the Canada Deposit Insurance Corporation, the Bank Insurance Fund or any other government agency
or instrumentality of the United States, Canada or any other jurisdiction.

The Tax Treatment Of The Notes Is Uncertain.

Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about your own tax situation.
See "U.S. Federal Income Tax Considerations" and "Certain Canadian Income Tax Considerations" in this pricing supplement.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the
Notes. The following summary is not complete and is both qualified and supplemented by (although to the extent inconsistent
supersedes) the discussion entitled "Material Income Tax Consequences--United States Taxation" in the accompanying prospectus,
which you should carefully review prior to investing in the Notes. It applies only to those U.S. Holders who are not excluded from the
discussion of United States Taxation in the accompanying prospectus. It does not apply to U.S. Holders subject to special
rules including holders subject to Section 451(b) of the Code. You should consult your tax advisor concerning the U.S. federal
income tax and other tax consequences of your investment in the Notes in your particular circumstances, including the
application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

We intend to treat the Notes as debt instruments for U.S. federal income tax purposes. Accordingly, the coupon on a Note will be
taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder's normal
method of accounting for tax purposes.

Upon the sale, exchange, retirement or other disposition of a Note, a U.S. Holder will recognize taxable gain or loss equal to the
difference, if any, between the amount realized on the sale, exchange, retirement or other disposition, other than accrued but unpaid
interest which will be taxable as interest, and such U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis in a
Note generally will equal the cost of the Note to such U.S. Holder, and any such gain or loss will generally be capital gain or loss. For a
non-corporate U.S. Holder, under current law, the maximum marginal U.S. federal income tax rate applicable to the gain will be
generally lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income if the U.S. Holder's holding
period for the Notes exceeds one year (i.e., such gain is long-term capital gain). Any gain or loss realized on the sale, exchange,
retirement or other disposition of a Note generally will be treated as U.S. source gain or loss, as the case may be. Consequently, a U.S.
Holder may not be able to claim a credit for any non-U.S. tax imposed upon a disposition of a Note. The deductibility of capital losses
is subject to limitations.

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