EFTA01344645.pdf

Page 16 of 17 Market Disruption Events The Calculation Agent may, in its sole discretion, determine that an event has occurred that prevents us or our affiliates from properly hedging our obligations under the Notes or prevents the Calculation Agent from valuing the Reference Currency in the manner initially provided for herein. These events may include disruptions or suspensions of trading in the markets as a whole or general inconvertibility, or non-transferability of the Reference Currency. If the Calculation Agent, in its sole discretion, determines that any of these events has occurred or is occurring on the Final Valuation Date, the Calculation Agent may determine the Final Spot Rate in good faith and in a commercially reasonable manner on such date, or, in the discretion of the Calculation Agent, may detennine to postpone the Final Valuation Date and Maturity Date for up to five scheduled trading days, each of %%filch may adversely affect the return on your Notes. if the Final Valuation Date has been postponed for five consecutive scheduled trading days and a market disruption event continues on the filth scheduled trading day, then that firth scheduled trading day will nevertheless be the Final Valuation Date and the Calculation Agent will detennine the Spot Rate of the Reference Currency using the formula for and method of determining such Spot Rate which applied just prior to the market disruption event (or in good faith and in a commercially reasonable manner) on such date. If the Maturity Date is not a business day, the amounts payable on the Notes will be paid on the next following business day and no interest will be paid in respect of such postponement. A -business day" means any day, other than a Saturday or Sunday. that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York. Events of Default and Acceleration If the Notes have become immediately due and payable following an event of default (as defined in the accompanying prospectus) with respect to the Notes, the Calculation Agent will determine the accelerated Payment at Maturity due and payable in the same general manner as described in "Key Terms" in this pricing supplement. in that case, the business day preceding the date of acceleration will be used as the Final Valuation Date for purposes of determining the accelerated Reference Currency Return (including the Final Spot Rate). The accelerated Maturity Date will be the filth business day following the accelerated Final Valuation Date. If the Notes have become immediately due and payable following an event of default, you will not be entitled to any additional payments with respect to the Notes. For more information, six "Description of Debt Securities — Senior Debt Securities — Events of Default" in the accompanying prospectus. Supplemental Plan of Distribution (Conflicts of Interest) Pursuant to the terms of a distribution agreement, HSBC Securities (USA)Inc., an affiliate ofHSBC, will purchase the Notes from HSBC for distribution to J.P. Morgan Securities LLC and certain of its miistered broker-dealer affiliates, acting as placement agent, at the price indicated on the cover of this pricing supplement. The placement agents for the Notes will receive a fee that will not exceed SIO per SI,000 Principal Amount ofNotes. In addition, I ISBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making transactions after the initial sale of the Notes, but is under no obligation to make a market in the Notes and may discontinue any market-making activities at any time without notice. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page S-49 in the prospectus supplement. Delivery of the Notes will be made against payment for the Notes on the Original Issue Date set forth on the cover page of this document, which is the filth business day following the Trade Date of the Notes. Under Rule 15th-1 under the Securities Exchange Act of 1934, trades in the secondary• market generally arc required to settle in three business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the Trade Date and the following business day thereafter will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors. Validity urthc Notes In the opinion of Morrison & Foerster LLP, as counsel to the Issuer, when the Notes offered by this pricing supplement have been executed and delivered by the issuer and authenticated by the trustee pursuant to the Senior Indenture referred to in the prospectus supplement dated March 22, 2012. and issued and paid for as contemplated herein, such Notes will be valid, binding and enforceable obligations of the Issuer, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date he h ttp.//www.sec.gov/Archives/edgar/data/83246/000114420413020645/v340782_424b2.htm 10/29/2013 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0030340 CONFIDENTIAL SDNY GM_00176524 EFTA01344645