EFTA01344635.pdf

Page I I of I I Merkel Disruption El enta The Calculation Agent may. in its sole discretion. deta-minc 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 die 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 disaction of the Calculation Agent. may determine to postpone the Final Valuation Date and Maturity Date for up to five scheduled trading days. each of which may adversely affect the return on your Notes. If the Final Valuation Date has been postponed 'Or lice consecutive scheduled trading days and a market disruption event continues on the fifth scheduled trading day. then that fifth scheduled trading day will nevertheless be the Final Valuation Date and the Calculation Agent will determine 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 4trelenition 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 ease, 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 fifth 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. see "Description of Debt Securities — Senior Debt Securities — Evans of Default" in the accompanying prospectus. Supplemental Plan of Distribution d :onft jets of Initrest) Pursuant to the terms of a distribution agreement. IISBC Securities (USA) Inc.. an affiliate of IISBC. will purchase the Notes from IISBC for distribution to J.P. Morgan Securities 1.1.0 and certain of its registered broker-dealer affiliates. acting as placement agent. at the price indicated on the COVOT of this pricing supplement. The placement agents for the Notes will receive a fee that will not exceed 510 per 51.000 Principal Amount of Notes. In addition. liSBC 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 maiketmaking 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 fifth business day following the Trade Date of the Notes. Under Rule l5c6- I under the Securities Exchange Act of 1934. trades in the secondary market generally are required to settle in three business days. unless the parties to that trade expressly agree otherwise. Accordingly, purchase's 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. % alidity of the Note. In the opinion of Morrison & Focrster 1.1..P, 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 of naing 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 hereof and is limited to the laws of the State of New York. the Maryland General Corporation Law (including the statutory provisions. all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America. This opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel's reliance on the Issuer and other sources as to certain factual matters. all as stated in the legal opinion dated July 27. 2012. which has been tiled as Exhibit 3.1 to the Issuer's Current Report on Form 11-K dated July 27. 2012. http.//www.sec.gov/Archives/edgar/data/83246/000114420413015558/v338382_424b2.htm 10/29/2013 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0030314 CONFIDENTIAL SDNY GM_00176498 EFTA01344635