Determination Date for the immediately preceding Interest Payment Date to (but excluding) the last USGS Business Day falling prior to the
Interest Determination Date for such Floating Rate Interest Period; provided that the first Observation Period shall commence on (and include) the last USGS Business Day falling prior to the day which is two business days prior to the
Optional Redemption Date;
SOFR means, in relation to any day, the rate
determined by the calculation agent in accordance with the following provisions:
(1)
the daily Secured Overnight Financing Rate for trades made on such day available at or around the Reference Time on the NY Federal Reserves Website;
(2) if the rate specified in (1) above is not available at or around the Reference Time for such day (and a Benchmark Transition Event and its related
Benchmark Replacement Date have not occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day for which such rate was published on the NY Federal Reserves Website;
SOFRi means, in relation to any USGS Business Day i, in the
relevant Observation Period, SOFR in respect of such USGS Business Day; and
USGS Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any
successor thereto (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Notwithstanding clauses (1) and (2) of the definition of SOFR above, if HSBC
Holdings (in consultation, to the extent practicable, with the calculation agent) or HSBC Holdings designee (in consultation with HSBC Holdings) determine on or prior to the relevant Interest Determination Date that a Benchmark Transition
Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the Benchmark Transition Provisions set forth below will thereafter apply to all determinations of the rate of interest payable on the Notes during the
Floating Rate Period.
In accordance with and subject to the Benchmark Transition
Provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period on the Notes during the Floating Rate Period will be determined by reference to
a rate per annum equal to the Benchmark Replacement plus the Margin.
designee means an affiliate or any other agent of HSBC Holdings.
NY Federal Reserves Website means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org (or any successor
website).
Reference Time means (1) if the Benchmark is Compounded Daily
SOFR, for each USGS Business Day, 3:00 p.m. (New York time) on the next succeeding USGS Business Day, and (2) if the Benchmark is not Compounded Daily SOFR, the time determined by HSBC Holdings (in consultation, to the extent practicable, with the
calculation agent) or HSBC Holdings designee (in consultation with HSBC Holdings) in accordance with the Benchmark Replacement Conforming Changes.
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