080305_JPM Series Fix and Win ... - Börse Stuttgart
080305_JPM Series Fix and Win ... - Börse Stuttgart
080305_JPM Series Fix and Win ... - Börse Stuttgart
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transfer any of the Notes or any interest therein at any time, directly or indirectly, in the United States of<br />
America or to any U.S. Person. The terms used in this paragraph have the meanings given to them by<br />
Regulation S.<br />
Furthermore, each holder <strong>and</strong> beneficial owner will be deemed on purchase to agree that (1) the Notes offered in<br />
reliance on Regulation S will be represented by Global Notes <strong>and</strong> accordingly, prior to the expiration of the<br />
distribution compliance period, before any interest in a Global Note may be offered, sold, pledged or otherwise<br />
transferred to a person who takes delivery in the form of an interest in a Global Note, it will be required to<br />
provide any Paying Agent with a written certification of non-U.S. citizenship <strong>and</strong> residency (in the form<br />
provided in the Agency Agreement) <strong>and</strong> (2) the Issuer, the Guarantor (in relation to Notes issued by <strong>JPM</strong>IDL),<br />
the Fiscal Agent, the Arranger, the Dealer <strong>and</strong> their affiliates, <strong>and</strong> others will rely upon the truth <strong>and</strong> accuracy of<br />
the foregoing acknowledgements, representations <strong>and</strong> agreements.<br />
United Kingdom<br />
The Dealer has represented <strong>and</strong> agreed that:<br />
(a) it has only communicated or caused to be communicated <strong>and</strong> will only communicate or cause to be<br />
communicated an invitation or inducement to engage in investment activity (within the meaning of<br />
Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances<br />
in which Section 21(1) of the FSMA does not or, in the case of the Guarantor, would not, if it was not an<br />
authorised person, apply to the Issuer or the Guarantor; <strong>and</strong><br />
(b) it has complied <strong>and</strong> will comply with all applicable provisions of the FSMA with respect to anything<br />
done by it in relation to the Notes in, from or otherwise involving the United Kingdom.<br />
A09110530 AF 49