JPMORGAN CHASE & CO. - Irish Stock Exchange

amended (the “Exchange Act”), or is at any time no longer eligible to act as such, and the Issuer is unable to locate a
qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of
Unrestricted Notes, the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for
business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or have announced
an intention permanently to cease business or have in fact done so and no successor clearing system is available, or (iii)
an Event of Default has occurred and is continuing (each such event, an “Exchange Event”). Upon the occurrence of
an Exchange Event, the Issuer will give notice to the Noteholders in accordance with Condition 16 and will cause
sufficient Certificates to be executed and delivered to the Registrar for completion, authentication and despatch to the
relevant Noteholder(s). A person having an interest in a Global Certificate must provide the Registrar with:
(i)
(ii)
a written order containing instructions and such other information as the Issuer and the Registrar may require to
complete, execute and deliver such Certificates; and
in the case of a DTC Restricted Global Certificate only, a fully completed, signed certification substantially to
the effect that the exchanging holder is not transferring its interest at the time of such exchange, or in the case
of a simultaneous resale pursuant to Rule 144A, a certification that the transfer is being made in compliance
with the provisions of Rule 144A. Certificates issued pursuant to this paragraph (ii) shall bear the legends
applicable to transfers pursuant to Rule 144A.
Upon receipt of the documents referred to in (i) and, if applicable, (ii) above, the Registrar shall arrange for the
execution of a Certificate registered in the name or names requested in the order referred to in (i) above and shall (a)
make such Certificate available free of charge to the person or persons named in such order at the specified office of the
Registrar or at the specified office of any Transfer Agent, or (b) make such Certificate available for delivery within three
business days (or twenty-one business days if the transfer, exchange or redemption is of Notes represented by a Global
Certificate where all or some of such Notes are to be represented by a Certificate (other than a Global Certificate)) free
of charge to or to the order of such person or persons, in each case in accordance with the instructions set out in the
order referred to in (i) above.
Transfers of Registered Notes
Transfers of interests in Global Certificates within DTC, Euroclear and Clearstream, Luxembourg will be in accordance
with the usual rules and operating procedures of the relevant clearing system. The laws of some states in the United
States require that certain persons take physical delivery in definitive form of securities. Consequently, the ability to
transfer interests in a DTC Restricted Global Certificate to such persons may be limited. Because DTC can only act on
behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in a
DTC Restricted Global Certificate to pledge such interest to persons or entities that do not participate in DTC, or
otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such
interest.
Beneficial interests in a Regulation S Global Certificate may be held only through Euroclear or Clearstream,
Luxembourg. Transfers may be made at any time by a holder of an interest in a Regulation S Global Certificate to a
transferee who wishes to take delivery of such interest through the DTC Restricted Global Certificate for the same
Series of Registered Notes provided that any such transfer made on or prior to the expiration of the distribution
compliance period referred to in “Subscription and Sale” relating to the Registered Notes represented by such
Regulation S Global Certificate will only be made upon receipt by the Registrar or any Transfer Agent of a written
certificate from the transferor of such interest to the effect that such transfer is being made to a person whom the
transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable securities law of any State of the United
States or any other jurisdiction. Any such transfer made thereafter of the Registered Notes represented by such
Regulation S Global Certificate will only be made upon request through Euroclear or Clearstream, Luxembourg by the
holder of an interest in the Regulation S Global Certificate to the Agent and receipt by the Agent of details of that
account at DTC to be credited with the relevant interest in the DTC Restricted Global Certificate. Transfers at any time
by a holder of any interest in the DTC Restricted Global Certificate to a transferee who takes delivery of such interest
through a Regulation S Global Certificate will only be made upon delivery to the Registrar or any Transfer Agent of a
certificate setting forth compliance with the provisions of Regulation S and giving details of the account at Euroclear or
Clearstream, Luxembourg, as the case may be, and DTC to be credited and debited, respectively, with an interest in the
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