JPMORGAN CHASE & CO. - Irish Stock Exchange

specified by the payee, (ii) in the case of Japanese yen, the transfer may be to a non-resident Japanese yen
account with a foreign exchange bank, and (iii) payment will not be made either by mail to an address in the
United States or by transfer to an account maintained in the United States.
(b)
Registered Notes
Interest on Notes represented by Certificates shall be paid to the person shown on the Register at the close of
business on the fifteenth day before the due date for payment thereof (the “Record Date”).
Payments of principal in respect of Notes represented by Certificates will (subject as provided below) be made
in the manner provided in the first sentence of this paragraph (b) only against surrender of the relevant
Certificate at the specified office of any Transfer Agent.
Payments of instalments of principal (if any) in respect of Notes represented by Certificates, other than the final
instalment, will (subject as provided below) be made in the manner provided in the first sentence of this
paragraph (b). Payment of the final instalment will be made in the manner provided in the first sentence of this
paragraph (b) only against surrender of the relevant Certificate in accordance with the preceding paragraph.
(c)
Payments in the United States
Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect
thereof may be made at the specified office of any Paying Agent in New York City in the same manner as
aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States
with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the
Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal
or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such
amounts and (iii) such payment is then permitted by United States law.
(d)
Conversion, Substitution or Redenomination of Currency
Unless otherwise specified in the applicable Final Terms or Prospectus, in the event that the relevant currency
(the “national currency unit”) for payment of the Notes and/or any Receipts or Coupons is converted into, or
there is substituted for the national currency unit, another currency (the “new currency”) pursuant to law
having general and direct applicability in the country of the national currency unit (including, for the avoidance
of doubt, European Community laws) (“Relevant Law”), any amount payable in respect of the Notes and/or
any Receipts or Coupons shall, subject to the following sentence, be made in the new currency at the
conversion rate prescribed by Relevant Law at the time of such payment. If any such substitution or conversion
occurs and, pursuant to Relevant Law, payments to be made under legal instruments stipulating the use of or
denomination in a national currency unit may be performed in such country in either the national currency unit
or in the new currency, the Issuer shall be entitled, at its option, to pay any amount payable in respect of the
Notes and/or any Receipts or Coupons either in the national currency unit or in the new currency at the
conversion rate prescribed by Relevant Law at the time of such payment. The occurrence or non-occurrence of
a currency conversion, replacement or introduction of a type described in this paragraph or any payment in a
new currency in accordance with the terms of this provision shall not (i) constitute a default of the Issuer’s
obligations under the Notes and/or any Receipts or Coupons, (ii) require any consent of any party or be deemed
to be a modification or amendment of the terms or provisions of the Notes and/or any Receipts or Coupons by
the Issuer requiring any such consent, (iii) entitle the Issuer to avoid its obligations under the Notes and/or any
receipts or Coupons or (iv) entitle the Issuer or any holder of a Note and/or any Receipt or Coupon to rescission
of the purchase and sale thereof or to reformation of any of the terms or provisions thereof on the grounds of
impossibility or impracticability of performance, frustration of purpose or otherwise. Further, in the event of an
official redenomination with respect to the national currency unit for payment of the relevant Notes and/or any
Receipts or Coupons by the government of the country of the national currency unit, the obligations of the
Issuer with respect to payment on the Notes and/or any Receipts or Coupons in such redenominated currency
shall, in all cases, be adjusted to equal an amount of redenominated currency thereafter representing the amount
of such obligations in the national currency unit immediately before such redenomination. Any payment made
in accordance with the foregoing shall be a complete discharge of the Issuer’s payment obligations in respect of
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