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JPMORGAN CHASE & CO. - Irish Stock Exchange

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An Asset Transfer Notice must:<br />

(1) specify the name and address of the relevant Noteholder, any details required for delivery as set out in<br />

the applicable Final Terms or Prospectus and the person from whom the Issuer may obtain details for<br />

the delivery of the Asset Amount if such delivery is to be made otherwise than in the manner specified<br />

in the applicable Final Terms or Prospectus;<br />

(2) in the case of Notes represented by a Global Note, specify the nominal amount of Notes which are the<br />

subject of such notice and the number of the Noteholder’s account at Euroclear, Clearstream,<br />

Luxembourg or DTC, as the case may be, to be debited with such Notes and irrevocably instruct and<br />

authorise Euroclear, Clearstream, Luxembourg or DTC, as the case may be, to debit the relevant<br />

Noteholder’s account with such Notes on or before the Maturity Date;<br />

(3) include an undertaking to pay all Delivery Expenses and, in the case of Notes represented by a Global<br />

Note, an authority to debit a specified account of the Noteholder at Euroclear, Clearstream,<br />

Luxembourg or DTC, as the case may be, in respect thereof and to pay such Delivery Expenses;<br />

(4) specify an account to which any interest, dividends or other distributions payable pursuant to<br />

Condition 6(k) or any other cash amounts specified in the applicable Final Terms or Prospectus as<br />

being payable are to be paid; and<br />

(5) authorise the production of such notice in any applicable administrative or legal proceedings.<br />

No Asset Transfer Notice may be withdrawn after receipt thereof by Euroclear, Clearstream, Luxembourg,<br />

DTC or a Transfer Agent or Paying Agent, as the case may be, as provided above. After delivery of an Asset<br />

Transfer Notice, the relevant Noteholder may not transfer the Notes which are the subject of such notice.<br />

In the case of Notes represented by a Global Note, upon receipt of such notice, Euroclear, Clearstream,<br />

Luxembourg or DTC, as the case may be, shall verify that the person specified therein as the Noteholder is the<br />

holder of the specified nominal amount of Notes according to its books.<br />

Failure properly to complete and deliver an Asset Transfer Notice may result in such notice being treated as<br />

null and void. Any determination as to whether such notice has been properly completed and delivered as<br />

provided in these Terms and Conditions shall be made, in the case of Notes represented by a Global Note, by<br />

Euroclear, Clearstream, Luxembourg or DTC, as the case may be, after consultation with the Issuer, and shall<br />

be conclusive and binding on the Issuer and the relevant Noteholder; in the case of Notes represented by a<br />

Certificate (other than a Global Certificate), by the relevant Transfer Agent after consultation with the Issuer,<br />

and shall be conclusive and binding on the Issuer and the relevant Noteholder; and, in the case of Notes in<br />

definitive form, by the relevant Paying Agent after consultation with the Issuer. Such determinations will, in<br />

each case, be conclusive and binding on the relevant Noteholder.<br />

Subject as provided in this Condition, in relation to each Note which is to be redeemed by delivery of the Asset<br />

Amount, the Asset Amount will be delivered at the risk of the relevant Noteholder, in the manner provided<br />

above on the Maturity Date (such date, subject to adjustment in accordance with this Condition the “Delivery<br />

Date”), provided that the Asset Transfer Notice is duly delivered to Euroclear, Clearstream, Luxembourg, DTC<br />

or a Transfer Agent, as the case may be, with a copy to the Issuer, as provided above, not later than the close of<br />

business in each place of receipt on the Cut-Off Date.<br />

If an Asset Transfer Notice is delivered to Euroclear, Clearstream, Luxembourg, DTC or a Transfer Agent, as<br />

the case may be, with a copy to the Issuer, later than the close of business in each place of receipt on the Cut-<br />

Off Date, then the Asset Amount will be delivered as soon as practicable after the Maturity Date (in which<br />

case, such date of delivery shall be the Delivery Date) at the risk of such Noteholder in the manner provided<br />

above. For the avoidance of doubt, in such circumstances such Noteholder shall not be entitled to any<br />

payment, whether of interest or otherwise, in the event of such Delivery Date falling after the originally<br />

designated Delivery Date and no liability in respect thereof shall attach to the Issuer.<br />

60

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