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Execution Copy
Addendum to Schedule to ISDA 1992 Master Agreement
Part 6
Physical Delivery of Shares or Bonds
Notwithstanding anything to the contrary In this Agreement. the foaming provisions wit apply for the
purposes of any Transaction, which contemplates by its terms the physical delivery of shares, participation
certificates, or other equity securities (*Shares') or the physical delivery of any bonds or other debt
securities ("Bonds"):
() Payment and Delivery
Section 2 of this Agreement is hereby amended as follows:
(a) Section 2(b) is amended by the substitution of "ten Local Business Days" for "five Local
Business Days":
(b) The following provision shall be included as Section 2(0:
(I) Dividends, Coupons and Expenses on Delivery : At dividends on the
Shares or coupons on the Bonds to be delivered shall be payable to and all
costs and expenses incurred in connection with the delivery of Shares or Bonds
(including, without prejudice to Section 2(d), any Tax or Stamp Tax and any
interest or penalties payable in connection therewith) shall be payable by the
party who would customarily receive such dividend or coupon or bear such
costs or expenses under a contract for the purchase of the Shares or Bonds,
as appropriate, by the deiveree through the clearance system specified in the
relevant Confirmation."
Default Interest
If, prier to the occurrence or effective designation of an Early Termination Date in respect of this
Transaction. a party defaults in the performance of any obligation required to be settled by
delivery, it will indemnify the other party on demand. in accordance with the practice of the
principal market for the Shares or the Bonds, for any costs. losses or expenses (including the
costs of borrowing such Shares or Bonds, if applicable) from such default. A certificate signed by
the deiveree setting out such costs, losses or expenses in reasonable detail shall be conclusive
evidence that they have been incurred.
Representations
In addition to the representations made pursuant to Section 3 of this Agreemert. each party
represents to the other party that at the time of delivery of any Shares or any Bonds to the other
party pursuant to this Agreement it possesses full legal and beneficial title thereto and it is
delivering the same free and clear of any len, claim, encumbrance or security interest of any kind
whatsoever created by the deliverer.
(iv) Amendments to Section 14 of the Agreement
The definition of 'Tax' in Section 14 of the Agreement is amended by the addition of "o
delivery' after 'of any payment".
(v) Agreements
28
Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00061159
EFTA01581746
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