JPMorgan - KASE

necessary to ensure that article 7:403 subsection 2 of the Dutch Civil Code does not apply; and (i)
the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.
Indemnification for Judgment Currency Fluctuations
The obligations of the Issuer and any Guarantor to any Holder of Notes shall, notwithstanding
any judgment in a currency (the “Judgment Currency”) other than U.S. dollars (the “Agreement
Currency”), be discharged only to the extent that on the day following receipt by such Holder of
Notes or the Trustee, as the case may be, of any amount in the Judgment Currency, such Holder
of Notes or the Trustee may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the amount originally to be paid to such Holder of Notes or the Trustee, as
the case may be, in the Agreement Currency, the Issuer and the Guarantors agree, as a separate
obligation and notwithstanding such judgment, to pay the difference and if the amount of the
Agreement Currency so purchased exceeds the amount originally to be paid to such Holder of
Notes or the Trustee, as the case may be, such Holder of Notes or the Trustee, as the case may be,
agrees to pay to or for the account of the Issuer such excess, provided that such Holder of Notes
or the Trustee, as the case may be, shall not have any obligation to pay any such excess as long as
a Default by the Issuer or any Guarantor in its obligations under the Notes, a Guarantee or the
Indenture has occurred and is continuing, in which case such excess may be applied by such
Holder of Notes or the Trustee, as the case may be, to such obligations. For the purposes of this
paragraph, it will be sufficient for the Holder to certify that it would have suffered a loss had an
actual purchase of U.S. Dollars been made with the amount so received in that other currency on
the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been
practicable, on the first date on which it would have been practicable). To the extent permitted
by applicable law, these indemnities shall constitute a separate and independent obligation from
the Issuer’s or any Guarantor’s other Obligations, shall give rise to a separate and independent
cause of action, shall apply irrespective of any indulgence granted by any Holder and shall
continue in full force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any note or any other judgment or order.
Amendment, Supplement and Waiver
Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for Notes), and, subject to certain exceptions, any existing default or
compliance with any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for Notes). In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Issuer or any of its Affiliates will be considered as though not
outstanding.
Without the consent of each Holder affected, an amendment or waiver may not (with respect to
any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose
Holders must consent to an amendment, supplement or waiver, (b) reduce the rate of or change
the time for payment of interest on any note, (c) reduce the principal of or change the fixed
maturity of any Note, (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the
payment default that resulted from such acceleration), (e) make any note payable in money
other than that stated in the Notes, (f) make any change in the provisions of the Indenture
relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of
principal of or premium, if any, or interest on, or any other amounts due in respect of, the Notes,
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