Landeskreditbank Baden-Württemberg - L-Bank

the rules of such stock exchange permit such form of notice. Any notice so given will become effective on the
fourth day after the day on which such notice was given to DTC.
Governing Law, Jurisdiction, Enforcement and Language
Governing law. The Agency Agreement is and the notes as well as our rights and duties and those of the
holders of the notes will be governed by and will be construed in accordance with the laws of Germany.
Jurisdiction. The courts in Frankfurt am Main, Germany have jurisdiction for any action or other legal
proceedings (“Proceedings”) arising out of or in connection with the Notes. The jurisdiction of such courts is
exclusive according to Section 38 of the German Code of Civil Procedure (Zivilprozessordnung) for proceedings
solely involving merchants (Kaufleute), legal persons under public law (juristische Personen des öffentlichen
Rechts), special funds under public law (öffentlich-rechtliche Sondervermögen) or persons not subject to the
general jurisdiction of the courts of Germany (Personen ohne allgemeinen Gerichtsstand), otherwise it is
nonexclusive.
Any final and conclusive judgment for a definite sum obtained for the recovery of amounts due and unpaid
under the Agency Agreement or the notes in a New York State or United States Federal court sitting in New
York will be recognized and enforced by the courts of Germany without review of the merits, subject to the
limitations of Section 328 of the German Code of Civil Procedure (ZPO), which provides that a foreign judgment
will not be recognized (i) if, applying German law, the courts in the country of the court having rendered the
foreign judgment did not have jurisdiction; (ii) if process has not been duly served or has not been served in a
timely fashion to permit a defense and the defendant so pleads, unless the defendant has made an appearance;
(iii) if the judgment is incompatible with a judgment rendered by a German court or a prior judgment rendered by
a foreign court which is to be recognized in Germany, or if the proceeding resulting in the judgment to be
recognized is incompatible with a proceeding previously commenced in Germany; (iv) if a recognition of the
judgment would obviously be incompatible with basic principles of German law, in particular if the recognition
would be incompatible with the basic rights under the German Constitution; or (v) if reciprocity is not ensured.
Enforcement. Any noteholder may in any proceedings against us or to which the noteholder and we are
parties protect and enforce in its own name its rights arising under its notes on the basis of (a) a certificate issued
by its custodian (i) stating the full name and address of the noteholder, (ii) specifying an aggregate principal
amount of notes credited on the date of such statement to such noteholder’s securities account maintained with
such custodian and (iii) confirming that the custodian has given a written notice to DTC, containing the
information pursuant to (i) and (ii) and bearing acknowledgments of DTC and the relevant DTC participant and
(b) a copy of the DTC global certificate certified as being a true copy by a duly authorized officer of DTC. For
purposes of this paragraph only, “custodian” means any bank or other financial institution of recognized standing
authorized to engage in securities custody business with which the noteholder maintains a securities account in
respect of any notes and includes DTC and any other clearing system which is a participant in DTC.
Language. The Notes documentation (Terms and Conditions) are written in German language and
provided with an English language translation. The German text shall be controlling and binding. The English
language translation is provided for convenience only.
CLEARING AND SETTLEMENT
The information set out below in connection with DTC, Euroclear or CBL, which are collectively referred to
as the clearing systems, is subject to any change in or reinterpretation of the rules, regulations and procedures of
the clearing systems currently in effect. The information in this section concerning the clearing systems has been
obtained from sources that we believe to be reliable, but neither we nor any manager takes any responsibility for
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