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§ 13 Final Provisions
(a) The form and content of the Notes and the rights and duties of the Noteholders, the Issuer and the
Principal Paying Agent will in all respects be governed by the laws of the Federal Republic of
Germany.
(b) Place of performance is Frankfurt am Main, Federal Republic of Germany.
(c) Place of jurisdiction will be Frankfurt am Main, Federal Republic of Germany.
The local court (Amtsgericht) in Frankfurt am Main will have jurisdiction for all judgments pursu-
ant to § 9(2), § 13(3) and § 18(2) SchVG in accordance with § 9(3) SchVG. The regional court
(Landgericht) Frankfurt am Main will have exclusive jurisdiction for all judgments over contested
resolutions by Noteholders in accordance with § 20(3) SchVG.
(d) Any Noteholder may in any proceedings against the Issuer or to which the Noteholder and the Is-
suer are parties protect and enforce in its own name its rights arising under its Notes by submitting
the following documents: (a) a certificate issued by its Depository Bank (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 Noteholders’ securities deposit account maintained with such
Depository Bank and (iii) confirming that the Depository Bank has given a written notice to Clear-
stream Frankfurt containing the information pursuant to (i) and (ii) and bearing acknowledgement
of Clearstream Frankfurt and the relevant Clearstream Frankfurt-accountholder as well as (b) a
copy of the Global Certificate certified by a duly authorized officer of Clearstream Frankfurt as be-
ing a true copy. For purposes of the foregoing, “Depository Bank” means any bank or other finan-
cial institution authorized to engage insecurities deposit business with which the Noteholder main-
tains a securities deposit account in respect of any Notes, and includes Clearstream Frankfurt,
Clearstream Luxembourg and Euroclear.
(e) The courts of the Federal Republic of Germany will have exclusive jurisdiction over the annulment
of lost or destroyed Notes.
(f) The German version of these Terms and Conditions shall be binding.
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