PROMISE-A-2000-1 plc - KfW

or (v) an order is made or an effective resolution is passed for the
winding up, liquidation or dissolution of the Issuer, or (vi) any event
occurs which under the laws of Ireland has an analogous effect to any of
the events referred to in sub-paragraphs (i) to (v); or
(f) either of the Primary Credit Swap Agreements is terminated as a result of
a Serious Cause or Insolvency (each as defined in TERMS AND
CONDITIONS OF THE NOTES); or
(g) any of the security interests constituted over the assets comprised in the
Issuer Collateral or the KfW Collateral under the relevant Transaction
Documents is or becomes invalid, void, voidable or unenforceable; or
(h) the Issuer, HVB or KfW is materially restricted from performing any of
its obligations (i) in the case of the Issuer, under the Notes or any other
Transaction Document or (ii) in the case of HVB or KfW, under any of
the Transaction Documents to which it is expressed to be a party; or
(i) the Credit Swap Agreement is terminated.
"Insolvency" means an application is filed by HVB or any third party for the
commencement of bankruptcy or other insolvency proceedings against the assets
of HVB or HVB is generally unable to pay its debts as they fall due or is
otherwise in a situation which justifies the commencement of such proceedings.
"Serious Cause" means non receipt by KfW of a payment due from HVB under
either of the Primary Credit Swap Agreements or non performance by HVB of any
other material obligation under either of the Primary Credit Swap Agreements.
Non-Replacement Date If a Non-Replacement Event occurs, then the Revolving Period will end and;
a) on the date on which the amount (“Relevant Amount”) equal to the
Cumulative Final Amount less the Cumulative Pool Amortisation is greater than
€853,000,000, the Notes will be redeemed on such Payment Date in the Order of
Seniority in the amount by which the Relevant Amount exceeds €853,000,000;
b) on any Payment Date thereafter the Notes will be redeemed in the Order of
Seniority by an amount equal to the sum of all Principal Payments in respect of
the Interest Period ending on such Payment Date.
A "Non-Replacement Event" means (a) the Cumulative Settlement Amounts are
equal to or exceed 1.2% of the Initial Reference Portfolio Notional Amount, or (b)
the failure by the Servicer to deliver the Reference Portfolio List or any other
required report to the Trustee, and such failure, in the sole opinion of the Trustee
materially affects the interests of the Credit Swap Counterparty and the
Noteholders.
"Cumulative Settlement Amounts" means, in respect of a Payment Date, the
aggregate amount of Accrued Settlement Amounts with respect to Impaired
Reference Obligations from the Issue Date to the immediately preceding Interest
Payment Date (or in the case of the first Payment Date, the Closing Date).
"Cumulative Pool Amortisation" means, as at any Payment Date, an amount
equal to the aggregate of (a) the sum of all Additions and Replacements (each as
defined herein) less (b) the sum of all Principal Payments, in each case, during the
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