PROMISE-A-2000-1 plc - KfW

pursuant to the German Banking Act (Kreditwesengesetz)), then loans to such Reference Entities are not
eligible as Reference Obligations. See "DESCRIPTION OF THE REFERENCE PORTFOLIO".
No Rights after Final Maturity Date
The Noteholders will have no rights under the Notes after the Final Maturity Date, notwithstanding any
valuation of any Impaired Reference Obligations or recoveries effected after such date.
Decline in the Servicer’s Credit Rating
The Servicer has no obligation to transfer any rights to the Issuer or to grant any collateral in favour of the
Issuer, the Trustee or the holders of the Notes in the event of a downgrading, suspension or withdrawal of
its current credit ratings or a deterioration of its creditworthiness. None of the Issuer, the Trustee or any
holder of the Notes has any rights against the Servicer in the event that the Servicer’s creditworthiness
declines.
Early Redemption
The Notes may be the subject of an early redemption following (a) the occurrence of certain events
occurring as a result of a Tax Event, a Regulatory Event or an Enforcement Event or (b) prior notice by
the Issuer to, inter alios, the Noteholders of optional redemption as described in the Terms and
Conditions of the Notes.
Non-Replacement
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.
Conflicts of Interest – Noteholders and Credit Swap Counterparty
While any amounts are due from the Issuer to the Credit Swap Counterparty under the Credit Swap
Agreement, the Trustee is required to have regard first, to the interests of the Credit Swap Counterparty,
second, to the interests of the Noteholders and finally, to the interests the Trustee and if there is, at any
time, a conflict between the interests of a Class of Noteholders and any other Class or Classes of
Noteholders, the Trustee shall have regard first, to the interests of the Class A Noteholders, second, to the
interests of the Class B Noteholders, third, to the interests of the Class C Noteholders, fourth, to the
interests of the Class D Noteholders, fifth, to the interests of the Class E Noteholders, sixth, to the
interests of the Class F Noteholders and seventh, to the interests of the Class G Noteholders, in each case,
as one Class. See "THE TRUST AGREEMENT".
Conflicts of Interest – HVB
HVB is acting in a number of capacities in connection with the Transaction. HVB acting in connection
with the Transaction will have only the duties and responsibilities expressly agreed to by it in the relevant
capacity and will not, by virtue of acting in any other capacity, be deemed to have any other duties or
responsibilities or be deemed to be held to a standard of care other than as expressly provided with
respect to each such capacity. HVB in its various capacities in connection with the Transaction may enter
into business dealings from which it may derive revenues and profits without any duty to account therefor
in connection with the Transaction.
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