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PROMISE-A-2000-1 plc - KfW

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Class F Notes, third, the Class E Notes, fourth, the Class D Notes, fifth, the Class C Notes, sixth,<br />

the Class B Notes and seventh, the Class A Notes (the "Reverse Order of Seniority"), in each<br />

case, pari passu on a pro rata basis within any Class of Notes, until the Outstanding Principal<br />

Amount of each such Class of Notes is reduced to zero.<br />

6.2 The following definitions are in alphabetical order, they cross-refer to each other and together<br />

they form the further provisions for the reduction of the Outstanding Principal Amount of the<br />

Notes as described in Condition 6.1.<br />

"Addition" means the increase by the Servicer of the Reference Obligation Notional Amount of<br />

any Reference Obligation in accordance with the terms of the Credit Swap Agreement.<br />

"Adjusted Impaired Reference Obligation" means, an Impaired Reference Obligation in<br />

respect of which some or all of the principal payable at its maturity, repayment or due date (or<br />

dates) has been unconditionally reduced, cancelled, voided or discharged with the agreement or<br />

approval of the Servicer, other than in accordance with the applicable terms of such Reference<br />

Obligation in effect on the date on which it became an Impaired Reference Obligation (each such<br />

reduction, cancellation, voiding or discharge a “Diminution”). For the avoidance of doubt,<br />

unless the context otherwise so admits, the term “Impaired Reference Obligations” will include<br />

Adjusted Impaired Reference Obligation<br />

"Adjusted Reference Obligation" means, in respect of a Reference Obligation which, before<br />

the occurrence of a Credit Event, has experienced a restructuring or rescheduling of its principal,<br />

interest payments or other terms (whether as to quantum or timing of payments) (an<br />

“Adjustment”) in accordance with the Procedures, the resulting Obligation in respect of that<br />

restructured or rescheduled Reference Obligation. Each Adjusted Reference Obligation shall:<br />

(a) replace the Reference Obligation from which it was restructured or rescheduled in the<br />

Reference Portfolio List (whereupon it shall be deemed to be a “Reference<br />

Obligation”); and<br />

(b) save as modified by the Adjustment, bear the same terms as the Reference Obligation<br />

which it replaced.<br />

An Adjusted Reference Obligation need not comply with the Portfolio Concentration Tests or<br />

Eligibility Criteria, and an Adjustment shall not be treated as a Removal.<br />

"Aggregate Collateral" means, in respect of a Reference Entity, the total amount of collateral<br />

(excluding any Dedicated Collateral) held in respect of the aggregate of the Other Obligations<br />

and Reference Obligations of that Reference Entity.<br />

"Bankruptcy" means a Reference Entity:<br />

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);<br />

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability<br />

generally to pay its debts as they become due;<br />

(c) makes a general assignment, arrangement or composition with or for the benefit of its<br />

creditors;<br />

(d) institutes or has instituted against it proceedings seeking a judgment of insolvency or<br />

bankruptcy or any other relief under any bankruptcy or insolvency law or other similar<br />

39

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