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SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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include the Counterparty or its Affiliate as one Dealer or as may otherwise be specified in the Issue<br />

Terms.<br />

"Default Requirement" means the amount as may be specified as such in the Issue Terms or its<br />

equivalent in the relevant Obligation Currency or, if a Default Requirement is not so specified in the<br />

Issue Terms, U.S.$10,000,000 or its equivalent in the relevant Obligation Currency, in either case as<br />

of the occurrence of the relevant Credit Event.<br />

"Deliver" means to deliver, novate, transfer (including, in the case of a Qualifying Guarantee,<br />

transfer of the benefit of the Qualifying Guarantee), assign or sell, as appropriate, in the manner<br />

customary for the settlement of the applicable Deliverable Obligations (which shall include<br />

executing all necessary documentation and taking any other necessary actions), in order to convey all<br />

right, title and interest in the Deliverable Obligations specified in the Notice of Physical Settlement<br />

or any NOPS Amendment Notice, as applicable, to the Issuer or the Securityholders, as the case may<br />

be, free and clear of any and all liens, charges, claims or encumbrances (including, without<br />

limitation, any counterclaim, defence (other than a counterclaim or defence as set out in the<br />

definition of "Credit Event") or right of set off by or of the Reference Entity or, as applicable, an<br />

Underlying Obligor (which, for the purpose of this definition, shall include the Insured Obligor))<br />

provided that to the extent that the Deliverable Obligations consist of Qualifying Guarantees,<br />

"Deliver" means to Deliver both the Qualifying Guarantee and the Underlying Obligation (which, for<br />

the purpose of this definition, shall include Insured Instruments). "Delivery" and "Delivered" will be<br />

construed accordingly. In the case of a Loan, Delivery shall be effected using documentation<br />

substantially in the form of the documentation customarily used in the relevant market for Delivery<br />

of such Loan at that time. Notwithstanding the previous sentence, in the case of a Loan, Delivery<br />

may be effected using the provisions of any documentation (which term shall be deemed to include<br />

any market advisory that the relevant Credit Derivatives Determinations Committee Resolves to<br />

approve for such purpose) that the relevant Credit Derivatives Determinations Committee Resolves<br />

constitutes documentation customarily used in the relevant market for Delivery of such Loan at that<br />

time, as such documentation may be amended to the extent the relevant Credit Derivatives<br />

Determinations Committee Resolves is appropriate, which is consistent with the delivery and<br />

payment obligations of the Issuer. "Deliver" with respect to an obligation that is a Qualifying Policy<br />

means to Deliver both the Insured Instrument and the benefit of the Qualifying Policy (or a custodial<br />

receipt issued by an internationally recognized custodian representing an interest in such Insured<br />

Instrument and the related Qualifying Policy), and "Delivery" and "Delivered" will be construed<br />

accordingly.<br />

"Deliverable Obligation" means, subject to Conditions CL10(c) and (d) (Restructuring Credit Event<br />

Applicable):<br />

(a)<br />

any obligation of a Reference Entity (either directly or as provider of a Qualifying Affiliate<br />

Guarantee or Qualifying Policy or, if All Guarantees is specified as applicable in the Issue<br />

Terms, as provider of any Qualifying Guarantee), as selected by the Counterparty in its<br />

absolute and sole discretion, described by the Deliverable Obligation Category and having<br />

each of the Deliverable Obligation Characteristics, in each case, as of the Delivery Date (but<br />

excluding any Excluded Deliverable Obligation) that is (i) payable in an amount equal to its<br />

Outstanding Principal Balance or Due and Payable Amount, as applicable, (ii) is not subject<br />

to any counterclaim, defence (other than as set out in the definition of "Credit Event") or<br />

right of set off by or of a Reference Entity or any applicable Underlying Obligor (and which,<br />

for the purpose of this definition, shall include where the Reference Obligation is a<br />

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