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SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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(g)<br />

(h)<br />

Portfolio Credit-Linked Securities ("Portfolio CLS") where the Issuer purchases<br />

credit protection from the Securityholders in respect of a portfolio of 2 or more<br />

Reference Entities (which may be on a leveraged basis). Upon the satisfaction<br />

of the Conditions to Settlement with respect to any of the Reference Entities<br />

and, if applicable, provided certain prescribed cumulative loss limits have been<br />

exceeded, the Securities will, unless otherwise specified in the Issue Terms, be<br />

redeemed proportionally.<br />

Credit-Linked Securities of a type other than those set out in (a) to (g) above<br />

and as may be specified in the Issue Terms.<br />

For the avoidance of doubt, the Issuer will buy protection from the Securityholders to<br />

match the protection it sells to the Counterparty under the Charged Agreement in<br />

respect of a Series of Securities.<br />

CL8.<br />

EVENT TERMS<br />

The Issue Terms shall specify:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

(g)<br />

the Reference Entity or Reference Entities in respect of which a Credit Event<br />

may occur (which shall include any Successor(s) thereto);<br />

the Reference Obligation(s) (if any) in respect of each Reference Entity;<br />

the date to which the Issuer has purchased credit protection from the<br />

Securityholders in respect of the Reference Entity or Reference Entities (the<br />

"Scheduled Termination Date", which shall not be subject to adjustment in<br />

accordance with any Business Day Convention unless otherwise specified in the<br />

Issue Terms);<br />

the amount and the currency in which the Issuer has purchased credit protection<br />

(the "Reference Amount" or, as the case may be, the "Floating Rate Payer<br />

Calculation Amount") from the Securityholders in respect of each Reference<br />

Entity;<br />

the relevant Credit Events, including (i) whether Grace Period Extension<br />

applies (which enables a Potential Failure to Pay that occurred prior to the<br />

Scheduled Termination Date but that resulted in a Failure to Pay after the<br />

Scheduled Termination Date to be a Credit Event), (ii) whether there is any<br />

Default Requirement or Payment Requirement for an amount other than<br />

U.S.$10,000,000 and U.S.$1,000,000 respectively, (iii) whether either<br />

Repudiation/Moratorium (1999 version) or Repudiation/Moratorium (2003<br />

version) applies, and (iv) where Restructuring is specified as an applicable<br />

Credit Event, whether "Restructuring Maturity Limitation and Fully<br />

Transferable Obligation Applicable" applies or, as the case may be, "Modified<br />

Restructuring Maturity Limitation and Conditionally Transferable Obligation<br />

Applicable" applies or if neither applies;<br />

the Obligations in respect of which the Credit Event may occur, including the<br />

Obligation Category and the Obligation Characteristics;<br />

in the case of Physically Settled CLS, the Deliverable Obligations that may be<br />

Delivered, including the Deliverable Obligation Category and the Deliverable<br />

Obligation Characteristics; and<br />

- 103 -

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