SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

to the Securityholders, such amount to be apportioned pro rata among the
Securityholders, rounding the resultant figure downwards to the nearest subunit
of the relevant Currency of Issue.
(b)
In the case of a Portfolio CLS, on each Cash Settlement Date, the Issuer shall
redeem each Security in an amount equal to the relevant Credit Event Portion at
a redemption price equal to the greater of zero and the relevant Rounding
Proceeds, if any, such amount to be apportioned pro rata among the
Securityholders, rounding the resultant figure downwards to the nearest subunit
of the relevant Currency of Issue. The Issuer shall notify the
Securityholders (in accordance with Condition 15 (Notices)) on or as soon as
reasonably practicable after the Cash Settlement Date of the relevant Sale
Notional Amount and the adjusted Outstanding Principal Amount for each
Security.
For the avoidance of doubt, on the Cash Settlement Date on which the Upper
Band is equalled or exceeded, the Issuer shall redeem all the Securities then
outstanding at a redemption price equal to the greater of zero and the relevant
Rounding Proceeds, if any, such amount to be apportioned pro rata among the
Securityholders, rounding the resultant figure downwards to the nearest subunit
of the relevant Currency of Issue and such Securities so redeemed shall be
cancelled.
(c)
If the Securities are partially redeemed, the relevant Security or, if the
Securities are represented by a Global Security, such Global Security, shall be
endorsed to reflect such partial redemption.
CL10. PHYSICAL SETTLEMENT
(a)
In the case of a Physically Settled CLS, upon the satisfaction of the Conditions
to Settlement by the Physical Determination Date, the Issuer shall redeem the
Credit Event Portion of the Securities on or prior to the relevant Initial Physical
Settlement Date by:
(i)
(ii)
using its reasonable endeavours to Deliver the Portfolio or procuring
the Counterparty to use its reasonable endeavours to Deliver the
Portfolio, subject to paragraphs (b) and (c) below; and
paying the Early Redemption Adjustment (but only if the Early
Redemption Adjustment is positive) or, as the case may be, the
Adjustment Rounding Amount and/or any amount remaining with the
Issuer after payment to the Counterparty in full satisfaction under the
Charged Agreement,
to the Securityholders, in each case, to be apportioned pro rata among such
Securityholders.
The Calculation Agent shall determine the Early Redemption Adjustment on
the Settlement Valuation Date. If the Early Redemption Adjustment is a
negative number, the Calculation Agent shall calculate the Outstanding
Principal Balance of the Deliverable Obligations having a liquidation value (as
determined by the Calculation Agent in its sole and absolute discretion) equal to
the absolute value of the Early Redemption Adjustment (or, such amount as
rounded upwards to the nearest integral multiple) which the Counterparty shall
not be obliged to Deliver. In making the calculation, the Calculation Agent
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