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SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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"Securities Act" means the United States Securities Act of 1933, as amended.<br />

"Securities and Exchange Law" means the Securities and Exchange Law of Japan.<br />

"Security Documents" means, in relation to a Series of Securities, the Trust Instrument<br />

and any Additional Charging Documents.<br />

"Securityholder Priority Basis" means, first, in meeting claims of the Securityholders<br />

under the Securities on a pari passu and pro rata basis and, thereafter, in meeting the<br />

claims of the Counterparty (or if more than one Counterparty, the claims of all such<br />

Counterparties shall be met on the basis as specified in the Issue Terms) under the<br />

Charged Agreement(s).<br />

"Securityholders" means the several persons who are for the time being holders of the<br />

Securities (being, in the case of Bearer Securities, the bearers thereof and, in the case of<br />

Registered Securities, the several persons whose names are entered in the register of<br />

holders of the Registered Securities as the holders thereof) save that, in respect of the<br />

Securities of any Series, for so long as such Securities or any part thereof are<br />

represented by a Bearer Global Security deposited with a depositary for Euroclear<br />

and/or Clearstream, Luxembourg or so long as DTC or its nominee is the registered<br />

holder of a Global Security each person who is for the time being shown in the records<br />

of Euroclear or Clearstream, Luxembourg or, as the case may be, DTC as the holder of<br />

a particular nominal amount of the Securities of such Issue shall be deemed to be the<br />

holder of such nominal amount of such Securities (and the holder of the relevant Global<br />

Security shall be deemed not to be the holder) for all purposes of the Trust Instrument<br />

other than with respect to the payment of principal, premium (if any) or interest (if any)<br />

on such Securities, the right to which shall be vested, as against the relevant Issuer and<br />

the relevant Trustee, solely in such depositary or, as the case may be, DTC or its<br />

nominee and for which purpose such depositary or, as the case may be, DTC or its<br />

nominee shall be deemed to be the holder of such nominal amount of such Securities in<br />

accordance with and subject to its terms and the provisions of the Trust Instrument and<br />

the expressions "Securityholder", "holder of Securities" and related expressions shall<br />

be construed accordingly.<br />

"Security Interests" means, in relation to a Series of Securities, the security interests<br />

created, or intended to be created at any time, in favour of the Trustee under the<br />

Security Documents.<br />

"Security Ranking Basis" has the meaning given to it in Condition 5 (Application of<br />

Proceeds).<br />

"Selling Agent" means, in relation to a Series of Securities, the entity (if any) appointed<br />

as such under the Agency Agreement and as specified in the Issue Terms.<br />

"Series" means a Tranche of Securities together with any further Tranche or Tranches<br />

of Securities which are (i) expressed to be consolidated and form a single series and (ii)<br />

identical in all respects (including as to listing) except for the respective Issue Dates,<br />

Interest Commencement Dates and/or Issue Prices and initial Common Code and ISIN.<br />

"Shortfall Date" has the meaning given to it in Condition 8(a) (Redemption – Final<br />

Redemption).<br />

"Specified Denomination" means, in relation to a Series of Securities, the<br />

denomination(s) of the Securities as specified in the Issue Terms.<br />

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