SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

currently address the likelihood that payments will be due
under the terms of the Securities. A security rating is not a
recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by
the assigning rating agency. A suspension, reduction or
withdrawal of the rating assigned to the Securities may
adversely affect the market price of the Securities.
Status of Securities:
Security:
Securities of each Series will be secured, direct, limited
recourse obligations of the Issuer ranking pari passu and
without preference among themselves.
Unless otherwise specified in the Issue Terms, the Issuer will
grant to the Trustee the following security to secure its
obligations under each Series of Securities and the relevant
Charged Agreement(s):
(i)
(ii)
(iii)
(iv)
a first ranking assignment by way of security of all of
the Issuer's Rights under the Agency Agreement;
a first ranking assignment by way of security of all of
the Issuer's Rights to, under and in respect of, the
Charged Assets;
a first ranking assignment by way of security of the
Issuer's Rights under the Charged Agreement(s), the
Issuer's Rights under the Sale Agreement and the
Issuer's Rights under any Additional Agreement; and
a first ranking assignment by way of security of all of
the Issuer's Rights to any of its bank accounts in respect
of such Series (but excluding, for the avoidance of
doubt, the Issuer's bank account containing the paid up
ordinary share capital of the Issuer).
The secured creditors of all Series of Securities of the Issuer
will also be secured under the Trust Instrument executed in
respect of the first Series of Securities by a first floating
charge over the whole of the assets and undertaking of the
Issuer (other than, inter alia, the money representing paid up
ordinary share capital of the Issuer and any transaction fees
payable to the Issuer on each issue of Securities) which will
become enforceable upon formal notice being given of an
intention to appoint an administrator in relation to the Issuer
or an application being made to, or a petition being lodged or
a document being filed with, the court for administration in
relation to the Issuer.
The Securities may also be secured by additional security
documents and/or on such other assets as may be specified in
the Issue Terms.
The Issuer is not subject to a general negative pledge but has
covenanted to grant security only in limited circumstances as
set out in Condition 17 (Restrictions) to secure other limited
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