SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

Where the Instructing Creditor is the Securityholders, the
Securityholders may (where specified) request the Trustee to
take actions contemplated in the Conditions by means of a
request in writing of the holders of at least 1/5 in principal
amount of the Securities of such Series then outstanding or by
means of an Extraordinary Resolution of such
Securityholders.
Where the Instructing Creditor is the Counterparty, the
Counterparty may (where specified) request the Trustee to
take actions contemplated in the Conditions by means of a
written request.
Having received such a request from the Instructing Creditor,
the Trustee shall not be obliged (subject to applicable legal
and regulatory requirements) to consider the interests of any
other secured or unsecured creditors for such Series.
Governing Law:
Selling Restrictions:
The Securities will be governed by, and construed in
accordance with, English law.
There are selling restrictions in relation to the United States,
the European Economic Area (including the United Kingdom
and the Republic of Ireland), Japan and such other restrictions
as may be required (and specified in the relevant
Supplemental Information Memorandum) in connection with
the offering and sale of a particular Series of Securities. See
"Subscription and Sale and Transfer Restrictions" on page
180 below.
Bearer Securities will be issued in compliance with U.S.
Treas. Reg. section 1.163-5(c)(2)(i)(D) (the "D Rules") unless
(i) the relevant Supplemental Information Memorandum states
that Securities are issued in compliance with U.S. Treas. Reg.
Section 1.163-5(c)(2)(i)(C) (the "C Rules") or (ii) such
Securities are issued other than in compliance with the D
Rules or the C Rules but in circumstances in which the
Securities will not constitute "registration-required
obligations" under the United States Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA").
The Supplemental Information Memorandum for each Series
of Securities all or a portion of which are being offered and
sold in the United States, or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S), will disclose the
exemption from the Securities Act and the exception from the
1940 Act being relied upon by the Issuer for the issuance of
the particular Series of Securities together with the selling and
transfer restrictions applicable to such Series. Any Registered
Securities offered in a Non-U.S. Series in the form of one or
more Regulation S Global Certificates may not be offered or
sold to, or for the account or benefit of, a U.S. person (as
defined in Regulation S) until the Distribution Compliance
Period has expired. See "Subscription and Sale and Transfer
Restrictions" on page 180 below.
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