SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...
SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...
SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
The Securities of each Series are direct, limited recourse obligations of the Issuer alone and not<br />
of the officers, members, directors, employees, securityholders or incorporator of the Issuer, the<br />
Counterparty, the Swap Guarantor, the obligor(s) in respect of any Charged Assets or any<br />
Reference Entity or their respective successors or assigns. Furthermore, they are not obligations<br />
of, or guaranteed in any way by, any Dealer(s).<br />
Independent review and advice<br />
Each prospective purchaser of Securities must determine, based on its own independent review<br />
(including as to the financial condition and affairs and its own appraisal of the creditworthiness<br />
of the Issuer, the Counterparty, the Swap Guarantor, any relevant obligor(s) in respect of the<br />
Charged Assets and any Reference Entity) and such professional advice (including, without<br />
limitation, tax, accounting, credit, legal and regulatory advice) as it deems appropriate under the<br />
circumstances, whether an investment in the Securities is appropriate in its particular<br />
circumstances.<br />
In so doing, and without restricting the generality of the preceding paragraph, such prospective<br />
purchaser must determine that its acquisition and holding of the Securities (i) is fully consistent<br />
with its (or if it is acquiring the Securities in a fiduciary capacity, the beneficiary's) financial<br />
needs, objectives and condition, (ii) complies and is fully consistent with all investment policies,<br />
guidelines and restrictions applicable to it (whether acquiring the Securities as principal or in a<br />
fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the<br />
Securities in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial<br />
risks inherent in investing in or holding the Securities. None of the Issuer, the Trustee, the<br />
Dealer(s) or any of their respective affiliates is acting as an investment adviser, or assumes any<br />
fiduciary obligation, to any purchaser of Securities.<br />
Neither this Information Memorandum nor any Supplemental Information Memorandum is<br />
intended to provide the basis of any credit or other evaluation or should be considered as a<br />
recommendation or constituting an invitation or offer that any recipient of this Information<br />
Memorandum or any Supplemental Information Memorandum should purchase any Securities.<br />
The Trustee and the Dealer(s) expressly do not undertake to review the financial condition or<br />
affairs of the Issuer, the Counterparty, the Swap Guarantor, any relevant obligor(s) in respect of<br />
the Charged Assets or any Reference Entity for any Series of Securities during the life of the<br />
Programme.<br />
Provision of information<br />
Neither the Issuer, the Trustee, the Agents, the Dealer(s) nor any affiliate makes any<br />
representation as to the credit quality of the Counterparty, the Swap Guarantor, any relevant<br />
obligor(s) in respect of the Charged Assets or any Reference Entity for any Series of Securities.<br />
Any of such persons may have acquired, or during the term of the Securities may acquire, nonpublic<br />
information with respect to such Counterparty, Swap Guarantor obligor in respect of the<br />
Charged Assets or Reference Entity. None of such persons is under any obligation to make<br />
available any information relating to, or keep under review on the Securityholders' behalf, the<br />
business, financial conditions, prospects, creditworthiness or status of affairs of any relevant<br />
obligor(s) in respect of the Charged Assets or any Reference Entities or conduct any<br />
investigation or due diligence into any such obligor(s) in respect of the Charged Assets or any<br />
Reference Entities.<br />
No secondary market<br />
No secondary market is expected to develop in respect of the Securities and, in the unlikely<br />
event that a secondary market in the Securities does develop, there can be no assurance that it<br />
will provide the Securityholders with liquidity of investment or that it will continue for the life<br />
- 50 -