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SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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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 />

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