OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

ecome due and payable as a result of a
termination of either of the Swap
Agreements (as defined in paragraph
22(x) below) by reason of the
designation or occurrence of an Early
Termination Date with respect to which
the Issuer is neither the Defaulting Party
nor an Affected Party (in each case as
defined in the Swap Agreements)) in
payment of any Swap Counterparty
Claim;
(iv)
(v)
(vi)
(vii)
(viii)
Fourthly, in payment of any Vendor
Claim or Deposit Bank Claim (as each
such term is defined in the Trust Deed);
Fifthly, in payment of any Custodian
Claim or Disposal Agent Claim;
Sixthly, in payment of any Issuing and
Paying Agent Claim;
Seventhly, in payment of any Noteholder
Claim; and
Eighthly, where the Notes have become
due and payable as a result of a
termination of either of the Swap
Agreements by reason of the designation
or occurrence of an Early Termination
Date with respect to which the Issuer is
neither the Defaulting Party nor an
Affected Party, in payment of any Swap
Counterparty Claim.
(iii) Contract (if applicable): Not applicable.
(iv) Beneficiary (ies): Not applicable.
(v) Securities Agreement: Not applicable.
(vi) Counterparties: Not applicable.
(vii) Deposit Agreement: A deposit agreement (the “Deposit Agreement”)
to be dated on or around the Issue Date between
the Issuer and the Deposit Bank pursuant to
which the Issuer shall agree to deposit in an
account (the “Deposit Account”) with the
Deposit Bank:
(i)
(ii)
(iii)
any Excess Amount (as defined below);
and
any Excess Realisation Proceeds; and
the amount of principal received by the
Issuer upon redemption of the Securities
at par at their maturity (the “Securities
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