OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

Interest Amount that is payable to Noteholders
pursuant to the terms of this Offering Circular
Supplement up to the Securities Maturity Date.
Subject to the early termination provisions set
out below, the Issuer will pay to the Interest Rate
Swap Counterparty amounts equal to the interest
payable on the Securities on the dates for
payment thereof.
The Swap Agreements shall terminate, subject to
the provisions of the Swap Agreements, on the
due date for redemption of the Notes if at any
time any of the Notes becomes redeemable in
accordance with the Conditions prior to the
Scheduled Maturity Date. Pursuant to the terms
of the Swap Agreements, each Swap Agreement
may be terminated early (in whole only but not
in part), amongst other circumstances:
(i)
(ii)
(iii)
(iv)
at the option of one party, if there is a
failure by the other party to pay any
amounts due under the relevant Swap
Agreement unless the relevant Swap
Counterparty has posted the required
collateral under the Credit Support
Annex entered into in respect of the
relevant Swap Agreement (the “Credit
Support Annex”); or
if (subject as provided in the Swap
Agreements) withholding taxes are
imposed on payments made by the Issuer
or the relevant Swap Counterparty under
the relevant Swap Agreement or it
becomes illegal for either party to
perform its obligations under the
relevant Swap Agreement; or
upon the occurrence of certain other
events with respect to either party to the
relevant Swap Agreement, including
bankruptcy of the Issuer; or
(in the case of the Default Swap), the
Interest Rate Swap is terminated early
(provided that such Default Swap shall
not terminate early in the event that the
Interest Rate Swap is terminated early by
way of substitution in accordance with
the provisions of the Interest Rate
Swap).
There may also be a partial termination of the
Interest Rate Swap following a Credit Event
under the Default Swap.
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