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OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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and including the Issue Date up to the Latest<br />

Determination Time.<br />

For the avoidance of doubt, an event described in<br />

Condition 7(c) or 7(d) need not be continuing on<br />

the date on which the Early Redemption Event<br />

Notice is delivered by the Calculation Agent.<br />

Failure by the Calculation Agent to deliver an<br />

Early Redemption Event Notice shall not<br />

preclude the <strong>Issuer</strong> from notifying the<br />

Calculation Agent of the occurrence of one or<br />

more than one subsequent event(s) described in<br />

Condition 7(c) or 7(d).<br />

“Settlement Notice” means a notice to be sent<br />

by the Calculation Agent (on behalf of the<br />

<strong>Issuer</strong>) <strong>as</strong> soon <strong>as</strong> practicable after the Breakage<br />

Cost Valuation Date to the Notice Agent and, <strong>as</strong><br />

long <strong>as</strong> the Notes are in global form, to the<br />

Clearing System, specifying the Early<br />

Redemption Amount and the Early Redemption<br />

Date.<br />

Condition 7(c)) is deleted and replaced with:<br />

(c) Mandatory Redemption: If any of the<br />

Securities becomes payable prior to its stated<br />

date of maturity for whatever re<strong>as</strong>on (under the<br />

terms of such Securities applicable <strong>as</strong> at the Issue<br />

Date) or there is a payment default in respect of<br />

any of the Securities (under the terms of such<br />

Securities applicable <strong>as</strong> at the Issue Date), all<br />

such Securities which have become so payable or<br />

repayable or in respect of which there h<strong>as</strong> been a<br />

payment default together with any or all<br />

remaining Securities, <strong>as</strong> specified in the relevant<br />

Supplemental Trust Deed (which may or may not<br />

form obligations of the same person <strong>as</strong> those<br />

which have become repayable or in respect of<br />

which there h<strong>as</strong> been such a payment default),<br />

shall be deemed to have become immediately<br />

repayable (the “Repayable Assets”). The <strong>Issuer</strong><br />

shall then forthwith give notice <strong>as</strong> soon <strong>as</strong><br />

re<strong>as</strong>onably practicable (unless otherwise<br />

specified in the relevant Supplemental Trust<br />

Deed) to the Trustee and the Noteholders and<br />

upon the giving of such notice shall redeem each<br />

Note at its Early Redemption Amount either in<br />

whole or, <strong>as</strong> the c<strong>as</strong>e may be, in part on a pro<br />

rata b<strong>as</strong>is in a proportion of its Final Redemption<br />

Amount equal to the proportion that the nominal<br />

amount of the Repayable Assets bears to the<br />

nominal amount of all the Securities (including<br />

the Repayable Assets). Interest (if any) in respect<br />

of any Note so redeemed shall be <strong>as</strong> set out in the<br />

relevant Offering Circular Supplement. Failure<br />

26

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