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OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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subsequent consent provided by the<br />

Default Swap Counterparty must include<br />

its consent to redeem the Notes in<br />

relation to any previous Notes<br />

Amortisation Amounts in respect of<br />

which its consent w<strong>as</strong> not previously<br />

provided and the <strong>Issuer</strong> shall, in such<br />

circumstances, redeem the Notes in an<br />

amount equal to all such Notes<br />

Amortisation Amounts so referenced in<br />

the Default Swap Counterparty’s consent<br />

on the first Interest Payment Date which<br />

occurs more than four Business Days<br />

after the latest relevant Notes<br />

Amortisation Amount Notification Date.<br />

(ii)<br />

(iii)<br />

(iv)<br />

(v)<br />

The Notes shall not be redeemed early<br />

pursuant to Conditions 7(c) and (d), <strong>as</strong><br />

amended by this Offering Circular<br />

Supplement, unless an Early Redemption<br />

Event Notice is delivered on or prior to<br />

the Latest Determination Time.<br />

The <strong>Issuer</strong> may only issue further notes<br />

having the same terms and conditions <strong>as</strong><br />

the Notes in all respects (or in all<br />

respects except for the first payment of<br />

interest on them) and so that such further<br />

issue shall be consolidated and form a<br />

single series with the Notes in<br />

accordance with Condition 14 if (a) for<br />

so long <strong>as</strong> the Notes are rated by<br />

Moody’s, confirmation is received from<br />

Moody’s, that there will be no adverse<br />

change to the credit rating of the Notes<br />

with which such further notes are to<br />

form a single series; and (b) the<br />

Mortgaged Property relating to such<br />

consolidated series is correspondingly<br />

incre<strong>as</strong>ed.<br />

For the purposes of these Notes, for so<br />

long <strong>as</strong> the Notes are rated by Moody’s,<br />

any purch<strong>as</strong>es of the Notes by the <strong>Issuer</strong><br />

in accordance with Condition 7(i) may<br />

only be made upon prior confirmation<br />

from Moody’s, that the relevant<br />

purch<strong>as</strong>e will not affect the rating of the<br />

Notes, such confirmation not to be<br />

unre<strong>as</strong>onably withheld.<br />

Where only part of the Notes are to be<br />

redeemed and cancelled in accordance<br />

with Condition 7(j), the Early<br />

Redemption Amount payable in respect<br />

of each Note shall be determined by the<br />

29

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