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OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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Additional Fixed Payment:<br />

Final Exchange Payer:<br />

Final Exchange Payer Amount:<br />

In addition to the obligation of the Protection Buyer to pay<br />

Fixed Amounts on the Fixed Rate Payer Payment Dates, the<br />

Protection Buyer shall on the Issue Date of the Notes pay to<br />

the Protection Seller EUR 49,995.73.<br />

Buyer or Seller (<strong>as</strong> set out in Final Exchange Payer Amount<br />

below).<br />

In the event that the <strong>Issuer</strong> exercises, or is deemed to have<br />

exercised, its Call Option (<strong>as</strong> described in the Offering<br />

Circular Supplement with respect to the Notes), an amount<br />

equal to the difference between (i) the sum of the Call<br />

Redemption Proceeds and the Interest Rate Swap Termination<br />

Payment and (ii) the Optional Redemption Amounts payable<br />

under the Notes will be paid from the Protection Seller to the<br />

Protection Buyer (in the event that such sum <strong>as</strong> described in (i)<br />

above exceeds the Optional Redemption Amounts payable<br />

under the Notes) or paid from the Protection Buyer to the<br />

Protection Seller (in the event that such sum <strong>as</strong> described in (i)<br />

above is less than the Optional Redemption Amounts payable<br />

under the Notes).<br />

Where:<br />

“Interest Rate Swap Termination Payment” means any<br />

termination payments payable under Section 6(e) of the<br />

Agreement in the event the Interest Rate Swap is terminated<br />

pursuant to the provisions of the Interest Rate Swap following<br />

an exercise by the Protection Buyer of its option described at<br />

“Optional Termination of the Default Swap” above, with<br />

termination payments payable by the fixed rate payer of the<br />

Interest Rate Swap expressed <strong>as</strong> a negative number and<br />

termination payments payable by the floating rate payer of the<br />

Interest Rate Swap expressed <strong>as</strong> a positive number.<br />

Final Exchange Payer Payment<br />

Dates:<br />

On the Optional Redemption Date (<strong>as</strong> defined in the Offering<br />

Circular Supplement).<br />

3. Floating Payments:<br />

Conditions to Settlement:<br />

In respect of each ABS Reference Obligation:<br />

Credit Event Notice<br />

Notifying Party: Protection Buyer<br />

Notice of Publicly Available Information: Applicable<br />

For the avoidance of doubt, the Conditions to Settlement may<br />

be satisfied more than once in relation to this Transaction, but<br />

once only in respect of any one ABS Reference Obligation<br />

provided that, in the event a Credit Event occurs in respect of<br />

an ABS Reference Entity where there is more than one ABS<br />

Reference Obligation of such ABS Reference Entity in the<br />

Reference Portfolio at such time, the Conditions to Settlement<br />

may be satisfied in respect of each such ABS Reference<br />

Obligation.<br />

39

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