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OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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Full Quotation, the Final Price shall be the weighted<br />

average of firm quotations obtained from Quotation<br />

Dealers on the Final Valuation Date, to the extent<br />

re<strong>as</strong>onably practicable, each for an amount of the ABS<br />

Reference Obligation with an outstanding principal<br />

balance of <strong>as</strong> large a size <strong>as</strong> available but less than the<br />

Quotation Amount that in aggregate are approximately<br />

equal to the Quotation Amount; or<br />

(d)<br />

if the Calculation Agent is unable to obtain at le<strong>as</strong>t one<br />

firm quotation, the Final Price shall be deemed to be<br />

zero.<br />

Full Quotation: Firm bid quotation for the relevant Reference<br />

Obligation with an outstanding principal amount, excluding<br />

accrued interest, less than or equal to the Adjusted Reference<br />

Obligation Notional Amount or its equivalent in the currency<br />

of the Reference Obligation (the “Quotation Amount”).<br />

Quotation Dealers:<br />

With respect to an ABS Reference Obligation, at le<strong>as</strong>t five<br />

dealers (each a “Quotation Dealer”) determined in<br />

accordance with (a) through (d) below, from which the<br />

Calculation Agent shall attempt to obtain quotations in the<br />

order specified:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

the arranger of the ABS Reference Obligation in<br />

respect of which a Quotation is being sought;<br />

any lead and co-lead managers in respect of such ABS<br />

Reference Obligation;<br />

any other participant in the <strong>as</strong>set backed security<br />

market that is, in the opinion of the Calculation Agent,<br />

of recognised good standing in such market and in the<br />

leading 10 institutions in such market <strong>as</strong> named by a<br />

market source; and<br />

any other institution <strong>as</strong> determined by the Calculation<br />

Agent.<br />

In connection with any requests for quotations in respect of an<br />

ABS Reference Obligation, the Calculation Agent may, but<br />

shall not be required to, inform the relevant Quotation Dealers<br />

of the occurrence and nature of the relevant Credit Event and<br />

the circumstances under which such Credit Event occurred.<br />

The Calculation Agent or the Protection Buyer may constitute<br />

a Quotation Dealer provided that any Quotation obtained from<br />

the Calculation Agent or the Protection Buyer shall not be<br />

taken into account for the purposes of any requirement to<br />

obtain Quotations from a specified number of Quotation<br />

Dealers. For the avoidance of doubt, any bid quotation<br />

provided by the Calculation Agent or the Protection Buyer<br />

shall be the quotation it would provide to a counterparty in the<br />

market, <strong>as</strong> determined in its sole and absolute discretion.<br />

Final Valuation:<br />

The Calculation Agent (on behalf of Protection Buyer) will<br />

send a Final Valuation Notice to the Protection Seller, with a<br />

44

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