OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

Posting under the Credit Support Annex).
Except for the Posting of the Additional Collateral during the 6 Business Days prior to the Step Up
Date (a failure of which will result in the deemed exercise of the Issuer’s Call Option in accordance
with paragraph 24 of the Offering Circular Supplement relating to the Notes), failure by the Protection
Buyer to, where applicable, transfer its obligations or procure that its obligations are guaranteed or to
post cash as described above in this paragraph 8, shall, constitute an Additional Termination Event (a
“Downgrade Termination Event”) in respect of which the Protection Buyer shall be the sole
Affected Party. If an Early Termination Date is designated in respect of such Downgrade
Termination Event, the Protection Buyer agrees to purchase the Securities (as defined in the
Conditions) from the Protection Seller, promptly upon demand from the latter, at par plus accrued
interest.
For the avoidance of doubt, in the event that such deemed exercise of the Issuer’s Call Option applies,
this Transaction shall be terminated in accordance with Parts 1(p)(i) and 5(b) of the Schedule to the
Agreement.
9. This Transaction Not a Contract of Insurance
The parties confirm that this Transaction is not intended to be and does not constitute a contract of
surety, insurance, guarantee or indemnity. The parties acknowledge that the payments to be made by
the Protection Seller will be made independently and are not conditional upon the Protection Buyer
sustaining or being exposed to risk or loss and that the rights and obligations of the parties hereunder
are not dependent upon the Protection Buyer owning or having any legal, equitable or other interest in
the Reference Obligations.
10. Netting
For the purposes of this Transaction only, paragraph 2(c)(ii) of the Agreement shall be amended by
adding the words “or in respect of the Interest Rate Swap or Credit Support Annex” after the word
“Transaction”.
11. Notification of Assignment
Notwithstanding Section 7 of the Agreement, for the purposes of this Transaction, the Interest Rate
Swap and the Credit Support Annex only, the Protection Buyer hereby agrees and consents to the
assignment by way of security by the Protection Seller of its interests under the Agreement (without
prejudice to, and after giving effect to, any contractual netting provisions contained in the Agreement)
to the Trustee (or any successor thereto) pursuant to and in accordance with the Trust Deed and
acknowledges notice of such assignment. Each of the parties hereby confirms and agrees that the
Trustee shall not be liable for any of the obligations of the Protection Seller under the Agreement.
12. Governing law
This Confirmation will be governed and construed in accordance with English law.
13. Partial Redemption and/or Purchase of the Notes and issuance of further Notes
(a)
(b)
The Protection Seller may (i) purchase and redeem the Notes in accordance with Condition
7(i) (a “Purchase and Redemption”) and/or (ii) issue further Notes in accordance with
Condition 14 (a “Further Issue”), in each case in accordance with the more detailed
provisions of the Notes.
Upon a Purchase and Redemption, the obligations of the parties under this Transaction shall
be reduced pro-rata with the proportion of principal amount of the Notes so purchased and
redeemed and an amount equal to the Mark-to-Market Change (if any) resulting from such
adjustment will become payable between the parties, such Mark-to-Market Change in respect
of this Transaction as calculated pursuant to the Mark-to-Market termination provisions of
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