OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

sub-paragraph (d) below.
(c)
(d)
Upon a Further Issue, the obligations of the parties under this Transaction shall be increased
pro-rata with the proportion of principal amount of the Notes so issued, 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 sub-paragraph (d) below.
Upon an adjustment of the Transaction upon a Purchase and Redemption or Further Issue, an
amount will be payable as follows:
(i)
(ii)
if the Mark-to Market Value of the Transaction immediately prior to the adjustment is
greater than the Mark-to-Market Value of the Transaction immediately following the
adjustment, the Protection Seller will pay to the Protection Buyer the Mark-to-Market
Change; or
if the Mark-to-Market Value of the Transaction immediately prior to the adjustment is
less than the Mark-to-Market Value of the Transaction immediately following the
adjustment, the Protection Buyer will pay to the Protection Seller the absolute value
of the Mark-to-Market Change.
For the above purposes the following terms shall have the meanings specified below:
“Mark-to-Market Change” means an amount (which may be positive or negative) equal to the
Mark-to-Market Value of a transaction having identical terms to this Transaction immediately prior to
the relevant adjustment minus the Mark-to-Market Value of a transaction having identical terms to
this Transaction immediately following such adjustment.
“Mark-to-Market Value” means at any time an amount which would be payable to the Protection
Buyer (expressed as a positive) or by the Protection Buyer (expressed as a negative) pursuant to
Section 6(e) of the Agreement as though an Early Termination Date had been designated as a result of
a Termination Event under the Agreement for which the Protection Seller was the sole Affected Party
and the only Affected Transaction was the Transaction in respect of which a Mark-to-Market Value
was being determined.
(e)
Upon an adjustment of the Transaction upon a Purchase and Redemption or Further Issue:
(i)
(ii)
the Initial Tranche Notional Amount shall be the product of (x) the Initial Tranche
Notional Amount immediately prior to such adjustment multiplied by (y) the quotient
of the number of Notes in issue immediately after such adjustment divided by the
number of Notes in issue immediately before such adjustment; and
the Aggregate Cash Settlement Amount shall be the product of (x) the Aggregate
Cash Settlement Amount immediately prior to such adjustment multiplied by (y) the
quotient of the number of Notes in issue immediately after such adjustment divided
by the number of Notes in issue immediately before such adjustment.
14. Dispute Resolution
In the event that a party (the “Disputing Party”) does not agree with any determination made (or the
failure to make any determination) by the Calculation Agent, the Disputing Party shall have the right
to require that the Calculation Agent have such determination made by a disinterested third party that
is a dealer of derivative obligations and that is, or whose Affiliates are, dealers in obligations of the
type of the Reference Obligation but is not an Affiliate of either party. Such dealer shall be selected
by the Calculation Agent in its reasonable discretion after consultation with the parties. Any exercise
by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the
Calculation Agent as soon as possible but no later than the Business Day following the Business Day
on which the Calculation Agent notifies the Disputing Party of any determination made (or of the
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