OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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Interest Amount that is payable to Noteholders pursuant to the terms of this Offering Circular Supplement up to the Securities Maturity Date. Subject to the early termination provisions set out below, the Issuer will pay to the Interest Rate Swap Counterparty amounts equal to the interest payable on the Securities on the dates for payment thereof. The Swap Agreements shall terminate, subject to the provisions of the Swap Agreements, on the due date for redemption of the Notes if at any time any of the Notes becomes redeemable in accordance with the Conditions prior to the Scheduled Maturity Date. Pursuant to the terms of the Swap Agreements, each Swap Agreement may be terminated early (in whole only but not in part), amongst other circumstances: (i) (ii) (iii) (iv) at the option of one party, if there is a failure by the other party to pay any amounts due under the relevant Swap Agreement unless the relevant Swap Counterparty has posted the required collateral under the Credit Support Annex entered into in respect of the relevant Swap Agreement (the “Credit Support Annex”); or if (subject as provided in the Swap Agreements) withholding taxes are imposed on payments made by the Issuer or the relevant Swap Counterparty under the relevant Swap Agreement or it becomes illegal for either party to perform its obligations under the relevant Swap Agreement; or upon the occurrence of certain other events with respect to either party to the relevant Swap Agreement, including bankruptcy of the Issuer; or (in the case of the Default Swap), the Interest Rate Swap is terminated early (provided that such Default Swap shall not terminate early in the event that the Interest Rate Swap is terminated early by way of substitution in accordance with the provisions of the Interest Rate Swap). There may also be a partial termination of the Interest Rate Swap following a Credit Event under the Default Swap. 18
Consequences of Early Termination Upon any such early termination of either Swap Agreement, the Issuer or the relevant Swap Counterparty may (subject as set out below and provided, in the case of certain tax events, that the Issuer may first be obliged to use all reasonable endeavours to transfer its obligations) be liable to make a termination payment to the other (regardless, if applicable, of which of such parties may have caused such termination). Pursuant to the terms of the Swap Agreements, such termination payment will be based upon Loss (as defined in the relevant Swap Agreement). Regardless of which party makes the determination of the termination payment (if any), there is no assurance that the proceeds from the sale of the Securities and/or liquidation of the Deposit plus or minus, as the case may be, such termination payment will be sufficient to repay the principal amount due to be paid in respect of the Notes and any other amounts in respect thereof that are due. (xi) Swap Counterparty(ies): The Swap Counterparty in respect of the Default Swap (the “Default Swap Counterparty”) and the Swap Counterparty in respect of the Interest Rate Swap (the “Interest Rate Swap Counterparty” and, together with the Default Swap Counterparty, the “Swap Counterparties”), shall initially be: Société Générale 29, boulevard Haussmann 75009 Paris France (xii) Swap Guarantor (if applicable): Not applicable. (xiii) Details of Credit Support Not applicable. Each of the Interest Rate Swap and the Default Swap contain provisions whereby such swap may, in certain circumstances and provided that certain conditions are met, be terminated and replaced by a new interest rate swap or default swap, respectively, with a substitute swap counterparty. In such event, such substitute swap counterparty shall, for the purposes of this Offering Circular Supplement, be deemed to be the Interest Rate Swap Counterparty or Default Swap Counterparty (as appropriate) and a Swap Counterparty. 19
Page 1 and 2: OFFERING CIRCULAR SUPPLEMENT CLARIS
Page 3 and 4: TABLE OF CONTENTS RISK FACTORS ....
Page 5 and 6: Notes based upon their own judgemen
Page 7 and 8: 38(i), the Adjusted Aggregate Nomin
Page 9 and 10: the Margin (as defined in paragraph
Page 11 and 12: (viii) ISDA Determination (if diffe
Page 13 and 14: plus (iii) an amount determined by
Page 15 and 16: ecome due and payable as a result o
Page 17: (ix) Other Security Agreement: Not
Page 21 and 22: Redemption Date”. In the event th
Page 23 and 24: the Issuer in respect of the Deposi
Page 25 and 26: the “Shortfall”), such Shortfal
Page 27 and 28: (ii) Unmatured Coupons to become vo
Page 29 and 30: subsequent consent provided by the
Page 31 and 32: Calculation Agent: Société Géné
Page 33 and 34: (i) “Aggregate Nominal Realisatio
Page 35 and 36: The Terms of the Transaction to whi
Page 37 and 38: divided by the actual number of day
Page 39 and 40: Additional Fixed Payment: Final Exc
Page 41 and 42: the Threshold, or (b) (c) the exces
Page 43 and 44: Factor: Valuation: Final Price: The
Page 45 and 46: copy to the Clearing System, the Pr
Page 47 and 48: Adjustment Date pursuant to Removal
Page 49 and 50: monitor.paris@moodys.com within 5 B
Page 51 and 52: Prime-1 and A1 respectively, subjec
Page 53 and 54: sub-paragraph (d) below. (c) (d) Up
Page 55 and 56: ABS Failure to Pay Principal: (a) T
Page 57 and 58: Moody’s Rating, if applicable). C
Page 59 and 60: Portfolio Administrator: Potential
Page 61 and 62: protection seller expressly relatin
Page 64 and 65: APPENDIX A INITIAL REFERENCE PORTFO
Page 66 and 67: METRIS MASTER TRUST METRIS MASTER T
Page 68 and 69:
RESIDENTIAL ASSET MORTGAGE PRODUCTS
Page 70 and 71:
APPENDIX B Part I PORTFOLIO ADJUSTM
Page 72 and 73:
single-rating from one specified ra
Page 74 and 75:
(k) (l) (m) (n) (o) (p) the Moody
Page 76 and 77:
APPENDIX C Part I Moody’s Expecte
Page 78 and 79:
APPENDIX C Part II Moody’s ABS Cl
Page 80 and 81:
payment thereunder is independent o
Page 82 and 83:
APPENDIX C Part III Equivalent Mood
Page 84 and 85:
D. COLLATERALISED DEBT OBLIGATIONS:
Page 86 and 87:
APPENDIX C Part IV Moody’s Ideali
Page 88 and 89:
Input No. Content / Definition such
Page 90:
Registered office of the Issuer Cla
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