OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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The Early Redemption Amount payable in respect of each Note shall be the greater of: (a) (b) zero; and an amount determined in accordance with the following formula: MV − STC N Where: “MV” means the net proceeds received pursuant to paragraph 30(i)(A) above; “STC” means an amount equal to the aggregate termination amounts payable pursuant to paragraph 30(i)(B) above, as determined by the Calculation Agent on the Breakage Cost Valuation Date, each termination amount being expressed as a positive number if payable by the Issuer to the relevant Swap Counterparty, and a negative number if payable by the relevant Swap Counterparty to the Issuer provided that, where such termination amounts are payable as a result of either (A) an Event of Default where the relevant Swap Counterparty is the Defaulting Party (in each case as defined in the Swap Agreements) or (B) any Additional Termination Event where the Swap Counterparty is the sole Affected Party (in each case as defined in the Swap Agreements), “STC” shall be capped at the amount (if any) by which MV exceeds an amount equal to the sum of the Adjusted Aggregate Nominal Amount and interest accrued on the Notes to the date of redemption. “N” means the number of Notes outstanding. Where the Issuer is to sell any of the Securities or the claim in respect of the Deposit (where the cash amount comprising the Deposit is unavailable for withdrawal), such sale shall be effected on behalf of the Issuer by the Disposal Agent in accordance with the terms of the Disposal Agency Agreement. With respect to the calculation of the Early Redemption Amount, the determinations and calculations of the Calculation Agent will be conclusive and binding upon the Issuer, the Custodian, the Trustee and the Noteholders, in the absence of manifest error. In the event that such Early Redemption Amount paid to each Noteholder is less than the nominal amount of the Note (the difference between the Early Redemption Amount of the Note and the nominal amount of the Note being referred to as 24
the “Shortfall”), such Shortfall shall be borne by the Noteholder and the Noteholder shall have no further recourse to the Issuer in respect of such Shortfall. For the avoidance of doubt, any such early redemption may take place after the Scheduled Maturity Date; but, in such event, no interest shall be payable under the Notes in respect of any period from and including the Scheduled Maturity Date. For the purpose hereof: “Breakage Cost Valuation Date” means the date on which the Early Redemption Amount is determined or announced by the Calculation Agent, which is expected to be the 30th Business Day following the Early Redemption Event Determination Date, to the extent reasonably practicable. “Early Redemption Date” means the date notified as such by the Calculation Agent (on behalf of the Issuer) in the Settlement Notice, which is expected to be the fourth Business Day following the Breakage Cost Valuation Date, to the extent reasonably practicable. “Early Redemption Event” means the occurrence (i) at any time prior to the Scheduled Maturity Date of any of the events set out in Condition 10 or (ii) at any time from and including the Issue Date to and including the Latest Determination Time of any of the early redemption events referred to in Condition 7(c) or 7(d). “Early Redemption Event Determination Date” means (i) a date on which the Trustee declares the Notes due and repayable in accordance with Condition 10 or (ii) the date on which an Early Redemption Event Notice is delivered by the Calculation Agent (on behalf of the Issuer) to the Notice Agent and, as long as the Notes are in global form, to the Clearing System. “Early Redemption Event Notice” means a notice to be delivered, as soon as practicable after having been notified by the Issuer of the occurrence of an event under Condition 7(c) or 7(d), by the Calculation Agent (on behalf of the Issuer) to the Notice Agent and, as long as the Notes are in global form, to the Clearing System notifying of the occurrence of such event and setting out any relevant information evidencing the occurrence of such event at any time from 25
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 and 18: (ix) Other Security Agreement: Not
Page 19 and 20: Consequences of Early Termination U
Page 21 and 22: Redemption Date”. In the event th
Page 23: the Issuer in respect of the Deposi
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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