OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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Haircut Table shown in Appendix C Part I; (m) (n) (o) (p) the Initial Rating; the Tranche Weighting; the Adjusted Rating; and the ABS Issue Date. The Portfolio Administrator shall, not later than one Business Day prior to the relevant Portfolio Adjustment Date, confirm that the proposed Portfolio Adjustment complies with the Portfolio Adjustment Rules by sending to the Portfolio Adjustment Agent an Adjustment Acknowledgement Notice (substantially in the form as set out in Part III of Appendix B). No Portfolio Adjustment shall be effective unless the Portfolio Administrator has confirmed that the proposed Portfolio Adjustment complies with the Portfolio Adjustment Rules on or before the relevant Portfolio Adjustment Date. 6.3 Reporting The Portfolio Administrator shall keep a record of all Portfolio Adjustments to the Reference Portfolio and maintain a register recording the composition of the Reference Portfolio at any time, including: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) the name of each ABS Reference Entity; the name of each ABS Reference Obligation; the ISIN code in respect of each ABS Reference Obligation; the current Moody’s Rating or Equivalent Moody’s Rating of each ABS Reference Obligation; the Adjusted Rating of each ABS Reference Obligation; the Initial Rating of each ABS Reference Obligation; the Predominant Domicile of the Underlying Assets in respect of each ABS Reference Obligation; the Reference Obligation Notional Amount in respect of each ABS Reference Obligation; the Moody’s ABS Classification in respect of each ABS Reference Obligation; the Key Agent in respect of each ABS Reference Obligation; the Moody’s Expected ABS Recovery Rate in respect of each ABS Reference Obligation; in the case of each Replenishment, the Weighted Average Life of the ABS Reference Obligation at the time of such Replenishment ; details of all Replenishments and Removals; the Tranche Weighting of each ABS Reference Obligation; the Haircut of each ABS Reference Obligation determined according to Moody’s Liquidity Haircut Table shown in Appendix C Part I; and the ABS Issue Date of each ABS Reference Obligation. The Calculation Agent (on behalf of the Protection Buyer) will send the Moody’s Input to Moody’s at 48
monitor.paris@moodys.com within 5 Business Days of the last Business Day in each calendar month. 6.4 Identical Management Each of the parties hereto acknowledges and agrees that the Reference Portfolio will be identically managed in relation to this Transaction and the Related Transactions. Any Portfolio Adjustment to the Reference Portfolio in relation to this Transaction shall also be a Portfolio Adjustment for the purposes of the Reference Portfolio in relation to each of the Related Transactions. 7. Amendments to Agreement (a) For the purposes of this Group of Transactions (as defined in the Agreement), this Transaction, the Interest Rate Swap and the Credit Support Annex, Section 5(a)(vii) of the Agreement shall be amended with respect to the Protection Seller, by: (i) deleting each occurrence of the words “insolvency or” from sub-paragraph (4); (ii) deleting the words “seeks or” and “trustee, custodian” from sub-paragraph (6); (iii) (iv) (v) deleting sub-paragraph (7) in its entirety; replacing the number “(7)” with “(6)” in sub-paragraph (8); and deleting sub-paragraph (9) in its entirety. (b) (c) (d) (e) (f) (g) For the purposes of this Transaction, the Interest Rate Swap and the Credit Support Annex, Section 2(c)(ii) of the Agreement shall not apply. If and for so long as the Protection Buyer has Posted Collateral in accordance with paragraph 8 below, Section 5(a)(i) of the Agreement shall be deleted with respect to the Protection Buyer and this Transaction. For the purposes of this Transaction, the Interest Rate Swap and the Credit Support Annex only, Section 2(a)(iii) of the Agreement shall be amended with respect to the Protection Buyer only by deleting the words “or Potential Event of Default”. For the purposes of this Transaction, the Interest Rate Swap and the Credit Support Annex only, Section 3 of the Agreement shall be amended with respect to the Protection Seller only by, the deletion of the words “or Potential Event of Default” from paragraph (b). For the avoidance of doubt, in the event that the Protection Buyer fails to make payment of any Fixed Amount on any Fixed Rate Payer Payment Date, such failure shall not constitute a Failure to Pay or Deliver Event of Default under Section 5(a)(i) of the Agreement if and to the extent a corresponding Return Amount (as defined in the Credit Support Annex) is due to be transferred from the Transferee (as defined in the Credit Support Annex) to the Transferor (as defined in the Credit Support Annex) on such Fixed Rate Payer Payment Date (as more particularly described in the Credit Support Annex) or if the Transferor’s Credit Support Balance is reduced to satisfy or discharge any amount the Transferor is required to pay to the Transferee (as more particularly described in the Credit Support Annex), and the obligations of the Protection Buyer, the Transferor and the Transferee to make any such payment and transfer as described above shall be satisfied and discharged pursuant to Section 2(c) of the Agreement. For the purposes of this Transaction, the Interest Rate Swap and the Credit Support Annex, Part 5(a) of the Schedule to the Agreement shall be replaced with the following: “(a) Gross Up 49
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 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: Adjustment Date pursuant to Removal
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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