OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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described in (b) or (c), the party receiving such information may assume that such information has been disclosed to it without violating any law, agreement or understanding regarding the confidentiality of such information and that the party delivering such information has not taken any action or entered into any agreement or understanding with the Reference Entity or any affiliate thereof that would be breached by, or would prevent, the disclosure of such information to third parties. In order to constitute “Publicly Available Information”, any information provided need not state that the Credit Event (a) has satisfied the ABS Payment Requirement, (b) is the result of any applicable Grace Period being satisfied or (c) has satisfied any criteria of a subjective nature specified in certain Credit Events. Rating Agency: Rating Agency Confirmation: Reference Obligation Notional Amount: Moody’s. Receipt of written confirmation from the Rating Agency, for so long as the Notes are outstanding and rated by such Rating Agency, that such specified action or determination will not result in the reduction or withdrawal of its then current rating on the Notes. In respect of a Reference Obligation, as at the Effective Date the amount (the “Initial Reference Obligation Notional Amount”) specified in relation to such Reference Obligation in Appendix A, and in respect of each subsequent day, the Initial Reference Obligation Notional Amount as amended by any Portfolio Adjustment that is effective on or prior to that day. ABS Reference Obligations will be deemed to be removed from the Reference Portfolio in whole, and the Reference Obligation Notional Amount in respect of such ABS Reference Obligation reduced accordingly (a) on and as of the date when fully amortised, cancelled or repaid, including by any guarantor or insurer of such ABS Reference Obligation, (b) when an Event Determination Date has occurred in respect of an ABS Reference Obligation (in which case it shall be deemed to be removed from the Reference Portfolio in full) and (c) following a Removal in respect of such ABS Reference Obligation in accordance with Paragraph 6.1(a) above. For the avoidance of doubt, under Automatic Replenishment, the Reference Obligation Notional Amount shall not be reduced in case of amortisation of the ABS Reference Obligation unless such Reference Obligation Notional Amount has been repaid fully. Related Transactions: (a) any series of notes expressly relating to the Reference Portfolio issued by the Protection Seller other than the Notes, (b) any series of notes issued by SGA Société Générale Acceptance N.V. expressly relating to the Reference Portfolio, and (c) any credit default transactions entered into between Société Générale as protection buyer and a counterparty as 60
protection seller expressly relating to the Reference Portfolio. Remaining Expected Life: S&P or Standard & Poor’s: Scheduled Distribution Date: Scheduled Interest Payment: Scheduled Maturity: Servicer: Underlying Assets: Weighted Average Life: In respect of an ABS Reference Obligation and a date of determination, the period, expressed in years, between that date of determination and the Expected Maturity of that ABS Reference Obligation. Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. or any successor rating agency thereto. The date on which, under the terms of the relevant ABS Reference Obligation, Scheduled Interest Payments are due to be paid, after taking into account any applicable Grace Period. For the avoidance of doubt, the Scheduled Distribution Date shall not be affected by a deferral of interest payments, provided that such deferral of interest payments constitutes an event of default according to the terms and conditions of the ABS Reference Obligation. Any payment of interest in respect of the relevant ABS Reference Obligation when such payment falls due and payable under the terms of the relevant ABS Reference Obligation provided that Scheduled Interest Payments shall not include payments of interest amounts that are explicitly stated to be unrated by the Rating Agency at the date the Reference Entity is added to the Reference Portfolio. In respect of a date, the period, expressed in years, from and including such date to and including the Scheduled Termination Date. In respect of any ABS Reference Obligation, the entity that, under the terms of such ABS Reference Obligation, is responsible for the collection and the administration of the Underlying Assets of such ABS Reference Obligation and/or for providing information on such Underlying Assets that is to be made available to other parties connected with the ABS Reference Obligation provided that (A) any subsidiaries, holding companies or other Affiliates in respect of such entity shall not be deemed to be a Servicer in respect of such ABS Reference Obligation and (B) such entity shall only be deemed to be a Servicer in the country or countries in which it carries out such activities in relation to the relevant Underlying Assets and any branches or other offices of such entity located outside such country or countries, as the case may be, shall not be deemed to be a Servicer in respect of such ABS Reference Obligation. In respect of an ABS Reference Obligation, designated assets held by the relevant ABS Reference Entity from which such ABS Reference Entity funds payments, directly or indirectly in respect of such ABS Reference Obligation. In respect of an ABS Reference Obligation and a date of determination, the period, expressed in years, determined as 61
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OFFERING CIRCULAR SUPPLEMENT CLARIS
Page 3 and 4:
TABLE OF CONTENTS RISK FACTORS ....
Page 5 and 6:
Notes based upon their own judgemen
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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 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: Portfolio Administrator: Potential
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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