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OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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S&P and Fitch<br />

2) For all other transactions, obtain rating estimate from Moody’s<br />

______________________<br />

1 (a) Traditional commercial real estate <strong>as</strong>set cl<strong>as</strong>ses comprise greater than ninety percent (90%) of<br />

the collateral b<strong>as</strong>e.<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

Payment waterfall provides for a p<strong>as</strong>s-through sequential structure, provided that we relax this<br />

requirement when the payment structure h<strong>as</strong> pro rata features and Moody’s is <strong>as</strong>ked to<br />

provide a notched rating on one or more mezzanine cl<strong>as</strong>ses benefiting from the pro rata<br />

structure.<br />

Collateral b<strong>as</strong>e comprised of not more than five percent (5%) exposure to Tier D countries<br />

(Greece, Italy, Portugal, E<strong>as</strong>tern European countries) AND European properties make up<br />

greater than fifty percent (50%) of the security.<br />

Some form of liquidity provided for all cl<strong>as</strong>ses of notes to be notched.<br />

Meaning of the rating of the of cl<strong>as</strong>ses of notes to be notched is the same <strong>as</strong> or more<br />

conservative than that for the CDO structure into which such notes are to be sold. B<strong>as</strong>e<br />

<strong>as</strong>sumption is timely payment of interest/ultimate repayment of principal at or before the end<br />

of the tail period.<br />

Collateral for the notes, if applicable, is rated the same <strong>as</strong> or higher than the rating indicator,<br />

accounting for notching, to be <strong>as</strong>signed by Moody’s with respect to the notched notes. This<br />

criterion is <strong>as</strong>sumed to apply largely to collateralised synthetic transactions.<br />

85

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