ISDA Master Agreement and Schedule



 EXHIBIT 4.19 
 (Multicurrency – Cross Border) 
 ISDA® 
 International Swap Dealers Association, Inc. 
 MASTER AGREEMENT 
 dated as of August 23, 2006 
 BARCLAYS
BANK PLC            and            ACCREDITED HOME LENDERS, INC. 
 have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which
includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions. 
 Accordingly, the parties agree as follows: — 
  

	1.	Interpretation 

 (a) Definitions. The terms
defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. 
 (b)
Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. 
 (c)
Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the
parties would not otherwise enter into any Transactions. 
  

	2.	Obligations 

  

	(a)	General Conditions. 

 (i) Each
party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. 
 (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the
manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise
specified in the relevant Confirmation or elsewhere in this Agreement. 
 (iii) Each obligation of each party under Section 2(a)(i) is
subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the
relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. 
 Copyright © 1992 by International Swap Dealers Association, Inc. 







 (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving
notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. 
 (c) Netting. If on any date amounts would otherwise be payable: — 
  

	 	(i)	in the same currency; and 

  

	 	(ii)	in respect of the same Transaction, 

 by each party to the other, then, on
such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would
otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate
amount. 
 The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same
date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be
made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. 
  

	(d)	Deduction or Withholding for Tax. 

 (i)
Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will: — 
 (1) promptly notify the other party (“Y”) of such requirement; 
 (2) pay to the relevant authorities the full amount
required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is
required or receiving notice that such amount has been assessed against Y; 
 (3) promptly forward to Y an official receipt (or a certified
copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and 
 (4) if such Tax is an
Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes,
whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be
paid but for: — 
 (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

 (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have
occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (II) a Change in Tax Law. 
  

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	 	(ii)	Liability. If: — 

 (1) X is required by any
applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); 

(2) X does not so deduct or withhold; and 
 (3) a liability resulting from such Tax is assessed directly against X, 
 then, except to the extent Y has satisfied or then
satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform
any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). 
 (e) Default Interest; Other Amounts. Prior to the occurrence or
effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay
interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual
payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant
Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

  

	3.	Representations 

 Each party represents to the other party (which
representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that: —

  

	(a)	Basic Representations. 

 (i)
Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; 
 (ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver
this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a
party and has taken all necessary action to authorise such execution, delivery and performance; 
 (iii) No Violation or Conflict. Such
execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or
any contractual restriction binding on or affecting it or any of its assets; 
 (iv) Consents. All governmental and other consents that
are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

 (v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its
legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 
  

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 (b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a
party. 
 (c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit
or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. 
 (d) Accuracy of Specified
Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate
and complete in every material respect. 
 (e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for
the purpose of this Section 3(e) is accurate and true. 
 (f) Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true. 
  

	4.	Agreements 

 Each party agrees with the other that, so long as
either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party: — 
 (a) Furnish
Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs: — 
 (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; 
 (ii) any other documents specified in the Schedule or any Confirmation; and 
 (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under
this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or
document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed
and to be delivered with any reasonably required certification, 
 in each case by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable. 
 (b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and
effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become
necessary in the future. 
 (c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may
be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. 
 (d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. 
 (e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, 

  

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organised, managed and controlled. or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this
Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such
Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 
  

	5.	Events of Default and Termination Events 

 (a) Events of
Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of
Default”) with respect to such party: — 
 (i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment
under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; 
 (ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment
under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance
with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; 
 (iii) Credit Support Default. 
 (1) Failure by the party or any Credit Support Provider of such party to comply with or
perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; 
 (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect
for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of
the other party; or 
 (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document; 
 (iv) Misrepresentation. A representation (other than a representation
under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any
material respect when made or repeated or deemed to have been made or repeated; 
 (v) Default under Specified Transaction. The party,
any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of,
an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment,
delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms,
disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 
 (vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a
default, event of default or other similar condition or event (however 

  

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described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements
or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness
becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified
Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice
requirement or grace period); 
 (vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party:– 
 (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent
or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or
liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order
for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof, (5) has a resolution passed for its winding-up, official management or
liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for
it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against
all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect
to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the foregoing acts; or 
 (viii) Merger Without Assumption. The party or any Credit Support Provider of
such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: – 
 (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement
or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or 
 (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or
transferee entity of its obligations under this Agreement. 
 (b) Termination Events. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below
or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is
specified pursuant to (v) below:— 
  

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 (i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on
which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date. it becomes unlawful (other
than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):— 
 (1) to perform any
absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or 
 (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support
Provider) has under any Credit Support Document relating to such Transaction; 
 (ii) Tax Event. Due to (x) any action taken by a
taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in
Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in
respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); 
 (iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be
required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or
withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or
amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); 
 (iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party
(“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not
constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be,
immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); of 
 (v)
Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as
specified for such Additional Termination Event in the Schedule or such Confirmation). 
 (c) Event of Default and Illegality. If an event or
circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 
  

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	6.	Early Termination 

 (a) Right to Terminate Following Event of
Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days
notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early
Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified
in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with
respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). 
  

	(b)	Right to Terminate Following Termination Event. 

 (i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such
other information about that Termination Event as the other party may reasonably require. 
 (ii) Transfer to Avoid Termination Event.
If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right
to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under
Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. 
 If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the
other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). 
 Any such transfer by a party
under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into
transactions with the transferee on the terms proposed. 
 (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1)
or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. 
  

	 	(iv)	Right to Terminate. If:— 

 (1) a transfer under
Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or 
 (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs
and the Burdened Party is not the Affected Party, 
 either party in the case of an Illegality, the Burdened Party in the case of a Tax Event
Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional
Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all Affected Transactions. 
  

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	(c)	Effect of Designation. 

 (i) If
notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. 

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to
Section 6(e). 
  

	(d)	Calculations. 

 (i)
Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a
statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it
is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation. 
 (ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e)
will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on
which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon
(before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. 
 (e) Payments on Early Termination. If an Early Termination Date occurs, the following
provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If
the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an
Early Termination Date and determined pursuant to this Section will be subject to any Set-off. 
  

	 	(i)	Events of Default. If the Early Termination Date results from an Event of Default:— 

 (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party
the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. 
 (2) First
Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement. 
 (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the
Settlement Amount (determined by the 

  

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Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting
Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting
Party will pay the absolute value of that amount to the Defaulting Party. 
 (4) Second Method and Loss. If the Second Method and Loss
apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the
Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 
 (ii) Termination Events. If the Early
Termination Date results from a Termination Event:— 
 (1) One Affected Party. If there is one Affected Party, the amount payable
will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed
to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

 (2) Two Affected Parties. If there are two Affected Parties:— 
 (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable
equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and
(b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and 
 (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be
payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”). 
 If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y. 

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies
in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and
retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). 
 (iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the
loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 
  

 10 









	7.	Transfer 

 Subject to Section 6(b)(ii), neither this Agreement
nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:— 
 (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all
its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and 
 (b) a party may make such a transfer of all
or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). 
 Any purported transfer that is not in compliance
with this Section will be void. 
  

	8.	Contractual Currency 

 (a) Payment in the Contractual
Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments
under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is
owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such
additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of such excess. 
 (b) Judgments. To the extent
permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating
to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the
aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums
paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable
manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of
exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. 
 (c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as
separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in
respect of this Agreement. 
 (d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate
that it would have suffered a loss had an actual exchange or purchase been made. 
  

 11 









	9.	Miscellaneous 

 (a) Entire Agreement. This Agreement
constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. 
 (b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of
the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 
 (c) Survival of Obligations.
Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. 
 (d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by
law. 
  

	(e)	Counterparts and Confirmations. 

 (i) This
Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. 
 (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or
otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an
electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or
electronic message constitutes a Confirmation. 
 (f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in
respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege. 
 (g) Headings. The headings used in this Agreement are for convenience of reference only and
are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 
  

	10.	Offices; Multibranch Parties 

 (a) If Section 10(a) is
specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or
organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is
entered into. 
 (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without
the prior written consent of the other party. 
 (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and
receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

  

	11.	Expenses 

 A Defaulting Party will, on demand, indemnify and hold
harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support
Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 
  

 12 









	12.	Notices 

 (a) Effectiveness. Any notice or other
communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or
number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:— 
 (i) if in writing and delivered in person or by courier, on the date it is delivered; 
 (ii) if sent by telex, on the date the
recipient’s answerback is received; 
 (iii) if sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine); 
 (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or
its delivery is attempted; or 
 (v) if sent by electronic messaging system, on the date that electronic message is received, 
 unless the date of that delivery (or attempted delivery) or that receipt as applicable, is not a Local Business Day or that communication is delivered (or attempted) or
received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. 
 (b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system
details at which notices or other communications are to be given to all 
  

	13.	Governing Law and Jurisdiction 

 (a) Governing
Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. 
 (b) Jurisdiction.
With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:— 
 (i)
submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough
of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and 
 (ii) waives any
objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to
such Proceedings, that such court does not have any jurisdiction over such party. 
 Nothing in this Agreement precludes either party from bringing
Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. 
 (c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings.
If for any 

  

 13 








 
reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute
process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other
manner permitted by law. 
 (d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with
respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 
  

	14.	Definitions 

 As used in this Agreement: — 
 “Additional Termination Event” has the meaning specified in Section 5(b). 
 “Affected Party” has the meaning specified in Section 5(b). 
 “Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. 
 “Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person. 
 “Applicable Rate” means: — 
 (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; 
 (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; 
 (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;
and 
  

	(d)	in all other cases, the Termination Rate. 

 “Burdened Party” has the meaning specified in Section 5(b). 
 “Change in Tax Law” means the enactment,
promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. 
 “consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. 
 “Credit Event Upon Merger” has the meaning specified in Section 5(b). 
 “Credit Support Document” means any agreement or instrument that is specified as such in this Agreement. 
 “Credit Support Provider” has the meaning specified in the Schedule. 
 “Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum. 
  

 14 








 “Defaulting Party” has the meaning specified in Section 6(a). 
 “Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv). 
 “Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule. 
 “Illegality” has the meaning specified in Section 5(b). 
 “Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation
authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). 
 “law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and
“unlawful” will be construed accordingly. 
 “Local Business Day” means, subject to the Schedule, a day on which commercial banks
are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if
different. in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction. 
 “Loss” means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection
with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result
of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(c)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include
a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. 
 “Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each
quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit
Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated
Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have 

  

 15 








 
been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included.
The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its
quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are
to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will
be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values, If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and
lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. 
 “Non-default Rate” means a rate per
annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. 
 “Non-defaulting Party” has the meaning specified in Section 6(a). 
 “Office” means a branch or office of a party, which may be such party’s head or home office. 
 “Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

 “Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from
among such dealers having an office in the same city. 
 “Relevant Jurisdiction” means, with respect to a party, the jurisdictions
(a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes
this Agreement and (d) in relation to any payment, from or through which such payment is made. 
 “Scheduled Payment Date” means a date
on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. 
 “Set-off” means set-off, offset,
combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or
otherwise) that is exercised by, or imposed on, such payer. 
 “Settlement Amount” means, with respect to a
party and any Early Termination Date, the sum of.- 
 (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each
Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and 
 (b) such party’s Loss (whether positive or
negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result. 
 “Specified Entity” has the meaning specified in the Schedule.

  

 16 








 “Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. 
 “Specified Transaction” means, subject to the
Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such
party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation. 
 “Stamp Tax” means any stamp, registration,
documentation or similar tax. 
 “Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. 
 “Tax Event” has the meaning specified in Section 5(b). 
 “Tax Event Upon Merger” has the meaning specified in Section 5(b). 
 “Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and
(b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies,
immediately before that Early Termination Date). 
 “Termination Currency” has the meaning specified in the
Schedule. 
 “Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination
Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being
required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at
the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is
obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties 
 “Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. 
 “Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts. 
 “Unpaid Amounts” owing to any party means, with respect to an
Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction. for each obligation under Section 2(a)(i) which was (or would have been but for
Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market 

  

 17 








 
value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination
Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined
by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties. 
 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this
document. 
  

									
	BARCLAYS BANK PLC	 		 	ACCREDITED HOME LENDERS, INC.
					
	By:	 	 /s/    JULIE STERN
	 		 	By:	 	 /s/    CHARLES O. RYAN

	Name:	 	Julie Stern	 		 	Name:	 	Charles O. Ryan
	Title:	 	Director	 		 	Title:	 	Securitization Coordinator
	Date:	 	August 23, 2006	 		 	Date:	 	

  

 18 








 (Multicurrency-Cross Border) 
 SCHEDULE 
 to the 
 Master Agreement 
 dated as of August 23, 2006 
 between 
 BARCLAYS BANK PLC (“Party
A”), 
 a national banking association created or organized under 
 the laws of the United States of America 
 and 
 ACCREDITED HOME LENDERS, INC. (“Party B”), 
 a corporation organized under the laws of 
 Delaware 
 Part 1. TERMINATION PROVISIONS 
 In this Agreement: 
  

	(a)	“Specified Entity” means: 

 in relation to Party A for the
purpose of: 
  

			
	Section 5(a)(v),	  	Not applicable.
	Section 5(a)(vi),	  	Not applicable.
	Section 5(a)(vii),	  	Not applicable.
	Section 5(b)(iv),	  	Not applicable.

 and in relation to Party B for the purpose of: 
  

			
	Section 5(a)(v),	  	All Affiliates.
	Section 5(a)(vi),	  	All Affiliates.
	Section 5(a)(vii),	  	All Affiliates.
	Section 5(b)(iv),	  	All Affiliates.

  

	(b)	“Specified Transaction” will have the meaning specified in Section 14 of this Agreement and shall also include any repurchase transactions, reverse
repurchase transactions, buy/sellback transactions and securities lending transactions and any other related OTC transactions now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider or Specified
Entity of such party) and the other party to this Agreement (or any Credit Support Provider or Specified Entity of such party). 

  

	(c)	The “Cross Default” provisions of Section 5(a)(vi) will not apply to Party A and will apply to Party B. 

  

 19 








 The following provisions apply: 
 “Specified Indebtedness” will have the meaning specified in Section 14, of this Agreement. 
 “Threshold Amount” means the lesser of (i) USD 10 million or (ii) two percent (2%) of the Stockholders’ Equity of Party B, in
the case of Party B (or its equivalent in any other currency). 
 For purposes hereof, “Stockholders’ Equity” means with respect to an
entity, at any time, the sum at such time of (i) its capital stock (including preferred stock) outstanding, taken at par value, (ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury stock, each to be
determined in accordance with generally accepted accounting principles consistently applied at most recent quarter end. 
  

	(d)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and will apply to Party B. 

  

	(e)	The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A and will not apply to Party B. 

  

	(f)	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement, Loss and the Second Method will apply. 

  

	(g)	“Termination Currency” means United States Dollars (“USD”). 

  

	(h)	Additional Termination Events will apply. Each of the following shall constitute an Additional Termination Event with respect to which Party B shall be the sole Affected Party:


  

	 	(i)	Financial Covenants. AHLHC shall fail to maintain: 

  

	 	(A)	at any time, a minimum Adjusted Tangible Net Worth of at least the sum of (i) $300,000,000 and (ii) 50% of AHLHC’s positive quarterly net income for such quarter from
the calendar quarter beginning on October 1, 2006, 

  

	 	(B)	as of the last business day of each fiscal quarter, an Interest Coverage Ratio of at least 1.10:1.0, 

  

 20 









	 	(C)	at any time, a ratio of Non-Warehouse Debt to Adjusted Tangible Net Worth that is less than or equal to 2.0:1.0, 

  

	 	(D)	as of the last business day of any month, Unrestricted Cash And Cash Equivalents and available borrowing capacity of at least $20,000,000, which continues uncured for five
(5) business days, or 

  

	 	(E)	at any time, a ratio of Recourse Debt to Tangible Net Worth Ratio that is less than or equal to 17.0:1.0. 

  

	(ii)	Net Earnings. AHLHC shall report net earnings for any six rolling calendar months of less than $1.00 on a consolidated basis in accordance with GAAP.


  

	(iii)	[Reserved] 

  

	(iv)	Change of Control. A Designated Event (as defined below) occurs with respect to Party B. A “Designated Event” means that: 

  

	 	(A)	Party B or AHLHC dissolves, merges or consolidates with another entity (unless (1) it is the surviving party or (2) the entity into which it merges has equity and a market
value of at least that of Party B or AHLHC immediately prior to such merger and such entity expressly assumes the obligations of the Party B at the time of such merger), or sells, transfers, or otherwise disposes of a material portion of its
business or assets, other than sales, transfers or dispositions of mortgage loans in the ordinary course of Party B’s or AHLHC’s business; 

  

	 	(B)	any Person or entity or any group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of Persons and/or entities, shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, in one or more transactions, of securities of Party B
(or other securities convertible into such securities) representing more than 50% of the combined voting power of all securities of Party B entitled to vote in the election of directors (other than a Person or entity owning such securities on the
date of this Agreement); or 

  

	 	(C)	Party B shall cease to be a wholly-owned subsidiary of AHLHC. 

  

	(v)	Material Adverse Change. Party B has experienced or is experiencing a material adverse change, determined by Party A in Party A’s sole discretion, in its business,
assets, or operations or financial condition. For the purpose of the foregoing Termination Event, Party B shall be the Affected Party. 

  

 21 








 Capitalized terms used in this Part 1(h) shall have the meanings set forth below: 
 “Adjusted Tangible Net Worth” means, for any Person, Net Worth of such person plus (a) Subordinated Debt (provided
that Subordinated Debt shall not be taken into account to the extent that it would cause Adjusted Tangible Net Worth to be comprised of greater than 25% of Subordinated Debt) plus minority interest in Accredited Mortgage Loan REIT Trust as shown on
the most recent financial statement of Seller, minus (b) (i) servicing rights, and (ii) all intangible assets, including goodwill, patents, tradenames, trademarks, copyrights, franchises, any organization expenses, deferred expenses,
prepaid expenses, prepaid assets, receivables from shareholders, unconsolidated Affiliates or employees, and any other asset as shown as an intangible asset on the balance sheet of such Person on a consolidated basis as determined at a particular
date in accordance with GAAP. 
 “AHLHC” means Accredited Home Lenders Holding Co. and its Subsidiaries on a
consolidated basis. 
 “Consolidated Debt” means, at any time, the aggregate principal amount of Indebtedness
of AHLHC outstanding at such time as reflected on the consolidated balance sheet of AHLHC, prepared in accordance with GAAP. 
 “EBITDA” means, for any period, Net Income for such period on a consolidated basis, plus, without duplication and to the extent reflected as a charge in the statement of such Net Income for such period, the sum of
(a) total income tax expense, (b) interest expense, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary expenses
or losses (including, whether or not otherwise includable as a separate item in the statement of such Net Income for such period, losses on sales of assets outside of the ordinary course of business), and (f) any other noncash charges, and
minus, to the extent included in the statement of such Net Income for such period, the sum of (a) any extraordinary income or gains (including, whether or not otherwise includable as a separate item in the statement of such Net Income for such
period, gains on the sales of assets outside of the ordinary course of business) and (b) any other noncash income (other than any income represented by a receivable that in the ordinary course would be expected to be paid in cash), all as
determined on a consolidated basis. 
 “Indebtedness of AHLHC” means AHLHC’s (a) obligations for
borrowed money, (b) obligations representing the deferred purchase price of property (whether real or personal, tangible or intangible) or services (other than accounts payable arising in the ordinary course of AHLHC’s business payable on
terms customary in the trade), (c) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by AHLHC, (d) obligations which are evidenced by notes,
acceptances, or similar instruments, (e) capitalized lease obligations, (f) rate hedging obligations, (g) contingent obligations of any type which are reportable 

  

 22 








 
on AHLHC’s balance sheet in accordance with GAAP, (h) obligations for which AHLHC is obligated pursuant to or in respect of a letter of credit or
similar instrument and (i) repurchase obligations or liabilities of Party B with respect to accounts or notes receivable and chattel paper sold by AHLHC. 
 “Interest Coverage Ratio” means, for any applicable computation period, the ratio of (a) EBITDA to (b) Interest
Expense. 
 “Interest Expense” means, for any applicable computation period, all interest paid or accrued
during such period by AHLHC on a consolidated basis, determined in accordance with GAAP. 
 “Net Income”
means, for any period, the consolidated net income (or loss) for such period, determined on a consolidated basis in accordance with GAAP. 
 “Non-Warehouse Debt” means, at any time, Consolidated Debt minus Warehouse Debt. 
 “Recourse Debt to Adjusted Tangible Net Worth Ratio” means, at any time, the ratio of (a) Consolidated Debt minus the liabilities related to securitizations which are accounted for as financings under Financial
Accounting Standards Board (FASB) Rule 140 to (b) Adjusted Tangible Net Worth. 
 “Unrestricted Cash and Cash
Equivalents” means, as of any date of determination, the sum of (a) the aggregate amount of unrestricted cash and (b) the aggregate amount of unrestricted cash equivalents (valued at the fair market value). As used in this
definition, “Unrestricted” means the specified asset is not subject to any liens or claims of any kind in favor of any Person. 
 “Warehouse Debt” shall mean Indebtedness of AHLHC, whether or not it is recourse, that is secured or otherwise backed by Party B’s mortgage loans, mortgage-backed securities or other mortgage
assets, and that is used generally by Party B to provide it with financing or liquidity for the origination or acquisition by it of mortgage loans, mortgage-backed securities or other mortgage assets in Party B’s ordinary course of business.

 Part 2. TAX REPRESENTATIONS 
  

	(a)	Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, Party A and Party B will each make the following representation:


 It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Sections 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under


  

 23 








 
this Agreement. In making this representation, it may rely on (i) the accuracy of any representation made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction(s) of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided
by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, 
 provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or
document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position. 
  

	(b)	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement: 

  

	 	(i)	Party A is a public limited company created or organized under the laws of United Kingdom and the federal taxpayer identification number is 13-4942190. 

  

	 	(ii)	Party B represents that it is a corporation duly organized and validly existing under the laws of the State of California and its federal taxpayer identification number is
33-0426859. 

 Part 3. Agreement to Deliver Documents 
 For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: 
  

	(a)	Party A and Party B will deliver forms and/or documents described in Section 4(a)(iii) of this Agreement upon reasonable demand by the other party.


  

	(b)	Party A will deliver a completed IRS Form W-8BEN or W-8ECI, as applicable, upon execution and delivery of this Agreement. Party B will deliver a completed IRS Form W-9 upon
execution and delivery of this Agreement. 

  

 24 









	(c)	Other documents to be delivered are: 

  

							
	 Party required to
 deliver document
	  	 Form/Document/Certificate
	  	 Date by which to
 be delivered
	  	 Covered by
 Section 3(d)

				
	Party A and Party B	  	Incumbency certificate or other documents evidencing the authority and genuine signature of the individual signing the Agreement and any Credit Support Document on behalf of such party to
execute the same.	  	Upon execution of this Agreement.	  	Yes
				
	Party A and Party B	  	Evidence reasonably satisfactory to the other party of the authority of such party and its Credit Support Provider to enter into the Agreement, any Credit Support Document and each Transaction
entered into hereunder.	  	Upon execution of this Agreement.	  	Yes
				
	Party A and Party B	  	A copy of the annual report of AHLHC, containing audited consolidated financial statements for such fiscal year certified by independent public accountants and prepared in accordance with
generally accepted accounting principles consistently applied.	  	As soon as available and in any event within 90 days of the end of each fiscal year of AHLHC.	  	Yes
				
	Party B	  	For its most recent fiscal quarter, a copy of the unaudited financial statements of AHLHC, prepared in accordance with generally accepted accounting principles consistently applied.	  	As soon as available and in any event within 60 days of the end of each fiscal quarter of AHLHC.	  	Yes
				
	Party B	  	Any Credit Support Document(s) specified in Part 4 of this Schedule.	  	Upon execution of this Agreement.	  	Yes

  

 25 









							
	 Party required to
 deliver document
	  	 Form/Document/Certificate
	  	 Date by which to
 be delivered
	  	 Covered by
 Section 3(d)

				
	Party B	  	An opinion of counsel to Party B concerning power, authority, enforceability and related matters in form and substance satisfactory to Party A.	  	Upon execution of this Agreement.	  	No
				
	Party A	  	An opinion of counsel to Party A concerning power, authority, enforceability and related matters in form and substance reasonably satisfactory to Party B.	  	Upon execution of this Agreement.	  	No
				
	Party B	  	All notices, reports, documents, certificates information, statements or instructions required to be delivered by or to the Reference Counterparty under any Program Documents and such other
documents as Party A may reasonable request from time to time.	  	Upon request.	  	Yes
				
	Party B	  	A certificate of an authorized financial officer of Party B certifying that no Additional Termination Event has occurred and the calculations of the financial covenants set forth in Part 1(h)(i)
of this Schedule for said period and the methodology used in computing said financial covenants, in form and detail satisfactory to Party A.	  	Within 30 days after the end of each calendar quarter or 30 days after request by Party A.	  	Yes
				
	Party B	  	Notice of Amendment to any Program Document	  	Upon execution of such amendment	  	Yes

  

 26 








 Part 4. Miscellaneous 
  

	(a)	Addresses for Notices. For the purpose of Section 12(a) of this Agreement: 

 Address for notices or communications to Party A: 
  

			
	Address:	  	Bank of America, N.A.
		  	Sears Tower
		  	233 South Wacker Drive, Suite 2800
		  	Chicago, IL 60606
		
	Attention:	  	Swap Operations
	Telephone No.:	  	312-234-2732
	Facsimile No.:	  	312-234-3603
		
	with copy to:	  	
		
	Address:	  	Bank of America, N.A.
		  	100 N. Tryon St., N1-007-13-01
		  	Charlotte, North Carolina 28255
		
	Attention:	  	Capital Markets Documentation
	Facsimile No.:	  	704-386-4113
	
	Address for financial statements and program related documents/reports to Party A:
		
	Address:	  	Bank of America, N.A.
		  	Mail Code: N1-027-19-01
		  	214 North Tryon Street
		  	Charlotte, North Carolina 28255
		
	Attention:	  	CR Structured Finance

 Address for notices or communications to Party B: 
  

			
	Address:	  	Accredited Home Lenders, Inc.
		  	15090 Avenue of Science
		  	San Diego, California 92128
		
	Attention:	  	Katy Hudson
	Telephone No.:	  	858-676-2177
	Facsimile No.:	  	866-278-5876
		
		  	For all purposes.

  

 27 









	(b)	Process Agent. For the purpose of Section 13(c) of this Agreement: 

  


			
	Party A appoints as its Process Agent:	  	Not applicable.
		
	Party B appoints as its Process Agent:	  	Not applicable.

  

	(c)	Offices. The provisions of Section 10(a) will apply to this Agreement. 

  

	(d)	Multibranch Party. For the purpose of Section 10(c) of this Agreement: 

  

	 	Party A is a Multibranch Party and may act through its Charlotte, North Carolina, Chicago, Illinois, San Francisco, California, New York, New York, Boston, Massachusetts or London,
England Office or such other Office as may be agreed to by the parties in connection with a Transaction. 

  

	 	Party B is not a Multibranch Party. 

  

	(e)	Calculation Agent. The Calculation Agent is Party A. 

  

	(f)	Credit Support Document. Details of any Credit Support Document: Each as amended, extended, supplemented or otherwise modified in writing from time to time, and each of which
is incorporated by reference in, constitutes part of, and is in connection with, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation, is a Credit Support
Document: 

  

	 	In the case of Party A: 

  

	 	Not Applicable. 

  

	 	In the case of Party B: 

  

	 	Credit Support Annex annexed hereto which supplements, forms part of, and is subject to, this Agreement. 

  

	(g)	Credit Support Provider. 

  

			
	Credit Support Provider means in relation to Party A:	  	Not Applicable.
		
	Credit Support Provider means in relation to Party B:	  	Not Applicable.

  

 28 









	(h)	Governing Law. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS
THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

  

	(i)	Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will apply to any Transactions. 

  

	(j)	“Affiliate” will have the meaning specified in Section 14 of this Agreement. 

  

	(k)	Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the second line of subparagraph (i) thereof the word “non-”; and
(ii) deleting the final paragraph thereof. 

 Part 5. Other Provisions 
  

	(a)	Representations. Section 3 of this Agreement is hereby amended by adding the following additional subsections: 

 “(g) No Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as
to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice
or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of the Transaction will not be considered investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction. 
 (h) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. 
 (i) Status of Parties. The other party is not acting as a fiduciary for or an advisor to it in respect of that Transaction. 
 (j) No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.

 (k) Eligible Contract Participant. It is an “eligible contract participant” within the meaning of
Section 1a(12) of the Commodity Exchange Act.” 
  

 29 









	(b)	Set-off. Section 6 of this Agreement is hereby amended by adding the following new subsection 6(f): 

 (f) Any amount (the “Early Termination Amount”) payable to one party (the Payee) by the other party (the Payer) under Section 6(c), in
circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(iv) or (v) has occurred, will, at the option of the party (“X”) other than the Defaulting Party or the
Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any amount(s) (the “Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence
of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between the Payee and the Payer or instrument(s) or undertaking(s) issued or executed by
one party to, or in favor of, the other party (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this Part 5(b).

 For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the relevant portion of such amounts) may be
converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. 
 If an obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party
accounting to the other when the obligation is ascertained. 
 Nothing in this Part 5(b) shall be effective to create a charge or other
security interest. This Part 5(b) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right of which any party is entitled. 
  

	(c)	Notices. For the purposes of subsections (iii) and (v) of Section 12(a), the date of receipt shall be presumed to be the date sent if sent
on a Local Business Day or, if not sent on a Local Business Day, the date of receipt shall be presumed to be the first Local Business Day following the date sent. 

  

	(d)	Service of Process. The penultimate sentence of Section 13(c) shall be amended by adding the following language at the end thereof: “if permitted in the
jurisdiction where the proceedings are initiated and in the jurisdiction where service is to be made.” 

  

	(e)	Waiver of Trial By Jury. Insofar as is permitted by law, each party irrevocably waives any and all rights to trial by jury in any legal proceeding in connection with this
Agreement or any Transaction, and acknowledges that this waiver is a material inducement to the other party’s entering into this Agreement and each Transaction hereunder. 

  

	(f)	Accuracy of Specified Information. Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and before the period the
words “or, in the case of audited or unaudited financial statements or balance sheets, a fair presentation of the financial condition of the relevant person.” 

  

	(g)	Confirmation. Party A and Party B each agrees and acknowledges that the only Transaction that is or will be governed by this Agreement is the Transactions evidenced by the
one Confirmation dated on the date hereof (it being understood that, in the event such Confirmation shall be amended (in any respect), such amendment shall not constitute (for purposes of this paragraph) a separate Transaction or a separate
Confirmation). 

  

 30 









	(h)	Notice by Facsimile Transmission. Section 12(a) is hereby amended by deleting, in its entirety, the parenthetical contained in the first and second lines therein, and
replacing it with the following: “(except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system)”. Any notice or other communication under Section 5 or 6 given by facsimile
transmission shall also be delivered via overnight mail; provided, however, the effective date of any notice or other communication under Section 5 or 6 given by facsimile transmission shall be effective as of the date of receipt for the
facsimile transmission as provided in Section 12(a)(iii). 

  

	(i)	Severability. Except as otherwise provided in Sections 5(b)(i) or 5(b)(ii) of the Agreement in the event that any one or more of the provisions contained in
this Agreement should be held invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby so long as this
Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective
benefits and expectations of the parties to this Agreement. The parties shall endeavor, in good faith negotiations, to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions. 

  

	(j)	Consent to Recording. The parties agree that each may electronically record all telephonic conversations between marketing and trading personnel in connection with this
Agreement and that any such recordings may be submitted in evidence in any Proceedings relating to this Agreement. 

  

	(k)	USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Party B, which information includes the name and address of Party B and other information that will allow Party A to
identify Party B in accordance with the Act. 

  

	(l)	Furnishing Specified Information. Section 4(a)(iii) is hereby amended by inserting “promptly upon the earlier of (i)” in lieu of the word “upon” at
the beginning thereof and inserting “or (ii) such party learning that the form or document is required” before the word “any” on the first line thereof. 

  

	(m)	 Consent to Disclosure. Party B consents to Party A effecting such disclosure as Party A may deem appropriate to enable Party A to transfer Party B’s
records 



  

 31 








 
and information, to process and execute Party B’s instructions, or in pursuance of Party B’s or Party A’s commercial interest, to any of its
Affiliates. For the avoidance of doubt, Party B’s consent to disclosure includes the right on the part of Party A to allow access to any intended recipient of Party B information to the records of Party A by any means. 
 The parties executing this Schedule have executed the Master Agreement and have agreed as to the contents of this Schedule. 
  

							
	 BARCLAYS BANK PLC
         (Name of Party)
	 	 ACCREDITED HOME LENDERS, INC.
                 (Name of Party)

				
	By:	 	 /s/ JULIE STERN
	 	By:	 	 /s/ CHARLES O. RYAN

	Name:	 	Julie Stern	 	Name:	 	Charles O. Ryan
	Title:	 	Director	 	Title:	 	Securitization Coordinator

  

 32