Amended and Restated Confirmation of Swap Transaction



 Exhibit 4.10 
 EXECUTION VERSION 
 AMENDED AND RESTATED CONFIRMATION 
  

			
	Dated:	  	August 23, 2006
		
	To:	  	Accredited Home Lenders, Inc. (“Party B”)
		  	15090 Avenue of Science
		  	San Diego, California 92128
		
		  	 Attention: Katy Hudson

		  	Telephone: 858-676-2177
		  	Fax: 866-278-5876
		
	From:	  	Calyon New York Branch (“Party A”)
		  	1301 Avenue of the Americas
		  	New York, New York 10019
		  	Attention: Treasury Department
		  	Telephone No: (212) 261-7310
		  	Facsimile No.: (212) 459-3167
		
		  	Re:     Transaction Reference No.: 40248

 Ladies and Gentlemen: 
 This Amended and Restated Confirmation amends and restates in its entirety the Confirmation, with the Swap Transaction number 40248, between Party A and
Party B, dated as of May 10, 2005. The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between Calyon New York Branch. (“Party A”) and Accredited Home Lenders, Inc.
(“Party B”) on the Trade Date referred to below (the “Transaction”). It constitutes a “Confirmation” as referred to in the Master Agreement specified below. 
 The definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”) and the defined terms set forth in the
Reference Transaction (as defined below), to the extent used but not defined herein, are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and provisions and this Confirmation, this Confirmation will
govern. 
 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement, dated as of August 23, 2006 (which amends and
restates the ISDA Master Agreement dated as of May 10, 2005), as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement shall govern this Confirmation except
as expressly modified below. Unless otherwise defined in this Confirmation or in the Definitions, capitalized terms used herein have the meanings ascribed to such terms in the Security Agreement. 
 2. The terms of the Transaction to which this Confirmation relates are as follows: 
  

			
	Trade Date:	  	May 10, 2005
		
	 Effective Date of Amendment
 and Restatement:
	  	August 23, 2006









			
	 Termination Date:
	  	The earliest to occur of (a) the Termination Date of the Reference Transaction, and (b) an Early Termination Date (as defined in the Agreement referred to in the Reference Transaction) with
respect to the Reference Transaction (a “Reference Transaction Early Termination Date”).
		
		  	In connection with a Termination Date hereunder resulting from a Reference Transaction Early Termination Date, each party shall make all payments pursuant to this Agreement through such
Termination Date. Without limitation of the foregoing, Party B shall pay any Party B First Floating Amount relating to any amount owed by Party A to the Reference Counterparty in respect of the early termination of the Reference Transaction. For the
avoidance of doubt, no additional payment pursuant to Section 6(e) of this Agreement shall be payable by either party in connection with a termination of this Agreement caused by a Reference Transaction Early Termination Date.
		
	Business Day:	  	As specified in the Reference Transaction.
		
	Business Day Convention:	  	As specified in the Reference Transaction.
		
	Notional Amount:	  	$500,000,000.00, subject to adjustment as and when occurring, of the Notional Amount of the Reference Transaction, such that the Notional Amount hereof shall equal the product of (x) the
Notional Amount hereof immediately prior to such adjustment and (y) a fraction the numerator of which is the Notional Amount of the Reference Transaction immediately prior to such adjustment and the denominator of which is the Notional Amount of the
Reference Transaction after giving effect to such adjustment.
		
	Back Sharing Percentage:	  	With respect to any date, the percentage expressed as a fraction, the numerator of which is the Notional Amount of this Transaction and the denominator of which is the Aggregate Maximum Notional
Amount of the Reference Transaction as of such date. For the avoidance of doubt, the Back Sharing Percentage shall never be greater than one.
		
	Payment Date:	  	As specified in the Reference Transaction.
		
	Interim Payment Date:	  	As specified in the Reference Transaction.
		
	Calculation Agent:	  	Party A









	 	3.	Floating Amounts: 

 A. Party A Floating
Amounts 
  

			
	 Party A First
     Floating Rate Amounts:
	  	  
 The product of (x) the Back Sharing Percentage and (y) any and all amounts
actually received by Reference Party A under and pursuant to the Reference Transaction (including amounts received from the Reference Counterparty in connection with the early termination of a Reference Transaction).

		
	 Party A First Floating Rate
     Amount Payment Dates:
	  	  
 Each day on which the Reference Party A receives a payment under the
Reference Transaction and Party A receives a payment equal to the Party A First Floating Rate Amount under the Intermediate Transaction by 3:00 p.m. New York City time and the immediately succeeding Business Day if such payment is received by Party
A after such time.

		
	 Party A Second
     Floating Rate
Amount:
	  	  
 In the event that this Transaction is terminated prior to the Termination
Date of the Reference Transaction, the excess, if any, of (x) the Settlement Amount paid by Party B to Party A in respect of this Transaction, over (y) the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by Reference
Party A to the Reference Counterparty pursuant to the Reference Transaction from and including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction.

		
	 Party A Second Floating Rate
     Amount Payment Date:
	  	  
 One Business Day after the Termination Date of the Reference Transaction so
long as Party A receives a payment under the Intermediate Transaction equal to the Party A Second Floating Rate Amount.
  
 Survival: The provisions regarding the Party A Second Floating Rate Amount and the Party A Second Floating Rate Amount Payment Date shall survive the termination of this
Transaction.

		
	 Party A Third
     Floating Rate Amount:
	  	In the event that this Transaction is terminated prior to the Termination Date of the Reference Transaction, the









			
		  	excess, if any, of (x) the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by the Reference Counterparty to Reference Party A pursuant to the Reference
Transaction from and including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction over (y), the Settlement Amount paid by Party A to Party B in respect of this Transaction.
		
	 Party A Third
 Floating Rate
     Amount Payment Date:
	  	  
  
 One
Business Day after the Termination Date of the Reference Transaction so long as Party A receives a payment under the Intermediate Transaction equal to the Party A Third Floating Rate Amount.
  
 Survival: The provisions regarding the Party A Third Floating Rate Amount and the Party A Third
Floating Rate Amount Payment Date shall survive the termination of this Transaction.


 B. Party B Floating Amounts and Fixed Amounts 
  

			
	Party B First Floating     Rate Amounts:	  	The product of (x) the Back Sharing Percentage and (y) any and all amounts due from Reference Party A under and pursuant to the Reference Transaction (including amounts owed by Reference
Party A to the Reference Counterparty or any successor Counterparty in connection with the occurrence of a Reference Transaction Early Termination Date); provided, however, that prior to the occurrence of an Early Accumulation Event or
prior to the occurrence and continuation of any Extended Note Amortization Event, any amount payable by Party B on any Interim Payment Date in respect of any Party A Interim Floating Amount (as defined in the Reference Transaction) payable by Party
A under the Reference Transaction shall be equal to the lesser of (i) the Party A Interim Floating Amount payable by Party A under and pursuant to the Reference Transaction on such Interim Payment Date, and (ii) the positive difference (if any) of
(A) the Back Swap Sharing Percentage (B) 10% of the product of (I) the Back Sharing Percentage and (II) the average daily aggregate Outstanding Purchase Prices of Mortgage Loans owned by the Issuer over the 90-day period ending on such
Interim

  








			
		  	Payment Date and (B) the aggregate amounts paid by Party B in respect of any such Party A Interim Floating Amount during the 89 days immediately preceding such Interim Payment Date; provided,
further, that, after the occurrence of an Early Accumulation Event or after the occurrence and during the continuation of any Extended Note Amortization Event, the sum of the Party B First Floating Rate Amounts payable after the occurrence of such
Early Accumulation Event or after the occurrence and during the continuation of any Extended Note Amortization Event, shall not exceed the Swap Payment Threshold. “Swap Payment Threshold” means the product of (x) the Back Sharing
Percentage and (y) the greater of (i) 10% of the product of (A) the Sharing Percentage and (B) the average daily aggregate Outstanding Purchase Prices of Mortgage Loans owned by the Issuer over the 90-day period immediately preceding the occurrence
of such Early Accumulation Event or Extended Note Amortization Event, as applicable, and (ii) 10% of the product of (A) the Sharing Percentage and (B) the sum of (x) the aggregate Outstanding Purchase Price of the Mortgage Loans owned by the Issuer
on the date such Early Accumulation Event or Extended Note Amortization Event, as applicable, occurred and (y) any cash and Eligible Investments held by the Reference Counterparty on the date of occurrence of such Early Accumulation Event or
Extended Note Amortization Event, as applicable.
		
	 Party B First Floating Rate   Amount
     Payment Dates:
	  	  
  
 Each
Payment Date, Interim Payment Date and any Business Day on which Reference Party A owes any Party A Accrued Interest Payment (as defined in the Reference Transaction) and the Termination Date.

		
	Party B Second     Floating Rate Amount:	  	  
 In the event that this Transaction is terminated prior to the Termination
Date of the Reference Transaction, the excess, if any, of (x) the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by Reference Party A to the Reference Counterparty pursuant to the Reference Transaction from and
including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction; provided that such amounts shall be calculated as though the Party A Interim Floating Amount (as defined in the Reference
Transaction) payable by Reference Party A was subject to the limitations set forth in the provisos of the Party B First Floating Rate Amounts










			
		  	hereunder from and including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction, over (y) the Settlement Amount paid by Party B to Party A in
respect of this Transaction.
		
	Party B Second Floating Rate     Amount Payment Date:	  	  
  
 One
Business Day after the Termination Date of the Reference Transaction.
  
 Survival: The
provisions regarding the Party B Second Floating Rate Amount and the Party B Second Floating Rate Amount Payment Date shall survive the termination of this Transaction.

		
	Party B Third     Floating Rate Amounts:	  	  
 In the event that this Transaction is terminated prior to the Termination
Date of the Reference Transaction, the excess, if any, (x) the Settlement Amount paid by Party A to Party B in respect of this Transaction over (y), the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by the Reference
Counterparty to Reference Party A to pursuant to the Reference Transaction from and including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction.

		
	Party B Third   Floating Rate Amount     Payment Date:	  	  
  
 One
Business Day after the Termination Date of the Reference Transaction.
  
 Survival: The
provisions regarding the Party B Third Floating Rate Amount and the Party B Third Floating Rate Amount Payment Date shall survive the termination of this Transaction.

		
	Party B Fourth     Floating Rate Amounts:	  	  
 The sum of (A) plus (B) where (A) is equal to the product of (x) 0.08%; (y)
the Program Size; and (z) the actual number of days in the relevant Calculation Period, divided by 365 and (B) is equal to the product of: (a) 0.12%; (b) the Average Outstanding Principal Balance; and (c) the actual number of days in the relevant
Calculation Period, divided by 365.

		
		  	“Average Outstanding Principal Balance” means, as of the last day of any Calculation Period, the sum of the









			
		  	Aggregate Outstanding Principal Balances for each day in such Calculation Period divided by the actual number of days in such Calculation Period.
		
	 Party B Fourth
 Floating Rate
    Amount Payment Dates:
	  	Each Payment Date referred to in the Reference Transaction.
		
	 Party B Fifth
     Floating Rate Amounts:
	  	  
 Any reasonable fees, costs, damages, expenses or forbearance of interest or
other remuneration incurred or otherwise suffered by Party A (collectively, “Damages”) in connection with the Reference Transaction or the Intermediate Transaction (including any assignment or transfer thereof, except for Damages resulting
out of an Early Termination of the Reference Transaction or the Intermediate Transaction as a result of an Event of Default where Reference Party A or Party A, respectively, is the sole Defaulting Party or Termination Event pursuant to Part 1(g)(i)
of the Reference Transaction where Reference Party A or Party A, respectively, is the sole Affected Party) which are not paid or otherwise reimbursed to Party A; provided that such Damages would not have been incurred by Party A but for the
Reference Transaction or the Intermediate Transaction. This shall also include any amount received by Party A pursuant to the Intermediate Transaction which Party A was compelled to return to Intermediate Party B or to the Reference Counterparty or
its respective successor (including any liquidator, receiver, bankruptcy trustee, or similar entity).

		
	 Party B Fifth
 Floating Rate
     Amount Payment Date:
	  	  
  
 No
later than the second Business Day after Party A notifies Party B of the Party B Fifth Floating Rate Amounts if such notice is received by Party B (orally or otherwise) on or prior to 1:00 p.m. New York time, and no later than the third Business Day
after receipt if such notice is received by Party B after such time.

		
		  	Survival:         The provisions regarding the Party B Fifth Floating Rate Amounts and the Party B Fifth Floating Rate Amount Payment Date shall
survive the termination of this Transaction.








 4. Other Provisions: 
  

			
	Assignment:	  	This Transaction shall be assigned concurrently with any assignment or transfer of the Reference Transaction by Reference Party A or the Intermediate Transaction by Party A pursuant to the terms
thereof. Party B covenants and agrees that it shall directly bear any and all costs associated with such assignment or transfer of this Transaction; provided, however, Party A shall bear its own cost associated with the assignment of this
Transaction if Party A is the sole Defaulting Party under the Intermediate Transaction.
		
	Reference Counterparty:	  	Carmel Mountain Funding Trust
		
	Reference Party A:	  	Calyon New York Branch
		
	Reference Transaction:	  	The Transaction between Reference Party A and the Reference Counterparty, dated as of the date hereof (which amends and restates the Transaction between Reference Party A and the Reference
Counterparty dated as of May 10, 2005), as further amended from time to time (Ref. No. (40247).
		
	Intermediate Transaction:	  	The Transaction between Intermediate Party B and Party A, dated as of the date hereof (which amends and restates the Transaction between Intermediate Party B and Party A dated as of May 10,
2005), as further amended from time to time (Ref. No. (40249).
		
	Intermediate Party B:	  	Lehman Brothers Special Financing Inc.
		
	Payment Instructions:	  	

 Payments to Party A: 
 Calyon New York Branch 
 ABA#: 02600-807-3

 Account: Derivative Products 
 Acct#: 01-88180-3211-00-001-180 
 Attn: Back Office Operations 
 Phone: (212) 261-7890 
 Facsimile:
(212) 459-3166 
 Payments to Party B: 
 US Bank 
 4180 La Jolla Village Drive, Suite 430 
 La Jolla, CA 92037 
 ABA # 122235821

 Account Name: Accredited Home Lenders, Inc. 
 Account #153491827918 
 Attn: Katy Hudson/CMF 







 Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning an executed
copy of this Confirmation to us. 
  

			
	 Yours Sincerely,

	
	CALYON NEW YORK BRANCH
		
	By:	 	 /s/ IAN CHEUNG

	Name:	 	Ian Cheung
	Title:	 	Director
		
	By:	 	 /s/ RICARDO L. GOMES

	Name:	 	Ricardo L. Gomes
	Title:	 	Vice President
	
	Confirmed as of the date first written:
	
	ACCREDITED HOME LENDERS, INC.
		
	By:	 	 /s/ CHARLES O. RYAN

	Name:	 	Charles O. Ryan
	Title:	 	Securitization Coordinator