Accredited Mortgage Loan REIT Trust Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT dated as of January 30, 2007 by and among ACCREDITED HOME LENDERS, INC., as Sponsor, ACCREDITED MORTGAGE LOAN REIT TRUST as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee ACCREDITED MORTGAGE...
Trust Agreement • February 2nd, 2007 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 30, 2007, is among ACCREDITED HOME LENDERS, INC., as sponsor (the “Sponsor”), ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, as depositor (the “Depositor”) and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee (the “Owner Trustee”).

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SALE AND SERVICING AGREEMENT dated as of January 1, 2007 by and among ACCREDITED MORTGAGE LOAN REIT TRUST, as Depositor, ACCREDITED HOME LENDERS, INC., as Sponsor and Servicer, ACCREDITED MORTGAGE LOAN TRUST 2007-1, as Issuing Entity, and DEUTSCHE...
Sale and Servicing Agreement • February 2nd, 2007 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

SALE AND SERVICING AGREEMENT, dated as of January 1, 2007 (this “Agreement”), by and among ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, as depositor (the “Depositor”), ACCREDITED HOME LENDERS, INC., a California corporation, as sponsor (the “Sponsor”), ACCREDITED MORTGAGE LOAN TRUST 2007-1, a Delaware statutory trust, as issuing entity (the “Issuing Entity”), ACCREDITED HOME LENDERS, INC., a California corporation, as servicer (the “Servicer”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as indenture trustee (the “Indenture Trustee”).

INDENTURE dated as of January 1, 2007 by and between ACCREDITED MORTGAGE LOAN TRUST 2007-1, as Issuing Entity and DEUTSCHE BANK NATIONAL TRUST COMPANY as Indenture Trustee
Indenture • February 23rd, 2007 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

This INDENTURE, dated as of January 1, 2007 (as amended or supplemented from time to time as permitted hereby, this “Indenture”), is between ACCREDITED MORTGAGE LOAN TRUST 2007-1, a Delaware statutory trust (together with its permitted successors and assigns, the “Issuing Entity”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as Indenture Trustee (together with its permitted successors in the trusts hereunder, the “Indenture Trustee”).

AMENDED AND RESTATED TRUST AGREEMENT dated as of , 200 by and among ACCREDITED HOME LENDERS, INC., as Sponsor, ACCREDITED MORTGAGE LOAN REIT TRUST as Seller, and as Owner Trustee ACCREDITED MORTGAGE LOAN TRUST 200 - Asset-Backed Notes, Series 200 -
Trust Agreement • April 28th, 2005 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of , 200 , is among ACCREDITED HOME LENDERS, INC., as sponsor (the “Sponsor”), ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, as seller (the “Seller”) and , a national banking association, as owner trustee (the “Owner Trustee”).

AMENDMENT NO. 1 Dated as of October 31, 2006 to AMENDED AND RESTATED TRUST AGREEMENT dated as of June 29, 2006 by and among ACCREDITED HOME LENDERS, INC., as Sponsor, ACCREDITED MORTGAGE LOAN REIT TRUST as Depositor, and as Owner Trustee
Trust Agreement • November 2nd, 2006 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • Delaware

AMENDMENT NO. 1, dated as of October 31, 2006 (the “Amendment”), to the AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”), dated as of June 29, 2006, among ACCREDITED HOME LENDERS, INC., as sponsor (the “Sponsor”), ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, as depositor (the “Depositor”) and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee (the “Owner Trustee”).

SALE AND SERVICING AGREEMENT dated as of [DATE] by and among ACCREDITED MORTGAGE LOAN REIT TRUST, as Depositor, ACCREDITED HOME LENDERS, INC., as Sponsor and Servicer, ACCREDITED MORTGAGE LOAN TRUST 200[_]-[_], as Issuing Entity, and as Indenture Trustee
Sale and Servicing Agreement • March 10th, 2006 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

SALE AND SERVICING AGREEMENT, dated as of [DATE] (this “Agreement”), by and among ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, as depositor (the “Depositor”), ACCREDITED HOME LENDERS, INC., a California corporation, as sponsor (the “Sponsor”), ACCREDITED MORTGAGE LOAN TRUST 200[_]-[_], a Delaware statutory trust, as issuing entity (the “Issuing Entity”), ACCREDITED HOME LENDERS, INC., a California corporation, as servicer (the “Servicer”), and [ ], a [national banking association], as indenture trustee (the “Indenture Trustee”).

ACCREDITED HOME LENDERS, INC., ACCREDITED MORTGAGE LOAN REIT TRUST, LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, BEAR, STEARNS & CO. INC., AND HSBC SECURITIES USA, INC. UNDERWRITING AGREEMENT FOR ACCREDITED MORTGAGE LOAN TRUST 2007-1...
Accredited Mortgage Loan REIT Trust • February 2nd, 2007 • Real estate investment trusts • New York

Accredited Home Lenders, Inc. (the “Sponsor”) has entered into a Trust Agreement, dated as of January 10, 2007 as amended and restated by the Amended and Restated Trust Agreement, dated as of January 30, 2007 (collectively, the “Trust Agreement”) with U.S. Bank Trust National Association (the “Owner Trustee”) creating Accredited Mortgage Loan Trust 2007-1 (the “Trust”), a statutory trust established under the laws of the State of Delaware. The Trust has been established for the purpose of issuing Asset Backed Notes, Class A-1, Class A-2, Class A-3 and Class A-4 Notes (the “Class A Notes”) and Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Notes (the “Class M Notes” and, together with the Class A Notes, the “Notes”) and certain trust certificates (the “Certificates” and, together with the Notes, the “Securities”).

ADMINISTRATION AND SERVICING AGREEMENT dated as of October 1, 2004 between ACCREDITED MORTGAGE LOAN REIT TRUST and ACCREDITED HOME LENDERS, INC.
Administration and Servicing Agreement • March 31st, 2005 • Accredited Mortgage Loan REIT Trust • California

ADMINISTRATION AND SERVICING AGREEMENT dated as of October 1, 2004 (the “Agreement”), between ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, (“REIT”) and ACCREDITED HOME LENDERS, INC., a California corporation, as the Administrator (in such capacity, the “Administrator”) and as the Servicer (in such capacity, the “Servicer”).

OFFICER'S CERTIFICATE (Section 5.09 of the Sale and Servicing Agreement)
Sale and Servicing Agreement • March 29th, 2006 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts
AMENDMENT NO. 1 TO THE SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • October 27th, 2006 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

Amendment No. 1, dated as of October 26, 2006 (the “Amendment”), to the Sale and Servicing Agreement (the “Agreement”) dated as of March 1, 2006, by and among ACCREDITED HOME LENDERS, INC., a California corporation, as sponsor and as servicer (the “Sponsor” or the “Servicer,” as applicable), ACCREDITED MORTGAGE LOAN TRUST 2006-1, a Delaware statutory trust, as issuing entity (the “Issuing Entity”), ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, as depositor (the “Depositor”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as indenture trustee (the “Indenture Trustee”). Capitalized terms used and not defined herein shall have the meaning set forth in the Agreement.

MORTGAGE LOAN PURCHASE AGREEMENT DATED AS OF [ ]
Mortgage Loan Purchase Agreement • July 19th, 2007 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

WHEREAS, the Seller owns the Mortgage Loans indicated on the Mortgage Loan Schedule attached as Exhibit 1 hereto (the “Mortgage Loans”), including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise, and (b) the proceeds of any insurance policies covering the Mortgage Loans;

SALE AND SERVICING AGREEMENT dated as of , 20 by and among ACCREDITED MORTGAGE LOAN REIT TRUST, as Seller, ACCREDITED HOME LENDERS, INC., as Sponsor and Servicer, ACCREDITED MORTGAGE LOAN TRUST 200 - , as Issuer, and as Indenture Trustee
Sale and Servicing Agreement • April 28th, 2005 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

SALE AND SERVICING AGREEMENT, dated as of , 20 (this “Agreement”), by and among ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, as seller (the “Seller”), ACCREDITED HOME LENDERS, INC., a California corporation, as sponsor (the “Sponsor”), ACCREDITED MORTGAGE LOAN TRUST 200 - , a Delaware statutory trust, as issuer (the “Trust”), ACCREDITED HOME LENDERS, INC., a California corporation, as servicer (the “Servicer”), and , a national banking association, as indenture trustee (the “Indenture Trustee”).

ACCREDITED ACCEPTANCE CORP.] Depositor, [ACCREDITED HOME LENDERS, INC.] Servicer and Sponsor, and Trustee POOLING AND SERVICING AGREEMENT Dated as of [ ], 20[ ]
Pooling and Servicing Agreement • July 19th, 2007 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.

LOAN AGREEMENT Dated March 30, 2007 by and among ACCREDITED HOME LENDERS, INC., as Borrower, ACCREDITED MORTGAGE LOAN REIT TRUST, as Borrower, ACCREDITED HOME LENDERS HOLDING CO. as a Guarantor, LENDING ENTITIES parties hereto as Lenders, FARALLON...
Loan Agreement • April 5th, 2007 • Accredited Mortgage Loan REIT Trust • Real estate investment trusts • New York

This LOAN AGREEMENT dated as of March 30, 2007 (as amended, supplemented or modified from time to time, this “Agreement”) is entered into by and among ACCREDITED HOME LENDERS, INC., a California corporation (“AHL”), and ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust (the “REIT”; together with AHL, each individually a “Borrower” and collectively, the “Borrowers”), ACCREDITED HOME LENDERS HOLDING CO., a Delaware corporation (“Holdings”), each of the lending entities that from time to time is a party hereto (each individually a “Lender” and collectively, the “Lenders”), FARALLON CAPITAL MANAGEMENT, L.L.C., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, the “Administrative Agent”), and FARALLON CAPITAL MANAGEMENT, L.L.C., as collateral agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, the “Collateral Agent”).

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