ACCREDITED HOME LENDERS, INC., ACCREDITED MORTGAGE LOAN REIT TRUST, GOLDMAN, SACHS & CO., BEAR, STEARNS & CO. INC., CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND UBS SECURITIES LLC UNDERWRITING AGREEMENT...

Exhibit 1.1

EXECUTION COPY

ACCREDITED HOME LENDERS, INC.,

ACCREDITED MORTGAGE LOAN REIT TRUST,

XXXXXXX, XXXXX & CO.,

BEAR, XXXXXXX & CO. INC.,

CREDIT SUISSE SECURITIES (USA) LLC,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

AND

UBS SECURITIES LLC

UNDERWRITING AGREEMENT

FOR

ACCREDITED MORTGAGE LOAN TRUST 2006-2

MORTGAGE-BACKED NOTES

CLASS A-1 VARIABLE RATE NOTES

CLASS A-2 VARIABLE RATE NOTES

CLASS A-3 VARIABLE RATE NOTES

CLASS A-4 VARIABLE RATE NOTES

CLASS M-1 VARIABLE RATE NOTES

CLASS M-2 VARIABLE RATE NOTES

CLASS M-3 VARIABLE RATE NOTES

CLASS M-4 VARIABLE RATE NOTES

CLASS M-5 VARIABLE RATE NOTES

CLASS M-6 VARIABLE RATE NOTES

CLASS M-7 VARIABLE RATE NOTES

CLASS M-8 VARIABLE RATE NOTES

CLASS M-9 VARIABLE RATE NOTES

June 9, 2006

Accredited Home Lenders, Inc.

00000 Xxxxxx xx Xxxxxxx

Xxx Xxxxx, Xxxxxxxxxx 00000

Xxxxxxx, Sachs & Co.

00 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Bear, Xxxxxxx & Co. Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue, 5^th Floor

New York, New York 10010-3629

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.

4 World Financial Center, 10th Floor

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

UBS Securities LLC.

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Accredited Home Lenders, Inc. (the “Sponsor”) has entered into a Trust Agreement, dated as of June 2, 2006, as amended and restated by the Amended and Restated Trust Agreement, dated as of June 29, 2006 (collectively, the “Trust Agreement”) with U.S. Bank Trust National Association (the “Owner Trustee”) creating Accredited Mortgage Loan Trust 2006-2 (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”).

Only the Notes are being purchased by Xxxxxxx, Xxxxx & Co., Bear, Xxxxxxx & Co. Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC (collectively, the “Underwriters”) in the respective amounts set forth on Schedule A hereto.

Each class of Notes will be secured by the assets of the Trust consisting of a pool of subprime, fixed and adjustable rate, first and second lien residential mortgage loans (the “Mortgage Loans”) conveyed to the Trust by the Sponsor pursuant to a sale and servicing agreement dated as of June 1, 2006 (the “Sale and Servicing Agreement”) among the Trust, the Sponsor, as Sponsor and in its capacity as servicer (the “Servicer”), Accredited Mortgage Loan REIT Trust, as depositor (the “Depositor”) and Deutsche Bank National Trust Company, in its capacity as indenture trustee (the “Indenture Trustee”). The assets of the Trust will also include certain rights under the interest rate swap agreement, to be dated June 29, 2006 (the “Swap Agreement”), between the Trust and Barclays Bank PLC (the “Swap Provider”).

The Notes will be issued pursuant to an indenture to be dated as of June 1, 2006 (the “Indenture”) between the Trust, as issuer and the Indenture Trustee. The Certificates will evidence the ownership interest in the Trust. The aggregate principal balance of the Notes will be equal to $1,397,200,000, which represents approximately 99.80% of the sum of (i) the outstanding principal balances of the Closing Date Mortgage Loans as of the close of business on related Initial Cut-Off Date after giving effect to scheduled payments due on or prior to June 1, 2006 (the “Cut-Off Date”) and (ii) any amounts on deposit in the Pre-Funding Account on the Closing Date.

All capitalized terms used but not otherwise defined herein have the respective meanings set forth in the form Sale and Servicing Agreement, heretofore delivered to the Underwriters.

1. Representations and Warranties of the Sponsor. The Sponsor represents and warrants to, and covenants with, the Underwriters that:

A. The Sponsor and the Depositor have filed with the Securities and Exchange Commission (the “Commission”), a registration statement (Nos. 333-129972 and 000-000000-00, respectively) on Form S-3 for the registration under the Securities Act of 1933, as amended (the “Act”), in conformity with the rules and regulations (the “Rules and Regulations”) of the Commission, of Asset Backed Notes (issuable in series), which registration statement, as amended at the date hereof, has become effective. Such registration statement, as amended to the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(vii) under the Act and complies in all other material respects with such Rule. As used in this Underwriting Agreement, “Effective Time” means the date and the time as of which the latter of (i) such Registration Statement, or the most recent post effective amendment thereto, if any, was declared effective by the Commission or (ii) the document most recently filed with the Commission was incorporated into such Registration Statement; “Effective Date” means the date of the Effective Time; “Registration Statement” means such registration statement, at the Effective Time, including any documents incorporated by reference therein at such time; and “Prospectus” means the final prospectus, as first supplemented by a prospectus supplement dated June 16, 2006 (the “Prospectus Supplement”) relating to the Offered Notes, as first filed with the Commission pursuant to paragraph (1) or (4) or (5) of Rule 424(b) of the Rules and Regulations; and “Pricing Free Writing Prospectus” means the free writing prospectus relating to the Offered Notes dated June 8, 2006 that has been filed with the Commission pursuant to Rule 433 of the Rules and Regulations. Reference made herein to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Prospectus and any reference to any amendment or

supplement to the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the Prospectus and incorporated by reference in the Prospectus; and any reference to any amendment to the Registration Statement shall be deemed to include any report filed with the Commission with respect to the Trust pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. There are no contracts or documents of the Sponsor which are required to be filed as exhibits to the Registration Statement pursuant to the Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use by the Sponsor of the Registration Statement on Form S-3 under the Act have been satisfied.

B. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective, are used or are filed with the Commission, as the case may be, conform in all respects to the requirements of the Securities Act and the Rules and Regulations. The Pricing Free Writing Prospectus as of the date hereof conforms in all respect to the requirements of the Securities Act and the Rules and Regulations. The Registration Statement, as of the Effective Date thereof and as of the date of any amendment thereto, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Issuer Free Writing Prospectus, as of its date, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Pricing Free Writing Prospectus (including any information provided by the Sponsor as contemplated by Item 1105 of Regulation AB relating to securitized pools (“Static Pool Data”) referred to therein), as of its date and as of the date of each Contract of Sale, and the Prospectus (including any Static Pool Data referred to therein), as of its date and as amended or supplemented as of the Closing Date, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) the information specified in Section 10 hereof and (ii) any Derived Information (as defined in Section 9(G) below).

C. The Sponsor is duly organized, validly existing and in good standing under the laws of the State of California, has full power and authority (corporate and other) to own its properties and conduct its business as now conducted by it, and as described in the Prospectus, and is duly qualified to do business in each jurisdiction in which it owns or leases real property (to the extent such qualification is required by applicable law) or in which the conduct of its business requires such qualification except where the failure to be so qualified does not involve a material risk to, or a material adverse effect on, the business, properties, financial position, operations or results of operations of the Sponsor.

D. The Depositor is duly organized, validly existing and in good standing under the laws of the State of Maryland, has full power and authority (trust and other) to own its properties and conduct its business as now conducted by it, and as described in the Prospectus, and is duly qualified to do business in each jurisdiction in which it owns or leases real property (to the extent

such qualification is required by applicable law) or in which the conduct of its business requires such qualification except where the failure to be so qualified does not involve a material risk to, or a material adverse effect on, the business, properties, financial position, operations or results of operations of the Sponsor.

E. Except as disclosed in the Pricing Free Writing Prospectus and the Prospectus, there are no actions, proceedings or investigations pending, or, to the knowledge of the Sponsor, threatened, before any court, governmental agency or body or other tribunal (i) asserting the invalidity of this Agreement, the Notes, the Trust Agreement, the Indenture or the Sale and Servicing Agreement, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement, the Indenture or the Sale and Servicing Agreement, (iii) which may, individually or in the aggregate, materially and adversely affect the performance by the Sponsor of its obligations under, or the validity or enforceability of, this Agreement, the Notes, the Trust Agreement or the Sale and Servicing Agreement or by the Depositor of its obligations under the Sale and Servicing Agreement or (iv) which may affect adversely the federal income tax attributes of the Notes as described in the Prospectus and the Pricing Free Writing Prospectus.

F. The execution and delivery by the Sponsor of this Agreement, the Trust Agreement and the Sale and Servicing Agreement, the issuance of the Securities and the consummation of the transactions contemplated by this Agreement, the Trust Agreement, and the Sale and Servicing Agreement are within the corporate power of the Sponsor and have been, or will be, prior to the Closing Date duly authorized by all necessary corporate action on the part of the Sponsor and the execution and delivery of such instruments, the consummation of the transactions therein contemplated and compliance with the provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute or any agreement or instrument to which the Sponsor or any of its affiliates is a party or by which it or any of them is bound or to which any of the property of the Sponsor or any of its affiliates is subject, the Sponsor’s charter or bylaws, or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Sponsor, any of its affiliates or any of its or their properties; and no consent, approval, authorization or order of, or filing with, any court or governmental agency or body or other tribunal is required for the consummation of the transactions contemplated by this Agreement, the Prospectus or the Pricing Free Writing Prospectus in connection with the issuance and sale of the Securities by the Sponsor except pursuant to the Act. Neither the Sponsor nor any of its affiliates is a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Sponsor or any of its affiliates, which materially and adversely affects, or may in the future materially and adversely affect, (i) the ability of the Sponsor to perform its obligations under the Trust Agreement, the Sale and Servicing Agreement and this Agreement or (ii) the business, operations, results of operations, financial position, income, properties or assets of the Sponsor, taken as a whole.

G. The execution and delivery by the Depositor of this Agreement, the Sale and Servicing Agreement and the transfer and delivery of the Closing Date Mortgage Loans and amounts on deposit in the Pre-funding Account to the Trust by the Depositor are within the trust

power of the Depositor and have been, or will be, prior to the Closing Date duly authorized by all necessary trust action on the part of the Depositor and the execution and delivery of such instruments, the consummation of the transactions therein contemplated and compliance with the provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute or any agreement or instrument to which the Depositor or any of its affiliates is a party or by which it or any of them is bound or to which any of the property of the Depositor or any of its affiliates is subject, the Depositor’s declaration of trust or bylaws, or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor, any of its affiliates or any of its or their properties; and no consent, approval, authorization or order of, or filing with, any court or governmental agency or body or other tribunal is required for the consummation of the transactions contemplated by this Agreement, the Prospectus or the Pricing Free Writing Prospectus in connection with the issuance and sale of the Securities by the Depositor except pursuant to the Act. Neither the Depositor nor any of its affiliates is a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its affiliates, which materially and adversely affects, or may in the future materially and adversely affect, (i) the ability of the Depositor to perform its obligations under this agreement and the Sale and Servicing Agreement or (ii) the business, operations, results of operations, financial position, income, properties or assets of the Depositor, taken as a whole.

H. This Agreement has been duly executed and delivered by the Sponsor, and on or prior to the Closing Date, the Trust Agreement and the Sale and Servicing Agreement will be duly executed and delivered by the Sponsor, and each constitutes and/or will constitute, as applicable, the legal, valid and binding obligation of the Sponsor enforceable in accordance with their respective terms, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding at law or in equity.

I. This Agreement has been duly executed and delivered by the Depositor, and on or prior to the Closing Date, the Sale and Servicing Agreement will be duly executed and delivered by the Depositor, and will constitute the legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding at law or in equity.

J. The Notes will conform in all material respects to the description thereof to be contained in the Prospectus and the Pricing Free Writing Prospectus and will be duly and validly authorized and, when duly and validly executed, authenticated, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will be validly issued and outstanding and entitled to the benefits of the Indenture.

K. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance of the

Securities and the sale of the Notes to the Underwriters, or for the consummation by the Sponsor, of the other transactions contemplated by this Agreement, the Trust Agreement, the Indenture and the Sale and Servicing Agreement or by the Depositor of the other transactions contemplated by this Agreement and the Sale and Servicing Agreement, other than those that have been obtained.

L. On the Closing Date, the Mortgage Loans will conform in all material respects to the description thereof contained in the Prospectus and the Pricing Free Writing Prospectus and the representations and warranties contained in this Agreement will be true and correct in all material respects. The representations and warranties set out in the Sale and Servicing Agreement are hereby made to the Underwriters as though set out herein, and at the dates specified in the Sale and Servicing Agreement such representations and warranties were true and correct in all material respects.

M. On the Closing Date, (x) the Depositor will have good title to the Mortgage Loans free of any liens, (y) the Owner Trustee on behalf of the Trust will have acquired ownership of the Depositor’s right, title and interest in the Mortgage Loans and (z) the Underwriters will have good title to the Notes free of any liens.

N. The Sponsor possesses all material licenses, certificates, permits or other authorizations issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it and as described in the Prospectus and the Pricing Free Writing Prospectus and there are no proceedings, pending or, to the best knowledge of the Sponsor, threatened, relating to the revocation or modification of any such license, certificate, permit or other authorization which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the business, operations, results of operations, financial position, income, property or assets of the Sponsor taken as a whole.

O. The Depositor possesses all material licenses, certificates, permits or other authorizations issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it and as described in the Pricing Free Writing Prospectus and the Prospectus Supplement and there are no proceedings, pending or, to the best knowledge of the Depositor, threatened, relating to the revocation or modification of any such license, certificate, permit or other authorization which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the business, operations, results of operations, financial position, income, property or assets of the Depositor taken as a whole.

P. Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement, the Trust Agreement and the Sale and Servicing Agreement or the execution and issuance of the Securities have been or will be paid on or prior to the Closing Date.

Q. There has not been any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Sponsor or its subsidiaries, taken as a whole, from December 31, 2005, to the date hereof.

R. There has not been any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Depositor or its subsidiaries, taken as a whole, from the date of formation of the Depositor, to the date hereof.

S. This Agreement, the Trust Agreement, the Indenture and the Sale and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus and the Pricing Free Writing Prospectus.

T. The Sponsor is not aware of (i) any request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (iii) any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

U. Each assignment of Mortgages required to be prepared pursuant to the Sale and Servicing Agreement is based on forms recently utilized by the Sponsor and its affiliates with respect to mortgaged properties located in the appropriate jurisdiction and used in the regular course of the business of the Sponsor and its affiliates. Upon execution each such assignment will be in recordable form and will be sufficient to effect the assignment of the Mortgage to which it relates as provided in the Sale and Servicing Agreement.

V. The Sponsor is eligible to use the Registration Statement.

W. None of the Sponsor, the Depositor or the Trust is, or will be after the offering of the Notes and the application of proceeds therefrom, an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations of the Commission thereunder.

X. On the Closing Date, the Notes shall have been rated as set forth on Schedule B hereto.

Y. The Sponsor is not in violation of its articles of incorporation or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Sponsor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Sponsor or which might materially and adversely affect the properties or assets, taken as a whole, of the Sponsor.

Z. The Depositor is not in violation of its declaration of trust or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to

which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor.

AA. Deloitte & Touche LLP are independent public accountants with respect to the Sponsor as required by the Act and the Rules and Regulations.

BB. As of the date hereof, the Sponsor hereby represents and warrants that it is not an “ineligible issuer” as defined in Rule 405 of the Rules and Regulations.

CC. The initial effective date of the Registration Statement was within 3 years of the Closing Date. If the third anniversary of the initial effective date occurs during the time the Underwriters are offering securities which have not been sold since the Closing Date, the Sponsor will take such action as may be necessary or appropriate to permit the public offering and sale of the securities as contemplated hereunder.

Any certificate signed by any officer of the Sponsor and delivered to the Underwriters in connection with the sale of the Notes hereunder shall be deemed a representation and warranty as to the matters covered thereby by the Sponsor to each person to whom the representations and warranties in this Section 1 are made.

2. Agreements of the Underwriters. The Underwriters agree with the Sponsor and the Depositor that upon the execution of this Agreement and authorization by the Underwriters of the release of the Notes, the Underwriters shall offer the Notes for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented.

3. Purchase, Sale and Delivery of the Notes. The Depositor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Depositor to the Trust pursuant to the Sale and Servicing Agreement. The Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers.

The Notes to be purchased by each Underwriter will be delivered by the Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the Depositor, as directed by the Sponsor.

Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 1301 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m. (E.S.T.), on June 29, 2006 or at such other time thereafter as the Underwriters and the Depositor determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC.

The Depositor agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

4. Covenants of the Sponsor. The Sponsor covenants and agrees with each of the Underwriters that:

A. The Sponsor will promptly advise each of the Underwriters and its counsel (i) when any amendment to the Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Sponsor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Sponsor will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Notes unless the Sponsor has furnished each of the Underwriters and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which any Underwriter reasonably objects. The Sponsor will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof.

B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Sponsor will promptly prepare and file with the Commission, subject to Paragraph A of this Section 4, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible.

C. The Sponsor will furnish to each of the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Sponsor will pay the expenses of printing (or otherwise reproducing) all offering documents relating to the offering of the Notes.

D. As soon as practicable, but not later than sixteen months after the date hereof, the Sponsor will cause the Trust to make generally available to Noteholders an earning statement of

the Trust covering a period of at least 12 months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Sponsor, will satisfy the requirements of Rule 158 under the Act.

E. During a period of thirty calendar days from the date as of which this Agreement is executed, neither the Sponsor nor any affiliate of the Sponsor will, without the Underwriters’ prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell investment grade mortgage loan asset-backed securities backed by mortgage loans within the meaning of the Commission proposed Rule 229.1100, except pursuant to this Agreement.

F. So long as any of the Notes are outstanding, the Sponsor will cause to be delivered to the Underwriters (i) all documents required to be distributed to Noteholders and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available.

G. The Sponsor, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the reasonable fees and disbursements of its counsel incurred in connection with (i) the issuance and delivery of the Notes, (ii) preparation, printing, reproducing and delivery of all documents specified in this Agreement, (iii) any fees and expenses of the Owner Trustee, the Indenture Trustee and any other credit support provider (including legal fees), accounting fees and disbursements, (iv) any fees charged by investment rating agencies for rating and/or monitoring the Notes and (v) the reasonable fees and disbursements of counsel to the Swap Provider.

H. The Sponsor agrees that, so long as the Sponsor shall be acting as the Servicer, it will deliver or cause to be delivered to each of the Underwriters (i) the assessment of compliance with the servicing criteria set forth in Section 1122(d) of Regulation AB delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement, (ii) the annual statement of a firm of independent public accountants attesting to the assessment of compliance with the servicing criteria called for in (i) above furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement as soon as such statement is furnished to the Sponsor and (iii) any information required to be delivered by the Sponsor or the Servicer to the Indenture Trustee in order for the Indenture Trustee to prepare the report required pursuant to Section 7.03 of the form of Indenture heretofore delivered to each of the Underwriters.

I. The Sponsor will enter into the Trust Agreement, the Sale and Servicing Agreement and all related agreements to which it is intended to be a party on or prior to the Closing Date. The Depositor will enter into the Sale and Servicing Agreement and all related agreements to which it is intended to be a party on or prior to the Closing Date.

J. The Sponsor will endeavor to qualify the Notes for sale to the extent necessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, if any, and will pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Notes for investment under the laws of such jurisdictions as the Underwriters may reasonably designate, if any.

K. To file with the Commission, in accordance with the Rules and Regulations, tabular information concerning the Mortgage Loans to the extent that the information set forth in the Prospectus relates to a statistical cut-off date pool of mortgage loans and also to file with the Commission, in accordance with the Rules and Regulations, all ABS Informational and Computational Materials and Issuer Free Writing Prospectuses (as each defined in Section 5 hereof) within the applicable time periods allotted for such filing pursuant to the Rules and Regulations.

L. In connection with any ABS Informational and Computational Materials and Issuer Free Writing Prospectuses, to receive a letter from Deloitte & Touche LLP certified public accountants, satisfactory in form and substance to the Sponsor, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Sponsor, as a result of which they have determined that the information included in the ABS Informational and Computational Materials and Issuer Free Writing Prospectuses (if any), is accurate except as to such matters that are not deemed by the Sponsor to be material. The foregoing letter shall be obtained at the expense of the Sponsor.

M. The Sponsor shall not be required to file (1) any Issuer Free Writing Prospectus, if the information included therein is included or incorporated by reference in a prospectus or Issuer Free Writing Prospectus previously filed with the Commission that relates to the offering of the Notes or (2) any Issuer Free Writing Prospectus or portion thereof that contains a description of the Notes or the offering of the Notes which does not reflect the final terms thereof.

N. In connection with the Pricing Free Writing Prospectus, to have received, and the Prospectus, to receive, a letter from Deloitte & Touche LLP certified public accountants, satisfactory in form and substance to the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Underwriters, as a result of which they have determined that the information included in the Pricing Free Writing Prospectus and the Prospectus, is accurate except as to such matters that are not deemed by the Underwriter to be material. The foregoing letter shall be obtained at the expense of the Underwriters.

5. Investor Information. Each Underwriter represents and agrees with the Sponsor that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any Contract of Sale, the Underwriter has conveyed the Pricing Free Writing Prospectus to each prospective investor. Each Underwriter shall keep sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the related Contract of Sale and shall maintain such records as required by the Rules and Regulations. An Underwriter may prepare and have provided, and with respect to (ii) below, the Sponsor may prepare and have provided, to prospective investors in connection with its offering of the Notes (i) “ABS informational and computational materials” as defined in Item 1101(a) of Regulation

AB promulgated by the Commission, which may include both an Issuer Free Writing Prospectus and Derived Information, (collectively, “ABS Informational and Computational Materials”), (ii) any “free writing prospectus” within the meaning of Rule 405 under the Securities Act that describes the Notes and/or the Mortgage Loans and contains information described in the definition of “ABS informational and computational materials in Item 1101(a) of Regulation AB but which does not include information described in paragraph (5) of such definition and does not include Derived Information (each, an “Issuer Free Writing Prospectus”) or (iii) any “free writing prospectus” within the meaning of Rule 405 under the Securities Act that includes only the information described in paragraph (5) of the definition of “ABS informational and computational materials” in Item 1101(a) of Regulation AB (each, an “Underwriter Free Writing Prospectus”), subject to the following conditions:

A. An Underwriter may furnish ABS Informational and Computational Materials or an Issuer Free Writing Prospectus to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that (x) such Underwriter shall not enter into a Contract of Sale with such investor unless the Underwriter has delivered the Pricing Free Writing Prospectus to such potential investor not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and (y) such Underwriter shall deliver a copy of the proposed ABS Informational and Computational Materials or Issuer Free Writing Prospectus, not otherwise provided by the Sponsor, to the Sponsor and its counsel at least 24 hours prior to the anticipated first use.

Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, an Underwriter shall not convey any written communication to any person in connection with the initial offering of the Notes, unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (3) is an Issuer Free Writing Prospectus, an Underwriter Free Writing Prospectus or ABS Informational and Computational Materials.

If an Underwriter does not furnish ABS Informational and Computational Materials or an Issuer Free Writing Prospectus to the Sponsor’s counsel prior to the scheduled print date of the Prospectus Supplement, such Underwriter will be deemed to have represented that it did not convey any ABS Informational and Computational Materials or Issuer Free Writing Prospectus to any potential investor.

B. An Underwriter may furnish an Underwriter Free Writing Prospectus to (x) a potential investor not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to entering into a Contract of Sale with such investor; provided, however, that such Underwriter shall not enter into a Contract of Sale with such investor unless such Underwriter has delivered the Pricing Free Writing Prospectus to such potential investor not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract

of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing Prospectus.

C. The Underwriters shall provide to the Sponsor any ABS Informational and Computational Materials, not otherwise provided by the Sponsor, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, with a letter, reasonably acceptable to the Underwriters and the Sponsor, from Deloitte & Touche LLP with regard to such ABS Informational and Computational Materials, no later than the two Business Days following the date such ABS Informational and Computational Materials are conveyed. The Underwriters may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed. The materials so furnished shall be furnished to the Sponsor in hard copy and on computer disk.

D. In the event that any Underwriter or the Sponsor becomes aware that, as of the time of the Contract of Sale, any Free Writing Prospectus delivered to a purchaser of a Security contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), such Underwriter or the Sponsor, as applicable, shall notify the other parties to this Agreement thereof within one business day after discovery. If any Underwriter shall incur any costs in connection with the reformation or termination of the Contract of Sale, the Sponsor agrees to reimburse such Underwriter for such costs promptly. Each Underwriter agrees to use reasonable efforts to mitigate such costs.

(1) If such Defective Free Writing Prospectus is an Issuer Free Writing Prospectus, the Sponsor shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);

(2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing Prospectus;

(3) The Underwriters shall notify such purchaser in a prominent fashion that the prior agreement to purchase Notes has been terminated, and of such purchaser’s rights as a result of termination of such agreement; and

(4) The Underwriters shall provide such purchaser with an opportunity to affirmatively agree to purchase such Notes on the terms described in the Corrected Free Writing Prospectus.

E. All Issuer Free Writing Prospectuses and Underwriter Free Writing Prospectuses shall contain legends similar to the following legends in all material respects and may contain additional legends as permitted by law:

1. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 0-000-000-0000.

2. This free writing prospectus is not required to contain all information that is required to be included in the base prospectus and the prospectus supplement.

3. The information in this free writing prospectus is preliminary and is subject to completion or change.

4. The information in this free writing prospectus, if conveyed prior to the time of your commitment to purchase, supersedes information contained in any prior similar free writing prospectus relating to these securities.

5. This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

All Underwriter Free Writing Prospectuses, in addition to those specified in clauses (1) through (5) above, contain legends similar to the following legends in all material respects and may contain additional legends as permitted by law:

6. Neither the issuer of the securities nor any of its affiliates prepared, provided, approved or verified any statistical or numerical information presented in this free writing prospectus, although that information may be based in part on loan level data provided by the issuer or its affiliates.

7. The information in this free writing prospectus may be based on preliminary assumptions about the pool assets and the structure. Any such assumptions are subject to change.

8. The information in this free writing prospectus may reflect parameters, metrics or scenarios specifically requested by you. If so, prior to the time of your commitment to purchase, you should request updated information based on any parameters, metrics or scenarios specifically required by you.

F. The Underwriters furnishing such ABS Informational and Computational Materials represent to the Sponsor and the Depositor that the Derived Information included in the ABS Informational and Computational Materials of such Underwriter does not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, do not omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made (x) with respect to any untrue statements or omissions that are (A) the result of untrue statements or omissions in the Sponsor-Provided Information (as defined in Section 9(G)) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus or (y) that the Pricing Free Writing Prospectus or Prospectus (exclusive of such ABS Informational and Computational Materials) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. No Underwriter has delivered any ABS Informational or Computational Materials or Underwriter Free Writing Prospectuses incorporating Derived Information simultaneously with the Pricing Free Writing Prospectus.

6. Conditions of the Underwriters’ Obligation. The obligation of the Underwriters to purchase and pay for the Notes as provided herein shall be subject to the accuracy as of the date hereof and the Closing Date (as if made at the Closing Date) of the representations and warranties of the Sponsor contained herein (including those representations and warranties set forth in the Sale and Servicing Agreement and incorporated herein), to the accuracy of the statements of the Sponsor made in any certificate or other document delivered pursuant to the provisions hereof, to the performance by each of the Sponsor and the Depositor of its obligations hereunder, and to the following additional conditions:

A. The Registration Statement shall have become effective no later than the date hereof, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened, and the Prospectus shall have been filed pursuant to Rule 424(b).

B. The Underwriters shall have received the Trust Agreement, the Sale and Servicing Agreement, the Indenture, the Swap Agreement and the Notes in form and substance satisfactory to the Underwriters, duly executed by all signatories required pursuant to the respective terms thereof.

C.1. The Underwriters shall have received the favorable opinion of the Senior Secondary Markets Counsel to the Sponsor and the Depositor, with respect to the following items, dated the Closing Date, to the effect that:

(a) The Sponsor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, and is qualified to do business in each state necessary to enable it to perform its obligations as Servicer

under the Sale and Servicing Agreement. The Sponsor has the requisite power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the conditions of, this Agreement, the Trust Agreement and the Sale and Servicing Agreement.

(b) This Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly and validly authorized, executed and delivered by the Sponsor, all requisite corporate action having been taken with respect thereto.

(c) None of the issuance of the Securities or sale of the Notes, the transfer of the Mortgage Loans to the Trust, the execution, delivery or performance by the Sponsor of the Trust Agreement, the Sale and Servicing Agreement and this Agreement or the consummation of the transactions contemplated herein or therein (A) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default under, (i) any term or provision of the articles of incorporation or bylaws of the Sponsor; (ii) any term or provision of any material agreement, contract, instrument or indenture, to which the Sponsor is a party or by which the Sponsor is bound; or (iii) any order, judgment, writ, injunction or decree of any court or governmental agency or body or other tribunal having jurisdiction over the Sponsor; or (B) results in, or will result in the creation or imposition of any lien, charge or encumbrance upon the Trust or upon the Notes, except as otherwise contemplated by the Indenture and the Sale and Servicing Agreement.

(d) [Reserved]

(e) [Reserved].

(f) [Reserved].

(g) [Reserved].

(h) [Reserved].

(i) To the best of the knowledge of such counsel, following due inquiry made of the appropriate officers of the Sponsor, there are no actions, proceedings or investigations pending, or, to such counsel’s knowledge, threatened against the Sponsor before any court, governmental agency or body or other tribunal (i) asserting the invalidity of the Trust Agreement, the Sale and Servicing Agreement, this Agreement or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Trust Agreement, the Sale and Servicing Agreement or this Agreement or (iii) except as disclosed in the Pricing Free Writing Prospectus and the Prospectus Supplement, which would materially and adversely affect the performance by the Sponsor of obligations under, or the validity or enforceability of, the Trust Agreement, the Sale and Servicing Agreement, the Notes or this Agreement.

(j) [Reserved].

2. The Underwriters shall have received the favorable opinion of Xxxxx Xxxxxxxxxx LLP, special counsel to the Sponsor and the Depositor, dated the Closing Date, to the effect that:

(a) The Notes, assuming due execution and authentication by the Trustee, and delivery and payment therefor pursuant to this Agreement are validly issued and outstanding and are entitled to the benefits of the Indenture.

(b) No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Sponsor of the Trust Agreement, the Sale and Servicing Agreement, this Agreement, the execution, delivery and performance by the Depositor of the Sale and Servicing Agreement or the offer, issue, sale or delivery of the Notes or the consummation of any other transaction contemplated thereby by the Sponsor or the Depositor, except such which have been obtained.

(c) None of the issuance of the Securities or sale of the Notes, the transfer of the Mortgage Loans to the Trust, the execution, delivery or performance by the Sponsor of the Trust Agreement, the Sale and Servicing Agreement, this Agreement, or the execution, delivery or performance by the Depositor of the Sale and Servicing Agreement, will (i) conflict with or result in a breach of, or constitute a default under any law, rule or regulation of the State of New York or the federal government, or (ii) to such counsel’s knowledge, without independent investigation, results in, or will result in, the creation or imposition of any lien, charge or encumbrance upon the Trust or upon the Notes, except as otherwise contemplated by the Indenture or the Sale and Servicing Agreement.

(d) None of the issuance of the Securities or sale of the Notes, the transfer of the Mortgage Loans to the Trust, the execution, delivery or performance by the Depositor of the Sale and Servicing Agreement or the consummation of the transactions contemplated herein or therein conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default under, (i) any term or provision of the declaration of trust or bylaws of the Depositor; (ii) any term or provision of any material agreement, contract, instrument or indenture, to which the Depositor is a party or by which the Depositor is bound; or (iii) any order, judgment, writ, injunction or decree of any court or governmental agency or body or other tribunal having jurisdiction over the Depositor;

(e) The Depositor has been duly organized and is validly existing as real estate investment trust in good standing under the laws of the State of Maryland. The Depositor has the requisite power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the conditions of, the Sale and Servicing Agreement. The Sale and Servicing Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite trust action having been taken with respect thereto, and constitutes the valid, legal and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms.

(f) The Registration Statement has become effective under the Act, such counsel does not know of any objection to the use of Form S-3 with respect to the Registration Statement was made by the Commission prior to the time it became effective and, to the best of such counsel’s knowledge following due inquiry, no stop order has been issued and no proceedings therefor initiated or threatened and the Registration Statement, the Basic Prospectus and the Prospectus Supplement (other than the financial and statistical data included therein, as to which such counsel need express no opinion), as of the date on which the Registration Statement was declared effective and as of the date hereof, complied and comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder, and such counsel does not know of any amendment to the Registration Statement required to be filed, or of any contracts, indentures or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Basic Prospectus or the Prospectus Supplement which has not been filed or described as required.

(g) The Sale and Servicing Agreement and the Trust Agreement conform in all material respects to the descriptions thereof contained in the Prospectus Supplement and are not required to be qualified under the Trust Indenture Act of 1939, as amended. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(h) Each of this Agreement, the Trust Agreement and the Sale and Servicing Agreement constitutes the valid, legal and binding agreement of the Sponsor enforceable against the Sponsor in accordance with its respective terms.

(i) The Trust is not, and will not be, upon the offering of the Notes and the application of proceeds therefrom as described in the Prospectus, an “investment company” or under the control of an investment company as such terms are defined in the 1940 Act, as amended, and the Trust is not required to be registered under the 1940 Act, as amended.

(j) The statements in the Basic Prospectus set forth under the captions “DESCRIPTION OF THE NOTES AND THE TRUST CERTIFICATES” and “SERVICING OF THE LOANS” and the statements in the Pricing Free Writing Prospectus and the Prospectus Supplement set forth under the captions “DESCRIPTION OF THE NOTES AND THE TRUST CERTIFICATES” and “SERVICING OF THE MORTGAGE LOANS,” to the extent such statements purport to summarize certain provisions of the Notes or of the Indenture and the Sale and Servicing Agreement, are fair and accurate in all material respects.

(k) The statements in the Pricing Free Writing Prospectus and the Prospectus under the caption “ERISA CONSEQUENCES” and “LEGAL MATTERS,” to the extent that statements in such section constitute matters of federal, New York or California law or federal, New York or California legal conclusions with respect thereto, provide a fair and accurate summary of such law or conclusions.

(l) Except (i) as to any financial or statistical data contained in the Registration Statement, (ii) the statements set forth in the Basic Prospectus under the caption “CREDIT ENHANCEMENT,” and (iii) any Derived Information as to which no opinion or belief need be expressed, to the best of such counsel’s knowledge, the Registration Statement as of its effective date and on the Closing Date did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and to the best of such counsel’s knowledge, the Basic Prospectus, the Prospectus Supplement, each as of its date and on the Closing Date, and the Pricing Free Writing Prospectus as of its date and the date of the Contract of Sale did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in light of the circumstances under which such statements were made in order to make the statements therein not misleading.

(m) A court would hold that the conveyance by (A) the Sponsor to the Depositor and (B) the Depositor to the Indenture Trustee of all right, title and interest in the Mortgage Loans (except for its right, title and interest in the principal and interest due on such Mortgage Loans on or prior to the related Cut-off Date) constitutes a sale of the Mortgage Loans and not a borrowing by either the Sponsor or the Depositor secured by the pledge of the Mortgage Loans. A court would find that, following such conveyance, the Mortgage Loans and proceeds thereof (net of payments of principal and interest due on such Mortgage Loans as hereinbefore specified) are not property of the estate of either the Sponsor or the Depositor within the meaning of Section 541 of the Bankruptcy Code, and, further that neither the Trust’s nor the Indenture Trustee’s rights with respect to the Mortgage Loans and the proceeds thereof would subject the Sponsor or the Depositor to the automatic stay provisions of Section 362 of the Bankruptcy Code. Since the conveyance of the Mortgage Loans (net of payments of scheduled principal due and interest accrued as hereinbefore specified) constitutes a sale of said Mortgage Loans then the payments thereunder (net of payments of scheduled principal due on and interest accrued as hereinbefore specified) are not property of the estate of either the Sponsor or the Depositor and the distributions of such payments by the Indenture Trustee to the Noteholders are not preferential payments made by, for, or on behalf of either the Sponsor or the Depositor under the provisions of Section 547 of the Bankruptcy Code.

(n) If a court characterized the transfer of the Mortgage Loans to the Trust as a pledge of collateral rather than an absolute sale or assignment, with respect to the Mortgage Loans and other property included in the Trust on the date hereof, to the extent governed by the laws of the State of California, a valid security interest has been created in favor of the Trust, which security interest of the Trust will be perfected and will constitute a first perfected security interest, with respect to the Depositor’s right, title and interest in and to the Mortgage Notes, upon endorsement and delivery thereof to the Trust. With respect to the security interest of the Trust in the Mortgage Notes, Delaware law would govern.

(o) To the best of the knowledge of such counsel, the Commission has not issued any stop order suspending the effectiveness of the Registration Statement or any order directed to any prospectus relating to the Notes (including the Prospectus), and has not initiated or threatened any proceeding for that purpose.

(p) The Notes will be treated as indebtedness and the Trust will not be an association (or a publicly traded partnership) taxable as a corporation.

(q) The statements under the captions “SUMMARY OF PROSPECTUS—CERTAIN FEDERAL INCOME TAX CONSIDERATIONS” and “FEDERAL INCOME TAX CONSEQUENCES” in the Basic Prospectus and under the captions “SUMMARY OF TERMS—FEDERAL INCOME TAX STATUS” and “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in the Pricing Free Writing Prospectus and in the Prospectus Supplement as they relate to federal tax matters are true and correct in all material respects.

(r) To the best of the knowledge of such counsel, following due inquiry made of the appropriate officers of the Depositor, there are no actions, proceedings or investigations pending, or, to such counsel’s knowledge, threatened against the Depositor before any court, governmental agency or body or other tribunal (i) asserting the invalidity of the Trust Agreement, the Sale and Servicing Agreement, this Agreement or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Trust Agreement, the Sale and Servicing Agreement or this Agreement or (iii) except as disclosed in the Pricing Free Writing Prospectus and the Prospectus Supplement, which would materially and adversely affect the performance by the Depositor of obligations under, or the validity or enforceability of, the Trust Agreement, the Sale and Servicing Agreement, the Notes or this Agreement.

(s) The endorsement and delivery of each Mortgage Note, and the preparation and delivery of an Assignment in recordable form, with respect to each Mortgage, as and in the manner contemplated by the Sale and Servicing Agreement, is sufficient fully to transfer to the Indenture Trustee for the benefit of the Noteholders all right, title and interest of the Depositor in the Mortgage Note and Mortgage, as noteholder and mortgagee or assignee thereof, and will be sufficient to permit the Indenture Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor and to prevent any other sale, transfer, assignment, pledge or other encumbrance of the Mortgage Loans by the Depositor from being enforceable.

(t) No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under the laws of the State of California, for the execution, delivery and performance of the Trust Agreement, the Sale and Servicing Agreement, this Agreement or the offer, issuance, sale or delivery of the Notes or the consummation of any other transaction contemplated thereby by the Sponsor, except such which have been obtained.

(u) No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under the laws of the State of Maryland, for the execution, delivery and performance of the Sale

and Servicing Agreement or the offer, issuance, sale or delivery of the Notes or the consummation of any other transaction contemplated thereby by the Depositor, except such which have been obtained.

3. The Underwriters shall have received the favorable opinion of XxXxx Xxxxxx LLP, special counsel to the Underwriters, dated the Closing Date, to the effect that:

(a) The Notes, assuming due execution and authentication by the Indenture Trustee, and delivery and payment therefor pursuant to this Agreement, are validly issued and outstanding and are entitled to the benefits of the Indenture.

(b) No fact has come to such counsel’s attention which causes them to believe that the Pricing Free Writing Prospectus as of June 8, 2006 (i.e., the date of the Contract of Sale) and the Prospectus (other than the financial statement and other financial and statistical data contained therein and any Derived Information, as to which such counsel need express no opinion), as of the date thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

In rendering their opinions, the counsel described in Subsections 2 and 3 of Section 6C may rely, as to matters of fact, on certificates of responsible officers of the Sponsor, the Depositor, the Owner Trustee, the Indenture Trustee and public officials. Such opinions may also assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Sponsor and the Depositor.

D. The Underwriters shall have received a letter from Deloitte & Touche LLP, dated on or before the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect that they have performed certain specified procedures requested by the Underwriters with respect to the information set forth in the Prospectus and certain matters relating to the Sponsor.

E. The Notes shall have been rated as set forth on Schedule B hereto by Xxxxx’x Investors Service, Inc. and by Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and such ratings shall not have been rescinded. The Underwriters and their counsel shall have received copies of any opinions of counsel supplied to the rating organizations relating to any matters with respect to the Notes. Any such opinions shall be dated the Closing Date and addressed to the Underwriters or accompanied by reliance letters to the Underwriters or shall state that the Underwriters may rely upon them.

F. The Underwriters shall have received from the Sponsor a certificate, signed by the president, a senior vice president or a vice president of the Sponsor, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, the Pricing Free Writing Prospectus, the Trust Agreement, the Sale and Servicing Agreement and this Agreement and that, to the best of his or her knowledge based upon reasonable investigation:

1. the representations and warranties of the Sponsor in this Agreement, as of the Closing Date, and in the Sale and Servicing Agreement, the Trust Agreement and in all related agreements, as of the date specified in such agreements, are true and correct, and the Sponsor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

2. except as set forth in the Prospectus Supplement and the Pricing Free Writing Prospectus, there are no actions, suits or proceedings pending, or to the best of such officer’s knowledge, threatened against or affecting the Sponsor which if adversely determined, individually or in the aggregate, would be reasonably likely to adversely affect the Sponsor’s obligations under the Trust Agreement, the Sale and Servicing Agreement or under this Agreement in any material way; and no merger, liquidation, dissolution or bankruptcy of the Sponsor is pending or contemplated;

3. the information contained in the Registration Statement, the Prospectus and the Pricing Free Writing Prospectus relating to the Sponsor, the Mortgage Loans or the servicing procedures of it or its affiliates is true and accurate in all material respects and nothing has come to his or her attention that would lead such officer to believe that the Registration Statement, the Prospectus and the Pricing Free Writing Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading;

4. the information set forth in the Schedule of Mortgage Loans and any Sponsor-Provided Information is true and correct in all material respects;

5. there has been no amendment or other document filed affecting the articles of incorporation or bylaws of the Sponsor since the date of formation of the Depositor, and no such amendment has been authorized. No event has occurred which has affected the good standing of the Sponsor under the laws of the State of California;

6. there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Sponsor and its subsidiaries, taken as a whole, from December 31, 2005;

7. on or prior to the Closing Date, there has been no downgrading, nor has any notice been given of (A) any amended or potential downgrading or (B) any review or possible changes in rating, the direction of which has not been indicated, in the rating, if any, accorded the Sponsor or in any rating accorded any securities of the Sponsor, if any, by any “nationally recognized statistical rating organization,” as such term is defined for purposes of the Act; and

8. each person who, as an officer or representative of the Sponsor, signed or signs the Registration Statement, the Trust Agreement, the Sale and Servicing Agreement, this Agreement or any other document delivered pursuant hereto, on the date of such execution, or on the Closing Date, as the case may be, in connection with the transactions described in the Trust Agreement, the Sale and Servicing Agreement and this Agreement

was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures.

The Sponsor shall attach to such certificate a true and correct copy of its certificate or articles of incorporation, as appropriate, and bylaws which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors with respect to the transactions contemplated herein.

G. The Underwriters shall have received from the Depositor a certificate, signed by the president, a senior vice president or a vice president of the Depositor, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Sale and Servicing Agreement and this Agreement and that, to the best of his or her knowledge based upon reasonable investigation:

1. the representations and warranties of the Depositor in the Sale and Servicing Agreement, this Agreement and in all related agreements, as of the date specified in such agreements, are true and correct, and the Depositor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

2. except as set forth in the Pricing Free Writing Prospectus and the Prospectus Supplement, there are no actions, suits or proceedings pending, or to the best of such officer’s knowledge, threatened against or affecting the Depositor which if adversely determined, individually or in the aggregate, would be reasonably likely to adversely affect the Depositor’s obligations under the Sale and Servicing Agreement or this Agreement in any material way; and no merger, liquidation, dissolution or bankruptcy of the Depositor is pending or contemplated;

3. the information set forth in the Schedule of Mortgage Loans and any Sponsor-Provided Information is true and correct in all material respects;

4. there has been no amendment or other document filed affecting the declaration of trust or bylaws of the Depositor since its formation, and no such amendment has been authorized. No event has occurred which has affected the good standing of the Depositor under the laws of the State of Maryland;

5. there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Depositor and its subsidiaries, taken as a whole, from December 31, 2005;

6. on or prior to the Closing Date, there has been no downgrading, nor has any notice been given of (A) any amended or potential downgrading or (B) any review or possible changes in rating, the direction of which has not been indicated, in the rating, if any, accorded the Depositor or in any rating accorded any securities of the Depositor, if any, by any “nationally recognized statistical rating organization,” as such term is defined for purposes of the Act; and

7. each person who, as an officer or representative of the Depositor, signed or signs the Sale and Servicing Agreement, this Agreement or any other document delivered pursuant hereto, on the date of such execution, or on the Closing Date, as the case may be, in connection with the transactions described in the Sale and Servicing Agreement and this Agreement was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures.

The Depositor shall attach to such certificate a true and correct copy of its declaration of trust and bylaws which are in full force and effect on the date of such certificate and a certified true copy of the authorization under such organizational documents with respect to the transactions contemplated herein.

H. The Underwriters shall have received an opinion of counsel to the Swap Provider, dated the Closing Date and in form and substance satisfactory to the Underwriters and its counsel regarding the due organization of the Swap Provider, the due authorization, execution and delivery by the Swap Provider of the Swap Agreement, no conflicts or violation of organizational documents, contracts or law and other related matters.

I. The Underwriters shall have received an opinion of counsel to the Indenture Trustee, dated the Closing Date and in form and substance satisfactory to the Underwriters and its counsel, to the effect that:

1. the Indenture Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the United States and has the power and authority to enter into and to take all actions required of it under the Indenture;

2. the Indenture has been duly authorized, executed and delivered by the Indenture Trustee and the Indenture constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, as such laws would apply in the event of a bankruptcy, insolvency or reorganization or similar occurrence affecting such party, and (B) general principles of equity regardless of whether such enforcement is sought in a proceeding at law or in equity;

3. no consent, approval, authorization or other action by any governmental agency or body or other tribunal is required on the part of the Indenture Trustee in connection with its execution and delivery of the Indenture or the performance of its obligations thereunder;

4. the Notes have been duly executed, authenticated and delivered by the Indenture Trustee; and

5. the execution and delivery of, and performance by the Indenture Trustee of its obligations under, the Indenture do not conflict with or result in a violation of any statute or regulation applicable to such party, or the articles or bylaws of the such party, or to the best knowledge of such counsel, any governmental authority having jurisdiction over such party or the terms of any indenture or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound.

In rendering such opinion, such counsel may rely, as to matters of fact, on certificates of responsible officers of the Sponsor, the Depositor, the Owner Trustee, the Indenture Trustee and public officials. Such opinion may also assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Indenture Trustee, as the case may be.

J. The Underwriters shall have received from the Indenture Trustee a certificate, signed by the president, a senior vice president or an assistant vice president of the Indenture Trustee, dated the Closing Date, to the effect that each person who, as an officer or representative of the Indenture Trustee, signed or signs the Notes, the Indenture or any other document delivered pursuant hereto, on the date hereof or on the Closing Date, in connection with the transactions described in the Indenture was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures.

K. The Underwriters shall have received an opinion of counsel to the Owner Trustee, dated the Closing Date and in form and substance satisfactory to the Underwriters and its counsel regarding the due organization of the Owner Trustee, the due authorization, execution and delivery by the Owner Trustee of the Trust Agreement, no conflicts or violations of organizational documents, contracts or laws and other related matters, in form and substance reasonably satisfactory to the Underwriters and their counsel.

L. The Underwriters shall have received an opinion of counsel to the Trust, dated the Closing Date and in form and substance satisfactory to the Underwriters and its counsel regarding (i) the due organization of the Trust, (ii) enforceability of the Trust Agreement, (iii) other general Delaware law matters with respect to the Trust, including, without limitation, the due authorization, execution and delivery of the Sale and Servicing Agreement, the Indenture, and by the Trust and the due authorization and issuance of the Notes, and (iv) the perfection and priority of the security interests created by the Indenture, in each case, in form and substance reasonably satisfactory to the Underwriters and their counsel.

M. [Reserved]

N. [Reserved]

O. [Reserved]

P. [Reserved]

Q. On or prior to the Closing Date, there has been no downgrading, nor has any notice been given of (A) any intended or potential downgrading or (B) any review or possible changes in rating, the direction of which has not been indicated, in the rating, if any, accorded the Sponsor or in any rating accorded any securities of the Sponsor, if any, by any “nationally recognized statistical rating organization,” as such term is defined for purposes of the Act.

R. There has not occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, since December 31, 2005, of the Sponsor that is in the Underwriters’ judgment material and adverse and that makes it in the Underwriters’ judgment impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus.

S. [Reserved].

T. Each of the Underwriters and its counsel shall have received copies of any opinions of counsel to the Sponsor supplied to the Indenture Trustee relating to matters with respect to the Notes. Any such opinions shall be dated the Closing Date and addressed to the Underwriters or accompanied by reliance letters to the Underwriters or shall state that the Underwriters may rely thereon.

U. The Underwriters shall have received such further information, certificates and documents as the Underwriters may reasonably have requested not fewer than three (3) full business days prior to the Closing Date.

If any of the conditions specified in this Section 5 shall not have been fulfilled in all respects when and as provided in this Agreement, if the Sponsor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriters and its counsel, this Agreement and all obligations of the Underwriters hereunder, may be canceled on, or at any time prior to, the Closing Date by the Underwriters. Notice of such cancellation shall be given to the Sponsor in writing, or by telephone or telegraph confirmed in writing.

7. Expenses. If the sale of the Notes provided for herein is not consummated by reason of a default by the Sponsor in its obligations hereunder, then the Sponsor will reimburse the Underwriters, upon demand, for all reasonable out-of-pocket expenses (including, but not limited to, the reasonable fees and expenses of XxXxx Xxxxxx LLP) that shall have been incurred by the Underwriters in connection with its investigation with regard to the Sponsor, the Depositor, the Notes and the proposed purchase and sale of the Notes.

8. Failure to Purchase the Notes. If any Underwriter or Underwriters default in its obligations to purchase the principal amount of Notes opposite such Underwriter’s name on Schedule A hereto, the nondefaulting Underwriters may make arrangements satisfactory to the nondefaulting Underwriters and the Sponsor for the purchase of such Notes by other persons, including the nondefaulting Underwriters. If such arrangements satisfactory to the nondefaulting Underwriters and the Sponsor are not made and the nondefaulting Underwriters do not elect to purchase the Notes which the defaulting Underwriter agreed but failed to purchase, this

Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Sponsor except for the expenses to be paid or reimbursed by the Sponsor to the non-defaulting Underwriters pursuant to Sections 4.G. and 6 hereof. Nothing herein will relieve a defaulting Underwriter or Underwriters from liability for its default. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Underwriter agreed but failed to purchase.

9. Indemnification and Contribution. A. Regardless of whether any Notes are sold, the Sponsor will indemnify and hold harmless each Underwriter, each of the Underwriter’s respective officers and directors and each person who controls such Underwriter within the meaning of the Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”), against any and all losses, claims, damages, or liabilities (including the cost of any investigation, legal and other expenses incurred in connection with any amounts paid in settlement of any action, suit, proceeding or claim asserted), joint or several, to which they may become subject, under the Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, not misleading or (ii) in the Prospectus (including any Static Pool Data referred to therein), the Pricing Free Writing Prospectus (including any Static Pool Data referred to therein), any ABS Informational and Computational Materials (but excluding any Derived Information included therein), Issuer Free Writing Prospectus or Sponsor-Provided Information used in the preparation of any Underwriter Free Writing Prospectus or in any Underwriter Free Writing Prospectus to the extent such untrue statement was included in or such material omission was omitted from any of the documents listed above, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will promptly reimburse each such indemnified party upon demand for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Sponsor by or on behalf of the Underwriters specifically for use in connection with the preparation thereof and the Sponsor and each Underwriter acknowledges that the information specified in Section 10 hereof is the only information so furnished by the Underwriters to the Sponsor in writing.

B. Regardless of whether any Notes are sold, each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Sponsor, each of its officers and directors and each person, if any, who controls the Sponsor within the meaning of the Act or the 1934 Act against any losses, claims, damages or liabilities to which they or any of them become subject under the Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, to the same extent as the foregoing indemnity, insofar as such losses, claims, damages

or liabilities or actions in respect thereof arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in: (i) the Registration Statement, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading or (ii) the Prospectus or the Pricing Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Sponsor by or on behalf of the Underwriters specifically for use in the preparation thereof and the Sponsor and each Underwriter acknowledges that the information specified in Section 10 hereof is the only information so furnished by the Underwriters to the Sponsor in writing, and will promptly reimburse the Sponsor upon demand for any legal or other expenses reasonably incurred by the Sponsor in connection with investigating or defending against such loss, claim, damage, liability or action.

C. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Paragraphs A and B above such person (hereinafter called the indemnified party) shall promptly notify the person against whom such indemnity may be sought (hereinafter called the indemnifying party) in writing thereof; but the omission to notify the indemnifying party shall not relieve such indemnifying party from any liability which it may have to any indemnified party otherwise than under such Paragraph. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party has not retained counsel reasonably satisfactory to the indemnified party, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iv) the use of counsel chosen by the indemnifying party would present such counsel with a conflict of interest. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Underwriters in the case of parties indemnified pursuant to Paragraph A and by the Sponsor in the case of parties indemnified pursuant to Paragraph B. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying

party to reimburse the indemnified party for fees and expenses of counsel as contemplated above, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of an indemnified party.

D. Each Underwriter severally and not jointly, agrees, assuming all Sponsor-Provided Information (as defined below) is accurate and complete in all material respects, to indemnify and hold harmless the Sponsor, each of the Sponsor’s officers and directors and each person who controls the Sponsor within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information (i) provided by such Underwriter or (ii) in any Underwriter Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred, provided, however, that any Underwriter shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement contained in or omission or alleged omission of a material statement from the Prospectus, the Pricing Free Writing Prospectus, any Issuer Free Writing Prospectus or any Sponsor-Provided Information.

The procedures set forth in Section 9(C) shall be equally applicable to this Section 9(D).

E. If the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor and the Underwriters from the sale of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only relative benefits referred to in clause (i) above but also the relative fault of the Sponsor and of the Underwriters in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

The relative benefits received by the Sponsor and the Underwriters shall be deemed to be in such proportion so that the Underwriters are responsible for that portion determined by

multiplying the total amount of such losses, claims, damages and liabilities, including legal and other expenses, by a fraction, the numerator of which is (x) the excess of the Aggregate Resale Price of the Notes purchased by the Underwriters over the aggregate purchase price of the Notes purchased by the Underwriters specified in Section 3 of this Agreement and the denominator of which is (y) the Aggregate Resale Price of the Notes purchased by the Underwriter, and the Sponsor is responsible for the balance, provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of the immediately preceding sentence, the “Aggregate Resale Price” of the Notes at the time of any determination shall be the weighted average of the purchase prices (in each case expressed as a percentage of the aggregate principal amount of the Notes so purchased), determined on the basis of such principal amounts, paid to each of the Underwriters by all subsequent purchasers that purchased the Notes on or prior to such date of determination. The relative fault of the Sponsor and each of the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Sponsor or by each of the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

F. The Sponsor and the Underwater agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Paragraph E. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Paragraph E shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Xxxxxxx 0, xxxx of the Underwriters shall be required to contribute any amount in excess of the amount of the underwriting discounts and commissions received by such Underwriter in connection with its purchase of the Notes.

G. For purposes of this Underwriting Agreement, the term “Derived Information” means the information specified in paragraph (5) of the definition of “ABS informational and computational materials” in Item 1101(a) of Regulation AB, which information (i) is not contained in the Prospectus or the Pricing Free Writing Prospectus and (ii) does not constitute Sponsor-Provided Information. “Sponsor-Provided Information” means any of the information contained in a computer tape or other data storage medium (or other information) furnished to any Underwriter by or on behalf of the Sponsor concerning the assets of the Trust.

H. The Sponsor and each of the Underwriters each expressly waive, and agree not to assert, any defense to their respective indemnification and contribution obligations under this Section 8 which they might otherwise assert based upon any claim that such obligations are unenforceable under federal or state securities laws or by reasons of public policy.

I. The obligations of the Sponsor under this Section 9 shall be in addition to any liability which the Sponsor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls each of the Underwriters within the meaning of the Act or the 1934 Act; and the obligations of each of the Underwriters under this Section 9

shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Sponsor and to each person, if any, who controls the Sponsor within the meaning of the Act or the 1934 Act; provided, however, that in no event shall the Sponsor or any of the Underwriters be liable for double indemnification.

10. Information Supplied by the Underwriters. The statements set forth in the second and fourth paragraphs of text under the heading “PLAN OF DISTRIBUTION” in the Prospectus Supplement (to the extent such statements relate to the Underwriters), constitute the only information furnished by the Underwriters to the Sponsor for the purposes of Sections 1(B), 9(A) and 9(B) hereof.

11. Notices. All communications hereunder shall be in writing and, if sent to the Underwriters, shall be mailed or delivered or telecopied and confirmed in writing to each of the Underwriters at Xxxxxxx, Xxxxx & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxx, Bear, Xxxxxxx & Co. Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxx, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, 4 World Financial Center, 10th Floor, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxx and UBS Securities LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx and, if sent to the Sponsor, shall be mailed, delivered or telegraphed and confirmed in writing to the Sponsor at the address set forth above, Attention: Xxxxx Xxxxxxx.

12. Survival. All representations, warranties, covenants and agreements of the Sponsor contained herein or in agreements or certificates delivered pursuant hereto, the agreements of the Underwriters and the Sponsor contained in Section 8 and 9 hereof, and the representations, warranties and agreements of the Underwriters contained in Section 2 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters or any controlling persons, or any subsequent purchaser or the Sponsor or any of its officers, directors or any controlling persons, and shall survive delivery of and payment for the Notes. The provisions of Sections 4, 7, 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

13. Termination. Each of the Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the Closing Date if (a) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (b) trading of any securities of the Sponsor shall have been suspended on any exchange or in any over-the-counter market, (c) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (d) there shall have occurred any outbreak or escalation of hostilities declaration of natural emergency in the United States or any change in financial markets or any other calamity or crisis which, in each of the Underwriters’ judgment, after notice to the Sponsor, is material and adverse, and, in the case of any of the events specified in clause

(d), such event singly or together with any other such event makes it in each of the Underwriters’ judgment impracticable or inadvisable to proceed with the offering or delivery of the Notes in the manner contemplated in the Prospectus. Any such termination shall be without liability of any other party except that the provisions of Paragraph G of Section 4 and Sections 7 and 9 hereof shall at all times be effective. If any Underwriter elects to terminate this Agreement as provided in this Section 13, the Sponsor shall be notified promptly by such Underwriter by telephone, telegram or facsimile transmission, in any case, confirmed by letter.

14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns (which successors and assigns do not include any person purchasing a Certificate from the Underwriters), and the officers and directors and controlling persons referred to in Section 9 hereof and their respective successors and assigns, and no other persons will have any right or obligations hereunder.

15. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Any action or proceeding brought to enforce or arising out of any provision of this Agreement shall be brought only in a state or federal court located in the Borough of Manhattan, New York City, New York, and the parties hereto expressly consent to the jurisdiction of such courts and agree to waive any defense or claim of forum non conveniens they may have with respect to any such action or proceeding brought.

16. Jury Trial Waiver. The Sponsor and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall together constitute but one and the same instrument.

18. Amendments and Waivers. This Agreement may be amended, modified, altered or terminated, and any of its provisions waived, only in a writing signed on behalf of the parties hereto.

19. No Fiduciary Duty. The Sponsor acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Sponsor, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Sponsor, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Sponsor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Sponsor on other matters) or any other obligation to the Sponsor except the obligations expressly set forth in this Agreement and (iv) the Sponsor has consulted its own legal and financial advisors to the extent it deemed appropriate. The Sponsor agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Sponsor, in connection with such transaction or the process leading thereto.

20. Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement between the Sponsor and the Underwriters, on the other, with respect to the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Notes.

21. Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of all the Notes of the various Classes set forth opposite their names in the Prospectus Supplement bears to the aggregate principal amount of all of the Notes of the various Classes set forth opposite the name of all the remaining Underwriters) the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Notes set forth in the Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Sponsor or the Depositor. In the event of a default by any Underwriter as set forth in this Section 20, the Closing Date shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that required changes in the Registration Statement, the Pricing Free Writing Prospectus and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Sponsor, the Depositor and to any nondefaulting Underwriter for damages occasioned by its defaulting hereunder.

IN WITNESS WHEREOF, the parties hereto hereby execute this Underwriting Agreement, as of the day and year first above written.


ACCREDITED HOME LENDERS, INC.

By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Securitization Coordinator

ACCREDITED MORTGAGE LOAN REIT TRUST

By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Senior Secondary Markets Counsel, AVP & Ass’t Sec’y

XXXXXXX, SACHS & CO.

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Managing Director

BEAR, XXXXXXX & CO. INC.

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Senior Managing Director

CREDIT SUISSE SECURITIES (USA) LLC

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Director


XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

By:		/s/ Xxxx Park
Name:		Xxxx Park
Title:		Authorized Signatory

UBS SECURITIES LLC

By:		/s/ Xxxx Sclalabba
Name:		Xxxx Sclalabba
Title:		Executive Director

By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director

SCHEDULE A

Initial Principal Amount of Notes

Purchased by Underwriters


Class	Xxxxxxx, Sachs & Co.		Bear, Xxxxxxx & Co. Inc.		Credit Suisse Securities (USA) LLC		Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		UBS Securities LLC		Total
Class A-1	$	391,659,800	$	41,963,550	$	41,963,550	$	41,963,550	$	41,963,550	$	559,514,000

Class A-2	$	111,203,400	$	11,914,650	$	11,914,650	$	11,914,650	$	11,914,650	$	158,862,000

Class A-3	$	202,626,900	$	21,710,025	$	21,710,025	$	21,710,025	$	21,710,025	$	289,467,000

Class A-4	$	127,019,900	$	13,609,275	$	13,609,275	$	13,609,275	$	13,609,275	$	181,457,000

Class M-1	$	28,910,000	$	3,097,500	$	3,097,500	$	3,097,500	$	3,097,500	$	41,300,000

Class M-2	$	25,970,000	$	2,782,500	$	2,782,500	$	2,782,500	$	2,782,500	$	37,100,000

Class M-3	$	16,660,000	$	1,785,000	$	1,785,000	$	1,785,000	$	1,785,000	$	23,800,000

Class M-4	$	14,210,000	$	1,522,500	$	1,522,500	$	1,522,500	$	1,522,500	$	20,300,000

Class M-5	$	14,210,000	$	1,522,500	$	1,522,500	$	1,522,500	$	1,522,500	$	20,300,000

Class M-6	$	12,250,000	$	1,312,500	$	1,312,500	$	1,312,500	$	1,312,500	$	17,500,000

Class M-7	$	10,780,000	$	1,155,000	$	1,155,000	$	1,155,000	$	1,155,000	$	15,400,000

Class M-8	$	7,350,000	$	787,500	$	787,500	$	787,500	$	787,500	$	10,500,000

Class M-9	$	15,190,000	$	1,627,500	$	1,627,500	$	1,627,500	$	1,627,500	$	21,700,000

Purchase Price Percentage for Class A-1 Notes –100%

Purchase Price Percentage for Class A-2 Notes –100%

Purchase Price Percentage for Class A-3 Notes –100%

Purchase Price Percentage for Class A-4 Notes –100%

Purchase Price Percentage for Class M-1 Notes –100%

Purchase Price Percentage for Class M-2 Notes –100%

Purchase Price Percentage for Class M-3 Notes –100%

Purchase Price Percentage for Class M-4 Notes –100%

Purchase Price Percentage for Class M-5 Notes –100%

Purchase Price Percentage for Class M-6 Notes –100%

Purchase Price Percentage for Class M-7 Notes –100%

Purchase Price Percentage for Class M-8 Notes –100%

Purchase Price Percentage for Class M-9 Notes –100%

SCHEDULE B

NOTE RATINGS


Class		Ratings S&P/Xxxxx’x

X-0		XXX/Xxx

X-0		XXX/Xxx

X-0		XXX/Xxx

X-0		XXX/Xxx

X-0		XXx/Xx0

X-0		XXx/Xx0

X-0		XX/Xx0

X-0		XX/X0

M-5		AA-/A2

M-6		A+/A3

M-7		BBB+/Baa1

M-8		BBB/Baa2

M-9		BBB-/Baa3

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ACCREDITED HOME LENDERS, INC., ACCREDITED MORTGAGE LOAN REIT TRUST, GOLDMAN, SACHS & CO., BEAR, STEARNS & CO. INC., CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND UBS SECURITIES LLC UNDERWRITING AGREEMENT...

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