Re: Commitment Letter

Exhibit 10.1

FARALLON CAPITAL MANAGEMENT, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, CA 94111

March 19, 2007

Accredited Home Lenders Holding Co.

15253 Avenue of Science

San Diego, CA 92128

Re: Commitment Letter

Ladies and Gentlemen:

You have advised us that Accredited Home Lenders Holding Co., a Delaware corporation (the “ Company ”), desires to establish a $200,000,000 senior secured term loan facility (the “ Term Loan Facility ”) for Accredited Home Lenders, Inc., a California corporation (“ AHLI ”), and Accredited Mortgage Loan REIT Trust, a Maryland investment trust (“ AMLRT ”; and together with AHLI, the “ Borrowers ”). The proceeds of the Term Loan Facility would be used (i) to fund the repurchase obligations of the Borrowers, (ii) to satisfy margin calls of certain warehouse lenders, (iii) to fund loan originations, (iv) to pay all transaction costs, expenses and fees in connection with the transactions contemplated hereunder and (v) for general working capital and business purposes of the Borrowers. You have asked Farallon Capital Management, L.L.C. (“ FCM ”) to act as administration agent for the Term Loan Facility.

Based upon and subject to the terms and conditions set forth in (a) this commitment letter (the “ Commitment Letter ”) and (b) the Summary Terms and Conditions attached hereto as Appendix A (the “ Summary of Terms ”, and together with the Commitment Letter, the “ Commitment ”), Farallon is pleased to advise you of its commitment to have funds or managed accounts (the “ Farallon Funds ”, and together with FCM, “ Farallon ”) provide the full amount of the Term Loan Facility, either directly or via newly created special purpose vehicles on a several, and not joint and several, basis. The amount of the Term Loan Facility shall be allocated among the Farallon Funds in the amounts set forth on Annex 1 attached hereto. In addition, FCM will act as sole administrative agent and sole collateral agent for the Term Loan Facility. You agree that no other agents or arrangers will be appointed, and no other titles or compensation will be awarded or paid, in connection with the Term Loan Facility unless approved by Farallon.

The Commitment does not set forth all the terms and conditions of the proposed financing; rather, it only summarizes the major points of understanding which will be the basis of the final loan agreement and related documentation (which are collectively referred to herein as the “ Applicable Documents ”) which will be drafted by, and will be in form and substance satisfactory to, Farallon and its counsel. All terms used in this Commitment Letter and not otherwise defined herein shall have the meanings ascribed to them in the Summary of Terms.

The Commitment is issued by the Farallon Funds based upon the financial and other information regarding the Company and its subsidiaries provided to Farallon. Accordingly, the Commitment is subject to the fulfillment to the satisfaction of Farallon of the following conditions: (i) the preparation, execution and delivery of mutually acceptable loan documentation, including a credit agreement and other loan documents incorporating the terms and conditions outlined in the Summary of Terms; (ii) satisfaction of each of the conditions set forth in the Summary of Terms; (iii) performance of each of the covenants set forth herein; and (iv) the truth and accuracy of each of the representations and warranties herein.

You hereby represent and covenant that (i) all information which has been or is hereafter made available to Farallon by or on behalf of the Company or any of its subsidiaries or their representatives in connection with the transactions contemplated hereby (“ Information ”) is or, when furnished will be, complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and (ii) the financial projections concerning the Company and its Subsidiaries that have been or will be made available to Farallon by or on behalf of the Company or any of its Subsidiaries or their representatives (the “ Projections ”) have been and will be prepared in good faith based upon reasonable assumptions (it being understood that such financial projections (including any related schedules and notes) are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company and the Borrowers and no assurance is or can be given that any projections or other results contemplated therein will be realized). You hereby agree to supplement the Information and the Projections from time to time until the closing date of the Term Loan Facility so that the representation and warranty in the preceding sentence is correct on the closing date of the Term Loan Facility. In structuring and entering into the Term Loan Facility, Farallon will be using and relying on the Information and the Projections without independent verification thereof.

The Company and the Borrowers jointly and severally agree to pay or reimburse Farallon for all reasonable out-of-pocket costs and expenses of every type and nature (including all costs and expenses of counsel) incurred by Farallon before, on or after the date hereof in connection with Farallon’s legal, tax and regulatory review and documentation of (i) the transactions discussed with the Company prior to the date hereof and (ii) the transactions contemplated by this Commitment, up to a maximum of $1,500,000 (which cost and expense cap shall not apply to any indemnification obligations in favor of Farallon pursuant to the terms hereof). Such cost and fee reimbursement shall be due and payable on the earlier of (i) closing date of the Term Loan Facility and (ii) April 2, 2007.

The Company and the Borrowers agree to (i) indemnify and hold harmless Farallon and its affiliates, and their respective directors, officers, employees, members, managing members, agents, attorneys and shareholders (collectively, the “ Indemnified Persons ”) against any and all losses, claims, damages, or liabilities of every kind whatsoever to which the Indemnified Persons may become subject in connection in any way with the Commitment or the Term Loan Facility or the transactions contemplated under this Commitment, including without limitation expenses incurred in connection with investigating or defending against any liability or

action whether or not a party thereto, except (with respect to any Indemnified Person) to the extent any of the foregoing is found to have arisen from such Indemnified Person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order or judgment (provided that such determination would not impair a right of recovery by any other Indemnified Person); and (ii) assert no claim against any Indemnified Person seeking consequential, punitive or special damages in connection with the Commitment. The obligations described in this paragraph are independent of all other obligations hereunder and under the Applicable Documents, shall survive the expiration, revocation or termination of the Commitment, and shall be payable whether or not the transactions contemplated by the Commitment shall close.

If not accepted in accordance with the terms set forth below, and unless earlier terminated in accordance with the terms hereof or as a result of a breach of any representation, warranty or undertaking herein by you, the Commitment shall expire at the close of business in San Diego, California, on April 2, 2007 without any further action by any person or entity, and from and after such date shall have no further force or effect (except as otherwise provided herein with respect to indemnification, limitation of liability and payment of expenses and the like, choice of law, waiver of trial by jury and matters of confidentiality), unless the Commitment is extended by Farallon in writing in its sole and absolute discretion.

The Commitment shall not be assignable by you without the prior written consent of Farallon. The Commitment is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or to create any rights in favor of, any person other than the parties hereto and their indemnified persons.

THE COMMITMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS THAT REQUIRE OR PERMIT APPLICATION OF THE LAWS OF ANY OTHER STATE OR JURISDICTION, BUT INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW) AND DECISIONS OF THE STATE OF NEW YORK. IF THE COMMITMENT BECOMES THE SUBJECT OF A DISPUTE, EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK AND WAIVES ANY AND ALL RIGHT TO CONTEST SUCH JURISDICTION, WHETHER ON THE GROUNDS OF VENUE OR FORUM NON CONVENIENS OR OTHERWISE, AND WAIVES ANY RIGHT TO TRIAL BY JURY .

The Commitment Letter, together with the Summary of Terms, embodies the entire understanding among the parties hereto relating to the matters discussed herein and therein and, except for any confidentiality or non-disclosure agreement entered into between Farallon, the Borrowers and/or the Company, supersedes all prior discussions, negotiations, proposals, agreements and

understandings, whether oral or written, relating to the subject matter hereof and thereof. No course of prior conduct or dealings

between the parties hereto, no usage of trade, and no parole or extrinsic evidence of any nature, shall be used or be relevant to supplement, explain or modify any term used herein. Any modification or waiver of the Commitment or the terms hereof must be in writing, must be stated to be such and must be signed by an authorized representative of each party hereto.

If you wish to accept the Commitment, please return executed counterparts of this Commitment Letter, on or before 8:00 a.m., San Diego time, on March 20, 2007.

This Commitment Letter may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Very truly yours,

FARALLON CAPITAL PARTNERS, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

Appendix A

Summary of Terms and Conditions

Dated March 19, 2007

This Summary of Terms and Conditions (“Summary” or “Term Sheet”) is for convenience of reference only and shall not be considered to be exhaustive as to the final terms and conditions that govern any potential financing arrangements.

(ii) To satisfy repurchase obligations;

(iii) To satisfy margin calls from warehouse lenders;

(iv) To fund loan originations; and

(v) To pay down Bear Stearns line to $30,000,000.

Interest payments shall be computed on the basis of a 360-day year, and the actual number of days elapsed and shall be payable in cash on June 1, September 1, December 1 and March 1 of each year, beginning June 1, 2007.

Loan Year 1: 107%

Loan Year 2: 107%

Loan Year 3: 105%

Loan Year 4: 103%

Loan Year 5: 100%

Collateral documentation to include first prio