UNDERWRITING AGREEMENT

Exhibit 1.1

ACCREDITED HOME LENDERS, INC.,

ACCREDITED MORTGAGE LOAN REIT TRUST,

LEHMAN BROTHERS INC.,

BANC OF AMERICA SECURITIES LLC,

BEAR, STEARNS & CO. INC.,

AND

HSBC SECURITIES USA, INC.

UNDERWRITING AGREEMENT

FOR

ACCREDITED MORTGAGE LOAN TRUST 2007-1

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

January 24, 2007

January 24, 2007

Accredited Home Lenders, Inc.

15253 Avenue of Science, Building 1

San Diego, California 92128

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Banc of America Securities LLC

214 North Tryon Street

NC1-027-21-04

Charlotte, North Carolina 28255

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

HSBC Securities USA, Inc.

452 Fifth Avenue,

New York, NY 10018

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

Only the Notes are being purchased by Lehman Brothers Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., and HSBC Securities USA, Inc. (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 January 1, 2007 (the “Sale and Servicing Agreement”) among the Trust, the Sponsor, as Sponsor and

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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 January 30, 2007 (the “Swap Agreement”), between the Trust and Credit Suisse International (the “Swap Provider”) and certain rights under the interest rate cap agreement, to be dated January 30, 2007 (the “Cap Agreement”), between the Trust and Credit Suisse International (the “Cap Provider”).

The Notes will be issued pursuant to an indenture to be dated as of January 1, 2007 (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 $755,523,000, which represents approximately 99.45% of the outstanding principal balances of the Mortgage Loans as of the close of business on January 1, 2007 after giving effect to scheduled payments due on or prior to January 1, 2007 (the “Cut-Off 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 333-129972-01, 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 January 24, 2007 (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 January 23, 2007 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

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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.

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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 Mortgage Loans 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

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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.

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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, 2006, 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.

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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.

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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 Dewey Ballantine, LLP, 1301 Avenue of the Americas, New York, New York 10019-6092, at 10:00 a.m. (E.S.T.), on January 30, 2007 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.

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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.

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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 each of the Swap Provider and the Cap 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.

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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 Underwriters.

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 Sponsor

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:

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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

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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 re