International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of May 10, 2005Master Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
have entered and/or anticipate entering into one or more transactions (each a Transaction) that are or will be governed by this Master Agreement, which includes the schedule (the Schedule), and the documents and other confirming evidence (each a Confirmation) exchanged between the parties confirming those Transactions.
SECURITY AGREEMENT between CARMEL MOUNTAIN FUNDING TRUST and DEUTSCHE BANK TRUST COMPANY AMERICAS as Collateral Agent dated as of May 10, 2005Security Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
SECURITY AGREEMENT (the “Security Agreement”), dated as of May 10, 2005, between CARMEL MOUNTAIN FUNDING TRUST (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (the “Collateral Agent”).
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENTCollateral Agency and Intercreditor Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
Collateral Agency and Intercreditor Agreement, dated as of May 10, 2005 (this “Agreement”), is by and among CALYON NEW YORK BRANCH (“Calyon”), and LEHMAN BROTHERS SPECIAL FINANCING INC., in its individual capacity (“Lehman” and, together with Calyon, the “Swap Counterparties”) and as agent under this Agreement for Lehman and Calyon (in such capacity and together with any successor thereto in such capacity, “Collateral Agent”).
International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of May 10, 2005 betweenCredit Support Annex • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents
This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
CONFIRMATIONSwap Transaction Confirmation • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between Calyon New York Branch (“Party A”) and Carmel Mountain Funding Trust (“Party B”) on the Trade Date referred to below (the “Transaction”). It constitutes a “Confirmation” as referred to in the Master Agreement specified below.
GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.Guarantee • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents
LEHMAN BROTHERS SPECIAL FINANCING INC. (“Party A”) and ACCREDITED HOME LENDERS, INC. (“Party B”) have entered into a Master Agreement dated as of May 10, 2005 (the “Master Agreement”), pursuant to which Party A and Party B have entered and/or anticipate entering into one or more transactions (each a “Transaction”), the Confirmation of each of which supplements, forms part of, and will be read and construed as one with, the Master Agreement (collectively referred to as the “Agreement”). This Guarantee is a Credit Support Document as contemplated in the Agreement. For value received, and in consideration of the financial accommodation accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (“Guarantor”), hereby agrees to the following:
CARMEL MOUNTAIN FUNDING TRUST, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee and Paying AgentSeries 2005-a Supplement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
SERIES 2005-A SUPPLEMENT, dated as of May 10, 2005 (this “Supplement”) between CARMEL MOUNTAIN FUNDING TRUST a statutory trust established under the laws of Delaware (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a, New York banking corporation as indenture trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Indenture Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as paying agent for the benefit of the Series 2005-A Subordinated Noteholders (the “Paying Agent”), to the Base Indenture, dated as of May 10, 2005, between the Issuer and the Indenture Trustee (as further amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Subordinated Notes, the “Base Indenture”).
CARMEL MOUNTAIN FUNDING TRUST, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture TrusteeBase Indenture • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
BASE INDENTURE, dated as of May 10, 2005 (the “Base Indenture”), between CARMEL MOUNTAIN FUNDING TRUST, a statutory trust established under the laws of Delaware, as issuer (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (in such capacity, the “Indenture Trustee”).
SCHEDULE to the Master Agreement dated as of May 10, 2005 between LEHMAN BROTHERS SPECIAL FINANCING INC. (“Party A”), a corporation organized under the laws of the State of Delaware and ACCREDITED HOME LENDERS, INC. (“Party B”), a corporation...Master Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
SCHEDULE to the Master Agreement dated as of May 10, 2005 between CALYON NEW YORK BRANCH (“Party A”), the New York branch of Calyon, a French bank organized under the laws of the Republic of France and ACCREDITED HOME LENDERS, INC. (“Party B”), a...Master Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
CARMEL MOUNTAIN FUNDING TRUST, as Issuer, ACCREDITED HOME LENDERS, INC., as Seller and Servicer and ACCREDITED HOME LENDERS HOLDING CO., as Performance Guarantor MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT dated as of May 10, 2005Mortgage Loan Purchase and Servicing Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of May 10, 2005 (as amended, supplemented or otherwise modified and in effect from time to time, the “Mortgage Loan Purchase and Servicing Agreement”), between CARMEL MOUNTAIN FUNDING TRUST, a Delaware statutory trust, as purchaser (the “Issuer”), ACCREDITED HOME LENDERS, INC., a California corporation (the “Company”), as seller and servicer (in its capacity as seller hereunder, the “Seller,” and in its capacity as servicer hereunder, the “Servicer”), and ACCREDITED HOME LENDERS HOLDING CO., a Delaware corporation, as guarantor (the “Performance Guarantor”) of the Servicer’s obligations hereunder.
SCHEDULE to the Master Agreement (Multicurrency - Cross Border) dated as of May 10, 2005 between CALYON NEW YORK BRANCH (“Party A”), the New York branch of a French bank and CARMEL MOUNTAIN FUNDING TRUST (“Party B”), a Delaware statutory trustMaster Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
