Legal Underwriting Attestation Agreement

LEGAL UNDERWRITING ATTESTATION AGREEMENT

This Legal Underwriting Attestation Agreement (the Agreement) is made on this day: Date: by and between Attesting Party: , an entity of type organized under the laws of , with principal place of business at (the "Attestor"), and Underwriter: , an entity of type organized under the laws of , with principal place of business at (the "Underwriter").

RECITALS

WHEREAS, the Underwriter is engaged in underwriting, acquiring or servicing certain consumer and commercial loan obligations (the Transaction) and requires attestations as to the origination, underwriting and documentation of those obligations; and

WHEREAS, the Attestor has originated, underwritten, or packaged certain loans and has agreed to provide attestations and related representations and warranties concerning the underwriting practices, documentation and compliance for such loans as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the Attestor's attestations, the Underwriter's remedies for breach, and the parties' rights and obligations in relation to the Transaction.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Loan" means any consumer or commercial obligation identified on Schedule A delivered by the Attestor to the Underwriter. "Underwriting Guidelines" means the written policies and criteria used by Attestor to evaluate borrower creditworthiness and eligibility, as of the applicable origination date. "Exception" means any variance from underwriting guidelines, documentation or credit eligibility requirements identified in Schedule B.

2. ATTACHMENTS; LOAN SCHEDULE

Attestor shall deliver to Underwriter a complete Loan schedule described as Schedule A: Loan Schedule Reference or ID: . Any exceptions shall be separately identified in Schedule B. Attachments and schedules form an integral part of this Agreement.

3. ATTESTATIONS

Attestor hereby certifies, represents and warrants to Underwriter as of the relevant origination date of each Loan and as of the date of delivery of the Loan schedule, that, with respect to each Loan:

(a) The Loan was originated in substantial compliance with Attestor's Underwriting Guidelines as disclosed to Underwriter and with applicable federal and state laws and regulations governing origination and underwriting; and

(b) All borrower-provided information material to the credit decision (including income, employment, assets, liabilities and occupancy) was obtained in writing, is true and correct to the best of Attestor's knowledge, and was relied upon by Attestor in approving the Loan; and

(c) Required documentation supporting the Loan was completed, authentic, and retained in accordance with Attestor's document retention policies and applicable law; and

(d) No undisclosed related-party arrangements, undisclosed fraud, or material misrepresentations exist with respect to the Loan that would materially impair its enforceability.

4. REPRESENTATIONS AND WARRANTIES OF ATTESTOR

Attestor represents and warrants to Underwriter that:

(a) Organization and Authority: Attestor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b) No Conflict; No Consent: The execution, delivery and performance of this Agreement by Attestor do not and will not (i) violate any law applicable to Attestor, (ii) breach or constitute a default under any agreement to which Attestor is a party, or (iii) require the consent of any third party except as disclosed in writing to Underwriter.

5. COVENANTS

Attestor covenants that it will:

(a) Cooperate in any reasonable investigation or cure of any breach identified by Underwriter and provide access to loan files, underwriting files and personnel as requested in accordance with Section 7 (Investigation and Audit Rights); and

(b) Maintain records and documentation sufficient to substantiate compliance with the representations and warranties contained herein for a period of at least the longer of applicable statutory periods or the requirements set forth in the parties' transaction documents.

6. INDEMNIFICATION

Attestor shall indemnify, defend and hold harmless Underwriter and its affiliates, officers, directors and agents from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees and expenses) arising out of or resulting from any breach of Attestor's representations, warranties or covenants contained in this Agreement, subject to the limitations and procedures set forth in this Section.

7. INVESTIGATION AND AUDIT RIGHTS

Upon reasonable notice, Underwriter shall have the right, at its expense except in the event of a suspected material breach, to inspect and copy loan files, underwriting documentation and other records relevant to the Loans and to interview personnel involved in origination and underwriting. Attestor shall cooperate in scheduling and facilitating such review and provide copies of records as reasonably requested.

8. REMEDIES

In the event of a breach of any representation, warranty or covenant by Attestor, Underwriter shall be entitled to pursue all remedies available at law or in equity including, without limitation, affirmative money damages, specific performance, rescission of purchase or funding obligations, or buybacks of nonconforming Loans, as set forth in the parties' transaction documents.

9. SURVIVAL

All representations, warranties and covenants of Attestor contained in this Agreement shall survive the closing or funding of the Transaction and shall continue in full force and effect to the extent provided in the parties' transaction documents.

10. NOTICES

All notices shall be in writing and shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, addressed to the party at the address provided above or as updated by notice in accordance with this Section.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that state for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all schedules, exhibits and referenced transaction documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No delay or failure to exercise any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. SCHEDULES; EXCEPTIONS

15. CERTIFICATION

The undersigned authorized officer of Attestor certifies under penalty of perjury and with knowledge of applicable law that the statements and attestations contained in this Agreement and in the attached Schedules are true, correct and complete to the best of such officer's knowledge after reasonable inquiry, and that the officer is authorized to execute this Agreement on behalf of Attestor.

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