Common use of Servicing of Loans Clause in Contracts

Servicing of Loans. (a) Owner covenants and agrees that from and after the Servicing Transfer Date it or its servicer shall service each Purchased Loan in accordance with, and Owner and its servicer, employees, representatives or assignees shall comply, in all material respects with (A) the Evidences of Debt, as may have been amended by or reflected on the CML Servicing Systems or any Attorney Ledgers maintained with respect to such Loans and/or as the same have been amended or modified by Purchaser and (B) all applicable Laws, except in each case for instances of non-compliance, omissions or inconsistencies (i) of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report or (ii) of the type that are consistent with such Interim Servicer’s customary servicing practices with respect to such Purchased Loan. (b) Owner acknowledges and agrees that certain of the Purchased Loans may be subject to Loss Mitigation. (c) Owner covenants that it, or its servicer, as applicable, shall reasonably cooperate with each Interim Servicer and Bank with respect to such Interim Servicer’s or Bank’s reporting or audit obligations and requests arising after the Servicing Transfer Date with respect to any Loss Mitigation or Law. Each Interim Servicer and Bank covenants that it shall reasonably cooperate with Owner or its servicer with respect to Owner’s or such servicer’s audit obligations and requests arising after the Servicing Transfer Date with respect to any Law. (d) From and after the Servicing Transfer Date, Owner shall, or shall cause its servicer to, service any Purchased Loan that is subject to Loss Mitigation in accordance with the terms of any such Loss Mitigation and the Applicable Requirements in all material respects. If the applicable Interim Servicer or Bank has commenced any Loss Mitigation process, and such Loss Mitigation process is ongoing as of the Servicing Transfer Date, and such Loss Mitigation process is identified to Owner pursuant to or in connection with the Conversion Plan, Owner shall, or shall cause its servicer to, continue such Loss Mitigation process until completion. (e) Owner shall be responsible for any required U.S. federal and other tax information reporting as set forth in Section 7.06(b) of the Purchase Agreement; provided, that each Interim Servicer and Bank shall cooperate and promptly provide such information reasonably requested by Owner in order for Owner to comply with its information reporting obligations.

Servicing of Loans. (a) Owner covenants and The Trustee agrees that from prior to the occurrence of an "Event of Default" (as defined in the Pooling and after Servicing Agreement), it will not take any action against any debtor obligated under a Loan, or otherwise interfere with the Servicing Transfer Date it collection and servicing of any Loan. The parties hereto acknowledge and agree that, notwithstanding anything contained in the SBA Agreement, payments by borrowers under the Loans in the Loan Pool will be received by TMSIC or its MSNY, as servicer shall service each Purchased Loan in accordance withunder the Participation Agreements, and Owner by TMSIC as servicer under the Pooling and its servicer, employees, representatives or assignees Servicing Agreement. TMSIC shall comply, in all material respects with (A) remit funds to which the Evidences of Debt, as may have been amended by or reflected on the CML Servicing Systems or any Attorney Ledgers maintained with respect to such Loans Guaranteed Holders and/or as the same have been amended or modified by Purchaser and (B) all applicable Laws, except in each case for instances of non-compliance, omissions or inconsistencies (i) of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report or (ii) of the type that SBA are consistent with such Interim Servicer’s customary servicing practices with respect to such Purchased Loan. (b) Owner acknowledges and agrees that certain of the Purchased Loans may be subject to Loss Mitigation. (c) Owner covenants that it, or its servicer, as applicable, shall reasonably cooperate with each Interim Servicer and Bank with respect to such Interim Servicer’s or Bank’s reporting or audit obligations and requests arising after the Servicing Transfer Date with respect to any Loss Mitigation or Law. Each Interim Servicer and Bank covenants that it shall reasonably cooperate with Owner or its servicer with respect to Owner’s or such servicer’s audit obligations and requests arising after the Servicing Transfer Date with respect to any Law. (d) From and after the Servicing Transfer Date, Owner shall, or shall cause its servicer to, service any Purchased Loan that is subject to Loss Mitigation entitled in accordance with the terms of the Participation Agreements, and shall remit funds which are required to be remitted to the Trustee in accordance with the terms of the Pooling and Servicing Agreement. Upon the default of any such Loss Mitigation borrower, SBA hereby designates TMSIC to proceed with collection actions in accordance with the SBA Agreement and the Applicable Requirements Pooling and Servicing Agreement. Title to any property acquired through foreclosure or deed-in-lieu of foreclosure shall be in all material respects. If the applicable Interim Servicer or Bank has commenced any Loss Mitigation process, and such Loss Mitigation process is ongoing as name of the Servicing Transfer DateSBA but subject to the terms of this Agreement. TMSIC, as servicer, shall continue to administer such property and such Loss Mitigation process is identified to Owner pursuant to or in connection with the Conversion Plan, Owner shall, or shall cause its servicer to, continue such Loss Mitigation process until completion. (e) Owner shall be responsible for any required U.S. federal and other tax information reporting as set forth the disposition thereof in Section 7.06(b) accordance with the terms of the Purchase Pooling and Servicing Agreement. Proceeds of any such disposition shall be remitted in accordance with the terms of this Agreement. Upon the occurrence of an Event of Default and termination of TMSIC as servicer under the Pooling and Servicing Agreement, the Trustee shall become the servicer of the Loans in the Loan Pool in accordance with the terms of the Pooling and Servicing Agreement, this Agreement and the SBA Form 750 referred to below; provided, however, that each Interim Servicer at such time the Trustee is an approved SBA guaranteed lender in good standing, operating pursuant to a current Small Business Administration Loan Guaranty Agreement (Deferred Participation) (SBA Form 750); and Bank provided, further, that if the Trustee does not satisfy such condition, SBA may select a successor servicer. Any subsequent transfer of the servicing of the Loan Pool shall cooperate and promptly provide such information reasonably requested by Owner in order for Owner be subject to comply with its information reporting obligationsSection 7 of this Agreement.

Servicing of Loans. (a) Owner covenants The Sellers and agrees the Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that from are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to the Buyer pursuant to this Agreement, employing at least the same procedures and after exercising the Servicing Transfer Date it or same care that the Interim Servicer customarily employs in servicing Loans for its own account. The Sellers shall notify servicers of the Buyer’s interest hereunder and the Sellers shall notify the Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer shall service with respect to each Purchased Loan in accordance with, Asset on a loan-by-loan basis. The Buyer shall have the right to approve each servicer and Owner and its servicer, employees, representatives the form of all Servicing Agreements or assignees servicing side letter agreements. The Sellers shall comply, in cause each servicer to hold or cause to be held all material respects with (A) the Evidences of Debt, as may have been amended by or reflected on the CML Servicing Systems or any Attorney Ledgers maintained escrow funds collected with respect to such Loans and/or as in customary custodial accounts and shall apply the same have been amended or modified by Purchaser for the purposes for which such funds were collected. Upon notice from the Buyer that an Event of Default has occurred, the related Seller and (B) all applicable Laws, except in each case for instances of non-compliance, omissions or inconsistencies the Guarantor shall cause the Interim Servicer to (i) segregate all amounts collected on account of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report or (ii) hold such amounts collected in trust for the benefit of the type that are consistent with Buyer and (iii) remit such Interim Servicer’s customary servicing practices with respect to such Purchased Loan. (b) Owner acknowledges and agrees that certain of the Purchased Loans may be subject to Loss Mitigation. (c) Owner covenants that it, or its servicer, as applicable, shall reasonably cooperate with each Interim Servicer and Bank with respect to such Interim Servicer’s or Bank’s reporting or audit obligations and requests arising after the Servicing Transfer Date with respect to any Loss Mitigation or Law. Each Interim Servicer and Bank covenants that it shall reasonably cooperate with Owner or its servicer with respect to Owner’s or such servicer’s audit obligations and requests arising after the Servicing Transfer Date with respect to any Law. (d) From and after the Servicing Transfer Date, Owner shall, or shall cause its servicer to, service any Purchased Loan that is subject to Loss Mitigation collections in accordance with the terms Buyer’s written instructions. No amounts deposited into such account shall be removed without the Buyer’s prior written consent. Upon the Buyer’s request, the Sellers shall provide reasonably promptly to the Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to the Buyer, advising such servicer of such matters as the Buyer may reasonably request relating to the Loans. If any Seller should discover that, for any reason whatsoever, the Sellers or any entity responsible to the Sellers by contract for the administration and/or servicing of any such Loss Mitigation and Loan has failed to perform fully the Applicable Requirements in all material respects. If Sellers’ obligations under the applicable Interim Servicer Program Documents or Bank has commenced any Loss Mitigation process, and such Loss Mitigation process is ongoing as of the Servicing Transfer Dateobligations of such entities with respect to the Purchased Assets, and such Loss Mitigation process is identified to Owner pursuant to or in connection with the Conversion Plan, Owner shall, or Sellers shall cause its servicer to, continue such Loss Mitigation process until completionpromptly notify the Buyer. (e) Owner shall be responsible for any required U.S. federal and other tax information reporting as set forth in Section 7.06(b) of the Purchase Agreement; provided, that each Interim Servicer and Bank shall cooperate and promptly provide such information reasonably requested by Owner in order for Owner to comply with its information reporting obligations.

Servicing of Loans. (a) Owner covenants and agrees that from and after the Servicing Transfer Date it or its servicer shall service each Purchased Loan in accordance with, and Owner and its servicer, employees, representatives or assignees shall comply, in all material respects with (A) the Evidences of Debt, as may have been amended by or reflected on the CML Servicing Systems or any Attorney Ledgers maintained with respect to such Loans and/or as the same have been amended or modified by Purchaser and (B) all applicable Laws, except in each case for instances of non-compliance, omissions or inconsistencies (i) of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report or (ii) of the type that are consistent with such Interim Servicer’s customary servicing practices with respect to such Purchased Loan. (b) Owner acknowledges and agrees that certain of the Purchased Loans may be subject to Loss Mitigation. (c) Owner covenants that it, or its servicer, as applicable, shall reasonably cooperate with each Interim Servicer and Bank with respect to such Interim Servicer’s or Bank’s reporting or audit obligations and requests arising after the Servicing Transfer Date with respect to any Loss Mitigation or Law. Each Interim Servicer and Bank covenants that it shall reasonably cooperate with Owner or its servicer with respect to Owner’s or such servicer’s audit obligations and requests arising after the Servicing Transfer Date with respect to any Law. (d) From and after the Servicing Transfer DateDate for any Loan, Owner shall, or the Servicer shall cause its servicer to, service any Purchased such Serviced Loan that is subject to Loss Mitigation in accordance with the terms of any such Loss Mitigation and the Applicable Requirements Servicing Standard in all material respects. If the applicable Portfolio Seller or the applicable Interim Servicer or Bank has commenced any Loss Mitigation process, and such Loss Mitigation process is ongoing as of the initial Servicing Transfer DateDate for any Loan, and such Loss Mitigation process is identified to Owner pursuant to or in connection with the Conversion Plan, Owner shall, or Servicer shall cause its servicer to, continue such Loss Mitigation process until completion. (eb) Owner shall be responsible From and after the Servicing Transfer Date for any PHL Loan, the Servicer shall: (i) permit Loan Obligors under any such open-end PHL Loan to cancel and terminate such open-end PHL Loan at any time and adequately disclose to Loan Obligors under any such open-end PHL Loan the procedures required U.S. to cancel and terminate such open-end PHL Loan; (ii) not charge any Loan Obligor a prepayment penalty for prepayment of any such PHL Loan; (iii) separately identify on each monthly account statement delivered to any Loan Obligor under any such PHL Loan the amount, if any, of monthly credit insurance premium paid by such Loan Obligor in connection with such PHL Loan; (iv) allocate all interest short amounts with respect to each such PHL Loan into a deferred interest account; disclose any amount of deferred interest and any interest short as of the date of the last payment on each Loan Obligor’s monthly billing statement for each such PHL Loan; and allocate interest short with respect to each such PHL Loan to the deferred interest account no less often than on a quarterly basis except to the extent that a full payment (or equivalent) must be made in the quarter for the reallocation to occur; (v) not unilaterally convert Loan Obligors under any such PHL Loan from biweekly payments to semi-monthly payments or otherwise change a Loan Obligor’s payment date under any such PHL Loan without disclosing the new payment date and obtaining such Loan Obligor’s consent; and (vi) provide payoff information to Loan Obligors under any such PHL Loan or their authorized representatives on all underlying liens held by the applicable Co-Issuer, within five business days of a Loan Obligor’s written request, or as specifically permitted by state or federal Law; and subject to applicable federal and state Laws, inform Loan Obligor under any such PHL Loan that requests by mortgage brokers or other tax information reporting agents must be in writing and must include a written authorization from the related Loan Obligor to provide the requested information. The undersigned, the duly [OFFICER TITLE] of Springleaf Finance, Inc. (“SLFI”), does hereby certify, on behalf of SLFI and not in an individual capacity, that: 1. SLFI is, as of the date hereof, the Servicer under that certain Servicing Agreement dated as of April 1, 2013 (as amended and supplemented, or otherwise modified and in effect from time to time, the “Servicing Agreement”), by and among SLFI, as the Servicer, and SpringCastle America Funding, LLC, a Delaware limited liability company, SpringCastle Credit Funding, LLC, a Delaware limited liability company, and SpringCastle Finance Funding, LLC, a Delaware limited liability company, as the Co-Issuers, and Wilmington Trust, National Association, in its capacity as a Loan Trustee to each Co-Issuer. 2. The undersigned is a Servicing Officer and is duly authorized pursuant to the Servicing Agreement to execute and deliver this Officer’s Certificate to the Co-Issuer and the Indenture Trustee. 3. A review of the activities of the Servicer during the calendar year ended December 31, , and of its performance under the Servicing Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects all of its obligations under the Servicing Agreement and other Transaction Documents throughout such year and no Servicer Default has occurred and is continuing, except as set forth in Section 7.06(b) paragraph 5 below. 5. The following is a description of each Servicer Default known to me to have occurred and be continuing as of the Purchase date of this Officer’s Certificate made by the Servicer during the year ended December 31, , which sets forth in detail the (a) nature of each such Servicer Default, (b) the action taken by the Servicer, if any, to remedy each such Servicer Default and (c) the current status of each such Servicer Default: (If applicable, insert “None.”) Capitalized terms used but not defined herein are used as defined in the Servicing Agreement; provided, that each Interim Servicer and Bank shall cooperate and promptly provide such information reasonably requested by Owner in order for Owner to comply with its information reporting obligations.

Servicing of Loans. (a) Each Owner and Owner Representative covenants and agrees that from and after the Servicing Transfer Date it or its respective servicer shall service each Purchased Loan in accordance with, and each Owner and Owner Representative and its respective servicer, employees, representatives or assignees shall comply, in all material respects with (A) the Evidences of Debt, as may have been amended by or reflected on the CML Servicing Systems or any Attorney Ledgers maintained with respect to such Loans and/or as the same have been amended or modified by Purchaser SpringCastle Acquisition or such Owner or Owner Representative and (B) all applicable Laws, except in each case for instances of non-compliance, omissions or inconsistencies (i) of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report or (ii) of the type that are consistent with such Interim Servicer’s customary servicing practices with respect to such Purchased Loan. (b) Each Owner and Owner Representative acknowledges and agrees that certain of the Purchased Loans may be subject to Loss Mitigation. (c) Each Owner and Owner Representative covenants that it, or its servicer, as applicable, shall reasonably cooperate with each Interim Servicer and Bank with respect to such Interim Servicer’s or Bank’s reporting or audit obligations and requests arising after the Servicing Transfer Date with respect to any Loss Mitigation or Law. Each Interim Servicer and Bank covenants that it shall reasonably cooperate with each Owner and Owner Representative or its respective servicer with respect to such Owner’s, Owner Representative’s or such servicer’s audit obligations and requests arising after the Servicing Transfer Date with respect to any Law. (d) From and after the Servicing Transfer Date, each Owner and Owner Representative shall, or shall cause its servicer to, service any Purchased Loan that is subject to Loss Mitigation in accordance with the terms of any such Loss Mitigation and the Applicable Requirements in all material respects. If the applicable Interim Servicer or Bank has commenced any Loss Mitigation process, and such Loss Mitigation process is ongoing as of the Servicing Transfer Date, and such Loss Mitigation process is identified to any Owner or Owner Representative pursuant to or in connection with the Conversion Plan, such Owner or Owner Representative shall, or shall cause its servicer to, continue such Loss Mitigation process until completion. (e) Each Owner shall be responsible for any required U.S. federal and other tax information reporting as set forth in Section 7.06(b) of the Purchase Agreement; provided, that each Interim Servicer and Bank shall cooperate and promptly provide such information reasonably requested by Owner Representative in order for such Owner to comply with its information reporting obligations.

Servicing of Loans. (a) Owner Purchaser covenants and agrees that from and after the Servicing Transfer Date it or its servicer shall service each Purchased Loan in accordance with, and Owner Purchaser and its servicer, employees, representatives or assignees shall comply, in all material respects with (Ai) the Evidences of Debt, as may have been amended by or reflected on the CML Servicing Systems or any Attorney Ledgers maintained with respect to such Purchased Loans and/or as the same may have been amended or modified by Purchaser and (Bii) all applicable Laws, except in each case for instances of non-compliance, omissions or inconsistencies (iA) of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report or (iiB) of the type that are consistent with such Interim ServicerSeller’s customary servicing practices with respect to such Purchased Loan. (b) Owner Purchaser acknowledges and agrees that certain of the Purchased Loans may be subject to Loss Mitigation. (c) Owner Purchaser covenants that it, or its servicer, as applicable, shall reasonably cooperate with each Seller and each Interim Servicer and Bank with respect to such Seller or Interim Servicer’s or Bank’s reporting or audit obligations and requests arising after the Servicing Transfer Date with respect to any Loss Mitigation or Law. Each Interim Servicer and Bank Seller covenants that it it, or its servicer, as applicable, shall reasonably cooperate with Owner Purchaser or its servicer with respect to OwnerPurchaser’s or such servicer’s audit obligations and requests arising after the Servicing Transfer Date with respect to any Law. (d) From and after the Servicing Transfer Date, Owner Purchaser shall, or shall cause its servicer to, service any Purchased Loan that is subject to Loss Mitigation in accordance with the terms of any such Loss Mitigation and the Applicable Requirements in all material respects. If the applicable Seller or the applicable Interim Servicer or Bank has commenced any Loss Mitigation process, and such Loss Mitigation process is ongoing as of the Servicing Transfer Date, and such Loss Mitigation process is identified to Owner pursuant to or in connection with the Conversion Plan, Owner Purchaser shall, or shall cause its servicer to, continue such Loss Mitigation process until completion. (e) Owner From and after the Servicing Transfer Date, Purchaser shall, or shall cause its servicer to: (i) permit Borrowers under any open-end Purchased PHL Loan to cancel and terminate such open-end Purchased PHL Loan at any time and adequately disclose to Borrowers under any open-end Purchased PHL Loan the procedures required to cancel and terminate such open-end Purchased PHL Loan; (ii) not charge any borrower a prepayment penalty for prepayment of any Purchased PHL Loan; (iii) separately identify on each monthly account statement delivered to any Borrower under a Purchased PHL Loan the amount, if any, of monthly credit insurance premium paid by such Borrower in connection with such Purchased PHL Loan; (iv) allocate all interest short amounts with respect to each Purchased PHL Loan into a deferred interest account; disclose any amount of deferred interest and any interest short as of the date of the last payment on each Borrower’s monthly billing statement for each Purchased PHL Loan; and allocate interest short with respect to each Purchased PHL Loan to the deferred interest account no less often than on a quarterly basis except to the extent that a full payment (or equivalent) must be responsible made in the quarter for the reallocation to occur; (v) not unilaterally convert Borrowers under the Purchased PHL Loans from bi-weekly payments to semi-monthly payments or otherwise change a Borrower’s payment date under any required U.S. Purchased PHL Loan without disclosing the new payment date and obtaining such Borrower’s consent; and (vi) provide payoff information to Borrowers under the Purchased PHL Loans or their authorized representatives on all underlying liens held by Purchaser, within five business days of a Borrower’s written request, or as specifically permitted by state or federal Law; and subject to applicable federal and state Laws, inform Borrowers under the Purchased PHL Loans that requests by mortgage brokers or other tax information reporting as set forth agents must be in Section 7.06(b) of writing and must include a written authorization from the Purchase Agreement; provided, that each Interim Servicer and Bank shall cooperate and promptly related Borrower to provide such information reasonably the requested by Owner in order for Owner to comply with its information reporting obligationsinformation.