Springleaf Mortgage Loan Trust 2013-2 - Standard and Poor's 17g-7

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2Table 1No. Benchmark TransactionRepresentations and warranties1 With respect to each Mortgage Loan, the Seller [Originator]hereby makes the following representations and warrantiesto the Purchaser on which the Purchaser specifically reliesin purchasing such Mortgage Loan. Such representationsand warranties speak as of the Funding Date unlessotherwise indicated, but shall survive any subsequenttransfer, assignment or conveyance of such MortgageLoans:2 No fraud, error, omission, misrepresentation, negligence orsimilar occurrence with respect to the Mortgage Loan hastaken place on the part of the Seller[Originator], theborrower, any guarantor, any co-borrower, the Servicer orany other Person, including, without limitation, anyappraiser, title company, closing or settlement agent,realtor, builder or developer or any other party involved inthe origination or sale of the Mortgage Loan or the sale ofthe Mortgaged Property, that would impair in any way therights of the Purchaser in the Mortgage Loan or MortgagedProperty or that violated applicable law;3 Any and all requirements of any federal, state or local lawincluding, without limitation, usury, truth-in-lending, realestate settlement procedures, consumer credit protection,equal credit opportunity, or disclosure laws applicable tothe mortgage loans have been complied with in all materialrespects.4 The information set forth in the mortgage loan schedule istrue and correct in all material respects.5 Each mortgage loan either (i) was underwritten inconformance with the originator‟s underwriting guidelines ineffect at the time of origination without regard to anyunderwriter discretion or (ii) if not underwritten inconformance with the originator‟s underwriting guidelines,has reasonable and documented compensating factors.The methodology used in underwriting the extension ofcredit for the mortgage loan includes objectiveEach Seller hereby represents and warrants,severally and not jointly, to the Purchaser as of theClosing Date, with respect to each Mortgage Loansold by such Seller as follows:No fraud, misrepresentation, material error oromission or gross negligence has taken place withrespect to the origination of any Mortgage Loan onthe part of the Seller, or, to the Seller‟s knowledge,the Mortgagor, any third party originator of anyMortgage Loan, any appraiser, any builder ordeveloper, any party involved in the application ofany insurance to the Mortgage Loan or any otherparty involved in the origination of the MortgageLoan.Any and all requirements of any applicable federal,state or local law including, without limitation, usury,truth in lending, real estate settlement procedures,consumer credit protection, predatory and abusivelending laws, equal credit opportunity, fair housingand disclosure laws or unfair and deceptivepractices laws applicable to the origination andservicing of mortgage loans of a type similar to theMortgage Loan including, without limitation, anyprovisions relating to prepayment penalties, havebeen complied with in all material respects and theconsummation of the transactions contemplatedhereby will not involve the violation of any such lawsor regulations.The information and descriptions concerning theMortgage Loan contained in the Mortgage LoanSchedule and the Private Placement Memorandumand the loan level data provided to the RatingAgency are true and correct in all material respectsas of the date or dates respecting which suchinformation is given. Except as otherwise indicatedthereon, no FICO score listed on the MortgageLoan Schedule was more than 180 days old as ofthe Closing Date. The information set forth on theMortgage Loan Schedule is consistent with thecontents of the related originator‟s records and theunderlying Mortgage Files.Other than Mortgage Loans acquired from thirdparties, each Mortgage Loan was underwritten insubstantial conformance to the applicableoriginator‟s then current underwriting guidelines atorigination or at time of acquisition, in each casesubject to reasonable exceptions thereto.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 2

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2Cut-off Date, no foreclosure action is currentlybeing threatened or has begun with respect to theMortgage Loan.9 The mortgage is a valid, subsisting, enforceable andperfected first lien on the mortgaged property, including allimprovements on the mortgaged property, subject only to(i) the lien of non-delinquent current real property taxes andassessments not yet due and payable; (ii) covenants,conditions and restrictions, rights of way, easements andother matters of public record as of the date of recordingwhich are acceptable to mortgage lending institutionsgenerally and either (A) which are referred to or otherwiseconsidered in the appraisal made for the originator of themortgage loan or (B) which do not adversely affect theappraised value (as evidenced by an appraisal referred toin such definition) of the mortgaged property; and (iii) othermatters to which like properties are commonly subject thatdo not materially interfere with the benefits of the securityintended to be provided by themortgage or the use, enjoyment, value or marketability ofthe related mortgaged property.The related Mortgage is a valid, subsisting,enforceable, and perfected first lien on all of theMortgaged Property, subject only to PermittedEncumbrances, if any, as described above. TheSeller is not aware of any mechanics‟ or similarliens or claims affecting the Mortgaged Propertythat have been filed for work, labor, or material (andno rights are outstanding that, under applicable law,could give rise to such liens) that are or may beliens prior to, or equal to or coordinate with, the lienof the Mortgage.10 Not included in the Benchmark. The Seller is the sole owner and holder of theMortgage Loan and the Mortgage Loan is notassigned or pledged to any other Person. TheSeller has good, indefeasible, and marketable titleto the Mortgage Loan and has full right to transfer,sell, and assign the Mortgage Loan to thePurchaser. The sale of the Mortgage Loan (x) fromthe prior owner (if any) of such Mortgage Loan tothe Seller and (y) from the Seller to the Purchaserin each case was in exchange for fair equivalentvalue, and such prior owner or the Seller, asapplicable, was solvent both prior to and after thetransfer of such Mortgage Loan and had sufficientcapital to pay and was able to pay its debts as theywould generally mature. Following the sale of theMortgage Loan to the Purchaser, the Purchaser willhold such Mortgage Loan free and clear of anyencumbrance, equity, participation interest, lien,pledge, charge, claim (including, but not limited to,any preference or fraudulent transfer claim), orsecurity interest except any such interest createdpursuant to or in accordance with the terms of thisAgreement.11 Not included in the Benchmark. The Mortgage Note (and, if applicable, any LostNote Affidavit) and the related Mortgage are originaland genuine and each is the legal, valid andbinding obligation of the maker thereof; each is freefrom all claims, defenses, rights of rescission, anydiscount, allowance, set-off, counterclaim,bankruptcy or other defenses or contingent liabilitywhich could adversely affect the collectability of therelated Mortgage Loan; and each is enforceable inall respects in accordance with its terms, except asenforceability may be limited by (i) bankruptcy,insolvency, liquidation, receivership, moratorium orother similar laws affecting the enforcement of therights of creditors and (ii) general principles ofequity, whether enforcement is sought in aproceeding in equity or at law.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 4

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-212 Not included in the Benchmark. The Mortgage Loan is covered by a title insurancepolicy (or in the case of any Mortgage Loan securedby a Mortgaged Property located in a jurisdictionwhere such policies are generally not available, anopinion of counsel of the type customarily renderedin such jurisdiction in lieu of title insurance) or othergenerally acceptable form of policy or insuranceissued by a title insurer insuring the originator, itssuccessors and assigns, as to the first priority lienof the Mortgage in the original principal amount ofthe Mortgage Loan. The assignment of suchmortgage title insurance policy does not require anyconsent of or notification to the insurer which hasnot been obtained or given, as applicable. Noclaims have been made under such title insurancepolicy, and neither the obligor under such titleinsurance policy nor the Primary Servicer (or therelated Servicer on its behalf) has done, by act oromission, anything that would impair coverage ofsuch title insurance policy.13 Not included in the Benchmark. The Mortgage Loan and each other agreementexecuted by a Mortgagor or other obligor inconnection with the Mortgage Loan is genuine, hasbeen duly and properly executed, and is the legal,valid, and binding obligation of the executor thereofand is enforceable in accordance with its terms,except as such enforcement may be limited bybankruptcy, insolvency, reorganization, or othersimilar laws affecting the enforcement of creditors'rights generally and by general equity principles(regardless of whether such enforcement isconsidered in a proceeding in equity or at law). Allparties to each Mortgage Loan and any such otheragreement had legal capacity to enter into theMortgage Loan and to execute and deliver theapplicable Mortgage Loan or such other agreement,as applicable.14 Not included in the Benchmark. Except as indicated in the Mortgage Loan Scheduleor Mortgage File, there is no material agreement orarrangement as to any Mortgage Loans with anyMortgagor regarding any variation of MonthlyPayments, finance charges, schedules of payment,or other charges due under any Mortgage Loan,and no Mortgagor has been released from itsliability or obligations under any Mortgage Loan, inwhole or in part, and no Mortgaged Property hasbeen released from any Mortgage Loan; none ofthe terms of any of the Mortgage Loans have beenotherwise impaired, amended, altered or modified inany way, except as reflected by a writing signed bythe Mortgagor in the Mortgage File.15 Not included in the Benchmark. No Mortgage Loan has been satisfied, cancelled,subordinated or rescinded in whole or in part.16 Not included in the Benchmark. The proceeds of each Mortgage Loan have beenfully disbursed to or for the account of the relatedMortgagor, and there is no requirement for futureadvances thereunder. All conditions precedent tothe disbursement of escrow funds relating to thecompletion of improvements have been satisfied.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 5

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-217 Not included in the Benchmark. Each Mortgage contains customary andenforceable provisions which render the rights andremedies of the holder thereof adequate to realizethe benefits of the security against the MortgagedProperty. Upon the foreclosure on, or trustee‟s saleof, the Mortgaged Property pursuant to the properprocedures, the holder of the Mortgage Loan will beable to deliver good and marketable title to theMortgaged Property. There is no homestead orother exemption available to a Mortgagor that wouldinterfere with the right to sell the MortgagedProperty at a trustee‟s sale or the right to forecloseon the Mortgage.18 Not included in the Benchmark. Each Mortgage Loan is secured by a first lien in theMortgaged Property which is free and clear of allprior encumbrances, evidenced by a Mortgage,deed of trust or deed to secure debt which hasbeen duly executed by the Mortgagor and, if sorequired by the Securitization Servicing Agreement,properly acknowledged and filed or recorded in theappropriate office for public recordation orotherwise perfected in accordance with applicablelaw, all applicable fees relating to such MortgageLoan have been paid; provided, that such first lienmay be subject to (1) the following permittedencumbrances (“Permitted Encumbrances”): (A)rights arising under the Securitization ServicingAgreement and (B) liens for real estate taxes andspecial government assessments not yet due andpayable, (C) covenants, conditions and restrictions,rights of way, easements and other matters ofpublic record as of the date of recording of theMortgage, such exceptions appearing of recordbeing reasonably acceptable to mortgage lendinginstitutions generally or specifically reflected in theappraisal made in connection with the origination ofthe Mortgage Loan and (D) other matters to whichlike properties are commonly subject which do not,individually or in the aggregate, materially interferewith (x) the benefits of the security intended to beprovided by the Mortgage, (y) the use, enjoyment,value or marketability of the related MortgagedProperty; or (z) the full right and authority to assignand transfer each Mortgage Loan, including theservicing rights relating thereto, and (2) otherexceptions that are customarily acceptable tolending institutions generally and do not affect thevalue or marketability of the Mortgaged Property orotherwise materially impair the Mortgage Loan.19 Not included in the Benchmark. The servicing and collection practices used by thePrimary Servicer (or the related Servicer on itsbehalf) with respect to the Mortgage Loans havebeen in all respects legal, proper, prudent andcustomary in the mortgage servicing business.While the Mortgage Loan has been serviced by thePrimary Servicer, (or the related Servicer on itsbehalf) it has been serviced in accordance with theterms of the Mortgage Note (as modified) or anyapplicable forbearance plan or bankruptcy plan.20 Not included in the Benchmark. The Mortgaged Property is insured by an insurerCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 6

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2against loss by fire and such hazards as arecovered under a standard extended coverageendorsement and the amount of such coverage isnot less than (a) the lesser of (x) 100% of theinsurable value of the Mortgaged Property and (y)the outstanding principal balance of the MortgageLoan or (b) the minimum amount necessary to fullycompensate for any damage or loss on areplacement cost basis. If the Mortgaged Propertyis a condominium unit, it is included under thecoverage afforded by a blanket policy. If anyportion of the related Mortgaged Property is in anarea identified by any governmental authority ashaving special flood hazards, the MortgagedProperty was, at origination, insured by a floodinsurance policy that met the then-currentguidelines of the Federal Insurance Administrationand the amount of such coverage was not less thanthe least of (i) the Unpaid Principal Balance of therelated Mortgage Loan, (ii) the replacement value ofthe improvements that are part of the MortgagedProperty, (iii) the maximum amount of insurancethat was available under the National FloodInsurance Act of 1968, as amended. The relatedMortgage obligates the Mortgagor to maintain allsuch insurance policies, and if the Mortgagor failsto do so, authorizes the Mortgagee to maintain suchinsurance at the Mortgagor‟s cost and expense andto seek reimbursement from the Mortgagor. To theSeller‟s knowledge, no Mortgagor, other obligatedparty with respect to the applicable Mortgage Loan,or any other Person, has engaged in any act oromission that would impair the coverage of anysuch insurance policy, the benefits of theendorsement provided for therein, or the validityand binding effect of either, including, withoutlimitation, the provision or receipt of any unlawfulfee, commission, kickback, or other compensationor value of any kind. The Seller is not aware of anyaction, inaction, or event has occurred and no stateof facts exists or has existed that has resulted orwill result in the exclusion from, denial of, ordefense to coverage under any such insurancepolices, regardless of the cause of such failure ofcoverage.21 Not included in the Benchmark. To the Seller‟s knowledge, all taxes; governmentalassessments; insurance premiums; water, sewer,and municipal charges; leasehold payments; orground rents that previously became due and owinghave been paid, or an escrow of funds has beenestablished in an amount sufficient to pay for everysuch item that remains unpaid and that has beenassessed but is not yet due and payable.22 Not included in the Benchmark. The Mortgaged Property consists of a fee simpleestate in real property.23 Not included in the Benchmark. All improvements that were considered indetermining the appraised value of the MortgagedProperty lie wholly within the boundaries andbuilding restriction lines of the Mortgaged Property.As of the date the Mortgage Loan was originated, toCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 7

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2the Seller‟s knowledge, no improvements onadjoining properties encroached upon theMortgaged Property, and no improvement locatedon or being part of the Mortgaged Property was inviolation of any applicable zoning and building law,ordinance, or regulation, and such representationsare currently true and correct.24 Not included in the Benchmark. At the time of origination, to the Seller‟s knowledge,all inspections, licenses, and certificates required tobe made or issued with respect to all occupiedportions of the Mortgaged Property and with respectto the use and occupancy thereof had been madeor obtained from the appropriate governmentalauthorities.25 Not included in the Benchmark. The Seller is not aware of any obligated partyhaving received notice from the Mortgagor, anygovernmental authority, or any other Person of anynoncompliance with any use or occupancy law,ordinance, regulation, standard, license, orcertificate with respect to the Mortgaged Property.26 Not included in the Benchmark. Each Mortgaged Property is located in the UnitedStates and consists of parcels of real property with,except in the case of Mortgage Loans secured byparcels of land only, improvements thereon whichmay include a detached home, townhouse,condominium unit or a unit in a planned unitdevelopment or, in certain cases, by co-op shares,leases or occupancy agreements.27 Not included in the Benchmark. The related Mortgage File contains each of thedocuments and instruments specified in thisAgreement. The Mortgage Note, the Mortgage, theAssignment of Mortgage, and any other MortgageLoan documents required to be delivered under theCustodial Agreement have been delivered to theCustodian. In the event the Mortgage is a deed oftrust, a trustee, authorized and duly qualified underapplicable law to serve as such, has been properlydesignated, is named in the Mortgage and currentlyso serves, and no fees or expenses are or willbecome payable by the Custodian or the Mortgagorto the trustee under the deed of trust, except inconnection with a trustee‟s sale after default by theMortgagor. For each Mortgage Loan, alldocuments necessary to foreclose on theMortgaged Property are included in the MortgageFiles delivered to the Custodian.28 Not included in the Benchmark. Except as otherwise noted on the Mortgage LoanSchedule, with respect to each Mortgage Loanwhose document type on the Mortgage LoanSchedule indicates documented income,employment and/or assets, the originator of suchMortgage Loan verified the Mortgagor‟s income,employment and/or assets, as applicable, inaccordance with its then-current underwritingguidelines and employed procedures reasonablydesigned to authenticate the documentationsupporting such income, employment, and/orassets in accordance with its then currentCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 8

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2underwriting guidelines.29 Not included in the Benchmark. Each Mortgage Loan is a “qualified mortgage” forREMIC purposes, within the meaning of Section860G(a)(3) of the Code.30 Not included in the Benchmark. With respect to each Mortgage Loan, the relatedMortgage contains an enforceable provision for theacceleration of the payment of the Unpaid PrincipalBalance of such Mortgage Loan in the event thatthe Mortgaged Property is sold or transferredwithout the prior written consent of the Mortgageethereunder.31 Not included in the Benchmark. Other than as set forth on the Mortgage LoanSchedule, none of the Mortgage Loans are subjectto the Home Ownership and Equity Protection Actof 1994.32 Not included in the Benchmark. Each Mortgage Loan had a loan-to-value ratio of100% or less as of its origination.33 Not included in the Benchmark. At the time of its origination, to the Seller‟sknowledge, the Mortgaged Property was incompliance with all then applicable environmentallaws pertaining to environmental hazards including,without limitation, asbestos.34 Not included in the Benchmark. No Mortgage Loan was 60 or more days delinquentusing Office of Thrift Supervision methodology as ofthe Cut-off Date and no Mortgage Loan was 60 ormore days delinquent using Office of ThriftSupervision methodology as of the last day of anyof the 12 calendar months preceding the ClosingDate, in each case other than as set forth on theMortgage Loan Schedule.35 Not included in the Benchmark. To the extent that any manufactured home isincluded as part of the Mortgaged Property, to theSeller‟s knowledge, such manufactured home is (1)together with the related land, subject to theMortgage, (2) deemed to be a part of the realproperty on which it is located pursuant to theapplicable law of the jurisdiction in which it islocated and (3) treated as a single-family residenceunder Section 25(e)(10) of the Code.36 Not included in the Benchmark. Unless otherwise notified, the Seller is not aware ofany pending action or proceeding directly involvingthe Mortgaged Property in which compliance withany environmental law, rule, or regulation is atissue. The Mortgage Loan is not subject to anydefense, and the applicable Mortgagor has notasserted any defense.37 Not included in the Benchmark. Except with respect to any Mortgage Loan subjectto HOEPA, no Mortgage Loan has a percentagelisted under the Rating Agency‟s Indicative LossSeverity Column; according to its criteria, S&P ratestransactions that include the Mortgage Loans, asreflected in the then-current version of S&P‟s Anti-Predatory Lending Law Update Table (included asCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 9

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2Appendix E of the U.S. Residential Mortgage InputFile Format, Glossary, And Appendices To TheGlossary For LEVELS), and no Mortgage Loanoriginated on or after Oct. 1, 2002, through March6, 2003 is governed by the Georgia Fair LendingAct.38 Not included in the Benchmark. The operation of the terms of the Mortgage Loandocuments, or the exercise of any rightsthereunder, will not render the Mortgage Loanunenforceable.39 Not included in the Benchmark. With respect to each Mortgage Loan, no portion ofthe loan proceeds has been escrowed for thepurpose of making Monthly Payments on behalf ofthe Mortgagor, and no payments due and payableunder the terms of the Mortgage Note andMortgage or deed of trust, except for seller orbuilder concessions, have been paid by any otherPerson (other than a guarantor) who was involvedin, or benefited from, the sale of the MortgagedProperty or the origination, refinancing, sale, orservicing of the Mortgage Loan.40 Not included in the Benchmark. As of the origination of the applicable MortgageLoan, the related Mortgagor was a natural personlegally permitted to reside in the United States.41 Not included in the Benchmark. Each of the Primary Servicer, the Servicers, theSub-Servicer and any originator or other servicer is(or, during the period in which it held and disposedof an interest in the Mortgage Loan or engaged inany activity with respect to the Mortgage Loan, was)duly licensed or approved and validly authorizedunder applicable law to originate, own, service, holdits interest in, or engage in activities with respect tosuch Mortgage Loan, or was exempt from suchlicensing or approval requirements.42 Not included in the Benchmark. A sampling of the Mortgage Pool was performed bya due-diligence provider reviewed by the RatingAgency and loan-level results were provided to theRating Agency consistent with its published criteriawith respect to due diligence reviews.43 Not included in the Benchmark. All loan variables and performance data fields sentto the Master Servicer, monthly for the transaction'slife, will be true and correct in all material respectsas of the date submitted.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 10

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2Enforcement mechanism(s)44 Upon discovery by the Depositor or the Seller[Originator] ofthe breach by the Seller[Originator] of any representationor warranty under the Mortgage Loan Purchase and SaleAgreement in respect of any Mortgage Loan, whichmaterially adversely affects the value of that MortgageLoan or the interest therein of the Certificate holders (a“Defective Mortgage Loan”) (each of such parties herebyagreeing to give written notice thereof to the Trustee andthe other of such parties), the Trustee, or its designee,shall promptly notify the Depositor in writing of such breachand request that the Depositor cure or cause the cure ofsuch breach within 90 days from the earlier of the date thatthe Depositor discovered or was notified of such breach,and if the Depositor does not cure or cause the cure ofsuch breach in all material respects during such period, theTrustee shall enforce the Seller‟s[Originator‟s] obligationunder the Mortgage Loan Purchase and Sale Agreement torepurchase that Mortgage Loan from the Trust Fund at thePurchase Price on or prior to the Determination Datefollowing the expiration of such 90 day period; provided,however, that, in connection with any such breach thatcould not reasonably have been cured within such 90-dayperiod, the Seller[Originator] shall be required torepurchase the Mortgage Loan no later than 90 days afterits discovery or notice of such breach, and provided further,that, if such breach would cause the Mortgage Loan to beother than a “qualified mortgage” (as defined in the Code),then notwithstanding the previous provisions of thisparagraph, the Seller[Originator] shall be required torepurchase the Defective Mortgage Loan within 90 daysfrom the date the defect was discovered.45 The Purchase Price for the repurchased Mortgage Loanshall be deposited in the Distribution Account, and theTrustee, or its designee, upon receipt of written certificationof such deposit, shall release to the Seller[Originator], therelated Trustee Mortgage File and shall execute and deliversuch instruments of transfer or assignment, in each casewithout recourse, representation or warranties, as eitherparty shall furnish to the Trustee and as shall be necessaryto vest in such party any Mortgage Loan released pursuantUpon the discovery or receipt of notice by theIndenture Trustee, the Purchaser, the PrimaryServicer, the Servicers, the Sub-Servicer or theCustodian of a breach of any representation orwarranty contained in Section 7(a) (other than abreach of any representation or warranty regardingthe completeness of the Mortgage File or theaccuracy of the Mortgage Loan documentscontained therein) by any Seller with respect to aMortgage Loan sold to the Purchaser by such Sellerwhich such breach materially and adversely affectsthe interests of the Noteholders in such MortgageLoan, the party discovering or receiving notice ofsuch breach shall give prompt written notice thereofto the applicable Seller and, to the IndentureTrustee, the Purchaser, the Primary Servicer, theapplicable Servicer, the Sub-Servicer and theCustodian (to the extent such party is not thediscovering or notified party). Within 120 days fromthe date on which the breaching Seller is notified ofsuch breach by the party discovering or receivingnotice of such breach, the breaching Seller shalleither (1) cure such breach in all material respects,(2) substitute a Substitute Mortgage Loan for theaffected Mortgage Loan (provided however, thatsuch substitution must occur within two years of theClosing Date) or (3) purchase the affectedMortgage Loan at the applicable Repurchase Price.For the avoidance of doubt, the obligations of thebreaching Seller to cure, substitute or purchase theaffected Mortgage Loan shall constitute the soleand exclusive remedy under this Agreement orotherwise respecting a breach of representations orwarranties hereunder with respect to the breachingSeller and the affected Mortgage Loan. Withrespect to the representations and warrantiescontained herein that are made to the knowledge orthe best knowledge of the related Seller or as towhich such Seller has no knowledge, if it isdiscovered that the substance of any suchrepresentation and warranty is inaccurate and theinaccuracy materially and adversely affects theinterests of the Noteholders in such Mortgage Loan,then notwithstanding such Seller‟s lack ofknowledge with respect to the substance of suchrepresentation and warranty being inaccurate at thetime the representation and warranty was made,such inaccuracy shall be deemed a breach of theapplicable representation and warranty and theapplicable Seller shall take such action asdescribed in this Section 7(c) in respect of suchMortgage Loan.Not included in the Transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 11

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2hereto and the Trustee, or its designee, shall have nofurther responsibility with regard to such Trustee MortgageFile (it being understood that the Trustee shall have noresponsibility for determining the sufficiency of suchassignment for its intended purpose). It is understood andagreed that the obligation of the Seller[Originator] to cure,to cause the cure of or to repurchase any Mortgage Loanas to which such a breach has occurred and is continuingshall constitute the sole remedy against the such partyrespecting such omission, defect or breach available to theTrustee on behalf of the Certificate holders. Costs andexpenses incurred by the Trustee pursuant to this Section#, to the extent not reimbursed by the Seller[Originator],shall be reimbursed by the Trust Fund, subject to thelimitation in clause # of the definition of AvailableDistribution Amount. The Trustee hereby directs the MasterServicer, and the Master Servicer hereby accepts suchdirection, to pursue any such claim in accordance with thisSection # on behalf of the Trustee.46 The Seller[Originator] indemnifies and holds the TrustFund, the Trustee, the Master Servicer, the SecuritiesAdministrator, the Depositor and each Certificate holderharmless against any and all taxes, claims, losses,penalties, fines, forfeitures, reasonable legal fees andrelated costs, judgments, and any other costs, fees andexpenses that the Trust Fund, the Trustee, the MasterServicer, the Securities Administrator, the Depositor andany Certificate holder may sustain in connection with anyactions of the Seller[Originator] relating to a repurchase ofa Mortgage Loan other than in compliance with the termsof this Section # and the Mortgage Loan Purchase andSale Agreement, to the extent that any such action causesan Adverse REMIC Event.Not included in the TransactionCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 12

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2Table 2No. Benchmark TransactionRepresentations and warranties47 Title and Mortgage Loan Schedule. [Seller/Intermediary]represents and warrants to, and agrees with, [Depositor]that (i) on the Closing Date, [Seller/Intermediary] willhave good, valid and marketable title to the mortgageloans identified on Schedule A hereto (the “MortgageLoans”), in each case free and clear of all liens,mortgages, deeds of trust, pledges, security interests,charges, encumbrances or other claims; (ii) upontransfer to [Depositor], [Depositor] will receive good,valid and marketable title to all of the Mortgage Loans, ineach case free and clear of any liens, mortgages, deedsof trust, pledges, security interests, charges,encumbrances or other claims; and (iii) as to eachMortgage Loan, as of the date on which[Seller/Intermediary] purchased such Mortgage Loanfrom [Originator(s)], as applicable (each, an“Originator”), the information set forth in the MortgageLoan Schedule in the fields identified as “DocumentType,” “Monthly Income” and “Assets Verified” iscomplete, true and correct in all material respects.48 [Seller/Intermediary] hereby represents and warrants forthe benefit of [Depositor] and the Trustee (as defined inthe Pooling and Servicing Agreement, dated as of # (asin effect on the date of execution hereof, the “Poolingand Servicing Agreement”) among [Depositor], asdepositor, [master servicer/securities administrator], asmaster servicer and securities administrator, and[trustee], as trustee) (as assignee of [Depositor]): (i) thisAgreement creates a valid and continuing securityinterest (as defined in the applicable UCC) in theMortgage Loans in favor of [Depositor], which securityinterest is prior to all other Liens, and is enforceable assuch as against creditors of and purchasers from[Seller/Intermediary]; (ii) the Mortgage Notes constitute“instruments” within the meaning of the applicable UCC.(iii) [Seller/Intermediary], immediately prior to its transferof Mortgage Loans under this Agreement, will own andhave good, valid and marketable title to the MortgageLoans free and clear of any Lien, claim or encumbranceof any Person; (iv) [Seller/Intermediary] has received allconsents and approvals required by the terms of theMortgage Loans to the sale of the Mortgage Loanshereunder to [Depositor]; (v) all original executed copiesof each Mortgage Note that constitute or evidence theMortgage Loans have been delivered to the Custodian(as assignee of [Depositor]); (vi) [Seller/Intermediary]has received a written acknowledgment from theCustodian that such Custodian is holding the MortgageNotes that constitute or evidence the Mortgage Loanssolely on behalf and for the benefit of [Depositor]or itsassignee. (vii) other than the security interest granted to[Depositor] pursuant to this Agreement and securityinterests granted to lenders which will be automaticallyreleased on the Closing Date, [Seller/Intermediary] hasnot pledged, assigned, sold, granted a security interestin, or otherwise conveyed any of the Mortgage Loans;The Seller is the sole owner and holder of theMortgage Loan and the Mortgage Loan is notassigned or pledged to any other Person. The Sellerhas good, indefeasible, and marketable title to theMortgage Loan and has full right to transfer, sell, andassign the Mortgage Loan to the Purchaser. Thesale of the Mortgage Loan (x) from the prior owner (ifany) of such Mortgage Loan to the Seller and (y) fromthe Seller to the Purchaser in each case was inexchange for fair equivalent value, and such priorowner or the Seller, as applicable, was solvent bothprior to and after the transfer of such Mortgage Loanand had sufficient capital to pay and was able to payits debts as they would generally mature. Followingthe sale of the Mortgage Loan to the Purchaser, thePurchaser will hold such Mortgage Loan free andclear of any encumbrance, equity, participationinterest, lien, pledge, charge, claim (including, but notlimited to, any preference or fraudulent transferclaim), or security interest except any such interestcreated pursuant to or in accordance with the termsof this Agreement.Not included in the TransactionCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 13

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2[Seller/Intermediary] has not authorized the filing of andis not aware of any financing statements against it thatinclude a description of collateral covering the MortgageLoans other than any financing statement relating to thesecurity interest granted to [Depositor]hereunder or thatwill be automatically released upon the sale to[Depositor]; (viii) [Seller/Intermediary] is not aware of anyjudgment or tax lien filing against itself; and (ix) none ofthe Mortgage Notes that constitute or evidence theMortgage Loans have any marks or notations indicatingthat they have been pledged, assigned or otherwiseconveyed to any Person other than [Depositor].Enforcement mechanism(s)49 Repurchase Obligation. In the event of a breach of anyof the representations and warranties of[Seller/Intermediary] specified in this Section # thatmaterially adversely affects the value of a MortgageLoan or the interest therein of the Certificate holders (asassignees of [Depositor]), [Seller/Intermediary] willrepurchase such Mortgage Loan pursuant to Section #of the Pooling and Servicing Agreement.50 Binding upon Successors, Etc. This Agreement shallbind and inure to the benefit of and be enforceable by[Seller/Intermediary] and [Depositor], and the respectivesuccessors and assigns thereof. The parties heretoacknowledge that [Depositor] is acquiring the MortgageLoans for the purpose of selling, transferring, assigning,setting over and otherwise conveying them to theTrustee, pursuant to the Pooling and ServicingAgreement. [Seller/Intermediary] acknowledges andconsents to the assignment to the Trustee by [Depositor]of all of [Depositor‟s] rights against [Seller/Intermediary]hereunder in respect of the Mortgage Loans sold to[Depositor] and that the enforcement or exercise of anyright or remedy against [Seller/Intermediary] hereunderby the Trustee or to the extent permitted under Section #of the Pooling and Servicing Agreement shall have thesame force and effect as if enforced and exercised by[Depositor], directly.Upon the discovery or receipt of notice by theIndenture Trustee, the Sellers, the Purchaser, thePrimary Servicer, the Servicers or the Sub-Servicer ofa breach of any representation or warranty containedin Section 8 by any Seller, the party discovering orreceiving notice of such breach shall give promptwritten notice thereof to the applicable Seller and, tothe Indenture Trustee, the Purchaser, the PrimaryServicer, the Servicers and the Sub-Servicer (to theextent such party is not the discovering or notifiedparty). Within 120 days from the date on which thebreaching Seller is notified of such breach by theparty discovering or receiving notice of such breach,the breaching Seller shall cure such breach in allmaterial respects.This Agreement shall bind and inure to the benefit ofand be enforceable by each Seller and the Purchaserand their respective permitted successors andassigns. Each Seller and the Guarantoracknowledges the ultimate assignment of thePurchaser‟s rights hereunder to the IndentureTrustee on behalf of the Noteholders and that therepresentations, warranties and agreements made bysuch Seller and the Guarantor in this Agreement maybe enforced directly by the Indenture Trustee, onbehalf of the Noteholders, against such Seller or theGuarantor, as applicable, as if it were a party hereto.Table 3No. Benchmark TransactionRepresentations and warranties51 The Master Servicer hereby represents and warrantsto the Depositor, the Securities Administrator (to theextent that the Master Servicer and the SecuritiesAdministrator are not the same Person) and theTrustee, for the benefit of the Certificate holders, asof the Closing Date that:The Master Servicer represents, warrants andcovenants to the Issuer, the Primary Servicer andthe Indenture Trustee as of the date of thisAgreement:52 It is validly existing and in good standing under the The Master Servicer is a national bankingCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 14

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2laws of the United States of America as a nationalbanking association, and as Master Servicer has fullpower and authority to transact any and all businesscontemplated by this Agreement and to execute,deliver and comply with its obligations under theterms of this Agreement, the execution, delivery andperformance of which have been duly authorized byall necessary corporate action on the part of theMaster Servicer53 The execution and delivery of this Agreement by theMaster Servicer and its performance and compliancewith the terms of this Agreement will not (A) violatethe Master Servicer‟s charter or bylaws, (B) violateany law or regulation or any administrative decree ororder to which it is subject or (C) constitute a default(or an event which, with notice or lapse of time, orboth, would constitute a default) under, or result inthe breach of, any material contract, agreement orother instrument to which the Master Servicer is aparty or by which it is bound or to which any of itsassets are subject, which violation, default or breachwould materially and adversely affect the MasterServicer‟s ability to perform its obligations under thisAgreement.54 This Agreement constitutes, assuming dueauthorization, execution and delivery hereof by theother respective parties hereto, a legal, valid andbinding obligation of the Master Servicer, enforceableagainst it in accordance with the terms hereof, exceptas such enforcement may be limited by bankruptcy,insolvency, reorganization, moratorium and otherlaws affecting the enforcement of creditors‟ rights ingeneral, and by general equity principles (regardlessof whether such enforcement is considered in aproceeding in equity or at law).55 The Master Servicer is not in default with respect toany order or decree of any court or any order orregulation of any federal, state, municipal orgovernmental agency to the extent that any suchdefault would materially and adversely affect itsperformance hereunder.association duly organized, validly existing and ingood standing under the laws of the UnitedStates of America and has all licenses necessaryto carry on its business as now being conductedand is licensed, qualified and in good standing ineach of the states where a Mortgaged Propertysecuring a Mortgage Loan is located if the laws ofsuch state require licensing or qualification inorder to conduct business of the type conductedby the Master Servicer. The Master Servicer haspower and authority to execute and deliver thisAgreement and to perform in accordanceherewith; the execution, delivery andperformance of this Agreement (including allinstruments of transfer to be delivered pursuantto this Agreement) by the Master Servicer and theconsummation of the transactions contemplatedhereby have been duly and validly authorized.The consummation of the transactionscontemplated by this Agreement are in theordinary course of business of the MasterServicer and will not result in the breach of anyterm or provision of the articles of association orby-laws of the Master Servicer or result in thebreach of any term or provision of, or conflict withor constitute a default under or result in theacceleration of any obligation under, anyagreement, indenture or loan or credit agreementor other instrument to which the Master Serviceror its property is subject, or result in the violationof any law, rule, regulation, order, judgment ordecree to which the Master Servicer or itsproperty is subject.This Agreement, assuming due authorization,execution and delivery by the other partieshereto, constitutes the valid and bindingobligation of the Master Servicer, enforceableagainst the Master Servicer in accordance with itsterms, subject to applicable law and except asenforceability may be limited by (A) bankruptcy,insolvency, liquidation, receivership, moratorium,reorganization or other similar laws affecting theenforcement of the rights of creditors and (B)general principles of equity, whether enforcementis sought in a proceeding in equity or at law. Allrequisite corporate action has been taken by theMaster Servicer to make this Agreement validand binding upon the Master Servicer inaccordance with its terms.There is no action, suit, proceeding orinvestigation pending or, to the best knowledge ofthe Master Servicer, threatened against theMaster Servicer which, either individually or in theaggregate, would result in any material adversechange in the business, operations, financialcondition, properties or assets of the MasterServicer, or in any material impairment of theright or ability of the Master Servicer to carry onits business substantially as now conducted orwhich would draw into question the validity of thisCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 15

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2Agreement or the Mortgage Loans or of anyaction taken or to be taken in connection with theobligations of the Master Servicer contemplatedherein, or which would materially impair the abilityof the Master Servicer to perform under the termsof this Agreement.56 The Master Servicer is not a party to or bound by anyagreement or instrument or subject to any charterprovision, bylaw or any other corporate restriction orany judgment, order, writ, injunction, decree, law orregulation that may materially and adversely affect itsability as Master Servicer to perform its obligationsunder this Agreement or that requires the consent ofany third person to the execution of this Agreementor the performance by the Master Servicer of itsobligations under this Agreement.No consent, approval, authorization or order ofany court or governmental agency or body isrequired for the execution, delivery andperformance by the Servicer of, or compliance bythe Servicer with, this Servicing Agreement or theconsummation of the transactions contemplatedby this Servicing Agreement, except for suchconsents, approvals, authorizations or orders, ifany, that have been obtained prior to the date ofthis Servicing Agreement;57 No litigation is pending or, to the best of the MasterServicer‟s knowledge, threatened against the MasterServicer which would prohibit its entering into thisAgreement or performing its obligations under thisAgreement.58 The Master Servicer, or an affiliate thereof theprimary business of which is the servicing ofconventional residential mortgage loans, is a FannieMae- or Freddie Mac-approved seller/servicer.59 No consent, approval, authorization or order of anycourt or governmental agency or body is required forthe execution, delivery and performance by theMaster Servicer of or compliance by the MasterServicer with this Agreement or the consummation ofthe transactions contemplated by this Agreement,except such consents, approvals, authorizations andorders (if any) as have been obtained.60 The consummation of the transactions contemplatedby this Agreement are in the ordinary course ofbusiness of the Master Servicer.There is no action, suit, proceeding orinvestigation pending or, to the best knowledge ofthe Master Servicer, threatened against theMaster Servicer which, either individually or in theaggregate, would result in any material adversechange in the business, operations, financialcondition, properties or assets of the MasterServicer, or in any material impairment of theright or ability of the Master Servicer to carry onits business substantially as now conducted orwhich would draw into question the validity of thisAgreement or the Mortgage Loans or of anyaction taken or to be taken in connection with theobligations of the Master Servicer contemplatedherein, or which would materially impair the abilityof the Master Servicer to perform under the termsof this Agreement.Not included in the TransactionNo consent, approval, authorization or order isrequired for the transactions contemplated by thisAgreement from any court, governmental agencyor body, or federal or state regulatory authorityhaving jurisdiction over the Master Servicer or, ifrequired, such consent, approval, authorization ororder has been or will, prior to the Closing Date,be obtained.The consummation of the transactionscontemplated by this Agreement are in theordinary course of business of the MasterServicerCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 16

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2Enforcement mechanism(s)61 [T]he Master Servicer shall indemnify the Depositor,the Securities Administrator (to the extent that theMaster Servicer and the Securities Administrator arenot the same Person) and the Trustee and hold themharmless against any loss, damages, penalties,fines, forfeitures, legal fees and related costs,judgments, and other costs and expenses resultingfrom any claim, demand, defense or assertion basedon or grounded upon, or resulting from, a materialbreach of the Master Servicer‟s representations andwarranties contained in Section # or any failure bythe Master Servicer to deliver any information, report,certification, accountants‟ letter or other materialwhen and as required under this Agreement. It isunderstood and agreed that the enforcement of theobligation of the Master Servicer set forth in thisSection to indemnify the Depositor, the SecuritiesAdministrator and the Trustee as provided in thisSection # constitutes the sole remedy (other than asset forth in Section #) of the Depositor, the SecuritiesAdministrator and the Trustee, respecting a breach ofthe foregoing representations and warranties. Suchindemnification shall survive any termination of theMaster Servicer as Master Servicer hereunder, andany termination of thisAgreement.62 If an Event of Default described in clauses # through# of this Section shall occur, then, in each and everycase, subject to applicable law, so long as any suchEvent of Default shall not have been remedied withinany period of time as prescribed by this Section, theTrustee, by notice in writing to the Master Servicermay, and, if so directed in writing by Certificateholders evidencing either (i) more than 50% of theClass Principal Amount (or Class Notional Amount)of each Class of Certificates, or (ii) 50% of theaggregate Class Principal Amount of the SubordinateCertificates, or upon the occurrence of an Event ofDefault described in clause # of this Section, shall,terminate all of the rights and obligations of theMaster Servicer hereunder and in and to theMortgage Loans and the proceeds thereof; provided,however, that in the case of the preceding clause (ii),the Trustee shall provide written notice to all of theCertificate holders within two Business Days ofreceiving such direction and shall not terminate theMaster Servicer if, within 30 days of sending suchwritten notice, the Trustee has received contraryinstructions from Certificate holders evidencing morethan 50% of the Aggregate Voting Interests of theCertificate holders.The Master Servicer shall indemnify the Issuer,the Indenture Trustee, the Primary Servicer andthe Owner Trustee and each of their directors,officers, employees or agents and hold themharmless against any and all claims, losses,damages, penalties, fines, forfeitures, reasonableand necessary legal fees and related costs,judgments, and any other costs, fees andexpenses that any of them may sustain related toa material failure of the Master Servicer toperform any of its obligations set forth in thisSection 3.01(a).The occurrence and continuance of any one ofthe following events with respect to the MasterServicer shall constitute a “Master Servicer Eventof Default”:(i) any failure by the Master Servicer to remitamounts to the Paying Agent for deposit into thePayment Account in the amount and mannerprovided herein so as to enable the Paying Agentto make payments to the Noteholders required tobe made under the terms of such Notes and theIndenture which continues unremedied by 12:00P.M. New York time on the related Payment Date;or(ii) any failure on the part of the Master Servicerduly to observe or perform in any material respectany other covenants or agreements of the MasterServicer set forth in this Agreement, whichcovenants and agreements continue unremediedfor a period of 30 days after the date on whichwritten notice of such failure, requiring the sameto be remedied, shall have been given to theMaster Servicer by the Indenture Trustee, thePrimary Servicer or the Issuer, or to the MasterServicer, the Primary Servicer, the Issuer and theIndenture Trustee by the Noteholders holding notless than 25% of the Outstanding Amount of allNotes; or(iii) the entry of a decree or order by a court oragency or supervisory authority havingjurisdiction in the premises for the appointment ofa conservator, receiver or liquidator in anyinsolvency, readjustment of debt, marshalling ofCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 17

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2assets and liabilities or similar proceedingsagainst the Master Servicer, or for the winding upor liquidation of the Master Servicer‟s affairs, andthe continuance of any such decree or orderunstayed and in effect for a period of 60consecutive days; or(iv) the consent by the Master Servicer to theappointment of a conservator or receiver orliquidator in any insolvency, readjustment of debt,marshalling of assets and liabilities or similarproceedings of or relating to the Master Serviceror of or relating to substantially all of its property;or the Master Servicer shall admit in writing itsinability to pay its debts generally as they becomedue, file a petition to take advantage of anyapplicable insolvency or reorganization statute,make an assignment for the benefit of itscreditors, or voluntarily suspend payment of itsobligations.63 On or after the receipt by the Master Servicer of suchwritten notice, all authority and power of the MasterServicer, and only in its capacity as Master Servicerunder this Agreement, whether with respect to theMortgage Loans or otherwise, shall pass to and bevested in the Trustee; and the Trustee is herebyauthorized and empowered to execute and deliver,on behalf of the defaulting Master Servicer asattorney-in-fact or otherwise, any and all documentsand other instruments, and to do or accomplish allother acts or things necessary or appropriate toeffect the purposes of such notice of termination,whether to complete the transfer and endorsement orassignment of the Mortgage Loans and relateddocuments orotherwise.64 The defaulting Master Servicer agrees to cooperatewith the Trustee and the Securities Administrator ineffecting the termination of the defaulting MasterServicer‟s responsibilities and rights hereunder asMaster Servicer including, without limitation, notifyingServicers of the assignment of the master servicingfunction and providing the Trustee or its designee alldocuments and records in electronic or other formreasonably requested by it to enable the Trustee orits designee to assume the defaulting MasterServicer‟s functions hereunder and the transfer to theTrustee for administration by it of all amounts whichshall at the time be or should have been depositedby the defaulting Master Servicer in the DistributionAccount and any other account or fund maintainedwith respect to the Certificates or thereafter receivedwith respect to the Mortgage Loans.On or after the receipt by the Master Servicer ofsuch written notice and subject to Section 8.01,all authority and power of the Master Servicerunder this Agreement, whether with respect to theNotes or the Mortgage Loans or otherwise,immediately (and without further action) shallpass to and be vested in the Indenture Trustee assuccessor master servicer pursuant to and underthis Section 7.01 and Section 8.01, and, withoutlimitation, the Indenture Trustee is herebyauthorized and empowered to execute anddeliver, on behalf of the Master Servicer, asattorney-in-fact or otherwise, any and alldocuments and other instruments, and to do oraccomplish all other acts or things necessary orappropriate to effect the purposes of such noticeof terminationThe Master Servicer agrees to cooperate with theIndenture Trustee (and any other entity appointedas successor master servicer pursuant to Section8.01(c)) in effecting the termination of theresponsibilities and rights of the Master Servicerhereunder, including, without limitation, thetransfer to the Indenture Trustee or othersuccessor master servicer for the administrationby it of all cash amounts that have beendeposited by the Master Servicer in the MasterServicer Collection Account or thereafter receivedby the Master Servicer with respect to theMortgage Loans.The language in Standard & Poor‟s Ratings Services‟ 17g-7 Benchmark reflects representations, warranties andenforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type ofsecurity. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbershave been replaced by a number symbol (Example: „Section 5‟ now reads as „Section #‟). Proper nouns have been replacedwith the bracketed name of the role the entity plays in the transaction (Example: „ABC Corp‟ now reads as [Seller]). NumbersCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 18

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2or amounts specific to a deal have been replaced with a number symbol (Example: „more than 30%‟ now reads as „morethan #%‟). Non-numerical characteristics have been replaced by a generic description (Example: „financing of agriculturaland construction equipment‟ now reads as „financing of [type of] equipment‟).This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 19

U.S. RMBS Mortgage Lien Standard & Poor's Ratings Services 17g-7 Disclosure Report: Springleaf Mortgage Loan Trust 2013-2DisclaimerCopyright © 2013 by Standard & Poor‟s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses and data, model, software or other application or outputtherefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any formby any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor‟sFinancial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful orunauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders,employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness oravailability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise),regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance ofany data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALLEXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS,SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT‟S FUNCTIONING WILL BE UNINTERRUPTED ORTHAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no eventshall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive,special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost incomeor lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content evenif advised of the possibility of such damages.Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as ofthe date they are expressed and not statements of fact. S&P‟s opinions, analyses and rating acknowledgmentdecisions (described below) are not recommendations to purchase, hold, or sell any securities or to make anyinvestment decisions, and do not address the suitability of any security. S&P assumes no obligation to update theContent following publication in any form or format. The Content should not be relied on and is not a substitute forthe skill, judgment and experience of the user, its management, employees, advisors and/or clients when makinginvestment and other business decisions. S&P does not act as a fiduciary or an investment advisor except whereregistered as such. While S&P has obtained information from sources it believes to be reliable, S&P does notperform an audit and undertakes no duty of due diligence or independent verification of any information it receives.To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued inanother jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend suchacknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of theassignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged tohave been suffered on account thereof.S&P keeps certain activities of its business units separate from each other in order to preserve the independenceand objectivity of their respective activities. As a result, certain business units of S&P may have information that isnot available to other S&P business units. S&P has established policies and procedures to maintain theconfidentiality of certain non-public information received in connection with each analytical process.S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters ofsecurities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings andanalyses are made available on its Web sites, www.standardandpoors.com (free of charge), andwww.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means,including via S&P publications and third-party redistributors. Additional information about our ratings fees is availableat www.standardandpoors.com/usratingsfees.STANDARD & POOR‟S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks ofStandard & Poor‟s Financial Services LLC.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 20