Common use of Improper Loans Clause in Contracts

Improper Loans. If either Lender or Servicer becomes aware of an Improper Loan, it shall provide notice of such Improper Loan to the other Party, and Servicer shall either, in its discretion, (a) cure the circumstance causing the applicable Loan to be an Improper Loan within 30 days of such notice or (b) shall purchase (or cause its designee to purchase) from Lender such Improper Loan by paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing Agreement), and in connection therewith Lender shall assign its entire right, title and interest in such Improper Loan to Servicer (or its designee) and the servicing of such Improper Loan shall be released from the servicing under the Servicing Agreement; provided, however, Lender’s obligation to sell an Improper Loan to Servicer’s designee pursuant to this Section 2.07 shall be subject to Lender’s compliance with any applicable legal or regulatory requirements in respect of such proposed designee (including, without limitation, any applicable “know your customer” and similar requirements). Notwithstanding the foregoing, if Servicer does not possess the licenses necessary to own such Improper Loan and such Improper Loan and Lender’s ownership thereof does not violate applicable Law, then Lender instead shall grant solely to Servicer (and not its designee) an Economic Participation in such Improper Loan in exchange for Servicer paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Economics Agreement), and if Servicer later obtains the licenses necessary to own such Improper Loan then Lender shall, upon Servicer’s request, transfer Lender’s legal title to such Improper Loan to Servicer and the servicing of such Improper Loan shall be released from the servicing under the Servicing Agreement.

Improper Loans. If either Lender or To the extent Servicer becomes aware of an Improper Loanmaintains licenses necessary to own such Loans, it shall provide notice of such Improper Loan to the other Party, and Servicer shall either, in its discretion, (a) cure the circumstance causing the applicable purchase from Lender any Loan found to be an Improper Loan within 30 days improperly, illegally or fraudulently originated, or originated in violation of such notice Applicable Law or (b) shall purchase (or cause its designee to purchase) from Lender such Improper Loan the terms of this Origination Agreement, by paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing AgreementAgreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith therewith; provided, however, that as a condition to such purchase, Lender shall assign its entire right, title and interest in such Improper Loan to Servicer (improperly, illegally or its designee) and the servicing of such Improper Loan shall be released from the servicing under the Servicing Agreement; provided, however, Lender’s obligation to sell an Improper fraudulently originated or violative Loan to Servicer’s designee pursuant to this Section 2.07 shall be subject to Lender’s compliance with any applicable legal or regulatory requirements in respect of such proposed designee (including, without limitation, any applicable “know your customer” and similar requirements). Notwithstanding To the foregoing, if extent Servicer does not possess maintain the necessary licenses necessary to own such Improper Loan and such Improper Loan and Lender’s ownership thereof does not violate applicable LawLoans, then Lender instead shall grant solely to Servicer (and not its designee) an Economic Participation in all such Improper Loan in exchange Loans for Servicer paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Economics AgreementServicing Agreement or otherwise), and if all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, that, to the extent Servicer later obtains the necessary licenses necessary to own any such Improper Loan then Loan, Lender shall, upon Servicer’s requestrequest and at no additional cost, transfer Lender’s legal title to such Improper a Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any such transfer or Economic Participation shall be without representation, warranty or recourse of any kind, other than that the servicing Loans are owned by Lender free and clear of any Liens on the effective date of transfer. Servicer shall not further transfer any Economic Participation it owns in a Loan (in whole or in part) without Lender’s prior written consent; provided, that Servicer may transfer any Economic CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Improper Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.06 (including Lender’s consent requirements, if applicable), Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be released from the servicing under the Servicing Agreementpursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender. Nothing in this Section 2.06 shall be interpreted to limit any other legal or equitable rights or remedies available to Lender against Servicer or any third party.

Improper Loans. If either Lender or Servicer becomes aware of an Improper Loan, it shall provide notice of such Improper Loan to the other Party, and Servicer shall eitherServicer, in its discretion, shall either (a) cure the circumstance causing the applicable Loan to be an Improper Loan within 30 days of such notice or (b) shall purchase (or cause its designee to purchase) from Lender such Improper Loan by paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing AgreementAgreement or otherwise), and in connection therewith Lender shall assign its entire right, title and interest in such Improper Loan to Servicer (or its designee) and the servicing of such Improper Loan shall be released from the servicing under the Servicing Agreement; provided, however, Lender’s obligation to sell an Improper Loan to Servicer’s designee pursuant to this Section 2.07 shall be subject to Lender’s compliance with any applicable legal or regulatory requirements in respect of such proposed designee (including, without limitation, any applicable “know your customer” and similar requirements). Notwithstanding the foregoing, if Servicer (or its designee) does not possess the licenses necessary to own such Improper Loan and such Improper Loan and Lender’s ownership thereof does not violate applicable LawLoan, then Lender instead shall grant solely to Servicer (and not or its designee) an Economic Participation in such Improper Loan in exchange for Servicer (or its designee) paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Economics AgreementServicing Agreement or otherwise), and if Servicer (or its designee) later obtains the licenses necessary to own such Improper Loan then Lender shall, upon Servicer’s requestrequest and at no additional cost, transfer Lender’s legal title to such Improper Loan to Servicer (or its designee). Servicer (or its designee) may Exhibit 10.18 CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED further assign any Economic Participation it holds in an Improper Loan, and the servicing of Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to such Improper Loan shall be released from the servicing under the Servicing Agreementto such transferee.

Improper Loans. If either Lender or To the extent Servicer becomes aware of an Improper Loanmaintains licenses necessary to own such Loans, it shall provide notice of such Improper Loan to the other Party, and Servicer shall either, in its discretion, (a) cure the circumstance causing the applicable purchase from Lender any Loan found to be an Improper Loan within 30 days improperly, illegally or fraudulently originated, or originated in violation of such notice Applicable Law or (b) shall purchase (or cause its designee to purchase) from Lender such Improper Loan the terms of this Origination Agreement, by paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing AgreementAgreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith therewith; provided, however, that as a condition to such purchase, Lender shall assign its entire right, title and interest in such Improper Loan to Servicer (improperly, illegally or its designee) and the servicing of such Improper Loan shall be released from the servicing under the Servicing Agreement; provided, however, Lender’s obligation to sell an Improper fraudulently originated or violative Loan to Servicer’s designee pursuant to this Section 2.07 shall be subject to Lender’s compliance with any applicable legal or regulatory requirements in respect of such proposed designee (including, without limitation, any applicable “know your customer” and similar requirements). Notwithstanding To the foregoing, if extent Servicer does not possess maintain the necessary licenses necessary to own such Improper Loan and such Improper Loan and Lender’s ownership thereof does not violate applicable LawLoans, then Lender instead shall grant solely to Servicer (and not its designee) an Economic Participation in all such Improper Loan in exchange Loans for Servicer paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Economics AgreementServicing Agreement or otherwise), and if all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, that, to the extent Servicer later obtains the necessary licenses necessary to own any such Improper Loan then Loan, Lender shall, upon Servicer’s requestrequest and at no additional cost, transfer Lender’s legal title to such Improper a Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any such transfer or Economic Participation shall be without representation, warranty or recourse of any kind, other than that the servicing Loans are owned by Lender free and clear of any Liens on the effective date of transfer. Servicer shall not further transfer any Economic Participation it owns in a Loan (in whole or in part) without Lender’s prior written consent; provided, that Servicer may transfer any Economic -12- CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Improper Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.06 (including Lender’s consent requirements, if applicable), Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be released from the servicing under the Servicing Agreementpursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender. Nothing in this Section 2.06 shall be interpreted to limit any other legal or equitable rights or remedies available to Lender against Servicer or any third party.