Common use of Illegality or Impracticability Clause in Contracts

Illegality or Impracticability. Notwithstanding anything to the contrary in this Agreement, if Buyer determines in its sole and good faith discretion that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, or any circumstance materially and adversely affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds, shall make it unlawful, impractical, or commercially unreasonable for Buyer to enter into or maintain Transactions as contemplated by this Agreement (a) the commitment of Buyer hereunder to enter into or to continue to maintain Transactions shall be cancelled and (b) the Repurchase Price for each Transaction then outstanding shall be immediately due and payable upon the earlier to occur of (i) the related scheduled Repurchase Date, (ii) within five (5) Business Days after the date required by any financial institution providing funds to Buyer, (iii) sale of the Purchased Mortgage Loan in accordance with the terms of this Agreement, (iv) the date as of which Buyer determines that such Transactions are unlawful or (v) within five (5) Business Days after the date Buyer determines that the payment of the Repurchase Price on its scheduled Repurchase Date will be impractical or commercially unreasonable because of the severe nature of the material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds. For the avoidance of doubt, it is understood and agreed that a material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds shall not automatically require Seller to pay the Repurchase Price for any Transaction then outstanding before its related scheduled Repurchase Date unless Buyer has made an additional determination that such change is severe, in which case, Seller shall have the time specified in subsection (v) in which to pay the Repurchase Price for each such Transaction. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating from any actions taken by Buyer pursuant to this Section 4.5.

Illegality or Impracticability. Notwithstanding anything to In the contrary event that on any date any Lender shall have determined (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its LIBOR Loans (i) has become unlawful as a result of compliance by such Lender in this Agreement, if Buyer determines in its sole and good faith discretion that with any law, treaty, governmental rule, regulation, treaty guideline or directive order (or would conflict with any change therein such treaty, governmental rule, regulation, guideline or in order not having the interpretation force of law even though the failure to comply therewith would not be unlawful) or application thereof(ii) has become impracticable, or any circumstance would cause such Lender material hardship, as a result of contingencies occurring after the date of this Agreement which materially and adversely affecting affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile, electronic mail or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the repurchase market for mortgage loans or mortgage-backed securities or the source or cost receipt of Buyer’s funds, shall make it unlawful, impractical, or commercially unreasonable for Buyer to enter into or maintain Transactions as contemplated by this Agreement such notice. Thereafter (a) the commitment obligation of Buyer hereunder the Affected Lender to enter into make Loans as, or to continue to maintain Transactions convert Loans to, LIBOR Loans, shall be cancelled and suspended until such notice shall be withdrawn by the Affected Lender, (b) to the Repurchase Price for each Transaction extent such determination by the Affected Lender relates to a LIBOR Loan then outstanding being requested by Borrower pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its Affected Loans, shall be immediately due and payable upon terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law and (id) the related scheduled Repurchase Date, (ii) within five (5) Business Days after Affected Loans shall automatically convert into Base Rate Loans on the date required of such termination. Notwithstanding the foregoing, to the extent a determination by any financial institution providing funds an Affected Lender as described above relates to Buyera LIBOR Loan then being requested by Borrower pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Borrower shall have the option, subject to the provisions of Section 2.6(d), to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (iiiby telefacsimile, electronic mail or by telephone confirmed in writing) sale to Administrative Agent of such rescission by the Business Day following the date on which the Affected Lender gives notice of its determination as described above. Administrative Agent shall promptly notify each other Lender of the Purchased Mortgage Loan receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Loans, in accordance with the terms of this Agreement, (iv) the date as of which Buyer determines that such Transactions are unlawful or (v) within five (5) Business Days after the date Buyer determines that the payment of the Repurchase Price on its scheduled Repurchase Date will be impractical or commercially unreasonable because of the severe nature of the material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds. For the avoidance of doubt, it is understood and agreed that a material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds shall not automatically require Seller to pay the Repurchase Price for any Transaction then outstanding before its related scheduled Repurchase Date unless Buyer has made an additional determination that such change is severe, in which case, Seller shall have the time specified in subsection (v) in which to pay the Repurchase Price for each such Transaction. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating from any actions taken by Buyer pursuant to this Section 4.5.

Illegality or Impracticability. (i) Subject to Section 14.1(b)(ii), in the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after notice to and consultation with the Borrower and Administrative Agent) that a Benchmark Illegality/Impracticability Event has occurred with respect to such Lender, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Term SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Term SOFR Loan then being requested by Borrowers pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan without reference to Term SOFR (or other then- current Benchmark) component of the Base Rate, (3) the Affected Lender’s obligation to (ii) Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, if Buyer Administrative Agent determines in its sole and good faith discretion that any law(which determination shall be conclusive absent manifest error), regulationor the Required Lenders (individually or jointly) notify Administrative Agent (with, treaty or directive or any change therein or in the interpretation or application thereofcase of the Required Lenders, or a copy to Borrower Representative) that the Required Lenders (as applicable) have determined, that a Benchmark Illegality/Impracticability Event has occurred, then, on a date and time determined by Administrative Agent (any circumstance materially and adversely affecting the London interbank marketsuch date, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds“Benchmark Replacement Date”), shall make it unlawful, impractical, or commercially unreasonable for Buyer to enter into or maintain Transactions as contemplated by this Agreement (a) the commitment of Buyer hereunder to enter into or to continue to maintain Transactions which date shall be cancelled at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated, the then current Benchmark will be replaced hereunder and (b) under any Loan Document with the Repurchase Price for each Transaction then outstanding shall be immediately due and payable upon Benchmark Replacement. Notwithstanding anything to the earlier to occur of contrary herein, (i) if Administrative Agent determines that neither of the related scheduled Repurchase Date, non-Term SOFR alternatives set forth in the definition of Benchmark Replacement is available on or prior to the Benchmark Replacement Date or (ii) within five (5) Business Days after a Benchmark Illegality/Impracticability Event has occurred with respect to any non-Term SOFR Benchmark Replacement then in effect, then in each case, Administrative Agent and Borrowers may amend this Agreement solely for the date required by purpose of replacing Term SOFR or any financial institution providing funds to Buyer, (iii) sale of the Purchased Mortgage Loan then current Benchmark Replacement in accordance with this Section 14.1 at the terms end of this Agreementany Interest Period, (iv) the relevant interest payment date or payment period for interest calculated, as of which Buyer determines that applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such Transactions are unlawful or (v) within five (5) Business Days after the date Buyer determines that the payment of the Repurchase Price on its scheduled Repurchase Date will be impractical or commercially unreasonable because of the severe nature of the material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds. For the avoidance of doubt, it is understood and agreed that a material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds shall not automatically require Seller to pay the Repurchase Price for any Transaction then outstanding before its related scheduled Repurchase Date unless Buyer has made an additional determination that such change is severealternative benchmarks and, in which each case, Seller shall have the time specified in subsection (v) in including any Benchmark Replacement Adjustment, giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such benchmarks, which to pay the Repurchase Price adjustment or method for each calculating such Transaction. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating from any actions taken by Buyer pursuant to this Section 4.5.Benchmark Replacement

Illegality or Impracticability. Notwithstanding anything to the contrary in this Agreement, if Buyer If any Lender determines in its sole and good faith discretion that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, or any circumstance materially and adversely affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds, shall make law has made it unlawful, impracticalor that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to Term SOFR, or commercially unreasonable for Buyer to enter into determine or maintain Transactions as contemplated charge interest based upon Term SOFR then, upon notice thereof by this Agreement such Lender (aan “Affected Lender”) to the commitment Administrative Agent and the Borrower, (i) any obligation of Buyer hereunder such Lender to enter into make Term Benchmark Loans and any right of the Borrower to convert to or continue Term Benchmark Loans of such Lender shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute, with respect to such Lender, the Base Rate without reference to clause (c) of the definition of “Base Rate”, in each case until such Affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of any such notice, the Borrower shall, if necessary to avoid such illegality, upon demand from the applicable Affected Lender (with a copy to the Administrative Agent) convert all affected outstanding Term Benchmark Loans of such Lender to Base Rate Loans on the last day of the Interest Period applicable thereto, if such Lender may lawfully continue to maintain Transactions shall be cancelled and (b) the Repurchase Price for each Transaction then outstanding shall be immediately due and payable upon the earlier such Term Benchmark Loans to occur of (i) the related scheduled Repurchase Datesuch day, (ii) within five (5) Business Days after or on the date required by any financial institution providing funds to Buyer, (iii) sale of the Purchased Mortgage Borrower’s receipt of such notice. Notwithstanding the foregoing, to the extent any such determination by an Affected Lender relates to a Term Benchmark Loan in accordance with then being requested by the terms of this Agreement, (iv) the date as of which Buyer determines that such Transactions are unlawful or (v) within five (5) Business Days after the date Buyer determines that the payment of the Repurchase Price on its scheduled Repurchase Date will be impractical or commercially unreasonable because of the severe nature of the material and adverse change affecting the London interbank marketBorrower pursuant to a Conversion/Continuation Notice, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds. For the avoidance of doubt, it is understood and agreed that a material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds shall not automatically require Seller to pay the Repurchase Price for any Transaction then outstanding before its related scheduled Repurchase Date unless Buyer has made an additional determination that such change is severe, in which case, Seller Borrower shall have the time specified in subsection option, subject to Section 2.18(d), to rescind such Conversion/Continuation Notice as to all Lenders by giving written notice (vor telephonic notice promptly confirmed by written notice) in thereof to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to pay each other Lender). Each Affected Lender shall promptly notify the Repurchase Price for each such Transaction. Buyer shall not be liable Administrative Agent and the Borrower when the circumstances that led to Seller for any costs, losses or damages arising from or relating from any actions taken by Buyer its notice pursuant to this Section 4.52.18(c) no longer exist.

Illegality or Impracticability. Notwithstanding anything to the contrary in this Agreement, if Buyer determines in its sole and good faith discretion that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, or any circumstance materially and adversely affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds, shall make it unlawful, impractical, impractical or commercially unreasonable for Buyer to enter into or maintain Transactions as contemplated by this Agreement Agreement, (a) the commitment of Buyer hereunder to enter into or to continue to maintain Transactions shall be cancelled and (b) the Repurchase Price for each Transaction then outstanding shall be immediately due and payable upon the earlier to occur of (i) the related scheduled Repurchase Date, (ii) within five (5) Business Days after the date required by any financial institution providing funds to Buyer, (iiiii) sale of the Purchased Mortgage Loan Assets in accordance with the terms of this Agreement, and (iviii) the date as of which Buyer Xxxxx determines that such Transactions are unlawful or (v) within five (5) Business Days after the date Buyer determines that the payment of the Repurchase Price on its scheduled Repurchase Date will be impractical or commercially unreasonable because of the severe nature of the material and adverse change affecting the London interbank marketto maintain; provided, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds. For the avoidance of doubt, it is understood and agreed that a material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds shall not automatically require Seller to pay the Repurchase Price for any Transaction then outstanding before its related scheduled Repurchase Date unless Buyer has made an additional determination that such change is severe, in which case, Seller shall have the time specified in subsection (v) in which to pay the Repurchase Price for each such Transaction. Buyer shall not be liable to Seller any loanDepot Party for any costs, losses or damages arising from or relating from any actions taken by Buyer in good faith pursuant to this Section 4.5. (b) Section 4.13(c) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: (i) If prior to any Payment Date Buyer determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 4.13(a)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, Buyer and Seller may amend this Agreement solely for the purpose of replacing Term SOFR or any then LEGAL02/43342511v4 current Successor Rate in accordance with this Section 4.13 for the calculation of the Price Differential payable on such relevant Payment Date with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Successor Rate”. Any such proposed rate and adjustment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after Buyer shall have posted such proposed rate and adjustment to Seller.

Illegality or Impracticability. Notwithstanding anything to the contrary in this Agreement, if Buyer Lender determines in its sole and good faith discretion that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, or any circumstance materially and adversely affecting the London interbank market, the repurchase finance market for mortgage loans or mortgage-backed securities market or the source or cost of BuyerLender’s funds, shall make it unlawful, impractical, or commercially unreasonable it: (a) unlawful for Buyer Lender to enter into or maintain Transactions the Advance as contemplated by this Agreement Agreement, (ai) the commitment of Buyer Lender hereunder to enter into or to continue to maintain Transactions the Advance shall be cancelled and (bii) the Repurchase Price for each Transaction principal amount together with all unpaid Accrued Interest and all other Secured Obligations in respect of the Advance then outstanding shall be immediately due and payable upon the earlier to occur of (ix) the related scheduled Repurchase Date, (ii) within five (5) Business Days after the date required by any financial institution providing funds to Buyer, Lender to fund Pledged Mortgage Loans and (iii) sale of the Purchased Mortgage Loan in accordance with the terms of this Agreement, (ivy) the date as of which Buyer determines that such Transactions are unlawful or (v) within five (5) Business Days after the date Buyer Lender determines that the payment Advance is unlawful to maintain; or (b) commercially unreasonable for Lender to enter into or maintain the Advance as contemplated by this Agreement, (i) the commitment of Lender hereunder to enter into or to continue to maintain the Advance shall be cancelled and (ii) the principal amount together with all unpaid Accrued Interest and all other Secured Obligations in respect of the Repurchase Price on its scheduled Repurchase Date will Advance then outstanding shall be impractical or due and payable upon the earlier to occur of (x) the date required by any financial institution providing funds to Lender and (y) the date as of which Lender determines that the Advance is commercially unreasonable because of the severe nature of the material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s fundsto maintain. For the avoidance of doubt, it is understood and agreed that a material and adverse change affecting the London interbank market, the repurchase market for mortgage loans or mortgage-backed securities or the source or cost of Buyer’s funds shall not automatically require Seller to pay the Repurchase Price for any Transaction then outstanding before its related scheduled Repurchase Date unless Buyer has made an additional determination that such change is severe, in which case, Seller shall have the time specified in subsection (v) in which to pay the Repurchase Price for each such Transaction. Buyer Lender shall not be liable to Seller Borrower for any costs, losses or damages arising from or relating from any actions taken by Buyer Lender pursuant to this Section 4.54.4.