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. 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.