Common use of Limitation on Types of Transactions; Illegality Clause in Contracts

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of rates for the relevant deposits referred to in the definition of “LIBOR Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential for Transactions as provided herein; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate referred to in the definition of “LIBOR Rate” in Section 1.01 hereof upon the basis of which the Price Differential for Transactions is to be determined is not likely adequately to cover the cost to the Buyer of entering into or maintaining Transactions; or (c) it becomes unlawful for the Buyer to enter into or maintain Transactions hereunder using a LIBOR Rate; then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any obligation to enter into any additional Transactions and the Seller shall pay the aggregate Repurchase Price of all Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Rate, and, if Seller agrees to pay such rate, Buyer shall continue to enter into Transactions under the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentence.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Eurodollar Base Rate” in Section 1.01 2.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential the amounts of Periodic Advance Repurchase Amounts or of Default Fees for Transactions as provided hereinTransactions; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate of interest referred to in the definition of “LIBOR Eurodollar Base Rate” in Section 1.01 2.01 hereof upon the basis of which the Price Differential Pricing Rate for Transactions is to be determined is not likely adequately adequate to cover the cost to the Buyer of entering into making or maintaining Transactions; or (c) Buyer determines, which determination shall be conclusive, that it becomes is or will be unlawful for the Buyer to enter into honor its obligation to make or maintain Transactions hereunder using a LIBOR RateEurodollar Rate as a result of compliance by Buyer in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful); then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any no obligation to enter into any additional Transactions Transactions, and the Seller shall either repurchase all such Transaction Assets as may be held by Buyer or pay the aggregate Periodic Advance Repurchase Price of all Payments on such Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and at a Pricing Rate per annum equal to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Eurodollar Substitute Rate, and, if Seller agrees such rate to pay such rate, Buyer shall continue to enter into Transactions under be applied from the terms of this Repurchase Agreement and the payment date of the Repurchase Price shall not be accelerated pursuant to the terms occurrence of this sentencesuch condition and until such repurchase.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of rates for the relevant deposits referred to in the definition of “LIBOR Base Rate” in Section 1.01 hereof the Pricing Side Letter are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential for Transactions as provided herein; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate referred to in the definition of “LIBOR Base Rate” in Section 1.01 hereof the Pricing Side Letter upon the basis of which the Price Differential for Transactions is to be determined is not likely adequately adequate to cover the cost to the Buyer of entering into or maintaining Transactions; or (c) it becomes unlawful for the Buyer to enter into or maintain Transactions hereunder using a LIBOR Base Rate; then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any obligation to enter into any additional Transactions and the Seller shall pay the aggregate Repurchase Price of all Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Base Rate, and, if Seller agrees to pay such rate, Buyer shall continue to enter into Transactions under the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentence.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Eurodollar Base Rate” in Section 1.01 2.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential the amounts of Periodic Advance Repurchase Amounts or of Late Fees for Transactions as provided hereinTransactions; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate of interest referred to in the definition of “LIBOR Eurodollar Base Rate” in Section 1.01 2.01 hereof upon the basis of which the Price Differential Pricing Rate for Transactions is to be determined is not likely adequately adequate to cover the cost to the Buyer of entering into making or maintaining Transactions; or (c) Buyer determines, which determination shall be conclusive, that it becomes is or will be unlawful for the Buyer to enter into honor its obligation to make or maintain Transactions hereunder using a LIBOR RateEurodollar Rate as a result of compliance by Buyer in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful); then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any no obligation to enter into any additional Transactions Transactions, and the Seller shall either repurchase all such Transaction Assets as may be held by Buyer or pay the aggregate Periodic Advance Repurchase Price of all Payments on such Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and at a Pricing Rate per annum equal to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Eurodollar Substitute Rate, and, if Seller agrees such rate to pay such rate, Buyer shall continue to enter into Transactions under be applied from the terms of this Repurchase Agreement and the payment date of the Repurchase Price shall not be accelerated pursuant to the terms occurrence of this sentencesuch condition and until such repurchase.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Eurodollar Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determinesdetermines in good faith, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Eurodollar Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the Price Differential for Transactions as provided herein; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate referred to in the definition of “LIBOR Eurodollar Rate” in Section 1.01 hereof upon the basis of which the Price Differential for Transactions is to be determined is not likely adequately to cover the cost to the Buyer of entering into or maintaining Transactions; or (c) it becomes unlawful for the Buyer to honor its obligation to enter into or maintain Transactions hereunder using a LIBOR Eurodollar Rate; then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller Sellers prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any no obligation to enter into any additional Transactions Transactions, and the Seller shall pay Sellers shall, either prepay the aggregate Repurchase Price of all Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and or pay Price Differential on such Transactions at a rate per annum equal to the extent permitted under applicable law in Federal Funds Rate plus 0.50% plus the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Rate, and, if Seller agrees to pay such rate, Buyer shall continue to enter into Transactions under the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentenceApplicable Pricing Spread.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of rates for the relevant deposits referred to in the definition of “LIBOR Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential for Transactions as provided herein; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate referred to in the definition of “LIBOR Rate” in Section 1.01 hereof upon the basis of which the Price Differential for Transactions is to be determined is not likely adequately to cover the cost to the Buyer of entering into or maintaining Transactions; or (c) it becomes unlawful for the Buyer to enter into or maintain Transactions hereunder using a LIBOR Rate; then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any obligation to enter into any additional Transactions and either (i) the Seller shall pay the aggregate Repurchase Price of all Transactions then outstanding within three or (3ii) Business Days; provided that, in continue the case of clauses (a) current Transactions and (b) above, and to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative any additional Transactions at another per annum rate that will approximate approximating the LIBOR Rate, and, if Seller agrees to pay such rate, Rate as determined by the Buyer shall continue to enter into Transactions under in connection with determining the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentenceDifferential.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of rates for the relevant deposits referred to in the definition of “LIBOR Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential for Transactions as provided herein; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate referred to in the definition of “LIBOR Rate” in Section 1.01 hereof upon the basis of which the Price Differential for Transactions is to be determined is not likely adequately to cover the cost to the Buyer of entering into or maintaining Transactions; or (c) it becomes unlawful for the Buyer to enter into or maintain Transactions hereunder using a LIBOR Rate; then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any obligation to enter into any additional Transactions and the Seller shall pay the aggregate Repurchase Price of all Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Rate, and, if Seller agrees to pay such rate, Buyer shall continue to enter into Transactions under the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentenceoutstanding.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Eurodollar Rate: (a) the any Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of rates for the relevant deposits referred to in the definition of “LIBOR "Eurodollar Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the Price Differential for Transactions as provided herein; or (b) any Buyer or the Buyer Agent determines, which determination shall be conclusive, that the relevant rate referred to in the definition of “LIBOR "Eurodollar Rate” " in Section 1.01 hereof upon the basis of which the Price Differential for Transactions is to be determined is not likely adequately to cover the cost to the Buyer Buyers of entering into or maintaining Transactions; or (c) it becomes unlawful for the any Buyer to honor its obligation to enter into or maintain Transactions hereunder using a LIBOR Eurodollar Rate; then the Buyer (Agent or such Buyer, as the Agent on behalf of the Buyer) case may be, shall give the Seller Sellers prompt notice thereof and, so long as such condition remains in effect, neither the Buyer Buyers, nor the Agent on behalf of the Buyers, shall not be under any obligation to enter into any additional Transactions Transactions, and the Seller shall pay Sellers shall, either prepay the aggregate Repurchase Price of all Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and or pay Price Differential on such Transactions at a rate per annum equal to the extent permitted under applicable law in Federal Funds Rate plus 0.50% plus the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Rate, and, if Seller agrees to pay such rate, Buyer shall continue to enter into Transactions under the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentenceApplicable Pricing Spread.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR "Eurodollar Base Rate” " in Section 1.01 2.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential the amounts of Periodic Advance Repurchase Amounts or of Late Fees for Transactions as provided herein; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate of interest referred to in the definition of “LIBOR "Eurodollar Base Rate” " in Section 1.01 2.01 hereof upon the basis of which the Price Differential Pricing Rate for Transactions is to be determined is not likely adequately adequate to cover the cost to the Buyer of entering into making or maintaining Transactions; or (c) Buyer determines, which determination shall be conclusive, that it becomes is or will be unlawful for the Buyer to enter into honor its obligation to make or maintain Transactions hereunder using a LIBOR RateEurodollar Rate as a result of compliance by Buyer in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful); then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller Sellers prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any no obligation to enter into any additional Transactions Transactions, and the each Seller shall either repurchase all relevant Transaction Assets as may be held by Buyer or pay the aggregate Periodic Advance Repurchase Price of all Payments on such Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and at a Pricing Rate per annum equal to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Eurodollar Substitute Rate, and, if Seller agrees to pay such rate, Buyer shall continue to enter into Transactions under the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentence.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Rate: (a) the Buyer (or the Agent on behalf of the Buyer) determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR "Eurodollar Base Rate” " in Section 1.01 2.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential the amounts of Periodic Advance Repurchase Amounts or of Late Fees for Transactions as provided herein; or (b) the Buyer determines, which determination shall be conclusive, that the relevant rate of interest referred to in the definition of “LIBOR "Eurodollar Base Rate” " in Section 1.01 2.01 hereof upon the basis of which the Price Differential Pricing Rate for Transactions is to be determined is not likely adequately adequate to cover the cost to the Buyer of entering into making or maintaining Transactions; or (c) Buyer determines, which determination shall be conclusive, that it becomes is or will be unlawful for the Buyer to enter into honor its obligation to make or maintain Transactions hereunder using a LIBOR RateEurodollar Rate as a result of compliance by Buyer in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful); then the Buyer (or the Agent on behalf of the Buyer) shall give the Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall not be under any no obligation to enter into any additional Transactions Transactions, and the Seller shall either repurchase all such Transaction Assets as may be held by Buyer or pay the aggregate Periodic Advance Repurchase Price of all Payments on such Transactions then outstanding within three (3) Business Days; provided that, in the case of clauses (a) and (b) above, and at a Pricing Rate per annum equal to the extent permitted under applicable law in the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Eurodollar Substitute Rate, and, if Seller agrees to pay such rate, Buyer shall continue to enter into Transactions under the terms of this Repurchase Agreement and the payment of the Repurchase Price shall not be accelerated pursuant to the terms of this sentence.

Limitation on Types of Transactions; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Eurodollar Rate: (a) the a Buyer (or the Agent on behalf of the Buyer) Buyers determines, which determination shall be conclusive, that quotations of rates for the relevant deposits referred to in the definition of “LIBOR Eurodollar Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining Price Differential for Transactions as provided herein; or (b) a Buyer or the Buyer Agent, on behalf of the Buyers, determines, which determination shall be conclusive, that the relevant rate referred to in the definition of “LIBOR Eurodollar Rate” in Section 1.01 hereof upon the basis of which the Price Differential for Transactions is to be determined is not likely adequately to cover the cost to the Buyer Buyers of entering into or maintaining Transactions; or (c) it becomes unlawful for the a Buyer to honor its obligation to enter into or maintain Transactions hereunder using a LIBOR Eurodollar Rate; then the Buyer (Agent or such Buyer, as the Agent on behalf of the Buyer) case may be, shall give the Seller Sellers (and the Agent if applicable) prompt notice thereof and, so long as such condition remains in effect, neither the Buyer Buyers, nor the Agent on behalf of the Buyers, shall not be under any obligation to enter into any additional Transactions and the each Seller shall either pay the aggregate Repurchase Price of all Transactions then outstanding within three (3) Business Days; provided that, in to which it is a party or pay the case of clauses (a) and (b) above, and Price Differential on such Transactions at a rate per annum equal to the extent permitted under applicable law in Federal Funds Purchase Rate; provided, that if the case of clause (c) above, Buyer shall select an alternative rate that will approximate the LIBOR Rate, and, if Seller agrees to pay such rate, Buyer shall continue Buyers determine not to enter into Transactions under any additional Transactions, then the terms of this Repurchase Agreement and the payment Seller shall be reimbursed a pro rata portion of the Repurchase Price shall not be accelerated fees paid pursuant to Section 3.04, the terms amount of this sentenceany such reimbursement shall be based upon the number of days elapsed from the Effective Date to date of such determination solely with respect to the amount of the Facility Fees received by the Agent pursuant to Section 3.04.