Common use of Administration of the Benchmark Clause in Contracts

Administration of the Benchmark. (a) If prior to any Interest Payment Date, the Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark, (ii) the applicable Benchmark is no longer in existence, (iii) continued implementation of the Benchmark is no longer administratively feasible or no significant market practice for the administration of the Benchmark exists, (iv) the Benchmark will not adequately and fairly reflect the cost to the Lenders of making or maintaining the Loans or (v) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction over the administrator of the applicable Benchmark has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans (each, a “Benchmark Transition Event”), the Administrative Agent may give notice thereof to the Borrower Representative, whereupon the rate that will replace the Benchmark for the accrual period immediately succeeding such Interest Payment Date, and for all subsequent accrual periods until such notice has been withdrawn by the Administrative Agent, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to such benchmark rate (if any) incorporated therein) and (ii) the Floor, in lieu of the then-applicable Benchmark, together with any proposed Benchmark Administration Changes, as determined by the Administrative Agent in its sole discretion. (b) Subject to the following sentence, the Administrative Agent will have the right to make Benchmark Administration Changes from time to time with respect to the Benchmark (including any Benchmark Replacement Rate) and will notify the Borrower of the effectiveness of any such changes.

Administration of the Benchmark. (ai) If prior to any Interest Payment Date, the Administrative Agent Buyer determines in its sole good faith discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark, (ii) the applicable Benchmark is no longer in existence, (iii) continued implementation of the Benchmark is no longer administratively feasible or no significant market practice for the administration of the Benchmark exists, (iv) the Benchmark will not adequately and fairly reflect the cost to the Lenders Buyer of making purchasing or maintaining the Loans Purchased Assets or (v) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction over the administrator of the applicable Benchmark Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans (eachany of the immediately preceding clauses, a “Benchmark Transition Unavailability Event”), the Administrative Agent may Buyer shall give prompt notice thereof to Seller (such notice, the Borrower Representative, whereupon the rate “Scheduled Unavailability Notice”) that will replace the Benchmark for the accrual period immediately succeeding such Interest Payment Date, and for all subsequent accrual periods until such notice has been withdrawn by the Administrative Agent, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to such benchmark rate (if any) incorporated therein) and (ii) the Floorzero, in lieu of the then-applicable BenchmarkBenchmark (any such rate, a “Benchmark Replacement Rate”), together with any proposed Benchmark Administration Changes, shall be implemented and shall take effect on the ninety-first (91st) day after the date of the date of the Scheduled Unavailability Notice (such effective date, the “Benchmark Replacement Effective Date”); provided, however, that in the event that the Buyer in its good faith discretion is unable to comply with such contemplated ninety (90) day prior notice requirement due to an unexpected or premature occurrence of a Benchmark Unavailability Event, then the Buyer shall provide the Scheduled Unavailability Notice as soon as commercially possible prior to the date on which such Benchmark Unavailability Event is expected to occur, and the date specified in the Scheduled Unavailability Notice shall constitute the Benchmark Replacement Effective Date. Any Benchmark Replacement Rate and corresponding Benchmark Administration Changes shall be determined by the Administrative Agent Buyer in its sole reasonable discretion. (bii) Subject to the following sentence, the Administrative Agent Xxxxx will have the right to make Benchmark Administration Changes from time to time with respect to the Benchmark (including any Benchmark Replacement Rate) ), and will promptly notify the Borrower Seller of the effectiveness of any such changes. Any adoption of Benchmark Administration Changes and any determination of a Benchmark Replacement Rate shall be made by Buyer in a manner substantially consistent with Buyer’s practice with respect to similarly situated counterparties with substantially similar assets in similar facilities; provided that the foregoing standard shall only apply to repurchase transactions that are under the supervision of Xxxxx’s investment bank New York mortgage finance business that administers the Transactions. (iii) Seller may, within seventy-five (75) days of Seller’s receipt of the Scheduled Unavailability Notice, provide notice to Buyer of its election to terminate this Agreement on an elected termination date that is on or after the Benchmark Replacement Effective Date (such date, the “Elected Facility Termination Date”). Seller shall have no liability to Buyer or anyone else for any breakage fee, early termination fee, or similar fees, penalties or costs related to such termination.

Administration of the Benchmark. (ai) If prior to any Interest Payment Date, the Administrative Agent Buyer determines in its sole good faith discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark, (ii) the applicable Benchmark is no longer in existence, (iii) continued implementation of the Benchmark is no longer administratively feasible or no significant market practice for the administration of the Benchmark exists, (iv) the Benchmark will not adequately and fairly reflect the cost to the Lenders Buyer of making purchasing or maintaining the Loans Purchased Assets or (v) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction over the administrator of the applicable Benchmark Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans (eachany of the immediately preceding clauses, a “Benchmark Transition Unavailability Event”), the Administrative Agent may Buyer shall give prompt notice thereof to Seller (such notice, the Borrower Representative, whereupon the rate “Scheduled Unavailability Notice”) that will replace the Benchmark for the accrual period immediately succeeding such Interest Payment Date, and for all subsequent accrual periods until such notice has been withdrawn by the Administrative Agent, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to such benchmark rate (if any) incorporated therein) and (ii) the Floorzero, in lieu of the then-applicable BenchmarkBenchmark (any such rate, a “Benchmark Replacement Rate”), together with any proposed Benchmark Administration Changes, shall be implemented and shall take effect on the ninety-first (91st) day after the date of the date of the Scheduled Unavailability Notice (such effective date, the “Benchmark Replacement Effective Date”); provided, however, that in the event that the Buyer in its good faith discretion is unable to comply with such contemplated ninety (90) day prior notice requirement due to an unexpected or premature occurrence of a Benchmark Unavailability Event, then the Buyer shall provide the Scheduled Unavailability Notice as soon as commercially possible prior to the date on which such Benchmark Unavailability Event is expected to occur, and the date specified in the Scheduled Unavailability Notice shall constitute the Benchmark Replacement Effective Date. Any Benchmark Replacement Rate and corresponding LEGAL02/41441953v3 Benchmark Administration Changes shall be determined by the Administrative Agent Buyer in its sole reasonable discretion. (bii) Subject to the following sentence, the Administrative Agent Buyer will have the right to make Benchmark Administration Changes from time to time with respect to the Benchmark (including any Benchmark Replacement Rate) ), and will promptly notify the Borrower Seller of the effectiveness of any such changes. Any adoption of Benchmark Administration Changes and any determination of a Benchmark Replacement Rate shall be made by Buyer in a manner substantially consistent with Buyer’s practice with respect to similarly situated counterparties with substantially similar assets in similar facilities; provided that the foregoing standard shall only apply to repurchase transactions that are under the supervision of Buyer’s investment bank New York mortgage finance business that administers the Transactions. (iii) Seller may, within seventy-five (75) days of Seller’s receipt of the Scheduled Unavailability Notice, provide notice to Buyer of its election to terminate this Agreement on an elected termination date that is on or after the Benchmark Replacement Effective Date (such date, the “Elected Facility Termination Date”). Seller shall have no liability to Buyer or anyone else for any breakage fee, early termination fee, or similar fees, penalties or costs related to such termination.

Administration of the Benchmark. (a) If prior to any Interest Payment Date, the Administrative Agent Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (iA) adequate and reasonable means do not exist for ascertaining the Benchmark, (iiB) the applicable Benchmark is no longer in existence, (iiiC) continued implementation of the Benchmark is no longer administratively feasible or no significant market practice for the administration of the Benchmark exists, (ivD) the Benchmark will not adequately and fairly reflect the cost to the Lenders Buyer of making purchasing or maintaining the Loans Purchased Assets or (vE) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction over the administrator of the applicable Benchmark Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans loans, Buyer may give prompt notice thereof to Seller (each, a “Benchmark Transition Replacement Event”), the Administrative Agent may give notice thereof to the Borrower Representative, whereupon either (x) the rate that will replace the Benchmark for the accrual period immediately succeeding such Interest Payment Date, and for all subsequent accrual periods until such notice has been withdrawn by the Administrative AgentBuyer, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to such benchmark rate (if any) incorporated therein) and (ii) the Floorzero, in lieu of the then-applicable BenchmarkBenchmark (any such rate, a “Benchmark Replacement Rate”), together with any proposed Benchmark Administration Changes, as determined by the Administrative Agent Buyer in its sole discretion, or (y) Seller may repurchase the Purchased Assets then subject to Transactions and terminate the Facility Documents without penalty or premium. (b) Subject to the following sentence, the Administrative Agent will have the right to make Benchmark Administration Changes from time to time with respect to the Benchmark (including any Benchmark Replacement Rate) and will notify the Borrower of the effectiveness of any such changes.

Administration of the Benchmark. (a) If prior to any Interest Payment Date, the Date Administrative Agent determines in its sole discretion using Administrative Agent’s Methodology that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark, (ii) the applicable Benchmark is no longer in existence, (iii) continued implementation of the Benchmark is no longer administratively feasible or no significant market practice for the administration of the Benchmark exists, (iv) due to external factors the Benchmark will not adequately and fairly reflect the cost to the Lenders Administrative Agent of making purchasing or maintaining the Loans Purchased Assets or (v) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction over the administrator of the applicable Benchmark Administrative Agent has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans (eachloans, a “Benchmark Transition Event”), the Administrative Agent may give prompt notice thereof to the Borrower RepresentativeSeller, whereupon the rate that will replace the Benchmark for the accrual period immediately succeeding such Interest Payment Date, and for all subsequent accrual periods until such notice has been withdrawn by the Administrative Agent, shall be the greater of (ix) an alternative benchmark rate (including any mathematical or other adjustments to such benchmark rate (if any) incorporated therein) and (iiy) the Floorzero, in lieu of the then-applicable BenchmarkBenchmark (any such rate, a “Benchmark Replacement Rate”), together with any proposed Benchmark Administration Changes, as determined by the Administrative Agent in its sole discretion. (b) Subject to the following sentence, the . Administrative Agent will have the right to make Benchmark Administration Changes from time to time with respect to the Benchmark (including any Benchmark Replacement Rate) and will promptly notify the Borrower Seller of the effectiveness of any such changes; provided, that any adoption of Benchmark Administration Changes and any determination of a LEGAL02/44639412v17 Benchmark Replacement Rate shall be made by Administrative Agent using Administrative Agent’s Methodology. Notwithstanding anything to the contrary herein or the other Facility Documents, any such Benchmark Administration Changes will become effective without any further action or consent of Seller or any other party to this Agreement or the other Facility Documents.