Common use of Alternative Rate Clause in Contracts

Alternative Rate. If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) One-Month LIBOR is no longer in existence, (iii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

Alternative Rate. (i) If prior to any Payment Date, Buyer determines in its sole good faith discretion that, (i) by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining One-Month LIBORthe LIBOR Rate, (ii) One-Month the LIBOR Rate is no longer in existence, existence or (iii) the administrator of One-Month the LIBOR Rate or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month the LIBOR Rate shall no longer be made available or used for determining the interest rate of loansloans (any of the immediately preceding clauses, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month a ”LIBOR after such specific date (such specific date, the “Scheduled Unavailability DateEvent”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in Seller (such notice, which may be the “Scheduled Unavailability DateNotice”), for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be that the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion ) incorporated therein) and may be periodically updated(ii) zero (any such rate, a “Successor Rate”). Such , together with any proposed Successor Rate Conforming Changes, shall be applied implemented and shall take effect on the ninety-first (91st) day after the date of the Scheduled Unavailability Notice (such effective date, the “Successor Rate Effective Date”); provided, however, that in the event that the Buyer is in good faith unable to comply with such contemplated ninety (90) day prior notice requirement due to an unexpected or premature occurrence of a manner consistent with market practice; provided that LIBOR Unavailability Event, then the Buyer shall provide the Scheduled Unavailability Notice as soon as commercially possible prior to the extent date on which such market practice LIBOR Unavailability Event is not administratively feasible for Buyerexpected to occur, and the date specified in the Scheduled Unavailability Notice as the expected date of such LIBOR Unavailability Event shall constitute the Successor Rate Effective Date. Any Successor Rate and corresponding Successor Rate Conforming Change shall be applied in a manner as otherwise determined by Buyer in its sole reasonable discretion. In connection with Any such determination of the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined shall be made by Buyer in its sole discretion from time a manner substantially consistent with market practice with respect to time andsimilarly situated counterparties with substantially similar assets in similar facilities; provided, notwithstanding anything that the foregoing standard shall only apply to repurchase transactions that are under the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent supervision of any other party to this AgreementBuyer’s investment bank New York mortgage finance business that administers the Transactions.

Alternative Rate. If prior to any Payment Date, 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 One-Month LIBOR, (ii) One-Month LIBOR is no longer in existence, (iii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt prior written notice thereof to SellerSeller in the amount of the lesser of (i) forty-five (45) days and (ii) the number of days remaining until the Scheduled Unavailability Date; provided, whereupon the that, Buyer shall use good faith efforts to promptly deliver such notice. The Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole good faith discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole good faith discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole good faith discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement; provided that if, upon receipt of Buyer’s notice, Seller determines that the Successor Rate chosen by Buyer is unacceptable for any reason, the parties hereto may mutually agree to terminate this Agreement pursuant to the terms hereof.

Alternative Rate. If prior to any Payment the related Purchase Date, Buyer Purchaser determines in its sole discretion that, by reason of circumstances affecting the relevant market, : (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) including, without limitation, because One-Month LIBOR is no longer in existencenot available or published on a current basis, and such circumstances are unlikely to be temporary; (iiiii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer Purchaser has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to BuyerPurchaser, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), ; or (iviii) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.1430, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer Purchaser shall give prompt notice thereof to Seller, whereupon the Applicable Discount Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by BuyerPurchaser, shall be an based on (x) one or more SOFR-Based Rates or (y) another 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 rates and, in each case, including any mathematical or other adjustments to the such benchmark rate (if any), rates giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer Purchaser from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for BuyerPurchaser, such Successor Rate shall be applied in a manner as otherwise determined by Buyer Purchaser in its sole discretion. In connection with the implementation of a Successor Rate, Buyer Purchaser shall have the right to make Successor Rate Conforming Changes, as determined by Buyer Purchaser in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

Alternative Rate. If on or prior to the Pricing Rate Determination Date for any Payment DatePricing Rate Period with respect to any Transaction, Buyer determines Purchaser shall have determined in the exercise of its sole discretion that, and absolute business judgment (which determination shall be conclusive and binding upon such Seller absent manifest error) that (i) by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining Onethe then-Month LIBORutilized Applicable Index for such Pricing Rate Period and such Transaction, (ii) Onethe then-Month LIBOR utilized Applicable Index for such Transaction is no longer in existencelikely to, or has, become unavailable or become an inappropriate index for the calculation of floating rates on loans or (iii) the administrator of Onethen-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall utilized Applicable Index for such Transaction is no longer be made available or used for determining the interest industry standard floating rate of loansindex, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer Purchaser shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in such Seller as soon as practicable thereafter. Such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyerif given, shall be set forth the affected Transactions, the floating rate index selected by Purchaser that Purchaser intends to use as an alternative benchmark rate to such Applicable Index (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Alternative Rate”). Such Successor If such notice is given and as of the date of such notice, an Alternative Rate has been adopted by Purchaser as an alternative to such Applicable Index for all of its similarly situated customers under similar repurchase and credit facilities covered by the same group within Purchaser, each affected Transaction shall be applied converted automatically to an Alternative Rate Transaction that accrues Purchase Price Differential based on the Alternative Rate set forth in a manner consistent with market practice; provided that such notice. If such notice is given and as of the date of such notice, an Alternative Rate has not yet been adopted by Purchaser as an alternative to such Applicable Index for all of its similarly situated customers under similar repurchase and credit facilities covered by the extent such market practice is not administratively feasible for Buyersame group within Purchaser, such Successor Rate each affected Transaction shall be applied in converted automatically to a manner as otherwise determined by Buyer in its sole discretionFederal Funds Rate Transaction. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding Notwithstanding anything to the contrary herein contained herein, Purchaser shall not exercise its rights under this Article 6(b) to convert Transactions from the then-utilized Applicable Index to an Alternative Rate or in any other Principal Agreementthe Federal Funds Rate unless Purchaser is converting the interest rate payable by all of its similarly situated customers it is entitled to make such claims against under similar repurchase and credit facilities covered by the same group within Purchaser to accrue Purchase Price Differential based on such Alternative Rate or the Federal Funds Rate, any amendments implementing such Successor Rate Conforming Changes as applicable. This covenant shall become effective without any further action or consent survive the termination of this Agreement and the repurchase by Sellers of any other party to this Agreementor all of the Purchased Assets.

Alternative Rate. If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) One-Month LIBOR is no longer in existence, (iii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.144.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

Alternative Rate. If prior to any Payment Date, Buyer determines in its sole and reasonable discretion that, by reason of circumstances affecting the relevant market, : (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) including, without limitation, because One-Month LIBOR is no longer in existencenot available or published on a current basis, and such circumstances are unlikely to be temporary; (iiiii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available available, or used for determining the interest rate of loans, provided, provided that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), ; or (iviii) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to SellerGuild Parties, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an based on (x) one or more SOFR-Based Rates or (y) another 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 rates and, in each case, including any mathematical or other adjustments to the such benchmark rate (if any), rates giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole and reasonable discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

Alternative Rate. If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, : (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) including, without limitation, because One-Month LIBOR is no longer in existencenot available or published on a current basis, and such circumstances are unlikely to be temporary; (iiiii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), ; or (iviii) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.144.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to SellerloanDepot Parties, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an based on (x) one or more SOFR-Based Rates or (y) another 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 rates and, in each case, including any mathematical or other adjustments to the such benchmark rate (if any), rates giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) updated (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

Alternative Rate. (a) If prior to any Payment Date, Buyer determines in its sole commercially reasonable discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means will or do not exist for ascertaining One-Month LIBOR, (ii) One-Month LIBOR will be or is no longer in existence, (iii) or the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in Seller (such notice, which may be the “Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an Notice”) that a new alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) incorporated therein) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent , together with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make any proposed Successor Rate Conforming Changes, as determined by Buyer in its sole commercially reasonable discretion from time to time and, notwithstanding anything with due consideration to the contrary herein or then-prevailing market practice for determining a rate of interest for mortgage warehouse assets similar to the Mortgage Loans in any other Principal Agreementthe United States and in a manner consistent with Buyer’s established business practices relating to entities similar to Seller and to assets acquired in repurchase transactions similar to the Mortgage Loans, any amendments implementing shall be implemented and shall take effect on the [***] day after the date of the Scheduled Unavailability Notice (such effective date, the “Successor Rate Conforming Changes Effective Date”). For the avoidance of doubt, if Buyer determines, in its commercially reasonable discretion, that One-Month LIBOR is not available or can no longer be used for determining the interest rate of loans during the period of time prior to the Successor Rate Effective Date, then Buyer shall become effective without any further action or consent of any other party to this Agreementuse the last available One-Month LIBOR reference for determining the One-Month LIBOR during such period.

Alternative Rate. If prior to at any Payment Date, Buyer time the Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, (which determination shall be conclusive absent manifest error) that (i) adequate the circumstances set forth in clause (a)(i) have arisen and reasonable means do not exist for ascertaining One-Month LIBOR, such circumstances are unlikely to be temporary or (ii) One-Month LIBOR the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no longer in existencesuccessor administrator that will continue publication of the Screen Rate), (iiix) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer the Screen Rate has made a public statement identifying a specific date after which One-Month LIBOR shall no longer the Screen Rate will permanently or indefinitely cease to be made available or used for determining the interest rate of loans, provided, that, at the time of such statement, published by it (and there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date (such specific date, after which the “Scheduled Unavailability Date”), Screen Rate will permanently or indefinitely cease to be published or (ivz) mortgage loan financing facilities similar a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to this facility, currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark establish an alternate rate of interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving Eurocurrency Rate that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. dollar denominated mortgage loan financing facilities determining a rate of interest for syndicated loans in the United States at such benchmark ratestime, which adjustment or method and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for calculating the avoidance of doubt, such adjustment related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be published on an information service as selected by Buyer from time deemed to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”)zero for the purposes of this Agreement. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding Notwithstanding anything to the contrary herein or in any other Principal AgreementSection 9.1, any amendments implementing such Successor Rate Conforming Changes amendment shall become effective without any further action or consent of any other party to this AgreementAgreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.11(c), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any notice that requests the conversion of any Loan to, or continuation of any Loan as, a Eurocurrency Loan shall be ineffective and (y) if any Borrowing Request requests a Eurocurrency Loan, such Loan shall be made as an Reference Rate Borrowing.

Alternative Rate. If prior to any Payment the related Purchase Date, Buyer Purchaser determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) One-Month LIBOR is no longer in existence, (iiiexistence,(iii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer Purchaser has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to BuyerPurchaser, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.1430, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer Purchaser shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Discount Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by BuyerPurchaser, shall be replaced by an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer Purchaser from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for BuyerPurchaser, such Successor Rate shall be applied in a manner as otherwise determined by Buyer Purchaser in its sole discretion. In connection with the implementation of a Successor Rate, Buyer Purchaser shall have the right to make Successor Rate Conforming Changes, as determined by Buyer Purchaser in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

Alternative Rate. If prior to any Payment the related Purchase Date, Buyer Purchaser determines in its sole discretion that, by reason of circumstances affecting the relevant market, : (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) including, without limitation, because One-Month LIBOR is no longer in existencenot available or published on a current basis, and such circumstances are unlikely to be temporary; (iiiii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer Purchaser has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to BuyerPurchaser, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), ; or (iviii) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.1430, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer Purchaser shall give prompt notice thereof to Seller, whereupon the Applicable Discount Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by BuyerPurchaser, shall be an based on (x) one or more SOFR-Based Rates or (y) another 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 rates and, in each case, including any mathematical or other adjustments to the such benchmark rate (if any), rates giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer Purchaser from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for BuyerPurchaser, such Successor Rate shall be applied in a manner as otherwise determined by Buyer Purchaser in its sole discretion. In connection with the implementation of a Successor Rate, Buyer Purchaser shall have the right to make Successor Rate Conforming Changes, as determined by Buyer Purchaser in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.. LEGAL02/41198418v10

Alternative Rate. If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, : (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) including, without limitation, because One-Month LIBOR is no longer in existencenot available or published on a current basis, and such circumstances are unlikely to be temporary; (iiiii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), ; or (iviii) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.144.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an based on (x) one or more SOFR-Based Rates or (y) another 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 rates and, in each case, including any mathematical or other adjustments to the such benchmark rate (if any), rates giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

Alternative Rate. If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, : (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, (ii) including, without limitation, because One-Month LIBOR is no longer in existencenot available or published on a current basis, and such circumstances are unlikely to be temporary; (iiiii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), ; or (iviii) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.144.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to SellerNationstar Parties, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an based on (x) one or more SOFR-Based Rates or (y) another 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 rates and, in each case, including any mathematical or other adjustments to the such benchmark rate (if any), rates giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.