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may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any), giving due consideration to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. 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. (e) Exhibit K to the Agreement is hereby amended by deleting it in its entirety and replacing it with the form of Annex One attached hereto (modified text underlined for review purposes). (f) Annex A to the Agreement is hereby amended by deleting it in its entirety and replacing it with the form of Annex Two attached hereto (modified text underlined for review purposes).

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. (b) Article 14.11(a) of the Agreement is hereby amended by revising the address for notices to Buyer as follows (modified text underlined for review purposes): If to Buyer: Bank of America, N.A. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Mail Code: CA6-917-02-63 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇, Managing Director Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇ With copies to: Bank of America, N.A. One Bryant Park, 11th Floor Mail Code: NY1-100-11-01 ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Director, Mortgage Finance Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ Bank of America, N.A. One Bank of America Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: NC1-028-24-02 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (c) Article 14.11(b) of the Agreement is hereby amended by revising the address for emails to Buyer as follows (modified text underlined for review purposes): If to Buyer: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇ and ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (d) Article 14.14 of the Agreement is hereby amended by deleting such article in its entirety and replacing it with the following (modified text underlined for review purposes):

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.

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) 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. (b) Article 10 of the Agreement is hereby amended by adding the following new Section 10.12 immediately following Section 10.11 thereof:

Alternative Rate. (a) If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) reasonable and adequate and reasonable means do not exist for ascertaining One-Month LIBORthe Swap Rate to be applied for any Interest Period relating to the Term Loan, (ii) One-Month LIBOR is no longer then the Bank shall forthwith give notice of such fact to the Borrower with particulars of the relevant circumstances giving rise to its issue, and thereupon the Borrower and the Bank shall negotiate in existence, (iii) the administrator of One-Month LIBOR or good faith with a Governmental Authority having jurisdiction over Buyer has made view to agreeing upon a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available or used mutually acceptable alternative basis for determining the interest relevant rate of loansinterest for that Interest Period. If, providedwithin such period as the Bank shall consider to be reasonable, 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 period being not less thanninety (such specific date, the “Scheduled Unavailability Date”), or (iv90) 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 days from the date specified of the aforesaid notice to the Borrower, the Borrower and the Bank are unable to agree upon such alternative basis for determining the relevant rate of interest then, the Term Loan shall bear interest for that Interest Period (but only in respect of the period that the circumstances giving rise to the Bank’s aforesaid notice are still subsisting) at the rate per annum equal to the sum of the Margin and the cost to the Bank (expressed as a rate per annum) of funding the Term Loan (including, without limitation, the cost to the Bank occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on the Bank by any relevant Government Authority) by whatsoever means it reasonably determines to be appropriate (“Substitute Rate”) and the Bank shall certify that cost to the Borrower as soon as practicable after the Substitute Rate takes effect. Where the Bank and the Borrower agree upon a mutually acceptable alternative basis for determining the relevant rate of interest under this Clause it shall take effect in accordance with its terms. (b) Where the Substitute Rate applies, the Borrower may, upon giving the Bank not less than fourteen (14) days’ prior written notice (which shall be irrevocable), without prepayment fee, premium or penalty, prepay to the Bank the Term Loan Provided That such noticenotice is given within thirty (30) days of the Bank’s certificate confirming the Substitute Rate, which may together with interest thereon at such rate as shall be certified by the Scheduled Unavailability DateBank and, for such periodthe avoidance of doubt, 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 amount due under Clause 17.1 if 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 prepayment is not 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 AgreementInterest Payment Date.

Alternative Rate. If prior If, in relation to any Payment Date, Buyer Interest Period (where ----------------- the Interest Rate is determined in accordance with Clause 6.2(b)):- (a) the Agent is unable to determine LIBOR or the Agent otherwise determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) that adequate and reasonable fair means do not exist for ascertaining One-Month LIBORLIBOR for that Interest Period; or (b) the Agent is notified by Banks (whose participation in the Term Loan exceed 50% of the Term Loan) that (i) they are or expect to be unable to obtain matching deposits in the Singapore Interbank Market at or about 11.00 a.m. (Singapore time) on the rate fixing date for that Interest Period in sufficient amounts to fund their respective shares of the Term Loan during that Interest Period, or (ii) One-Month LIBOR the Interest Rate fixed for that Interest Period does not reflect the cost of funds to those Term Loan Banks of funding their participation in the Term Loan, then the Agent shall forthwith give notice of such fact to the Borrower and the Term Loan Banks and, if that Interest Period is no longer in existencethe first Interest Period, (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 Term Loan shall no longer not be made available or used to the Borrower. The Borrower and the Agent (on behalf of and in consultation with the Term Loan Banks) shall negotiate in good faith with a view to agreeing upon a mutually acceptable alternative basis for determining the interest relevant rate of loansinterest for that Interest Period. If, providedwithin such period as the Agent shall consider to be reasonable, thatsuch period being not less than fourteen (14) days from the date of the aforesaid notice to the Borrower, the Borrower and the Agent are unable to agree upon such alternative basis for determining the relevant rate of interest, then the Term Loan shall bear interest for that Interest Period (but only in respect of the period that the circumstances giving rise to the Agent's aforesaid notice are still subsisting), at the time rate per annum equal to the sum of such statementthe Margin and the cost to each Term Loan Bank (expressed as a rate per annum) of funding its share of the Term Loan (including, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific datewithout limitation, the “Scheduled Unavailability Date”), or (iv) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar cost to that contained in this Section 4.14Term Loan Bank occasioned by or attributable to complying with reserves, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBORliquidity, 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 deposit or other adjustments requirements imposed on that Term Loan Bank by any relevant Government Authority) by whatsoever means it determines to be appropriate (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 "Substitute Rate”"). Such Successor Rate Where the Agent and the Borrower agree --------------- upon a mutually acceptable alternative basis for determining the relevant rate of interest under this Clause, it shall be applied take effect in a manner consistent accordance 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 Agreementterms.

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 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. (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 a manner substantially consistent with market 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. (ii) Seller may, within seventy-five (75) days of Seller’s receipt of the Scheduled Unavailability Notice, provide notice to Buyer of its sole discretion from time election to time and, notwithstanding anything to terminate this Agreement on an elected termination date that is on or after the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes Effective Date (such date, the “Elected Facility Termination Date”). Seller shall become effective without have no liability to Buyer or anyone else for any further action breakage fee, early termination fee, or consent of any other party similar fees, penalties or costs related to this Agreementsuch termination.

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 use the last available One-Month LIBOR reference for determining the One-Month LIBOR during such period. (b) Seller may, within [***] days of Seller’s receipt of the Scheduled Unavailability Notice, (i) give notice to Buyer of its good faith determination that the Successor Rate is not consistent with the successor rate of interest implemented by the majority of financial institutions similar to Buyer for assets similar to the Mortgage Loans in warehouse facilities in the United States similar to this Agreement and (ii) elect to terminate this Agreement on an elected termination date that is on or consent after the Successor Rate Effective Date (such date, the “Elected Facility Termination Date”). Upon such termination, (i) Buyer shall refund the pro-rated portion of any other party unpaid Facility Fee then due and owing from the Successor Rate Effective Date through and including the Elected Facility Termination Date and deposit such refund into the Over/Under Account and (ii) Seller shall have no further liability for the Facility Fee or to this Agreementpay further installments thereof.

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 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. If prior Notwithstanding anything to the contrary herein or in any Payment Dateother Principal Agreement: (a) On March 5, Buyer determines 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in its sole discretion thata public statement the future cessation or loss of representativeness of, among other benchmarks, One-Month LIBOR. On the earliest of (A) the date that One-Month LIBOR has permanently or indefinitely ceased to be provided by reason IBA or has been announced by the FCA pursuant to public statement or publication of circumstances affecting the relevant marketinformation to be no longer representative, (iB) adequate June 30, 2023 and reasonable means do not exist for ascertaining (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is based on One-Month LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Principal Agreement in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Principal Agreement. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (iii) Upon either (A) the occurrence of a Benchmark Transition Event, or (B) in connection with determining the Benchmark Replacement relating to One-Month LIBOR LIBOR, a reasonable determination is no longer made by Buyer that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement selected under clause (2) of the definition of Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Principal Agreement in existencerespect of any Benchmark setting at or after 5:00 p.m. on the [***] calendar day (or if such day is not a Business Day, the next succeeding Business Day) after the date notice of such Benchmark Replacement is provided to Seller without any amendment to, or further action or consent of any other party to, this Agreement or any other Principal Agreement, unless prior to such date Seller shall notify Buyer of its election to terminate this Agreement pursuant to clause (iiid) 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, this Section 4.14; provided that, for the avoidance of doubt, in the event that the then-current Benchmark at the time of such statementBenchmark Transition Event is not a SOFR-based rate, there the Benchmark Replacement therefor LEGAL02/40464938v16 shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless Buyer determines that neither of such alternative rates is no successor administrator that available, and, to the extent the Benchmark Replacement is satisfactory determined in accordance with clause (1) of the definition of Benchmark Replacement, such Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Principal Agreement in respect of any Benchmark setting at or after 5:00 p.m. on the [***] Business Day after the date notice of such Benchmark Replacement is provided to BuyerSeller without any amendment to, that or further action or consent of any other party to, this Agreement or any other Principal Agreement. (ii) On the Early Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will continue to provide replace One-Month LIBOR after for all purposes hereunder and under any Principal Agreement in respect of any setting of such specific date (Benchmark on such specific date, the “Scheduled Unavailability Date”)day and all subsequent settings without any amendment to, or (iv) mortgage loan financing facilities similar further action or consent of any other party to this facility, currently being executed, Agreement or that include language similar to that contained in this Section 4.14, are being executed or amended any other Principal Agreement. (as applicablec) 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 and administration of a Successor RateBenchmark Replacement, Buyer shall will have the right to make Successor Rate Benchmark Replacement Conforming Changes, as determined by Buyer in its sole discretion Changes from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Benchmark Replacement Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement. (d) Buyer will promptly notify Seller of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Buyer pursuant to this Section 4.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 4.14. (e) Seller may, within [***] days of Buyer’s notification of the Benchmark Replacement, (i) give notice to Buyer of its good faith determination that the Benchmark Replacement is not consistent with the successor rate of interest implemented by the majority of financial institutions similar to Buyer for assets similar to the Mortgage Loans in warehouse facilities in the United States similar to this Agreement and (ii) elect to terminate this Agreement on an elected termination date that is on or after the date the Benchmark Replacement is effective (such date, the “Elected Facility Termination Date”). Upon such termination, (i) Buyer shall refund the pro-rated portion of any unpaid Facility Fee then due and owing from the date the Benchmark Replacement is effective through and including the Elected Facility Termination Date and deposit such refund into the Over/Under Account and (ii) Seller shall have no further liability for the Facility Fee or to pay further installments thereof.