Common use of Alternative Rate Clause in Contracts

Alternative Rate. If on or prior to the Pricing Rate Determination Date for any Pricing Rate Period with respect to any Transaction, Purchaser shall have determined in the exercise of its sole and absolute business judgment (which determination shall be conclusive and binding upon Seller absent manifest error) that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Applicable Index for such Pricing Rate Period, (ii) the Applicable Index has become unavailable or is no longer a representative interest rate for the calculation of floating rates on loans due to lack of market activity, (iii) the Applicable Index determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Purchaser (as determined and certified by Purchaser) of making or maintaining Transactions during such Pricing Rate Period or (iv) the Applicable Index is no longer the industry standard floating rate index, Purchaser shall give notice thereof to Seller as soon as practicable thereafter. Such notice, if given, shall set forth the affected Transactions, the floating rate index selected by Purchaser that Purchaser intends to use as an alternative to the Applicable Index for Seller and similarly situated counterparties (the “Alternative Rate”). If such notice is given, each affected Transaction shall be converted automatically to an Alternative Rate Transaction with its Pricing Rate determined with reference to the Alternative Rate set forth in such notice. In exercising its rights under this Article 6(b), Purchaser shall exercise such rights in a manner which is consistent with other similar agreements with other similarly situated counterparties covered by the U.S. business unit that provides commercial real estate repurchase, warehouse or similar financing arrangements within Purchaser.

Alternative Rate. If on or prior to the Pricing Rate Determination Date for any Pricing Rate Period with respect to any Transaction, Purchaser shall have determined in the exercise of its sole 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, adequate and reasonable means do not exist for ascertaining the then-utilized Applicable Index for such Pricing Rate PeriodPeriod and such Transaction, (ii) the then-utilized Applicable Index has for such Transaction is likely to, or has, become unavailable or is no longer a representative interest rate become an inappropriate index for the calculation of floating rates on loans due to lack of market activity, or (iii) the then-utilized Applicable Index determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Purchaser (as determined and certified by Purchaser) of making or maintaining Transactions during such Pricing Rate Period or (iv) the Applicable Index Transaction is no longer the industry standard floating rate index, Purchaser shall give notice thereof to such Seller as soon as practicable thereafter. Such notice, if given, shall set forth the affected Transactions, the floating rate index selected by Purchaser that Purchaser intends to use as an alternative to the such Applicable Index for Seller and similarly situated counterparties (the “Alternative Rate”). If such notice is givengiven 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 converted automatically to an Alternative Rate Transaction with its Pricing Rate determined with reference to that accrues Purchase Price Differential based on the Alternative Rate set forth in such notice. In exercising 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 same group within Purchaser, each affected Transaction shall be converted automatically to a Federal Funds Rate Transaction. Notwithstanding anything to the contrary 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 the Federal Funds Rate unless Purchaser shall exercise such rights in a manner which is consistent with other similar agreements with other converting the interest rate payable by all of its similarly situated counterparties customers it is entitled to make such claims against under similar repurchase and credit facilities covered by the U.S. business unit that provides commercial real estate repurchasesame group within Purchaser to accrue Purchase Price Differential based on such Alternative Rate or the Federal Funds Rate, warehouse as applicable. This covenant shall survive the termination of this Agreement and the repurchase by Sellers of any or similar financing arrangements within Purchaserall of the Purchased Assets.

Alternative Rate. If on or prior to the Pricing Rate Determination Date for any Pricing Rate Period with respect to any TransactionPayment Date, Purchaser shall have determined Buyer determines in the exercise of its sole and absolute business judgment (which determination shall be conclusive and binding upon Seller absent manifest error) that (i) discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining One-Month LIBOR, One-Month LIBOR is no longer in existence, or the Applicable Index 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 (such Pricing specific date, the “Scheduled Unavailability Date”), Buyer shall give prompt notice thereof to Seller. In addition, upon such time as Buyer chooses in good faith an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein and any proposed Successor Rate PeriodConforming Changes, as determined by Buyer and consistent with the benchmark rate of similarly situated counterparties with similar assets in similar facilities) (such rate, a “Successor Rate”) to succeed One-Month LIBOR, Buyer shall give prior written notice thereof to Seller in the amount of the lesser of (i) forty-five (45) days, and (ii) the Applicable Index has become unavailable or is no longer a representative interest rate for number of days remaining until the calculation of floating rates on loans due to lack of market activityScheduled Unavailability Date, (iii) and the Applicable Index determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect shall be such Successor Rate from the cost to Purchaser (as determined and certified date specified in such notice until such notice has been withdrawn by Purchaser) Buyer. Upon receipt of making or maintaining Transactions during such Pricing Rate Period or (iv) the Applicable Index is no longer the industry standard floating rate index, Purchaser shall give notice thereof to Seller as soon as practicable thereafter. Such notice, if given, shall set forth Seller determines that the affected TransactionsSuccessor Rate chosen by Buyer is unacceptable for any reason, the floating rate index selected by Purchaser that Purchaser intends parties hereto may mutually agree to use as an alternative terminate this Agreement pursuant to the Applicable Index for Seller and similarly situated counterparties (the “Alternative Rate”). If such notice is given, each affected Transaction shall be converted automatically to an Alternative Rate Transaction with its Pricing Rate determined with reference to the Alternative Rate set forth in such notice. In exercising its rights under this Article 6(b), Purchaser shall exercise such rights in a manner which is consistent with other similar agreements with other similarly situated counterparties covered by the U.S. business unit that provides commercial real estate repurchase, warehouse or similar financing arrangements within Purchaserterms hereof.