Investor Presentaiton
•
Majority Representative and Retention Requirements
The Retained Certificateholder will at all times be the "Majority Representative" unless:
о the Class Principal Amounts of the Retained Certificates are all reduced to zero; or
о
any of the Retained Certificates are sold in violation of the PSA
。 If any of the above occur, the Retained Certificateholder will no longer be the Majority Representative and there will be no
successor Majority Representative appointed
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Any Majority Representative will have the:
。 Optional Redemption Right;
.
。 Right to exercise the Clean-up Call; and
。 Right to terminate the Collateral Administrator and the obligation to replace the Collateral Administrator
Retention Requirements
。 The Retained Certificateholder will be required to retain 100% of the Class M, Class B and Class XS Certificates, and any
related MACR Certificates exchanged therefor, for at least 2 years post-closing
。 After year 2 to year 5 post-closing, the Retained Certificateholder will have the right to sell all (but not less than all) of the
Retained Certificates to a single subsequent purchaser
。 After year 5 post-closing, the Retained Certificateholder or any holders of the Class M Certificates, as applicable, will have
the right to sell some or all of the Class M Certificates and the Retained Certificates if the Retained Certificates Sales
Thresholds are met, provided that all (but not less than all) of the Retained Certificates are sold to a single subsequent
purchaser
Note: See Term Sheet for definitions and further details
CONFIDENTIAL
21
SLST 2023-1
Prepared by Investments and Capital
© Freddie Mac
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