Common use of Clean-Up Call Rights Clause in Contracts

Clean-Up Call Rights. Seller shall exercise its rights under any optional termination or clean up call rights provided for in the Servicing Agreements and the Underlying Documents (the “Clean Up Call Rights”) only at the prior written direction of MSR – EBO specifying the date of exercise, which shall be at least thirty (30) days after the date of such notice from MSR – EBO. In connection with such exercise of Clean Up Call Rights, Seller has sold and transferred to MSR – EBO (or its designee) pursuant to the Sale Supplements on an exclusive and “as is” basis the right to all economic beneficial rights to such Clean Up Call Rights (including the right to cause Seller to exercise such Clean Up Call Rights), which include the economic beneficial interest in the right to purchase from the related trust for each Servicing Agreement all of the assets of such trust, including the mortgage loans and REO properties (collectively, the “Mortgage Loans”). Any purchase and exercise of such Clean Up Call Rights shall be subject to customary “as is” documentation, which MSR – EBO and Seller will negotiate in good faith. Seller shall give MSR – EBO at least thirty (30) days’ notice prior to the date on which Seller would have to notify the trustee for the related trust of its intent to exercise the related Clean Up Call Rights and will work in good faith with MSR – EBO and the related trustee with respect to the exercise the Clean Up Call Rights. For the avoidance of doubt, MSR – EBO (or its designee) shall fund the exercise of the Clean Ups Call Rights acquired and pay any expenses associated with such exercise (including any of Seller’s reasonable out of pocket expenses and any customary transfer expenses and deboarding fees, if applicable) and pay all unreimbursed Servicer Advances and other amounts owed to Holdings with respect to such Servicing Agreement under this Sale Supplement. The rights of Seller to payment in respect of any exercise of Clean Up Call Rights under this Section 9.1 by MSR – EBO or its designee shall survive any transfer of servicing pursuant to this Addendum.

Clean-Up Call Rights. Seller shall exercise its rights under any optional termination or clean up call rights provided for in the Servicing Agreements and the Underlying Documents (the “Clean Up Call Rights”) only at the prior written direction of MSR – EBO specifying the date of exercise, which shall be at least thirty (30) days after the date of such notice from MSR – EBO. In connection with such exercise of Clean Up Call Rights, Seller has sold hereby sells and transferred transfers to MSR – EBO (or its designee) pursuant to the Sale Supplements on an exclusive and “as is” basis the right to all economic beneficial rights to such Clean Up Call Rights (including the right to cause Seller to exercise such Clean Up Call Rights), which include the economic beneficial interest in the right to purchase from the related trust for each Deferred Servicing Agreement all of the assets of such trust, including the mortgage loans and REO properties (collectively, the “Mortgage Loans”) for a payment of 0.50% of the unpaid principal balance of all Performing Mortgage Loans of such trust (which payment is due upon the exercise of any Clean Up Call Rights). Any purchase and exercise of such Clean Up Call Rights shall be subject to customary “as is” documentation, which MSR – EBO and Seller will negotiate in good faith. Seller shall give MSR – EBO at least thirty (30) days’ notice prior to the date on which Seller would have to notify the trustee for the related trust of its intent to exercise the related Clean Up Call Rights and will work in good faith with MSR – EBO and the related trustee with respect to the exercise the Clean Up Call Rights. For the avoidance of doubt, MSR – EBO (or its designee) shall fund the exercise of the Clean Ups Call Rights acquired and pay any expenses associated with such exercise (including any of Seller’s reasonable out of pocket out‑of‑pocket expenses and any customary transfer expenses and deboarding fees, if applicable) and pay all unreimbursed Servicer Advances and other amounts owed to Holdings with respect to such Servicing Agreement under this Sale Supplement. For purposes of this Section 6.10, “Performing Mortgage Loan” means any Mortgage Loan that is current or thirty (30) days or less delinquent (MBA method). The rights of Seller to payment in respect of any exercise of Clean Up Call Rights under this Section 9.1 6.10 by MSR – EBO or its designee shall survive any transfer of servicing pursuant to this AddendumSection 6.12.

Clean-Up Call Rights. (a) The Seller and the Purchaser agree that the Seller, as residual holder under the Securitization Agreements, shall be entitled to exercise its rights under any optional termination or clean clean-up call rights provided for in the Servicing Agreements and the Underlying Documents (the “Clean Up Call Rights”) only at the prior written direction of MSR – EBO specifying the date of exercise, which shall be at least thirty (30) days after the date of such notice from MSR – EBO. In connection with such exercise of Clean Up Call Rights, Seller has sold and transferred to MSR – EBO (or its designee) pursuant to the Sale Supplements on an exclusive and “as is” basis the right to all economic beneficial rights to such Clean Up Call Rights (including the right to cause Seller to exercise such Clean Up Call Rights), which include the economic beneficial interest in the right to purchase from the related trust for each Servicing Agreement all of the assets of such trust, including the mortgage loans and REO properties redemption option (collectively, the “Mortgage LoansCall Rights”). Any purchase ) available to the Servicer under the related Securitization Agreement, and to effect the termination of the related securitization pursuant to the terms and conditions set forth in the related Securitization Agreement; provided, however, the Seller shall not have any such right to direct the exercise of such Clean Up Call Rights under those Securitization Agreements labeled as Q, R, S, U and V on Exhibit 1 attached hereto. In connection with any such direction to the Purchaser to exercise Call Rights, the Seller shall pay the purchase price set forth in the applicable Securitization Agreement for the exercise of the Call Rights by wire transfer to an account designated by the Purchaser, which payment shall be subject to customary “as is” documentation, which MSR – EBO and Seller will negotiate in good faith. Seller shall give MSR – EBO at least thirty (30) days’ notice made prior to the date on which Seller would have to notify exercise of the trustee for the related trust of its intent to exercise the related Clean Up Call Rights and will work in good faith with MSR – EBO the purchase of the related Mortgage Loans and REO Properties by the Purchaser, it being understood that the Purchaser shall have no obligation to advance any portion of such purchase price. (b) Following any exercise of the Call Rights by the Seller pursuant to this Section 5.04, the Purchaser shall continue to (i) own the Servicing Rights and (ii) service the related Mortgage Loans on a scheduled/scheduled basis and the parties will enter into new servicing agreements containing substantially the same servicing terms, and providing for the same servicing compensation, as set forth in the applicable Securitization Agreement. (c) If at any time the Seller elects not to direct the Purchaser to exercise any Call Rights pursuant to this Section 5.04, the Purchaser shall have such right when the aggregate outstanding principal balance of the related trustee Mortgage Loans is equal to 7% or less of the original cut-off date pool principal balance of such Mortgage Loans. (d) If the Seller directs the Purchaser to exercise its Call Rights pursuant to this Section 5.04 and resecuritizes any of the related Mortgage Loans, the Purchaser will be entitled to an upfront reconstitution fee of $30,000 for each resecuritization, which amount shall be increased 5% every twelve months after the Closing Date, and any related securitization agreements shall be in form and substance satisfactory to the Purchaser. (e) The Seller’s rights under this Section 5.04 shall not be assignable by the Seller without the Purchaser’s consent, other than as set forth in clauses (f) and (g) below, which consent may be withheld by the Purchaser in its sole discretion. (f) In connection with any pledge by the Seller of any residual Security to a Person unaffiliated with the Seller, the Seller may assign to its lenders its rights under this Section 5.04 without the consent of the Purchaser; provided, however, such lenders shall assume, for the benefit of the Purchaser, any obligations of the Seller under this Section 5.04 and under Section 5.06(c) with respect to the exercise the Clean Up related Call Rights. For the avoidance of doubt, MSR – EBO (or its designee) shall fund the Rights in connection with any exercise of remedies by such lenders against the Clean Ups Call Rights acquired and pay Seller. (g) In connection with any expenses associated sale by the Seller of any residual Security to a Person unaffiliated with such exercise (including any of the Seller’s reasonable out of pocket expenses and any customary transfer expenses and deboarding fees, if applicable) and pay all unreimbursed Servicer Advances and other amounts owed to Holdings the Seller may assign its rights under this Section 5.04 with respect to the related Call Rights, provided that: (i) the Purchaser shall have the right to bid to purchase such Servicing Agreement residual Security (it being understood that if the Purchaser’s bid is equal to the highest bid, such tied bid will be awarded to the Purchaser); (ii) in the event the Purchaser does not purchase such residual Security, the Purchaser must consent to the assignment of the Seller’s rights under this Sale Supplement. The rights of Seller Section 5.04, which consent may not be unreasonably withheld; (iii) any such permitted assignee shall be required to payment in assume the Seller’s obligations with respect of any exercise of Clean Up to the related Call Rights under this Section 9.1 5.04 and Section 5.06(c); and (iv) in the event of a subsequent servicing transfer by MSR – EBO or its designee the Purchaser, the Purchaser shall survive cause the successor servicer to agree to assume, for the benefit of the Seller, any transfer obligations of servicing pursuant the Purchaser under this Section 5.04 with respect to this Addendumthe Call Rights.

Clean-Up Call Rights. Seller shall exercise its rights under any optional termination or clean up call rights provided for in the Servicing Agreements and the Underlying Documents (the “Clean Up Call Rights”) only at as the prior written direction of MSR – EBO HLSS specifying the date of exercise, which shall be at least thirty (30) days after the date of such notice from MSR – EBOHLSS. In connection with such exercise of Clean Up Call Rights, Seller has sold hereby sells and transferred transfers to MSR – EBO HLSS (or its designee) pursuant to the Sale Supplements on an exclusive and “as is” basis the right to all economic beneficial rights to such Clean Up Call Rights (including the right to cause Seller to exercise such Clean Up Call Rights), which include the economic beneficial interest in the right to purchase from the related trust for each Deferred Servicing Agreement all of the assets of such trust, including the mortgage loans and REO properties (collectively, the “Mortgage Loans”) for a payment of 0.50% of the unpaid principal balance of all Performing Mortgage Loans of such trust (which payment is due upon the exercise of any Clean Up Call Rights). Any purchase and exercise of such Clean Up Call Rights shall be subject to customary “as is” documentation, which MSR – EBO HLSS and Seller will negotiate in good faith. Seller shall give MSR – EBO HLSS at least thirty (30) days’ notice prior to the date on which Seller would have to notify the trustee for the related trust of its intent to exercise the related Clean Up Call Rights and will work in good faith with MSR – EBO HLSS and the related trustee with respect to the exercise the Clean Up Call Rights. For the avoidance of doubt, MSR – EBO HLSS (or its designee) shall fund the exercise of the Clean Ups Call Rights acquired and pay any expenses associated with such exercise (including any of Seller’s reasonable out of out-of-pocket expenses and any customary transfer expenses and deboarding fees, if applicable) and pay all unreimbursed Servicer Advances and other amounts owed to Holdings with respect to such Servicing Agreement under this Sale Supplement. For purposes of this Section 6.10, “Performing Mortgage Loan” means any Mortgage Loan that is current or thirty (30) days or less delinquent (MBA method). The rights of Seller to payment in respect of any exercise of Clean Up Call Rights under this Section 9.1 6.10 by MSR – EBO HLSS or its designee shall survive any transfer of servicing pursuant to this AddendumSection 6.12.”