Exhibit 10.2


 


EXECUTION


 


OAKS FUNDING LLC


Depositor


 


WELLS FARGO BANK, N.A.


Master Servicer and Securities Administrator


 


FIVE OAKS ACQUISITION CORP.


Servicing Administrator


and


 


Wilmington
Savings Fund Society, FSB, d/b/a Christiana Trust


Trustee for the benefit of


 


Oaks Mortgage Trust Series 2015-2


 





 






 


POOLING AND SERVICING AGREEMENT


dated as of November 1, 2015


 





 



 


OAKS MORTGAGE TRUST SERIES 2015-2


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	Article I	DEFINITIONS	7
	 	 	 	 	 
	 	Section 1.01	Definitions	7
	 	 	 	 
	 	Section 1.02	Master Servicer and Securities Administrator	40
	 	 	 	 	 
	ARTICLE IA	ORGANIZATION OF TRUST	40
	 	 	 	 	 
	Article II	DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES	45
	 	 	 	 	 
	 	Section 2.01	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans	45
	 	 	 	 
	 	Section 2.02	Acceptance of Trust Fund by Trustee; Review of Documentation for
    Trust Fund	46
	 	 	 	 
	 	Section 2.03	Representations and Warranties of the Depositor	47
	 	 	 	 
	 	Section 2.04	Discovery of Breach; Repurchase of Mortgage Loans	48
	 	 	 	 
	 	Section 2.05	Obligations in Respect of Alleged Breach of Representations and Warranties;
    Defective or Missing Mortgage Documents	50
	 	 	 	 
	 	Section 2.06	Procedures Following Determination of Breach of Representations and
    Warranties	52
	 	 	 	 
	 	Section 2.07	Intention of Parties	54
	 	 	 	 
	 	Section 2.08	The Independent Evaluator	55
	 	 	 	 
	 	Section 2.09	Obligations in Respect of Proposed Eminent Domain Mortgage Loan Acquisition	55
	 	 	 	 	 
	Article III	THE CERTIFICATES	57
	 	 	 	 	 
	 	Section 3.01	The Certificates	57
	 	 	 	 
	 	Section 3.02	Registration	57
	 	 	 	 
	 	Section 3.03	Transfer and Exchange of Certificates	58
	 	 	 	 
	 	Section 3.04	Cancellation of Certificates	64
	 	 	 	 
	 	Section 3.05	Replacement of Certificates	65
	 	 	 	 
	 	Section 3.06	Persons Deemed Owners	65
	 	 	 	 
	 	Section 3.07	Temporary Certificates	65
	 	 	 	 
	 	Section 3.08	Appointment of Paying Agent	66
	 	 	 	 
	 	Section 3.09	Book-Entry Certificates	66
	 	 	 	 
	 	Section 3.10	Exchangeable Certificates	67
	 	 	 	 
	 	Section 3.11	Tax Status and Reporting of Exchangeable Certificates	69
	 	 	 	 	 
	Article IV	ADMINISTRATION OF THE TRUST FUND	70
	 	 	 	 	 
	 	Section 4.01	Custodial Accounts; Distribution Account	70
	 	 	 	 
	 	Section 4.02	Reports to Trustee and Certificateholders	72
	 	 	 	 
	 	Section 4.03	Rule 17g-5 Compliance	75
	 	 	 	 
	 	Section 4.04	Rule 15Ga-1 Compliance	77
	 	 	 	 
	 	Section 4.05	Calculations Respecting Mortgage Loans	77


 




    	 	- ii -	 



     


    

 


	Article V	DISTRIBUTIONS TO HOLDERS OF CERTIFICATES	78
	 	 	 	 	 
	 	Section 5.01	Distributions Generally	78
	 	 	 	 
	 	Section 5.02	Distributions From the Distribution Account	78
	 	 	 	 
	 	Section 5.03	Allocation of Realized Losses, Net Interest Shortfalls and Subsequent
    Recoveries	80
	 	 	 	 
	 	Section 5.04	Obligations of the Servicers and the Servicing Administrator	82
	 	 	 	 
	 	Section 5.05	Advances by Master Servicer	82
	 	 	 	 
	 	Section 5.06	Master Servicer Compensating Interest Payments	83
	 	 	 	 
	 	Section 5.07	Distributions and Realized Losses on Uncertificated REMIC Regular
    Interests	83
	 	 	 	 	 
	Article VI	CONCERNING THE TRUSTEE, THE SECURITIES ADMINISTRATOR AND
    THE MASTER SERVICER; EVENTS OF DEFAULT	84
	 	 	 	 	 
	 	Section 6.01	Duties of Trustee, the Securities Administrator and the Master Servicer	84
	 	 	 	 
	 	Section 6.02	Certain Matters Affecting the Trustee, the Securities Administrator and the Master Servicer	88
	 	 	 	 
	 	Section 6.03	Trustee, Securities Administrator and Master Servicer Not Liable for Certificates	89
	 	 	 	 
	 	Section 6.04	Trustee and Securities Administrator May Own Certificates	90
	 	 	 	 
	 	Section 6.05	Eligibility Requirements for Trustee and Securities Administrator	90
	 	 	 	 
	 	Section 6.06	Resignation and Removal of Trustee and the Securities Administrator	91
	 	 	 	 
	 	Section 6.07	Successor Trustee and Successor Securities Administrator	92
	 	 	 	 
	 	Section 6.08	Merger or Consolidation of Trustee or Securities Administrator	93
	 	 	 	 
	 	Section 6.09	Appointment of Co-Trustee, Separate Trustee or Custodian	93
	 	 	 	 
	 	Section 6.10	Authenticating Agents	94
	 	 	 	 
	 	Section 6.11	Indemnification of the Trustee, the Securities Administrator and
    the Master Servicer	95
	 	 	 	 
	 	Section 6.12	Fees and Expenses of the Securities Administrator, the Certificate
    Registrar, the Paying Agent, the Rule 17g-5 Information Provider, the Authenticating Agent, the Trustee and the Custodian	97
	 	 	 	 
	 	Section 6.13	Collection of Monies	97
	 	 	 	 
	 	Section 6.14	Events of Default; Trustee to Act; Appointment of Successor	97
	 	 	 	 
	 	Section 6.15	Additional Remedies of Trustee Upon Event of Default	101
	 	 	 	 
	 	Section 6.16	Waiver of Defaults	102
	 	 	 	 
	 	Section 6.17	Notification to Holders	102
	 	 	 	 
	 	Section 6.18	Directions by Certificateholders and Duties of Trustee During Event
    of Default	102
	 	 	 	 
	 	Section 6.19	Action Upon Certain Failures of the Master Servicer and Upon Event
    of Default	103
	 	 	 	 
	 	Section 6.20	Preparation of Tax Returns and Other Reports	103
	 	 	 	 
	 	Section 6.21	Trustee Capacity; Limitation of Liability	104


 




    	 	- iii -	 



     


    

 


	Article VII	PURCHASE OF MORTGAGE LOANS AND
    TERMINATION OF THE TRUST FUND	104
	 	 	 	 	 
	 	Section 7.01	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or
    Liquidation of All Mortgage Loans	104
	 	 	 	 
	 	Section 7.02	Procedure Upon Redemption and Termination of Trust Fund	105
	 	 	 	 
	 	Section 7.03	Additional Trust Fund Termination Requirements	106
	 	 	 	 	 
	Article VIII	RIGHTS OF CERTIFICATEHOLDERS	107
	 	 	 	 	 
	 	Section 8.01	Limitation on Rights of Holders	107
	 	 	 	 
	 	Section 8.02	Confidentiality of Holders	108
	 	 	 	 
	 	Section 8.03	Acts of Holders of Certificates	108
	 	 	 	 	 
	Article IX	ADMINISTRATION AND SERVICING OF
    MORTGAGE LOANS BY THE MASTER SERVICER	109
	 	 	 	 	 
	 	Section 9.01	Duties of the Master Servicer; Enforcement of Servicing Administrator’s,
    Servicer’s and Master Servicer’s Obligations	109
	 	 	 	 
	 	Section 9.02	Assumption of Master Servicing by Trustee	112
	 	 	 	 
	 	Section 9.03	Representations, Warranties and Covenants of the Master Servicer	112
	 	 	 	 
	 	Section 9.04	Compensation to the Master Servicer	115
	 	 	 	 
	 	Section 9.05	Merger or Consolidation	115
	 	 	 	 
	 	Section 9.06	Resignation of Master Servicer	115
	 	 	 	 
	 	Section 9.07	Assignment or Delegation of Duties by the Master Servicer	116
	 	 	 	 
	 	Section 9.08	Limitation on Liability of the Master Servicer and Others	116
	 	 	 	 
	 	Section 9.09	Indemnification; Third-Party Claims	116
	 	 	 	 
	 	Section 9.10	Master Servicer Fidelity Bond and Master Servicer Errors and Omissions
    Insurance Policy	117
	 	 	 	 
	 	Section 9.11	Annual Statements of Compliance	117
	 	 	 	 
	 	Section 9.12	Annual Assessments of Compliance	117
	 	 	 	 
	 	Section 9.13	Accountant’s Attestation	118
	 	 	 	 	 
	Article X	REMIC ADMINISTRATION	119
	 	 	 	 	 
	 	Section 10.01	REMIC Administration	119
	 	 	 	 
	 	Section 10.02	Prohibited Transactions and Activities	121
	 	 	 	 
	 	Section 10.03	Indemnification With Respect to Prohibited Transactions or Loss of REMIC
    Status	122
	 	 	 	 
	 	Section 10.04	REO Property	122
	 	 	 	 	 
	Article XI	MISCELLANEOUS PROVISIONS	123
	 	 	 	 	 
	 	Section 11.01	Binding Nature of Agreement; Assignment	123
	 	 	 	 
	 	Section 11.02	Entire Agreement	123
	 	 	 	 
	 	Section 11.03	Amendment	123
	 	 	 	 
	 	Section 11.04	Voting Rights	124
	 	 	 	 
	 	Section 11.05	Provision of Information	125


 




    	 	- iv -	 



     


    

 


	 	Section 11.06	Governing Law	125
	 	 	 	 
	 	Section 11.07	Notices	126
	 	 	 	 
	 	Section 11.08	Severability of Provisions	128
	 	 	 	 
	 	Section 11.09	Indulgences; No Waivers	128
	 	 	 	 
	 	Section 11.10	Headings Not to Affect Interpretation	128
	 	 	 	 
	 	Section 11.11	Benefits of Agreement	128
	 	 	 	 
	 	Section 11.12	Special Notices to the Rating Agencies	128
	 	 	 	 
	 	Section 11.13	Conflicts	129
	 	 	 	 
	 	Section 11.14	Counterparts and Imaged Copies	130
	 	 	 	 
	 	Section 11.15	No Petitions	130
	 	 	 	 
	 	Section 11.16	Certifications	130
	 	 	 	 
	 	Section 11.17	Name of the Trustee	130
	 	 	 	 
	 	Section 11.18	FATCA	130
	 	 	 	 
	 	 Section 11.19	Patriot Act Compliance.	131


 


	ATTACHMENTS
	 	 
	Exhibit A	Forms of Certificates
	Exhibit B	Form of Residual Certificate Transfer Affidavit (Transferee)
	Exhibit C	Residual Certificate Transfer Affidavit (Transferor)
	Exhibit D	Form of Custodial Agreement
	Exhibit E-1	Form of Rule 144A Transfer Certificate
	Exhibit E-2	Form of Regulation S Transfer Certificate
	Exhibit E-3	Form of Purchaser’s Letter for Qualified Institutional Buyer
	Exhibit F	Form of Certificateholder Certification
	Exhibit G	Form of ERISA Transfer Affidavit
	Exhibit H	Servicing Criteria to Be Addressed in Assessment of Compliance
	Exhibit I	Form of Certification for NRSROs and Depositor
	Exhibit J	Permitted Exchanges
	Exhibit K	Form of Exchangeable Notice
	Exhibit L	Form of Certificate of Trust
	 	 
	Schedule A	Mortgage Loan Schedule
	Schedule B	AAR Agreements


 




    	 	- v -	 



     


    

 


This POOLING AND SERVICING
AGREEMENT, dated as of November 1, 2015 (this “Agreement”), is by and among OAKS FUNDING LLC, a Delaware limited liability
company, as depositor (the “Depositor”), Wilmington Savings Fund Society, FSB,
d/b/a Christiana Trust, a federal savings bank, as trustee (the “Trustee”) for the benefit of Oaks Mortgage
Trust Series 2015-2 (the “Trust”), FIVE OAKS ACQUISITION CORP., a Delaware corporation, as servicing administrator
(the “Servicing Administrator”), and WELLS FARGO BANK, N.A., a national banking association, in its dual capacities
as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”).


 


PRELIMINARY STATEMENT


 


The Depositor has acquired
the Mortgage Loans from the Sponsor and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed
by the Depositor to the Trustee hereunder for the benefit of the Trust for inclusion in the Trust Fund. On the Closing Date, the
Depositor will acquire the Certificates from the Trust as consideration for the Depositor’s transfer to the Trust Fund of
the Mortgage Loans, and the other property constituting the Trust Fund but excluding the related Servicing Rights. The Depositor
has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans
and the related property constituting the Trust Fund for the benefit of the Trust. All covenants and agreements made by (i) the
Sponsor in the Mortgage Loan Purchase Agreement and in this Agreement and (ii) the Depositor, the Master Servicer, the Securities
Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are
for the benefit of the Trust. The Depositor, the Master Servicer, the Securities Administrator and the Trustee for the benefit
of the Trust are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.


 


As provided herein,
the Trustee is hereby directed by the Depositor to elect that the Trust Fund be treated for federal income tax purposes as comprising
two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”
or the “Upper-Tier REMIC,” as applicable). In addition, the Securities Administrator shall be deemed to acquire and
hold in a subtrust created hereunder certain uncertificated regular interests in the Upper-Tier REMIC, which subtrust shall be
treated as a separate grantor trust for tax purposes as further described in Section 3.11 hereof.


 


The Lower-Tier REMIC
shall hold as its assets all property of the Trust Fund other than the interests in any REMIC formed hereby. The Class LT-R Certificate
evidences ownership of the residual interest in the Lower-Tier REMIC (the “LT-R Interest”) and the LT-R Interest is
hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. Each Lower-Tier REMIC Regular Interest referenced
in the chart below that describes the Lower-Tier REMIC shall be uncertificated and is hereby designated as a regular interest in
the Lower-Tier REMIC.


 


The Upper-Tier REMIC
shall hold as its assets all of the Lower-Tier REMIC Regular Interests issued by the Lower-Tier REMIC. The Class R Certificate
evidences ownership of the residual interest in the Upper-Tier REMIC (the “UT-R Interest”) and the UT-R Interest is
hereby designated as the sole Class of residual interest in the Upper-Tier REMIC. Each Upper-Tier Interest referenced in the chart
below that describes the Upper-Tier REMIC is hereby designated as a regular interest in the Upper-Tier REMIC.


 




     


     


    

 


For all purposes other
than federal tax purposes, each Certificate evidences an ownership interest in the Trust. For federal taxation purposes, each Certificate
(other than the Class R Certificate, the Class LT-R Certificate, any Initial Exchangeable Certificate (as defined herein) and any
Exchangeable Certificate (as defined herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that
is referenced as corresponding to such Certificate in the chart below that describes the Certificates. Each Initial Exchangeable
Certificate and each Exchangeable Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as further
described in Section 3.11 hereof, which subtrust shall be deemed to own the Uncertificated Upper-Tier Interests (as defined herein).


 


The REMICs created
hereunder shall be administered for tax purposes as provided in this Preliminary Statement and Article X hereof. The Exchangeable
Subtrust shall be administered for tax purposes as provided in this Preliminary Statement, Article X and Sections 3.10 and 3.11
hereof.


 


Lower-Tier REMIC


 


As provided herein,
the Trustee, at the direction of the Depositor, will make an election to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a “REMIC”)
for federal income tax purposes, and such segregated pool of assets will be designated as the “Lower-Tier REMIC.” The
LT-R Interest will represent the sole class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the initial
Uncertificated Certificate Principal Amount and the Uncertificated Lower-Tier REMIC Interest Rate for each of the “regular
interests” in the Lower-Tier REMIC (the “Lower-Tier REMIC Regular Interests”). None of the Lower-Tier REMIC Regular
Interests will be certificated. The latest possible maturity date (determined for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of each of the Lower-Tier REMIC Regular Interests will be the Latest Possible Maturity Date as defined herein.


 


	Designation	 	Initial Uncertificated
 Certificate Principal
 Amount or Notional
 Amount	 	 	Uncertificated
 Lower-Tier REMIC
 Interest Rate	 	 	Corresponding Classes of Upper-Tier
 Interests
	LT-A-6	 	$	15,327,000	 	 	 	(1)  	 	 	UT-A-6, UT-A-X-1, UT-A-X-5
	LT-A-9	 	$	160,183,000	 	 	 	(1)  	 	 	UT-A-9, UT-A-X-1, UT-A-X-6
	LT-A-11	 	$	53,394,000	 	 	 	(1)  	 	 	UT-A-11, UT-A-X-1, UT-A-X-7
	LT-B-1	 	$	8,041,000	 	 	 	(1)  	 	 	UT-B-1
	LT-B-2	 	$	5,653,000	 	 	 	(1)  	 	 	UT-B-2
	LT-B-3	 	$	4,146,000	 	 	 	(1)  	 	 	UT-B-3
	LT-B-4	 	$	2,010,000	 	 	 	(1)  	 	 	UT-B-4
	LT-B-5	 	$	1,257,000	 	 	 	(1)  	 	 	UT-B-5
	LT-B-6	 	$	1,256,547	 	 	 	(1)  	 	 	UT-B-6



 


 






		(1)	Net WAC Rate.



 




    	 	- 2 -	 



     


    

 


The Upper-Tier REMIC


 


As provided herein,
the Trustee, at the direction of the Depositor, will make an election to treat the segregated pool of assets consisting of the
Lower-Tier REMIC Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated
the “Upper-Tier REMIC”. The Class UT-A-6, UT-A-9, UT-A-11, UT-A-X-1, UT-A-X-5, UT-A-X-6, UT-A-X-7, UT-B-1, UT-B-2,
UT-B-3, UT-B-4, UT-B-5 and UT-B-6 Upper-Tier Interests referenced below each constitute regular interests in the Upper-Tier REMIC
that correspond to the Certificates indicated in the chart below, and the UT-R Interest corresponds to the Class R Certificate
and constitutes the sole Class of residual interest in the Upper-Tier REMIC. The latest possible maturity date (determined for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the regular interests in the Upper-Tier REMIC
will be the Latest Possible Maturity Date as defined herein.


 


	Designation	 	Initial Certificate
 Principal Amount
 or Notional
 Amount	 	 	Interest
 Rate	 	 	Corresponding Classes of Certificates
	UT-A-6	 	$	15,327,000	 	 	 	(1	)	 	Class A-1, Class A-2, Class A-5, Class A-6, Class A-7
	 	 	 	 	 	 	 	 	 	 	 
	UT-A-9	 	$	160,183,000	 	 	 	(1	)	 	Class A-1, Class A-2, Class A-3, Class A-4,  Class A-7, Class A-8, Class A-9
	 	 	 	 	 	 	 	 	 	 	 
	UT-A-11	 	$	53,394,000	 	 	 	(1	)	 	Class A-1, Class A-2, Class A-3, Class A-4, Class A-7, Class A-10, Class A-11
	 	 	 	 	 	 	 	 	 	 	 
	UT-A-X-1	 	$	228,904,000	(2)	 	 	(3	)	 	Class A-X-1, Class A-X-2, Class A-7
	 	 	 	 	 	 	 	 	 	 	 
	UT-A-X-5	 	$	15,327,000	(4)	 	 	(5	)	 	Class A-X-2, Class A-X-3, Class A-X-5,  Class A-1, Class A-5, Class A-7
	 	 	 	 	 	 	 	 	 	 	 
	UT-A-X-6	 	$	160,183,000	(6)	 	 	(5	)	 	Class A-X-2, Class A-X-3, Class A-X-4,  Class A-X-6,  Class A-1, Class A-3, Class A-7, Class A-8
	 	 	 	 	 	 	 	 	 	 	 
	UT-A-X-7	 	$	53,394,000	(7)	 	 	(5	)	 	Class A-X-2, Class A-X-3, Class A-X-4,  Class A-X-7,  Class A-1, Class A-3, Class A-7, Class A-10
	 	 	 	 	 	 	 	 	 	 	 
	UT-B-1	 	$	8,041,000	 	 	 	(8	)	 	Class B-1
	 	 	 	 	 	 	 	 	 	 	 
	UT-B-2	 	$	5,653,000	 	 	 	(8	)	 	Class B-2
	 	 	 	 	 	 	 	 	 	 	 
	UT-B-3	 	$	4,146,000	 	 	 	(8	)	 	Class B-3
	 	 	 	 	 	 	 	 	 	 	 
	UT-B-4	 	$	2,010,000	 	 	 	(8	)	 	Class B-4
	 	 	 	 	 	 	 	 	 	 	 
	UT-B-5	 	$	1,257,000	 	 	 	(8	)	 	Class B-5
	 	 	 	 	 	 	 	 	 	 	 
	UT-B-6	 	$	1,256,547	 	 	 	(8	)	 	Class B-6



 




    	 	- 3 -	 



     


    

 


 






		(1)	Upper-Tier Interests UT-A-6, UT-A-9 and UT-A-11 will each bear interest at 3.00% per annum, subject
to a cap equal to the Net WAC Rate.



 


		(2)	Upper Tier Interest UT-A-X-1 is not entitled to distributions of principal, but will accrue interest
on a notional amount equal to the aggregate Uncertificated Certificate Principal Amount of Lower-Tier REMIC Regular Interests LT-A-6,
LT-A-9 and LT-A-11.



 


		(3)	Upper Tier Interest UT-A-X-1 will bear interest at a rate equal to the excess, if any, of (x) the
Net WAC Rate over (y) 3.50% per annum.



 


		(4)	Upper-Tier Interest UT-A-X-5 is not entitled to distributions of principal, but will accrue interest
on a notional amount equal to the Uncertificated Certificate Principal Amount of Lower-Tier REMIC Regular Interest LT-A-6.



 


		(5)	Upper-Tier Interests UT-A-X-5, UT-A-X-6 and UT-A-X-7 will each bear interest at a rate equal to
the excess, if any, of (x) the Net WAC Rate over (y) the greater of (A) 3.00% per annum and (B) the difference between (i) the
Net WAC Rate and (ii) 0.50% per annum.



 


		(6)	Upper-Tier Interest UT-A-X-6 is not entitled to distributions of principal, but will accrue interest
on a notional amount equal to the Uncertificated Certificate Principal Amount of Lower-Tier REMIC Regular Interest LT-A-9.



 


		(7)	Upper-Tier Interest UT-A-X-7 is not entitled to distributions of principal, but will accrue interest
on a notional amount equal to the Uncertificated Certificate Principal Amount of Lower-Tier REMIC Regular Interest LT-A-11.



 


		(8)	Net WAC Rate.



 


On each Distribution
Date, the Available Distribution Amount distributable as interest and principal on the Certificates shall be deemed to have been
distributed as interest and principal with respect to the Upper-Tier Interests to the same extent that such amounts are allocated
to the Corresponding Class of Certificates. Such amounts will be allocated to the Upper-Tier Interests on a pro rata basis to the
extent a Corresponding Class of Certificates has more than one (1) related Upper-Tier Interest. For the avoidance of doubt, amounts
allocated to the Class LT-R Certificate pursuant to Section 5.02(a) shall be excluded from the Available Distribution Amount for
the Upper-Tier REMIC.


 


The foregoing REMIC
structure is intended to cause all of the cash flow from the Mortgage Loans (other than amounts distributable on the Class LT-R
Certificates) to flow through to the Upper-Tier REMIC without creating any shortfall—actual or potential (other than for
credit losses). To the extent that the structure has diverged from such intention, the parties hereto agree to amend the terms
of this Agreement pursuant to Section 11.03(a) without the consent of Certificateholders (so long as such amendment does not materially
adversely affect Certificateholders) to resolve any ambiguities and rectify any drafting errors to accomplish such intention.


 




    	 	- 4 -	 



     


    

 


The Certificates


 


The following table
describes the Class designation, initial Certificate Principal Amount (or initial Certificate Notional Amount), Certificate Interest
Rate, minimum denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder and whether
such Certificate evidences ownership of a Certificated Upper-Tier Interest or ownership of an interest in the Exchangeable Subtrust
that holds the Uncertificated Upper-Tier Interests.


 


	Class
 Designation	 	Initial Certificate
 Principal Amount or
 Notional Amount	 	 	Certificate
 Interest Rate(1)	 	 	Minimum
 Denominations or
 Percentage
 Interest	 	 	Corresponding Ownership for Tax
	Offered Certificates
	Class A-1	 	$	228,904,000	 	 	 	3.50	%(2)	 	$	100,000	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-X-1(3)	 	$	228,904,000	(5)	 	 	0.41	%(6)	 	$	1,000,000	 	 	Initial Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-2(3)	 	$	228,904,000	 	 	 	3.00	%(2)	 	$	100,000	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-X-2(3)	 	$	228,904,000	(5)	 	 	0.91	%(7)	 	$	1,000,000	 	 	Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-X- 3(3)	 	$	228,904,000	(5)	 	 	0.50	%(8)	 	$	1,000,000	 	 	Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-3(3)	 	$	213,577,000	 	 	 	3.50 	 %(2)	 	$	100,000	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-4(3)	 	$	213,577,000	 	 	 	3.00	%(2) 	 	$	100,000	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-X-4(3)	 	$	213,577,000	(5)	 	 	0.50	%(8)	 	$	1,000,000	 	 	Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-5(3)	 	$	15,327,000	 	 	 	3.50	%(2)	 	$	100,000	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-6(3)	 	$	15,327,000	 	 	 	3.00	%(2)	 	$	100,000	 	 	Initial Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-X- 5(3)	 	$	15,327,000	(5)	 	 	0.50	%(8)	 	$	1,000,000	 	 	Initial Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-7(3)	 	$	228,904,000	 	 	 	3.91	%(4)	 	$	100,000	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-8(3)	 	$	160,183,000	 	 	 	3.50	%(2)	 	$	100,000	 	 	Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-9(3)	 	$	160,183,000	 	 	 	3.00	%(2)	 	$	100,000	 	 	Initial Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-X-6(3)	 	$	160,183,000	(5)	 	 	0.50	%(8)	 	$	1,000,000	 	 	Initial Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-10(3)	 	$	53,394,000	 	 	 	3.50	%(2)	 	$	100,000	 	 	Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-11(3)	 	$	53,394,000	 	 	 	3.00	%(2)	 	$	100,000	 	 	Initial Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class A-X-7(3)	 	$	53,394,000	(5)	 	 	0.50	%(8)	 	$	1,000,000	 	 	Initial Exchangeable Subtrust/ Uncertificated Upper-Tier Interest
	Class B-1	 	$	8,041,000	 	 	 	3.91	%(4)	 	$	100,000	 	 	Certificated Upper-Tier Interest
	Class B-2	 	$	5,653,000	 	 	 	3.91	%(4)	 	$	100,000	 	 	Certificated Upper-Tier Interest
	Class B-3	 	$	4,146,000	 	 	 	3.91	%(4)	 	$	100,000	 	 	Certificated Upper-Tier Interest
	Class B-4	 	$	2,010,000	 	 	 	3.91	%(4)	 	$	100,000	 	 	Certificated Upper-Tier Interest
	Class B-5	 	$	1,257,000	 	 	 	3.91	%(4)	 	$	100,000	 	 	Certificated Upper-Tier Interest
	Class B-6	 	$	1,256,547	 	 	 	3.91	%(4)	 	$	100,000	 	 	Certificated Upper-Tier Interest
	Non-Offered Certificates
	Class R	 	 	N/A	 	 	 	N/A	 	 	 	100	%	 	Certificated Residual in Upper-Tier REMIC
	Class LT-R	 	 	N/A	 	 	 	N/A	 	 	 	100	%	 	Certificated Residual in the Lower-Tier REMIC



 




    	 	- 5 -	 



     


    

 


		(1)	Each Certificate Interest Rate is subject to the Net WAC Rate for such Distribution Date or will
be the Net WAC Rate for such Distribution Date.



 


		(2)	The Certificate Interest Rate on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-8, Class A-9, Class A-10 and Class A-11 Certificates with respect to any Distribution Date will be a per annum rate
equal to the lesser of (i) the initial Certificate Interest Rate set forth in the table above and (ii) the Net WAC Rate for such
Distribution Date.



 


		(3)	All or a portion of the Initial Exchangeable Certificates can be exchanged for the Exchangeable
Certificates and vice versa in the combinations set forth in Exhibit J. In addition, certain Exchangeable Certificates can be exchanged
for other Exchangeable Certificates, and vice versa. On the Closing Date the aggregate Certificate Principal Amount of the Senior
Certificates will equal $228,904,000. All exchanges are subject to certain requirements of the Securities Administrator as described
herein.



 


		(4)	The Certificate Interest Rate on the Class A-7, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates will each bear interest at a variable pass-through rate equal to the Net WAC Rate. The initial interest
rate for the Subordinate Certificates with respect to the first Distribution Date will be 3.91% per annum.



 


		(5)	Notional Amount. The Class A-X-1, Class A-X-2, Class A-X-3, Class A-X-4, Class A-X-5, Class A-X-6
and Class A-X-7 Certificates are Interest-Only Certificates that are not entitled to distributions of principal. The Class A-X-1,
Class A-X-2 and Class A-X-3 Certificates will accrue interest on a Notional Amount equal to the allocable portion of the aggregate
Certificate Principal Amounts of the Class A-6, Class A-9 and Class A-11 Certificates as adjusted with respect to any exchanges
made for Exchangeable Certificates. The Class A-X-4 Certificates will accrue interest on a Notional Amount equal to the allocable
portion of the aggregate Certificate Principal Amounts of the Class A-9 and Class A-11 Certificates as adjusted with respect to
any exchanges made for Exchangeable Certificates. The Class A-X-5 Certificates will accrue interest on a Notional Amount equal
to the allocable portion of the Certificate Principal Amount of the Class A-6 Certificates as adjusted with respect to any exchanges
made for Exchangeable Certificates. The Class A-X-6 Certificates will accrue interest on a Notional Amount equal to the allocable
portion of the Certificate Principal Amount of the Class A-9 Certificates as adjusted with respect to any exchanges made for Exchangeable
Certificates. Class A-X-7 Certificates will accrue interest on a Notional Amount equal to the allocable portion of the Certificate
Principal Amount of the Class A-11 Certificates as adjusted with respect to any exchanges made for Exchangeable Certificates.



 


		(6)	The Certificate Interest Rate on the Class A-X-1 Certificates with respect to any Distribution
Date will be a per annum rate equal to the excess, if any, of (i) the Net WAC Rate for such Distribution Date over (ii) 3.50%.



 


		(7)	The Certificate Interest Rate on the Class A-X-2 Certificates with respect to any Distribution
Date will be a per annum rate equal to the excess, if any, of (i) the Net WAC Rate for such Distribution Date over (ii) 3.00%.



 


		(8)	The Certificate Interest Rate on the Class A-X-3, Class A-X-4, Class A-X-5, Class A-X-6 and Class
A-X-7 Certificates with respect to any Distribution Date will be a per annum rate equal to the lesser of (i) the excess, if any,
of the Net WAC Rate for such Distribution Date minus 3.00% and (ii) 0.50%.



 


In consideration of
the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator and the Trustee hereby
agree as follows.


 




    	 	- 6 -	 



     


    

 


Article
I


 


DEFINITIONS


 


		Section 1.01	Definitions. The following words and phrases, unless
the context otherwise requires, shall have the following meanings:



 


AAR Agreement:
Each assignment, assumption and recognition agreement listed on Schedule B among an Originator, Five Oaks Acquisition Corp., as
assignor, and the Trustee, pursuant to which the related Purchase Agreement (including the representations and warranties relating
to the Mortgage Loans therein) is assigned to the Trustee for the benefit of the Trust.


 


Accepted Master
Servicing Practices: With respect to any Mortgage Loan, those mortgage master servicing practices of prudent mortgage master
servicing institutions that master service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.


 


Accepted Servicing
Practices: With respect to Cenlar, Customary Servicing Procedures as defined in the Cenlar Servicing Agreement, with respect
to PHH, Accepted Servicing Practices as defined in the PHH Servicing Agreement, with respect to SPS, Accepted Servicing Practices
as defined in the SPS Servicing Agreement and with respect to Shellpoint, Accepted Servicing Practices as defined in the Shellpoint
Servicing Agreement.


 


Accountant:
A Person engaged in the practice of accounting who (except when this Agreement provides that an Accountant must be Independent)
may be employed by or affiliated with the Depositor or an Affiliate of the Depositor.


 


Accountant’s
Attestation: As defined in Section 9.13(a).


 


Accrual Period:
With respect to any Distribution Date and for each Class of Certificates, the calendar month immediately preceding the month in
which the Distribution Date occurs. For each Distribution Date and each related Accrual Period, interest will be calculated on
the basis of a 360-day year consisting of twelve (12) 30-day months.


 


Advance: The
payments required to be made by the Master Servicer, the Servicer or the Servicing Administrator with respect to any Distribution
Date pursuant to this Agreement or the related Servicing Agreement, as applicable, the amount of any such payment being equal to
the aggregate of the Scheduled Payments of principal and interest (net of the Master Servicing Fee and the Servicing Fee) on the
Mortgage Loans that were due on the related Due Date and not received as of the close of business on the related Determination
Date or, less the aggregate amount of any such late payments that the Master Servicer, the Servicer or the Servicing Administrator,
as applicable, have determined would constitute Nonrecoverable Advances if advanced.


 


Adverse Grantor
Trust Event: Any event that would cause the Exchangeable Subtrust to lose its status as a grantor trust for federal income
tax purposes.


 


Adverse REMIC Event:
Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC
in the Preliminary Statement to this Agreement (other than pursuant to a “qualified liquidation” within the meaning
of Section 860F(a)(4) of the Code), or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited
transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to
the extent such tax would be payable from assets held as part of the Trust Fund.


 




    	 	- 7 -	 



     


    

 


Affiliate: With
respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


Aggregate Expense
Rate: The sum of the Aggregate Servicing Fee Rate, the Master Servicing Fee Rate and the Trustee Fee Rate.


 


Aggregate Servicing
Fee Rate: 0.25% per annum.


 


Aggregate Stated
Principal Balance: As to any date of determination, the aggregate Stated Principal Balance of the Mortgage Loans that were
outstanding as of the most recent Due Date.


 


Aggregate Subordinate
Percentage: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate
Certificate Principal Amount of the Subordinate Certificates prior to any distributions of principal and allocations of Realized
Losses, Certificate Writedown Amounts or Subsequent Recoveries on such Distribution Date, and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the preceding Distribution Date.


 


Aggregate Voting
Interests: The aggregate of the Voting Interests of all the Certificates under this Agreement.


 


Agreement: This
Pooling and Servicing Agreement and all amendments and supplements hereto.


 


Applicable Credit
Support Percentage: For each Class of Subordinate Certificates and any Distribution Date, the sum of the Class Subordination
Percentage of that Class and the aggregate Class Subordination Percentage of all other Classes (if any) of Subordinate Certificates
having lower payment priorities than that Class.


 


Assessment of Compliance:
As defined in Section 9.12(a).


 


Assignment of Mortgage:
An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to the party indicated therein
or if the related Mortgage has been recorded in the name of MERS or its designee, such actions as are necessary to cause the Issuer
or its designee to be shown as the owner of the related Mortgage on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.


 


Authenticating Agent:
Any authenticating agent appointed by the Trustee pursuant to Section 6.10 until any successor authenticating agent for the Certificates
is named, and thereafter “Authenticating Agent” shall mean any such successor. The initial Authenticating Agent shall
be the Securities Administrator.


 




    	 	- 8 -	 



     


    

 


Authorized Officer:
Any Person who may execute an Officer’s Certificate on behalf of the Depositor.


 


Available Distribution
Amount: With respect to any Distribution Date, the sum of the following amounts:


 


(A) (i) all Scheduled
Payments of interest (net of the Servicing Fees, the Master Servicing Fee and the Trustee Fee) and principal due during the related
Due Period and received by the related Determination Date, together with any Advances in respect thereof or collections or Advances
with respect to a prior Due Period that were not included in the Available Distribution Amount for a previous Distribution Date;
(ii) Insurance Proceeds received during the related Prepayment Period; (iii) Liquidation Proceeds received during the related Prepayment
Period (net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances and Servicing
Advances, if any); (iv) Subsequent Recoveries received during the related Prepayment Period and any amounts received by the Trustee
since the prior Distribution Date as reimbursements for expenses or other amounts that were previously applied to reduce the Available
Distribution Amount and were not applied to reduce the Net WAC Rate for any Distribution Date; (v) all Principal Prepayments, together
with any accrued interest thereon, identified as having been received on the Mortgage Loans during the related Prepayment Period,
plus any amounts received from the related Servicer or the Servicing Administrator in respect of Net Prepayment Interest Shortfalls
or Prepayment Interest Shortfalls (or received from the Master Servicer in the event the related Servicer or Servicing Administrator
defaults on its obligation to pay Net Prepayment Interest Shortfalls or Prepayment Interest Shortfalls) on such Mortgage Loans;
(vi) amounts received since the prior Distribution Date (or the Closing Date in the case of the first Distribution Date) as the
Substitution Amount and the Repurchase Price of each Mortgage Loan repurchased by an Originator or the Sponsor during the related
Prepayment Period in connection with a related Remedy Obligation as a result of a Material Breach or a Material Document Defect
or by an Originator as a result of an early payment default provision in the related AAR Agreement, other than any portion of the
repurchase price that represents reimbursement of expenses or payment of damages; (vii) amounts received from a governmental authority
in connection with any purchases of Mortgage Loans through the power of eminent domain (without duplication of amounts set forth
in clause (iii) above); and (viii) the Clean-Up Call Price paid by the Servicing Administrator or the Master Servicer to purchase
the Mortgage Loans and terminate the Trust, if applicable, other than the portion of the Clean-Up Call Price required to be paid
to other parties that is not subtracted pursuant to clauses (B), (C) and (D) below;


 


minus the sum of
the following amounts:


 


(B) amounts applied
to reimburse all Advances and Servicing Advances previously made and other amounts as to which the Servicers (or any successor
servicer) or the Servicing Administrator are entitled to be reimbursed pursuant to the applicable Servicing Agreements, without
duplication to the extent such reimbursement has reduced the amount determined in clause (A) above;


 


(C) amounts applied
to reimburse Advances previously made by the Master Servicer as to which it is entitled to be reimbursed pursuant to the related
Servicing Agreement or this Agreement, as applicable; and


 




    	 	- 9 -	 



     


    

 


(D) an amount equal
to all Extraordinary Trust Expenses (except as otherwise provided in the definition thereof), payable or reimbursable to the Master
Servicer, the Securities Administrator and the Trustee from the Trust Fund hereunder and the Custodian under the Custodial Agreement,
subject to the annual expense limits as described in the definition of Extraordinary Trust Expenses.


 


Bankruptcy:
As to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication
as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in
the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant
to the provisions of either the Bankruptcy Code or any other similar state laws.


 


Bankruptcy Code:
The United States Bankruptcy Code, as amended.


 


Basic Documents:
This Agreement, the Purchase Agreements, the Servicing Agreements and any other agreements relating to the servicing of the Mortgage
Loans, the AAR Agreements, the Custodial Agreement and any amendment or supplement to any such document.


 


Benefit Plan Opinion:
An Opinion of Counsel satisfactory to the Certificate Registrar, the Depositor and the Trustee to the effect that any proposed
transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations
or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.


 


Book-Entry Certificates:
Beneficial interests in Certificates designated as “Book-Entry Certificates” in this Agreement, ownership and transfers
of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 3.09; provided, that
after the occurrence of a Book-Entry Termination whereupon book-entry registration and transfer are no longer permitted and Definitive
Certificates are to be issued to Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry Certificates.”
As of the Closing Date, the following Classes of Certificates constitute Book-Entry Certificates: Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-X-1, Class A-X-2, Class A-X-3,
Class A-X-4, Class A-X-5, Class A-X-6, Class A-X-7, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.


 


Book-Entry Termination:
As defined in Section 3.09(c).


 


Business Day:
Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the States of Maryland, Delaware, Minnesota or New York,
(iii) a day on which banking institutions in the States of Maryland, Delaware, Minnesota or New York, or any city in which the
Corporate Trust Office of the Trustee or the Securities Administrator is located, are authorized or obligated by law or executive
order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.


 


Cenlar: Cenlar
FSB.


 


Cenlar-Serviced
Mortgage Loans: The Mortgage Loans for which Cenlar is identified on the Mortgage Loan Schedule as the servicer.


 




    	 	- 10 -	 



     


    

 


Cenlar Servicing
AAR: Assignment, Assumption and Recognition Agreement by and among Five Oaks Acquisition Corp., as assignor and servicing administrator,
the Depositor, Cenlar and the Trustee, dated as of November 10, 2015, pursuant to which the Sponsor’s rights with respect
to the Cenlar Servicing Agreement are assigned in part to the Trust Fund.


 


Cenlar Servicing
Agreement: The Flow Mortgage Loan Securitization Subservicing Agreement by and between Cenlar and Five Oaks Acquisition Corp.,
as owner and servicing administrator, and Five Oaks Investment Corp., as guarantor, dated as of April 1, 2015, as amended or supplemented
from time to time as permitted thereunder and as modified by the Cenlar Servicing AAR.


 


Cenlar Servicing
Fee: As to any Distribution Date and each Cenlar-Serviced Mortgage Loan, the servicing compensation payable to Cenlar or any
successor servicer under the Cenlar Servicing Agreement on such Distribution Date pursuant to the Cenlar Servicing Agreement.


 


Certificate:
Any one of the certificates signed by the Trustee and authenticated by the Securities Administrator as Authenticating Agent in
substantially the forms attached hereto as Exhibit A.


 


Certificate Interest
Rate: With respect to each Class of Certificates, the per annum rate described in the Preliminary Statement to this Agreement.


 


Certificate Owner:
With respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).


 


Certificate of Trust:
As defined in Section 1A.03.


 


Certificate Principal
Amount: With respect to any Certificate (other than the Interest-Only Certificates and the Residual Certificates) and any Distribution
Date, the maximum specified dollar amount of principal to which the Holder thereof is then entitled under this Agreement, that
amount being equal to the initial principal amount set forth on the face of such Certificate less (i) the amount of all principal
distributions previously made with respect to that Certificate; (ii) the principal portion of any Realized Losses previously allocated
to that Certificate; and (iii) any Certificate Writedown Amount or portion thereof previously allocated to that Certificate;
provided, however, that on any Distribution Date on which a Subsequent Recovery or any amount described in clause (4) of the
definition of Senior Principal Distribution Amount or Subordinate Principal Distribution Amount is distributed, the Certificate
Principal Amount of any Certificate to which a Realized Loss amount or Certificate Writedown Amount had previously been applied
will be increased in accordance with Section 5.03(c), by an amount equal to the lesser of (A) the principal portion of any Realized
Loss amount or Certificate Writedown Amount previously allocated to that Certificate to the extent not previously recovered and
(B) the sum of (x) the principal portion of any Subsequent Recovery allocable to such Certificate after application (for this purpose)
to more senior Classes of Certificates pursuant to this Agreement and (y) any amount described in clause (4) of the definition
of Senior Principal Distribution Amount or Subordinate Principal Distribution Amount after application (for this purpose) to more
senior Classes of Certificates pursuant to this Agreement; and provided further that on any Distribution Date on which the aggregate
Stated Principal Balance of the Mortgage Loans exceeds the aggregate Certificate Principal Amount of the Certificates, such excess
(including any excess attributable to the allocation of Principal Forbearance Amounts) will be allocated (in the same manner as
Subsequent Recoveries are allocated pursuant to Section 5.03(c)) to increase the Certificate Principal Amount of any Certificate
to which a Realized Loss amount or Certificate Writedown Amount has previously been allocated, up to the principal amount of such
Realized Loss amount or Certificate Writedown Amount to the extent not previously recovered. For the sake of clarity, no payment
of Fixed Fees will reduce the Certificate Principal Amount with respect to any Certificates.


 




    	 	- 11 -	 



     


    

 


The Interest-Only Certificates
and the Residual Certificates are issued without Certificate Principal Amounts. Notwithstanding the foregoing, the Certificate
Principal Amount of the Initial Exchangeable Certificates and the Exchangeable Certificates will be subject to increase or decrease
from time to time in connection with exchanges of such Certificates as described herein. When “Certificate Principal Amount”
is used with reference to any Class or Classes of Certificates, such term shall mean the aggregate of the Certificate Principal
Amounts of all Certificates of such Class or Classes. With respect to any Uncertificated Upper-Tier Interest (other than the interest-only
Upper-Tier Interests), the initial Certificate Principal Amount as shown or described in the related table set forth in the Preliminary
Statement to this Agreement for the Upper-Tier REMIC, as reduced by principal distributed with respect to such Uncertificated Upper-Tier
Interest, and Realized Losses or Certificate Writedown Amounts allocated to such Uncertificated Upper-Tier Interest at the date
of determination.


 


Certificate Purchase
Agreement: The Certificate Purchase Agreement, dated November 5,
2015, among the Depositor, the Sponsor and the Initial Purchasers.


 


Certificate Register
and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 3.02. The initial Certificate
Registrar shall be the Securities Administrator.


 


Certificate Writedown
Amount: The amount by which the aggregate Certificate Principal Amount of all the Certificates (other than the Interest-Only
Certificates and the Residual Certificates) on any Distribution Date (after giving effect to distributions of principal and allocations
of Realized Losses on that Distribution Date) exceeds the Aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date.


 


Certificated Upper-Tier
Interest: Any or all, as the context requires, of the following regular interests in the Upper-Tier REMIC described in the
Preliminary Statement to this Agreement as the Class UT-B1 Upper Tier Interest, Class UT-B2 Upper Tier Interest, Class UT-B3 Upper
Tier Interest, Class UT-B4 Upper Tier Interest, Class UT-B5 Upper Tier Interest and Class UT-B6 Upper Tier Interest.


 


Certificateholder:
The meaning provided in the definition of “Holder.”


 


Civil Relief Act:
The Servicemembers Civil Relief Act, as amended, or any similar state or local law.


 


Class: Collectively,
Certificates bearing the same class designation. In the case of each Lower-Tier REMIC Regular Interest or Uncertificated Upper-Tier
Interest, the term “Class” refers to all Lower-Tier REMIC Regular Interests or Uncertificated Upper-Tier Interests
having the same alphanumeric designation.


 


Class B Certificates:
Collectively, the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.


 


Class LT-R Certificate:
The Class LT-R Certificate executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A, and evidencing the ownership of the LT-R Interest.


 




    	 	- 12 -	 



     


    

 


Class R Certificate:
The Class R Certificate executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in
the form annexed hereto as Exhibit A, and evidencing the ownership of the UT-R Interest.


 


Class Subordination
Percentage: For any Distribution Date and each Class of Subordinate Certificates, an amount equal to a fraction (expressed
as a percentage), the numerator of which is the Certificate Principal Amount of that Class prior to any distributions of principal
and allocations of Realized Losses, Certificate Writedown Amounts or Subsequent Recoveries on such Distribution Date and the denominator
of which is the aggregate of the Certificate Principal Amount of all Classes of Certificates (other than the Interest-Only Certificates
and the Residual Certificates) prior to any distributions of principal and allocations of Realized Losses, Certificate Writedown
Amounts or Subsequent Recoveries on that Distribution Date.


 


Clean-up Call:
The optional purchase of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund
by the Servicing Administrator on any date on which the Aggregate Stated Principal Balance is less than 10% of the Aggregate Stated
Principal Balance as of the Cut-off Date, or if the Servicing Administrator does not exercise such option, the optional purchase
of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund by the Master Servicer
on any date on which the Aggregate Stated Principal Balance is less than or equal to 3% of the Aggregate Stated Principal Balance
as of the Cut-off Date, in each case in accordance with Section 7.01(d) of this Agreement.


 


Clean-up Call Price:
The price to be paid by the Servicing Administrator or the Master Servicer, as applicable, pursuant to Section 7.01(d) of this
Agreement, which is equal to the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans plus accrued
interest thereon, to, but not including, the first day of the month in which the Clean-up Call Price is to be distributed, (ii)
the fair market value of any REO Property and (iii) any Termination Fees; provided, however, that such purchase price may
be increased as is necessary, as determined by the Depositor, to avoid disqualification of any REMIC created under this Agreement
as a REMIC.


 


Clearing Agency:
An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. As of the Closing Date,
the Clearing Agency shall be The Depository Trust Company.


 


Clearing Agency
Participant: A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the Clearing Agency.


 


Clearance System:
The Euroclear System or Clearstream or both.


 


Clearstream:
Clearstream Banking, société anonyme.


 


Closing Date:
November 10, 2015.


 


Code: The Internal
Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto.


 


Commission:
U.S. Securities and Exchange Commission.


 


Cooperative Corporation:
The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative
Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation
under Section 216 of the Code.


 




    	 	- 13 -	 



     


    

 


Cooperative Loan:
Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.


 


Cooperative Property:
The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units
to the holders of the shares of the Cooperative Corporation.


 


Cooperative Shares:
Shares issued by a Cooperative Corporation.


 


Corporate Trust
Office: With respect to the Trustee or the Trust, the corporate trust office of the Trustee located at 500 Delaware Avenue,
11th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust -Oaks Mortgage Trust Series 2015-2, or at such other
address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer
and the Securities Administrator or the principal corporate trust office of any successor Trustee. With respect to the Securities
Administrator (including in its capacity as Certificate Registrar) (i) for presentment of Certificates for registration of transfer,
exchange or final payment, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services
– Oaks Mortgage Trust Series 2015-2, and (ii) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Client Manager – Oaks Mortgage Trust Series 2015-2.


 


Corresponding Class
of Certificates: With respect to each Upper-Tier Interest (other than the UT-R Interest), the Class or Classes of Certificates
appearing opposite such Upper-Tier Interest, as described in the Preliminary Statement to this Agreement.


 


Corresponding Class
of Upper-Tier Interests: With respect to each Lower-Tier REMIC Regular Interest, the Class or Classes of Upper-Tier Interests
appearing opposite such Lower-Tier REMIC Regular Interest, as described in the Preliminary Statement to this Agreement.


 


Credit File:
As defined in the Custodial Agreement.


 


Credit File Exception
Report: As defined in the Custodial Agreement.


 


Credit Support Depletion
Date: The Distribution Date on which the aggregate Certificate Principal Amount of the Subordinate Certificates has been reduced
to zero, prior to any distributions of principal and allocations of Realized Losses, Certificate Writedown Amounts or Subsequent
Recoveries on that Distribution Date.


 


Current Interest:
For each Class of Certificates (other than the Residual Certificates) on any Distribution Date, an amount equal to interest accrued
during the related Accrual Period at the related Certificate Interest Rate on the related Certificate Principal Amount prior to
any distributions of principal and allocations of Realized Losses, Certificate Writedown Amounts or Subsequent Recoveries on that
Distribution Date (or in the case of the Interest-Only Certificates, the related Notional Amount immediately prior to that Distribution
Date).


 


Custodial Account:
As defined in the applicable Servicing Agreement.


 




    	 	- 14 -	 



     


    

 


Custodial Agreement:
The Custodial Agreement, dated as of November 1, 2015, among the Depositor, the Trustee and the Custodian, as amended from time
to time. A copy of the Custodial Agreement is attached hereto as Exhibit D.


 


Custodian: A
Person who is at any time appointed by the Trustee as a custodian of all or a portion of the Mortgage Documents and the Mortgage
Files and listed on the Mortgage Loan Schedule as the Custodian of such Mortgage Documents and Mortgage Files. The initial Custodian
shall be Wells Fargo Bank, N.A.


 


Cut-off Date:
November 1, 2015.


 


Cut-off Date Aggregate
Balance: $251,267,547.


 


Debt Service Reduction:
With respect to any Mortgage Loan, a reduction in the Scheduled Payment for such Mortgage Loan by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code, which became final and non-appealable, except such a reduction resulting from a Deficient
Valuation or any reduction that results in a permanent forgiveness of principal.


 


Defective Mortgage
Loan: A Mortgage Loan that has an uncured Material Breach.


 


Deficient Valuation:
With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount
less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in
connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results
from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code.


 


Definitive Certificate:
A Certificate of any Class issued in definitive, fully registered, certificated form, which shall initially be the Class R Certificates
and Class LT-R Certificates.


 


Delaware Statutory
Trust Act: As defined in Section 1A.03 hereof.


 


Delinquent:
Any Mortgage Loan with respect to which the Scheduled Payment due on a Due Date is not received, based on the Mortgage Bankers
Association method of calculating delinquency.


 


Demand: As defined
in Section 4.04(a).


 


Depositor: Oaks
Funding LLC, a Delaware limited liability company having its principal place of business in New York, or any successor in interest.


 


Determination Date:
With respect to each Distribution Date, the 15th day of the month in which such Distribution Date occurs, or, if such 15th day
is not a Business Day, the following Business Day.


 


Directing Holders:
Subject to Section 11.04, (a) one (1) or more Certificate Owners holding 66-2/3% or more of the aggregate voting interests of the
Senior Certificates or (b) one (1) or more Certificate Owners holding the majority of the Certificate Principal Amount of the most
subordinate Class of Certificates outstanding.


 


Disqualified Organization:
A “disqualified organization” as defined in Section 860E(e)(5) of the Code.


 




    	 	- 15 -	 



     


    

 


Distribution Account:
The separate Eligible Account created and maintained by the Securities Administrator, on behalf of the Trustee, pursuant to Section
4.01. Funds in the Distribution Account (exclusive of any earnings on investments made with funds deposited in the Distribution
Account) shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.


 


Distribution Date:
The twenty-fifth (25th) day of each month or, if such day is not a Business Day, the next Business Day thereafter, commencing
in December 2015.


 


Distribution Date
Statement: As defined in Section 4.02.


 


Distribution Compliance
Period: The period ending on the fortieth (40th) day after the later of (i) the date on which the Certificates are
first offered to persons other than distributors in reliance on Regulation S under the Securities Act and (ii) the Closing Date.


 


Document Remedy
Obligations: The Originator Document Remedy Obligations.


 


Due Date: With
respect to any Mortgage Loan, the date specified in the related Mortgage Note on which the Scheduled Payment is due, exclusive
of any days of grace, which is generally the first day of the calendar month.


 


Due Period:
With respect to any Distribution Date, the period beginning on the second (2nd) day of the calendar month preceding
the month in which the Distribution Date occurs and ending on the first day of the calendar month in which that Distribution Date
occurs.


 


Eligible Account:
Either (i) any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term
and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each
Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating
Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein or (ii) a segregated
trust account or accounts maintained with the corporate trust department of a federal depository institution or state-chartered
depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulation
Section 9.10(b), which, in either case, has corporate trust powers, acting in its fiduciary capacity. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition, accounts maintained with the Paying Agent. If the rating
of the short-term unsecured debt obligations of the depository institution or trust company that maintains the account or accounts
is no longer in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations, the funds
on deposit therewith in connection with this transaction shall be transferred to an Eligible Account within thirty (30) days of
such downgrade.


 


Eligible Investments:
At any time, any one or more of the following obligations and securities:


 


		(i)	direct obligations of, and obligations fully guaranteed by, the United States of America;



 




    	 	- 16 -	 



     


    

 


		(ii)	(a) demand or time deposits, federal funds or bankers’ acceptances issued by any depository
institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in the highest rating category by each Rating Agency
for long-term unsecured debt with a maturity of more than one year or in the highest rating category with respect to short-term
obligations and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;



 


		(iii)	repurchase obligations with a term not to exceed thirty (30) days and with respect to any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal) described in
clause (ii)(a) above;



 


		(iv)	securities bearing interest or sold at a discount issued by any corporation incorporated under
the laws of the United States of America or any state thereof that are rated in the highest rating category by each Rating Agency
for long-term unsecured debt with a maturity of more than one year or in the highest rating category with respect to short-term
obligations, in each case at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investments therein
will cause the then outstanding principal amount of securities issued by such corporation and held as Eligible Investments to exceed
10% of the aggregate outstanding principal balances of all of the Mortgage Loans and Eligible Investments;



 


		(v)	commercial paper (including both non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) that is rated in
the highest rating category by each Rating Agency at the time of such investment; and



 


		(vi)	any money market funds, including any such fund managed or advised by the Securities Administrator
or any of their respective Affiliates, that are rated in the highest category by two (2) nationally recognized statistical rating
organizations;



 


provided, however, that no instrument or
security shall be a Eligible Investment if such instrument or security evidences a right to receive only interest payments with
respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with
a yield to maturity in excess of 120% of the yield to maturity at par or if such instrument or security is purchased at a price
greater than par.


 


ERISA: The Employee
Retirement Income Security Act of 1974, as amended.


 


ERISA-Qualifying
Underwriting: An underwriting or private placement that meets the requirements of an Underwriter’s Exemption.


 


ERISA-Restricted
Certificate: (i) The Senior, Class B-1, Class B-2 and Class B-3 Certificates that have not been the subject of an ERISA-Qualifying
Underwriting, (ii) the Class B-4, Class B-5, Class B-6, Class R and Class LT-R Certificates and (iii) any Certificate that has
been underwritten for purposes of the Underwriter’s Exemption that does not satisfy the applicable rating requirement under
the Underwriter’s Exemption.


 


Escrow Account:
As defined in the applicable Servicing Agreement.


 




    	 	- 17 -	 



     


    

 


Event of Default:
Any one of the conditions or circumstances enumerated in Section 6.14.


 


Exchange Act:
The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


Exchange Date:
As defined in Section 3.10(b).


 


Exchange Fee:
As defined in Section 3.10(b).


 


Exchangeable Certificates:
Collectively, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-7, Class A-8, Class A-10, Class A-X-2, Class A-X-3
and Class A-X-4 Certificates.


 


Exchangeable Subtrust:
That portion of the Trust Fund consisting of the Uncertificated Upper-Tier Interests deemed held by the Securities Administrator
in a grantor trust for the benefit of Holders of the Initial Exchangeable Certificates and the Exchangeable Certificates as further
described in Section 3.11.


 


Exchangeable Subtrust
Account: The account designated by the Securities Administrator pursuant to Section 3.11, which may be a subaccount of the
Distribution Account.


 


Exemption Rating
Agency: An NRSRO that meets the requirements of the Underwriter’s Exemption.


 


Extraordinary Trust
Expenses: An amount equal to the sum of all unanticipated (i) fees (all fees other than the Fixed Fees), (ii) charges and (iii)
other costs, including without limitation indemnification amounts, costs of arbitration, costs incurred by the Trustee challenging
any eminent domain proceedings (to the extent not paid by the Directing Holders or reimbursed by the related governmental entity)
and costs incurred by the Trustee if the Trustee is required to engage an Independent Evaluator, payable or reimbursable to the
Master Servicer and the Securities Administrator (in its various capacities under this Agreement) and the Trustee from the Trust
under this Agreement and to the Custodian under the Custodial Agreement, subject (other than with respect to Servicing Transfer
Costs, Master Servicing Transfer Costs and related termination expenses) to an aggregate maximum amount of $300,000 annually (per
year from the Closing Date to the first anniversary of the Closing Date and each subsequent anniversary year thereafter), out of
which amount the Trustee may only be reimbursed in an aggregate maximum amount of $125,000 annually (per year from the Closing
Date to the first anniversary of the Closing Date and each subsequent anniversary year thereafter); provided, however, that
if a claim is presented for an amount that, when combined with the amount of prior claims paid during that year, would exceed $300,000,
or $125,000 in the case of a claim presented by the Trustee, then only a portion of such claim will be paid that will make the
total amount paid during that year equal to $300,000, or $125,000 in the case of a claim presented by the Trustee, and the excess
remaining unpaid, together with any additional claims received during that year, will be deferred until the following anniversary
year and if the total amount of such deferred claims exceeds $300,000, or $125,000 in the case of a claim presented by the Trustee,
then payment in such following anniversary year (and each subsequent anniversary year as may be needed until such deferred claims
are paid in full) shall be apportioned among the Master Servicer, the Securities Administrator, the Custodian and the Trustee,
in proportion to the aggregate amount of deferred claims submitted by such entity as of the last day of the prior year.


 


Fannie Mae:
Fannie Mae or any successor thereto.


 




    	 	- 18 -	 



     


    

 


FATCA: As defined
in Section 11.18.


 


FDIC: The Federal
Deposit Insurance Corporation or any successor thereto.


 


Final Certification:
The Final Certification provided by the Custodian as provided in Section 7 of the Custodial Agreement.


 


FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.


 


Fitch: Fitch
Ratings, Inc.


 


Fixed Fees:
The Servicing Fee, the Master Servicing Fee (including amounts required to be paid by the Master Servicer from the Master Servicing
Fee) and the Trustee Fee, which such Fixed Fees shall only be paid from interest.


 


Freddie Mac:
Freddie Mac, or any successor thereto.


 


Holder or Certificateholder:
The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes
of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Trustee, the
Master Servicer, the Servicing Administrator, the Securities Administrator, a Servicer, or any Affiliate thereof shall be deemed
not to be outstanding in determining whether the requisite percentage necessary to take such action or effect such consent has
been obtained, and, in determining whether the Trustee shall be protected in taking such action or in relying upon such consent,
only Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be disregarded. The Trustee, the
Certificate Registrar and the Securities Administrator may request and conclusively rely on certifications by the Master Servicer,
the Servicing Administrator, the Securities Administrator or a Servicer in determining whether any Certificates are registered
to an Affiliate of the Master Servicer, the Servicing Administrator, the Securities Administrator or a Servicer.


 


HUD: The United
States Department of Housing and Urban Development, or any successor thereto.


 


Independent:
When used with respect to any Accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Securities and Exchange Commission’s Regulation S-X. When used with respect to any other Person, a Person who (a) is in fact
independent of another specified Person and any Affiliate of such other Person, (b) does not have any material direct financial
interest in such other Person or any Affiliate of such other Person, and (c) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.


 


Independent Evaluator:
An independent third-party, appointed in accordance with Section 2.08, to review breaches of representations and warranties as
provided in Section 2.05.


 


Initial Certification:
The Initial Certification provided by the Custodian on the Closing Date as provided in Section 5 of the Custodial Agreement.


 


Initial Exchangeable
Certificates: Collectively, the Class A-6, Class A-9, Class A-11, Class A-X-1, Class A-X-5, Class A-X-6 and Class A-X-7 Certificates.


 




    	 	- 19 -	 



     


    

 


Initial Purchasers: Barclays Capital
Inc. and Credit Suisse Securities (USA) LLC.


 


Insurance Policy:
With respect to any Mortgage Loan, any insurance policy, including all names and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.


 


Insurance Proceeds:
All proceeds of any Insurance Policies with respect to the Mortgage Loans, to the extent such proceeds are not applied to the restoration
of the related Mortgaged Property or released to the related Mortgagor in accordance with the related Servicer’s normal servicing
procedures and excluding Insured Expenses.


 


Insured Expenses:
Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.


 


Interest Distribution
Amount: For each Class of Certificates (other than the Residual Certificates) on any Distribution Date, Current Interest for
that Class on that Distribution Date as reduced by such Class’s share of Net Interest Shortfalls, which will be allocated
to such Class of Certificates as provided in Section 5.02(a) and Section 5.03 of this Agreement.


 


Interest Distribution
Shortfall: As to any Class of Certificates (other than the Residual Certificates) and any Distribution Date, the amount by
which (i) the Interest Distribution Amount for such Class on all prior Distribution Dates exceeds (ii) amounts distributed in respect
of interest to such Class of Certificates on prior Distribution Dates.


 


Interest-Only Certificates:
Collectively, the Class A-X-1, Class A-X-2, Class A-X-3, Class A-X-4, Class A-X-5, Class A-X-6 and Class A-X-7 Certificates.


 


Interested Party:
The Sponsor, the Initial Purchasers, the Depositor, the Trustee, or the Master Servicer.


 


Item 1123 Certificate:
As defined in Section 9.11.


 


KBRA: Kroll
Bond Rating Agency, Inc.


 


Latest Possible
Maturity Date: The Distribution Date occurring in October 2045.


 


Legality Determination:
As defined in Section 2.09(a).


 


Liquidated Mortgage
Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) as to which the related
Servicer has determined that all recoverable Liquidation Proceeds and Insurance Proceeds have been received.


 


Liquidation Proceeds:
All cash amounts received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s
sale, foreclosure sale or otherwise, all cash amounts received with respect to Mortgage Loans that have been purchased pursuant
to eminent domain proceedings, amounts received in connection with any condemnation or partial release of a Mortgaged Property
and any other net proceeds received in connection with the disposition of an REO Property, but not including Insurance Proceeds.


 




    	 	- 20 -	 



     


    

 


Lower-Tier REMIC:
The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with
respect to which a REMIC election is to be made consisting of: (i) such Mortgage Loans as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to
the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof and
(iv) the Custodial Accounts and the Distribution Account and such assets that are deposited therein from time to time and any investments
thereof.


 


Lower-Tier REMIC
Regular Interests: The meaning provided in the Preliminary Statement to this Agreement under “Lower-Tier REMIC.”


 


LT-R Interest:
The meaning provided in the Preliminary Statement to this Agreement.


 


Master Servicer:
Wells Fargo Bank, N.A., a national banking association organized under the laws of the United States in its capacity as Master
Servicer and any successor in interest, or if any successor master servicer shall be appointed as herein provided, then such successor
master servicer.


 


Master Servicer
Compensating Interest Payment: As to any Distribution Date and the Master Servicer, the lesser of (1) the Master Servicing
Fee for such date and (2) any Net Prepayment Interest Shortfalls for such date (to the extent such Net Prepayment Interest Shortfalls
are required to be paid but are not actually paid by the Servicing Administrator as a Servicer Compensating Interest Payment).


 


Master Servicing
Fee: With respect to the Master Servicer, as to any Distribution Date, an amount equal to the greater of (i) the product of
(a) one-twelfth (1/12th) of the Master Servicing Fee Rate and (b) the Aggregate Stated Principal Balance of the Mortgage Loans
as of the first day of the related Due Period and (ii) $2,500.


 


Master Servicing
Fee Rate: 0.0350% per annum; provided, however, if on any Distribution Date the Master Servicing Fee is equal to $2,500
pursuant to clause (ii) of the definition of “Master Servicing Fee”, the Master Servicing Fee Rate will be calculated
as a per annum rate by dividing (A) the product of (i) $2,500 and (ii) twelve (12) by (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the first day of the related Due Period.


 


Master Servicing
Transfer Costs: All reasonable costs and expenses incurred by the Trustee in connection with the appointment of a successor
master servicer and the transfer of master servicing from a predecessor master servicer, including, without limitation, any reasonable
costs or expenses associated with the identification and engagement of a successor master servicer, the documentation of the assumption
of master servicing by the successor master servicer, the complete transfer of all master servicing data and the completion, correction
or manipulation of such master servicing data as may be required by the Trustee or the successor master servicer to correct any
errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or other successor master servicer to
master service the Mortgage Loans properly and effectively. Master Servicing Transfer Costs shall not be subject to the annual
cap on Extraordinary Trust Expenses.


 


Material Breach:
With respect to any Mortgage Loan, a breach of a representation or warranty of an Originator regarding the Mortgage Loan that materially
and adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders.


 




    	 	- 21 -	 



     


    

 


Material Document
Defect: As defined in Section 2.05(a).


 


MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor
thereto.


 


MERS® System:
The system of recording transfers of Mortgages electronically maintained by MERS.


 


Minimum ERISA Rating:
A rating that is not lower than BBB- (or its equivalent) provided by an Exemption Rating Agency.


 


Moody’s:
Moody’s Investor Services, Inc.


 


Mortgage: A
mortgage, deed of trust or other instrument creating a first lien on, or first priority ownership interest in, an estate in fee
simple in real property securing a Mortgage Note, together with improvements thereto; except that with respect to real property
located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage,
deed of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the
Mortgagor.


 


Mortgage Documents:
With respect to each Mortgage Loan, the mortgage documents required to be delivered to the Custodian pursuant to the Custodial
Agreement.


 


Mortgagee: The
mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.


 


Mortgage File:
With respect to each Mortgage Loan, the Mortgage Documents to be retained in the custody and possession of the Custodian on behalf
of the Trustee pursuant to the Custodial Agreement.


 


Mortgage Loan:
A Mortgage and the related Mortgage Note or other evidences of indebtedness secured by each such Mortgage conveyed, transferred,
sold, assigned to or deposited with the Trustee pursuant to Section 2.01 (including any Qualified Substitute Mortgage Loan and
REO Property), including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time.


 


Mortgage Loan Purchase
Agreement: The Mortgage Loan Purchase and Sale Agreement, dated as of November 10, 2015, between the Sponsor and the Depositor.


 


Mortgage Loan Schedule:
The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan and such other information as mutually agreed
to by the Depositor and the Master Servicer, as such schedule may be amended by the Depositor, the Trustee or the Master Servicer
from time to time to reflect the addition of Qualified Substitute Mortgage Loans to, or the removal of Defective Mortgage Loans
or Mortgage Loans with uncured Material Document Defects from, the Trust Fund.


 


Mortgage Note:
The original executed note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan.


 


Mortgaged Property:
The underlying property securing a Mortgage Loan, which, with respect to a Cooperative Loan, is the related Cooperative Shares
and Proprietary Lease.


 




    	 	- 22 -	 



     


    

 


Mortgage Rate:
As to any Mortgage Loan and any Distribution Date, the annual rate of interest on the related Mortgage Note as of the related Due
Date, taking into account any Servicing Modification or other amendments to the Mortgage Note.


 


Mortgagor: The
obligor on a Mortgage Note.


 


Net Interest Shortfall:
With respect to any Distribution Date, the sum of (i) with respect to any Mortgage Loan, any Net Prepayment Interest Shortfalls
for that Distribution Date to the extent not covered by the Servicer, the Servicing Administrator or the Master Servicer and (ii)
any Relief Act Shortfalls for that Distribution Date.


 


Net Liquidation
Proceeds: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property, the related
Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees and/or Master Servicing Fees and any other accrued and
unpaid servicing compensation received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.


 


Net Mortgage Rate:
With respect to any Mortgage Loan and any Distribution Date, the excess, if any, of the related Mortgage Rate applicable to the
scheduled monthly payment due during the related Due Period, less the Aggregate Expense Rate.


 


Net Prepayment Interest
Shortfall: With respect to any Mortgage Loan and any Distribution Date, the amount by which the Prepayment Interest Shortfalls
for the related Due Period exceeds the amount that a Servicer, the Servicing Administrator and the Master Servicer are obligated
to remit to cover such shortfall for such Due Date.


 


Net WAC Rate:
With respect to any Distribution Date, a per annum rate, expressed as a percentage, equal to the weighted average of the Net Mortgage
Rates of the Mortgage Loans, weighted on the basis of the Stated Principal Balances thereof as of the first day of the related
Due Period minus the product of (i) a fraction expressed as a percentage, the numerator of which equals the amount of any Extraordinary
Trust Expenses paid or reimbursed to the Master Servicer, the Securities Administrator, the Servicers, the Servicing Administrator
and the Trustee from the Trust Fund under this Agreement and the Custodian under the Custodial Agreement during the prior calendar
month, and the denominator of which equals the aggregate Stated Principal Balance of the Mortgage Loans, and (ii) twelve (12).


 


Non-Book-Entry Certificate:
Any Certificate other than a Book-Entry Certificate.


 


Non-permitted Foreign
Holder: As defined in Section 3.03(f).


 


Nonrecoverable Advance:
Any portion of an Advance or Servicing Advance previously made or proposed to be made by the Master Servicer, either in its capacity
as Master Servicer with respect to any Advances made prior to the Master Servicer becoming the successor servicer or in its capacity
as successor servicer with respect to Advances and Servicing Advances, or a Servicer and/or the Servicing Administrator (as certified
in an Officer’s Certificate of the Master Servicer or the Servicer and/or the Servicing Administrator, as applicable), which
in the good faith business judgment of such party and in accordance with Accepted Servicing Practices, is or would not be ultimately
recoverable by such party from the related Mortgagor, related Liquidation Proceeds or otherwise.


 




    	 	- 23 -	 



     


    

 


Non-U.S. Person:
An individual, corporation, partnership or other person other than (i) a citizen or resident of the United States; (ii) a corporation,
partnership or other entity created or organized in or under the laws of the United States or any state thereof, including for
this purpose, the District of Columbia; (iii) an estate that is subject to U.S. federal income tax regardless of the source of
its income; (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of
the trust and one or more United States trustees have authority to control all substantial decisions of the trust; and (v) to the
extent provided in Treasury regulations, certain trusts in existence on August 20, 1996 that are treated as United States persons
prior to such date and elect to continue to be treated as United States persons.


 


Notional Amount:
In respect of (i) the Class A-X-1, Class A-X-2 and Class A-X-3 Certificates, an amount equal to the allocable portion of the aggregate
Certificate Principal Amounts of the Class A-6, Class A-9 and Class A-11 Certificates as adjusted with respect to any exchanges
made for Exchangeable Certificates; (ii) the Class A-X-4 Certificates, an amount equal to the allocable portion of the aggregate
Certificate Principal Amounts of the Class A-9 and Class A-11 Certificates as adjusted with respect to any exchanges made for Exchangeable
Certificates; (iii) the Class A-X-5 Certificates, an amount equal to the allocable portion of the Certificate Principal Amount
of the Class A-6 Certificates as adjusted with respect to any exchanges made for Exchangeable Certificates; (iv) the Class A-X-6
Certificates, an amount equal to the allocable portion of the Certificate Principal Amount of the Class A-9 Certificates as adjusted
with respect to any exchanges made for Exchangeable Certificates; and (v) the Class A-X-7 Certificates, an amount equal to the
allocable portion of the Certificate Principal Amount of the Class A-11 Certificates as adjusted with respect to any exchanges
made for Exchangeable Certificates. With respect to any interest-only Uncertificated Upper-Tier Interest, the initial Notional
Amount as shown or described in the related table set forth in the Preliminary Statement to this Agreement for the Upper-Tier REMIC,
as subsequently reduced in accordance with the reductions in the Notional Amount of the corresponding Class of Certificates at
the date of determination.


 


NRSRO: Any nationally
recognized statistical rating organization for purposes of Exchange Act Rule 17g-5.


 


NRSRO Certification:
A certification in the form of Exhibit I hereto.


 


Offering Memorandum:
The offering memorandum dated November 5, 2015, relating to the offering of the Senior, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates, together with any amendments or supplements thereto.


 


Officer’s
Certificate: (a) With respect to the Depositor, a certificate signed by an Authorized Officer of the Depositor, (b) with respect
to the Master Servicer or the Securities Administrator, a certificate signed by the Chairman of the Board, any Vice Chairman, the
President, any Vice President or any Assistant Vice President of the Master Servicer or the Securities Administrator and (c) with
respect to the Servicing Administrator or a Servicer, a certificate signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer,
the Secretary, one of the Assistant Treasurers or Assistant Secretaries of the Servicing Administrator or such Servicer, or any
other duly authorized officers or agents of the Servicing Administrator or such Servicer.


 


Opinion of Counsel:
A written opinion of counsel, reasonably acceptable in form and substance to the Trustee, the Securities Administrator or the Master
Servicer, as required hereby, and who may be in-house or outside counsel to the Depositor, the Master Servicer, the Securities
Administrator or the Trustee but which must be Independent outside counsel with respect to any such opinion of counsel concerning
the transfer of any Residual Certificate or concerning certain matters with respect to ERISA or the taxation, or the federal income
tax status, of each REMIC or the Exchangeable Subtrust.


 




    	 	- 24 -	 



     


    

 


Original Applicable
Credit Support Percentage: With respect to each Class of Subordinate Certificates, the related Applicable Credit Support Percentage
as of the Closing Date, which shall be equal to the corresponding approximate percentage set forth in the table below opposite
its Class designation:


 


	Class B-1	 	 	8.90	%
	Class B-2	 	 	5.70	%
	Class B-3	 	 	3.45	%
	Class B-4	 	 	1.80	%
	Class B-5	 	 	1.00	%
	Class B-6	 	 	0.50	%



 


Original Subordinate
Certificate Principal Amount: The aggregate Certificate Principal Amount of the Subordinate Certificates as of the Closing
Date.


 


Originator:
The “Company” as defined in each AAR Agreement.


 


Originator Remedy
Obligation: In connection with any Material Breach relating to a representation or warranty made by an Originator pursuant
to a Purchase Agreement and assigned to the Trust pursuant to an AAR Agreement, the obligation of such Originator to (i) cure such
Material Breach, (ii) repurchase the related Mortgage Loan or (iii) under certain circumstances, substitute for such Mortgage Loan.


 


Originator Document
Remedy Obligation: With respect to a Mortgage Document related to a Mortgage Loan that is missing or defective, the obligation
of the related Originator under the related Purchase Agreement to cure or repurchase the related Mortgage Loan if such missing
document or defect results in a Material Document Defect.


 


Paying Agent:
Any paying agent appointed pursuant to Section 3.08. The initial Paying Agent shall be the Securities Administrator.


 


Percentage Interest:
With respect to any Certificate, other than an Interest-Only Certificate or the Residual Certificates, the initial Certificate
Principal Amount thereof divided by the initial aggregate Certificate Principal Amount of all Certificates of the same Class. With
respect to an Interest-Only Certificate, the Percentage Interest evidenced thereby shall equal its initial Notional Amount divided
by the initial aggregate Notional Amount of all Certificates of the same Class. With respect to the Residual Certificates, the
Percentage Interest evidenced thereby shall be 100%.


 


Person: Any
individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


PHH: PHH Mortgage
Corporation or its successors in interest.


 


PHH Series 2015-2
Servicing Supplement: The Oaks Mortgage Trust Series 2015-2 Servicing Supplement dated as of November 1, 2015 among PHH, the
Sponsor and the Trustee.


 




    	 	- 25 -	 



     


    

 





 


PHH-Serviced Mortgage
Loans: The Mortgage Loans for which PHH is identified on the Mortgage Loan Schedule as the servicer.


 


PHH Servicing Agreement:
The Mortgage Loan Securitization Program Servicing Agreement, dated as of April 1, 2015 between PHH and Five Oaks Acquisition Corp.,
including the related Mortgage Loan Servicing Standard Terms and Conditions dated as of April 1, 2015 attached as Exhibit B thereto,
as amended or supplemented from time to time as permitted thereunder, together with the PHH Series 2015-2 Servicing Supplement.


 


PHH Servicing Fee:
As to any Distribution Date and the PHH-Serviced Mortgage Loans, a monthly servicing fee equal to the product of (1) a fraction,
the numerator of which is the PHH Servicing Fee Rate and the denominator of which is twelve (12) and (2) the aggregate Stated Principal
Balance of the PHH-Serviced Mortgage Loans as of the first day of the related Due Period.


 


PHH Servicing Fee
Rate: 0.25% per annum.


 


Plan: An employee
benefit plan or other retirement arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the Code or any entity
whose underlying assets include “plan assets” of such plan or arrangement under the Plan Asset Regulations by reason
of their investment in the entity.


 


Plan Asset Regulations:
The U.S. Department of Labor regulations set forth in 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.


 


Prepayment Interest
Shortfall: With respect to a Mortgage Loan and any Distribution Date, the amount by which interest paid by a Mortgagor in connection
with a Principal Prepayment on a Mortgage Loan is less than one (1) month’s interest at the related Mortgage Rate on the
Stated Principal Balance of that Mortgage Loan as of the preceding Distribution Date.


 


Prepayment Period:
For any Distribution Date and any partial prepayments for any Cenlar-Serviced Mortgage Loan, Shellpoint-Serviced Mortgage Loan
or SPS-Serviced Mortgage Loan, the calendar month preceding such Distribution Date. For any Distribution Date and prepayments in
full for any Shellpoint-Serviced Mortgage Loan or SPS-Serviced Mortgage Loan, the period beginning on the sixteenth (16th)
day of the calendar month preceding the calendar month in which the related Distribution Date occurs and ending on the fifteenth
(15th) day of the calendar month in which such Distribution Date occurs; provided that the Prepayment Period
with respect to the Distribution Date in December 2015 shall be the period beginning on November 1, 2015, and continuing through
December 15, 2015. For any Distribution Date and any prepayments in full for any Cenlar-Serviced Mortgage Loans, the period beginning
on the thirteenth (13th) day of the calendar month preceding the calendar month in which the related Distribution Date
occurs and ending on the twelfth (12th) day of the calendar month in which such Distribution Date occurs; provided
that the Prepayment Period with respect to the Distribution Date in December 2015 shall be the period beginning on November
1, 2015, and continuing through December 12, 2015. For any Distribution Date and any Principal Prepayments (partial or in full)
for any PHH-Serviced Mortgage Loans, the calendar month preceding such Distribution Date.


 


Principal Forbearance
Amount: With respect to a Mortgage Loan that was the subject of a Servicing Modification, the amount of principal of the Mortgage
Loan that has been deferred and that does not accrue interest.


 




    	 	- 26 -	 



     


    

  


Principal Prepayment:
Any full or partial payment or other recovery of principal on a Mortgage Loan that is received in advance of its scheduled Due
Date.


 


Proprietary Lease:
With respect to any Cooperative Property, a lease or occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.


 


Purchase Agreement:
Each underlying mortgage loan purchase agreement pursuant to which the Originator initially sold the related Mortgage Loans, which
was assigned to the Trustee pursuant to an AAR Agreement.


 


Qualified Institutional
Buyer: As defined in Rule 144A.


 


Qualified Insurer:
An insurance company duly qualified as such under the laws of the state in which the Mortgaged Property is located, duly authorized
and licensed in such state to transact the applicable insurance business and to write the insurance provided.


 


Qualified Substitute
Mortgage Loan: A mortgage loan substituted by the Sponsor for a Defective Mortgage Loan in accordance with the Mortgage Loan
Purchase Agreement, which must, on the date of such substitution, (a) have an outstanding principal balance, after deduction of
all scheduled payments due in the month of substitution (or in the case of a substitution of more than one (1) mortgage loan for
a Defective Mortgage Loan, an aggregate principal balance), not in excess of the Stated Principal Balance of the Defective Mortgage
Loan (the amount of any shortfall will be paid by the Sponsor as a Substitution Amount and distributed to the Trust Fund in the
month of substitution), (b) have a Mortgage Rate not less than, and not more than one (1) percentage point greater than, the Mortgage
Rate of the Defective Mortgage Loan, (c) have a remaining term to maturity not greater than (and not more than one (1) year less
than) that of the Defective Mortgage Loan, (d) have a loan-to-value ratio at origination no greater than that of the Defective
Mortgage Loan (as specified in the Mortgage Loan Schedule) and (e) comply as of the date of substitution with each representation
and warranty relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement.


 


R&W Remedy Obligations:
The Originator Remedy Obligations and the Sponsor Remedy Obligations.


 


Rating Agency:
Each of Moody’s, Fitch and KBRA.


 


Rating Agency Information:
The notices, information, reports, certifications and oral and written statements required to be provided to each Rating Agency
pursuant to this Agreement or Exchange Act Rule 17g-5.


 


Realized Loss:
An amount equal to (a) with respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the Stated Principal
Balance of the Mortgage Loan plus accrued interest) as of the date of such liquidation, equal to (i) the unpaid principal balance
of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the
Due Date as to which interest was last paid by the Mortgagor to the Trust Fund up to the Due Date in the month in which Liquidation
Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus
(iii) the Net Liquidation Proceeds received during the month in which such liquidation occurred, to the extent not previously applied
as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Mortgage Loan, (b) in the event of bankruptcy
of a Mortgagor with respect to any Mortgage Loan that has become the subject of a Deficient Valuation, if the principal amount
due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation,
(c) with respect to a Mortgage Loan that has been the subject of a Servicing Modification, any principal due on the Mortgage Loan
that has been written off by the related Servicer and any Principal Forbearance Amount, (d) with respect to a Mortgage Loan that
has been removed from the Trust Fund by a governmental authority exercising the power of eminent domain, the excess, if any, of
the unpaid principal balance of such Mortgage Loan plus accrued interest over the amount received by the Trust Fund from such governmental
authority or (e) with respect to each class of Certificates, the amount by which the related Certificate Principal Amount is reduced
as a result of clauses (a), (b), (c) or (d) above. To the extent additional losses are incurred with respect to a Liquidated Mortgage
Loan after liquidation (which may occur, for example, as a result of additional Servicing Advances incurred post-liquidation),
such losses will result in a restatement of the Realized Loss and an additional loss allocated to the Senior Certificates or Subordinate
Certificates, as applicable.


 




    	 	- 27 -	 



     


    

  


Reconciled Market
Value: The estimated market value of a Mortgaged Property or REO Property as reasonably determined by the applicable Servicer
based on different results obtained from different permitted valuation methods or at different time periods, all in accordance
with such Servicer's customary servicing procedures.


 


Record Date:
For the first Distribution Date, the Closing Date. As to any other Distribution Date, the last Business Day of the calendar month
preceding the month of the related Distribution Date.


 


Regular Certificates:
All Classes of Certificates other than the Residual Certificates.


 


Regulation AB:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended
from time to time, and subject to such clarifications and interpretations as have been provided by the Commission in the adopting
release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from time to time.


 


Regulation S:
As defined in Section 3.03(c).


 


Regulation S Global
Certificates: Registered definitive Certificates in substantially the form set forth in Exhibit A hereto.


 


Regulation S Transfer
Certificate: A certificate from a prospective transferor of a Certificate pursuant to Regulation S under the Securities Act
in substantially the form of Exhibit E-2 hereto, appropriately completed by such transferor.


 


Relevant Servicing
Criteria: The Servicing Criteria applicable to each party, as set forth on an exhibit to the applicable Servicing Agreement
and Exhibit H hereto. Multiple parties can have responsibility for the same Relevant Servicing Criteria.


 


Relief Act Shortfalls:
With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible
thereon for the most recently ended calendar month as a result of the application of the Civil Relief Act, the amount, if any,
by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest
accrued thereon for such month pursuant to the Mortgage Note.


 




    	 	- 28 -	 



     


    

  


Remedy Obligations:
The Document Remedy Obligations and the R&W Remedy Obligations.


 


REMIC: A “real
estate mortgage investment conduit” within the meaning of section 860D of the Code.


 


REMIC Provisions:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through
860G of the Code, and related provisions, and regulations, including proposed regulations and rulings, and administrative pronouncements,
promulgated thereunder, as the foregoing may be in effect from time to time.


 


REO Property:
A Mortgaged Property acquired by the Trustee for the benefit of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC Provisions.


 


Repurchase Price:
With respect to any Mortgage Loan, the “Repurchase Price” as defined in the related Purchase Agreement.


 


Residual Certificates:
The Class R Certificates and the Class LT-R Certificates.


 


Responsible Officer:
With respect to any party, any officer in the corporate trust, servicing or master servicing department or similar group of such
party with direct responsibility for the administration of this Agreement and also, with respect to a particular matter related
to this transaction, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with
the particular subject.


 


Rule 144A: Rule
144A under the Securities Act.


 


Rule 144A Global
Certificates: Registered definitive Certificates in substantially the form set forth in Exhibit A hereto.


 


Rule 144A Information:
The information that the Depositor determines to be required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act
in order to permit compliance by the applicable Certificateholder with Rule 144A in connection with the resale of such Certificateholder’s
Certificate, including but not limited to copies of the following:


 


		(1)	the Offering Memorandum;



 


		(2)	the Mortgage Loan Purchase Agreement, the AAR Agreements,
this Agreement, the Servicing Agreements, the Custodial Agreement and any amendments thereto;



 


		(3)	copies of each monthly statement or report made available
to Certificateholders pursuant to this Agreement during the twelve (12) months immediately prior to such request; and



 


		(4)	such other information as is reasonably available to the
Trustee and the Securities Administrator and is related to the distributions on the Certificates (unless the Trustee is otherwise
prohibited from making such information available).



 


Rule 144A Transfer
Certificate: A certificate from a prospective transferor of a Certificate pursuant to Rule 144A under the Securities Act in
substantially the form of Exhibit E-1 hereto, appropriately completed by such transferor.


 




    	 	- 29 -	 



     


    

  


Rule 15Ga-1 Information:
As defined in Section 4.04(c).


 


Rule 17g-5 Information
Provider: The Securities Administrator.


 


Rule 17g-5 Website:
The website maintained by the Securities Administrator pursuant to Section 4.03.


 


Scheduled Payment:
The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and interest on such Mortgage Loan
which, unless otherwise specified in this Agreement or the applicable Servicing Agreement, shall give effect to any related Debt
Service Reduction, any Deficient Valuation and any Servicing Modification that affects the amount of the monthly payment due on
such Mortgage Loan.


 


Securities Act:
The Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


Securities Administrator:
Wells Fargo Bank, N.A., not in its individual capacity but solely as Securities Administrator, or any successor in interest, or
if any successor Securities Administrator shall be appointed as herein provided, then such successor Securities Administrator.
Wells Fargo Bank, N.A. shall act as Securities Administrator for so long as it is Master Servicer under this Agreement.


 


Senior Certificates:
Collectively, the Senior P&I Certificates and the Interest-Only Certificates.


 


Senior P&I Certificates:
Collectively, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10
and Class A-11 Certificates.


 


Senior Percentage:
For any Distribution Date and the Senior P&I Certificates, the lesser of (a) the percentage equivalent of a fraction, the numerator
of which is the aggregate Certificate Principal Amount of the Senior P&I Certificates prior to any distributions of principal,
allocations of Realized Losses, allocations of Certificate Writedown Amounts or Subsequent Recoveries on such Distribution Date
and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the preceding Distribution Date
and (b) 100%.


 


Senior Prepayment
Percentage: For any Distribution Date occurring before the Distribution Date in December 2020, 100%. For any Distribution Date
occurring in or after December 2020, Senior Prepayment Percentage means the following:


 


•          for any Distribution
Date occurring in or after December 2020 to and including November 2021, the Senior Percentage plus 70% of the Subordinate Percentage
for that date;


 


•          for any Distribution
Date occurring in or after December 2021 to and including November 2022, the Senior Percentage plus 60% of the Subordinate Percentage
for that date;


 


•          for any Distribution
Date occurring in or after December 2022 to and including November 2023, the Senior Percentage plus 40% of the Subordinate Percentage
for that date;


 


•          for any Distribution
Date occurring in or after December 2023 to and including November 2024, the Senior Percentage plus 20% of the Subordinate Percentage
for that date; and


 




    	 	- 30 -	 



     


    

  


•          for any Distribution
Date occurring in December 2024 and thereafter, the Senior Percentage for that date;


 


provided, however,
that there will be no reduction in the Senior Prepayment Percentage (other than as a result of a reduction of the Senior Percentage)
on any Distribution Date unless the Step-Down Test is satisfied; and provided, further, that if on any Distribution Date on or
after the Distribution Date in December 2020, the Senior Percentage exceeds the initial Senior Percentage, the Senior Prepayment
Percentage for that Distribution Date will again equal 100%.


 


If on any Distribution
Date the allocation to the Senior P&I Certificates then entitled to distributions of Principal Prepayments and other amounts
in the percentage required above would reduce the aggregate Certificate Principal Amounts of the Senior P&I Certificates to
below zero, the Senior Prepayment Percentage for that Distribution Date will be limited to the percentage necessary to reduce the
aggregate Certificate Principal Amount of the Senior P&I Certificates to zero.


 


Senior Principal
Distribution Amount: With respect to the Senior P&I Certificates for any Distribution Date, the sum of:


 


(1)         the
product of (a) the Senior Percentage and (b) the principal portion of the Scheduled Payment due on each Mortgage Loan on the related
Due Date, whether or not received;


 


(2)         the
product of (a) the Senior Prepayment Percentage and (b) each of the following amounts: (i) the principal portion of each full and
partial Principal Prepayment made by a Mortgagor on a Mortgage Loan during the related Prepayment Period; (ii) each other unscheduled
collection, including Subsequent Recoveries, Insurance Proceeds, proceeds received from a governmental authority in connection
with any purchase of a Mortgage Loan by the power of eminent domain (without duplication of any Net Liquidation Proceeds) and Net
Liquidation Proceeds (other than with respect to any Mortgage Loan that was finally liquidated during the related Prepayment Period)
representing or allocable to recoveries of principal of the Mortgage Loans received during the related Prepayment Period; (iii)
the principal portion of the Repurchase Price of each Mortgage Loan purchased by the Sponsor or an Originator during the related
Prepayment Period (up to 100% of the unpaid principal balance of such Mortgage Loan) or the principal portion of any indemnity
payment made in respect of a Mortgage Loan during the related Prepayment Period, in each case due to any of (A) a Material Breach
of a representation and warranty with respect to such Mortgage Loan, (B) an early payment default provision in the related Securitization
AAR or (C) with respect to the Originators only, a Material Document Defect relating to document defects or missing documents as
set forth in the exceptions report to the Final Certification that required repurchase by the Originator; (iv) in the case of a
permitted substitution of a Defective Mortgage Loan, the amount representing any Substitution Amount in connection with any such
replaced Mortgage Loan included in the Available Distribution Amount for such Distribution Date; and (v) the principal portion
of the Clean-Up Call Price for Mortgage Loans paid by the Servicing Administrator or the Master Servicer exercising its right to
terminate the Trust;


 


(3)         with
respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the related Prepayment Period, the lesser of (a) the
Net Liquidation Proceeds allocable to principal and (b) the product of (i) the Senior Prepayment Percentage for that Distribution
Date and (ii) the remaining principal balance of the Mortgage Loan at the time of liquidation; and


 


(4)         any
amounts described in clauses (1) through (3) above that remain unpaid with respect to the Senior P&I Certificates from prior
Distribution Dates.


 




    	 	- 31 -	 



     


    

  


If on any Distribution
Date the allocation to the Senior P&I Certificates of the Senior Principal Distribution Amount would reduce the aggregate Certificate
Principal Amounts of such Certificates below zero, the distribution to such Certificates of the Senior Prepayment Percentage of
those amounts for that Distribution Date will be limited to the percentage necessary to reduce the Certificate Principal Amounts
of such Certificates to zero.


 


In addition, until
the aggregate Certificate Principal Amount of the Senior P&I Certificates is reduced to zero, if on any Distribution Date the
aggregate Certificate Principal Amount of the Subordinate Certificates on such Distribution Date (without giving effect to any
payments, allocation of Realized Losses, Certificate Writedown Amounts or Subsequent Recoveries on such Distribution Date) is less
than or equal to 2.55% of the Cut-off Date Aggregate Balance, the Senior Principal Distribution Amount for such Distribution Date
and each succeeding Distribution Date will include all principal collections on the Mortgage Loans payable on that Distribution
Date, and the Subordinate Principal Distribution Amount will be zero.


 


Furthermore, until
the aggregate Certificate Principal Amount of the Senior P&I Certificates is reduced to zero, if on any Distribution Date,
the Subordinate Percentage for such Distribution Date is less than 8.90%, the Senior Principal Distribution Amount for such Distribution
Date will include all principal collections on the Mortgage Loans payable on that Distribution Date, and the Subordinate Principal
Distribution Amount will be zero.


 


Senior Support Certificates:
The Class A-5, Class A-6 and Class A-X-5 Certificates.


 


Servicer: With
respect to the Cenlar-Serviced Mortgage Loans, Cenlar or any successor thereto under the Cenlar Servicing Agreement. With respect
to the PHH-Serviced Mortgage Loans, PHH or any successor thereto under the PHH Servicing Agreement. With respect to the Shellpoint-Serviced
Mortgage Loans, Shellpoint or any successor thereto under the Shellpoint Servicing Agreement. With respect to the SPS-Serviced
Mortgage Loans, SPS or any successor thereto under the SPS Servicing Agreement.


 


Servicer Fee:
With respect to each Servicer, as to any Due Period, a monthly fee equal to the lesser of (i) the sum of all servicing compensation
payable to such Servicer under the related Servicing Agreement with respect to the related Due Period and (ii) the product of (1)
a fraction, the numerator of which is Aggregate Servicing Fee Rate and the denominator of which is twelve and (2) the aggregate
Stated Principal Balance of the Mortgage Loans serviced by such Servicer as of the first day of the related Due Period.


 


Servicer Compensating
Interest Payment: With respect to the Mortgage Loans and as to any Distribution Date, the lesser of (1) the product of (A)
a fraction, the numerator of which is 0.250% and the denominator of which is twelve (12) and (B) the Aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (2) any Net Prepayment Interest Shortfalls for such Distribution
Date.


 


Servicer Remittance
Date: With respect to the Cenlar-Serviced Mortgage Loans, the eighteenth (18th) day of any month, or if such eighteenth
(18th) day is not a Business Day (as defined in the Cenlar Servicing Agreement), the first such Business Day immediately
preceding such eighteenth (18th) day; and with respect to the Shellpoint-Serviced Mortgage Loans, SPS-Serviced Mortgage
Loans and PHH-Serviced Mortgage Loans the eighteenth (18th) day of any month, or if such eighteenth (18th)
day is not a Business Day (as defined in the related Servicing Agreement), the immediately following Business Day.


 




    	 	- 32 -	 



     


    

  


Servicing Administrator:
Five Oaks Acquisition Corp. or any successor thereto.


 


Servicing Administrator
Fee: With respect to the Servicing Administrator, as to any Distribution Date, an amount equal to the excess, if any, of the
Servicing Fees for such Due Period over the aggregate Servicer Fee paid to the Servicers for the related Due Period.


 


Servicing Advances:
With respect to each Servicer and the Servicing Administrator, as defined in the applicable Servicing Agreement.


 


Servicing Agreements:
The Cenlar Servicing Agreement, PHH Servicing Agreement, the SPS Servicing Agreement and the Shellpoint Servicing Agreement.


 


Servicing Criteria:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.


 


Servicing Fees:
As to any Distribution Date, an amount equal to the product of (1) a fraction, the numerator of which is Aggregate Servicing Fee
Rate and the denominator of which is twelve (12) and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
first day of the related Due Period.


 


Servicing File:
The items pertaining to a particular Mortgage Loan including, but not limited to, the computer files, data disks, books, records,
data tapes, notes, and all additional documents generated as a result of or utilized in originating and/or servicing each Mortgage
Loan.


 


Servicing Modification:
Any reduction of the Mortgage Rate on or the outstanding principal balance of a Mortgage Loan, any extension of the final maturity
date of a Mortgage Loan, any increase to the Stated Principal Balance of a Mortgage Loan by adding to the Stated Principal Balance
unpaid principal and interest and other amounts owing under the Mortgage Loan, any Principal Forbearance Amount and any other modification,
in each case pursuant to a modification of a Mortgage Loan that is in default or for which, in the judgment of the Servicer, default
is reasonably foreseeable in accordance with the applicable Servicing Agreement.


 


Servicing Officer:
With respect to each Servicer, any officer of such Servicer involved in, or responsible for, the administration and servicing of
the applicable Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Master
Servicer by such Servicer on the Closing Date pursuant to this Agreement or the applicable Servicing Agreement, as such list may
from time to time be amended.


 


Servicing Rights:
With respect to each Mortgage Loan, any and all of the following: (i) all rights to service the Mortgage Loan; (ii) all rights
to receive servicing fees (other than the Master Servicing Fees), ancillary fees and income on escrow accounts and any custodial
account, reimbursements or indemnification for servicing the Mortgage Loan, and any payments received in respect of the foregoing
and proceeds thereof; (iii) the right to collect, hold and disburse escrow payments or other similar payments with respect to the
Mortgage Loans and any amounts actually collected with respect thereto and to receive or pay interest income on such amounts to
the extent permitted or required by applicable law and contractual obligations; (iv) possession of any and all Credit Files and
Servicing Files pertaining to the Mortgage Loans for purposes of servicing of the Mortgage Loans; (v) all rights, powers and privileges
incident to any of the foregoing; and (vi) all agreements or documents creating, defining or evidencing any of the foregoing rights
to the extent they relate to such rights.


 




    	 	- 33 -	 



     


    

  


Servicing Transfer
Costs: Any reasonable and customary costs of the Master Servicer and/or any successor servicer incurred in connection with
(i) the transfer of servicing from the immediately preceding servicer, including without limitation any reasonable costs or expenses
associated with the documentation of the assumption of servicing by the Master Servicer or such successor servicer, the complete
transfer of all servicing data and the completion, correction and manipulation of such servicing data as may be reasonably required
by the Master Servicer or such successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to
enable the Master Servicer to master service and such successor servicer to service the Mortgage Loans properly and effectively
and (ii) with respect to the Cenlar Serviced Mortgage Loans, any of the foregoing types of costs and expenses relating to the termination
of any Servicing Administrator and the appointment of a successor or assumption of its duties and responsibilities. Servicing Transfer
Costs shall not be subject to the annual cap on Extraordinary Trust Expenses.


 


Shellpoint:
New Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing and any successors in interest.


 


Shellpoint Series
2015-2 Servicing Supplement: The Oaks Mortgage Trust Series 2015-2 Servicing Supplement dated as of November 1, 2015 among
Shellpoint, the Sponsor and the Trustee.


 


Shellpoint-Serviced
Mortgage Loans: The Mortgage Loans for which Shellpoint is identified on the Mortgage Loan Schedule as the servicer.


 


Shellpoint Servicing
Agreement: The Mortgage Loan Securitization Program Agreement, dated as of April 1, 2015 between Shellpoint and Five Oaks Acquisition
Corp., as amended or supplemented from time to time as permitted thereunder including the related Mortgage Loan Servicing Standard
Terms and Conditions dated as of April 1, 2015 for servicing agreements between the Sponsor and Shellpoint attached as Exhibit
B thereto, as amended or supplemented from time to time as permitted thereunder, together with the Shellpoint Series 2015-2 Servicing
Supplement.


 


Shellpoint Servicing
Fee: As to any Distribution Date and the Shellpoint-Serviced Mortgage Loans, a monthly servicing fee equal to the product of
(1) a fraction, the numerator of which is the Shellpoint Servicing Fee Rate and the denominator of which is twelve (12) and (2)
the aggregate Stated Principal Balance of the Shellpoint-Serviced Mortgage Loans as of the first day of the related Due Period.


 


Shellpoint Servicing
Fee Rate: 0.25% per annum.


 


Sponsor: Five
Oaks Acquisition Corp. or its successor in interest.


 


Sponsor Remedy Obligation:
In connection with any Material Breach relating to a representation or warranty provided by an Originator under the related Purchase
Agreement with respect to the Mortgage Loans, the obligation of the Sponsor under the Mortgage Loan Purchase Agreement to (i) cure
such Material Breach or (ii) repurchase the related Mortgage Loan or (iii) under certain circumstances, substitute for the related
Mortgage Loan if (A) under the related AAR Agreement, the related representation or warranty was made by the Originator as of a
date prior to the Closing Date and the related representation or warranty was true as of such date it was made but not true as
of the Closing Date or (B) any Originator that is obligated to cure, repurchase or, in some cases, substitute for the related Mortgage
Loan pursuant to the terms of the related Purchase Agreement and AAR Agreement, fails to perform its required Originator Remedy
Obligation, and such Originator is subject to a bankruptcy or insolvency proceedings or is no longer in existence.


 




    	 	- 34 -	 



     


    

  


SPS: Select
Portfolio Servicing, Inc. and any successors in interest.


 


SPS-Serviced Mortgage
Loans: The Mortgage Loans for which SPS is identified on the Mortgage Loan Schedule as the servicer.


 


SPS Series 2015-2
Servicing Supplement: The Oaks Mortgage Trust Series 2015-2 Servicing Supplement dated as of November 1, 2015 among SPS, the
Sponsor and the Trustee.


 


SPS Servicing Agreement:
The Mortgage Loan Securitization Program Agreement, dated as of November 1, 2015 between SPS and Five Oaks Acquisition Corp., as
amended or supplemented from time to time as permitted thereunder including the related Mortgage Loan Servicing Standard Terms
and Conditions dated as of November 1, 2015 for servicing agreements between the Sponsor and SPS attached as Exhibit B thereto,
as amended or supplemented from time to time as permitted thereunder, together with the SPS Series 2015-2 Servicing Supplement.


 


SPS Servicing Fee:
As to any Distribution Date and the SPS-Serviced Mortgage Loans, a monthly servicing fee equal to the product of (1) a fraction,
the numerator of which is the SPS Servicing Fee Rate and the denominator of which is twelve (12) and (2) the aggregate Stated Principal
Balance of the SPS-Serviced Mortgage Loans as of the first day of the related Due Period.


 


SPS Servicing Fee
Rate: 0.25% per annum.


 


Startup Day:
The day designated as such pursuant to Section 10.01(b) hereof.


 


Stated Principal
Balance: For a Mortgage Loan at any date of determination, the unpaid principal balance of the Mortgage Loan as of the most
recent Due Date as determined by the amortization schedule for the Mortgage Loan at the time relating thereto (before any adjustment
to that amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous
Servicing Modification, Principal Prepayments, Insurance Proceeds applied to reduce the principal balance of such Mortgage Loan
and related Liquidation Proceeds allocable to principal and to the payment of principal due on such Due Date and irrespective of
any delinquency in payment by the related Mortgagor. For the avoidance of doubt, the Stated Principal Balance of any Mortgage Loan
that has been prepaid in full or has become a Liquidated Mortgage Loan during the Prepayment Period that includes the first day
of the related Due Period will be zero.


 


Step-Down Test:
As to any Distribution Date, the test that will be satisfied if both of the following conditions are met: first, the outstanding
principal balance of all Mortgage Loans Delinquent sixty (60) days or more (including Mortgage Loans in foreclosure, REO Property
or bankruptcy status) and any Mortgage Loans subject to a Servicing Modification within the twelve (12) months prior to that Distribution
Date (provided that the outstanding principal balance of any Mortgage Loan that is 60 days or more Delinquent and subject to such
Servicing Modification shall only be included in this calculation once), subject to removal from this test upon meeting performance
thresholds, described in Section 2.09(c), averaged over the preceding six-month period, as a percentage of the aggregate Certificate
Principal Amount of the Subordinate Certificates on such Distribution Date (without giving effect to any payments, allocation of
Realized Losses, Certificate Writedown Amounts or Subsequent Recoveries on such Distribution Date), does not equal or exceed 50%;
and second, cumulative Realized Losses on the Mortgage Loans plus, with respect to any Mortgage Loans that have been the subject
of a Servicing Modification, any interest due on such Mortgage Loans that has been written off by the applicable Servicer, do not
exceed:


 




    	 	- 35 -	 



     


    

  


•          for each
Distribution Date occurring in or after December 2020 to and including November 2021, 20% of the Original Subordinate Certificate
Principal Amount;


 


•          for each
Distribution Date occurring in or after December 2021 to and including November 2022, 25% of the Original Subordinate Certificate
Principal Amount;


 


•          for each
Distribution Date occurring in or after December 2022 to and including November 2023, 30% of the Original Subordinate Certificate
Principal Amount;


 


•          for each
Distribution Date occurring in or after December 2023 to and including November 2024, 35% of the Original Subordinate Certificate
Principal Amount; and


 


•          for the Distribution
Date occurring in December 2024 and thereafter, 40% of the Original Subordinate Certificate Principal Amount.


 


Subordinate Certificates:
Collectively, the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.


 


Subordinate Percentage:
With respect to any Distribution Date, an amount equal to the excess, if any, of 100% over the Senior Percentage on that Distribution
Date.


 


Subordinate Prepayment
Percentage: With respect to any Distribution Date, the excess, if any, of 100% over the Senior Prepayment Percentage on that
Distribution Date.


 


Subordinate Principal
Distribution Amount: For any Distribution Date, the sum of:


 


(1)         the
product of (a) the Subordinate Percentage and (b) the principal portion of the Scheduled Payment on each Mortgage Loan due during
the related Due Period, whether or not received;


 


(2)         the
product of (a) the Subordinate Prepayment Percentage and (b) each of the following amounts: (i) the principal portion of each full
and partial Principal Prepayment made by a Mortgagor on a Mortgage Loan during the related Prepayment Period, (ii) each other unscheduled
collection, including Subsequent Recoveries, Insurance Proceeds, proceeds received from a governmental authority in connection
with any purchase of a Mortgage Loan by the power of eminent domain (without duplication of any Net Liquidation Proceeds) and Net
Liquidation Proceeds (other than with respect to any Mortgage Loan that was finally liquidated during the related Prepayment Period),
representing or allocable to recoveries of principal of Mortgage Loans received during the related Prepayment Period; (iii) the
principal portion of the Repurchase Price of each Mortgage Loan purchased by the Sponsor or an Originator during the related Prepayment
Period (up to 100% of the unpaid principal balance of such Mortgage Loan) or the principal portion of any indemnity payment made
in respect of a Mortgage Loan during the related Prepayment Period, in each case due to any of (A) a Material Breach of a representation
and warranty with respect to such Mortgage Loan, (B) an early payment default provision in the related Securitization AAR or (C)
with respect to the Originators only, a Material Document Defect relating to document defects or missing documents as set forth
in the exceptions report to the Final Certification that required repurchase by the Originator; (iv) in the case of a permitted
substitution of a Defective Mortgage Loan, the amount representing any Substitution Amount in connection with any such replaced
Mortgage Loan included in the Available Distribution Amount for such Distribution Date; and (v) the principal portion of the Clean-Up
Call Price for Mortgage Loans paid by the Servicing Administrator or the Master Servicer exercising its right to terminate the
Trust;


 




    	 	- 36 -	 



     


    

  


(3)         with
respect to unscheduled recoveries allocable to principal of any Mortgage Loan that was finally liquidated during the related Prepayment
Period, the related Net Liquidation Proceeds allocable to principal, to the extent not distributed pursuant to clause (3) of the
definition of Senior Principal Distribution Amount; and


 


(4)         the
lesser of (x) any amounts described in clauses (1) through (3) above for any previous Distribution Date that remain unpaid and
(y) the Available Distribution Amount with respect to the Senior P&I Certificates remaining after application of the Available
Distribution Amount to pay Interest Distribution Amounts and Interest Distribution Shortfalls for each Class of Certificates, the
Senior Principal Distribution Amount (giving effect to clause (4) thereof) and the Subordinate Principal Distribution Amount (without
giving effect to clause (4) thereof);


 


Notwithstanding the
above, with respect to any Class of Subordinate Certificates (other than the Class B-1 Certificates), if on any Distribution Date
the Applicable Credit Support Percentage is less than the Applicable Credit Support Percentage for that Class on the Closing Date,
no distribution of principal will be made to any such Classes on such Distribution Date. Instead, the Subordinate Principal Distribution
Amount on that Distribution Date will be allocated among the more senior Classes of Subordinate Certificates, pro rata, based upon
their respective Certificate Principal Amounts, and any remaining Subordinate Principal Distribution Amount will be included in
the Senior Principal Distribution Amount for such Distribution Date; provided that, in the event the aggregate Certificate
Principal Amount of the Senior P&I Certificates and each class of Subordinate Certificates whose Applicable Credit Support
Percentage is greater than or equal to the Applicable Credit Support Percentage for that class on the Closing Date has been reduced
to zero pursuant to the foregoing, any remaining Subordinate Principal Distribution Amount will be allocated to any remaining Subordinate
Certificates, in order of priority, in each case until the Certificate Principal Amount thereof has been reduced to zero.


 


Notwithstanding the
above, with respect to each Class of Subordinate Certificates (other than the Class B-1 Certificates), if on any Distribution Date
the Certificate Principal Amount of that Class and the aggregate of the Certificate Principal Amounts of all Classes of Subordinate
Certificates which have a lower payment priority than that Class on such Distribution Date (without giving effect to any payments,
allocation of Realized Losses, Certificate Writedown Amounts or Subsequent Recoveries on such Distribution Date) is less than or
equal to 2.55% of the Cut-off Date Aggregate Balance (each such Class a “Locked-Out Class”), the portion of the Subordinate
Principal Distribution Amount otherwise payable to such Class or Classes on such Distribution Date and each succeeding Distribution
Date will be allocated among the Subordinate Certificates with a higher payment priority then entitled to principal, pro rata,
based on their respective Certificate Principal Amounts and any remaining Subordinate Principal Distribution Amount will be included
in the Senior Principal Distribution Amount for such Distribution Date; provided, that in the event the Certificate Principal
Amount of the Senior P&I Certificates and each Class of Subordinate Certificates which is not a Locked-Out Class has been reduced
to zero or are reduced to zero pursuant to the foregoing, any remaining Subordinate Principal Distribution Amount will be allocated
to the Locked-Out Classes in order of payment priority, in each case until the Certificate Principal Amount thereof has been reduced
to zero.


 


In addition, until
the aggregate Certificate Principal Amount of the Senior P&I Certificates is reduced to zero, if on any Distribution Date the
aggregate Certificate Principal Amount of the Subordinate Certificates on such Distribution Date (without giving effect to any
payments, allocation of Realized Losses, Certificate Writedown Amounts or Subsequent Recoveries on such Distribution Date) is less
than or equal to 2.55% of the Cut-off Date Aggregate Balance, the Senior Principal Distribution Amount for such Distribution Date,
and each succeeding Distribution Date, will include all principal collections on the Mortgage Loans payable on that Distribution
Date, and the Subordinate Principal Distribution Amount will be zero; provided, that in the event the aggregate Certificate
Principal Amount of the Senior P&I Certificates is reduced to zero pursuant to the foregoing, any remaining principal will
be allocated to the Subordinate Certificates in order of payment priority, in each case until the Certificate Principal Amount
thereof has been reduced to zero.


 




    	 	- 37 -	 



     


    

  


In addition, until
the aggregate Certificate Principal Amount of the Senior P&I Certificates is reduced to zero, if on any Distribution Date,
the Subordinate Percentage for such Distribution Date is less than 8.90%, the Senior Principal Distribution Amount for such Distribution
Date will include all principal collections on the Mortgage Loans payable on that Distribution Date, and the Subordinate Principal
Distribution Amount will be zero; provided that, in the event the aggregate Certificate Principal Amount of the Senior P&I
Certificates is reduced to zero pursuant to the foregoing, any remaining principal will be allocated to the Subordinate Certificates
in order of payment priority, in each case until the Certificate Principal Amount thereof is reduced to zero.


 


Subsequent Recovery:
With respect to (i) a Liquidated Mortgage Loan with respect to which a Realized Loss was incurred, any amount recovered by a Servicer
(after reimbursement of any unreimbursed Advances or expenses relating to such Liquidated Mortgage Loan as well as any previously
Liquidated Mortgage Loans) after the liquidation or disposition of such Mortgage Loan, and (ii) a modified Mortgage Loan, any amount
recovered by a Servicer as a Principal Forbearance Amount or as a payment payable to the owner of a Mortgage Loan modified under
the Home Affordable Modification Program (HAMP) or any similar program.


 


Substitution Amount:
For any month in which the Sponsor substitutes one or more Qualified Substitute Mortgage Loans for one or more Defective Mortgage
Loans as a result of either (i) a Material Breach of a representation or warranty with respect to a Mortgage Loan or (ii) a document
defect or missing document as set forth in the exceptions report to the Final Certification, the amount by which the aggregate
Repurchase Price of all of the Defective Mortgage Loans exceeds the aggregate Stated Principal Balance of the Qualified Substitute
Mortgage Loans, together with one (1) month’s interest at the related Net Mortgage Rate.


 


Super Senior Certificates:
The Class A-3, Class A-4, Class A-8, Class A-9, Class A-10, Class A-11, Class A-X-4, Class A-X-6 and Class A-X-7 Certificates.


 


Tax Matters Person:
The person designated as “tax matters person” in the manner provided under Treasury regulation § 1.860F-4(d) and
Treasury regulation § 301.6231(a)(7)-1.


 


Termination Fees:
On any Distribution Date for which the Clean-Up Call has been exercised in accordance with Section 7.01 of this Agreement, any
amounts that are reimbursable under this Agreement, the applicable Servicing Agreement or the Custodial Agreement to the Depositor,
the Master Servicer, the Trustee, the Servicers, the Servicing Administrator, the Securities Administrator and the Custodian in
respect of any Advances, Servicing Advances, accrued and unpaid Servicing Fees and Master Servicing Fees or other amounts with
respect to the related Mortgage Loans which have not been previously reimbursed. Termination Fees shall not be subject to the annual
cap on Extraordinary Trust Expenses.


 


Trust: Oaks
Mortgage Trust Series 2015-2, the Delaware statutory trust created hereby and by the filing of the Certificate of Trust.


 




    	 	- 38 -	 



     


    

  


Trust Fund:
As defined in Section 2.01 herein.


 


Trustee: Wilmington
Savings Fund Society, FSB, d/b/a Christiana Trust, not in its individual capacity but solely as Trustee, or any successor in interest,
or if any successor trustee or any co-trustee shall be appointed as herein provided, then such successor trustee and such co-trustee,
as the case may be.


 


Trustee Fee:
With respect to the Trustee, as to any Distribution Date, an amount equal to the (i) the product of (a) one-twelfth (1/12) and
(b) $6,500.


 


Trustee Fee Rate:
With respect to the Trustee, as to any Distribution Date, a per annum rate equal to (a) $6,500 divided by (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the related Due Period.


 


UCC: The Uniform
Commercial Code as enacted in any applicable jurisdiction from time to time.


 


Uncertificated Accrued
Interest: With respect to each Uncertificated REMIC Regular Interest on each Distribution Date, an amount equal to one month’s
interest at the related Uncertificated Interest Rate on the Uncertificated Certificate Principal Amount of such Uncertificated
REMIC Regular Interest immediately prior to such Distribution Date.


 


Uncertificated Certificate
Principal Amount: With respect to each Uncertificated REMIC Regular Interest, the initial Uncertificated Certificate Principal
Amount as shown or described in the table set forth in the Preliminary Statement to this Agreement for the Uncertificated REMIC
Regular Interest, as reduced by principal distributed with respect to such Uncertificated REMIC Regular Interest and Realized Losses
or Certificate Writedown Amounts allocated to such Uncertificated REMIC Regular Interest at the date of determination.


 


Uncertificated Interest
Rate: The Uncertificated Lower-Tier REMIC Interest Rate.


 


Uncertificated Lower-Tier
REMIC Interest Rate: With respect to each Lower-Tier REMIC Regular Interest and any Distribution Date, the meaning provided
in the Preliminary Statement to this Agreement under “Lower-Tier REMIC.”


 


Uncertificated REMIC
Regular Interests: The Lower-Tier REMIC Regular Interests.


 


Uncertificated Upper-Tier
Interest: Any or all, as the context requires, of the following regular interests in the Upper-Tier REMIC described in the
Preliminary Statement to this Agreement as the Class UT-A-6, UT-A-9, UT-A-11, UT-A-X-1, UT-A-X-5, UT-A-X-6 and UT-A-X-7 Upper-Tier
Interests.


 


Underwriter’s
Exemption: Department of Labor Final Authorization Number 2004-03E, as amended by PTE 2013-08 (July 9, 2013), and from time
to time or any substantially similar administrative exemption granted by the U.S. Department of Labor.


 


Upper-Tier Interest:
Any one of the interests in the Upper-Tier REMIC as described in the Preliminary Statement to this Agreement.


 


Upper-Tier REMIC:
The segregated pool of assets that is described in the Preliminary Statement to this Agreement.


 




    	 	- 39 -	 



     


    

  


UT-R Interest:
The meaning provided in the Preliminary Statement to this Agreement.


 


Voting Interests:
The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions
of this Agreement. At all times during the term of this Agreement, 99% of all Voting Interests shall be allocated to the Senior
P&I, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in proportion to their respective outstanding
Certificate Principal Amounts; and 1% of all Voting Interests shall be allocated to the Interest-Only Certificates, in proportion
to their respective Notional Amounts. Voting Interests shall be allocated among the Certificates of each Class based on their Percentage
Interests and no Certificate with a Certificate Principal Amount or Notional Amount equal to zero will have any voting rights.
The Residual Certificates will not have any voting rights.


 


Wells Fargo: Wells
Fargo Bank, N.A., a national banking association.


 


WHFIT: A “Widely
Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.


 


WHFIT Regulations:
Treasury Regulations section 1.671-5, as amended.


 


WHMT: A “Widely
Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.


 


Section 1.02         Master
Servicer and Securities Administrator


 


Wells Fargo will perform
its duties as Master Servicer and Securities Administrator hereunder through its Corporate Trust Services division.


 


Article
II



ORGANIZATION OF TRUST


 


Section 1A.01. Name of Trust


 


·          The
name of the Trust formed hereby shall be “Five Oaks Mortgage Trust Series 2015-2” in which name the Trustee may conduct
the business and affairs of the Trust, make and execute contracts and agreements on behalf of the Trust and sue and be sued on
behalf of the Trust.


 


Section 1A.02. Office.


 


·          The
principal office of the Trust shall be in care of the Trustee and shall be located at its Corporate Trust Office, or at such other
address as the Trustee may designate by written notice to the Certificateholders, each Rating Agency and the other parties to
this Agreement.


 




    	 	- 40 -	 



     


    

  


Section 1A.03. Declaration of Trust.


 


·          The
Depositor hereby appoints Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust to act as Trustee of the Trust, to have
all the rights, powers and duties set forth herein. It is the intention of the parties hereto that the Trust constitute a statutory
trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended
from time to time (the “Delaware Statutory Trust Act”), and that this Agreement constitutes the governing instrument
of such statutory trust. Effective as of the date hereof, the Trustee shall have all rights, powers and duties set forth in the
Delaware Statutory Trust Act with respect to accomplishing the purposes of the Trust. On or before the date hereof, the Trustee
is hereby authorized and directed to file a certificate of trust in substantially the form of Exhibit L (the “Certificate
of Trust”) with the Secretary of State of the State of Delaware, on behalf of the Trust.


 


Section 1A.04. Purpose and Powers.


 


·          The
purposes of the Trust are, and the Trust and the Trustee on behalf of the Trust shall have the power and authority, (i) to issue
the Certificates pursuant to this Agreement and to sell the Certificates to or at the direction of the Depositor; (ii) with the
proceeds of the sale of the Certificates, to purchase the Mortgage Loans and all related assets upon direction of the Depositor
and to pay any organizational start-up and transactional expenses of the Trust; (iii) to enter into this Agreement and the Basic
Documents and to perform their respective obligations hereunder and thereunder; (iv) to acquire, hold, manage and dispose of the
Trust Fund in accordance with this Agreement; (v) to conduct the affairs of the Trust so that any Certificates representing REMIC
regular interests are treated as regular interests in a REMIC for federal income tax purposes pursuant to this Agreement; (vi)
to engage in those activities, including entering into agreements upon receipt of direction, that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with this Agreement,
to engage in such other activities as may be required in connection with the conservation of the assets of the Trust. The Trust
and the Trustee on behalf of the Trust are hereby authorized to engage in the foregoing activities. The Trust and the Trustee on
behalf of the Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized
by the terms of this Agreement.


 


Section 1A.05. Liability of the Certificateholders.


 


·          The
Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations
for profit organized under the General Corporation Law of the State of Delaware.


 


Section 1A.06. Title to Trust Property.


 


·          Legal
title to the assets of the Trust shall be vested at all times in the name of the Trustee on behalf of the Trust as a separate
legal entity. The Certificateholders shall not have legal title to any part of the assets of the Trust. No transfer by operation
of law or otherwise of any interest of the Certificateholders shall operate to terminate this Agreement or the trusts hereunder
or entitle any transferee to an accounting or to the transfer to it of any part of the assets of the Trust. The Trustee, in such
capacity is hereby authorized to hold all assets of the Trust on behalf of the Trust, for the benefit of the Certificateholders.


 


Section 1A.07. Situs
of Trust.


 


·          The
Trust will be located in the State of Delaware in care of the Trustee and administered by the Trustee in the State of Delaware.
Nothing herein shall restrict or prohibit the Trustee from having employees within or outside of the State of Delaware.


 




    	 	- 41 -	 



     


    

  


Section 1A.08. Limitations
on Activities; Separateness Provisions.


 


(a)          So
long as any Certificate remains outstanding, the Trust hereby covenants that it will:


 


(i)          remain
organized solely for the purpose of acquiring, owning, holding, transferring, exchanging, and managing the Mortgage Loans, entering
into and performing its obligations under this Agreement, and transacting lawful business that is incident, necessary and appropriate
to accomplish the foregoing;


 


(ii)         not
engage in any business unrelated to the activities set forth in the immediately preceding clause;


 


(iii)        not
own any real property other than the Mortgage Loans and property incidental thereto;


 


(iv)        not
have at any time any assets other than those incidental to the Mortgage Loans titled in the name of the Trustee;


 


(v)         not
cause, consent to or permit any amendment of this Agreement with respect to the matters set forth in these separateness provisions;


 


(vi)        not
fail to correct any known misunderstanding regarding its separate identity nor identify itself as a division of any other Person;


 


(vii)       hold
itself out and identify itself as a separate and distinct entity under its own name;


 


(viii)      at
all times remain solvent and pay its liabilities from its assets as the same become due and maintain adequate capital for the normal
obligations reasonably foreseeable in a business of its size and character and in light of its contemplated purposes;


 


(ix)         maintain
its bank accounts, books of account, books and records separate from those of any other person and, to the extent that it is required
to file income tax returns under applicable law, file its own income tax returns;


 


(x)          not
commingle its assets with those of any other entity;


 


(xi)         maintain
its own records, books, resolutions and agreements;


 


(xii)        maintain
its financial and accounting books and records separate from those of any other entity;


 


(xiii)       pay
its indebtedness, operating expenses and liabilities from its own funds;


 


(xiv)      neither
incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity;


 


(xv)       not
engage in any dissolution, liquidation, consolidation, merger or sale of assets except as specifically provided for herein;


 




    	 	- 42 -	 



     


    

  


(xvi)      maintain
appropriate minutes or other records of all appropriate actions and maintain its office separate from the offices of the Depositor
or any of its Affiliates;


 


(xvii)     not
engage in any business activity other than as contemplated by this Agreement;


 


(xviii)    not
form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by this Agreement;


 


(xix)       not,
other than as contemplated by this Agreement, not follow the directions or instructions of the Depositor or the Sponsor;


 


(xx)        conduct
its own business and hold its assets in its own name;


 


(xxi)       observe
all formalities required under the Delaware Statutory Trust Statute;


 


(xxii)      not
hold out its credit as being available to satisfy the obligations of any other person or entity;


 


(xxiii)     not
acquire the obligations or securities of its Affiliates or the Seller;


 


(xxiv)    not,
other than as contemplated by this Agreement, not pledge its assets for the benefit of any other person or entity;


 


(xxv)     correct
any known misunderstanding regarding its separate identity;


 


(xxvi)    not
identify itself as a division of any other person or entity;


 


(xxvii)   for
accounting purposes, be treated as an entity separate and distinct from any Certificateholder;


 


(xxviii)    ensure
that the pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically
fair to all parties thereto;


 


(xxix)      not
have any agreement, other than this Agreement with respect to the creation, operation and termination of the Trust;


 


(xxx)        maintain
its financial statements, accounting records and other entity documents separate from those of any other person; (B) show, in its
financial statements, its asset and liabilities separate and apart from those of any other person; and (C) not permit its assets
to be listed as assets on the financial statement of any of its affiliates;


 


(xxxi)      pay
its own liabilities and expenses out of its own funds and assets;


 


(xxxii)     observe
all statutory trust formalities;


 


(xxxiii)    not
assume or guarantee or become obligated for the debts of any other person or hold out its credit as being available to satisfy
the obligations of any other person;


 




    	 	- 43 -	 



     


    

  


(xxxiv)     maintain
and use separate stationery, invoices and checks bearing its name and not bearing the name of any other entity;


 


(xxxv)      maintain
its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets
from those of any other person;


 


(xxxvi)     not
have any of its obligations guaranteed by any affiliate except as provided by the loan documents with respect to the R&W Remedy
Obligations; and


 


(xxxvii)    not
permit any affiliate access to its bank accounts, except the Servicers solely in their respective capacities as a Servicer in accordance
with this Agreement.


 


(b)          Notwithstanding
any other provision of this Agreement, each party hereto agrees that it will not take any action nor fail to take any action, in
each case on behalf of the Trust, that would result in a breach of any of the foregoing covenants of the Trust.


 


(c)          For
accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The Depositor shall
ensure that pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically
fair to all parties thereto. This Agreement is and shall be the only agreement among the parties hereto with respect to the creation,
operation and termination of the Trust.


 


(d)          Failure
by the Trust to comply with any of the provisions of the foregoing shall not affect the status of the Trust as a separate legal
entity.


 


Section 1A.09. Assets
of the Trust.


 


·          The
assets of the Trust shall be limited to the assets described in the definition of “Trust Fund.”


 


Section 1A.10. Representations
and Warranties of the Trustee.


 


·          The
Trustee hereby represents and warrants to the Depositor and the Master Servicer and Securities Administrator, as of the Closing
Date, that:


 


(a)          the
Trustee is duly organized and validly existing as a federal savings bank under the laws of the United States with power and authority
to own its property and to conduct its business as such property is currently owned and such business is presently conducted;


 


(b)          the
Trustee has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery
and performance of this Agreement have been duly authorized by the Trustee by all necessary corporate action;


 


(c)          the
consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the
organizational documents of the Trustee or any material agreement or other material instrument to which the Trustee is a party
or by which it is bound;


 




    	 	- 44 -	 



     


    

  


(d)          to
the Trustee’s knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction over the Trustee or its property: (i) asserting
the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement
or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Trustee of its obligations
under, or the validity or enforceability of, this Agreement; and


 


(e)          this
Agreement has been duly executed and delivered by the Trustee and, assuming the due authorization, execution and delivery of this
Agreement by the Depositor and the Securities Administrator, this Agreement constitutes a valid, legal and binding obligation of
the Trustee, enforceable against it in accordance with the terms hereof, except as the enforcement hereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general
principles of equity (whether considered in a proceeding or action in equity or at law).


 


Article
II



DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES


 


Section 2.01         Creation
and Declaration of Trust Fund for the benefit of Trust; Conveyance of Mortgage Loans.


 


Concurrently with the
execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise
convey to the Trustee for the benefit of the Trust, without recourse, subject to Sections 2.02 and 2.04, in trust, all rights,
title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes,
the Mortgages, and the right to all payments of principal and interest due on or with respect to the Mortgage Loans after the Cut-off
Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior
to such date and intended by the related Mortgagors to be applied after such date, but not including the related Servicing Rights;
(ii) all of the Depositor’s rights, title and interest, if any, in and to all amounts from time to time credited to and the
proceeds of the Distribution Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans;
(iii) the Depositor’s rights under the Servicing Agreements and the Mortgage Loan Purchase Agreement; (iv) any REO Property
acquired in respect of any defaulted Mortgage Loan and the proceeds thereof; (v) all of the Depositor’s rights under any
Insurance Policies related to the Mortgage Loans; (vi) the Depositor’s security interest in any collateral pledged to secure
the Mortgage Loans, including the Mortgaged Properties; together with all proceeds of the foregoing and (vii) the AAR Agreements
(collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian's review provided for in
Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Trust and for
the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused
to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates
in the authorized denominations specified by the Depositor pursuant to Section 3.01(b).


 


The foregoing sale,
transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by
the Trustee or the Trust of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans
or any other agreement or instrument relating thereto except as specifically set forth therein.


 


Notwithstanding anything
to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody,
acceptance and inspection of the Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications
relating to the Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.
In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver
the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator, the Trust and the Certificateholders
(by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement
solely in its capacity as Trustee and not in its individual capacity.


 




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In connection with
such sale, transfer and assignment of the Mortgage Loans, the Depositor (x) does hereby deliver to, and deposit with, or cause
to be delivered to and deposited with, the Custodian acting on the Trustee's behalf, the Mortgage Files and (y) pursuant to the
Custodial Agreement will deliver to and deposit with the Custodian acting on the Trustee's behalf, the Credit Files.


 


Section 2.02         Acceptance
of Trust Fund by Trustee for the benefit of the Trust; Review of Documentation for Trust Fund.


 


(a)          The
Trustee, by execution and delivery hereof and the below-referenced delivery to the Trustee of the Initial Certification, acknowledges
(x) receipt by it (or by the Custodian on its behalf) of the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage
Loan Schedule and (y) that it (or the Custodian on its behalf) will receive the Credit Files, subject to review thereof by the
Custodian on behalf of the Trustee in accordance with Sections 3 and 5 of the Custodial Agreement and the exceptions set forth
on (i) the Credit File Exception Report and (ii) the Initial Certification. The Custodian, on behalf of the Trustee, will execute
and deliver to the Trustee, the Servicers, the Servicing Administrator, the Master Servicer and the Depositor an Initial Certification
on the Closing Date in the form required by the Custodial Agreement.


 


(b)          Within
two hundred and seventy (270) days after the Closing Date, the Custodian, on behalf of the Trustee, will, for the benefit of the
Trust, review each related Mortgage File to ascertain that all required documents set forth in the Custodial Agreement have been
received and appear on their face to conform with the requirements set forth in Sections 2, 4 and 6 of the Custodial Agreement.


 


(c)          Nothing
in this Agreement shall be construed to constitute an assumption by the Trust, Trust Fund, the Trustee, the Custodian or the Certificateholders
of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor.


 


(d)          Each
of the parties hereto acknowledges that the Custodian shall perform the applicable review of the related Mortgage Loans and respective
certifications as provided in the Custodial Agreement.


 


(e)          Upon
execution of this Agreement, the Depositor hereby delivers to the Trustee and the Trustee acknowledges receipt of the Mortgage
Loan Purchase Agreement and the Servicing Agreements.


 


(f)          The
Trustee shall deliver to each Rating Agency via the Rule 17g-5 Information Provider any report or certification provided to it
by the Custodian under this Section 2.02. 


 




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Section 2.03         Representations
and Warranties of the Depositor.


 


(a)          The
Depositor hereby represents and warrants to the Trustee, the Trust, the Certificateholders, and to the Master Servicer and the
Securities Administrator, as of the Closing Date or such other date as is specified below, that:


 


(i)          the
Depositor is a limited liability company duly organized, validly existing and in good standing under the laws governing its creation
and existence and has full power and authority to own its property, to carry on its business as presently conducted, to enter into
and perform its obligations under this Agreement, and to create the trust pursuant hereto;


 


(ii)         the
execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary action on the part of the
Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the
provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the
certificate of formation or limited liability company agreement of the Depositor;


 


(iii)        the
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or
taken prior to the date hereof;


 


(iv)        this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable
against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors generally and (B) general principles of equity
regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         there
are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against
or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to
any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor
will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect
it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations
under this Agreement;


 




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(vi)        immediately
prior to the transfer and assignment of the Mortgage Loans (exclusive of the Servicing Rights) to the Trustee, the Depositor was
the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to
transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and
assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted
by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date
of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is
located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract
of title delivered to the originator of such Mortgage Loan, (3) liens created pursuant to any federal, state or local law, regulation
or ordinance affording liens for the costs of cleanup of hazardous substances or hazardous wastes or for other environmental protection
purposes and (4) such other matters to which like properties are commonly subject which do not, individually or in the aggregate,
materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation
of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;


 


(vii)       other
than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized
the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering
the Mortgage Loans. The Depositor is not aware of any judgment or tax lien filings against the Depositor;


 


(viii)      none
of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise
conveyed to any Person other than the Trustee; and


 


(ix)         the
Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder
to the Trustee.


 


The foregoing representations
made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.


 


Section 2.04         Discovery
of Breach; Repurchase of Mortgage Loans.


 


(a)          Pursuant
to the Mortgage Loan Purchase Agreement, the Sponsor has made certain representations and warranties with respect to the Mortgage
Loans, and each of the Depositor and the Trustee intend that the Mortgage Loans (including any Qualified Substitute Mortgage Loans
substituted by the Sponsor due to a breach of a representation or warranty by the Sponsor) included in the Trust Fund satisfy such
representations and warranties. The Depositor, for the benefit of the Trustee, the Trust and the Certificateholders, hereby assigns
any rights it has against the Sponsor with respect to the Mortgage Loan Purchase Agreement to the Trustee.


 




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(b)          Subject
to Section 2.05, upon discovery by the Depositor or the Sponsor of a breach of any representation or warranty for which the Sponsor
is obligated to perform a Sponsor Remedy Obligation, the Trustee, or its designee, shall promptly notify the Sponsor in writing
of such breach and request that the Sponsor perform such Remedy Obligation with respect to a representation or warranty under the
Mortgage Loan Purchase Agreement, within ninety (90) days from the earlier of the date that the Sponsor discovered or was notified
of such breach. Subject to Section 2.05, upon the occurrence of a breach of any representation or warranty for which an Originator
is obligated to perform an Originator Remedy Obligation or an Originator Document Remedy Obligation, the Trustee, or its designee,
shall promptly notify such Originator in writing of such breach and request that such Originator perform such Originator Remedy
Obligation or Originator Document Remedy Obligation within the applicable cure period set forth in the related Purchase Agreement.
If the Sponsor or an Originator (as applicable) fails to perform the applicable Remedy Obligation in all material respects during
the applicable cure period, the Trustee shall enforce the applicable Remedy Obligation following the expiration of the applicable
cure period; provided, however, that, in connection with any such breach that could not reasonably have been cured by the
Sponsor within the applicable cure period, the Sponsor shall be required to perform a Remedy Obligation with respect to the applicable
Mortgage Loan no later than one hundred twenty (120) days after its discovery or notice of such breach; and provided further, that,
if such breach would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then
notwithstanding the previous provisions of this paragraph, the Sponsor or such Originator (as applicable) shall be required to
repurchase or substitute (if applicable) the Defective Mortgage Loan within sixty (60) days from the date the defect was discovered
(and no indemnity payment in lieu of such repurchase or substitution will be accepted); and provided further, however, that no
substitution pursuant to this Section 2.04(b) shall occur more than two (2) years after the Closing Date. Each determination as
to whether there has been such a breach shall be conducted on a Mortgage Loan-by-Mortgage Loan basis. The Repurchase Price for
the repurchased Mortgage Loan shall be deposited by the Sponsor or such Originator, as applicable, in the Distribution Account,
and the Trustee, or its designee, upon receipt of written certification of such deposit or remittance, shall release to the Sponsor
or such Originator (as applicable) the related Mortgage File and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, representation or warranties, as either party shall furnish to the Trustee and as shall be necessary
to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility
with regard to such Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency
of such assignment for its intended purpose). Any indemnity payment made with respect to a Defective Mortgage Loan shall be deposited
by the Sponsor in the Distribution Account. It is understood and agreed that the obligation of the Sponsor or an Originator to
perform a Remedy Obligation shall constitute the sole remedy against such party respecting the omission, defect or breach available
to the Trustee on behalf of the Trust. Costs and expenses incurred by the Trustee pursuant to this Section 2.04, to the extent
not reimbursed by the Sponsor or the Directing Holders, shall be reimbursed by the Trust Fund, subject to the limitation in clause
(D) of the definition of Available Distribution Amount.


 


(c)          It
is understood and agreed that the representations and warranties set forth in the Mortgage Loan Purchase Agreement, the Purchase
Agreements and the AAR Agreements, and the Sponsor’s obligation to perform a Remedy Obligation with respect to a Mortgage
Loan pursuant to the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files and the sale and assignment
of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement.


 


(d)          The
Sponsor shall indemnify and hold harmless the Trust, the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator,
the Depositor, the Custodian and each Certificateholder against any and all taxes, claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust, the Trust Fund, the
Trustee, the Master Servicer, the Securities Administrator, the Depositor, the Custodian or any Certificateholder may sustain in
connection with any actions of the Sponsor relating to a repurchase of a Mortgage Loan other than in compliance with the terms
of this Section 2.04 and the Mortgage Loan Purchase Agreement, to the extent that any such action causes an Adverse REMIC Event
or Adverse Grantor Trust Event.


 




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(e)          For
the avoidance of doubt, none of the Master Servicer, the Securities Administrator or the Custodian shall have any duty to conduct
any investigation as to the occurrence of any breach of a representation or warranty by the Sponsor.


 


Section 2.05         Obligations
in Respect of Alleged Breach of Representations and Warranties; Defective or Missing Mortgage Documents.


 


(a)          The
Trustee shall acknowledge receipt of the Initial Certification and Final Certification provided by the Custodian pursuant to the
Custodial Agreement. The Depositor shall review the Final Certification provided by the Custodian pursuant to the Custodial Agreement.
If any document is listed as missing or defective in the Final Certification, the Depositor shall determine whether the failure
to provide any missing documentation or the existence of a defective document materially and adversely affects the value of the
applicable Mortgage Loan or the interest of the Certificateholders in such Mortgage Loan (each, a “Material Document Defect”).
If the Depositor concludes that a Material Document Defect exists with respect to a Mortgage Loan, it shall so notify the Trustee.
The Trustee shall make available to the Certificateholders the information regarding the Depositor’s determination that a
Material Document Defect exists and the Final Certification generated by the Custodian by forwarding such documents to the Securities
Administrator, and the Securities Administrator is hereby directed to upload such findings to the Securities Administrator’s
website at www.ctslink.com; provided, that neither the Securities Administrator nor the Trustee will have any obligation
to confirm or verify the accuracy of such information. The Trustee shall pursue the applicable Document Remedy Obligation against
the related Originator if within ninety (90) days of notification of the Certificateholders, (i) the Trustee receives written direction
to do so by Directing Holders because such Directing Holders have determined, after review of the Depositor’s decision and
the final certification, that the missing document constitutes a Material Document Defect and (ii) the Certificateholders directing
the Trustee to pursue the Document Remedy Obligation agree to provide in advance to the Trustee funds to pay for any fees, costs
and expenses incurred by the Trustee and to provide any indemnification reasonably requested by the Trustee. In connection with
any such action against the related Originator, the Trustee shall pursue reimbursement for its fees, costs and expenses from such
Originator under the terms of the related Securitization AAR, if directed to do so by Directing Holders that provided such funds
to the Trustee as described above. For the avoidance of doubt, in connection with any matters relating to enforcing the Document
Remedy Obligations of the Originators, the Trustee shall not be obligated to take any action without first receiving adequate direction,
indemnification and advances, as necessary, from Directing Holders, such adequacy to be agreed upon by the Trustee and such Directing
Holders. If the Trustee recovers any such fees, costs and expenses, it will be obligated to pay such amounts to the Certificateholders
that provided such funds to the Trustee as described above. To the extent not reimbursed by the applicable Originator or the applicable
Certificateholders, the Trustee shall be reimbursed by the Trust, subject to the annual expense limits as described in the definition
of Extraordinary Trust Expenses.


 


(b)          With
respect to any Mortgage Loan that is less than one hundred twenty (120) days delinquent and has not been the subject of a previous
arbitration proceeding under the related Securitization AAR or the Mortgage Loan Purchase Agreement (as applicable), the Directing
Holders may direct the Trustee to request the Credit File for a Mortgage Loan from the Custodian, and to engage an Independent
Evaluator in accordance with Section 2.08 (which Independent Evaluator may be selected by the Directing Holders or, if no such
selection is made by such holders, such third party will be selected by the Trustee), to review the related Mortgage Loan to determine
whether there has been a Material Breach of a representation and warranty under the related Securitization AAR and for which the
related Originator under the related Securitization AAR or the Seller under the Mortgage Loan Purchase Agreement, as applicable,
is obligated to cure, repurchase or, in some cases, substitute for the related Mortgage Loan pursuant to the terms of the related
Securitization AAR or the Mortgage Loan Purchase Agreement, as applicable. The costs and expenses of such third party review shall
be paid for by the Directing Holders.


 




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(c)          In
the event a Mortgage Loan becomes one hundred twenty (120) days or more Delinquent and has not been the subject of a previous arbitration
proceeding under the related Securitization AAR or the Mortgage Loan Purchase Agreement (as applicable), the Trustee will request
the Credit File for a Mortgage Loan from the Custodian, and shall engage an Independent Evaluator in accordance with Section 2.08
(which may be selected by the holder or holders of the majority of the Certificate Principal Amount of the most subordinate class
of certificates outstanding or, if no such selection is made by such Directing Holders, such Independent Evaluator will be selected
by the Trustee), to review the related Mortgage Loan to determine whether there has been a Material Breach of a representation
and warranty and for which the related Originator under the related Securitization AAR or the Seller under the Mortgage Loan Purchase
Agreement, as applicable, is obligated to cure, repurchase or, in some cases, substitute for the related Mortgage Loan pursuant
to the terms of the related Securitization AAR or the Mortgage Loan Purchase Agreement, as applicable. In that situation, the Trustee
(at the Trust’s expense, as an Extraordinary Trust Expense) shall select an Independent Evaluator that will request the Mortgage
File, the Credit File, the related Originator’s underwriting guidelines from the Custodian and the Servicing File from the
related Servicer, and based upon all available information, the Independent Evaluator will evaluate the Mortgage Loan as to the
existence of any breach. Any costs and expenses incurred by the Trustee in connection with the engagement of the Independent Evaluator
to conduct such automatic review will, to the extent not reimbursed by Certificateholders, be reimbursed from the Trust Fund, subject
to the annual expense limits as described in the definition of Extraordinary Trust Expenses.


 


(d)          With
respect to any of the foregoing clauses (b) and (c), the Trustee shall engage an Independent Evaluator to perform such review of
the related Mortgage File and Credit File and report its findings to the Trustee; provided that the Trustee shall have no
obligation to confirm or verify the accuracy of such information. The Trustee shall cause the Custodian to provide the Independent
Evaluator with the related Mortgage File and Credit File. The Independent Evaluator shall be required to perform a review and report
its findings to the Trustee. Any such report shall include an attestation by the Independent Evaluator that its review and report
were not influenced or affected by any interested party.


 


(e)          Each
determination that there has been a breach of a representation or warranty and each remedy for such a breach is required to be
conducted on a Mortgage Loan-by-Mortgage Loan basis. If upon the review of the results of such review, the Independent Evaluator
determines there is evidence that a Material Breach of representation or warranty may have occurred requiring the Sponsor or an
Originator to perform a Remedy Obligation with respect to the related Mortgage Loan, then the Trustee shall proceed in accordance
with Section 2.05(f) and Section 2.06 below. Neither the Trustee nor the Trust will be responsible for the willful misconduct or
negligence on the part of any Independent Evaluator. For the avoidance of doubt, the fee, if any, of the Independent Evaluator
shall be separate from the Trustee Fee.


 




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(f)          The
Trustee shall provide to the Certificateholders the information regarding the Independent Evaluator’s review by forwarding
such information to the Securities Administrator, and the Securities Administrator is hereby directed to upload such findings to
the Securities Administrator’s website at www.ctslink.com; provided that the Securities Administrator will have no
obligation to review, redact, confirm the accuracy of, or otherwise verify such information. If upon review of the Independent
Evaluator’s findings a group of Directing Holders determines that a Material Breach has occurred, such Directing Holders
will notify the Trustee of such determination and instruct the Trustee to pursue and enforce a Remedy Obligation against the applicable
Originator or the Sponsor (as applicable), including participating in an arbitration or other cause of action, pursuant to and
to the extent provided in the related Securitization AAR or the Mortgage Loan Purchase Agreement, as applicable, as directed by,
and at the expense of, the Directing Holders; provided that the Trustee shall be obligated to commence its enforcement of
a Remedy Obligation only if (i) the Directing Holders provide written direction to the Trustee to enforce such Remedy Obligation
within ninety (90) days of notification to the Certificateholders and (ii) the Directing Holders have entered into an agreement
to provide in advance to the Trustee funds to pay for any and all costs and expenses incurred by the Trustee (including but not
limited to engaging the Independent Evaluator) in connection with such enforcement and to provide any indemnification reasonably
requested by the Trustee (including but not limited to the Directing Holders’ decision to direct the Trustee to pursue or
not to pursue an action based on the results of such review). In connection with any such review and/or action against an Originator
or the Sponsor (as applicable), the Trustee shall pursue reimbursement for its fees, costs and expenses from such Originator or
the Sponsor (as applicable) under the terms of the related Securitization AAR or Mortgage Loan Purchase Agreement. For the avoidance
of doubt, in connection with any matters relating to enforcing an Originator’s or the Sponsor’s applicable R&W
Remedy Obligations, the Trustee shall not be obligated to take any action without first receiving adequate direction, indemnification
and advances, as necessary, from the Directing Holders, such adequacy to be agreed upon by the Trustee and such Directing Holders.
If the Trustee recovers any such fees, costs and expenses from the related Originator or the Seller, the Trustee shall pay such
amounts to the Directing Holders pursuant to the agreement described in clause (ii) above. Costs and expenses incurred by the Trustee
to the extent not reimbursed by the applicable Originator, the Seller or the Directing Holders, shall be reimbursed by the Trust
Fund, subject to the annual expense limits as described in the definition of Extraordinary Trust Expenses. Notwithstanding anything
to the contrary set forth in this paragraph (f), information provided to Certificateholders in connection with any breach will
be a summary of the Independent Evaluator’s review and shall not include any personally identifiable information or any other
information that would give the recipient the ability to identify the borrower, and the Depositor will have the right to remove
(or cause the removal of) such information from materials that are to be provided to Certificateholders.


 


(g)          The
Trust and the Trustee on behalf of the Trust will not have any right or power to bring any action or claim against any party other
than the Sponsor and the applicable Originator with respect to any breach or alleged breach of any representation or warranty made
with respect to the Mortgage Loans. The representations and warranties made by the Sponsor and the Originators with respect to
the related Mortgage Loans have been made to the Trust and not to the Certificateholders or any Certificateholder. Each Certificateholder,
by acquiring its Certificates, will be deemed to have consented to these limitations.


 


Section 2.06         Procedures
Following Determination of Breach of Representations and Warranties. 


 


(a)          Upon
determination by Directing Holders of a Material Breach or Material Document Defect and upon receipt of direction from such Directing
Holders within 90 days from the date on which the Independent Evaluator’s findings were made available to the Certificateholders
for the Trustee to pursue a Remedy Obligation in accordance with the related Securitization AAR or the Mortgage Loan Purchase Agreement,
as applicable, the Trustee shall provide written notification of such breach by mail to the Sponsor or the related Originator (as
applicable), within thirty (30) days of determination of the breach (or such other time required under the related Purchase Agreement).
If the Trustee does not receive a response, the Trustee shall send a follow-up demand notice within sixty (60) days after the initial
notice. Both notices will remind the Sponsor or the related Originator (as applicable) of its right to submit the claim to binding
arbitration if it disputes the claim.


 




    	 	- 52 -	 



     


    

  


(b)          With
respect to any Material Breach for which the Sponsor is responsible, the Sponsor will have the obligation provided in the Mortgage
Loan Purchase Agreement to perform a Sponsor Remedy Obligation with respect to the related Mortgage Loan within ninety (90) days
(or such shorter period as provided in Section 2.04). With respect to any Material Breach or Material Document Defect for which
an Originator is responsible, such Originator will have the obligation under the related Purchase Agreement to perform an applicable
Originator Remedy Obligation within the timeframe provided in the related Purchase Agreement. Any cure may be subject to review
and approval by the Trustee or the Independent Evaluator to ensure that a Material Breach no longer exists.


 


(c)          If
the Sponsor or the related Originator (as applicable) disputes the claim, as provided in and if permitted under the Mortgage Loan
Purchase Agreement or the related Purchase Agreement (as applicable), the dispute of the claim shall be submitted by the Trustee
to binding arbitration if permitted under the Mortgage Loan Purchase Agreement or the related Purchase Agreement (as applicable).
The Trustee shall provide prompt written notice to the Securities Administrator (i) that a claim has been submitted to binding
arbitration and (ii) the arbitrator’s decision with respect to such dispute.


 


(d)          If
the Sponsor or the related Originator (as applicable) refuses to perform its applicable Remedy Obligation within thirty (30) days
after the end of the cure period, then the Trustee shall notify all of the Certificateholders through a special and additional
communication made available on the Securities Administrator’s website located at www.ctslink.com and request guidance as
to whether to bring a legal action against the Sponsor. There will not be any deadline for obtaining guidance. The Trustee shall
only bring legal action upon the direction of Directing Holders. The Trustee will not be required to proceed unless it obtains
in advance funds to pay any fees, costs and expenses incurred by the Trustee and adequate indemnification from the Directing Holders
to cover any cost, expense or liability in connection with any legal action. For the avoidance of doubt, in connection with any
matters relating to enforcing the Sponsor’s or such Originator’s remedy obligations, the Trustee will not be obligated
to take any action without first receiving adequate direction, indemnification and advances, as necessary, from Directing Holders,
such adequacy to be agreed upon by the Trustee and such Directing Holders. Certificateholders who are not part of the Directing
Holders will be not be required to contribute, but shall not have any rights with respect to the approval or disapproval of the
resolution of any dispute. The existence of any outstanding unresolved breaches and their status shall be reported by the Trustee
to the Securities Administrator and the Securities Administrator is hereby directed to include such status in each Distribution
Date Statement or supplemental report, solely to the extent the Securities Administrator has received such information from the
Trustee. The status of any outstanding unresolved breaches shall remain on each Distribution Date Statement until an update as
to such status is provided by the Trustee to the Securities Administrator.


 


(e)          Certificateholders
or other third parties will have no rights to bring any action for the enforcement of breaches of representations and warranties
made by the Sponsor or the Originators other than as described above.


 




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(f)          In
the event the Sponsor or an Originator repurchases the related Mortgage Loan, the Repurchase Price for the repurchased Mortgage
Loan for such Mortgage Loan shall be deposited by the Sponsor or such Originator, as applicable, in the Distribution Account, and
the Trustee, or its designee, upon receipt of written certification of such deposit or remittance (as applicable), shall release
to the Sponsor the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranty, as either such party shall furnish to the Trustee and as shall be necessary to vest
in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility
with regard to such Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency
of such assignment for its intended purpose). It is understood and agreed that the obligation of the Sponsor or such Originator
(as applicable) to perform a Remedy Obligation with respect to any Mortgage Loan as to which such a breach has occurred and is
continuing shall constitute the sole remedy against the Sponsor or such Originator (as applicable) respecting such omission, defect
or breach available to the Trustee on behalf of the Trust or the Certificateholders.


 


(g)          Any
cost or expense incurred by the Trustee in notifying the Sponsor or an Originator of alleged breaches and notifying Certificateholders
of the Sponsor’s or such Originator’s failure to perform an applicable Remedy Obligation with respect to a Mortgage
Loan will not be an Extraordinary Trust Expense. Notwithstanding the foregoing, the Trustee may recover its notification expenses
and any other expenses it may incur in connection with enforcing remedies for breaches of representations and warranties (and will
attempt to recover the expense of the Independent Evaluator and, if applicable, arbitrator) from the Sponsor or such Originator,
to the extent provided in this Agreement or the related Purchase Agreement, and will reimburse itself and any such Independent
Evaluator or arbitrator first for any such costs. Any expenses incurred by the Trustee or the Trust, other than notification costs,
which are not covered by the Sponsor or any other party will be an Extraordinary Trust Expense. In addition, the cost of the Independent
Evaluator and any cost of the arbitration, to the extent not covered by the Sponsor, the related Originator, the Certificateholders
or any other party will be treated as an Extraordinary Trust Expense.


 


Section 2.07         Intention
of Parties.


 


Notwithstanding any
other provision of this Agreement, it is intended by each of the parties hereto that the conveyance of the Depositor’s rights,
title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed
as, a sale of such property and not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall
be the owner of the Trust Fund for the benefit of the Trust.


 


However, in the event
that, notwithstanding the intent of the parties, the Trust Fund is held to be the property of the Depositor, or if for any other
reason this Agreement is held or deemed to create a security interest in the Trust Fund, then (a) this Agreement shall constitute
a security agreement to secure a debt, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a grant by the
Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure payment of the aggregate Certificate Principal
Amount and all interest accrued on the Trust Fund, a security interest in all of the Depositor’s rights, title, and interest,
whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) all
accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter of credit
rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing,
and (iv) all proceeds of the foregoing.


 




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Section 2.08         The
Independent Evaluator.


 


Any Independent Evaluator
appointed to review a Mortgage Loan pursuant to this Agreement must be a recognized third party with experience performing due
diligence on residential mortgage loans and may not be (i) the same party that performed the pre-offering review of such Mortgage
Loan or (ii) an affiliate of the Sponsor. Clayton Services LLC and Opus Capital Market Consultants, LLC performed the pre-offering
review of the Mortgage Loans. Any such evaluator will be deemed to have been selected with due care by the Trustee and the Trustee
will not be liable for the results of any review made by an Independent Evaluator. The Trustee will inform the Master Servicer
which Independent Evaluator has been selected, and the Master Servicer shall direct the Custodian to deliver to the Independent
Evaluator the related Mortgage File, the Credit File and the related Originator’s underwriting guidelines and (ii) direct
the applicable Servicer to deliver to the Independent Evaluator the related Servicing File and any other information with respect
to the related Mortgage Loan requested by the Independent Evaluator, to the extent permitted under the applicable Servicing Agreement.
As a condition to its appointment, the Independent Evaluator shall have agreed to treat as confidential any such information. The
Trustee will make available to the Certificateholders certain information regarding the Independent Evaluator’s review by
forwarding the Independent Evaluator’s findings to the Securities Administrator. The Securities Administrator is hereby directed
to upload such findings to the Securities Administrator’s website at www.ctslink.com; provided, that the Securities
Administrator will have no obligation to review, redact, confirm the accuracy of, or otherwise verify such information.


 


Section 2.09         Obligations
in Respect of Proposed Eminent Domain Mortgage Loan Acquisition.


 


(a)          The
Master Servicer or the Trustee shall promptly notify the other if one of its Responsible Officers has received written notice or
actual knowledge that any governmental entity intends to acquire a Mortgage Loan through the exercise of its power of eminent domain.
The Trustee shall cause the applicable Servicer to obtain a valuation on the related property in the form of a broker’s price
opinion or another valuation method that it deems appropriate. The Trustee also may engage, at the expense of the Trust, a third
party to review each such Mortgage Loan to determine whether the payment offered by such governmental entity for the Mortgage Loan
is the fair market value (the “Fair Value”) of such Mortgage Loan. Any such third party reviewer must be a recognized
third party with experience performing valuations of residential mortgage loans. The Trustee also may engage, at the expense of
the Trust, legal counsel to assess the legality of such governmental entity’s proposed exercise of its power of eminent domain
to acquire the Mortgage Loan to determine whether there are bona fide legal grounds for contesting such acquisition (without regard
to issues relating to the amount of compensation to be paid) (each such determination referred to herein as a “Legality Determination”).
If, as a result of such review, the Trustee determines that the offered payment does not constitute the Fair Value of the Mortgage
Loan or that there may be bona fide legal grounds to contest such proposed acquisition, then the Trustee may, at the direction
of the Directing Holders, contest such acquisition through appropriate legal proceedings at the expense of the Trust.


 








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(b)          If,
as a result of a review conducted pursuant to Section 2.09(a) above, the Trustee concludes that it will not contest the proposed
acquisition, then the Trustee shall notify the Master Servicer, the Securities Administrator and the applicable Servicer in writing
and the Securities Administrator shall forward to the Certificateholders a copy of this decision pursuant to a Distribution Date
Statement; provided, that the Securities Administrator shall only be required to include such notification and any related
details on any Distribution Date Statement to the extent it has received the same. After such notification has been delivered,
notwithstanding such a determination by the Trustee, the Certificateholders may direct the Trustee to contest an acquisition of
a Mortgage Loan through exercise of the power of eminent domain, or the amount of the offered payment for such Mortgage Loan, if,
within ninety (90) days of notification of the Certificateholders, (i) the Trustee receives written direction to do so by Directing
Holders and (ii) the Holders directing the Trustee to take such action agree to provide in advance to the Trustee funds to pay
for any fees, costs and expenses incurred by the Trustee or the Trust and to provide any indemnification reasonably requested by
the Trustee. For the avoidance of doubt, in connection with any matters relating to eminent domain proceedings, the Trustee will
not be obligated to take any action without first receiving adequate direction, indemnification and advances, as necessary, from
Directing Holders, such adequacy to be agreed upon by the Trustee and such Directing Holders. In connection with any such action,
the Trustee shall pursue reimbursement for its fees, costs and expenses from the governmental entity, if directed to do so by the
Certificateholders that provided such funds to the Trustee as described above. If the Trustee recovers any such fees, costs and
expenses, it shall be obligated to pay such amounts to Certificateholders that are Directing Holders unless such Certificateholders
directing the Trustee have not satisfied their obligations to pay the fees, costs, expenses and indemnities of the Trustee in taking
such action, in which case such amounts shall be retained by the Trustee for such purposes. To the extent not reimbursed by the
governmental entity or the Certificateholders, the Trustee shall be reimbursed by the Trust Fund for any costs incurred by it in
connection with the performance of such duties, subject to the annual expense limits as described in the definition of Extraordinary
Trust Expenses.


 


(c)          The
Trustee shall, contemporaneously with the actions it takes pursuant to Sections 2.09(a) and 2.09(b), notify the Certificateholders
that it has received notice that a governmental entity intends to acquire a Mortgage Loan through the exercise of its power of
eminent domain. The Trustee shall take such other actions with respect to the action of the governmental authority as are consistent
with the instructions of the Certificateholders, provided the Trustee shall have no duty or obligation to take such actions except
(i) in accordance with the written direction of Directing Holders and (ii) an agreement by Holders directing the Trustee to take
such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee, and provide
any indemnification reasonably requested by the Trustee. For the avoidance of doubt, in connection with any matters relating to
eminent domain proceedings, the Trustee will not be obligated to take any action without first receiving adequate direction, indemnification
and advances, as necessary, from Directing Holders, such adequacy to be agreed upon by the Trustee and such Directing Holders.
In connection with any such action, the Trustee shall pursue reimbursement for its fees, costs and expenses from such governmental
entity if directed to do so by the Certificateholders that provided such funds to the Trustee as described above. If the Trustee
recovers any such fees, costs and expenses, it shall be obligated to reimburse such amounts to such Certificateholders unless the
Certificateholders directing the Trustee have not satisfied their obligations to pay the fees, costs, expenses and indemnities
of the Trustee in taking such action, in which case such amounts shall be retained by the Trustee for such purposes. To the extent
not reimbursed by the governmental entity or the Certificateholders, the Trustee shall be reimbursed by the Trust Fund for any
costs incurred by it in connection with the performance of such duties, subject to the annual expense limits as described in the
definition of Extraordinary Trust Expenses.


 


For the avoidance of
doubt, the Trustee shall not be liable for any Legality Determination or determination of Fair Value made as described above, or
any actions taken by them with respect to or in reliance on such determinations.


 


(d)          In
performing its duties under this Section 2.09, the Trustee may rely upon, and shall be protected in acting or refraining from acting
upon, any Legality Determination by a nationally recognized law firm and any determination of Fair Value by a recognized third
party with experience in performing valuations of residential mortgage loans.


 




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Article
III


 


THE CERTIFICATES


 


Section 3.01         The
Certificates.


 


(a)          The
Certificates shall be issuable in registered form only and shall be securities governed by Article 8 of the Delaware UCC. The Certificates
will be evidenced by one or more certificates, ownership of which will be held in the minimum denominations in Certificate Principal
Amount or Notional Amount specified in the Preliminary Statement to this Agreement and in integral multiples of $1 in excess thereof,
or in the Percentage Interests specified in the definition of Percentage Interest, as applicable. Except as otherwise provided
herein with respect to treatment of the Certificates for federal taxation purposes, the Certificates represent the ownership of
the entire Trust.


 


(b)          The
Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer of the Trustee.
Each Certificate shall, on original issue, be authenticated by the Authenticating Agent upon the order of the Depositor upon the
sale of the Mortgage Loans to the Trustee as described in Section 2.01. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially
in the form provided for herein, executed by an authorized officer of the Authenticating Agent, by manual signature, and such certification
upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their authentication.


 


(c)          The
Certificates are offered and sold in reliance on the exemption from registration under Rule 144A or in reliance on Regulation S
under the Securities Act and shall be issued with the applicable legends set forth in Exhibit A. The Class R Certificates and the
Class LT-R Certificates shall be issued only as Definitive Certificates.


 


Section 3.02         Registration.


 


(a)          The
Securities Administrator is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate
Registrar in respect of the Certificates and shall maintain books for the registration and for the transfer of Certificates (the
“Certificate Register”). A registration book shall be maintained for the Certificates collectively. The Certificate
Registrar may at any time resign by giving at least thirty (30) days' advance written notice of resignation to the Trustee, the
Depositor and the Master Servicer. The Trustee may at any time remove the Certificate Registrar by giving written notice of such
removal to such Certificate Registrar, the Depositor and the Master Servicer. Upon receiving a notice of resignation or upon such
a removal, the Trustee may appoint a bank or trust company to act as successor certificate registrar, shall give written notice
of such appointment to the Depositor and the Master Servicer and shall mail notice of such appointment to all Holders of Certificates.
Any successor certificate registrar upon acceptance of its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Certificate Registrar. The
Certificate Registrar may appoint, by a written instrument delivered to the Holders and the Master Servicer, any bank or trust
company to act as co-registrar under such conditions as the Certificate Registrar may prescribe; provided, however, that
the Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.


 




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(b)          In
connection with any breach or alleged breach of representations and warranties with respect to the Mortgage Loans as provided in
Article II of this Agreement, any individual Certificateholder or group of Certificateholders may act as Directing Holders, if
such parties satisfy the requirements of the definition thereof, to pursue rights held by Directing Holders as provided in such
Article. At its or their expense, any Certificateholder or group of Certificateholders may provide communications to the Securities
Administrator, which shall be included in a supplemental report provided with the next Distribution Date Statement of the Securities
Administrator, which may include, among other things, a request to create or to join the Directing Holders, or any other communication
related to the Trust Fund.


 


(c)          In
addition, the Securities Administrator shall make available to any Certificateholder and any Certificate Owner, the Investor Registry.
The “Investor Registry” shall be a voluntary service available on the Securities Administrator’s website, where
Certificateholders and Certificate Owners can register and thereafter obtain information with respect to any other Certificateholder
or Certificate Owner that has so registered. Any person registering to use the Investor Registry shall be required to certify that
(a) it is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Securities Administrator to make its
name and contact information available on the Investor Registry for at least forty five (45) days from the date of such certification
to persons entitled to access to the Investor Registry. Such Person shall then be asked to enter certain mandatory fields such
as the individual’s name, the company name and email address, as well as certain optional fields such as address, phone,
and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Securities Administrator that it
wishes to be removed from the Investor Registry (which notice may not be within forty five (45) days of its registration), the
Securities Administrator shall promptly remove it from the Investor Registry. The Securities Administrator shall not be responsible
for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the
accuracy of any information thereon. The Securities Administrator may require acceptance of a waiver and disclaimer for access
to the Investor Registry.


 


(d)          Every Holder
or Certificate Owner, if the Holder is a Clearing Agency, by receiving and holding a Certificate, agrees with the Depositor, the
Master Servicer, the Securities Administrator, the Certificate Registrar and the Trustee that none of the Depositor, the Sponsor,
the Master Servicer, the Securities Administrator, the Certificate Registrar or the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the
source from which such information was derived. Neither the Depositor nor the Sponsor will have any responsibility for maintaining
an investor registry, through the Securities Administrator’s website or otherwise, and will have no liability for information
disclosed or not disclosed on such website.


 


Section 3.03         Transfer
and Exchange of Certificates.


 


(a)          A
Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be transferred by the Holder
thereof only upon presentation and surrender of such Certificate at the office of the Certificate Registrar duly endorsed or accompanied
by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Certificate
Registrar and delivery of such other certificates and affidavits as may be required in this Section 3.03. Upon the transfer of
any Certificate in accordance with the preceding sentence and subsection (c) below, the Trustee shall execute, and the Authenticating
Agent shall authenticate and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate,
the same aggregate Certificate Principal Amount (or Notional Amount or Percentage Interest) as the Certificate being transferred.
No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.


 




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(b)          A
Certificate may be exchanged by the Holder thereof for any number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount (or Notional Amount or Percentage Interest) as the Certificate
surrendered, upon surrender of the Certificate to be exchanged at the office of the Certificate Registrar duly endorsed or accompanied
by a written instrument of transfer duly executed by such Holder or his duly authorized attorney in such form as is satisfactory
to the Certificate Registrar. Certificates delivered upon any such exchange will evidence the same obligations, and will be entitled
to the same rights and privileges, as the Certificates surrendered. No service charge shall be made to a Certificateholder for
any exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any exchange of Certificates. Whenever any Certificates are so surrendered for exchange,
the Trustee shall execute, and the Authenticating Agent shall authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.


 


(c)          No
transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
securities laws of any state or other jurisdiction, or is otherwise made in accordance with the Securities Act and such securities
laws. None of the Trustee, the Securities Administrator or the Certificate Registrar is obligated to register or qualify any Certificates
under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit
the transfer of any Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect
a transfer of Certificates or interests therein shall, and does hereby agree to, indemnify the Trust, the Trustee, the Securities
Administrator and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made
in accordance with such applicable securities laws and the provisions of this Agreement. If a Certificateholder does not meet the
transfer requirements set forth herein, the Certificate Registrar shall have the right to require any such Certificateholder to
sell its interest in the Certificate it holds.


 


By acceptance of a
Certificate or a beneficial interest in a Certificate, whether upon original issuance or subsequent transfer, each Holder thereof
will be deemed to have represented and agreed that transfer thereof is restricted and agrees that it will transfer such Certificate
or beneficial interest only in accordance with the terms of this Agreement and such Certificate and in compliance with applicable
laws.


 


The applicable procedures
utilized or imposed by the Clearing Agency and/or any Clearance System (collectively, “Applicable Procedures”) shall
be applicable to the Global Certificates insofar as and to the extent beneficial interests in such Global Certificates are held
by the agent members of or participants in Euroclear System or Clearstream. Account holders or agent members of or participants
in Euroclear System and Clearstream shall have no rights under this Agreement with respect to such Global Certificates, and the
Clearing Agency as registered Holder of the Global Certificates may be treated by the Depositor, the Trust, the Certificate Registrar,
the Securities Administrator and the Trustee (and any agent of any of the foregoing) as the owner of such Global Certificates for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Depositor, the Trust, the Certificate
Registrar, the Securities Administrator or the Trustee, from giving effect to any written certification, proxy or other authorization
furnished by any Clearance System or impair, as between the Clearance System and its agent members or participants, the operation
of customary practices governing the exercise of the rights of a holder of any Certificates. Requests or directions from, or votes
of, the Clearing Agency or any Clearance System with respect to any matter shall not be deemed inconsistent if made with respect
to (or in separate proportions corresponding to) different beneficial owners. None of the Depositor, the Trust, the Certificate
Registrar, the Securities Administrator or the Trustee shall have any duty to monitor, maintain records concerning (or determine
compliance with any of the restrictions on transfer set forth herein with respect to) owners of beneficial interests in the Global
Certificates. None of the Depositor, the Trust, the Certificate Registrar, the Securities Administrator or the Trustee shall have
any liability for the accuracy of the records of the Clearing Agency or any Clearance System, or any actions or omissions of the
Clearing Agency or any Clearance System (or of the agent members of or participants in any Clearance System).


 




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A Certificateholder
may transfer a Certificate or its beneficial interest in a Certificate only in accordance with the following provisions:


 


(i)          Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
of a particular Class wishes at any time to transfer any of its beneficial interest in such Rule 144A Global Certificate to a person
that is not a U.S. person (as defined in Regulation S under the Securities Act (“Regulation S”)), such holder shall,
subject to the provisions of this Section 3.03, transfer its beneficial interest in such Rule 144A Global Certificate for an equivalent
interest in a Regulation S Global Certificate of the same Class. Upon (A) receipt by the Certificate Registrar and the Depositor
of (1) an Investor Representation Letter from such holder's transferee in the form of Exhibit E-3 hereto and (2) a Regulation S
Transfer Certificate from such holder in the form of Exhibit E-2 hereto (as to which, in the case of the Book-Entry Certificates,
the holder and such holder’s transferee will be deemed to have made the representations and warranties contained therein)
and (B) receipt by the Certificate Registrar of a written order given in accordance with the Clearing Agency's Applicable Procedures,
the Certificate Registrar shall adjust the Clearing Agency's position to reflect a reduction of the Class Principal Amount of the
Rule 144A Global Certificate by the Class Principal Amount of the beneficial interest thereof to be so transferred and concurrently
with such reduction, credit the Regulation S Global Certificate of the same Class to reflect an increase in the Class Principal
Amount thereof by the same amount.


 


(ii)         Regulation
S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial interest in the Regulation S Global Certificate
of a particular Class wishes at any time after the Distribution Compliance Period to transfer any of its beneficial interest in
such Regulation S Global Certificate to a U.S. Person which is a Qualified Institutional Buyer, such holder shall, subject to the
provisions of this Section 3.03, transfer its beneficial interest in such Regulation S Global Certificate for an equivalent interest
in a Rule 144A Global Certificate of the same Class. Upon (A) receipt by the Certificate Registrar and the Depositor of (1) an
Investor Representation Letter from such holder's transferee in the form of Exhibit E-3 hereto and (2) a Rule 144A Transfer Certificate
from such holder in the form of Exhibit E-1 hereto (as to which, in the case of the Book-Entry Certificates, the holder and such
holder’s transferee will be deemed to have made the representations and warranties contained therein) and (B) receipt by
the Certificate Registrar of a written order given in accordance with the Clearing Agency's Applicable Procedures, the Certificate
Registrar shall adjust the Clearing Agency’s position to reflect a reduction of the Class Principal Amount of the Regulation
S Global Certificate by the Class Principal Amount of the beneficial interest thereof to be so transferred and, concurrently with
such reduction, credit the Rule 144A Global Certificate of the same Class to reflect an increase in the Class Principal Amount
thereof by the same amount.


 




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(iii)        Transfers
of Interests in the Regulation S Global Certificate. Transfers of beneficial interests in the Regulation S Global Certificate
may only be made (A) in accordance with Section 3.03(c)(ii) above or (B) by book-entry transfer of beneficial interests in the
Regulation S Global Certificate within the Clearance System (and subject to the Applicable Procedures) to non-U.S. persons in accordance
with Regulation S in “offshore transactions” (as defined in Regulation S under the Securities Act). With respect to
clause (B) of this Section 3.03(c)(iii), the holder transferring such beneficial interest will be deemed to have made the representations
and warranties contained in the Regulation S Transfer Certificate attached as Exhibit E-2 hereto, and in the case of clause (A)
such holder’s transferee will be deemed to have made the representations and warranties contained in the Investor Representation
Letter attached as Exhibit E-3 hereto.


 


(iv)        Transfers
of Interests in the Rule 144A Global Certificate. Transfers of beneficial interest in the Rule 144A Global Certificate may
only be made (A) in accordance with Section 3.03(c)(i) above or (B) by book-entry transfer of beneficial interests in the Rule
144A Global Certificate within the Clearance System (and subject to the Applicable Procedures) to Qualified Institutional Buyers
in accordance with Rule 144A under the Securities Act. With respect to clause (B) of this Section 3.03(c)(iv), the holder transferring
such beneficial interest will be deemed to have made the representations and warranties contained in the Rule 144A Transfer Certificate
attached as Exhibit E-1 hereto, and such holder’s transferee will be deemed to have made the representations and warranties
contained in the Investor Representation Letter attached as Exhibit E-3 hereto.


 


(v)         Securities
Act. No transfer of any Certificate or any beneficial interest in any Certificate shall be made unless such transfer (a) is
made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable
securities laws of any state or other jurisdiction or (b) is exempt from such registration or qualification requirements, as evidence
by compliance with Sections 3.03(c)(i), (ii), (iii), or (iv), as applicable.


 


(vi)         Transfers
of the Class R and Class LT-R Certificates. With respect to the transfer and registration of a transfer of a Class R or Class
LT-R Certificate to a transferee that takes delivery in the form of a Definitive Certificate, the Certificate Registrar shall register
such transfer if the requested transfer is (A)(x) to the Depositor or its affiliate (as defined in Rule 405 under the Securities
Act) of the Depositor or (y) being made to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act
by a transferor that has provided the Certificate Registrar with a certificate in the form of Exhibit E-1 hereto and has furnished
to the Certificate Registrar a certificate of the transferee in the form of Exhibit E-3 hereto; (B) being made to an institutional
“accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or to any Person all of the equity
owners in which are such accredited investors and (C) otherwise in compliance with the additional requirements applicable to such
Certificates set forth in Section 3.03(f) below, by a transferor who furnishes to the Certificate Registrar a letter of the transferee
substantially in the form of Exhibit F hereto.


 


(d)          No
transfer of an ERISA-Restricted Certificate shall be made to any Person or shall be effective unless the Certificate Registrar,
on behalf of the Securities Administrator, has received (A) a Certificate substantially in the form of Exhibit G hereto (or Exhibit
B, in the case of a Residual Certificate) from such transferee or (B) in the case of an ERISA-Restricted Certificate that is not
a Residual Certificate, an Opinion of Counsel satisfactory to the Depositor, the Certificate Registrar and the Trustee, and upon
which the Certificate Registrar, the Trust, the Trustee, the Master Servicer, the Depositor and the Securities Administrator shall
be entitled to rely, to the effect that the purchase and holding of such a Certificate is permissible under applicable law, will
not constitute or result in any non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code and will not
subject the Certificate Registrar, the Trust, the Trustee, the Master Servicer, the Depositor or the Securities Administrator to
any obligation in addition to those undertaken in this Agreement. Each Transferee of an ERISA-Restricted Certificate or a Certificate
that is not an ERISA-Restricted Certificate but is not subject to an ERISA-Qualifying Underwriting that is a Book-Entry Certificate
shall be deemed to have made the representations set forth in Exhibit G. The preparation and delivery of the Certificate and opinions
referred to above shall not be an expense of the Trust Fund, the Certificate Registrar, the Trustee, the Master Servicer, the Depositor
or the Securities Administrator.


 




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Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance of the ERISA-Restricted Certificates. The Certificate
Registrar shall have no obligation to monitor transfers of Book-Entry Certificates that are ERISA-Restricted Certificates and shall
have no liability for transfers of such Certificates in violation of the transfer restrictions. The Certificate Registrar shall
be under no liability to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted
by this Section 3.03(d) and none of the Securities Administrator, the Trust, the Trustee or the Paying Agent shall have any liability
for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under
the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing
requirements. The Securities Administrator, on behalf of the Trustee, shall be entitled, but not obligated, to recover from any
Holder of any ERISA-Restricted Certificate that was in fact a Plan or a Person acting on behalf of, or an entity holding “plan
assets” of, a Plan any payments made on such ERISA-Restricted Certificate at and after either such time. Any such payments
so recovered by the Securities Administrator shall be paid and delivered by the Securities Administrator to the last preceding
Holder of such Certificate that is not such a Plan or Person acting on behalf of, or an entity holding “plan assets”
of, a Plan.


 


If any ERISA-Restricted
Certificate, or any interest therein, is acquired or held in violation of this Section 3.03(d), then upon receipt by the Certificate
Registrar of written notice that the registration of transfer of such ERISA-Restricted Certificate was not permitted by this Section
3.03(d), the next preceding permitted beneficial owner will be treated as the beneficial owner of that ERISA-Restricted Certificate,
retroactive to the date of transfer to the purported beneficial owner. If the requirements are not satisfied with respect to all
or a portion of the Certificates received in an exchange, such Certificates must be transferred to a person that is not a Plan.
Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Certificate, or interest therein, was effected
in violation of the provisions of shall indemnify to the extent permitted by law and hold harmless the Depositor, the Master Servicer,
the Custodian, the Servicers, the Servicing Administrator, the Securities Administrator, the Trustee, any subservicers, the Initial
Purchasers and the Trust, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.


 


(e)          As
a condition of the registration of transfer or exchange of any Certificate, the Certificate Registrar may require the certified
taxpayer identification number of the owner of the Certificate and the payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith; provided, however, that the Certificate Registrar shall have no obligation to require
such payment or to determine whether or not any such tax or charge may be applicable. No service charge shall be made to the Certificateholder
for any registration, transfer or exchange of a Certificate.


 




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(f)          Notwithstanding
anything to the contrary contained herein, no Residual Certificate may be owned, pledged or transferred, directly or indirectly,
by or to (i) a Disqualified Organization, (ii) a transferee that is not or will not continue to be treated for U.S. federal income
tax purposes as a C corporation within the meaning of the Code at all times that it holds the Residual Certificate or (iii) an
individual, corporation or partnership or other person unless such person is (A) not a Non-U.S. Person or (B) is a Non-U.S. Person
that holds a Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished
the transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or successor form at the time
and in the manner required by the Code (any such person who is not covered by clause (A) or (B) above is referred to herein as
a “Non-permitted Foreign Holder”).


 


Prior to and as a condition
of the registration of any transfer, sale or other disposition of a Residual Certificate, the proposed transferee shall deliver
to the Certificate Registrar, on behalf of the Trustee, an affidavit in substantially the form attached hereto as Exhibit B representing
and warranting, among other things, that such transferee is neither a Disqualified Organization, an agent or nominee acting on
behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder (any such transferee, a “Permitted Transferee”),
and the proposed transferor shall deliver to the Certificate Registrar an affidavit in substantially the form attached hereto as
Exhibit C. In addition, the Certificate Registrar may (but shall have no obligation to) require, prior to and as a condition of
any such transfer, the delivery by the proposed transferee of an Opinion of Counsel, addressed to the Certificate Registrar and
the Depositor, that such proposed transferee or, if the proposed transferee is an agent or nominee, the proposed beneficial owner,
is not a Disqualified Organization, agent or nominee thereof, or a Non-permitted Foreign Holder. Notwithstanding the registration
in the Certificate Register of any transfer, sale, or other disposition of a Residual Certificate to a Disqualified Organization,
an agent or nominee thereof, or Non-permitted Foreign Holder, such registration shall be deemed to be of no legal force or effect
whatsoever and such Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall not be deemed to
be a Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Residual
Certificate. The Depositor, the Certificate Registrar, the Trust, the Trustee, the Securities Administrator and the Paying Agent
shall be under no liability to any Person for any registration or transfer of a Residual Certificate to a Disqualified Organization,
agent or nominee thereof or Non-permitted Foreign Holder or for the Paying Agent making any payments due on such Residual Certificate
to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement, so long
as the transfer was effected in accordance with this Section 3.03(f), unless a Responsible Officer of the Certificate Registrar
shall have actual knowledge at the time of such transfer or the time of such payment or other action that the transferee is a Disqualified
Organization, or an agent or nominee thereof, or Non-permitted Foreign Holder. The Certificate Registrar shall be entitled, but
not obligated, to recover from any Holder of a Residual Certificate that was a Disqualified Organization, agent or nominee thereof,
or Non-permitted Foreign Holder at the time it became a Holder or any subsequent time it became a Disqualified Organization, agent
or nominee thereof, or Non-permitted Foreign Holder, all payments made on such Residual Certificate at and after either such times
(and all costs and expenses, including but not limited to attorneys’ fees, incurred in connection therewith). Any payment
(not including any such costs and expenses) so recovered by the Certificate Registrar shall be paid and delivered to the last preceding
Holder of such Residual Certificate.


 


If any purported transferee
shall become a registered Holder of a Residual Certificate in violation of the provisions of this Section 3.03(f), then upon receipt
by the Certificate Registrar of written notice that the registration of transfer of such Residual Certificate was not in fact permitted
by this Section 3.03(f), the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive
to the date of such registration of transfer of such Residual Certificate. The Depositor, the Certificate Registrar, the Securities
Administrator, the Trust, the Trustee and the Paying Agent shall be under no liability to any Person for any registration of transfer
of a Residual Certificate that is in fact not permitted by this Section 3.03(f), or for the Paying Agent making any payment due
on such Certificate to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions
of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of
this Section 3.03(f).


 




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The following legend
shall appear on all Residual Certificates:


 


ANY RESALE, TRANSFER
OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR
AND THE CERTIFICATE REGISTRAR, ON BEHALF OF THE TRUSTEE THAT SUCH TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION” WITHIN
THE MEANING OF SECTION 860E(e)(5) OF THE CODE AND WILL NOT BE A “DISQUALIFIED ORGANIZATION” AS OF THE DATE OF TRANSFER,
AND THAT THE TRANSFEREE IS NOT ACQUIRING THIS CERTIFICATE FOR THE ACCOUNT OF, OR AS AGENT (INCLUDING A BROKER, NOMINEE, OR OTHER
MIDDLEMAN) FOR, ANY PERSON OR ENTITY FROM WHICH IT HAS NOT RECEIVED A TRANSFER AFFIDAVIT SUBSTANTIALLY IN THE FORM OF THE TRANSFER
AFFIDAVIT PROVIDED BY SUCH TRANSFEREE. FOR THESE PURPOSES, A “DISQUALIFIED ORGANIZATION” MEANS THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF
ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL ENTITY), ANY COOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE
SERVICE TO PERSONS IN RURAL AREAS AS DESCRIBED IN CODE SECTION 1381(a)(2)(C), ANY “ELECTING LARGE PARTNERSHIP” WITHIN
THE MEANING OF SECTION 775 OF THE CODE, OR ANY ORGANIZATION (OTHER THAN A FARMERS’ COOPERATIVE DESCRIBED IN CODE SECTION
521) THAT IS EXEMPT FROM FEDERAL INCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED BUSINESS INCOME IMPOSED
BY CODE SECTION 511. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR
ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE
BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


 


(g)          Each
Holder or Certificate Owner of a Certificate (including any ERISA-Restricted Certificate or Residual Certificate) or an interest
therein, by such Holder’s or Owner’s acceptance thereof, shall be deemed for all purposes to have consented to the
provisions of this section.


 


Section 3.04         Cancellation
of Certificates.


 


Any Certificate surrendered
for registration of transfer or exchange shall be cancelled and retained in accordance with normal retention policies with respect
to cancelled certificates maintained by the Trustee or the Certificate Registrar.


 




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Section 3.05         Replacement
of Certificates.


 


If (i) any Certificate
is mutilated and is surrendered to the Certificate Registrar or (ii) the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and there is delivered to the Certificate Registrar and the Securities Administrator
such security or indemnity as may be required by them to save each of them harmless, then, in the absence of written notice to
the Certificate Registrar that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, the Trustee
shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount. Upon the issuance of any new Certificate
under this Section 3.05, the Depositor or the Certificate Registrar may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee, the Depositor, the Certificate Registrar or the Securities Administrator) connected therewith. Any replacement Certificate
issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


If after the delivery
of such new Certificate, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents
for payment such original Certificate, the Depositor, the Securities Administrator, the Certificate Registrar, the Paying Agent,
the Trust and the Trustee or any agent shall be entitled to recover such new Certificate from the Person to whom it was delivered
or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expenses incurred by the Depositor, the Securities Administrator, the Certificate
Registrar, the Paying Agent, the Trust, the Trustee or any agent in connection therewith.


 


Section 3.06         Persons
Deemed Owners.


 


Subject to the provisions
of Section 3.09 with respect to Book-Entry Certificates, the Depositor, the Securities Administrator, the Master Servicer, the
Trust, the Trustee, the Certificate Registrar, the Paying Agent and any agent of any of them shall treat the Person in whose name
any Certificate is registered upon the books of the Certificate Registrar as the owner of such Certificate for the purpose of receiving
distributions pursuant to Sections 5.01 and 5.02 and for all other purposes whatsoever, and none of the Depositor, the Securities
Administrator, the Master Servicer, the Trust, the Trustee, the Certificate Registrar, the Paying Agent or any agent of any of
them shall be affected by notice to the contrary.


 


Section 3.07         Temporary
Certificates.


 


(a)          Pending
the preparation of definitive Certificates, upon the order of the Depositor, the Trustee shall execute and the Authenticating Agent
shall authenticate and deliver temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive Certificates in lieu of which they are issued and
with such variations as the authorized officers executing such Certificates may determine, as evidenced by their execution of such
Certificates.


 




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(b)          If
temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay.
After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office or agency of the Certificate Registrar without charge to the Holder.
Upon surrender for cancellation of any one (1) or more temporary Certificates, the Trustee shall execute and the Authenticating
Agent shall authenticate and deliver in exchange therefor a like aggregate Certificate Principal Amount of definitive Certificates
of the same Class in the authorized denominations. Until so exchanged, the temporary Certificates shall in all respects be entitled
to the same benefits under this Agreement as definitive Certificates of the same Class.


 


Section 3.08         Appointment
of Paying Agent.


 


The Trustee may appoint
a Paying Agent (which may be the Trustee) for the purpose of making distributions to the Certificateholders hereunder. The Trustee
hereby appoints the Securities Administrator as the initial Paying Agent. The Trustee shall cause any Paying Agent, other than
the Securities Administrator or itself, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee and the Securities Administrator, and the Securities Administrator as initial Paying Agent hereby agrees with
the Trustee, that such Paying Agent shall hold all sums held by it for the payment to the Certificateholders in an Eligible Account
(which shall be the Distribution Account) in trust for the benefit of the Certificateholders entitled thereto until such sums shall
be paid to the Certificateholders. All funds remitted by the Securities Administrator to any such Paying Agent for the purpose
of making distributions shall be paid to the Certificateholders on each Distribution Date and any amounts not so paid shall be
returned on such Distribution Date to the Securities Administrator. If the Paying Agent is not the Securities Administrator, the
Securities Administrator shall cause to be remitted to the Paying Agent on or before the Business Day prior to each Distribution
Date, by wire transfer in immediately available funds, the funds to be distributed on such Distribution Date. Any Paying Agent
shall be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers.


 


Section 3.09         Book-Entry
Certificates.


 


(a)          Each
Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one (1) or more typewritten Certificates
representing the Book-Entry Certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register
in the name of the nominee of the Clearing Agency, and no Certificate Owner will receive a Definitive Certificate representing
such Certificate Owner’s interest in the Book-Entry Certificates, except as provided in Section 3.09(c). Unless Definitive
Certificates have been issued to Certificate Owners of Book-Entry Certificates pursuant to Section 3.09(c):


 


(i)          the
provisions of this Section 3.09 shall be in full force and effect;


 


(ii)         the
Certificate Registrar, the Securities Administrator and the Paying Agent shall deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates) as the authorized representatives of the Certificate Owners and the
Clearing Agency and shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled
thereto, in accordance with the Clearing Agency’s normal procedures;


 


(iii)        to
the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this
Section 3.09 shall control; and


 




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(iv)        the
rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall
be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing
Agency Participants. Unless and until Definitive Certificates are issued pursuant to Section 3.09(c), the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and
interest on the Book-Entry Certificates to such Clearing Agency Participants.


 


(b)          Whenever
notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates
shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Securities Administrator shall give all such notices
and communications specified herein to be given to Holders of the Book-Entry Certificates to the Clearing Agency.


 


(c)          If
(i) (A) the Clearing Agency or the Depositor advises the Securities Administrator in writing that the Clearing Agency is no longer
willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is
unable to locate a qualified successor satisfactory to the Depositor and the Securities Administrator or (ii) after the occurrence
of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Certificate Principal
Amount of a Class of Book-Entry Certificates advise the Securities Administrator and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests
of the Certificate Owners of a Class of Book-Entry Certificates (each such event, a “Book-Entry Termination”), the
Certificate Registrar shall notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency,
of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners. Upon surrender to
the Certificate Registrar of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from
the Clearing Agency for registration, the Certificate Registrar shall issue the Definitive Certificates. None of the Depositor,
the Certificate Registrar, the Securities Administrator, the Paying Agent, the Trust or the Trustee shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency
shall be deemed to be imposed upon and performed by the Certificate Registrar, to the extent applicable, with respect to such Definitive
Certificates and the Certificate Registrar shall recognize the holders of the Definitive Certificates as Certificateholders hereunder.


 


Section 3.10         Exchangeable
Certificates.


 


(a)          The
Initial Exchangeable Certificates and Exchangeable Certificates authorized by this Agreement shall consist of the Initial Exchangeable
Certificates and Exchangeable Certificates having the characteristics specified or determined as described herein, and otherwise
shall be subject to the terms and provisions set forth herein.


 


(b)          The
Initial Exchangeable Certificates and Exchangeable Certificates, as applicable, shall be exchangeable on the books of the Clearing
Agency for the Initial Exchangeable Certificates and Exchangeable Certificates, as applicable, in the combinations specified on
Exhibit J, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit K hereto
and in accordance with the procedures specified hereunder.


 


On each Distribution
Date, the Securities Administrator shall increase or reduce the Certificate Principal Amounts and Notional Amounts of the Initial
Exchangeable Certificates and the Exchangeable Certificates in accordance with the payment priorities set forth in Section 5.02
and allocation of Realized Losses and Certificate Writedown Amounts as set forth in Section 5.03 based on the then outstanding
Certificate Principal Amounts of such Classes.


 




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There shall be no limitation
on the number of exchanges authorized pursuant to this Section 3.10, and, except as provided in the third following paragraph,
no fee or other charge shall be payable to the Securities Administrator or the Clearing Agency in connection therewith. The maximum
Certificate Principal Amount and Notional Amount of the Initial Exchangeable Certificates and the Exchangeable Certificates shall
be as described in the Preliminary Statement to this Agreement.


 


In order to effect
an exchange of Certificates, the Certificateholder shall notify the Securities Administrator by email at “ctsspgexchanges@wellsfargo.com”
no later than three (3) Business Days prior to the proposed Exchange Date. A notice becomes irrevocable on the second (2nd)
Business Day before the proposed Exchange Date. The “Exchange Date” can be any Business Day other than the first or
last Business Day of the month and the related Record Date, subject to the Securities Administrator's approval. The notice must
be on the Certificateholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP
number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be
received; (ii) the outstanding Certificate Principal Amounts and, if applicable, Notional Amounts of the Certificates to be exchanged;
(iii) the Clearing Agency’s participant numbers to be debited and credited; (iv) the proposed Exchange Date; and (v) the
Certificateholder’s email address. After receiving the notice, the Securities Administrator shall e-mail to the Certificateholder
wire payment instructions relating to the Exchange Fee. The Certificateholder will utilize the Deposit and Withdrawal at Custodian
System at the Clearing Agency to exchange the Certificates.


 


The Initial Exchangeable
Certificate and Exchangeable Certificates to be exchanged must be in the correct Certificate Principal Amounts and Notional Amounts,
as applicable, set forth on Exhibit J. The Securities Administrator shall verify the proposed Certificate Principal Amounts
and Notional Amounts to ensure that the principal and interest entitlements of the Certificates received equal the entitlements
of the Certificates surrendered. If there is an error, the exchange will not occur until such error is corrected. Unless rejected
for error, the notice of exchange will become irrevocable on the second (2nd) Business Day before the proposed Exchange
Date.


 


The preparation of
all Certificates referred to in this Section 3.10 in connection with an exchange shall be at the expense of the parties thereto.
For each exchange, the Certificateholder of the related Certificate shall pay to the Securities Administrator in connection with
each exchange a fee (the “Exchange Fee”) equal to $5,000. Such Exchange Fee must be received by the Securities Administrator
prior to the Exchange Date or such exchange shall not be effected. The Certificateholder wishing to effect such exchange must pay
any other expenses related to such exchange, including but not limited to any fees charged by the Clearing Agency.


 


The Securities Administrator
shall make the first distribution on an Initial Exchangeable Certificate or an Exchangeable Certificate received in an exchange
transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related to
such Distribution Date.


 




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Section 3.11         Tax
Status and Reporting of Exchangeable Certificates.


 


(a)          It
is intended that the Exchangeable Subtrust be classified for federal income tax purposes as a grantor trust under subpart E, part
I of subchapter J, chapter 1 of subtitle A of the Code, and the powers granted and obligations undertaken in this Agreement shall
be construed so as to further such intent. Under no circumstances shall the Trust, the Trustee, the Master Servicer, the Depositor
or the Securities Administrator have the power to vary the investments of the Holders of Initial Exchangeable Certificates or Exchangeable
Certificates in their related assets of the Exchangeable Subtrust in order to take advantage of variations in the market to improve
their rate of return. The Initial Exchangeable Certificates and the Exchangeable Certificates represent undivided beneficial ownership
of a proportionate interest in the Uncertificated Upper-Tier Interests identified as related to such Certificates in the Preliminary
Statement.


 


(b)          The
Securities Administrator shall prepare and file, and the Trustee is hereby directed to sign, all of the tax returns that it determines
are required with respect to the Exchangeable Subtrust. The Trustee and the Trust shall, however, be entitled to conclusively rely
on such tax returns and shall have no duty to review or monitor any tax returns prepared by the Securities Administrator. The expenses
of preparing such returns shall be borne by the Securities Administrator without any right of reimbursement therefor. The Trustee
and the Master Servicer shall promptly provide the Securities Administrator with such information as the Securities Administrator
may from time to time request for the purpose of enabling the Securities Administrator to prepare such tax returns.


 


(c)          Each
beneficial owner of an Initial Exchangeable Certificate or an Exchangeable Certificate shall be deemed to have instructed the Trustee
to deposit the Uncertificated Upper-Tier Interests into the Exchangeable Subtrust and to have agreed, by acceptance of any rights
in the Certificates, to treat the Initial Exchangeable Certificates and the Exchangeable Certificates as interests in a grantor
trust that owns regular interests in a REMIC for all income tax purposes unless and until otherwise required by an applicable taxing
authority. The Securities Administrator shall establish and maintain the Exchangeable Subtrust Account as a subaccount of the Distribution
Account. On each Distribution Date, the Securities Administrator on behalf of the Trustee (or the Paying Agent appointed by the
Trustee) shall deposit into the Exchangeable Subtrust Account all amounts deemed distributed with respect to Uncertificated Upper-Tier
Interests pursuant to the Preliminary Statement and Section 5.07 hereof.         


 


(d)          The
Exchangeable Subtrust shall be treated as a WHFIT that is a WHMT. The Securities Administrator will report as required under the
WHFIT Regulations to the extent such information as is reasonably necessary to enable the Securities Administrator to do so is
provided to the Securities Administrator on a timely basis. The “middlemen” as defined by the WHFIT Regulations shall
be Cede & Co., the nominee of the Clearing Agency. The Securities Administrator will not be liable for any tax reporting penalties
that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of the Grantor Trust
as a WHFIT or failing to identify whether or not the Exchangeable Subtrust is a WHFIT.


 


(e)          The
Securities Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except
to the extent the WHFIT Regulations specifically require a different method. The Securities Administrator shall be under no obligation
to determine whether any Certificateholder uses the cash or accrual method. The Securities Administrator, upon written request,
will make available WHFIT information to Certificateholders annually. In addition, the Securities Administrator will not be responsible
or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the
Certificateholder.


 




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(f)          The
Securities Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations or for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Securities
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Securities Administrator. Each owner
of a Class of Certificates representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of
its interest in such Class of Certificates, shall be deemed to have agreed to provide the Securities Administrator at its applicable
Corporate Trust Office with information regarding any sale of such Certificates, including the price, amount of proceeds and date
of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Securities Administrator will
assume there is no secondary market trading of WHFIT interests.


 


(g)          To
the extent required by the WHFIT Regulations, the Securities Administrator will use reasonable efforts to publish on an appropriate
website the CUSIPs for the Certificates that represent ownership of an interest in a WHFIT. The Securities Administrator will make
reasonable good faith efforts to keep the website accurate and updated to the extent CUSIP have been received. The Securities Administrator
will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


(h)          The
Securities Administrator shall perform on behalf of the Exchangeable Subtrust all reporting and other tax compliance duties that
are required in respect thereof under the Code or other compliance guidance issued by the Internal Revenue Service or any state
or local taxing authority.


 


(i)          The
Securities Administrator shall perform its duties hereunder so as to maintain the status of the Exchangeable Subtrust as a grantor
trust. The Securities Administrator shall not knowingly take (or cause any Exchangeable Subtrust to take) any action or fail to
take (or fail to cause to be taken) any action that, if taken or not taken, as the case may be, could result in an Adverse Grantor
Trust Event, unless the Securities Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting
such action or at the expense of the Trust if the Securities Administrator seeks to take such action or to refrain from taking
any action for the benefit of the Trust) to the effect that the contemplated action will not result in an Adverse Grantor Trust
Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder)
as to which the Securities Administrator has advised it in writing that the Securities Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. The Securities
Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to
take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust or the Securities Administrator.


 


Article
IV


 


ADMINISTRATION OF THE TRUST FUND


 


Section 4.01         Custodial
Accounts; Distribution Account; Withholding.


 


(a)          On
or prior to the Closing Date, the applicable Servicer will be required to establish and maintain one or more Custodial Accounts,
as provided in the applicable Servicing Agreement, into which all Scheduled Payments and unscheduled payments with respect to the
Mortgage Loans, net of any deductions or reimbursements permitted under this Agreement and the applicable Servicing Agreement,
shall be deposited. On each Servicer Remittance Date, each Servicer will remit to the Securities Administrator, for deposit into
the Distribution Account, all amounts so required to be deposited into such account in accordance with the terms of this Agreement
and the applicable Servicing Agreement.


 




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(b)          The
Securities Administrator, as Paying Agent for the Trustee, shall establish and maintain an Eligible Account entitled “Distribution
Account of Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as Trustee for the benefit of Holders of Oaks Mortgage
Trust Series 2015-2 Mortgage Pass-Through Certificates.” The Securities Administrator shall hold the Distribution Account
and all money and other property therein in trust for the benefit of the Certificateholders. The Securities Administrator shall,
promptly upon receipt from the Servicers on each Servicer Remittance Date, deposit into the Distribution Account and retain on
deposit until the related Distribution Date the following amounts:


 


(i)          the
aggregate of collections with respect to the Mortgage Loans remitted by each Servicer from the applicable Custodial Account to
the Securities Administrator in accordance with the applicable Servicing Agreement;


 


(ii)         any
amounts required to be deposited by the Master Servicer with respect to the Mortgage Loans for the related Due Period pursuant
to this Agreement, including the amount of any Advances or Master Servicer Compensating Interest Payments with respect to the Mortgage
Loans not paid by the applicable Servicer or the Servicing Administrator; and


 


(iii)        any
other amounts so required to be deposited in the Distribution Account in the related Due Period pursuant to this Agreement.


 


The Distribution Account
(including income, if any, earned on the investment of funds in such account) will be owned by the Lower-Tier REMIC for federal
income tax purposes.


 


(c)          In
the event the Master Servicer or a Servicer has remitted in error to the Distribution Account any amount not required to be remitted
in accordance with the definition of the Available Distribution Amount, it may at any time direct the Securities Administrator
to withdraw such amount from the Distribution Account for repayment to the Master Servicer or such Servicer, as applicable, by
delivery of an Officer’s Certificate to the Securities Administrator and the Trustee which describes the amount deposited
in error.


 


(d)          On
each Distribution Date and the final Distribution Date of the Certificates in accordance with Section 7.01, the Securities Administrator,
as Paying Agent, shall distribute the Available Distribution Amount to the Certificateholders and any other parties entitled thereto
in the amounts and priorities set forth in Section 5.02. The Securities Administrator may, with the consent of the Depositor, from
time to time withdraw from the Distribution Account and pay to itself, the Master Servicer, the Trustee or the Custodian any amounts
permitted to be paid or reimbursed to such Person from funds in the Distribution Account that are Extraordinary Trust Expenses.


 


(e)          Funds
in the Distribution Account for the period from each Servicer Remittance Date to the related Distribution Date shall, if invested,
be invested in Eligible Investments selected by the Securities Administrator, which shall mature not later than the Distribution
Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall
be made in the name of the Trustee for the benefit of the Certificateholders. All income and gain realized from any Eligible Investment
in the Distribution Account shall be compensation to the Securities Administrator. The Securities Administrator shall deposit the
amount of any losses incurred in respect of any such investments out of its own funds, without any right of reimbursement therefor,
immediately as realized. For the avoidance of doubt, the Lower-Tier REMIC shall report all items of income, gain, loss, deduction,
credit and any other items attributable to the Distribution Account for federal income tax purposes.


 




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(f)          Promptly
following the receipt of an employer identification number for the Lower-Tier REMIC from the Securities Administrator pursuant
to Section 6.20(b), the Depositor shall prepare and provide to the Securities Administrator, and the Trustee shall sign as instructed
by the Depositor, (i) an IRS Form W-9 on behalf of the Lower-Tier REMIC, and (ii) any additional IRS forms (or updated versions
of any previously submitted IRS forms) or other documentation upon the reasonable request of the Securities Administrator as may
be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes on the Lower-Tier REMIC and (b) to permit the
Securities Administrator to fulfill its tax reporting obligations under applicable law with respect to the Distribution Account
or any amounts paid to the Trust. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in
any respect, the Depositor shall timely provide to the Securities Administrator, and the Trustee shall sign as instructed by the
Depositor, accurately updated and complete versions of such IRS forms or other documentation. In connection with the foregoing,
the Trustee shall be entitled to conclusively rely on such tax forms and shall have no duty to prepare, review, file or monitor
such tax forms prepared by the Depositor. The Securities Administrator, both in its individual capacity and in its capacity as
Securities Administrator, shall have no liability to the Trust or any other person in connection with any tax withholding amounts
paid or withheld from the Distribution Account pursuant to applicable law arising from the Depositor’s failure to timely
provide an accurate, correct and complete IRS Form W-9 or such other documentation contemplated under this paragraph.


 


Section 4.02         Reports
to Trustee and Certificateholders.


 


On each Distribution
Date, the Securities Administrator shall have prepared and shall make available to the Trustee, the Depositor and each Certificateholder
a written report setting forth the following information (on the basis of Mortgage Loan level information obtained from the Master
Servicer and the applicable Servicer) (the “Distribution Date Statement”):


 


(a)          the
amount of the distributions, separately identified, with respect to each Class of Certificates;


 


(b)          the
amount of the distributions set forth in clause (a) allocable to principal, separately identifying the aggregate amount of any
Principal Prepayments or other unscheduled recoveries of principal included in that amount;


 


(c)          the
amount of the distributions set forth in clause (a) allocable to interest;


 


(d)          the
amount of any unpaid Interest Distribution Shortfall, Net Prepayment Interest Shortfalls and any shortfalls from interest rate
reductions related to the Civil Relief Act with respect to each Class of Certificates;


 


(e)          the
Certificate Principal Amount of each Class of Certificates (other than the Interest-Only Certificates) and the Notional Amount
of each Class of Interest-Only Certificates, in each case after giving effect to the distribution of principal on that Distribution
Date;


 


(f)          the
aggregate Stated Principal Balance of the Mortgage Loans at the beginning and at the end of the related Prepayment Period, the
mortgage interest rates (in incremental ranges) and the weighted average remaining term of the Mortgage Loans;


 




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(g)          the
aggregate Repurchase Price deposited into the Distribution Account with respect to the Mortgage Loans, which information may be
presented in a footnote;


 


(h)          the
Senior Percentage and the Subordinate Percentage for the following Distribution Date;


 


(i)          the
Senior Prepayment Percentage and the Subordinate Prepayment Percentage for the following Distribution Date;


 


(j)          the
amount of the Master Servicing Fee, Servicing Administrator Fee, Trustee Fee, the Cenlar Servicing Fee, the PHH Servicing Fee,
the SPS Servicing Fee and the Shellpoint Servicing Fee paid to or retained by the Master Servicer, the Servicing Administrator,
the Trustee, Cenlar, PHH, SPS and Shellpoint, respectively, and the amount of any fees paid to the Custodian;


 


(k)          the
aggregate amount of Advances for the related Due Period;


 


(l)          the
number and Stated Principal Balance of the Mortgage Loans that were (A) delinquent (exclusive of Mortgage Loans in foreclosure)
(1) thirty (30) to fifty-nine (59) days, (2) sixty (60) to eighty-nine (89) days and (3) ninety (90) or more days, in each case
using the MBA method, (B) in foreclosure and delinquent and (C) in bankruptcy as of the close of business on the last day of the
calendar month preceding that Distribution Date;


 


(m)          the
amount of cash flow received for such Distribution Date, and the sources thereof (e.g., principal, interest, liquidation proceeds
or REO disposition proceeds);


 


(n)          for
any Mortgage Loan as to which the related Mortgaged Property was an REO Property during the preceding calendar month, the principal
balance of such Mortgage Loan as of the close of business on the last day of the related Due Period;


 


(o)          the
aggregate number and principal balance of any REO Properties as of the close of business on the last day of the preceding Due Period;


 


(p)          the
amount of Realized Losses incurred during the preceding calendar month;


 


(q)          the
cumulative amount of Realized Losses incurred since the Closing Date;


 


(r)          the
Realized Losses, if any, allocated to each Class of Certificates on that Distribution Date;


 


(s)          the
Certificate Interest Rate for each Class of Certificates and the Net WAC Rate for that Distribution Date;


 


(t)          any
Servicing Modifications with respect to any Mortgage Loan during the related Due Period;


 


(u)          the
applicable Record Date and Accrual Period for each Class of Certificates and such Distribution Date;


 


(v)         the
amount on deposit in the Distribution Account as of such Distribution Date (after giving effect to distributions on such date)
and as of the prior Distribution Date;


 




    	 	- 73 -	 



     


    

 


(w)          the
nature of any Material Breach of a representation and warranty relating to the characteristics of the Mortgage Loans or any transaction
covenants;


 


(x)          the
amount of (i) Advances and Servicing Advances made by the Servicers, the Servicing Administrator and the Master Servicer, either
in its capacity as Master Servicer with respect to any Advances made prior to the Master Servicer becoming the successor servicer
or in its capacity as successor servicer with respect to Advances and Servicing Advances, and (ii) Advances and Servicing Advances
reimbursed during the related Due Period;


 


(y)          the
amount of any Subsequent Recoveries;


 


(z)          the
amount, if any, of Extraordinary Trust Expenses (a) as of the related Distribution Date that have been paid from the Trust, (b)
cumulatively since the Closing Date that have been paid from the Trust and (c) will be carried over to the next year due the limitation
contained in clause (D) of the definition of Available Distribution Amount;


 


(aa)         the
amounts of any compensating interest paid by the Servicing Administrator and the Master Servicer for such Distribution Date;


 


(bb)         whether
the Step-Down Test has been satisfied for such Distribution Date;


 


(cc)         the
status and outcome of the Mortgage Loan review conducted by the Independent Evaluator;


 


(dd)         the
aggregate number and principal balance of any repurchased Mortgage Loans and the aggregate amount of indemnity payments made by
the Sponsor with respect to a Defective Mortgage Loan, in each case, during the preceding Due Period, and cumulatively as of the
close of business on the last day of the preceding Due Period;


 


(ee)         the
aggregate Certificate Principal Amounts of each Class of Initial Exchangeable Certificates and Exchangeable Certificates, immediately
preceding such Distribution Date; and


 


(ff)         the
Certificate Principal Amount and Class factor of each Class of Certificates and the Notional Amount for the Interest-Only Certificates
prior to and after giving effect to distributions on such Distribution Date.


 


In addition, the Securities
Administrator shall provide a supplemental report on each Distribution Date containing any communication received by it in accordance
with Section 3.02(b) since the preceding Distribution Date.


 


On each Distribution
Date, the Securities Administrator shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors
for each Class of Certificates as of such Distribution Date, using a format and media mutually acceptable to the Securities Administrator
and Bloomberg.


 


The Securities Administrator
shall make such reports and such other loan level information as the Depositor and the Securities Administrator shall agree available
each month via the Securities Administrator’s website at http://www.ctslink.com. Assistance in using the website may be obtained
by calling the Securities Administrator’s customer service desk at 1-866-846-4526. Certificateholders and other parties that
are unable to use the website are entitled to have a paper copy mailed to them via first class mail by contacting the Securities
Administrator and indicating such. In preparing or furnishing the foregoing information to the Certificateholders, the Securities
Administrator shall be entitled to rely conclusively on the accuracy of the information or data regarding the Mortgage Loans and
the related REO Properties that has been provided to the Securities Administrator by the Master Servicer and the Servicers, and
the Securities Administrator shall not be obligated to verify, recompute, reconcile or recalculate any such information or data.


 




    	 	- 74 -	 



     


    

 


Within a reasonable
period of time after the end of each calendar year, the Securities Administrator shall cause to be furnished to each Person who
at any time during the calendar year was a Certificateholder, a statement containing information necessary to enable certificateholders
to prepare their tax returns. Such obligation of the Securities Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Securities Administrator pursuant to any requirements of the
Code as from time to time in effect.


 


Upon the reasonable
advance written request of any Certificateholder that is a savings and loan, bank or insurance company (which request, if received
by the Securities Administrator, shall be promptly forwarded to the Trustee), the Trustee shall provide, or cause to be provided
(or, to the extent that such information or documentation is not required to be provided by the Servicers under this Agreement
and the applicable Servicing Agreement, shall use reasonable efforts to obtain such information and documentation from the applicable
Servicer, and provide) to such Certificateholders such reports and access to information and documentation regarding the Mortgage
Loans as such Certificateholders may reasonably deem necessary to comply with applicable regulations of the Office of Thrift Supervision
or its successor or other regulatory authorities with respect to an investment in the Certificates; provided, however, that
(i) such Certificateholders shall pay in advance for the Trustee’s actual expenses incurred in providing such reports and
access and such expenses shall not be paid by the Trust Fund and (ii) the Trustee shall provide such information and documentation
only to the extent that the Trustee has obtained such information and would not be in violation of any applicable privacy laws.


 


The Trustee shall provide
a copy of the Final Certification it receives from the Custodian pursuant to Section 7 of the Custodial Agreement to the Securities
Administrator. The Securities Administrator is hereby directed to provide a copy (which may be in electronic form) of such Final
Certification to any Certificateholder upon such party's request therefor.


 


Section 4.03         Rule
17g-5 Compliance.


 


(a)          The
Rule 17g-5 Information Provider shall, upon receipt of an NRSRO Certification in the form of Exhibit I, make available on its Rule
17g-5 Website solely to the Depositor, each Rating Agency and to any NRSRO the following items, but only to the extent such items
are delivered to it by electronic mail (in a format suitable for posting to the Rule 17g-5 Website) to rmbs17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “Oaks Mortgage Trust Series 2015-2” and an identification of the type of information
being provided in the body of such notice, or any other delivery method established or approved by the Rule 17g-5 Information Provider
if or as may be necessary or beneficial:


 


(i)          any
Rating Agency Information provided to the Rule 17g-5 Information Provider in accordance with Sections 2.02, 6.06, 6.07, 6.14, 9.01,
11.03 and 11.12 of this Agreement, as well as reports prepared in accordance with Sections 9.11, 9.12 and 9.13 (provided that the
Rule 17g-5 Information Provider shall not be required to post to its Rule 17g-5 Website any such information previously posted
to and available on the Securities Administrator’s website);


 




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(ii)         any
notice of any amendment to the Exchange Act that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to
this Agreement; and


 


(iii)        a
summary of any oral conversation with a Rating Agency regarding any Mortgage Loan, any Mortgaged Property or any REO Property,
to the extent required to be provided pursuant to Exchange Act Rule 17g-5.


 


The foregoing information
shall be made available by the Rule 17g-5 Information Provider on its Rule 17g-5 Website. Such information shall be posted to the
Rule 17g-5 Website on the same Business Day as it is received, provided that such information is received by 12:00 p.m. (eastern
time) or, if received after 12:00 p.m., on the next Business Day. The Rule 17g-5 Information Provider shall have no obligation
or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the
requirements of this Agreement, or otherwise is or is not anything other than what it purports to be. The Rule 17g-5 Information
Provider shall not be deemed to have obtained actual knowledge of any information by virtue of the receipt and posting of such
information to the Rule 17g-5 Website. Further, notwithstanding anything to the contrary herein, in the event the Depositor determines
that any information previously posted to the Rule 17g-5 Website should not have been posted thereto pursuant to the terms of this
Agreement, the Depositor shall direct the Rule 17g-5 Information Provider in writing to remove such information from the Rule 17g-5
Website, such written notice to specify the information to be so removed. The Rule 17g-5 Information Provider (i) shall have no
obligation or duty to verify, confirm or otherwise determine the accuracy of the information contained in such written direction,
(ii) shall be entitled to rely fully upon such written direction and (iii) shall not be held liable in connection with removing
any such information from the Rule 17g-5 Website upon the receipt of such written direction.


 


The Rule 17g-5 Information
Provider shall provide a mechanism to notify any party that has submitted an NRSRO Certification each time the Rule 17g-5 Information
Provider posts an additional document to the Rule 17g-5 Website.


 


In connection with
providing access to the Rule 17g-5 Website, the Rule 17g-5 Information Provider may require registration and the acceptance of
a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the
terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made
available, has no obligation to review such information, and assumes no responsibility for such information. The Rule 17g-5 Information
Provider shall not be liable for its failure to make any information available to each Rating Agency or NRSROs unless such information
was delivered to the Rule 17g-5 Information Provider at the email address specified in writing to the Depositor, with a subject
heading of “ Oaks Mortgage Trust Series 2015-2” and sufficient detail to indicate that such information is required
to be posted on the Rule 17g-5 Website.


 


If any NRSRO that has
previously submitted an NRSRO Certification and whose NRSRO Certification has been accepted, notifies the Rule 17g-5 Information
Provider that it is unable to access information posted to the Rule 17g-5 Website and such access issue is determined to be the
result of a problem with the Rule 17g-5 Website, if such access issue is not resolved within one Business Day of such determination,
the Rule 17g-5 Information Provider shall so notify the Depositor.


 


(b)          Each
of the Master Servicer and the Trustee hereby agrees that, except as otherwise expressly permitted herein, it shall not communicate
with (including verbally) or provide information to a Rating Agency without the prior consent of and consultation with the Depositor,
and that any permitted communication by it to a Rating Agency will be made by it only in the manner prescribed by the procedures
established by the Depositor to ensure compliance with Exchange Act Rule 17g-5, including to the extent set forth herein, providing
any such communications to the Depositor for posting on the Rule 17g-5 Website pursuant to this Section 4.03 prior to communicating
with such Rating Agency.


 




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Section 4.04         Rule
15Ga-1 Compliance.


 


(a)          To
the extent a Responsible Officer of the Master Servicer or the Securities Administrator receives a demand for the repurchase or
substitution of a Mortgage Loan based on a breach of a representation or warranty made by the Sponsor (a “Demand”),
the Master Servicer and the Securities Administrator agrees (i) if such Demand is in writing, promptly to forward such Demand to
the Trustee, and (ii) if such Demand is oral, to instruct the requesting party to submit such Demand in writing to the Trustee.
To the extent a Responsible Officer of the Trustee receives a Demand, it shall provide the Depositor with prompt written notice
of such Demand.


 


(b)          In
connection with the repurchase or substitution of a Mortgage Loan pursuant to a Demand, any dispute with respect to a Demand, or
the withdrawal or final rejection of a Demand (i) the Master Servicer agrees, to the extent a Responsible Officer of the Master
Servicer has actual knowledge thereof, promptly to notify the Trustee in writing, and (ii) the Trustee agrees, to the extent a
Responsible Officer of the Trustee has actual knowledge thereof, promptly to notify the Depositor in writing.


 


(c)          To
the extent in its possession, the Trustee shall provide the Depositor with any applicable information required under Rule 15Ga-1
of the Exchange Act (the “Rule 15Ga-1 Information”) in a timely manner so as to enable the Depositor to meet its reporting
obligations under Rule 15Ga-1. The Depositor shall be entitled conclusively to rely on the Rule 15Ga-1 Information provided to
it by the Trustee in connection with the compilation by the Depositor of the Rule 15Ga-1 Information required to be reported on
Form ABS-15G. For the avoidance of doubt, the Depositor shall have sole responsibility for compiling the Rule 15Ga-1 Information
required to be reported on Form ABS-15G.


 


Section 4.05         Calculations
Respecting Mortgage Loans.


 


Calculations required
to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information
as to the terms of each Mortgage Loan and reports by the applicable Servicer of payments received by such Servicer from the Mortgagor
on such Mortgage Loan and payments to be made to the Securities Administrator as supplied to the Securities Administrator by the
Master Servicer. Neither the Trustee nor the Securities Administrator shall be required to recompute, verify or recalculate the
information supplied to it by the Master Servicer or the Servicers.


 




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Article
V


 


DISTRIBUTIONS TO HOLDERS OF CERTIFICATES


 


Section 5.01         Distributions
Generally.


 


(a)          Subject
to Section 7.01 respecting the final distribution on the Certificates, on each Distribution Date the Paying Agent on behalf of
the Trustee shall make distributions to holders of Certificates as of the related Record Date in accordance with this Article V.
Such distributions shall be made by wire transfer in immediately available funds to an account specified in the request and at
the expense of each Certificateholder or, upon request made to the Securities Administrator at least five (5) Business Days prior
to the related Record Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register
of the Certificate Registrar; provided, however, that the final distribution in respect of any Certificate shall be made
only upon presentation and surrender of such Certificate at the Certificate Registrar’s Corporate Trust Office; provided,
further, that the foregoing provisions shall not apply to any Class of Certificates as long as such Certificate remains a Book-Entry
Certificate in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Wire
transfers will be made at the expense of the Holder requesting such wire transfer by deducting a wire transfer fee from the related
distribution. Notwithstanding such final payment of principal of any of the Certificates, each Certificate will remain outstanding
until the termination of each REMIC and the payment in full of all other amounts due with respect to the Certificates and at such
time such final payment in retirement of any Certificate will be made only upon presentation and surrender of such Certificate
at the Certificate Registrar’s Corporate Trust Office. If any payment required to be made on the Certificates is to be made
on a day that is not a Business Day, then such payment will be made on the next succeeding Business Day.


 


(b)          All
distributions or allocations made with respect to the Certificateholders within each Class on each Distribution Date shall be allocated
among the outstanding Certificates in such Class equally in proportion to their respective initial Certificate Principal Amounts
or initial Notional Amounts (or Percentage Interests).


 


Section 5.02         Distributions
From the Distribution Account.


 


(a)          On
each Distribution Date, to the extent received by the Securities Administrator, the Available Distribution Amount for such date
will be applied to distributions on the Certificates in the following order of priority:


 


(1)         to
the Class A-6, Class A-9, Class A-11, Class A-X-1, Class A-X-5, Class A-X-6 and Class A-X-7 Certificates, pro rata, based on their
respective Interest Distribution Amounts, each such Class’ Interest Distribution Amount and any accrued but unpaid Interest
Distribution Shortfalls;


 


(2)         from
the Available Distribution Amount remaining after application of priority (1) above, the Senior Principal Distribution Amount will
be distributed, concurrently, on a pro rata basis, based upon the applicable Certificate Principal Amount of the related Certificates:


 


(i)          to
the Class A-9 and Class A-11 Certificates in the aggregate, and to the Class A-6 Certificates, concurrently, on a pro rata basis
based upon the applicable Certificate Principal Amount for each such Class:


 


(A)         sequentially,
to the Class A-9 and Class A-11 Certificates, in that order, an amount up to the Senior Principal Distribution Amount, multiplied
by a fraction, the numerator of which is equal to the aggregate Certificate Principal Amount of the Class A-9 and Class A-11 Certificates
immediately prior to such Distribution Date, and the denominator of which is equal to the aggregate Certificate Principal Amount
of the Class A-6, Class A-9 and Class A-11 Certificates immediately prior to such Distribution Date, in each case until the Certificate
Principal Amount of each such Class has been reduced to zero; and


 




    	 	- 78 -	 



     


    

 


(B)         to
the Class A-6 Certificates, an amount up to the Senior Principal Distribution Amount, multiplied by a fraction, the numerator of
which is equal to the Certificate Principal Amount of the Class A-6 Certificates immediately prior to such Distribution Date, and
the denominator of which is equal to the aggregate Certificate Principal Amount of the Class A-6, Class A-9 and Class A-11 Certificates
immediately prior to such Distribution Date, until the Certificate Principal Amount of such Class has been reduced to zero;


 


(3)         from
the Available Distribution Amount remaining after application of priorities (1) and (2) above, in the following order of priority:


 


(i)          to
the Class B-1 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Distribution
Shortfalls for such date and Class;


 


(ii)         to
the Class B-1 Certificates, the aggregate Subordinate Principal Distribution Amount payable to such Class for such date, until
its Certificate Principal Amount has been reduced to zero;


 


(iii)        to
the Class B-2 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Distribution
Shortfalls for such date and Class;


 


(iv)        to
the Class B-2 Certificates, the aggregate Subordinate Principal Distribution Amount payable to such Class for such date, until
its Certificate Principal Amount has been reduced to zero;


 


(v)         to
the Class B-3 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Distribution
Shortfalls for such date and Class;


 


(vi)        to
the Class B-3 Certificates, the aggregate Subordinate Principal Distribution Amount payable to such Class for such date, until
its Certificate Principal Amount has been reduced to zero;


 


(vii)       to
the Class B-4 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Distribution
Shortfalls for such date and Class;


 


(viii)      to
the Class B-4 Certificates, the aggregate Subordinate Principal Distribution Amount payable to such Class for such date, until
its Certificate Principal Amount has been reduced to zero;


 


(ix)         to
the Class B-5 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Distribution
Shortfalls for such date and Class;


 


(x)          to
the Class B-5 Certificates, the aggregate Subordinate Principal Distribution Amount payable to such Class for such date, until
its Certificate Principal Amount has been reduced to zero; and


 


(xi)         to
the Class B-6 Certificates, the Interest Distribution Amount for such date and Class and any accrued but unpaid Interest Distribution
Shortfalls for such date and Class;


 




    	 	- 79 -	 



     


    

 


(xii)        to
the Class B-6 Certificates, the aggregate Subordinate Principal Distribution Amount payable to such Class for such date, until
its Certificate Principal Amount has been reduced to zero; and


 


(xiii)       to
the Class LT-R Certificates the amount specified in Section 5.07(a); and thereafter any remaining amounts to the Class R Certificates;
provided, however, that neither the Class LT-R nor Class R Certificates shall receive any amount if any Class of Certificates
has been allocated, and not fully reimbursed for, any Realized Losses or Certificate Writedown Amounts. For the avoidance of doubt,
if any amounts would have been available to allocate to the Class LT-R or Class R Certificates pursuant to this clause (xi) and
any Class of Certificates has not been fully reimbursed for a Realized Loss or Certificate Writedown Amount, then such amounts
shall be allocated and distributed in the same manner as Subsequent Recoveries are allocated and distributed pursuant to Section
5.03(c) and this Section 5.02(a).


 


On each Distribution
Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount will be distributed to the Class
A-6, Class A-9 and Class A-11 Certificates, concurrently, on a pro rata basis, in accordance with their respective Certificate
Principal Amounts, until the aggregate Certificate Principal Amount thereof has been reduced to zero.


 


In the event that Initial
Exchangeable Certificates or Exchangeable Certificates have been exchanged for the related Exchangeable Certificates or Initial
Exchangeable Certificates in one of the exchange combinations described in Exhibit J, the Exchangeable Certificates or Initial
Exchangeable Certificates received in such an exchange will be entitled to a proportionate share of the interest and/or principal
payments, as applicable, otherwise allocable to the Classes of Initial Exchangeable Certificates or Exchangeable Certificates so
exchanged, in accordance with their respective Interest Distribution Amounts and Certificate Principal Amounts. In addition, Realized
Losses and Certificate Writedown Amounts will be allocated as described in Section 5.03 below.


 


(b)          On
each Distribution Date, to the extent of funds available in the Distribution Account prior to making the Certificateholder payments
described herein, the Securities Administrator shall withdraw amounts equal to (i) the Trustee Fee and pay such amounts to the
Trustee and (ii) the Master Servicing Fee less any Prepayment Interest Shortfalls required to be paid by the Master Servicer for
such Distribution Date and pay such amounts to the Master Servicer. In addition, the Securities Administrator shall pay any Extraordinary
Trust Expenses then due and payable.


 


Section 5.03         Allocation
of Realized Losses, Net Interest Shortfalls and Subsequent Recoveries.


 


(a)          On
or prior to each Distribution Date, the Master Servicer shall calculate the aggregate Realized Losses and Net Interest Shortfalls
for such Distribution Date based on the information with respect to losses as reported to it by the Servicers.


 




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If a Realized
Loss occurs on the Mortgage Loans (including a Servicing Modification resulting in (i) a reduction of the outstanding principal
amount of such Mortgage Loan or (ii) a Principal Forbearance Amount), then, on each Distribution Date, the principal portion of
that Realized Loss will be allocated first to the Class B-6, Class B-5, Class B-4, Class B-3, Class B-2 and Class B-1 Certificates,
in that order, in each case until the Certificate Principal Amount of each such Class is reduced to zero, and second, pro rata,
to the Senior P&I Certificates, until each of the related Certificate Principal Amount thereof has been reduced to zero, provided,
however, that all Realized Losses allocated to the Super Senior Certificates will first be allocated to the Senior Support Certificates,
until their related Certificate Principal Amount is reduced to zero, and thereafter to the Super Senior Certificates, pro rata,
based on their respective Certificate Principal Amount, until the aggregate Certificate Principal Amount of each such Class is
reduced to zero. Any allocation of the principal portion of a Realized Loss to a Class of Certificates will be allocated in reduction
of the Certificate Principal Amount of such Class of Certificates, until reduced as provided in the previous sentence. In determining
whether a Realized Loss is a loss of principal or of interest, Liquidation Proceeds and other recoveries on a Mortgage Loan will
be applied first to outstanding expenses or Advances incurred with respect to such Mortgage Loan, then to accrued, unpaid interest,
and finally to principal. To the extent additional losses are incurred with respect to a Liquidated Mortgage Loan after liquidation,
such losses will be treated as amounts payable to the Servicers as unreimbursed Servicing Advances and will result in a restatement
of the Realized Loss and an additional loss allocated to the Senior Certificates or Subordinate Certificates, as applicable.


 


To the extent
that any Initial Exchangeable Certificates have been exchanged for Exchangeable Certificates then all Realized Losses that would
otherwise be allocated to the Initial Exchangeable Certificates so exchanged will be allocated to the related Exchangeable Certificates,
until the Certificate Principal Amounts thereof have been reduced to zero.


 


(b)          On
each Distribution Date, the Certificate Principal Amount of the lowest ranking Class of Subordinate Certificates then outstanding
will be reduced by the Certificate Writedown Amount and if no Subordinate Certificates are then outstanding, the Certificate Principal
Amounts of the Senior P&I Certificates will be reduced, pro rata, by the Certificate Writedown Amount, provided, however, that
the Certificate Writedown Amount allocated to the Super Senior Certificates will first be allocated to the Senior Support Certificates,
until their Certificate Principal Amount is reduced to zero, and thereafter to the Super Senior Certificates, pro rata, based on
their respective Certificate Principal Amount, until the Certificate Principal Amount of each Class of Super Senior Certificates
is reduced to zero. To the extent that any Initial Exchangeable Certificates have been exchanged for Exchangeable Certificates,
then all Certificate Writedown Amounts that would otherwise be allocated to the Initial Exchangeable Certificates so exchanged
will be allocated to the related Exchangeable Certificates until the Certificate Principal Amounts thereof have been reduced to
zero.


 


(c)          Subsequent
Recoveries will be distributed to the Certificates still outstanding, in accordance with the priorities described under Section
5.02(a), and the Certificate Principal Amount of each Class of Certificates then outstanding that has been reduced due to application
of a Realized Loss or Certificate Writedown Amount (and not previously recovered) will be increased, first, for the Senior P&I
Certificates, pro rata in accordance with the accumulated amount of Realized Losses and Certificate Writedown Amounts previously
allocated to each such Class of Certificates to the extent not previously recovered; provided, however, that to the extent
the Certificate Principal Amount of the Class A-6 Certificates (or Exchangeable Certificates exchanged therefor) has been reduced
in accordance with Sections 5.03(a) and 5.03(b), the portion of the increase otherwise allocable to the Class A-6 Certificates
(or Exchangeable Certificates exchanged therefor) will be allocated first to the Class A-9 and Class A-11 Certificates (or Exchangeable
Certificates exchanged therefor) on a pro rata basis in accordance with the accumulated amount of Realized Losses and Certificate
Writedown Amounts previously allocated to such Certificates to the extent not previously recovered, before being allocated to the
Class A-6 Certificates, and then sequentially in order of seniority with respect to the Subordinate Certificates, by the lesser
of (i) the amount of such Subsequent Recovery (reduced by any amounts applied for this purpose to senior ranking Certificates)
and (ii) the Realized Loss amount and Certificate Writedown Amount previously allocated to such Class to the extent not previously
recovered. Any Subsequent Recovery that is received during a Prepayment Period will be included in the Available Distribution Amount
for the related Distribution Date.


 




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For the avoidance
of doubt, with respect to any Distribution Date and Class of Certificates, the principal amount of Subsequent Recoveries with respect
to such Distribution Date will be allocated to such Class prior to (1) any distributions of principal with respect to such Class
and (2) the allocation of Realized Losses and Certificate Writedown Amounts with respect to such Class on such Distribution Date.


 


(d)          Any
Class of Certificates whose Certificate Principal Amount has been reduced to zero due to the allocation of Realized Losses and
Certificate Writedown Amounts will nonetheless remain outstanding until the termination of the Trust and may have its Certificate
Principal Amount increased from zero in connection with the distribution of Subsequent Recoveries and allocation of write-ups pursuant
to the definition of Certificate Principal Amount and may receive future distributions in accordance with the payment priorities.


 


Section 5.04         Obligations
of the Servicers and the Servicing Administrator.


 


With respect to the
Servicers and the Servicing Administrator, in the event of any inconsistency between this Agreement and the respective Servicing
Agreement with respect to the obligations of the Servicers and the Servicing Administrator, the provisions of the related Servicing
Agreement shall govern such obligations.


 


Section 5.05         Advances
by Master Servicer.


 


If the Servicing Administrator
fails to remit any Advance required to be funded under this Agreement or the applicable Servicing Agreement, the Master Servicer
shall itself fund, or shall cause the successor to such Servicer or successor Servicing Administrator to fund, such Advance. If
the Master Servicer determines that an Advance is required, it shall on the Business Day preceding the related Distribution Date
immediately following such Determination Date remit to the Securities Administrator from its own funds for deposit in the Distribution
Account immediately available funds in an amount equal to such Advance. The Master Servicer, the Servicer and the Servicing Administrator
shall be entitled to be reimbursed for all Advances funded by it. Notwithstanding anything to the contrary herein, in the event
the Master Servicer determines in its reasonable judgment that an Advance is a Nonrecoverable Advance, the Master Servicer shall
be under no obligation to make such Advance. If the Master Servicer determines that an Advance is a Nonrecoverable Advance, it
shall, on or prior to the related Distribution Date, deliver an Officer’s Certificate to the Trustee to such effect.


 


In connection with
a Servicing Modification where an amount equal to Advances and/or Servicing Advances are capitalized and added to the Stated Principal
Balance of a Mortgage Loan, each of the Servicers, the Servicing Administrator and the Master Servicer, solely in its capacity
as successor servicer (if applicable), may reimburse itself for such Advances and/or Servicing Advances.


 


Reimbursements of (i)
Advances to the Master Servicer on the one hand and the Servicing Administrator or any Servicer on the other hand, and (ii) Servicing
Advances to the Servicing Administrator or any Servicer will be allocated pro rata based on the amount of unreimbursed Advances
and Servicing Advances reimbursable to the Master Servicer (solely with respect to Advances) the Servicing Administrator or any
Servicer with respect to the related Mortgage Loan.


 




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Section 5.06         Master
Servicer Compensating Interest Payments.


 


The amount of the aggregate
Master Servicing Fees payable to the Master Servicer in respect of any Distribution Date shall be reduced (but not below zero)
by the amount of any Master Servicer Compensating Interest Payment for such Distribution Date. Such amount shall not be treated
as an Advance and shall not be reimbursable to the Master Servicer.


 


Section 5.07         Distributions
and Realized Losses on Uncertificated REMIC Regular Interests.


 


Amounts distributed
to the Certificates pursuant to Section 5.02 hereof shall be deemed to have first been distributed as follows:


 


(a)          from
the Lower-Tier REMIC to the Upper-Tier REMIC, as the holder of the Lower-Tier REMIC Regular Interests, and to Holders of Class
LT-R Certificates in respect of the LT-R Interest, from the Available Distribution Amount for such Distribution Date, (x) first,
to each Lower-Tier REMIC Regular Interest in an amount equal to its Uncertificated Accrued Interest for such Distribution Date
(plus any amounts in respect thereof remaining unpaid from previous Distribution Dates), in the same amount and priority as interest
is distributed to its Corresponding Classes of Upper-Tier Interests, (y) second, to each Lower-Tier REMIC Regular Interest, in
the same amount and priority as principal is distributed to its Corresponding Classes of Upper-Tier Interests, in each case until
the Uncertificated Principal Balance of such Lower-Tier REMIC Regular Interest is reduced to zero; and (z) third, to the extent
of the Available Distribution Amount for such Distribution Date remaining after payment of the amounts pursuant to clauses (x)
and (y), to the Class LT-R Certificates in respect of the LT-R Interest, any remaining amount; and


 


(b)          from
the Upper-Tier REMIC to the Holders of the applicable Certificated Upper-Tier Interests or to the Exchangeable Subtrust in accordance
with the distribution provisions for such Upper-Tier REMIC set forth in the Preliminary Statement.


 


(c)          Realized
Losses and the amount of any Certificate Writedown Amount allocated by this Section to a Class of Certificates shall be allocated
to the corresponding Upper-Tier Interests and shall reduce the Certificate Principal Amount of such Upper-Tier Interests to the
same extent that the Certificate Principal Amount of such corresponding Class of Certificates is reduced pursuant to the provisions
of this Section (on a pro rata basis to the extent a Corresponding Class of Certificates has more than one (1) related Upper-Tier
Interest). Subsequent Recoveries distributed to a Class of Certificates pursuant to the provisions of Section 5.03(a) shall be
deemed to have been distributed to the corresponding Upper-Tier Interests (on a pro rata basis to the extent a Corresponding Class
of Certificates has more than one (1) related Upper-Tier Interest). To the extent that the Certificate Principal Amount of any
Class of Certificates has been increased on account of Subsequent Recoveries pursuant to the provisions of Section 5.03(c), the
principal balance of the corresponding Upper-Tier Interests shall be increased, in each case to the extent of their remaining unreimbursed
Realized Losses (on a pro rata basis to the extent a Corresponding Class of Certificates has more than one (1) related Upper-Tier
Interest).


 


(d)          Realized
Losses and the amount of any Certificate Writedown Amount allocated by this Section to a Class of Upper-Tier Interests shall be
allocated to the corresponding Uncertificated REMIC Regular Interests and shall reduce the Uncertificated Certificate Principal
Amounts thereof to the same extent that the Certificate Principal Amount of such corresponding Class of Upper-Tier Interests is
reduced pursuant to the provisions of this Section. Subsequent Recoveries distributed to a Class of Upper-Tier Interests pursuant
to the provisions of Section 5.03(a) shall be deemed to have been distributed to the corresponding Uncertificated REMIC Regular
Interests. To the extent that the Certificate Principal Amount of any Class of Upper-Tier Interests has been increased on account
of Subsequent Recoveries pursuant to the provisions of Section 5.03(c), the principal balance of the corresponding Uncertificated
REMIC Regular Interests shall be increased by the same amount.


 




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(e)          Notwithstanding
the distributions on the Lower-Tier REMIC Regular Interests, the applicable Certificated Upper-Tier Interests and the Exchangeable
Subtrust described in this Section 5.07, distribution of funds from the Distribution Account shall only be made in accordance with
Section 5.02.


 


Article
VI


 


CONCERNING THE TRUSTEE,
THE SECURITIES ADMINISTRATOR AND THE MASTER SERVICER; EVENTS OF DEFAULT


 


Section 6.01         Duties
of Trustee, the Securities Administrator and the Master Servicer.


 


(a)          The
Trustee is authorized and directed to execute and deliver the Custodial Agreement, the PHH Series 2015-2 Servicing Supplement,
the Shellpoint Series 2015-2 Servicing Supplement, the Cenlar Servicing AAR, the AAR Agreements, the SPS Series 2015-2 Servicing
Supplement and each certificate or other document attached as an exhibit to or contemplated by such agreements to which the Trustee
is to be a party or other agreement contemplated by this Agreement to which the Trustee is to be a party, as evidenced conclusively
by the Trustee’s execution thereof. The Trustee, except during the continuance of an Event of Default, the Securities Administrator
and the Master Servicer, each undertake to perform their respective duties and only such duties as are specifically set forth in
this Agreement. Any permissive right of the Trustee, the Securities Administrator and the Master Servicer provided for in this
Agreement shall not be construed as a duty of the Trustee, the Securities Administrator or the Master Servicer, as the case may
be. If an Event of Default has occurred and has not otherwise been cured or waived, the Trustee shall exercise such of the rights
and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would
exercise or use under the circumstances in the conduct of such Person’s own affairs.


 


(b)          Each
of the Trustee, the Securities Administrator and the Master Servicer, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the Trustee, the Securities Administrator or the Master
Servicer, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine
them to determine whether they are in the form required by this Agreement; provided, however, that except as expressly provided
hereunder, none of the Trustee, the Securities Administrator or the Master Servicer shall be responsible for the accuracy or content
of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee,
the Securities Administrator or the Master Servicer pursuant to this Agreement. Subject to the immediately preceding sentence,
if any such resolution, certificate, statement, opinion, report, document, order or other instrument is found not to conform on
its face to the form required by this Agreement in a material manner, the Trustee, the Securities Administrator or the Master Servicer,
as applicable, shall take such action as it deems appropriate to cause the instrument to be corrected, and if the instrument is
not corrected to its satisfaction, the Trustee or the Securities Administrator, as applicable, shall provide notice thereof to
the Certificateholders and take such further action as directed by the Certificateholders pursuant to Sections 6.02(d) and 6.02(f)
(and if the instrument is not corrected to the satisfaction of the Master Servicer, the Master Servicer shall notify the Securities
Administrator who shall provide notice thereof to the Certificateholders and the Master Servicer shall take such further action
as directed by the Certificateholders pursuant to Sections 6.02(d) and 6.02(f)).


 




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(c)          None
of the Trustee, the Securities Administrator, the Master Servicer, the Paying Agent or the Certificate Registrar shall have any
liability for any action, or any failure to act, in good faith pursuant to this Agreement, except for its own negligence, bad faith
or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee, the Securities Administrator,
the Master Servicer, the Paying Agent or the Certificate Registrar from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:


 


(i)          The
Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates as provided in Section 6.18 hereof;


 


(ii)         For
all purposes under this Agreement, (x) none of the Trustee, the Securities Administrator or the Paying Agent shall be deemed to
have notice of any Event of Default unless a Responsible Officer of such party has actual knowledge thereof or unless written notice
of any event which is in fact such a default is received by the such party at the Corporate Trust Office or notice address of such
party, as applicable, and such notice references the Holders of the Certificates and this Agreement, and (y) none of the Trustee,
the Securities Administrator or the Paying Agent shall have any obligation to take any action to determine or confirm whether an
Event of Default exists;


 


(iii)        For
all purposes under this Agreement, except when the Master Servicer is the Securities Administrator, neither the Master Servicer
nor the Securities Administrator shall be deemed to have notice of any Event of Default (other than resulting from a failure by
the Master Servicer to furnish information to the Securities Administrator or payment with respect to a Distribution Date when
required to do so) unless a Responsible Officer of the Master Servicer or the Securities Administrator, as applicable, has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Master Servicer or the
Securities Administrator at the address provided in Section 11.07, and such notice references the Holders of the Certificates and
this Agreement;


 


(iv)        No
provision of this Agreement shall require the Trustee or the Securities Administrator (regardless of the capacity in which it is
acting) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or indemnity satisfactory to it against such risk or liability is not reasonably assured to it; and none of the provisions contained
in this Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be responsible for the
manner of performance of, any of the obligations of the Depositor, the Master Servicer or any other Person under this Agreement,
the applicable Servicing Agreement or the Custodial Agreement;


 


(v)         None
of the Trustee, the Securities Administrator, the Master Servicer, the Paying Agent or the Certificate Registrar shall be responsible
for any act or omission of any other party to this Agreement (except to the extent the same legal entity is serving in more than
one such role) or of the Depositor, the Servicing Administrator, the Sponsor, the Servicers, or the Custodian; and


 




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(vi)        Knowledge
or information acquired by (i) Wells Fargo in its respective capacities hereunder or under any Basic Document shall not be imputed
to Wells Fargo in any of its other capacities hereunder or under any other Basic Document (except to the extent such other capacities
are performed by a Responsible Officer within the Corporate Trust Services division of Wells Fargo), and (ii) any Affiliate of
Wells Fargo shall not be imputed to Wells Fargo in any of its capacities hereunder or under any other Basic Document and vice versa.


 


(d)          The
Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which
may be alleged to have been delivered to or served upon it by the parties as a consequence of the assignment of any Mortgage Loan
hereunder; provided, however, that the Trustee shall promptly remit to the applicable Servicer or to the Servicing Administrator,
as applicable (with a copy to the Master Servicer) upon receipt any such complaint, claim, demand, notice or other document (i)
which is delivered to the Corporate Trust Office of the Trustee, (ii) of which a Responsible Officer has actual knowledge, and
(iii) which contains information sufficient to permit the Trustee to make a determination that the real property to which such
document relates is a Mortgaged Property.


 


(e)          None
of the Trustee, the Securities Administrator or the Master Servicer shall be personally liable with respect to any action taken,
suffered or omitted to be taken by it, or for any error in judgment made by it, in good faith in accordance with the direction
of the Directing Holders as to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
the Securities Administrator or the Master Servicer or exercising any trust or power conferred upon the Trustee, the Securities
Administrator or the Master Servicer under this Agreement.


 


(f)           Neither
the Trustee nor the Securities Administrator shall be required to perform services under this Agreement, or to expend or risk its
own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that the timely payment of its fees and expenses, the repayment
of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. None of the provisions
contained in this Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be responsible
for the manner of performance of, any of the obligations of the Master Servicer, the Servicing Administrator or the applicable
Servicer under this Agreement or the applicable Servicing Agreement except, with respect to the Master Servicer, during such time,
if any, as (i) the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master
Servicer in accordance with the terms of this Agreement or (ii) the Master Servicer and the Securities Administrator are the same
entity.


 


(g)          Except
as otherwise expressly provided herein, neither the Trustee nor the Securities Administrator shall have any duty (A) to record,
file or deposit, or cause to be recorded, filed, or deposited, this Agreement or any agreement referred to herein or any financing
statement or continuation statement evidencing a security interest, or to maintain or cause to be maintained any such recording
or filing or depositing or any such rerecording, refiling or redepositing thereof, (B) to maintain or cause to be maintained any
insurance, (C) to pay or discharge, or cause the payment or discharge, of any tax, assessment, or other governmental charge or
any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from
funds available in the Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the Master
Servicer, the Servicing Administrator or the Servicers delivered to the Trustee or the Securities Administrator pursuant to this
Agreement or the applicable Servicing Agreement believed by the Trustee or the Securities Administrator, as applicable, to be genuine
and to have been signed or presented by the proper party or parties.


 




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(h)          None
of the Trustee, the Securities Administrator, the Paying Agent, the Master Servicer or the Certificate Registrar shall be liable
in its individual capacity for any action taken or not taken, or for any error of judgment made, in good faith by a Responsible
Officer or other officer of the Trustee, the Securities Administrator, the Paying Agent, the Master Servicer or the Certificate
Registrar, as applicable, unless it shall be proved that the Trustee, the Securities Administrator, the Paying Agent, the Master
Servicer or the Certificate Registrar, as applicable, was negligent in ascertaining the pertinent facts.


 


(i)           Notwithstanding
anything in this Agreement to the contrary, none of the Trustee, the Securities Administrator, the Paying Agent, the Master Servicer
or the Certificate Registrar shall be liable for special, indirect, punitive or consequential losses or damages of any kind whatsoever
(including, but not limited to, lost profits), even if the Trustee, the Securities Administrator, the Paying Agent, the Master
Servicer or the Certificate Registrar, as applicable, has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


(j)           Neither
the Trustee nor the Securities Administrator (regardless of the capacity in which it is acting) shall be responsible for the acts
or omissions of the other, it being understood that this Agreement shall not be construed to render them agents of one another.


 


(k)          The
duties and obligations of the Trustee, the Securities Administrator, the Master Servicer, the Paying Agent and the Certificate
Registrar shall be determined solely by the express provisions of this Agreement. None of the Trustee, the Securities Administrator,
the Master Servicer, the Paying Agent or the Certificate Registrar shall be liable except for the performance of its duties and
obligations as are specifically set forth in this Agreement. No implied covenants or obligations shall be read into this Agreement
against the Trustee, the Securities Administrator, the Master Servicer, the Paying Agent or the Certificate Registrar; and, in
the absence of bad faith on the part of the Trustee, the Securities Administrator, the Master Servicer, the Paying Agent or the
Certificate Registrar, except as set forth in this Agreement, the Trustee, the Securities Administrator, the Master Servicer, the
Paying Agent or the Certificate Registrar, as applicable, may conclusively rely, as to the correctness of the statements and opinions
expressed therein, upon any certificate, report, document, opinion (including without limitation any Opinion of Counsel or Officer’s
Certificate) or other instrument furnished to such party that conform to any applicable requirements of this Agreement.


 


(l)          None
of the Trustee, the Securities Administrator or the Master Servicer shall be liable or responsible for any delay or failure in
the performance of its obligations hereunder arising out of or caused, directly or indirectly, by force majeure event (including
but not limited to acts of God, strikes, lockouts, riots or acts of war, or any interruptions, losses or malfunctions of utilities,
computer (hardware or software) or communications services beyond its reasonable control) if, by reason of such force majeure event,
the Trustee, the Securities Administrator or the Master Servicer shall be prevented or forbidden from doing or performing any act
or thing which the terms of this Agreement provide shall or may be done or performed; it being understood that each of the Trustee,
the Securities Administrator and the Master Servicer shall use commercially reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.


 




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(m)        None
of the Trustee, the Securities Administrator, the Paying Agent, the Master Servicer or the Certificate Registrar shall be under
any obligation to take any action in the performance of its respective duties hereunder that would be in violation of applicable
law.


 


		Section 6.02	Certain Matters Affecting the Trustee, the Securities
Administrator and the Master Servicer.



 


Except as otherwise
provided in Section 6.01:


 


(a)          Before
taking or refraining from taking any actions hereunder, each of the Trustee, the Securities Administrator and the Master Servicer
may, at the cost of the party requesting such action or inaction, request, and may rely upon (and shall be protected in acting
or refraining from acting based upon), any resolution, officer’s certificate (including any Officer’s Certificate),
certificate of auditors, statement, instrument, opinion (including any Opinion of Counsel), report, notice, request, consent, order,
approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party
or parties;


 


(b)          Each
of the Trustee, the Securities Administrator and the Master Servicer may consult with counsel and any advice of its counsel or
Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;


 


(c)          None
of the Trustee, the Securities Administrator or the Master Servicer shall be personally liable for any action taken, suffered or
omitted by it (i) in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement or (ii) subject to any limitations expressly set forth in this Agreement, in accordance with the direction
of any Holders of Certificates;


 


(d)          Unless
an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document (provided the same appears regular on its face), unless requested in writing to do so by the Holders
of at least a majority in Certificate Principal Amount (or Percentage Interest) of each Class of Certificates or such other percentage
specified in Sections 2.05, 2.06, 2.09, 6.14, 11.03 and 11.04 with respect to actions described in Sections 2.05, 2.06, 2.09, 6.14,
11.03 and 11.04; provided, however, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such
expense or liability or payment of such estimated expenses from the Certificateholders as a condition to proceeding. Except as
otherwise provided in Sections 2.05, 2.06, 2.09, 6.14, 11.03 and 11.04, the reasonable expense thereof shall be paid by the party
requesting such investigation and shall not be paid by the Trust Fund; and, provided further, that in the case of an alleged breach
of the Sponsor’s representations and warranties, the provisions of Section 2.05 must be satisfied;


 


(e)          Each
of the Trustee, the Securities Administrator and the Master Servicer may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents, custodians or attorneys, which agents, custodians or attorneys shall
have any and all of the rights, powers, duties and obligations of the Trustee, the Securities Administrator and the Master Servicer
conferred on them by such appointment; provided that each of the Trustee, the Securities Administrator and the Master Servicer
shall continue to be responsible for its duties and obligations hereunder to the extent provided herein; provided further
that the Trustee shall not be responsible for the duties and obligations of Wells Fargo Bank, N.A. in its capacity as any of the
Paying Agent, the Authenticating Agent, the Securities Administrator, the Master Servicer or the Certificate Registrar under this
Agreement;


 




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(f)          None
of the Trustee, the Securities Administrator or the Master Servicer shall be under any obligation to exercise any of the trusts
or powers vested in it by this Agreement, and the Trustee shall not be under any obligation to institute, conduct or defend any
litigation hereunder or in relation hereto, in each case at the request, order or direction of any of the Certificateholders pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee, the Securities Administrator
or the Master Servicer, as applicable, security or indemnity reasonably satisfactory to the Trustee, the Securities Administrator
or the Master Servicer against the costs, expenses and liabilities which may be incurred therein or thereby;


 


(g)          The
right of the Trustee, the Securities Administrator and the Master Servicer to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and none of the Trustee, the Securities Administrator or the Master Servicer shall
be liable for the performance thereof other than on account of its negligence or willful misconduct in the performance of such
act;


 


(h)          None
of the Trustee, the Securities Administrator or the Master Servicer shall be required to give any bond or surety in respect of
the execution of the Trust Fund created hereby or the powers granted hereunder;


 


(i)           Neither
the Trustee nor the Securities Administrator shall have any duty to conduct any affirmative investigation (including, but not limited
to, reviewing any reports delivered to the Trustee in connection with the review of the Mortgage Files) as to the occurrence of
any condition requiring the repurchase of any Mortgage Loan pursuant to this Agreement, the AAR Agreements or the Mortgage Loan
Purchase Agreement, as applicable, or the eligibility of any Mortgage Loan for purposes of this Agreement including, without limitation,
whether any mortgage loan is a Qualified Substitute Mortgage Loan, except as set forth in Sections 2.05 and 2.06 with respect to
the Trustee. In the event that the Trustee receives written direction from the requisite percentage of Certificateholders in accordance
with Section 2.05 to make such investigation, then the Trustee shall engage a third party to perform or shall itself perform such
investigation and report its findings, the expense of which shall be included in the costs and expenses for which the Trustee is
entitled to be reimbursed in accordance with Section 2.05; and


 


(j)           In
the event either the Trustee or the Securities Administrator deems the nature of any action required on its part to be unclear,
the Trustee or the Securities Administrator, as applicable, may require prior to such action that it be provided by the Depositor
with reasonable further written instructions.


 


		Section 6.03	Trustee, Securities Administrator and Master Servicer
Not Liable for Certificates.



 


(a)          None
of the Trustee, the Securities Administrator or the Master Servicer makes any representation as to the validity or sufficiency
of this Agreement, the Custodial Agreement, the Servicing Agreements, the AAR Agreements, the Mortgage Loan Purchase Agreement
or the Certificates (other than its certificate of authentication on the Certificates, as applicable) or of any Mortgage Loan or
related document; provided that the Trustee, the Securities Administrator and the Master Servicer represent that, assuming
due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and
constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability
may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding
in equity or at law. The recitals contained herein and in the Certificates (i) shall not be taken as the statements of the Trustee
(other than the signature of the Trustee on the Certificates and the acknowledgements of the Trustee contained in Article II) and
the Trustee does not assume any responsibility for their correctness, and (ii) shall not be taken as statements of the Securities
Administrator (other than its certificate of authentication on the Certificates) and the Securities Administrator does not assume
any responsibility for their correctness.


 




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(b)          None
of the Trustee, the Securities Administrator or the Master Servicer shall be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or of funds paid to the Depositor in consideration of the sale
of the Mortgage Loans to the Trustee by the Depositor or for the use or application of any funds deposited into the Distribution
Account or any other fund or account maintained with respect to the Certificates. None of the Trustee, the Securities Administrator
or the Master Servicer shall be responsible for the legality or validity of this Agreement or the validity, priority, perfection
or sufficiency of the security for the Certificates issued or intended to be issued hereunder. None of the Trustee, the Securities
Administrator or the Master Servicer shall have any responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise monitor, perfect or maintain the perfection of any security interest or lien granted to the
Trustee hereunder or to record this Agreement.


 


		Section 6.04	Trustee and Securities Administrator May Own Certificates.



 


Each of the Trustee
and the Securities Administrator (and any Affiliate or agent of either of them) in its individual or any other capacity may become
the owner or pledgee of Certificates and may transact banking and trust business with the other parties hereto and their Affiliates
with the same rights it would have if it were not Trustee, Securities Administrator or such Affiliate or agent, as applicable.


 


		Section 6.05	Eligibility Requirements for Trustee and Securities
Administrator.



 


The Trustee hereunder
shall at all times (i) be an institution insured by the FDIC, (ii) be a corporation, federal savings banks or national banking
association, organized and doing business under the laws of any State or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by federal or state authority, (iii) not be an Affiliate of the Master Servicer, the Servicing Administrator or
the Servicers (unless it becomes the successor master servicer pursuant to Section 6.14) and (iv) itself satisfy the requirements
of Section 3807(a) of the Delaware Statutory Trust Act that the Trust have at least one trustee with a principal place of business
in the State of Delaware, or else the Trustee hereunder shall have appointed a separate co-trustee to satisfy such requirements,
pursuant to the provisions set forth in Section 6.09 of this Agreement. If such corporation, federal savings bank or national banking
association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation or national
banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 6.06.


 




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The Securities Administrator
hereunder shall at all times (i) be an institution authorized to exercise corporate trust powers under the laws of its jurisdiction
of organization and (ii) not be the Depositor or an Affiliate of the Depositor.


 


		Section 6.06	Resignation and Removal of Trustee and the Securities
Administrator.



 


(a)          Each
of the Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving
thirty (30) days’ written notice thereof to the Trustee or the Securities Administrator, as applicable, the Depositor, the
Sponsor and the Master Servicer; provided that if the Securities Administrator resigns pursuant to this Section 6.06(a),
the Securities Administrator may not resign as Master Servicer unless in accordance with Section 9.06. No such resignation will
become effective until a successor has assumed the Trustee’s obligations and duties under this Agreement and the AAR Agreements.
Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or a successor securities administrator,
as applicable, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or resigning Securities
Administrator, as applicable, one copy to the successor trustee or successor securities administrator, as applicable, and one copy
to the Master Servicer. If no successor trustee or successor securities administrator shall have been so appointed and shall have
accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee or resigning
Securities Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trustee
or successor securities administrator, as applicable. In the case of any such resignation by the Securities Administrator, if no
successor securities administrator shall have been appointed and shall have accepted appointment within sixty (60) days after the
Securities Administrator ceases to be the Securities Administrator pursuant to this Section 6.06, then the Trustee shall perform
the duties of the Securities Administrator pursuant to this Agreement and shall be entitled to the fees of the Securities Administrator
for so long as the Trustee performs such duties; provided, however, that the Trustee may engage a qualified entity to perform
the duties of the Securities Administrator under Sections 4.03, 6.20 and 10.01 of this Agreement. The successor trustee shall notify
each Rating Agency through the Rule 17g-5 Information Provider, the Servicers, the Servicing Administrator and the Master Servicer
of any change of Trustee, and the successor securities administrator shall notify each Rating Agency through the Rule 17g-5 Information
Provider, the Servicing Administrator, the Servicers and the Master Servicer of any change of Securities Administrator.


 


(b)          If
at any time any of the following events shall occur: (i) the Trustee or the Securities Administrator ceases to be eligible in accordance
with the provisions of Section 6.05 and fails to resign after written request therefor by the Depositor, (ii) the Securities Administrator
fails to perform its obligations pursuant to Section 5.02 to make distributions to Certificateholders, which failure continues
unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the
Securities Administrator by the Trustee or the Depositor, (iii) the Trustee or the Securities Administrator becomes legally unable
to act, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator of its property is appointed,
or any public officer takes charge or control of the Trustee or the Securities Administrator or of the property or affairs of either
for the purpose of rehabilitation, conservation or liquidation, (iv) a tax is imposed or threatened with respect to the Trust Fund
by any state in which the Trustee or the Trust Fund held by the Trustee is located, or (v) the continued use of the Trustee or
the Securities Administrator would result in a downgrading of the rating by a Rating Agency of any Class of Certificates with a
rating; then, in each such case, the Depositor shall remove the Trustee or the Securities Administrator, as applicable, and the
Depositor shall appoint a successor trustee or successor securities administrator, as applicable, within thirty (30) days of the
date that the Trustee or the Securities Administrator, as applicable, ceases to be eligible in accordance with the provisions of
Section 6.05, by written instrument, one copy of which instrument shall be delivered to the Trustee or Securities Administrator
so removed, one copy to the successor trustee or successor securities administrator, as applicable, and one copy to the Master
Servicer. If no successor trustee or successor securities administrator shall have been so appointed and shall have accepted appointment
within thirty (30) days after the giving of such notice of resignation, the resigning Trustee or resigning Securities Administrator,
as applicable, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities
administrator, as applicable. If the same Person is acting as both the Securities Administrator and the Master Servicer, then the
Depositor shall direct the Trustee to remove the Master Servicer in accordance with the provisions of Section 6.14, and the Trustee
promptly upon such direction shall remove the Master Servicer in accordance therewith.


 




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(c)          Any
resignation or removal of the Trustee or the Securities Administrator, as applicable, and appointment of a successor trustee or
successor securities administrator pursuant to any of the provisions of this Section shall only become effective upon acceptance
of appointment by the successor trustee or the successor securities administrator, as applicable, as provided in Section 6.07.


 


		Section 6.07	Successor Trustee and Successor Securities Administrator.



 


(a)          Any
successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver
to the Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator,
as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without
any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein. The predecessor
trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent
permitted thereunder), all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, the
predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together
with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer
and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such of the records or copies
thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof
as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this
Agreement. In addition, the Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall
execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and
obligations.


 


(b)          No
successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time
of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions
of Section 6.05.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section
6.07, the predecessor trustee or predecessor securities administrator, as applicable, shall mail notice of the succession of such
trustee or securities administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register and to each Rating Agency through the Rule 17g-5 Information Provider. The expenses of such mailing shall
be borne by the predecessor trustee or predecessor securities administrator, as applicable.


 




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(d)          Any
successor trustee appointed hereunder shall execute and file an amendment to the Certificate of Trust as required by the Delaware
Statutory Trust Act.


 


		Section 6.08	Merger or Consolidation of Trustee or Securities Administrator.



 


Any Person into which
the Trustee or Securities Administrator may be merged or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee or Securities Administrator shall be a party, or any Persons succeeding to the
corporate trust business of the Trustee or Securities Administrator, shall be the successor to the Trustee or Securities Administrator
hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding, provided that such Person shall be eligible under the applicable provisions of Section
6.05. The Trustee shall file an amendment to the Certificate of Trust as required by the Delaware Statutory Trust Act.


 


		Section 6.09	Appointment of Co-Trustee, Separate Trustee or Custodian.



 


(a)          Notwithstanding
any other provisions hereof, at any time, the Trustee, the Depositor or the Certificateholders evidencing more than 50% of the
Certificate Principal Amount (or Percentage Interest) of every Class of Certificates shall have the power from time to time to
appoint one or more Persons, approved by the Trustee, to act either as co-trustees jointly with the Trustee, or as separate trustees,
or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage Loan
outside the state where the Trustee has its principal place of business where such separate trustee or co-trustee is necessary
or advisable (or the Trustee has been advised by the Master Servicer that such separate trustee or co-trustee is necessary or advisable)
under the laws of any state in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming
to any legal requirement, restriction or condition in any state in which a property securing a Mortgage Loan is located or in any
state in which any portion of the Trust Fund is located. The separate trustees, co-trustees, or custodians so appointed shall be
trustees or custodians for the benefit of the Trust and shall have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided, however, that no such appointment shall, or shall be deemed to, constitute the appointee
an agent of the Trustee. The obligation of the Master Servicer to make Advances pursuant to Section 5.05 hereof shall not be affected
or assigned by the appointment of a co-trustee.


 


(b)          Every
separate trustee, co-trustee, and custodian shall, to the extent permitted by law, be appointed and act subject to the following
provisions and conditions:


 


(i)          all
powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;


 


(ii)         all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee, co-trustee, or custodian jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations, including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction, shall be exercised and performed by such separate trustee, co-trustee, or
custodian;


 




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(iii)        no
trustee or custodian hereunder shall be personally liable by reason of any act or omission of any other trustee or custodian hereunder;
and


 


(iv)        the
Trustee may at any time, by an instrument in writing executed by it, with the concurrence of the Depositor, accept the resignation
of or remove any separate trustee, co-trustee or custodian, so appointed by it or them, if such resignation or removal does not
violate the other terms of this Agreement.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee, co-trustee or custodian
shall refer to this Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee and a copy given to the Master Servicer.


 


(d)          Any
separate trustee, co-trustee or custodian may, at any time, constitute the Trustee, its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee, co-trustee or custodian shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.


 


(e)          No
separate trustee, co-trustee or custodian hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 6.05 hereunder and no notice to the Certificateholders of the appointment shall be required under Section 6.07 hereof.


 


(f)          The
Trustee agrees to instruct the co-trustees, if any, to the extent necessary to fulfill the Trustee’s obligations hereunder.


 


(g)          The
Trust Fund shall pay the reasonable compensation of the co-trustees (which compensation shall not reduce any compensation payable
to the Trustee).


 


		Section 6.10	Authenticating Agents.



 


(a)          The
Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating
Certificates. The Trustee hereby appoints the Securities Administrator as initial Authenticating Agent, and the Securities Administrator
hereby accepts such appointment. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be a national banking association or a corporation organized and doing business under the laws of
the United States of America or of any state, having a combined capital and surplus of at least $15,000,000, authorized under such
laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities.


 




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(b)          Any
Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


(c)          Any
Authenticating Agent may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee and the Depositor. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.10,
the Trustee may appoint a successor authenticating agent, shall give written notice of such appointment to the Depositor and shall
mail notice of such appointment to all Holders of Certificates. Any successor authenticating agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. No successor authenticating agent shall be appointed unless eligible under
the provisions of this Section 6.10. No Authenticating Agent shall have responsibility or liability for any action taken by it
as such at the direction of the Trustee or in accordance with the provisions of this Agreement.


 


		Section 6.11	Indemnification of the Trustee, the Securities Administrator
and the Master Servicer.



 


Subject to the limitations
described in definition of the Extraordinary Trust Expense, Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, both
in its individual capacity and in its capacity as Trustee hereunder, and Wells Fargo Bank, N.A., both in its individual capacity
and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, Authenticating Agent, Rule 17g-5 Information
Provider and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified
and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense,
including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or
expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for,
defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding,
whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Servicing
Agreements, the AAR Agreements, the Mortgage Loan Purchase Agreement, Custodial Agreement, the Mortgage Loans or other assets of
the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer
and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or
exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges
hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance
by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master
Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy in any way related to or affecting
this Agreement, the Servicing Agreements, the AAR Agreements, the Custodial Agreement, the Mortgage Loan Purchase Agreement or
any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within
or outside Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust (in the case of Wilmington Savings Fund Society, FSB, d/b/a
Christiana Trust personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or Wells Fargo
Bank, N.A. (in the case of Wells Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case
of the Master Servicer and the Securities Administrator. The amount of any Extraordinary Trust Expenses reimbursed and the reason
therefor (including the party to whom they were paid) shall be reported to the Securities Administrator. Any such costs shall be
attributable directly to costs specifically incurred by the Trust Fund and shall not include any general allocation for market
conditions. However in the event the Trust Fund is included in any action, or lawsuit naming multiple trusts, or if any action
is desired to be taken by the Trust Fund with other trust funds in order to minimize expense (such as a filing in connection with
a bankruptcy), the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent,
the Rule 17g-5 Information Provider or the Master Servicer, as applicable, may make a reasonable allocation of any expenses incurred
in the defense or action to the Trust Fund. As of the Startup Day, no such indemnifications or expense reimbursements are expected
to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of
the REMIC Provisions as "unanticipated expenses" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii).
The rights and indemnity afforded to the Trustee, the Master Servicer and the Securities Administrator in this Section 6.11 shall
apply, mutatis mutandis, to (x) the Trustee, the Master Servicer and the Securities Administrator in any other capacity
under this Agreement and (y) the Trustee, the Master Servicer and the Securities Administrator under the Servicing Agreements,
the AAR Agreements, the Custodial Agreement or the Mortgage Loan Purchase Agreement.


 




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In connection with
any claim as to which indemnification is to be sought hereunder:


 


(i)          the
Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent, the Rule 17g-5 Information
Provider or the Master Servicer as applicable, shall give the Depositor written notice thereof promptly after the Trustee, the
Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent, the Rule 17g-5 Information Provider
or the Master Servicer as applicable, shall have knowledge thereof; provided that failure of the Trustee, the Securities
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent, the Rule 17g-5 Information Provider or the
Master Servicer, as applicable, to provide such written notice shall not relieve the Trust Fund of the obligation to indemnify
the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master
Servicer as applicable, under this Section 6.11;


 


(ii)         while
maintaining control over its own defense, the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent,
the Authenticating Agent, the Rule 17g-5 Information Provider or the Master Servicer as applicable, shall cooperate and consult
fully with the Depositor in preparing such defense; and


 


(iii)        notwithstanding
anything to the contrary in this Section 6.11, neither the Trust nor the Trust Fund shall be liable for settlement of any such
claim by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent, the
Rule 17g-5 Information Provider or the Master Servicer, as applicable, entered into without the prior consent of the Depositor,
which consent shall not be unreasonably withheld.


 


The indemnification
obligations set forth in this Section shall survive the discharge or assignment of this Agreement and the termination or resignation
of the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Rule 17g-5 Information Provider,
the Authenticating Agent or the Master Servicer, as applicable.


 




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		Section 6.12	Fees and Expenses of the Securities Administrator, the
Certificate Registrar, the Paying Agent, the Rule 17g-5 Information Provider, the Authenticating Agent, the Trustee and the Custodian.



 


(a)          Compensation
for the services of the Securities Administrator, the Certificate Registrar, the Paying Agent, the Rule 17g-5 Information Provider
and the Authenticating Agent hereunder, including any successors to such entities, shall be paid by the Master Servicer from the
Master Servicing Fee. The Securities Administrator shall be entitled to all disbursements and advancements incurred or made by
the Securities Administrator (in its various capacities hereunder) in accordance with this Agreement (including fees and expenses
of its counsel and all persons not regularly in its employment), except any such expenses arising from its negligence, bad faith
or willful misconduct. Wells Fargo Bank, N.A. shall act as Securities Administrator for so long as it is Master Servicer under
this Agreement.


 


(b)          As
compensation for its services under the Custodial Agreement, the Custodian, including any successors to the Custodian, shall be
paid by the Master Servicer from the Master Servicing Fee pursuant to a separate agreement between the Custodian and the Master
Servicer.


 


(c)          As
compensation for its services hereunder the Trustee shall be entitled to receive the Trustee Fee, which shall be distributed by
the Securities Administrator pursuant to Section 5.02.         


 


		Section 6.13	Collection of Monies.



 


Except as otherwise
expressly provided in this Agreement, the Trustee and the Securities Administrator may demand payment or delivery of, and shall
receive and collect, all money and other property payable to or receivable by it pursuant to this Agreement. The Trustee or the
Securities Administrator, as applicable, shall hold all such money and property received by it as part of the Trust Fund and shall
distribute it as provided in this Agreement.


 


		Section 6.14	Events of Default; Trustee to Act; Appointment of Successor.



 


(a)          The
occurrence of any one or more of the following events shall constitute an “Event of Default”:


 


(i)          Any
failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports
described in Section 4.02 which continues unremedied for a period of one (1) Business Day after the date upon which written notice
of such failure shall have been given to the Master Servicer by the Trustee or the Securities Administrator or to the Master Servicer,
the Securities Administrator and the Trustee by Directing Holders;


 


(ii)         Any
failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements
(other than those referred to in (vii) and (viii) below) on the part of the Master Servicer contained in this Agreement which continues
unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities
Administrator and the Trustee by Directing Holders (or in the case of a breach of its obligation to provide an Item 1123 Certificate,
an Assessment of Compliance or an Accountant’s Attestation pursuant to Sections 9.11, 9.12 and 9.13, immediately without
a cure period);


 




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(iii)        A
decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty (60) days or a Rating Agency reduces or withdraws or threatens
to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master
Servicer;


 


(iv)        The
Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer
or of or relating to all or substantially all of its property;


 


(v)         The
Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;


 


(vi)        The
Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the
criteria for a successor servicer as specified in Section 9.05 hereof;


 


(vii)       If
a representation or warranty set forth in Section 9.03 hereof shall prove to be incorrect as of the time made in any respect that
materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which
such representation or warranty was incorrect shall not have been eliminated or cured within thirty (30) days after the date on
which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or
the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by Directing Holders;


 


(viii)      A
sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer
or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted
hereunder and without the prior written consent of the Trustee and the Directing Holders;


 


(ix)         The
purchase or holding of any Certificates by the Master Servicer or any master servicer transferee that is an insured depository
institution (as such term is defined in the Federal Deposit Insurance Act) such that the Master Servicer or such master servicer
transferee is required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting
principles; and


 


(x)          Any
failure of the Master Servicer to make any Advances when such Advances are due, which failure continues unremedied for a period
of one (1) Business Day.


 




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If an Event of Default
described in clauses (i) through (ix) of this Section shall occur, then, in each and every case, subject to applicable law, so
long as any such Event of Default shall not have been remedied within any period of time as prescribed by this Section, the Trustee,
by notice in writing to the Master Servicer may, and, if so directed in writing by Certificateholders evidencing either (a) more
than 50% of the Certificate Principal Amount (or Notional Amount or Percentage Interest) of each Class of Certificates, or (b)
50% of the aggregate Certificate Principal Amount of the Subordinate Certificates, or upon the occurrence of an Event of Default
described in clause (x) of this Section, shall, terminate all of the rights and obligations of the Master Servicer hereunder and
in and to the Mortgage Loans and the proceeds thereof; provided, however, that in the case of the preceding clause (b),
except with respect to the occurrence of an Event of Default described in clause (x), the Trustee shall provide written notice
to all of the Certificateholders within two Business Days of receiving such direction and shall not terminate the Master Servicer
if, within thirty (30) days of sending such written notice, the Trustee has received contrary instructions from Certificateholders
evidencing more than 50% of the Aggregate Voting Interests of the Certificateholders. For the avoidance of doubt, prior to complying
with any instructions from Certificateholders relating to an Event of Default of the Master Servicer, the Trustee will not be obligated
to take any action without first receiving adequate direction, indemnification and advances, as necessary, from Directing Holders,
such adequacy to be agreed upon by the Trustee and such Directing Holders. The Trustee shall notify each Rating Agency via the
Rule 17g-5 Information Provider of its receipt of any such contrary instructions. On or after the receipt by the Master Servicer
of such written notice, all authority and power of the Master Servicer, and only in its capacity as Master Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee; and the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Master Servicer as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents or otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee and the Securities Administrator
in effecting the termination of the defaulting Master Servicer’s responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying the Servicers of the assignment of the master servicing function and providing the Trustee
or its designee all documents and records in electronic or other form reasonably requested by it to enable the Trustee or its designee
to assume the defaulting Master Servicer’s functions hereunder and the transfer to the Trustee for administration by it of
all amounts which shall at the time be or should have been deposited by the defaulting Master Servicer in the Distribution Account
and any other account or fund maintained with respect to the Certificates or thereafter received with respect to the Mortgage Loans.
The Master Servicer being terminated pursuant to this Section 6.14 shall bear all Master Servicing Transfer Costs, including but
not limited to those of the Trustee or Securities Administrator reasonably allocable to specific employees and overhead, legal
fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. If
the same Person is acting as both the Securities Administrator and the Master Servicer, then the Trustee shall direct the Depositor
to remove the Securities Administrator in accordance with the provisions of Section 6.06(b), and the Depositor promptly upon such
direction shall remove the Securities Administrator in accordance therewith.


 


Notwithstanding the
termination of its activities as Master Servicer, the terminated Master Servicer shall continue to be entitled to reimbursement
under this Agreement to the extent such reimbursement relates to the period prior to such Master Servicer’s termination.
The successor master servicer shall not be required to purchase or reimburse the terminated Master Servicer's Advance receivables.
For the avoidance of doubt, to the extent that the terminated Master Servicer and a successor master servicer have each made Advances
in respect of the same Mortgage Loan, recovered amounts shall be used to reimburse the terminated Master Servicer and a successor
master servicer in the order in which such Advances were made.


 




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When a Responsible
Officer of the Trustee has actual knowledge of the occurrence of an Event of Default, the Trustee shall promptly notify the Securities
Administrator and each Rating Agency through the Rule 17g-5 Information Provider of the nature and extent of such Event of Default.
The Trustee or the Securities Administrator shall promptly give written notice to the Master Servicer upon the Master Servicer’s
failure to fund Advances as required under this Agreement.


 


(b)          On
and after the time the Master Servicer receives a notice of termination from the Trustee pursuant to Section 6.14(a) or the Trustee
receives the written resignation of the Master Servicer pursuant to Section 9.06, the Trustee, unless, in either case, another
master servicer shall have been appointed by the Trustee, shall be the successor in all respects to the Master Servicer in its
capacity as such under this Agreement and with respect to the transactions set forth or provided for herein and shall have all
the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter
placed on the Master Servicer hereunder, including the obligation to make Advances in accordance with Section 5.05; provided,
however, that any failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide information
required by this Agreement shall not be considered a default by the Trustee hereunder. The Trustee shall have no responsibility
for any act or omission of the Master Servicer other than any act or omission performed by the Trustee in its capacity as a successor
master servicer. In addition, the Trustee shall have no liability relating to the representations and warranties of the Master
Servicer set forth in Section 9.03. In the Trustee’s capacity as successor master servicer, the Trustee shall have the same
limitations on liability herein granted to the Master Servicer. As compensation for acting as successor master servicer hereunder,
the Trustee shall be entitled to receive all compensation payable to the Master Servicer under this Agreement, including the Master
Servicing Fee, subject to Section 6.14(d).


 


(c)          Notwithstanding
the above, the Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court
of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer,
master servicer, servicing or mortgage servicing institution having a net worth of not less than $15,000,000, which is a Fannie
Mae or Freddie Mac-approved master servicer, and meeting such other standards for a successor master servicer as are set forth
in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties and liabilities
of a master servicer, like the Master Servicer. Any entity designated by the Trustee as a successor master servicer may be an Affiliate
of the Trustee; provided, however, that, unless such Affiliate meets the net worth requirements and other standards set
forth herein for a successor master servicer, the Trustee, in its individual capacity, shall agree, at the time of such designation,
to be and remain liable to the Trust Fund for such Affiliate’s actions and omissions in performing its duties hereunder.


 




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The Trustee and such
successor shall take such actions, consistent with this Agreement, as shall be necessary to effectuate any such succession and
may make other arrangements with respect to the master servicing to be conducted hereunder which are not inconsistent herewith.
The Master Servicer shall cooperate with the Trustee and any successor master servicer in effecting the termination of the Master
Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of
the master servicing functions and providing the Trustee and successor master servicer, as applicable, all documents and records
in electronic or other form reasonably requested by it to enable it to assume the Master Servicer’s functions hereunder and
transferring to the Trustee or such successor master servicer, as applicable, all amounts which shall at the time be or which should
have been deposited by the Master Servicer in the Distribution Account and any other account or fund maintained with respect to
the Certificates or thereafter be received with respect to the Mortgage Loans. Neither the Trustee nor any other successor master
servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the predecessor master servicer to deliver, or any delay in delivering,
cash, documents or records to it, (ii) the failure of the predecessor master servicer to cooperate as required by this Agreement,
(iii) the failure of the predecessor master servicer to deliver the Mortgage Loan data to the Securities Administrator as required
by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor master servicer.
No successor master servicer (other than the Trustee, with respect to the failure of the Trustee to cooperate as set forth in subclause
(ii) below) shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Securities Administrator to deliver, or any delay in delivering
cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Securities Administrator to
cooperate as required by this Agreement.


 


(d)          In
connection with such appointment and assumption of a successor master servicer, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted to the Master Servicer hereunder.


 


(e)          To
the extent that the costs and expenses incurred by the Trustee in connection with any alleged or actual default by the Master Servicer,
the termination of the Master Servicer, any appointment of a successor master servicer and/or any transfer and assumption of master
servicing by the Trustee or any successor master servicer (including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with the investigation of any alleged or actual default by the Master Servicer,
the evaluation of the potential termination and/or the actual termination of the Master Servicer and the appointment of a successor
master servicer and (ii) all Master Servicing Transfer Costs) are not fully and timely reimbursed by the terminated master servicer,
then (a) the successor master servicer shall deduct such amounts from any amounts that it otherwise would have paid to the predecessor
master servicer in reimbursement of outstanding Advances, and the successor master servicer shall reimburse itself and the Trustee
for any unreimbursed costs and expenses, and (b) if the Trustee is not required to be reimbursed by the Master Servicer or if such
costs and expenses are not satisfied pursuant to clause (a) within ninety (90) days, then the Trustee and the successor master
servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account without regard to the annual
cap set forth in the definition of Extraordinary Trust Expenses.


 


		Section 6.15	Additional Remedies of Trustee Upon Event of Default.



 


During the continuance
of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 6.14, shall have the right, in its own name and as trustee of the Trust, to take all actions now or hereafter
existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights
and remedies, of the Trust (including the institution and prosecution of all judicial, administrative and other proceedings and
the filing of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be
deemed to be a waiver of any Event of Default.


 




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		Section 6.16	Waiver of Defaults.



 


More than 50% of the
Aggregate Voting Interests of the Certificateholders may waive any event of default of a Servicer or the Servicing Administrator
under the applicable Servicing Agreement or Event of Default by the Master Servicer, respectively, in the performance of their
respective obligations hereunder, except that a default in the making of any Advances or any required deposit to the applicable
Custodial Account or Distribution Account, as applicable, that would result in a failure of the Paying Agent to make any required
payment of principal of or interest on the Certificates may only be waived with the consent of 100% of the Certificateholders.
In addition, more than 50% of the Aggregate Voting Interests of the Subordinate Certificateholders may waive any event of default
of a Servicer under the applicable Servicing Agreement in the performance of its obligations thereunder, except that a default
in the making of any required deposit to the applicable Custodial Account or Distribution Account, as applicable, that would result
in a failure of the Paying Agent to make any required payment of principal of or interest on the Certificates may only be waived
with the consent of 100% of the Certificateholders. Any waiver of an event of default of a Servicer by the Subordinate Certificateholders
shall be binding on all other Certificateholders and no separate waiver pursuant to the first sentence of this Section shall be
required in order to effect a waiver of such Servicer event of default. Upon any such waiver of a past default, such default shall
cease to exist, and any event of default by such Servicer or the Servicing Administrator under the applicable Servicing Agreement,
or Event of Default hereunder by the Master Servicer, arising therefrom shall be deemed to have been remedied for every purpose
of the applicable Servicing Agreement and/or this Agreement, as applicable. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent expressly so waived.


 


		Section 6.17	Notification to Holders.



 


Upon termination of
the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee (i) so long
as the Master Servicer and the Securities Administrator are not the same Person, shall promptly notify the Securities Administrator
in writing, and (ii) shall promptly mail notice thereof by first class mail to the Certificateholders at their respective addresses
appearing on the Certificate Register. The Trustee shall also, within forty-five (45) days after the date when a Responsible Officer
of the Trustee has actual knowledge of the occurrence of any Event of Default, give written notice thereof to the Securities Administrator
and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and
within such 45-day period.


 


		Section 6.18	Directions by Certificateholders and Duties of Trustee
During Event of Default.



 


Subject to the provisions
of Sections 6.16 and 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing not less than
25% of the Certificate Principal Amount (or Percentage Interest) of each Class of Certificates affected thereby may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement; provided, however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting
or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master
Servicer or any successor master servicer from its rights and duties as Master Servicer hereunder) at the request, order or direction
of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity
against the cost, expenses and liabilities which may be incurred therein or thereby; and, provided further, that, subject
to the provisions of Section 8.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in
accordance with an Opinion of Counsel, (a) determines that the action or proceeding so directed may not lawfully be taken or (b)
in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified
to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.


 




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		Section 6.19	Action Upon Certain Failures of the Master Servicer
and Upon Event of Default.



 


In the event that a
Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become
an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written
notice thereof to the Master Servicer.


 


		Section 6.20	Preparation of Tax Returns and Other Reports.



 


(a)          The
Securities Administrator shall prepare or cause to be prepared on behalf of the Trust, based upon information calculated in accordance
with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns,
all in accordance with Article X hereof (and, with respect to the Exchangeable Subtrust, in accordance with Article III). To the
extent that Subchapter C of Chapter 63 of Subtitle F of the Code would otherwise apply to the REMIC, the Securities Administrator
shall cause the REMIC timely to elect to be excluded from such provisions in the manner provided by the Code and any applicable
regulations promulgated thereunder. To the extent that such election cannot be made, the Securities Administrator shall cause the
REMIC timely to make any such election as is necessary to ensure that any “imputed underpayment” (as defined in the
applicable provisions) shall be paid by the holders of the residual interests in the manner provided by the Code and any applicable
regulations promulgated thereunder. If the Securities Administrator is notified in writing that a state tax return or other return
is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income
tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law,
and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the
Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns
and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the
Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information
within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them,
and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information
within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify
the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee,
as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information
provided by such Master Servicer.


 


(b)          The
Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund
and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable
method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the
IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the
Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder
to be made available to the Certificateholders. The Master Servicer shall cause the Servicers to provide the Securities Administrator
with such information as is necessary for the Securities Administrator to prepare such reports.


 




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		Section 6.21	Trustee Capacity; Limitation of Liability.



 


(a)          Each
of the parties hereto hereby agrees and, as evidenced by its acceptance of any benefits hereunder, any Certificateholder agrees
that the Trustee in any capacity (x) has not provided and will not provide in the future, any advice, counsel or opinion regarding
the tax, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing
administration of the Trust, including, but not limited to, income, gift and estate tax issues, insurable interest issues, doing
business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements, (y) has not
made any investigation as to the accuracy of any representations, warranties or other obligations of the Trust under the Basic
Documents and shall have no liability in connection therewith and (z) the Trustee has not prepared or verified, and shall not be
responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other
document issued or delivered in connection with the sale or transfer of the Certificates.


 


Article
VII


 


PURCHASE OF MORTGAGE LOANS AND TERMINATION
OF THE TRUST FUND


 


		Section 7.01	Purchase of Mortgage Loans; Termination of the Trust
and the Trust Fund Upon Purchase or Liquidation of All Mortgage Loans.



 


(a)          The
Trust shall dissolve and commence winding-up in accordance with the Delaware Statutory Trust Act upon the earliest of (i) the final
payment or other liquidation of the last Mortgage Loan and the disposition of all REO Property remaining in the Trust Fund, (ii)
the distribution of proceeds in connection with the exercise of the Clean-up Call and (iii) the Distribution Date immediately following
the Latest Possible Maturity Date; provided, however, that in no event shall the Trust and the Trust Fund created hereby
continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. Any termination of the Trust
and the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as
a “qualified liquidation” under the REMIC Provisions.


 


(b)          In
connection with an exercise of the Clean-up Call, the Trustee, at the direction of the Securities Administrator, shall cause each
REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03.


 


(c)          The
Depositor, the Trustee, the Master Servicer, the Servicers, the Servicing Administrator, the Securities Administrator and the Custodian
shall be reimbursed from the Clean-up Call Price for any Advances, Servicing Advances, accrued and unpaid Servicing Fees and Master
Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement,
the applicable Servicing Agreement or the Custodial Agreement prior to distributions to any Certificateholder.


 




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(d)          On
any date on which the Aggregate Stated Principal Balance is less than 10% of the Aggregate Stated Principal Balance as of the Cut-off
Date, the Servicing Administrator may terminate the Trust and the Trust Fund by purchasing all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan for the Clean-up Call Price; provided that the right of the Servicing Administrator
to purchase the Mortgage Loans and the other assets of the Trust will not be exercisable unless the auditors of the Servicing Administrator
have previously advised the Servicing Administrator that the Trust and the Servicing Administrator are required to be consolidated
under then applicable accounting principles. If the Servicing Administrator cannot or does not exercise the right described in
the preceding sentence, then on any date on which the Aggregate Stated Principal Balance is 3% or less of the Aggregate Stated
Principal Balance as of the Cut-off Date, the Master Servicer may terminate the Trust and the Trust Fund by purchasing all of the
Mortgage Loans and all property acquired in respect of any Mortgage Loan for the Clean-up Call Price. The Servicing Administrator
or the Master Servicer, as applicable, shall provide to the Securities Administrator not less than thirty (30) days prior written
notice of its intent to exercise its purchase and termination right under this Section 7.01(d) and comply with the requirements
of this Article VII to effect a “qualified liquidation” under the REMIC Provisions. The Depositor, the Securities Administrator,
the Master Servicer (in the case of the Servicing Administrator’s exercise) and the Trustee hereby consent to any such exercise.


 


(e)          Upon
the completion of the winding up of the Trust, the Trustee shall, as directed by the Depositor in writing, cause the Certificate
of Trust to be canceled by filing at the expense of the Depositor a certificate of cancellation with the Secretary of State of
the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act. Upon the filing of
a certificate of cancellation, the Trust and this Agreement (other than Section 6.11) shall terminate and be of no further force
or effect.


 


		Section 7.02	Procedure Upon Redemption and Termination of the Trust
and the Trust Fund.



 


(a)          If
on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans, and no other funds or assets
in the Trust Fund other than the funds in the Distribution Account, the Master Servicer shall direct the Securities Administrator
promptly to send a final distribution notice to each Certificateholder. Such notice shall specify (A) the Distribution Date upon
which final distribution on the Certificates of all amounts required to be distributed to Certificateholders pursuant to Section
5.02 will be made upon presentation and surrender of the Certificates at the Certificate Registrar’s Corporate Trust Office,
and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Certificates at the office or agency of the Certificate Registrar therein specified. The Securities
Administrator shall give such notice to the Trustee, the Master Servicer and the Certificate Registrar at the time such notice
is given to Holders of the Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the
Certificates shall terminate.


 


Upon termination of
the Trust and the Trust Fund, the Securities Administrator shall terminate, or request the Master Servicer to terminate, the Distribution
Account and any other account or fund maintained with respect to the Certificates, subject to the Securities Administrator’s
obligation hereunder to hold all amounts payable to Certificateholders in trust without interest pending such payment.


 




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(b)          In
the event that all of the Holders do not surrender their Certificates for cancellation within three months after the time specified
in the termination notice, the Securities Administrator shall give a second written notice to the remaining Certificateholders
to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after
the second notice any Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate
steps to contact the remaining Certificateholders concerning surrender of such Certificates, and the cost thereof shall be paid
out of the amounts distributable to such Holders. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Securities Administrator shall, subject to applicable state law relating to escheatment, hold
all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Securities
Administrator and not distributed to a Certificateholder due to such Certificateholder’s failure to surrender its Certificate(s)
for payment of the final distribution thereon in accordance with this Section.


 


(c)          Any
reasonable expenses incurred by the Securities Administrator or the Trustee in connection with any redemption or termination or
liquidation of the Trust shall be reimbursed from proceeds received from the liquidation of the Trust Fund.


 


		Section 7.03	Additional Trust Termination Requirements.



 


(a)          Any
termination of the Trust in connection with the Clean-up Call or involving any other sale of assets of the Trust Fund prior to
the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund shall be effected in accordance with
the following additional requirements, unless the Securities Administrator and the Trustee receive an Opinion of Counsel (at the
expense of the party exercising any right of termination), addressed to the Securities Administrator and the Trustee to the effect
that the failure of the Trust to comply with the requirements of this Section 7.03 will not result in an Adverse REMIC Event:


 


(i)          Within
eighty-nine (89) days prior to the time of the making of the final payment on the Certificates, upon notification that a party
intends to exercise its option to cause the termination of the Trust and the Trust Fund, the Trustee, at the direction of the Securities
Administrator, shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of
a qualified liquidation under the REMIC Provisions, in the form prepared and provided by the party exercising its termination right
in connection with a Clean-up Call or by the Depositor in connection with any other termination of the Trust Fund;


 


(ii)         Any
sale of the Mortgage Loans upon the exercise of a Clean-up Call shall be a sale for cash and shall occur at or after the time of
adoption of such a plan of complete liquidation and prior to the time of making of the final payment on or credit to the Certificates,
and upon the closing of such a sale, the Trustee shall deliver or cause the Custodian to deliver the Mortgage Loans to the purchaser
thereof as instructed by the party exercising the Clean-up Call;


 


(iii)        On
the date specified for final payment of the Certificates, the Securities Administrator shall make final distributions of principal
and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for payment of any outstanding
expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on
hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at
that time; and


 


(iv)        In
no event may the final payment on or credit to the Certificates or the final distribution or credit to the Holders of the Residual
Certificates be made after the eighty-ninth (89th) day from the date on which the plan of complete liquidation is adopted.


 




    	 	- 106 -	 



     


    

 


(b)          By
its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted
by the Trustee at the direction of the Securities Administrator under this Section and to take such other action in connection
therewith as may be reasonably requested by the Securities Administrator or the Servicers.


 


Article
VIII


 


RIGHTS OF CERTIFICATEHOLDERS


 


		Section 8.01	Limitation on Rights of Holders.



 


(a)          The
death, bankruptcy or incapacity of any Certificateholder shall not operate to terminate this Agreement, the Trust or the Trust
Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust and this Trust Fund, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of
its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the Trustee, the Master Servicer,
the Securities Administrator or the operation and management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


 


(b)          No
Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue of or by availing itself
of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of an Event of Default and of
the continuance thereof, as hereinbefore provided, and unless, except as otherwise specified herein, the Holders of Certificates
evidencing not less than 25% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates of
each Class affected thereby shall have made written request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction
inconsistent with such written request has been given such Trustee during such 60- day period by such Certificateholders; it being
understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder, the Securities
Administrator and the Trustee, that no one (1) or more Holders of Certificates shall have any right in any manner whatever by virtue
of or by availing itself of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.


 




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		Section 8.02	Confidentiality of Holders.



 


The identity of each
Certificateholder shall be kept confidential by the Certificate Registrar, the Securities Administrator and the Trustee unless
such Certificateholder directs the Certificate Registrar, the Securities Administrator or the Trustee to release the identity of
its ownership to the other Certificateholders pursuant to Section 3.02(c) or except to the extent that such disclosure is necessary
to establish that a Certificate is in registered form under Section 5f.103-1(c) of the U.S. Department of Treasury regulations
or is required by law by any regulatory or administrative authority in order to avoid withholding taxes or otherwise.


 


		Section 8.03	Acts of Holders of Certificates.



 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Holders or Certificate Owners, if the Holder is a Clearing Agency, may be embodied in and evidenced by one (1) or more instruments
of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee
and the Securities Administrator and, where expressly required herein, to the Master Servicer. Such instrument or instruments (as
the action embodies therein and evidenced thereby) are herein sometimes referred to as an “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agents shall be sufficient
for any purpose of this Agreement and conclusive in favor of the Trustee, the Securities Administrator and the Master Servicer,
if made in the manner provided in this Section. Each of the Trustee, the Securities Administrator and the Master Servicer shall
promptly notify the others of receipt of any such instrument by it, and shall promptly forward a copy of such instrument to the
others.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments or deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by
an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit
shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any other manner which the Trustee or the Securities
Administrator deems sufficient.


 


(c)          The
ownership of Certificates (whether or not such Certificates shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee) shall be proved by the Certificate Register, and none of the Trustee, the
Securities Administrator, the Master Servicer or the Depositor shall be affected by any notice to the contrary.


 


(d)          Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Securities
Administrator or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 




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Article
IX


 


ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS BY THE MASTER SERVICER


 


		Section 9.01	Duties of the Master Servicer; Enforcement of Servicing
Administrator’s, Servicer’s and Master Servicer’s Obligations.



 


(a)          The
Master Servicer, on behalf of the Trustee and the Trust shall, from and after the Closing Date, monitor the performance of the
Servicing Administrator and the Servicers under the applicable Servicing Agreement. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
consult with the Servicing Administrator and the Servicers as necessary from time to time to carry out the Master Servicer’s
obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by the
Servicing Administrator and the Servicers and shall enforce the obligation of the Servicing Administrator and the Servicers to
duly and punctually perform and observe the covenants, duties, obligations and conditions to be performed or observed by the Servicing
Administrator and the Servicers under this Agreement or the Servicing Agreements, as applicable. The Master Servicer shall independently
and separately monitor the Servicing Administrator’s and each Servicer’s servicing activities with respect to each
related Mortgage Loan in respect of the provisions of this Agreement or the related Servicing Agreement, as applicable, reconcile
the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage
Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer
shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate
corrective adjustments to the records of the Servicing Administrator or the Servicers and the Master Servicer, and based on such
reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall
be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements
required to be forwarded by the Master Servicer hereunder; provided neither the Master Servicer nor the Securities Administrator
shall be responsible to calculate or verify the portion of the Servicing Fees payable to the Servicers or the other amounts specified
in Section 6.12. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of
the Servicing Administrator and the Servicers to the Distribution Account pursuant to this Agreement or the Servicing Agreements,
as applicable. In its review of the activities of the Servicing Administrator and the Servicers, the Master Servicer may rely upon
an Officer’s Certificate of the Servicing Administrator or the applicable Servicer (or similar document signed by an officer
of the Servicing Administrator or such Servicer). The Master Servicer may also rely upon the applicable Servicer’s Assessment
of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant
to the applicable Servicing Agreement with regard to the Servicer’s compliance with the terms of the applicable Servicing
Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-day servicing activities
of the Servicing Administrator or the Servicers or for any unlawful act or omission, breach, negligence, fraud, willful misconduct
or bad faith of the Servicing Administrator or the Servicers.


 




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(b)          Upon
the occurrence of an event that, unless cured, would constitute grounds for termination of the Servicing Administrator or a Servicer
under the applicable Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and
shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such
event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests
of Certificateholders, (i) terminate all of the rights and powers of the Servicing Administrator or such Servicer pursuant to the
applicable provisions of this Agreement or the applicable Servicing Agreement, as applicable; (ii) exercise any rights it may have
to enforce the applicable Servicing Agreement against the Servicing Administrator or the Servicers, as applicable; and/or (iii)
waive any such default under this Agreement or the related Servicing Agreement, as applicable, or take any other action with respect
to such default as is permitted hereunder or thereunder. Notwithstanding the immediately preceding sentence, if the event of default
is the failure of the Servicing Administrator or a Servicer to remit any payment required to be made under the terms of this Agreement
or the applicable Servicing Agreement, as applicable, and such failure continues unremedied for the duration of the applicable
grace period, then the Master Servicer shall terminate all of the rights and powers of the Servicing Administrator or such Servicer,
as applicable, pursuant to the applicable provisions of this Agreement or the related Servicing Agreement, as applicable, unless
any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of any other event
of default by the Servicing Administrator or a Servicer, the Master Servicer may, at its option, terminate all of the rights and
powers of the Servicing Administrator or a Servicer pursuant to the applicable Servicing Agreement unless such a waiver has been
obtained. Any Servicing Transfer Costs incurred by the Master Servicer or any successor servicer in connection with any termination
of a Servicer or the Servicing Administrator or the appointment of a successor to a Servicer or Servicing Administrator, to the
extent not promptly reimbursed by the terminated Servicer or Servicing Administrator, shall be paid to the Master Servicer or successor
servicer, as applicable, as Extraordinary Trust Expenses without regard to the annual cap with respect thereto.


 


(c)          Upon
any termination by the Master Servicer of the rights and powers of the Servicing Administrator and/or a Servicer pursuant to the
applicable Servicing Agreement, the rights and powers of the Servicing Administrator and/or such Servicer, as applicable, with
respect to the related Mortgage Loans shall vest in a successor servicer appointed by the Master Servicer (which successor servicer
may be the Master Servicer) with the consent of the Trustee (and, in the case of Cenlar (unless the Servicing Administrator is
also being terminated) with the consent of the Servicing Administrator), such consent in each case not to be unreasonably withheld,
and such successor servicer shall be the successor in all respects to the Servicing Administrator and/or such Servicer, as applicable,
in its capacity as Servicing Administrator or Servicer, as applicable, with respect to such Mortgage Loans under such Servicing
Agreement; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions
of the applicable Servicing Agreement, such successor servicer shall be (i) a Fannie Mae- or Freddie Mac-approved Person that is
a member in good standing of MERS and (ii) have a net worth of at least $15,000,000; provided, further, that it is understood
and agreed by the parties hereto that there will be a period of transition (not to exceed one hundred eighty (180) days) before
the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including,
as applicable, the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized
under this Section 9.01(c), unless the successor servicer or successor servicing administrator shall have assumed the obligations
of the terminated Servicing Administrator and/or a Servicer or under the applicable Servicing Agreement, the Master Servicer, the
Trustee and such successor servicing administrator and/or successor servicer shall enter into a servicing agreement in a form substantially
similar to the servicing provisions of the applicable Servicing Agreement or into an agreement with such successor servicing administrator,
as applicable, in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer
may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such
successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor
servicer in excess of that permitted to a Servicer under this Agreement or the Servicing Agreements, as applicable, if such increase
is, in its good faith judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary,
in no event shall the Master Servicer be liable for the Servicing Fees or for any differential between the amount of the Servicing
Fees paid to the original servicer and the amount necessary to induce any successor to a Servicer to act as successor to such Servicer
hereunder. To the extent a successor to a Servicer assumes the obligations of the terminated Servicing Administrator or Servicer
under the applicable Servicing Agreement, the Master Servicer may amend the applicable Servicing Agreement to effect such change
to the Servicing Fees without the consent of the Certificateholders.


 




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The Master Servicer
or the successor servicer, as applicable, shall pay any Servicing Transfer Costs incurred by it in connection with the termination
of the Servicing Administrator or a Servicer, the appointment of a successor servicer or successor servicing administrator or the
transfer and assumption of the servicing or the servicing administration at its own expense and shall be reimbursed therefor (i)
by the terminated Servicing Administrator or such Servicer, (ii) from a general recovery resulting from such enforcement only to
the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific
recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the
extent that such amounts described in (i)-(iii) above are not received by the Master Servicer or successor servicer, as applicable,
within thirty (30) days of its request for reimbursement therefor, from the Trust Fund, as provided in Section 9.04. To the extent
the Master Servicer or successor servicer, as applicable, recovers amounts described in (i)-(iii) above subsequent to its reimbursement
from the Trust Fund pursuant to (iv) above, then the Master Servicer or such successor servicer, as applicable, promptly will reimburse
such amounts to the Trust Fund.


 


If the Master
Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability
for the representations and warranties of the Servicing Administrator or a Servicer being replaced or for the errors or omissions
of the Servicing Administrator or such Servicer.


 


(d)          Upon
any termination of the rights and powers of the Servicing Administrator or a Servicer pursuant to this Agreement or the related
Servicing Agreement, as applicable, the Master Servicer shall promptly notify the Trustee, the Securities Administrator and each
Rating Agency through the Rule 17g-5 Information Provider, specifying in such notice that the Master Servicer or any successor
servicer or successor servicing administrator, as the case may be, has succeeded the Servicing Administrator or a Servicer under
this Agreement or the applicable Servicing Agreement, as applicable, which notice shall also specify the name and address of any
such successor servicer or successor servicing administrator.


 


(e)          For
the avoidance of doubt, to the extent the rights and powers of the Servicing Administrator are terminated and/or transferred in
accordance with this Agreement, the related Servicing Rights shall transfer to the Person that succeeds the Servicing Administrator
hereunder.


 




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		Section 9.02	Assumption of Master Servicing by Trustee.



 


(a)          In
the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default
under this Agreement), the Trustee shall thereupon, in accordance with the terms of Section 6.14 hereof, assume all of the rights
and obligations of such Master Servicer hereunder and under the applicable Servicing Agreement entered into with respect to the
Mortgage Loans or shall appoint as successor master servicer a Fannie Mae or Freddie Mac-approved servicer that is acceptable to
the Depositor and each Rating Agency. The Trustee, its designee or any successor master servicer appointed by the Trustee shall
be deemed to have assumed all of the replaced Master Servicer’s interest herein and, with respect to the applicable Servicing
Agreement, shall be deemed to have assumed all of the replaced Master Servicer's interest therein to the same extent as if the
applicable Servicing Agreement had been assigned to the assuming party; provided that the replaced Master Servicer shall
not thereby be relieved of any liability or obligations of such replaced Master Servicer pursuant to this Agreement or the related
Servicing Agreement, as applicable, accruing prior to its replacement as Master Servicer, and shall be liable to the Trustee or
any successor master servicer therefor, and hereby agrees to indemnify and hold harmless the Trustee or any successor master servicer
from and against all costs, damages, expenses and liabilities (including reasonable attorneys’ fees) incurred by the Trustee
or any successor master servicer as a result of such liability or obligations of the replaced Master Servicer and in connection
with the Trustee’s or such successor master servicer’s assumption (but not its performance, except to the extent that
costs or liability of the Trustee or any successor master servicer are created or increased as a result of negligent or wrongful
acts or omissions of the replaced Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations,
duties or responsibilities thereunder.


 


(b)          The
replaced Master Servicer shall, upon request of the Trustee but at the expense of such replaced Master Servicer, deliver to the
assuming party all of such replaced Master Servicer’s documents and records relating to the servicing by the Servicing Administrator
and the applicable Servicer under the related Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected
and held by it, and shall otherwise use its best efforts to effect the orderly and efficient transfer of the Master Servicer’s
rights, obligations and duties under each applicable Servicing Agreement to the successor master servicer.


 


		Section 9.03	Representations, Warranties and Covenants of the Master
Servicer.



 


(a)          The
Master Servicer hereby represents and warrants to the Depositor, the Securities Administrator (to the extent that the Master Servicer
and the Securities Administrator are not the same Person) and the Trustee, for the benefit of the Trust and the Certificateholders,
as of the Closing Date that:


 


(i)          it
is validly existing and in good standing under the laws of the United States of America as a national banking association, and
as Master Servicer has full power and authority to transact any and all business contemplated by this Agreement and to execute,
deliver and comply with its obligations under the terms of this Agreement, the execution, delivery and performance of which have
been duly authorized by all necessary corporate action on the part of the Master Servicer;


 


(ii)         the
execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement
will not (A) violate the Master Servicer’s charter or bylaws, (B) violate any law or regulation or any administrative decree
or order to which it is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer
is a party or by which it is bound or to which any of its assets are subject, which violation, default or breach would materially
and adversely affect the Master Servicer’s ability to perform its obligations under this Agreement;


 




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(iii)        this
Agreement constitutes, assuming due authorization, execution and delivery hereof by the other respective parties hereto, a legal,
valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’
rights in general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity
or at law);


 


(iv)        the
Master Servicer is not in default with respect to any order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency to the extent that any such default would materially and adversely affect its performance hereunder;


 


(v)         the
Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect
its ability as Master Servicer to perform its obligations under this Agreement or that requires the consent of any third person
to the execution of this Agreement or the performance by the Master Servicer of its obligations under this Agreement;


 


(vi)        no
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations under this Agreement;


 


(vii)       the
Master Servicer, or an affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans,
is a Fannie Mae- or Freddie Mac-approved seller/servicer;


 


(viii)      no
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement, except such consents, approvals, authorizations and orders (if any) as have been obtained; and


 


(ix)         the
consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer.


 


(b)          It
is understood and agreed that the representations and warranties set forth in this Section shall survive the execution and delivery
of this Agreement. The Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master
Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages,
penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim,
demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations
and warranties contained in Section 9.03(a) or from the negligence, bad faith or willful misconduct of the Master Servicer in the
performance of its duties under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master
Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this
Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator
and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination
of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement.


 




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Any cause of action
against the Master Servicer relating to or arising out of the breach of any representation or warranty made in this Section 9.03(b)
shall accrue upon actual knowledge of such breach by a Responsible Officer of either the Depositor, the Master Servicer or the
Trustee or written notice thereof by any one of such parties to the other parties.


 


The Master Servicer
shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended
to be issued hereunder.


 


(c)          The
Master Servicer covenants and agrees that it shall not hold or purchase any Certificate if its holding or purchase of such Certificate
(or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust or the Trust Fund on
its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”).
The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein)
that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate
any assets of the Trust on its financial statements.


 


If the Master Servicer's
holding or purchase of a Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee
that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of
such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate
(or interest therein) in violation of the restrictions in this Section 9.03(c) and to the extent that the retroactive restoration
of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or
unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate,
to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator
may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the
Securities Administrator. The proceeds of such sale, net of the commissions (which may include commissions payable to the Securities
Administrator or its affiliates), expenses and taxes due, if any, shall be remitted by the Securities Administrator to the Master
Servicer. The terms and conditions of any sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities
Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of
such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust from and against any and all
losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer
resulting in a Consolidation.


 


(d)          The
Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this Agreement to
an insured depository institution, as such term is defined in the Federal Deposit Insurance Act (an “insured depository institution”,
and any such insured depository institution in such capacity, a “master servicer transferee”) unless the Master Servicer
shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and
duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust or the Trust Fund on
its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such
master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition
of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify
and hold harmless the Master Servicer, the Depositor and the Trust from and against any and all losses, liabilities, claims, costs
or expenses incurred by such parties as a result of such acquisition.


 




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		Section 9.04	Compensation to the Master Servicer.



 


The Master Servicer
shall be entitled to be paid or reimbursed from the Trust Fund, and shall either retain or withdraw from the Distribution Account,
(i) its Master Servicing Fee with respect to each Distribution Date, (ii) all amounts necessary to reimburse itself for any previously
unreimbursed Advances and Nonrecoverable Advances made by the Master Servicer prior to the Master Servicer becoming the successor
servicer, in accordance with the definition of “Available Distribution Amount” and (iii) in accordance with Section
9.01(b), all Servicing Transfer Costs, which Servicing Transfer Costs shall not be subject to the Annual Cap, and (iv) any other
costs incurred by the Master Servicer for which it is entitled to be reimbursed hereunder, subject to the limitation set forth
in the definition of Annual Cap. Except as otherwise provided in this Agreement, including this Section 9.04, the Master Servicer
shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement
therefor except as provided in this Agreement.


 


		Section 9.05	Merger or Consolidation.



 


Any Person into which
the Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or
consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business of the Master Servicer, shall
be the successor to the Master Servicer hereunder, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
resulting Person to the Master Servicer or any Affiliate thereof whose primary business is the servicing of conventional residential
mortgage loans shall be a Person that shall be qualified and approved to service mortgage loans for Fannie Mae or Freddie Mac and
shall have a net worth of not less than $15,000,000.


 


		Section 9.06	Resignation of Master Servicer.



 


Except as otherwise
provided in Sections 9.05 and 9.07 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed
on it unless the Master Servicer’s duties hereunder are no longer permissible under applicable law and such incapacity cannot
be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
that shall be Independent to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee
shall have assumed, or a successor master servicer shall have been appointed by the Trustee and until such successor shall have
assumed, the Master Servicer’s responsibilities and obligations under this Agreement. Notice of such resignation shall be
given promptly by the Master Servicer to the Depositor and the Trustee.


 


If, at any time, the
Master Servicer resigns under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed
as Master Servicer pursuant to Section 6.14, then at such time Wells Fargo Bank, N.A. also shall resign (and shall be entitled
to resign) as Securities Administrator, Paying Agent, Authenticating Agent, Rule 17g-5 Information Provider and Certificate Registrar
under this Agreement. In such event, the obligations of each such party shall be assumed by the Trustee or such successor master
servicer appointed by the Trustee (subject to the provisions of Section 9.02(a)); provided that such successor master servicer
and the Trustee shall be permitted to retain one or more other parties to assume such additional capacities and the duties related
thereto.


 




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Section 9.07         Assignment
or Delegation of Duties by the Master Servicer.


 


Except as expressly
provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other
Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or
obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the
right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), to delegate
or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any duties, covenants or
obligations to be performed and carried out by the Master Servicer hereunder. Notice of such permitted assignment shall be given
promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master
Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fee and other compensation payable
to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer. Such successor master servicer
shall also pay the fees of the Securities Administrator, as provided herein, and of the Custodian, as provided in the Custodial
Agreement.


 


Section 9.08         Limitation
on Liability of the Master Servicer and Others.


 


Neither the Master
Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Trust,
the Trustee or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer
or any such person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence
in its performance of its duties. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely
in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising
hereunder. The Master Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental
to its duties to master service the Mortgage Loans in accordance with this Agreement and that in its opinion may involve it in
any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action
that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
out of the Distribution Account.


 


Section 9.09         Indemnification;
Third-Party Claims.


 


The Master Servicer
agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator
are not the same Person), the Trust and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the
Securities Administrator, the Trust or the Trustee may sustain as a result of the Master Servicer’s willful misconduct, bad
faith or negligence in the performance of its duties hereunder, including its failure to deliver the annual statements of compliance
and attestations required pursuant to Sections 9.11, 9.12 and 9.13, or by reason of its reckless disregard for its obligations
and duties under this Agreement. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities
Administrator are not the same Person), the Trust and the Trustee shall immediately notify the Master Servicer if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to
the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification
under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim.


 




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Section 9.10         Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy.


 


The Master Servicer,
at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering
errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance
policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or
trustees.


 


Section 9.11         Annual
Statements of Compliance.


 


(a)          The
Master Servicer and the Securities Administrator shall deliver or otherwise make available to the Depositor, the Trustee and the
Securities Administrator on or before March 30 of each year, commencing in March 2016, an Officer’s Certificate (an “Item
1123 Certificate”) stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding
calendar year or portion thereof and of such party’s performance under this Agreement has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations
under this Agreement in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
Promptly after receipt of each such Item 1123 Certificate, the Depositor shall review such Item 1123 Certificate and, if applicable,
consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such
party’s obligations hereunder.


 


(b)          In
the event the Master Servicer or the Securities Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide an Item 1123 Certificate pursuant to this Section 9.11 or as required under such other applicable agreement,
as the case may be, notwithstanding any such termination, assignment or resignation.


 


(c)          The
Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the applicable Servicing Agreement, to
deliver to the Depositor an Item 1123 Certificate.


 


Section 9.12         Annual
Assessments of Compliance.


 


(a)          On
or before March 30 of each calendar year, commencing in March 2016, each of the Master Servicer and the Securities Administrator,
at its own expense, shall furnish or otherwise make available, to the Securities Administrator, the Trustee and the Depositor,
a report on an assessment of compliance with the Relevant Servicing Criteria (an “Assessment of Compliance”) that contains
(A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s
Assessment of Compliance with the Relevant Servicing Criteria as of and for the related fiscal year, including, if there has been
any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and
status thereof, and (D) a statement that a registered public accounting firm has issued an Accountant’s Attestation on such
party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period.


 




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(b)          [Reserved].


 


(c)          Promptly
after receipt of each Assessment of Compliance, (i) the Depositor shall review each such report and, if applicable, consult with
the Master Servicer and the Securities Administrator, as applicable, as to the nature of any material instance of noncompliance
with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the Assessments
of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit H hereto and
notify the Depositor of any exceptions.


 


(d)          In
the event the Master Servicer or the Securities Administrator is terminated, assigns its rights and obligations under or resigns
pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide an Assessment
of Compliance pursuant to this Section 9.12, or to such other applicable agreement, notwithstanding any termination, assignment
or resignation.


 


(e)          The
Master Servicer shall enforce any obligation of the Servicers to the extent set forth in this Agreement or the applicable Servicing
Agreement to deliver to the Master Servicer an Assessment of Compliance within the time frame set forth in, and in such form and
substance as may be required pursuant to, this Agreement or the related Servicing Agreement, as applicable. The Master Servicer
shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted
to the Securities Administrator pursuant to this Section.


 


Section 9.13         Accountant’s
Attestation.


 


(a)          On
or before March 30 of each calendar year, commencing in 2016, each of the Master Servicer and the Securities Administrator, at
its own expense, shall cause a registered public accounting firm (which may also render other services to the Master Servicer and
the Securities Administrator, as applicable) and that is a member of the American Institute of Certified Public Accountants to
furnish a report (the “Accountant’s Attestation”) to the Securities Administrator and to the Depositor, to the
effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an
assertion that such party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion
as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or
it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria.
In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why
it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.


 




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(b)          Promptly
after receipt of each Accountant’s Attestation from the Master Servicer and the Securities Administrator, (i) the Depositor
shall review such report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the
fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement and (ii) the Securities
Administrator shall confirm that each Assessment of Compliance is coupled with an Accountant’s Attestation meeting the requirements
of this Section and notify the Depositor of any exceptions.


 


(c)          The
Master Servicer shall include each Accountant’s Attestation furnished to it by the Servicers with its own Accountant’s
Attestation to be submitted to the Securities Administrator pursuant to this Section.


 


(d)          In
the event the Master Servicer or the Securities Administrator is terminated, assigns its rights and duties under, or resigns pursuant
to the terms of, this Agreement, such party shall at its own expense cause a registered public accounting firm to provide an Accountant’s
Attestation pursuant to this Section 9.13, or other applicable agreement, notwithstanding any such termination, assignment or resignation.


 


(e)          The
Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in this Agreement and the related Servicing
Agreement, as applicable, to deliver to the Master Servicer an Assessment of Compliance within the timeframe set forth in, and
in such form and substance as may be required pursuant to, this Agreement or such Servicing Agreement, as applicable.


 


Article
X



REMIC ADMINISTRATION


 


Section 10.01         REMIC
Administration.


 


(a)          REMIC
elections as set forth in the Preliminary Statement to this Agreement shall be made by the Trustee at the direction of the Securities
Administrator on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as
designated in the Preliminary Statement to this Agreement.


 


(b)          The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the
Code. The “latest possible maturity date” for each REMIC for purposes of Treasury Regulation 1.860G-1(a)(4) will be
the Latest Possible Maturity Date.


 


(c)          The
Securities Administrator shall represent the Trust in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax-related expenses
(not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative
or judicial proceedings with respect to such REMIC that involve the Internal Revenue Service or state tax authorities, but only
to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable
to the negligence or willful misconduct of the Securities Administrator in fulfilling its duties hereunder (including its duties
as tax return preparer). The Securities Administrator shall be entitled to reimbursement of expenses of any such litigation described
in clause (i) above from the Distribution Account; provided, however, the Securities Administrator shall not be entitled
to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports required under Section
6.20 and this Section.


 




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(d)          The
Securities Administrator shall prepare and file, and the Trustee shall sign, all of each REMIC’s federal and appropriate
state tax and information returns as such REMIC’s direct representative. The Trustee shall, however, be entitled to conclusively
rely on such tax and information returns and shall have no duty to review or monitor any returns prepared by the Securities Administrator.
The expenses of preparing and filing such returns shall be borne by the Securities Administrator. In preparing such returns, the
Securities Administrator shall: (i) treat the accrual period for interests in the Lower-Tier REMIC as the calendar month; (ii)
account for distributions made from the Lower-Tier REMIC as made on the first (1st) day of each succeeding calendar
month; (iii) use the aggregation method provided in Treasury Regulation section 1.1275-2(c) for calculating the income of the Lower-Tier
REMICs; and (iv) account for income and expenses related to the Lower-Tier REMIC in the manner resulting in the lowest amount of
excess inclusion income possible accruing to the Holder of the residual interest in the Lower-Tier REMIC.


 


(e)          The
Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that
are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions,
or other such guidance, the Securities Administrator shall provide (i) to the Treasury or other governmental authority such information
as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or
organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii)
to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports
as are required by the Code or REMIC Provisions.


 


(f)          The
Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall, to the extent within their actual
knowledge and control, take such actions as may be necessary to maintain the status of each REMIC as a REMIC under the REMIC Provisions
and shall assist each other as necessary to maintain such status. None of the Trustee, the Securities Administrator, the Master
Servicer or the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail
to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be,
could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an
Opinion of Counsel (at the expense of the party seeking to take such action or not to take such action) to the effect that the
contemplated action (or inaction, as the case may be) will not cause an Adverse REMIC Event. In addition, prior to taking any action
with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under
the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator,
the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action
as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event
could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition
of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any
such action without the written consent of the other Residual Certificateholders. The Trustee, the Securities Administrator and
the Master Servicer may consult with counsel (and conclusively rely upon the advice of such counsel) to make such written advice,
and the cost of the same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but
in no event shall such cost be an expense of the Trustee, Securities Administrator or the Master Servicer.


 




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(g)          Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Securities Administrator or the Paying
Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual
Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and
shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be.


 


(h)          The
Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar
year and on an accrual basis.


 


(i)          No
additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement.


 


(j)          None
of the Trust, the Trustee, the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC
will receive a fee or other compensation for services.


 


(k)          None
of the Trust, the Trustee, the Securities Administrator nor the Master Servicer shall permit the creation of any “interests”
in any REMIC within the meaning of Section 860D(a)(2) of the Code, other than the regular interests and residual interests specified
in the Preliminary Statement to this Agreement.


 


(l)          To
the extent required, the Holder with the largest Percentage Interest of the Class LT-R Certificate is hereby designated as Tax
Matters Person with respect to the Lower-Tier REMIC and such Holder shall be deemed by the acceptance of its Certificate to have
appointed the Securities Administrator to act as its agent to perform the duties of the Tax Matters Person for such REMIC. To the
extent required, the Holder with the largest Percentage Interest of the Class R Certificate is hereby designated as Tax Matters
Person with respect the Upper-Tier REMIC and such Holder shall be deemed by the acceptance of its Certificate to have appointed
the Securities Administrator to act as its agent to perform the duties of the Tax Matters Person for each such REMIC.


 


Section 10.02         Prohibited
Transactions and Activities.


 


None of the Depositor,
the Master Servicer, the Trust or the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a
disposition pursuant to (i) the default, imminent default or foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust,
(iii) the termination of each REMIC pursuant to Article VII of this Agreement, (iv) a repurchase of Mortgage Loans pursuant to
Article II of this Agreement or (v) a sale of a Mortgage Loan to a governmental entity acquiring such Mortgage Loan through the
exercise of its power of eminent domain pursuant to Section 2.09 of this Agreement, nor acquire any assets for any REMIC, nor sell
or dispose of any investments in the Distribution Account for gain, nor accept any contributions to any REMIC after the Closing
Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution)
that such disposition, acquisition, substitution, or acceptance will not (a) result in an Adverse REMIC Event, (b) adversely affect
the distribution of interest or principal on the Certificates or (c) result in the encumbrance of the assets transferred or assigned
to the Trust Fund (except pursuant to the provisions of this Agreement). In no event shall the Trust incur additional secured or
unsecured debt.


 




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Section 10.03         Indemnification
With Respect to Prohibited Transactions or Loss of REMIC Status.


 


Upon the occurrence
of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its
duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the
Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall
be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee, the Servicing Administrator,
the Servicers, the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of
the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding
the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any action
or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement or under the applicable Servicing Agreement, (2) for any Losses other than arising out of malfeasance,
willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties
and obligations set forth herein and (3) for any special, indirect, punitive or consequential damages to Certificateholders of
the related Residual Certificate (in addition to payment of principal and interest on the Certificates).


 


Section 10.04         REO
Property.


 


(a)          Notwithstanding
any other provision of this Agreement, the Master Servicer, acting on behalf of the Trust and the Trustee hereunder, shall not,
except to the extent provided in the applicable Servicing Agreement, knowingly permit the Servicers to rent, lease, or otherwise
earn income on behalf of any REMIC with respect to any REO Property which might cause an Adverse REMIC Event unless such Servicer
has provided to the Trustee and the Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions,
such action would not result in an Adverse REMIC Event.


 


(b)          The
Depositor shall, or shall cause the applicable Servicer (to the extent provided in the related Servicing Agreement) to, dispose
of any REO Property prior to the close of the third (3rd) calendar year following the year of its acquisition by the
Trust Fund unless the Depositor or the applicable Servicer (on behalf of the Trust Fund) has received an extension from the Internal
Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state
law, the REMIC may hold REO Property for a longer period without causing an Adverse REMIC Event. If such an extension has been
received, then the Depositor, acting on behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue
to attempt to sell the REO Property for its fair market value for such longer period as such extension permits (the “Extended
Period”). If such an extension has not been received and the Depositor or the applicable Servicer, acting on behalf of the
Trust Fund hereunder, is unable to sell the REO Property within three (3) months prior to the close of the third (3rd)
calendar year following the year of its acquisition by the Trust Fund, or if such an extension has been received and the Depositor
or the applicable Servicer is unable to sell the REO Property within the period ending three (3) months before the close of the
Extended Period, the Depositor shall cause the applicable Servicer, before the end of the initial period or the Extended Period,
as applicable, to auction the REO Property to the highest bidder (which may be such Servicer) in an auction reasonably designed
to produce a fair price prior to the expiration of the initial period or the Extended Period, as the case may be.


 




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Article
XI



MISCELLANEOUS PROVISIONS


 


Section 11.01         Binding
Nature of Agreement; Assignment.


 


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


Section 11.02         Entire
Agreement.


 


This Agreement contains
the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior
and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance
and/or usage of the trade inconsistent with any of the terms hereof.


 


Section 11.03         Amendment.


 


(a)          This
Agreement may be amended from time to time by written agreement between the Depositor, the Master Servicer, the Securities Administrator
and the Trustee, without notice to or the consent of any of the Holders, (i) to cure any ambiguity or mistake, (ii) to cause the
provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to the Certificates,
the Trust, the Trust Fund or this Agreement in the Offering Memorandum, or to correct or supplement any provision herein which
may be inconsistent with any other provisions herein or with the provisions of the applicable Servicing Agreement, (iii) to make
any other provisions with respect to matters or questions arising under this Agreement, (iv) to add, delete, or amend any provisions
to the extent necessary or desirable to comply with any requirements imposed by the Code and the REMIC Provisions, (v) if necessary
in order to avoid a violation of any applicable law or regulation or (vi) to change the reporting obligations of the Master Servicer,
with the consent of the Master Servicer. No such amendment effected pursuant to the preceding sentence shall, as evidenced by an
Opinion of Counsel, result in an Adverse REMIC Event or Adverse Grantor Trust Event, nor shall such amendment effected pursuant
to clause (iii) of such sentence, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests
of any Holder. Prior to entering into any amendment without the consent of Holders pursuant to this paragraph, the Trustee and
the Securities Administrator shall be provided with an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that such amendment is permitted under this Agreement and, with respect to an amendment effected pursuant to clause
(v) above, to the effect that such amendment is necessary in order to avoid a violation of such applicable law or regulation.


 


(b)          This
Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee,
with the consent of the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage
Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders; provided,
however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel,
at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust
Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder
of such Certificate or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage
Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent
of the Holders of 100% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates
affected thereby. For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to
include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners.


 




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(c)          Promptly
after the execution of any such amendment, the Trustee shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and each Rating Agency through the Rule 17g-5 Information Provider. The Securities Administrator and
the Certificate Registrar shall cooperate with the Trustee in connection with the Trustee's obligations under this Section 11.03.


 


(d)          It
shall not be necessary for the consent of Holders under this Section 11.03 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Holders shall be subject to such reasonable regulations as the Trustee may prescribe.


 


(e)          Notwithstanding
anything to the contrary in any Servicing Agreement, the Trustee will not consent to any amendment of any Servicing Agreement except
pursuant to the standards provided in this Section with respect to amendment of this Agreement. In addition, none of the Trustee,
the Master Servicer, the Securities Administrator or the Depositor shall consent to any amendment to the Servicing Agreements unless
prior written notice of the substance of such amendment has been delivered to each Rating Agency through the Rule 17g-5 Information
Provider.


 


(f)          Prior
to the execution of any amendment to this Agreement, each of the Trustee and the Securities Administrator shall be entitled to
receive and conclusively rely on an Opinion of Counsel (at the expense of the Person seeking such amendment) stating that the execution
of such amendment is authorized and permitted by this Agreement. The Trustee and the Securities Administrator may, but shall not
be obligated to, enter into any such amendment which affects the Trustee’s or the Securities Administrator’s own rights,
duties or immunities under this Agreement.


 


(g)          Any
costs incurred, and any reasonable fee charged, by any of the Trustee, the Master Servicer or the Securities Administrator in connection
with the execution of any amendment entered into (i) at the request of a third party, shall be paid by such requesting party or,
if such party fails to pay such costs, by the Trust Fund and (ii) at the request of Trustee, the Master Servicer or the Securities
Administrator for the benefit of the Trust Fund, shall be paid from the Trust Fund, promptly upon invoice therefor, in each case
subject to the annual expense limits as described in the definition of Extraordinary Trust Expenses.


 


Section 11.04         Voting
Rights.


 


The Voting Rights of
Subordinate Certificates held by the Sponsor or an affiliate will not be included in determining Directing Holders to the extent
any legal action in respect of a breach is being considered against the Sponsor. Notwithstanding anything in this Agreement to
the contrary, so long as the Sponsor and its affiliates is a Directing Holder, the Trustee shall give notice to all Certificateholders
of any enforcement action being taken against any Originator at the direction of such Directing Holder at least five (5) Business
Days prior to taking such action, and shall not take such action if so directed by 66-2/3% or more of the aggregate voting interests
of the Senior Certificates within five (5) Business Days after delivery of such notice; provided that the Trustee shall
not be required to take any such action or provide any such notice unless the costs of the Trustee in connection with the additional
required notices and actions are paid for by the such Directing Holder.


 




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Section 11.05         Provision
of Information.


 


(a)          Upon
the request of any Certificateholder, the Securities Administrator shall promptly furnish to such Certificateholder or to a prospective
purchaser of any Certificate designated by such Certificateholder, as the case may be, any Rule 144A Information requested by such
Certificateholder. The Securities Administrator shall cooperate with the Depositor in mailing or otherwise distributing (at the
Depositor's expense) to such Certificateholders or prospective purchasers, the Rule 144A Information prepared and provided by the
Depositor; provided that the Securities Administrator shall be entitled to affix thereto or enclose therewith such disclaimers
as the Securities Administrator shall deem reasonably appropriate, at its discretion (such as, for example, a disclaimer that such
Rule 144A Information was assembled by the Depositor and not by the Securities Administrator, that the Securities Administrator
has not reviewed or verified the accuracy thereof, and that it makes no representation as to the sufficiency of such information
under Rule 144A or for any other purpose).


 


(b)          On
each Distribution Date, the Securities Administrator shall deliver or cause to be delivered by first class mail or make available
on its website to the Depositor, Attention: Contract Finance, a copy of the report delivered to Certificateholders pursuant to
Section 4.02.


 


Section 11.06         Governing
Law; Waiver of Trial by Jury.


 


THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED,
HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS AGREEMENT ANY PROVISION OF THE LAWS (COMMON
OR STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS (OTHER THAN THE DELAWARE STATUTORY TRUST ACT) THAT RELATE TO OR REGULATE,
IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS
OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES
OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION
OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION
OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION
OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT
WITH THE LIMITATIONS OR AUTHORITIES AND POWERS OF ANY TRUSTEE NAMED HEREIN AS SET FORTH OR REFERENCED IN THIS AGREEMENT. FURTHERMORE,
SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.


 




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EACH PARTY HERETO HEREBY
WAIVES, AND EACH CERTIFICATEHOLDER BY VIRTUE OF ITS ACQUISITION OF ANY CERTIFICATE (OR BENEFICIAL INTEREST THEREIN) IS HEREBY DEEMED
TO WAIVE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS AGREEMENT OR ANY MORTGAGE DOCUMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS, AND EACH CERTIFICATEHOLDER
BY VIRTUE OF ITS ACQUISITION OF ANY CERTIFICATE (OR BENEFICIAL INTEREST THEREIN) IS HEREBY DEEMED TO AGREE AND CONSENT, THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.06 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO AND OF EACH CERTIFICATEHOLDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


Section 11.07         Notices.


 


(a)          All
demands, notices and communications required to be delivered to the Depositor, the Sponsor, the Trustee, the Master Servicer, the
Securities Administrator, the Servicing Administrator or the Certificate Registrar hereunder shall be in writing and shall be deemed
to have been duly given if (i) personally delivered, (ii) mailed by registered mail, postage prepaid, (iii) delivered by overnight
courier, or (iv) transmitted via email, telegraph or facsimile, in each instance at the address listed below, or such other address
as may hereafter be furnished by any party to the other parties in writing:


 


For posting by the Rule 17g-5 Information Provider:


 


rmbs17g5informationprovider@wellsfargo.com


 


In the case of the Depositor:


 


Oaks Funding LLC

540 Madison Ave.

New York, New York 10022

Attention: Darren Comisso

Email: dcomisso@oakcirclecapital.com


 


In the case of the Master Servicer and the Securities
Administrator:


 


Wells Fargo Bank, N.A.

P.O. Box 98

Columbia, Maryland 21046


 


(or, for overnight deliveries:

9062 Old Annapolis Road

Columbia, Maryland 21045)

Telephone number: (410) 884-2000

Facsimile number: (410) 715-2380

Attention: Client Manager – Oaks Mortgage Trust Series 2015-2


 




    	 	- 126 -	 



     


    

 


In the case of the Certificate Registrar:


 


Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Facsimile number: 1-866-614-1273

Attention: Corporate Trust Services – Oaks Mortgage Trust Series 2015-2


 


In the case of the Servicing Administrator:


 


Five Oaks Acquisition Corp.


540 Madison Ave.


New York, New York 10022


Telephone number: (212) 257-5072


Attention: Darren Comisso


Email: LoanOPS@oakcirclecapital.com


 


In the case of the Trustee:


 


Wilmington Savings Fund Society, FSB, d/b/a Christiana
Trust

500 Delaware Avenue, 11th Floor

Wilmington, DE 19801

Attention: Corporate Trust – Oaks Mortgage Trust Series 2015-2


 


Any such demand, notice
or communication shall be deemed to have been received on the date delivered to the premises of the addressee and (A) if delivered
by registered mail, overnight courier, or facsimile, as evidenced by the date noted on a return or confirmation of receipt and
(B) if delivered by electronic mail, when sent to the address specified above, provided no error or rejection message has been
received by the sender.


 


(b)          Notices
to any Certificateholder shall be deemed to be duly given by any party hereto (i) in the case of any Holder of a Definitive Certificate,
on the date mailed, first class postage prepaid, to the address of such Holder as included on the Certificate Register, or (ii)
in the case of any Book-Entry Certificate, on the date when such notice or communication is delivered to the Clearing Agency, it
being understood that the Clearing Agency shall give such notices and communications to the related underlying participants in
accordance with its applicable rules, regulations and procedures.


 


All notices or communications
to Certificateholders shall also be posted and made available to all Certificateholders, whether definitive or book-entry, as well
as the Depositor, the Master Servicer, the Securities Administrator and the Trustee, by the Securities Administrator on the Securities
Administrator website located at www.ctslink.com. Unless otherwise expressly provided for herein, all notices and communications
required to be delivered hereunder shall be delivered to such parties and Certificateholders and posted by the Securities Administrator
on the Securities Administrator 's website, in each instance, as soon as reasonably practicable.


 




    	 	- 127 -	 



     


    

 


Section 11.08         Severability
of Provisions.


 


If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms
of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.


 


Section 11.09         Indulgences;
No Waivers.


 


Neither the failure
nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


Section 11.10         Headings
Not to Affect Interpretation.


 


The headings contained
in this Agreement are for convenience of reference only, and they shall not be used in the interpretation hereof.


 


Section 11.11         Benefits
of Agreement.


 


Nothing in this Agreement
or in the Certificates, express or implied, shall give to any Person, other than the parties to this Agreement and their successors
hereunder and the Holders of the Certificates, any benefit or any legal or equitable right, power, remedy or claim under this Agreement.


 


Section 11.12         Special
Notices to the Rating Agencies.


 


(a)          The
Depositor shall give prompt notice to each Rating Agency through the Rule 17g-5 Information Provider of the occurrence of any of
the following events of which it has notice:


 


(i)          any
amendment to this Agreement pursuant to Section 11.03, including prior advance written notice of any amendment to this Agreement
pursuant to Section 11.03(a);


 


(ii)         any
assignment by the Master Servicer of its rights hereunder or delegation of its duties hereunder;


 


(iii)        the
occurrence of any Event of Default or Servicer Event of Default and any waiver of any Event of Default pursuant to Section 6.14;


 


(iv)        any
notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of the Master Servicer hereunder;


 




    	 	- 128 -	 



     


    

 


(v)         the
termination of any successor to any Master Servicer pursuant to Sections 6.14; or 9.01, respectively;


 


(vi)        the
making of a final payment pursuant to Section 7.01; and


 


(vii)       any
termination of the rights and obligations of the Servicing Administrator or a Servicer under the applicable Servicing Agreement
and any transfer of servicing under a Servicing Agreement.


 


(b)          All
notices to the Rating Agencies provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider
and then by first class mail, telecopy, electronic mail or overnight courier, as follows:


 


If to Moody’s:


 


Moody’s Investor Services, Inc.


7 World Trade Center

at 250 Greenwich Street

New York, NY 10007

Attention: OMTS 2015-2


 


If to Fitch:


 


Fitch Ratings


33 Whitehall Street


New York, New York 10004


Attention: OMTS 2015-2


 


If to KBRA:


 


Kroll Bond Rating Agency, Inc.


845 Third Ave., 4th Floor


New York, NY 10022


Attention: OMTS 2015-2


 


(c)          The
Securities Administrator shall provide or make available to each Rating Agency through the Rule 17g-5 Information Provider reports
prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available
to each Rating Agency through the Rule 17g-5 Information Provider such information as a Rating Agency may reasonably request regarding
the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator;
provided, the Securities Administrator shall not be required to post to the Rule 17g-5 Website any information previously posted
to and available on the Securities Administrator’s website.


 


Section 11.13         Conflicts.


 


To the extent that
the terms of this Agreement conflict with the terms of the applicable Servicing Agreement, such Servicing Agreement shall govern.


 




    	 	- 129 -	 



     


    

 


Section 11.14         Counterparts
and Imaged Copies.


 


This Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute
one and the same instrument. The parties hereto intend that faxed signatures and electronically imaged signatures such as .pdf
files shall constitute original signatures and be binding on the parties hereto.


 


Section 11.15         No
Petitions.


 


To the fullest extent
permitted by applicable law, the Trustee and the Master Servicer, by entering into this Agreement, and each Certificateholder,
by accepting a Certificate, hereby covenant and agree that they shall not at any time institute against the Depositor or the Trust,
or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Certificates, this Agreement or any of the documents entered into by the Depositor or the Trust in connection with
the transactions contemplated by this Agreement.


 


Section 11.16         Certifications.


 


Under any circumstance
in which any Certificateholder wishes to exercise its rights under this Agreement, any such Certificateholder shall be required
to provide a written certification in the form of Exhibit F to the Trustee and Securities Administrator, as applicable, certifying
its ownership and its Percentage Interest with respect to any Class or portion thereof. Each of the Trustee and Securities Administrator
shall be entitled to conclusively rely upon such written certification in a form that is satisfactory to the Trustee and Securities
Administrator.


 


Section 11.17         Name
of the Trustee.


 


In acting as Trustee
hereunder, Wilmington Savings Fund Society, FSB, a federal savings bank, will act through and perform its duties and obligations
through Christiana Trust, a division of Wilmington Savings Fund Society. In furtherance of the foregoing, all documents to be executed
by the Trustee shall be executed in the name “Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, a federal savings
bank.”


 


Section 11.18         FATCA
and other United States Withholding Tax Considerations.


 


Each Holder and Certificate
Owner, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates
will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Holder and Certificate
Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures
to evidence such status and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation,
payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without
limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed
by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b)
or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to the Trustee, at the time or times
prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed
by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by
the Paying Agent or the Trustee to comply with their respective obligations under FATCA, to determine that such recipient has complied
with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these
purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof
(including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder
as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any intergovernmental
agreements or agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the
date of this Agreement.


 




    	 	- 130 -	 



     


    

 


Section 11.19         Patriot
Act Compliance.


 


The parties hereto
acknowledge that in accordance with the Customer Identification Program (“CIP”) requirements under the USA PATRIOT
Act and its implementing regulations (the “Patriot Act”), the Securities Administrator, in order to help fight the
funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or
legal entity that establishes a relationship or opens an account with the Securities Administrator. Each party hereby agrees that
following the Closing Date it shall provide the Securities Administrator with such updated or additional information as the Securities
Administrator may request in order to comply with any applicable requirements of the Patriot Act.


 




    	 	- 131 -	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers hereunto duly authorized as of the
day and year first above written.


 


	 	OAKS FUNDING LLC,
	 	as Depositor
	 	 	 
	 	By:	/s/ Darren Comisso
	 	Name:	D. Comisso
	 	Title:	President
	 	 	 
	 	FIVE OAKS ACQUISITION CORP.,
	 	as Servicing Administrator
	 	 	 
	 	By:	/s/ Darren Comisso
	 	Name:	D. Comisso
	 	Title:	EVP


 




     


     


    

  


	 	Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust,
	 	as Trustee
	 	 	 
	 	By:	/s/ Kristin L. Moore
	 	Name:	Kristin L. Moore
	 	Title:	Vice President


 




     


     


    

 





	 	WELLS FARGO BANK, N.A.,
	 	as Master Servicer
	 	 	 
	 	By:	/s/ Alexander Novitski
	 	Name:	Alexander Novitski
	 	Title:	Assistant Vice President
	 	 	 
	 	WELLS FARGO BANK, N.A.,
	 	as Securities Administrator and Rule 17g-5 Information Provider
	 	 	 
	 	By:	/s/ Alexander Novitski
	 	Name:	Alexander Novitski
	 	Title:	Assistant Vice President




 




     


     


    

  


	 	Accepted and agreed to by:
	 	 
	 	FIVE OAKS ACQUISITION CORP.,
	 	as Sponsor
	 	 	 
	 	By:	/s/ Darren Comisso
	 	Name:	D. Comisso
	 	Title:	EVP


 




     


     


    

 


EXHIBIT A


 


FORMS OF CERTIFICATES


 


[SEE ATTACHMENTS]


 




    	 	A-1	 



     


    

 


EXHIBIT B


 


FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
(TRANSFEREE)


 


	STATE OF	)
	 	)  ss.:
	COUNTY OF	)


 


[NAME OF OFFICER], _________________ being
first duly sworn, deposes and says under penalties of perjury:


 


1.          That
he [she] is [title of officer] ________________________ of [name of Purchaser] _________________________________________ (the “Purchaser”),
a _______________________ [description of type of entity] duly organized and existing under the laws of the [State of __________]
[United States], on behalf of which he [she] makes this affidavit.


 


2.          That
the Purchaser’s Taxpayer Identification Number is [ ].


 


3.          That
the Purchaser is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Internal Revenue
Code of 1986, as amended (the “Code”) and will not be a “disqualified organization” as of [date of transfer],
and that the Purchaser is not acquiring a Residual Certificate (as defined in the Agreement) for the account of, or as agent (including
a broker, nominee, or other middleman) for, any person or entity from which it has not received an affidavit substantially in the
form of this affidavit. For these purposes, a “disqualified organization” means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing
(other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected
by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons
in rural areas as described in Code Section 1381(a)(2)(C), any “electing large partnership” within the meaning of Section
775 of the Code, or any organization (other than a farmers’ cooperative described in Code Section 521) that is exempt from
federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511.


 


4.           That the Purchaser
is and will continue to be treated for U.S. federal income tax purposes as a C corporation within the meaning of the Code at all
time it holds the Residual Certificate.


 


5.          That
the Purchaser is not, and on __________________ [date of transfer] will not be, an employee benefit plan or other retirement arrangement
subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975
of the Code (“Code”), (collectively, a “Plan”) or a person acting on behalf of any such Plan or investing
the assets of any such Plan to acquire a Residual Certificate.


 


6.          That
the Purchaser hereby acknowledges that under the terms of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the
“Agreement”), by and among Oaks Funding LLC, as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities
Administrator, Five Oaks Acquisition Corp., as Servicing Administrator, and Wilmington Savings Fund Society, FSB, d/b/a Christiana
Trust, as Trustee with respect to Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates, no transfer of the Residual
Certificates shall be permitted to be made to any person unless the Certificate Registrar has received a Certificate from such
transferee containing the representations in paragraphs 3 and 4 hereof.


 




    	 	B-1	 



     


    

 


7.          That
the Purchaser does not hold REMIC residual securities as nominee to facilitate the clearance and settlement of such securities
through electronic book-entry changes in accounts of participating organizations (such entity, a “Book-Entry Nominee”).


 


8.          That
the Purchaser does not have the intention to impede the assessment or collection of any federal, state or local taxes legally required
to be paid with respect to such Residual Certificate.


 


9.          That
the Purchaser will not transfer a Residual Certificate to any person or entity (i) as to which the Purchaser has actual knowledge
that the requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that the Purchaser has
reason to believe does not satisfy the requirements set forth in paragraph 7 hereof, and (ii) without obtaining from the prospective
Purchaser an affidavit substantially in this form and providing to the Certificate Registrar a written statement substantially
in the form of Exhibit C to the Agreement.


 


10.         That
the Purchaser understands that, as the holder of a Residual Certificate, the Purchaser may incur tax liabilities in excess of any
cash flows generated by the interest and that the Purchaser has and expects to have sufficient net worth and/or liquidity to pay
in full any tax liabilities attributable to ownership of a Residual Certificate and intends to pay taxes associated with holding
such Residual Certificate as they become due.


 


11.         That
the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an
effective Internal Revenue Service Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption From Withholding on Income
Effectively Connected With the Conduct of a Trade or Business in the United States) or successor form at the time and in the manner
required by the Code or (iii) is a Non-U.S. Person that has delivered to the transferor, the Depositor and the Certificate Registrar
an opinion of a nationally recognized tax counsel to the effect that the transfer of such Residual Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Residual Certificate will
not be disregarded for federal income tax purposes. “Non-U.S. Person” means an individual, corporation, partnership
or other person other than (i) a citizen or resident of the United States; (ii) a corporation, partnership or other entity created
or organized in or under the laws of the United States or any state thereof, including for this purpose, the District of Columbia;
(iii) an estate that is subject to U.S. federal income tax regardless of the source of its income; (iv) a trust if a court within
the United States is able to exercise primary supervision over the administration of the trust and one or more United States trustees
have authority to control all substantial decisions of the trust; and, (v) to the extent provided in Treasury regulations, certain
trusts in existence on August 20, 1996 that are treated as United States persons prior to such date and elect to continue to be
treated as United States persons.


 


12.         The
Purchaser will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed
base of the Purchaser or another U.S. taxpayer.


 


13.         That
the Purchaser agrees to such amendments of the Agreement as may be required to further effectuate the restrictions on transfer
of any Residual Certificate to such a “disqualified organization,” an agent thereof, a Book-Entry Nominee, or a person
that does not satisfy the requirements of paragraph 7 and paragraph 10 hereof.


 


14.         That
the Purchaser consents to the designation of the Securities Administrator to act as agent for the “tax matters person”
of each related REMIC created by the Trust Fund pursuant to the Agreement as specified therein.


 




    	 	B-2	 



     


    

 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its
[title of officer] this _____ day of __________ 20__.


 


	 	 
	 	[name of Purchaser]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Personally appeared
before me the above-named [name of officer] ________________, known or proved to me to be the same person who executed the foregoing
instrument and to be the [title of officer] _________________ of the Purchaser, and acknowledged to me that he [she] executed the
same as his [her] free act and deed and the free act and deed of the Purchaser.


 


Subscribed and sworn
before me this _____ day of __________ 20__.


 


	 	NOTARY PUBLIC
	 	 	 
	 	 	 
	 	 	 
	 	COUNTY OF ___________________________	 
	 	 	 
	 	STATE OF _______________________________	 


 


My commission expires
the _____ day of __________ 20__.


  




    	 	B-3	 



     


    

 


EXHIBIT C


 


RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
(TRANSFEROR)


 


	 	 	 
	 	Date	 


 


Re: Oaks Mortgage Trust
Series 2015-2


 


Mortgage Pass-Through
Certificates


 


_______________________
(the “Transferor”) has reviewed the attached affidavit of _____________________________ (the “Transferee”),
and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph
7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection
of any federal, state or local taxes legally required to be paid with respect to a Residual Certificate. In addition, the Transferor
has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts
as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become
due.


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	Name:	 
	 	Title:	 


 




    	 	C-1	 



     


    

 


EXHIBIT D


 


FORM OF CUSTODIAL AGREEMENT


 




    	 	D-1	 



     


    

 


EXHIBIT E-1


 


FORM OF RULE 144A TRANSFER CERTIFICATE


 


Re:            Oaks Mortgage
Trust Series 2015-2 Mortgage Pass-Through Certificates


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Five Oaks
Acquisition Corp., as Servicing Administrator, and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates
to $__________ initial Certificate Principal Amount or Notional Amount or Percentage Interest, as applicable, of Class _____ Certificates
which are held in the form of Definitive Certificates registered in the name of ______________ (the “Transferor”).
The Transferor has requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in
the name of [insert name of transferee].


 


In connection with
such request, and in respect of such Certificates, the Transferor hereby certifies that such Certificates are being transferred
in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and (ii)
Rule 144A under the Securities Act to a purchaser that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the account of a “qualified institutional buyer,”
which purchaser is aware that the sale to it is being made in reliance upon Rule 144A, in a transaction meeting the requirements
of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Initial Purchasers, the Depositor and the Certificate
Registrar.


 


	 	 
	 	[Name of Transferor]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Dated:                                                       , ____


 




    	 	E-1-1	 



     


    

 


EXHIBIT E-2



FORM OF REGULATION S TRANSFER CERTIFICATE


 


Re:               Oaks Mortgage
Trust Series 2015-2 Mortgage Pass-Through Certificates


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Five Oaks
Acquisition Corp., as Servicing Administrator, and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to $__________ initial
Certificate Principal Amount or Notional Amount, as applicable, of Class _____ Certificates which are held in the form of
Definitive Certificates registered in the name of  ______________ (the “Transferor”). The Transferor has
requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in the name of [insert
name of transferee].


 


In connection with such request, and in
respect of such Certificates, the Transferor hereby certifies that such that such transfer has been effected in accordance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and pursuant to and in accordance
with Regulation S under the Securities Act, and accordingly the Transferor does hereby certify that:


 


(1) the offer of the Certificates was not made to,
or for the account or benefit of, a person in the United States or a U.S. person outside of the United States (as such terms are
defined in Regulation S);


 


[(2) at the time the buy order was originated,
the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the
transferee was outside the United States and is not a U.S. person;]*


 


[(2) the transaction was executed in, on
or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf
knows that the transaction was prearranged with a buyer in the United States;]*


 


(3) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4) the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Initial Purchaser, the Depositor and the Certificate Registrar.


 





	 	 
	 	[Name of Transferor]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Dated:                                                       , ____




  




    	 	E-2-1	 



     


    

 


EXHIBIT E-3


 


FORM OF PURCHASER’S LETTER FOR

QUALIFIED INSTITUTIONAL BUYER


 





	 	 	 
	 	Date	 


 


Ladies and Gentlemen:


 


In connection with
our proposed purchase of $______________Certificate Principal Amount or Notional Amount, as applicable, of Oaks Mortgage Trust
Series 2015-2 Mortgage Pass-Through Certificates, Class [___] (the “Restricted Certificates”), we confirm that:


 


(1)         We
understand that the Restricted Certificates have not been, and will not be, registered under the Securities Act of 1933, as amended
(the “Securities Act”), and may not be sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Restricted Certificates
we will do so only (A) to the Depositor, (B) to “qualified institutional buyers” (within the meaning of Rule 144A under
the Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act, which, in the case of (B) above, prior to such transfer, delivers to
the Certificate Registrar under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”),
by and among Oaks Funding LLC, as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Five Oaks
Acquisition Corp., as Servicing Administrator, and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as Trustee, a
signed letter in the form of this letter; and we further agree, in the capacities stated above, to provide to any person purchasing
any of the Restricted Certificates from us a notice advising such purchaser that resales of the Restricted Certificates are restricted
as stated herein.


 


(2)         We
understand that, in connection with any proposed resale of any Restricted Certificates to QIB, we will be required to furnish to
the Certificate Registrar a certification from such transferee in the form hereof to confirm that the proposed sale is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further
understand that the Restricted Certificates purchased by us will bear a legend to the foregoing effect.


 


(3)         We
are acquiring the Restricted Certificates for investment purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters and
in investing in securities similar to the Restricted Certificates as to be capable of evaluating the merits and risks of our investment
in the Restricted Certificates, and we and any account for which we are acting are each able to bear the economic risk of such
investment.


 


(4)         We
are a QIB and we are acquiring the Restricted Certificates purchased by us for our own account or for one or more accounts (each
of which is a QIB) as to each of which we exercise sole investment discretion.


 


(5)         We
have received such information and have made such inquiries as we deem necessary in order to make our investment decision.


 






    	 	E-3-1	 



     


    

  


(6)         We
are not a Plan or purchasing on behalf of or with “plan assets” of a Plan within the meaning of the Plan Asset Regulations.


 


Terms used in this
letter which are not otherwise defined herein have the respective meanings assigned thereto in the Agreement.


 


You are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	[Purchaser]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 








    	 	E-3-2	 



     


    

 





 


EXHIBIT F


 


FORM OF CERTIFICATEHOLDER CERTIFICATION


 


THIS CERTIFICATE is provided pursuant to Section
11.16 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), by and among Oaks
Funding LLC, as depositor, Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as trustee, Five Oaks Acquisition Corp.,
as servicing administrator, and Wells Fargo Bank, N.A., as master servicer and securities administrator.


 


[____], a [___] [corporation/limited liability
company/[____]] (the “Certificateholder”) hereby certifies that it currently owns [____] Percentage Interest
of the Class [___] Certificates outstanding under the Agreement.


 


This Certificate is hereby given
this __ day of ________________ 20[__].


 


[____], as the Certificateholder


 


	 	By:	 	 
	 	 	Name:	[________________]
	 	 	Title:	[________________]


 




    	 	F-1	 



     


    

 


EXHIBIT G


 


FORM OF ERISA TRANSFER AFFIDAVIT


 


	STATE OF NEW YORK	)
	 	)  ss.:
	COUNTY OF NEW YORK 	)


 


The undersigned, being
first duly sworn, deposes and says as follows:


 


1.      The undersigned is
the ______________________ of ______________ (the “Investor”), a [corporation duly organized] and existing under the
laws of __________, on behalf of which he makes this affidavit.


 


2.       The Investor either
(x) is not, and on ___________ [date of transfer] will not be, an employee benefit plan or other arrangement subject to Section
406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), (collectively, a “Plan”) or a person acting on behalf of any such
Plan or investing the assets of any such Plan; (y) if the Certificate has been the subject of an ERISA-Qualifying Underwriting
and is an ERISA-Restricted Certificate, it is an insurance company and the source of funds used to purchase or hold the Certificate
or interest therein that is an “insurance company general account” as defined in Prohibited Transaction Class Exemption
(“PTCE”) 95-60 and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied; or (z) herewith
delivers to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate
Registrar, the Depositor and the Trustee, and upon which the Certificate Registrar, the Trustee, the Master Servicer, the Depositor
and the Securities Administrator shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the
Investor is permissible under applicable law, will not constitute or result in any non-exempt prohibited transactions under Title
I of ERISA or Section 4975 of the Code and will not subject the Certificate Registrar, the Trustee, the Master Servicer, the Depositor
and the Securities Administrator to any obligation in addition to those undertaken by such entities in the Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Agreement”), by and among Oaks Funding LLC, as Depositor, Wells Fargo
Bank, N.A., as Master Servicer and Securities Administrator, Five Oaks Acquisition Corp., as Servicing Administrator, and Wilmington
Savings Fund Society, FSB, d/b/a Christiana Trust, as Trustee, by which opinion of counsel shall not be an expense of the Trust
Fund or the above parties.


 


Capitalized terms used
but not defined herein have the meanings given in the Agreement.


 


IN WITNESS WHEREOF, the
Investor has caused this instrument to be executed on its behalf, pursuant to proper authority, by its duly authorized officer,
duly attested, this ____ day of _______________ 20___.


 


 


	 	[Investor]
	 	 
		By:	         





	 	Name:	 
	 	Title:	 


 


ATTEST:


 




    	 	G-1	 



     


    

 


	STATE OF	)
	 	)  ss.:
	COUNTY OF	)


 


Personally appeared before
me the above-named ________________, known or proved to me to be the same person who executed the foregoing instrument and to be
the ____________________ of the Investor, and acknowledged that he executed the same as his free act and deed and the free act
and deed of the Investor.


 


Subscribed and sworn before
me this _____ day of _________ 20___.


 


	 	 
	 	NOTARY PUBLIC


 


My commission expires the
_____ day of __________ 20___.


 




    	 	G-2	 



     


    

 


EXHIBIT H


 


SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT
OF COMPLIANCE


 


The Assessment of Compliance
to be delivered by the parties listed in the table below shall address, at a minimum, the criteria identified below as “Applicable
Servicing Criteria” for each such party:


 


	
        Regulation

 AB Reference
	 	Servicing Criteria	 	Master

 Servicer	 	
        Securities Administrator

	General Servicing Considerations
	1122(d)(1)(i)	 	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	 	X	 	X
	1122(d)(1)(ii)	 	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	 	X	 	N/A
	1122(d)(1)(iii)	 	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	 	N/A	 	N/A
	1122(d)(1)(iv)	 	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	 	X	 	N/A
	Cash Collection and Administration
	1122(d)(2)(i)	 	Payments on pool assets are deposited into the appropriate bank collection accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	 	X	 	X


 




    	 	H-1	 



     


    

 


	1122(d)(2)(ii)	 	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	 	X	 	X
	1122(d)(2)(iii)	 	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	 	X	 	N/A
	1122(d)(2)(iv)	 	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	 	X	 	X
	1122(d)(2)(v)	 	Each collection account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	 	X	 	X
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	X	 	X


 




    	 	H-2	 



     


    

 


	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 	X	 	X
	Investor Remittances and Reporting
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by a Servicer.	 	X	 	N/A


 




    	 	H-3	 



     


    

 


	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	X	 	X
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business days to the applicable Servicer’s investor records, or such other number of days specified in the transaction agreements.	 	X	 	N/A
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	 	X	 	N/A
	Pool Asset Administration
	1122(d)(4)(i)	 	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	 	N/A	 	N/A
	1122(d)(4)(ii)	 	Pool assets  and related documents are safeguarded as required by the transaction agreements	 	N/A	 	N/A
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	N/A	 	N/A
	1122(d)(4)(iv)	 	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	 	N/A	 	N/A


 




    	 	H-4	 



     


    

 


	1122(d)(4)(v)	 	The applicable Servicer’s records regarding the pool assets agree with the applicable Servicer’s records with respect to an obligor’s unpaid principal balance.	 	N/A	 	N/A
	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	 	N/A	 	N/A
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 	N/A	 	N/A
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	 	N/A	 	N/A


 




    	 	H-5	 



     


    

 


	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	 	N/A	 	N/A
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	 	N/A	 	N/A
	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the applicable Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 	N/A	 	N/A


 




    	 	H-6	 



     


    

 


	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the applicable Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	 	N/A	 	N/A
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the applicable Servicer, or such other number of days specified in the transaction agreements.	 	N/A	 	N/A
	1122(d)(4)(xiv)	 	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	 	X	 	N/A
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	N/A	 	N/A


 




    	 	H-7	 



     


    

 


EXHIBIT I


 


FORM OF CERTIFICATION FOR NRSROs AND DEPOSITOR


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: RMBS – Oaks Mortgage Trust Series 2015-2

Attention: Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates, Series 2015-2


 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the
“Pooling and Servicing Agreement”), by and among Oaks Funding LLC as Depositor, Wells Fargo Bank, N.A., as Master Servicer
and Securities Administrator, Five Oaks Acquisition Corp., as Servicing Administrator, and Wilmington Savings Fund Society, FSB,
d/b/a Christiana Trust, as Trustee with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


With respect to any Nationally
Recognized Statistical Rating Organization (“NRSRO”):


 


1.        The
undersigned, an NRSRO, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e).


 


2.         The
undersigned has access to the Depositor's 17g-5 website, and any confidentiality agreement applicable to the undersigned with respect
to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the Rule 17g-5
Website.


 


3.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses any information on the Rule 17g-5
Website maintained by the Securities Administrator.


 


With respect to the Depositor:


 


1.         The
undersigned is the Depositor under the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 




    	 	I-1	 



     


    

 


EXHIBIT J


 


PERMITTED EXCHANGES


 


	 
Combination
	 	 
Initial
                                         Exchangeable 
 Class
	 	Expected
                                         Initial Certificate 
 Principal Amount / 
 Class
                                         Notional Amount
 ($)(1)
	 	 	Exchangeable
    
 Class	 	Expected
    Initial
 Certificate Principal
 Amount / Class 
 Notional Amount

    ($)(1)	 
	1	 	Class A-6	 	$	15,327,000	 	 	Class A-1	 	$	228,904,000	 
	 	 	Class A-9	 	$	160,183,000	 	 	 	 	 	 	 
	 	 	Class A-11	 	$	53,394,000	 	 	 	 	 	 	 
	 	 	Class A-X-5	 	$	  15,327,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-6	 	$	160,183,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-7	 	$	53,394,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Class A-6	 	$	15,327,000	 	 	Class A-2	 	$	228,904,000	 
	 	 	Class A-9	 	$	160,183,000	 	 	 	 	 	 	 
	 	 	Class A-11	 	$	53,394,000	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	Class A-X-1	 	$	228,904,000	(2)	 	Class A-X-2	 	$	228,904,000	(2)
	 	 	Class A-X-5	 	$	 15,327,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-6	 	$	160,183,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-7	 	$	53,394,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	Class A-9	 	$	160,183,000	 	 	Class A-3	 	$	213,577,000	 
	 	 	Class A-11	 	$	53,394,000	 	 	 	 	 	 	 
	 	 	Class A-X-6	 	$	160,183,000	(2) 	 	 	 	 	 	 
	 	 	Class A-X-7	 	$	56,777,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	Class A-X-5	 	$	15,327,000	(2)	 	Class A-X-3	 	$	228,904,000	(2)
	 	 	Class A-X-6	 	$	160,183,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-7	 	$	53,394,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	Class A-9	 	$	160,183,000	 	 	Class A-4	 	$	213,577,000	 
	 	 	Class A-11	 	$	53,394,000	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	Class A-X-6	 	$	160,183,000	(2)	 	Class A-X-4	 	$	213,577,000	(2)
	 	 	Class A-X-7	 	$	53,394,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	Class A-6	 	$	15,327,000	 	 	Class A-5	 	$	15,327,000	 
	 	 	Class A-X-5	 	$	  15,327,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	Class A-6	 	$	15,327,000	 	 	Class A-7	 	$	228,904,000	 
	 	 	Class A-9	 	$	160,183,000	 	 	 	 	 	 	 
	 	 	Class A-11	 	$	53,394,000	 	 	 	 	 	 	 
	 	 	Class A-X-1	 	$	228,904,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-5	 	$	15,327,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-6	 	$	160,183,000	(2)	 	 	 	 	 	 
	 	 	Class A-X-7	 	$	53,394,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	Class A-9	 	$	160,183,000	 	 	Class A-8	 	$	160,183,000	 
	 	 	Class A-X-6	 	$	$160,183,000	(2)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	Class A-11	 	$	53,394,000	 	 	Class A-10	 	$	53,394,000	 
	 	 	Class A-X-7	 	$	53,394,000	(2)	 	 	 	 	 	 



 


		(1)	Exchange Certificates and Exchangeable Certificates in any combination shown above may be exchanged only in the proportion
that the maximum initial Certificate Principal Amounts (or Class Notional Amount) of such Certificates bear to one another as shown
above.



 


		(2)	Class Notional Amount. Notional Certificates will not be entitled to distributions of principal.
The Notional Certificates will accrue interest on a notional amount equal to the Certificate Principal Amount of the related Initial
Exchangeable or Exchangeable Certificates.



 




    	 	Exhibit J-1	 



     


    

 


EXHIBIT K


 


Form
of Exchangeable Notice


 


[CERTIFICATEHOLDER’S LETTERHEAD]


 


[DATE]


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: RMBS – Oaks Mortgage Trust Series 2015-2


 


RE: Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates,
Series 2015-2


 


Ladies and Gentlemen:


 


Pursuant to the terms of the Pooling and Servicing Agreement, dated
as of November 1, 2015, (the “Agreement”), by and among Oaks Funding LLC, as Depositor, Wells Fargo Bank, N.A., as
Master Servicer and Securities Administrator, Five Oaks Acquisition Corp., as Servicing Administrator, and Wilmington Savings Fund
Society, FSB, d/b/a Christiana Trust, as Trustee, we hereby present and surrender the certificates specified on Annex I attached
hereto for exchange, and transfer, assign, set over and otherwise convey to the Securities Administrator, all of our rights, title
and interest in and to such certificates, including all payments of interest thereon received after [insert date of exchange],
in exchange for the certificates to be received as specified on Annex I attached hereto.


 


We agree that upon such exchange the portions
of the certificates surrendered for exchange shall be deemed cancelled and replaced by the certificates received in exchange therefor.
We confirm that we have paid a fee calculated in accordance with Section 3.10 of the Agreement.


 


	 	Very truly yours,
	 	[NAME OF TRANSFEREE]
	 	 
	 	By:	                      
	 	Authorized Officer
	 	Email Address:
	 	 
	 	[MEDALLION STAMP GUARANTEE]


 


	Acknowledged by:	 
	 	 
	WELLS FARGO BANK, N.A.,	 
	as Securities Administrator	 
	 	 
	By: 	                     	 
	
        Name:
	 
	Title:	 


 




    	 	Exhibit K-1	 



     


    

 


Annex I to Exhibit K


 


EXCHANGE CERTIFICATES


 





	Certificates submitted for exchange	 	Certificates to be received from

 exchange	 	Certificateholder’s

 Clearing Agency

 Participant

 Number	 	Proposed

 Exchange

 Date
	Certificate(s)	 	Outstanding

 Certificate

 Principal (or

 Certificate

 Notional)

 Amount	 	CUSIP

 Number	 	Percentage

 Interest	 	Certificate(s)	 	Outstanding

 Certificate

 Principal (or

 Certificate

 Notional)

 Amount	 	CUSIP

 Number	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 




    	 	Exhibit K-2	 



     


    

 


EXHIBIT L


 


FORM
OF CERTIFICATE OF TRUST


 


CERTIFICATE OF TRUST


OF


OAKS MORTGAGE TRUST SERIES 2015-2


 


This CERTIFICATE OF TRUST of Oaks Mortgage Trust
Series 2015-2 (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee,
to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).


 


		1.	Name. The name of the statutory trust formed by this Certificate of Trust is Oaks Mortgage Trust Series 2015-2.



 


		2.	Trustee. The name and address of the trustee of the Trust with a principal place of business in the State of Delaware
are Wilmington Savings Fund Society, FSB, 500 Delaware Avenue, 11th Floor, Wilmington, Delaware 19801.



 


		3.	Effective Date. This Certificate of Trust shall be effective upon filing.



 


IN WITNESS WHEREOF, the undersigned has duly
executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.


 


	 	WILMINGTON SAVINGS FUND SOCIETY, FSB, not in its individual
capacity, but solely as Trustee of the Trust
	 	 	 
	 	By:	 
	 	 	
        Name:

	 	 	
        Title:



 




    	 	Exhibit L-1	 



     


    

 


SCHEDULE A


 


MORTGAGE LOAN SCHEDULE


 




    	 	Schedule A-1	 



     


    

 


SCHEDULE B


 


AAR AGREEMENTS


 


		1.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Banc of California, N.A., d/b/a Banc Home
Loans, Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		2.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Dubuque Bank and Trust Company, Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		3.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among First Guaranty Mortgage Corporation, Five
Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		4.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Freedom Mortgage Corporation, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		5.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among HomeStreet Bank, Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		6.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Kinecta Federal Credit Union, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		7.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Ocwen Loan Servicing, LLC, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		8.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Pacific Union Financial, LLC, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		9.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Plaza Home Mortgage, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		10.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among PMAC Lending Services, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		11.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Provident Funding Associates, L.P., Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		12.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Provident Savings Bank, F.S.B., Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 




    	 	Schedule B-1	 



     


    

 


		13.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Stonegate Mortgage Corporation, Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		14.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Wintrust Mortgage, a division of Barrington
Bank & Trust Company, N.A., Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and
Wells Fargo Bank, N.A.



 


		15.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among AmeriHome Mortgage Company, LLC, Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		16.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Banc of California, National Association,
d/b/a Banc Home Loans, successor in interest to Pacific Trust Bank, Five Oaks Acquisition Corp., Wilmington Savings Fund Society,
FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		17.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among BOFI Federal Bank, Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		18.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Caliber Home Loans, Inc., successor by merger
to Caliber Funding LLC, Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo
Bank, N.A.



 


		19.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Florida Capital Bank, N.A., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		20.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among IMPAC Mortgage Corp, f/k/a Excel Mortgage
Servicing, Inc., Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank,
N.A.



 


		21.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Broker Solutions, Inc., d/b/a New American
Funding, Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		22.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Parkside Lending, LLC, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		23.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among RMR Financial, LLC, PHH Home Loans, LLC, Five
Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		24.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Pinnacle Capital Mortgage LLC, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		25.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among PMAC Lending Services, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 




    	 	Schedule B-2	 



     


    

 


		26.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Quicken Loans Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		27.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among RPM Mortgage, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		28.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Skyline Financial Corp., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		29.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Stearns Lending, LLC, f/k/a Stearns Lending,
Inc., Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		30.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Stonegate Mortgage Corporation, Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		31.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Summit Funding Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		32.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Allied Mortgage Group, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		33.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among American Financial Network, Inc., Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		34.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Blue Hills Bank, Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		35.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among BM Real Estate Services, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		36.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among BOKF, N.A., Five Oaks Acquisition Corp., Wilmington
Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		37.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Central Bank & Trust, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		38.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Columbus Capital Lending, LLC, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		39.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Community Trust Bank, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 




    	 	Schedule B-3	 



     


    

 


		40.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Data Mortgage, Inc. d/b/a Essex Mortgage,
Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		41.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Farmers Bank & Trust, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		42.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among FM Home Loans, LLC, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		43.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Franklin Loan Corporation (d/b/a Franklin
Loan Center), Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank,
N.A.



 


		44.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Grand Bank, N.A., Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		45.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Guardian Mortgage Company, Inc., Five Oaks
Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		46.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Homeowners Financial Group USA, LLC, Five
Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		47.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Mega Capital Funding, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		48.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Meridian Bank, Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		49.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Radius Bank, Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		50.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among SIRVA Mortgage, Inc., Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		51.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among State Bank and Trust Company (f/k/a First
Bank of Georgia), Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank,
N.A.



 


		52.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Sun National Bank, Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 


		53.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Vanguard Funding LLC, Five Oaks Acquisition
Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 




    	 	Schedule B-4	 



     


    

 


		54.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among Wintrust Mortgage, a division of Barrington
Bank & Trust Company, N.A., Five Oaks Acquisition Corp., Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and
Wells Fargo Bank, N.A.



 


		55.	Assignment, Assumption and Recognition Agreement, dated November 10, 2015, among HomeStreet Bank, Five Oaks Acquisition Corp.,
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, and Wells Fargo Bank, N.A.



 








    	 	Schedule B-5	 



     


    

 


EXHIBIT A


 


FORMS OF CERTIFICATES


 


[Form of Senior P&I Rule 144A Certificates]


 


(RULE 144A)


 


THIS CERTIFICATE EVIDENCES BENEFICIAL OWNERSHIP
OF MULTIPLE REMIC REGULAR INTERESTS. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED
BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL AMOUNT OR NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OR NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


THIS CERTIFICATE IS EXCHANGEABLE FOR OTHER
CLASSES OF CERTIFICATES, AS MORE FULLY DESCRIBED IN AND IN ACCORDANCE WITH THE TERMS OF, THE POOLING AND SERVICING AGREEMENT.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT (“REGULATION S”))
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH SECURITIES LAWS.


 




     


     


    

 


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED STATES OR SUCH HOLDER
IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT
OR (2) BY SUCH HOLDER AS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A OF THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE SECURITIES ACT AND (B) IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE
TRANSFER THIS CERTIFICATE EXCEPT TO THE DEPOSITOR, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF
THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE, REPRESENTS,
ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN A TRANSACTION
THAT DOES NOT CAUSE THE TRUST OR THE MORTGAGE LOANS TO BE REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT.


 


EACH TRANSFEREE OF A CERTIFICATE WILL BE
DEEMED TO REPRESENT AT TIME OF TRANSFER THAT SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER. ANY PURPORTED CERTIFICATE OWNER
WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS PROVIDED IN
THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR,
THE DEPOSITOR, THE TRUSTEE AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES
AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 


TRANSFERS OF THE CERTIFICATES MUST GENERALLY
BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT.


 


ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE SECURITIES
ADMINISTRATOR OR ANY INTERMEDIARY.


 




    	 	A-2	 



     


    

 


IF THIS CERTIFICATE IS AN ERISA-RESTRICTED
CERTIFICATE OR IS NOT SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER
OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”),
OR A PERSON WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED OR (C)
IT HAS PROVIDED THE OPINION OF COUNSEL AS SET FORTH IN SECTION 3.03 OF THE POOLING AND SERVICING AGREEMENT.


 


IF THIS CERTIFICATE (OR ANY INTEREST THEREIN)
IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PERMITTED
PRECEDING TRANSFEREE SHALL BE TREATED AS THE BENEFICIAL OWNER RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. IF
THE REQUIREMENTS ARE NOT SATISFIED WITH RESPECT TO ALL OR A PORTION OF THE CERTIFICATES RECEIVED IN AN EXCHANGE, SUCH CERTIFICATES
MUST BE SIMULTANEOUSLY TRANSFERRED TO A PERSON THAT IS NOT A PLAN INVESTOR.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE POOLING
AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR, THE CUSTODIAN, THE SERVICERS, THE SERVICING ADMINISTRATOR, ANY SUBSERVICERS, THE INITIAL PURCHASERS
AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.


 




    	 	A-3	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
[___]


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


OAKS FUNDING LLC


 


	
        Initial Aggregate Certificate Principal

        Amount of the Class [___]

        Certificates: $[___]

         

        Certificate Interest Rate: Variable

         

        Final Scheduled Distribution

        Date: [___]

         

        NUMBER 1
	 	
        Initial Certificate

        Principal Amount of this

        Certificate: $[___]

         

        Cut-off Date: [___]

         

         

         

         

        CUSIP: [___]



 




    	 	A-4	 



     


    

 


THIS CERTIFIES THAT
CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial
Certificate Principal Amount or Notional Amount of this Certificate by the initial aggregate Certificate Principal Amount or Notional
Amount, both as specified above, of all Certificates of the above-referenced Class) in a Trust Fund, the assets of which consist
of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due
on or prior to the Cut-off Date), the rights of the Sponsor and the Depositor assigned to the Trustee under the AAR Agreements,
the Servicing Agreements, the Mortgage Loan Purchase Agreement, the Insurance Policies relating to the Mortgage Loans, all cash,
instruments or property held or required to be held in the Distribution Account, the Custodial Accounts and the Escrow Agreement
and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement
(the foregoing assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding
Business Day, commencing in December 2015 (each, a “Distribution Date”), to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution
Date or, for the first Distribution Date, the Closing Date (the “Record Date”), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of
the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	 	A-5	 



     


    

 


IN WITNESS WHEREOF,
Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, has caused this Certificate to be duly executed.


 


	 	
        Wilmington Savings Fund
        Society,

        FSB, d/b/a Christiana
        Trust,

	 	not in its individual capacity but solely as Trustee


 


	 	By:	 	 
	 	Name:
	 	Title:


 


	 	Dated:	 	 


 


CERTIFICATE AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, N.A.,
	 	as Authenticating Agent


 


	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY


 


	 	Dated:	 	 


 




    	 	A-6	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates,
Series 2015-2 (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings
Fund Society, FSB, D/B/A Christiana Trust, a federal savings bank, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), to which terms, provisions and conditions thereof the Holder of this
Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates
consist of the following Classes: the Senior Certificates, the Subordinate Certificates and the Residual Certificates.


 


On each Distribution
Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Notional Amount) of each such Certificate.


 


Distributions on this
Certificate will be made by wire transfer in immediately available funds to an account specified in the request and at the expense
of each Certificateholder or, upon request made to the Securities Administrator at least five Business Days prior to the related
Record Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate
Registrar; provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and
surrender of this Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing
provisions shall not apply as long as this Certificate remains a Book-Entry Certificate in which case all payments made shall be
made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of
the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the
payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement
of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services – Oaks Mortgage Trust Series 2015-2, or at such other address as the Securities Administrator
may designate from time to time.


 




    	 	A-7	 



     


    

 


The Pooling and Servicing
Agreement may be amended by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of
the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class
of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust Event; and
provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received
on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of
the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case
of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be
issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee or the Securities Administrator.


 




    	 	A-8	 



     


    

 


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, an Initial Exchangeable Certificate in a
permitted combination may generally be exchanged for a proportionate interest in the related Exchangeable Certificates in such
combination, and vice versa. In connection with each such exchange, the Certificateholder shall pay the Securities Administrator
a fee equal to $5,000 for such exchange request. The Securities Administrator shall make the first distribution on a Certificate
in such exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record
Date related to such Distribution Date.


 


The Senior P&I
Certificates and the Subordinate Certificates are issuable only in registered form in minimum denominations of $100,000 in initial
Certificate Principal Amount, the Interest-Only Certificates are issuable only in registered form in minimum denominations of $1,000,000
in initial Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Senior Certificates
and the Subordinate Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate
representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain
outstanding until the final Distribution Date for the Certificates.


 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the Aggregate Stated Principal Balance as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Sponsor may purchase
all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.


 


In no event will the
trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


As provided in the
Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware without regard to the conflict of laws principles applied in the State of Delaware.
In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and
Servicing Agreement shall be controlling.


 




    	 	A-9	 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


 


	 
	 
	 


(Please print or type name and address, including postal zip
code, of assignee and social security number or employer identification number)


 


	 


the within Certificate stating in the names of the undersigned
in the Certificate Register and does hereby irrevocably constitute and appoint


 


	 


to transfer such Certificate in such Certificate Register.


 


I [we] further direct the Certificate Registrar
to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the
following address:


 


	 
	 
	 


 


	Dated:	 	 	 
	 	 	Signature by or on behalf of Assignor
	 	 	 
	 	 	 
	Authorized Officer	 	Signature Guaranteed
	 	 	 
	 	 	 
	Name of Institution	 	NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.


 




    	 	A-10	 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 


	 


 


	for the account of	 


 


	account number 	 	 or, if mailed by check, to	 


 


	 


 


	Applicable reports and statements should be mailed to	 


 


	 


 


	This information is provided by	 


 


	the assignee named above, or 	 	 as its agent.


 




    	 	A-11	 



     


    

 


[Form of Senior P&I Rule Regulation
S Certificates]


 


(REG S)


 


THIS CERTIFICATE EVIDENCES BENEFICIAL OWNERSHIP
OF MULTIPLE REMIC REGULAR INTERESTS. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED
BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL AMOUNT OR NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OR NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


THIS CERTIFICATE IS EXCHANGEABLE FOR OTHER
CLASSES OF CERTIFICATES, AS MORE FULLY DESCRIBED IN AND IN ACCORDANCE WITH THE TERMS OF, THE POOLING AND SERVICING AGREEMENT.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT (“REGULATION S”))
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH SECURITIES LAWS.


 




    	 	A-12	 



     


    

 


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE “DISTRIBUTION COMPLIANCE
PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH AS DEFINED IN REGULATION S), (B) IF THIS CERTIFICATE
IS HELD WITHIN THE UNITED STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (2) BY SUCH HOLDER AS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE
144A OF THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE SECURITIES
ACT AND (C) IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO THE DEPOSITOR, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE HOLDER
HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR
OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN A TRANSACTION THAT DOES NOT CAUSE THE TRUST OR THE MORTGAGE LOANS TO BE REQUIRED
TO REGISTER UNDER THE INVESTMENT COMPANY ACT.


 


EACH TRANSFEREE OF A CERTIFICATE WILL BE
DEEMED TO REPRESENT AT TIME OF TRANSFER THAT SUCH TRANSFEREE IS EITHER (A) A QUALIFIED INSTITUTIONAL BUYER OR (B) A NON-U.S. PERSON
AS DEFINED IN REGULATION S. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS PROVIDED IN THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 


TRANSFERS OF THE CERTIFICATES MUST GENERALLY
BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT.


 


ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE SECURITIES
ADMINISTRATOR OR ANY INTERMEDIARY.


 




    	 	A-13	 



     


    

 


IF THIS CERTIFICATE IS AN ERISA-RESTRICTED
CERTIFICATE OR IS NOT SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER
OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”),
OR A PERSON WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED OR (C)
IT HAS PROVIDED THE OPINION OF COUNSEL AS SET FORTH IN SECTION 3.03 OF THE POOLING AND SERVICING AGREEMENT”).


 


IF THIS CERTIFICATE (OR ANY INTEREST THEREIN)
IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PERMITTED
PRECEDING TRANSFEREE SHALL BE TREATED AS THE BENEFICIAL OWNER RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. IF
THE REQUIREMENTS ARE NOT SATISFIED WITH RESPECT TO ALL OR A PORTION OF THE CERTIFICATES RECEIVED IN AN EXCHANGE, SUCH CERTIFICATES
MUST BE SIMULTANEOUSLY TRANSFERRED TO A PERSON THAT IS NOT A PLAN INVESTOR.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE POOLING
AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR, THE CUSTODIAN, THE SERVICERS, THE SERVICING ADMINISTRATOR, ANY SUBSERVICERS, THE INITIAL PURCHASERS
AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.


 




    	 	A-14	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
[___]


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


OAKS FUNDING LLC


 


	
        Initial Aggregate Certificate Principal

        Amount of the Class [___]

        Certificates: $[___]

         

        Certificate Interest Rate: Variable

         

        Final Scheduled Distribution

        Date: [___]

         

        NUMBER 1
	 	
        Initial Certificate

        Principal Amount of this

        Certificate: $[___]

         

        Cut-off Date: [___]

         

         

         

         

        CUSIP: [___]



 




    	 	A-15	 



     


    

 


THIS CERTIFIES THAT
CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial
Certificate Principal Amount or Notional Amount of this Certificate by the initial aggregate Certificate Principal Amount or Notional
Amount, both as specified above, of all Certificates of the above-referenced Class) in a Trust Fund, the assets of which consist
of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due
on or prior to the Cut-off Date), the rights of the Sponsor and the Depositor assigned to the Trustee under the AAR Agreements,
the Servicing Agreements, the Mortgage Loan Purchase Agreement, the Insurance Policies relating to the Mortgage Loans, all cash,
instruments or property held or required to be held in the Distribution Account, the Custodial Accounts and the Escrow Agreement
and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement
(the foregoing assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding
Business Day, commencing in December 2015 (each, a “Distribution Date”), to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution
Date or, for the first Distribution Date, the Closing Date (the “Record Date”), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of
the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	 	A-16	 



     


    

 


IN WITNESS WHEREOF,
Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, has caused this Certificate to be duly executed.


 


	 	
        Wilmington Savings Fund
        Society,

        FSB, d/b/a Christiana
        Trust,

	 	not in its individual capacity but solely as Trustee


 


	 	By:	 	 
	 	Name:
	 	Title:


 


	 	Dated:	 	 


 


CERTIFICATE AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, N.A.,
	 	as Authenticating Agent


 


	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY


 


	 	Dated:	 	 


 




    	 	A-17	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates,
Series 2015-2 (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings
Fund Society, FSB, D/B/A Christiana Trust, a federal savings bank, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), to which terms, provisions and conditions thereof the Holder of this
Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates
consist of the following Classes: the Senior Certificates, the Subordinate Certificates and the Residual Certificates.


 


On each Distribution
Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Notional Amount) of each such Certificate.


 


Distributions on this
Certificate will be made by wire transfer in immediately available funds to an account specified in the request and at the expense
of each Certificateholder or, upon request made to the Securities Administrator at least five Business Days prior to the related
Record Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate
Registrar; provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and
surrender of this Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing
provisions shall not apply as long as this Certificate remains a Book-Entry Certificate in which case all payments made shall be
made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of
the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the
payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement
of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services – Oaks Mortgage Trust Series 2015-2, or at such other address as the Securities Administrator
may designate from time to time.


 




    	 	A-18	 



     


    

 


The Pooling and Servicing
Agreement may be amended by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of
the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class
of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust Event; and
provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received
on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of
the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case
of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be
issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee or the Securities Administrator.


 


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, an Initial Exchangeable Certificate in a
permitted combination may generally be exchanged for a proportionate interest in the related Exchangeable Certificates in such
combination, and vice versa. In connection with each such exchange, the Certificateholder shall pay the Securities Administrator
a fee equal to $5,000 for such exchange request. The Securities Administrator shall make the first distribution on a Certificate
in such exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record
Date related to such Distribution Date.


 




    	 	A-19	 



     


    

 


The Senior P&I
Certificates and the Subordinate Certificates are issuable only in registered form in minimum denominations of $100,000 in initial
Certificate Principal Amount, the Interest-Only Certificates are issuable only in registered form in minimum denominations of $1,000,000
in initial Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Senior Certificates
and the Subordinate Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate
representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain
outstanding until the final Distribution Date for the Certificates.


 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the Aggregate Stated Principal Balance as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Sponsor may purchase
all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.


 


In no event will the
trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


As provided in the
Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware without regard to the conflict of laws principles applied in the State of Delaware.
In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and
Servicing Agreement shall be controlling.


 




    	 	A-20	 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


 


	 
	 
	 


(Please print or type name and address, including postal zip
code, of assignee and social security number or employer identification number)


 


	 


the within Certificate stating in the names of the undersigned
in the Certificate Register and does hereby irrevocably constitute and appoint


 


	 


to transfer such Certificate in such Certificate Register.


 


I [we] further direct the Certificate Registrar
to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the
following address:


 


	 
	 
	 


 


	Dated:	 	 	 
	 	 	Signature by or on behalf of Assignor
	 	 	 
	 	 	 
	Authorized Officer	 	Signature Guaranteed
	 	 	 
	 	 	 
	Name of Institution	 	NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.


 




    	 	A-21	 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 


	 


 


	for the account of	 


 


	account number 	 	 or, if mailed by check, to	 


 


	 


 


	Applicable reports and statements should be mailed to	 


 


	 


 


	This information is provided by	 


 


	the assignee named above, or 	 	 as its agent.


 




    	 	A-22	 



     


    

 


[Form of Interest Only Rule 144A Certificates]


 


(RULE 144A)


 


THIS CERTIFICATE EVIDENCES BENEFICIAL OWNERSHIP
OF MULTIPLE REMIC REGULAR INTERESTS. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED
BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


THIS IS AN INTEREST-ONLY CERTIFICATE THAT
IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED AS SET
FORTH HEREIN. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


THIS CERTIFICATE IS EXCHANGEABLE FOR OTHER
CLASSES OF CERTIFICATES, AS MORE FULLY DESCRIBED IN AND IN ACCORDANCE WITH THE TERMS OF, THE POOLING AND SERVICING AGREEMENT.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT (“REGULATION S”))
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH SECURITIES LAWS.


 




    	 	A-23	 



     


    

 


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED STATES OR SUCH HOLDER
IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT
OR (2) BY SUCH HOLDER AS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A OF THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE SECURITIES ACT AND (B) IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE
TRANSFER THIS CERTIFICATE EXCEPT TO THE DEPOSITOR, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF
THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE, REPRESENTS,
ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN A TRANSACTION
THAT DOES NOT CAUSE THE TRUST OR THE MORTGAGE LOANS TO BE REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT.


 


EACH TRANSFEREE OF A CERTIFICATE WILL BE
DEEMED TO REPRESENT AT TIME OF TRANSFER THAT SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER. ANY PURPORTED CERTIFICATE OWNER
WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS PROVIDED IN
THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR,
THE DEPOSITOR, THE TRUSTEE AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES
AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 


TRANSFERS OF THE CERTIFICATES MUST GENERALLY
BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT.


 


ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE SECURITIES
ADMINISTRATOR OR ANY INTERMEDIARY.


 


IF THIS CERTIFICATE IS AN ERISA-RESTRICTED
CERTIFICATE OR IS NOT SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER
OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”),
OR A PERSON WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED OR (C)
IT HAS PROVIDED THE OPINION OF COUNSEL AS SET FORTH IN SECTION 3.03 OF THE POOLING AND SERVICING AGREEMENT.


 




    	 	A-24	 



     


    

 


IF THIS CERTIFICATE (OR ANY INTEREST THEREIN)
IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PERMITTED
PRECEDING TRANSFEREE SHALL BE TREATED AS THE BENEFICIAL OWNER RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. IF
THE REQUIREMENTS ARE NOT SATISFIED WITH RESPECT TO ALL OR A PORTION OF THE CERTIFICATES RECEIVED IN AN EXCHANGE, SUCH CERTIFICATES
MUST BE SIMULTANEOUSLY TRANSFERRED TO A PERSON THAT IS NOT A PLAN INVESTOR.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE POOLING
AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR, THE CUSTODIAN, THE SERVICERS, THE SERVICING ADMINISTRATOR, ANY SUBSERVICERS, THE INITIAL PURCHASERS
AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.


 




    	 	A-25	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
[___]


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


OAKS FUNDING LLC


 


	
        Initial Aggregate Certificate Principal

        Amount of the Class [___]

        Certificates: $[___]

         

        Certificate Interest Rate: Variable

         

        Final Scheduled Distribution

        Date: [___]

         

        NUMBER 1
	 	
        Initial Certificate

        Principal Amount of this

        Certificate: $[___]

         

        Cut-off Date: [___]

         

         

         

         

        CUSIP: [___]



 




    	 	A-26	 



     


    

 


THIS CERTIFIES THAT
CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial
Certificate Principal Amount or Notional Amount of this Certificate by the initial aggregate Certificate Principal Amount or Notional
Amount, both as specified above, of all Certificates of the above-referenced Class) in a Trust Fund, the assets of which consist
of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due
on or prior to the Cut-off Date), the rights of the Sponsor and the Depositor assigned to the Trustee under the AAR Agreements,
the Servicing Agreements, the Mortgage Loan Purchase Agreement, the Insurance Policies relating to the Mortgage Loans, all cash,
instruments or property held or required to be held in the Distribution Account, the Custodial Accounts and the Escrow Agreement
and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement
(the foregoing assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding
Business Day, commencing in December 2015 (each, a “Distribution Date”), to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution
Date or, for the first Distribution Date, the Closing Date (the “Record Date”), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of
the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	 	A-27	 



     


    

 


IN WITNESS WHEREOF,
Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, has caused this Certificate to be duly executed.


 


	 	
        Wilmington Savings Fund
        Society,

        FSB, d/b/a Christiana
        Trust,

	 	not in its individual capacity but solely as Trustee


 


	 	By:	 	 
	 	Name:
	 	Title:


 


	 	Dated:	 	 


 


CERTIFICATE AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, N.A.,
	 	as Authenticating Agent


 


	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY


 


	 	Dated:	 	 


 




    	 	A-28	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates,
Series 2015-2 (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings
Fund Society, FSB, D/B/A Christiana Trust, a federal savings bank, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), to which terms, provisions and conditions thereof the Holder of this
Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates
consist of the following Classes: the Senior Certificates, the Subordinate Certificates and the Residual Certificates.


 


On each Distribution
Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Notional Amount) of each such Certificate.


 


Distributions on this
Certificate will be made by wire transfer in immediately available funds to an account specified in the request and at the expense
of each Certificateholder or, upon request made to the Securities Administrator at least five Business Days prior to the related
Record Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate
Registrar; provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and
surrender of this Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing
provisions shall not apply as long as this Certificate remains a Book-Entry Certificate in which case all payments made shall be
made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of
the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the
payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement
of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services – Oaks Mortgage Trust Series 2015-2, or at such other address as the Securities Administrator
may designate from time to time.


 




    	 	A-29	 



     


    

 


The Pooling and Servicing
Agreement may be amended by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of
the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class
of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust Event; and
provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received
on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of
the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case
of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be
issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee or the Securities Administrator.


 




    	 	A-30	 



     


    

 


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, an Initial Exchangeable Certificate in a
permitted combination may generally be exchanged for a proportionate interest in the related Exchangeable Certificates in such
combination, and vice versa. In connection with each such exchange, the Certificateholder shall pay the Securities Administrator
a fee equal to $5,000 for such exchange request. The Securities Administrator shall make the first distribution on a Certificate
in such exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record
Date related to such Distribution Date.


 


The Senior P&I
Certificates and the Subordinate Certificates are issuable only in registered form in minimum denominations of $100,000 in initial
Certificate Principal Amount, the Interest-Only Certificates are issuable only in registered form in minimum denominations of $1,000,000
in initial Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Senior Certificates
and the Subordinate Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate
representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain
outstanding until the final Distribution Date for the Certificates.


 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the Aggregate Stated Principal Balance as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Sponsor may purchase
all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.


 


In no event will the
trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


As provided in the
Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware without regard to the conflict of laws principles applied in the State of Delaware.
In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and
Servicing Agreement shall be controlling.


 




    	 	A-31	 



     


    

 





ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


 


	 
	 
	 


(Please print or type name and address, including postal zip
code, of assignee and social security number or employer identification number)


 


	 


the within Certificate stating in the names of the undersigned
in the Certificate Register and does hereby irrevocably constitute and appoint


 


	 


to transfer such Certificate in such Certificate Register.


 


I [we] further direct the Certificate Registrar
to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the
following address:


 


	 
	 
	 


 


	Dated:	 	 	 
	 	 	Signature by or on behalf of Assignor
	 	 	 
	 	 	 
	Authorized Officer	 	Signature Guaranteed
	 	 	 
	 	 	 
	Name of Institution	 	NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.


 




    	 	A-32	 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 


	 


 


	for the account of	 


 


	account number 	 	 or, if mailed by check, to	 


 


	 


 


	Applicable reports and statements should be mailed to	 


 


	 


 


	This information is provided by	 


 


	the assignee named above, or 	 	 as its agent.


 




    	 	A-33	 



     


    




 


[Form of Interest Only Regulation S Certificates]


 


(REG S)


 


THIS CERTIFICATE EVIDENCES BENEFICIAL OWNERSHIP
OF A REMIC REGULAR INTEREST. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY,
THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


THIS IS AN INTEREST-ONLY CERTIFICATE THAT
IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED AS SET
FORTH HEREIN. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT (“REGULATION S”))
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH SECURITIES LAWS.


 




    	 	A-34	 



     


    

 


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE “DISTRIBUTION COMPLIANCE
PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH AS DEFINED IN REGULATION S), (B) IF THIS CERTIFICATE
IS HELD WITHIN THE UNITED STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (2) BY SUCH HOLDER AS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE
144A OF THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE SECURITIES
ACT AND (C) IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO THE DEPOSITOR, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE HOLDER
HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR
OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN A TRANSACTION THAT DOES NOT CAUSE THE TRUST OR THE MORTGAGE LOANS TO BE REQUIRED
TO REGISTER UNDER THE INVESTMENT COMPANY ACT.


 


EACH TRANSFEREE OF A CERTIFICATE WILL BE
DEEMED TO REPRESENT AT TIME OF TRANSFER THAT SUCH TRANSFEREE IS EITHER (A) A QUALIFIED INSTITUTIONAL BUYER OR (B) A NON-U.S. PERSON
AS DEFINED IN REGULATION S. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS PROVIDED IN THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 


TRANSFERS OF THE CERTIFICATES MUST GENERALLY
BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT.


 


ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE SECURITIES
ADMINISTRATOR OR ANY INTERMEDIARY.


 




    	 	A-35	 



     


    

 


IF THIS CERTIFICATE IS AN ERISA-RESTRICTED
CERTIFICATE OR IS NOT SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER
OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”),
OR A PERSON WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED OR (C)
IT HAS PROVIDED THE OPINION OF COUNSEL AS SET FORTH IN SECTION 3.03 OF THE POOLING AND SERVICING AGREEMENT.


 


IF THIS CERTIFICATE (OR ANY INTEREST THEREIN)
IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PERMITTED
PRECEDING TRANSFEREE SHALL BE TREATED AS THE BENEFICIAL OWNER RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. IF
THE REQUIREMENTS ARE NOT SATISFIED WITH RESPECT TO ALL OR A PORTION OF THE CERTIFICATES RECEIVED IN AN EXCHANGE, SUCH CERTIFICATES
MUST BE SIMULTANEOUSLY TRANSFERRED TO A PERSON THAT IS NOT A PLAN INVESTOR.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE POOLING
AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR, THE CUSTODIAN, THE SERVICERS, THE SERVICING ADMINISTRATOR, ANY SUBSERVICERS, THE INITIAL PURCHASERS
AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.


 




    	 	A-36	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
[___]


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


OAKS FUNDING LLC


 


	
        Initial Aggregate Certificate Principal

        Amount of the Class [___]

        Certificates: $[___]

         

        Certificate Interest Rate: Variable

         

        Final Scheduled Distribution

        Date: [___]

         

        NUMBER 1
	 	
        Initial Certificate

        Principal Amount of this

        Certificate: $[___]

         

        Cut-off Date: [___]

         

         

         

         

        CUSIP: [___]



 




    	 	A-37	 



     


    

 


THIS CERTIFIES THAT
CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial
Certificate Principal Amount or Notional Amount of this Certificate by the initial aggregate Certificate Principal Amount or Notional
Amount, both as specified above, of all Certificates of the above-referenced Class) in a Trust Fund, the assets of which consist
of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due
on or prior to the Cut-off Date), the rights of the Sponsor and the Depositor assigned to the Trustee under the AAR Agreements,
the Servicing Agreements, the Mortgage Loan Purchase Agreement, the Insurance Policies relating to the Mortgage Loans, all cash,
instruments or property held or required to be held in the Distribution Account, the Custodial Accounts and the Escrow Agreement
and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement
(the foregoing assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding
Business Day, commencing in December 2015 (each, a “Distribution Date”), to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution
Date or, for the first Distribution Date, the Closing Date (the “Record Date”), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of
the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	 	A-38	 



     


    

 





IN WITNESS WHEREOF,
Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, has caused this Certificate to be duly executed.


 


	 	
        Wilmington Savings Fund
        Society,

        FSB, d/b/a Christiana
        Trust,

	 	not in its individual capacity but solely as Trustee


 


	 	By:	 	 
	 	Name:
	 	Title:


 


	 	Dated:	 	 


 


CERTIFICATE AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, N.A.,
	 	as Authenticating Agent


 


	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY


 


	 	Dated:	 	 


 




    	 	A-39	 



     


    

 


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates,
Series 2015-2 (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings
Fund Society, FSB, D/B/A Christiana Trust, a federal savings bank, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), to which terms, provisions and conditions thereof the Holder of this
Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates
consist of the following Classes: the Senior Certificates, the Subordinate Certificates and the Residual Certificates.


 


On each Distribution
Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Notional Amount) of each such Certificate.


 


Distributions on this
Certificate will be made by wire transfer in immediately available funds to an account specified in the request and at the expense
of each Certificateholder or, upon request made to the Securities Administrator at least five Business Days prior to the related
Record Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate
Registrar; provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and
surrender of this Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing
provisions shall not apply as long as this Certificate remains a Book-Entry Certificate in which case all payments made shall be
made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of
the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the
payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement
of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services – Oaks Mortgage Trust Series 2015-2, or at such other address as the Securities Administrator
may designate from time to time.


 




    	 	A-40	 



     


    




 


The Pooling and Servicing
Agreement may be amended by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of
the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class
of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust Event; and
provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received
on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of
the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case
of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be
issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the interests,
rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the
Trustee or the Securities Administrator.


 




    	 	A-41	 



     


    

  


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, an Initial Exchangeable Certificate in a permitted
combination may generally be exchanged for a proportionate interest in the related Exchangeable Certificates in such combination,
and vice versa. In connection with each such exchange, the Certificateholder shall pay the Securities Administrator a fee
equal to $5,000 for such exchange request. The Securities Administrator shall make the first distribution on a Certificate in such
exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related
to such Distribution Date.


 


The Senior P&I Certificates
and the Subordinate Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate
Principal Amount, the Interest-Only Certificates are issuable only in registered form in minimum denominations of $1,000,000 in
initial Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Senior Certificates
and the Subordinate Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate
representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain
outstanding until the final Distribution Date for the Certificates.


 


On any date on which the
Aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the Aggregate Stated Principal Balance as of the Cut-off
Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Sponsor may purchase all
of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.


 


In no event will the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the
contrary.


 


As provided in the Pooling
and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware without regard to the conflict of laws principles applied in the State of Delaware. In the
event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall be controlling.


 




    	 	A-42	 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


 


	 
	 
	 


(Please print or type name and address, including postal zip code,
of assignee and social security number or employer identification number)


 


	 


the within Certificate stating in the names of the undersigned in
the Certificate Register and does hereby irrevocably constitute and appoint


 


	 


to transfer such Certificate in such Certificate Register.


 


I [we] further direct the Certificate Registrar
to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the
following address:


 


	 
	 
	 


 


	Dated:	 	 	 
	 	 	Signature by or on behalf of Assignor
	 	 	 
	 	 	 
	Authorized Officer	 	Signature Guaranteed
	 	 	 
	 	 	 
	Name of Institution	 	NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.


 




    	 	A-43	 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should include
the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available
funds to


 





	 
	 
	for the account of                                                                                                                                                             
	 
	account number _______________________ or, if mailed
    by check, to                                                                       
	 
	 
	 
	Applicable reports and statements should be mailed
to                                                                                                  
	 
	 
	 
	This information is provided by                                                                                                                        
	 
	the assignee named above, or ______________________________________ as its agent.


 




    	 	A-44	 



     


    

  


[Form of Class B Rule 144A Certificates]


 


(RULE 144A)


 


THIS CERTIFICATE EVIDENCES OWNERSHIP OF A REMIC
REGULAR INTEREST. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR,
THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF
PAYMENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT (“REGULATION S”))
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH SECURITIES LAWS.


 




    	 	A-45	 



     


    

  


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED STATES OR SUCH HOLDER
IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT
OR (2) BY SUCH HOLDER AS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A OF THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE SECURITIES ACT AND (B) IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE
TRANSFER THIS CERTIFICATE EXCEPT TO THE DEPOSITOR, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF
THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE, REPRESENTS,
ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN A TRANSACTION
THAT DOES NOT CAUSE THE TRUST OR THE MORTGAGE LOANS TO BE REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT.


 


EACH TRANSFEREE OF A CERTIFICATE WILL BE DEEMED
TO REPRESENT AT TIME OF TRANSFER THAT SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER. ANY PURPORTED CERTIFICATE OWNER WHOSE
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS PROVIDED IN THE
POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE
DEPOSITOR, THE TRUSTEE AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES
AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 


TRANSFERS OF THE CERTIFICATES MUST GENERALLY
BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT.


 


ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE SECURITIES
ADMINISTRATOR OR ANY INTERMEDIARY.


 


IF THIS CERTIFICATE IS AN ERISA-RESTRICTED
CERTIFICATE OR IS NOT SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER
OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”),
OR A PERSON WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED OR (C)
IT HAS PROVIDED THE OPINION OF COUNSEL AS SET FORTH IN SECTION 3.03 OF THE POOLING AND SERVICING AGREEMENT.


 




    	 	A-46	 



     


    

  


IF THIS CERTIFICATE (OR ANY INTEREST THEREIN)
IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PERMITTED
PRECEDING TRANSFEREE SHALL BE TREATED AS THE BENEFICIAL OWNER RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. IF
THE REQUIREMENTS ARE NOT SATISFIED WITH RESPECT TO ALL OR A PORTION OF THE CERTIFICATES RECEIVED IN AN EXCHANGE, SUCH CERTIFICATES
MUST BE SIMULTANEOUSLY TRANSFERRED TO A PERSON THAT IS NOT A PLAN INVESTOR.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE POOLING
AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR, THE CUSTODIAN, THE SERVICERS, THE SERVICING ADMINISTRATOR, ANY SUBSERVICERS, THE INITIAL PURCHASERS
AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.


 




    	 	A-47	 



     


    

  


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
[___]


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


OAKS FUNDING LLC


 


	Initial Aggregate Certificate Principal	Initial Certificate
	Amount of the Class [___]	Principal Amount of this
	Certificates: $[___]	Certificate: $[___]
	 	 
	Certificate Interest Rate: Variable	Cut-off Date: [___]
	 	 
	Final Scheduled Distribution	 
	Date: [___]	 
	 	 
	NUMBER 1	CUSIP: [___]


 




    	 	A-48	 



     


    

 


THIS CERTIFIES THAT CEDE
& CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate
Principal Amount or Notional Amount of this Certificate by the initial aggregate Certificate Principal Amount or Notional Amount,
both as specified above, of all Certificates of the above-referenced Class) in a Trust Fund, the assets of which consist of the
Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or
prior to the Cut-off Date), the rights of the Sponsor and the Depositor assigned to the Trustee under the AAR Agreements, the Servicing
Agreements, the Mortgage Loan Purchase Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments
or property held or required to be held in the Distribution Account, the Custodial Accounts and the Escrow Agreement and property
that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing
assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this Certificate
will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in December 2015 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date or, for the
first Distribution Date, the Closing Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented
by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby made
to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	 	A-49	 



     


    

  


IN WITNESS WHEREOF,
Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, has caused this Certificate to be duly executed.


 


	 	Wilmington Savings Fund Society,

 FSB, d/b/a Christiana Trust,
	 	not in its individual capacity but solely as Trustee
	 	 
	 	By:	 	 
	 	Name:
	 	Title:


 


	 	Dated:	 	 


 


CERTIFICATE AUTHENTICATION


 


This is one of the Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, N.A.,
	 	as Authenticating Agent
	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY


 


	 	Dated:	 	 


 




    	 	A-50	 



     


    

  


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is one
of a duly authorized issue of certificates designated as Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates,
Series 2015-2 (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings
Fund Society, FSB, D/B/A Christiana Trust, a federal savings bank, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), to which terms, provisions and conditions thereof the Holder of this
Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates
consist of the following Classes: the Senior Certificates, the Subordinate Certificates and the Residual Certificates.


 


On each Distribution Date,
the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Notional Amount) of each such Certificate.


 


Distributions on this Certificate
will be made by wire transfer in immediately available funds to an account specified in the request and at the expense of each
Certificateholder or, upon request made to the Securities Administrator at least five Business Days prior to the related Record
Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate Registrar;
provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and surrender
of this Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing provisions
shall not apply as long as this Certificate remains a Book-Entry Certificate in which case all payments made shall be made through
the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates,
each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full
of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual
Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust Office
with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office
of the Certificate Registrar at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
Corporate Trust Services – Oaks Mortgage Trust Series 2015-2, or at such other address as the Securities Administrator may
designate from time to time.


 




    	 	A-51	 



     


    

  


The Pooling and Servicing
Agreement may be amended by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of
the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class
of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust Event; and
provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received
on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of
the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case
of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be
issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the interests,
rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the
Trustee or the Securities Administrator.


 




    	 	A-52	 



     


    

  


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, an Initial Exchangeable Certificate in a permitted
combination may generally be exchanged for a proportionate interest in the related Exchangeable Certificates in such combination,
and vice versa. In connection with each such exchange, the Certificateholder shall pay the Securities Administrator a fee
equal to $5,000 for such exchange request. The Securities Administrator shall make the first distribution on a Certificate in such
exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related
to such Distribution Date.


 


The Senior P&I Certificates
and the Subordinate Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate
Principal Amount, the Interest-Only Certificates are issuable only in registered form in minimum denominations of $1,000,000 in
initial Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Senior Certificates
and the Subordinate Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate
representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain
outstanding until the final Distribution Date for the Certificates.


 


On any date on which the
Aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the Aggregate Stated Principal Balance as of the Cut-off
Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Sponsor may purchase all
of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.


 


In no event will the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the
contrary.


 


As provided in the Pooling
and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware without regard to the conflict of laws principles applied in the State of Delaware. In the
event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall be controlling.


 




    	 	A-53	 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


 


	 
	 
	 


(Please print or type name and address, including postal zip code,
of assignee and social security number or employer identification number)


 


	 


the within Certificate stating in the names of the undersigned in
the Certificate Register and does hereby irrevocably constitute and appoint


 


	 


to transfer such Certificate in such Certificate Register.


 


I [we] further direct the Certificate Registrar
to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the
following address:


 


	 
	 
	 


 


	Dated:	 	 	 
	 	 	Signature by or on behalf of Assignor
	 	 	 
	 	 	 
	Authorized Officer	 	Signature Guaranteed
	 	 	 
	 	 	 
	Name of Institution	 	NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.


 




    	 	A-54	 



     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The assignee should include
the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available
funds to


 





	 
	 
	for the account of                                                                                                                                                             
	 
	account number _______________________ or, if mailed
    by check, to                                                                       
	 
	 
	 
	Applicable reports and statements should be mailed
to                                                                                                  
	 
	 
	 
	This information is provided by                                                                                                                        
	 
	the assignee named above, or ______________________________________ as its agent.


 




    	 	A-55	 



     


    

  


[Form of Class B Regulation S Certificates]


 


(REG S)


 


THIS CERTIFICATE EVIDENCES OWNERSHIP OF A REMIC
REGULAR INTEREST. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR,
THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF
PAYMENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF OTHER JURISDICTION.
NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT (“REGULATION S”))
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH SECURITIES LAWS.


 




    	 	A-56	 



     


    

  


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE “DISTRIBUTION COMPLIANCE
PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH AS DEFINED IN REGULATION S), (B) IF THIS CERTIFICATE
IS HELD WITHIN THE UNITED STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (2) BY SUCH HOLDER AS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE
144A OF THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE SECURITIES
ACT AND (C) IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO THE DEPOSITOR, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE HOLDER
HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR
OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN A TRANSACTION THAT DOES NOT CAUSE THE TRUST OR THE MORTGAGE LOANS TO BE REQUIRED
TO REGISTER UNDER THE INVESTMENT COMPANY ACT.


 


EACH TRANSFEREE OF A CERTIFICATE WILL BE DEEMED
TO REPRESENT AT TIME OF TRANSFER THAT SUCH TRANSFEREE IS EITHER (A) A QUALIFIED INSTITUTIONAL BUYER OR (B) A NON-U.S. PERSON AS
DEFINED IN REGULATION S. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS PROVIDED IN THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 


TRANSFERS OF THE CERTIFICATES MUST GENERALLY
BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT.


 


ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE SECURITIES
ADMINISTRATOR OR ANY INTERMEDIARY.


 




    	 	A-57	 



     


    

  


IF THIS CERTIFICATE IS AN ERISA-RESTRICTED
CERTIFICATE OR IS NOT SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER
OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”),
OR A PERSON WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED OR (C)
IT HAS PROVIDED THE OPINION OF COUNSEL AS SET FORTH IN SECTION 3.03 OF THE POOLING AND SERVICING AGREEMENT.


 


IF THIS CERTIFICATE (OR ANY INTEREST THEREIN)
IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PERMITTED
PRECEDING TRANSFEREE SHALL BE TREATED AS THE BENEFICIAL OWNER RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. IF
THE REQUIREMENTS ARE NOT SATISFIED WITH RESPECT TO ALL OR A PORTION OF THE CERTIFICATES RECEIVED IN AN EXCHANGE, SUCH CERTIFICATES
MUST BE SIMULTANEOUSLY TRANSFERRED TO A PERSON THAT IS NOT A PLAN INVESTOR.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE POOLING
AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR, THE CUSTODIAN, THE SERVICERS, THE SERVICING ADMINISTRATOR, ANY SUBSERVICERS, THE INITIAL PURCHASERS
AND THE TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.


 




    	 	A-58	 



     


    

  


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
[___]


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


OAKS FUNDING LLC


 


	Initial Aggregate Certificate Principal	Initial Certificate
	Amount of the Class [___]	Principal Amount of this
	Certificates: $[___]	Certificate: $[___]
	 	 
	Certificate Interest Rate: Variable	Cut-off Date: [___]
	 	 
	Final Scheduled Distribution	 
	Date: [___]	 
	 	 
	NUMBER 1	CUSIP: [___]


 




    	 	A-59	 



     


    

 


THIS CERTIFIES THAT CEDE
& CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate
Principal Amount or Notional Amount of this Certificate by the initial aggregate Certificate Principal Amount or Notional Amount,
both as specified above, of all Certificates of the above-referenced Class) in a Trust Fund, the assets of which consist of the
Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or
prior to the Cut-off Date), the rights of the Sponsor and the Depositor assigned to the Trustee under the AAR Agreements, the Servicing
Agreements, the Mortgage Loan Purchase Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments
or property held or required to be held in the Distribution Account, the Custodial Accounts and the Escrow Agreement and property
that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing
assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this Certificate
will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in December 2015 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date or, for the
first Distribution Date, the Closing Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented
by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby made
to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	 	A-60	 



     


    

  


IN WITNESS WHEREOF,
Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, has caused this Certificate to be duly executed.


 


	 	Wilmington Savings Fund Society,

 FSB, d/b/a Christiana Trust,
	 	not in its individual capacity but solely as Trustee
	 	 
	 	By:	 	 
	 	Name:
	 	Title:


 


	 	Dated:	 	 


 


CERTIFICATE AUTHENTICATION


 


This is one of the Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, N.A.,
	 	as Authenticating Agent
	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY


 


	 	Dated:	 	 


 




    	 	A-61	 



     


    

  


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is one
of a duly authorized issue of certificates designated as Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates,
Series 2015-2 (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings
Fund Society, FSB, D/B/A Christiana Trust, a federal savings bank, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), to which terms, provisions and conditions thereof the Holder of this
Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates
consist of the following Classes: the Senior Certificates, the Subordinate Certificates and the Residual Certificates.


 


On each Distribution Date,
the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Notional Amount) of each such Certificate.


 


Distributions on this Certificate
will be made by wire transfer in immediately available funds to an account specified in the request and at the expense of each
Certificateholder or, upon request made to the Securities Administrator at least five Business Days prior to the related Record
Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate Registrar;
provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and surrender
of this Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing provisions
shall not apply as long as this Certificate remains a Book-Entry Certificate in which case all payments made shall be made through
the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates,
each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full
of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual
Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust Office
with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office
of the Certificate Registrar at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
Corporate Trust Services – Oaks Mortgage Trust Series 2015-2, or at such other address as the Securities Administrator may
designate from time to time.


 




    	 	A-62	 



     


    

  


The Pooling and Servicing
Agreement may be amended by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of
the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class
of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust Event; and
provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received
on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of
the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case
of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be
issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the interests,
rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the
Trustee or the Securities Administrator.


 




    	 	A-63	 



     


    

  


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, an Initial Exchangeable Certificate in a permitted
combination may generally be exchanged for a proportionate interest in the related Exchangeable Certificates in such combination,
and vice versa. In connection with each such exchange, the Certificateholder shall pay the Securities Administrator a fee
equal to $5,000 for such exchange request. The Securities Administrator shall make the first distribution on a Certificate in such
exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related
to such Distribution Date.


 


The Senior P&I Certificates
and the Subordinate Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate
Principal Amount, the Interest-Only Certificates are issuable only in registered form in minimum denominations of $1,000,000 in
initial Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Senior Certificates
and the Subordinate Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate
representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain
outstanding until the final Distribution Date for the Certificates.


 


On any date on which the
Aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the Aggregate Stated Principal Balance as of the Cut-off
Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Sponsor may purchase all
of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.


 


In no event will the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the
contrary.


 


As provided in the Pooling
and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware without regard to the conflict of laws principles applied in the State of Delaware. In the
event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall be controlling.


 




    	 	A-64	 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


 


	 
	 
	 


(Please print or type name and address, including postal zip code,
of assignee and social security number or employer identification number)


 


	 


the within Certificate stating in the names of the undersigned in
the Certificate Register and does hereby irrevocably constitute and appoint


 


	 


to transfer such Certificate in such Certificate Register.


 


I [we] further direct the Certificate Registrar
to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the
following address:


 


	 
	 
	 


 


	Dated:	 	 	 
	 	 	Signature by or on behalf of Assignor
	 	 	 
	 	 	 
	Authorized Officer	 	Signature Guaranteed
	 	 	 
	 	 	 
	Name of Institution	 	NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.


 




    	 	A-65	 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should include
the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available
funds to


 





	 
	 
	for the account of                                                                                                                                                             
	 
	account number _______________________ or, if mailed
    by check, to                                                                       
	 
	 
	 
	Applicable reports and statements should be mailed
to                                                                                                  
	 
	 
	 
	This information is provided by                                                                                                                        
	 
	the assignee named above, or ______________________________________ as its agent.


 




    	 	A-66	 



     


    

  


[Form of Class R and Class LT-R Residual Certificates]


 


THIS CERTIFICATE EVIDENCES OWNERSHIP OF A REMIC
RESIDUAL INTEREST. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR,
THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION
UNDER SUCH SECURITIES LAWS.


 


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE DEPOSITOR OR AN AFFILIATE (AS DEFINED IN RULE
405 UNDER THE 1933 ACT) OR (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),
(3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT.


 




    	 	A-67	 



     


    

  


ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE CERTIFICATE
REGISTRAR, ON BEHALF OF THE TRUSTEE THAT SUCH TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION” WITHIN THE MEANING OF
SECTION 860E(e)(5) OF THE CODE AND WILL NOT BE A “DISQUALIFIED ORGANIZATION” AS OF THE DATE OF TRANSFER, AND THAT THE
TRANSFEREE IS NOT ACQUIRING THIS CERTIFICATE FOR THE ACCOUNT OF, OR AS AGENT (INCLUDING A BROKER, NOMINEE, OR OTHER MIDDLEMAN)
FOR, ANY PERSON OR ENTITY FROM WHICH IT HAS NOT RECEIVED A TRANSFER AFFIDAVIT SUBSTANTIALLY IN THE FORM OF THE TRANSFER AFFIDAVIT
PROVIDED BY SUCH TRANSFEREE. FOR THESE PURPOSES, A “DISQUALIFIED ORGANIZATION” MEANS THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY OF
THE FOREGOING (OTHER THAN AN INSTRUMENTALITY IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND A MAJORITY OF ITS BOARD OF DIRECTORS
IS NOT SELECTED BY SUCH GOVERNMENTAL ENTITY), ANY COOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE
TO PERSONS IN RURAL AREAS AS DESCRIBED IN CODE SECTION 1381(a)(2)(C), ANY “ELECTING LARGE PARTNERSHIP” WITHIN THE MEANING
OF SECTION 775 OF THE CODE, OR ANY ORGANIZATION (OTHER THAN A FARMERS’ COOPERATIVE DESCRIBED IN CODE SECTION 521) THAT IS
EXEMPT FROM FEDERAL INCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED BUSINESS INCOME IMPOSED BY CODE SECTION
511. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS
AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


 


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (“CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN
INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING
AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED
CERTIFICATE IN VIOLATION OF THE FOREGOING.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF
THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE POOLING AND SERVICING
AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES
ADMINISTRATOR, THE CUSTODIAN, THE SERVICERS, THE SERVICING ADMINISTRATOR, ANY SUBSERVICERS, THE INITIAL PURCHASERS AND THE TRUST
FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


 




    	 	A-68	 



     


    

  


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
[___]


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


OAKS FUNDING LLC


 


	Percentage Interest of this	Cut-off Date: [___]
	Certificate: 100%	 
	 	 
	Final Scheduled Distribution	 
	Date: [___]	 
	 	 
	NUMBER 1	CUSIP: [___]


 




    	 	A-69	 



     


    

 


THIS CERTIFIES THAT BARCLAYS
CAPITAL INC. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial
Certificate Principal Amount or Notional Amount of this Certificate by the initial aggregate Certificate Principal Amount or Notional
Amount, both as specified above, of all Certificates of the above-referenced Class) in a Trust Fund, the assets of which consist
of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due
on or prior to the Cut-off Date), the rights of the Sponsor and the Depositor assigned to the Trustee under the AAR Agreements,
the Servicing Agreements, the Mortgage Loan Purchase Agreement, the Insurance Policies relating to the Mortgage Loans, all cash,
instruments or property held or required to be held in the Distribution Account, the Custodial Accounts and the Escrow Agreement
and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement
(the foregoing assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this Certificate
will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in December 2015 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date or, for the
first Distribution Date, the Closing Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented
by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby made
to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	 	A-70	 



     


    

  


IN WITNESS WHEREOF,
Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, has caused this Certificate to be duly executed.


 


	 	Wilmington Savings Fund Society,

 FSB, d/b/a Christiana Trust,
	 	not in its individual capacity but solely as Trustee
	 	 
	 	By:	 	 
	 	Name:
	 	Title:


 


	 	Dated:	 	 


 


CERTIFICATE AUTHENTICATION


 


This is one of the Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, N.A.,
	 	as Authenticating Agent
	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY


 


	 	Dated:	 	 


 




    	 	A-71	 



     


    

  


OAKS MORTGAGE TRUST SERIES 2015-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is one
of a duly authorized issue of certificates designated as Oaks Mortgage Trust Series 2015-2 Mortgage Pass-Through Certificates,
Series 2015-2 (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Oaks Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings
Fund Society, FSB, D/B/A Christiana Trust, a federal savings bank, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), to which terms, provisions and conditions thereof the Holder of this
Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates
consist of the following Classes: the Senior Certificates, the Subordinate Certificates and the Residual Certificates.


 


On each Distribution Date,
the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Notional Amount) of each such Certificate.


 


Distributions on this Certificate
will be made by wire transfer in immediately available funds to an account specified in the request and at the expense of each
Certificateholder or, upon request made to the Securities Administrator at least five Business Days prior to the related Record
Date by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate Registrar;
provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and surrender
of this Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing provisions
shall not apply as long as this Certificate remains a Book-Entry Certificate in which case all payments made shall be made through
the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates,
each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full
of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual
Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust Office
with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office
of the Certificate Registrar at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
Corporate Trust Services – Oaks Mortgage Trust Series 2015-2, or at such other address as the Securities Administrator may
designate from time to time.


 




    	 	A-72	 



     


    

  


The Pooling and Servicing
Agreement may be amended by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of
the Holders of not less than 66-2/3% of the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class
of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that
no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse REMIC Event or Adverse Grantor Trust Event; and
provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received
on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentages of Certificate Principal Amount or Notional Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of
the Certificate Principal Amount or Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case
of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be
issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the interests,
rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the
Trustee or the Securities Administrator.


 




    	 	A-73	 



     


    

  


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, an Initial Exchangeable Certificate in a permitted
combination may generally be exchanged for a proportionate interest in the related Exchangeable Certificates in such combination,
and vice versa. In connection with each such exchange, the Certificateholder shall pay the Securities Administrator a fee
equal to $5,000 for such exchange request. The Securities Administrator shall make the first distribution on a Certificate in such
exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related
to such Distribution Date.


 


The Senior P&I Certificates
and the Subordinate Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate
Principal Amount, the Interest-Only Certificates are issuable only in registered form in minimum denominations of $1,000,000 in
initial Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Senior Certificates
and the Subordinate Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate
representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain
outstanding until the final Distribution Date for the Certificates.


 


On any date on which the
Aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the Aggregate Stated Principal Balance as of the Cut-off
Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Sponsor may purchase all
of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.


 


In no event will the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the
contrary.


 


As provided in the Pooling
and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware without regard to the conflict of laws principles applied in the State of Delaware. In the
event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall be controlling.


 




    	 	A-74	 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


 


	 
	 
	 


(Please print or type name and address, including postal zip code,
of assignee and social security number or employer identification number)


 


	 


the within Certificate stating in the names of the undersigned in
the Certificate Register and does hereby irrevocably constitute and appoint


 


	 


to transfer such Certificate in such Certificate Register.


 


I [we] further direct the Certificate Registrar
to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the
following address:


 


	 
	 
	 


 


	Dated:	 	 	 
	 	 	Signature by or on behalf of Assignor
	 	 	 
	 	 	 
	Authorized Officer	 	Signature Guaranteed
	 	 	 
	 	 	 
	Name of Institution	 	NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.



 



    	 	A-75	 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should include
the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available
funds to


 





	 
	 
	for the account of                                                                                                                                                             
	 
	account number _______________________ or, if mailed
    by check, to                                                                       
	 
	 
	 
	Applicable reports and statements should be mailed
to                                                                                                  
	 
	 
	 
	This information is provided by                                                                                                                        
	 
	the assignee named above, or ______________________________________ as its agent.


 








    	 	A-76	 



     


    

 


EXECUTION VERSION


 


  


Wilmington
Savings Fund Society, FSB, D/B/A cHRISTIANA TRUST


as Trustee under the Pooling and Servicing
Agreement relating to


Oaks Mortgage Trust Series 2015-2, Mortgage
Pass-Through Certificates,


Series 2015-2,


 


OAKS FUNDING LLC


as Depositor


 


and


 


WELLS FARGO BANK, N.A.


as Custodian


 





 



 


CUSTODIAL AGREEMENT


 


as of November 1, 2015


 





 



 





 




     


     


    

  


Table of Contents


 


	 	 	Page
	 	 	 
	Section 1.	Definitions.	1
	 	 	 
	Section 2.	Delivery
    of Custodial Files and Credit Files.	5
	 	 	 
	Section 3.	Custodian
    as Bailee.	8
	 	 	 
	Section 4.	Trust
    Receipt and Closing Date Certifications of the Custodian.	9
	 	 	 
	Section 5.	Obligations
    of the Custodian.	10
	 	 	 
	Section 6.	Final
    Certification.	10
	 	 	 
	Section 7.	Future
    Defects.	10
	 	 	 
	Section 8.	Release
    for Servicing.	10
	 	 	 
	Section 9.	Limitation
    on Release.	11
	 	 	 
	Section 10.	Release
    for Payment.	11
	 	 	 
	Section 11.	Fees
    of Custodian.	11
	 	 	 
	Section 12.	Removal
    of Custodian.	12
	 	 	 
	Section 13.	Transfer
    of Custodial Files.	13
	 	 	 
	Section 14.	Examination
    of Custodial Files.	13
	 	 	 
	Section 15.	Insurance
    of Custodian.	13
	 	 	 
	Section 16.	Representations
    and Warranties.	13
	 	 	 
	Section 17.	Counterparts;
    Entire Agreement.	16
	 	 	 
	Section 18.	Periodic
    Statements.	16
	 	 	 
	Section 19.	Governing
    Law; Consent to Jurisdiction.	17
	 	 	 
	Section 20.	Copies
    of Mortgage Documents.	17
	 	 	 
	Section 21.	No
    Adverse Interest of Custodian.	17


 




    i 


     


    

  


	Section
    22.	Termination
    by Custodian.	17
	 	 	 
	Section 23.	Term
    of Agreement.	18
	 	 	 
	Section 24.	Notices.	18
	 	 	 
	Section 25.	Successors
    and Assigns.	18
	 	 	 
	Section 26.	Indemnification.	19
	 	 	 
	Section 27.	Reliance
    of Custodian.	19
	 	 	 
	Section 28.	Transmission
    of Custodial Files.	20
	 	 	 
	Section 29.	Authorized
    Representatives.	20
	 	 	 
	Section 30.	Reproduction
    of Documents.	20
	 	 	 
	Section 31.	Force
    Majeure.	21
	 	 	 
	Section 32.	Limitations
    on the Responsibilities of the Custodian.	21
	 	 	 
	Section 33.	Limitations
    on the Responsibilities of the Trustee.	23
	 	 	 
	Section 34.	Waiver
    of Trial by Jury.	24


 


EXHIBITS


 


	EXHIBIT 1	FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION
	 	 
	EXHIBIT 2	FORM OF TRUST RECEIPT AND FINAL CERTIFICATION
	 	 
	EXHIBIT 3	FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
	 	 
	EXHIBIT 4	AUTHORIZED REPRESENTATIVES OF Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, CENLAR FSB, PHH MORTGAGE CORPORATION, NEW PENN FINANCIAL, LLC D/B/A SHELLPOINT MORTGAGE SERVICING, AND SELECT PORTFOLIO SERVICING, INC.
	 	 
	EXHIBIT 5	MORTGAGE LOAN SCHEDULE
	 	 
	EXHIBIT 6	FORM OF LOST NOTE AFFIDAVIT
	 	 
	EXHIBIT 7	FORM OF CREDIT FILE CERTIFICATION
	 	 
	EXHIBIT 8	ADDRESSES OF MASTER SERVICER AND SERVICERS FOR NOTICES
	 	 
	EXHIBIT 9	REQUEST FOR ELECTRONIC IMAGE OF CREDIT FILE


 




    ii 


     


    

  


THIS CUSTODIAL AGREEMENT
(the “Custodial Agreement”), dated as of November 1, 2015, by and among WILMINGTON
SAVINGS FUND SOCIETY, FSB, D/B/A CHRISTIANA TRUST, a federal savings bank organized under the laws of the United States
having an address at 500 Delaware Avenue, 11th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust - Oaks Mortgage Trust
Series 2015-2, not individually, but solely as trustee under the Pooling and Servicing Agreement for Oaks Mortgage Trust Series
2015-2, Mortgage Pass-Through Certificates, Series 2015-2 (the “Trust”), OAKS FUNDING LLC, a Delaware
limited liability company having an address at 540 Madison Avenue, 19th Floor, New York, New York 10022, as depositor
(the “Depositor”), and WELLS FARGO BANK, N.A., a national banking association having an address at 751
Kasota Avenue, Minneapolis, Minnesota 55414, Attention: Client Manager- Oaks Mortgage Trust 2015-2, as custodian (the “Custodian”).


 


WITNESSETH


 


WHEREAS, the Depositor
has agreed to transfer certain conventional fixed-rate mortgage loans (the “Mortgage Loans”) to the Trustee,
pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), among the Depositor, the Trustee and Wells Fargo Bank, N.A. as master servicer and securities
administrator;


 


WHEREAS, the Servicers
(as defined below) are to service the Mortgage Loans pursuant to the terms and conditions of the related Servicing Agreement, as
applicable, and the Trustee will retain record title to the Mortgage Loans; and


 


WHEREAS, the Custodian
is a national banking association and is otherwise authorized to act as Custodian pursuant to this Custodial Agreement.


 


NOW THEREFORE, in consideration
of the mutual undertakings herein expressed, the parties hereto hereby agree as follows:


 


Section 1.          Definitions.


 


Capitalized terms used
but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement, a copy of which has been
received by the Custodian.


 


AAR Agreement:
Each securitization assignment, assumption and recognition agreement dated November 10, 2015, among an Originator, FOAC, as assignor,
and the Trustee.


 


Assignment of Mortgage:
An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to the party indicated therein
or if the related Mortgage has been recorded in the name of MERS or its designee, such actions as are necessary to cause the Trust
or its designee to be shown as the owner of the related Mortgage on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.


 




     1


     


    

  


Authorized Representative:
Any person identified by the Trustee as its duly authorized representative on Exhibit 4 hereto.


 


Business Day:
Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the States of Maryland, Delaware, Minnesota or New York,
(iii) a day on which banking institutions in the States of Maryland, Delaware, Minnesota or New York, or any city in which the
Corporate Trust Office of the Trustee or the Securities Administrator is located, are authorized or obligated by law or executive
order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.


 


Cenlar: Cenlar
FSB.


 


Cenlar Servicing Agreement:
The Flow Mortgage Loan Securitization Subservicing Agreement dated April 1, 2015 among FOAC, Cenlar and Five Oaks Investment Corp.,
as guarantor, and the Servicing Assignment Assumption and Recognition Agreement dated November 10, 2015 among Cenlar, FOAC, Depositor
and the Trustee and acknowledged and agreed to by Five Oaks Investment Corp., as guarantor and, with respect to certain Sections
thereof, by the Master Servicer.


 


Co-op Lease: With
respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated
to the related dwelling unit.


 


Co-op Loan: A
Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and
a collateral assignment of the related Co-op Lease.


 


Closing Date:
November 10, 2015.


 


Credit Document:
As defined in 2(b) of this Custodial Agreement.


 


Credit File: With
respect to each Mortgage Loan, the electronic image of each related Credit Document plus any Miscellaneous Images delivered therewith.


 


Credit File Certification:
The certificate to be delivered pursuant to Section 2(b) in the form of Exhibit 7.


 


Credit File Exception:
As defined in Section 2(b) of this Custodial Agreement.


 


Credit File Exception
Report: As defined in Section 2(b) of this Custodial Agreement.


 


Custodial File:
As to each Mortgage Loan, the mortgage loan documents which are required to be delivered to the Custodian or which at any time
come into the possession of the Custodian, as set forth in Section 2(a) of this Custodial Agreement.


 


Custodian: Wells
Fargo Bank, N.A., or its successor in interest or assigns, or any successor to the Custodian under this Custodial Agreement as
herein provided. Wells Fargo Bank, N.A. will perform its duties as Custodian hereunder through its Document Custody division.


 




     2


     


    

  


Delivery Date:
The date which occurs five (5) Business Days prior to the Closing Date or such other date as mutually agreed upon by the Depositor,
the Trustee, and the Custodian.


 


Designated Agent:
The party identified in writing to the Custodian by an Authorized Representative of the Trustee


 


FOAC: Five Oaks
Acquisition Corp.


 


Lost Note Affidavit:
A lost note affidavit, substantially in the form annexed hereto as Exhibit 6.


 


Master Servicer:
Wells Fargo Bank, N.A., a national banking association organized under the laws of the United States in its capacity as Master
Servicer and any successor in interest, or if any successor master servicer shall be appointed as herein provided, then such successor
master servicer.


 


MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor
thereto.


 


MERS Event: The
occurrence of any of the following events: (i) a monthly payment on a MERS Mortgage Loan that has not been received within 60 days
of its Due Date; (ii) a court of competent jurisdiction in a particular state rules that MERS is not an appropriate, permissible
or authorized system for transferring ownership of Mortgage Loans in that state; or (iii) (A) a decree or order of a court or agency
or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against MERS, and such decree or order shall have remained in force undischarged or unstayed for
a period of 60 days; or (B) MERS shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to MERS
or of or relating to all or substantially all of its property; or (C) MERS shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. With respect to the event described
in clause (ii), a MERS Event will be deemed to have occurred with respect to all Mortgage Loans in the related state, and with
respect to any of the events described in clause (iii), a MERS Event will be deemed to have occurred with respect to all of the
Mortgage Loans.


 


MERS Mortgage Loan:
Any Mortgage Loan registered with MERS on the MERS System.


 


MERS® System:
The system of recording transfers of mortgages electronically maintained by MERS.


 


Miscellaneous Images:
Any imaged document in the Credit File for a Mortgage Loan that is not a Credit Document.


 


Mortgage Loan:
The mortgage loan relating to each Custodial File sold, assigned or transferred pursuant to this Custodial Agreement and identified
on the Mortgage Loan Schedule attached hereto as Exhibit 5, as such Mortgage Loan Schedule may be supplemented from time to time.


 




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Mortgage: A mortgage,
deed of trust or other instrument creating a first lien on, or first priority ownership interest in, an estate in fee simple in
real property securing a Mortgage Note, together with improvements thereto; except that with respect to real property located in
jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed
of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor.


 


Mortgage Note:
The original executed note or other evidence of the indebtedness of a Mortgagor secured by (i) a Mortgage under a Mortgage Loan
or (ii) Cooperative Shares and a Proprietary Lease under a Mortgage Loan.


 


Mortgagor: The
obligor on a Mortgage Note.


 


Originator: With
respect to each Mortgage Loan, the related originator, which is defined as “Company” under the related AAR Agreement,
and any successor thereto.


 


Originator Underwriting
Guidelines: The related underwriting guidelines of each Originator related to the Mortgage Loans.


 


PHH: PHH Mortgage
Corporation.


 


PHH Servicing Agreement:
The Five Oaks Securitization Program Servicing Agreement, dated April 1, 2015 between FOAC and PHH, the Mortgage Loan Servicing
Standard Terms and Conditions dated April 1, 2015 between FOAC and PHH, and the Trust Servicing Supplement, dated November 1, 2015
among FOAC, the Trustee, and PHH.


 


Request for Electronic
Images: A request for release of any imaged documents in the Credit File for any Mortgage Loan in the form attached hereto
as Exhibit 9.


 


Servicer: Each
of Cenlar, PHH, Shellpoint and SPS, as applicable, or any successor in interest thereto including any successor servicer thereto.


 


Servicing Agreement:
Each of the Cenlar Servicing Agreement, PHH Servicing Agreement, Shellpoint Servicing Agreement, and SPS Servicing Agreement, as
applicable.


 


Shellpoint: New
Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing.


 


Shellpoint Servicing
Agreement: The Five Oaks Securitization Program Servicing Agreement dated April 1, 2015 between FOAC and Shellpoint, the Mortgage
Loan Servicing Standard Terms and Conditions dated April 1, 2015 between FOAC and Shellpoint, and the Trust Servicing Supplement
dated November 1, 2015 among FOAC, the Trustee, and Shellpoint.


 


SPS: Select
Portfolio Servicing, Inc.


 




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SPS Servicing Agreement:
The Five Oaks Securitization Program Servicing Agreement dated November 1, 2015 between FOAC and SPS, the Mortgage Loan Servicing
Standard Terms and Conditions dated November 1, 2015 between FOAC and SPS, and the Trust Servicing Supplement dated November 1,
2015 among FOAC, the Trustee and SPS.


 


Trustee: Wilmington
Savings Fund Society, FSB, D/B/A Christiana Trust, not individually, but solely in its capacity as Trustee under the Pooling and
Servicing Agreement or its assigns.


 


Trust Receipt:
With respect to each Custodial File, either a trust receipt and Initial Certification or a trust receipt and Final Certification.


 


Trust Receipt and
Initial Certification: A trust receipt and initial certification as to each Mortgage Loan, which Trust Receipt and Initial
Certification is delivered to the Trustee and the Depositor by the Custodian in the form annexed hereto as Exhibit 1.


 


Trust Receipt and
Final Certification: A trust receipt and final certification as to each Mortgage Loan, which Trust Receipt and Final Certification
is delivered to the Trustee and the Depositor by the Custodian in the form annexed hereto as Exhibit 2.


 


Underwriting Guidelines:
As defined in 2(b) of this Custodial Agreement.


 


Section 2.          Delivery
of Custodial Files and Credit Files.


 


(a)         The
Depositor shall deliver and release or cause to be delivered and released to the Custodian on the Delivery Date the following documents
pertaining to each of the Mortgage Loans identified in the related Mortgage Loan Schedule:


 


With respect to any
Mortgage Loan:


 


(i)          The
original Mortgage Note endorsed to the order of the Trustee or in blank with all prior and intervening endorsements as may be necessary
to show a complete chain of endorsements, or a Lost Note Affidavit, substantially in the form annexed hereto as Exhibit 6,
in lieu thereof, with a copy of the original Mortgage Note attached.


 


(ii)         The
original recorded Mortgage, or if the original Mortgage has been submitted for recordation but has not been returned by the applicable
public recording office, a certified copy thereof.         


 


(iii)        In
the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage to the Trustee or in blank,
in recordable form.


 


(iv)        Each
original recorded intervening Assignment of Mortgage as may be necessary to show a complete chain of title, or if any assignment
has been submitted for recordation but has not been returned from the applicable public recording office or is otherwise not available,
a certified copy thereof.         


 


(v)         An
original or copy of policy of title insurance or, if the policy has not yet been issued, a copy of the written commitment or interim
binder issued by the title insurance company.


 




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(vi)        The
original or certified copies of assumption agreement, modification agreement, written assurance or substitution agreement, if any.


 


(vii)       Originals
or copies of each power of attorney, surety agreement and guaranty agreement, if any.         


 


(viii)      The
original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage,
if any.


 


(ix)         With
respect to Mortgage Loans designated as Co-op Loans on the Mortgage Loan Schedule: (i) a copy of the Co-op Lease and the assignment
of such Co-op Lease to the Trustee or in blank, with all intervening assignments showing a complete chain of title and an assignment
thereof by last endorsee; (ii) the stock certificate together with an undated stock power relating to such stock certificate executed
in blank; (iii) the recognition agreement; and (iv) copies of the financing statement filed by the Originator as secured party
and, if applicable, a copy of a filed UCC-3 assignment of the subject security interest showing a complete chain of title, together
with an executed UCC-3 assignment of such security interest by the last endorsee in a form sufficient for filing.


 


Notwithstanding the foregoing,
in the event that any of the foregoing documents set forth in Section 2(a) with respect to any Mortgage Loan are (i) in the
possession of a foreclosure or bankruptcy attorney or a Servicer, a bailee letter from such foreclosure or bankruptcy attorney
or such Servicer, as applicable, which itemizes the documents in the foreclosure or bankruptcy attorney’s or such Servicer’s
possession shall be acceptable in lieu of the delivery requirements set forth above or (ii) in the possession of a Servicer in
connection with a Mortgage Loan that has or will be paid in full, a document attestation from such Servicer shall be acceptable
in lieu of the delivery requirements set forth above.


 


(b)          Custody of
Credit Files and Underwriting Guidelines


 


(i)       Delivery
of Credit Files and Underwriting Guidelines. Within sixty (60) Business Days following the Closing Date, the Depositor shall
deliver or cause to be delivered to the Custodian, in form and method reasonably acceptable to the Custodian, (i) an imaged copy
of the complete Credit File for each Mortgage Loan and (ii) the Underwriting Guidelines. The Custodian hereby acknowledges that
the Credit Files and the Underwriting Guidelines will be held by the Custodian for the benefit of the Trustee.


 


(ii)        Review
of Credit File. The Custodian shall review each Credit File for the following items:


 


(a)        Mortgage
Loan application;


 


(b)        Mortgage
Loan property appraisal; and


 


(c)        HUD-1
Settlement Statement (collectively with (a) and (b), the “Credit Documents” and each, a “Credit
Document”).


 




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In addition,
the Custodian shall confirm that the Credit File for each Mortgage Loan includes at least one (1) Miscellaneous Image. For clarification,
the Depositor shall deliver or cause to be delivered the complete Credit File (which may contain any number of Miscellaneous Images),
but the Custodian shall only be responsible in its review for confirming that the Credit File contains the Credit Documents and
at least one (1) Miscellaneous Image.


 


The Custodian
shall report to the Depositor and Trustee any Credit File Exceptions with respect to the Credit Files within 45 Business Days following
the Custodian’s receipt of the Credit Files. If the Credit Files have not been received by the Custodian, the Custodian will
report on the missing Credit Files no later than 105 Business Days following the Closing Date.


 


A “Credit
File Exception” shall exist if any image listed in (a), (b) or (c) above is not included in
the Credit File, or if the Credit File does not include at least one (1) Miscellaneous Image. The parties hereto agree that nothing
contained in this Section 2(b)(ii) is intended to obligate or otherwise require the Custodian to confirm or verify receipt
of any images in a Credit File other than the Credit Documents and at least one (1) Miscellaneous Image. The Custodian shall have
no obligation to review, report or otherwise confirm the presence or existence of more than one (1) Miscellaneous Image. The Custodian
makes no representations as to, and shall not be responsible for verifying (i) the validity, legality, enforceability, perfectibility,
due authorization, recordability, sufficiency, or genuineness of any of the Credit Files or (ii) the collectability, insurability,
effectiveness or suitability of any such Credit Files.


 


(iii)        Credit
File Certifications and Reports. Upon the completion of its review of the Credit Files pursuant to Section 2(b)(ii) hereof,
the Custodian shall deliver to the Depositor, and the Trustee (in electronic format), a Credit File Certification in the form of
Exhibit 7, in which the Custodian shall certify (subject to any Credit File Exceptions on the Credit File Exception Report
as described below) that (i) it is in receipt of a Credit File for each Mortgage Loan, (ii) each Credit File includes the Credit
Documents and at least one (1) Miscellaneous Image, and (iii) such Credit Files are held for the benefit of the Trustee


 


If the Custodian
determines that any Credit File Exception exists with respect to a Credit File, the Custodian
shall note such Credit File Exception on the schedule of Credit File Exceptions (the “Credit
File Exception Report”) attached to the Credit File Certification.
Each Credit File Exception Report shall be superseded by a subsequently issued Credit File Exception Report and shall replace
the then existing Credit File Exception Report.


 


In the event
a Credit File Certification is lost, destroyed, or otherwise unavailable or a revised Credit File Certification is required, upon
written request to the Custodian, the Custodian shall issue a new Credit File Certification. Upon the issuance of a new Credit
File Certification, the prior Credit File Certification for such Credit Files shall be deemed canceled.


 


(iv)        Requests
for Credit Files. Upon receipt of a request for release in the form of Exhibit 9 from the Trustee in a mutually agreed
upon format, the Custodian shall, within five (5) Business Days of receipt of such request, deliver electronic images of the requested
Credit Files to the Trustee or its designated agent. The designated agent must be identified to the Custodian in advance by the
Trustee in writing by an Authorized Representative of the Trustee. The Custodian shall not be required to provide any physical
copies of any of the Credit Files to any requesting party.


 




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(v)         Report
Requests. Upon the written request of the Depositor or the Trustee, the Custodian shall, not later than one (1) Business Day
after receipt of such request, provide to the Depositor or the Trustee, as the case may be, a list of all of the Mortgage Loans
for which the Custodian holds a Credit File pursuant to this Custodial Agreement and the most recent Credit File Exception Report
relating to the Credit Files.


 


(vi)        Retention
of Underwriting Guidelines. The Custodian hereby agrees to hold the underwriting guidelines (“Underwriting Guidelines”)
that it receives from the Depositor. The Depositor shall cause the Underwriting Guidelines to be delivered to the Custodian in
a mutually agreeable format and clearly labeled as the “Underwriting Guidelines.” The Custodian shall not conduct,
and shall not be responsible for conducting, any review of the Underwriting Guidelines. The Custodian’s sole responsibility
regarding the Underwriting Guidelines shall be to hold the Underwriting Guidelines received from the Depositor in custody for the
benefit of the Trustee, and the Custodian hereby acknowledges that the Underwriting Guidelines shall be held by the Custodian as
the duly appointed agent of the Trustee. The Custodian shall certify receipt of the Underwriting Guidelines in the Credit File
Certification delivered to the Depositor and the Trustee.


 


Upon the Custodian’s
receipt of a written request from the Trustee or the Depositor for a copy of the Underwriting Guidelines, the Custodian shall promptly
deliver (no later than five (5) Business Days from the receipt of such request) a copy of the Underwriting Guidelines to the requesting
party.


 


With respect
to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned
in time to permit their delivery hereunder at the time required, in lieu of delivering such recorded documents, the Depositor shall
deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original
which has been transmitted for recordation; provided, however, that if such copy is delivered to the Custodian, the Custodian shall
list such copy as an exception on the exception report. The Depositor shall deliver or shall cause to be delivered such recorded
documents to the Custodian promptly when they are received.


 


Upon the occurrence
of a MERS Event with respect to any or all of the Mortgage Loans, the related Servicer shall deregister such Mortgage Loans
from MERS and cause MERS to prepare an Assignment of Mortgage within timeframe set forth in the related Servicing Agreement with
respect to each such Mortgage Loan in the name of the Trustee on behalf of the Certificateholders, and any other notice, document
or instrument as may be necessary to effect or evidence the transfer of each such related Mortgage to the Trustee on behalf of
the Certificateholders. The related Servicer shall deliver each such Assignment of Mortgage to the Custodian for inclusion in the
related Custodial File.


 


Section 3.          Custodian
as Bailee.


 


The Custodian hereby
acknowledges that it is, and agrees to act as, bailee for the Trustee and is holding each Custodial File and Credit File delivered
to it in trust for the Trustee.


 




     8


     


    

  


 


Section 4.          Trust
Receipt and Closing Date Certifications of the Custodian.


 


(a)          No
later than 11:00 a.m. Eastern Time on the Closing Date, the Custodian shall deliver to the Trustee, the Master Servicer, FOAC and
the Depositor a Trust Receipt and Initial Certification certifying, subject to any exceptions noted thereon, as to each Mortgage
Loan, (i) all documents required to be delivered to it pursuant to Section 2(a) above are in its possession; and (ii) such documents
have been reviewed by it and appear regular on their face and related to such Mortgage Loan.


 


(b)          Upon
the written directions of the Trustee, the Master Servicer or a related Servicer in accordance with the terms of this Custodial
Agreement, the Pooling and Servicing Agreement or the Servicing Agreements, as applicable, the Custodian shall deliver all or any
portion of the related Custodial Files held by it pursuant to such Trust Receipt to the Trustee and/or to the requesting party,
or to such other party designated by the requesting party in such written direction, and to the place indicated in any such written
direction from the requesting party.


 


(c)          The
Depositor hereby certifies to the Custodian that, notwithstanding anything to the contrary in this Custodial Agreement, the review
contemplated by this Section 4 (the “Review”) is a review to be performed by the Custodian solely for the purpose of
acknowledging receipt of Custodial Files by the Custodian. Any custodial certification (“Certification”) related to
such Review prepared by the Custodian and furnished to the Depositor is produced solely in connection with this purpose. The Depositor
did not engage the Custodian to perform the Review, produce the Certification or perform any of the services in this Custodial
Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Mortgage Loans
provided to the Custodian by the Depositor for the Review as contemplated by Rule 17g-10 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Given the purpose and scope of the Custodian’s services (including the Review
and any Certification) under this Custodial Agreement and given the treatment and use of the Review and Certification by the Depositor,
the Depositor and the Custodian agree that the Custodian’s Review is not commonly understood in the market to be “due
diligence services” for purposes of Rule 17g-10. The Depositor does not consider the Review and the Certification to be “due
diligence services” for purposes of Rule 17g-10, and unless the Depositor notifies the Custodian to the contrary, the Depositor
will not treat the Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the Exchange
Act. The Depositor hereby acknowledges that the Custodian is relying on this certification for purposes of determining that its
Review does not constitute “due diligence services” under Rule 17g-10.


 




     9


     


    

  


Section 5.          Obligations
of the Custodian.


 


With respect to the Mortgage
Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File and Credit File which is
delivered to the Custodian or which come into the possession of the Custodian, the Custodian is the custodian for the Trustee exclusively.
The Custodian shall hold all mortgage documents received by it constituting the Custodial File, and the Credit File, for the exclusive
use and benefit of the Trustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions
furnished by the Trustee, Master Servicer or Servicers, as applicable, in accordance with the terms of this Custodial Agreement,
the Pooling and Servicing Agreement and the Servicing Agreements. The Custodian shall segregate and maintain continuous custody
of all mortgage documents constituting the Custodial File in secure and fire-resistant facilities in accordance with customary
standards for such custody. The Custodian shall not be responsible to verify (i) the validity, legality, ownership, title, enforceability,
recordability, priority, perfection, sufficiency, due authorization or genuineness of any document in the Custodial File, the Credit
File or of any Mortgage Loans or (ii) the collectability, insurability, effectiveness, including the authority or capacity of any
Person to execute or issue any document in the Custodial File or Credit File, or suitability of any Mortgage Loan unless specified
otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial
Files or Credit Files or maintain its accounts, records and computer systems as herein provided and promptly take appropriate action
to remedy such failure. The Custodian shall use the same degree of care and skill as is reasonably expected of financial institutions
acting in comparable capacities; provided that the foregoing shall not be interpreted to impose upon the Custodian a higher standard
of care than that set forth in this Custodial Agreement.


 


Section 6.          Final
Certification.


 


Not later than 270 days
following the Closing Date the Custodian shall ascertain that all documents specified in Section 2(a) of this Custodial Agreement
are in its possession, and shall deliver to the Trustee, the Master Servicer, FOAC and the Depositor a Trust Receipt and Final
Certification certifying, subject to any exceptions noted thereon that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by
such certification): (i) all documents required to be delivered to it pursuant to Sections 2(a)(i)-(v) and (ix) and, to the extent
delivered to the Custodian, Sections 2(a)(vi)-(viii) of the Custodial Agreement, are in its possession; (ii) such documents have
been reviewed by it and appear regular on their face and related to such Mortgage Loan; and (iii) each Mortgage Note has been endorsed
as provided in Section 2(a)(i) of this Custodial Agreement and each Assignment of Mortgage is executed in accordance with Section 2(a)(iii)
of this Custodial Agreement.


 


Section 7.          Future
Defects.


 


During the term of this
Custodial Agreement, if Custodian discovers any defect with respect to the Custodial Files, Custodian shall promptly give written
specification of such defect to the Trustee, the Depositor, the Master Servicer and the related Servicer. For purposes of
this section, “defect” shall mean a failure of a document to be returned to the Custodian upon release
to the applicable Servicer pursuant to Section 8, and the applicable Servicer shall be solely responsible for curing such defect.


 


Section 8.          Release
for Servicing.


 


From time to time and
as appropriate for the foreclosure or servicing of any of the Mortgage Loans, the Custodian is hereby authorized, upon written
receipt from the related Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit 3,
to release to such Servicer the related Custodial File or the documents set forth in such request and receipt to such Servicer.
The related Servicer promptly shall return to the Custodian the Custodial File or other such documents when such Servicer’s
need therefor no longer exists, unless the related Mortgage Loan shall be liquidated, in which case, upon receipt of an additional
request for release of documents and receipt certifying such liquidation from the related Servicer to the Custodian in the form
annexed hereto as Exhibit 3, the related Servicer’s request and receipt submitted pursuant to the first sentence of
this Section 8 shall be released and the Custodian shall have no further obligations in connection therewith.


 




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In the event that the
Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that the Custodian
was required to review, and was in its possession for purposes of review pursuant to this Custodial Agreement, within five (5)
Business Days after requested by a Servicer (a “Custodial Delivery Failure”), and provided, that (i)
the Custodian previously delivered a Trust Receipt and Initial Certification with respect to such Mortgage Loan which did not list
such document as an exception; and (ii) such document is not outstanding pursuant to a request for release of documents and receipt
in the form annexed hereto as Exhibit 3 or delivered pursuant to written directions of the Trustee under Section 4(c), then
the Custodian shall (x) with respect to any missing Mortgage Note, promptly deliver to the Trustee, upon request, a Lost Note Affidavit
in the form annexed hereto as Exhibit 6 and indemnify the Trust, its successors and assigns as set forth therein, and (y)
with respect to any Assignment of Mortgage or other missing document related to a Mortgage Loan required to be reviewed but not
identified as an exception or released or delivered as described in clause (ii) above, indemnify and hold harmless, from the Custodian’s
own funds, the Trust and the applicable Servicer for any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, reasonable
attorney’s fees, that may be imposed on, incurred by, or asserted against them in any way relating to or arising out of such
Custodial Delivery Failure, in each case subject to the first paragraph of Section 26.


 


Section 9.          Limitation
on Release.


 


The foregoing provision
respecting release to the related Servicer of the Custodial Files and documents by the Custodian upon request by such Servicer
shall be operative only to the extent that at any time the Custodian shall not have released to such Servicer active Custodial
Files or documents (including those requested) pertaining to more than 15% of the Mortgage Loans in the Trust Fund serviced by
the related Servicer, as determined by the related Servicer. Any additional Custodial Files or documents requested to be released
by the related Servicer may be released only upon written authorization of the Depositor. The limitations of this paragraph shall
not apply to the release of Custodial Files to the related Servicer under Section 10 below.


 


Section 10.         Release
for Payment.


 


Upon receipt by the Custodian
of a Servicer’s request for release of documents and receipt in the form annexed hereto as Exhibit 3, the Custodian
shall promptly release the related Custodial File to the related Servicer.


 


Section 11.         Fees
of Custodian.


 


The fees of the Custodian
for its services under this Custodial Agreement, together with the Custodian’s expenses in connection herewith subject to
the Extraordinary Trust Expenses limits, shall be paid by the Master Servicer from the Master Servicing Fee (with the exception
of conference room fees and extraordinary time charges, which shall be the obligation of the party requesting such services) in
accordance with the terms of the Pooling and Servicing Agreement. The obligation to pay the Custodian such fees and reimburse the
Custodian for such expenses in connection with services provided by the Custodian shall survive the termination of this Custodial
Agreement and the resignation or removal of the Custodian.


 




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Section 12.         Removal
of Custodian.


 


The Trustee, with cause,
may upon at least 60 days’ notice remove and discharge the Custodian from the performance of its duties under this Custodial
Agreement by written notice from the Trustee to the Custodian. Having given notice of such removal, the Trustee promptly shall
appoint a successor custodian (which may be the Trustee or an affiliate of the Trustee) hereunder to act on behalf of the Trustee
by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor
custodian (with a copy to the Master Servicer and each Servicer), provided that any such successor custodian shall meet the criteria
set forth in the following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor
custodian, as directed, all Custodial Files being administered under this Custodial Agreement. In the event of any such appointment,
the Master Servicer shall be responsible for the fees and expenses of the existing and successor custodian. If the Trustee removes
the Custodian for cause, the Custodian shall be responsible for all expenses incurred in the transmission of the Custodial Files
to the successor custodian, the Custodian shall not charge any release fees that would otherwise be applicable and FOAC shall be
responsible for any recertification fees of the successor custodian. In the event that no successor custodian is appointed within
thirty (30) days after written notice of Custodian’s removal is received by the Trustee, the Master Servicer, the Depositor,
and the Servicers, the Custodian may petition, at the Expense of the Trust, a court of competent jurisdiction to appoint a successor
custodian or deliver, at its own expense, the Custodial Files to the Trustee. No termination of the Custodian shall be effective
hereunder until the Trustee or a successor custodian satisfying the eligibility criteria hereunder acceptable to the Trustee and
the Depositor has assumed the duties of Custodian under this Custodial Agreement. For purposes of this paragraph, “for cause”
shall mean any material breach by the Custodian of its obligations hereunder.


 


Any successor custodian
shall at all times be a corporation or association organized and doing business under the laws of a state or the United States
of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000,
subject to supervision or examination by federal or state authority and with a credit rating which would not cause any Rating Agency
to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each of Rating Agency. If such corporation or association publishes reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor
custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor custodian shall resign
immediately and be replaced as specified in Section 22. The entity serving as successor custodian may have normal banking and trust
relationships with the Depositor and its affiliates or each Servicer and its affiliates; provided, however, that the successor
custodian cannot be an affiliate of FOAC, the Depositor or the Servicers.


 




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Section 13.         Transfer
of Custodial Files.


 


(a)          Upon
written request of the Trustee, the Custodian shall release to such Persons as the Trustee shall designate the Custodial Files
relating to such Mortgage Loans as the Trustee shall request.


 


(b)          In
the event that (i) the Trustee or the Custodian shall be served by a third party with any type of levy, attachment, writ or court
order with respect to any Custodial File or Credit File or portion thereof, or the Originator Underwriting Guidelines, or (ii)
a third party shall institute any court proceeding pursuant to which any Custodial File or Credit File or portion thereof, or the
Originator Underwriting Guidelines shall be required to be delivered otherwise than in accordance with the provisions of this Custodial
Agreement, the Trustee or the Custodian, as applicable, shall promptly deliver or cause to be delivered to the Depositor and the
Trustee copies of all such court papers, orders, documents and other materials related to such proceedings. The Custodian shall,
to the extent permitted by law and any applicable court order, continue to hold and maintain all Custodial Files, Credit Files
and the Originator Underwriting Guidelines subject to such proceedings pending an order of a court of competent jurisdiction permitting
or directing the disposition thereof. Upon final determination of such court, and if permitted by such determination, the Custodian
shall dispose of such Custodial Files or Credit Files or applicable portion thereof, or any such Originator Underwriting Guidelines,
as directed in writing by the Trustee, which direction shall be consistent with such court determination.


 


Section 14.         Examination
of Custodial Files.


 


Upon reasonable prior
notice to the Custodian but not less than two (2) Business Days’ notice, the Trustee and its agents, accountants, attorneys,
auditors and designees will be permitted during normal business hours to examine the Custodial Files, documents, records and other
papers in the possession of or under the control of the Custodian relating to any or all of the Mortgage Loans. The Custodial Files
shall be maintained at Wells Fargo Bank, N.A., 751 Kasota Avenue, Minneapolis, Minnesota 55414 or at such other location as the
Custodian may designate in writing to the Trustee.


 


Section 15.         Insurance
of Custodian.


 


At its own expense, the
Custodian shall maintain at all times during the existence of this Custodial Agreement and keep in full force and effect such insurance
in amounts, with standard coverage and subject to deductibles, as is customary for insurance typically maintained by banks which
act as custodian. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding
amounts required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Company’s & Servicers Guide. Upon request,
the Custodian shall provide evidence satisfactory to the Trustee, Master Servicer and Servicers that such insurance is in full
force and effect.


 


Section 16.         Representations
and Warranties.


 


(a)          The
Custodian represents, warrants, and covenants that:


 




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		1.	The Custodian is (i) a national banking association duly
organized, validly existing and in good standing under the laws of the United States and (ii) duly qualified and in good standing
has the power and authority to execute, deliver and comply with its obligations under the terms of this Custodial Agreement. Nothing
in this Custodial Agreement shall be deemed to impose on the Custodian any duty to qualify to do business in any jurisdiction,
other than (i) any jurisdiction where any Mortgage Loan is or may be held by the Custodian from time to time hereunder, and (ii)
any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify
could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform
it duties hereunder.



 


		2.	The execution, delivery and performance of this Custodial
Agreement have been duly authorized by all necessary corporate action and the execution and delivery of this Custodial Agreement
by the Custodian in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not
(i) to the best of its knowledge, violate, contravene or create a default under any applicable laws, licenses or permits, or (ii)
violate, contravene or create a default under any charter document or bylaw of the Custodian or, to the best of the Custodian’s
knowledge, any contract, agreement or instrument to which the Custodian or by which any of its property may be bound and will
not result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its property.



 


		3.	The execution and delivery of this Custodial Agreement
by the Custodian and the performance of and compliance with its obligations and covenants hereunder do not require the consent
or approval of any governmental authority, or, if such consent or approval is required, it has been obtained.



 


		4.	This Custodial Agreement, and each certification issued
hereunder, when executed and delivered by the Custodian will constitute valid, legal and binding obligations of the Custodian,
enforceable against the Custodian in accordance with their respective terms, except (i) as the enforcement thereof may be limited
by applicable debtor relief laws and (ii) that certain equitable remedies may not be available regardless of whether enforcement
is sought in equity or at law.



 


		5.	Unless the Custodian notifies the Trustee and the Depositor
in writing not less than thirty (30) days prior to any transfer of the Mortgage Files, such files will be held by the Custodian,
in the Custodian’s sole discretion, in the State of Minnesota.



 


		6.	The Custodian is a depository institution or a trust
company subject to supervision or examination by a federal or state authority and has the combined capital and surplus of at least
$50 million.



 


		7.	To the best of the knowledge of the Custodian, no litigation
is pending or threatened against the Custodian that, if determined adversely to the Custodian, would prohibit the Custodian from
entering into this Custodial Agreement or that, in the Custodian’s good faith and reasonable judgment, is likely to materially
and adversely affect either the ability of the Custodian to perform its obligations under this Custodial Agreement or the financial
condition of the Custodian.



 




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The foregoing representations
and warranties shall survive the termination or assignment of this Custodial Agreement.


 


(b)          The
Depositor represents, warrants, and covenants that: 


 


		1.	The Depositor is (i) a limited liability company duly
organized, validly existing and in good standing under the laws governing its creation and existence and (ii) duly qualified and
in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver
and comply with its obligations under the terms of this Custodial Agreement.



 


		2.	The execution, delivery and performance of this Custodial
Agreement have been duly authorized by all necessary corporate action and the execution and delivery of this Custodial Agreement
by the Depositor in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not
(i) violate, contravene or create a default under any applicable laws, licenses or permits to the best of its knowledge, or (ii)
violate, contravene or create a default under any charter document or bylaw of the Depositor or, to the best of the Depositor’s
knowledge, any contract, agreement or instrument to which the Depositor or by which any of its property may be bound and will
not result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its property.



 


		3.	The execution and delivery of this Custodial Agreement
by the Depositor and the performance of and compliance with its obligations and covenants hereunder do not require the consent
or approval of any governmental authority, or, if such consent or approval is required, it has been obtained.



 


		4.	To the best of the knowledge of the Depositor, no litigation
is pending or threatened against the Depositor that, if determined adversely to the Depositor, would prohibit the Depositor from
entering into this Custodial Agreement or that, in the Depositor’s good faith and reasonable judgment, is likely to materially
and adversely affect either the ability of the Depositor to perform its obligations under this Custodial Agreement or the financial
condition of the Depositor.



 


The foregoing representations
and warranties shall survive the termination or assignment of this Custodial Agreement.


 


(c)          The
Trustee represents, warrants, and covenants that: 


 


		1.	The Trustee is (i) a federal savings bank duly organized,
validly existing and in good standing under the laws of the United States and (ii) duly qualified and in good standing and has
the power and authority to execute, deliver and comply with its obligations under the terms of this Custodial Agreement.



 




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		2.	The execution, delivery and performance of this Custodial
Agreement have been duly authorized by all necessary corporate action and the execution and delivery of this Custodial Agreement
by the Trustee in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not (i)
to the best of its knowledge, violate, contravene or create a default under any applicable laws, licenses or permits of the State
of Delaware or of the United States of America governing its banking or trust powers, or (ii) violate, contravene or create a
default under any charter document or bylaw of the Trustee or, to the best of the Trustee’s knowledge, any contract, agreement
or instrument to which the Trustee or by which any of its property may be bound and will not result in the creation of any lien,
security interest or other charge or encumbrance upon or with respect to any of its property.



 


		3.	The execution and delivery of this Custodial Agreement
by the Trustee and the performance of and compliance with its obligations and covenants hereunder do not require the consent or
approval of any governmental authority of the State of Delaware or of the United States of America governing its banking or trust
powers, or, if such consent or approval is required, it has been obtained.



 


		4.	To the best of the knowledge of the Trustee, no litigation
is pending or threatened against the Trustee that, if determined adversely to the Trustee, would prohibit the Trustee from entering
into this Custodial Agreement or that, in the Trustee’s good faith and reasonable judgment, is likely to materially and
adversely affect either the ability of the Trustee to perform its obligations under this Custodial Agreement or the financial
condition of the Trustee.



 


The foregoing representations
and warranties shall survive the termination or assignment of this Custodial Agreement.


 


Section 17.         Counterparts;
Entire Agreement.


 


For the purpose of facilitating
the execution of this Custodial Agreement as herein provided and for other purposes, this Custodial Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute
and be one and the same instrument.


 


This Custodial Agreement
contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes
all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any
nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance
and/or usage of the trade inconsistent with any of the terms hereof. This Custodial Agreement may not be modified or amended other
than by an agreement in writing signed by the parties hereto. The cost of any amendment entered into hereunder shall be paid by
the Depositor.


 


Section 18.         Periodic
Statements.


 


Upon the written request
of the Trustee at any time, the Custodian shall provide to the Trustee a list of all the Mortgage Loans and exception report for
which the Custodian holds a Custodial File pursuant to this Custodial Agreement. Such list may be in a mutually agreeable electronic
format.


 




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Section 19.         Governing
Law; Consent to Jurisdiction.


 


THIS CUSTODIAL AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY
SUCH COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS UNDER THIS CUSTODIAL AGREEMENT
OR RELATING IN ANY WAY TO THIS CUSTODIAL AGREEMENT OR ANY TRANSACTION UNDER THIS CUSTODIAL AGREEMENT.


 


Section 20.         Copies
of Mortgage Documents.


 


Upon the written request
of the Servicers or the Trustee, acting solely at the direction of the Servicers or a Certificateholder, the Custodian shall provide
the Trustee or the Servicers with copies of the Mortgage Notes, Mortgages, Assignments of Mortgage and other documents relating
to one or more of the Mortgage Loans serviced by the related Servicer (if the requesting party is a Servicer), and all expenses
incurred by the Custodian in connection therewith shall be paid by the Trust from the Trust Fund.


 


Section 21.         No
Adverse Interest of Custodian.


 


By execution of this
Custodial Agreement, the Custodian represents and warrants that it currently holds, and during the existence of this Custodial
Agreement shall hold, no interest adverse to the Trustee, by way of security or otherwise, in any Mortgage Loan, and hereby waives
and releases any such interest which it may have in any Mortgage Loan as of the date hereof.


 


Section 22.         Termination
by Custodian.


 


The Custodian may terminate
its obligations under this Custodial Agreement and resign upon at least 60 days’ prior written notice to the Trustee, the
Master Servicer, the Depositor and the Servicers. In the event of such termination, the Trustee shall appoint a successor custodian
and shall notify the Depositor, the Master Servicer and the Servicers of such appointment. The payment of such successor custodian’s
fees and expenses shall be solely the responsibility of the Master Servicer. Upon such appointment, the Custodian shall promptly
transfer at its expense (if the Custodian terminates without cause) to the successor custodian, as directed by the Trustee, all
Custodial Files being administered under this Custodial Agreement. In the event that no successor custodian is appointed within
thirty (30) days after written notice of Custodian’s resignation is received by the Trustee, the Master Servicer, the Depositor,
and the Servicers, the Custodian may petition a court of competent jurisdiction to appoint a successor custodian or deliver the
Custodial Files to the Trustee. Notwithstanding the foregoing, in the event of the Master Servicer’s failure to pay the fees
or expenses to the Custodian within thirty (30) days of the delivery of an invoice therefor, the Custodian shall have the right
to terminate this Custodial Agreement upon at least thirty (30) days’ prior written notice to the Trustee, the Master Servicer,
the Depositor and the Servicers and thereupon deliver the Custodial Files to the Trustee. No termination or resignation of the
Custodian shall be effective hereunder until the Trustee or a successor custodian satisfying the eligibility criteria hereunder
acceptable to the Trustee and the Depositor has assumed the duties of Custodian under this Custodial Agreement.


 




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Section 23.         Term
of Agreement.


 


Unless terminated pursuant
to Section 12 or Section 22 hereof, this Custodial Agreement shall terminate upon the final payment or other liquidation (or advance
with respect thereto) of the last Mortgage Loan or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and the final remittance of all funds due under the Pooling and Servicing Agreement. In such
event all documents remaining in the Custodial Files shall be released in accordance with the written instructions of the Trustee.


 


Section 24.         Notices.


 


All demands, notices
and communications hereunder shall be in writing and shall be deemed to have been duly given when received by the recipient party
at the addresses shown on the first page hereof, and in the case of the Trustee, to the attention of Wilmington Savings Fund Society,
FSB, D/B/A Christiana Trust, 500 Delaware Avenue, 11th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust, Oaks Mortgage
Trust Series 2015-2, and in the case of the Custodian, to the attention of Wells Fargo Bank, N.A. 751 Kasota Avenue, Minneapolis,
Minnesota 55414, Attention: Client Manager- Oaks Mortgage Trust Series 2015-2 and with respect to the Master Servicer and the Servicers,
the addresses set forth in Exhibit 8 of this Custodial Agreement, or at such other addresses as may hereafter be furnished
to the other parties by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on
the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail,
by the date noted on the return receipt).


 


Section 25.         Successors
and Assigns.


 


The Custodian may assign
its rights and obligations under this Custodial Agreement, in whole or in part, to any Affiliate; however, the Custodian agrees
to notify the Trustee and the Depositor of any such assignment. “Affiliate” is defined as any entity
that directly or indirectly is under common control with the Custodian, or is under contract to be under common control with the
Custodian, and shall include a subsidiary or parent company of the Custodian.


 


This Custodial Agreement
shall inure to the benefit of the successors and assigns of the parties hereto. Any person into which the Custodian may be merged
or converted or with which the Custodian may be consolidated, or any Person resulting from any merger, conversion or consolidation
to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the
Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything to the contrary herein notwithstanding. Any assignee shall forward a list of authorized representatives to each party
to this Custodial Agreement pursuant to Section 29 of this Custodial Agreement.


 




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Section 26.         Indemnification.


 


Neither the Custodian
nor any of its directors, affiliates, officers, agents, or employees, shall be liable for any action taken or omitted to be taken
by it or them hereunder or in connection herewith in good faith and believed by it or them to be authorized or within the discretion
or the rights or powers conferred upon it by this Custodial Agreement, except for its or their own negligence, lack of good faith
or willful misconduct. In no event under this Custodial Agreement (including exhibits hereto) shall the Custodian or its directors,
affiliates, officers, agents, and employees be held liable for any special, indirect, consequential damages, resulting from any
action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such
damages.


 


The Custodian agrees
to indemnify and defend, from the Custodian’s own funds, and hold the Trustee and its directors, affiliates, officers, agents,
and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on,
incurred by, or asserted against it or them in any way relating to or arising out of the Custodian’s material breach of this
Custodial Agreement caused by its negligence, lack of good faith or willful misconduct, unless such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against
the Trustee because of the breach by the Trustee of its obligations hereunder, which breach was caused by negligence, lack of good
faith or willful misconduct on the part of the Trustee or any of its directors, affiliates, officers, agents, or employees. The
indemnification set forth in this section shall survive any termination of this Custodial Agreement and the termination, resignation
or removal of the Custodian.


 


The Custodian and any
director, officer, employee or agent of the Custodian shall be indemnified by the Trust, subject to the limitations described in
the definition of Extraordinary Trust Expenses as set forth and in accordance with the Pooling and Servicing Agreement, and held
harmless against any loss, liability, damage, cost or expense (including, without limitation, attorneys’ fees and expenses)
that may be incurred by, imposed on or asserted against it or them in any way except to the extent such any loss, liability, damage,
cost or expense was incurred by, imposed on or asserted against the Custodian solely as a result of a breach by the Custodian of
its obligations hereunder, which breach was caused by the negligence, lack of good faith or willful misconduct in the performance
of any of the Custodian’s duties hereunder. The indemnification set forth in this section shall survive any termination or
assignment of this Custodial Agreement and the termination, resignation or removal of the Custodian.


 


Section 27.         Reliance
of Custodian.


 


In the absence of gross
negligence or bad faith on the part of the Custodian, the Custodian may request and conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any data communications, magnetic tape, request, instructions, certificate,
opinion, report, instrument, notice, request, direction, consent, order, auditor’s certificate, resolution or other document
or paper furnished to the Custodian hereunder, reasonably believed by the Custodian to be genuine and to have been signed or presented
by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any request,
instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the
Custodian shall be under a duty to examine the same to determine whether or not it conforms prima facie to the requirements
of this Custodial Agreement. Any written instruction provided by a Servicer in accordance with this Custodial Agreement shall be
deemed to have been provided by the appropriate Servicer. Except as otherwise described herein, the Custodian is entitled to conclusively
rely on the accuracy of all information provided to it by any party to this Custodial Agreement or to the Pooling and Servicing
Agreement, including without limitation any information used by the Custodian to prepare reports and certifications, and the Custodian
shall have no duty to investigate, recompile, recalculate or otherwise verify the accuracy of any such information and shall have
no liability for any error or inaccuracy in such reports or certifications resulting from the use of such information.


 




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Section 28.         Transmission
of Custodial Files.


 


Written instructions
as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with transmission of Custodial Files
in the performance of the Custodian’s duties hereunder shall be delivered by the related Servicer to the Custodian prior
to any shipment of any Custodial Files hereunder. The Trustee will arrange for the provision of such services at the reasonable
cost and expense of the Trust (or, at the Custodian’s option, the Trust shall reimburse the Custodian for all costs and expenses
incurred by the Custodian consistent with such instructions). Without limiting the generality of the provisions of Section 26 above,
it is expressly agreed that in no event shall the Custodian have any liability for any losses or damages to any person, including
without limitation, the Trustee arising out of actions of the Custodian consistent with instructions of the Trustee.


 


In the absence of written instructions, the
Custodian may ship the Custodial Files by any nationally recognized courier and will be held harmless against any losses as stated
in Section 26.


 


Section 29.         Authorized
Representatives.


 


Each individual designated
as an authorized representative of the Trustee, Cenlar, PHH, Shellpoint or SPS (each an “Authorized Representative”),
is authorized to give and receive notices, requests and instructions and to deliver certificates and documents in connection with
this Custodial Agreement on behalf of the Trustee, Cenlar, PHH, Shellpoint or SPS, as applicable, and the specimen signature for
each such Authorized Representative of the Trustee, Cenlar, PHH, Shellpoint and SPS, initially authorized hereunder, is set forth
on Exhibit 4 hereof. From time to time, each Servicer or the Trustee may, by delivering to the Custodian a revised exhibit,
change the information previously given pursuant to this Section 29, but each of the parties hereto shall be entitled to rely conclusively
on the then current exhibit until receipt of a superseding exhibit.


 


Section 30.         Reproduction
of Documents.


 


This Custodial Agreement
and all documents relating thereto except with respect to the Custodial File, including, without limitation, (a) consents, waivers
and modifications which may hereafter be executed, and (b) certificates and other information previously or hereafter furnished,
may be reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process. The
parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible
in evidence.


 




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Section 31.         Force
Majeure.


 


The Custodian shall not
be responsible for delays or failures in performance resulting from force majeure events beyond its commercially reasonable control.
Such events shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization,
expropriation, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters of a similar
nature to the foregoing. The Custodian agrees that it shall give prompt notice (including a reasonable description of such force
majeure event) to the Trustee, Master Servicer and Servicers upon the Custodian having actual knowledge of such event and shall
use its best efforts to resume performance as promptly as practicable under the circumstances. The Custodian represents that it
has developed and implemented a business continuity plan to address such force majeure events.


 


Section 32.         Limitations
on the Responsibilities of the Custodian.


 


(i)          Except
as otherwise provided herein, the Custodian shall be under no duty or obligation to inspect, review or examine the Custodial Files
or Credit Files to determine that the contents thereof are appropriate for the represented purpose or that they have been actually
recorded or that they are other than what they purport to be on their face.


 


(ii)         The
Custodian shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes
with respect to this Custodial Agreement, other than for the Custodian’s compensation or for reimbursement of expenses.


 


(iii)        The
Custodian shall not be responsible or liable for, and makes no representation or warranty with respect to, the validity, adequacy,
transferability or perfection of any lien upon or security interest in any Mortgage Loan or Custodial File.


 


(iv)        Any
other provision of this Custodial Agreement to the contrary notwithstanding, the Custodian shall have no notice, and shall not
be bound by any of the terms and conditions of any other document or agreement executed or delivered in connection with, or intended
to control any part of, the transactions anticipated by or referred to in this Custodial Agreement unless the Custodian is a signatory
party to that document or agreement.


 


(v)         The
duties and obligations of the Custodian shall only be such as are expressly set forth in this Custodial Agreement or as set forth
in a written amendment to this Custodial Agreement executed by the parties hereto or their successors and assigns. In the event
that any provision of this Custodial Agreement implies or requires that action or forbearance be taken by a party, but is silent
as to which party has the duty to act or refrain from acting, the parties agree that the Custodian shall not be the party required
to take the action or refrain from acting. In no event shall the Custodian have any responsibility to ascertain or take action
except as expressly provided herein.


 




     21


     


    

  


(vi)        The
Custodian shall have no responsibility or duty with respect to any Custodial File while not in its physical possession, it being
expressly understood and agreed that possession by the Custodian of any Custodial File shall not be imputed to the Custodian at
any time such Custodial File has been released pursuant to a Request for Release of Documents or is in transit with a courier to
or from the Custodian. If the Custodian requests instructions from the Trustee, the Master Servicer or a Servicer with respect
to any action or failure to act in connection with this Custodial Agreement and such request is in writing, the Custodian shall
be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received
written instructions from the Trustee, the Master Servicer or such Servicer without incurring any liability therefor to the Trustee,
the Servicers, the Master Servicer or any other Person. Nothing in this Custodial Agreement shall be deemed to impose on the Custodian
any duty to qualify to do business in any jurisdiction, other than (x) any jurisdiction where any Custodial File is held
by the Custodian from time to time hereunder, and (y) any jurisdiction where its conduct of business requires such qualification
and where failure to qualify could have a material adverse effect on the Custodian or on the ability of the Custodian to perform
its duties hereunder.


 


(vii)       The
Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with
this Custodial Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in
respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith.


 


(viii)      No
provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise of any of its rights and powers, if, in its sole
judgment, it shall believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured
to it.


 


(ix)         The
Custodian shall have no duty to ascertain whether or not each amount or payment has been received by the Trustee or any third person.


 


(x)          Any
written instructions provided to the Custodian by a Servicer in accordance with this Custodial Agreement shall be deemed to be
provided by the appropriate Servicer.


 


(xi)         In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326
of the USA PATRIOT Act of the United States and in accordance with Customer Identification Program requirements thereunder, the
Custodian is required to obtain, verify, record and update certain information relating to individuals and entities which establishes
a relationship or opens an account with the Custodian. Accordingly, each of the parties hereto agrees to provide to the Custodian
upon its request from time to time such information and documentation as the Custodian may request that will help the Custodian
to identify and verify each party’s identity, including without limitation each party’s name, physical address, tax
identification number, organization documents, certificate of good standing, license to do business, or other pertinent identifying
information.


 




     22


     


    

  


(xii)        [Reserved].


 


(xiii)       The
Custodian shall be under no obligation to take any action in the performance of its respective duties hereunder that would be in
violation of applicable law.


 


(xiv)      The
Custodian shall not be responsible for any act or omission of any other party to this Custodial Agreement (other than, to the extent
the Custodian acts in one or more additional capacities under this Custodial Agreement or the Pooling and Servicing Agreement,
with respect to any act or omission of such party in its other capacities hereunder or thereunder).


 


(xv)       Knowledge
or information acquired by (i) Wells Fargo Bank, N.A. in its capacity as Custodian hereunder shall not be imputed to Wells Fargo
Bank, N.A. in any other capacity in which it may act under the Pooling and Servicing Agreement, and (ii) any affiliate of Wells
Fargo Bank, N.A., shall not be imputed to and vice versa.


 


(xvi)      The
Custodian shall not be deemed to have actual or constructive knowledge of the contents of any report or other document delivered
to it unless the Custodian is expressly required hereunder to review and confirm the accuracy of the contents thereof.


 


(xvii)     The
Custodian shall not be charged with knowledge of any default hereunder unless the Custodian has received notice of such default.


 


Section 33.         Limitations
on the Responsibilities of the Trustee.


 


It is expressly understood
and agreed by the parties hereto that insofar as this Custodial Agreement is executed by the Trustee (i) this Custodial Agreement
is executed and delivered by Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust (“Christiana Trust”)
not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred
to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as
directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Trust
is made and intended not as a personal undertaking or agreement of or by Christiana Trust but is made and intended for purposes
of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of Christiana
Trust, individually or personally, to perform any covenant either express or implied in this Custodial Agreement, all such liability,
if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (iv) Christiana
Trust has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this
Custodial Agreement, and (v) under no circumstances shall Christiana Trust in its individual capacity or in its capacity as Trustee
be personally liable for the payment of any indebtedness, amounts or expenses owed by the Custodian under this Custodial Agreement
(such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally
liable for the breach or failure of any obligation, representation, warranty or covenant made under this Custodial Agreement or
any other related documents.


 




     23


     


    

  


Section 34.         Waiver
of Trial by Jury.


 


EACH PARTY HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CUSTODIAL AGREEMENT,
ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.


 




     24


     


    

  


IN WITNESS WHEREOF, the
Trustee, the Depositor and the Custodian have caused their names to be duly signed hereto by their respective officers thereunto
duly authorized, all as of the date first above written.


 


	 	WILMINGTON SAVINGS FUND SOCIETY, FSB, D/B/A CHRISTIANA TRUST, not in its individual capacity but solely as Trustee under the Pooling and Servicing Agreement for Oaks Mortgage Trust Series 2015-2
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	OAKS FUNDING LLC,
	 	as Depositor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, N.A.,
	 	as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


 


	Acknowledged and agreed:	 	 
	 	 	 
	CENLAR FSB	 	PHH MORTGAGE CORPORATION
	 	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:
	 	 	 	 
	NEW PENN FINANCIAL, LLC D/B/A	 	SELECT PORTFOLIO SERVICING, INC.
	SHELLPOINT MORTGAGE SERVICING	 	 
	 	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 




     


     


    

 


	Acknowledged and agreed:
	 
	FIVE OAKS ACQUISITION CORP.
	 	 
	By:	 	 
	 	Name:
	 	Title:


 




     


     


    

 


EXHIBIT 1


 


FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION


 


[________], 2015


 


	
        Oaks Funding LLC

540 Madison Avenue, 19th Floor

New York, New York 10022
	
        Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust

        as Trustee under the Pooling and Servicing Agreement

        500 Delaware Avenue, 11th Floor

        Wilmington, Delaware 19801

	 	 
	
        Wells Fargo Bank, N.A.

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951
	
        Five Oaks Acquisition Corp.

        540 Madison Avenue, 19th Floor

        New York, New York 10022



 


		Re:	Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates, Series 2015-2, Custodial
Agreement, dated as of November 1, 2015, among Christiana Trust, Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust,
as Trustee, Oaks Funding LLC, as Depositor, and Wells Fargo Bank, N.A., as Custodian               



 


Ladies and Gentlemen:


 


In accordance with the provisions
of Section 4 of the above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies that, except as indicated
on the exception report attached hereto, pursuant to the Custodial Agreement, it has reviewed each Mortgage Loan listed in the
Mortgage Loan Schedule and has determined that (i) all documents required to be delivered to it pursuant to the Custodial Agreement
are in its possession; and (ii) such documents have been reviewed by it and appear regular on their face and related to such Mortgage
Loan; The Custodian makes no representations as to (i) the validity, legality, ownership, title, enforceability, recordability,
priority, perfection, sufficiency, due authorization or genuineness of any of the documents contained in each Custodial File or
of any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.


 


The Custodian hereby confirms
that it is holding each such Custodial File as agent and bailee of, and custodian for the exclusive use and benefit, and subject
to the sole direction, of the Trustee pursuant to the terms and conditions of the Custodial Agreement.


 


This Trust Receipt and Initial
Certification is not divisible or negotiable.


 




     EX-1-1


     


    

 


The Custodian will accept
and act on instructions with respect to the Mortgage Loans subject hereto upon surrender of this Trust Receipt and Initial Certification
at its office at 751 Kasota Avenue, Minneapolis, Minnesota 55414, Attention: Client Manager- OAKS MORTGAGE TRUST SERIES 2015-2.


 




     EX-1-2


     


    

 


Capitalized terms used herein
shall have the meaning ascribed to them in the Custodial Agreement.


 


	 	WELLS FARGO BANK, N.A.
	 	as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     EX-1-3


     


    

 





EXHIBIT 2


 


FORM OF TRUST RECEIPT AND FINAL CERTIFICATION


 


	
        Oaks Funding LLC

        540 Madison Avenue, 19th Floor

         

        New York, New York 10022
	
        Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust

        as Trustee under the Pooling and Servicing Agreement

        500 Delaware Avenue, 11th Floor

        Wilmington, Delaware 19801

	 	 
	
        Wells Fargo Bank, N.A.

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951
	
        Five Oaks Acquisition Corp.

        540 Madison Avenue, 19th Floor

        New York, New York 10022



 


		Re:	Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates, Series 2015-2, Custodial
Agreement, dated as of November 1, 2015, among Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, Oaks Funding
LLC, as Depositor, and Wells Fargo Bank, N.A., as Custodian                                                 



 


Ladies and Gentlemen:


 


In accordance with the provisions
of Section 6 of the above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as to each Mortgage
Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the exception
report attached hereto) it has reviewed the Custodial Files and has determined that (i) all documents required to be delivered
to it pursuant to Sections 2(a)(i)-(v) and (ix) and, to the extent delivered to the Custodian, Sections 2(a)(vi)-(viii) of the
Custodial Agreement, are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and related
to such Mortgage Loan; and (iii) each Mortgage Note has been endorsed as provided in Section 2(a)(i) of the Custodial Agreement
and each Assignment of Mortgage is executed in accordance with Section 2(a)(iii) of the Custodial Agreement. The Custodian
makes no representations as to (i) the validity, legality, ownership, title, enforceability, recordability, priority, perfection,
sufficiency, due authorization or genuineness of any of the documents contained in each Custodial File or of any of the Mortgage
Loans or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.


 


The Custodian hereby confirms
that it is holding each such Custodial File as agent and bailee of, and custodian for the exclusive use and benefit, and subject
to the sole direction, of Trustee pursuant to the terms and conditions of the Custodial Agreement.


 


This Trust Receipt and Final
Certification is not divisible or negotiable.


 




     EX-2-1


     


    

 


The Custodian will accept
and act on instructions with respect to the Mortgage Loans subject hereto upon surrender of this Trust Receipt and Final Certification
at its office at 751 Kasota Avenue, Minneapolis, Minnesota 55414, Attention: Client Manager- Oaks Mortgage Trust Series 2015-2.


 


Capitalized terms used herein
shall have the meaning ascribed to them in the Custodial Agreement.


 


	 	WELLS FARGO BANK, N.A.,
	 	as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     EX-2-2


     


    

 


EXHIBIT 3


 


FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND
RECEIPT


 


		To:	Wells Fargo Bank, N.A., as Custodian



751 Kasota Avenue


Minneapolis, MN 55414


 


		Attn:	Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates, Series 2015-2



 


		Re:	Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates, Series 2015-2, Custodial Agreement, dated as of November
1, 2015, among Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, as Trustee, Oaks Funding LLC, as Depositor, and
Wells Fargo Bank, N.A., as Custodian            



 


All capitalized terms used
herein shall have the meaning ascribed to them in the Custodial Agreement (the “Agreement”) referenced
above.


 


In connection with the administration
of the pool of Mortgage Loans held by you as Custodian, we request the release, and acknowledge receipt, of the Custodial File/
for the Mortgage Loan described below, for the reason indicated.


 


Mortgagor’s Name, Address
& Zip Code:


 


Mortgage Loan Number:


 


Reason for Requesting Documents
(Check one)


 


		___	Mortgage Loan Paid in Full



 


		___	Mortgage Loan Liquidated



 


		___	Mortgage Loan in Foreclosure



 


		___	Permanent Release (Servicer hereby confirms that the requested
documents shall be permanently released from custody and that Custodian shall have no further obligation in respect thereof under
the Custodial Agreement) (explain basis for permanent release)



 


		___	Other (explain)



 


[CENLAR FSB]


[PHH MORTGAGE CORPORATION]


[NEW PENN FINANCIAL, LLC D/B/A SHELLPOINT MORTGAGE SERVICING]


[SELECT PORTFOLIO SERVICING, INC.]


 




     EX-3-1


     


    

 


	 	as Servicer
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     EX-3-2


     


    

 


EXHIBIT 4


 


AUTHORIZED REPRESENTATIVES OF WILMINGTON
SAVINGS FUND SOCIETY, FSB, D/B/A CHRISTIANA 

TRUST


 


See attached.


 




     EX-4-1


     


    

 


AUTHORIZED REPRESENTATIVES OF CENLAR FSB


 


See attached.


 




     EX-4-2


     


    

 


AUTHORIZED REPRESENTATIVES OF PHH MORTGAGE CORPORATION


 


See attached.


 




     EX-4-3


     


    

 


AUTHORIZED REPRESENTATIVES OF NEW PENN FINANCIAL,
LLC D/B/A SHELLPOINT MORTGAGE

SERVICING


 


See attached.


 




     EX-4-4


     


    

 


AUTHORIZED REPRESENTATIVES OF SELECT PORTFOLIO
SERVICING, INC.


 


See attached.


 




     EX-4-5


     


    

 


EXHIBIT 5


 


MORTGAGE LOAN SCHEDULE


 


CENLAR


 


	Servicer ID	 	Originator Loan
    ID
	49969165	 	257275
	49969249	 	498791
	49969371	 	509024
	49969413	 	513560
	49969447	 	492666
	49969553	 	517482
	49969579	 	522133
	49969603	 	50557696
	49969637	 	60723158
	49969652	 	61706260
	49969710	 	50547951
	49969736	 	19705242
	49969769	 	60722353
	49969801	 	60722157
	49969835	 	50560298
	49969884	 	14711357
	49969900	 	CH140930259
	58343997	 	6000772209
	58344045	 	6000779733
	58344136	 	6000798691
	58379215	 	6000719614
	58379389	 	6000795895
	64032451	 	7230045986
	64032469	 	72300047826
	66358839	 	510056
	66358847	 	522257
	66358862	 	509942
	66358904	 	500671
	66358946	 	514676
	66359019	 	60723300
	66359050	 	205495
	66359092	 	505806
	66359522	 	3000015523
	66359597	 	30001702
	66359639	 	528572


 




     EX-5-1


     


    

 


	66359647	 	500938
	66359696	 	50553173
	66359720	 	1194199
	66359860	 	14711661
	66360017	 	50557279
	66360082	 	50561781
	66360207	 	50568683
	66360553	 	533770
	66360694	 	89233456
	66360959	 	89678387
	66361064	 	88722624
	66361213	 	51500298
	66361239	 	3000013213
	66361247	 	30004874
	66361254	 	50575757
	66361262	 	50569270
	66361296	 	19706632
	66361304	 	642010
	66361320	 	300003978
	66361338	 	53500644
	66361353	 	557752
	66361361	 	521703
	66361387	 	547136
	66361395	 	88929468
	66361411	 	210425
	66361437	 	700006304
	66361445	 	553034
	66361452	 	209454
	66361460	 	554536
	66361478	 	2915010284
	66361486	 	89517973
	66361494	 	F021411M3134
	66361510	 	550551
	66361536	 	565422
	66361551	 	89630594
	66361577	 	89741748
	66361601	 	16715399
	66361619	 	50580798
	66361635	 	3000044853
	66361650	 	543492
	66361676	 	88970958
	66361684	 	90391756
	66361700	 	89947352


 




     EX-5-2


     


    

 


	66361718	 	89781652
	66361726	 	50567681
	66361742	 	209692
	66361759	 	208989
	66361775	 	212465
	66361783	 	3000057871
	66361791	 	2991502025
	66361809	 	600006372
	66361817	 	700006370
	66361825	 	571077
	66361833	 	574037
	66361858	 	549770
	66361866	 	213959
	66361874	 	2411004713
	66361890	 	558016
	66361908	 	569746
	66361916	 	89879126
	66361940	 	600006611
	66361957	 	90666207
	66361965	 	90130790
	66361973	 	569801
	66361999	 	60726717
	66362005	 	2252153038
	66362021	 	213676
	66362054	 	6301104239
	66362062	 	214260
	66362088	 	16717200
	66362104	 	214935
	66362112	 	214696
	66362120	 	16715761
	66362138	 	51500679
	66362179	 	214977
	66362187	 	6301103232
	66362195	 	16713476
	66362211	 	61708713
	66362229	 	90908005
	66362302	 	90742313
	66362310	 	53500795
	66362328	 	90899592
	66362377	 	201015000000
	71162630	 	636999
	71162648	 	638678
	71162655	 	640595


 




     EX-5-3


     


    

 


	71162697	 	645203
	71162705	 	645427
	71162713	 	645856
	71162721	 	646614
	71162739	 	646824
	71162770	 	650294
	71162788	 	650747
	71162796	 	651199
	71162846	 	653980
	71162903	 	655878
	71162911	 	656030
	71162937	 	657568
	71162945	 	657783
	71162952	 	658090
	71162960	 	658504
	71162994	 	658916
	71163018	 	659004
	71163026	 	659131
	71163034	 	659273
	71163042	 	659395
	71163067	 	659832
	71163083	 	660077
	71163109	 	660219
	71163117	 	660309
	71163125	 	660466
	71163133	 	660500
	71163158	 	660533
	71163166	 	660569
	71163174	 	660705
	71163182	 	660751
	71163190	 	660854
	71163208	 	660975
	71163224	 	661073
	71163240	 	661272
	71163257	 	661566
	71163273	 	661681
	71163281	 	661795
	71163299	 	662825
	71163307	 	663759
	71163315	 	663833
	71163331	 	664512


 




     EX-5-4


     


    

 


EXHIBIT 5


 


MORTGAGE LOAN SCHEDULE


 


PHH


 


	Servicer ID	 	Originator Loan ID
	7111960667	 	30001241
	7111961038	 	3000007108
	7111961087	 	487210
	7111961350	 	3000006233
	7111961426	 	1205095
	7111961517	 	19704529
	7111961533	 	50551494
	7111962192	 	201168
	7111962366	 	10704335
	7111962747	 	1211908
	7112070078	 	500732
	7112070144	 	60722426
	7112072058	 	2163075
	7112072116	 	61705875
	7112072132	 	19704769
	7112072264	 	203255
	7112072272	 	60721135
	7112072405	 	61706262
	7112072512	 	50553034
	7112072652	 	19704540
	7112072660	 	60723180
	7112072694	 	50553503
	7112072710	 	89051148
	7112072967	 	1823031037
	7112073163	 	1823040410
	7112073205	 	1823040862
	7112073254	 	1823041011
	7112073338	 	1823041441
	7112073494	 	1823050064
	7112074047	 	6000772886
	7112074195	 	6000768462
	7112074294	 	6000717410
	7111962333	 	2145085


 




     EX-5-5


     


    

 


EXHIBIT 5


 


MORTGAGE LOAN SCHEDULE


 


SHELLPOINT


 


	Servicer ID	 	Originator Loan ID
	555855973	 	644820
	555851357	 	800625
	555851362	 	801646
	555854132	 	370029932_Jf30
	555854903	 	1450625684
	555854904	 	1450626294
	555854912	 	1450684905
	555854925	 	140054085
	555854932	 	150054528
	555854933	 	140054578
	555856093	 	80031720
	555857335	 	1434202980
	555857338	 	1433873211
	555857351	 	1434203806
	555857358	 	1433872734
	555857360	 	1434203178
	555857364	 	451043963
	555857379	 	637073
	555861771	 	4134616270
	555861772	 	Sv150002659
	555861773	 	Wh150004152
	555861774	 	4216870
	555861775	 	4230610
	555861776	 	4248583
	555861777	 	4260652
	555861778	 	8252771
	555861779	 	Wh150004197
	555861780	 	140054073
	555861781	 	140054150
	555861782	 	140054188
	555861783	 	150054189
	555861784	 	150054699
	555861785	 	150054725
	555861786	 	150054863
	555861787	 	150054882
	555862720	 	451041911


 




     EX-5-6


     


    

 


	555862721	 	451046272
	555862722	 	7340107191
	555862723	 	140054176
	555862725	 	150054125
	555862726	 	150054786
	555862727	 	1197197
	555862728	 	1203783
	555862729	 	1217311
	555862730	 	1230551
	555862731	 	1232542
	555862732	 	140811000000
	555862733	 	140811000000
	555862734	 	140911000000
	555863164	 	451054411
	555863165	 	131502098
	555863166	 	140911000000
	555863167	 	141011000000
	555863168	 	1434616791
	555863169	 	11412046577
	567246217	 	D150117523
	567248989	 	6001156
	567248990	 	6002189
	567248991	 	D141117004
	567248992	 	430358869
	568475974	 	900003209
	568475975	 	3515058909
	568480411	 	1420455
	568480412	 	Pfn150186
	568481637	 	45039799
	568481638	 	765012175
	568481639	 	1102000082
	568481640	 	1600140000000
	568481641	 	8060029256
	568481642	 	8060093237
	568481643	 	8060113852
	568481644	 	8060114694
	568481645	 	8060114744
	568481646	 	8060115634
	568481647	 	8060166124
	568481648	 	12101500000000
	568481649	 	Sv150003062
	568481650	 	1600002726
	568481651	 	1601000816
	568481652	 	8060139899
	568481653	 	8060110106


 




     EX-5-7


     


    

 


EXHIBIT 5


 


MORTGAGE LOAN SCHEDULE


 


SPS


 


	Servicer ID	 	Originator Loan ID
	15604903	 	3335070
	17307265	 	9851000675
	17521527	 	C150255519
	17585738	 	201506777
	17612409	 	72100000164
	17618463	 	2337150252
	17618984	 	201442576
	17619164	 	W150457404
	17619172	 	201502592
	17622051	 	1000019458
	17624875	 	589307
	17751405	 	W150560164
	17772567	 	2263150350
	17778028	 	582349
	17778390	 	PTL1503x764540
	17778408	 	1321150000000
	17778424	 	1400093769
	17778457	 	12000001415
	17778515	 	9851001391
	17778556	 	3358282
	17778572	 	3355648
	17778747	 	1400154678
	17778887	 	4100005983
	17778895	 	3111005146
	17779141	 	6450105134
	17779158	 	6152200032
	17787094	 	2314013658
	17787102	 	52200000993
	17787185	 	1900150407139
	17787193	 	W150661784
	17789520	 	PC1503127408
	17789587	 	5404120001
	17795725	 	6451301315
	17812942	 	201513282
	17813031	 	65600000034
	17813072	 	1756470004


 




     EX-5-8


     


    

 


	17813098	 	1833740353
	17813122	 	2448947495
	17813155	 	2809925457
	17813163	 	7814525197
	17813171	 	7975825118
	17813197	 	8204543079
	17813254	 	2867107116
	17813262	 	3648736809
	17813288	 	3948219832
	17813320	 	4604107674
	17813361	 	8239431773
	17813403	 	3332257267
	17813411	 	3338559063
	17813429	 	3338637186
	17813445	 	3339521726
	17813460	 	3340916820
	17813478	 	3341122589
	17813486	 	3341263236
	17813494	 	3341591060
	17813502	 	3341608638
	17813510	 	3342675271
	17813528	 	3342729912
	17813544	 	3342830067
	17813551	 	3342895978
	17813569	 	3343025008
	17813585	 	3343044823
	17813593	 	3343162834
	17813619	 	3343245119
	17813627	 	3343255188
	17813643	 	3343380857
	17813718	 	3342427421
	17813734	 	3342468854
	17813742	 	3342479463


 




     EX-5-9


     


    

 


EXHIBIT 6


 


FORM OF LOST NOTE AFFIDAVIT


 


I, as ___________________________
(title) of Wells Fargo Bank, N.A. (the “Custodian”), am authorized to make this Affidavit on behalf of
Wells Fargo Bank, N.A. In connection with the administration of the Mortgage Loans held by Wells Fargo Bank, N.A., as Custodian,
on behalf of Wilmington Savings Fund Society, FSB, D/B/A Christiana Trust, solely
as Trustee (the “Trustee”) of Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates,
Series 2015-2 (the “Trust”), _______________ (hereinafter called “Deponent”),
being duly sworn, deposes and says that:


 


		1.	Custodian’s address is:



Wells Fargo Bank, N.A.

751 Kasota Avenue

Minneapolis, Minnesota 55414

Attention: Client Manager – Oaks Mortgage Trust Series 2015-2


 


		2.	Custodian previously delivered to the Trustee a signed Trust Receipt and Initial Certification
with respect to such Mortgage Note;



 


		3.	Such Mortgage Note is not outstanding pursuant to a request for release of documents and receipt;



 


		4.	Aforesaid Mortgage Note (hereinafter called the “Original”) has been
lost;



 


		5.	Deponent has made or has caused to be made diligent search for Original and has been unable to
find or recover same;



 


		6.	The Custodian was the Custodian of the Original at the time of loss; and



 


		7.	Deponent agrees that, if said Original should ever come into Custodian’s possession, custody
or power, Custodian will immediately and without consideration surrender Original to the Trustee.



 


		8.	Deponent hereby agrees that the Custodian shall indemnify and hold harmless the Trust, its
successors, and assigns, against any loss, liability or damage, including reasonable attorney’s fees, resulting solely from
the unavailability of the Original, including but not limited to any loss, liability or damage arising from (i) any false statement
contained in this Affidavit, (ii) any claim of any party that it has already purchased a Mortgage Loan evidenced by the lost Mortgage
Note or any interest in such mortgage loan, (iii) any claim of any borrower with respect to the existence of terms of a purchased
Mortgage Loan evidenced by the Original, (iv) the issuance of new promissory note in lieu thereof and (v) any claim whether
or not based upon or arising from honoring or refusing to honor the Original when presented by anyone.



 


		9.	This Affidavit is intended to be relied on by [______], its successors, and assigns and _______________________
represents and warrants that it has the authority to perform its obligations under this Lost Note Affidavit.



 




     EX-6-1


     


    

 


EXECUTED THIS ____ day
of _______, 20_, on behalf of the Custodian by:


 


	 	 
	 	Signature
	 	 
	 	 
	 	Typed Name


 


State of California}


County of Orange}


 


On
________________________, before me, _________________________________Notary Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY
under the laws of the State of California that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 


	 	 
	Notary signature 	 


 




     EX-6-2


     


    

 


EXHIBIT 7


 


FORM OF CREDIT FILE CERTIFICATION


 


	
        Oaks Funding LLC

        540 Madison Avenue, 19th Floor

         

        New York, New York 10022
	
        WILMINGTON SAVINGS FUND SOCIETY, FSB, D/B/A CHRISTIANA TRUST

        as Trustee under the Pooling and Servicing Agreement

        500 Delaware Avenue, 11th Floor

        Wilmington, Delaware 19801

	 	 
	
        Wells Fargo Bank, N.A.

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951
	
        Five Oaks Acquisition Corp.

        540 Madison Avenue, 19th Floor

        New York, New York 10022



 


		Re:	Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates, Series 2015-2, Custodial
Agreement, dated as of November 1, 2015, among Wilmington Savings Fund Society, FSB, D/B/A
Christiana Trust, as Trustee, Oaks Funding LLC, as Depositor, and Wells Fargo Bank, N.A., as Custodian                                                  



 


Ladies and Gentlemen:


 


In accordance with the
provisions of Section 2(b)(iii) of the above referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies
that, except as noted on the attached Credit File Exception Report:


 


(1) (a) it is in
receipt of a Credit File for each Mortgage Loan; (b) each Credit File includes the Credit Documents and at least one (1) Miscellaneous
Image and


 


(2) (a) [it is
in receipt / it is not in receipt] of the Underwriting Guidelines.


 


The Custodian makes
no representations as to, and shall not be responsible to verify, (i) the validity, legality, enforceability, perfectibility, due
authorization, recordability, sufficiency, or genuineness of any of the Credit Files or (ii) the collectability, insurability,
effectiveness or suitability of any such Credit File.


 




     EX-7-1


     


    

 


All capitalized terms used
but not defined herein shall have the meanings set forth in the Custodial Agreement.


 


	 	WELLS FARGO BANK, N.A.,
	 	as Custodian
	 	 
	 	By:
	 	Name:
	 	Title


 




     EX-7-2


     


    

 


EXHIBIT 8


 


ADDRESSES OF MASTER SERVICER AND SERVICERS FOR
NOTICES


 


	
        New Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing

        One Liberty Square

        55 Beattie Place

        Greenville, South Carolina 29601 
	 	
        PHH Mortgage Corporation

        One Mortgage Way

        Mount Laurel, New Jersey 08054

	 	 	 
	
        CENLAR FSB

        Cenlar FSB

        425 Phillips Boulevard

        Ewing, New Jersey 08618

        Attention:  Gregory S. Tornquist, Chairman, President &
        CEO

        Phone:  (609) 883-3900

        Facsimile: (609) 538-4006

        
	 	
        SELECT PORTFOLIO SERVICING, INC.

        3815 South West Temple

        Salt Lake City, UT 84115

         

	 	 	 
	
        MASTER SERVICER

        751 Kasota Avenue

        Minneapolis, Minnesota 55414

        
	 	 


 




     EX-8-1


     


    

 


EXHIBIT 9


 


REQUEST
FOR ELECTRONIC IMAGE


OF CREDIT
FILE




 





	To:	Wells Fargo Bank, N.A.	 	Date:	 




751 Kasota Avenue


Minneapolis, MN 55414


Attn: WFDC - [Relationship Manager] – FOAC2015-2


 


		Re:	Custodial Agreement dated as of [______], by and among WILMINGTON SAVINGS FUND SOCIETY,
FSB, D/B/A CHRISTIANA TRUST, a federal savings bank organized under the laws of the United States having an address at 500
Delaware Avenue, 11th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust - Oaks Mortgage Trust Series 2015-2, not individually,
but solely as trustee under the Pooling and Servicing Agreement for Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates,
Series 2015-2 (the “Trust”), OAKS FUNDING LLC, a Delaware limited liability company having an address
at 540 Madison Avenue, 19th Floor, New York, New York 10022, as depositor (the “Depositor”),
and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)



 


In connection with
the Credit File and Underwriting Guidelines described below and held by you as Custodian on behalf of the Trustee pursuant to the
above-captioned Custodial Agreement, we request the image of such Credit File or Underwriting Guidelines.


 


	Credit File Number: 	 	  	 


 


	Investor
Loan Number: 	 	 	Pool Number:	 
	 	 	 
	Credit File Name, Address & Zip Code:	 	 
	 	 	 
	Document(s) Requested:	 	 


 


 


		___	Electronic image of the Credit File (Trustee
or Designated Agent only)



 


		___	Electronic image of the Underwriting Guidelines
(Trustee or Designated Agent only)



  


	By:	 	 
	(Authorized Signature)	 


 


	Printed Name: 	 	 


 


	Trustee or Designated Agent name:	 	 


 


	Secure repository for delivery:	 	 


 


	Phone:	 	 


 




     EX-9-1


     


    

  


SCHEDULE A


MORTGAGE LOAN SCHEDULE 


 


CENLAR


 


	Servicer ID	 	Originator Loan ID
	49969165	 	257275
	49969249	 	498791
	49969371	 	509024
	49969413	 	513560
	49969447	 	492666
	49969553	 	517482
	49969579	 	522133
	49969603	 	50557696
	49969637	 	60723158
	49969652	 	61706260
	49969710	 	50547951
	49969736	 	19705242
	49969769	 	60722353
	49969801	 	60722157
	49969835	 	50560298
	49969884	 	14711357
	49969900	 	CH140930259
	58343997	 	6000772209
	58344045	 	6000779733
	58344136	 	6000798691
	58379215	 	6000719614
	58379389	 	6000795895
	64032451	 	7230045986
	64032469	 	72300047826
	66358839	 	510056
	66358847	 	522257
	66358862	 	509942
	66358904	 	500671
	66358946	 	514676
	66359019	 	60723300
	66359050	 	205495
	66359092	 	505806
	66359522	 	3000015523
	66359597	 	30001702
	66359639	 	528572
	66359647	 	500938


 




    	Schedule A-1 



     


    

  


	66359696	 	50553173
	66359720	 	1194199
	66359860	 	14711661
	66360017	 	50557279
	66360082	 	50561781
	66360207	 	50568683
	66360553	 	533770
	66360694	 	89233456
	66360959	 	89678387
	66361064	 	88722624
	66361213	 	51500298
	66361239	 	3000013213
	66361247	 	30004874
	66361254	 	50575757
	66361262	 	50569270
	66361296	 	19706632
	66361304	 	642010
	66361320	 	300003978
	66361338	 	53500644
	66361353	 	557752
	66361361	 	521703
	66361387	 	547136
	66361395	 	88929468
	66361411	 	210425
	66361437	 	700006304
	66361445	 	553034
	66361452	 	209454
	66361460	 	554536
	66361478	 	2915010284
	66361486	 	89517973
	66361494	 	F021411M3134
	66361510	 	550551
	66361536	 	565422
	66361551	 	89630594
	66361577	 	89741748
	66361601	 	16715399
	66361619	 	50580798
	66361635	 	3000044853
	66361650	 	543492
	66361676	 	88970958
	66361684	 	90391756
	66361700	 	89947352
	66361718	 	89781652


 




    	Schedule A-2 



     


    

  


	66361726	 	50567681
	66361742	 	209692
	66361759	 	208989
	66361775	 	212465
	66361783	 	3000057871
	66361791	 	2991502025
	66361809	 	600006372
	66361817	 	700006370
	66361825	 	571077
	66361833	 	574037
	66361858	 	549770
	66361866	 	213959
	66361874	 	2411004713
	66361890	 	558016
	66361908	 	569746
	66361916	 	89879126
	66361940	 	600006611
	66361957	 	90666207
	66361965	 	90130790
	66361973	 	569801
	66361999	 	60726717
	66362005	 	2252153038
	66362021	 	213676
	66362054	 	6301104239
	66362062	 	214260
	66362088	 	16717200
	66362104	 	214935
	66362112	 	214696
	66362120	 	16715761
	66362138	 	51500679
	66362179	 	214977
	66362187	 	6301103232
	66362195	 	16713476
	66362211	 	61708713
	66362229	 	90908005
	66362302	 	90742313
	66362310	 	53500795
	66362328	 	90899592
	66362377	 	201015000000
	71162630	 	636999
	71162648	 	638678
	71162655	 	640595
	71162697	 	645203


 




    	Schedule A-3 



     


    

  


	71162705	 	645427
	71162713	 	645856
	71162721	 	646614
	71162739	 	646824
	71162770	 	650294
	71162788	 	650747
	71162796	 	651199
	71162846	 	653980
	71162903	 	655878
	71162911	 	656030
	71162937	 	657568
	71162945	 	657783
	71162952	 	658090
	71162960	 	658504
	71162994	 	658916
	71163018	 	659004
	71163026	 	659131
	71163034	 	659273
	71163042	 	659395
	71163067	 	659832
	71163083	 	660077
	71163109	 	660219
	71163117	 	660309
	71163125	 	660466
	71163133	 	660500
	71163158	 	660533
	71163166	 	660569
	71163174	 	660705
	71163182	 	660751
	71163190	 	660854
	71163208	 	660975
	71163224	 	661073
	71163240	 	661272
	71163257	 	661566
	71163273	 	661681
	71163281	 	661795
	71163299	 	662825
	71163307	 	663759
	71163315	 	663833
	71163331	 	664512


 




    	Schedule A-4 



     


    

 


PHH


 


	Servicer ID	 	Originator Loan ID
	7111960667	 	30001241
	7111961038	 	3000007108
	7111961087	 	487210
	7111961350	 	3000006233
	7111961426	 	1205095
	7111961517	 	19704529
	7111961533	 	50551494
	7111962192	 	201168
	7111962366	 	10704335
	7111962747	 	1211908
	7112070078	 	500732
	7112070144	 	60722426
	7112072058	 	2163075
	7112072116	 	61705875
	7112072132	 	19704769
	7112072264	 	203255
	7112072272	 	60721135
	7112072405	 	61706262
	7112072512	 	50553034
	7112072652	 	19704540
	7112072660	 	60723180
	7112072694	 	50553503
	7112072710	 	89051148
	7112072967	 	1823031037
	7112073163	 	1823040410
	7112073205	 	1823040862
	7112073254	 	1823041011
	7112073338	 	1823041441
	7112073494	 	1823050064
	7112074047	 	6000772886
	7112074195	 	6000768462
	7112074294	 	6000717410
	7111962333	 	2145085


 




    	Schedule A-5 



     


    

 


SHELLPOINT


 


	Servicer ID	 	Originator Loan ID
	555855973	 	644820
	555851357	 	800625
	555851362	 	801646
	555854132	 	370029932_Jf30
	555854903	 	1450625684
	555854904	 	1450626294
	555854912	 	1450684905
	555854925	 	140054085
	555854932	 	150054528
	555854933	 	140054578
	555856093	 	80031720
	555857335	 	1434202980
	555857338	 	1433873211
	555857351	 	1434203806
	555857358	 	1433872734
	555857360	 	1434203178
	555857364	 	451043963
	555857379	 	637073
	555861771	 	4134616270
	555861772	 	Sv150002659
	555861773	 	Wh150004152
	555861774	 	4216870
	555861775	 	4230610
	555861776	 	4248583
	555861777	 	4260652
	555861778	 	8252771
	555861779	 	Wh150004197
	555861780	 	140054073
	555861781	 	140054150
	555861782	 	140054188
	555861783	 	150054189
	555861784	 	150054699
	555861785	 	150054725
	555861786	 	150054863
	555861787	 	150054882
	555862720	 	451041911
	555862721	 	451046272
	555862722	 	7340107191
	555862723	 	140054176
	555862725	 	150054125


 




    	Schedule A-6 



     


    

  


	555862726	 	150054786
	555862727	 	1197197
	555862728	 	1203783
	555862729	 	1217311
	555862730	 	1230551
	555862731	 	1232542
	555862732	 	140811000000
	555862733	 	140811000000
	555862734	 	140911000000
	555863164	 	451054411
	555863165	 	131502098
	555863166	 	140911000000
	555863167	 	141011000000
	555863168	 	1434616791
	555863169	 	11412046577
	567246217	 	D150117523
	567248989	 	6001156
	567248990	 	6002189
	567248991	 	D141117004
	567248992	 	430358869
	568475974	 	900003209
	568475975	 	3515058909
	568480411	 	1420455
	568480412	 	Pfn150186
	568481637	 	45039799
	568481638	 	765012175
	568481639	 	1102000082
	568481640	 	1600140000000
	568481641	 	8060029256
	568481642	 	8060093237
	568481643	 	8060113852
	568481644	 	8060114694
	568481645	 	8060114744
	568481646	 	8060115634
	568481647	 	8060166124
	568481648	 	12101500000000
	568481649	 	Sv150003062
	568481650	 	1600002726
	568481651	 	1601000816
	568481652	 	8060139899
	568481653	 	8060110106


 




    	Schedule A-7 



     


    

 


SPS


 


	Servicer ID	 	Originator Loan ID
	15604903	 	3335070
	17307265	 	9851000675
	17521527	 	C150255519
	17585738	 	201506777
	17612409	 	72100000164
	17618463	 	2337150252
	17618984	 	201442576
	17619164	 	W150457404
	17619172	 	201502592
	17622051	 	1000019458
	17624875	 	589307
	17751405	 	W150560164
	17772567	 	2263150350
	17778028	 	582349
	17778390	 	PTL1503x764540
	17778408	 	1321150000000
	17778424	 	1400093769
	17778457	 	12000001415
	17778515	 	9851001391
	17778556	 	3358282
	17778572	 	3355648
	17778747	 	1400154678
	17778887	 	4100005983
	17778895	 	3111005146
	17779141	 	6450105134
	17779158	 	6152200032
	17787094	 	2314013658
	17787102	 	52200000993
	17787185	 	1900150407139
	17787193	 	W150661784
	17789520	 	PC1503127408
	17789587	 	5404120001
	17795725	 	6451301315
	17812942	 	201513282
	17813031	 	65600000034
	17813072	 	1756470004
	17813098	 	1833740353
	17813122	 	2448947495
	17813155	 	2809925457
	17813163	 	7814525197


 




    	Schedule A-8 



     


    

  


	17813171	 	7975825118
	17813197	 	8204543079
	17813254	 	2867107116
	17813262	 	3648736809
	17813288	 	3948219832
	17813320	 	4604107674
	17813361	 	8239431773
	17813403	 	3332257267
	17813411	 	3338559063
	17813429	 	3338637186
	17813445	 	3339521726
	17813460	 	3340916820
	17813478	 	3341122589
	17813486	 	3341263236
	17813494	 	3341591060
	17813502	 	3341608638
	17813510	 	3342675271
	17813528	 	3342729912
	17813544	 	3342830067
	17813551	 	3342895978
	17813569	 	3343025008
	17813585	 	3343044823
	17813593	 	3343162834
	17813619	 	3343245119
	17813627	 	3343255188
	17813643	 	3343380857
	17813718	 	3342427421
	17813734	 	3342468854
	17813742	 	3342479463


 




    	Schedule A-9