EXECUTION


 


GUARANTY 


 


GUARANTY, dated as of
February 25, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made
by Five Oaks Investment Corp., a Maryland corporation (the “Guarantor”), in favor of Credit Suisse First Boston
Mortgage Capital, LLC (the “Buyer”).


 


RECITALS


 


Pursuant to the Master
Repurchase Agreement, dated as of February 25, 2014 (as amended, supplemented or otherwise modified from time to time, the “Repurchase
Agreement”), among Five Oaks Acquisition Corp. (the “Seller”), the Guarantor and the Buyer, the Buyer
has agreed from time to time to enter into transactions in which the Seller agrees to transfer to Buyer Mortgage Loans against
the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans at a date certain
or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction”.
It is a condition precedent to the obligation of the Buyer to enter into Transactions under the Repurchase Agreement that the Guarantor
shall have executed and delivered this Guaranty to the Buyer.


 


NOW,
THEREFORE, in consideration of the foregoing premises, to induce the Buyer to enter into the Repurchase Agreement and to
enter into Transactions thereunder, the Guarantor hereby agrees with the Buyer, as follows:


 


1.  Defined Terms.


 


(a)  Unless
otherwise defined herein, terms which are defined in the Repurchase Agreement and used herein are so used as so defined.


 


(b)  For purposes
of this Guaranty, “Obligations” shall mean all obligations and liabilities of the Seller to the Buyer, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out
of or in connection with the Repurchase Agreement and any other Program Agreements and any other document made, delivered or given
in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees and disbursements of counsel to the Buyer that are required to be paid by a party
to the Transaction pursuant to the terms of the Program Agreements and costs of enforcement of this Guaranty) or otherwise.


 


2.  Guaranty.


 


(a)  The Guarantor
hereby unconditionally and irrevocably guarantees to the Buyer the prompt and complete payment and performance by the Seller when
due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.


 




    	 



    	 



    

 


(b)  The Guarantor
further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be
paid or incurred by the Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting,
any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty.
This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii)
the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations.


 


(c)  No payment
or payments made by the Seller or any other Person or received or collected by the Buyer from the Seller or any other Person by
virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction
of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor
hereunder which shall, notwithstanding any such payment or payments, remain liable for the outstanding amount of the Obligations
until the Obligations are paid in full.


 


3.  Right
of Set-off. The Buyer is hereby irrevocably authorized at any time and from time to time without notice to the Guarantor, any
such notice being hereby waived by the Guarantor, to set off and appropriate and apply any and all monies and other property of
the Guarantor, deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness
or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Buyer or any affiliate thereof to or for the credit or the account of the Guarantor, or any part thereof in
such amounts as the Buyer may elect, on account of the Obligations and liabilities of the Guarantor hereunder and claims of every
nature and description of the Buyer against the Guarantor, in any currency, whether arising hereunder, under the Repurchase Agreement
or otherwise, as the Buyer may elect, whether or not the Buyer has made any demand for payment and although such Obligations and
liabilities and claims may be contingent or unmatured. The Buyer shall notify the Guarantor promptly of any such set-off and the
application made by the Buyer, provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Buyer under this paragraph are in addition to other rights and remedies (including, without limitation,
other rights of set-off) which the Buyer may have.


 


4.  Subrogation.
Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor
by the Buyer, the Guarantor shall not be entitled to be subrogated to any of the rights of the Buyer against the Seller or any
other guarantor or any collateral security or guarantee or right of offset held by the Buyer for the payment of the Obligations,
nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Seller or any other guarantor in
respect of payments made by the Guarantor hereunder, until all amounts owing to the Buyer by the Seller on account of the Obligations
are paid in full and the Repurchase Agreement is terminated. If any amount shall be paid to the Guarantor on account of such subrogation
rights at any time when all of the Obligations shall not have been paid in full, such amounts shall be held by the Guarantor in
trust for the Buyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned
over to the Buyer in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Buyer, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as the Buyer may determine.


 




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5.  Amendments,
etc. with Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation
of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the
Obligations made by the Buyer may be rescinded by the Buyer, and any of the Obligations continued, and the Obligations, or the
liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Buyer, and the Repurchase Agreement, and the other Program Agreements and any other document
in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deem advisable
from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect
or insure any Lien at any time held by it as security for the Obligations or for this Guaranty or any property subject thereto.
When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand
on the Seller or any other guarantor, and any failure by the Buyer to make any such demand or to collect any payments from the
Seller or any such other guarantor or any release of the Seller or such other guarantor shall not relieve the Guarantor of its
obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter
of law, of the Buyer against the Guarantor. When making any demand for payment hereunder against the Guarantor, the Buyer shall
notify the Guarantor of the amount of the outstanding Obligations. For the purposes hereof “demand” shall include the
commencement and continuance of any legal proceedings.


 


6.  Guaranty
Absolute and Unconditional.


 


(a)  Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance
by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed
to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings
between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest and notice of default
or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Repurchase Agreement,
the other Program Agreements, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Buyer, (ii) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (iii) any other
circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Seller for the Obligations, or of the Guarantor under this Guaranty,
in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Buyer may, but
shall be under no obligation, to pursue such rights and remedies that they may have against the Seller or any other Person or against
any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer
to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon
any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other
Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer
against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent
of its terms upon the Guarantor and their successors and assigns thereof, and shall inure to the benefit of the Buyer, and successors,
indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have
been satisfied by payment in full, notwithstanding that from time to time during the term of the Repurchase Agreement the Seller
may be free from any Obligations.


 




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(b)  Without
limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyer as follows:


 


(i)   Guarantor
hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon,
an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s
subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other
rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.


 


(ii)   Guarantor
is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal
and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation
and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of
all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer
for such information and will not rely upon the Buyer for any such information. Absent a written request for such information by
the Guarantor to the Buyer, Guarantor hereby waives its right, if any, to require the Buyer to disclose to Guarantor any information
which the Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release
of or revocation by any other guarantor.


 


(iii)   Guarantor
has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the
validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyer, Guarantor is not in any manner
relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any
kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future.


 




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7.  Reinstatement.
This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or returned by the Buyer upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Seller or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Seller or any substantial part of its property, or otherwise, all as though
such payments had not been made.


 


8.  Payments.
Guarantor hereby agrees that the Obligations will be paid to the Buyer without set-off or counterclaim in U.S. Dollars.


 


9.  Event
of Default. If an Event of Default under the Repurchase Agreement shall have occurred and be continuing, the Guarantor agrees
that, as between the Guarantor and Buyer, the Obligations may be declared to be due for purposes of this Guaranty notwithstanding
any stay, injunction or other prohibition which may prevent, delay or vitiate any such declaration as against a Seller and that,
in the event of any such declaration (or attempted declaration), such Obligations shall forthwith become due by the Guarantor for
purposes of this Guaranty.


 


10.  Severability.
Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


11.  Headings.
The paragraph headings used in this Guaranty are for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.


 


12.  No
Waiver; Cumulative Remedies. The Buyer shall not by any act (except by a written instrument pursuant to paragraph 13 hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising,
on the part of the Buyer, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by the Buyer of any right or remedy hereunder on any one occasion shall not be construed as a bar
to any right or remedy which the Buyer would otherwise have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.


 




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13.  Waivers
and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Guaranty may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by the Guarantor and the Buyer, provided that any provision
of this Guaranty may be waived by the Buyer in a letter or agreement executed by the Buyer or by facsimile or electronic transmission
from the Buyer. This Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit
of the Buyer and its respective successors and assigns.


 


14.  Notices.
Notices by the Buyer to the Guarantor shall be given in accordance with the Repurchase Agreement.


 


15.  Jurisdiction.


 


(a)  THIS GUARANTY
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT APPLICATION
OF THE CONFLICT OF LAW PRINCIPLES OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION).


 


(b)  GUARANTOR
HEREBY WAIVES TRIAL BY JURY. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW
YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PROGRAM
AGREEMENTS IN ANY ACTION OR PROCEEDING. GUARANTOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL
JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS.


 


16.  Integration.
This Guaranty represents the agreement of the Guarantor with respect to the subject matter hereof and there are no promises or
representations by the Buyer relative to the subject matter hereof not reflected herein.


 


17.  Acknowledgments.
Guarantor hereby acknowledges that:


 


(a) Guarantor has
been advised by counsel in the negotiation, execution and delivery of this Guaranty and the other Program Agreements;


 


(b) the Buyer does
not have any fiduciary relationship to the Guarantor, and the relationship between the Buyer and the Guarantor is solely that of
surety and creditor; and


 


(c) no joint venture
exists between the Buyer and the Guarantor or among the Buyer, the Seller and the Guarantor.


 


[Signature pages follow]


 




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IN WITNESS WHEREOF, the
undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.


 


	 	Five Oaks Investment Corp., as Guarantor
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 


Signature Page to the Guaranty