EXECUTION VERSION


GUARANTY

             
GUARANTY, dated as of August 14, 2014 (as amended, supplemented, or otherwise
modified from time to time, this “Guaranty”), made by ZAIS
Financial 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 August 14, 2014 (as
amended, supplemented or otherwise modified from time to time, the
“Repurchase
Agreement”), among ZFC Funding,
Inc. (the “Seller”), U.S. Bank National Association, not in its
individual capacity but solely as trustee (the “Pass-Through Trustee”) for ZFC
Funding Pass-Through Trust I (“Trust Subsidiary” and
together with Seller, the “Seller
Parties”), the Guarantor and the
Buyer, the Buyer has agreed from time to time to enter into transactions in
which (i) the Buyer shall purchase from the Seller the Purchased Certificate,
with a simultaneous agreement by the Seller to repurchase the Purchased
Certificate and (ii) certain Contributed Mortgage Loans will be conveyed to the
Pass-Through Trustee for the Trust Subsidiary which shall be made subject to
transactions pursuant to the Repurchase Agreement. 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 reasonable 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 reasonable 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 amount of the Obligations until the
Obligations are paid in full. 

             
(d) Guarantor agrees that whenever, at any time, or
from time to time, the Guarantor shall make any payment to the Buyer on account
of the Guarantor’s liability hereunder, the Guarantor will notify the Buyer in
writing that such payment is made under this Guaranty for such purpose.


             
3. Right of Set-off. The Buyer is hereby irrevocably authorized,
after the occurrence and during the continuance of an Event of Default, without
notice to the Guarantor, any such notice being hereby waived by the Guarantor to
the extent permitted by applicable law, 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 of DLJ Mortgage Capital, Inc., Credit Suisse
Securities (USA) LLC or Credit Suisse International 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. 

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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. 

             
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. For the purposes hereof “demand” shall include the commencement
and continuance of any legal proceedings. 

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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, demand for
payment 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. Notwithstanding the
foregoing, in the event the Obligations of the Seller are reduced by a court of
competent jurisdiction pursuant to a final non-appealable judgement solely as a
result of Buyer engaging in willful misconduct in connection with the Program
Agreements, the Guarantor’s Obligations under this Guaranty shall similarly be
reduced and Guarantor shall be entitled to make a claim against Buyer for
reimbursement of any amounts paid to Buyer in excess of the amount of the
reduced Obligations; provided that the Guarantor shall not be entitled to refuse
payment under this Guaranty on the basis of any claim regarding the Buyer’s
actions unless and until such final non-appealable judgment is rendered. 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 it 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. 

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

       (i) To the
extent permitted by law, 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.


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       (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 Parties or any other
guarantor to the Buyer, now or at any time and from time to time in the future.


             
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
the 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. Notwithstanding the foregoing, in the event the
Obligations of the Seller are reduced by a court of competent jurisdiction
pursuant to a final non-appealable judgement solely as a result of Buyer
engaging in willful misconduct in connection with the Program Agreements, the
Guarantor’s Obligations under this Guaranty shall similarly be reduced and
Guarantor shall be entitled to make a claim against Buyer for reimbursement of
any amounts paid to Buyer in excess of the amount of the reduced Obligations;
provided that the Guarantor shall not be entitled to refuse payment under this
Guaranty on the basis of any claim regarding the Buyer’s actions unless and
until such final non-appealable judgment is rendered.

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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. 

             
13. Waivers and Amendments; Successors and
Assigns. 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. Governing Law; Waiver of Jury Trial;
Jurisdiction.

             
(a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


             
(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.


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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 Parties and the Guarantor. 

             
18. Intent. This Guaranty is intended to constitute a security agreement or other
arrangement or other credit enhancement related to the Repurchase Agreement and
Transactions thereunder as defined under Sections 101(47)(A)(v) and
741(7)(A)(xi) of the Bankruptcy Code. 

[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. 

		ZAIS Financial Corp., as Guarantor	 
			 
			 
		By: 	/s/ Michael F. Szymanski	 
		 	Name: Michael F. Szymanski
			Title: President



Signature Page to the
Guaranty