SCHEDULE I

TITLE, APPROVED PURCHASE PRICE AND DESCRIPTION OF OFFERED CERTIFICATES

ATTACHMENTS

This POOLING AND SERVICING AGREEMENT, dated as of December 1, 2014 (the “Agreement”), by and among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation, as depositor (the “Depositor”), CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “Trustee”), SELECT PORTFOLIO SERVICING, INC., a Utah corporation, as a servicer (“SPS” and a “Servicer”) 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

On the Closing Date, the Depositor will acquire the Mortgage Loans from the Seller and will be the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. 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. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator, SPS and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer, the Securities Administrator, SPS and the Trustee 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.

REMIC 1

As provided herein, the Trustee 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 “REMIC 1.” The Class R-1 Interest will represent the sole class of “residual interests” in REMIC 1 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 Class Principal Amount and the Uncertificated REMIC 1 Interest Rate for each of the “regular interests” in REMIC 1 (the “REMIC 1 Regular Interests”). None of the REMIC 1 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 REMIC 1 Regular Interests will be the Latest Possible Maturity Date as defined herein.

REMIC 2

As provided herein, an election will be made to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 2. The Class R-2 Interest will represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions under federal income tax law (the “Class R-2 Interest”). The following table irrevocably sets forth the designation, the initial Uncertificated Class Principal Amount (or initial Uncertificated Notional Amount) and the Uncertificated Interest Rate for each of the regular interests in REMIC 2 (the “REMIC 2 Regular Interests”). None of the REMIC 2 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 REMIC 2 Regular Interests will be the Latest Possible Maturity Date as defined herein.

REMIC 3

As provided herein, an election will be made to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 3. The Class R-3 Interest will represent the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions under federal income tax law (the “Class R-3 Interest”). The following table irrevocably sets forth the designation, the initial Uncertificated Class Principal Amount (or initial Uncertificated Notional Amount) and the Uncertificated Interest Rate for each of the regular interests in REMIC 3 (the “REMIC 3 Regular Interests”). None of the REMIC 3 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 REMIC 3 Regular Interests will be the Latest Possible Maturity Date as defined herein.

Grantor Trust

As provided herein, the Trustee shall execute and authenticate the Initial Exchangeable Certificates, the Non-Exchangeable Certificates and the Exchangeable Certificates (each, as defined herein) in any of the following combinations.

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

Article I

DEFINITIONS

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

AAR Agreement(s): The Academy Agreement, American Neighborhood Mortgage Acceptance Company Agreement, AmeriPro Agreement, Amerisave Agreement, Banc Home Loans Agreement, Berkshire Agreement, Blue Hills Agreement, Caliber Agreement, Carolina Premier Agreement, Carrington Agreement, Cherry Creek Agreement, Cobalt Agreement, Cornerstone Agreement, Dubuque Agreement, EagleBank Agreement, Envoy Agreement, Equitable Bank Agreement, Everett Agreement, Farmington Agreement, FBC Agreement, First Choice Agreement, First Savings Agreement, FirstBank Agreement, Freedom Mortgage Agreement, FSGBank Agreement, Gateway Bank Agreement, Gershman Agreement, GMFS Agreement, Green Tree Agreement, Guaranteed Rate Agreement Number One, Guaranteed Rate Agreement Number Two, Guaranty Trust Agreement, Guild Agreement, HomeStreet Agreement, Impac Agreement, JMAC Agreement, Kinecta Agreement, LoanDepot.com Agreement Number One, LoanDepot.com Agreement Number Two, Mega Capital Agreement, Mortgage Network Agreement, Nationstar Agreement, New American Agreement, Northwest Bank Agreement, Pacific Union Financial Agreement, Paramount Residential Mortgage Group Agreement Number One, Paramount Residential Mortgage Group Agreement Number Two, PHH Home Loans Agreement, PHH Home Loans/RMR Agreement, PHH Mortgage Agreement Number One, PHH Mortgage Agreement Number Two, Pinnacle Agreement Number One, Pinnacle Agreement Number Two, PMAC Agreement, PrimeLending Agreement Number One, PrimeLending Agreement Number Two, Prosperity Mortgage Agreement, Provident Funding Agreement, Quontic Agreement, Radius Bank Agreement, RMR Agreement, Sierra Pacific Agreement, Skyline Agreement, Stonegate Agreement Number One, Stonegate Agreement Number Two, Universal American Agreement, Vanguard Agreement and Wintrust Agreement, as applicable.

Academy Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Academy Mortgage Corporation, Five Oaks and the Trustee.

Accepted Master Servicing Practices: With respect to any Mortgage Loan, those mortgage master servicing practices of prudent mortgage master servicing institutions which 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 any Mortgage Loan serviced by SPS, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

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 6.24.

Accrual Period: With respect to any Distribution Date and for each Class of interest-bearing Certificates, the calendar month immediately preceding the month in which the Distribution Date occurs. Interest shall accrue on all Classes of Certificates (other than the Class R Certificates) on the basis of a 360-day year consisting of twelve 30-day months.

Advance: The payments required to be made by the applicable Servicer (which in the case of the Five Oaks MSR Mortgage Loans serviced by PHH and Shellpoint Mortgage Servicing such payments shall be remitted by Five Oaks to PHH and Shellpoint Mortgage Servicing, as applicable, pursuant to the related Servicing Agreement and made by the related Servicer to the extent received from Five Oaks) with respect to any Distribution Date pursuant to this Agreement with respect to SPS or the related Servicing Agreement with respect to PHH and Shellpoint Mortgage Servicing (or if the applicable Servicer fails to make such payment or Five Oaks fails to remit the required amount with respect to the Five Oaks MSR Mortgage Loans serviced by PHH and Shellpoint Mortgage Servicing to PHH or Shellpoint Mortgage Servicing, as applicable, by the Master Servicer pursuant to this Agreement) the amount of any such payment being equal to the aggregate of the payments of principal and interest (net of the applicable Servicing Fee and the Master 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, less the aggregate amount of any such delinquent payments that the applicable Servicer or the Master Servicer, as applicable, have determined would constitute Nonrecoverable Advances if advanced.

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, 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.

Adverse Grantor Trust Event: Any event that would cause the Grantor Trust to lose its status as a grantor trust under the Grantor Trust Provisions.

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 (i) the Master Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the applicable Servicing Fee Rate.

Aggregate Stated Principal Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances for the Mortgage Loans (or, with respect to any Mortgage Pool, all Mortgage Loans in such Mortgage Pool) that were outstanding as of the most recent Due Date.

Aggregate Subordinate Percentage: As to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Amount of the Subordinate Certificates prior to any distributions of principal, allocations of Realized Losses, writeups due to Subsequent Recoveries or allocations of Certificate Writedown Amounts on such Distribution Date, and the denominator of which is the Aggregate Stated Principal Balance of all of the Mortgage Loans for such Distribution Date. The initial Aggregate Subordinate Percentage shall be equal to 8.45%.

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.

American Neighborhood Mortgage Acceptance Company Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among American Neighborhood Mortgage Acceptance Company, Five Oaks and the Trustee.

AmeriPro Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among AmeriPro Funding, Inc., Five Oaks and the Trustee.

Amerisave Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Amerisave Mortgage Corporation, Five Oaks and the Trustee.

Applicable Credit Support Percentage: As to any Class of Subordinate Certificates and any Distribution Date, the sum of the Class Subordination Percentage of such Class and the aggregate of the Class Subordination Percentages of all other Classes (if any) of Subordinate Certificates having higher numerical Class designations than such Class.

Apportioned Principal Balance: As to any Class of Subordinate Certificates and each Mortgage Pool for any Distribution Date, the Class Principal Amount of that Class of Subordinate Certificates prior to distributions of principal or allocations of Realized Losses or allocations of Certificate Writedown Amounts on such Distribution Date multiplied by a fraction, the numerator of which is the Pool Subordinate Amount for the applicable Mortgage Pool for such Distribution Date and the denominator of which is the sum of the Pool Subordinate Amounts for both Mortgage Pools (in the aggregate) for such Distribution Date.

Appraised Value: With respect to any Mortgage Loan, the value (or the Reconciled Market Value if more than one appraisal is received) of the related Mortgaged Property as determined by a Qualified Appraiser at the time of origination of such Mortgage Loan.

Appraiser Independence Requirements: The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time to time.

Assessment of Compliance: As defined in Section 6.23(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 under this Agreement.

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 and any Mortgage Pool, the sum of the following amounts with respect to the Mortgage Loans included in the applicable Mortgage Pool: (i) all scheduled payments of interest and principal due during the related Due Period, to the extent received or advanced (net of the Servicing Fees, the Trustee Fee, the Independent Reviewer Fee and the Master Servicing Fee; (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; (v) all Principal Prepayments, together with any accrued interest thereon, identified as having been received on the related Mortgage Loans during the related Prepayment Period, plus any amounts received from the Servicers or the Master Servicer in respect of Prepayment Interest Shortfalls on such Mortgage Loans; (vi) amounts received since the last Distribution Date (or the Closing Date in the case of the first Distribution Date) as the Substitution Amount and the Repurchase Price in respect of a Deleted Mortgage Loan or a Mortgage Loan from such Mortgage Pool purchased by an Originator or the Seller as of such Distribution Date as a result of a breach of a representation and warranty or by an Originator pursuant to an early payment default provision in the related AAR Agreement; (vii) HAMP incentive payments received by the Trust Fund as investor with respect to such Mortgage Loans, (viii) amounts received from a governmental authority in connection with any purchases of related Mortgage Loans through the power of eminent domain (without duplication of amounts set forth in clause (iii) above) and (ix) the Clean-up Call Price paid by the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding or the Master Servicer, as applicable, to purchase the Mortgage Loans in the related Mortgage Pool and terminate the Trust Fund, if applicable; minus (A) amounts applied to reimburse Advances and Servicing Advances previously made and other amounts as to which the Servicers are entitled to be reimbursed pursuant to this Agreement or the related Servicing Agreement, (B) amounts applied to reimburse Advances previously made as to which the Master Servicer is entitled to be reimbursed pursuant to this Agreement and (C) an amount equal to the Expenses attributable to the Mortgage Loans in the related Mortgage Pool (or, if such Expenses are not allocable to a specific Mortgage Pool, a pro rata portion of such Expenses based on the Aggregate Stated Principal Balance of the Mortgage Loans in that Mortgage Pool and the Aggregate Stated Principal Balance of the Mortgage Loans in both Mortgage Pools), subject to the limitations set forth in the definition of Expenses.

BANA Mortgage Loans: The Mortgage Loans sold by Bank of America to Five Oaks as indicated on the Mortgage Loan Schedule.

Banc Home Loans Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Banc of California, National Association, d/b/a Banc Home Loans, successor in interest to Pacific Trust Bank, Five Oaks and the Trustee.

Bank of America: Bank of America, National Association.

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

Barclays: Barclays Bank PLC.

Barclays Mortgage Loans: The Mortgage Loans sold by Barclays to Five Oaks as indicated on the Mortgage Loan Schedule.

Berkshire Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Berkshire Bank, Five Oaks and the Trustee.

Blue Hills Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Blue Hills Bank, Five Oaks and 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 1-A-1, Class 1-X-1, Class 1-A-2, Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2, Class 2-A-5, Class 2-X-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5.

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, Minnesota, Delaware, New Jersey, New York, Pennsylvania, South Carolina, Texas or Utah, (iii) a day on which banking institutions in the States of Maryland, Minnesota, Delaware, New Jersey, New York, Pennsylvania, South Carolina, Texas or Utah 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.

Caliber Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Caliber Home Loans, Inc., Five Oaks and the Trustee.

Capitalization Reimbursement Amount: As to any Distribution Date and each Servicer, the amount of Advances and/or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans serviced by the related Servicer during the related Due Period in connection with Servicing Modifications by the related Servicer and reimbursed to the related Servicer on or prior to such Distribution Date pursuant to the related Servicing Agreement or this Agreement as applicable, plus the related Capitalization Reimbursement Shortfall Amount for such Servicer remaining unreimbursed from any prior Distribution Date and reimbursed to the related Servicer on or prior to such Distribution Date.

Capitalization Reimbursement Shortfall Amount: As to any Distribution Date and each Servicer, the amount, if any, by which the amount of Advances and/or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans serviced by the related Servicer during the related Due Period in connection with Servicing Modifications by the related Servicer exceeds the amount of principal payments on the Mortgage Loans remitted by such Servicer and included in the Available Distribution Amount for that Distribution Date.

Carolina Premier Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Carolina Premier Bank, Five Oaks and the Trustee.

Carrington Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Carrington Mortgage Services, LLC, Five Oaks and the Trustee.

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 Group: Each of the Pool 1 Certificates and the Pool 2 Certificates.

Certificate Interest Rate: With respect to the Class 1-A-2 Certificates and any Distribution Date, the related Net WAC Rate for such Distribution Date. With respect to the Subordinate Certificates and any Distribution Date, the weighted average of the Net WAC Rate of the Mortgage Loans in each Mortgage Pool for such Distribution Date, weighted in proportion to the results of subtracting from the Aggregate Stated Principal Balance of the Mortgage Loans of each Mortgage Pool the aggregate Class Principal Amount of the Senior Certificates outstanding for the related Certificate Group immediately preceding such Distribution Date (or in the case of the first Distribution Date, the Closing Date). With respect to the Class 1-A-1, Class 2-A-1 and Class 2-A-4 Certificates and any Distribution Date, a per annum rate equal to the lesser of (i) the related Net WAC Rate for such Distribution Date and (ii) 3.000% per annum. With respect to the Class 1-X-1 Certificates and any Distribution Date, a per annum rate equal to the excess, if any, of (i) the related Net WAC Rate for such Distribution Date over (ii) 3.000% per annum. With respect to the Class 2-X-4 Certificates and any Distribution Date, a per annum rate equal to the excess, if any, of (i) the related Net WAC Rate for such Distribution Date over (ii) 3.500% per annum. With respect to the Class 2-X-1, Class 2-X-2 and Class 2-X-3 and any Distribution Date, a per annum rate equal to the excess, if any, of (i) the lesser of the related Net WAC Rate for such Distribution Date and 3.500% per annum over (ii) the lesser of the related Net WAC Rate for such Distribution Date and 3.000% per annum. With respect to the Class 2-A-2, Class 2-A-3 and Class 2-A-5 Certificates and any Distribution Date, a per annum rate equal to the lesser of (i) the related Net WAC Rate for such Distribution Date and (ii) 3.500% per annum. For federal income tax purposes, each Class of Certificates is entitled to receive 100% of the amounts distributable on the REMIC Regular Interest Combinations forming each such Class of Certificates.

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 Principal Amount: With respect to any Certificate (other than the Interest-Only Certificates and Class R Certificates) and any Distribution Date, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such 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 such Certificate; (ii) the principal portion of all Realized Losses previously allocated to such Certificate; and (iii) without duplication, any Certificate Writedown Amount previously allocated to such Certificate; provided, however, that on any Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Certificate then outstanding to which a Certificate Writedown Amount or Realized Loss amount has been applied will be increased sequentially, in order of seniority (and with respect to the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, to the Class of Certificates related to the Mortgage Pool that sustained such Certificate Writedown Amount or Realized Loss; provided, further, with respect to the Pool 2 Certificates, the Class 2-A-1 Certificates and Class 2-A-2 Certificates are treated as equal in seniority for this purpose and each of the Class 2-A-1 Certificates and Class 2-A-2 Certificates are treated as senior to the Class 2-A-3 Certificates for this purpose), by an amount equal to the lesser of (A) the principal portion of any Certificate Writedown Amount or Realized Loss amount previously allocated to that Certificate to the extent not previously recovered and (B) 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 provided further that, after taking into account any increases pursuant to the preceding proviso, on any Distribution Date on which the Aggregate Stated Principal Balance of the Mortgage Loans exceeds the aggregate Certificate Principal Amount, such excess (including any excess attributable to the allocation of Principal Forbearance Amounts) will be allocated to increase the Certificate Principal Amount of any Certificate then outstanding to which a Certificate Writedown Amount or Realized Loss amount has previously been allocated, sequentially in order of seniority (with respect to the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, to the Class of Certificates related to the Mortgage Pool that sustained such Certificate Writedown Amount or Realized Loss; provided, further, with respect to the Pool 2 Certificates, the Class 2-A-1 Certificates and Class 2-A-2 Certificates are treated as equal in seniority for this purpose and therefore increased pro rata based upon previously allocated Realized Losses or Certificate Writedown Amounts that reduced the Class Principal Amount of such classes, up to the principal amount of such Certificate Writedown Amount or Realized Loss to the extent not previously recovered, and each of the Class 2-A-1 Certificates and Class 2-A-2 Certificates are treated as senior to the Class 2-A-3 Certificates for this purpose). The Interest-Only Certificates and Class R Certificates are issued without Certificate Principal Amounts. The Certificate Principal Amount of the Initial Exchangeable Certificates or the Exchangeable Certificates shall be subject to increase or decrease from time to time in connection with Exchanges with respect to such Certificates as described herein. For federal income tax purposes, such amount is equal to the aggregate Uncertificated Class Principal Amount of the corresponding REMIC Regular Interest Combinations composing such Certificate.

Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 3.02. The Securities Administrator will act as the initial Certificate Registrar.

Certificate Writedown Amount: On or prior to the Credit Support Depletion Date, the amount by which the aggregate Certificate Principal Amount of all the Certificates (other than the Interest-Only Certificates and Class R Certificates) on any Distribution Date (after giving effect to distributions of principal, writeups due to Subsequent Recoveries and allocations of Realized Losses on that Distribution Date) exceeds the Aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date. After the Credit Support Depletion Date, with respect to each Certificate Group, the amount by which the aggregate Certificate Principal Amount of all the Certificates (other than the Interest-Only Certificates and Class R Certificates) on any Distribution Date (after giving effect to distributions of principal, writeups due to Subsequent Recoveries and allocations of Realized Losses on that Distribution Date) exceeds the Aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool for the Distribution Date.

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

Certification: The certifications delivered pursuant to the Custodial Agreement.

Cherry Creek Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Cherry Creek Mortgage Co., Inc., Five Oaks and the Trustee.

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 REMIC 1, REMIC 2 or REMIC 3, the term “Class” refers to all REMIC Regular Interests having the same alphanumeric designation.

Class 1-A-1 Certificates: The Class 1-A-1 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 1-A-2 Certificates: The Class 1-A-2 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 1-X-1 Certificates: The Class 1-X-1 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-A-1 Certificates: The Class 2-A-1 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-A-2 Certificates: The Class 2-A-2 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-A-3 Certificates: The Class 2-A-3 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-A-4 Certificates: The Class 2-A-4 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-A-5 Certificates: The Class 2-A-5 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-X-1 Certificates: The Class 2-X-1 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-X-2 Certificates: The Class 2-X-2 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-X-3 Certificates: The Class 2-X-3 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class 2-X-4 Certificates: The Class 2-X-4 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC 3 Regular Interests 2-A-1-X-4, 2-A-2-X-4, 2-A-3-X-4, 2-A-4-X-4 and 2-A-5-X-4 described herein.

Class B-1 Certificates: The Class B-1 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class B-2 Certificates: The Class B-2 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class B-3 Certificates: The Class B-3 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class B-4 Certificates: The Class B-4 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class B-5 Certificates: The Class B-5 Certificates executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing a beneficial ownership interest in the REMIC Regular Interest Combinations described herein.

Class Notional Amount: With respect to the Class 1-X-1 Certificates on any Distribution Date, an amount equal to the Class Principal Amount of the Class 1-A-1 Certificates. With respect to the Class 2-X-1 Certificates on any Distribution Date, an amount equal to the Class Principal Amount of the Class 2-A-1 Certificates. With respect to the Class 2-X-2 Certificates on any Distribution Date, an amount equal to the Class Principal Amount of the Class 2-A-4 Certificates. With respect to the Class 2-X-3 Certificates on any Distribution Date, an amount equal to the aggregate Class Principal Amount of the Class 2-A-1 Certificates and Class 2-A-4 Certificates. With respect to the Class 2-X-4 Certificates on any Distribution Date, an amount equal to the aggregate Class Principal Amount of the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates. The Class Notional Amount of the Initial Exchangeable Certificates or the Exchangeable Certificates will be subject to increase or decrease from time to time in connection with exchanges with respect to such certificates as described herein. For federal income tax purposes, the Class 2-X-4 Certificates will have a Class Notional Amount equal to the aggregate Uncertificated Class Principal Amount of REMIC 3 Regular Interests 2-A-1, 2-A-2, 2-A-3, 2-A-4, and 2-A-5.

Class Principal Amount: With respect to each Class of Certificates (other than the Interest-Only Certificates and Class R Certificates), the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination. With respect to each Class of REMIC Regular Interests, the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination. The Class Principal Amount of the Initial Exchangeable Certificates or the Exchangeable Certificates shall be subject to increase or decrease from time to time in connection with Exchanges with respect to such Certificates as described herein.

Class R Certificates: The Class R Certificates 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 the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest.

Class R-1 Interest: The sole class of residual interests in REMIC 1.

Class R-2 Interest: The sole class of residual interests in REMIC 2.

Class R-3 Interest: The sole class of residual interests in REMIC 3.

Class Subordination Percentage: With respect to each Class of Subordinate Certificates, for each Distribution Date, the percentage obtained by dividing the Class Principal Amount of such Class prior to any distributions of principal, allocations of Realized Losses, writeups due to Subsequent Recoveries or allocations of Certificate Writedown Amounts on that Distribution Date by the aggregate of the Class Principal Amounts of all Classes of Certificates (other than the Interest-Only Certificates and Class R Certificates) prior to any distributions of principal, allocations of Realized Losses, writeups due to Subsequent Recoveries or allocations of Certificate Writedown Amounts 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 Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding 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, or if the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding 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 paid by the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding 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 and (ii) the fair market value of any REO Property; 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.

Clearance System: The Euroclear System or Clearstream or both.

Clearstream: Clearstream Banking, société anonyme.

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.

Closing Date: December 23, 2014.

Cobalt Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Cobalt Mortgage, Inc., Five Oaks and the Trustee.

Code: The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

Collection Account: With respect to SPS, the separate account, which shall be an Eligible Account, operated and maintained by SPS pursuant to Section 10.05. With respect to PHH, as defined in the PHH Servicing Agreement. With respect to Shellpoint Mortgage Servicing, as defined as the “Custodial Account” in the New Penn Servicing Agreement.

Collection Period: With respect to SPS and each Servicer Remittance Date, the immediately preceding calendar month.

Commission: U.S. Securities and Exchange Commission.

Cornerstone Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Cornerstone Home Lending, Inc., Five Oaks and the Trustee.

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.

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, the corporate trust office of the Trustee located at 500 Delaware Avenue, 11th Floor, Wilmington, Delaware 19801, Attention: CSMC Trust 2014-OAK1, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, SPS and the Securities Administrator or the principal corporate trust office of any successor Trustee. With respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services CSMC Trust 2014-OAK1.

Corresponding Class of Certificates, Corresponding REMIC 1 Regular Interest, Corresponding REMIC 2 Regular Interest or Corresponding REMIC 3 Regular Interest: With respect to:

Credit Support Depletion Date: The date on which the aggregate Class Principal Amount of the Subordinate Certificates is or will be reduced to zero.

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

Custodial Accounts: The Collection Account (other than an Escrow Account) established and maintained by SPS pursuant to this Agreement and the Collection Account (other than an Escrow Account) established and maintained by PHH and Shellpoint Mortgage Servicing pursuant to the related Servicing Agreement.

Custodial Agreement: The Custodial Agreement, dated as of December 1, 2014, among the Depositor, the Trustee and Wells Fargo Bank, N.A., as 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 Trustee Mortgage Files and listed on the Mortgage Loan Schedule as the Custodian of such Mortgage Documents and Trustee Mortgage Files. The initial Custodian is Wells Fargo Bank, N.A.

Cut-off Date: December 1, 2014.

DBRS: DBRS, Inc.

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: The meaning specified in Section 2.04.

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.

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan in accordance with the AAR Agreements or Mortgage Loan Purchase and Sale Agreement, as applicable.

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. For purposes of this Agreement, a Mortgage Loan is not considered Delinquent if (i) the timing of a scheduled payment is not clear due to a servicing transfer, or during the 60-day period following a servicing transfer or (ii) such delinquency was caused by an action, inaction, omission or error by the related Servicer or any other servicer of any such Mortgage Loan that resulted in such payment not being timely made or posted.

Demand: As defined in Section 4.04(a).

Depositor: Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation having its principal place of business in New York, or its successors in interest.

Determination Date: With respect to each Distribution Date, the 16th day of the month in which such Distribution Date occurs, or, if such 16th day is not a Business Day, the next succeeding Business Day; provided, however, that with respect to each of PHH and Shellpoint Mortgage Servicing and their Advance obligations pursuant to the related Servicing Agreement, the Determination Date is the date set forth in the related Servicing Agreement.

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

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 Compliance Period: The period ending on the 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.

Distribution Date: The 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in January 2015.

Distribution Date Statement: As defined in Section 4.02.

DLJ: DLJ Mortgage Capital, Inc., a Delaware corporation.

DLJ Mortgage Loans: The Mortgage Loans sold by DLJ to Five Oaks as indicated on the Mortgage Loan Schedule.

Dubuque Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Dubuque Bank and Trust Company, Five Oaks and the Trustee.

Due Date: With respect to any Mortgage Loan, the date on which a Scheduled Payment is due under the related Mortgage Note as indicated in this Agreement and the related Servicing Agreement, exclusive of any days of grace.

Due Period: As to any Distribution Date, the period beginning on the second day of the calendar month preceding the month in which such Distribution Date occurs, and ending on the first day of the calendar month in which such Distribution Date occurs.

EagleBank Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among EagleBank, Five Oaks and the Trustee.

Eligible Account: 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 such lower rating as each Rating Agency shall deem acceptable). Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee or the Paying Agent. If the rating of the short-term or long-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 or in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations, the party holding such account shall obtain a waiver of the rating requirement from the applicable Rating Agency, or the funds on deposit therewith in connection with this transaction shall be transferred to an Eligible Account within 30 days of such downgrade.

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

provided, however, that no instrument or security shall be an 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.

Envoy Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Envoy Mortgage, Ltd., Five Oaks and the Trustee.

Equitable Bank Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among The Equitable Bank, Five Oaks and the Trustee.

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: The Class B-4, Class B-5 and Class R Certificates and any Certificate that does not satisfy the applicable rating requirement under the Underwriter’s Exemption.

Escrow Account: With respect to PHH, as defined in Section 1.01 of the PHH Servicing Agreement. With respect to Shellpoint Mortgage Servicing, as defined in Section 1.01 of the New Penn Servicing Agreement. With respect to SPS, as defined in Section 10.07 of this Agreement.

Escrow Payments: With respect to the Mortgage Loans serviced by SPS, the amounts constituting ground rents, taxes, assessments, water charges, sewer rents, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

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

Everett Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Everett Financial, Inc., Five Oaks and the Trustee.

Exception Report: As defined in the Custodial Agreement.

Exchange: When all or a portion of the Initial Exchangeable Certificates are exchanged for a proportionate portion of each Class of Exchangeable Certificates in the permitted combinations listed on Appendix A or when the Exchangeable Certificates related to an Exchangeable Combination are further designated for exchange for the Initial Exchangeable Certificates in the permitted combinations listed on Appendix A.

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

Exchange Fee: As defined in Section 3.11.

Exchangeable Certificates: Initially, the Class 1-A-2 Certificates and Class 2-X-3 Certificates, in each case, subject to the permitted combination set forth in Appendix A. After the Initial Exchangeable Certificates have been exchanged for the Exchangeable Certificates, the Initial Exchangeable Certificates shall also be considered Exchangeable Certificates.

Exchangeable Combination: Any allowable combination of Certificates set forth on Appendix A.

Expenses: An amount equal to the sum of all related fees (other than the Servicing Fees, the Trustee Fee, the Independent Reviewer Fee and the Master Servicing Fee (including amounts required to be paid by the Master Servicer from the Master Servicing Fee)), charges and other costs, including indemnification amounts, costs incurred by the Trustee in challenging any eminent domain proceedings (to the extent not paid by the directing Certificateholders or reimbursed by the related governmental entity) and costs of arbitration payable or reimbursable to SPS, the Master Servicer, the Securities Administrator, the Independent Reviewer, the Depositor and the Trustee from the Trust Fund under this Agreement, the Servicers (other than SPS) under the related Servicing Agreement and the Custodian under the Custodial Agreement, subject, in the case of the Master Servicer, the Securities Administrator, the Independent Reviewer, the Trustee and the Custodian only, to an aggregate maximum amount of $*** annually (per year from the Closing Date to the first anniversary of the Closing Date and each subsequent anniversary year (such initial year and each such anniversary year, a “Deal Year”) thereafter) to be paid to such parties whether from collections from Pool 1 or Pool 2, collectively, on a pro rata basis, apportioned among the Master Servicer, the Securities Administrator, the Independent Reviewer, the Custodian and the Trustee, in proportion to the aggregate amount of claims received by the Securities Administrator (and up to the amount set forth in (X) below in the case of the Trustee and up to the amount set forth in (Y) below in the case of the Independent Reviewer; provided, however, that if a claim is presented for an amount that, when combined with the amount of prior claims paid during that Deal Year, would exceed $***, then only a portion of such claim will be paid that will make the total amount paid during that Deal Year equal to $*** and the excess remaining unpaid, together with any additional claims received during that Deal Year, will be deferred until the following Deal Year and if the total amount of such deferred claims exceeds $*** then such deferred amounts shall be paid first in such following Deal Year (and each subsequent Deal Year as may be needed until such deferred claims are paid in full) and shall be apportioned among the Master Servicer, the Securities Administrator, the Custodian, the Independent Reviewer and the Trustee, in proportion to the aggregate amount of deferred claims submitted by such entity as of the last day of the prior Deal Year; provided that, (X) in no event will the aggregate amount reimbursable to the Trustee exceed $*** annually (per Deal Year) and (Y) in no event will the aggregate amount reimbursable to the Independent Reviewer exceed $*** annually (per Deal Year).

Fannie Mae: Fannie Mae or any successor thereto.

Farmington: Farmington Bank

Farmington Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Farmington, Five Oaks and the Trustee.

FBC Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among FBC Mortgage, LLC, Five Oaks and the Trustee.

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

Final Certification: A final certification as to each Mortgage Loan, which final certification is delivered to the Trustee and the Depositor by the Custodian in the form annexed to the Custodial Agreement.

Final Recovery Determination: With respect to any defaulted Mortgage Loan serviced by SPS, a determination made by SPS that all Liquidation Proceeds and other payments or recoveries which SPS, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.

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

First Choice Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among First Choice Loan Services Inc., Five Oaks and the Trustee.

First Savings Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among First Savings Mortgage Corporation, Five Oaks and the Trustee.

FirstBank Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among FirstBank, Five Oaks and the Trustee.

Fitch: Fitch Ratings, Inc.

Five Oaks: Five Oaks Acquisition Corp.

Five Oaks MSR Mortgage Loans: The Mortgage Loans for which Five Oaks owns the servicing rights as indicated in the “MSR Owner” field on the Mortgage Loan Schedule.

Freddie Mac: Freddie Mac, or any successor thereto.

Freedom Mortgage Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Freedom Mortgage Corporation, Five Oaks and the Trustee.

FSGBank Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among FSGBank, N.A., Five Oaks and the Trustee.

Gateway Bank Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Gateway Bank F.S.B., Five Oaks and the Trustee.

Gershman Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Gershman Investment Corp. d/b/a Gershman Mortgage d/b/a Midwest Lending, Five Oaks and the Trustee.

Global Certificate: A Rule 144A Global Certificate or a Regulation S Global Certificate, as applicable.

GMFS Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among GMFS, LLC, Five Oaks and the Trustee.

Grantor Trust: As defined in Section 3.10.

Grantor Trust Assets: The REMIC Regular Interest Combinations described in the Preliminary Statement.

Grantor Trust Certificate: Each Class of Regular Certificates issued by the Grantor Trust and representing beneficial ownership of the REMIC Regular Interest Combinations held by such Grantor Trust.

Grantor Trust Provisions: The grantor trust provisions under subpart E, part I of subchapter J of chapter 1 of the Code.

Green Tree Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Green Tree Servicing LLC, Five Oaks and the Trustee.

Guaranteed Rate Agreement Number One: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Guaranteed Rate, Inc., Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Bank of America.

Guaranteed Rate Agreement Number Two: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Guaranteed Rate, Inc., Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from DLJ.

Guaranty Trust Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Guaranty Trust Company, Five Oaks and the Trustee.

Guild Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Guild Mortgage Company, Five Oaks and the Trustee.

HAMP: The Home Affordable Modification Program of the U.S. Treasury (or other similar regulation, protocol or program of the United States federal government) as in effect from time to time during the term of this Agreement.

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 Securities Administrator or the Servicers, 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 Securities Administrator or the Servicers in determining whether any Certificates are registered to an Affiliate of the Master Servicer, the Securities Administrator or the Servicers.

Homes Act: The Helping Families Save Their Homes Act of 2009, as it may be amended from time to time.

HomeStreet Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among HomeStreet Bank, Five Oaks and the Trustee.

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

Impac Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Impac Mortgage Corp., Five Oaks and the Trustee.

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 Reviewer: Any independent reviewer designated by the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding to review any Mortgage Loan that has become 120 days or more Delinquent.

Independent Reviewer Fee: The costs and expenses of any Independent Reviewer for each Mortgage File that it reviews, as reasonably agreed to between the Independent Reviewer and the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding.

Initial Exchangeable Certificates: The Class 1-A-1, Class 1-X-1, Class 2-X-1 and Class 2-X-2 Certificates.

Initial Purchasers: Credit Suisse Securities (USA) LLC and Wells Fargo Securities, 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: Proceeds paid by any Insurance Policy (excluding proceeds required to be applied to the restoration and repair of the related Mortgaged Property or released to the Mortgagor), in each case other than any amount included in such Insurance Proceeds in respect of 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 Class R Certificates) on any Distribution Date, the Current Interest for such Class on such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Shortfalls, which shall be allocated to each Class on a pro rata basis based on the amount of Current Interest payable to each such Class in accordance with Section 5.02.

Interest-Only Certificates: The Class 1-X-1, Class 2-X-1, Class 2-X-2, Class 2-X-3 and Class 2-X-4 Certificates.

Interest Shortfall: As to any Class of Certificates (other than the Class R 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 on prior Distribution Dates.

Interest Transfer Amount: With respect to any Distribution Date and any Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Transfer Amount at the related Mortgage Pool’s Net WAC Rate, plus any shortfall of interest on the Senior Certificates of such Undercollateralized Group from prior Distribution Dates.

IRS: As defined in Section 6.20.

Issuer: CSMC Trust 2014-OAK1.

Item 1123 Certificate: As defined in Section 6.22.

JMAC Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among JMAC Lending, Inc., Five Oaks and the Trustee.

Kinecta Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Kinecta Federal Credit Union, Five Oaks and the Trustee.

Latest Possible Maturity Date: The Distribution Date occurring in November 2054.

Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) as to which, prior to the close of business on the Business Day immediately preceding the Due Date, the applicable Servicer has determined that all recoverable Liquidation Proceeds and Insurance Proceeds have been received.

Liquidation Proceeds: (i) All cash amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property, (ii) amounts received by the Trust Fund from a governmental authority in connection with the acquisition of a Mortgage Loan by eminent domain (to the extent such amounts, with respect to a Mortgage Loan, are less than the outstanding principal balance of the related Mortgage Loan, plus accrued interest) and (iii) any other net proceeds received in connection with the disposition of an REO Property.

Loan-To-Value Ratio: With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage), the numerator of which is the principal balance of the related Mortgage Loan at such date of determination and the denominator of which is (a) in the case of a purchase money loan, the lesser of the selling price of the Mortgaged Property and its Appraised Value determined in an appraisal obtained by the related Originator at origination of such Mortgage Loan, or (b) with respect to the DLJ Mortgage Loans, the BANA Mortgage Loans, the Barclays Mortgage Loans and the Mortgage Loans originated by Farmington, in the case of a Refinancing Mortgage Loan (i) for which the Mortgage Loan Schedule indicates that the related Mortgagor has occupied the related Mortgaged Property for more than 12 months, the Appraised Value of the Mortgaged Property at the time of origination of the Refinancing Mortgage Loan or (ii) for which the Mortgage Loan Schedule indicates that the related Mortgagor has occupied the related Mortgaged Property for less than or equal to 12 months, the lesser of the Appraised Value and the original selling price of the Mortgaged Property, or (c) with respect to the Mortgage Loans other than the DLJ Mortgage Loans, the BANA Mortgage Loans, the Barclays Mortgage Loans and the Mortgage Loans originated by Farmington, in the case of a rate/term Refinancing Mortgage Loan, its Appraised Value determined in an appraisal obtained by the related Originator at origination of such Mortgage Loan or (d) with respect to the Mortgage Loans other than the DLJ Mortgage Loans, the BANA Mortgage Loans, the Barclays Mortgage Loans and the Mortgage Loans originated by Farmington, in the case of a cash out Refinancing Mortgage Loan (i) for which the Mortgage Loan Schedule indicates that the related Mortgagor has occupied the related Mortgaged Property for more than 6 months, the Appraised Value of the Mortgaged Property at the time of origination of the Refinancing Mortgage Loan or (ii) for which the Mortgage Loan Schedule indicates that the related Mortgagor has occupied the related Mortgaged Property for less than or equal to 6 months, the lesser of the Appraised Value and the original selling price of the Mortgaged Property.

LoanDepot.com Agreement Number One: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among loanDepot.com, LLC, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Bank of America.

LoanDepot.com Agreement Number Two: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among loanDepot.com, LLC, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from DLJ.

Lower-Tier REMIC: The meaning specified in Section 11.01(d).

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 Prepayment Interest Shortfalls for such date (to the extent such Prepayment Interest Shortfalls are required to be paid but are not actually paid by the Servicers as a Servicer Compensating Interest Payment or in the case of the Five Oaks MRS Mortgage Loans, required to be remitted by Five Oaks to Shellpoint Mortgage Servicing or PHH, as applicable, but are not actually remitted by Five Oaks).

Master Servicing Fee: With respect to any Distribution Date, an amount equal to the greater of (i) the product of *** of the Master Servicing Fee Rate and the Stated Principal Balance of each Mortgage Loan as of the first day of the related Due Period and (ii) $***. The Master Servicing Fee will be allocated to the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans on each Distribution Date on a pro rata basis, based on the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans as of the first day of the related Due Period.

Master Servicing Fee Rate: ***% per annum; provided, however, if on any Distribution Date the Master Servicing Fee is the minimum amount of $*** 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 the product of $*** and *** by 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.

Mega Capital Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Mega Capital Funding, Inc., Five Oaks and the Trustee.

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 Mortgage Loan registered on the MERS® System 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® System: The system of recording transfers of Mortgages electronically maintained by MERS.

MOM Loan: Any Mortgage Loan serviced by SPS where MERS acts as the Mortgagee of record of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

Moody’s: Moody’s Investors Service, Inc., or any successor in interest.

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.

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 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 and Sale Agreement: The mortgage loan purchase and sale agreement, dated as of December 23, 2014, between the Seller and the Depositor.

Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan, as such schedule may be amended by the Depositor or the Servicers from time to time to reflect the addition of Qualified Substitute Mortgage Loans to, or the deletion of Deleted Mortgage Loans from, the Trust Fund.

Mortgage Network Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Mortgage Network, Inc., Five Oaks and the Trustee.

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.

Mortgage Pool: Either of Pool 1 or Pool 2.

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

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

Mortgagor: The obligor on a Mortgage Note.

Nationstar Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Nationstar Mortgage LLC, Five Oaks and the Trustee.

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, Master Servicing Fees and Trustee Fees and any other accrued and unpaid servicing fees or other fees 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 related Mortgage Rate as of the Due Date in the month preceding the month of such Distribution Date reduced by the Aggregate Expense Rate.

Net Prepayment Interest Shortfall: With respect to any Mortgage Loan and any Distribution Date, the amount by which any Prepayment Interest Shortfall for the related Due Period exceeds the amount of Master Servicer Compensating Interest Payment paid by the Master Servicer and Servicer Compensating Interest Payment paid by the applicable Servicer in respect of such shortfall for such Due Period.

Net WAC Rate: With respect to the Pool 1 Certificates and any Distribution Date, an annual rate equal to the weighted average of the Net Mortgage Rates of the Pool 1 Mortgage Loans (without giving effect to any interest rate modifications occurring after the Cut-off Date) as of the first day of the related Due Period, weighted on the basis of their Stated Principal Balances.

With respect to the Pool 2 Certificates and any Distribution Date, an annual rate equal to the weighted average of the Net Mortgage Rates of the Pool 2 Mortgage Loans (without giving effect to any interest rate modifications occurring after the Cut-off Date) as of the first day of the related Due Period, weighted on the basis of their Stated Principal Balances.

With respect to the Subordinate Certificates (other than REMIC 1 Regular Interests 1-B and 2-B) and any Distribution Date, an annual rate equal to the weighted average (weighted on the basis of the results of subtracting from the Aggregate Stated Principal Balance of the applicable Mortgage Loan pool (without giving effect to any interest rate modifications occurring after the Cut-off Date) as of the first day of the related Due Period, the current aggregate Certificate Principal Balance of the Senior Certificates) of (1) the weighted average of the Net WAC Rate for the Pool 1 Certificates that have principal balances and (2) the weighted average of the Net WAC Rate for the Pool 2 Certificates that have principal balances. For federal income tax purposes, the economic equivalent of such rate shall be expressed as a per annum rate equal to the weighted average of the Net WAC Rate on (a) REMIC 1 Regular Interest 1-B and (b) REMIC 1 Regular Interest 2-B, weighted on the basis of the Uncertificated Balance of REMIC 1 Regular Interest 1-B and REMIC 1 Regular Interest 2-B, respectively.

With respect to the REMIC 1 Regular Interests 1-A-1 and 1-B, and any Distribution Date, an annual rate equal to the weighted average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as of the first day of the related Due Period, weighted on the basis of their Stated Principal Balances.

With respect to the REMIC 1 Regular Interests 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5 and 2-B, and any Distribution Date, an annual rate equal to the weighted average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first day of the related Due Period, weighted on the basis of their Stated Principal Balances.

With respect to the REMIC 2 Regular Interests B-1, B-2, B-3, B-4 and B-5, the weighted average of the Net WAC Rates of the REMIC 1 Regular Interest 1-B and 2-B. With respect to REMIC 2 Regular Interests 1-A-1, 1-X-1, 2-A-1, 2-A-1-X-4, 2-A-2, 2-A-2-X-4, 2-A-3, 2-A-3-X-4, 2-A-4, 2-A-4-X-4, 2-A-5 and 2-A-5-X-4, the Net WAC Rate of the Corresponding REMIC 1 Regular Interest.

With respect to the REMIC 3 Regular Interests, the Net WAC Rate of the Corresponding REMIC 2 Regular Interest.

New American Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Broker Solutions, Inc. d/b/a New American Funding, Five Oaks and the Trustee.

New Penn: New Penn Financial, LLC.

New Penn Reconstitution Agreement: The Reconstitution Agreement, dated as of December 23, 2014, among New Penn, Five Oaks and the Trustee.

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

Non-Exchangeable Certificates: The Class 2-X-4, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates.

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

Nonrecoverable Advance: Any portion of an Advance or Servicing Advance previously made or proposed to be made by the Master Servicer or a Servicer (as certified in an Officer’s Certificate of the Master Servicer or the related Servicer, as applicable), which in the good faith business judgment of such party and in accordance with generally accepted industry practices, is or would not be ultimately recoverable by such party from the related Mortgagor, related Liquidation Proceeds or otherwise.

Non-U.S. Person: As defined in Regulation S under the Securities Act.

Northwest Bank Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Northwest Bank, Five Oaks and the Trustee.

Notional Amount: With respect to an Interest-Only Certificate and any Distribution Date, such Certificate’s Percentage Interest of the Class Notional Amount of such Class of Certificates for such Distribution Date.

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

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

Offering Circular: The offering circular supplement dated December 23, 2014 and the accompanying offering circular dated December 23, 2014, relating to the Class 1-A-1, Class 1-X-1, Class 1-A-2, Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2, Class 2-A-5, Class 2-X-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, together with any supplement thereto.

Officer’s Certificate: (a) With respect to the Depositor, a certificate signed by two Authorized Officers 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 a Servicer or Five Oaks, 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 a Servicer, or any other duly authorized officers or agents of the related Servicer or Five Oaks, as applicable, and in each case delivered to the Trustee, the Securities Administrator or the Master Servicer, as required hereby.

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 qualification of the Grantor Trust as a grantor trust or compliance with the Grantor Trust Provisions.

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:

Original Subordinate Class Principal Amount: The aggregate of the Class Principal Amounts of the Classes of Subordinate Certificates as of the Closing Date.

Originator: Each of Academy Mortgage Corporation, American Neighborhood Mortgage Acceptance Company, AmeriPro Funding, Inc., Amerisave Mortgage Corporation, Banc of California, National Association, d/b/a Banc Home Loans, successor in interest to Pacific Trust Bank, Berkshire Bank, Blue Hills Bank, Broker Solutions, Inc. d/b/a New American Funding, Caliber Home Loans, Inc., Carolina Premier Bank, Carrington Mortgage Services, LLC, Cherry Creek Mortgage Co., Inc., Cobalt Mortgage, Inc., Cornerstone Home Lending, Inc., Dubuque Bank and Trust Company, EagleBank, Envoy Mortgage, Ltd., The Equitable Bank, Everett Financial, Inc., Farmington Bank, FBC Mortgage, LLC, First Choice Loan Services Inc., First Savings Mortgage Corporation, FirstBank, Freedom Mortgage Corporation, FSGBank, N.A., Gateway Bank F.S.B., Gershman Investment Corp. d/b/a Gershman Mortgage d/b/a Midwest Lending, GMFS, LLC, Green Tree Servicing LLC, Guaranteed Rate, Inc., Guaranty Trust Company, Guild Mortgage Company, HomeStreet Bank, Impac Mortgage Corp., JMAC Lending, Inc., Kinecta Federal Credit Union, loanDepot.com, LLC, Mega Capital Funding, Inc., Mortgage Network, Inc., Nationstar Mortgage LLC, Northwest Bank, Pacific Union Financial, LLC, Paramount Residential Mortgage Group, Inc., PHH, PHH Home Loans, LLC, Pinnacle Capital Mortgage Corporation, PMAC Lending Services, Inc., PrimeLending, a PlainsCapital Company, Prosperity Home Mortgage, LLC, Provident Funding Associates, L.P., Quontic Bank, Radius Bank, RMR Financial, LLC, Sierra Pacific Mortgage Company, Inc., Skyline Financial Corp., Stonegate Mortgage Corporation, Universal American Mortgage Company, LLC, Vanguard Funding LLC and Wintrust Mortgage, a division of Barrington Bank & Trust Company, N.A., and any successor thereto.

Outstanding Certificate: With respect to any Grantor Trust Certificate, the Certificate which is currently outstanding pursuant to Section 3.11 hereof; provided, however, that upon any Exchange pursuant to Section 3.11 hereof, the Initial Exchangeable Certificate or Exchangeable Certificate so exchanged shall be deemed no longer to be an Outstanding Certificate, and each new Exchangeable Certificate issued in exchange therefor shall be deemed to be an Outstanding Certificate. On the Closing Date, the Initial Exchangeable Certificates and the Non-Exchangeable Certificates will be the only Grantor Trust Certificates that are Outstanding Certificates.

Overcollateralized Group: On any Distribution Date, if there is an Undercollateralized Group, the Certificate Group which is not an Undercollateralized Group.

Pacific Union Financial Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Pacific Union Financial, LLC, Five Oaks and the Trustee.

Paramount Residential Mortgage Group Agreement Number One: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Paramount Residential Mortgage Group, Inc., Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Bank of America.

Paramount Residential Mortgage Group Agreement Number Two: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Paramount Residential Mortgage Group, Inc., Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Paramount Residential Mortgage Group, Inc.

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

Percentage Interest: With respect to any Certificate, its percentage interest in the undivided beneficial ownership interest in the Trust Fund evidenced by all Certificates of the same Class as such Certificate. With respect to any Certificate, other than an Interest-Only Certificate or the Class R Certificates, the Percentage Interest evidenced thereby shall equal the initial Certificate Principal Amount thereof divided by the initial Class Principal Amount of all Certificates of the same Class. With respect to the Class R Certificates, the Percentage Interest evidenced thereby shall be as specified on the face thereof, or otherwise, be equal to 100%. With respect to an Interest-Only Certificate, the Percentage Interest evidenced thereby shall equal its initial Notional Amount as set forth on the face thereof divided by the initial Class Notional Amount of such Class.

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.

PHH Home Loans Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among PHH Home Loans, LLC, Five Oaks and the Trustee.

PHH Home Loans/RMR Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among RMR Financial, LLC, PHH Home Loans, LLC, Five Oaks and the Trustee.

PHH Mortgage Agreement Number One: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among PHH, Five Oaks and the Trustee, relating to the Mortgage Loans for which Five Oaks owns the servicing rights.

PHH Mortgage Agreement Number Two: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among PHH, Five Oaks and the Trustee, relating to the Mortgage Loans for which PHH owns the servicing rights.

PHH Reconstitution Agreement Number One: The Reconstitution Agreement, dated as of December 23, 2014, among PHH, Five Oaks and the Trustee, relating to the Mortgage Loans for which Five Oaks owns the servicing rights.

PHH Reconstitution Agreement Number Two: The Reconstitution Agreement, dated as of December 23, 2014, among PHH, Five Oaks and the Trustee, relating to the Mortgage Loans for which PHH owns the servicing rights.

Pinnacle Agreement Number One: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Pinnacle Capital Mortgage Corporation, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Bank of America.

Pinnacle Agreement Number Two: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Pinnacle Capital Mortgage Corporation, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from DLJ.

Plan: An employee benefit plan or other retirement arrangement which is subject to Title I 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.

Pool 1: The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 1.

Pool 1 Certificates: Any of the Class 1-A-1, Class 1-X-1 and Class 1-A-2 Certificates.

Pool 2: The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 2.

Pool 2 Certificates: Any of the Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2, Class 2-A-5 and Class 2-X-3 Certificates.

Pool Percentage: With respect to each Mortgage Pool and any date of determination, a fraction, expressed as a percentage, the numerator of which is the Aggregate Stated Principal Balance of the Mortgage Loans in such Mortgage Pool as of such date and the denominator of which is the Aggregate Stated Principal Balance of all of the Mortgage Loans as of such date.

Pool Subordinate Amount: With respect to each Mortgage Pool and any Distribution Date, the excess, if any, of the Aggregate Stated Principal Balance of the Mortgage Loans in such Mortgage Pool as of the first day of the month preceding the month in which such Distribution Date occurs over the sum of the Class Principal Amounts of the Senior Certificates in the related Certificate Group immediately prior to such Distribution Date.

PMAC Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among PMAC Lending Services, Inc., Five Oaks and the Trustee.

Prepayment Interest Excess: As to any Mortgage Loan serviced by SPS or Shellpoint Mortgage Servicing, with respect to each Distribution Date and any Principal Prepayment in full during the portion of the related Prepayment Period occurring from the first day through the fourteenth day (or the fifteenth day in the case of any Mortgage Loan serviced by Shellpoint Mortgage Servicing) of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate (giving effect to any applicable Relief Act Shortfall) on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such Principal Prepayment is so applied; provided that Prepayment Interest Excess shall only exist with respect to any such Mortgage Loan and any Distribution Date if the related Principal Prepayment is deposited by SPS in the related Collection Account pursuant to Section 10.05 hereof or by Shellpoint Mortgage Servicing in the related Collection Account pursuant to the New Penn Servicing Agreement in the same month as such Principal Prepayment is made, to be included with distributions on such Distribution Date.

Prepayment Interest Shortfall: With respect to a Mortgage Loan and any Distribution Date, the amount by which interest paid by the related Mortgagor in connection with a Principal Prepayment on the Mortgage Loan (or, in the case of a Mortgage Loan serviced by SPS or Shellpoint Mortgage Servicing, the portion of the related Prepayment Period occurring in the calendar month preceding the related Distribution Date) is less than one 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: With respect to each Mortgage Loan serviced by SPS and (i) each Distribution Date (other than the January 2015 Distribution Date), the period commencing on the 15 ^th day of the month preceding the month in which the related Distribution Date occurs through the 14 ^th day of the month in which the related Distribution Date occurs and (ii) the January 2015 Distribution Date, the period commencing on December 1, 2014 through January 14, 2015. With respect to each Mortgage Loan serviced by PHH and each Distribution Date, the period commencing on the 2 ^nd day of the month preceding the month in which the related Distribution Date occurs through the 1 ^st day of the month in which the related Distribution Date occurs. With respect to each Mortgage Loan serviced by Shellpoint Mortgage Servicing and (i) each Distribution Date (other than the January 2015 Distribution Date), the 16 ^th day of the month preceding the month in which the related Distribution Date occurs through the 15 ^th day of the month in which the related Distribution Date occurs and (ii) the January 2015 Distribution Date, December 1, 2014 through January 15, 2015.

PrimeLending Agreement Number One: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among PrimeLending, a PlainsCapital Company, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Bank of America.

PrimeLending Agreement Number Two: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among PrimeLending, a PlainsCapital Company, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from DLJ.

Principal Distribution Amount: With respect to any Mortgage Pool and any Distribution Date, the sum of (a) the principal portion of each Scheduled Payment on the related Mortgage Loans (before taking into account any Deficient Valuations or Debt Service Reductions) due on the related Due Date, whether or not received, (b) the principal portion of each Principal Prepayment on the related Mortgage Loans made by a Mortgagor in the related Mortgage Pool during the related Prepayment Period; (c) the principal portion of each other unscheduled collection on the related Mortgage Loans, including any Subsequent Recoveries, Insurance Proceeds, proceeds received from a governmental authority in connection with any purchase of a related 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 related Mortgage Loan that became a Liquidated Mortgage Loan during the related Prepayment Period) received during the related Prepayment Period; (d) that portion of the Repurchase Price representing principal of any Mortgage Loans in the related Mortgage Pool repurchased by an Originator or the Seller due to a breach of a representation and warranty with respect to such Mortgage Loan or by an Originator pursuant to an early payment default provision in the related AAR Agreement, in each case to the extent received during the related Prepayment Period; (e) the principal portion of any Substitution Amount with respect to any Mortgage Loan in such Mortgage Pool received during the related Prepayment Period; and (f) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Article VII hereof, that portion of the Clean-up Call Price in respect of principal for Mortgage Loans in such Mortgage Pool.

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, if any, that has been deferred and that does not accrue interest.

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 and that is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Transfer Amount: For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Amount of the Senior Certificates related to such Undercollateralized Group prior to any distributions of principal, allocations of Realized Losses, writeups due to Subsequent Recoveries or allocations of Certificate Writedown Amounts on such Distribution Date over the Aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool for such Distribution Date.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

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

Prosperity Mortgage Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Prosperity Home Mortgage, LLC, Five Oaks and the Trustee.

Provident Funding Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Provident Funding Associates, L.P., Five Oaks and the Trustee.

Qualified Appraiser: With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or Freddie Mac (including but not limited to the Appraiser Independence Requirements) and Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

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 an Originator or the Seller, as applicable, for a Deleted Mortgage Loan in accordance with an AAR Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable, 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 mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall will be paid by the Originator or the Seller, as applicable, and distributed to Trust Fund in the month of substitution), (b) have a Mortgage Rate not less than, and not more than one percentage point greater than, the Mortgage Rate of the Deleted Mortgage Loan, (c) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (d) have a Loan-to-Value Ratio at origination no greater than that of the Deleted Mortgage Loan and (e) comply as of the date of substitution with each representation and warranty relating to the Mortgage Loans set forth in the applicable AAR Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable.

Quontic Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Quontic Bank, Five Oaks and the Trustee.

Radius Bank Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Radius Bank, Five Oaks and the Trustee.

Rapid Prepayment Conditions: As to any Distribution Date, if (1) the Aggregate Subordinate Percentage on such date is less than the Aggregate Subordinate Percentage on the Closing Date; or (2) the outstanding Stated Principal Balance of the Mortgage Loans in any Mortgage Pool that are 60 days or more Delinquent (including such Mortgage Loans in foreclosure, REO Property or bankruptcy status) and any Mortgage Loan in Pool 1 or Pool 2 subject to a Servicing Modification within the 12 months prior to that Distribution Date (averaged over the preceding six month period), as a percentage of the Pool Subordinate Amount of such Mortgage Pool, is greater than or equal to 50%.

Rating Agency: DBRS and S&P, each of which satisfy the conditions described in Section III. X of PTE 2013-08.

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 Rule 17g-5 under the Exchange Act.

Realized Loss: (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 borrower 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;

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: As to any Distribution Date, the last Business Day of the month preceding the month of such Distribution Date.

Refinancing Mortgage Loan: Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

Regular Certificates: All Classes of Certificates other than the Class R Certificates.

Regular Interest: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

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: Regulation S, as amended, under the Securities Act.

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 related Servicing Agreement and Exhibit J 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.

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

REMIC 1: The segregated pool of assets subject hereto 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 Trustee 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 Collection Account and the Distribution Account and such assets that are deposited therein from time to time and any investments thereof.

REMIC 1 Regular Interests: As defined in the Preliminary Statement.

REMIC 2: The segregated pool of assets subject hereto and to be administered hereunder, with respect to which a REMIC election is to be made consisting of: (i) the REMIC 1 Regular Interests and (ii) the Collection Account and the Distribution Account and such assets that are deposited therein from time to time and any investments thereof to the extent attributable to the REMIC 1 Regular Interests.

REMIC 2 Regular Interests: As defined in the Preliminary Statement.

REMIC 3: The segregated pool of assets subject hereto and to be administered hereunder, with respect to which a REMIC election is to be made consisting of: (i) the REMIC 2 Regular Interests and (ii) the Collection Account and the Distribution Account and such assets that are deposited therein from time to time and any investments thereof to the extent attributable to the REMIC 2 Regular Interests.

REMIC 3 Regular Interests: As defined in the Preliminary Statement.

REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC Regular Interests: The REMIC 1 Regular Interests, the REMIC 2 Regular Interests and/or the REMIC 3 Regular Interests, as the context may require.

REMIC Regular Interest Combinations: Combinations of Uncertificated REMIC Regular Interests corresponding to the Initial Exchangeable Certificates, the Non-Exchangeable Certificates and the Exchangeable Certificates and identified as such in the Preliminary Statement.

Remittance Report: With respect to the Mortgage Loans serviced by SPS, a monthly remittance advice in written or electronic format relating to the most recently-completed Collection Period in the form of Exhibit F to the this Agreement or in such other form mutually agreed to in writing between SPS, the Master Servicer, the Securities Administrator and the Trustee.

REO Property: A Mortgaged Property acquired by the Trust Fund 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 and the applicable Originator, the “Repurchase Price” as defined in the applicable AAR Agreement or in the case of the Seller, the “Repurchase Price” as defined in the Mortgage Loan Purchase and Sale Agreement.

Residual Certificates: The Class 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.

RMR Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among RMR Financial, LLC, Five Oaks and the Trustee.

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.

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

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

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.

S&P: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor in interest.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified in this Agreement or the related 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.

Section 404 Notice: The notice required under Section 404 of the Homes Act.

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.

Seller: Five Oaks.

Senior Certificate: Any one of the Class 1-A-1, Class 1-X-1, Class 1-A-2, Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2, Class 2-A-5 and Class 2-X-3 Certificates, as applicable.

Senior Percentage: With respect to each Distribution Date and (i) Pool 1, the percentage equivalent of a fraction, the numerator of which is the Class Principal Amount of the Class 1-A-1 Certificates prior to any distributions of principal, allocations of Realized Losses, writeups due to Subsequent Recoveries or allocations of Certificate Writedown Amounts on such Distribution Date, and the denominator of which is the Aggregate Stated Principal Balance of the Mortgage Loans in Pool 1 as of the preceding Distribution Date and (ii) Pool 2, the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Amount of the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates prior to any distributions of principal, allocations of Realized Losses, writeups due to Subsequent Recoveries or allocations of Certificate Writedown Amounts on such Distribution Date, and the denominator of which is the Aggregate Stated Principal Balance of the Mortgage Loans in Pool 2 as of the preceding Distribution Date. The initial Senior Percentage for Pool 1 will be approximately 91.55%.The initial Senior Percentage for Pool 2 will be approximately 91.55%.

Senior Prepayment Percentage: With respect to any Mortgage Pool and any Distribution Date occurring before the Distribution Date in January 2020, 100%. Except as provided herein, the Senior Prepayment Percentage for either Mortgage Pool and any Distribution Date occurring in or after January 2020 shall be as follows:

(i)        in or after January 2020 to and including December 2020, the related Senior Percentage plus 70% of the related Subordinate Percentage for that Distribution Date;

(ii)        in or after January 2021 to and including December 2021, the related Senior Percentage plus 60% of the related Subordinate Percentage for that Distribution Date;

(iii)        in or after January 2022 to and including December 2022, the related Senior Percentage plus 40% of the related Subordinate Percentage for that Distribution Date;

(iv)        in or after January 2023 to and including December 2023, the related Senior Percentage plus 20% of the related Subordinate Percentage for that Distribution Date; and

(v)        in or after January 2024, the related Senior Percentage for that Distribution Date;

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

If on any Distribution Date the allocation to the Senior Certificates in the related Certificate Group then entitled to distributions of principal of Principal Prepayments and other amounts in the percentage required above would reduce the aggregate Class Principal Amount of the Senior Certificates in the related Certificate Group to below zero, the related Senior Prepayment Percentage of those amounts for such Distribution Date shall be limited to the percentage necessary to reduce such Class Principal Amounts of those Certificates to zero.

Senior Principal Distribution Amount: With respect to each Mortgage Pool and any Distribution Date, the sum of:

minus

plus the sum of:

provided, however, that

Servicer: SPS, PHH and Shellpoint Mortgage Servicing, as applicable, or any successor in interest.

Servicer Compensating Interest Payment: As to any Distribution Date and PHH, the lesser of (1) the aggregate Servicing Fee for PHH for such Distribution Date and (2) any Prepayment Interest Shortfalls with respect to any Mortgage Loans serviced by PHH for such date. As to any Distribution Date and SPS, the lesser of (1) the SPS Compensating Interest Cap and (2) any Prepayment Interest Shortfalls with respect to any Mortgage Loans serviced by SPS for such date. As to any Distribution Date and Shellpoint Mortgage Servicing, the lesser of (1) the Shellpoint Mortgage Servicing Compensating Interest Cap and (2) any Prepayment Interest Shortfalls with respect to any Mortgage Loans serviced by Shellpoint Mortgage Servicing for such date. In the case of the Five Oaks MSR Mortgage Loans serviced by PHH and Shellpoint Mortgage Servicing any required Servicer Compensating Interest Payment shall be remitted by Five Oaks to PHH and Shellpoint Mortgage Servicing, as applicable, pursuant to the related Servicing Agreement and remitted by the related Servicer to the extent received from Five Oaks.

Servicer Remittance Date: The 18th day of each calendar month or, if such 18th day is not a Business Day, the next succeeding Business Day, commencing in January 2015.

Servicing Advances: With respect to PHH and Shellpoint Mortgage Servicing, as defined in the related Servicing Agreement. With respect to SPS, all customary, reasonable and necessary “out-of-pocket” costs and expenses incurred by SPS in the performance of its servicing obligations hereunder, including, but not limited to, the cost of (a) preservation, inspection, restoration, protection and repair of a Mortgaged Property, including without limitation advances in respect of prior liens, real estate taxes and assessments, (b) any collection, enforcement or judicial proceedings, including without limitation foreclosures, collections and liquidations, (c) obtaining any legal documentation required to be included in the servicing file and/or correcting any outstanding title issues ( i.e. , any lien or encumbrance on the Mortgaged Property that prevents the effective enforcement of the intended lien position) reasonably necessary for SPS to perform its obligations hereunder, (d) in the case of a default on a Mortgage Loan, executing and recording instruments of satisfaction, deeds of reconveyance or assignments of mortgage to the extent not recovered from the related mortgagor, (e) third party borrower counseling fees, (f) expenses of sales of Mortgage Loans, (g) in the case of a default on a Mortgage Loan, fees and expenses incurred in connection with refinancings or short refinancings of Mortgage Loans, (h) fees and expenses incurred in maintaining, repairing, marketing, selling and liquidating any REO Property and (i) expenses incurred in connection with defending against ability-to-repay claims by the related Mortgagor.

Servicing Agreement: Any of the New Penn Reconstitution Agreement, PHH Reconstitution Agreement Number One and PHH Reconstitution Agreement Number Two, as applicable.

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 Fee: As to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) *** of the applicable Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period.

Servicing Fee Rate: With respect to (i) Shellpoint Mortgage Servicing and each Mortgage Loan, a per annum rate equal to ***%; provided, however, that such fee will be allocated between Shellpoint Mortgage Servicing and Five Oaks pursuant to an agreement between Shellpoint Mortgage Servicing and Five Oaks, (ii) PHH and each Mortgage Loan, a per annum rate equal to ***%; provided, however, that with respect to the Five Oaks MSR Mortgage Loans serviced by PHH such fee will be allocated between PHH and Five Oaks pursuant to an agreement between PHH and Five Oaks and (iii) SPS and each Mortgage Loan, a per annum rate equal to *** %; provided, however, that such fee will be allocated between SPS and Five Oaks pursuant to an agreement between SPS and Five Oaks; provided that, notwithstanding the foregoing, any increase in the Mortgage Rate for any Mortgage Loan due to termination of an automatic debit or direct deposit account shall not exceed 1%, or, in each case, such other rate as may be agreed to by the Master Servicer pursuant to Section 9.01(b) of this Agreement.

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, which are held in trust for the Trust Fund by SPS.

Servicing Modification: Any reduction of the Mortgage Rate 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 of such Mortgage Loan, default is reasonably foreseeable in accordance with this Agreement or the related Servicing Agreement.

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

Servicing Rights: With respect to the Mortgage Loans serviced by SPS, the right to appoint a servicer for such Mortgage Loans under this Agreement or any successor servicing agreement governing the servicing of those Mortgage Loans, the right to terminate SPS as servicer without cause and the right to designate a successor servicer in the event of the termination of the appointed servicer subject to the terms of this Agreement or any subsequent servicing agreement relating to such Mortgage Loans. On the Closing Date, Five Oaks is the owner of the Servicing Rights for the Mortgage Loans serviced by SPS.

Servicing Transfer Costs: Any reasonable and customary costs of the Master Servicer or other successor Servicer incurred in connection with 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 other 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 other successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or other successor Servicer, as applicable, to service the Mortgage Loans properly and effectively.

Shellpoint Mortgage Servicing: New Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing or its successor in interest.

Shellpoint Mortgage Servicing Compensating Interest Cap: With respect to any Distribution Date and the Mortgage Loans serviced by Shellpoint Mortgage Servicing, the product of (x) a fraction, the numerator of which is one and the denominator of which is two and (y) the aggregate amount of Shellpoint Mortgage Servicing’s Servicing Fees for such Distribution Date.

Sierra Pacific Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Sierra Pacific Mortgage Company, Inc., Five Oaks and the Trustee.

Skyline Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Skyline Financial Corp., Five Oaks and the Trustee.

Sponsor: Five Oaks Acquisition Corp., a Delaware corporation.

SPS Compensating Interest Cap: With respect to any Distribution Date and the Mortgage Loans serviced by SPS, the product of (x) a fraction, the numerator of which is one and the denominator of which is two and (y) the aggregate amount of SPS’s Servicing Fees for such Distribution Date.

SPS Event of Default: With respect to SPS, any one of the events enumerated in Section 10.34.

Stated Principal Balance: As to any Mortgage Loan and date of determination, the unpaid principal balance of such 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 such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous Servicing Modification, Principal Prepayments and related Liquidation Proceeds allocable to principal and to the payment of principal due on such Due Date (but not unscheduled Principal Prepayments received 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 related Prepayment Period shall be zero.

Step-Down Test: As to any Distribution Date, the test will be satisfied if both of the following conditions are met:

First, the aggregate outstanding principal balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in foreclosure, REO Property or bankruptcy status) and Mortgage Loans subject to a Servicing Modification within the twelve months prior to that Distribution Date (that have not otherwise been included in this clause First), averaged over the preceding six month period, as a percentage of the aggregate Class Principal Amount of the Subordinate Certificates on such Distribution Date (without giving effect to any payments on such Distribution Date), does not equal or exceed 50%; and

Second, cumulative Realized Losses with respect to the Mortgage Loans do not exceed (a) with respect to each Distribution Date occurring in the period from January 2020 to and including December 2020, 20% of the Original Subordinate Class Principal Amount, (b) with respect to each Distribution Date occurring in the period from January 2021 to and including December 2021, 25% of the Original Subordinate Class Principal Amount, (c) with respect to each Distribution Date occurring in the period from January 2022 to and including December 2022, 30% of the Original Subordinate Class Principal Amount, (d) with respect to each Distribution Date in the period from January 2023 to and including December 2023, 35% of the Original Subordinate Class Principal Amount and (e) with respect to the Distribution Date occurring in January 2024 and thereafter, 40% of the Original Subordinate Class Principal Amount.

Stonegate Agreement Number One: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Stonegate Mortgage Corporation, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Bank of America.

Stonegate Agreement Number Two: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Stonegate Mortgage Corporation, Five Oaks and the Trustee, relating to the Mortgage Loans purchased by Five Oaks from Barclays.

Subordinate Certificate: Any of the Class B-1, Class B-2, Class B-3, Class B-4 or Class B-5 Certificates.

Subordinate Class Percentage: As to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the Class Principal Amount of such Class on such date, and the denominator of which is the aggregate of the Class Principal Amounts of all Classes of Subordinate Certificates on such date.

Subordinate Percentage: With respect to any Distribution Date and a Mortgage Pool, the excess, if any, of 100% over the related Senior Percentage for such Distribution Date. The initial Subordinate Percentage for Pool 1 shall be 8.45% and the initial Subordinate Percentage for Pool 2 shall be 8.45%.

Subordinate Prepayment Percentage: With respect to any Distribution Date and any Mortgage Pool, the excess, if any, of 100% over the related Senior Prepayment Percentage for that Distribution Date.

Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Mortgage Pool, an amount equal to the sum of:

(1)        the related Subordinate Percentage of all amounts described in clause (a) of the definition of “Principal Distribution Amount” for that Distribution Date and Mortgage Pool;

(2)        the related Subordinate Prepayment Percentage of all amounts described in clauses (b), (c), (d), (e) and (f) of the definition of “Principal Distribution Amount” for that Distribution Date and Mortgage Pool; and

(3)        with respect to each Mortgage Loan in the related Mortgage Pool that became a Liquidated Mortgage Loan during the related Prepayment Period, the amount of the Net Liquidation Proceeds allocated to principal received with respect thereto remaining after application thereof pursuant to clause (3) of the definition of “Senior Principal Distribution Amount” for that Distribution Date; and

(4)        any amounts described in clauses (1) through (3) for any previous Distribution Date that remain unpaid;

minus

(5)        any Capitalization Reimbursement Amounts and any Servicing Advances reimbursed to a Servicer at the time of a Servicing Modification that were incurred in connection with defending against an ability-to-repay claim by the Mortgagor with respect to the related Mortgage Pool;

Minus the sum of:

(1)        the amount of principal distributions made to the related Senior Certificates pursuant to Section 5.02(e); and

(2)        the amount of principal distributions made to the related Senior Certificates pursuant to Section 5.02(f).

Notwithstanding the above, with respect to any Class of Subordinate Certificates (other than the lowest numerical Class of Subordinate Certificates outstanding), if on any Distribution Date the sum of the Class Subordination Percentage of such Class and the aggregate Class Subordinate Percentages of all Classes of Subordinate Certificates which have higher numerical Class designations than that Class is less than the Original Applicable Credit Support Percentage for that Class, no distribution of principal will be made to any such Classes on that Distribution Date. Instead, the Subordinate Principal Distribution Amounts on that Distribution Date will be allocated among the more senior Classes of Subordinate Certificates, pro rata, based on their respective Class Principal Amounts.

Notwithstanding the above, with respect to each Class of Subordinate Certificates (other than the lowest numerical Class of Subordinate Certificates outstanding), if on any Distribution Date the Class Principal Amount of that Class and the aggregate of the Class Principal Amounts of all Classes of Subordinate Certificates that have a lower payment priority than that Class is reduced to less than or equal to 1.60% of the Stated Principal Balance of the Mortgage Loans as of the Closing Date, the portion of each Subordinate Principal Distribution Amount otherwise distributable 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 Class Principal Amounts, and any remaining Subordinate Principal Distribution Amount will be included in the Senior Principal Distribution Amount for the related Certificate Group (based on such Certificate Group’s pro rata share of the aggregate Senior Principal Distribution Amount) for such Distribution Date.

In addition, until the aggregate Class Principal Amount of each of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, assuming, for purposes of this calculation, that no Exchanges have occurred, is reduced to zero, if on any Distribution Date, the Aggregate Subordinate Percentage for such Distribution Date is less than 8.45%, the Senior Principal Distribution Amount for each Certificate Group for such Distribution Date will include all principal collections on the Mortgage Loans in the related Mortgage Pool distributable on that Distribution Date, and the Subordinate Principal Distribution Amounts will be zero.

If on any Distribution Date the aggregate of the Class Principal Amounts of the Subordinate Certificates is less than or equal to 1.60% of the Stated Principal Balance of the Mortgage Loans as of the Closing Date, the Senior Principal Distribution Amounts for such Distribution Date and each succeeding Distribution Date will include all principal collections on the Mortgage Loans in the related Mortgage Pool on that Distribution Date, and the Subordinate Principal Distribution Amounts will be zero, until the aggregate Class Principal Amount of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates is reduced to zero, assuming for purposes of this calculation, that no Exchanges have occurred, then all principal collections on the related Mortgage Loans distributable on that Distribution Date will be paid to the Subordinate Certificates then outstanding, sequentially in order of payment priority, until the Class Principal Amount of each such Certificate is reduced to zero.

Subsequent Recovery: Any amount recovered by a Servicer (i) with respect to a Liquidated Mortgage Loan (after reimbursement of any unreimbursed Advances or expenses relating to such Liquidated Mortgage Loan as well as any other previously Liquidated Mortgage Loans) with respect to which a Realized Loss was incurred after the liquidation or disposition of such Mortgage Loan or (ii) as a Principal Forbearance Amount.

Subservicer: Any Person that services Mortgage Loans on behalf of SPS or any subservicer and is responsible for the performance (whether directly or through subservicers) of all or substantially all of the material servicing functions required to be performed by SPS under this Agreement.

Sub-Servicing Agreement: A written contract between SPS and a Subservicer relating to servicing and administration of certain Mortgage Loans as provided in Section 10.24 hereof, as amended or supplemented from time to time.

Substitution Amount: For any month in which an Originator or the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans pursuant to the related AAR Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable, the amount by which the aggregate Repurchase Price of all such Deleted Mortgage Loans exceeds the Aggregate Stated Principal Balance of the Qualified Substitute Mortgage Loans, together with one month's interest at the applicable Net Mortgage Rate.

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.

Trust Fund: As defined in Section 2.01 herein.

Trustee: Christiana Trust, a division of Wilmington Savings Fund Society, FSB, 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 any Distribution Date, an amount equal to the greater of (i) the product of *** of the Trustee Fee Rate and the Stated Principal Balance of each Mortgage Loan as of the first day of the related Due Period and (ii) $***. The Trustee Fee will be allocated to the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans on each Distribution Date on a pro rata basis, based on the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans as of the first day of the related Due Period.

Trustee Fee Rate: ***% per annum; provided, however, if on any Distribution Date the Trustee Fee is the minimum amount of $*** pursuant to clause (ii) of the definition of “Trustee Fee”, the Trustee Fee Rate will be calculated as a per annum rate by dividing the product of $*** and *** by the Aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the related Due Period.

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

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

Uncertificated Accrued Interest: With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated Interest Rate on the Uncertificated Class Principal Amount (or Uncertificated Class Notional Amount as the context requires) of such REMIC Regular Interest immediately prior to such Distribution Date.

Uncertificated Class Notional Amount: With respect to (i) REMIC 2 Regular Interest 1-X-1, an amount equal to the Uncertificated Class Principal Amount of REMIC 1 Regular Interest 1-A-1, (ii) REMIC 2 Regular Interest 2-A-1-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 1 Regular Interest 2-A-1, (iii) REMIC 2 Regular Interest 2-A-2-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 1 Regular Interest 2-A-2, (iv) REMIC 2 Regular Interest 2-A-3-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 1 Regular Interest 2-A-3, (v) REMIC 2 Regular Interest 2-A-4-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 1 Regular Interest 2-A-4, (vi) REMIC 2 Regular Interest 2-A-5-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 1 Regular Interest 2-A-5, (vii) REMIC 3 Regular Interest 1-X-1, an amount equal to the Uncertificated Class Principal Amount of REMIC 2 Regular Interest 1-A-1, (viii) REMIC 3 Regular Interest 2-X-1 and REMIC 3 Regular Interest 2-A-1-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 2 Regular Interest 2-A-1, (ix) REMIC 3 Regular Interest 2-A-2-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 2 Regular Interest 2-A-2, (x) REMIC 3 Regular Interest 2-A-3-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 2 Regular Interest 2-A-3, (xi) REMIC 3 Regular Interest 2-X-2 and REMIC 3 Regular Interest 2-A-4-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 2 Regular Interest 2-A-4, and (xii) REMIC 3 Regular Interest 2-A-5-X-4, an amount equal to the Uncertificated Class Principal Amount of REMIC 2 Regular Interest 2-A-5.

Uncertificated Class Principal Amount: With respect to each REMIC Regular Interest, the initial Uncertificated Class Principal Amount as shown or described in the table set forth in the Preliminary Statement to this Agreement for the REMIC Regular Interest, as reduced by principal distributed with respect to such REMIC Regular Interest and Realized Losses or Certificate Writedown Amounts allocated to such REMIC Regular Interest at the date of determination. The Uncertificated Class Principal Amount of each REMIC Regular Interest that has an Uncertificated Class Principal Amount shall never be less than zero.

Uncertificated Interest Rate: The Uncertificated REMIC 1 Interest Rate, the Uncertificated REMIC 2 Interest Rate, and/or the Uncertificated REMIC 3 Interest Rate, as the context requires.

Uncertificated REMIC 1 Interest Rate: With respect to each REMIC 1 Regular Interest 1-A-1 and REMIC 1 Regular Interest 1-B and any Distribution Date, the Net WAC Rate for Pool 1 for that Distribution Date. With respect to each REMIC 1 Regular Interest 2-A-1, REMIC 1 Regular Interest 2-A-2, REMIC 1 Regular Interest 2-A-3, REMIC 1 Regular Interest 2-A-4, REMIC 1 Regular Interest 2-A-5 and REMIC 1 Regular Interest 2-B and any Distribution Date, the Net WAC Rate for Pool 2 for that Distribution Date.

Uncertificated REMIC 2 Interest Rate: With respect to (i) REMIC 2 Regular Interest B-1, REMIC 2 Regular Interest B-2, REMIC 2 Regular Interest B-3, REMIC 2 Regular Interest B-4 and REMIC 2 Regular Interest B-5 and any Distribution Date, the Net WAC Rate for that Distribution Date, (ii) REMIC 2 Regular Interest 1-A-1, the lesser of 3.00% per annum and the Net WAC Rate for that Distribution Date, (iii) REMIC 2 Regular Interest 1-X-1, an amount equal to the excess (if any) of the Uncertificated REMIC 1 Interest Rate of REMIC 1 Regular Interest 1-A-1 over the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 1-A-1, (iv) REMIC 2 Regular Interest 2-A-1, REMIC 2 Regular Interest 2-A-2, REMIC 2 Regular Interest 2-A-3, REMIC 2 Regular Interest 2-A-4 and REMIC 2 Regular Interest 2-A-5, the lesser of 3.50% per annum and the Net WAC Rate for that Distribution Date, (v) REMIC 2 Regular Interest 2-A-1-X-4, an amount equal to the excess (if any) of the Uncertificated REMIC 1 Interest Rate of REMIC 1 Regular Interest 2-A-1 over the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 2-A-1, (vi) REMIC 2 Regular Interest 2-A-2-X-4, an amount equal to the excess (if any) of the Uncertificated REMIC 1 Interest Rate of REMIC 1 Regular Interest 2-A-2 over the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 2-A-2, (vii) REMIC 2 Regular Interest 2-A-3-X-4, an amount equal to the excess (if any) of the Uncertificated REMIC 1 Interest Rate of REMIC 1 Regular Interest 2-A-3 over the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 2-A-3, (viii) REMIC 2 Regular Interest 2-A-4-X-4, an amount equal to the excess (if any) of the Uncertificated REMIC 1 Interest Rate of REMIC 1 Regular Interest 2-A-4 over the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 2-A-4, and (ix) REMIC 2 Regular Interest 2-A-5-X-4, an amount equal to the excess (if any) of the Uncertificated REMIC 1 Interest Rate of REMIC 1 Regular Interest 2-A-5 over the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 2-A-5.

Uncertificated REMIC 3 Interest Rate: With respect to (i) REMIC 3 Regular Interest B-1, REMIC 3 Regular Interest B-2, REMIC 3 Regular Interest B-3, REMIC 3 Regular Interest B-4 and REMIC 3 Regular Interest B-5 and any Distribution Date, the Net WAC Rate for that Distribution Date, (ii) REMIC 3 Regular Interest 1-A-1, REMIC 3 Regular Interest 1-X-1, REMIC 3 Regular Interest 2-A-1-X-4, REMIC 3 Regular Interest 2-A-2, REMIC 3 Regular Interest 2-A-2-X-4, REMIC 3 Regular Interest 2-A-3, REMIC 3 Regular Interest 2-A-3-X-4, REMIC 3 Regular Interest 2-A-4-X-4, REMIC 3 Regular Interest 2-A-5 and REMIC 3 Regular Interest 2-A-5-X-4, an amount equal to 100% of the amount distributed on the Corresponding REMIC 2 Regular Interest, (iii) REMIC 3 Regular Interest 2-X-1, an amount equal to the excess (if any) of the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 2-A-1 over the Uncertificated REMIC 3 Interest Rate of REMIC 3 Regular Interest 2-A-1, (iv) REMIC 3 Regular Interest 2-X-2, an amount equal to the excess (if any) of the Uncertificated REMIC 2 Interest Rate of REMIC 2 Regular Interest 2-A-4 over the Uncertificated REMIC 3 Interest Rate of REMIC 3 Regular Interest 2-A-4, (v) REMIC 3 Regular Interest 2-A-1, the lesser of 3.00% per annum and the Net WAC Rate for that Distribution Date, and (vi) REMIC 3 Regular Interest 2-A-4, the lesser of 3.00% per annum and the Net WAC Rate for that Distribution Date.

Undercollateralized Group: If, on any Distribution Date, the aggregate Class Principal Amount of the Pool 1 Certificates or the Pool 2 Certificates is greater than the Aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool prior to any distributions of principal, allocations of Realized Losses, writeups due to Subsequent Recoveries or Certificate Writedown Amounts on such Distribution Date, such classes of Certificates shall be the Undercollateralized Group.

Underwriter’s Exemption: Prohibited Transaction Exemption (“PTE”) 89-90 (58 Fed. Reg. 52899 (1990)), as amended and restated by PTE 2013-08 (78 Fed. Reg. 41,090 (July 9, 2013)) and as amended from time to time or any substantially similar administrative exemption granted by the U.S. Department of Labor to the Initial Purchasers.

Universal American Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Universal American Mortgage Company, LLC, Five Oaks and the Trustee.

U.S. Person: As defined in Regulation S under the Securities Act.

Vanguard Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Vanguard Funding LLC, Five Oaks and the Trustee.

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, 96.00% of all Voting Interests shall be allocated to the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, in proportion to their respective outstanding Class Principal Amounts. At all times during the term of this Agreement, 1.00% of all Voting Interests shall be allocated to each of the Class 1-X-1, Class 2-X-1, Class 2-X-2 and Class 2-X-4 Certificates. Voting Interests shall be allocated among the Certificates of each Class based on their Percentage Interests and no Certificate with a principal amount equal to zero will have any voting rights. The Class R Certificates shall not have any voting rights. In the event that all or a portion of a combination of classes of Initial Exchangeable Certificates is exchanged for a proportionate portion of a class of Exchangeable Certificates, the Exchangeable Certificates will be entitled to a proportionate share of the voting interests allocated to such Classes of Initial Exchangeable Certificates.

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

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

Wintrust Agreement: The Assignment, Assumption and Recognition Agreement, dated as of December 23, 2014, among Wintrust Mortgage, a division of Barrington Bank & Trust Company, N.A., Five Oaks and the Trustee.

Section 1.02        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 the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the Securities Administrator as supplied to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or any Servicer, including without limitation information from any Servicer regarding the amount of its Servicing Fees.

Article II

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

Section 2.01        Creation and Declaration of Trust Fund; 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, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans (excluding the servicing rights), including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received 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; (ii) all of the Depositor’s right, 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) all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties; together with (vii) the rights of the Trustee (on behalf of the Certificateholders) under the AAR Agreements and the Servicing Agreements and all proceeds of the foregoing (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 Holders of the Certificates 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(a).

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 of any obligation of the Depositor, the Seller 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 Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee 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 AAR Agreements, the Servicing Agreements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator, SPS and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the AAR Agreements, the Servicing Agreements and the Custodial Agreement solely in its capacity as Trustee and not in its individual capacity.

In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor 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 Trustee Mortgage Files.

(a)          The Trustee, by execution and delivery hereof and the below-referenced delivery to the Trustee of the Certification and Exception Report, acknowledges receipt by it (or by the Custodian on its behalf) of the Trustee Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof by the Custodian on behalf of the Trustee in accordance with Sections 4 and 6 of the Custodial Agreement and the exceptions set forth on the Exception Report. The Custodian, on behalf of the Trustee, will execute and deliver to the Trustee, the Seller, the Master Servicer and the Depositor a Certification and Exception Report on the Closing Date in the forms required by the Custodial Agreement.

(b)          Within 270 days after the Closing Date, the Custodian, on behalf of the Trustee, will, for the benefit of Holders of the Certificates, review each related Trustee 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 and 6 of the Custodial Agreement.

(c)          Nothing in this Agreement shall be construed to constitute an assumption by the 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 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 Servicing Agreements and the Mortgage Loan Purchase and Sale Agreement.

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

(i)          the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate 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 corporate 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 incorporation or bylaws 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, SPS 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;

(vi)          immediately prior to the transfer and assignment of the Mortgage Loans 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, and (3) 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)          This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor;

(viii)          The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC;

(ix)          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;

(x)          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

(xi)          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.

(a)          Pursuant to the Mortgage Loan Purchase and Sale Agreement, the Seller has represented and warranted as of the Closing Date that, immediately prior to its transfer of the Mortgage Loans under the Mortgage Loan Purchase and Sale Agreement, the Seller owned and had good, valid and marketable title to the Mortgage Loans free and clear of all liens, mortgages, deeds of trust, pledges, security interests, charges, encumbrances or other claims and each of the Depositor and the Trustee intend that the Mortgage Loans (including any Qualified Substitute Mortgage Loans) included in the Trust Fund satisfy such representation and warranty. In addition, pursuant to the Mortgage Loan Purchase and Sale Agreement, the Seller represented and warranted to the Depositor that the Seller is obligated to cure, repurchase or substitute for any Mortgage Loan as to which there has been an uncured breach of a representation or warranty restated by an Originator to the Trustee pursuant to the related AAR Agreement that materially and adversely affects the value of such Mortgage Loan or the interests of the Trustee for the benefit of the Certificateholders in such Mortgage Loan, but only if each of the following conditions is met: (i) the related Originator fails to cure such breach or repurchase or substitute for such Mortgage Loan after a valid repurchase demand has been made and remains unresolved and (ii) the related Originator is subject to a bankruptcy or insolvency proceeding or such Originator is no longer in existence. With respect to a breach of a representation and warranty made by an Originator pursuant to the related AAR Agreement that materially and adversely affects the value of such Mortgage Loan or the interests of the Trustee for the benefit of the Certificateholders in such Mortgage Loan, if an Originator restated certain representations and warranties to the Trustee as of a date prior to the Closing Date, the Seller is obligated with respect to such representations and warranties that were true and correct as of the date the related Originator restated such representations and warranties to the Trustee, but not true and correct as of the Closing Date to cure a breach or repurchase from the Trust Fund or substitute for each affected Mortgage Loan. In any AAR Agreement where the related Originator restated representations and warranties to the Trustee as of the Closing Date, the Seller shall not have the obligation described in the prior sentence. Any exceptions identified at the time the Seller purchased a Mortgage Loan shall not be considered a breach of the underwriting guideline representation and warranty provided that such exceptions and the related compensating factors are accurately described in the exhibit that identifies the exceptions.

In addition, in no event will any obligation which the Seller may have to cure, repurchase or substitute for any Mortgage Loans for which there has been a breach of any representation and warranty survive (to the extent such obligation has not expired earlier) beyond the earlier of (a) the termination of the Trust Fund and (b) the payment of all amounts due on the related Mortgage Loan.

(b)          It is understood and agreed that the representations and warranties set forth in the Mortgage Loan Purchase and Sale Agreement and the Seller’s obligation to cure, repurchase or substitute a Mortgage Loan pursuant to the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the sale and assignment of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by the Depositor or the Seller (each of such parties hereby agreeing to give written notice thereof to the Trustee and the other of such parties) of (i) a breach by the Seller of any representation or warranty under the Mortgage Loan Purchase and Sale Agreement in respect of any Mortgage Loan or (ii) a breach of a representation or warranty of an Originator pursuant to the related AAR Agreement as a result of which the Seller is required to cure, substitute for or repurchase such Mortgage Loan pursuant the Mortgage Loan Purchase and Sale Agreement (each a “Defective Mortgage Loan”), the Trustee, or its designee, shall promptly notify the Seller and the Depositor in writing of such breach and request that the Seller cure or cause the cure of such breach within 90 days from the earlier of the date that the Seller discovered or was notified of such breach, and if the Seller does not cure or cause the cure of such breach in all material respects during such period, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase and Sale Agreement to repurchase from the Trust Fund at the Repurchase Price or substitute for such Mortgage Loan on or prior to the Determination Date following the expiration of such 90-day period; provided, however, that, in connection with any such breach that could not reasonably have been cured within such 90-day period, the Seller shall be required to repurchase or substitute for such Mortgage Loan no later than 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 Seller shall be required to repurchase or substitute for the Defective Mortgage Loan within 60 days from the date the defect was discovered. The Repurchase Price for the repurchased Mortgage Loan shall be deposited in the Distribution Account, and the Trustee, or its designee, upon receipt of written certification of such deposit, shall release to the Seller, 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 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 Trustee 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 Seller to cure, to cause the cure of or to repurchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing that requires such cure, repurchase or substitution pursuant to the Mortgage Loan Purchase and Sale Agreement shall constitute the sole remedy against the Seller respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. Costs and expenses incurred by the Trustee pursuant to this Section 2.04, to the extent not reimbursed by the Seller, shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

The Originators shall cure the breach, or repurchase or substitute for any Mortgage Loan as to which there has been a breach of any representation and warranty in the related AAR Agreement that materially and adversely affects the value of such Mortgage Loan or the interests of the Trustee for the benefit of the Certificateholders in such Mortgage Loan. Each of the representations and warranties made by an Originator pursuant to the related AAR Agreement will survive until the earlier of (a) the termination of the Trust Fund and (b) the payment of all amounts due on the related Mortgage Loan.

(c)          The Seller hereby agrees to indemnify and hold harmless 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 Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor, the Custodian and any Certificateholder may sustain in connection with any actions of the Seller 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 and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

(a)          With respect to any Mortgage Loan that is less than 120 days Delinquent, either (a) the Holders of 66-2/3% or more of the Aggregate Voting Interests of the Senior Certificates or (b) the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding (in either case, the “Directing Holders”) may direct the Trustee to request the complete borrower credit file for a Mortgage Loan from the related Servicer, and to engage a third party (which third party may be selected by the Directing Holders or, if no such selection is made by such Holders, such third party shall be selected by the Trustee) to review the related Mortgage Loan to determine whether the related Originator under the related AAR Agreement or the Seller under the Mortgage Loan Purchase and Sale Agreement, as applicable, is obligated to cure, repurchase or substitute for the related Mortgage Loan pursuant to the terms of the related AAR Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable, and the Trustee shall follow the directions of such Holders. The costs and expenses of such third party review are to be paid for by the Directing Holders. The related Servicer, pursuant to this Agreement or the related Servicing Agreement, as applicable, shall be required to deliver the related complete borrower credit file to the Trustee as directed by the Trustee without unreasonable delay and, upon receipt of such complete borrower credit file, the Trustee shall be required to deliver electronic copies of the complete borrower credit file to the third party engaged to conduct the review as well as the related Originator or the Seller, as applicable. The Trustee shall be required to enforce any related remedy obligation, including participating in an arbitration or other cause of action, pursuant to and to the extent provided in the related AAR Agreement or Mortgage Loan Purchase and Sale 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 the related remedy obligation within 90 days of delivery by the related Servicer of the related complete borrower credit file 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 a third party) 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, the Trustee shall be required (but subject to the terms of the applicable agreements) to pursue reimbursement for the fees, costs and expenses of the Trustee from such Originator under the terms of the related AAR Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement, as applicable. 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 pursuant to this Section 2.05(a) to the extent not reimbursed by the applicable Originator, the Seller or the related Holders, will be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount. For the avoidance of doubt: (i) all costs, expenses and indemnification amounts paid by the Directing Holders shall be paid in the aggregate and such payment shall not be subject to any caps or limitations as may be specified elsewhere in this Agreement, (ii) the third party reviewer as described in this paragraph is not an Independent Reviewer and (iii) the fees of any third party reviewer as described in this paragraph are not Independent Reviewer Fees.

(b)          With respect to any Mortgage Loan that has become 120 days or more Delinquent, the Master Servicer shall provide prompt written notice of such delinquency to the Trustee and the Trustee shall notify the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding. The Trustee shall engage an Independent Reviewer selected by the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding. The Trustee shall direct the related Servicer to provide the related complete borrower credit file to the Independent Reviewer. Upon receipt of the borrower credit file, the Independent Reviewer shall review each such Mortgage Loan that is 120 days or more Delinquent to determine whether the related Originator under the related AAR Agreement or the Seller under the Mortgage Loan Purchase and Sale Agreement, as applicable, is obligated to cure, repurchase or substitute for the related Mortgage Loan pursuant to the terms of the related AAR Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable. If the Independent Reviewer determines that there has been a breach of a representation and warranty by the related Originator under the related AAR Agreement or by the Seller under the Mortgage Loan Purchase and Sale Agreement, as applicable, for which a remedy is required, the Independent Reviewer shall notify the Trustee of such determination, and the Trustee shall be required to enforce any related cure, repurchase or substitution obligation, including participating in an arbitration or other cause of action, pursuant to the related AAR Agreement or Mortgage Loan Purchase and Sale Agreement, as applicable. Costs and expenses incurred by the Trustee pursuant to this paragraph to the extent not reimbursed by the applicable originator or the shall will be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

(c)          Notwithstanding the preceding two paragraphs, if the Seller, the Depositor, the Master Servicer, a Servicer, the Securities Administrator or the Trustee becomes aware of a breach of the representation and warranty made by the related Originator relating to the status of a Mortgage Loan as a “qualified mortgage” (as defined in the REMIC Provisions), such party shall notify the Trustee and the Trustee shall immediately enforce the obligation of the related Originator to repurchase the related Mortgage Loan. If an Originator has breached a representation under the related AAR Agreement stating that a Mortgage Loan is a “qualified mortgage” (as defined in the REMIC Provisions) and the applicable Originator or the Seller (pursuant to the Mortgage Loan Purchase and Sale Agreement), as applicable, fails to repurchase such non-qualified Mortgage Loan within sixty days from the date the defect was discovered, the Depositor shall use commercially reasonable efforts to sell such Mortgage Loan for its fair market value, as determined by the Depositor and which may be less than its outstanding principal balance, within ninety days from the date the defect was discovered. The Trustee will release the applicable Mortgage Loan upon notice by the Master Servicer that it has received the sale price in accordance with the procedures set forth in Section 2.04(a) hereof.

Notwithstanding any other provision of this Agreement, it is intended by each of the parties hereto that the conveyance of the Depositor’s right, 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 holders of the Certificates.

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, 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 all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans (excluding the servicing rights), (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.

(a)          The Depositor, the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding and each other Certificateholder, by its acceptance of any Certificate or any beneficial ownership interest therein, each acknowledges and agrees that (i) the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding may exercise its rights under this Agreement and the Servicing Agreements in such a manner that may not be in the best interests of all of the Certificateholders, (ii) none of the Master Servicer, the Securities Administrator or the Trustee (other than due to such party’s own willful misfeasance, bad faith or negligence as set forth in this Agreement) shall have any liability with respect to any acts or omissions of the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding in the exercise of such rights, and (iii) except to the extent otherwise set forth herein, none of the Master Servicer, the Securities Administrator or the Trustee shall have any duty or obligation to exercise any such rights in the place or stead of the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding or to monitor or oversee the exercise of any such rights by the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding.

(b)          Subject to the terms of this Agreement, each of the Master Servicer, the Securities Administrator and the Trustee shall cooperate with the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding as may be reasonably necessary for the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding to exercise its rights (if any) hereunder and under the Servicing Agreements; provided that the Trustee shall not be required to take any legal action or participate in or facilitate any arbitration proceeding or other litigation relating to the Mortgage Loans or the obligations of the Originators or Servicers with respect thereto other than as provided in this Agreement.

(c)          The Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding shall indemnify each of the Master Servicer, the Securities Administrator and the Trustee and hold it harmless from and against any claim, loss, liability, damage, cost or expense (including, without limitation, reasonable legal fees and expenses) incurred or expended by the Master Servicer, the Securities Administrator or the Trustee (without negligence, bad faith or willful misconduct on the part of the Master Servicer, the Securities Administrator or the Trustee) with respect to claims of a third party arising from any act or omission of the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding in the exercise of its rights as the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding under Section 2.05(a).

(d)          On the Closing Date, Five Oaks Investment Corp. is the initial Holder of the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and the Holder of a majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding. If Five Oaks Investment Corp. (or any subsequent Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding) transfers all or any portion of its ownership interest in any Class of such Subordinate Certificates in a manner resulting in a change in identity of the Holder of the majority of the Class Principal Amount of such Class, it shall so notify the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Certificate Registrar, the Trustee and the Custodian in writing and shall provide each such party with the identity of and related contact information for such transferee. If upon such transfer there is more than one Holder comprising the majority of the Class Principal Amount of such Class of Certificates, Five Oaks Investment Corp. (in the case of the initial transfer) or any subsequent Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding, as applicable, shall be required upon such transfer to notify the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Certificate Registrar, the Trustee, and the Custodian of the designation and identity of an individual party to act on the behalf of the Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding. Prior to receipt of any such notice of transfer from Five Oaks Investment Corp. with respect to the most Subordinate Class of Certificates outstanding on the Closing Date, each of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Certificate Registrar, the Trustee and the Custodian shall be entitled to rely on Five Oaks Investment Corp. as the Holder of a majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding for all purposes hereunder without need to obtain separate or additional proof of ownership confirming such fact. To the extent the Class Principal Amount of the most subordinate Class of Certificates outstanding as of the Closing Date is reduced to zero and no notice of transfer has been received from Five Oaks Investment Corp., the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Certificate Registrar, the Trustee, and the Custodian shall likewise be entitled to assume that Five Oaks Investment Corp. is the Holder of a majority of the Class Principal Amount of each Class of Subordinate Certificates that subsequently becomes the most subordinate Class of Certificates outstanding.

(e)          If the Holder of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding is no longer Five Oaks Investment Corp., in order for the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding to exercise the rights assigned thereto under this Agreement or the Servicing Agreements, the Holder or Holders of the majority of the Class Principal Amount of such Class of Certificates shall be required to provide the Trustee or the Securities Administrator, as applicable, with proof of ownership satisfactory to the Trustee or the Securities Administrator, as applicable, of the majority of the Class Principal Amount of such Class of Certificates as a condition to the exercise of such rights. With respect to any references in this Agreement to the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding, the Class 2-A-1 Certificates and Class 2-A-2 Certificates are treated as equal in seniority for this purpose and each of the Class 2-A-1 Certificates and Class 2-A-2 Certificates are treated as senior to the Class 2-A-3 Certificates for this purpose. In any instance in which the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding are entitled to act hereunder, if no such Holder or Holders of the majority of the Class Principal Amount of the such Class of Certificates presents satisfactory proof of ownership to the Trustee or Securities Administrator, as applicable, in a timely manner for the purpose of exercising any such rights assigned thereto under this Agreement, such rights shall be deemed inoperative in such instance, and no transaction party shall be required to delay in taking any action hereunder or under any transaction document in order to wait for the exercise of such rights by such Holder or Holders.

(f)           I n the event that direction, approval or consent is needed from the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding for any action hereunder and such party is no longer Five Oaks Investment Corp. and (i) the most subordinate Class of Certificates outstanding consists of Definitive Certificates, the Securities Administrator, upon written request of the party responsible for obtaining such direction, approval or consent, shall provide such requesting party with a list of the Holder or Holders of such Class of Certificates, and such requesting party shall be responsible to communicate with such Holder or Holders to obtain such direction, approval or consent, or (ii) the most subordinate Class of Certificates outstanding consists of Book-Entry Certificates, the Securities Administrator, upon written request of the party responsible for obtaining such direction, approval or consent, shall send notice to the Holders of such Class of Certificates informing them of such request for such direction, approval or consent and, if no such Holder or Holders of the majority of the Class Principal Amount of such Class of Certificates presents satisfactory proof of ownership to the Securities Administrator or Trustee, as applicable, in a timely manner for the purpose of providing such direction, approval or consent, such right of direction, approval or consent shall be deemed inoperative in such instance, and no transaction party shall be required to delay in taking any action hereunder or under any transaction document in order to wait for such direction, approval or consent from such Holder or Holders.

(g)          The Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding shall be responsible (i) to select and appoint any Independent Reviewer designated hereunder, (ii) to arrange with such Independent Reviewer the amount of its compensation hereunder, and (iii) to provide timely written notification to the Securities Administrator of the amount of any Independent Reviewer Fee to be paid from the Trust Fund on any Distribution Date.

(h)          Each of Five Oaks Investment Corp. and any subsequent Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding, by virtue of its purchase of the requisite percentage of such Class of Certificates, shall be deemed to assume the rights and obligations of the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding as set forth in this Agreement.

The Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding shall have the right, subject to the terms of this Agreement (with respect to the Mortgage Loans or REO Property serviced by SPS) or the related Servicing Agreement (with respect to the Mortgage Loans or REO Property serviced by PHH and Shellpoint Mortgage Servicing), to (A) approve all Mortgage Loan modifications relating to (1) any principal reduction, (2) any interest rate change (other than such a change that resets according to the terms of the related Mortgage Note) and (3) any maturity extension, in each case performed by SPS (in accordance with this Agreement) and by PHH or Shellpoint Mortgage Servicing (in accordance with the related Servicing Agreement), (B) prevent the commencement of a foreclosure action with respect to any Mortgaged Property, (C) approve the sale price of any REO Property, (D) approve the acceptance of a deed-in lieu with respect to any Mortgage Loan, and (E) approve the acceptance of a short payoff of a Mortgage Loan, or accept any substitution, addition or release of any collateral from a Mortgage Loan if the fair market value of any substitute Mortgaged Property or the proceeds of such payoff are less than the unpaid principal balance of the Mortgage Loan. With respect to Mortgage Loans serviced by SPS, in the event that direction, approval or consent is needed from the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding for any action relating to this Section 2.08(A), (B), (C), (D) or (E), SPS shall notify the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding of the proposed action in writing and if the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding does not respond to such notification within five Business Days of receipt of such notification, such right of direction, approval or consent shall be deemed waived in such instance, and SPS shall not be required to delay in taking any such action in order to wait for such direction, approval or consent from such Holder or Holders. With respect to Mortgage Loans serviced by Shellpoint Mortgage Servicing, in the event that direction, approval or consent is needed from the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding for any action relating to this Section 2.08(A), (B), (C), (D) or (E), pursuant to the related Servicing Agreement, Shellpoint Mortgage Servicing shall notify the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding of the proposed action in writing and if the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding does not respond to such notification within five Business Days of receipt of such notification, such right of direction, approval or consent shall be deemed waived in such instance, and Shellpoint Mortgage Servicing shall not be required to delay in taking any such action in order to wait for such direction, approval or consent from such Holder or Holders. With respect to Mortgage Loans serviced by PHH, in the event that direction, approval or consent is needed from the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding for any action relating to this Section 2.08(A), (B), (C), (D) or (E), pursuant to the related Servicing Agreement, PHH shall notify the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding of the proposed action in writing and if the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding does not respond to such notification within five Business Days of receipt of such notification, such right of direction, approval or consent shall be deemed waived in such instance, and PHH shall not be required to delay in taking any such action in order to wait for such direction, approval or consent from such Holder or Holders.

(a)          If the Depositor, the Master Servicer, the Securities Administrator or the Trustee receives actual notice that any governmental entity intends to acquire a Mortgage Loan through the exercise of its power of eminent domain, it shall promptly notify the other parties, and the Securities Administrator, to the extent so notified, shall include such information on the Securities Administrator’s website on the next succeeding Distribution Date. With respect to any Mortgage Loan affected by such action, the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding or the Holder or Holders of the majority of the Voting Rights may direct the Trustee to contest such acquisition through appropriate legal proceedings. The Trustee shall not be required to take any action unless 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 and to provide any indemnification reasonably requested by the Trustee. 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 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 or indemnified by the governmental entity or the Certificateholders, the Trustee shall be reimbursed or indemnified by the Trust Fund, subject to the limitation in clause (c) of the definition of Available Distribution Amount. Under no circumstances shall the Trustee be responsible for evaluating whether to contest an eminent domain acquisition.

(b)          In the event a Mortgage Loan is acquired by a governmental entity through its exercise of the power of eminent domain, and the Trust Fund is paid (i) the outstanding principal balance of the related Mortgage Loan plus accrued interest, that payment will be treated as a voluntary prepayment in full of the related Mortgage Loan or (ii) less than the outstanding principal balance of the related Mortgage Loan plus accrued interest, that payment will be treated as Net Liquidation Proceeds and the difference between (a) the outstanding principal balance of the related Mortgage Loan plus accrued interest and (b) the Net Liquidation Proceeds will be treated as a Realized Loss.

Article III

THE CERTIFICATES

(a)          The Certificates shall be issuable in registered form only and shall be securities governed by Article 8 of the New York UCC. The Certificates (other than the Class R Certificates) will be evidenced by one or more certificates, ownership of which will be held in minimum denominations of $100,000 Certificate Principal Amount or Notional Amount, as applicable, and in integral multiples of $1 in excess thereof. The Class R Certificates will be evidenced by one or more certificates, ownership of which will be held in 100% Percentage Interests.

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

(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. 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) 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.

(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) 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 state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. None of the Depositor, 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 Depositor, 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 federal and state laws. 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 Certificateholder 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 law.

(d)          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 or Clearstream. Account holders or agent members of or participants in Euroclear 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 Issuing Entity, 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 Issuing Entity, 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 Issuing Entity, 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 Issuing Entity, 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).

(e)          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 Certificateholder of a beneficial interest in the Rule 144A Global Certificate of a particular Class wishes at any time to transfer its beneficial interest in such Rule 144A Global Certificate to a Non-U.S. Person, such Certificateholder 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 Certificateholder's transferee in the form of Exhibit E-3 hereto and (2) a Regulation S Transfer Certificate from such Certificateholder in the form of Exhibit E-2 hereto (as to which, in the case of the Book-Entry Certificates, the Certificateholder and such Certificateholder’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 Certificateholder 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 its beneficial interest in such Regulation S Global Certificate to a U.S. Person who is a Qualified Institutional Buyer, such Certificateholder 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 Certificateholder's transferee in the form of Exhibit E-3 hereto and (2) a Rule 144A Transfer Certificate from such Certificateholder in the form of Exhibit E-1 hereto (as to which, in the case of the Book-Entry Certificates, the Certificateholder and such Certificateholder’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.

(iii)         Transfers of Interests in a Regulation S Global Certificate . Transfers of beneficial interests in a Regulation S Global Certificate may only be made (A) in accordance with Section 3.03(e)(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(e)(iii), the Certificateholder 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 such Certificateholder’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 a Rule 144A Global Certificate . Transfers of beneficial interest in a Rule 144A Global Certificate may only be made (A) in accordance with Section 3.03(e)(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(e)(iv), the Certificateholder 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 Certificateholder’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 state securities laws or (b) is exempt from such registration or qualification requirements, as evidenced by compliance with Sections 3.03(e) (i), (ii), (iii), or (iv), as applicable.

(f)          If a transfer of an interest in a Certificate is to be made without registration under the Securities Act, then the Certificate Registrar shall refuse to register such transfer unless it and the Trustee receive a certificate (upon which certificate such party may conclusively rely) from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit E-1 or Exhibit E-2 hereto and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as Exhibit E-3 hereto (as to which, in the case of the Book-Entry Certificates, the Certificateholder and the Certificateholder’s prospective transferee will be deemed to have made the representations and agreements contained therein), to the effect that, among other things, the transfer is being made to a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the Securities Act in accordance with Rule 144A or in accordance with Regulation S. No such certifications shall be required of the Depositor or any of its Affiliates or the Initial Purchasers in connection with the initial issuance of the Certificates, any transfer of the Certificates between the Initial Purchasers and the Depositor or any of their Affiliates, or with respect to any transfer of the Certificates between the Depositor and any of its Affiliates.

A Person acquiring a Certificate or any interest therein shall make the applicable certifications set forth in clause (i), (ii) or (iii) below to the Trustee and the Certificate Registrar (which in the case of the Book-Entry Certificates, the prospective transferee will be deemed to have represented such certifications by virtue of its purchase and holding of such Certificate), upon which certification the Trustee and the Certificate Registrar may rely without further inquiry or investigation, that each beneficial owner of a Certificate (other than an ERISA-Restricted Certificate or a Certificate that is not an ERISA-Restricted Certificate but is not subject to an ERISA-Qualifying Underwriting) shall represent that (i) it is not, and is not acting on behalf of or using assets of, a Plan investor; (ii) it has acquired and is holding such Certificate in reliance on the Underwriter’s Exemption, and it understands that there are certain conditions to the availability of the Underwriter’s Exemption, including that the Senior Certificates, Class B-1, Class B-2 or Class B-3 Certificates, as applicable, must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by at least one Rating Agency; or (iii) if the Certificate has been issued in an ERISA-Qualifying Underwriting, (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in Section V(e) of Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

(g)          (i)          No transfer of an ERISA-Restricted Certificate or a Certificate that is not subject to an ERISA-Qualifying Underwriting in the form of a Definitive 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 Certificate Registrar to the effect that the purchase or holding of such a Certificate is permissible under applicable law, will not constitute or result in 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 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.

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(g) and none of the Securities Administrator, 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.

(ii)         If any ERISA-Restricted Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding three paragraphs, 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(g), 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. Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor and the Certificate Registrar from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.

(h)          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.

(i)          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 or (ii) 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”). Solely for purposes of this paragraph 3.03(i), “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.

Prior to and as a condition of the registration of any transfer, sale or other disposition of a Residual Certificate (other than with respect to the initial issuance of the Residual Certificates), 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 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(i), 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(i), 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(i), 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 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(i), 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(i).

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 (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. 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 CLASS R 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 THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

(j)          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.

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 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 applicable Trust Fund, 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 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 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 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 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.

(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 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 will 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 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, the Paying Agent and the Trustee 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

(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 or the Trustee, as the case may be, 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 Paying Agent 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 Paying Agent or (ii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates advise the Paying Agent 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 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          Tax Status and Reporting of Grantor Trust Certificates.

On the Closing Date, there is hereby established a separate trust (the “ Grantor Trust ”), which shall be a Grantor Trust for federal income tax purposes. The Grantor Trust shall be maintained by the Trustee in its name, for the benefit of the Holders of the Grantor Trust Certificates. The assets of the Grantor Trust shall consist of the Grantor Trust Assets, which have been placed in the Grantor Trust. The Grantor Trust Assets shall be held by the Trustee. The Initial Exchangeable Certificates and the Exchangeable Certificates represent the respective undivided beneficial ownership of REMIC Regular Interest Combinations depending on which Class of Initial Exchangeable Certificates or Exchangeable Certificates is the Outstanding Certificates. Each of the parties hereto shall comply with the Grantor Trust administration provisions of Section 11.05.

Section 3.11          Exchanges of Exchangeable Certificates.

The Initial Exchangeable Certificates and the Exchangeable Certificates, as applicable, shall be exchangeable on the books of the Depository for the Exchangeable Certificates or Initial Exchangeable Certificates, as applicable, on and after the Closing Date, by written notice to the Securities Administrator substantially in the form of Exhibit P hereto or, under the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder.

In the case of each Exchangeable Combination, the Initial Exchangeable Certificates shall be exchangeable for the Exchangeable Certificates related to such Exchangeable Combination in respective denominations determined based on the initial Class Principal Amount or initial Class Notional Amount, as applicable, described on Appendix A hereto, as reduced by distributions of principal pursuant to Section 5.02 and any allocation of Realized Losses and Certificate Writedown Amounts pursuant to Section 5.03 on each Distribution Date prior to the Exchange date, as applicable. Upon any such Exchange, the portions of the Initial Exchangeable Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificates issued in exchange therefore. Correspondingly, Exchangeable Certificates related to a Exchangeable Combination may be further designated for exchange for the Initial Exchangeable Certificates or for other Exchangeable Certificates related to a Exchangeable Combination in respective denominations determined based on the proportion that the initial Certificate Principal Amount or initial Class Notional Amount, as applicable, of such Exchangeable Certificates bear to the initial Certificate Principal Amount of the Initial Exchangeable Certificates or the related Exchangeable Certificates, in each case, as set forth in Appendix A. There shall be no limitation on the number of Exchanges authorized pursuant to this Section 3.11, no fee or other charge shall be payable to the Trustee or the Depository in connection therewith.

If a Certificateholder wishes to exchange its Initial Exchangeable Certificates or Exchangeable Certificates, the Certificateholder must notify the Securities Administrator by e-mail at ctsspgexchanges@wellsfargo.com no later than three Business Days before the proposed exchange date. The exchange date can be any Business Day other than the first or last Business Day of the month, subject to the Securities Administrator’s approval. In addition, the Certificateholder must provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: the CUSIP number of each Certificate to be exchanged and each Certificate to be received, the Class Principal Amount or Class Notional Amount, as applicable, and the initial Class Principal Amount or initial Class Notional Amount, as applicable, of the Certificates to be exchanged, the Certificateholder’s DTC participant number and the proposed exchange date. After receiving such notice, the Securities Administrator will e-mail the Certificateholder with wire payment instructions relating to the Exchange Fee. The original exchange notice (bearing a medallion stamp guarantee) and the exchange fee must be received by the Securities Administrator prior to effecting any such exchange.

The Certificateholder will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. The Certificates to be exchanged must be in the correct exchange proportions. The Securities Administrator will verify the proposed proportions 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 Business Day before the proposed exchange date.

In connection with each exchange, the Certificateholder must pay the Securities Administrator a fee equal to $5,000 (the “Exchange Fee”).

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 close of business on the last day of the month of the exchange.

Section 3.12          Transfer of Exchangeable Certificates.

Upon the presentation and surrender by any Holder of its Initial Exchangeable Certificates or Exchangeable Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to the Securities Administrator, all of such Holder’s right, title and interest in and to such Initial Exchangeable Certificates or Exchangeable Certificates, including all payments of interest thereon received after the month of the Closing Date.

Section 3.13          Description of Exchangeable Certificates.

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

Article IV

ADMINISTRATION OF THE TRUST FUND

Section 4.01          Custodial Accounts; Distribution Account .

(a)          On or prior to the Closing Date, each Servicer will be required to establish and maintain one or more Custodial Accounts, as provided in this Agreement and the Servicing Agreements, 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 Servicing Agreements, shall be deposited. On each Servicer Remittance Date, the Servicers 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 related Servicing Agreement.

(b)          The Securities Administrator, as Paying Agent for the Trustee, shall establish and maintain an Eligible Account entitled “Distribution Account of Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as Trustee for the benefit of Holders of CSMC Trust 2014-OAK1 Mortgage Pass-Through Certificates.” The Distribution Account (including income, if any, earned on the investments of funds in such account), to the extent not inconsistent with Section 11.01(d) herein, will be owned by the Lower-Tier REMIC for federal income tax purposes. 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 the Servicers from the related Custodial Accounts in accordance with this Agreement and the related 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 Servicers; and

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

(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 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 a 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, the Custodian or the Servicers any amounts permitted to be paid or reimbursed to such Person from funds in the Distribution Account pursuant to clauses (A) and (B) of the definition of Available Distribution Amount.

(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 in trust for the benefit of the Trustee and Holders of the CSMC Trust 2014-OAK1 Certificates. 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, REMIC 1 will report all items of income, gain, loss, deduction, credit and any other items attributable to the Distribution Account for federal income tax purposes.

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 and each Certificateholder a written report setting forth the following information (solely on the basis of Mortgage Loan level information obtained from the Servicers) (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 Shortfall, Net Prepayment Interest Shortfalls and Relief Act Shortfalls with respect to each Class of Certificates;

(e)          the Class Principal Amount of each Class of Certificates (other than the Interest-Only Certificates) and the Class Notional Amount of the 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 each Mortgage Pool (separately and in the aggregate), the Mortgage Rates (in incremental ranges) and the weighted average remaining term of the Mortgage Loans, at the beginning and at the end of the related Prepayment Period;

(g)          the aggregate Substitution Amount and 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 each Mortgage Pool for the following Distribution Date;

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

(j)          in the aggregate and with respect to each Mortgage Pool, the amount of the Trustee Fee, the Master Servicing Fee, the Independent Reviewer Fee and the Servicing Fee paid to or retained by the Trustee, the Master Servicer, the Independent Reviewer and each Servicer, respectively, and the amount of any fees paid to the Custodian;

(k)          in the aggregate and with respect to each Mortgage Pool, 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) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) in foreclosure and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days 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;

(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)          in the aggregate and with respect to each Mortgage Pool, 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)          in the aggregate and with respect to each Mortgage Pool, the amount of Realized Losses incurred during the preceding calendar month;

(q)          in the aggregate and with respect to each Mortgage Pool, the cumulative amount of Realized Losses incurred since the Closing Date;

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

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

(t)          the amount of any Principal Transfer Amounts or Interest Transfer Amounts paid to an Undercollateralized Group;

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

(v)         the applicable Record Date, Accrual Period and calculation date for each Class of Certificates and such Distribution Date;

(w)         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;

(x)          the nature of any breach of a representation and warranty relating to the characteristics of the Mortgage Loans or any transaction covenants that triggers a remedy;

(y)          in the aggregate and with respect to each Mortgage Pool, the amount of Advances and Servicing Advances reimbursed during the related Due Period;

(z)          in the aggregate and with respect to each Mortgage Pool, the amount of any Subsequent Recoveries;

(aa)         in the aggregate and with respect to each Mortgage Pool, the amount of any fees, charges and costs paid or reimbursed to the Master Servicer and the Custodian from the Distribution Account pursuant to this Agreement or the Custodial Agreement;

(bb)         in the aggregate and with respect to each Mortgage Pool, the amounts of any Master Servicer Compensating Interest Payments, Servicer Compensating Interest Payments for such Distribution Date;

(cc)         the amount of any Capitalization Reimbursement Amount (for each Servicer) for such Distribution Date and the amount of any unpaid Capitalization Reimbursement Shortfall Amount (for each Servicer) for such Distribution Date;

(dd)         in the aggregate and with respect to each Mortgage Pool, the amount of Prepayment Interest Shortfalls (as applicable) and Prepayment Interest Excess (as applicable) for the Mortgage Loans serviced by each Servicer for such Distribution Date;

(ee)         in the aggregate and with respect to each Mortgage Pool, the amount of any HAMP incentive payment received by the Trust Fund as investor;

(ff)          in the aggregate and with respect to each Mortgage Pool, the amount of any proceeds received from a governmental authority in connection with an eminent domain proceeding;

(gg)         the amount of the Independent Reviewer Fee;

(hh)         in the aggregate and with respect to each Mortgage Pool, a statement if any exchanges of Initial Exchangeable Certificates or Exchangeable Certificates have taken place since the preceding Distribution Date, and, if applicable, the class designations, Class Principal Amount, Class Notional Amount, Certificate Interest Rate, the amount of principal and interest distributions, separately identified, with respect to each such Class of Certificates and any Realized Losses allocated to each such Class; and

(ii)          whether the Step-Down Test has been satisfied for such 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 Depositor hereby authorizes the Securities Administrator to, and the Securities Administrator shall, make available to Bloomberg, Intex Solutions, Inc., or such other vendor chosen by the Depositor that submits to the Securities Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, and supplemental reports delivered or made available to Certificateholders under this Agreement; provided however, solely with respect to information to be provided to Bloomberg as set forth in the immediately preceding paragraph, Bloomberg shall not be required to submit a certification in the form of Exhibit Q to this Agreement.

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.

Upon request, 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 the information listed above aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. 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 Trustee or the Certificate Registrar, shall be promptly forwarded to the Securities Administrator), the Securities Administrator shall provide, or cause to be provided (or, to the extent that such information or documentation is not required to be provided by a Servicer under this Agreement and the related Servicing Agreement, shall use reasonable efforts to obtain such information and documentation from such 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 Securities Administrator’s actual expenses incurred in providing such reports and access and such expenses shall not be paid by the Trust Fund and (ii) the Securities Administrator shall provide such information and documentation only to the extent that the Securities Administrator 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 6 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 the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding or 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 L, 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 to rmbs17g5informationprovider@wellsfargo.com, specifically with a subject reference of “CSMC 2014-OAK1” 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 6.06, 6.07, 6.14, 9.01, 12.03 and 12.12 of this Agreement, as well as reports prepared in accordance with Sections 6.22, 6.23 and 6.24 (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);

(ii)         any notice of any amendment 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 “CSMC 2014-OAK1” 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, the Seller 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 Rule 17g-5 under the Exchange Act, 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.

Section 4.04          Rule 15Ga-1 Compliance .

(a)          To the extent a Responsible Officer of the Master Servicer receives a demand for the repurchase or substitution of a Mortgage Loan based on a breach of a representation or warranty made by the Seller or the Originator of such Mortgage Loan (each, a “Demand”), the Master Servicer 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 and the Seller 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 and the Seller in writing.

(c)          To the extent in its possession, the Trustee shall provide the Depositor and the Seller with any applicable information required under Rule 15Ga-1 of the Exchange Act (the “Rule 15Ga-1 Information”) with respect to a Demand in a timely manner so as to enable the Depositor and the Seller to meet their reporting obligations under Rule 15Ga-1. The Depositor and the Seller shall each 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 and the Seller of the Rule 15Ga-1 Information required to be reported on Form ABS-15G. For the avoidance of doubt, the Depositor and the Seller shall have sole responsibility for compiling the Rule 15Ga-1 Information required to be reported on Form ABS-15G. Other than with respect to the obligations of the Trustee in this Section 4.04, the Trustee shall have no responsibility or liability in connection with any filing required to be made by the Depositor or the Seller pursuant to Rule 15Ga-1 of the Exchange Act.

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 check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date by any Certificateholder owning an aggregate initial Certificate Principal Amount or Notional Amount of at least $1,000,000, or in the case of any Residual Certificate, a Percentage Interest of not less than 100%, by wire transfer in immediately available funds to an account specified in the request and at the expense of such Certificateholder; 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 Class Principal Amounts or initial Class Notional Amounts (or Percentage Interests).

Section 5.02          Distributions From the Distribution Account .

(a)          On each Distribution Date, the Available Distribution Amount for the related Mortgage Pool (in the case of the Senior Certificates) and for the Mortgage Pools in the aggregate (in the case of the Subordinate Certificates), to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority (in each case, to the extent of the remaining Available Distribution Amount):

(i)          Concurrently, (a) from the Available Distribution Amount for Pool 1, to the Class 1-A-1 Certificates and Class 1-X-1 Certificates, concurrently, on a pro rata basis, based on their Interest Distribution Amounts, in each case such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls for such Distribution Date and (b) from the Available Distribution Amount for Pool 2, to the Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2 and Class 2-A-5 Certificates, concurrently, on a pro rata basis, based on their Interest Distribution Amounts, in each case such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls for such Distribution Date;

(ii)         (i) Concurrently, (a) from the Available Distribution Amount for Pool 1, prior to the Credit Support Depletion Date and on and after the Credit Support Depletion Date, to the Class 1-A-1 Certificates, the Senior Principal Distribution Amount for Pool 1, until the Class Principal Amount thereof has been reduced to zero and (b) from the Available Distribution Amount for Pool 2, prior to the Credit Support Depletion Date, the Senior Principal Distribution Amount for Pool 2 shall be distributed to the (a) Class 2-A-1 Certificates and Class 2-A-2 Certificates, (b) Class 2-A-3 Certificates and (c) Class 2-A-4 Certificates and Class 2-A-5 Certificates, concurrently, on a pro rata basis based on the Class Principal Amount or aggregate Class Principal Amount, as applicable, of such Classes prior to such Distribution Date, as follows:

(A)    to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, sequentially, in that order, in each case until the Class Principal Amount thereof is reduced to zero;

(B)     to the Class 2-A-3 Certificates, until the Class Principal Amount thereof is reduced to zero; and

(C)     to the Class 2-A-4 Certificates and Class 2-A-5 Certificates, sequentially, in that order, in each case until the Class Principal Amount thereof is reduced to zero;

notwithstanding the foregoing, on any Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount for Pool 2 shall be distributed to the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, concurrently, on a pro rata basis, in accordance with their respective Class Principal Amounts, until the aggregate Class Principal Amount thereof has been reduced to zero;

(iii)        to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

(iv)        to the Class B-1 Certificates, such Class’ Subordinate Class Percentage of the Subordinate Principal Distribution Amounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero;

(v)         to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

(vi)        to the Class B-2 Certificates, such Class’ Subordinate Class Percentage of the Subordinate Principal Distribution Amounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero;

(vii)       to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

(viii)      to the Class B-3 Certificates, such Class’ Subordinate Class Percentage of the Subordinate Principal Distribution Amounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero;

(ix)         to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

(x)          to the Class B-4 Certificates, such Class’ Subordinate Class Percentage of the Subordinate Principal Distribution Amounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero;

(xi)         to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

(xii)        to the Class B-5 Certificates, such Class’ Subordinate Class Percentage of the Subordinate Principal Distribution Amounts for each of Pool 1 and Pool 2, until its Class Principal Amount has been reduced to zero; and

(xiii)       To the Class R Certificates, any remaining amounts.

(b)          On each Distribution Date on and after the Credit Support Depletion Date, the Interest Distribution Amounts shall be distributed as set forth in Section 5.02(a)(i) and each of the Senior Principal Distribution Amounts shall be distributed to the Senior Certificates in the related Certificate Group as set forth in Section 5.02(a)(ii); provided that, if there is a shortfall on any Distribution Date in the distribution of the entire Interest Distribution Amount to the Class 1-A-1, Class 1-X-1, Class 2-X-4, Class 2-A-1, Class 2-X-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-2 and Class 2-A-5 Certificates from the Available Distribution Amount for the related Mortgage Pool, any such shortfall shall be covered to the extent of the interest portion of the Available Distribution Amount for the non-related Mortgage Pool remaining after making interest distributions to the related Classes of Senior Certificates pursuant to Section 5.02(a)(i).

(c)          The portion of the Subordinate Principal Distribution Amount distributed to each Class of Certificates on each Distribution Date pursuant to clauses (a)(iv), (a)(vi), (a)(viii), (a)(x) and (a)(xii) above shall be reduced, in reverse order of priority, by the amount of Capitalization Reimbursement Amount remaining for such Distribution Amount.

(d)          For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls. Net Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by a Mortgage Pool on any Distribution Date will be allocated among each Class of related Senior Certificates entitled to distributions in respect of interest and to all Classes of Subordinate Certificates proportionately based on (1) in the case of the Pool 1 Certificates and Pool 2 Certificates, the amount of Net Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by Pool 1 and Pool 2, respectively, and Current Interest otherwise distributable on the Pool 1 Certificates and Pool 2 Certificates, respectively, on such Distribution Date, and (2) in the case of the Subordinate Certificates, the amount of Net Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by Pool 1 and Pool 2 and Current Interest otherwise distributable on the Subordinate Certificates based on the Apportioned Principal Balance for each such Mortgage Pool before taking into account any reductions in such amounts from Interest Shortfalls for such Distribution Date.

(e)          Notwithstanding the priority of distributions set forth in Section 5.02(a), if on any Distribution Date prior to the Credit Support Depletion Date (1) either one of the Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate of the Class Principal Amounts of the Senior Certificates relating to one of the Mortgage Pools has been reduced to zero or will be reduced to zero after giving effect to distributions on such Distribution Date, then that portion of the Available Distribution Amount for each Mortgage Pool described in Section 5.02(a)(iii) that represents principal collections on the Mortgage Loans shall be applied as an additional distribution to the remaining Classes of Senior Certificates in the other Certificate Group, in reduction of, and in proportion to, the Class Principal Amounts thereof.

(f)          If, on any Distribution Date, any Certificate Group would constitute an Undercollateralized Group and the other Certificate Group would constitute an Overcollateralized Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution Amount for an Overcollateralized Group, to the extent remaining following distributions of interest and principal to the related Senior Certificates of that Certificate Group, shall be distributed, up to the sum of the Interest Transfer Amount and the Principal Transfer Amount for the Undercollateralized Group, to the Senior Certificates related to the Undercollateralized Group so that the aggregate Class Principal Amount of those Senior Certificates equals the Aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool, in payment of accrued but unpaid interest, if any, and then to such Senior Certificates as principal, in the same manner and order of priority as such Senior Certificates would receive other distributions of principal pursuant to Section 5.02(a)(ii).

(g)          For purposes of distributions provided in Section 5.02(a), each Mortgage Pool shall “relate” to the Senior Class of the applicable related Certificate Group.

(h)          In the event that Initial Exchangeable Certificates are exchanged for Exchangeable Certificates as set forth on Appendix A to this Agreement, such Exchangeable Certificates shall be entitled to receive the proportionate share of interest and principal distributions, as applicable, that would otherwise be distributable on the related Initial Exchangeable Certificates, in the order of priority assigned in this Section 5.02.

Section 5.03          Allocation of Realized Losses and Certificate Writedown Amounts; Subsequent Recoveries .

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

(b)          On each Distribution Date, the Securities Administrator shall allocate the principal portion of Realized Losses as follows:

first, to the Classes of Subordinate Certificates in reverse order of their respective numerical Class designations (beginning with the Class B-5 Certificates and ending with the Class B-1 Certificates) until the Class Principal Amount of each such Class is reduced to zero; and

second , in the case of a Mortgage Loan in Pool 1 that sustained such loss, to the Class 1-A-1 Certificates, until the Class Principal Amount thereof is reduced to zero, assuming, for purposes of this calculation, that no Exchanges have occurred; and in the case of a Mortgage Loan in Pool 2 that sustained such loss, to the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, concurrently, on a pro rata basis based on their respective Class Principal Amount until the Class Principal Amounts thereof are reduced to zero, assuming, for purposes of this calculation, that no Exchanges have occurred; provided, however, any Realized Losses otherwise allocable to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates shall first be allocated to the Class 2-A-3 Certificates until the Class Principal Amount of that Class has been reduced to zero, and then to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, concurrently, on a pro rata basis based on their respective Class Principal Amounts, in each case until the Class Principal Amount of that Class has been reduced to zero.

(c)          On each Distribution Date prior to the Credit Support Depletion Date, the Class Principal Amount of the Class of Subordinate Certificates then outstanding with the highest numerical Class designation shall be reduced on each Distribution Date by the Certificate Writedown Amount. On the Credit Support Depletion Date, the Certificate Writedown Amount will first be applied in reduction of the Class Principal Amounts of the Subordinate Certificates then outstanding, and any remaining Certificate Writedown Amount shall be applied to the Senior Certificates related to each Mortgage Pool, on a pro rata basis based on the amount of undercollateralization, if any, with respect to each Mortgage Pool, with any allocation to the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates on a pro rata basis based on their respective Class Principal Amounts until the Class Principal Amounts thereof are reduced to zero; provided, however, any allocation to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates shall first be allocated to the Class 2-A-3 Certificates until the Class Principal Amount of that Class has been reduced to zero, and then to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, concurrently, on a pro rata basis based on their respective Class Principal Amounts, in each case until the Class Principal Amount of that Class has been reduced to zero. On each Distribution Date after the Credit Support Depletion Date, in the case of Certificate Writedown Amounts on the Pool 1 Mortgage Loans, the Class 1-A-1 Certificates shall be reduced by any Certificate Writedown Amount for Pool 1, until the Class Principal Amount thereof is reduced to zero, assuming, for purposes of this calculation, that no Exchanges have occurred, and in the case of Certificate Writedown Amounts on the Pool 2 Mortgage Loans, the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates shall be reduced by any Certificate Writedown Amount for Pool 2, concurrently, on a pro rata basis based on their respective Class Principal Amount until the Class Principal Amounts thereof are reduced to zero, in each case assuming, for purposes of this calculation, that no Exchanges have occurred; provided, however, any Certificate Writedown Amounts otherwise allocable to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates will first be allocated to the Class 2-A-3 Certificates until the Class Principal Amount of that Class has been reduced to zero, and then to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, concurrently, on a pro rata basis based on their respective Class Principal Amounts, in each case until the Class Principal Amount of that Class has been reduced to zero.

(d)          Any allocation of a loss pursuant to this section to a Class of Certificates shall be achieved by reducing the Class Principal Amount thereof by the amount of such loss.

(e)          Subsequent Recoveries in respect of the Mortgage Loans in a Mortgage Pool shall be distributed to the Senior Certificates and Subordinate Certificates still outstanding, in accordance with Section 5.02, and the Class Principal Amount of each Class of Certificates then outstanding that has been reduced due to application of a Certificate Writedown Amount or Realized Loss relating to such Mortgage Pool (in the case of any Senior Certificates) will be increased, in order of seniority (with respect to the Pool 2 Certificates, with the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates treated as equal in seniority for this purpose; provided, however, among the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, the Class 2-A-1 Certificates and Class 2-A-2 Certificates will be treated as senior to the Class 2-A-3 Certificates for this purpose), by the amount of such Subsequent Recovery.

(f)          In the event that Initial Exchangeable Certificates are exchanged for Exchangeable Certificates as set forth on Appendix A to this Agreement, the Exchangeable Certificates will bear the proportionate share of Realized Losses, Interest Shortfalls and Certificate Writedown Amounts allocable to the related Initial Exchangeable Certificates, as applicable and the Class Principal Amount of any Class of Exchangeable Certificates will be increased proportionally to the related Initial Exchangeable Certificates as a result of the application of Subsequent Recoveries.

Section 5.04          PHH and Shellpoint Mortgage Servicing Obligations.

With respect to each of PHH and Shellpoint Mortgage Servicing, in the event of any inconsistency between this Agreement and the related Servicing Agreement with respect to obligations of PHH and Shellpoint Mortgage Servicing each as a Servicer, the provisions of the related Servicing Agreement shall govern such obligations.

Section 5.05          Advances by Master Servicer .

If (i) any Servicer fails to remit any Advance required to be funded under this Agreement or the related Servicing Agreement or (ii) Five Oaks fails to remit the required amount of any Advance to either Shellpoint Mortgage Servicing or PHH with respect to the Five Oaks MSR Mortgage Loans required under the related Servicing Agreement, the Master Servicer shall itself fund, or shall cause the successor servicer 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 (or funds advanced by the applicable Servicer for deposit in the Distribution Account) immediately available funds in an amount equal to such Advance. The Master Servicer and each Servicer shall be entitled to be reimbursed for all Advances funded by it; provided, that, with respect to Shellpoint Mortgage Servicing and PHH and the Five Oaks MSR Mortgage Loans, the related Servicer shall reimburse Five Oaks to the extent Five Oaks remitted any Advances to such Servicer. Notwithstanding anything to the contrary herein, in the event the Master Servicer determines in its reasonable judgment that an Advance is nonrecoverable, the Master Servicer shall be under no obligation to make such Advance. If the Master Servicer determines that an Advance is nonrecoverable, it shall, on or prior to the related Distribution Date, deliver an Officer’s Certificate to the Trustee to such effect.

Section 5.06          Master Servicer Compensating Interest Payments .

The amount of the aggregate Master Servicing Fee 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 REMIC Regular Interests .

(a)          On each Distribution Date with respect to the REMIC 1 Regular Interests, the Available Distribution Amount distributable as interest shall be deemed to have been distributed as interest pro rata with respect to the REMIC 1 Regular Interests based on their respective amounts of Uncertificated Accrued Interest. On each Distribution Date with respect to the REMIC 1 Regular Interests, Interest Shortfalls shall be allocated among the REMIC 1 Regular Interests pro rata in proportion to their respective amounts of Uncertificated Accrued Interest.

(b)          On each Distribution Date with respect to the REMIC 1 Regular Interests, the remaining Available Distribution Amount distributable with respect to principal shall be deemed to have been distributed to the REMIC 1 Regular Interests in the same amount and priority as principal is distributed to the Corresponding Classes of Certificates until the Uncertificated Class Principal Amount of each such REMIC 1 Regular Interest is reduced to zero.

(c)          Subsequent Recoveries distributed to a Class of Certificates pursuant to the provisions of Section 5.03(e) shall be deemed to have been distributed to the REMIC 1 Regular Interests that correspond to such Class of Certificates giving rise to such Subsequent Recoveries. To the extent that the Class Principal Amount of any Class of Certificates has been increased on account of Subsequent Recoveries pursuant to the provisions of Section 5.03(e), the Uncertificated Class Principal Amount of the corresponding REMIC 1 Regular Interests shall be increased by the same amount that the Class Principal Amount of such Class of Certificates is increased pursuant to the provisions of Section 5.03(e).

(d)          Realized Losses and any Certificate Writedown Amounts allocated by this Section 5.07 to a Class of Certificates shall be allocated to the REMIC 1 Regular Interests in the same amount and priority as Realized Losses and any Certificate Writedown Amounts are allocated to the Corresponding Classes of Certificates until the Uncertificated Class Principal Amount of each such REMIC 1 Regular Interest is reduced to zero.

(e)          On each Distribution Date with respect to the REMIC 2 Regular Interests, the Available Distribution Amount distributable as interest shall be deemed to have been distributed as interest pro rata with respect to the REMIC 2 Regular Interests based on their respective amounts of Uncertificated Accrued Interest. On each Distribution Date with respect to the REMIC 2 Regular Interests, Interest Shortfalls shall be allocated among the REMIC 2 Regular Interests pro rata in proportion to their respective amounts of Uncertificated Accrued Interest.

(f)          On each Distribution Date with respect to the REMIC 2 Regular Interests, the remaining Available Distribution Amount distributable with respect to principal shall be deemed to have been distributed to the REMIC 2 Regular Interests in the same amount and priority as principal is distributed to the Corresponding Classes of Certificates until the Uncertificated Class Principal Amount of each such REMIC 2 Regular Interest is reduced to zero.

(g)          Subsequent Recoveries distributed to a Class of Certificates pursuant to the provisions of subsection 5.03(e) shall be deemed to have been distributed to the REMIC 2 Regular Interests that correspond to such Class of Certificates giving rise to such Subsequent Recoveries. To the extent that the Class Principal Amount of any Class of Certificates has been increased on account of Subsequent Recoveries pursuant to the provisions of Section 5.03(e), the Uncertificated Class Principal Amount of the corresponding REMIC 2 Regular Interests shall be increased by the same amount that the Class Principal Amount of such Class of Certificates is increased pursuant to the provisions of Section 5.03(e).

(h)          Realized Losses and any Certificate Writedown Amounts allocated by this Section 5.07 to a Class of Certificates shall be allocated to the REMIC 2 Regular Interests in the same amount and priority as Realized Losses and any Certificate Writedown Amounts are allocated to the Corresponding Classes of Certificates until the Uncertificated Class Principal Amount of each such REMIC 2 Regular Interest is reduced to zero.

(i)          On each Distribution Date with respect to the REMIC 3 Regular Interests, the Available Distribution Amount distributable as interest shall be deemed to have been distributed as interest pro rata with respect to the REMIC 3 Regular Interests based on their respective amounts of Uncertificated Accrued Interest. On each Distribution Date with respect to the REMIC 3 Regular Interests, Interest Shortfalls shall be allocated among the REMIC 3 Regular Interests pro rata in proportion to their respective amounts of Uncertificated Accrued Interest.

(j)          On each Distribution Date with respect to the REMIC 3 Regular Interests, the remaining Available Distribution Amount distributable with respect to principal shall be deemed to have been distributed to the REMIC 3 Regular Interests in the same amount and priority as principal is distributed to the Corresponding Classes of Certificates until the Uncertificated Class Principal Amount of each such REMIC 3 Regular Interest is reduced to zero.

(k)          Subsequent Recoveries distributed to a Class of Certificates pursuant to the provisions of subsection 5.03(e) shall be deemed to have been distributed to the REMIC 3 Regular Interests that correspond to such Class of Certificates giving rise to such Subsequent Recoveries. To the extent that the Class Principal Amount of any Class of Certificates has been increased on account of Subsequent Recoveries pursuant to the provisions of Section 5.03(e), the Uncertificated Class Principal Amount of the corresponding REMIC 3 Regular Interests shall be increased by the same amount that the Class Principal Amount of such Class of Certificates is increased pursuant to the provisions of Section 5.03(e).

(l)          Realized Losses and any Certificate Writedown Amounts allocated by this Section 5.07 to a Class of Certificates shall be allocated to the REMIC 3 Regular Interests in the same amount and priority as Realized Losses and any Certificate Writedown Amounts are allocated to the Corresponding Classes of Certificates until the Uncertificated Class Principal Amount of each such REMIC 3 Regular Interest is reduced to zero.

(m)          Notwithstanding the distributions on the REMIC Regular Interests 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 DEPOSITOR; EVENTS OF DEFAULT

Section 6.01          Duties of Trustee and the Securities Administrator .

(a)          The Trustee, except during the continuance of an Event of Default, and the Securities Administrator 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 and the Securities Administrator provided for in this Agreement shall not be construed as a duty of the Trustee or the Securities Administrator, 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 and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Securities Administrator, 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 neither the Trustee nor the Securities Administrator 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 or the Securities Administrator pursuant to this Agreement and shall not be required to recalculate or verify any numerical information furnished to the Trustee or the Securities Administrator pursuant 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 to the form required by this Agreement in a material manner the Trustee or the Securities Administrator, 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 the Trustee’s or the Securities Administrator’s satisfaction, the Trustee or the Securities Administrator, as applicable, will 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).

(c)          None of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall have any liability arising out of or in connection with this Agreement, except for its negligence or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee, the Securities Administrator, 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, the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Holders of the Certificates and this Agreement;

(iii)        For all purposes under this Agreement, except when the Master Servicer is the Securities Administrator, the Securities Administrator shall not 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 on a Distribution Date when required to do so) unless a Responsible Officer of the Securities Administrator has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Securities Administrator at the at the address provided in Section 12.07, 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 adequate indemnity 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 Servicing Agreements or the Custodial Agreement; and

(v)         None of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be responsible for any act or omission of the Master Servicer (other than, in the case of the Securities Administrator, as provided in the next sentence), the Depositor, the Seller, the Servicers, the Custodian or the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding. If the Master Servicer is the Securities Administrator, the Securities Administrator shall be responsible for any act or omission of the Master Servicer.

(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 (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 in good faith in accordance with the direction of the Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% 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 there is reasonable ground for believing that the timely payment of its fees and expenses or the repayment of such funds or adequate indemnity 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 Master Servicer or any Servicer under this Agreement or the related Servicing Agreement except, with respect to the Master Servicer, during such time, if any, as 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.

(g)          Except as otherwise provided herein, neither the Trustee nor the Securities Administrator shall have any duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to 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 or any Servicer delivered to the Trustee or the Securities Administrator pursuant to this Agreement or the related 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.

(h)          None of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as applicable, unless it shall be proved that the Trustee, the Securities Administrator, the Paying Agent 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 or the Certificate Registrar shall be liable for special, indirect 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 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 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 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 Paying Agent or the Certificate Registrar and, in the absence of bad faith on the part of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such party that conform to the requirements of this Agreement.

Section 6.02         Certain Matters Affecting the Trustee and the Securities Administrator .

Except as otherwise provided in Section 6.01:

(a)          Before taking or refraining from taking any actions hereunder, each of the Trustee and the Securities Administrator may request, and may rely and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, 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 and the Securities Administrator 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)          Neither the Trustee nor the Securities Administrator shall be personally liable for any action taken, suffered or omitted by it 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;

(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 Class Principal Amount (or Percentage Interest) of each Class of Certificates or such other percentage specified in Section 2.05 with respect to actions described in Section 2.05; 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 Section 2.05, 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 an Originator's or the Seller’s representations and warranties, the provisions of Section 2.05 must be satisfied.

(e)          Each of the Trustee and the Securities Administrator 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 and the Securities Administrator conferred on them by such appointment; provided that each of the Trustee and the Securities Administrator 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;

(f)          Neither the Trustee nor the Securities Administrator 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 or the Securities Administrator, as applicable, security or indemnity reasonably satisfactory to the Trustee or the Securities Administrator against the costs, expenses and liabilities which may be incurred therein or thereby;

(g)          The right of the Trustee and the Securities Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the Securities Administrator shall be answerable for other than its negligence or willful misconduct in the performance of such act;

(h)          Neither the Trustee nor the Securities Administrator 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; and

(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 Trustee Mortgage Files) as to the occurrence of any condition requiring the repurchase of any Mortgage Loan pursuant to this Agreement, the Mortgage Loan Purchase and Sale Agreement or the AAR Agreements, 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 Section 2.05 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.

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 and Securities Administrator Not Liable for Certificates .

The Trustee and the Securities Administrator make no representations as to the validity or sufficiency of this Agreement, the Custodial Agreement, the AAR Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement or the Certificates (other than the certificate of authentication on the Certificates) or of any Mortgage Loan or related document, save that the Trustee and the Securities Administrator 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 (other than the signature of the Trustee on the Certificates and the acknowledgements of the Trustee contained in Article II) shall not be taken as the statements of the Trustee and the Trustee does not assume any responsibility for their correctness. Neither the Trustee nor the Securities Administrator 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. Neither the Trustee nor the Securities Administrator 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. Neither the Trustee nor the Securities Administrator shall have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it 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 bank 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 and (iii) not be an Affiliate of the Master Servicer or any Servicer. 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, federal savings bank 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.

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, (ii) be rated at least “A/F1” by Fitch, or if not rated by Fitch, the equivalent rating by Moody’s or S&P (or such other rating with respect to which each Rating Agency has provided in written confirmation at the request and expense of the Securities Administrator to the Securities Administrator, the Trustee and the Depositor (which may be in electronic form)), and (iii) 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 60 days’ written notice thereof to the Trustee or the Securities Administrator, as applicable, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor shall 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 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 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 6.22, 6.23 and 6.24 of this Agreement. The successor trustee shall notify each Rating Agency through the Rule 17g-5 Information Provider, the Servicers 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 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 incapable of acting, 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, 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 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.

(c)          The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee or the Securities Administrator, as applicable, and to the Depositor remove the Trustee or the Securities Administrator, as applicable, by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee or Securities Administrator, as applicable, and one copy to the Master Servicer. The Depositor shall thereupon appoint a successor trustee or successor securities administrator, as applicable, in accordance with this Section.

(d)          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 Trustee Mortgage Files and documents and statements related to each Trustee 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 Master Servicer.

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.

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 Class 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 all the Certificateholders 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;

(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, federal savings bank 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.

(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 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.

Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, both in its individual capacity and in its capacity as Trustee hereunder, the Independent Reviewer and Wells Fargo Bank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, Authenticating Agent 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 AAR Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the 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 Independent Reviewer, 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 AAR Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside Christiana Trust, a division of Wilmington Savings Fund Society, FSB (in the case of Christiana Trust, a division of Wilmington Savings Fund Society, FSB personnel, such costs to be calculated using standard market rates), in the case of the Trustee, the Independent Reviewer (in the case of the Independent Reviewer’s personnel, such costs to be calculated using standard market rates) 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.

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 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 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 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 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, the Trust Fund shall not be liable for settlement of any such claim by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent 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 of this Agreement and the termination or resignation of the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer, as applicable.

(a)          Compensation for the services of the Securities Administrator, the Certificate Registrar, the Paying Agent and the Authenticating Agent hereunder shall be paid from the Master Servicing Fee. The Securities Administrator shall be entitled to all disbursements and advancements incurred or made by the Securities Administrator 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)          The Trustee shall be entitled to be paid from the Trust Fund, and the Securities Administrator shall withdraw from the Distribution Account and pay the Trustee, the Trustee Fee with respect to each Distribution Date. Any costs and expenses incurred by the Trustee shall be reimbursed in accordance with Section 6.11. The Independent Reviewer shall be entitled to be paid from the Trust Fund, prior to distributions on the Certificates, the Independent Reviewer Fee. The Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding shall on a timely basis inform the Securities Administrator in writing of the amount of the Independent Reviewer Fee.

(c)          As compensation for its services under the Custodial Agreement, the Custodian shall be entitled to receive a fee which shall be paid by the Master Servicer pursuant to a separate agreement between the Custodian and the Master Servicer.

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 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 the Holders of not less than 25% of the Class Principal Amount (or Class Notional Amount) of each Class of Certificates affected thereby;

(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 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 the Holders of more than 50% of the Aggregate Voting Interests of the Certificates (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 6.22, 6.23 and 6.24, immediately without a cure period);

(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 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 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 the Holders of more than 50% of the Aggregate Voting Interests of the Certificates;

(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 Certificateholders holding more than 50% of the Aggregate Voting Interests of the Certificates;

(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;

(x)          Subject to the terms of this Section 6.14(a) and this Agreement, the Master Servicer's long-term unsecured debt rating from S&P shall fall below "BBB" or the short-term unsecured debt rating of the Master Servicer from S&P shall fall below “A-2”; provided, however if the Master Servicer’s long-term unsecured debt rating from S&P is “BBB+” or higher, there shall be no Event of Default ; and

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

If an Event of Default occurs under Section 6.14(a)(x) of this Agreement, then the Master Servicer shall attempt to cure such default by seeking a waiver of the ratings requirement from S&P. If the Master Servicer obtains a waiver of the ratings requirement from S&P within thirty (30) Business Days following such downgrade, then such Event of Default shall be deemed not to have occurred and the Master Servicer shall continue to act in such capacity in accordance with the terms of this Agreement. If at any time following such request for waiver S&P indicates in writing that such waiver request is denied, or if S&P fails to respond to such waiver request, then the Master Servicer shall have a period of thirty (30) Business Days from the date of such downgrade in which to (i) cure such default by engaging, at its sole cost and expense, an entity with either (a) a long-term debt rating that is “BBB+” or higher or (b) a long-term debt rating that is “BBB” or higher and a short-term unsecured debt rating that is “A-2” or higher that assumes the Master Servicer’s obligation to make Advances and Servicing Advances in the event of a failure by any of the Servicers to make any such advance as required under this Agreement or the applicable Servicing Agreement, as applicable, or (ii) resign as Master Servicer in accordance with the provisions of this Agreement. All fees of such alternate advance provider (as described in clause (i) immediately above) shall be payable by the Master Servicer. If the Master Servicer fails to engage such an entity within such 30-Business Day time period, an Event of Default shall occur and the Trustee shall terminate the Master Servicer and either appoint a successor master servicer or succeed to the responsibilities of the terminated Master Servicer in accordance with this Agreement. In the event of a subsequent downgrade of the Master Servicer occurring after a waiver is granted, the aforementioned waiver request process shall be repeated. If an Event of Default 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 (a) may (in the case of an Event of Default described in clauses (i) through (ix) of this Section), and, (b)(I) if so directed in writing by Certificateholders evidencing either (i) more than 50% of the Class Principal Amount (or Class Notional Amount) of each Class of Certificates, or (ii) 50% of the aggregate Class Principal Amount of the Subordinate Certificates (in the case of an Event of Default described in clauses (i) through (ix) of this Section) and (II) upon the occurrence of an Event of Default described in clause (x) or clause (xi) 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)(I), 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 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. 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 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 costs of a master servicing transfer, 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, each 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.

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)          Within thirty Business Days 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 (if it has either (i) a long-term unsecured debt rating of “BBB+” or higher from S&P or (ii) a long-term unsecured debt rating of at least “BBB” from S&P and short-term unsecured debt rating of at least “A-2" from S&P (or such lower long-term unsecured debt rating or lower short-term unsecured debt rating as is otherwise acceptable to S&P)) or another master servicer that satisfies the requirements in Section 9.02 and 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 5.04; 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, that either (i) has a long-term unsecured debt rating of “BBB+” or higher from S&P or (ii) has a long-term unsecured debt rating of at least “BBB” from S&P and short-term unsecured debt rating of at least “A-2" from S&P (or such lower long-term unsecured debt rating or lower short-term unsecured debt rating as is otherwise acceptable to S&P) 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. Further, notwithstanding the above, any entity designated by the Trustee as a successor master servicer may be an Affiliate of the Trustee if either the Trustee or such designated entity has either (i) a long-term unsecured debt rating of “BBB+” or higher from S&P or (ii) a long-term unsecured debt rating of at least “BBB” from S&P and short-term unsecured debt rating of at least “A-2" from S&P (or such lower long-term unsecured debt rating or lower short-term unsecured debt rating as is otherwise acceptable to S&P); 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.

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 90 days, then the Trustee and the successor master servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account, subject to the limitations described in clause (C) of the definition of Available Distribution Amount.

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 Fund, 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 Certificateholders (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.

Section 6.16          Waiver of Defaults .

More than 50% of the Aggregate Voting Interests of the Certificateholders (or the Master Servicer in the case of an event of default of a Servicer) may waive any event of default of PHH or Shellpoint Mortgage Servicing under the related Servicing Agreement, or SPS Event of Default or Event of Default by SPS or 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 Collection 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. 100% of the Certificateholders may waive a default by Five Oaks if Five Oaks fails to remit required Advances or Prepayment Interest Shortfalls to PHH or Shellpoint Mortgage Servicing with respect to the Five Oaks MSR Mortgage Loans. Upon any such waiver of a past default, such default shall cease to exist, and any event of default of PHH, Shellpoint Mortgage Servicing or Five Oaks under the related Servicing Agreement, or SPS Event of Default or Event of Default hereunder by SPS or the Master Servicer, respectively, arising therefrom shall be deemed to have been remedied for every purpose of the related 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 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 Class 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.

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 Fund, 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. 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 (to the extent it is not the same entity as the Master Servicer) 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 each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.

Section 6.21          [Reserved] .