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Filing # 45361162 E-Filed 08/17/2016 04:50:55 PM
IN THE CIRCUIT COURT OF THE 20TH
JUDICIAL — CIRCUIT, IN. AND FOR
CHARLOTTE COUNTY, FLORIDA.
CASE No. 16000841CA
CHRISTIANA TRUST, A DIVISION OF WILMINGTON
SAVINGS FUND SOCIETY, FSB, NOT IN ITS
INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP
TRUST 3,
Plaintiff,
vs.
GOMEZ, RASSIEL, et. al.,
Defendants.
/
MOTION TO SUBSTITUTE PLAINTIFF
COMES NOW, Plaintiff, CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS
FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP
TRUST 3, by and through its undersigned attorney, and hereby moves this Court to Substitute, U.S.
BANK NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE
TRUST as Party Plaintiff in this case and in support thereof states that:
1 Plaintiff initiated the instant foreclosure action on May 9, 2016.
2 Subsequent to the filing of the complaint, the legal and/or beneficial interest of
the promissory note which is the subject of this action was transferred from CHRISTIANA
TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS
INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP TRUST 3, to U.S. BANK
NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE
TRUST by virtue of Truman 2016 SC6- Legal Title Trust Agreement and schedule “Exhibit A”.
3 Accordingly, U.S. BANK NATIONAL ASSOCIATION AS LEGAL TITLE
TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST now holds all interest in the promissory
note formerly held by CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS
FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF
ARLP TRUST 3.
4 Therefore, Plaintiff now seeks to substitute U.S. BANK NATIONAL
ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST, as
the current and proper party Plaintiff in this foreclosure action.
5 The entry of an order substituting U.S. BANK NATIONAL ASSOCIATION AS
LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST as the party Plaintiff will
not be prejudicial to any party to this action.
25594.0177
WHEREFORE, CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND
SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP TRUST 3
moves this Honorable Court for an Order substituting U.S. BANK NATIONAL ASSOCIATION AS
LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST, as the Party Plaintiff in this
action.
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing Motion to Substitute Plaintiff was
mailed this {2 day of 2016 to the following:
RASSIEL GOMEZ
1001 SW 74TH COURT
MIAMI, FL 33144
ANGGY S. GOMEZ AKA ANGGY S. ZAMBRANO
1001 SW 74TH COURT
MIAML, FL 33144
MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC
C/O ELECTRONIC DATA SYSTEMS CORP.
1901 E. VOORHEES STREET, SUITE C
DANVILLE, IL 61834
GREENSPOON MARDER, P.A.
TRADE CENTRE SOUTH, SUITE 700
100 WEST CYPRESS CREEK ROAD
FORT LAUDERDALE, FL 33309
Telephone: (954) 343 6273
Hearing Line: (888) 491-1120
Facsimile: (954) 343 6982
Email 1: brandon, loshak@gmlaw. com
Email 2: gmfog: gmlaw.com
apaha
Sp
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By:B Sq.
Bick a Bar No..99
25594.0177
EXECUTION
TRUMAN 2016 SC6, LLC,
as Depositor,
TRUMAN CAPITAL ADVISORS, LP,
as Program Manager,
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Legal Title Trustee,
and
U.S. BANK NATIONAL ASSOCIATION,
as Participation Agent
TRUST AGREEMENT
Dated as of June 24, 2016
TRUMAN 2016 SC6 TITLE TRUST
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A
TABLE OF CONTENTS
Page
ARTICLE! DEFINITIONS.
Section 1.01 Definitions... oe e900
ARTICLE II DECLARATION OF TRUST arene aenssaneranenenererseea seen 0
Section 2.01 Creation and Declaration of Trust; Acceptance and
Acknowledgment by Legal Title Trustee
Section 2.02 Initial Section 404 Notices...
Section 2.03 Transfers of Mortgage Assets
Section 2.04 Granting Clause one
Section 2.05 Liability of the Depositor and Program Manager
Section 2.06 Representations, Warranties and Covenants of the Deposito
ARTICLE Ill PARTICIPATION AGREEMENT MATTERS....esssssssscssseeseseeeeeee IL
Section 3,01 Participation AgrceMennt ...sssessessesssssecsseerssesessnresseseeessesenn sseersseeareresees EL
ARTICLE IV CONCERNING THE LEGAL TITLE TRUSTEE. 11
Section 4.01 Duties of Legal Title Trustee
Section 4.02 Action Upon Instruction ..... 13
Section 4.03 Certain Matters Affecting the Legal Title Truste:
Section 4.04 Legal Title Trustee’s Disclaimer ...... 14
Section 4,05 Compensation, Expenses and Indemnity 15
Section 4,06 Replacement of Legal Title Trustee... 1S
Section 4,07 Successor Legal Title Trustee by Merger. 16
Section 4.08 Appointment of Co-Trustee, Separate Trustee 16
Section 4.09 Eligibility; Disqualification .... 18
Section 4.10 Representations and Warranties o! e Legal Title Trustee 18
ARTICLE V PURCHASE OF THE TRUST FUND AND TERMINATION
OF THIS AGREEMENT........ssesessssee sreveetssenneseeseeeese 19
Section 5.01 Termination of Trust Agreement Upon Repurchase or
Liquidation of All Mortgage Loans .........sss.sseseeer oes 19
Section 5,02 Procedure Upon Termination of Trust Agreement 19
ARTICLE VI RIGHTS OF THE BENEFICIARY AND THE
PARTICIPATION AGENT... ssoaueesenannscessnsssecesansenesasseosennenets sereeene 20
Section 6.01 Limitation on Rights of Beneficiary 20
Section 6.02 Acts of the Participation Agent 20
ARTICLE VII MORTGAGE ASSET DOCUMENTS. wwessecsssesseees 21
160693-3-70 Trumen 2016 SC6 Title Trust
‘Trust Agreement
TABLE OF CONTE!
(continued)
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Section 7.01 Custodian To Retain Possession of Certain Documents 21
Section 7.02 Release of Asset Files... eeeseesnenesesueneanseepneaeees 2]
Section 7.03 Mortgage Loan Purchase Agreements and Interim Servicing
Agreements ....... aetssensegennnesseees 22
ARTICLE VIII TAX ADMINISTRATION.....csscossssesctecrsscesssssessneesesenseeseees tesestseennese 22
Section 8.01 Tax Administration .........:00 ase aneneen seeesnnaeseeeees sro 22
ARTICLE IX MISCELLANEOUS PROVISIONG..... 22
Section 9.01 Binding Nature of Agreement; Assignment .
Section 9,02 Merger and Integration sone 22
Section 9.03 Amendment 22
Section 9.04 Governing Law; Consent To Jurisdiction; Waiver Of Jury Trial .
Section 9.05 Notices
Section 9.06 Severabilit of Provisions....
Section 9,07 Indulgences; No Waivers aee
Section 9.08 Headings ...
Section 9.09 Beneficiaries ,
Section 9.10 Counterparts.
Section 9.11 Confidentiality 26
Section 9.12 No Petition... 26
ATTACHMENTS
Exhibit A Form of Section 404 Notice
Exhibit B Form of Transfer Supplement
760693-3-70 Truman 2016 SC6 Titte Trust
Trust
u
This TRUST AGREEMENT (as such may be amended or supplemented from time to
time, the “Agreement”) dated and effective as of June 24, 2016 (the “Effective Date”), is by and
among TRUMAN 2016 SC6, LLC, as depositor (the “Depositor”), TRUMAN CAPITAL
ADVISORS, LP, as program manager (the “Program Manager”), U.S. BANK NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity, but solely as legal
title trustee (the “Legal Title Trustee”) and U.S. BANK NATIONAL ASSOCIATION, as
participation agent (in such capacity, the “Participation Agent”).
PRELIMINARY STATEMENT
WHEREAS, the Depositor has acquired and will convey from time to time, on each
applicable Transfer Date, the related Mortgage Assets identified on Schedule I to the related
Transfer Supplement and certain other property;
WHEREAS, immediately prior to each such transfer the Depositor shall be the owner of
the Mortgage Assets and the other property being conveyed by it to the Legal Title Trustee
hereunder for inclusion in the Trust Fund;
WHEREAS, the Depositor has duly authorized the execution and delivery of this
Agreement to provide for the conveyance on each Transfer Date to the Legal Title Trustee of the
Mortgage Assets and other property constituting the Trust Fund and creation of the Trust Fund;
and
WHEREAS, the beneficiary of the Trust Fund created hereby (the “Beneficiary”) shall be
the Depositor;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Capitalized terms used in this Agreement, unless the context
otherwise requires, shall have the meanings set forth below,
Adverse Claim: Any claim of ownership or any lien, security interest, title retention,
trust or other charge or encumbrance, or other type of preferential arrangement having the effect
or purpose of creating a lien or security interest, other than any security interest created under
this Agreement.
Affiliate: With respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with such specified Person. For
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.
140895:3-70 ‘Truman 2016 SC6 Title Trust
Agreement: This Trust Agreement and all amendments and supplements hereto.
Asset File: With respect to a Mortgage Asset, the related Mortgage File or REO File,
applicable.
Asset Schedule: The list of Mortgage Assets, legal title to which is to be acquired by the
Legal Title Trustee and included in the Trust Fund (but which Mortgage Assets are subject to the
rights of the related Participants under the Participation Agreement), attached to the related
Transfer Supplement as Schedule I thereto (as such schedule may be amended or supplemented
from time to time or in such other form as shall be acceptable to the parties hereto), in each case
containing, with respect to each Mortgage Asset, the information identified in the definition of
“Asset Schedule” in the Participation Agreement.
Assignment: With respect to any Mortgage Loan, an assignment of the Mortgage, notice
of transfer or equivalent instrument sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect of record the transfer of such Mortgage.
Authorized Officer: With respect to any corporation or limited liability company, the
chairman of the board, the president, any vice president, the secretary, the treasurer, any assistant
secretary, any assistant treasurer and each other officer of such corporation or the members and
manager of such limited liability company specifically authorized in resolutions of the Board of
Directors of such corporation or members or managers authorized in the operating agreement of
such limited liability company to sign agreements, instruments or other documents in connection
with this Agreement on behalf of such corporation or limited liability company, as the case may
be. With respect to any trust, any designated officer of such trust, the corporate trustee or any
individual co-trustee.
Beneficiary: As defined in the Preliminary Statement hereto.
Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day on which the
Federal Reserve or the New York Stock Exchange is closed, or (iii) a day on which banks in the
States of Minnesota or New York (or such other states in which the principal offices of the Legal
Title Trustee are subsequently located, as specified in writing by such party to the other parties
hereto) are required, or authorized by law, to close.
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.
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.
760693-3-70 Truman 2016 SC6 Title Trust
Cooperative Property: The real property and improvements owned by a Cooperative
Corporation, including the allocation of individual dwelling units to the holders of the shares of
the Cooperative Corporation.
Cooperative Shares: Shares issued by a Cooperative Corporation,
Custodial Agreement: The custodial agreement to be dated as of June 24, 2016, among
JPMorgan Chase Bank, National Association, as buyer, Truman 2016 SC6 ML, LLC and
Truman 2016 SC6 REO, LLC, as sellers, the Legal Title Trustee and the Custodian, as such may
be amended by the parties thereto from time to time.
todian: U.S. Bank National Association, a national banking association, not in its
individual capacity but solely as Custodian, any successor in interest, or any successor custodian
appointed under the Custodial Agreement.
Cut-off Date: With respect to a Mortgage Asset, the date specified in the related Transfer
Supplement.
Depositor: Truman 2016 SC6, LLC, and its successors and assigns, or any successor to
the Depositor under this Agreement.
Effective Date: As defined in the recitals hereto.
Governmental Authority: The United States of America, any state, local or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or
administrative functions thereof or pertaining thereto.
Helping Families Act: The Helping Families Save Their Homes Act of 2009
(P.L. 111-22, 123 Stat. 1632), as the same may be amended from time to time.
Interim Servicer: With respect to a Mortgage Asset, the Interim Servicer, if any,
specified on the related Transfer Supplement, and any successor in interest or assign.
Interim Servicer Reporting Date: With respect to any Interim Servicing Agreement, the
“Interim Servicer Reporting Date” (if any) specified on the related Transfer Supplement.
Interim Servicing Agreement: With respect to a Mortgage Asset, the “Interim Servicing
Agreement” (if any) specified on the related Transfer Supplement.
.
Interim Ser iod: With respect to a Mortgage Asset, the “Interim Servicing
Period” (if any) specified on the related Transfer Supplement,
Legal Title Basic Documents: This Agreement, each Transfer Supplement, the
Participation Agreement (including any related documents), the Servicing Agreement (including
any related documents), the Custodial Agreement (including any related documents), each
Mortgage Loan Purchase Agreement and each Interim Servicing Agreement,
760693-3-70 Truman 2016 SC6 Title Trust
Trust
Legal Title Trustee: U.S. Bank National Association, not in its individual capacity but
solely as legal title trustee of Truman 2016 SC6 Title Trust, or any successor in interest, or if any
successor legal title trustee shall be appointed as herein provided, then such successor trustee.
Loan Collateral: With respect to any Mortgage Loan, the related Mortgaged Property and
any personal property securing such Mortgage Loan, including any lessor’s interest in such
property, whether characterized or recharacterized as an ownership or security interest, and
including any accounts or deposits pledged to secure such Mortgage Loan.
Mortgage: The written instrument creating a valid lien on a Mortgaged Property, which
instrument may be in the form of a mortgage, deed of trust, deed to secure debt, security deed,
certificate of title or other instrument creating a lien on or interest in the Loan Collateral.
Mortgage Asset: Each Mortgage Loan and REO Property owned by the Legal Title
Trustee for the benefit of the Beneficiary and the related Participant.
Mortgage File: As defined in the Custodial Agreement.
Mortgage Loan:
(a) a fixed or adjustable rate, closed-end (which term includes a revolving line of
credit under which no additional amounts may be drawn) mortgage loan and promissory note,
including the right to payment of any interest or finance charges and other obligations of the
Mortgagor with respect thereto, listed on the Asset Schedule, legal title to which is included as
part of the Trust Fund;
(b) all security interests or liens and any real and personal property subject thereto
from time to time purporting to secure payment by the related Mortgagor;
©) all guarantees, indemnities and warranties and any proceeds thereof, proceeds of
insurance policies, Uniform Commercial Code financing statements, certificates of title or other
title documentation and other agreements or arrangements of whatever character from time to
time supporting or securing payment of such mortgage loan;
@) all collections with respect to any of the foregoing;
© all Records with respect to any of the foregoing; and
all proceeds of any of the foregoing.
Mortgage Loan Purchase Agreement: With respect to a Mortgage Asset, the purchase or
sale agreement pursuant to which the Depositor acquired such Mortgage Asset from the related
Transferor and specified as “Mortgage Loan Purchase Agreement” on the related Transfer
Supplement.
Mortgage Note: The original executed promissory note evidencing the indebtedness of a
Mortgagor under a Mortgage Loan or if such Mortgage is not evidenced by a promissory note,
160693-3-70 Truman 2016 SC6 Title Trust
the original executed document or other instrument primarily evidencing the indebtedness of the
Mortgagor under such Mortgage Loan.
Mortgaged Property: Any of (x) the fee simple interest in real property, together with
improvements thereto and any fixtures, leases and other real or personal property securing the
related Mortgage Note, or (y) in the case of a Cooperative Loan, the related Cooperative Shares
and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage
Loan.
Mortgagor: With respect to any Mortgage Loan, the Person or Persons primarily
obligated under the related Mortgage Note.
Officer’s Certificate: With respect to any Person, a certificate signed by an Authorized
Officer of such Person or, in the case of a Servicer, by a Servicing Officer, and in each case
delivered to the Legal Title Trustee.
Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and
substance to the Legal Title Trustee, and who may be in-house or outside counsel to the
Depositor, the Program Manager, the Participation Agent or a Servicer, but which must be
independent outside counsel with respect to any such opinion of counsel concerning matters with
respect to the Code. Any Opinion of Counsel shall not be at the expense of the Legal Title
Trustee.
Outstanding Amount: With respect to any Mortgage Loan and any date of determination,
the outstanding principal balance of such Mortgage Loan. With respect to any REO Property
and any date of determination, the outstanding principal balance of the related mortgage loan at
the time such mortgage loan became an REO Property.
Participant: As defined in the Participation Agreement.
Participation Agent: As defined in the Participation Agreement,
Participation Agreement: That certain master participation agreement to be dated as of
June 24, 2016, among the Legal Title Trustee for the Trust, the Depositor, the Program Manager,
and the Participation Agent, as such may be amended by the parties thereto from time to time.
Participation Interest; As defined in the Participation Agreement.
Participation Interest Account; As defined in the Participation Agreement.
Person: An individual, partnership, corporation (including a statutory trust),
unincorporated organization, joint stock company, limited liability company, trust, association,
joint venture, Governmental Authority or any other entity of whatever nature.
Program Manager: Truman Capital Advisors, LP, or any successor in interest.
Proprietary Lease: With respect to any Cooperative Property, a lease or occupancy
agreement between a Cooperative Corporation and a holder of related Cooperative Shares.
760693-3-70 Truman 2016 SC6 Title Trust
‘Trust Agreement
Purchase Price: With respect to any Mortgage Asset that is transferred to the Legal Title
Trustee pursuant to the related Transfer Supplement, the price paid for such Mortgage Asset
pursuant to such transfer or sale.
Recognition Agreement: With respect to any Cooperative Loan, an agreement between
the related Cooperative Corporation and the originator of such Mortgage Loan to establish the
rights of such originator in the related Cooperative Property.
6
Records: With respect to the Mortgage Assets and the related Mortgagors, all
documents, books, records and other information (including, without limitation, computer
programs, tapes, disks, punch cards, data processing software and related property and rights)
prepared and maintained by any Servicer on behalf of the Legal Title Trustee.
REO File: As defined in the Custodial Agreement.
REO Property: Either (i) Loan Collateral acquired by the Legal Title Trustee, or by any
Servicer (or agent or nominee thereof) on behalf of the Legal Title Trustee, through foreclosure
or deed-in-lieu of foreclosure or otherwise in connection with a defaulted Mortgage Loan or (ii)
mortgage loan collateral acquired by the Legal Title Trustee for the Trust Fund for the benefit of
the Beneficiary and the related Participants or by the related Transferor through foreclosure or
deed-in-lieu of foreclosure or otherwise in connection with a defaulted mortgage loan prior to the
transfer of such property to the Legal Title Trustee.
Responsible Officer: Any vice president, any assistant vice president, any secretary, any
assistant secretary, any treasurer, any assistant treasurer, any corporate trust officer or any other
officer of the Legal Title Trustee customarily performing functions similar to those performed by
any of the above-designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge or and familiarity
with the particular subject, in each case having direct responsibility for the administration of this
Agreement.
Security Agreement: With respect to any Cooperative Loan, the agreement between the
owner of the related Cooperative Shares and the originator of the related Mortgage Loan that
defines the terms of the security interest in such Cooperative Shares and the related Proprietary
Lease, as such may be amended by the parties thereto from time to time.
Section 404 Notice: The notice required under Section 404 of the Helping Families Act.
Servicer: With respect to a Mortgage Asset, the servicer specified on related Transfer
Supplement and any successor in interest or assign,
Servicing Agreement: With respect to a Mortgage Asset, the related “Servicing
Agreement” specified on each Transfer Supplement.
Servicing Officer: With respect to a Servicer, any officer or employee of the related
Servicer involved in, or responsible for, the administration and servicing of the related Mortgage
Loans and REO Properties whose name appears on a list of servicing officers attached to an
760693-3-70 Truman 2016 SC6 Title Trust
Officer’s Certificate furnished by the related Servicer to the Participation Agent and the Legal
Title Trustee, as such list may be amended from time to time.
ervicing Transfer Date: With respect to a Mortgage Asset, the “Servicing Transfer
Date” (if any) specified on the related Transfer Supplement.
Sub-Participation Interest Account: As defined in the Participation Agreement.
Transfer Date: With respect to a Mortgage Asset, the date on which such Mortgage Asset
is conveyed by the Depositor to the Legal Title Trustee pursuant to Section 2.01 hereof and
Section 3 of the related Transfer Supplement.
ransfer Supplement: A transfer supplement in the form of Exhibit C hereto, which may
be transmitted electronically by the Depositor and the Program Manager to the Legal Title
Trustee and the Participation Agent.
Transferor: With respect to a Mortgage Asset, the transferor specified on the related
Transfer Supplement, from whom the Depositor acquired such Mortgage Asset pursuant to the
related Mortgage Loan Purchase Agreement, and any successor in interest or assign.
t: The Truman 2016 SC6 Title Trust, a trust created by this Agreement
‘rust Formation Date: June 24, 2016.
Trust Fund: The property held in trust by the Legal Title Trustee for the benefit of the
Beneficiary and the Participants pursuant to this Agreement and the Participation Agreement,
consisting of the Mortgage Assets (in each case subject to all rights of the related Participant
under the Participation Agreement), together with a cash deposit into the Participation Interest
Account by the Depositor of $100 to be made as of the Trust Formation Date and all other rights
and items referred to in, and assigned or conveyed to the Legal Title Trustee as set forth under,
Section 2.01(a) hereof. For the avoidance of doubt, 100% of the beneficial interest in each
Mortgage Asset will have been transferred to the related Participant, as of each Transfer Date,
pursuant to the Participation Agreement.
ARTICLE II
DECLARATION OF TRUST
Section 2.01 ation and De ono ptan dgment b
Legal Title Trustee. (a) On the Trust Formation Date and upon thee execution of this Agreement,
the Depositor has caused to be made with the Legal Title Trustee into the Participation Interest
Account a cash deposit of $100, which amount, upon termination of the Trust Fund, shall be
distributable to or at the order of the Beneficiary pursuant to Section 5.01(c) hereof. The Legal
Title Trustee hereby acknowledges receipt of such cash deposit in trust from the Depositor,
which amount shall constitute the initial Trust Fund. The Legal Title Trustee hereby declares
that it will hold the Trust Fund in trust for the Beneficiary and the Participants.
760693-3-70 Truman 2016 SC6 Title Trust
‘Trust Agreement
The purpose of the Trust is to hold, protect and preserve the Trust Fund for the benefit of
the Beneficiary and the Participants and not to carrying on or transact business. The parties
intend that the Trust shall not be a “business trust” within the meaning of Chapter 1 of the New
York General Associations Law nor a “business trust” within the meaning the United States
Bankruptcy Code, 11. U.S.C. § 101. The name of the Trust created hereby for purposes of the
applicable Uniform Commercial Code that governs the perfection of any security interest
(including any interest of a buyer of receivables) granted by the Legal Title Trustee is “Truman
2016 SC6 Title Trust.” The equity owner of the Trust shall be the owner or owners of any
outstanding Participation Interests.
(b) As contemplated by the execution and delivery of this Agreement, concurrently
with the execution and delivery of each Transfer Supplement on or following the Effective Date,
the Depositor hereby sells, transfers, assigns, sets over, deposits with and otherwise conveys to
the Legal Title Trustee, in trust, without recourse (except to the extent specified herein), all right,
title and interest of the Depositor in and to (except to the extent specified herein or in the related
Transfer Supplement), all right, title and interest of the Depositor in and to the related Mortgage
Assets (in each case, as of the related Transfer Date), including in each case all Outstanding
Amounts related thereto at any time and collections in respect thereof received after the related
Cut-off Date, the right to all payments of principal and interest or proceeds received with respect
to such Mortgage Assets after the related Cut-off Date (expressly excluding any amounts
received prior to such Cut-off Date), the Asset Files and the proceeds thereof, the Depositor’s
and/or the related Transferor’s rights under any insurance policies related to such Mortgage
Assets, the Depositor’s and/or the related Transferor’s security interest in any collateral pledged
to secure such Mortgage Assets, including the Mortgaged Properties, and any proceeds of the
foregoing. Unless otherwise consented to by the Program Manager, each such conveyance shall
include, without limitation, all accounts, accounts receivable, contract rights, claims, choses in
action, general intangibles, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment
property, uncertificated securities and rights to payment of any and every kind consisting of,
arising from or relating to the foregoing assets.
(©) In connection with such transfer and assignment of Mortgage Assets as provided
above and in any related Transfer Supplement, the Depositor does hereby and shall thereby also
sell, transfer, assign and otherwise convey to the Legal Title Trustee for the Trust Fund for the
Beneficiary of the Trust Fund and the related Participants (subject to the proviso below) all of the
Depositor’s rights, with respect to the Mortgage Assets under each related Mortgage Loan
Purchase Agreement, each Interim Servicing Agreement and any other agreement or instrument
identified in the related Transfer Supplement, and the Legal Title Trustee shall, subject to the
provisions hereof, be entitled to exercise all of the rights of the Depositor under such agreements
and instruments,
@) In connection with such transfer and assignment as provided above, the Depositor
shall deliver or shall cause to be delivered the related Asset Files in accordance with the terms of
the Custodial Agreement. For the avoidance of doubt, on each Transfer Date, pursuant to the
terms of the Custodial Agreement, a “Transaction Addendum” (as defined therein) shall be
executed with respect to the related Mortgage Assets.
760693-3-70 Truman 2016 SC6 Title Trust
(e) The Depositor hereby covenants to deliver or cause to be delivered, on each
Transfer Date, the applicable Mortgage Assets and any other applicable property and
documentation constituting or related to the Trust Fund.
f The Legal Title Trustee, by execution and delivery hereof accepts the Trust Fund
and by execution and delivery of each related Transfer Supplement, will acknowledge receipt (by
the Custodian on behalf of the Legal Title Trustee) of the Asset Files pertaining to the Mortgage
Assets listed on the Asset Schedule attached to such Transfer Supplement, subject to any defects
or exceptions noted in the certification given pursuant to the Custodial Agreement and further
subject to the Custodian’s review thereof as specified therein. The Legal Title Trustee declares
that it holds and will hold all assets included in the definition of “Trust Fund” from time to time
in trust, pursuant to the terms of this Agreement, for the benefit of the Beneficiary and the
Participants.
Section 2.02 Initial Section 404 Notices. The Program Manager, on behalf of the Legal
Title Trustee and at the expense of the Trust Fund, shall prepare and distribute the Section 404
Notice within 30 days of each Transfer Date to each Mortgagor in connection with the sale of the
related Mortgage Loans to the Legal Title Trustee for the Trust Fund for the benefit of the
Beneficiary of the Trust Fund and the related Participants. Each such Section 404 Notice shall
conform to the form of notice attached hereto as Exhibit A, subject to any changes necessitated
by applicable law and regulatory guidance and approved by the Legal Title Trustee. The
Program Manager shall promptly send written confirmation to the Legal Title Trustee upon its
completion of distribution of such Section 404 Notices. Each of the Program Manager and the
Legal Title Trustee shall be reimbursed by the Participation Agent on behalf of the related
Participants pursuant to the terms of the Participation Agreement for any respective costs and
expenses incurred by it in connection with such Section 404 Notices from amounts on deposit in
the Participation Interest Account prior to distributions to the related Participants.
Section 2.03 Transfers of Mortgage Assets. The Participation Agent, on behalf and at
the direction of the related Participant, may direct the Legal Title Trustee to sell or transfer any
Mortgage Asset to another Person (identified by the Participation Agent). The Legal Title
Trustee shall deposit any Purchase Price received in connection with such sale or transfer with
the Participation Agent for deposit in the Participation Interest Account and for further deposit in
the Sub-Participation Interest Account for the related Participant by the Participation Agent. The
Legal Title Trustee shall, in accordance with any such direction, enter into one or more sale or
assignment agreements and transfer any such Mortgage Assets and other assets to the transferee
identified by the Participation Agent on behalf of the Beneficiary and the related Participant.
Promptly following any such transfer of Mortgage Assets, the Legal Title Trustee shall
cause the Custodian, pursuant to Section 9 of the Custodial Agreement, to release the Asset Files
to the transferee of such Mortgage Assets, or otherwise upon its order. Promptly following any
transfer of Mortgage Assets, the Legal Title Trustee shall notify each related Servicer in writing
of the date of sale and the identity of the transferee.
In connection with any transfer of a Mortgage Loan as set forth herein, the Depositor
agrees to cause the related transferee to comply with its obligation to send the related
Section 404 Notice required under the Helping Families Act. The Legal Title Trustee shall not
140693.3-70 ‘Truman 2016 SC6 Title Trust
*
bear any costs relating to the preparation or distribution of any such Section 404 Notice. The
Depositor shall be reimbursed for any costs and expenses incurred by it in connection with such
Section 404 Notices by the Participation Agent on behalf of the related Participants as provided
in the Participation Agreement.
Any servicing-related transfer costs associated with a transfer of the Mortgage Assets for
servicing shall be paid or reimbursed as and to the extent provided for in the Participation
Agreement.
Section 2.04 Granting Clause. The conveyance of the Depositor’s right, title and
interest in and to property constituting the Trust Fund pursuant to this Agreement and any related
Transfer Supplement shall constitute, and shall be construed as, a sale of such property and not a
grant of a security interest to secure a loan. Following the Effective Date, it is intended that the
conveyance of the Depositor’s right, title and interest in and té property constituting the Trust
Fund pursuant to this Agreement and any related Transfer Supplement shall constitute, and shall
be construed as, a sale of such property and not a grant of a security interest to secure a loan.
However, if any such conveyance is deemed to be in respect of a loan, it is intended that the
rights and obligations of the parties shall be established pursuant to the terms of this Agreement
(and any related Transfer Supplements). If the trust created by this Agreement terminates prior
to the satisfaction of the claims of the Beneficiary, the Participation Agent and the Participants,
the Legal Title Trustee shall be deemed to be the collateral agent for the benefit of such Person,
and all proceeds shall be distributed as herein provided. In the event the Legal Title Trustee is
deemed to be collateral agent, the parties hereto agree to enter into an agreement governing the
Legal Title Trustee’s role as collateral agent.
Section 2.05 Liability of the Depositor and Program Manager.
@) Each of the Depositor and the Program Manager shall be liable in accordance
herewith only to the extent of the obligations specifically imposed by the Legal Title Basic
Documents.
() None of the Depositor, the Program Manager or any of their members, directors,
managers, officers, employees or agents, shall be under any liability to the Trust Fund or the
Legal Title Trustee for any action taken, or for refraining from the taking of any action, in good
faith pursuant to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor or the Program Manager against any breach of
warranties or representations made herein, or against any specific liability imposed on any such
party pursuant to this Agreement or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance of their duties or
by reason of reckless disregard of their obligations or duties hereunder.
(c) Each of the Depositor and the Program Manager and any of their members,
directors, managers, officers, employees or agents, may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting any matters
arising hereunder.
760693-3-70 Truman 2016 $C6 Title Trust
Trust Agreement
10
@) Each of the Depositor and the Program Manager shall be indemnified and held
harmless from the Trust Fund and the related Participants (to be paid by the Participation Agent
on behalf of the related Participants pursuant to the terms of the Participation Agreement) against
any loss, liability or expense (except as otherwise provided therein with respect to expenses)
(including reasonable legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, this Agreement, the Participation
Interests, the Servicing Agreements or the transactions contemplated hereby or thereby (except
to the extent that the Depositor or the Program Manager, as applicable, is indemnified by a
Servicer under the related Servicing Agreement), other than any such loss, liability or expense
related to the Depositor’s or the Program Manager's, as applicable, failure to perform its duties
in compliance with this Agreement or any such loss, liability or expense incurred by reason of
the Depositor’s or the Program Manager’, as applicable, willful misfeasance, bad faith or gross
negligence in the performance of its own duties hereunder or by reason of reckless disregard of
its own obligations and duties hereunder.
(e) Neither the Depositor nor the Program Manager shall be under any obligation to
appear in, prosecute or defend any legal action that is not incidental to its duties under this
Agreement and that in its opinion may involve it in any expense or liability; provided, however,
that the Depositor or the Program Manager, as applicable, may in its discretion undertake any
such action which it may deem necessary or desirable with respect to this Agreement and the
rights and duties of the parties hereto and the interests of the Participants and for the benefit of
the Trust Fund. In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Participants, and the Depositor
and the Program Manager, as applicable, shall be entitled to be reimbursed therefor as provided
in the Participation Agreement.
Neither the Depositor nor the Program Manager shall be liable for any acts or
omissions of any Servicer.
Section 2,06 Representations, Warranties and Covenants of the Depositor.
(a) The Depositor hereby represents, warrants and covenants to the parties hereto for
their own benefit and for the benefit of the Beneficiary and the Participants that, as of the Trust
Formation Date and as of each Transfer Date:
(i) The Depositor has been duly formed and is validly existing as a limited
liability company in good standing under the laws of the State of Delaware, with full
power and authority to own its assets and conduct its business as presently being
conducted.
(ii) The execution and delivery of this Agreement by the Depositor and its
performance and compliance with the terms of this Agreement have been duly authorized
by all necessary company action on the part of the Depositor.
(iii) This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid, legal and binding obligation of the Depositor,
enforceable against it in accordance with the terms hereof, except as the enforcement
760693-3-70 Truman 2016 $C6 Title Trust
Trat
11
hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally and by general principles of
equity (whether considered in a proceeding or action in equity or at law).
(iv) The Depositor is not in violation of, and the execution, delivery and
performance of this Agreement by the Depositor and its compliance with the terms hereof
will not constitute a violation with respect to, any existing law or regulation or any order
or decree of any court or any order, regulation or demand of any federal, state, municipal
or governmental agency, which violation would materially and adversely affect the
condition (financial or other) or operations of the Depositor or its properties or would
have consequences that would adversely affect its performance hereunder.
ARTICLE II
PARTICIPATION AGREEMENT MATTERS
Section 3.01 Participation Agreement. On the date specified by the Depositor to the
Legal Title Trustee, the Legal Title Trustee and the Program Manager shall enter into the
Participation Agreement with U.S. Bank National Association, in its capacity as Participatio
Preview
Filing # 45361162 E-Filed 08/17/2016 04:50:55 PM IN THE CIRCUIT COURT OF THE 20TH JUDICIAL — CIRCUIT, IN. AND FOR CHARLOTTE COUNTY, FLORIDA. CASE No. 16000841CA CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP TRUST 3, Plaintiff, vs. GOMEZ, RASSIEL, et. al., Defendants. / MOTION TO SUBSTITUTE PLAINTIFF COMES NOW, Plaintiff, CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP TRUST 3, by and through its undersigned attorney, and hereby moves this Court to Substitute, U.S. BANK NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST as Party Plaintiff in this case and in support thereof states that: 1 Plaintiff initiated the instant foreclosure action on May 9, 2016. 2 Subsequent to the filing of the complaint, the legal and/or beneficial interest of the promissory note which is the subject of this action was transferred from CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP TRUST 3, to U.S. BANK NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST by virtue of Truman 2016 SC6- Legal Title Trust Agreement and schedule “Exhibit A”. 3 Accordingly, U.S. BANK NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST now holds all interest in the promissory note formerly held by CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP TRUST 3. 4 Therefore, Plaintiff now seeks to substitute U.S. BANK NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST, as the current and proper party Plaintiff in this foreclosure action. 5 The entry of an order substituting U.S. BANK NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST as the party Plaintiff will not be prejudicial to any party to this action. 25594.0177 WHEREFORE, CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE OF ARLP TRUST 3 moves this Honorable Court for an Order substituting U.S. BANK NATIONAL ASSOCIATION AS LEGAL TITLE TRUSTEE FOR TRUMAN 2016 SC6 TITLE TRUST, as the Party Plaintiff in this action. CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing Motion to Substitute Plaintiff was mailed this {2 day of 2016 to the following: RASSIEL GOMEZ 1001 SW 74TH COURT MIAMI, FL 33144 ANGGY S. GOMEZ AKA ANGGY S. ZAMBRANO 1001 SW 74TH COURT MIAML, FL 33144 MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC C/O ELECTRONIC DATA SYSTEMS CORP. 1901 E. VOORHEES STREET, SUITE C DANVILLE, IL 61834 GREENSPOON MARDER, P.A. TRADE CENTRE SOUTH, SUITE 700 100 WEST CYPRESS CREEK ROAD FORT LAUDERDALE, FL 33309 Telephone: (954) 343 6273 Hearing Line: (888) 491-1120 Facsimile: (954) 343 6982 Email 1: brandon, loshak@gmlaw. com Email 2: gmfog: gmlaw.com apaha Sp ogute By:B Sq. Bick a Bar No..99 25594.0177 EXECUTION TRUMAN 2016 SC6, LLC, as Depositor, TRUMAN CAPITAL ADVISORS, LP, as Program Manager, U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Legal Title Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Participation Agent TRUST AGREEMENT Dated as of June 24, 2016 TRUMAN 2016 SC6 TITLE TRUST ‘Xo . \ aa! A TABLE OF CONTENTS Page ARTICLE! DEFINITIONS. Section 1.01 Definitions... oe e900 ARTICLE II DECLARATION OF TRUST arene aenssaneranenenererseea seen 0 Section 2.01 Creation and Declaration of Trust; Acceptance and Acknowledgment by Legal Title Trustee Section 2.02 Initial Section 404 Notices... Section 2.03 Transfers of Mortgage Assets Section 2.04 Granting Clause one Section 2.05 Liability of the Depositor and Program Manager Section 2.06 Representations, Warranties and Covenants of the Deposito ARTICLE Ill PARTICIPATION AGREEMENT MATTERS....esssssssscssseeseseeeeeee IL Section 3,01 Participation AgrceMennt ...sssessessesssssecsseerssesessnresseseeessesenn sseersseeareresees EL ARTICLE IV CONCERNING THE LEGAL TITLE TRUSTEE. 11 Section 4.01 Duties of Legal Title Trustee Section 4.02 Action Upon Instruction ..... 13 Section 4.03 Certain Matters Affecting the Legal Title Truste: Section 4.04 Legal Title Trustee’s Disclaimer ...... 14 Section 4,05 Compensation, Expenses and Indemnity 15 Section 4,06 Replacement of Legal Title Trustee... 1S Section 4,07 Successor Legal Title Trustee by Merger. 16 Section 4.08 Appointment of Co-Trustee, Separate Trustee 16 Section 4.09 Eligibility; Disqualification .... 18 Section 4.10 Representations and Warranties o! e Legal Title Trustee 18 ARTICLE V PURCHASE OF THE TRUST FUND AND TERMINATION OF THIS AGREEMENT........ssesessssee sreveetssenneseeseeeese 19 Section 5.01 Termination of Trust Agreement Upon Repurchase or Liquidation of All Mortgage Loans .........sss.sseseeer oes 19 Section 5,02 Procedure Upon Termination of Trust Agreement 19 ARTICLE VI RIGHTS OF THE BENEFICIARY AND THE PARTICIPATION AGENT... ssoaueesenannscessnsssecesansenesasseosennenets sereeene 20 Section 6.01 Limitation on Rights of Beneficiary 20 Section 6.02 Acts of the Participation Agent 20 ARTICLE VII MORTGAGE ASSET DOCUMENTS. wwessecsssesseees 21 160693-3-70 Trumen 2016 SC6 Title Trust ‘Trust Agreement TABLE OF CONTE! (continued) qg Section 7.01 Custodian To Retain Possession of Certain Documents 21 Section 7.02 Release of Asset Files... eeeseesnenesesueneanseepneaeees 2] Section 7.03 Mortgage Loan Purchase Agreements and Interim Servicing Agreements ....... aetssensegennnesseees 22 ARTICLE VIII TAX ADMINISTRATION.....csscossssesctecrsscesssssessneesesenseeseees tesestseennese 22 Section 8.01 Tax Administration .........:00 ase aneneen seeesnnaeseeeees sro 22 ARTICLE IX MISCELLANEOUS PROVISIONG..... 22 Section 9.01 Binding Nature of Agreement; Assignment . Section 9,02 Merger and Integration sone 22 Section 9.03 Amendment 22 Section 9.04 Governing Law; Consent To Jurisdiction; Waiver Of Jury Trial . Section 9.05 Notices Section 9.06 Severabilit of Provisions.... Section 9,07 Indulgences; No Waivers aee Section 9.08 Headings ... Section 9.09 Beneficiaries , Section 9.10 Counterparts. Section 9.11 Confidentiality 26 Section 9.12 No Petition... 26 ATTACHMENTS Exhibit A Form of Section 404 Notice Exhibit B Form of Transfer Supplement 760693-3-70 Truman 2016 SC6 Titte Trust Trust u This TRUST AGREEMENT (as such may be amended or supplemented from time to time, the “Agreement”) dated and effective as of June 24, 2016 (the “Effective Date”), is by and among TRUMAN 2016 SC6, LLC, as depositor (the “Depositor”), TRUMAN CAPITAL ADVISORS, LP, as program manager (the “Program Manager”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as legal title trustee (the “Legal Title Trustee”) and U.S. BANK NATIONAL ASSOCIATION, as participation agent (in such capacity, the “Participation Agent”). PRELIMINARY STATEMENT WHEREAS, the Depositor has acquired and will convey from time to time, on each applicable Transfer Date, the related Mortgage Assets identified on Schedule I to the related Transfer Supplement and certain other property; WHEREAS, immediately prior to each such transfer the Depositor shall be the owner of the Mortgage Assets and the other property being conveyed by it to the Legal Title Trustee hereunder for inclusion in the Trust Fund; WHEREAS, the Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance on each Transfer Date to the Legal Title Trustee of the Mortgage Assets and other property constituting the Trust Fund and creation of the Trust Fund; and WHEREAS, the beneficiary of the Trust Fund created hereby (the “Beneficiary”) shall be the Depositor; NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Capitalized terms used in this Agreement, unless the context otherwise requires, shall have the meanings set forth below, Adverse Claim: Any claim of ownership or any lien, security interest, title retention, trust or other charge or encumbrance, or other type of preferential arrangement having the effect or purpose of creating a lien or security interest, other than any security interest created under this Agreement. Affiliate: With respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For 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. 140895:3-70 ‘Truman 2016 SC6 Title Trust Agreement: This Trust Agreement and all amendments and supplements hereto. Asset File: With respect to a Mortgage Asset, the related Mortgage File or REO File, applicable. Asset Schedule: The list of Mortgage Assets, legal title to which is to be acquired by the Legal Title Trustee and included in the Trust Fund (but which Mortgage Assets are subject to the rights of the related Participants under the Participation Agreement), attached to the related Transfer Supplement as Schedule I thereto (as such schedule may be amended or supplemented from time to time or in such other form as shall be acceptable to the parties hereto), in each case containing, with respect to each Mortgage Asset, the information identified in the definition of “Asset Schedule” in the Participation Agreement. Assignment: With respect to any Mortgage Loan, an assignment of the Mortgage, notice of transfer or equivalent instrument sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the transfer of such Mortgage. Authorized Officer: With respect to any corporation or limited liability company, the chairman of the board, the president, any vice president, the secretary, the treasurer, any assistant secretary, any assistant treasurer and each other officer of such corporation or the members and manager of such limited liability company specifically authorized in resolutions of the Board of Directors of such corporation or members or managers authorized in the operating agreement of such limited liability company to sign agreements, instruments or other documents in connection with this Agreement on behalf of such corporation or limited liability company, as the case may be. With respect to any trust, any designated officer of such trust, the corporate trustee or any individual co-trustee. Beneficiary: As defined in the Preliminary Statement hereto. Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day on which the Federal Reserve or the New York Stock Exchange is closed, or (iii) a day on which banks in the States of Minnesota or New York (or such other states in which the principal offices of the Legal Title Trustee are subsequently located, as specified in writing by such party to the other parties hereto) are required, or authorized by law, to close. 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. 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. 760693-3-70 Truman 2016 SC6 Title Trust Cooperative Property: The real property and improvements owned by a Cooperative Corporation, including the allocation of individual dwelling units to the holders of the shares of the Cooperative Corporation. Cooperative Shares: Shares issued by a Cooperative Corporation, Custodial Agreement: The custodial agreement to be dated as of June 24, 2016, among JPMorgan Chase Bank, National Association, as buyer, Truman 2016 SC6 ML, LLC and Truman 2016 SC6 REO, LLC, as sellers, the Legal Title Trustee and the Custodian, as such may be amended by the parties thereto from time to time. todian: U.S. Bank National Association, a national banking association, not in its individual capacity but solely as Custodian, any successor in interest, or any successor custodian appointed under the Custodial Agreement. Cut-off Date: With respect to a Mortgage Asset, the date specified in the related Transfer Supplement. Depositor: Truman 2016 SC6, LLC, and its successors and assigns, or any successor to the Depositor under this Agreement. Effective Date: As defined in the recitals hereto. Governmental Authority: The United States of America, any state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions thereof or pertaining thereto. Helping Families Act: The Helping Families Save Their Homes Act of 2009 (P.L. 111-22, 123 Stat. 1632), as the same may be amended from time to time. Interim Servicer: With respect to a Mortgage Asset, the Interim Servicer, if any, specified on the related Transfer Supplement, and any successor in interest or assign. Interim Servicer Reporting Date: With respect to any Interim Servicing Agreement, the “Interim Servicer Reporting Date” (if any) specified on the related Transfer Supplement. Interim Servicing Agreement: With respect to a Mortgage Asset, the “Interim Servicing Agreement” (if any) specified on the related Transfer Supplement. . Interim Ser iod: With respect to a Mortgage Asset, the “Interim Servicing Period” (if any) specified on the related Transfer Supplement, Legal Title Basic Documents: This Agreement, each Transfer Supplement, the Participation Agreement (including any related documents), the Servicing Agreement (including any related documents), the Custodial Agreement (including any related documents), each Mortgage Loan Purchase Agreement and each Interim Servicing Agreement, 760693-3-70 Truman 2016 SC6 Title Trust Trust Legal Title Trustee: U.S. Bank National Association, not in its individual capacity but solely as legal title trustee of Truman 2016 SC6 Title Trust, or any successor in interest, or if any successor legal title trustee shall be appointed as herein provided, then such successor trustee. Loan Collateral: With respect to any Mortgage Loan, the related Mortgaged Property and any personal property securing such Mortgage Loan, including any lessor’s interest in such property, whether characterized or recharacterized as an ownership or security interest, and including any accounts or deposits pledged to secure such Mortgage Loan. Mortgage: The written instrument creating a valid lien on a Mortgaged Property, which instrument may be in the form of a mortgage, deed of trust, deed to secure debt, security deed, certificate of title or other instrument creating a lien on or interest in the Loan Collateral. Mortgage Asset: Each Mortgage Loan and REO Property owned by the Legal Title Trustee for the benefit of the Beneficiary and the related Participant. Mortgage File: As defined in the Custodial Agreement. Mortgage Loan: (a) a fixed or adjustable rate, closed-end (which term includes a revolving line of credit under which no additional amounts may be drawn) mortgage loan and promissory note, including the right to payment of any interest or finance charges and other obligations of the Mortgagor with respect thereto, listed on the Asset Schedule, legal title to which is included as part of the Trust Fund; (b) all security interests or liens and any real and personal property subject thereto from time to time purporting to secure payment by the related Mortgagor; ©) all guarantees, indemnities and warranties and any proceeds thereof, proceeds of insurance policies, Uniform Commercial Code financing statements, certificates of title or other title documentation and other agreements or arrangements of whatever character from time to time supporting or securing payment of such mortgage loan; @) all collections with respect to any of the foregoing; © all Records with respect to any of the foregoing; and all proceeds of any of the foregoing. Mortgage Loan Purchase Agreement: With respect to a Mortgage Asset, the purchase or sale agreement pursuant to which the Depositor acquired such Mortgage Asset from the related Transferor and specified as “Mortgage Loan Purchase Agreement” on the related Transfer Supplement. Mortgage Note: The original executed promissory note evidencing the indebtedness of a Mortgagor under a Mortgage Loan or if such Mortgage is not evidenced by a promissory note, 160693-3-70 Truman 2016 SC6 Title Trust the original executed document or other instrument primarily evidencing the indebtedness of the Mortgagor under such Mortgage Loan. Mortgaged Property: Any of (x) the fee simple interest in real property, together with improvements thereto and any fixtures, leases and other real or personal property securing the related Mortgage Note, or (y) in the case of a Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan. Mortgagor: With respect to any Mortgage Loan, the Person or Persons primarily obligated under the related Mortgage Note. Officer’s Certificate: With respect to any Person, a certificate signed by an Authorized Officer of such Person or, in the case of a Servicer, by a Servicing Officer, and in each case delivered to the Legal Title Trustee. Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and substance to the Legal Title Trustee, and who may be in-house or outside counsel to the Depositor, the Program Manager, the Participation Agent or a Servicer, but which must be independent outside counsel with respect to any such opinion of counsel concerning matters with respect to the Code. Any Opinion of Counsel shall not be at the expense of the Legal Title Trustee. Outstanding Amount: With respect to any Mortgage Loan and any date of determination, the outstanding principal balance of such Mortgage Loan. With respect to any REO Property and any date of determination, the outstanding principal balance of the related mortgage loan at the time such mortgage loan became an REO Property. Participant: As defined in the Participation Agreement. Participation Agent: As defined in the Participation Agreement, Participation Agreement: That certain master participation agreement to be dated as of June 24, 2016, among the Legal Title Trustee for the Trust, the Depositor, the Program Manager, and the Participation Agent, as such may be amended by the parties thereto from time to time. Participation Interest; As defined in the Participation Agreement. Participation Interest Account; As defined in the Participation Agreement. Person: An individual, partnership, corporation (including a statutory trust), unincorporated organization, joint stock company, limited liability company, trust, association, joint venture, Governmental Authority or any other entity of whatever nature. Program Manager: Truman Capital Advisors, LP, or any successor in interest. Proprietary Lease: With respect to any Cooperative Property, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares. 760693-3-70 Truman 2016 SC6 Title Trust ‘Trust Agreement Purchase Price: With respect to any Mortgage Asset that is transferred to the Legal Title Trustee pursuant to the related Transfer Supplement, the price paid for such Mortgage Asset pursuant to such transfer or sale. Recognition Agreement: With respect to any Cooperative Loan, an agreement between the related Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in the related Cooperative Property. 6 Records: With respect to the Mortgage Assets and the related Mortgagors, all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) prepared and maintained by any Servicer on behalf of the Legal Title Trustee. REO File: As defined in the Custodial Agreement. REO Property: Either (i) Loan Collateral acquired by the Legal Title Trustee, or by any Servicer (or agent or nominee thereof) on behalf of the Legal Title Trustee, through foreclosure or deed-in-lieu of foreclosure or otherwise in connection with a defaulted Mortgage Loan or (ii) mortgage loan collateral acquired by the Legal Title Trustee for the Trust Fund for the benefit of the Beneficiary and the related Participants or by the related Transferor through foreclosure or deed-in-lieu of foreclosure or otherwise in connection with a defaulted mortgage loan prior to the transfer of such property to the Legal Title Trustee. Responsible Officer: Any vice president, any assistant vice president, any secretary, any assistant secretary, any treasurer, any assistant treasurer, any corporate trust officer or any other officer of the Legal Title Trustee customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge or and familiarity with the particular subject, in each case having direct responsibility for the administration of this Agreement. Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the related Cooperative Shares and the originator of the related Mortgage Loan that defines the terms of the security interest in such Cooperative Shares and the related Proprietary Lease, as such may be amended by the parties thereto from time to time. Section 404 Notice: The notice required under Section 404 of the Helping Families Act. Servicer: With respect to a Mortgage Asset, the servicer specified on related Transfer Supplement and any successor in interest or assign, Servicing Agreement: With respect to a Mortgage Asset, the related “Servicing Agreement” specified on each Transfer Supplement. Servicing Officer: With respect to a Servicer, any officer or employee of the related Servicer involved in, or responsible for, the administration and servicing of the related Mortgage Loans and REO Properties whose name appears on a list of servicing officers attached to an 760693-3-70 Truman 2016 SC6 Title Trust Officer’s Certificate furnished by the related Servicer to the Participation Agent and the Legal Title Trustee, as such list may be amended from time to time. ervicing Transfer Date: With respect to a Mortgage Asset, the “Servicing Transfer Date” (if any) specified on the related Transfer Supplement. Sub-Participation Interest Account: As defined in the Participation Agreement. Transfer Date: With respect to a Mortgage Asset, the date on which such Mortgage Asset is conveyed by the Depositor to the Legal Title Trustee pursuant to Section 2.01 hereof and Section 3 of the related Transfer Supplement. ransfer Supplement: A transfer supplement in the form of Exhibit C hereto, which may be transmitted electronically by the Depositor and the Program Manager to the Legal Title Trustee and the Participation Agent. Transferor: With respect to a Mortgage Asset, the transferor specified on the related Transfer Supplement, from whom the Depositor acquired such Mortgage Asset pursuant to the related Mortgage Loan Purchase Agreement, and any successor in interest or assign. t: The Truman 2016 SC6 Title Trust, a trust created by this Agreement ‘rust Formation Date: June 24, 2016. Trust Fund: The property held in trust by the Legal Title Trustee for the benefit of the Beneficiary and the Participants pursuant to this Agreement and the Participation Agreement, consisting of the Mortgage Assets (in each case subject to all rights of the related Participant under the Participation Agreement), together with a cash deposit into the Participation Interest Account by the Depositor of $100 to be made as of the Trust Formation Date and all other rights and items referred to in, and assigned or conveyed to the Legal Title Trustee as set forth under, Section 2.01(a) hereof. For the avoidance of doubt, 100% of the beneficial interest in each Mortgage Asset will have been transferred to the related Participant, as of each Transfer Date, pursuant to the Participation Agreement. ARTICLE II DECLARATION OF TRUST Section 2.01 ation and De ono ptan dgment b Legal Title Trustee. (a) On the Trust Formation Date and upon thee execution of this Agreement, the Depositor has caused to be made with the Legal Title Trustee into the Participation Interest Account a cash deposit of $100, which amount, upon termination of the Trust Fund, shall be distributable to or at the order of the Beneficiary pursuant to Section 5.01(c) hereof. The Legal Title Trustee hereby acknowledges receipt of such cash deposit in trust from the Depositor, which amount shall constitute the initial Trust Fund. The Legal Title Trustee hereby declares that it will hold the Trust Fund in trust for the Beneficiary and the Participants. 760693-3-70 Truman 2016 SC6 Title Trust ‘Trust Agreement The purpose of the Trust is to hold, protect and preserve the Trust Fund for the benefit of the Beneficiary and the Participants and not to carrying on or transact business. The parties intend that the Trust shall not be a “business trust” within the meaning of Chapter 1 of the New York General Associations Law nor a “business trust” within the meaning the United States Bankruptcy Code, 11. U.S.C. § 101. The name of the Trust created hereby for purposes of the applicable Uniform Commercial Code that governs the perfection of any security interest (including any interest of a buyer of receivables) granted by the Legal Title Trustee is “Truman 2016 SC6 Title Trust.” The equity owner of the Trust shall be the owner or owners of any outstanding Participation Interests. (b) As contemplated by the execution and delivery of this Agreement, concurrently with the execution and delivery of each Transfer Supplement on or following the Effective Date, the Depositor hereby sells, transfers, assigns, sets over, deposits with and otherwise conveys to the Legal Title Trustee, in trust, without recourse (except to the extent specified herein), all right, title and interest of the Depositor in and to (except to the extent specified herein or in the related Transfer Supplement), all right, title and interest of the Depositor in and to the related Mortgage Assets (in each case, as of the related Transfer Date), including in each case all Outstanding Amounts related thereto at any time and collections in respect thereof received after the related Cut-off Date, the right to all payments of principal and interest or proceeds received with respect to such Mortgage Assets after the related Cut-off Date (expressly excluding any amounts received prior to such Cut-off Date), the Asset Files and the proceeds thereof, the Depositor’s and/or the related Transferor’s rights under any insurance policies related to such Mortgage Assets, the Depositor’s and/or the related Transferor’s security interest in any collateral pledged to secure such Mortgage Assets, including the Mortgaged Properties, and any proceeds of the foregoing. Unless otherwise consented to by the Program Manager, each such conveyance shall include, without limitation, all accounts, accounts receivable, contract rights, claims, choses in action, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to the foregoing assets. (©) In connection with such transfer and assignment of Mortgage Assets as provided above and in any related Transfer Supplement, the Depositor does hereby and shall thereby also sell, transfer, assign and otherwise convey to the Legal Title Trustee for the Trust Fund for the Beneficiary of the Trust Fund and the related Participants (subject to the proviso below) all of the Depositor’s rights, with respect to the Mortgage Assets under each related Mortgage Loan Purchase Agreement, each Interim Servicing Agreement and any other agreement or instrument identified in the related Transfer Supplement, and the Legal Title Trustee shall, subject to the provisions hereof, be entitled to exercise all of the rights of the Depositor under such agreements and instruments, @) In connection with such transfer and assignment as provided above, the Depositor shall deliver or shall cause to be delivered the related Asset Files in accordance with the terms of the Custodial Agreement. For the avoidance of doubt, on each Transfer Date, pursuant to the terms of the Custodial Agreement, a “Transaction Addendum” (as defined therein) shall be executed with respect to the related Mortgage Assets. 760693-3-70 Truman 2016 SC6 Title Trust (e) The Depositor hereby covenants to deliver or cause to be delivered, on each Transfer Date, the applicable Mortgage Assets and any other applicable property and documentation constituting or related to the Trust Fund. f The Legal Title Trustee, by execution and delivery hereof accepts the Trust Fund and by execution and delivery of each related Transfer Supplement, will acknowledge receipt (by the Custodian on behalf of the Legal Title Trustee) of the Asset Files pertaining to the Mortgage Assets listed on the Asset Schedule attached to such Transfer Supplement, subject to any defects or exceptions noted in the certification given pursuant to the Custodial Agreement and further subject to the Custodian’s review thereof as specified therein. The Legal Title Trustee declares that it holds and will hold all assets included in the definition of “Trust Fund” from time to time in trust, pursuant to the terms of this Agreement, for the benefit of the Beneficiary and the Participants. Section 2.02 Initial Section 404 Notices. The Program Manager, on behalf of the Legal Title Trustee and at the expense of the Trust Fund, shall prepare and distribute the Section 404 Notice within 30 days of each Transfer Date to each Mortgagor in connection with the sale of the related Mortgage Loans to the Legal Title Trustee for the Trust Fund for the benefit of the Beneficiary of the Trust Fund and the related Participants. Each such Section 404 Notice shall conform to the form of notice attached hereto as Exhibit A, subject to any changes necessitated by applicable law and regulatory guidance and approved by the Legal Title Trustee. The Program Manager shall promptly send written confirmation to the Legal Title Trustee upon its completion of distribution of such Section 404 Notices. Each of the Program Manager and the Legal Title Trustee shall be reimbursed by the Participation Agent on behalf of the related Participants pursuant to the terms of the Participation Agreement for any respective costs and expenses incurred by it in connection with such Section 404 Notices from amounts on deposit in the Participation Interest Account prior to distributions to the related Participants. Section 2.03 Transfers of Mortgage Assets. The Participation Agent, on behalf and at the direction of the related Participant, may direct the Legal Title Trustee to sell or transfer any Mortgage Asset to another Person (identified by the Participation Agent). The Legal Title Trustee shall deposit any Purchase Price received in connection with such sale or transfer with the Participation Agent for deposit in the Participation Interest Account and for further deposit in the Sub-Participation Interest Account for the related Participant by the Participation Agent. The Legal Title Trustee shall, in accordance with any such direction, enter into one or more sale or assignment agreements and transfer any such Mortgage Assets and other assets to the transferee identified by the Participation Agent on behalf of the Beneficiary and the related Participant. Promptly following any such transfer of Mortgage Assets, the Legal Title Trustee shall cause the Custodian, pursuant to Section 9 of the Custodial Agreement, to release the Asset Files to the transferee of such Mortgage Assets, or otherwise upon its order. Promptly following any transfer of Mortgage Assets, the Legal Title Trustee shall notify each related Servicer in writing of the date of sale and the identity of the transferee. In connection with any transfer of a Mortgage Loan as set forth herein, the Depositor agrees to cause the related transferee to comply with its obligation to send the related Section 404 Notice required under the Helping Families Act. The Legal Title Trustee shall not 140693.3-70 ‘Truman 2016 SC6 Title Trust * bear any costs relating to the preparation or distribution of any such Section 404 Notice. The Depositor shall be reimbursed for any costs and expenses incurred by it in connection with such Section 404 Notices by the Participation Agent on behalf of the related Participants as provided in the Participation Agreement. Any servicing-related transfer costs associated with a transfer of the Mortgage Assets for servicing shall be paid or reimbursed as and to the extent provided for in the Participation Agreement. Section 2.04 Granting Clause. The conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement and any related Transfer Supplement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. Following the Effective Date, it is intended that the conveyance of the Depositor’s right, title and interest in and té property constituting the Trust Fund pursuant to this Agreement and any related Transfer Supplement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if any such conveyance is deemed to be in respect of a loan, it is intended that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement (and any related Transfer Supplements). If the trust created by this Agreement terminates prior to the satisfaction of the claims of the Beneficiary, the Participation Agent and the Participants, the Legal Title Trustee shall be deemed to be the collateral agent for the benefit of such Person, and all proceeds shall be distributed as herein provided. In the event the Legal Title Trustee is deemed to be collateral agent, the parties hereto agree to enter into an agreement governing the Legal Title Trustee’s role as collateral agent. Section 2.05 Liability of the Depositor and Program Manager. @) Each of the Depositor and the Program Manager shall be liable in accordance herewith only to the extent of the obligations specifically imposed by the Legal Title Basic Documents. () None of the Depositor, the Program Manager or any of their members, directors, managers, officers, employees or agents, shall be under any liability to the Trust Fund or the Legal Title Trustee for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Program Manager against any breach of warranties or representations made herein, or against any specific liability imposed on any such party pursuant to this Agreement or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of reckless disregard of their obligations or duties hereunder. (c) Each of the Depositor and the Program Manager and any of their members, directors, managers, officers, employees or agents, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. 760693-3-70 Truman 2016 $C6 Title Trust Trust Agreement 10 @) Each of the Depositor and the Program Manager shall be indemnified and held harmless from the Trust Fund and the related Participants (to be paid by the Participation Agent on behalf of the related Participants pursuant to the terms of the Participation Agreement) against any loss, liability or expense (except as otherwise provided therein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, this Agreement, the Participation Interests, the Servicing Agreements or the transactions contemplated hereby or thereby (except to the extent that the Depositor or the Program Manager, as applicable, is indemnified by a Servicer under the related Servicing Agreement), other than any such loss, liability or expense related to the Depositor’s or the Program Manager's, as applicable, failure to perform its duties in compliance with this Agreement or any such loss, liability or expense incurred by reason of the Depositor’s or the Program Manager’, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its own duties hereunder or by reason of reckless disregard of its own obligations and duties hereunder. (e) Neither the Depositor nor the Program Manager shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties under this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Program Manager, as applicable, may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Participants and for the benefit of the Trust Fund. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Participants, and the Depositor and the Program Manager, as applicable, shall be entitled to be reimbursed therefor as provided in the Participation Agreement. Neither the Depositor nor the Program Manager shall be liable for any acts or omissions of any Servicer. Section 2,06 Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents, warrants and covenants to the parties hereto for their own benefit and for the benefit of the Beneficiary and the Participants that, as of the Trust Formation Date and as of each Transfer Date: (i) The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own its assets and conduct its business as presently being conducted. (ii) The execution and delivery of this Agreement by the Depositor and its performance and compliance with the terms of this Agreement have been duly authorized by all necessary company action on the part of the Depositor. (iii) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof, except as the enforcement 760693-3-70 Truman 2016 $C6 Title Trust Trat 11 hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (iv) The Depositor is not in violation of, and the execution, delivery and performance of this Agreement by the Depositor and its compliance with the terms hereof will not constitute a violation with respect to, any existing law or regulation or any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or would have consequences that would adversely affect its performance hereunder. ARTICLE II PARTICIPATION AGREEMENT MATTERS Section 3.01 Participation Agreement. On the date specified by the Depositor to the Legal Title Trustee, the Legal Title Trustee and the Program Manager shall enter into the Participation Agreement with U.S. Bank National Association, in its capacity as Participatio