FILED: NEW YORK COUNTY CLERK 06/20/ :41 PM INDEX NO /2015 NYSCEF DOC. NO. 33 RECEIVED NYSCEF: 06/20/2016. Exhibit 3

Transcription

1 FILED: NEW YORK COUNTY CLERK 06/20/ :41 PM INDEX NO /2015 NYSCEF DOC. NO. 33 RECEIVED NYSCEF: 06/20/2016 Exhibit 3

2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK PART 60 IN RE: PART 60 RMBS INVESTOR LITIGATION Index No /2015 (Friedman, J.) THIS DOCUMENT APPLIES ONLY TO THE FOLLOWING CASE: IKB INTERNATIONAL S.A. IN LIQUIDATION and IKB DEUTSCHE INDUSTRIEBANK AG, Plaintiffs, -against- LETTER ROGATORY CREDIT SUISSE SECURITIES (USA) LLC (F/K/A CREDIT SUISSE FIRST BOSTON LLC) et al. Defendants. Index No /2011 (Friedman, J.) THE PEOPLE OF THE STATE OF NEW YORK TO THE APPROPRIATE AUTHORITY IN THE STATE OF FLORIDA WHEREAS the above-captioned suit is now pending in our Supreme Court of the State of New York, in and for the County of New York, it has been suggested to us that justice cannot be completely done between the parties thereto without the production of documents by Fidelity National Financial, Inc. ( Fidelity ), located at 601 Riverside Ave., Jacksonville, FL 32204, now sojourning within your jurisdiction. WE therefore, request you, that in furtherance of justice by the proper and usual process of your court, to cause that witness, Fidelity, to be compelled to produce documents as specified in the attached Subpoena Duces Tecum, and cause Fidelity to certify in writing compliance

3 IKB Int l S.A. et al. v. Credit Suisse Securities (USA) LLC et al /2011 Index No. Page 2 of 2 therewith and return such documents and such certification as according to the same Subpoena Duces Tecum. In accordance with CPLR 3102(e), we shall be and stand ready to do the same for You, as we are asking You to do herein, in a similar case when required. WITNESS, the Honorable Marcy Friedman, Justice of the Supreme Court of the State of New York, held in and for the County of New York this day of June, BY THE COURT: Marcy Friedman Justice of the Supreme Court of the State of New York

4 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK PART 60 IN RE: PART 60 RMBS INVESTOR LITIGATION Index No /2015 (Friedman, J.) THIS DOCUMENT APPLIES ONLY TO THE FOLLOWING CASE: IKB INTERNATIONAL S.A. IN LIQUIDATION and IKB DEUTSCHE INDUSTRIEBANK AG, -against- Plaintiffs, CREDIT SUISSE SECURITIES (USA) LLC (F/K/A CREDIT SUISSE FIRST BOSTON LLC) et al. SUBPOENA DUCES TECUM Defendants. Index No /2011 (Friedman, J.) TO: Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, FL G R E E T I N G S: WE COMMAND YOU that, all business and excuses being laid aside, you produce at the offices of Schlam Stone & Dolan LLP, 26 Broadway, New York, New York 10004, counsel for Plaintiff IKB International S.A. in Liquidation, within twenty days of service of this subpoena, each of the documents listed in Schedule A of this subpoena. The documents requested by this subpoena are required because you have information that is relevant to the allegations in the Complaint and the Answer in this action that is not obtainable from another source or by another method. This information includes

5 communications from Defendants to you regarding residential mortgage backed securities which you purchased as Plaintiff s financial advisor. Failure to comply with this subpoena is punishable as a contempt of court and shall make you liable to the person on whose behalf this subpoena was issued for a penalty of up to fifty dollars plus all damages sustained by reason of your failure to comply. Dated: New York, New York June 17, 2016 SCHLAM STONE & DOLAN LLP By: Richard H. Dolan John M. Lundin Erik S. Groothuis John F. Whelan 26 Broadway New York, New York Telephone: (212) Facsimile: (212) rhd@schlamstone.com jlundin@schlamstone.com egroothuis@schlamstone.com jwhelan@schlamstone.com -and- John J.D. McFerrin-Clancy 17 State Street, 40th Floor New York, New York Telephone: (646) jmc@mcferrin-clancy.com Attorneys for Plaintiff IKB International S.A. in Liquidation 2

6 SCHEDULE A Definitions, Instructions and Documents to be Produced DEFINITIONS 1. Affiliate means any company controlled, directly or indirectly, by Defendants; or a direct or indirect parent or subsidiary of Defendants; or a branch or division of Defendants; or a company in which Defendants or any of Defendants direct or indirect parents or subsidiaries owns more than 5% of that company s capital stock; or an entity that either directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with Defendants. 2. All means all or any, and any means all or any. 3. And and or shall be construed either disjunctively or conjunctively as necessary to bring within the scope of this subpoena all responses that might otherwise be construed to be outside of its scope. 4. Bloomberg Terminal means the computer system provided by Bloomberg L.P. that provides news, price quotes, and messaging across its proprietary secure network. 5. Certificate or Certificates means any certificate or note issued in the Securitizations that entitles the holder or owner of the Certificate to certain distributions. 6. Communication means the transmittal of information (in the form of facts, ideas, inquiries, or otherwise). 7. Complaint means the Complaint in this action, a copy of which is attached hereto. 3

7 8. Date shall mean the exact day, month, and year, if ascertainable, or if not, the best approximation. 9. Defendants means Defendants Credit Suisse Holdings (USA), Inc., as well as its officers, directors, agents, servants, or purporting to act on their behalf, and every entity that is owned, controlled, operated by them, or that is under common ownership, control or operation with them, including, but not limited to: Credit Suisse Securities (USA) LLC (f/k/a Credit Suisse First Boston LLC); Credit Suisse Holdings (USA), Inc. (f/k/a Credit Suisse First Boston, Inc.); Credit Suisse (USA), Inc. (f/k/a Credit Suisse First Boston (USA), Inc.); Credit Suisse First Boston Mortgage Acceptance Corp.; Credit Suisse Financial Corp. (f/k/a Credit Suisse First Boston Financial Corp), Credit Suisse First Boston Mortgage Securities Corp.; Credit Suisse Management LLC (f/k/a Credit Suisse First Boston Management LLC); Asset Backed Securities Corp.; and DLJ Mortgage Capital, Inc. and each of their officers, directors, employees, partners, corporate parents, subsidiaries, or Affiliates Document or Documents means anything written, recorded or memorialized in any way, including, but not limited to, Electronically Stored Information ( ESI, as defined below); all drafts; communications; correspondence; memoranda; records; reports; books; reports and/or summaries of personal conversations or interviews; diaries; calendars; telephone logs; graphs; charts; diagrams; tables; photographs; recordings; tapes, microfilms; minutes, records, reports and/or summaries of meetings or conferences; records and reports of consultants; press releases; stenographic, handwritten or any other notes; work papers; checks, front and back; check vouchers, check stubs or receipts; tape data sheets or data processing cards or discs or any other written, recorded, transcribed, punched, taped filmed or graphic matter, however produced or reproduced; and any paper or writing. A draft or non- 4

8 identical copy of any document, whether due to the addition of marginalia or other change, is a separate document within the meaning of this term. Where the electronic and hard copy versions of any document are separate documents per this definition, both the electronic and hard copy versions should be produced. 11. Due Diligence means any review, assessment or consideration of the creditworthiness, adequacy of collateral, compliance with underwriting guidelines or representations and warranties, borrower fraud, debt or income information, appraisal or property value, and/or documentation sufficiency with respect to any Mortgage Loan, including, but not limited to, a review of the files or documents associated with such Mortgage Loans. With respect to Due Diligence of an Originator, Due Diligence refers to any review, assessment or consideration of the Originator s policies, procedures and practices in originating, underwriting or purchasing mortgage loans, especially with respect to creditworthiness, adequacy of collateral, compliance with underwriting guidelines or representations and warranties, borrower fraud, debt or income information, appraisal or property value, and/or documentation sufficiency of such mortgage loans. 12. Due Diligence Provider means any vendor, consultant or other entity that conducted Due Diligence of Mortgage Loans or Originators, including, but not limited to, Bohan Group LLC, Clayton Holdings LLC, Clear Capital, Hansen Quality, Collateral Risk Solutions, Hanover Capital, Mortgage Data Management Corporation, Ocwen Financial Corporation, Opus Capital Markets Consultants LLC (d/b/a Opus Capital Markets Group LLC), Watterson-Prime LLC, Deloitte & Touche, Fiserv, Inc., Greenlink (formerly Horizon Mgmt Services, Inc.), Interlinx, Lydian Data Services, Pro Tek Valuation Services, Response Mortgages Products Group, and Ernst & Young. 5

9 13. Electronically-Stored Information or ESI includes, but is not limited to, the following: a. information or data that is generated, received, processed, and recorded by computers and other electronic devices, including metadata (e.g., author, recipient, file creation date, file modification date, etc.), including, but not limited to, communications over a Bloomberg Terminal, text messages, instant message service messages and voic ; b. files, information, or data saved on backup tapes or hard drives; c. internal or external web sites; d. output resulting from the use of any software program, including, but not limited to, word processing documents, spreadsheets, database files, charts, graphs and outlines, electronic mail, instant messenger (or similar programs), bulletin board programs, operating systems, source code, PRF files, PRC files, batch files, ASCII files, and all miscellaneous media on which they reside regardless of whether said electronic data exists in an active file, a deleted file, or file fragment; and e. activity listings of electronic mail receipts and/or transmittals; and any and all items stored on computer memories, hard disks, floppy disks, CD-ROM, magnetic tape, microfiche, or on any other media for digital data storage, or transmittal, such as, but not limited to, personal digital assistants (e.g., iphone, ipad), hand-held wireless devices (e.g., BlackBerrys), or similar devices, and file folder tabs, or containers and labels appended to, or relating to, any physical storage device associated with each original or copy of all documents requested herein. 14. Include or including denotes a portion of a larger whole and is used without limitation. 6

10 15. Loan Origination Files means the documents that are compiled and maintained in the course of originating, underwriting, approving, and funding the Mortgage Loans, including any documents or materials relevant to these processes but received postfunding. 16. Mortgage Loans means any and all mortgage loans included in the Securitizations (including the associated notes and other related papers), including mortgage loans added to the loan pool after closing. 17. Offering Documents refers to registration statements, preliminary and final prospectuses, prospectus supplements, term sheets, presentations, summaries, reports, and any other preliminary or final document used to market and solicit the Certificates or otherwise describe the Certificates or the Securitizations to investors, including all drafts of such documents, including, but not limited to, ABS informational and computational materials as defined in Item 1101 of Regulation AB, 17 CFR and SEC Rules 167 and 426 and any free writing prospectus as defined in SEC Rule Originators refers to those entities who provided a Mortgage Loan to a borrower or who acquired the loan before transferring the loan to the Sponsor of the Securitizations. Thus, for purposes of this subpoena, a loan may have multiple Originators if it was transferred multiple times before being transferred to the Sponsor. The Originators shall include such entities regardless of whether they are specifically identified in the Offering Documents. 19. Person means any natural person or any business, legal or governmental entity, or association. 7

11 20. Plaintiff means IKB International S.A. in Liquidation as well as its officers, directors, agents, servants, employees, affiliates, accountants, consultants, and attorneys, all other persons acting or purporting to act on its behalf. 21. Rating Agency refers to any entity that rated one or more of the Securitizations or Certificates, including, but not limited to, Standard & Poor s, Fitch Ratings, Moody s Investor Services, Inc., or Dominion Bond Rating Services, Ltd. or their affiliates, successors or assigns. 22. Record means any document intended to record an event, transaction, or communication, including, but not limited to, journals, books of account, vouchers, expense account reports, receipts, time sheets, transaction files, phone logs, monthly or yearly statements, invoices, sales slips, sales orders, confirmation of purchases or sales orders, purchase orders, canceled checks, ledger entries, deposit slips, savings books, certificates of deposits, computer records or printouts, minute books, minutes of meetings of the board of directors or shareholders, resolutions, stock certificates and the like. 23. Relating to means in whole or in part, concerning, constituting, containing, evidencing, referring to, discussing, dealing with, describing, reflecting or pertaining to in any way whatsoever. 24. RMBS or residential mortgage-backed securities, means any security, bond or certificate that entitles the owner or holder to receive certain payments or distributions of income generated primarily from a pool of residential mortgage loans. 25. Securitizations means any residential mortgage-backed security sold by any Defendant to Plaintiff, including but not limited to the securitizations listed on Appendix A. 8

12 26. Tangible thing means any object, property, or thing of a physical or tangible nature and shall include, but not be limited to, photographs, drawings, other renderings, computer simulations, videotapes, and tangible or real evidence or exhibits. 27. Underwriting Guidelines refers to any criteria, protocol, instructions, guidelines, parameters, or requirements relating to the origination of any Mortgage Loan or relating to the purchase or acquisition of any Mortgage Loan by Defendants. 28. You means Fidelity National Financial, Inc. and each of its officers, directors, employees, partners, corporate parents, subsidiaries, or Affiliates, including but not limited to Fidelity National Information Services, Watterson-Prime LLC, Hansen Quality, Lender Processing Services, Valuation Solutions, Black Knight Financial Services, Fidelity National Title Group, Fidelity National Home Warranty, Investment Property Exchange Services, Inc, and Disclosure Source. 29. The use of the singular form of any word includes the plural and vice versa. 30. The past tense form shall be construed to include the present tense, and vice versa, whenever such a dual construction will serve to bring within the scope of a request any response that would otherwise not be within its scope. INSTRUCTIONS 1. In responding to this subpoena, You shall produce all responsive documents in Your possession, custody or control, or in the possession, custody or control of Your predecessors, successors, parents, subsidiaries, divisions, or affiliates, or any of Your respective directors, officers, managing agents, agents, employees, attorneys, accountants, vendors or other representatives. A document is within Your control if You have the right to 9

13 secure the document or a copy of the document from another person having possession or custody of the document. 2. ESI should be produced in the form of black-and-white, single-page, 300 DPI, Group IV TIFF images, with each TIFF image file named with the corresponding production number, and with Concordance compatible image and data load files (i.e., DAT and.opt files) using standard Concordance delimiters. Load files should include all metadata fields, including, but not limited to: BegBates, EndBates, BegAttach, EndAttach, Custodian, Attachment Count, Author, To, From, CC, BCC, Subject, Sent Date, File Type, File Extension, File Name, Title, Modified Date, Create Date. ESI should not be produced without first discussing production formatting issues with Plaintiff s counsel. If You decline to search or produce ESI on the ground that such ESI is not reasonably accessible because of undue burden or cost, identify such information by category or source and provide detailed information regarding the burden or cost You claim is associated with the search or production of such ESI. 3. Workpapers shall be produced as they are maintained in the usual course of business, including any workpaper management or organizational systems (e.g., AS/2, AWS or similar system). In no event shall You produce documents in a form rendering the documents less usable than they are as maintained in the usual course of business. 4. If You object to the production of any document or tangible thing within the scope of this subpoena on any grounds, You must fully set forth Your objections in writing, provide a list of all such documents and tangible things being withheld, and state the following for each such document or tangible thing: (a) state the legal basis for withholding the document or thing from production and (b) provide a description of the document, including (i) the designated document number, if any; (ii) the type of document, e.g. letter or memorandum; (iii) 10

14 the general subject matter of the document; (iv) the date of the document; (v) the location and custodian of the document; and (vi) the author of the document, the addressee of the document, any other recipients shown in the document, and, where not apparent, the relationship of the author, addressees, and recipients to each other. 5. If You withhold a portion of any document responsive to this subpoena under claim of privilege pursuant to Instruction 4, any non-privileged portion of such document must be produced with the portion claimed to be privileged redacted. Whenever a document is not produced in full or is produced in redacted form, so indicate on the document and state with particularity the reason or reasons it is not being produced in full, and describe to the best of Your knowledge, information and belief, and with as much particularity as possible, those portions of the document which are not being produced. 6. All documents should be produced in their entirety, with attachments and enclosures without deletion or excision (except as qualified by Instructions 4 and 5 above) regardless of whether You consider the entire document to be relevant or responsive to the subpoena. Documents not otherwise responsive to any of the requests herein must be produced if they are attached to a document called for by this subpoena. 7. All documents should be produced in the order in which they appear in Your files, organized by source, and should contain a clear indication of where each document ends and the next begins. Documents maintained in a file folder or binder should be preceded by the file folder or binder label, if one exists, and should contain a clear indication of where the file folder or binder begins and ends. 8. If, in responding to this subpoena, You claim that any responsive document is duplicative of a document that is being produced because it was part of a production 11

15 made in connection with another litigation that is being re-produced here, or has otherwise been previously produced in this action, state the production number(s) of the document(s) in the previously produced production that is/are responsive to this subpoena. 9. If in responding to this subpoena, You claim any ambiguity in interpreting a definition, instruction or request, such claim is not a basis for refusing to produce responsive documents. You must set forth as part of Your response the language deemed to be ambiguous and the interpretation You have chosen or used in responding to this subpoena. 10. With respect to any category of documents, if the production of which You contend is in some way burdensome or oppressive, please state the specific reason for that objection. 11. This subpoena shall be deemed a continuing request, and You are required to supplement Your answers with any new or newly discovered materials responsive to it. 12. Unless the context of a particular request indicates otherwise, the relevant time period to which each request refers is January 1, 2005 to present. 13. All requests for the production of documents shall be construed to include any additional documents responsive to those requests that are discovered or produced after the date of production. 14. If any document that You are requested to produce or identify herein was at one time in existence, but has been lost, discarded, or destroyed, identify in writing each document and provide the following information: (a) the date or approximate date it was lost, discarded, or destroyed; (b) the circumstances and manner in which it was lost, discarded, or destroyed; (c) the reason or reasons for disposing of the document (if discarded or destroyed); (d) the identity of all persons authorizing the document and/or having knowledge of the document; 12

16 (e) the identity of the persons who lost, discarded, or destroyed the document; (f) the identity of any persons having knowledge of the contents thereof; and (g) a detailed summary of the nature and contents of the document, including the author(s) of the document(s), the name of the person(s) to whom the document(s) was (were) delivered or addressed, including indicated or blind copy recipients, the date of the document(s), and a description of the subject matter thereof, including any attachment or appendices, and the number of pages. 15. If any of these documents cannot be produced in full, You are requested to produce them to the fullest extent possible, specifying clearly the reasons for Your inability to produce the remainder and stating any information, knowledge, or belief You have relating to the unproduced portion. 16. The specificity of any request herein shall not be construed to limit the generality or reach of any other request herein. 17. This subpoena incorporates by reference the obligations imposed by the New York Civil Practice Law and Rules, the New York State Uniform Trial Court Rules, the Rules of the Justices of the Supreme Court of the State of New York, County of New York and the Rules of the Commercial Division of the Supreme Court of the State of New York, including, but not limited to, the duty to make prompt, further, and supplemental amended responses. DOCUMENTS TO BE PRODUCED 1. All work product, reports, or analyses generated by You for any Defendant. 2. All communications between Defendants and You. 3. All documents relating to the Securitizations, including but not limited to: a. documents relating to the conduct or role of the Originators of the Mortgage Loans in the Securitizations; 13

17 b. documents relating to the marketing of the Securitizations; c. documents relating to communications relating to the Securitizations; d. documents relating to Defendants revenues and profits earned from the Securitizations; e. documents relating to the credit quality of the Mortgage Loans in the Securitizations; f. documents relating to the collateral securing the Mortgage Loans in the Securitizations; g. documents relating to the loan-to-value and combined-loan-tovalue ratios for the Mortgage Loans in the Securitizations; h. documents relating to the transfer of Mortgage Loans in the Securitizations to trusts; i. documents relating to credit enhancements applicable to the Mortgage Loans in the Securitizations; and j. documents relating to owner-occupancy status for Mortgage Loans in the Securitizations. 4. All documents relating to the Certificates, including but not limited to: a. documents relating to the marketing and offer for sale of the Certificates; b. the purchase by Plaintiffs of the Certificates; c. the sale by Defendants of the Certificates; and 14

18 d. the structuring, arranging, modeling, and pricing of the Certificates. 5. All Offering Documents (including drafts of same) and documents relating to the Offering Documents (including drafts of same), including but not limited to documents relating to whether any information presented in the Offering Documents was not accurate. 6. All Underwriting Guidelines applicable to each of the Mortgage Loan. 7. Documents sufficient to show which Underwriting Guidelines were used in connection with the underwriting of each Mortgage Loan in the Securitizations. 8. All documents relating to whether the Mortgage Loans in the Securitizations complied with the Underwriting Guidelines, including but not limited to documents relating to any waivers or potential waivers of the Underwriting Guidelines. 9. All documents relating to instances where compensating factors or adjustments were applied or made where Underwriting Guidelines were not met or applied regarding any Mortgage Loans. 10. All loan tapes of Mortgage Loans for each of the Securitizations. 11. All loan schedules or other lists of Mortgage Loans for each of the Securitizations relating to the Mortgage Loans included in each Securitization. 12. All documents relating to credit ratings for the Securitizations, including, but not limited to, all communications with any Ratings Agency and all loan tapes, loan schedules, or other lists of loans that were provided to or received from the Ratings Agency. 13. All documents relating to any ratings for RMBS that were obtained but not used by Defendants. 15

19 14. All documents relating to any appraisers or appraisals with respect to residential mortgage loans purchased or securitized by Defendants. 15. All communications with any appraiser relating to residential mortgage loans purchased or securitized by Defendants. 16. All communications between You and Defendants relating to RMBS investments, or the market for or performance of RMBS investments, including, but not limited to, communications over a Bloomberg Terminal. 17. All documents reflecting any analysis, review or consideration of the conformity with Underwriting Guidelines or fitness for inclusion in residential mortgage-backed securities of mortgage loans of any Originator, regardless of whether the loans of said Originator were included in a Securitization purchased by Plaintiffs. 18. All documents relating to communications among or between any Defendant and You or Plaintiffs relating to the Certificates, the Mortgage Loans, the Loan Origination Files, the Offering Documents, or the Securitizations. 19. All documents relating to communications between any of Defendant and any state or federal legislative, judicial or executive body (including, but not limited to, the Securities Exchange Commission), relating to the Certificates, the Mortgage Loans, the Loan Origination Files, the Offering Documents, or the Securitizations. 20. All documents relating to communications between You and any state or federal legislative, judicial or executive body (including, but not limited to, the Securities Exchange Commission), relating to the Certificates, the Mortgage Loans, the Loan Origination Files, the Offering Documents, or the Securitizations. 16

20 21. All documents relating to communications between any of Defendant and any state or federal legislative, judicial or executive body (including, but not limited to, the Securities Exchange Commission), relating to residential mortgage-backed securities. 22. All documents relating to communications between You and any state or federal legislative, judicial or executive body (including, but not limited to, the Securities Exchange Commission), relating to residential mortgage-backed securities. 23. All documents concerning Defendants previously produced by You pursuant to the subpoena enforced in USA v. Clayton Holdings, LLC, C.A. No. 3:13-mc (D. Conn.). 24. All documents relating to any of Defendants internal policies, procedures, or manuals applicable to the Certificates, the Mortgage Loans, the Loan Origination Files, the Offering Documents, or the Securitizations. 25. All documents relating to Defendants policies, procedures, guidelines, or instructions for conducting Due Diligence on residential mortgage loans originated, securitized, underwritten, sponsored, structured, sold, acquired, or purchased by them. 26. All documents relating to Defendants policies, procedures, guidelines, or instructions for detecting fraud in the origination of any residential mortgage loan originated, securitized, underwritten, sponsored, structured, sold, acquired, or purchased by them. 27. All documents relating to Defendants policies or procedures applicable to any requested or actual exchange, repurchase, or removal of any residential mortgage loan in any RMBS underwritten, sponsored, structured, sold or purchased by them. 17

21 28. All documents relating to Defendants policies, procedures, guidelines, or instructions applicable to the verification of income, or assessment of the reasonableness of stated income, with respect to mortgage loans purchased or securitized by them. 29. All documents relating to Defendants policies, procedures, guidelines, or instructions applicable to the verification of borrower debt with respect to mortgage loans purchased or securitized by them. 30. All documents relating to Defendants policies, procedures, guidelines, or instructions applicable to the verification of occupancy with respect to mortgage loans purchased or securitized by them. 31. All documents or relating to Defendants policies, procedures, guidelines, or instructions applicable to the appraisal or valuation of home prices, including, but not limited to, appraisals associated with residential mortgage loans. 32. All documents relating to Defendants policies, procedures, guidelines, or instructions applicable to the loan-to-value or combined loan-to-value ratio of residential mortgage loans. 33. All documents relating to Defendants policies, procedures, guidelines, or instructions applicable to the automated valuation models relating to residential mortgage loans. 34. All documents relating to Defendants policies, procedures, guidelines, or instructions applicable to RMBS securitization, marketing and sales. 35. All documents relating to Defendants analysis or forecasting of the United States housing market. 18

22 36. All deposition transcripts, along with all exhibits used at such depositions, from any action or proceeding involving residential mortgage-backed securities in which any Defendant was a party or non-party, through the present. 37. All Due Diligence plans, guidelines or questionnaires for any RMBS underwritten, sponsored, structured, sold or purchased by Defendants. 38. Documents sufficient to identify all Due Diligence Providers or auditors that assisted Defendants in conducting Due Diligence in connection with any RMBS underwritten, sponsored, structured, sold or purchased by them. 39. All documents relating to any audit, analysis, due diligence, investigations or other review performed by any person or entity, including You or any other Due Diligence Provider, relating to residential mortgage-backed securities underwritten, sponsored, structured or sold by any Defendant. 40. All documents relating to any audit, analysis, due diligence, investigations or other review performed by any person or entity, including You or any other Due Diligence Provider, relating to the Securitizations, the Certificates, the Mortgage Loans, and/or the Loan Origination Files. 41. All documents prepared relating to any Defendant s engagement of any Due Diligence Provider. 42. All Communications with any Defendant relating to any Due Diligence Provider. 43. All documents relating to any audit, analysis, due diligence, or other reviews performed by Defendants or any person or entity at Defendants direction relating to the residential mortgage-backed securities market. 19

23 44. All documents relating to any audit, analysis, due diligence, or other reviews performed by Defendants or any person or entity, including You, at Defendants direction relating to the Securitizations, the Certificates, the Mortgage Loans, and/or the Loan Origination Files. 45. All documents relating to any trades or contracts entered into, executed or contemplated by Defendants, including, but not limited to, credit default swaps or short positions that generated profits or would have generated profits if the Certificates declined in value. 46. All documents relating to any trades or contracts entered into, executed or contemplated by Defendants, including, but not limited to, credit default swaps or short positions that generated profits or would have generated profits if residential mortgage-backed securities declined in value. 47. All documents relating to any efforts or attempts by Defendants to switch from a net long position in residential mortgage-backed securities to a net short position at any time between 2006 and All documents relating to any efforts or attempts by Defendants to sell or otherwise convey residential mortgage-backed securities because of Defendants belief or concern that such securities might later decline in value. 49. All documents relating to or reflecting Defendants belief or concern that the market prices of residential mortgage-backed securities might decline. 50. All documents relating to or reflecting Defendants belief or concern that residential mortgage-backed securities might be overvalued. 51. All documents relating to or reflecting Defendants belief or concern that credit ratings on residential mortgage-backed securities might be too high. 20

24 52. All documents relating to or reflecting Defendants belief or concern that residential mortgage-backed securities might default. 53. All documents relating to the Originators in the Securitizations, including, but not limited to, Defendants or Your evaluation or analysis of the performance of the Originators. 54. Documents sufficient to identify each of Your employees who played a role in the purchase of the Certificates. 55. All documents relating to or reflecting Your document retention policies in place since All non-privileged communications relating to this lawsuit. 57. All communications with Defendants relating to Plaintiffs sophistication or lack of sophistication as investors. 21

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