Notice of Service of Process

Transcription

1 Notice of Service of Process null / ALL Transmittal Number: Date Processed: 02/10/2009 Primary Contact: Nakia Henley Capital One Services Capital One Drive Richmond, VA Entity: Entity Served: Title of Action: Document(s) Type: Nature of Action: Court: Case Number: /09 Jurisdiction Served: Greenpoint Mortgage Funding, Inc. Entity ID Number Greenpoint Mortgage Funding, Inc. U.S. Bank National Association as Indenture Trustee for the Benefit of the Insurers and Note-Holders of GreenPoint Mortgage Funding Trust 2006-HE1, Home Equity Loan Asset-Backed Notes, Series 2006-HE1 vs. Greenpoint Mortgage Funding, Inc. Request for Production Information/Appearance Request New York County Surpeme Court, New York New York Date Served on CSC: 02/10/2009 Answer or Appearance Due: 04/06/2009 Originally Served On: NY Department of State on 02/06/2009 How Served: Plaintiff's Attorney: Certified Mail Constance M. Boland Information contained on this transmittal form is for record keeping, notification and forwarding the attached document(s). It does not constitute a legal opinion. The recipient is responsible for interpreting the documents and taking appropriate action. To avoid potential delay, please do not send your response to CSC CSC is SAS70 Type II certified for its Litigation Management System Centerville Road Wilmington, DE (888) sop@cscinfo.com

2 State of New York - Department of State Division of Corporations Party Served: GREENPOINT MORTGAGE FUNDING, INC. Plaintiff/Petitioner: U.S. BANK NATIONAL ASSOCIATION C/O CORPORATION SERVICE COMPANY 80 STATE STREET ALBANY, NY l Dear Sir/Madam: Enclosed herewith is a legal document which was served upon the Secretary of State on 02/06/2009 pursuant to SECTION 306 OF THE BUSINESS CORPORATION LAW. This copy is being transmitted pursuant to such statute to the address provided for such purpose. Very truly yours, Division of Corporations

3 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee for the Benefit of the Insurers and Noteholders of GreenPoint Mortgage Funding Trust HEI, Home Equity Loan Asset-Backed Notes, Series -- 2 AR 2006-HEI; SYNCORA GUARANTEE INC., formerly* Index No.: (CoC3/-- 52 known as XL CAPITAL ASSURANCE INC., as Controlling Insurer, Note Controlling Party and Class Ax Insurer; and CIFG ASSURANCE NORTH AMERICA,. INC., as Class Ac Insurer, against - Plaintiffs, PLAINTIFFS' FIRST SET OF DOCUMENT REQUESTS TO DEFENDANT GREENPOINT MORTGAGE FUNDING, INC., Defendant x PLEASE TAKE NOTICE that, pursuant to Article 31 of the New York Civil Practice Law and Rules ("C.P.L.R."), plaintiffs (i) U.S. Bank National Association, solely in its capacity as indenture trustee (the "Indenture Trustee") under the Indenture (as defined below) for the benefit of the insurers and holders ("Noteholders") of the notes issued by GreenPoint Mortgage Funding Trust 2006-HEI1 (the "Issuer"), and at the direction of co-plaintiff Syncora Guarantee Inc., formerly known as XL Capital Assurance Inc. C'Syncora"), as Controlling Insurer; (ii) Syncora, as Controlling Insurer, Note Controlling Party and Class Ax Insurer under the Indenture; and (iii) CIFG Assurance North America, Inc. ("CIFG" and, with Syncora, the "Insurers"), as Class Ac Insurer under the Indenture, by their attorneys Nixon Peabody LLP (for the Indenture Trustee) and Patterson Belknap Webb & Tyler LLP (for the Insurers), hereby request that the de-

4 fendant, GreenPoint Mortgage F.unding, Inc., produce, for inspection and copying at the offices of Patterson Belkcnap Webb & Tyler LLP, 1133 Avenue of the Americas, New York, New York , on or before April 6, 2009, or at such time and place as counsel for the parties might mutually agree upon, the documents and other things listed below. DEFINITIONS AND INSTRUCTIONS 1. As used in these document requests, the following terms shall have the meanings set forth below, unless otherwise indicated. (a) "Capital One" has the meaning assigned to it in the Complaint and includes all of its present or former Representatives. (b) "Communication" means the transmittal of information, including facts, ideas, inquiries or otherwise, in any form. (c) "Complaint" means the complaint filed to commence this action on or about February 5, 2009 by the Indenture Trustee and the Insurers. (d) "Concerniniz" means relating, referring, pertaining or responding to, commenting on, regarding, with respect to, relative to, in connection with, discussing, describing, reflecting, evidencing, implying, analyzing or constituting. (e) "Document" is used in the broadest sense of the term and includes each and every physical, tangible, magnetic or electronic embodiment of information, data or communication and is intended to be at least as broad in meaning and scope as the usage of this term in the C.P.L.R. "Document" includes writings, drawings, graphs, charts, recordings, computer files, photographs, microfilms, audio recordings (including voic ), video recordings, electronic mail (" ") and other electronic data (as hereinafter defined). A draft or non-identical copy is a separate document. (f) "Electronic data" means information stored in electronic format and includes files created using any software application, including word-processing documents, spreadsheets, databases, charts, graphs and outlines; operating systems; source code of all types; PIF, TIF and PDF files; batch files; ASCII files; SGML, HTML and XML files; originals. and all copies of ; activity listings of receipt and transmittal; voic ; audio or video recordings of any kind; programming notes or instructions; and all other electronic files or file fragments, regardless of the media on which they are stored and regardless of whether the data resides in an active file, a deleted file or a file fragment. Electronic data includes information stored on all primary-storage or backup-storage media, whether fixed or removable and whether permanent, write-once or rewritable, including hard drives; floppy disks; optical disks, including compact discs, DVDs and paper disks (e.g., Blu-Ray disks); Bernoulli disks and their equivalent; computer chips, including ROM chips, RAM chips and flash-memory chips; and magnetic tapes of all kinds. Elec- 2

5 tronic data also includes the file-folder tabs, containers or labels appended to any storage device containing electronic data. (g) "GreenPoint" has the meaning assigned to it in the Complaint and includes all of its present or former Representatives, GreenPoint Financial Corp. and all of the present or former Representatives of GreenPoint Financial Corp. The pronoun "you" and all cognates thereof refer to GreenPoint. (h) "North Fork" has the meaning assigned to it in the Complaint and includes all of its present or former Representatives. (i) "Notices" means, collectively, the "First Breach Notice," the ",Second Breach Notice" and the "Breach Clarification," as those terms are defined in the Complaint. I (j) "Representative" of any non-natural person or entity includes all present and former directors, officers, employees, agents, advisors, consultants and other persons (including attorneys) acting or purporting to act on behalf of such person or entity. (k) "Transactions Parties" means all of the parties to the agreements that effectuated the Transactions, as well as the Insurers and the Noteholders, and includes all of their present or former Representatives. (1) "Transactions"~ means the Sales, the Securitization and all of the intermediate assignments, and related transactions, described in the Complaint. (in) The following terms are used herein with the definitions given in the Complaint: "Breaching Loans,.. ".Indenture".. ".Indenture Trustee, "Insurers," "Loans,.. ".Noteholders," "ProSupp," "Sales," "Sale Agreements" and "Secur-tization." (n) "And" and "or" shall be construed either conjunctively or disjunctively as necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. "Or" is not exclusive. "Includes" and "includinlg" are not limiting. "All" and "any," whenever used separately, shall be construed as "any and all." (o) The use of the singular of any word includes the plural and vice versa as necessary to make the discovery request inclusive rather than exclusive. (p) The use of a verb in any tense shall be construed as the use of that verb in all other tenses wherever necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside its scope. 2. Each request covers documents in your possession, custody or control, which extends to any documents in the possession, custody or control of any of your Representatives and includes documents that are not in your custody but are owned in whole or in part by you or those about which you have an understanding, express or implied, that you may use,'inspect, examine or copy. 3

6 3. If a document exists only in electronic form, please convert the document into printed form and also provide a copy thereof in computer-readable form and indicate which software application(s) were used to create the document and/or can be used to read the document. 4. If any document requested was, but is no longer, in your possession, custody or control, identify' the document and state what disposition was made of it and the date or dates upon which such disposition was made and, additionally, produce all documents relating to the disposition of such document. 5. If any request (or portion thereof) is objected to, the reason for the objection shall be stated in detail. In addition, with respect to each document withheld from production, on any basis whatsoever, including any document withheld on the basis of the attorney-client privilege and/or the work-product doctrine, a separate list of all such documents shall be served with the responses to the document requests herein that states and identifies the following information: (a) the nature of the claim of privilege or immunity, including the statute, rule or decision giving rise to the claim of privilege or immunity; (b) (c) all facts relied upon in support of the claim of privilege or immunity.; all persons on whose behalf the privilege or immunity is claimed; (d) the type of document (e.g., letter, memorandum,,note, telegram, , chart, report, recording etc.); (c) the subject matter (without revealing the information as to which privilege is claimed); (f) the paragraph(s) of this request to which production of the document is respon- (g), sive. its date, author(s), sender(s), addressee(s) and recipient(s); and When only a portion of a document is believed by you to be privileged, the non-privileged portion shall be produced with the allegedly privileged portion redacted and indicated as such. Any attachment to an allegedly privileged document shall be produced unless you also contend that the attachment is privileged, in which case the information required herein shall be provided separately for each such attachment. 6. In the event that you are able to produce only some of the documents responsive to these requests within the allowed time, you are requested to produce the documents that can be produced and to state the reason for your inability to produce the remaining documents. Once the remaining responsive documents are obtained and/or available, those documents should be produced promptly. 7. The requested documents shall be produced in the same manner and order in which they are kept in the usual course of business, including copies of file-folder labels etc. 4

7 8. Documents shall be produced in such fashion as to identify the department, branch, division or office in whose possession such documents were located and, where applicable, the natural person in whose possession such documents were found and the business address of each document's custodian(s). 9. Produce the original of each document requested, together with all non-identical copies and drafts of that document. If the original of any document cannot be located, provide a copy in lieu thereof, which shall be legible and bound or stapled in the same manner as the original. Copies of otherwise identical documents should be individually produced if one contains additional markings or notations that do not appear in the other. 10. Documents attached to one another in their original form should not be separated. *11. All documents responsive to this request, including any responsive documents not produced for reasons of privilege or any other objection, shall be numbered by bates stamp or similar combination of letters and numbers, such that the documents can be identified as having been produced by you. 12. The fact that a documnent has or will be produced by another defendant, third party or other party to this or any related action does not relieve you of the obligation to produce your copy of the same document even if the two documents are identical in all respects. 13. Unless a different period of time is specified herein, the period of time covered by these requests is from January 1, 2002 to the date of your response hereto. 14. These requests call for all documents pertaining to the indicated subject, including drafts of those documents. 15. Pursuant to C.P.L.R (h), these requests are continuing in nature and require you to promptly produce any additional responsive documents located after the date of the initial production. DocuMENTs REQUESTED 1. All documents concerning the Transactions or the Loans, including all documents concerning: (a) communications by or with GreenPoint concerning the Transactions or the Loans, including communications between GreenPoint and any of the Transactions Parties or third parties (e.g., correspondent brokers and lenders) and communications among GreenPoint employees; (b) the origination, underwriting, acquisition, due diligence and quality control of the Loans, including loan-origination files, loan "tapes" (final and preliminary versions), underwriting guidelines, loan-underwriting exception reports, due-diligence reports, qualitycontrol reports and policies and practices, fraud-control and fraud-detection reports and policies and practices, risk-assessment reports and policies and practices, correspondent credit reports, performance reports of correspondent loan originations, correspondent ap- 5

8 proval lists, appraiser approval lists, underwriter performance measures and performance reports and management directives and reports; (c) the selection of the Loans for sale and/or securitization; (d) the servicing and surveillance of the Loans, including any call reports or other servicing records; (e) the negotiation and structuring of the Transactions; (0) the contractual documentation concerning the Transactions, including all documents (such as drafts and non-final versions of the documentation) concerning the preparation or execution of such contractual documentation; (g) the marketing of the Securitization, including statements made in the ProSupp concerning GreenPoint, the Transactions or the Loans; (h) the preparation of documents concerning the marketing of the Securitization or in connection with required disclosures relating thereto, including the ProSupp; (i) GreenPoint's knowledge or analysis of the existence or extent of breaches of, or compliance with, representations and warranties concerning the Loans; () any efforts by, or notices or demands of, GreenPoint to cure, repurchase or substitute any Loans that breached one or more of GreenPoint's representations and warranties; (k) the Notices, including analyses of the Breaching Loans; and (1) the entry into GreenPoint's books, records and financial and computer systems of the Transactions, the Loans and all related payments and payment obligations. 2. All documents concerning GreenPoint's policies, practices, procedures, analysis or assessment, whether for internal, use or presentation to, or use by, third parties (e.g., correspondent brokers, lenders and rating agencies), with respect to the following matters concerning GreenPoint's mortgage-lending business, securitization or other secondary market transactions, sources and uses of capital in connection therewith: (a) (b) (c) (d) (e) (f) GreenPoint's "originate and sell" business model; loan, originator, broker and correspondent due diligence; loan origination; loan underwriting; loan servicing and surveillance; flow or whole-loan sale and securitization; 6

9 (g) (h) (i) quality control; fraud control and fraud detection; and risk assessment. 3. All training materials and guides, guidelines and all related or similar documents provided to GreenPoint employees, or third-party employees of correspondent brokers and lenders, directly or indirectly responsible for the matters set forth in Section 2(a)-(i) of this request. 4. All documents concerning private or public claims, litigations, actions, investigations or inquiries concerning mortgage-loan originations, sales or securitizations and directly or indirectly concerning GreenPoint, or any affiliate with which GreenPoint's financial results are consolidated, including all documents concerning: (a) claims concerning any actual or alleged breach by GreeniPoint of representations and warranties pertaining to mortgage loans, including claims demanding the cure, repurchase or substitution of mortgage loans; (b) any claim, litigation, action, investigation or inquiry by any governmental or lawenforcement personnel or agency concerning any predatory practices, fraud, negligence, errors, omissions or other irregularities or flaws in the origination, servicing, underwriting, sale or securitization of mortgage loans; and (c) legal actions or investigations resolved or pending against GreenPoint concerning the origination, servicing, underwriting, sale or securitization of mortgage loans or the accounting treatment of any of the foregoing. 5. All documents concerning informnation provided to, by or among North Fork, Capital One or any of the Transactions Parties concerning: (a) GreenPoint's financial performnance in connection with any of the items set forth in Section 2(a)-(i) of this request, including the valuation of GreenPoint-originated, -underwritten, -serviced, -sold or -securitized mortgage loans, related securities and residual interests therein; (b) (c) the performance of the Loans or the Securitization; the performance of any mortgage loans that were not securitized; (d) the performance of GreenPoint employees, or third-party employees of correspondent brokers and lenders, directly or indirectly responsible for the origination, servicing, underwriting, sale or securitization of mortgage loans; and (e) the performance of GreenPoint employees, or third-party employees of correspondent brokers and lenders, directly or indirectly responsible for quality control, fraud control and fraud detection or risk assessment concerning mortgage loans, including any documents related to the collection of delinquent mortgage payments. 7

10 6. All documents concerning any communication by, among or within North Fork, Capital One or any of the Transactions Parties concerning: (a) GreenPoint' s financial performance in connection with any of the items set forth in Section 2(a)-(i) of this request, including the valuation of GreenPoint-originated, -underwritten, -serviced, -sold or -securitized mortgage loans, related securities and residual interests therein; (b) GreenPoint's origination, servicing, underwriting, sale or securitization policies, practices or performance; and (c) GreenPoint's mortgage-loan quality-control, fraud-control and fraud-detection or risk-assessment policies, practices or performance. 7. All documents, including documents prepared by investment bankers, accountants and any other third party, concerning North Fork's acquisition of GreenPoint, including all documents concerning the Transactions, the Loans or GreenPoint's policies and practices concerning the items set forth in Section 2(a)-(i) of this request. 8. All documents, including documents prepared by investment bankers, accountants and any other third party, concerning Capital One's acquisition of North Fork, including all documents concerning the Transactions, the Loans or GreenPoint's policies and practices concerning the items set forth in Section 2(a)-(i) of this request. 9. All documents concerning GreenPoint's cessation of mortgage-loan originations. 10. All documents concerning any North Fork or Capital One board meeting in which GreenPoint was discussed. I11'. All documents, including organizational charts, concerning the organizational structure of employees at GreenPoint, including names and titles of managers and supervisors, the years they worked at GreenPoint and to whom they each reported. 12. All documents concerning the relationship between North Fork and GreenPoint, including which North Fork employees were responsible for the GreenPoint operations and which GreenPoint employees reported to North Fork. 13. All documents concerning the relationship between Capital One and GreenPoint, including which Capital One employees were responsible for the GreenPoint operations and which GreenPoint employees reported to Capital One. 14. All documents concerning GreenPoint's policies, practices, directives rules or understandings concerning the retention and destruction of documents.

11 Dated: New York, New York February 5, 2009 Respectfully submitted, NIXON PEABODY LLP PATTERSON BELkNAP WEBB & TYLER LLP Attorneys for Plaintiff U.S. Bank National Attorneys for Plaintiffs Syncora Guarantee Inc. Associati~n as Indenture Trustee and CIFG Assurance North nca, Inc. By: / & ~ ~ & 4 ' Constance M. Boland Dvd*6que 437 Madison Avenue 1133 Avenue of the America New York, New York New York, New York Telephone: (212) Telephone: (212) Fax: (212) Fax: (212)

12 Index No. SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee for the Benefit of the Insurers and Noteholders of GreenPoint Mortgage Funding Trust 2006-HE1, Home Equity Loan Asset-Backed Notes, Series 2006-HEI; SYNCORA GUARANTEE INC., formerly known as XL CAPITAL ASSURANCE INC., as Controlling Insurer, Note Controlling Party and Class Ax Insurer; and CIFG ASSURANCE NORTH AMERICA, INC., as Class Ac Insurer, -against- Plaintiffs, GREENPOINT MORTGAGE FUNDING, INC., Defendant. Plaintiffs' First Set of Document Requests to Defendant Patterson Belknap Webb & Tyler LLP Attorneys for SYNCORA Guarantee Inc. and CIFG Assurance North America, Inc Avenue of the Americas New York, New York Telephone: (212) M)

13 IiiJI!JyisMp t rri!jii iijiii,f ~'$ /09/2009 Mailed From US POSTAGE Sender.---C R IIDM I New York State Department of Stalts 99 Washington AvenueII Receipt # fl A. Signature: ([]Addresses or CAgent) II I 11 I' S. Recleved by: (Pleae Print Clearly) R EEP EUSE c. oato of Delivery Article Addressed To: LU D -0C/ AreeeADdrs if. ifferentfrernaddess Used by Sender) GREENPOINT MORTGAGE FUNDING, INC. (0 CORPORATION SERVICE COMPANY zsecondary Address I Sulte i Apt. i Floor (Please PrintI Clearly) 80S A E S R E 0 Q LU <ALBANY, NY W 00 z z 0 CL