FILED: NEW YORK COUNTY CLERK 08/23/ :28 PM INDEX NO /2014 NYSCEF DOC. NO. 599 RECEIVED NYSCEF: 08/23/2016

Size: px

Start display at page:

Download "FILED: NEW YORK COUNTY CLERK 08/23/ :28 PM INDEX NO /2014 NYSCEF DOC. NO. 599 RECEIVED NYSCEF: 08/23/2016"

Holly Bruce
5 years ago
Views:

1 FILED: NEW YORK COUNTY CLERK 08/23/ :28 PM INDEX NO /2014 NYSCEF DOC. NO. 599 RECEIVED NYSCEF: 08/23/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK PART 60 In the matter of the application of U.S. BANK NATIONAL ASSOCIATION, THE BANK OF NEW YORK MELLON, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., WILMINGTON TRUST, NATIONAL ASSOCIATION, LAW DEBENTURE TRUST COMPANY OF NEW YORK, WELLS FARGO BANK, NATIONAL ASSOCIATION, HSBC BANK USA, N.A., and DEUTSCHE BANK NATIONAL TRUST COMPANY (as Trustees under various Pooling and Servicing Agreements and Indenture Trustees under various Indentures), AEGON USA Investment Management, LLC (intervenor), Bayerische Landesbank (intervenor), BlackRock Financial Management, Inc. (intervenor), Cascade Investment, LLC (intervenor), the Federal Home Loan Bank of Atlanta (intervenor), the Federal Home Loan Mortgage Corporation (Freddie Mac) (intervenor), the Federal National Mortgage Association (Fannie Mae) (intervenor), Goldman Sachs Asset Management L.P. (intervenor), Voya Investment Management LLC (f/k/a ING Investment LLC) (intervenor), Invesco Advisers, Inc. (intervenor), Kore Advisors, L.P. (intervenor), Landesbank Baden-Wurttemberg (intervenor), Metropolitan Life Insurance Company (intervenor), Pacific Investment Management Company LLC (intervenor), Sealink Funding Limited (intervenor), Teachers Insurance and Annuity Association of America (intervenor), The Prudential Insurance Company of America (intervenor), the TCW Group, Inc. (intervenor),thrivent Financial for Lutherans (intervenor), and Western Asset Management Company (intervenor), -against- Petitioners, FEDERAL HOME LOAN BANK OF BOSTON (intervenor), TRIAXX PRIME CDO , LTD., TRIAXX PRIME CDO , LTD., TRIAXX PRIME CDO , LTD. (intervenors), QVT FUND V LP, QVT FUND IV LP, QUINTESSENCE FUND L.P., QVT FINANCIAL LP (intervenors), BREVAN HOWARD CREDIT CATALYSTS MASTER FUND LIMITED, BREVAN HOWARD CREDIT VALUE MASTER FUND LIMITED (intervenors), THE NATIONAL CREDIT UNION ADMINISTRATION BOARD, as Liquidating Agent for U.S. Central Federal Credit Union, Western Corporate Federal Credit Union, Members United Corporate Federal Credit Union, Southwest Corporate Federal Credit Union, and Constitution Corporate Federal Credit Union (intervenor), AMBAC ASSURANCE CORPORATION, THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION (intervenors), and W&L INVESTMENTS, LLC (intervenor), Respondents, for an order, pursuant to CPLR 7701, seeking judicial instruction, and approval of a proposed settlement. Index No /2014 The Hon. Marcy J. Friedman, J.S.C. NOTICE OF ENTRY 1 of 7

2 PLEASE TAKE NOTICE that annexed hereto is a true and correct copy of the Final Order and Judgment issued by the Honorable Marcy S. Friedman on August 12, 2016, which was duly entered in this action by the Clerk of the New York State Supreme Court, County of New York, on August 23, Dated: August 23, 2016 MAYER BROWN LLP s/ Matthew D. Ingber Matthew D. Ingber Christopher J. Houpt 1221 Avenue of the Americas New York, New York (212) Attorneys for Petitioners The Bank of New York Mellon and The Bank of New York Mellon Trust Company, N.A. To: All Counsel via e-filing of 7

3 FILED: NEW YORK COUNTY CLERK 08/23/ :07 AM INDEX NO /2014 NYSCEF DOC. NO. 598 RECEIVED NYSCEF: 08/23/ of 57

4 Petitioners, the Trustees,' solely in each of their respective capacities as trustee, indenture trustee, successor trustee, or separate trustee of the residential mortgage-backed securitization trusts (the "Accepting Trusts") identified in Exhibit A to the Trustees' First Amended Petition, NYSCEF Doc. 57 (the "First Amended Petition"), having applied to this Court for an order pursuant to CPLR 7701 for judicial instruction and approval of a settlement entered into by and among JPMorgan Chase & Co. and a group of Institutional Investors,2 such settlement being embodied in the RMBS Trust Settlement Agreement, entered into as of November 15, 2013, err abo modified as of July 29, 2014, and accepted by the Trustees ovuly 30, 2014 and October 1, 2014 (the "Settlement Agreement"); UPON this Court having conducted an evidentiary hearing on the Trustees' First etntl Cbrifi rua.i rts O' jcinuatv 22-7 a etc( 26; Amended Petition commencing on January 20, 2016 and it-k5ust,z UPON this Court having rendered its decision (the "Decision") on, 2016, which Decision is attached hereto as Exhibit A; and UPOI he Decision with notice o n which is attached hereto as Exhibit B, having parties on, 2016; < d UPON all of the pleadings and proceedings, it is hereby ORDERED that the cause of action in the First Amended Petition for a declaratory judgment is granted to the following extent: It is hereby ORDERED, ADJUDGED, and DECLARED that: 1 The Trustees are U.S. Bank National Association', The Bank of New York Mellon) The Bank of New York Mellon Trust Company, N.A. Wilmington Trust, NationalAssociationl Law Debenture Trust Company of New York! Wells Fargo Bank, National Association!HSBC Bank USA, N.A. and Deutsche Bank National Trust Company. 2 The Institutional Investors are AEGON USA Investrhent Management, LLC; Bayerische LandesbanV blow--y-efic MAR* BlackRock Financial Management Inc.; Cascade Investment, L.L.C.; Federal Home Loan Bank of Atlanta; Federal National Mortgage Association and Federal Home Loan Mortgage Corporation; Goldman Sachs Asset Management, L.P.; Voya Investment Management LC f/k/a ING Investment Management LLC; lnvesco Advisers, Inc.; Kore Advisors, L.P.; Landesbank Baden-Wu rttemberg; Metropolitan Life Insurance Company; Pacific Investment Management Company LLC; Sealink Funding Limitecylzipaugirits-iwrestntent-managezlieulaffger BeetmatlEurape-14tititeel: Teachers Insurance and Annuity Association of America; The Prudential Insurance Company of America; The TCW Group, Inc. co-behaself,and-its-sttbsielieries; Thrivent Financial for Lutherans; and Western Asset Management Company. 2 2 of 4 42 of 75 2 of 5

5 1. Fo ses of this Final Order a Judgment, the Court adopts I defined terms set forth in t lement Agreement. pitali terms used herein, less o s erwise defined all have the eanings set orth in the Settle ent Agree ent. The Court has jurisdiction over the subject matter of this Article 77 proceeding, all parties to this proceeding, the Accepting Trusts, and all Certificateholders, Noteholders, and other parties claiming rights in the Accepting Trusts. The Court shall retain jurisdiction to enforce the terms of this Final Order and Judgment. As previously found in the August jog, 2014 Order to Show Cause, NYSCEF Doc. 40 and the October, 2014 Order to Show Cause, NYSCEF Doc. 68, Certificateholders, Noteholders, and any other parties claiming rights in any Accepting Trust have been provided with notice that was reasonable and adequate and was the best notice practicable, was reasonably calculated to put interested parties on notice of this action, and constitutes due and sufficient'notice of this special proceeding in satisfaction of federal and state due process requirements and other applicable law. All such persons have been given the opportunity to be heard in opposition to the First Amended Petition and to raise any claims relatipg to tpe Trustees' valuation and acceptance of the Settlement Agreement. bijecf*r orr Wfri. l,verhy,enf 042-(1,ufed; arid aid oge A lilt objections to the Trustees' conduct in connection with the Settlement -f-h4-t- were. ecl "fk ;,s SpecoL?roceQatiA5 tiaoz face' we rrt. um all ci Art died waived- AgreementAare-owertukok and any objections Aatelaitiwre4eteettiomeittt cieenteci.. AggePvmatit that have not been raised are/waived. Each of the Trustees acted within the bounds of its discretion, reasonably, and in good faith with respect to its evaluation and acceptance of the Settlement Agreement, concerning the Accepting Trusts. Certificateholders, Noteholders, and any other parties claiming rights in any Accepting Trusts are barred from asserting claims against any Trustee with respect to such Trustee's evaluation and acceptance of the Settlement Agreement and 3 3 of 4 53 of 75 3 of 5

6 implementation of the Settlement Agreement, so long as such implementation is in accordance with the terms of the Settlement Agreement. SO ORDEr:,5"5t On the ia day of 2016 EN ER MARCY. ED. AN, J.S.C. FILED AUe 'COUNTY MEWS OFFICE, INVOCIONit u,cs. M1h ).5. Assn (-7c61 es-aa -kocrit- Log) 12)140-\ 0C Zos6n c2: NA onto -\-- )L41436 %A- 4 4 of 4 46 of 57

7 'FILE D AUG 23 V316 AtA E CLKS OFFICe 57 of 57

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK. In the matter of the application of

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK In the matter of the application of U.S. BANK NATIONAL ASSOCIATION, THE BANK OF NEW YORK MELLON, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,