1 of 43 COUNTY OF NEW YORK - CIVIL TERM - PART 60 WELLS FARGO BANK, NATIONAL ASSOCIATION, U.S. BANK USA, N.A., and DEUTSCHE BANK NATIONAL TRUST

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1 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO /2017 â SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK - CIVIL TERM - PART X 4 In the matter of the application of WELLS FARGO BANK, NATIONAL ASSOCIATION, U.S. 5 BANK NATIONAL ASSOCIATION, THE BANK OF NEW YORK MELLON, ~ THE BANK OF NEW YORK MELLON TRUST COMPANY, ~ 6 N.A., WILMINGTON TRUST, NATIONAL ASSOCIATION, HSBC BANK USA, N.A., and DEUTSCHE BANK NATIONAL TRUST 7 COMPANY (as Trustees, Indenture Trustees, Securities Administrators, Paying Agents, and/or 8 Calculation Agents of Certain Residential Mortgage-Backedâ Securitization Trusts), 9 Petitioners, For Judicial Instructions under CPLR Article on the Administration and Distribution of a Settlement Payment. 12 -X X Index No /17 60 Centre Street 13 ORAL ARGUMENT and RULING New York, N.Y. 14 December 20, B E F 0 R E: HONORABLE MARCY S. FRIEDMAN, 17 Justice A P P E A R A N C E S: 20 HAHN 6 HESSEN LLP Attorneys for the Petitioner Wells Fargo Madison Avenue New York, N.Y BY: ZACHARY G. NEWMAN, ESQ. - and - 23 FAEGRE BAKER DANIELS LLP Attorneys for the Petitioner Wells Fargo Wells Fargo Center 90 South Seventh Street 25 Minneapolis, Minnesota BY: MICHAEL F. DOTY, ESQ. 1 of 43

2 â â (Appearances continued:) 3 4 JONES DAY ESQS. 5 Attorneys for the Petitioner U.S. Bank 250 Vesey Street 6 New York, N.Y BY: NINA YADAVA, ESQ. 7 LOCKE R. McMURRAY, ESQ. 8 9 MAYER BROWN LLP Attorneys for the Petitioners BNY Mellon Avenue of the Americas New York, N.Y â 11 BY: MATTHEW D. INGBER, ESQ. JAMES ANCONE, ESQ ALSTON & BIRD, ESQS. 14 Attorneys for the Petitioner Wilmington Trust 90 Park Avenue 15 New York, N.Y BY: ALEXANDER S. LORENZO, ESQ MORGAN LEWIS, ESQS. 18 Attorneys for the Petitioner Deutsche Bank 1701 Market Street 19 Philadelphia, PA BY: KURT W. RADEMACHER, ESQ ALAN F. BOWIN, i RMR, 23 Official Court Reporter ALAN F. BOURN, RMR, 2 of 43

3 3 2 THE COURT: On the record. 3 Good morning. 4 May I have counsel's appearances, please? 5 MR. ANCONE: Good morning, your Honor. 6 James Ancone, Mayer Brown, for Petitioner 7 HSBC. 8 MR. NEWMAN: Good morning, your Honor. 9 Zachary Newman, of Hahn 6 Hessen, for Wells 10 Fargo. 11 We also filed motions for pro hac vice for 12 the Faegre Baker firm, for Bob Schnell and Michael 13 Doty, who is here to my left (indicating). 14 MS. YADAVA: Good morning, your Honor. 15 Nina Yadava, from Jones Day, on behalf of 16 U.S. Bank National Association. 17 MR. McMURRAY: Locke McMurray, Jones Day, for 18 U.S. Bank National Association. 19 MR. LORENZO: Good morning, your Honor. 20 Alex Lorenzo, Alston 6 Bird, for Wilmington 21 Trust. 22 MR. RADEMACHER: Good morning, your Honor. 23 Kurt Rademacher, from Morgan Lewis, for 24 Deutsche Bank National Trust Company. 25 MR. INGBER: Good morning, your Honor. 26 Matthew Ingber, from Mayer Brown, for the ALAN F. BOURN, RMR, 3 of 43

4 4 2 Bank of New York Mellon entities. 3 THE COURT: Now, let's just briefly address 4 the pro hac vice issue. The motion is not returnable 5 until January 2. If there were to be opposition, it 6 would be a first for me, so what I am going to do is to 7 provisionally grant pro hac vice status to the counsel 8 from Honor' 9 MR. NEWMAN: Faegre Baker, your Honor? 10 THE COURT: Faegre Baker & Daniels, and 11 that would be for Mr. Schnell, but I don't see him here 12 today.. 13 MR. NEWMAN: Mr. Schnell had depositions in 14 California scheduled for this week. 15 THE COURT: All right. Of course, that's not 16 a problem. 17 MR. NEWMAN: Thank you. 18 THE COURT: So for Mr. Schnell, Mr. Newman 19 [sic], and Mr. Doty. 20 And the final order will be considered on 21 January 2, the return date of the motion. There will 22 be no need for an appearance on that date. 23 MR. NEWMAN: Thank you, your Honor. 24 THE COURT: Now, we have the trustees' order 25 to show cause for provisional relief pending hearing of 26 this Article 77 petition. 4 of 43

5 â 5 2 Counsel, feel free to be seated when you' re 3 not speaking. I'm sorry; I didn't realize you were 4 waiting for me to invite you to sit. 5 (All counsel seated.) 6 THE COURT: When this order to show cause was 7 presented on Friday, I granted the relief of approving 8 deposit of settlement proceeds into escrow accounts but 9 I deferred hearing on whether certain investments 10 should be approved and other relief should be granted. 11 I would like to hear from counsel on the relief that is 12 being requested. 13 And I should tell you up-front that I have 14 concerns about approving this directive that the funds 15 be invested in identified Funds without there being 16 prior notice to the certificate holders, so you can 17 address that in the course of your argument. 18 I should also tell you that I have a strong 19 disinclination to approve This (indicating) is rather oddly numbered, we' 21 so re just figuring this out. 22 It's 2, subparagraph (3), which seeks a 23 discharge and release from any liability of the escrow 24 agents and trustees upon entry of the order to show 25 cause. So that is a very drastic relief, and along the 26 same lines, I do not see how I could approve, or how I 5 of 43

6 6 2 could approve an order that could be construed as 3 determining that all of the provisions in the escrow 4 agreements that were annexed to the order to show cause 5 were valid and binding. 6 So you can address those issues in the 7 context of your argument. But I would appreciate it if 8 you would begin by giving me the background of this 9 order to show cause and, in particular, explaining why 10 this is being brought on an emergency basis and when 11 the funds are coming from JPMorgan and factual matter 12 of that sort. 13 So who will begin? 14 MS. YADAVA: Your Honor, I will. 15 THE COURT: Ms. Yadava, I am told I have a 16 verdict on my case 17 MS. YADAVA: Okay. 18 THE COURT: so perhaps I should address 19 that. 20 And it's a fairly good thing that I don't 21 have to interrupt you midstream. So give us about minutes; I hope that will be enough. 23 Thank you. 24 (Recess.) 25 THE COURT: Back on the record. 26 We will now hear from Ms. Yadava. 6 of 43

7 7 2 MS. YADAVA: Good morning, your Honor. 3 The trustees are here today because we will 4 be receiving a $4.5 billion payment from JPMorgan. 5 This was the subject of an Article 77 proceeding before 6 your Honor that concluded in and now we 7 are receiving the payment. 8 The payment is imminent. We expect to 9 receive this payment either this week or next week, but 10 JPMorgan has indicated that it intends to pay before 11 the end of the year. The final steps before payment, 12 including the expert allocation report, have been 13 completed; they have been finalized, and now we are 14 just awaiting payment. 15 The reason, your Honor, we couldn't come to 16 you earlier to ask you for advice and guidance on 17 these on this payment and how to hold it is 18 because until we received the final expert allocation 19 report, we did not know which issues that we describe 20 in our petition affected which trusts. Certain of the 21 issues are a result of the documentation but certain of 22 the issues are a result of the documentation in 23 connection with the amount of the payment that is to go 24 to a certain trust. 25 Depending on the amount of that payment, 26 certain issues affected certain trusts. What we spent 7 of 43

8 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO /2017 â 8 2 last week doing, before we filed our papers, was trying 3 to determine which trusts were affected by which issues 4 based on the allocation of the Settlement Payment to 5 those trusts. 6 We have tried to keep trusts out of this 7 proceeding that do not have economic issues based on 8 the distribution. 9 In other words, there are certain trusts that 10 the issues described in our petition do not affect in 11 that if your Honor orders a pay-first versus 12 write-up-first up mechanism versus any other issue, the 13 payments don't change to the certificate holders. So we' 14 we've taken out those trusts from this proceeding and we' 15 we've only brought this proceeding on behalf of 270 of 16 the original 315 trusts. 17 So, of this 270 for these 270 trusts, as 18 described in our petition, there are certain issues 19 affecting the distribution. We need some judicial 20 guidance on contractual interpretation of the 21 settlement agreement and, oftentimes, the settlement 22 agreement in connection with the governing agreements 23 of the trusts. 24 The settlement agreement at issue here 25 provides, the trustees will retain the Settlement 26 Payment in an escrow amount in an escrow ALAN F. BOURN, RMR, 8 of 43

9 9 2 agreement in an escrow account, but the settlement 3 agreement is silent on whether these funds should be 4 invested or be uninvested. 5 Accordingly, we are here today to seek your 6 authority, your Honor, to invest the funds in certain 7 safe investments, as explained by our expert Dean 8 Hubbard. The trustees believe that it is a benefit to 9 certificate holders to invest these funds so that the 10 funds, essentially, accrue interest during the pendency 11 of the proceeding. 12 There are certain numbers that we didn't have 13 available to us on Friday, when we filed our petition, 14 and I'd like to tell them to you now. The amount of 15 money that the escrow agents intend to retain during 16 the pendency of this proceeding is approximately $ billion, out of the $4.5 billion original payment. 18 But, as I described earlier, certain of that money will 19 go to certificate holders because these distribution 20 issues do not affect a certain number of those trusts. 21 We intend to pay that remaining balance of about $.9 22 billion [sic] in January but $3.4. billion will be held 23 by the escrow agents during the pendency of this 24 proceeding. 25 Obviously, that's a large amount, your Honor, we' 26 and we've calculated the expected return on that 9 of 43

10 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO /2017 â 10 2 amount, should the trustees be directed, and the escrow 3 agents directed, to invest this money in the funds we' 4 we've presented in our papers. If we invest the amount 5 in those investments, we anticipate approximately $2.7 6 million in interest over a 30-day period. 7 As Dean Hubbard said in his affidavit, the 8 investments suggested by the trustee are government 9 money market funds, and they are safe. Mr. Hubbard 10 goes into great detail to describe exactly how these they' 11 investments are safe and why re safe. 12 And, just as a point of reference, in the 13 other Article 77 proceedings that involved similar 14 distribution issues, before Justice Scarpulla, the 15 funds were held in the same types of investments, 16 government money market funds, and during the entire 17 I believe its two-year pendency of that proceeding, 18 no certificate holder ever raised an issue about those 19 particular investments. 20 One thing to note, in particular, that is 21 responsive to a question your Honor asked at the outset 22 of this proceeding: These funds are liquid, and part we' 23 of the reason that we've chosen these particular funds 24 is that if a certificate holder is to complain about 25 the trustees or the escrow agents holding this money in 26 these particular investments, we can divest the funds 10 of 43

11 11 2 almost immediately. 3 But the problem 4 THE COURT: And what will the expenses be in 5 divesting the funds? 6 MS. YADAVA: The expenses, as I understand 7 them, are minimal; and these expenses are not going to 8 go to the trustee or the escrow agent. 9 I think we want to make that really clear: 10 that the trustees here we don't benefit from these 11 investments. This is a pure benefit to certificate 12 holders, that we are accumulating interest on what is 13 eventually going to be their distributions during the 14 pendency of this proceeding. 15 But even if there are fees, which there 16 are fees, your Honor; I don't want to suggest that 17 there are no fees associated with a divestment of these they' 18 investments, but as I understand them, re so 19 minimal and would likely not be are very unlikely to 20 be greater than the interest gained on these 21 investments during that time. So, in the end, it's a 22 net benefit to the certificate holders. 23 THE COURT: What is the basis for the 24 statement that if the funds were to be divested, the 25 fees would likely be less than the interest? Has that 26 been has that issue been examined by an expert? 11 of 43

12 â 12 2 MR. McMURRAY: Professor Hubbard did not 3 address that issue, specifically, in his report. 4 MS. YADAVA: Your Honor, if you would like 5 supplemental briefing on this issue or an extra 6 you'd like to talk to Professor Hubbard about this 7 particular issue, we're happy to provide additional 8 information to the Court. 9 But it is my understanding, from learning 10 about these investments and how the return works, that 11 the fees associated are not are unlikely to be 12 greater. $2.7 million, over 30 days, is likely a 13 higher amount, in my understanding, than the actual 14 amount of the fees. It would be slightly unrealistic 15 for in my opinion for the fees to be over $ million, just to divest the funds, in a 30-day period. 17 THE COURT: Is there more to tell me? 18 MS. YADAVA: I do, your Honor [sic].. 19 The particular funds also described the 20 particular investments you have all the material 21 before you; I won't go into detail about their safety, 22 but Professor Hubbard does a detailed and thorough job 23 of explaining just how safe and how liquid these ' 24 investments are and how there's minimal risk associated 25 with them. 26 And, in furtherance of your concern that 12 of 43

13 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO / there was not a 30-day notice period, or a longer 3 notice period, to certificate holders to come in and 4 tell us exactly how they want us to hold this money, I 5 think it's important to realize that it's a lot of 6 money; there's a lot of interest that could be earned 7 over that notice period. 8 We did provide the notice your Honor 9 requested yesterday 10 THE COURT: Well, we only 11 I know you can post instantly on the investor 12 sites and the RMBS trustees' settlement site, but we 13 didn't make the order until yesterday requesting the 14 posting. Has that been done? 15 MS. YADAVA: Yes, your Honor, and we have an 16 affidavit of the person in our firm who caused all the 17 links to be posted and the DTC LENS notice to be 18 disseminated. So we are 19 THE COURT: And the case was called for 10:00 20 a.m. It is now 10:50 a.m. and the record will reflect 21 that no certificate holder has come forward. 22 But, obviously, although you complied with my 23 order, that was not a great deal of notice. 24 MS. YADAVA: Your Honor, I completely 25 understand that. 26 Just one point I wanted to make on the notice 13 of 43

14 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO / is that investors are watching this proceeding very 3 carefully in that we have received correspondence, 4 â s, phone calls from certificate holders that are 5 aware that this proceeding was filed on Friday. There 6 was a Law360 article on Monday morning, early, listing 7 the docket number. 8 To our knowledge, most of the investors in 9 these trusts are sophisticated and they are following 10 the proceeding. So, even if they did not get notice 11 directly through the website or through DTC LENS, it's 12 likely that they saw the order posted to the docket they' 13 because re following the proceedings carefully. 14 So, your Honor, I think that that's I'm 15 not going to go into detail about the safety of the we' 16 investments; re happy to take particular questions 17 about them, based on Mr. Hubbard's affidavit, but he 18 The real issue, I think, for the Court here 19 today is that if we don't have an order, a directive, 20 to invest the funds, there is a large amount of money 21 that could be sitting uninvested until such time as 22 holders have a chance to appear and discuss with the 23 Court their preference. But, should that preference be we' 24 different than the investments that we've proposed, it 25 is a relatively straightforward, simple job to divest 26 the funds and move them to other investments, hold them 14 of 43

15 15 2 in a different manner; and we can do that at the 3 January 29th or 31st conference, should 4 certificate holders want to challenge or question or 5 have any comments on the investments that we have 6 chosen and that we hope the Court will order today. 7 There is an opportunity for certificate holders to 8 discuss those issues at that time and we can make 9 arrangements to change our path, going forward, to move 10 the investments or to take them out. 11 THE COURT: I believe we set the initial 12 conference for January MS. YADAVA: Right. 14 THE COURT: If we were to set a conference 15 for the first week in January, for the specific purpose 16 of giving any certificate holders the opportunity to 17 appear and object to the proposed investment of the 18 funds to be received from JPMorgan, would that be 19 acceptable to the trustees? 20 MS. YADAVA: Your Honor, I think we can 21 discuss that as a group (indicating). I believe that 22 it would be acceptable to the trustees; however, I 23 think it's important for the Court to realize that we 24 are likely to get this payment this week or next week, 25 so those funds will be held uninvested, then, until the 26 January conference. 15 of 43

16 16 2 It may be it seems, at least to us, that 3 if we are to invest these funds as if the Court were 4 to put an interim order directing us to invest these 5 funds as dictated, or detailed, in our papers, we could 6 do that and we could still have a January conference, 7 should the Court request it, and if any certificate 8 holders challenge the process or challenge the 9 investments, we could amend or change course at that 10 time. 11 THE COURT: What is the basis for your belief 12 that you are going to get the funds this week or next 13 week? I don't think there's anything in this record 14 about that other than an attorney's affidavit or 15 affirmation, without I don't believe there was 16 supporting documentation. 17 MS. YADAVA: Your Honor, that's correct. We 18 actually don't have any supporting documentation, but 19 JPMorgan has told the trustee group that it will 20 definitely pay before the end of the year, and it is 21 likely to pay I' what I've heard, the most recent 22 conversations, is the 26th or the 27th of December. 23 THE COURT: And who 24 Sorry. I didn't mean to cut you off. 25 Who has been conducting these conversations? 26 MS. YADAVA: My colleague, Mr. Doty 16 of 43

17 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO /2017 â 17 2 (indicating), I think, just had a discussion, very 3 recently, again with JPMorgan. 4 THE COURT: So, then, let's hear from 5 Mr. Doty about it. 6 MR. DOTY: Yes, your Honor. 7 So folks at Wells Fargo and our firm, Faegre 8 Baker Daniels, have been in discussions with JPMorgan 9 and their in-house counsel about the timing of the 10 payment and we heard from them late last night that 11 they intend to send the payment at least with 12 respect to Wells Fargo and, I would assume, with 13 respect to the other trusts as well they intend to 14 send the payment late on the 26th or very early on the 15 27th. So we will be getting this money at some point 16 after 9:00 p.m. on December 26th or before 9:00 a.m. on 17 December 27th. 18 THE COURT: And you were a participant in 19 this conversation? 20 MR. DOTY: I was copied on the s. â 21 THE COURT: Do you have an here? 22 MR. DOTY: I have it on my phone 23 (indicating), your Honor. I can forward it. It came 24 in very late. 25 THE COURT: Can you explain to me why a 26 communication like this comes in very late? This ALAN F. BOURN, RMR, 17 of 43

18 18 2 settlement was made many, many months ago and there is 3 a date in the settlement agreement correct? for 4 the payment? 5 What is there a tell me what provision 6 of the settlement agreement provides for the payment 7 and let's look at it. 8 Do you want some water? 9 MR. DOTY: No, thank you, your Honor. 10 (Pause.) 11 MR. DOTY: Your Honor, if you look at the 12 settlement agreement, section 3.01 is where the payment 13 mechanics are described; specifically, "all such 14 payment" let's see Specifically, your Honor, the settlement, at , provides that JPMorgan will pay the portion of 17 the Settlement Payment equal to the aggregate amount of 18 the Allocable Shares of all Settlement Trusts for which 19 such Accepting Trustee acts as Trustee to a single 20 escrow account designated by each or: excuse 21 me by such Accepting Trustee within 30 days of the 22 Final Expert Calculation, as defined herein." 23 And the Final Expert Calculation was received 24 last Tuesday. 25 MS. YADAVA: Your Honor, there's a draft of 26 the final expert allocation; right? 18 of 43

19 19 2 MR. DOTY: Oh, I I thought that we had 3 the 4 MR. INGBER: I think the final was received 5 on Monday, December 18th, which was just a day before 6 yesterday. We received a draft in advance because we 7 wanted to be able to run the calculations so that we 8 could figure out which trusts were affected by which 9 issues.. 10 But the final expert report came out on 11 Monday, December 18th, and because of that normally, 12 JPMorgan, pursuant to this provision, has 30 days to 13 pay us. This would not have been an emergency in the 14 sense that if JPMorgan had used the full 30 days. 15 But now we understand that, based on other dates that 16 triggered when the allocation report was done, it's 17 come toward the end of the year and they want to pay 18 this before the end of the year. 19 THE COURT: Now, is there any difference 20 between the funds which you are requesting leave to 21 invest and the funds that were approved by Judge 22 Scarpulla in the similar Article 77 proceeding that she 23 handled? 24 MS. YADAVA: Your Honor, they are all 25 government money market funds. 26 We do have a copy of Justice Scarpulla's 19 of 43

20 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO / order here, and each 3 THE COURT: I have it; I'm looking at it. 4 MS. YADAVA: Okay. 5 THE COURT: But are they the same funds? 6 MS. YADAVA: Your Honor, I believe they 7 are there's significant overlap. I don't think that 8 there are any funds that are unique in this proceeding 9 that were not approved, but I would need to just 10 double-check. 11 (Pause.) 12 THE COURT: Okay. I think that all of the 13 funds here have the same ticker numbers as the funds at 14 issue before Justice Scarpulla. that' 15 MS. YADAVA: Yes, your Honor, I think that's 16 correct (indicating). 17 THE COURT: All right. 18 MS. YADAVA: Your Honor, there may be one 19 fund, the Federated Treasury Obligations Fund. There 20 is another, Federated U.S. Treasury Cash Reserves 21 Institutional Fund, that was approved. I'm just trying 22 to I don't see the Federated Treasury Obligations 23 Fund specifically listed in the papers. 24 (Pause.) 25 MS. YADAVA: Although, your Honor, not to 26 interrupt while you're reading, but the descriptions of ALAN F. BOURN, RMR, 20 of 43

21 21 2 the funds, as described by Professor Hubbard, are very 3 similar, between the Federated U.S. Treasury Cash 4 Reserves and the Federated Treasury Obligations Fund. 5 It's Exhibit 1 to the Hubbard report. 6 THE COURT: Yes; I'm looking at it. 7 (Pause.) 8 THE COURT: Let's go to a different issue: 9 Can you explain the difference to me between 10 the or between or among the different funds; the 11 differences in the investments they will make? 12 MR. McMURRAY: Yes, your Honor. 13 THE COURT: Counsel, would you mind repeating 14 your name, please? 15 MR. McMURRAY: Yeah. 16 Locke McMurray, from Jones Day. 17 THE COURT: Thank you. 18 MR. McMURRAY: These funds are money market 19 funds which are governed by 20 THE COURT: "Money market funds..."? I 21 didn't hear the rest of the sentence. 22 MR. McMURRAY: which are governed by SEC 23 Rule 2(a) (7); and in order to be a government money 24 market fund, they have to invest 99.5 percent of their 25 assets in cash, U.S. treasuries, other government 26 obligations, and something known as "fully ALAN F. BOURN, RMR, 21 of 43

22 22 2 collateralized repurchase obligations." 3 These funds, with one exception, are all 4 invested in, strictly speaking, U.S. Treasury 5 obligations. One of the funds, the Fidelity 6 Investments Treasury Only Portfolio 7 THE COURT: I'm sorry? 8 MR. McMURRAY: The Fidelity Investments 9 Treasury Only Portfolio? 10 invests, also, in fully collateralized 11 repurchase obligations. 12 THE COURT: And what is the difference in 13 risk with respect to the fully collateralized debt 14 obligations? 15 MR. McMURRAY: Under our repurchase 16 agreement, there is counterparty credit risk, which 17 wouldn't exist in the direct investments. But the 18 repurchase obligations are secured by the same sorts of 19 investments, and so, the collateral for the 20 counterparty credit risk is the same as, you know, the 21 direct investments.. 22 So, in other words, there is, theoretically, 23 counterparty credit risk, but it's fully collateralized 24 with similar obligations as to what as to it's 25 fully collateralized by treasury obligations. 26 THE COURT: I'm sorry; I couldn't hear you. ALAN F. BOURN, RMR, 22 of 43

23 23 2 MR. McMURRAY: fully collateralized by 3 treasury obligations. 4 THE COURT: Is there anything else that any 5 of the counsel wishes to bring to my attention? I'm 6 not hearing anything. 7 Does anyone want to address the subparagraph 8 (3) that I mentioned? 9 MS. YADAVA: Your Honor, I'm happy to. 10 The subparagraph (3), I believe, is the 11 paragraph that you discussed that discharges the escrow 12 agents and trustees from liability associated with 13 these investments. 14 The point of that paragraph, essentially, 15 your Honor, is to get some comfort for the trustees and 16 the escrow agents in these investments. I' 17 As I've said before, the settlement agreement 18 doesn't tell us whether we should invest these funds or 19 not. We can hold them uninvested, then, under the 20 agreement and we wouldn't run afoul of the agreement, 21 but we are trying to do something here that we think 22 will benefit our certificate holders. But we can't do 23 that at the expense of the risk to the trustees and 24 escrow agents of of just any exposure to risk 25 based on those investments. they' 26 We believe re very safe investments. 23 of 43

24 â 24 2 This is why part of the reason we hired Dean 3 Hubbard to examine the investments and opine on their 4 safety. Our clients are in agreement that these are 5 safe investments; our expert has opined as such. But 6 that protection, your Honor, is just so that the 7 trustees and the escrow agents cannot be exposed, 8 during this window, to liability based on the choice of 9 those investments and the decision to invest. 10 THE COURT: I will take a ten-minute recess 11 while I consider the matter. 12 Thank you. 13 (Recess.) 14 THE COURT: All right, back on the record. 15 Let's clarify something: The Fidelity 16 Investment Treasury Only Portfolio invests not in 17 collateralized debt obligations but in collateralized 18 repurchase obligations. 19 MR. McMURRAY: Right. I'm sorry, your Honor, 20 if I misspoke. We're not trying to invest in CDOs. 21 THE COURT: No, I'm not suggesting that you 22 did. I think I misheard. 23 And that is the only fund, the Fidelity 24 Investment Treasury Only Portfolio, that does not 25 invest solely in 26 MR. McMURRAY: Right. Now 24 of 43

25 25 2 THE COURT: in U.S. 3 Tell me what. Let's hear. 4 MR. McMURRAY: all funds invest 5 exclusively in U.S. Treasury obligations, but for this 6 one fund. And but you should but your Honor they' 7 should note that under Rule 2(a) (7), re all in they' 8 re all allowed to invest in in in repurchase 9 obligations, but just the fact of the matter is that 10 none of none are currently invested in 11 collateralized repurchase obligations. 12 THE COURT: Okay. 13 And, counselor, I don't think you had 14 anything you wanted to add to that 15 MR. DOTY: No, your Honor. 16 THE COURT: correct? 17 Okay.. 18 All right, let's take ten minutes. 19 (Recess.) 20 THE COURT: Back on the record. 21 Counsel, I understand from my law clerk, with 22 whom you conferred during the recess, that there is a 23 correction to be made to the record with respect to any 24 fees in connection with divestment of the proposed 25 investments. 26 MR. McMURRAY: Yes, and I'm reading from 25 of 43

26 26 2 paragraph 31 of Professor Hubbard's report and he says 3 that the fact that all of the proposed funds have 4 chosen not to incorporate can' 5 THE COURT: I really am so sorry, but I can't 6 hear you. 7 MR. McMURRAY: Oh, I'm sorry. Excuse me. 8 I'm quoting from paragraph 31 of Professor 9 Hubbard's report and he says that all of the proposed 10 funds have chosen not to incorporate gates or 11 redemption fees that might limit the ability of the 12 escrow accounts [sic] to make withdrawals from the 13 funds. 14 THE COURT: Thank you. 15 After consideration of the requests for 16 relief, my ruling is as follows: 17 The order signed on December 19, authorizing 18 the deposit of Allocable Shares of the Settlement 19 Payment into escrow accounts pursuant to the escrow 20 agreements attached to the Schnell Affidavit in support 21 of the order to show cause, is modified to provide that 22 the grant of this relief shall not be construed as 23 determining that all provisions of the attached escrow 24 agreements are enforceable. In other words, the Court 25 declines to give an advisory opinion on the effect of 26 these many provisions. 26 of 43

27 27 2 The December 19 order otherwise remains in 3 full force and effect and is supplemented by the order 4 that the Court will issue today pursuant to the 5 decision on the record that I am now giving. 6 The Court is persuaded that an interim order 7 should be granted, authorizing the escrow agents to 8 invest the Settlement Payment into the identified 9 government money market funds. 10 The Court finds that it is in the best 11 interest of the certificate holders that the 12 substantial Settlement Payment be invested pending 13 resolution of disputes regarding distributions to 14 certificate holders at issue in this Article proceeding. In so holding, the Court has considered 16 the expert affidavit of Glenn Hubbard in which he 17 recognizes, the overriding investment objective of the 18 escrow accounts is the safety of the settlement 19 proceeds and in which he opines that the limited credit 20 risk and the liquidity of the proposed investments 21 serve this objective of safeguarding the settlement 22 proceeds. 23 The Court further notes that an attempt was 24 made to give notice to certificate holders of this 25 hearing today on the investment of the escrow proceeds 26 and a copy of the December 19 order was posted on the 27 of 43

28 28 2 RMBS settlement website and was electronically 3 transmitted to the Depository Trust Company for 4 transmission to certificate holders. Although the 5 notice was minimal in terms of the time it was given in 6 advance of this proceeding, it was notice which was 7 well calculated to reach certificate holders and none 8 has come forward today to be heard at this oral 9 argument. More important, the Court will set a date 10 early in January, with notice to the certificate 11 holders, so that they can be heard on this issue. 12 So the order that I am making today is 13 provisional; it will be in effect but it will be 14 subject to further consideration on the date that we 15 will set in early January for a further hearing. 16 The Court will not approve the request for a 17 directive that the escrow agents and trustees, upon 18 signature of the order, be finally and forever 19 judicially discharged and released from any liability 20 with respect to the receipt of the Settlement Payment 21 and the deposit maintenance, investment and management 22 of the Settlement Payment. 23 The Court will approve sections 4 and 5 of 24 the request for relief in the order to show cause that 25 was submitted on December 15 and struck, provisionally, 26 pending the hearing today. 28 of 43

29 29 2 And the Court will ask counsel to clarify the 3 language of the request in item 3 of the order to show 4 cause that was originally submitted on December 15 and 5 signed on December 19. I think we can discuss that off 6 the record, at least initially. 7 And we will also confer with counsel, off the 8 record, on a date in early January. 9 I will order the same notice as we ordered in 10 the December 19 order that supplemented the order to 11 show cause; that is, the electronic notice, but I would 12 like to know if it is feasible for counsel to serve 13 notice by mail sufficiently in advance of the hearing 14 date so that it will be meaningful. 15 My law clerk has just advised me that you had 16 agreed on January 10, so the question is, can notice by 17 mail be sent sufficiently in advance of that hearing 18 date so that it will actually be received? 19 MR. INGBER: Your Honor, Matthew Ingber. 20 We have to check with the Garden City Group, 21 which is the vendor that is responsible for 22 disseminating notice. I would be surprised if they 23 tell us that it's impossible to send out notice by mail 24 before that date, but we can certainly check with them 25 and get back to the Court. 26 THE COURT: And is it an expensive 29 of 43

30 30 2 proposition? 3 MR. INGBER: It depends on the number of 4 recipients of the mailing and the certificate registry. 5 As I understand it, it varies from trust to trust. 6 So the certificates certificate holders 7 hold these securities in beneficially; there's 8 beneficial holders, but they don't they they' re they' 9 not known to the trustee; re not listed on a 10 certificate registry. So it's not as if we have a list 11 of all of the holders of these certificates and can 12 just mail a notice to them. 13 That's why we typically disseminate notice 14 through the Depository Trust Company. The trustee will 15 send the notice to DTC; there are participating 16 banks in DTC that receive this notice, and then 17 they may or may not usually, they have lists of 18 beneficial holders and can disseminate the notice to 19 those beneficial holders. And that's how the 20 certificate holders in these trusts typically receive 21 notices from trustees. 22 THE COURT: What is your understanding as to 23 how long it takes from the time a copy is 24 electronically a copy of an order is 25 electronically transmitted to DTC to the time the DTC 26 transmits the notice, or the order, to the beneficial 30 of 43

31 31 2 holders? I' 3 MR. INGBER: So I'll look to my colleagues 4 here, in case they have more color on this question. 5 I don't know the answer. I know that we can 6 get it to DTC very quickly. I know that DTC or, I 7 have reason to think that DTC can get it to 8 participating banks reasonably quickly; I don't know 9 how many days that is. But we don't have visibility 10 into what those participating banks then do once they 11 receive notice and how long it takes them to 12 disseminate the notice to the beneficial holders. 13 That's why 14 THE COURT: Yeah. 15 MR. INGBER: you know, posting to the 16 settlement website is one way to communicate with 17 holders. That's why having the order on the docket and 18 having links to the docket on the settlement website, 19 we think, is useful. 20 If we combine DTC notice with notice on the 21 settlement website and if we can do the mailing 22 again, it's not going to reach all the holders, but if 23 we can do the mailing to the certificate holders listed 24 on the certificate registry, that's about the best we 25 can do under the circumstances. 26 THE COURT: Do counsel any of the other 31 of 43

32 â â â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO / counsel have any information about the timing of 3 this process that would be useful to impart? 4 All right. Well, I would like to make sure 5 that you make the appropriate inquiries before the 6 January 10 date so that you can give me as much 7 information as possible about the timing of that 8 process. 9 MR. INGBER: Certainly. 10 THE COURT: In addition, in the order to show 11 cause, there was a distinction in the notice program 12 that you set up for the certificate holders to have an 13 opportunity to answer the petition. You distinguished 14 between a hyperlink on the investor-reporting 15 website that was your "(X)" in the order to show 16 cause and a notice on the investor-reporting 17 website, referring to the RMBS Trustee Settlement 18 Website. Is there some reason why you can't do both a 19 hyperlink and a notice? 20 MS. YADAVA: Your Honor, if I remember 21 correctly and other counsel should weigh in here 22 I think that different trustees have different 23 capabilities with how the actual websites 24 investor-reporting websites work. So I think the 25 option was that we can either post a hyperlink or the 26 notice. That gives the trustees the most flexibility 32 of 43

33 â 33 2 to work with how their investor-reporting websites are 3 structured. 4 THE COURT: Is it not possible to do both on 5 each of the websites? 6 MS. YADAVA: Your Honor, I think that certain 7 of the trustees' websites are just not are not set 8 up in a manner that allows a hyperlink, and it may be 9 that this is just a conjecture, but I think there 10 are some issues with the security hyperlinks and 11 whatnot. So we could still provide the information; 12 anybody could you'll see the notice investors 13 could see the notice on the website. The hyperlink 14 that allows them to click may not be there but they can 15 always take that website and copy and paste it into 16 another browser and reach the website that way, without 17 having an actual hyperlink to the outside website. 18 (Pause.) 19 THE COURT: All right, you may have noticed 20 me conferring with someone 30 years younger than myself 21 about the technology issue. 22 Can all of the trustees post a notice and 23 only some of them can post a notice with a hyperlink? 24 Is that what we are hearing? that' 25 MS. YADAVA: Your Honor, I think that's 26 correct. 33 of 43

34 â FILED: NEW YORK COUNTY CLERK 12/26/ :16 PM INDEX NO /2017 â 34 2 THE COURT: Okay. Because we were a little 3 concerned, when we struck the hyperlink provision, that 4 it wouldn't tell the investors what they were going to 5 the hyperlink for. 6 So we'll modify the notice that one notice 7 provision to have the "(X)" as we had it on our 8 order to show cause and we'll add to that, "... with a 9 hyperlink, if possible." 10 And that is feasible; correct? 11 MS. YADAVA: Yes, your Honor. 12 THE COURT: Good. 13 All right, would you please confer with my 14 law clerk about the language of subdivision 3? And if 15 we need to go back on the record again, we will. 16 I request that you obtain a copy of the 17 transcript of today's proceedings, e-file it, and file 18 two hard copies with the part clerk. 19 You are advised that I reserve the right to 20 correct errors in the transcript; therefore, if it is 21 needed for any further purpose, you should have a copy 22 as so-ordered by me and not merely as signed by the 23 court reporter. 24 Thank you, and I wish you very happy 25 holidays. 26 MR. INGBER: Thank you, your Honor. ALAN F. BOURN, RMR, 34 of 43

35 35 2 (Whereupon, speaking simultaneously, multiple 3 other counsel thanked the Court.) 4 * * * 5 CERTIFIED to be a true and accurate transcript 6 of the proceedings. 7 8 ALAN F. BOWIN, i RMR, 9 Official Court Reporter ALAN F. BOURN, RMR, 35 of 43

36 1 7 Alex [1] - 3:20 ALEXANDER [1] - 2:15 1 [1] - 21:5 77 [6] - 1:10, 4:26, 7:5, 10:13, 19:22, Allocable [2] - 18:18, 26:18 10 [2] - 29:16, 32:6 27:14 allocation [5] - 7:12, 7:18, 8:4, 18:26, [1] - 2:15 19: [1] - 2:10 9 allowed [1] - 25: [1] - 1:21 allows [2] - 33:8, 33: [1] - 2:6 9 [1] - 9:21 almost [1] - 11:2 10:00 [1] - 13:19 90 [2] - 1:24, 2:14 Alston [1] - 3:20 10:50 [1] - 13: [1] - 21:24 ALSTON [1] - 2: [1] - 2:10 9:00 [2] - 17:16 amend [1] - 16:9 15 [3] - 6:21, 28:25, 29:4 Americas [1] - 2: [1] - 2:18 A amount [11] - 7:23, 7:25, 8:26, 9:14, 18th [2] - 19:5, 19:11 9:25, 10:2, 10:4, 12:13, 12:14, 14:20, 19 [5] - a.m 26:17, 27:2, 27:26, 29:5, 29:10 [3] - 13:20, 17:16 18: [1] - 2:19 ability [1] - 26:11 Ancone [1] - 3:6 able [1] - 19:7 ANCONE [2] - 2:11, 3:5 acceptable [2] - 15:19, 15:22 2 annexed [1] - 6:4 Accepting [2] - 18:19, 18:21 answer [2] - 31:5, 32:13 2 [3] - 4:5, 4:21, 5:22 accordingly ill - 9:5 anticipate [1] - 10:5 2(a)(7 [2] - 21:23, 25:7 account [2] - 9:2, 18:20 appear [2] - 14:22, 15: [3] - 10:5, 12:12, 12:15 accounts [4] - 5:8, 26:12, 26:19, 27:18 appearance [1] - 4:22 20 [1] - 1:13 accrue [1] - 9:10 appearances [2] - 2:2, 3: [1] - 7:6 accumulating [1] - 11:12 application [1] - 1: [1] - 7:6 accurate [1] - 35:5 appreciate [1] - 6: [1] - 1:13 acts [1] - 18:19 appropriate [1] - 32: [1] - 1:24 actual [3] - 12:13, 32:23, 33:17 approve [4] - 5:26, 6:2, 28:16, [1] - 2:5 add [2] - 25:14, 34:8 approve.. [1] - 5:19 26th [3] - 16:22, 17:14, 17:16 addition [1] - 32:10 approved [4] - 5:10, 19:21, 20:9, 20: [3] - 8:15, 8:17 additional [1] - 12:7 approving [2] - 5:7, 5:14 27th [3] - 16:22, 17:15, 17:17 address [6] - 4:3, 5:17, 6:6, 6:18, 12:3, argument [3] - 5:17, 6:7, 28:9 29th [1] - 15:3 23:7 ARGUMENT [1] - 1:13 Administration [1] - 1:11 arrangements [1] - 15:9 Administrators 3 [1] - 1:7 article [1] - 14:6 advance [4] - 19:6, 28:6, 29:13, 29:17 Article [6] - 1:10, [5] - 5:22, 23:8, 23:10, 29:3, 34:14 advice [1] - 7:16 19:22, 27: [2] - 18:12, 18:16 advised [2] - 29:15, 34:19 assets [1] - 21: [2] - 9:16, 9:22 advisory [1] - 26:25 associated [4] - 11:17, 12:11, 12:24, 30 [5] - 12:12, 18:21, 19:12, 19:14, affect [2] - 8:10, 9:20 23:12 33:20 affected [4] - 7:20, 7:26, 8:3, 19:8 Association [2] - 3:16, 3:18 30-day [3] - 10:6, 12:16, 13:2 affecting [1] - 8:19 ASSOCIATION [3] - 1:4, 1:5, 1:6 31 [3] - 15:12, 26:2, 26:8 affidavit [5] - 10:7, 13:16, 14:17, 16:14, assume [1] - -17: [1] - 8:16 27:16 attached [2] - 26:20, 26:23 31st [1] - 15:3 Affidavit [1] - 26:20 attempt [1] - 27:23 affirmation [1] - 16:15 attention [1] - 23:5 4 afoul [1] - 23:20 attorney's [1] - 16:14 agent [1] - 11:8 Attorneys [6] - 1:20, 1:23, 2:5, 2:9, 2:14, 4 [1] - 28:23 Agents [2] - 1:7, 1:8 2: [2] - 7:4, 9:17 agents [11] - 5:24, 9:15, 9:23, 10:3, authority [1] - 9:6 488 [1] - 1:21 10:25, 23:12, 23:16, 23:24, 24:7, 27:7, authorizing [2] - 26:17, 27:7 28:17 available [1] - 9:13 5 aggregate [11-18:17 Avenue [3] - 1:21, 2:10, 2:14 ago [1] - 18:2 awaiting [1] - 7:14 5 [1] - 28:23 agreed [1] - 29:16 aware [1] - 14: [1] - 1:25 agreement [13] - 8:21, 8:22, 824 9:2, 1j 9:3, 18:3, 18:6, 18:12, 22:16, 23:17, B 6 23:20, 24:4 agreements [4] - 6:4, 8:22, 26:20, 26:24 Backed p]- [1] - 1:8 60 [2] - 1:2, 1:12 ALAN [2] - 2:22, 35:8 background [1] - 6: /17[1] - 1:12 ALAN F. BOÃZN, BOURN, 36 of 43

37 BAKER [1] - 1:23 13:21, 14:4, 15:4, 15:7, 15:16, 16:7, copied [1] - 17:20 Baker [4] - 3:12, 4:9, 4:10, 17:8 23:22, 27:11, 27:14, 27:24, 28:4, 28:7, copies [1] - 34:18 balance [1] - 9:21 28:10, 30:4, 30:6, 30:10, 30:20, 31:23, copy [7] - 19:26, 27:26, 30:23, 30:24, BANK [6] - 1:4, 1:5, 1:5, 1:6 31:24, 32:12 33:15, 34:16, 34:21 Bank [6] - 2:5, 2:18, 3:16, 3:18, 3:24, certificates [2] - 30:6, 30:11 correct [7] - 16:17, 18:3, 20:16, 25:16, 4:2 CERTIFIED [1] - 35:5 33:26, 34:10, 34:20 banks [3] - 30:16, 31:8, 31:10 challenge [3] - 15:4, 16:8 correction [1] - 25:23 based [6] - 8:4, 8:7, 14:17, 19:15, 23:25, chance [1] - 14:22 correctly [1] - 32:21 24:8 change [3] - 8:13, 15:9, 16:9 correspondence [1] - 14:3 basis [3] - 6:10, 11:23, 16:11 check [3] - 20:10, 29:20, 29:24 counsel [15] - 4:7, 5:2, 5:5, 5:11, 17:9, begin [2] - 6:8, 6:13 choice [1] - 24:8 21:13, 23:5, 25:21, 29:2, 29:7, 29:12, behalf [2] - 3:15, 8:15 chosen [4] - 10:23, 15:6, 26:4, 26:10 31:26, 32:2, 32:21, 35:3 belief [1] - 16:11 circumstances [1] - 31:25 counsel's [1] - 3:4 beneficial [5] - 30:8, 30:18, 30:19, City [1] - 29:20 counselor [1] - 25:13 30:26, 31:12 CIVIL [1] - 1:2 counterparty [3] - 22:16, 22:20, 22:23 beneficially [1] - 30:7 clarify [2] - 24:15, 29:2 COUNTY [1] - 1:2 benefit [5] - 9:8, 11:10, 11:11, 11:22, clear [1] - 11:9 course [3] - 4:15, 5:17, 16:9 23:22 clerk [4] - 25:21, 29:15, 34:14, 34:18 COURT [56] - 1:2, 3:2, 4:3, 4:10, 4:15, best [2] - 27:10, 31:24 click [1] - 33:14 4:18, 4:24, 5:6, 6:15, 6:18, 6:25, 11:4, between [5] - 19:20, 21:3, 21:9, 21:10, clients [1] - 24:4 11:23, 12:17, 13:10, 13:19, 15:11, 32:14 collateral [1] - 22:19 15:14, 16:11, 16:23, 17:4, 17:18, billion [5] - 7:4, 9:17, 9:22 collateralized [9] - 22:2, 22:10, 22:13, 17:21, 17:25, 19:19, 20:3, 20:5, 20:12, binding [1] - 6:5 22:23, 22:25, 23:2, 24:17, 25:11 20:17, 21:6, 21:8, 21:13, 21:17, 21:20, BIRD [1] - 2:13 colleague [1] - 16:26 22:7, 22:12, 22:26, 23:4, 24:10, 24:14, Bird [1] - 3:20 colleagues [1] - 31:3 24:21, 25:2, 25:12, 25:16, 25:20, 26:5, BNY [1] - 2:9 color [1] - 31:4 26:14, 29:26, 30:22, 31:14, 31:26, Bob [1] - 3:12 combine [1] - 31:20 32:10, 33:4, 33:19, 34:2, 34:12 BOWIN [2] - 2:22, 35:8 comfort [1] - 23:15 court [1] - 34:23 briefing [1] - 12:5 coming [1] - 6:11 Court [21] - 2:23, 12:8, 14:18, 14:23, briefly [1] - 4:3 comments [1] - 15:5 15:6, 15:23, 16:3, 16:7, 26:24, 27:4, bring [1] - 23:5 communicate [1] - 31:16 27:6, 27:10, 27:15, 27:23, 28:9, 28:16, brought [2] - 6:10, 8:15 communication [1] - 17:26 28:23, 29:2, 29:25, 35:3, 35:8 BROWN [1] - 2:9 COMPANY [2] - 1:5, 1:7 CPLR [1] - 1:10 Brown [2] - 3:6, 3:26 Company [3] - 3:24, 28:3, 30:14 credit [4] - 22:16, 22:20, 22:23, 27:19 browser [1] - 33:16 complain [1] - 10:24 [2] - 2:22, 35:8 BY [6] - 1:22, 1:25, 2:6, 2:11, 2:15, 2:19 completed [1] - 7:13 CSR [2] - 2:22, 35:8 completely [1] - 13:24 cut [1] - 16:24 C complied [1] - 13:22 concern [1] - 12:26 D calculated [2] - 9:26, 28:7 concerned [1] - 34:3 Calculation [3] - 1:8, 18:22, 18:23 concerns [1] - Daniels [2] - 4:10, 17:8 5:14 calculations [1] - 19:7 concluded [1] - DANIELS [1] - 1:23 7:6 California [1] - 4:14 conducting [1] - date [1o] - 4:21, 4:22, 18:3, 28:9, 28:14, 16:25 cannot [1] - 24:7 confer [2] - 29:8, 29:14, 29:18, 29:24, 32:6 29:7, 34:13 capabilities [1] - 32:23 conference [5] - dates p] M - 15:3, 15:12, 15:14, carefully [2] - DAY 14:3, 14:13 [1] - 2: case [3] - 6:16, 13:19, 31:4 conferred [1] - days [5] - 12:12, 18:21, 19:12, 19:14, 25:22 Cash [2] - 20:20, 21:3 conferring [1] - 31:9 33:20 cash [1] - 21:25 conjecture [1] - deal [1] - 13:23 33:9 caused pl - 13:16 connection [3] - Dean [3] - M, W, 202 7:23, 8:22, 25:24 CDOs [1] - ' ' 24:20 consider [1] - debt [2] - 22:13, 24:17 24:11 Center pl - 1:24 consideration [2] - Dece em3] - W, 222, W 6, 26:15, 28:14 17:17, 19:5, 19:11, 26:17, 27:2, 27:26 Centre [1] - 1:12 considered [2] - 4:20, 27:15 28:25, 29:4, 29:5, 29:10 certain [13] - 5:9, 7:20, 7:21, 7:24, 7:26, construed [2] - 6:2, 26:22 8:9, 8:18, 9:6, 9:12, 9:18, 9:20, 33:6 context [1] - decision [2] - 24:9, 27:5 6:7 declines [1] - 26:25 Certain [1] - 1:8 continued [1] - 2:2 certainly [2] - 29:24, 32:9 contractual [1] - 8:20 certificate [29] - 5:16, 8:13, 9:9, 9:19, conversation [1] - 17:19 10:18, 10:24, 11:11, 11:22, 13:3, conversations [2] - 16:22, 16:25 ALAN F. BOURN, RMR, deferred [1] - 5:9 defined pl - 18:22 definitely [i] â 16:20 deposit [3] - 5:8, 26:18, 28: of 43

38 depositions [1] - 4:13 FAEGRE E [1] - 1:23 Depository [2] - 28:3, 30:14 Faegre [4] - 3:12, 4:9, 4:10, 17:7 describe [2] - 7:19, 10:10 e-file [1] - 34:17 fairly iii - 6:20 described [6] - 8:10, 8:18, 9:18, 12:19, [1] - 17:21 FARGO [1] - 1:4 18:13, 21:2 s [2] - 14:4, 17:20 Fargo [6] - 1:20, 1:23, 1:24, 3:10, 17:7, descriptions [1] - 20:26 earlyl5learly [5] - 14:6, 17:14, 28:10, 28:15, 17:12 designated [1] - 18:20 29:8 feasible [2] - 29:12, 34:10 detail [3] - 10:10, 12:21, 14:15 earned [1] - 13:6 Federated [5] - 20:19, 20:20, 20:22, detailed [2] - 12:22, 16:5 economic [1] - 8:7 21:3, 21:4 determine [1] - 8:3 effect [3] - 26:25, 27:3, 28:13 fees [9] - 11:15, 11:16, 11:17, 11:25, determining [2] - 6:3, 26:23 either [2] - 7:9, 32:25 12:11, 12:14, 12:15, 25:24, 26:11 Deutsche [2] - 2:18, 3:24 electronic [1] - 29:11 Fidelity [4] - 22:5, 22:8, 24:15, 24:23 DEUTSCHE [1] - 1:6 electronically [3] - 28:2, 30:24, 30:25 figure ill - 19:8 dictated [1] - 16:5 emergency [2] - 6:10, 19:13 figuring [1] - 5:21 difference [3] - 19:19, 21:9, 22:12 end [5] - 7:11, 11:21, 16:20, 19:17, file [2] - 34:17 differences [1] - 21:11 19:18 filed [4] - 3:11, 8:2, 9:13, 14:5 different [6] - 14:24, 15:2, 21:8, 21:10, enforceable [1] - 26:24 final [6] - 4:20, 7:11, 7:18, 18:26, 19:4, 32:22 entire [1] - 10:16 19:10 direct [2] - 22:17, 22:21 entities [1] - 4:2 Final [2] - 18:22, 18:23 directed [2] - 10:2, 10:3 entry [1] - 5:24 finalized [1] - 7:13 directing [1] - 16:4 equal [1] - 18:17 finally [1] - 28:18 directive [3] - 5:14, 14:19, 28:17 errors [1] - 34:20 firm [3] - 3:12, 13:16, 17:7 directly iii - 14:11 escrow [24] - 5:8, 5:23, 6:3, 8:26, 9:2, first [4] - 4:6, 8:11, 8:12, 15:15 discharge [1] - 5:23 9:15, 9:23, 10:2, 10:25, 11:8, 18:20, flexibility [1] - 32:26 discharged [1] - 28:19 23:11, 23:16, 23:24, 24:7, 26:12, folks [1] - 17:7 discharges [1] - 23:11 26:19, 26:23, 27:7, 27:18, 27:25, following [2] - 14:9, 14:13 discuss [4] - 14:22, 15:8, 15:21, 29:5 28:17 follows [1] - 26:16 discussed [1] - 23:11 ESQ [8] - 1:22, 1:25, 2:6, 2:7, 2:11, 2:11, force [1] - 27:3 discussion [1] - 17:2 2:15, 2:19 forever [1] - 28:18 discussions [1] - 17:8 ESQS [3] - 2:4, 2:13, 2:17 forward [4] - 13:21, 15:9, 17:23, 28:8 disinclination [1] - 5:19 essentially [2] - 9:10, 23:14 free [1] - 5:2 disputes [1] - 27:13 eventually [1] - 11:13 Friday [3] - 5:7, 9:13, 14:5 disseminate [3] - 30:13, 30:18, 31:12 exactly [2] - 10:10, 13:4 FRIEDMAN [1] - 1:16 disseminated [1] - 13:18 examine p] [i] 11- -â 24:3 front p] [i] 11- -â 5:13 disseminating [1] - 29:22 examined [1] - 11:26 full [2] - 19:14, 27:3 distinction [1] - 32:11 exception [1] - 22:3 fully [6] - 21:26, 22:10, 22:13, 22:23, distinguished [1] - 32:13 exclusively [1] - 25:5 22:25, 23:2 distribution [4] - 8:8, 8:19, 9:19, 10:14 excuse [2] - 18:20, 26:7 fund [4] - 20:19, 21:24, 24:23, 25:6 Distribution [1] - 1:11 Exhibit [1] - 21:5 Fund [4] - 20:19, 20:21, 20:23, 21:4 distributions [2] - 11:13, 27:13 exist [1] - 22:17 funds [43] - 5:14, 6:11, 9:3, 9:6, 9:9, divest [3] - 10:26, 12:16, 14:25 expect [1] - 7:8 9:10, 10:3, 10:9, 10:15, 10:16, 10:22, divested [1] - 11:24 expected [1] - 9:26 10:23, 10:26, 11:5, 11:24, 12:16, divesting [1] - 11:5 expense [1] - 23:23 12:19, 14:20, 14:26, 15:18, 15:25, divestment [2] - 11:17, 25:24 expenses [3] - 11:4, 11:6, 11:7 16:3, 16:5, 16:12, 19:20, 19:21, 19:25, docket [4] - 14:7, 14:12, 31:17, 31:18 expensive [1] - 29:26 20:5, 20:8, 20:13, 21:2, 21:10, 21:18, documentation [4] - 7:21, 7:22, 16:16, expert [8] - 7:12, 7:18, 9:7, 11:26, 21:19, 22:3, 22:5, 23:18, 25:4, 26:3, 16:18 18:26, 19:10, 24:5, 27:16 26:10, 26:13, 27:9 done [2] - 13:14, 19:16 Expert [2] - 18:22, 18:23 Funds [1] - 5:15 DOTY [8] - 1:25, 17:6, 17:20, 17:22, explain [2] - 17:25, 21:9 funds.. [1] - 21:20 18:9, 18:11, 19:2, 25:15 explained [1] - 9:7 furtherance [1] - 12:26 Doty [4] - 3:13, 4:19, 16:26, 17:5 explaining [2] - 6:9, 12:23 double [1] - 20:10 exposed [1] - 24:7 Gexposed double-check [1] - 20:10 exposure [1] - 23:24 draft [2] - 18:25, 19:6 extra [1] - 12:5 gained [1] - 11:20 drastic [1] - Garden 5:25 [1] - 29:20 DTC [10] - gates [1] 13:17, 14:11, 30:15, 30:16, F - 26:10 given 30:25, 31:6, 31:7, 31:20 [1] - 28:5 during [8] - fact 9:10, 9:15, 9:23, 10:16, [2] - 25:9, 26:3 Glenn [1] - 27:16 11:13, 11:21, 24:8, 25:22 factual [1] - 6:11 governed [2] - 21:19, 21:22 ALAN F. BOÃZN, BOURN, 38 of 43

39 governing [1] - 8:22 issues t [14] - 6:6, 7:19, 7:21, 7:22, 7:26, government [6] - 10:8, 10:16, 19:25, 8:3, 8:7, 8:10, 8:18, 9:20, 10:14, 15:8, 21:23, 21:25, 27:9 identified [2] - 5:15, 27:8 19:9, 33:10 grant [2] - 4:7, 26:22 immediately [1] - 11:2 item [1] - 29:3 granted [3] - 5:7, 5:10, 27:7 imminent [1] - 7:8 great [2] - 10:10, 13:23 impart [1] - 32:3 J greater [2] - 11:20, 12:12 important [3] - 13:5, 15:23, 28:9 Group [1] - 29:20 impossible [1] - 29:23 James [1] - 3:6 group [2] - 15:21, 16:19 in-house [1] - 17:9 JAMES [1] - 2:11 guidance [2] - 7:16, 8:20 including [1] - 7:12 January [is] - 4:5, 4:21, 9:22, 15:3, incorporate [2] - 26:4, 26:10 15:12, 15:15, 15:26, 16:6, 28:10, H Indenture [1] - 1:7 28:15, 29:8, 29:16, 32:6 Index [1] - 1:12 job [2] - 12:22, 14:25 hac [3] - 3:11, 4:4, 4:7 indicated [1] - 7:10 JONES [1] - 2:4 HAHN [1] - 1:20 indicating [3] - 5:20, 17:2, 17:23 Jones [3] - 3:15, 3:17, 21:16 Hahn [1] - 3:9 indicating) [3] - 3:13, 15:21, 20:16 JPMorgan [10] - 6:11, 7:4, 7:10, 15:18, handled [1] - 19:23 information [4] - 12:8, 32:2, 32:7, 33:11 16:19, 17:3, 17:8, 18:16, 19:12, 19:14 happy [4] - 12:7, 14:16, 23:9, 34:24 INGBER [9] - Judge 2:11, 3:25, 19:4, 29:19, [1] - 19:21 hard [1] - 34:18 judicial 30:3, 31:3, 31:15, 32:9, 34:26 [1] - 8:19 hear [7] - 5:11, 6:26, 17:4, 21:21, 22:26, Ingber [2] - 3:26, 29:19 Judicial [1] - 1:10 25:3, 26:6 initial [1] - 15:11 judicially [1] - 28:19 heard [4] - 16:21, 17:10, 28:8, 28:11 inquiries [1] - 32:5 Justice [4] - 1:17, 10:14, 19:26, 20:14 hearing [9] - 4:25, 5:9, 23:6, 27:25, instantly [1] - 13:11 28:15, 28:26, 29:13, 29:17, 33:24 Institutional L[1] - 20:21 K held [3] - 9:22, 10:15, 15:25 Instructions [1] - 1:10 herein [1] - 18:22 intend [4] - keep [1] - 8:6 9:15, 9:21, 17:11, 17:13 Hessen [1] - 3:9 intends [1] - knowledge [1] - 14:8 7:10 HESSEN [1] - 1:20 interest [7] - nown [2] , 309 9:10, 10:6, 11:12, 11:20, higher [1] - ' 12:13 KURT [1] 11:25, 13:6, 27:11-2:19 hired [1] - 24:2 interim [2] - Kurt [1] 16:4,727:6-3:23 hold [5] - 7:17, 13:4, 14:26, 23:19, 30:7 interpretation [1] - 8:20 holder [3] - 10:18, 10:24, 13:21 interrupt [2] - 6:21, 20:26 L holders [32] - 5:16, 8:13, 9:9, 9:19, invest [16] - 9:6, 9:9, 10:3, 10:4, 14:20 ~ language [2] -â 29:3, 34:14 11:12, 11:22, 13:3, 14:4, 14:22, 15:4, 16:3, 16:4, 19:21, 21:24, 23:18, 24:9, large [2] - 9:25, 14:20 15:7, 15:16, 16:8, 23:22, 27:11, 27:14, 24:20, 24:25, 25:4, 25:8, 27:8 last 8:2, 17:10, 18:24 27:24, 28:4, 28:7, 28:11, 30:6, 30:8, invested [5] - [3] [s] -â 5:15, 9:4, 22:4,' 25:10 ' late 30:11, 30:18, 30:19, 30:20, 31:2, [4] - 17:10, 17:14, 17:24, 17:26 27:12 31:12, 31:17, 31:22, 31:23, 32:12 Investment [2] - law [3] - 25:21, 29:15, 34:14 24:16,' 24:24 ~ Law360 -â 14:6 holding [2] - 10:25, 27:15 investment [4] - [i] 15:17,' 27:17,' 27:25,' holidays [1] - 34:25 ~ learning [1] - 12:9 28:21 Honor [49] - 3:5, 3:8, 3:14, 3:19, 3:22, Investments [2] - least [3] - 16:2, 17:11, 29:6 22:6, 22:8 3:25, 4:9, 4:23, 6:14, 7:2, 7:6, 7:15, investments ~ [33] - am] :9, 9:7, 10:5, 10:8, 8:11, 9:6, 9:25, 10:21, 11:16, 12:4, ~ left [1] - 3:13 10:11, :26, 11:11, 12:18, 13:8, 13:15, 13:24, 14:14, LENS [2] - 13:17, 14:11 11:18, 11:21, 12:10, 12:20, 12:24, 15:20, 16:17, 17:6, 17:23, 18:9, 18:11, less [1] - R25 14:16, 14:24, 14:26, :10, :15, 18:25, 19:24, 20:6, 20:15, LEWIS 21:11, 22:17, [1] :17 20:18, 20:25, 21:12, 23:9, 23:15, 24:6, Lewis [1] - 3:23 23:16, 23:25, 23:26, 24:3, 24:5, 24:9, 24:19, 25:6, 25:15, 29:19, 32:20, 33:6, 25:25, 27:20 liability [4] - 5:23, 23:12, 24:8, 28:19 33:25, 34:11, 34:26 investor [5] - 13:11, 32:14, 32:16, likely [6] - 11:19, 11:25, 12:12, 14:12, HONORABLE [1] - 1:16 32:24, 33:2 15:24, 16:21 hope [2] - 6:22, 15:6 investor-reporting [4] - limit [1] 32:14, 32:16, - 26:11 house [1] - 17:9 32:24, 33:2 limited [1] - 27:19 HSBC [2] - 1:6, 3:7 investors [4] - 14:2, Hnes [1] - 5:26 Hubbard [1o] - 9:8, 10:7, 10:9, 12:2, invests [2] - links 22:10, 2416 [2] - 13:17, 31:18 12:6, 12:22, 21:2, 21:5, 24:3, 27:16 invite [1] - 5:4 liquid [2] - 10:22, 12:23 Hubbard's [3] - 14:17, 26:2, 26:9 involved [1] - 10:13 liquidity [1] - 27:20 hyperlink [10] - 32:14, 32:19, 32:25, issue [15] list 10:18, [1] - 30:10 33:8, 33:13, 33:17, 33:23, 34:3, 34:5, 11:26, 12:3, 12:5, 12:7, 1418 listed 20:14, [3] - 20:23, 30:9, 31:23 34:9 21:8, 27:4, 27:14, 28:11, 33:21 listing [1] - 14:6 hyperlinks [1] - 33:10 lists [1] - 30:17 4 ALAN F. BOÃZN, BOURN, 39 of 43

40 LLP [3] - 1:20, 1:23, 2:9 months [1] - 18:2 numbers [2] - 9:12, 20:13 locke [2] - 3:17, 21:16 MORGAN [1] - 2:17 LOCKE [1] - 2:7 Morgan [1] - 3:23 O [3] - 18:7, 18:11, 31:3 morning [9] - 3:3, 3:5, 3:8, 3:14, 3:19, looking [2] - 20:3, 21:6 3:22, 3:25, 7:2, 14:6 object [1] - 15:17 LORENZO [2] - 2:15, 3:19 Mortgage [1] - 1:8 objective [2] - 27:17, 27:21 Lorenzo [1] - 3:20 Mortgage-Backed [1] - 1:8 obligations [14] - 21:26, 22:2, 22:5, most [3] - 14:8, 16:21, 32:26 22:11, 22:14, 22:18, 22:24, 22:25, M motion 2] - 4:4, 4:21 23:3, 24:17, 24:18, 25:5, 25:9, 25:11 motions [1] - 3:11 Obligations [3] - 20:19, 20:22, 21:4 Madison [1] - 1:21 move [2] - 14:26, 15:9 obtain [1] - 34:16 mail [5] - 17:21, 29:13, 29:17, 29:23, MR [37] - 3:5, 3:8, 3:17, 3:19, 3:22, 3:25, obviously [2] - 9:25, 13:22 30:12 4 9, 4:13, 4:17, 4:23, 12:2, 17:6, oddly [1] - 5:20 mailing [3] - 30:4, 31:21, 31:23 17:20, 17:22, 18:9, 18:11, 19:2, 19:4, OF [5] - 1:2, 1:2, 1:5, 1:5 mails [2] - 14:4, 17:20 21:12, 21:15, 21:18, 21:22, 22:8, Official [2] - 2:23, 35:8 maintenance [1] - 28:21 22:15, 23:2, 24:19, 24:26, 25:4, 25:15, oftentimes [1] - 8:21 management [1] - 28:21 25:26, 26:7, 29:19, 30:3, 31:3, 31:15, once [1] - 31:10 manner [2] - 15:2, 33:8 32:9, 34:26 one [8] - 10:20, 13:26, 20:18, 22:3, 22:5, MARCY [1] - 1:16 MS [25] - 3:14, 6:14, 6:17, 7:2, 11:6, 25:6, 31:16, 34:6 market [7] - 10:9, 10:16, 19:25, 21:18, 12:4, 12:18, 13:15, 13:24, 15:13, opine [1] - 24:3 21:20, 21:24, 27:9 15:20, 16:17, 16:26, 18:25, 19:24, opined [1] - 24:5 Market [1] - 2:18 20:4, 20:6, 20:15, 20:18, 20:25, 23:9, opines [1] - 27:19 material [1] - 12:20 32:20, 33:6, 33:25, 34:11 opinion [2] - 12:15, 26:25 matter [4] - 1:3, 6:11, 24:11, 25:9 multiple [1] - 35:2 opportunity [3] - 15:7, 15:16, 32:13 Matthew [2] - 3:26, 29:19 opposition [1] - 4:5 MATTHEW [1] - 2:11 N option 1] - 32:25 Mayer [2] - 3:6, 3:26 ORAL [1] - 1:13 MAYER [1] - 2:9 N.A[2] - 1:6, 1:6 oral [1] - 28:8 McMurray [17] - N.Y 2:7, 3:17, 12:2, 21:12, [5] - 1:13, 1:21, 2:6, 2:10, 2:15 order [34] - 4:20, 4:24, 5:6, 5:24, 6:2, 21:15, 21:16, 21:18, 21:22, 22:8, name [1] - 21:14 6:4, 6:9, 13:13, 13:23, 14:12, 14:19, 22:15, :19, NATIONAL [4] - 1:4, 1:5, 1:6, 1:6 15:6, 16:4, 20:2, 21:23, 26:17, 26:21, 26:7 National [3] - 3:16, 3:18, 3:24 27:2, 27:3, 27:6, 27:26, 28:12, 28:18, mean [1] - 16:24 need [4] - 4:22, 8:19, 20:9, 34:15 28:24, 29:3, 29:9, 29:10, 30:24, 30:26, meaningful [1] - 29:14 needed [1] - 34:21 31:17, 32:10, 32:15, 34:8 mechanics [1] - 18:13 net [1] - 11:22 ordered [2] - 29:9, 34:22 mechanism [1] - 8:12 NEW [4] - 1:2, 1:2, 1:5, 1:5 orders [1] - 8:11 MELLON [2] - 1:5 New [6] - 1:13, 1:21, 2:6, 2:10, 2:15, 4:2 original [2] - 8:16, 9:17 Mellon [2] - 2:9, 4:2 NEWMAN [6] - 1:22, 3:8, 4:9, 4:13, 4:17, originally [1] - 29:4 mentioned [1] - 23:8 4:23 otherwise [1] - 27:2 merely [1] - 34:22 Newman [2] - 3:9, 4:18 outset [1] - 10:21 Michael [1] - 3:12 next [3] - 7:9, 15:24, 16:12 outside [1] - 33:17 MICHAEL [1] - 1:25 night [1] - 17:10 overlap [1] - 20:7 midstream [1] - 6:21 NINA[1] - 2:6 overriding [1] - 27:17 might [1] - 26:11 Nina [1] - 3:15 million [3] - 10:6, 12:12, 12:16 none [3] - 25:10, 28:7 p mind [1] - 21:13 normally [1] - 19:11 minimal [4] - 11:7, 11:19, 12:24, 28:5 note [2] - 10:20, 25:7 P-m [1] - 17:16 Minneapolis [1] - 1:25 notes [1] - 27:23 PA[1] - 2:19 Minnesota [1] - 1:25 notice [39] - 5:16, 13:2, 13:3, 13:7, 13:8, Papers [4] - 8:2, 10:4, 16:5, 20:23 minute [1] - 24:10 13:17, 13:23, 13:26, 14:10, 27:24, paragraph [4] - 23:11, 23:14, 26:2, 26:8 minutes [2] - 6:22, 25:18 28:5, 28:6, 28:10, 29:9, 29:11, 29:13, Park [1] - 2:14 misheard [1] - 24:22 29:16, 29:22, 29:23, 30:12, 30:13, part [3] - 10:22, 24:2, 34:18 misspoke [1] - 24:20 30:15, 30:16, 30:18, 30:26, 31:11, PART [1] - 1:2 modified [1] - 26:21 31:12, 31:20, 32:11, 32:16, 32:19, participant [1] - 17:18 modify [1] - 34:6 32:26, 33:12, 33:13, 33:22, 33:23, participating [3] - 30:15, 31:8, 31:10 Monday [3] - 34:6 14:6, 19:5, 19:11 particular [9] - 6:9, 10:19, 10:20, 10:23, money [is] - noticed [1] - 33:19 9:15, 9:18, 10:3, 10:9, 10:26, 12:7, 12:19, 12:20, 14:16 notices [1] - 30:21 paste 10:16, 10:25, 13:4, 13:6, 14:20, 17:15, ' [1] - 33:15 number 19:25, 21:18, 21:20, 21:23, 27:9 [3] - 9:20, 14:7, 30:3 path [1] - 15:9 numbered [1] - 5:20 Pause [5] - 18:10, 20:11, 20:24, 21:7, 5 ALAN F. BOURN, RMR, 40 of 43

41 33:18 provisions [3] - 6:3, 26:23, 26:26 reporting [4] - 32:14, 32:16, 32:24, 33:2 pay [8] - 7:10, 8:11, 9:21, 16:20, 16:21, pure [1] - 11:11 repurchase [7] - 22:2, 22:11, 22:15, 18:16, 19:13, 19:17 purpose [2] - 15:15, 34:21 22:18, 24:18, 25:8, 25:11 pay-first [1] - 8:11 pursuant [3] - 19:12, 26:19, 27:4 request [5] - 16:7, 28:16, 28:24, 29:3, Paying [1] - 1:7 put [1] - 16:4 34:16 payment [18] - 7:4, 7:7, 7:8, 7:9, 7:11, requested [2] - 5:12, 13:9 7:14, 7:17, 7:23, 7:25, 9:17, 15:24, Q requesting [2] - 13:13, 19:20 17:10, 17:11, 17:14, 18:4, 18:6, 18:12, requests [1] - 26:15 18:14 questions [1] - 14:16 reserve [1] - 34:19 Payment [9] - 1:11, 8:4, 8:26, 18:17, quickly [2] - 31:6, 31:8 Reserves [2] - 20:20, 21:4 26:19, 27:8, 27:12, 28:20, 28:22 quoting [1] - 26:8 Residential [1] - 1:8 Payments [1] - 8:13 resolution [1] - 27:13 pendency [5] - 9:10, 9:16, 9:23, 10:17, R respect [5] [s] 51- -â 17:12, 17:13, 22:13, 25:23, 11:14 28:20 pending [3] - 4:25, 27:12, 28:26 RADEMACHER [2] - 2:19, 3:22 responsible [1] - 29:21 percent [1] - 21:24 Rademacher [1] - 3:23 responsive [1] - 10:21 perhaps [1] - 6:18 raised [1] - 10:18 rest [1] - 21:21 period [5] - 10:6, 12:16, :3, 13:7 rather [1] - 5:20 result [2] - 7:21, 7:22 person [1] - 13:16 reach [3] - 28:7, 31:22, 33:16 retain [2] - 8:25, 9:15 persuaded [1] - 27:6 reading [2] - 20:26, 25:26 return [3] - 4:21, 9:26, 12:10 petition [6] - 4:26, 7:20, 8:10, 8:18, real [1] - 14:18 returnable [1] - 4:4 9:13, 32:13 realize [3] - 5:3, 13:5, 15:23 risk [8] - 12:24, 22:13, 22:16, 22:20, Petitioner [6] - 1:20, 1:23, 2:5, 2:14, really [2] - 11:9, 26:5 22:23, 23:23, 23:24, 27:20 2:18, 3:6 reason [5] - 7:15, 10:23, 24:2, 31:7, RMBS [3] - 13:12, 28:2, 32:17 Petitioners [2] - 1:9, 2:9 32:18 RMR [2] - 2:22, 35:8 Philadelphia [1] - 2:19 reasonably [1] - 31:8 Rule [2] - 21:23, 25:7 phone [2] - 14:4, 17:22 receipt [1] - 28:20 RULING [1] - 1:13 point [4] - 10:12, 13:26, 17:15, 23:14 receive [4] - 7:9, 30:16, 30:20, 31:11 ruling [1] - 26:16 Portfolio [4] - 22:6, 22:9, 24:16, 24:24 received [7] - 7:18, 14:3, 15:18, 18:23, run [2] - 19:7, 23:20 portion [1] - 18:16 19:4, 19:6, 29:18 possible [3] - 32:7, 33:4, 34:9 receiving [2] - 7:4, 7:7 Sreceiving post [4] - 13:11, 32:25, 33:22, 33:23 recent [1] - 16:21 posted [3] - 13:17, 14:12, 27:26 recently [1] - 17:3 safe [7] - 9:7, 10:9, 10:11, 12:23, 23:26, posting [2] - 13:14, 31:15 recess [5] - 6:24, 24:10, 24:13, 25:19, 24:5 preference [2] - 14:23 25:22 safeguarding [1] - 27:21 presented [2] - 5:7, 10:4 recipients [1] - 30:4 safety [4] - 12:21, 14:15, 24:4, 27:18 pro [3] - 3:11, 4:4, 4:7 recognizes [1] - 27:17 saw [1] - 14:12 problem [2] - 4:16, 11:3 record [11] - 3:2, 6:25, 13:20, 16:13, Scarpulla [3] - 10:14, 19:22, 20:14 proceeding [17] - 7:5, 8:7, 8:14, 8:15, 24:14, 25:20, 25:23, 27:5, 29:6, 29:8, Scarpulla's [1] - 19:26 9:11, 9:16, 9:24, 10:17, 10:22, 11:14, 34:15-15 scheduled [1] - 4:14 14:2, 14:5, 14:10, 19:22, :15, redemption [1] - 26:11 Schnell [5] - 3:12, 4:11, 4:13, 4:18, 28:6 reference [1] - 10:12 26:20 proceedings [4] - 10:13, 14:13, 34:17, referring [1] - 32:17 seated [2] - 5:2, 5:5 reflect [1] - 13:20 SEC [1] - 21:22 proceeds [4] - 5:8, 27:19, 27:22, 27:25 regarding [1] - 27:13 section [1] - 18:12 process [3] - 16:8, 32:3, 32:8 registry [3] - 30:4, 30:10, 31:24 sections [1] - 28:23 professor [1] - 12:2 relatively pi - 14:25 secured [1] - 22:18 Professor [5] - 12:6, 12:22, 21:2, 26:2, release [1] - 5:23 securities [1] - 30:7 26:8 released [1] - 28:19 Securities [1] - 1:7 program [1] - 32:11 relief [8] - 4:25, 5:7, 5:10, 5:11, 5:25, Securitization [1] -1:8 - proposed [6] - 14:24, 15:17, 25:24, 26:16, 26:22, 28:24 security [1] - 33:10 26:3, 26:9, 27:20 remaining [1] - 9:21 see [5] - 4:11, 5:26, 20:22, 33:12, 33:13 proposition [1] - 30:2 remains [1] - 27:2 see.. [1] - 18:14 protection [1] - 24:6 remember [1] - 32:20 seek [1] - 9:5 provide [4] - 12:7, 13:8, 26:21, 33:11 repeating [1] - 21:13 seeks [1] - 5:22 provides [3] - 8:25, 18:6, 18:16 report [8] - 7:12, 7:19, 12:3, 19:10, send [4] - 17:11, 17:14, 29:23, 30:15 provision [4] - 18:5, 19:12, 34:3, 34:7 19:16, 21:5, 26:2, 26:9 sense [1] - 19:14 provisional [2] - 4:25, 28:13 Reporter [2] - 2:23, 35:8 sent [1] - 29:17 provisionally [2] - 4:7, 28:25 reporter [1] - 34:23 sentence [1] - 21:21 ALAN F. BOÃZN, BOURN, 41 of 43

42 serve [2] â 27:21, 29:12 subparagraph [3] â 5:22, 23:7, 23:10 10:25, 11:10, 15:19, 15:22, 23:12, set [6] â 15:11, 15:14, 28:9, 28:15, substantial [1] â 27:12 23:15, 23:23, 24:7, 28:17, 30:21, 32:12, 33:7 sufficiently [2] â 29:13, 29:17 32:22, 32:26, 33:22 Settlement [«] â 1:11, 8:4, 8:25, 18:17, suggest [1] â 11:16 Trustees [2] â 1:7 18:18, 26:18, 27:8, 27:12, 28:20, suggested [1] â trustees' 10:8 [3] â 4:24, 13:12, 33:7 28:22, 32:17 suggesting [1] â 24:21 trusts [15] â 7:20, 7:26, 8:3, 8:5, 8:6, 8:9, settlement [18] â 5:8, 8:21, 8:24, 9:2, supplemental [1] â $2 5 8:14, 8:16, 8:17, 8:23, 9:20, 14:9, 13:12, 18:2, 18:3, 18:6, 18:12, 18:15, supplemented [2] â 27:3, 29:10 17:13, 19:8, 30:20 23:17, 27:18, 27:21, 28:2, 31:16, support [1] â 26:20 Trusts [2] â 1:8, 18:18 31:18, 31:21 supporting [2] â 16:16, 16:18 trying [4] â 8:2, 20:21, 23:21, 24:20 Seventh [1] â 1:24 SUPREME [1] â 1:2 Tuesday [1] â 18:24 shall [1] â 26:22 surprised [1] â 29:22 two [2] â 10:17, 34:18 Shares [2] â 18:18, 26:18 two-year [1] â 10:17 show [12] â 4:25, 5:6, 5:24, 6:4, 6:9, Itypes [1] â 10:15 26:21, 28:24, 29:3, 29:11, 32:10, typically [2] â 30:13, 30:20 32:15, 34:8 technology [1] â 33:21 sic [3] â 4:19, 9:22, 26:12 ten [2] â 24:10, 25:18 sic] iii â 12:18 ten-minute [1] â 24:10 U signature [1] â 28:18 TERM [1] â 1:2 U.S [10] â 1:4, 2:5, 3:16, 3:18, 20:20, signed [3] â 26:17, 29:5, 34:22 terms [1] â 28:5 21:3, 21:25, 22:4, 25:2, 25:5 significant [1] â 20:7 thanked [1] â 35:3 under [5] â 1:10, 22:15, 23:19, 25:7, silent [1] â 9:3 THE [58] â 1:2, 1:5, 1:5, 3:2, 4:3, 4:10 31:25 similar [4] â $0:$3, $9:22, 2$:3, 22:24 4:$5, 4:$8, 4:24, 5:6, 6:$5, 6:18, 6:25 uninvested [4] â 9:4, 14:21, 15:25, simple [1] â 14:25 11:4, 11:23, 12:17, 13:10, 13:19, simultaneously [1] â 35:2 15:11, 15:14, 16:11, 16:23, 17:4, unique [1] â 2o:8 single [1] â 18:19 $7 $8 $7 2$ $7 25 $9 $9 2Q 3 2Q 5 unlikely[2] â 11:19, 12:11 sit [1] â 5:4 20:12, 20:17, 21:6, 21:8, 21:13, 21:$ 7, unrealistic [1] â 12:14 site [1] â 13:12 21:20, 22:7, 22:12, 22:26, 23:4, 24:10, up [4] â 5:13, 8:12, 32:12, 33:8 sites [1] â 13:12 24:14, 24:21, 25:2, 25:12, 25:16, up-front [1] â 5:13 sitting [1] â 14:21 25:20, 26:5, 26:14, 29:26, 30:22, USA[1] â 1:6 slightly [1] â 12:14 31:14, 31:26, 32:10, 33:4, 33:19, 34:2, useful [2] â 31:19, 32:3 so-ordered [1] â 34:22 34:12 solely [1] â 24:25 theoretically [1] â 22:22 someone [1] â 33:20 therefore [1] â 34:20 sophisticated [1] â 14:9 thorough [1] â 12:22 valid [1] â 6:5 sorry [7] â ticker 5:3, 16:24, 22:7, 22:26, [1] â 20:13 varies [1] â 30:5 24:19, 26:5, 26:7 timing [3] â $7:9, 32:2, 32 7 vendor [1] â 29:21 sort [1] â 6:12 oday [10] â 4:$2, 7:3, 9:5, 14:19, 15:6, verdict [1] â 6: ~ versus[2]-8:11,8:12 South [1] â 1:24 today's [1] â 34:17 Vesey [1] â 2:5 speaking [3] â 5:3, 22:4, 35:2 toward [1] â 19:17 vice [3] â 3:11, 4:4, 4:7 specific [1] â 15:15 transcript [3] â 34:17, 34:20, 35:5 visibility [1] â 31:9 specifically [4] â transmission 12:3, 18:13, 18:15, [1] â 28:4 20:23 transmits [1] â 30:26 W spent [1] â 7:26 transmitted [2] â 28:3, 30:25 STATE [1] â 1:2 treasuries [1] â 21:25 waiting [1] â 5:4 Treasury [«] â 20:19, 20:20, 20:22, watching [1] â 14:2 3 2$ ~ 6 water [1] â 18:8 steps [1] â 7:11 24:24 725:5 Website [1] â 32:18 treasury [2] â 22:25, 23:3 website [11]-14:11 28'2 31'16 31'$8 31:21, 32:15, 32:17, 33:13, 33:15, straightforward strictly strong struck structured subdivision subject submitted [1] â 14:25 triggered [1] â 19:16 [1] â 22:4 [1] â 5:18 Trust [5] â 2:14, 3:21, 3:24, 28:3, 30:14 [2] â 28:25, 34:3 trust [3] â [1] â 33:3 TRUST[3] 7:24 30:5 â 1:5, 1:6, 1:6 [1] â 34:14 trustee [5] â 10:8, 11:8, 16:19, 30:9, 30:14 [2] â 7:5, 28:14 [2] â 28:25, 29:4 Trustee[4] -18:19 718:21 ' 732:17 trustees [18] â 5:24, 7:3, 8:25, 9:8, 10:2, ALAN F. BOURN, RMR, websites week [5] â 32:23, 32:24, 33:2, 33:5, [9] â 4:14, 7:9, 8:2, 15:15, 15:24, weigh [1] â 32:21 WELLS [1] â 1:4 Wells [6] â 1:20, 1:23, 1:24, 3:9, 17:7, 7 42 of 43