Freshfields Bruckhaus Deringer us LLP

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1 Freshfields Bruckhaus Deringer us LLP DANA POST 601 Lexington Avenue 31st Floor New York, New York Tel Fax By Hand and Electronic Filing December 2, 2014 Hon. Eileen Bransten Supreme Court ofthe State ofnew York County ofnew York 60 Centre Street Room 521 New York, NY Re: Mill Financial, LLC, et al. y. Gillett, et al., Index No /10 Dear Justice Bransten: We represent defendant the Royal Bank of Scotland, pic in the above-referenced matter. In advance of the hearing scheduled for tomorrow in this matter, we enclose a courtesy copy of the document filed today at Docket No. 268, which is an amended version of the affidavit filed as Docket No The reason for this amendment is a pagination error in Docket No Respectfully submitted, Is! Dana L. Post Dana L. Post cc: All counsel (by e-filing) US

2 I4EW YORK COUNTY CLERK i/u/zui4 U1:42 PM IYSCEF DOC. NO. 268 INDEX NO /2010 RECEIVED NYSCEF: 12/02/2014 \SUPME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK MILL FINANCIAL, LLC and MILL FOOTBALL HOLDINGS, PLC, Plaintiffs, - against - GEORGE N. GILLETT, JR.; BOOTH CREEK MANAGEMENT CORP.; GILLETT FAMILY SKI, LLC; BOOTH CREEK PARTNERS LIMITED II, LLLP; GILLE11T COLEMAN, LLC; GILLETT WHEAT LLC; FOOTBALL INVESTMENTS, LLC; GILLETT GEMS, LLC; BOOTH CREEK INC.; SPRADDLE CREEK AUTO INVESTMENT, LLC; SPRADDLE CREEK AUTOMOTIVE REAL ESTATE, LLC; GILVEST GP, LLC; GILLETT SUMMIT, LLC and THE ROYAL BANK OF SCOTLAND, PLC, Defendants. AFFIDAVIT Index No /10 Hon. Eileen Bransten Motion Sequence No. io I, Paul Brabant, being duly sworn, depose and say: i. I am a Director at AlixPartners UK LLP ("AlixPartners") which is a business advisory consultancy based in London, England, and with its headquarters in Southfield, Michigan in the United States. 2. In September 2011, my firm was retained by RBS to collect, process, and host documents in connection with the proceeding commenced in the English High Court captioned HC1OCO32O6 (the "English Proceeding"). I was the individual at AlixPartners who was responsible for overseeing the management, processing, hosting, and disclosure of the data in this matter. 3. I understand that Plaintiffs in this action have brought a motion to compel the production of documents produced by RES in the English Proceeding. I describe below the time, resources, and cost involved in retrieving such documents. US

3 Mill Financial, LLC, et al. y. Gillett, et al. Index No /lo During the English Proceeding, all of the documents collected from custodians were hosted on a specialized online database system, known as Relativity, which manages documents to enable the attorneys to search, review, tag, and organize documents in native electronic format. At this stage, RBS incurred a monthly hosting fee of 7,100 (at today's exchange rate, approximately $ i 1,700), plus monthly user fees depending on the number of lawyers requiring access to the database at 60 per user per month (approximately $95). Following the settlement of the English Proceeding, the documents collected and processed in the English Proceeding were archived on or around January Archiving entails saving the components of the databases to backup tape, which is magnetic media suitable to store large volumes of data, for long-term storage. After data is saved to backup tape, the original data is removed from our network, and the backup tapes are sent off-site for If the archived data had to be restored, the following steps would have to be Identifying the appropriate tapes containing the data to be restored; Requesting the appropriate tapes to be retrieved from off-site storage; Allocating physical or network space for data management, as appropriate; Restoring selected data from the backup tapes to our hosting environment described above, as appropriate; and Reinstating user access policies to access these systems. In total, the process would take around 5 calendar days. USI 96984I Restoring the database would incur certain costs, as follows: The cost of hosting the restored Relativity database would be subject to our hosting fee, which is charged on a monthly basis, per GB hosted. In this case, the sum would be over 7,100, so at today's exchange rate, approximately $11,700 per month. Page 2

4 Mill Financial, LLC, et al. y. Gillett, et al. Index No /10 b. Some amount of billable work may be required to identify any requested informatiofl in this case, an estimate would be at least 3 hours based on an hourly rate of 325 (approximately $540 in today's exchange rate), and up to 10 hours to conduct searches. e. Some Relativity licenses may need to be reinstated to enable access to the Relativity application, which would incur cost of 60 per user per month, or 300 per month for 5 users (approximately $480 in today' s exchange rate). Ø, 8. Additional documents would need to be appended to the database to enable a complete search, as follows: a. Additional documents relevant to this matter were managed by Freshlields internally, in addition to the documents managed by AlixPartners. b. Freshfields would need to transfer these documents to AlixPartners to add them to the restored database, which would require approximately 1 0 hours of work at 250 per hour, or 2,500 (approximately $4,025 in today's exchange rate). 9. Accordingly, the complete cost of restoring the database and appending relevant documents would be a range of approximately 10,875 to 13,150 (approximately $17,000 to $21,000) for the first month, and an additional 7,400 per month thereafter including user license fees (approximately $ I I 840 in today' s exchange rate). Subcribed and sworn to or affirmctibefoñ me this ['tlay of September, Paul Brabant otary Public AGNES CORLESS Scrivener Notary London, England My commission for Ofe Page 3

5 - 1. Country: APOSTILLE (Convention de La Haye du S octobre 1961) United Kingdom of Great Britain and Northern Ireland This public document Le présent acte public I EI presente documento púbko 2. Has been signed by Agnes Corleas a été signé par ha sido firmado por 3. Acting in the capacity of Notary Public agissant en qualité de quien actúa en calidad de 4 4. Bears the seal/stamp of The Said Notary Public est revêtu du sceau I timbre de y está revestido dei sello I timbre de Certified Attesté I Certificado 5at London 6. the 11 September2014 len Pe/eidla 7. by Her Majesty's Principal Secretary of State for Foreign and par/ por Commonwealth Affairs 8. Number K sous no I bajo ei número 9. Seal I stamp: ' "I Q Signature: P. Forbes ::: ifirnbre: This Apostille is not to be used in the UK and only confirms the authenticity ofthe signature. seal or stamp on the attached UK public document. lt does not confirm the authenticity ofihe underlying document. Apostilles attached to documents that have been photocopied and certified in the UI< confirm the signature ol the UK public official who conducted the oertitication only. ft does not authenticate either the signature on the original document orthe contents ofth original document in any way. If this document is to be used in a counhly which is not party to the Hague Convention of 5th October 1961 it should be presented to the consular section of the mission representing that country. To verify this apostille go to