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1 Case 8:10-ml DOC -RNB Document #:8297 Filed 03/28/12 Page 1 of 160 Page ID v LAW OFFICES COTCHETT, PITRE, & MCCARTHY, LLP COTCHETT, PITRE & McCARTHY, LLP JOSEPH W. COTCHETT (SBN 36324) jcotchett@cpmlegal.com MARK C. MOLUMPHY (SBN ) mmolumphy@cpmlegal.com JORDANNA G. THIGPEN (SBN ) jthigpen@cpmlegal.com MATTHEW K. EDLING (SBN ) medling@cpmlegal.com San Francisco Airport Office Center 840 Malcolm Road Burlingame, CA Telephone: (650) Fax:(650) MILBERG LLP JEFF S. WESTERMAN (SBN 94559) jwesterman@milberg.com DAVID E. AZAR (SBN ) dazar@milberg.com MICHIYO M. FURUKAWA (SBN ) mfurukawa@milberg.com One California Plaza 300 S. Grand Avenue, Suite 3900 Los Angeles, CA Tel: (213) Fax: (213) Co-Lead Counsel for Plaintiffs and the Class IN RE: MEDICAL CAPITAL SECURITIES LITIGATION This document relates to: Case No.: SA CV DOC (RNBx) UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA SOUTHERN DIVISION- SANTA ANA ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) LEAD CASE NO. SA ML DOC (RNBx) DECLARATION OF JORDANNA G. THIGPEN IN SUPPORT OF PLAINTIFFS MOTION TO COMPEL CONTINUATION OF 30(b)(6) DEPOSITION, PRODUCTION OF AN ADEQUATE WITNESS, AND REQUEST FOR SANCTIONS DATE: April 25, 2012 TIME: 10:00 AM CTRM: N/A JUDGE: Hon. William McDonald DECL. OF THIGPEN ISO PLTFS MT. TO COMPEL & REQUEST FOR SANCTIONS LEAD CASE NO. SA ML DOC (RNBx)

2 Case 8:10-ml DOC -RNB Document #:8298 Filed 03/28/12 Page 2 of 160 Page ID v LAW OFFICES COTCHETT, PITRE, & MCCARTHY, LLP I, Jordanna G. Thigpen, declare as follows: 1. I am an attorney with Cotchett, Pitre & McCarthy, LLP, attorneys of record for Plaintiffs in In re Medical Capital Sec. Litig., Case No. SA-10-ML DOC (RNBx). I have personal knowledge of the facts stated in this declaration and, if called upon as a witness, I could and would testify competently to them. I make this declaration pursuant to 28 U.S. C Attached as Exhibit 1 to this Declaration is a true and correct copy of Defendant Wells Fargo s Rule 30(b)(6) Deposition Notice issued by Plaintiffs on November 28, Attached as Exhibit 2 to this Declaration is a true and correct copy of Defendant Wells Fargo s Rule 30(b)(6) Deposition Notice issued by Plaintiffs on November 29, Attached as Exhibit 3 to this Declaration is a true and correct copy of Defendant s Objections to Plaintiff s Deposition Notices. It is dated December 14, Attached as Exhibit 4 to this Declaration is a true and correct copy of relevant excerpts from the deposition transcript of Mary Sohlberg, dated February 8, Attached as Exhibit 5 to this Declaration is a true and correct copy of a February 15, 2012 letter to Defense Counsel initiating meet and confer efforts on the Rule 30(b)(6) depositions. 7. Attached as Exhibit 6 to this to this Declaration is a true and correct copy of Defendant s February 21, 2012 response letter setting forth several conditions Plaintiffs must agree to prior to the reproduction of Ms. Sohlberg as Wells Fargo s corporate representative. / / / / / / / / / DECL. OF THIGPEN ISO PLTFS MT. TO COMPEL & REQUEST FOR SANCTIONS LEAD CASE NO. SA ML DOC (RNBx) 1

3 Case 8:10-ml DOC -RNB Document #:8299 Filed 03/28/12 Page 3 of 160 Page ID Attached as Exhibit 7 to this Declaration is a true and correct copy of Plaintiffs March 14, 2012 letter rejecting Defendant s conditions and providing notice of Plaintiffs intention to file a motion to compel. I declare under perjury under the laws of the United States of America that the foregoing is true and correct. Executed on March 28, 2012, in Burlingame, California. /s/ Jordanna G. Thigpen v LAW OFFICES COTCHETT, PITRE, & MCCARTHY, LLP 28 DECL. OF THIGPEN ISO PLTFS MT. TO COMPEL & REQUEST FOR SANCTIONS LEAD CASE NO. SA ML DOC (RNBx) 2

4 Case 8:10-ml DOC -RNB Document #:8300 Filed 03/28/12 Page 4 of 160 Page ID EXHIBIT 6

5 Case 8:10-ml DOC -RNB Document #:8301 Filed 03/28/12 Page 5 of 160 Page ID

6 Case 8:10-ml DOC -RNB Document #:8302 Filed 03/28/12 Page 6 of 160 Page ID

7 Case 8:10-ml DOC -RNB Document #:8303 Filed 03/28/12 Page 7 of 160 Page ID EXHIBIT 5

8 Case 8:10-ml DOC -RNB Document #:8304 Filed 03/28/12 Page 8 of 160 Page ID

9 Case 8:10-ml DOC -RNB Document #:8305 Filed 03/28/12 Page 9 of 160 Page ID

10 Case 8:10-ml DOC -RNB Document #:8306 Filed 03/28/12 Page 10 of 160 Page ID EXHIBIT 4

11 Case 8:10-ml DOC -RNB Document #:8307 Filed 03/28/12 Page 11 of 160 Page ID Summary of Deficiencies Associated With Sohlberg s Rule 30(b)(6) Deposition Topic No./Topic Topic No. 5 Topic No. 6 Statement Re: Knowledge No knowledge as to the drafting of agreements, indentured trust agreements, NISAs between Wells Fargo and corporate trust clients Sohlberg Tr. 29:2-30:1 No knowledge as to the negotiation and drafting of the NISAs for MP III and MP V Employee(s) Identified As Having Requisite Knowledge Joe Nardi, Cory Brandon, Ben Krueger, and Cheryl Zimmerman Sohlberg Tr. 29:11-22 Cory Brandon; Cheryl Zimmerman Topic No. 7 Topic No. 9 Topic No. 12 Sohlberg Tr. 30:4-30:22; 31:20-23; 32:15-23 No knowledge as to the pricing for corporate trust services performed by Wells Fargo, including related policies and procedures Sohlberg Tr. 36:5-11; 37:7-38:15 No knowledge as to the bonuses, commissions, and monies received by Wells Fargo employees in connection with the performance of corporate trust services, including related policies and procedures Sohlberg Tr. 42:8-43:1 Unsure as to whether most knowledgeable of the procedures and policies related to due diligence performed by Wells Fargo when evaluating new clients Sohlberg Tr. 45:23-47:3 Sohlberg Tr. 30:16-21; 31:20-23 Shana Stevens Murray, Joe Nardi, Ben Krueger, Cory Brandon, Mary Anna Sterschic, and Rob Guimont Sohlberg Tr. 37:7-38:14 1

12 Case 8:10-ml DOC -RNB Document #:8308 Filed 03/28/12 Page 12 of 160 Page ID Topic No./Topic Topic No. 13 Topic No. 15 Topic No. 16 Topic No. 17 Topic No. 18 Statement Re: Knowledge Unsure as to whether most knowledgeable of the procedures and policies related to due diligence performed by Wells Fargo for existing corporate trust clients Sohlberg Tr. 47:6-48:18 Unsure as to whether most knowledgeable of the procedures and policies related to the disposition of corporate trust clients account funds Sohlberg Tr. 49:4-49:15 Unsure as to whether most knowledgeable of the disposition of funds collected in Medical Capital s accounts Sohlberg Tr. 49:18-50:19 Unsure as to whether most knowledgeable of the fees, monies, commissions, and profits derived by Wells Fargo from funds in Medical Capital trusts Sohlberg Tr. 50:20-51:15 Unsure as to whether most knowledgeable of the process used to determine whether reports and documents received from Medical Capital conformed to the requirements set forth in the NISAs. But from a practical standpoint Sohlberg is not. Sohlberg Tr. 51:16-53:3 Employee(s) Identified As Having Requisite Knowledge Cheryl Zimmerman Sohlberg Tr. 52:17-53:3 2

13 Case 8:10-ml DOC -RNB Document #:8309 Filed 03/28/12 Page 13 of 160 Page ID Topic No./Topic Topic No. 19 Statement Re: Knowledge Unsure as to whether most knowledgeable of the process for determining the existence of any events of default. But from a practical standpoint Sohlberg is not Employee(s) Identified As Having Requisite Knowledge Elizabeth Walker Topic No. 20 Topic No. 22 Topic No. 23 Topic Nos. 1, 2, 5, 6, 16, 18, 19, 23 Topic Nos. 1, 2, 23 Topic Nos. 1, 2, 5, 6, 16, 18, 19, 23 Sohlberg Tr. 53:6-25 Unsure as to whether most knowledgeable of the retention of C.T. Moffett & Company and its services. But from a practical standpoint Sohlberg is not Sohlberg Tr. 54:3-17 Unsure as to whether most knowledgeable of the retention of law firm, Faegre & Benson LLP and its related services Sohlberg Tr. 55:16-56:1 Unsure as to whether most knowledgeable of Wells Fargo s performance of any services related to other entities associated with Sidney Field and Joseph Lampariello Sohlberg Tr. 56:3-19 Did not review MP III.2 and MP V NISAs Sohlberg Tr. 57:19-58:14; 180:25-181:3; 205:15-24; 206:14-17; 207:6-8 No knowledge of Wells service as Disbursing Agent for other MPs Sohlberg Tr. 85:10-86:9 Did not review Private Placement Memorandums Sohlberg Tr. 91:5-92:20; 93:12-19 Sohlberg Tr. 53:6-25 Elizabeth Walker Sohlberg Tr. 54:3-17 3

14 Case 8:10-ml DOC -RNB Document #:8310 Filed 03/28/12 Page 14 of 160 Page ID Topic No./Topic Topic Nos. 1, 2, 16, 18, 19, 23 Topic Nos. 1, 2, 12, 13, 14, 16, 18, 19, 23 Topic Nos. 1, 2, 7, 15, 16, 17, 23 Topic Nos. 1, 2, 7, 16, 17, 23 Topic Nos. 1, 2, 13, 14, 23 Topic Nos., 1, 2, 3, 14, 23 Topic Nos. 1, 2, 15, 16, 17, 19, 23 Topic Nos. 1, 2, 5, 6, 16, 18, 19, 23 Statement Re: Knowledge No knowledge as to CMES account procedures Sohlberg Tr. 111:5-15; 178:9-19 No knowledge as to specific documents associated with establishing the Medical Capital accounts or whether anyone reviewed those documents at the Bank Sohlberg Tr. 112:19-113:10 No knowledge of fees that Wells Fargo charged to Medical Capital; no knowledge of distinction between specific fees Sohlberg Tr. 137:11-21; 141:1-11; 147:20-148:18 No knowledge of investment-derived revenue (12B1 fees) Sohlberg Tr. 144:2-147:18 No knowledge of a background investigation ultimately performed on Medical Capital in 2009 Sohlberg Tr. 166:8-167:5 No knowledge of Wells Fargo s resignation from a portion of the duties it performed for Medical Capital Sohlberg Tr. 168:24-169:21 No knowledge of whether Medical Capital s accounts experienced overdrafts Sohlberg Tr. 171:18-172:15 No knowledge of any contract provisions applying to deposit of Noteholder s funds Sohlberg Tr. 174:3-10 Employee(s) Identified As Having Requisite Knowledge Elizabeth Walker 4

15 Case 8:10-ml DOC -RNB Document #:8311 Filed 03/28/12 Page 15 of 160 Page ID Topic No./Topic Topic Nos. 1, 2, 5, 6, 16, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Statement Re: Knowledge No knowledge of specific reports that MP III.2 and MP V would have provided Sohlberg Tr.181:5-11; 181:13-23 No knowledge of specific documents and reporting obligations associated with the net collateral coverage ratio reports Sohlberg Tr. 188:2-20; 190:17-25; 191:2-5; 191:13-192:6; 192:10-19; 192:22-25; 193:3-23; 194:17-24; 202:4-11; 202:17-21; 202:25-203:2; 203:3-16; 205:11-14 No knowledge if notice of default was ever issued for problems with particular documents Sohlberg Tr. 200:8-13; 214:23-215:3 No knowledge of specific documents associated with UCC reporting obligations Sohlberg Tr. 211:23-212:3; 212:4-14; 214:6-8; 215:4-11; 216:6-10; 218:14-17; 219:16-19; 222:1-7 No knowledge of specific documents associated with property valuation reporting obligations Sohlberg Tr. 223:6-9; 225:8-10 No knowledge of the quarterly certified Note Register Sohlberg Tr. 235:2-11; 237:4-20; 238:2-239:12 No knowledge regarding annual Servicer Compliance statement Sohlberg Tr. 240:5-6; 245:3-246:23 Employee(s) Identified As Having Requisite Knowledge Cheryl Zimmerman and the bond analyst ; Elizabeth Walker Elizabeth Walker Cheryl Zimmerman 5

16 Case 8:10-ml DOC -RNB Document #:8312 Filed 03/28/12 Page 16 of 160 Page ID Topic No./Topic Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 13, 14, 18, 19, 23 Statement Re: Knowledge No knowledge regarding annual compliance statement Sohlberg Tr. 248:6-10; 248:11-24; 250:5-19; 251:1-5 No knowledge regarding specific documents associated with requests for funds for Eligible Receivables Sohlberg Tr. 257:17-259:3; 259:6-20; 272:21-273:7; 273:13-274:7; 280:17-23 No knowledge regarding specific documents associated with requests for funds for Non-Receivable Assets Sohlberg Tr. 270:21-271:18; 271:21-272:3; 291:4-24 No knowledge regarding escalation of any mistakes noticed in the account and/or Wells Fargo s awareness of any mistakes Employee(s) Identified As Having Requisite Knowledge Cheryl Zimmerman Cheryl Zimmerman; Eileen O Connor Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Sohlberg Tr. 284:13-285:3; 286:2-25 No knowledge regarding any difference in process for disbursing funds for different types of requests (e.g. funds for Eligible Receivables vs. transfers of collateral between SPCs) Sohlberg Tr. 297:19-25 No knowledge regarding Wells Fargo s knowledge of Medical Capital s ownership of Collateral Sohlberg Tr. 298:12-16 Cheryl Zimmerman Cheryl Zimmerman 6

17 Case 8:10-ml DOC -RNB Document #:8313 Filed 03/28/12 Page 17 of 160 Page ID Topic No./Topic Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Topic Nos. 1, 2, 18, 19, 23 Statement Re: Knowledge No knowledge regarding whether Wells Fargo ever requested a list of Receivable Sellers Sohlberg Tr. 298:18-20 No knowledge regarding Wells Fargo s receipt of Officer s Certificates Sohlberg Tr. 298:21-24 No knowledge regarding Wells Fargo s On-Hand and Exception reports to Medical Capital Sohlberg Tr. 299:1-7 Employee(s) Identified As Having Requisite Knowledge Cheryl Zimmerman Cheryl Zimmerman Cheryl Zimmerman 7

18 Case 8:10-ml DOC -RNB Document #:8314 Filed 03/28/12 Page 18 of 160 Page ID IN RE: MEDICAL CAPITAL SECURITIES LITIGATION MARY SOHLBERG February 8, 2012

19 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 19 of 160 Page ID #:8315 Page 1 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA SOUTHERN DIVISION - SANTA ANA IN RE: MEDICAL CAPITAL ) Lead Case No. SECURITIES LITIGATION ) SA ML DOC (RNBx) ) ) This document relates to: ) ) Case No.: SA CV ) DOC (RNBx) ) ) VIDEOTAPED DEPOSITION OF MARY SOHLBERG Los Angeles, California Wednesday, February 8, 2012 Reported by: Lynda L. Fenn, CSR, RPR CSR No ( )

20 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 20 of 160 Page ID #: BY MS. THIGPEN: 2 Q Let's move to No. 5: "The drafting of trust 3 agreements, indentured trust agreements, note issuance 4 and security agreements or any other such agreements 10:30 5 between Wells Fargo and its corporate trust clients." Page 29 6 Are you the most knowledgeable person at Wells 7 Fargo Bank concerning this Topic No. 5? 8 MR. SOMMER: Same objections. 9 THE WITNESS: No. No I'm not. 10:30 10 BY MS. THIGPEN: 11 Q Who is more knowledgeable than you? 12 A The person most knowledgeable would be the 13 person who -- in business development who -- whose job 14 was to review the drafts and make revisions and close 10:30 15 the transaction. 16 Q All right. And what is that person's name? 17 A It would be Joe Nardi. 18 Q Would you spell that, please? 19 A N-a-r-d-i. 10:30 20 Q Okay. 21 A Cory Brandon, Cheryl Zimmerman and Ben 22 Krueger. 23 Q Okay. So you're not the most knowledgeable 24 person regarding Topic No. 5? 10:31 25 MR. SOMMER: Same objections.

21 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 21 of 160 Page ID #: THE WITNESS: No. 2 MS. THIGPEN: Okay. 3 BY MS. THIGPEN: 4 Q No. 6: "The negotiation and drafting of the 10:31 5 note issuance and security agreements and any 6 supplemental agreements for MPIII and MPV and any 7 communications related thereto." 8 Are you the most knowledgeable person 9 regarding that Topic No. 6 at Wells Fargo Bank? 10:31 10 A No. Page MR. SOMMER: Same -- same -- excuse me, let me 12 just interject. The same objections; calls for 13 speculation. Also assumes facts not in evidence that 14 there's a single person most knowledgeable. 10:32 15 MS. THIGPEN: Okay. You can finish. 16 THE WITNESS: The person most knowledgeable 17 would be the person who was responsible for the review 18 and execution of the documents. 19 BY MS. THIGPEN: 10:32 20 Q And regarding MPIII who was that person? 21 A That would be Cory Brandon and Cheryl 22 Zimmerman. 23 Q You have an understanding of what MPIII means; 24 right? 10:32 25 A I'm assuming it means the III, I and II.

22 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 22 of 160 Page ID #:8318 Page 31 1 Q Okay. And by III, I and II, can you explain a 2 little bit of what your understanding is of that? 3 A Well, there was a series I, NISA, that was 4 created and closed. Shortly thereafter, there was an 10:32 5 amendment and supplement, which is called series III, II Q Okay. 8 A -- that was closed. 9 Q And by NISA just to clarify you're referring 10:33 10 to the A The note. 12 Q -- note issuance and security agreement. 13 And did you understand that that was a 14 contract between the MPIII entity and Wells Fargo Bank? 10:33 15 A Yeah. 16 Q And for MPV you have the same understanding, 17 right, that it was a contract between the MPV entity and 18 Wells Fargo Bank; is that correct? 19 A Yes. 10:33 20 Q Okay. So the individuals again would be Cory 21 Brandon and Cheryl Zimmerman that would be more 22 knowledgeable than you regarding this Topic No. 6? 23 A Correct. 24 Q Is there anyone else that would be more 10:33 25 knowledgeable than you regarding Topic No. 6?

23 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 23 of 160 Page ID #: A Well, are you going to ask me about 5? 2 Q Oh, I thought for 5 we agreed that you're not 3 the most knowledgeable person -- 4 A Okay. 10:33 5 Q -- moment ago? 6 A Okay. You're going to need to repeat the 7 question. 8 Q Sure. For Topic No. 6 as it's described: 9 "The negotiation and drafting of the note issuance and Page 32 10:34 10 security agreements and any supplemental agreements for 11 MPIII and MPV and any communications related thereto." 12 Are you the most knowledgeable person at Wells 13 Fargo Bank concerning that Topic No. 6? 14 MR. SOMMER: Same objections. 10:34 15 THE WITNESS: You know, again you're asking me 16 to assume a lot, but the only way I can answer that is 17 that from a practical standpoint the person who reviewed 18 the drafts, closed the deal would be the most 19 knowledgeable. 10:34 20 BY MS. THIGPEN: 21 Q And those persons again would be Cory Brandon 22 and Cheryl Zimmerman? 23 A Correct. 24 MR. SOMMER: No. Misstates facts. 10:34 25 MS. THIGPEN: I'm sorry, if that's not

24 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 24 of 160 Page ID #: MR. SOMMER: Same objections. 2 THE WITNESS: I don't know. 3 MS. THIGPEN: Okay. All right. 4 BY MS. THIGPEN: 10:38 5 Q Let's move on to No. 7: "The pricing for 6 corporate trust services performed by Wells Fargo 7 including procedures and policies related thereto." Page 36 8 Are you the most knowledgeable person at Wells 9 Fargo Bank concerning Topic No. 7? 10:38 10 MR. SOMMER: Same objections. 11 THE WITNESS: No. 12 BY MS. THIGPEN: 13 Q Who is more knowledgeable than you regarding 14 Topic No. 7? 10:38 15 MR. SOMMER: Lacks foundation. 16 THE WITNESS: There's no way I can answer the 17 question. You're asking about pricing for all of 18 corporate trust services. I have no idea the -- how 19 many people get involved in pricing, what their role is. 10:38 20 So there's no way I can answer the question. It's just 21 too -- too broad. 22 BY MS. THIGPEN: 23 Q Do you know anything about pricing for 24 corporate trust services? 10:38 25 A Yes.

25 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 25 of 160 Page ID #:8321 Page 37 1 Q Okay. But there are individuals that are more 2 knowledgeable than you on that topic? 3 MR. SOMMER: Same objections. Calls for 4 speculation. 10:39 5 THE WITNESS: I don't know. 6 BY MS. THIGPEN: 7 Q Can you identify anyone who you believe might 8 be more knowledgeable than you? 9 MR. SOMMER: Calls for speculation. 10:39 10 THE WITNESS: Again, I can only state that 11 from a practical realistic standpoint a person who has 12 priced a number of transactions is likely to have a lot 13 of knowledge. 14 BY MS. THIGPEN: 10:39 15 Q Can you think of any names of such employees? 16 A Only in -- I mean, I don't know all of the 17 people who have -- who price or get involved in pricing. 18 You're asking a question about all of corporate trust 19 services. I can only say that from an asset back 10:40 20 standpoint the individuals who have priced the deals, 21 who priced the deals on an ongoing basis or -- it would 22 be the salesperson and business development. 23 Q Okay. Do those individuals have names or are 24 you saying by deal it would be the salesperson and the 10:40 25 business development?

26 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 26 of 160 Page ID #: A Well, are you asking about a specific deal or 2 generally? 3 Q Yes. I've asked you for any names of any 4 employees that you can think of? 10:40 5 A Shawna Stevens-Murray. Joe Nardi, possibly 6 Ben Krueger and Cory Brandon. I don't know. 7 Q Was Ms. Stevens-Murray associated with the 8 Medical Capital Holdings deal? 9 A Yes. 10:40 10 Q Is there anyone else you can think of? 11 A There would be another salesperson, Rob 12 Guimont. There would be -- I believe the business Page development people at the time would have been Mary Anna 14 Stershic, Ben Krueger, Cory Brandon. 10:41 15 Q All right. Thank you. 16 With regards to No. 8: "Bonuses, commissions 17 monies and any benefit financial or otherwise received 18 by Wells Fargo's employees in connection with attracting 19 clients for the performance of corporate trust services 10:41 20 including procedures and policies related thereto." 21 Are you the most knowledgeable person at Wells 22 Fargo Bank concerning this Topic No. 8? 23 MR. SOMMER: Again, same objections. Calls 24 for speculation. Lacks foundation. 10:41 25 THE WITNESS: I am a person knowledgeable on

27 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 27 of 160 Page ID #: that's -- 2 A Okay. 3 Q -- your answer, that you don't -- 4 A Yes. 10:45 5 Q All right. Thank you. 6 A I'm sorry. 7 Q That's okay. 8 Let's move to No. 9: "Bonuses, commissions, Page 42 9 monies and any benefit, financial or otherwise, received 10:45 10 by Wells Fargo's employees in connection with the 11 performance of corporate trust services including 12 procedures and policies related thereto." 13 Are you the person most knowledgeable at Wells 14 Fargo Bank concerning Topic No. 9? 10:46 15 MR. SOMMER: Same objections. 16 THE WITNESS: It would be a similar answer to 17 what I answered in 8. Again, it's a corporate wide 18 program. I don't know if there is any one individual 19 that's the most knowledgeable. 10:46 20 MS. THIGPEN: Okay. 21 BY MS. THIGPEN: 22 Q But are you the most knowledgeable on that 23 Topic No. 9? 24 MR. SOMMER: Asked and answered. Same 10:46 25 objections.

28 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 28 of 160 Page ID #: THE WITNESS: No. 2 MS. THIGPEN: Okay. 3 BY MS. THIGPEN: 4 Q Let's move to No. 10: "Bonuses, commissions, Page 43 10:46 5 monies and any benefit, financial or otherwise, received 6 by Wells Fargo's employees in connection with attracting 7 Medical Capital as a client." 8 Are you the most knowledgeable person at Wells 9 Fargo Bank concerning this Topic No. 10? 10:46 10 MR. SOMMER: Same objections. Calls for 11 speculation. Lacks foundation. 12 THE WITNESS: I don't believe there would be 13 anyone because the statement itself is false. And as I 14 explained to you that -- that the bonus and commission 10:47 15 is not based on attracting a specific client. So the 16 question itself is false. It can't be answered from my 17 perspective. 18 MS. THIGPEN: Okay. 19 BY MS. THIGPEN: 10:47 20 Q The way it is stated is -- as a topic so 21 you're saying that the -- that the topic is false? 22 A The topic assumes that bonuses are received by 23 Wells Fargo's employees in connection with attracting 24 Medical Capital and what I'm telling you is that the 10:47 25 program is not geared towards specific clients. So

29 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 29 of 160 Page ID #: MS. THIGPEN: Unless your counsel instructs 2 you specifically not to answer one of my questions you 3 do have to answer them. Page 45 4 THE WITNESS: It would be pretty much the same 10:48 5 answer I gave on 10. Typically bonuses and commissions 6 aren't geared towards performing services to one 7 particular customer. 8 MS. THIGPEN: Okay. 9 BY MS. THIGPEN: 10:49 10 Q Let's move to No. 12. Actually, just staying 11 with No. 11 for a moment. 12 So you -- do you believe you would be the 13 person most knowledgeable at Wells Fargo Bank on that 14 particular topic for the reason you just stated? 10:49 15 MR. SOMMER: Same objections. 16 THE WITNESS: Well, I guess for the reason I 17 just stated. I don't know -- again, I don't think 18 there's anybody the most knowledgeable because the bonus 19 structure is not geared towards specific clients. So I 10:49 20 don't think there's anybody. 21 MS. THIGPEN: Thank you. 22 BY MS. THIGPEN: 23 Q And let's move to No. 12: "Procedures and 24 policies for due diligence, background research or other 10:49 25 investigations to be performed by Wells Fargo when

30 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 30 of 160 Page ID #: evaluating new corporate trust clients, accounts or 2 engagements." Page 46 3 Are you the person most knowledgeable at Wells 4 Fargo Bank concerning this Topic No. 12? 10:50 5 MR. SOMMER: Same objections. 6 THE WITNESS: I don't know. 7 BY MS. THIGPEN: 8 Q Do you know of anyone more knowledgeable than 9 yourself on Topic No. 12 at Wells Fargo Bank? 10:50 10 A You know, again, the topic is very broad. I 11 don't know if you could identify a person who's the most 12 knowledgeable about this topic given that you're talking 13 about corporate trust clients in total. 14 Q Okay. Can you think of anyone who would have 10:51 15 knowledge on that Topic No. 12 at Wells Fargo Bank? 16 MR. SOMMER: Same objections. 17 THE WITNESS: I -- I could -- I only know a 18 handful of people and that would be the people who are 19 associated with the structure -- the asset back 10:51 20 securities group. I -- I don't know who it would be. 21 If you want the question answered from all of corporate 22 trust clients I don't know if that's answerable because 23 there's -- corporate trust itself is -- is -- is 24 basically two -- two groups, two major groups. And so I 10:51 25 would not know within any of the -- the corporate

31 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 31 of 160 Page ID #: municipal group or the structured products group, I Page 47 2 don't know who would be the most knowledgeable with such 3 a general question. I don't know. 4 MS. THIGPEN: Okay. 10:52 5 BY MS. THIGPEN: 6 Q Let's move to No. 13: "Procedures and 7 policies for monitoring due diligence, background 8 research or audits to be performed by Wells Fargo for 9 existing corporate trust clients, accounts or 10:52 10 engagements." 11 Are you the person most knowledgeable at Wells 12 Fargo Bank concerning this Topic No. 13? 13 MR. SOMMER: Same objections. 14 THE WITNESS: And I would have to answer it 10:52 15 the same way. You're asking corporate trust wide. It's 16 a big organization. It's made of two very distinct 17 product groups. I don't know if there is a person 18 anybody could identify who is the most knowledgeable. 19 MS. THIGPEN: Okay. 10:52 20 BY MS. THIGPEN: 21 Q Can you think of any individual people that 22 would have knowledge of this Topic No. 13? 23 MR. SOMMER: Any knowledge? 24 THE WITNESS: Well, it would -- any knowledge, 10:53 25 it would be the most likely people in -- in the asset

32 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 32 of 160 Page ID #: back group would be the salesperson, the business 2 development person and there may be a number of other 3 people given their deals have knowledge about research 4 and audits, but I wouldn't have a way of knowing who 10:53 5 they are. 6 The likely individuals for the upfront 7 diligence would be the salesperson and business Page 48 8 development, but then again, that's just a small picture 9 for such a broad topic because there may be things going 10:54 10 on in specific deals that only a small number of people 11 know about. It's not -- if there's an audit or 12 additional research on a deal, that's not general 13 knowledge. 14 MS. THIGPEN: Okay. 10:54 15 BY MS. THIGPEN: 16 Q And you don't know who those people are; 17 correct? 18 A I wouldn't know who those people are. 19 Q Okay. Let's move to No. 14: "Monitoring due 10:54 20 diligence investigations, background research or audits 21 related to Medical Capital." 22 Are you the person most knowledgeable at Wells 23 Fargo Bank concerning this Topic No. 14? 24 MR. SOMMER: Same objections. 10:54 25 THE WITNESS: Given the broad topic, to my

33 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 33 of 160 Page ID #: knowledge, I'm the most knowledgeable. 2 MS. THIGPEN: Thank you. 3 BY MS. THIGPEN: 4 Q And No. 15: "Procedures and policies for the 5 disposition or investment of corporate trust clients' 6 account funds whether in Wells Fargo's proprietary 7 investment funds, repurchase agreements or any other 8 such placement or use of corporate trust clients' 9 funds." Page 49 10:55 10 Are you the person most knowledgeable at Wells 11 Fargo Bank concerning this Topic No. 15? 12 MR. SOMMER: Same objections. 13 THE WITNESS: I don't know who -- again, it's 14 the broad question. It's corporate trust wide. I don't 10:55 15 know who, if anyone, would be the most knowledgeable. 16 MS. THIGPEN: Okay. 17 BY MS. THIGPEN: 18 Q No. 16: "The disposition and investment of 19 funds collected in Medical Capital's accounts whether in 10:55 20 Wells Fargo's proprietary investment funds, repurchase 21 agreements or any other such placement or use of Medical 22 Capital's funds." 23 Are you the person most knowledgeable at Wells 24 Fargo Bank concerning this Topic No. 16? 10:55 25 MR. SOMMER: Same objections.

34 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 34 of 160 Page ID #: THE WITNESS: I have knowledge. I don't have 2 any way of knowing if I'm the most knowledgeable. 3 BY MS. THIGPEN: 4 Q Can you think of anyone else that has more 10:55 5 knowledge than you on Topic No. 16? 6 A Again, it's a difficult question and a lot of 7 these have been difficult in the sense that -- that I'm 8 not sure there's any way on some of these topics to Page 50 9 measure who's the most knowledgeable. I may be the most 10:56 10 knowledgeable about one aspect of this topic. There 11 might be somebody who -- I might be the most 12 knowledgeable about 70 percent of it. There might be 13 somebody more knowledgeable on the 30. It's not a 14 question that's easily answerable. 10:56 15 MS. THIGPEN: Okay. 16 BY MS. THIGPEN: 17 Q So you don't know if you are the most 18 knowledgeable regarding Topic No. 16; is that correct? 19 A I don't know. 10:56 20 Q No. 17: "All fees, monies, commissions, 21 profits and benefits financial or otherwise derived by 22 Wells Fargo from funds in the Medical Capital trust." 23 Are you the person most knowledgeable at Wells 24 Fargo Bank concerning this Topic No. 17? 10:56 25 MR. SOMMER: Same objections.

35 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 35 of 160 Page ID #: THE WITNESS: I don't know, and for a similar 2 answer that I gave to 16. A topic like this touches a 3 number of people and there may be a person who has Page 51 4 significantly more knowledge in this one area. Okay. I 10:57 5 may think I'm the most knowledgeable on 40 percent of 6 it, but this person may have significant knowledge on 7 the other 60 percent. I don't think it's a question 8 that can be answered. 9 BY MS. THIGPEN: 10:57 10 Q Can you think of any A I don't know. I don't know. 12 Q Can you think of any one person who may have 13 more knowledge than you regarding Topic No. 17 at Wells 14 Fargo Bank? 10:57 15 A I don't know. 16 Q Okay. 17 No. 18: "The process used to determine 18 whether certificates, opinions, net collateral coverage 19 ratio reports, schedules, disbursement requests for 10:57 20 receivables, purchase documents, UCC-1 financing 21 statements, annual, quarterly and monthly reports and 22 any other documents submitted by Medical Capital 23 conformed to the requirements of the note issuance and 24 security agreements and any supplemental agreements for 10:57 25 MPIII and MPV."

36 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 36 of 160 Page ID #:8332 Page 52 1 Are you the person most knowledgeable at Wells 2 Fargo Bank concerning this Topic No. 18? 3 MR. SOMMER: Same objections. 4 THE WITNESS: I don't believe I would be the 10:58 5 most knowledgeable, but again you're asking me to assume 10: ? 6 from a practical standpoint who would be. 7 BY MS. THIGPEN: 8 Q I'm asking if you have any knowledge of anyone 9 who would have more knowledge than you on this Topic No. 11 A Again, it's hard to measure -- it's hard for 12 me to measure more. Again, I may have specific 13 knowledge on the topic that's significantly greater than 14 another person's. I can answer the question from a 10:58 15 practical standpoint in terms of who typically would 16 have the -- more knowledge. 17 Q And who would that be? 18 A That would be Cheryl Zimmerman. 19 Q Okay. So Cheryl Zimmerman would be the person 10:58 20 most knowledgeable regarding Topic No. 18? 21 MR. SOMMER: Objection; it misstates the 22 witness' prior testimony and assumes facts. Calls for a 23 legal conclusion. 24 MS. THIGPEN: Thank you, counsel. Your 10:58 25 objections are noted.

37 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 37 of 160 Page ID #: THE WITNESS: From a practical standpoint in 2 terms of how deals are managed I would say Cheryl 3 Zimmerman. 4 MS. THIGPEN: Thank you. 10:59 5 BY MS. THIGPEN: 6 Q No. 19: "The process for determining the 7 existence of any events of default as defined in the 8 note issuance and security agreements and any 9 supplemental agreements for MPIII and MPV including any 10:59 10 process used to determine waiver for any events of 11 default." Page Are you the person most knowledgeable at Wells 13 Fargo Bank concerning Topic No. 19? 14 MR. SOMMER: Same objections. 10:59 15 THE WITNESS: Again, this whole most 16 knowledgeable. Certainly Beth Walker who was the DNR 17 account manager who was working on this and when the 18 event of default occurred would likely be the person 19 most knowledgeable. But based on the -- the review and 11:00 20 preparation that I've done for this deposition, I -- I 21 could be. I don't know the answer to that. 22 Again, from a practical standpoint it would 23 appear most likely that it would be Beth Walker. I'm in 24 the same group as she is. I did significant preparation 11:00 25 for this. I could be as well. I don't know.

38 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 38 of 160 Page ID #: MS. THIGPEN: Thank you. 2 BY MS. THIGPEN: 3 Q Topic 20: "The retention of C.T. Moffett & 4 Company to perform services related to Medical Capital 11:00 5 and C.T. Moffett & Company's performance of such 6 service." Page 54 7 Are you the person most knowledgeable at Wells 8 Fargo Bank concerning this Topic No. 20? 9 MR. SOMMER: Same objections. 11:00 10 THE WITNESS: It would be a similar answer to From a practical standpoint it would appear to me 12 that it would be Beth Walker who was involved at the 13 time that they engaged Moffett. 14 Again, in preparation for this deposition I 11:01 15 did review a lot of documents. I don't know if I am or 16 if Beth is the most knowledgeable. From a practical 17 standpoint it would appear that it would be Beth. 18 MS. THIGPEN: Okay. 19 BY MS. THIGPEN: 11:01 20 Q Topic 21: "The retention of the law firm 21 known as Emmet, Marvin and Martin, LLP to perform 22 services related to Medical Capital and Emmet, Marvin 23 and Martin, LLP's performance of such services." 24 Are you the person most knowledgeable at Wells 11:01 25 Fargo Bank concerning this Topic No. 21?

39 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 39 of 160 Page ID #: MR. SOMMER: Same objections. Page 55 2 THE WITNESS: I don't think there is anyone at 3 Wells Fargo who's the most knowledgeable about this 4 topic. 11:01 5 MS. THIGPEN: Okay. 6 BY MS. THIGPEN: 7 Q But are you the most knowledgeable? 8 MR. SOMMER: Same objections. 9 THE WITNESS: At Wells Fargo I may be the only 11:01 10 one who -- who knows that this is a deposition topic and 11 also knows that we had nothing to do with the retention 12 of this law firm. So I guess by default I would be the 13 most knowledgeable. 14 MS. THIGPEN: All right. 11:02 15 BY MS. THIGPEN: 16 Q And Topic 22: "The retention of the law firm 17 known as Faegre & Benson LLP to perform services related 18 to Medical Capital and Faegre & Benson, LLP's 19 performance of such services." 11:02 20 Are you the person most knowledgeable at Wells 21 Fargo Bank concerning this Topic No. 22? 22 MR. SOMMER: Same objections again. 23 THE WITNESS: I -- I don't know. I could be. 24 I don't know -- Faegre & Benson is a law firm that we 11:02 25 use quite frequently in -- in default and restructure.

40 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 40 of 160 Page ID #: I don't know what went into engaging them. 2 MS. THIGPEN: Okay. 3 BY MS. THIGPEN: Page 56 4 Q And the final topic, Topic 23: "Wells Fargo's 11:03 5 performance of any services related to any other 6 entities associated with Sidney Field or Joseph 7 Lampariello." 8 Are you the person most knowledgeable at Wells 9 Fargo Bank concerning this Topic No. 23? 11:03 10 MR. SOMMER: Same objections. 11 THE WITNESS: I don't know. I don't know if 12 there is anyone. 13 BY MS. THIGPEN: 14 Q But you are not the person most knowledgeable 11:03 15 regarding that topic; right? 16 MR. SOMMER: Misstates the witness' prior 17 testimony. Same objections. 18 THE WITNESS: I could be the person most 19 knowledgeable. 11:03 20 MS. THIGPEN: Okay. 21 BY MS. THIGPEN: 22 Q Ms. Sohlberg, what did you do to prepare for 23 this deposition? 24 A To prepare for the deposition I reviewed 11:03 25 policies and procedures. I reviewed the NISA. I spoke

41 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 41 of 160 Page ID #:8337 Page 57 1 with a significant number of individuals who in some way 2 has been -- have been involved in Medical Capital. 3 I spoke with Shawna Stevens-Murray in sales. 4 I spoke with Joe Nardi in business development and Mary 11:04 5 Anna Stershic in business development. I spoke with Rob 6 Christopher who manages the securities administration 7 group. I spoke with Carlene Brotlin who is the 8 supervisor in bond administration which is -- falls 9 under securities administration. Carlene Brotlin. I 11:04 10 spoke with two of the bond analysts who have been 11 involved in -- in working on Medical Capital, Lawrence 12 Rossiter and Beatrice Eze. I spoke with Cheryl 13 Zimmerman. I spoke with Patty Adams. I spoke with 14 Susan Danner in our risk management group. 11:05 15 I think that -- I think that's -- I think 16 that's everyone. 17 MS. THIGPEN: Okay. 18 BY MS. THIGPEN: 19 Q And you mentioned that you looked at a NISA? 11:05 20 A Uh-huh. 21 Q And by NISA you're referring to the contract 22 between Wells Fargo Bank, but there's a couple different 23 NISAs at issue in this case as you're aware; right? 24 A Uh-huh. 11:05 25 Q So which NISAs in particular, which contracts

42 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 42 of 160 Page ID #: did you look at? 2 A I reviewed Series 31. I just eyeballed and 3 briefly went through the supplement in 5. 4 Q You -- I'm sorry, just to clarify, you did 11:06 5 review thoroughly MPV's contract? 6 A No. 7 Q Okay. Okay. You -- so you briefly looked 8 through MPV's contract; is that correct? 9 A I -- I -- 11:06 10 MR. SOMMER: It's vague and ambiguous. 11 MS. THIGPEN: I'm just trying to clarify her 12 testimony. 13 THE WITNESS: Yeah. I did not -- I briefly 14 went through -- briefly went through III, II and V. 11:06 15 MS. THIGPEN: Okay. 16 BY MS. THIGPEN: 17 Q And what policies and procedures? You 18 mentioned those. Which ones did you look at? Page A I -- I went through quite a number of them. I 11:06 20 went -- and I'll just kind of go through the policies 21 and procedures as we go through the flow of how business 22 moves through asset backed securities. I may not have 23 the policies names correctly. 24 But from a -- from the sales standpoint and 11:06 25 business development because they -- those lines are a

43 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 43 of 160 Page ID #: the -- through the spread that would be the -- the 2 interest rates being generated by the receivables and 3 then the interest rate that is on the bonds that the 4 investors are getting. 11:44 5 So that if -- and I'm just throwing this out 6 because it makes it easier for me to explain. If the 7 receivables generated the ten percent interest rate and 8 the deal had an obligation to pay the underlying Page 75 9 beneficial holders, eight-and-a-half you would have this 11:44 10 spread of a point-and-a-half, they would earn -- that 11 money would be the money that would be the profit for 12 Medical Capital. It would be the overhead in terms of 13 putting together the deal. So it would be that 14 difference that they -- and again, it could vary from 11:45 15 deal to deal. So I don't know exactly how this was 16 structured in terms of the compensation but it would 17 come from that difference. 18 BY MS. THIGPEN: 19 Q Okay. And why would they need Wells Fargo 11:45 20 services? 21 MR. SOMMER: It calls for speculation. It 22 assumes -- sorry, the -- lacks foundation. If you -- if 23 you know. 24 MS. THIGPEN: Counsel, your objections are 11:45 25 noted. No speaking objections. I've asked you before.

44 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 44 of 160 Page ID #: A But it's in a different business unit. It's 2 in the CMES business unit. So there was a contract 3 between Wells Fargo and -- as I understand it, Wells 4 Fargo and Medical Capital. 11:55 5 Q Okay. And by serving as disbursement agent 6 was there any particular account or relationship 7 associated with that role? 8 MR. SOMMER: It's vague and ambiguous. 9 BY MS. THIGPEN: 11:55 10 Q For example, did Wells Fargo serve as the 11 disbursement agent for MPII, have you ever heard that? 12 A It's my understanding that Wells Fargo was 13 disbursement agent on all of the Medical Capital deals. 14 Q And by all of them, what do you mean by that? Page 85 11:56 15 A I mean not only Wells Fargo's -- not only the 16 deals in which Wells Fargo acted as trustee but also the 17 deals in which Bank of New York acted as trustee. 18 Q Okay. And what is your understanding of what 19 those deals were? 11:56 20 A I don't know the specifics of those deals. 21 Q Do you know if it served in that capacity if Wells Fargo served in the capacity as disbursement 23 agent for MPI? 24 A I don't know the specifics of the deals I know 11:56 25 that Bank of New York has acted as trustee on Medical

45 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 45 of 160 Page ID #: Capital deals. I don't know how many. I don't know 2 what they were called. 3 Q Did -- what is a disbursing agent -- 4 disbursement or disbursing? I just want to be clear on 11:56 5 that. Is it disbursement agent? 6 A I think it's disbursement agent. I'm not 7 sure. 8 Q Okay. Is a paying agent the same as a 9 disbursement agent? 11:57 10 MR. SOMMER: Let me object. The question is 11 outside the scope of the topics that are noticed for 12 this deposition. 13 Ms. Sohlberg, you're here as the corporate Page representative witness. If this is not a topic on which 11:57 15 you're prepared to offer testimony, I instruct you not 16 to answer. 17 THE WITNESS: The question's too general. I 18 mean, I -- a paying agent is going to be defined by what 19 the document says that that paying agent is. Same thing 11:57 20 with the disbursement. I mean, it depends on the 21 contract. 22 MS. THIGPEN: Okay. 23 BY MS. THIGPEN: 24 Q Is it your understanding that Wells Fargo had 11:57 25 one contract with Bank of -- I'm sorry, with Medical

46 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 46 of 160 Page ID #: (Plaintiff's Exhibit No. 5 was marked for 2 identification by the Certified Shorthand Reporter 3 cross-referenced as Exhibit No. 38, attached hereto.) 4 BY MS. THIGPEN: 12:04 5 Q Have you seen this document before, 6 Ms. Sohlberg? 7 A I've seen the PPM. I'm not sure if it was Page 91 8 this one because I'm -- I'm not sure if there was a PPM 9 for all the deals or -- or whether or not the same one 12:04 10 was used but I have seen a PPM associated with Medical 11 Capital. 12 Q And just for the record, by "PPM" what do you 13 mean by that? 14 A Oh, private placement memorandum. 12:04 15 Q Do you have an understanding of what this 16 document does in connection with the Medical Capital 17 deal? 18 MR. SOMMER: The question is -- is vague and 19 ambiguous. It's also asking for testimony that's 12:05 20 outside of the scope of the deposition topics and I 21 instruct the witness not -- she's not to answer on 22 behalf of the bank. 23 If you have a personal understanding you can 24 go ahead. 12:05 25 THE WITNESS: I have a personal understanding

47 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 47 of 160 Page ID #: of what PPMs are. 2 MS. THIGPEN: Okay. 3 BY MS. THIGPEN: 4 Q I'm not interested in your personal 12:05 5 understanding. 6 A Okay. 7 Q You're here today as Wells Fargo's 8 representative. 9 A Then I would say no. 12:05 10 Q Okay. And I will show you a document which 11 I'd like to have marked as Exhibit No (Plaintiff's Exhibit No. 6 was marked for 13 identification by the Certified Shorthand Reporter 14 cross-referenced as Exhibit No. 39, attached hereto.) 12:05 15 BY MS. THIGPEN: 16 Q Have you ever seen this document before? Page A As I -- I mentioned previously, you know, I've 18 seen a PPM associated with Medical Capital. I don't 19 know -- you know, I did not read it so I don't know if I 12:06 20 looked at Series 1, 3, 5, I don't know. 21 Q And just for the record, I will show you one 22 more and I understand if your answer is going to be 23 similar. 24 A Okay. 12:06 25 MS. THIGPEN: But I would like to have it

48 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 48 of 160 Page ID #: marked as Exhibit No. 7 for the record. 2 (Plaintiff's Exhibit No. 7 was marked for 3 identification by the Certified Shorthand Reporter 4 cross-referenced as Exhibit No. 40, attached hereto.) 12:06 5 THE WITNESS: Thanks. 6 BY MS. THIGPEN: 7 Q Have you ever seen this document before, 8 Ms. Sohlberg? 9 A I'll answer similar to what I answered on the Page 93 12:06 10 other two questions is that I have seen a PPM. I'm not 11 sure it was this one. 12 Q And you don't have any understanding of what 13 the purpose of the document is; is that correct? 14 MR. SOMMER: Same -- same objections apply 12:06 15 earlier -- as earlier. 16 THE WITNESS: To fully understand the purpose 17 of the document I would have had to have read it, and I 18 did not in preparation for this deposition read the 19 PPM's. 12:07 20 MS. THIGPEN: Okay. All right. Thank you. 21 BY MS. THIGPEN: 22 Q I'd like to ask you do you know what type of 23 initial diligence was performed as to Medical Capital in 24 connection with the -- in connection with the MPIII.1 12:07 25 deal?

49 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 49 of 160 Page ID #: is "Secondary Review for ABS," as it's entitled at the 2 top. 3 Do you agree? 4 A I agree. Page :42 5 Q Okay. And do you believe that CMES would also 6 conduct a secondary review? 7 MR. SOMMER: Objection; it's vague and 8 ambiguous. 9 BY MS. THIGPEN: 01:42 10 Q Would CMES conduct a secondary review? 11 A I can't answer that. I don't know. This 12 particular secondary review is based on the setup on 13 account control. I don't know if CMES would have a 14 secondary review for their process. Their process is 01:42 15 different. 16 MS. THIGPEN: Okay. 17 BY MS. THIGPEN: 18 Q With this -- in connection with this secondary 19 review were there any documents that -- besides this, 01:42 20 were there any documents associated with this, with the 21 maintenance of this document? In other words, was this 22 printed out and put into a file? Was it maintained in 23 any way? 24 MR. SOMMER: It's vague and ambiguous and, in 01:42 25 addition, it's outside the scope of the deposition

50 Case 8:10-ml DOC -RNB Document Filed 03/28/12 Page 50 of 160 Page ID #: topics of the paucity of documents. 2 MS. THIGPEN: Okay. Counsel, it's a dispute Page that it's outside the scope, and you've been instructed 4 about speaking objections before. Your objection is 01:43 5 noted, vague and ambiguous. The other ones are not 6 valid objections. 7 Please, proceed. 8 MR. SOMMER: I'm sorry. I just need to 9 interpose. Counsel, I'm entitled to make an objection 01:43 10 if I believe that a topic -- that a question is outside 11 the scope of the topics. It's a proper objection and, 12 please refrain from stating, you know, whether -- you 13 could state whether you believe an objection is valid or 14 not but the witness -- you're to follow my instructions, 01:43 15 please. 16 MS. THIGPEN: Please answer the question. 17 THE WITNESS: What is the question? 18 BY MS. THIGPEN: 19 Q Are there any documents associated with 01:43 20 secondary review for ABS? 21 MR. SOMMER: It's vague and ambiguous. 22 THE WITNESS: That was not -- I didn't prepare 23 for this deposition to that level of detail. 24 BY MS. THIGPEN: 01:44 25 Q So you don't know?