Bransten Clerk

FILED: NEW YORK COUNTY CLERK 11/26/2012
NYSCEF DOC. NO. 3346-2
INDEX NO. 602825/2008 RECEIVED NYSCEF: 11/26/2012
Exhibit 13
Page 1
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: TRIAL TERM PART 3 - - - - - - - - - - - - MBIA INSURANCE CORPORATION,
Plaintiff,
- against -
COUNTRYWIDE COUNTRYWIDE COUNTRYWIDE COUNTRYWIDE and BANK OF
HOME LOANS, INC., SECURITIES CORP., FINANCIAL CORP., HOME LOANS SERVICING., L.P., AMERICA CORP.,
Defendants.
- - - - - - - - - - - - - - - - - - - - - - - Index No. 602825/08
November 15, 2012 60 Centre Street New York, New York 10007
B E F 0 R E:
THE HONORABLE EILEEN BRANSTEN, Justice.
APPEARANCES: McCUSKER ANSELMI ROSEN CARVELLI Attorneys at Law 210 Park Avenue, Suite 301 Florham Park, New Jersey 07952 BY: BRUCE S. ROSEN, ESQ. MBIA INSURANCE CORPORATION Plaintiff 113 King Street Armonk, New York 10504 BY: JONATHAN C. HARRIS, ESQ. Deputy General Counsel (Appearances continued on next page.)
')
Terry-Ann Volberg, CSR, CRR, Official Court Reporter
Page 2
2
}
A P P E A RAN C E S:
(Continued)
3 4 5 6 7 8 9 10 11 12
QUINN EMANUEL URQUHART & SULLIVAN, LLP Attorneys at Law 51 Madison Avenue, 22nd Floor New York, New York 10010 BY: MANISHA M. SHETH, ESQ. SARAH E. TROMBLEY, ESQ. GOODWIN PROCTOR LLP Attorneys at Law 620 Eighth Avenue New York, New York 10018-1405 BY: MARK HOLLAND, ESQ. SARAH HEATON CONCANNON, ESQ. DAVID FREEBURG, ESQ. O'MELVENY & MYERS LLP Attorneys at Law 7 Times Square New York, New York 10036 BY: DANIEL L. CANTOR, ESQ.
13 14 15 16 17 18 19 20 21 22 23 24 25
Terry-Ann Volberg, CSR, CRR Official Court Reporter.
26
Page 3
(
'
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings THE COURT: All right. We will begin.
Before we begin I have a statement to make which leads me to read my statement. Recently I hired a new principal court attorney. As you know, Mr. Hardman went on to better I don't know if I'll ever She
things, according to him. agree.
Her name is Kelly Mauceri, M-A-U-C-E-R-I.
comes to my chambers from the law firm of Patterson Belknap Webb & Tyler. I am disclosing Ms. Mauceri's work before me since Patterson Belknap represents monoline insurers Ambac in another case before me. As you all know this
14 15 16 17 18 19 20 21 22 23 24 25 26
Ambac case, Ambac v. Countrywide, involves a suit brought against Countrywide and Bank of America alleging breaches of representations and warranties made in an insurance agreement pertaining to securitizations. As you likely know, the Ambac case is the most recently filed, and, therefore, the youngest case
of the three securitization cases that remain before me, MBIA, FGIC and Ambac. settled. We had Sakura, but that
Ambac is in its very preliminary stages. Comparing the cases, I would say Ambac is
like an eight year old while MBIA is a 21 year old graduating from college, a precocious 21 year old
Page 4
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings graduating from college. The cases are in very
different stages in their development, and Ambac trails far behind them. Since Ms. Mauceri comes from Patterson Belknap, in an exercise of caution I asked the Advisory Committee on Judicial Ethics for an opinion on Ms. Mauceri's ability to work on securitization cases pending before me. Indeed, as I decided even before
Ms. Mauceri began working with me, she will not be working on the Ambac v. Countrywide litigation brought by Patterson Belknap. I think that's very clear.
However, for this litigation and the litigation brought by FGIC against Countrywide I have consulted with the Advisory Committee on Judicial Ethics. I sought advice from the Advisory Committee as to whether Ms. Mauceri may work on MBIA and FGIC cases against Countrywide given that she worked at Patterson Belknap, but, this is very important, never worked on behalf of MBIA or FGIC, and never actually worked on the Ambac case at Patterson Belknap. I mean,
14 15 16 17 18 19 20 21 22 23 24 25 26
she knew people who were working on Ambac cases, but she did not personally work on the Ambac case. And,
also, what I think is very important, is that she didn't attend any of the planning meetings involved in the Ambac case at Patterson Belknap.
' \
Page 5
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings She has never worked on any litigation brought by Patterson Belknap versus Countrywide and Bank of America. However, Ms. Mauceri did work on a
breach of contract suit involving securitization brought by a different monoline insured, Assured Guaranty, against a different bank, the bank, DB Structured Products. This case is pending before a
different judge, and to my knowledge neither the plaintiff in that matter nor the defendant has any MBIA related cases pending before me. I have been told
informally yesterday, I received an informal letter and also I talked to Judge Marlow and other members of the Advisory Committee that were involved in the decision making on my inquiry towards them, I have been told informally by the Advisory Committee that there is no bar to Ms. Mauceri working on the MBIA and FGIC matter. This decision as to whether she works on these cases for me is a matter which is actually conducive with my personal discretion. I await the formal letter from the Committee conveying this opinion. Unfortunately approval of the
13 14 15 16 17 18 19 20 21 22 23 24 25
formal letter has taken some additional time, a great deal of additional time, given the logistic issues due to the hurricane. That is the reason why there is not
\
/
~.
26
a formal letter today.
Page 6
(-
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings However, I wanted to let the parties know as soon as possible that I intend for Ms. Mauceri to work on this case and on the FGIC case. Barring anything unforeseen and hearing any arguments that may change my mind, I believe that I can remain fair and impartial to the parties in this matter. I also believe that Ms. Mauceri, having not
worked on these cases or on behalf of the parties in these litigations, can be my principal court attorney for the MBIA and FGIC matters. When I get a formal letter from the Advisory Committee I will disseminate it to the parties. letter will also be made public. The
13 14 15 16 17 18 19 20 21 22 23 24 25
I will probably get
the letter, I think, before its publication in the Law Journal. I believe you get a formal letter. what number it is. It is Opinion Number I have it I know so you can well, it's
keep it on your radar screen. one of those things. I have it upstairs. with me.
We will have to e-mail it to you. I'm sorry. I meant to have it
The informal letter says -- actually, I know there are a couple of little detail problems. called Ms. Mauceri a junior associate. They
She was not a So, I
26
junior associate, she was a senior associate.
Page 7
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings mean, those kind of little details are of tremendous importance to the parties and probably of no importance to anybody else. So hopefully with these corrections we will go on. That's what I wanted to let you know. Ms. Mauceri is not sitting next to me because the formal letter has not come down, but I think between now and the next time you come back there will be, I think, an opportunity, if you so wish, to make whatever comments. But, as I say, my inclination is, I
can't see any problems with that, but, you know, obviously you will want to discuss it with your clients and give it some thought. With that, on to sealing. I must say, we I know
c~
14 15 16 17 18 19 20 21 22 23 24 25 26
spent a good deal of time on sealing so far.
all of you made your best efforts for me to get all of the documents that I needed, et cetera, et cetera. really did do a good job doing that. I have read your memoranda of law, I have read your motions, I read Bloomberg's response to it, and I have come to certain decisions already which I think will facilitate continuing working on the subject. There is going to be -- there are issues that You
will not be resolved today, but we will go into what we need to do in order to get me to the point where I can
Page 8
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings make decisions on it. So let's start at the beginning. Again, we
have written it out so I am actually going to read somewhat a decision on to the record because I think that's the easiest way instead of me writing a formal decision. We may do a formal decision later on, but I
think that what I need to say now will really obviate a lot of the piles and piles of questions that we have out there. Not that I want to quote from the federal judge, but today there was a headline in the Law Journal that says that -- this is on another case obviously -- it said there was a ''stew of material.'' don't think of it as a stew. goulash. Going on: The parties have philosophical I think of it as a I
14 15 16 17 18 19 20 21 22 23 24 25 26
differences regarding the scope of documents that would be placed under seal in this case. As a framework for
our discussion today the court points out that there is ''a broad constitutional proposition arising from the First and Sixth Amendments as applied to the state by the Fourteenth Amendment that the public as well as the press is generally entitled to have access to court proceedings.'' Quoting from the Danco Labs, Ltd. v.
Chemical Works of Gedeon Richter, Ltd. at 274 A.D.2d 1
Page 9 Proceedings (First Department 2000) . 22 NYCRR 216.1 requires a showing of good cause for the court to seal documents in whole or in part. I think in another case the standard is In the court's point
basically a compelling standard.
of view compelling is basically higher than practically beyond a reasonable doubt. So we are talking about a
very high standard that the court has to find in order to actually seal any document whatsoever in an open proceeding. Here I want to make the differentiation that when we were doing discovery and we work under a confidentiality agreement put forth basically as amended, put forth by the city bar, that particular document has worked very well for all the extensive amount of discovery that has occurred in this case. But now we are at the summary judgment level which is a level that requires the court to consider public documents. today. Nonetheless, the parties and the courts are in agreement that certain information should be redacted from public filings to protect the privacy of borrowers who are not parties to this litigation and they include the borrowers names, the borrowers social Now that's the reason why we are here
Page 10
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings security numbers, and the borrowers addresses. As to the borrowers occupation, the parties dispute whether the borrowers occupation should be made public. Countrywide argues that the borrowers
occupation should be redacted, while MBIA and Bloomberg argue they should be revealed to the public. My decision is as follows: There is a strong
public interest in the borrowers occupations, but such information should not be so specific as to reveal the identity of the individual borrowers. For example, if
a borrower is a sole owner of a business or if the borrower's job is described in great detail, such information should be modified in the following manner: Only a general job title, type of business and reasonably specific geographical information is necessary. All other information may be redacted. Let me give you an example. There were a
14 15 16 17 18 19 20 21 22 23 24 25
couple of examples that I think were in the Countrywide briefs, but let me give you an example. Instead of
saying Borrower A is a receptionist at a clothing manufacturing plant in Boone County, West Virginia. the way, I looked it up, Boone County, et cetera. That's what you would have to do to see if the population of Boone County is such that saying that a person is a receptionist at a clothing manufacturing By
'
26
Page 11
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings plant would be sufficiently unspecific. not work. It just does
There is not going to be an opportunity for You can't there are
anyone of us to go through that exercise. say to me, look, I took the geographic
1,000 clothing manufacturing plants in Boone County. Therefore, saying she is a receptionist at one of them would be sufficient. You wouldn't be able to identify
that particular person. So what I suggest we do is Borrower A is a receptionist at a manufacturing plant in southern West Virginia. That gives, I think, a sufficient amount of
13 14 15 16 17 18 19 20 21 22 23 24 25
information as to that person's occupation that you don't have enough specificity. of others examples. I mean, I have a couple
If you want me to, we can go over,
try to work out a few examples to give us a good framework of what we are talking about in terms of what I want in terms of specificity. But, also, I want to
make sure that you are not going to be able to through that description find out it's Miss So-and-So, age 46, living at such an address. happen. So with that, we will work out that. course, I would say to you that I think you can probably work it out, the two of you, three of you, work it out so that we can have that kind of And, of That I don't want to
26
Page 12
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings occupational description. I mean, for example, if you took in Manhattan, if you said that person was a receptionist at a manufacturing plant in Manhattan, this is no longer the manufacturing capital of the western world. I am not saying there is not a lot of manufacturing going on, but it just isn't. it's in Brooklyn. It's not even as though I
So, again, you have to -- I think,
mean, yes, there are a lot of clothing manufacturing businesses in Manhattan, but I don't think it's sufficient to really -- again, broader. I want it a little
13 14 15 16 17 18 19 20 21 22 23 24 25
But at the same time the idea that that The
person is a receptionist, that's the key issue.
key issue is the nature of that person who got the loan, the nature of the occupation. Now, with that in mind, we get to Countrywide's 150 voluminous spreadsheets which, thank you, you did provide me in the end, and I did take a look at them. I didn't look at many of them, but I did
take a quick look at what you are talking about. Countrywide asserts that 150 voluminous spreadsheets are peppered with personal data that would be difficult to redact; therefore, the spreadsheets should be sealed in their entirety. I didn't -- you
c
r
26
know, I couldn't spend, because it came in very late, I
Page 13 Proceedings couldn't spend too much time on them, but my idea -let me ask a question. Off the record. (Discussion off the record.) THE COURT: It is my understanding of these
spreadsheets that, yes, indeed we have the name of the person, the next column is the address of the person, the next column is the social security number of the person. order. I don't know if I am doing it in the right Maybe the first column is the loan number, then
going forward. It is my view, and now I am not saying it's entirely everything that has to be done, but it is my view that you can, with my decision as to names and addresses and social securities, that you can eradicate those entire columns. I may not be a computer wizard, Maybe that's
but you can eradicate the entire column. a doable event. a doable event.
Whatever happens, it would have to be We will have to be able to, indeed,
clean up these spreadsheets, personal data, and then, again, I have not quite finished with all the decisions I
I made, maybe we can come back to the spreadsheet.
know there is a mechanism by which we can work with it. After that is said and done, and it is cleaned up, if it's personal, with the personal
Page 14 ;
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings information, it's a public document. There is nothing, nothing, despite the hard work it will be, there is nothing that makes it a proprietary interest of Countrywide or Bank of America to not disseminate the information. But, again, we have to clean it up. I don't
know if this is true, I am not a computer maven, but I think you can eradicate the entire columns. Okay. MR. HOLLAND: document. THE COURT: From what we looked at, we The others I am not exactly But, anyway, that's what I I am told it depends on the
14 15 16 17 18 19 20 21 22 23 24 25
looked at some like that. sure how it's organized. want.
Now, we get to the loan numbers. important. entirety.
Very
Loan numbers need not be revealed in their The parties are to identify loan numbers
using the number of the securitization and the last four digits of the loan number. degree of identification. I mean, obviously if we eradicate all the other information you have to have something that makes it unique to securitization one or securitization 15, and also involving that particular loan number. So my That way we have some
26
Page 15
..
1 2 3 4 5 6 7
8
Proceedings thought was this: If you have securitization number
one, loan number 12345678, that will become 1-5678. It's a bit like we do with social security numbers. If
for the same securitization the last four digits of the number are repeated more than once, which it could happen because of the number of loan documents involved, the parties will add an A, dash A, dash B, dash C, to the end of the last four digits of the loan number. I had one case when I was in matrimonials where we went up to 32 As. B, C all the way up to Z. again. In other words, it went A, Then we started all over At one point we
9 10
11
12
13
14 15 16 17 18 19 20 21 22 23 24 25
There was double A, et cetera.
had a couple of numbers, four As or eight As or whatever. Finally we decided, I came up one day and That was the
said this is ridiculous, we will do 10-A. tenth series of A, B, C.
It's doable even with the
numbers repeating each other. Now we get to the issue of witnesses names, names and job titles of witnesses that are being used in the summary judgment motions. Now, again, remember, It's
this has to do with the summary judgment motions.
the same thing, if you are in the medical malpractice environment, if you are using a doctor's -- I will get the experts in a second-- if you are using a doctor's
26
Page 16
(-
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings name to tell me that there was a deviation from the medical standards in the community, that doctor has to be identified. If you are using a witness, a witness
that you are saying, since there is nothing off the record or anything like that, that witness in the summary judgment motion has to be identified the same as if you called that witness to the witness stand, because, after all, summary judgment is in lieu of trial. That's the idea of it, right? It's defined
that there are no facts to be tried by a jury in this case. Likelihood of success, that's a different issue
because there are lot of issues, but, anyway, that's what it is. And if a witness comes to court and raises his or her left hand -- right hand, and says they are going to tell the truth, that person then identifies themself on the record with their name and address. At
14 15 16 17 18 19 20 21 22 23 24 25
that point, you know, the address and name, that person is a public person, in that sense. In the same way we will do that for, for
witnesses or materials that you will be using in your summary judgment motions. So if you use a witness
that -- if you are quoting from an affidavit or deposition of those witnesses in conjunction with the summary judgment motions, that name and job title of
26
''
~ ..
Page 17 Proceedings the witness must be revealed. An affidavit or
deposition submitted in support of a motion for summary judgment is akin to the trial, just as I stated.
No other personal information of that witness need be disclosed. Names and job titles of witnesses
who have not submitted affidavits need not be disclosed at this time because they are not part of the summary judgment motion. When we get to trial preparation, that's a different issue. If and when we do get to trial
preparation, we are now ready, and I do a disclosure, and I say you have to disclose the names of witnesses you will be calling, then you have to give me names, addresses -- not addresses names, job titles and
basically what that person will be saying. One thing: I want to make sure -- I don't
want ten persons saying the same thing just because we want cumulative type of information. That's why a
brief description of what that person will be saying is important at the trial stage. witnesses. Experts: motion, names, Experts even in a summary judgment But, again, this is
job titles and business experts,
addresses of expert witnesses, will also be made public because experts are different from ordinary witnesses.
Page 18
1 2 3 4 5 6 7 8
9
Proceedings Then came an issue of documents protected by confidentiality orders issued by other courts. And
that came out really basically -- what happened is that you had another case, and a deposition was taken in the other case, and now you subpoenaed, whoever did, each side subpoenaed the deposition testimony, and brought it into this case so that you didn't have to go, re-depose the person. So when it was brought in it
10 11 12
was, that deposition was covered by a confidentiality order by another court. However, when it was
transformed into one of my documents, because now it became part of this case, it is my confidentiality order that protected that document, not the other judge's, because while I have great respect for any judge in the whole world, especially any other fellow state judge or federal judge, whoever they are, nevertheless, it is the confidentiality order that I have in this case that protects whatever documents. So, therefore, the idea that you say to me, oh, you can't see this, this document should remain sealed because there is a confidentiality order in place through another judge, does not hold water with this court. The confidentiality agreement is my
13 14 15 16 17 18 19 20 21 22 23 24 25
confidentiality agreement, and, so, therefore, we have to go through the same exercise as we would had it been
26
Page 19
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings produced pursuant to this particular case in full. Just to give it another explanation: Once
documents were subpoenaed and deemed produced they fell under the confidentiality order I issued in this case. The parties must then provide a compelling reason to seal each document that they believe should remain confidential. So that's the rubric there.
Now we get into more complex areas, and there really are three of them, three different categories. By the way, before I get into the next portion of it, I think that those guidelines will reduce the number of documents that eventually the court will have to review in order to make a decision on whether or not something should be sealed or not sealed. So I think that if you go through those
13 14 15 16 17 18 19 20 21 22 23 24 25
parameters, you have reduced the pile substantially, substantially, because even glancing at any one of your documents, as, an example, taking the Countrywide one -- no, this is not Countrywide, this is -- I am talking randomly -- I want to take not an agreement I see a lot of them are already agreed to which is great, I am happy when they are agreed. All right. This is in the Countrywide spreadsheet that was on a disk that finally carne out. Written up it's Here's one.
( '
26
Page 20
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings better. Document number, roll number 712 comes from It's an e-mail from I will
Sheth affidavit, Exhibit 200.
Sharif Abdul (ph.) to, etcetera, etcetera. not get into too much. number. It's an e-mail.
It has a Bates
The party proposing the initial designation is
Countrywide, and what Countrywide wants is to redact the whole paragraph beginning with ''Cindy'' on page one. The reason why, proprietary. MBIA disagrees. They
want, MBIA wants it to be public.
And the status of
that particular one is no agreement. Now I have not gone through and found that first paragraph. I don't know why, just reading this,
14 15 16 17 18 19 20 21 22 23 24 25
apart from a general statement, I don't know why that first paragraph should be redacted. sufficient for me to make a decision. To say to me proprietary information in the nature of current and future business strategy in disclosure which will give competitors an unearned advantage does not do it. It needs to be much more This is just not
detailed for me to actually come to a reasonable conclusion, for me to come to a conclusion. Never mind
that I could come up with a conclusion, that's not the issue. The issue is not that I could figure out a
mechanism to say, yes, that is proprietary and accepted. It does not provide me with a compelling
!'
26
Page 21
1 2
3
Proceedings reason to do it. It's too broad; it's not sufficiently
detailed for me to come to a decision that this is a compelling reason for me to do it. I can think of a dozen reasons. I will not
4 5 6 7 8 9 10
11
get into that document and read it out loud and make the analysis, but I can think of why it might be, but, then again, the first paragraph of an e-mail, I don't know, I really don't know. do. And, as I say, that won't
That will not be a reason for me to give you a
sealing order. Now getting into the testimony related to Countrywide's and Bank of America's current nonpublic financial information: Countrywide seeks to seal
12
13
14 15 16 17 18 19 20 21 22 23 24 25
testimony related to Countrywide's current profitability, shareholder equity, and legal fees and Bank of America's internal capital management strategies. Countrywide asserts this information is
proprietary and could potentially ''cause Countrywide competitive harm." Countrywide claims that the revelation of these transcripts would harm Countrywide and Bank of America, but Countrywide does not sufficiently explain how and why such harm would incur. Countrywide must
flesh out these arguments in greater detail to show good cause for sealing documents pursuant to 22 NYCRR
.. --
26
Page 22
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings 216.1. So that's problem number one. Problem number two: Documents pertaining to In this motion
Countrywide's repurchase process.
Countrywide also represents that documents and portions of documents and transcripts related to Countrywide's proprietary repurchase process should be sealed. Countrywide does not provide much explanation as to the types of documents and transcripts it seeks to seal. However, in considering this request it strikes me that Countrywide is discussing three distinct categories of repurchase related documents each of which presents a different analysis: One, documents related to MBIA's
14 15 16 17 18 19 20 21 22 23 24 25
repurchase requests to Countrywide for the securitizations at issue in this case. Two, documents
related to repurchase requests from other entities to Countrywide for other securitizations. And, three,
documents discussing general procedures, processes and principles related to repurchase requests sent to Countrywide. As to the first category, which is documents related to MBIA's repurchase requests, these documents involved disputes central to this case including whether Countrywide complied with contractual repurchase remedies in the operative documents. Countrywide claims that disclosure of these documents
(-
26
Page 23
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings will cause Countrywide competitive harm. However,
Countrywide has not provided a sufficiently detailed analysis of these documents, of how these documents might harm it, nor has Countrywide weighed any potential harm against the public interest. Again, remember that it's always a balancing thing, it is public interest versus compelling need, compelling need for Countrywide to have it sealed. Very, very important, both very important. compelling. But it's
That's what is missing in everything that
we have seen so far. As to the second category which is documents related to repurchase requests from other entities, these documents will be sealed for the purpose of this motion for summary judgment. While there may be a
14 15 16 17 18 19 20 21 22 23 24 25 26
public interest in the disclosure of these documents, they concern securitizations that are not directly at issue in this case. I, therefore, do not feel that I
should order those documents to be made public at this time. I will be open to revisiting this issue on a document-by-document basis if necessary before trial. I don't know who sealed them or who has not sealed them, and what status they are in before other judges, whether arguments have been made before the other
Page 24
1 2 3 4 5 6 7 8 9 10
11
Proceedings judges, what the decisions of the other judges were. It's just a whole -- it is just, I think, asking this court to indeed undertake an exercise that's not appropriate for this court to do at this time. sealed on that. I'm not
I am not saying that I will never
consider it, but I just think I need a lot more information to be able to balance my stepping in on somebody else's purview before, and making a decision that affects them or her and not having a good basis for it. So at this point I am sealing it. It remains
12
13
sealed until we certainly discuss it a good deal further. The third category of documents discussing general procedures, processes and principles related to the repurchase requests sent to Countrywide will not be sealed if those documents do not reveal trade secrets or other proprietary business information belonging to Countrywide. And in this series of categories
14 15 16 17 18 19 20 21 22 23 24 25
Countrywide has not sufficiently shown how these documents will reveal trade secrets or cause competitive harm to Countrywide. Once again,
Countrywide must balance the publics interest in assessing those documents against any harm to Countrywide. So in a sense it falls a little bit --
26
. -.- --
it's a different category, but it falls in the same
Page 25
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings analysis as the first category. That in a sense ends -- I have other things to talk about, about resubmitting the motions, Bank of America's sealing motions and summary judgment motions, but they are more timely. Hold on a second. (Discussion off the record.) THE COURT: Yes.
I
I have talked quite a long time.
am
interested if you have any comments, any discussion. I have to say that we started with 63, motion sequence 63, that was Countrywide's, followed by 64, which was MBIA's. So by order of sequence, we will go
13 14 15 16 17 18 19 20 21 22 23 24 25
with Countrywide first. MS. CONCANNON: Thank you.
The court obviously spent an enormous amount of time working through these issues. We really do
feel with the guidance you provided that MBIA and Countrywide should be able to work out agreements with regard to the remaining documents. Just to put this in context, there are 1,118 documents and exhibits that have been relied upon by one or the other party in connection with summary judgment. The other 640 of those are already public,
26
they have been docketed through the court system.
Page 26 Proceedings Another 45 have been made public with very minor redactions. It's that remaining 400 universe, the
majority of which are those borrower-type documents, that with the instructions the court has provided we should be able to reach relatively quick agreements with regard to. The really only thing I wanted to speak to was with regard to the logistics of the loan number modifications that the court has proposed. I think for
trial what the court has described is absolutely correct, and, in fact, is what Judge Rakoff recently
did with the Flagstar trial which just completed a few days ago. For summary judgment purposes, to put this in context, those voluminous spreadsheets often have a borrower loan number in every single line. Mr. Freeburg informs me that there could be hundreds of thousands of loan numbers that would need to be modified across the documents. We do believe that under New York law a loan number is a bank account number. There is a risk that
a borrower could be identified through this number. There is an obligation to keep it confidential both under New York law and federal and state Privacy Acts. But for these purposes, concentrating on the
Page 27
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings 1,100 plus documents that are currently in front of the court, it seems that without undue prejudice to the public's right of access to this information we can simply redact off the loan numbers as we have in the briefs that have been submitted to the court without them. THE COURT: How do you identify -- the
reason why I came up with this one, with the last four numbers is, how do you identify that loan versus another loan? MS. CONCANNON: Well, we could, your Honor,
13 14 15 16 17 18 19 20 21 22 23 24 25 26
for the briefs and also the 19-a statements submitted to the court use the methodology that you proposed with regard to those documents, and those are the loans that are really being discussed and relied upon in connection with summary judgment. My concern is with regard to these voluminous exhibits where no party has referenced lines 1 through 1,000, but that's what is in the exhibit. If that
particular loan is not being discussed it would be far more administratively possible to expedite the publication of these documents to the public if we can simply redact out that information. THE COURT: All right.
Is there any problem with that?
.. -
'
Page 28
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings MS. SHETH: Yes, your Honor. We have a
strong objection to the redaction of the loan ID numbers. I don't believe that Countrywide has made any
showing that you can use a loan identification number to identify a specific borrower. THE COURT: I can't take that chance. As
the court I have to be the protector, the third-party borrower. I mean, that's my job. I don't know. I don't know. It's
as simple as that.
When I thought about
it when we were discussing it yesterday in chambers I said to myself, yeah, I don't know. is. But what about trying to do, the number of the securitization and the last four digits seemed to me to identify the loan in terms of talking about -- we are not going get in securitization number 2-654. In That's where it
14 15 16 17 18 19 20 21 22 23 24 25
other words, we are going to be able to identify what we are talking about, and yet at the same time secure the privacy of the borrower. So the idea that we are
going to have it out there, I don't know. With my little bit of knowledge of what computer mavens can do, which is one person I am not, it's not a question of what I can do, but there are people out there who can transform that information and maybe get the name. I am not saying that anybody
26
Page 29
1 2 3 4 5 6 7 8 9 10
11
Proceedings sitting at this table could do it, but somebody in their organization might be able to do it. point. That's the
The point is, I can't allow that to happen. MS. SHETH: Our concern, your Honor, is that
there are so many loan identification numbers, these are long numbers, and there could be a chance of miscommunication about which specific loan we are talking about. THE COURT: MS. SHETH: THE COURT: I don't think so. We have I don't think so because I
12 13
think, yes, there is going to have to be a private document with the original loan number and now the transformed loan document. That will have to be one
14 15 16 17 18 19 20 21 22 23 24 25
document that, frankly, will not be revealed to the public at any time ever because it really is of no consequence to public knowledge, but which will allow all of us to be sure that there is not a duplication. That's the reason why I came up with the idea. Yes, you may have numbers that do duplicate because there are so many of them and there are so many loans we are talking about. So if you have the same
numbers with an A, with a B, with a C, and if there is two of the same, then AA, AAA, AAAA, you know, et cetera. I mean, it can be done.
26
Page 30
1 2 3 4 5
6
Proceedings MS. SHETH: Two things: We will endeavor to do that. We did some additional
investigation based on Countrywide's assertions in their papers, and we actually found a free writing prospectus for one of the deals which is available on the SEC website on the EDGAR database. That free
7 8 9 10 11 12
writing prospectus for the deal actually lists the loan numbers. We have serious concerns about the argument
that one can use loan numbers which are publicly available, are on the mortgage loan schedules, to identify borrowers. THE COURT: Ms. Sheth, I don't care, I don't
13 14 15 16 17 18 19 20 21 22 23 24 25
care if they put the loan number with the name next to it. Now it's my job. It's a whole different
perspective. My job is to ensure that the public has a right to know what's going on, and, therefore, has a right to have access to the documents. On the other
hand, it is my job to ensure that the name of that person that took out that particular loan is private, and that at no time in the future there is a knock on somebody's door saying, I understand you took out a loan, and what did you think about it? not happen on my watch. MS. SHETH: That's my job. Understood, your Honor. No, that will
(-
26
Page 31
(,'
~
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings THE COURT: can't help that. The fact that it's out there, I What I
That's not under my control.
can do is make sure it does not happen when I am doing it. That's the key. MS. SHETH: THE COURT: MR. ROSEN: Thank you, your Honor. So, I think -- yes. Sorry.
I appreciate your Honor's hard work. Bloomberg appreciates your Honor's hard work in going through this. Just a couple of very brief comments. One thing, we certainly agree with the court's position that not enough information has been given to show compelling need to keep a lot of this information out of the public access, but I came away from the last hearing thinking that there would be some version of Exhibit A that Bloomberg would be able to look at. It's impossible for Bloomberg to go to these documents and look at these various reasons. What we
13 14 15 16 17 18 19 20 21 22 23 24 25 26
were basically given was generalized reasons for three categories. Now your Honor has said give us more We would
specific reasons for individual documents. like to see those individual reasons.
We would like to
see what document it is they are talking about so that
Page 32
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings we can make an argument on a particular document the that we may be interested in. That's the first -- I don't know if you want me to stop there. THE COURT: being. We will stop there for the time
Ms. Concannon wants to say something on that. MS. CONCANNON: Thank you, your Honor. Because of
We did reach out to Mr. Rosen.
the nature of the documents which are described in Exhibit A, Exhibit A itself becomes a document that contains the substance of the very communications that we are trying to keep sealed. We reached out to Mr. Rosen and offered to provide him unredacted versions of all the parties submissions in connection with the sealing motions provided he would represent to us in writing that he would not provide that information to his client or use it for any other purpose other than opposing the sealing motion. Mr. Rosen declined that offer. All right. That's important to
13 14 15 16 17 18 19 20 21 22 23 24 25
THE COURT: know.
I didn't get to the last few points that I will make today. Maybe I should. Then we should
discuss it because now I am faced with a dilemma, as I have explained already.
26
Page 33
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings The parties -- in order for me to make a decision, and I have not made a decision on any one of the disputed documents because I find that what has been submitted is just not sufficient. So, of course,
I mean, one way of handling it would be, well, not sufficient, therefore, I unseal it. But, no, I cannot
do that because there are some really important things that I think are private to Countrywide, and I can see that it would do Countrywide and then later on Bank of America tremendous harm to have that information out in the public realm. I think there is a balance there. is There
c
.
13 14 15 16 17 18 19 20 21 22 23 24 25
it's basically, you might say, in the realm of a So I am very -- I have to question that. The parties are
trade secret.
So this is what I'm doing.
going to be allowed to resubmit their sealing motions with the following point of view: One, the testimony
related to Countrywide's and Bank of America's current nonpublic financial information, and, two, documents pertaining to Countrywide's repurchase process. Countrywide needs to provide good cause, compelling cause to seal such documents or portions thereof. Countrywide must also carry out a balancing test for the reasons of sealing documents against public interest.
26
Page 34
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings Now we get into the real issue as to what Mr. Rosen just brought up which is a very important issue: How can Mr. Rosen argue against Countrywide's
request that a document be sealed because it is in the nature of a trade secret if he can't look at it? is a real issue. At the same time, if that document in the end is sealed, and I give reasons why I believe that document should be sealed, then that's a decision of the court which is, by the way, appealable. That's why That
we have case law at all because other judges have done it and it immediately has gone to the Appellate Division. I don't think anything has ever gone to the That process then happens.
14 15 16 17 18 19 20 21 22 23 24 25
Court of Appeals.
Of course, in order for the Appellate Division to make a decision on that the original document has to be produced and what portion of it then gets sealed? That's what happens when it goes up. May I?
MR. ROSEN:
I really appreciate Countrywide's offer, but what it does, it puts me in a very precarious position with my client. I discussed it with my client. I have had
this situation occur many times in the past, and basically it gives the attorney much more knowledge
26
Page 35 Proceedings than the client. The client's a news organization. Basically
It's a very uncomfortable position to be in.
you can't get access to this, I know why, and I can't tell you. So there is a better way. The way is to
provide us with Exhibit A with a description of what it is, but not exactly what it is. The reason why we want
to -- this provides an explanation and some detail of what kind of explanation it is. It does not have to be
the actual explanation itself, but there are other ways to describe it just as you would describe a redaction in a privilege log. There are ways to describe it that There are ways to
do not break the privilege.
describe, especially when it comes to these transcripts, there are ways to describe what is being discussed that would give us enough information that we can say that's not enough, their reasons aren't enough. It may be that they convince us that we just sort of waive that and move on from there. MS. CONCANNON: My concern, your Honor, is
that the court obviously wants a great deal more specificity in Exhibit A than currently exists in that document. I believe that it would be walking a very
fine line to provide the court with the detailed grounds, showing of good cause, showing of compelling
Page 36
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings interest to seal without really describing the contents of the documents with some degree of detail which we are more than happy to do to satisfy the request of the court. However, that then is effectively handing over
the documents that we are asking to seal to Mr. Rosen. We do believe the appropriate course is essentially an attorney's eyes only approach which is something frequently done routinely with protective orders. We have no concern with regard to Mr. Rosen's We want to make sure the documents don't
discretion.
inadvertently become disclosed. THE COURT: End up in the press. I mean,
13 14 15 16 17 18 19 20 21 22 23 24 25
there comes a time, if you describe it enough, that you don't have to get the document, you know, because it's all out there. That is exactly what Countrywide wants
to stop the press from having because they say it's akin to a trade secret, the information. I mean, some of the information, for example, how much is the worth of the shares of stock, et cetera, et cetera, that is secret to a time that there is a shareholder, that there is a disclosure that has to be made to the SEC, and then it becomes a public document. So, I mean, yes, it's secret as of
November 15th, 2012, but when it has to be revealed to the SEC or when you have a shareholders meeting and a
26
Page 37
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings vote of the amount of distributions will have to be made, when something happens it changes and morphs into something public. public document. There is that consideration. It seems to me, this is something that I don't know, but it seems to me that the documents for 2006 and 2007 may be something that is not something at this moment that is sealable because of the date involved. And if you request that it remain sealed, there will have to So then as to that year it becomes a
then there will be an additional
13 14 15 16 17 18 19 20 21 22 23 24 25
be an additional explanation why in 2012 that document pertaining to 2007 has any impact on 2012. I mean,
those are the things that you will have to provide writings on. I know that you're trying to seal current financial information, but, nevertheless, again, it has that kind of like a morphing outwards, and I don't know when the morph comes. For example, if you tell me that Or
morph has to come on April 15, that's one date. does the morph happen on January 15?
There are a lot I don't
of corporate disclosures that have to be made. know.
That's something that I would want to know
because I think that makes a very distinct difference. If it will happen on December 15, you know, that
26
Page 38
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings changes that entire quality and character of that request. Since I have not the vaguest idea of what I am talking about you will have to let me know on that. That's one of the things I will be very interested in. It will be part of my decision-making process. The only other thing I can say, Mr. Rosen, is that they made a very good offer to you. If you feel
uncomfortable with that, you will have to rely on the court. Then if you say later on -- I will put in my
decision that this offer has been made -- it's on the record, also -- an offer was made, it was declined. So, therefore, the fact that you can't comment, you can't give me your views on the documents that I will have to make decisions on, that's up to you to make that decision. MR. ROSEN: court's position. Your Honor, I appreciate the
(_
14 15 16 17 18 19 20 21 22 23 24 25
I feel that based on the case law
and the burden that it's their burden to provide a public presentation of what it is that they are trying to seal, and the compelling reasons that they need to seal it is their burden to do so, not my burden to know something that my client doesn't know and for me to essentially say I can't tell you why, but we are going to lose this or I can't tell you why we shouldn't
26
Page 39
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings approach this aggressively. mechanism. THE COURT: I understand. So, therefore, It's really an intrusive
you have to rely on the court just as everybody out there in the public in a privilege log has to depend on the court. That's what the court -- that's what you do
in a privilege log, you have to put in certain information, and the court has to then -- I usually send it to a referee. A referee usually says
privileged, not privileged, the first three words are privileged -MR. ROSEN: THE COURT: I understand. -- the next six words are not.
14 15 16 17 18 19 20 21 22 23 24 25 26
The person I send it to, Justice Bradley, that's how he comes up with it. Amazing. That's his decision.
MR. ROSEN:
I understand that.
Even with a privilege log there is enough information where you can tell who sent it and what the general topic is and I don't have that now. What I
have are three basic categories of information and a general reason that your Honor has dismissed. already dismissed. I think there is a burden on the movant to provide more information to the public so that we can make the argument. I understand they can't tell me
Page 40
1 2 3
Proceedings what the actual document is. And if my client declines
to allow me to see attorney's eyes only, so be it, however, I believe there is another step that can be taken, a more detailed step that can be taken. THE COURT: I think I already ordered that.
4
5 6 7 8 9 10 11 12
At this stage we are premature in worrying about it. We don't know what they will come up with.
We do know they will have to come up with much more detailed information to have me find a compelling reason. You may take Mr. Rosen's idea that maybe you do want to say it's this topic, it's that topic, what kind of et cetera. You will have to develop that.
13 14 15 16 17 18 19 20 21 22 23 24 25
That's something that's not been done so far. So at the stage we are, at this moment, I would say everything could be unsealed. However, I am
giving another opportunity for you to work on it to give me good reasons why X should be sealed. And I
think when you go through the exercise a good deal of it will fall into the unsealing portion of it because I think now that we looked over a lot of things, I think that that high degree that has to be met, I am not saying it does not get met, but I am saying it's a very high level, and, you know, you will have to weigh it whether you will even get there.
26
Page 41
1 2 3 4 5 6 7 8 9 10
11
Proceedings That's something you have to -- I can't tell you how to do it, but I do think it will have to be a lot more detail. And you may think about that I mean,
privilege log and how we get around doing it.
usually what happens in a privilege log is that, of course, it's always in a string, you know, 35 e-mails of which e-mail number 15 involved the lawyer or conveniently involved the lawyer. And the rest of it,
naturally the whole string should be -- that does not happen. So we get down to 15, the 15th e-mail out of
12 13
the string of 35, and then that is looked over, which I will have to do to make a decision on the sealing issue. referee. It's looked over by usually I send it to the
14 15 16 17 18 19 20 21 22 23 24 25 26
The referee looks at it, a special master,
and says that out of this e-mail, all right, line six is privileged, that one line is privileged, and the rest is unprivileged. amazes me. That's more often than not. It
Talk about detail work. Anyway, to go into how to do this: The
parties are going to provide the court with one hard copy so I don't spend the whole afternoon trying to decipher something, a complete set of motion papers including copies of all exhibits that the parties seek to seal. Don't give me document number. I am We spent a
interested in actually seeing the document.
Page 42
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings good deal of time going through trying to find documents so I could get a sampling of it. Give me the
document you want me to consider in the unsealed version. Then you will have to give me the document, You will have to do two
how you want it sealed.
versions of the same document. No placeholders, no references to affidavits submitted on other motions. Again, I want it clear. I want me to have in
front of me what I am considering in the sealing, whether it will be sealed or not. Of course, I want
your argument, I want your argument why it should be sealed, and good reasons, and then I want the documents, proposed sealing, or proposed sealing and original document. Now also do that in two other copies, but they can be on disk. That's for my younger crew. That's what They
14 15 16 17 18 19 20 21 22 23 24 25
love disks and I like to see things. happens when you grow old.
I used to be the only
person using a computer in the entire City of New York. I had my own computer, and I used it. nothing, it's true, about computers. Back to Bank of America's sealing motion: know Bank of America is here. Given the guidelines I Now I know
26
provided by the court today, and the detailed analysis
Page 43 Proceedings the court expects to see on the sealing motions, the party should consider whether they need additional time to complete the briefing on Bank of America's sealing motion. MR. CANTOR: right now. THE COURT: to discuss it. I know you can, but we will have Then the same issue I think we can answer on that
We will get to it.
on the summary judgment motion. Let's understand each other: You can't get
to the summary judgment motion unless the summary judgment motion is submitted in full. It can't be
considered by the court if it's not a full document. So that, for example, you're relying on the testimony of a witness, and that testimony of a witness is going to be sealed as to three pages, and the rest of it will be used, but of course, these three pages are the key three pages that you want to quote. That's the purpose of this entire testimony and the deposition that lasted 160 pages. The three
pages that you really want to rely on, agreed, all sides, all three people agree those are the three pages you want to rely on, those are the ones you want sealed. I have to -- I have to decide the sealing
Page 44
Proceedings issue before I can consider it in my summary judgment motion. That has to be done. That's a preliminary
2 3
4 5
step because I frankly do not want placeholders in my summary judgment motion. I want it to be either
6
7
redacted copies as we talked about redacting the copies, or I want something that I decided should be sealed. I want a summary judgment motion that in a
8
9
sense is a public document to the extent that we can make it public. thing. Otherwise, we are doing a half-baked
10 11 12
Oh, yeah, you have very good arguments, but we We can't do that.
can't talk about those.
13
14
The summary judgment motions that I have before me now, and I have also I rely on documents
I
15 16 17 18 19
that really, that can't be public at this moment.
think that after what we discussed today, in the end there's going to be, I think, a relatively few number of documents that I will have to consider. has been resolved. Most of it
I mean, most of it, I think at the
20
21 22 23
24
end of the period of time necessary to clean up the documents, can be released to the general public, and if they are interested they can read them. That's a
different issue, but they will be, they will be available. Then they can be referred to in the summary
25
judgment motion because they will be available as redacted.
26
Page 45 ' Proceedings As I redacted them, I had no problem. ask you, Mr. Rosen, would you have a problem as I redacted them? MR. ROSEN: THE COURT: statements today. MR. ROSEN: Generally I believe Bloomberg If your Honor redacted them? As I redacted them in my I will
agrees with just about everything your Honor said. THE COURT: Okay. So we can use them. Then we get into the
That's the important thing. thorny issues. deal with.
Those are the ones that we will have to
I don't think we can do the summary judgment motions until we have decided. time to do the work. And I have to give you
Now, the bottom line is, I can't
see how we are doing our summary judgment motions in the month of December. I just don't see it. I mean,
look, I'm not working Thanksgiving. that right now.
I am telling you
So, I mean, you may want me to -No, we don't, your Honor. I think your
MS. SHETH:
We think we can accomplish
Honor has given us very specific advice as to what types of information should be sealed and what types of information should be redacted. And for the most part
the vast majority of the papers the pleadings, as well
Page 46
1 2 3 4 5 6 7
8
Proceedings as the exhibits, can now be filed with the court system open without placeholders, with very few redactions. So I think the parties can endeavor to get all of this done before the next hearing date on the Bank of America's sealing motion which is on November 29th. That gives the parties a week and a half, almost two weeks to get all of this done for your Honor so we can still have the hearing for the summary judgment motions on December 5th and 6th. that time for a long time. I know the court set aside This hearing keeps getting
9 10 11 12
pushed back for a variety of reasons, but the parties are ready. The court has set aside that time for the
13 14 15 16 17 18 19 20 21 22 23 24 25
parties and we are ready to proceed. To the extent there are any remaining issues and disputes pertaining to the complex categories relating to repurchase documents or Countrywide's nonpublic financial documents, we obviously will try to present them to your Honor well in advance of the summary judgment hearing, but certainly in advance of November 29, the next hearing date on the Bank of America sealing motions. And we would submit that in order to decide the summary judgment motions the court can decide them on the basis of sealed information to the extent where we don't reach a resolution or the court is unable to
'
26
Page 47
1 2 3 4 5 6 7 8 9 10
11
Proceedings decide this issue, but we can limit the presentation of the public evidence at that time in the hearing and deal with the more thornier issues after the hearing. That's always an option, as well, for those limited subset of documents. THE COURT: One second, please.
(Discussion off the record.) MR. ROSEN: I appreciate MBIA's need to have
expediency here, but I believe your Honor set out the law correctly, set out a procedure correctly, and that these decisions -- the public should have the ability to look at everything that is going to be public before there is an argument. If the parties would like to do
12 13
C.
14 15 16 17 18 19 20 21 22 23 24 25
this on an expeditious basis, Bloomberg is willing to do whatever it needs to do within that so that these arguments can be held the first week of December. I believe your Honor was absolutely correct that we don't just put this off and that the public needs to have access before a hearing is held. THE COURT: Like everything else, we are I don't know how But
dealing with something we don't know.
many documents are going to in the end boil down to the, boil down to the documents I will have to make a decision on. Frankly, if I have to make decisions on,
26
..
-
and I have 300 documents, that's one kind of work that

-
-----
..
Page 48
'
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings needs to be finished. If, on the other hand, I am down
to 20 documents, that's another portion of work. That's something that might -- then there are other issues. I mean, that is something else. So if I have
20 documents,
I have to deal with, yes, maybe I can Three
handle that within a very short period of time.
hundred is a different story because each one of them, in my book, requires my analysis as to why I'm going to agree with you or not agree with you. MR. HOLLAND: So that depends.
Your Honor, to echo what you I
said, we appreciate all the work you put into this.
think it shows how much time it consumes for the court. I don't know if we can meet very expedited deadlines. I think trying to get this done, and also
14 15 16 17 18 19 20 21 22 23 24 25
have you be ready for the summary judgment motion by December 5th and 6th is imposing a tremendous burden on the court because you will be spending all your time sorting out sealing issues instead of focusing on what's in the motion. I know the court had its schedule disrupted because of the hurricane. Of course, we will do
whatever the court wants, but I think it might be too ambitious to keep the current dates for arguing the summary judgment motion. Maybe we can keep those dates If the
26
for finally sorting out the sealing issues.
Page 49
Proceedings court wants to hear us in December, that's fine, or January, that's fine. THE COURT: Like everything else, the court
2
3 4 5 6 7 8 9 10 11 12 13
is a big believer of if you don't have to make a decision sooner, don't do it. effort.
I
Let's try to make a huge
don't know, with all the other things I have
said, there is a lot of work that needs to be done, but

I
think it's a lot of mechanical work.
don't see
that it requires -- I
see somebody having to do a lot
of work, I am not saying all of you have to do the work. Maybe you do. MR. HOLLAND: THE COURT: Mr. Freeburg. That's what I mean.
I
14 15 16 17 18 19 20 21 22 23 24 25
just
don't know what the parameters of the problem will be. Until I know that I can't make a decision, and I can't really, I really don't know. Therefore, let's keep our dates where we are now. Let's keep our dates where we are now. Let's see
how it goes.
Try to tell me how it's going on an Let me know. Let
updated basis through communication.
me know how it's going because in addition to everything else we have Thanksgiving, and then we are basically getting closer to that Christmas event. So, I mean, there is a lot of work that needs to be done. Let's get going on it. I won't take you
26
Page 50
"
...
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings up this afternoon. You have plenty of time this Let's see where we go.
afternoon to go back to work.
I am not a computer expert so I don't know whether if I say this it's a question of putting a code in and all of Column A disappears, that's all the names, or all of Column B disappears. If you say to me, Miss Concannon says to me we can't transform the loan documents to one at this time, however we will do this for the loan documents that we will use in the summary judgment motions, I am willing to buy that, that's fine. into the more technical. Later on we will get
The one thing I am worried
14 15 16 17 18 19 20 21 22 23 24 25
about if you do that is if you do, if it is loan sequence number 422 of securitization three that you want to transform, then when you get to loan 3-422, that loan number, you have to make sure it corresponds to what it has been changed into. headache, it's yours. to be conscious about. MR. HOLLAND: We just don't know. While I But that's not my
It's the kind of thing you have
too once was considered avant-garde with computers, I too am no longer conversant in the subject. Until we
go back to our computer people, we don't know what we are doing. THE COURT: Keep in communication with each
'
26
Page 51
1 2 3 4
5
Proceedings other. Try to work it out. Yes. MR. CANTOR: There is one important
difference between the Bank of America aspect of this and the Countrywide aspect of this. For all the folks
6 7 8 9 10 11 12 13
at the table both their summary judgment motions and their sealing motions are fully submitted. the case for us. Neither is
So we have an existing schedule that
was, frankly, based on a different view of the world in terms of sealing, and that sealing happened simultaneously with the preparation of our summary judgment reply brief which got pushed back because of the storm. We are in a situation right now where the hearing on the sealing motion was supposed to be November 29. on the 27th. The summary judgment reply briefs are due Despite everyone's best intentions I have
14 15 16 17 18 19 20 21 22 23 24 25
no doubt that there will be documents in the reply briefs that were not, not in any of the briefs. will have to deal with those. Right now our motion on, an open brief on the motion to seal is due tomorrow, tomorrow at 5:00. My We
team was in the office until 2:30 in the morning last night to try to get the chart of documents that the parties, per your suggestion, had agreed to exchange in
26
Page 52
J,-
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings advance of the hearing done. That chart, it sounds
like it may not be what your Honor is looking for anymore. THE COURT: charts. MR. CANTOR: Right. No longer, having looked at the
What I am saying is that these folks have work to do to get you a new set of what it is exactly you want. We have not even gotten as far as they do,
and we are doing all of this while we are trying to complete our summary judgment reply briefs by the 27th with the Thanksgiving holiday in the middle. I think we need to come up with a new schedule. I think at a minimum the 29th is going to be I think what makes the most sense is to
14 15 16 17 18 19 20 21 22 23 24 25
problematic.
have the parties submit one set of papers after the reply briefs are in so we are not doing a helter-skelter process of opening and opposition briefs and then supplementing if there is something in the reply. If the reply briefs go in on the 27th, we can get something comprehensive in, for your Honor, that week. The 27th, I think, is a Tuesday, if I recall Yes, we can get something in for you that
correctly. week.
~-
26
Page 53
_,-
1 2 3 4 5 6 7 8
9
Proceedings I don't know how long your Honor needs to be with those materials before you are ready to hear us on the sealing. THE COURT: Remember, basically what I did
today is I gave you the outline of what is not going to be in any document, okay, names, addresses, social security numbers, et cetera, et cetera. over it fairly clearly. Now when you provide me with a big chart, which I am sure everyone will want to see, basically it's all going to be public, the redacted public, because it's no longer something that we have to discuss. But then we get into the key documents, the Those are the ones that I'm going I think I went
10
11
12 13
l_
/--
14 15 16 17 18 19 20 21 22 23 24 25
important documents. to have to consider. MR. CANTOR: documents.
There are other categories of
I know it's going to be in my motion.
There are other categories of documents that are different from the categories of documents raised by the Countrywide parties, and we have got arguments as to why those documents are sensitive to Bank of America, and why there is little or no public interest in those documents because they don't relate to any of the issues on the motions. make all of those arguments. And we are going to need to
26
Page 54
1 2 3 4 5 6 7 8 9 10
11
Proceedings And while your Honor's rulings today certainly are constructive on some of what was going to be the subject of our sealing motion, it does not reach other parts of it. Again, I think we need to be, you
know, practical, and not have a situation where, you know, for the sake of getting the sealing motion done as quickly as possible we are leaving ourselves in the position where it is both extremely difficult to get the sealing motion done and to get the summary motion done, and leave your Honor enough time to have time to deal with the summary motion. At this point I will not take a position on whether your Honor needs to move the summary judgment hearing or not. I know what a charged issue that is.
12
13 14 15 16 17 18 19 20 21 22 23 24 25
I think it in terms of sealing, I think what makes the most sense is to wait until we get to the end of summary judgment briefing process and have us submit a comprehensive motion to seal, have the other side oppose it, and leave your Honor how much time you need to deal with it at a hearing. THE COURT: Mr. Rosen. MR. ROSEN:
I
Yes.
actually agree that i t would
be good to have the briefing completed after the reply brief.

I t makes no sense to do this two-step process.
26
Page 55
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings THE COURT: done, That's why, because I wanted it
I have not looked at the supplemental things. But, again, I don't think that I mean, one
of my views is that, guess what, a reply brief, yes, you're entitled to put in new documents if the opposition brought up such new concepts that you couldn't possibly have done it before your main brief, so, therefore, you are allowed to have an answer to this, to the opposition, okay. But as to the number of
documents that happened as a result of that, I don't know. Remember how many times I have written I have
no -- I am not taking that into consideration because that's brand new material that should not have been brought up in the reply. MR. CANTOR: All I am saying is that based
14 15 16 17 18 19 20 21 22 23 24 25
on the fact that there was supplemental briefing on Countrywide's motion to seal as a result of documents in the Countrywide and MBIA v. Countrywide reply briefs, I can anticipate the same issue will happen in Bank of America, and we are going to be in a situation where right now on that schedule we have a day to deal with those documents. MR. HOLLAND: Your Honor, we didn't put any
additional documents in our reply. MR. CANTOR: I believe MBIA did.
'
26
Page 56
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings MS. SHETH: I think Bank of America is
creating a mountain out of a molehill here. I know our client MBIA wants to be directly heard on the issue of timing. What your Honor has done is helped the parties by reducing the amount of disagreements. So,
if anything, this process is going to be made easier, not harder. Second, your Honor has said there is nothing new here. Your Honor repeated what the First
Department, Court of Appeals -- it's well-established and longstanding case law on the standard for sealing. It's a high standard. It's good cause. There is
14 15 16 17 18 19 20 21 22 23 24 25
nothing new that Bank of America or Countrywide, for that matter, could not have done on the initial motions to seal. In fact, your Honor is giving them a second
bite of the apple to establish that very high showing. In light of that fact we respectfully would say there is no reason for further delaying the resolution of this case. This has been pending -- we
have been appearing before your Honor since 2008, the fall of 2008. resolved. And we are very anxious to get this case
We are being prejudiced by this continual
pattern of delay by defendants. But let me defer to my client, Jonathan
26
Page 57
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings Harris. MR. HARRIS: Good morning, your Honor.
Just to follow up on something that Mr. Rosen said, something that your Honor said, these are arguments THE COURT: MR. HARRIS: Speak up. -- these are arguments that We have delayed And as
should have been made prior to today.
the summary judgment hearing several times now.
Ms. Sheth noted, this is an important matter for MBIA. What we have seen throughout this case is precisely what we are seeing now. We are seeing Bank of America,
14 15 16 17 18 19 20 21 22 23 24 25
Countrywide, coming to this court with one reason or another why matters have to be delayed. Your Honor was very clear at the last hearing that the dates we set for these hearings, December 5th and 6th, and the 12th and 13th, were etched in stone. There is no reason why the charts that were presented couldn't have been better, couldn't have been more detailed, couldn't have met the standard that the law requires. As Mr. Rosen points out it's their burden. If they failed to meet it, that's their problem, frankly. And if your Honor wants to give them some
26
leeway to fix that problem, that's fine, too, but it
Page 58
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings really shouldn't come to the detriment of MBIA. For example, if they want to take a couple of days to get their chart better, have it done before the Thanksgiving break, I think that would give Mr. Rosen time to respond to it, and your Honor time to consider it before the hearing on the 29th. But allowing them
to take time, talk it through, work it out, I can just see where it's going. weeks delay. Frankly, the time for that has passed, as far as MBIA is concerned. your Honor who, I say that with all respect to We will get, you know, weeks and
I agree, needs time to consider
14 15 16 17 18 19 20 21 22 23 24 25
everything that is going to be put before her. But we have seen a pattern of delay. Sanctions have not been imposed, and that's your Honor's prerogative. But this is the time for you to
tell Bank of America and Countrywide to meet the standards that you have imposed, and not to come back with requests for more time that will prejudice MBIA significantly. MR. CANTOR: Your Honor, if I could,
briefly, on that, because the description of what's going on here, I think, is entirely inaccurate: We
were prepared to and are prepared to defend our sealing calls based on affidavits and briefing and
'~
-
26
Page 59
1 2 3 4 5 6 7 8 9 10
11
Proceedings document-by-document review of those documents. What
was never the order of this court, and I think what is resulting in your Honor telling the parties to go back and change their chart, is the idea that the chart would be the end all and be all of this sealing analysis here. parties. That was never the understanding of the
The chart was to assist your Honor in walking It was never
through the documents at the hearing.
anyone's understanding, and I defy anyone to find it in the record from that October hearing that we had where your Honor said that all of the detailed reasons why a document should be sealed must be set forth in the chart. Remember, we were supposed to give a reason.
12 13
(_
14 15 16 17 18 19 20 21 22 23 24 25
We said the problem -THE COURT: Look, Mr. Cantor, I don't think
if you went over what I said before, that -- which you would be glad to know Mr. Rosen quoted in his papers what I said before is that you have a very high standard. Now we are faced with, I think, complex
issues in terms of the repurchasing, et cetera, et cetera. I tried to analyze it to give you a little bit better view. You're saying to me in response, oh,
we have additionally complex issues that you will have to deal with. I can understand that. But those
26
Page 60
(
'
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings additional complex issues you have known about, and you have been prepared about, and, you know, the time has come to let me know about it too. And the 29th is a
good day to think about it, the day we set aside for you. Now that means you have to provide me with the
information before then, and I will have to spend time and analyze it the way I analyzed this, and I have to see where we go with it. inclined to change dates. I realize, I am very, very much aware that, I am very much aware that, indeed, holidays are coming up and people have the right to be with their family on that day, and if you're the designated cooker you have the right to cook the turkey. human lives involved here. adhered to. That happens. There are But right now I am not
14 15 16 17 18 19 20 21 22 23 24 25
So I really do want that
But at the same time right now I don't see I am giving
a reason to unilaterally delay anything. everybody a heads up. consider.
It's something I have to
I do not want -- I will not deal with doing summary judgments motions that are half-baked. come to the conclusion in a sense they are I may
half-backed, that they have, they have placeholders instead of documents there. I will consider a slight
26
compromise which would be a document goes in, but the
Page 61
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings redaction portion of it is larger, it will be part of my final decision. know yet. I may have to do that. I don't
I have not made up my mind. But I really want a real effort so that you
can come and Ms. Concannon can say to me they are now, in the Countrywide portion of life, there are now six documents left for to you consider, Judge. Then I can
make a decision about whether I can do those six documents in a quick enough time to be able to make those documents public before summary judgment motion argument, or maybe those six documents also have to be, remain sealed until I have a chance to do them, and I may do them concurrently with my summary judgment decision. That's where I stand. I just don't know.
13 14 15 16 17 18 19 20 21 22 23 24 25
Right now keep working, okay, Mr. Cantor. Keep working. MR. CANTOR: All I'm saying -- I was not
suggesting there is a lower burden -- I was saying we were prepared to show that burden in a way that sounds like it's different than your Honor wants it, from a pure presentation standpoint, that your Honor wants it all in the chart as opposed to in briefs, and affidavits, and in oral argument, and that's all I'm saying is different than what we understood before. The standard is the standard.
26
Page 62
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings THE COURT: Maybe you didn't hear me.

I
said there was a new form, okay, there is a new section that I am giving everybody an opportunity to do. want the document there. next to it. I
I want the proposed redaction
Do it in a form that, you know -- you know Even I
how to do it, red line, et cetera, et cetera. know how to do that. It's doable. MS. SHETH:
That I know a computer can do.
To be clear, your Honor, Bank of
America's summary judgment reply papers are still due on the existing schedule; is that right? MR. CANTOR: otherwise. I never intended to suggest
13 14 15 16 17 18 19 20 21 22 23 24 25
I'm talking about -- the one thing I'm
talking about, your Honor, most urgently is the submission of a chart with our motion. We are prepared
to file our motion tomorrow, file our brief tomorrow, file our affidavits tomorrow. I think providing the
chart in the nature of what you're talking about although, again, now if you are talking now about documents and a description of the documents THE COURT: was Ms. Sheth's idea. The chart was a grand idea. It
I think you're the first person I thought that would
that talked to me about a chart. work perfectly. of time on it.
As it turned out, I spent now a period It has not worked out. It requires --
26
Page 63
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings it did provide me the sufficient information to come up with a whole series of decisions today which is what I put on the record today, which I may not have been able to do it had I not had the chart. way. It was a useful event. We will put it that
However, we are in a
different category. When you get the record, if you have a chance to go over it, you will see my categories are different now. I want much more specificity that are not You can do it in a chart, but We are not into
contained in the chart.
you don't have to do it in a chart.
c-
charts as much as we are compelling reasons. MS. SHETH: We asked Bank of America's
14 15 16 17 18 19 20 21 22 23 24 25
counsel for those reasons during these negotiations about the chart. And initially they refused to provide This is an issue that they have We actually compared it to a
us with any reason. been on notice of.
privilege log so we would have a basis to assess whether or not the documentation was sealed. They have done the analysis. So there is
nothing additional that needs to be done here that would warrant a delay of even the chart. MR. CANTOR: What we argued with them about
was whether we were required to give them our reasons two days before we were filing the motion with the
26
\,
Page 64
(
1 2 3 4 5 6 7 8 9 10
11
Proceedings court for them to review. about. That's what the dispute was
"
It wasn't over whether we would provide reasons We know we have to provide reasons for
for sealing. sealing.
The issue now, your Honor, is just whether in order to be able to give you the side-by-side documents and all of that we can have more time than tomorrow at five. MS. SHETH: Your Honor, we don't have an All
objection if they want more time until tomorrow.
12
we are saying is that the chart must be done before the 22nd, which I think is Thanksgiving, and so that will give the court and the parties enough time to get this before your Honor, before the 29th. THE COURT: the 15th all day. weekend. Today is the 15th. It remains
13 14 15 16 17 18 19 20 21 22 23 24 25
I suggest that you spend a wonderful That's my suggestion. So that we
All right.
will give you to the 20th. MR. CANTOR: THE COURT: Okay. Not at 5:00 on the 20th. Let's
make it noon on the 20th. All right. MR. ROSEN: THE COURT: MR. ROSEN: This is for the sealing motion? Yes, sealing. When would our response be due?
..
26
..
Page 65
1 2 3 4 5 6 7 8 9 10
11
Proceedings THE COURT: MR. ROSEN: beforehand? THE COURT: No, no, I do. Again, that's why They are coming in on the 29th. You don't want to see anything
I said noon to give you the afternoon. MR. HARRIS: THE COURT: Okay. Again, i f you are not the Then the 26th, 27th.
cooker, maybe you have the 21st.
I would like to get papers in, I do want papers in for me to consider no later than really the 26th. say to me 10:00 on the 27th, I will buy that. time for myself. I do need time. MBIA can have its opposition to If you I need
12
13 14 15 16 17 18 19 20 21 22 23 24 25 26
MS. SHETH:
Bank of America's papers by the 23rd which is that Friday. If we can get Monday, that's better. THE COURT: will give you the 26th. I assume Countrywide will not be opposed. MR. HOLLAND: No, your Honor. We will make Yes. There's Thanksgiving. I
our best efforts to get our supplemental submissions to you by then, as well. MR. CANTOR: Your Honor, at the risk of
looking stupid, which happens not infrequently, I want to make sure I understand specifically what you want us to submit to you.
Page 66 Proceedings You still want a chart; correct or no? THE COURT: Look, you have a chart. That
chart basically --Ms. Sheth's chart, we have Countrywide's chart. If you have additional documents
that are not contained in these charts then you have to have some sort of mechanism of identification, and if you have just, let's say, Bank of America Exhibit 32 made up, and that you're redacting all names and everything else, and it's to go public, you have no problems with it, all right, that's a conclusion. Most
of these documents, Ms. Concannon is right, most of the documents here have already gone public. already in the system, right? So we are talking out of the thousand, 630 were all public, and then an additional 400, whatever number, 600 and 400 are not public at this moment. Now that I've given reasons we should be down to important documents, maybe 20. The lesser the better. Maybe there are 15. They are
Those are the ones that we are
going to be having arguments on whether or not they should be sealed or not sealed. MS. CONCANNON: Countrywide side. That's true on the
Your Honor, there are different
sets, I believe, of approximately 1,000 documents on the Bank of America side.
Page 67 Proceedings MR. CANTOR: thousand documents. A thousand exhibits, not a But as I said, there are going to
be additional documents on, additional categories, descriptive categories of documents on our motion that has not been raised yet that your Honor will be hearing ' the first time when you get our papers on the 20th. raise that issue. You wanted redacted and unredacted I
copies of the each of the documents at issue, as well as the chart with the description on it, and obviously briefing and affidavits, as well, I assume? THE COURT: MR. CANTOR: MS. SHETH: Right. Right. To be clear, the November 20th
deadline, that applies to any party, including MBIA and Countrywide, who wants to make a supplemental or further motion to seal? And the oppositions would be due the 26th? THE COURT: I'm not sure about that.
Are you capable of doing that? MR. HOLLAND: I thought we were talking
about make our supplemental submission by the 26th. MS. SHETH: That gives us very little time If they make another
to reply to that opposition. supplemental motion -THE COURT:
Look, look, I will give you to
Page 68
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings the 26th for the redact-able documents so we know what we are doing. time. That's mechanical. That takes a lot of
We do have an awful lot of that. I really do want on the 20th the ones that
will be the issues, the -MS. SHETH: The complex ones, the
repurchase, the nonfinancial, those categories. THE COURT: The important documents. Your Honor, if we take the
MS. CONCANNON:
court's instructions today as an order with regard to witness information, essentially take those documents off the table, we are talking about a relatively discrete number of documents falling into these categories of repurchase loan, loss reserves, current financial information. We would be intending to submit a supplement to the court that solely concerns that relatively discrete universe. I would request respectfully until Simply, among other
13 14 15 16 17 18 19 20 21 22 23 24 25
after the Thanksgiving holiday. things,
I'm leaving immediately after this hearing for
a memorial service that's taking me through the weekend. I personally will not be available. That
would enable Mr. Freeburg, who has been working around the clock for about the last three weeks on these issues, to have a little bit of a Thanksgiving break.
26
Page 69 Proceedings MS. SHETH: bite at the apple. enough. THE COURT: break. middle. Enough already. Give them a Your Honor, this is the second I think your Honor indulged them
I can't help that Thanksgiving comes in the Maybe you should change the holiday. That way
we will have more time. MS. SHETH: THE COURT: We need time to respond to that. I understand, but guess what? I
think that you, knowing the documents itself, it's not as though you don't know the documents. know what the documents are. the answer right now. You do. You do. You
You can begin
You don't have to -- you can But And
tweak it when you get their wonderful arguments. you already know what they are going to be saying. if I were you I would start putting the response together. MS. SHETH:
We will, but I am saying the It's their documents
same argument applies to them.
right now they are saying they need to be sealed. THE COURT: They will have to make a
compelling reason, and that's going to be very hard on them. By the way, on the -- I shouldn't say anything.
Page 70 Proceedings Let's see. So you will have the documents
in, the new batch of documents, the ones that we are really caring about, on the 26th. the 26th? Noon on the 26th. I don't know how you will do it, but you probably can give me an answer. on it. We will see where we go. MS. SHETH: the 27th or the 28th? THE COURT: at noon MS. SHETH: THE COURT: All right. Very well. Would you like our opposition on We are happy -I will give you to the 28th, but We will have argument Did I say noon on
-- so I can see it.
By the way, we don't have to have oral argument on this. papers. MR. ROSEN: THE COURT: For the continuation of this? Of the Countrywide issue. The This portion will be basically on
29th is devoted to Bank of America, an additional thousand documents, and many more wonderful salient arguments. Now that Mr. Cantor knows what I want, he can tell me the compelling reasons in a much more, in a manner where they'll be bowled over. MR. ROSEN: Your Honor, I would like to make
Page 71
r'
1 2 3 4 5 6 7 8 9 10 11 12
Proceedings it clear that while no one has to -- if they don't want ' to give us access to the chart, that's fine, but there needs to be a public expression of the compelling reasons in whatever documents, whether the briefs or otherwise, enough explanation of why they, what is in there that requires this compelling reason. THE COURT: true. Absolutely true. Absolutely
Of course you have to have a decision of this
court telling you that I agree with the compelling reasons or not agree with the compelling reasons. So
there has to be a written decision on the court's part. In terms of Countrywide, I don't think I need to have -- I invite you to come on the 29th, but I don't think I need, I don't need to have oral argument on that. 29th. MS. SHETH: The parties will be here anyway. We will concentrate on Bank of America on the
13 14 15 16 17 18 19 20 21 22 23 24 25
If your Honor has any questions, we are happy to answer them. THE COURT: That's true, but I will not make
decisions on the record on those because they have to have a writing. No writing, no decision. Thank you, Judge. Otherwise, how could you appeal
MR. ROSEN: THE COURT:
26
it, which is something to think about because that puts
Page 72
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings a different issue on everything too. worry about that. But I will not
First you have to have a decision to
decide if you will appeal or not. So with that, that's where that stands. Okay. MR. HOLLAND: Thank you very much, Judge.
Have a good Thanksgiving. THE COURT: Happy Thanksgiving. I won't see
you until the 29th, I don't think. Apparently there is something we left undone. Yes, Ms. Sheth. MS. SHETH: Sorry.
14 15 16 17 18 19 20 21 22 23 24 25
Very quickly, MBIA's motion, sequence number 64, just to cover briefly, I think out of the five
categories of the information that we moved to seal, four of which are unopposed by both Bloomberg and Countrywide, MBIA, there is one category, due diligence employees, the names of the due diligence employees who we will now withdraw our motion to seal as to those individuals given your Honor's statements. And the fifth category was the banking information relating to the account numbers which your Honor covered in the context of Countrywide's motion. Generally I want to make sure that also gets sealed for MBIA's purposes.
26
Page 73
1 2 3 4 5 6 7 8 9 10 11 12 13
Proceedings MS. CONCANNON: Honor. THE COURT: So, let's see now. Let me go We have no objection, your
over it so I have it because what I will have to do, I will have to give you a writing on what I said basically on the record. But we are getting and I will give you
expedited copy of the record.
basically what we already have written, but I will maybe amplify a little bit the standard based on the case law that, again, I referred to. I referred to one
of the cases, but I probably will do a little more on that, and give you the outline basically exactly what I said on the record. But to go back over 64, what am I to do on 64? Four categories are agreed to. MS. SHETH: Yes. Those four categories are
14 15 16 17 18 19 20 21 22 23 24 25
the personal information concerning the witness which would include date of birth and social security number, category two are documents produced in response to third-party subpoenas issued to borrowers, employers and accountants, the third category is names and addresses as well as social security and date of birth of third-party borrowers which was covered on the Countrywide motion, and the fourth category is banking information, bank account information relating to
26
Page 74
1 2 3 4 5 6 7 8
9
Proceedings specific transactions. So those are the four that are And the
unopposed by both Countrywide and Bloomberg.
last category was names of due diligence employees which we had initially moved to seal, but in light of your Honor's guidance this morning we will withdraw that portion of the motion. THE COURT: MS. SHETH: THE COURT: That completes your 64? That's correct, your Honor. Good. Good. Thank you. Thank
10 11 12 13
you for clarifying that.
I think that was it. I am
glad we had that cleared up. Happy Thanksgiving, again. Happy holidays.
c-
14 15 16 17 18 19 20 21 22 23 24 25
*
C E R T I F I C A T E
I, Terry-Ann Volberg, C.S.R., an official court reporter of the State of New York, do hereby certify that the foregoing is a true and accurate transcript of my stenographic notes.
26
Page 1
A AA29:25 AAA29:25 AAAA29:25 Abdul20:4 ability 4:8 47:12 able 11:8,19 13:20 24:8 25:20 26:6 28:18 29:3 31:18 61: I 0 63:4 64:7 about 9:8 11:17 12:21 25:4,4 28:10,14,16,19 29:8,9,23 30:9,24 31:26 38:5 40:8 41:4,19 42:23 44:6,12 45:9 50:14,20 60:2,3,4 60:5 61:9 62:14 62:15,19,20,24 63:16,24 64:3 67:19,22 68:13,25 70:4 71:26 72:3 absolutely 26: II 47:18 71:8,8 accepted 20:26 access 8:24 27:4 30:19 31:16 35:4 47:20 71:3 accomplish 45:22 according 3:7 account 26:22 72:23 73:26 accountants 73:22 accurate 74:18 across 26:20 Acts26:25 actual 35: II 40:2 actually4:20 5:19 6:23 8:49:10 20:21 30:5,8 41:26 54:24 63:18 add 15:8 addition 49:22 additional 5:23,24 30:3 37:12,13 43:3 55:25 60:2 63:22 66:5,16
. --- .
67:4,4 70:20 additionally 59:25 address II :21 13:8 16:18,19 addresses I 0:2 13:16 17:15,15,25 53:7 73:23 adhered 60:17 administratively 27:22 advance 46:19,20 52:2 advantage 20:20 advice4:16 45:23 Advisory 4:6,15,16 5:14,16 6:12 affects 24:10 affidavit 16:24 17:2 20:3 affidavits 17:7 42:8 58:26 61:24 62:18 67:11 after 13:25 16:9 44:16 47:4 52:17 54:25 68:20,21 afternoon 41:22 50:2,3 65:6 again 8:3 12:9,12 13:22 14:7 15:14 15:22 17:21 21:8 23:7 24:22 37:18 42:10 54:5 55:4 62:20 65:5,8 73:11 74:13 against 1:7 3:15 4:14,18 5:7 23:6 24:24 33:25 34:4 age 11:20 aggressively 39:2 ago26:14 agree 3:8 31:13 43:23 48:10,10 54:24 58:13 71:10 71:11 agreed 19:22,23 43:22 51:26 73:16 agreement3:17 9:14,23 18:24,25
. .
19:21 20:11 agreements 25:20 26:6 agrees45:9 akin 17:4 36:18 alleging 3: 16 allow 29:4,18 40:3 allowed 33:17 55:9 allowing 58:7 almost46:7 already 7:22 19:22 25:25 32:26 39:22 40:6 66:13,14 69:5,16 73:9 although 62:20 always 23:7 41:7 47:5 amazes 41:19 Amazing39:16 Ambac3:13,14,14 3:19,22,23,24 4:3 4:11,21,22,23,26 ambitious 48:24 amended9:15 Amendment 8:23 Amendments 8:22 America 1:10 3:15 5:4 14:5 21:23 33:11 42:25 46:22 51:5 53:23 55:21 56:2,15 57:13 58:18 66:8,26 70:20 71:16 America's 21:13,17 25:5 33:19 42:24 43:4 46:6 62: II 63:14 65:15 among68:20 amount9:1711:12 25:17 37:2 56:7 amplify 73:10 analysis 21:7 22:13 23:4 25:2 42:26 48:9 59:7 63:21 analyze 59:23 60:8 analyzed 60:8 another 3: 13 8: 13 9:5 18:5,11,23
.
19:3 26:2 27:11 40:4,18 48:3 57:15 67:24 ANSELMI I: 18 answer43:6 55:9 69:14 70:7 71:19 anticipate 55:20 anxious 56:23 anybody 7:4 28:26 anymore 52:4 anyone II :4 59: I 0 anyone's 59: I 0 anything 6:5 16:6 34:14 56:8 60:18 65:3 69:26 anyway 14:15 16:13 41:20 71:18 apart20:14 Apparently 72: II appeal 71:25 72:4 appealable 34: II Appeals 34:15 56:12 Appearances I :25 appearing 56:22 Appellate 34:13,16 apple 56:18 69:3 applied 8:22 applies 67:15 69:20 appreciate 31:9 34:21 38:18 47:9 48:12 appreciates 31 :I 0 approach 36:8 39:2 appropriate 24:5 36:7 approval 5:22 approximately 66:25 April 37:21 areas 19:9 argue I 0:7 34:4 argued 63:24 argues 10:5 arguing 48:24 argument 30:9 32:2 39:26 42:13 42:13 47:14 61:12
-
61:24 69:20 70:7 70:1671:15 arguments 6:6 21:25 23:2644:11 47:17 53:21,26 57:6,8 66:21 69:15 70:22 arising 8:21 Armonk 1:22 around41:5 68:24 aside 46: I 0,13 60:5 asked 4:6 63:14 asking 24:3 36:6 aspect 51:5,6 assertions 30:4 asserts 12:22 21:18 assess 63: 19 assessing 24:24 assist 59:8 associate 6:25,26 6:26 assume 65: 19 67: II Assured 5:6 attend4:25 attorney 3:6 6: I 0 34:26 Attorneys I: 18 2:3 2:7,11 attorney's 36:8 40:3 available 30:6, II 44:24,25 68:23 avant-garde 50:22 Avenue 1:19 2:4,7 await 5:21 aware 60: II ,12 away 31:16 awful 68:4 A.D.2d8:26 B B 1:15 15:8,13,18 29:24 50:7 back 7:9 13:23 42:24 46:12 50:3 50:24 51:13 58:19 59:4 73:15
--------.............
..
---- ...
-- ..
- ------- .
Page 2
(
'
balance 24:8,23 33:13 balancing 23:7 33:24 bank 1:10 3:15 5:4 5:7,7 14:5 21:13 21:17,22 25:4 26:22 33:10,19 42:24,25 43:4 46:5,21 51:5 53:22 55:21 56:2 56:15 57:13 58:18 62:10 63:14 65:15 66:8,26 70:20 71:16 73:26 banking 72:22 73:25 bar5:17 9:15 Barring6:5 based 30:4 38:19 51:10 55:16 58:26 73:10 basic 39:21 basically 9:6,7,14 17:16 18:4 31:22 33:14 34:26 35:3 49:24 53:5,11 66:4 70:16 73:7,9 73:13 basis23:23 24:10 46:25 47:15 49:21 63:19 batch 70:3 Bates 20:5 became 18:13 become 15:3 36:12 becomes 32: II 36:23 37:4 before 3:3,11,13,21 4:9,9 5:8,11 6:15 19:11 23:23,25,26 24:9 44:2,14 46:5 47:13,20 53:3 55:8 56:22 58:4,7 58:14 59:17,19 60:7 61:11,25 63:26 64:12,15,15 beforehand 65:4
.. - ---
began4:10 begin 3:2,3 69:13 beginning 8:3 20:8 behalf 4:20 6:9 behind4:4 being 15:21 27:16 27:21 32:7 35:16 56:24 believe 6:6,8,17 19:7 26:21 28:4 34:9 35:24 36:7 40:4 45:8 47:10 47:18 55:26 66:25 believer 49:5 Belknap 3:10,12 4:6,12,19,21,26 5:3 belonging 24:18 best 7:17 51:18 65:21 better 3:6 20:2 35:6 57:20 58:4 59:24 65:16 66:20 between 7:9 51:5 beyond9:8 big49:5 53:10 birth 73: 19,23 bit 15:4 24:25 28:22 59:24 68:26 73:10 bite 56:18 69:3 Bloomberg 10:6 31:10,18,20 45:8 47:15 72:17 74:3 Bloomberg's 7:21 boil4 7:23,24 book48:9 Boone I 0:22,23,25 II :6 borrower 10:12,21 11:10 26:17,23 28:6,9,20 borrowers 9:25,26 9:26 10:2,3,4,5,9 10:11 30:12 73:21 73:24 borrower's I 0:13 borrower-type
26:4 both23:10 26:24 51:7 54:9 72:17 74:3 bottom 45: 16 bowled 70:25 Bradley 39:15 brand 55:14 BRANSTEN 1: 15 breach 5:5 breaches 3: 16 break35:14 58:5 68:26 69:6 brief 17:20 31:12 51:13,22 54:26 55:5,8 62:17 briefing 43:4 54:18 54:25 55:17 58:26 67:11 briefly 58:23 72:15 briefs 10:20 27:6 27:13 51:17,20,20 52:12,18,19,22 55:20 61:23 71:5 broad 8:21 21:2 broader 12:13 Brooklyn 12:9 brought3:15 4:11 4:13 5:3,6 18:7,9 34:3 55:7,15 BRUCE 1:20 burden 38:20,20,23 38:23 39:24 48:17 57:23 61:19,20 business 10:12,15 17:24 20:18 24:18 businesses 12: II buy50:12 65:12
c 1:17,23 2:2 15:9

15:13,18 29:24 74:15,15 called 6:25 16:8 calling 17:14 calls 58:26 came 12:26 15:16 18:2,4 19:26 27:9
29:20 31:16 Cantor2:12 43:6 51:4 52:7 53:17 55:16,26 58:22 59:16 61:16,18 62:13 63:24 64:20 65:23 67:2,13 70:23 capable 67:20 capitall2:6 21:17 care 30:13,14 caring 70:4 carry 33:24 CARVELLII:l8 case 3:13,14,19,20 4:21,23,26 5:8 6:4 6:4 8:13,19 9:5,17 15:11 16:1218:5 18:6,8,13,19 19:2 19:5 22:15,23 23:19 34:12 38:19 51:9 56:13,21,23 57:12 73:11 cases 3:21,24 4:2,8 4:18,22 5:11,18 6:973:12 categories 19: I 0 22:11 24:19 31:23 39:2146:16 53:17 53:19,20 63:9 67:4,5 68:8,15 72:16 73:16,17 category 22:21 23:13 24:14,26 25:2 63:7 72:18 72:22 73:20,22,25 74:4 cause9:4 21:19,26 23:2 24:21 33:22 33:23 35:26 56:14 caution4:6 central22:23 Centre 1:14 certain 7:22 9:23 39:8 certainly 24:12 31:13 46:20 54:3 certify 74:17
cetera 7:18,18 i 10:23 15:14 20:4 ;' 20:4 29:26 36:21 ' 36:21 40:14 53:8 53:8 59:21,22 62:7,7 chambers 3:9 28: II chance 28:7 29:7 61:13 63:8 change 6:6 59:5 60:10 69:7 ' changed 50:18 changes 37:3 38:2 character 38:2 charged 54:15 chart 51:25 52:2 53:10 58:4 59:5,5 59:8,14 61:23 62:16,19,22,24 63:5,11,11,12,16 63:23 64:12 66:2 66:3,4,4,5 67:10 ; 71:3 charts 52:6 57:19 63:13 66:6 Chemical8:26 Christmas 49:24 Cindy20:8 city9:15 42:21 claims 21:21 22:26 ; clarifying 74: II ' clean 13:21 14:7 44:20 cleaned 13:26 clear4:12 42:10 57:16 62:10 67:14 71:2 cleared 74:12 clearly 53:9 client 32:18 34:23 34:24 35:2 38:24 40:2 56:4,26 ' clients 7: 13 client's 35:2 clock 68:25 closer 49:24 clothing I 0:21,26
'
-- -- --
- - -
-- --
Page 3
11:612:10 code 50:5 college 3:26 4:2 column 13:8,9,11 13:18 50:6,7 columns 13:17 14:9 come 7:8,9,22 13:23 20:21,22,23 21:3 37:2140:8,9 52:14 58:2,19 60:4,23 61:6 63:2 71:14 comes 3:9 4:5 16:15 20:2 35:15 36:14 37:20 39:16 69:6 coming57:14 60:12 65:2 comment38:14 comments 7: 11 25:11 31:12 Committee4:7,15 4:16 5:14,16,21 6:13 communication 49:21 50:26 communications 32:12 community 16:3 compared 63:18 Comparing 3:24 compelling 9:6,7 19:6 20:26 21:4 23:8,9,11 31:15 33:22 35:26 38:22 40:10 63:13 69:23 70:24 71:4,7,10 71:11 competitive 21:20 23:2 24:22 competitors 20:19 complete 41:23 43:4 52:12 completed 26:13 54:25 completes 74:8 complex 19:9 46:16 59:20,25 60:2
68:7 consideration 37:6 20:7 21:14,18,19 complied 22:24 55:13 21:21,22,23,24 comprehensive considered 43:14 22:5,8,11,14,17 52:23 54:19 50:22 22:20,24,26 23:2 compromise 60:26 considering 22:10 23:3,5,9 24:16,19 computer 13:17 42:11 24:20,22,23,25 14:8 28:23 42:21 constitutional 8:21 25:15,20 28:4 42:22 50:4,24 constructive 54:3 33:9,10,22,24 62:8 consulted4:14 36:16 51:6 53:21 computers 42:23 consumes 48: 13 55:19,19 56:15 50:22 contained 63: 11 57:14 58:18 61:7 Concannon 2:9 66:6 65:19 66:24 67:16 25:16 27:12 32:7 contains 32:12 70:19 71:13 72:18 32:8 35:21 50:8 contents 36:2 73:25 74:3 61:6 66:12,23 context 25:22 Countrywide's 68:10 73:2 26:16 72:24 12:18 21:13,15 concentrate 71:16 continual56:24 22:4,6 25:13 30:4 concentrating continuation 70:18 33:19,21 34:4,21 26:26 continued 1:25 2:2 46:17 55:18 66:5 concepts 55:7 continuing 7:23 72:24 concern 23: 18 contract 5:5 County 1:3 10:22 contractual22:24 27:18 29:5 35:21 10:23,25 11:6 36:10 couple6:24 10:19 control31 :3 concerned 58:12 conveniently 41:9 11:1415:15 31:12 concerning 73: 18 conversant 50:23 58:3 concerns 30:9 conveying 5:22 course 11:24 33:5 68:18 convince 35: 19 34:16 36:7 41:7 conclusion 20:22 cook 60:15 42:12 43:18 48:22 20:22,23 60:23 cooker 60:14 65:9 71:9 66:11 copies 41:24 42:17 court 1:2 2:18 3:2,5 concurrently 61: 14 44:6,7 67:9 6:10 8:20,24 9:4,9 conducive 5:19 copy41:22 73:8 9:19 13:6 14:13 confidentiall9:8 CORP 1:8,9,10 16:15 18:11,24 26:24 corporate 37:23 19:14 24:4,5 25:9 confidentiality CORPORATION 25:17,26 26:5,10 9:14 18:3,10,13 1:5,21 26:11 27:3,6,8,14 18:18,22,24,25 correct 26:12 47:18 27:25 28:7,8 19:5 66:2 74:9 29:10,12 30:13 conjunction 16:25 corrections 7:5 31:2,7 32:6,21 connection 25:24 correctly47:11,11 34:11,15 35:22,25 27:17 32:16 52:25 36:5,13 38:11 conscious 50:20 corresponds 50:17 39:4,5,7,7,9,14 consequence 29:18 counsel! :23 63:15 40:6 41:21 42:26 consider 9:19 24:7 Countrywide 1:8,8 43:2,8,14 45:6,10 42:4 43:3 44:2,18 1:9,9 3:14,15 4:11 46:2,10,13,24,26 53:16 58:6,13 4:14,18 5:3 10:5 47:7,21 48:13,18 60:20,25 61:8 10:19 12:22 14:5 48:21,23 49:2,4,4 65:11 19:19,20,25 20:7 49:14 50:26 52:5
- -
. - . .. -- ..
53:5 54:22 55:2 56:12 57:7,14 59:3,16 62:2,22 64:2,14,16,21,25 65:2,5,8,17 66:3 67:12,19,26 68:9 68:18 69:5,10,22 70:11,14,19 71:8 71:10,21,25 72:9 73:4 74:8,10,16 74:21 courts 9:22 18:3 court's9:6 31:14 38:19 68:11 71:12 cover72:15 covered 18:10 72:24 73:24 creating 56:3 crew42:18 CRR2:18 74:20 CSR2:18 74:20 cumulative 17:19 current 20:18 21:13,15 33:19 37:17 48:24 68:15 currently 27:2 35:23 C.S.R 74:16 D Danco 8:25 DANIEL2:12 dash 15:8,8,9 data 12:23 13:21 database 30:7 date37:10,2146:5 46:21 73:19,23 dates 48:24,25 49:18,19 57:17 60:10 DAVID2:9 day 15:16 55:22 60:5,5,14 64:17 days 26:14 58:4 63:26 DB5:7 deadline 67:15 deadlines 48: 15
Page 4
deal5:24 7:16 24:12 30:8 35:22 40:20 42:2 45:13 47:4 48:6 51:21 54:12,21 55:22 59:26 60:21 dealing 4 7:22 deals 30:6 December 37:26 45:18 46:10 47:17 48:17 49:2 57:17 decide 43:26 46:23 46:24 47:2 72:4 decided4:9 15:16 44:7 45:15 decipher 41 :23 decision 5:14,18 8:5,7,7 10:8 13:15 19:14 20:16 21:3 24:9 33:3,3 34:10 34:17 38:12,17 39:16 41:13 47:25 49:6,16 61:3,9,15 71:9,12,23 72:3 decisions 7:22 8:2 13:22 24:2 38:16 47:12,25 63:3 71:22 decision-making 38:7 declined 32:20 38:13 declines 40:2 deemed 19:4 defend 58:25 defendant 5:10 defendants I: 11 56:25 defer 56:26 defined 16:10 defy 59:10 degree 14:22 36:3 40:23 delay 56:25 58:10 58:15 60:18 63:23 delayed 57:9,15 delaying 56:20 Department 9:2
56:12 depend39:6 depends 14:11 48:10 deposition 16:25 17:3 18:5,7,10 43:21 Deputy 1:23 describe 35:12,12 35:13,15,16 36:14 described I 0: 13 26:11 32:10 describing 36:2 description II :20 12:2 17:20 35:7 58:23 62:21 67:10 descriptive 67:5 designated 60:14 designation 20:6 despite 14:3 51:18 detail6:24 I 0:13 21:25 35:9 36:3 41:4,19 detailed 20:21 21:3 23:3 35:25 40:5 40:10 42:26 57:21 59:12 details 7:2 detriment 58:2 develop 40:14 development 4:3 deviation 16:2 devoted 70:20 difference 37:25 51:5 differences 8: 18 different4:3 5:6,7 5:916:1217:11 17:26 19:10 22:13 24:26 30:15 44:23 48:8 51:10 53:20 61:21,25 63:7,9 66:24 72:2 differentiation 9:12 difficult 12:24 54:9 digits 14:21 15:5,9 28:15
dilemma 32:25 diligence 72:18,19 74:4 directly23:18 56:4 disagreements 56:7 disagrees 20:9 disappears 50:6,7 disclose 17: 13 disclosed 17:6,7 36:12 disclosing 3: II disclosure 17: 12 20:19 22:26 23:17 36:22 disclosures 37:23 discovery 9:13,17 discrete 68:14,19 discretion 5:20 36:11 discuss 7:13 24:12 32:25 43:9 53:14 discussed 27:16,21 34:24 35:17 44:16 discussing 22:11,18 24:14 28:11 discussion 8:20 13:5 25:8,11 47:8 disk 19:26 42:18 disks 42:19 dismissed 39:22,23 dispute I 0:4 64:2 disputed 33:4 disputes 22:23 46:16 disrupted 48:21 disseminate 6: 13 14:6 distinct 22: II 37:25 distributions 37:2 Division 34:14,17 doable 13:19,20 15:18 62:9 docketed 25:26 doctor 16:3 doctor's 15:25,26 document9:10,16 14:2,12 18:14,21
-
19:7 20:2 21:6 29:14,15,16 31:26 32:2,11 34:5,8,10 34:18 35:24 36:15 36:24 37:5,13 40:2 41:25,26 42:4,5,7,16 43:14 44:9 53:7 59:13 60:26 62:5 documentation 63:20 documents 7:18 8:18 9:4,20 15:7 18:2,12,19 19:4 19:13,19 21:26 22:3,5,6,9,12,13 22:15,18,21,22,25 22:26 23:4,4,13 23:15,17,20 24:14 24:17,21,24 25:21 25:23 26:4,20 27:2,15,23 30:19 31:21,24 32:10 33:4,20,23,25 36:3,6,11 37:8 38:15 42:3,15 44:14,18,2146:17 46:18 47:6,23,24 47:26 48:3,6 50:9 50:10 51:19,25 53:14,15,18,19,20 53:22,24 55:6,11 55:18,23,25 59:2 59:9 60:25 61:8 61:10,11,12 62:21 62:21 64:7 66:5 66:12,13,19,25 67:3,4,5,9 68:2,9 68:12,14 69:11,12 69:13,20 70:2,3 70:21 71:5 73:20 document-by-do ... 23:23 59:2 doing7:19 9:13 13:10 31:4 33:16 41:5 44:1045:17 50:25 52:11,18 60:21 67:20 68:3
done 13:14,25 29:26 34:12 36:9 40:15 44:3 46:5,8 48:15 49:8,26 52:2 54:7,10,11 55:3,8 56:6,16 58:4 63:21,22 64:12 door30:23 double 15:14 doubt9:8 51:19 down 7:8 41:11 47:23,24 48:2 66:18 dozen 21:5 due5:24 51:17,23 62:11 64:26 67:18 72:18,19 74:4 duplicate 29:21 duplication 29:19 during 63: 15 E E 1:15,15,17,17 2:2 2:2,5 74:15,15 each 15:19 18:6 19:7 22:12 43:11 48:8 50:26 67:9 easier 56:8 easiest 8:6 echo 48:11 EDGAR30:7 effectively 36:5 effort 49:7 61:5 efforts 7:17 65:21 eight3:2515:15 Eighth2:7 EILEEN 1:15 either 44:5 else's 24:9 EMANUEL2:3 employees 72:19 72:19 74:4 employers 73:21 enable 68:24 end 12:19 15:9 34:8 36:13 44:16,20 47:23 54:17 59:6
Page 5
endeavor 30:2 46:4 ends 25:3 enormous 25:17 enough 11:14 31:14 35:17,18,18 36:14 39:18 54:11 61:10 64:14 69:4 69:5 71:6 ensure 30:17,20 entire 13:17,18 14:9 38:2 42:21 43:20 entirely 13:14 58:24 entirety 12:25 14:19 entities 22:16 23:14 entitled 8:24 55:6 environment 15:25 equity21:16 eradicate 13: 16, 18 14:9,23 especially 18: 16 35:15 ESQ 1:20,23 2:5,5 2:8,9,9,12 essentially 36:8 38:25 68:12 establish 56:18 et7:18,18 10:23 15:14 20:4,4 29:25 36:20,21 40:14 53:8,8 59:21,21 62:7,7 etched 57: 18 Ethics 4:7,15 even 4:9 12:8 15:18 17:23 19:18 39:18 40:26 52:10 62:7 63:23 event 13:19,20 49:24 63:6 eventually 19:13 ever 3:7 29:17 34:14 every 26:17 everybody 39:5 60:19 62:4
everyone 53:11 everyone's 51:18 everything 13: 14 23:11 40:17 45:9 47:13,21 49:4,23 58:14 66:10 72:2 evidence 47:3 exactly 14:14 35:8 36:16 52:9 73:13 example 10:11,18 10:20 12:3 19:19 36:19 37:20 43:15 58:3 examples 10:19 11:15,16 exchange 51:26 exercise 4:6 11:4 18:26 24:4 40:20 exhibit 20:3 27:20 31:18 32:11,11 35:7,23 66:8 exhibits 25:23 27:19 41:24 46:2 67:2 existing51:9 62:12 exists 3 5:23 expects 43:2 expediency 4 7: 10 expedite 27:22 expedited 48:14 73:8 expeditious 4 7: 15 expert 17:25 50:4 experts 15:26 17:23,23,24,26 explain 21 :23 explained 32:26 explanation 19:3 22:8 35:9,10,11 37:13 71:6 expression 71 :4 extensive 9:16 extent 44:9 46:15 46:25 extremely 54:9 eyes 36:8 40:3 e-mail6:20 20:3,5 21:8 41:8,11,16
firm 3:9 first8:22 9:2 13:11 F 20:13,15 21:8 F 1:15 74:15 22:21 25:2,15 faced 32:25 59:20 32:4 39:11 47:17 facilitate 7:23 56:11 62:23 67:7 fact 26:12 31:2 72:3 38:14 55:17 56:17 five 64:9 72:15 56:19 fix 57:26 facts 16:11 Flagstar 26:13 failed 57:24 flesh 21:25 fair 6:7 Floor 2:4 fairly 53:9 Florham 1:19 fall40:21 56:23 focusing 48: 19 falling 68: 14 folks 51:6 52:8 falls 24:25,26 follow 57:4 family 60:13 followed 25: 13 far4:4 7:16 23:12 following 10:14 27:21 40:15 52:10 33:18 58:11 follows 10:8 federal8: 11 18:17 foregoing 74:17 26:25 form62:3,6 feel23:19 25:19 formal5:21,23,26 38:9,19 6:12,17 7:8 8:6,7 fees21:16 forth9:14,15 59:13 fell19:4 forward 13:12 fellow 18:16 found 20:12 30:5 few 11:16 26:13 four 14:21 15:5,9 32:23 44:17 46:3 15:15 27:9 28:15 FGIC 3:22 4:14,17 72:17 73:16,17 4:20 5:17 6:4,11 74:2 fifth 72:22 Fourteenth 8:23 figure 20:24 fourth 73:25 file62:17,17,18 framework 8: 19 filed 3:20 46:2 11:17 filing 63:26 frankly 29:16 44:4 filings 9:24 47:25 51:10 57:25 final61 :3 58:11 finally 15:16 19:26 free 30:5,7 48:26 Freeburg2:9 26:18 financial 1:9 21:14 49:13 68:24 33:20 37:18 46:18 frequently 36:9 68:16 Friday 65: 16 find 9:9 11:20 33:4 from 3:9,26 4:2,5 40:10 42:2 59:10 4:16 5:21 6:12 fine 35:25 49:2,3 8:11,21,25 9:24 50:12 57:26 71:3 14:13 16:2,24 finished 13:22 48:2 17:26 20:2,3,14
e-mails 41:7
22:1623:1431:17' 35:20 36:17 53:20 j 59:11 61:21 front 27:2 42:11 full19:2 43:13,14 fully 51:8 further 24:13 56:20 67:17 future 20:18 30:22
______Q _____ gave 53:6 Gedeon8:26 general1:23 10:15 20:14 22:18 24:15 39:20,22 44:21 generalized 31:22 generally 8:24 45:8 72:25 geographic 11:5 geographical! 0: 16 gets 34:19 72:25 getting21:12 46:11 49:24 54:7 73:7 give7:1410:18,20 11:1617:1419:3 20:19 21:10 31:23 34:9 35:17 38:15 40:19 41:25 42:3 42:5 45:15 57:25 58:5 59:14,23 63:25 64:7,14,19 65:6,18 67:26 69:5 70:7,11 71:3 73:6,8,13 given 4:18 5:24 31:15,22 42:25 45:23 66:18 72:21 gives 11:12 34:26 46:7 67:23 giving40:18 56:17 60:18 62:4 glad 59:18 74:12 glancing 19:18 go 7:6,25 11:4,15 18:8,26 19:16 25:14 31:20 40:20 41:20 50:3,3,24
Page 6
52:22 59:4 60:9 63:9 66:10 70:8 73:4,15 goes 34:19 49:20 60:26 going 7:24 8:4,17 11:3,1912:8 13:12 16:17 28:17 28:18,21 29:13 30:18 31:10 33:17 38:25 41:21 42:2 43:16 44:17 47:13 47:23 48:9 49:20 49:22,26 52:15 53:6,12,15,18,25 54:3 55:21 56:8 58:9,14,24 66:21 67:3 69:16,23 gone20:12 34:13 34:14 66:13 good 7:16,19 9:3 11:16 21:26 24:10 24:12 33:22 35:26 38:9 40:19,20 42:2,14 44:11 54:25 56:14 57:3 60:5 72:8 74:10 74:10 GOODWIN2:6 gotten 52:10 goulash 8:16 graduating 3:26 4:2 grand 62:22 great5:23 10:13 18:15 19:23 35:22 greater 21 :25 grounds 35:26 grow42:20 Guaranty 5:7 guess 55:5 69:10 guidance 25: 19 74:6 guidelines 19:12 42:25 H half46:7
.
---~-
half-backed 60:24 half-baked 44:10 60:22 hand 16:16,16 30:20 48:2 handing 36:5 handle48:7 handling 33:6 happen 11:22 15:7 29:4 30:25 31 :4 37:22,26 41:11 55:20 happened 18:4 51:1155:11 happens 13: 19 34:15,19 37:3 41:6 42:20 60:15 65:24 happy 19:23 36:4 70:10 71:19 72:9 74:13,13 hard 14:3 31:9,10 41:21 69:23 harder 56:9 Hardman3:6 harm 21:20,22,24 23:2,5,6 24:22,24 33:11 Harris 1:23 57:2,3 57:8 65:7 having 6:8 24:10 36:17 49:10 52:5 66:21 headache 50:19 headline 8: 12 heads 60:19 hear49:2 53:3 62:2 heard56:5 hearing 6:5 31:17 46:5,9,11,20,21 47:3,4,20 51:16 52:2 54:15,21 57:10,16 58:7 59:9,11 67:6 68:21 hearings 57: 17 HEATON2:9 held 47:17,20
--. -
'
help 31:3 69:6 helped 56:6 helter-skelter 52:19 her3:8 16:16 24:10 58:14 high 9:9 40:23,25 56:14,18 59:19 higher 9:7 him 3:7 32:15 hired 3:5 hold 18:23 25:7 holiday 52:13 68:20 69:7 holidays 60: 12 74:13 HOLLAND2:8 14:11 48:11 49:13 50:21 55:24 65:20 67:21 72:7 HOME 1:8,9 Honor 27:12 28:2 29:5 30:26 31:6 31:23 32:8 35:21 38:18 39:22 45:5 45:9,21,23 46:8 46:19 47:10,18 48:11 52:3,23 53:2 54:11,14,20 55:24 56:6,10,11 56:17,22 57:3,5 57:16,25 58:6,13 58:22 59:4,8,12 61:21,22 62:10,15 64:6,10,15 65:20 65:23 66:24 67:6 68:10 69:2,3 70:26 71:19 72:24 73:3 74:9 HONORABLE 1:15 Honor's 31:9,10 54:2 58:17 72:21 74:6 hopefully 7:5 huge49:6 human60:16 hundred 48:8
31:24,25 ' individuals 72:21 indulged 69:3 informal5: 12 6:23 I informally 5:12,16 ID28:3 information 9:23 idea 12:13 13:2 10:10,14,16,17 16:10 18:20 28:20 11:13 14:2,6,24 29:20 38:4 40:12 17:5,19 20:17 59:5 62:22,23 21:14,18 24:8,18 identification 27:4,24 28:25 14:22 28:5 29:6 31:14,16 32:18 66:7 33:11,20 35:17 identified 16:4,7 36:18,19 37:18 26:23 39:9,19,21,25 identifies 16:17 40: I 0 45:24,25 identify 11:8 14:19 46:25 60:7 63:2 27:8,10 28:6,16 68:12,16 72:16,23 28:18 30:12 73:18,26,26 identity 10:11 informs 26:18 immediately 34:13 infrequently 65:24 68:21 initial20:6 56:16 impact37:14 initially 63:16 74:5 impartial6:7 inquiry 5:15 importance 7:3,3 instead 8:6 10:20 important4:19,24 48:19 60:25 14:18 17:2123:10 instructions 26:5 23:10 32:21 33:8 68: II 34:3 45:11 51:4 insurance 1:5,21 53:15 57:1166:19 3:17 68:9 insured 5:6 imposed 58:16,19 insurers 3: 12 imposing 48:17 intend 6:3 impossible 31 :20 intended 62:13 inaccurate 58:24 intending 68:17 inadvertently intentions 51:18 36:12 interest 10:9 14:5 ' INC 1:8 23:6,8,17 24:23 inclination 7: 11 33:26 36:2 53:23 inclined 60:10 interested 25: 11 include 9:26 73:19 32:3 38:6 41:26 including 22:23 44:22 41:2467:15 internal21: 17 incur 21:24 intrusive 39:2 indeed 4:9 13:7,20 investigation 30:4 24:4 60:12 invite71:14 Index1:12 involved 4:25 5:14 individual! 0:11 15:8 22:23 37: II
'
hundreds 26:18 hurricane 5:25 48:22
'
----
-----
. . . .-
- .
--
Page 7
(
'
L2:12 Labs 8:25 larger 61:2 last 14:20 15:5,9 K 27:9 28:15 31:17 keep 6:19 26:24 32:23 51:24 57:16 J 31:15 32:13 48:24 68:25 74:4 January 37:22 49:3 48:25 49:18,19 lasted 43:21 Jersey 1:19 50:26 61:16,17 late 12:26 job 7:19 10:13,15 keeps 46:11 later 8:7 33:10 15:21 16:26 17:6 Kelly 3:8 38:11 50:12 65:11 17:15,24 28:9 key 12:14,15 31:5 law 1:18 2:3,7,11 30:15,17,20,25 43:18 53:14 3:9 6:15 7:20 Jonathan 1:23 kind 7:2 11:26 8:12 26:21,25 56:26 35:10 37:19 40:14 34:12 38:19 47:11 Journal6:16 8:13 47:26 50:19 56:13 57:22 73:11 King 1:22 judge 5:9,13 8:12 lawyer 41:8,9 18:16,17,17,23 knew4:22 leads 3:4 26:12 61:8 71:24 knock30:22 leave 54:11,20 know3:6,7,13,19 leaving 54:8 68:21 72:7 judges 23:25 24:2,2 6:2,17,23 7:6,12 leeway 57:26 34:12 7:16 12:26 13:10 left 16:16 61:8 judge's 18:15 13:24 14:8 16:19 72:11 20:13,14 21:9,9 judgment 9:18 legal21: 16 23:24 28:9,10,12 lesser 66:20 15:22,23 16:7,9 16:23,26 17:4,9 28:21 29:25 30:18 let 6:2 7:6 10:18,20 17:23 23:16 25:5 32:4,22 35:4 13:3 38:5 49:21 25:25 26:15 27:17 36:15 37:8,17,19 49:21 56:26 60:4 37:24,24,26 38:5 43:10,12,13 44:2 73:4 44:5,8,13,25 38:23,24 40:8,9 letter 5: 12,21 ,23 ,26 45:14,17 46:9,20 40:25 41:7 42:22 6:12,14,15,17,23 46:24 48:16,25 42:25 43:8 46:10 7:8 50:11 51:7,13,17 47:22,22 48:14,21 let's 8:3 43:11 49:6
41:8,9 60:16 involves 3: 14 involving 5:5 14:26 issue 12:14,15 15:2016:1217:11 18:2 20:24,24 22:15 23:19,22 34:2,4,7 41:14 43:9 44:2,23 47:2 54:15 55:20 56:5 63:17 64:6 67:8,9 70:19 72:2 issued 18:3 19:5 73:21 issues 5:24 7:24 16:13 25:18 45:12 46:15 47:4 48:5 48:19,26 53:25 59:21,25 60:2 68:6,26
52:12 54:14,18 57:10 61:11,14 62:11 judgments 60:22 Judicial4:7,15 junior 6:25,26 jury 16:11 just 11:2 12:8 17:4 17:18 19:3 20:13 20:15 24:3,3,7 25:22 26:13 31:12 33:5 34:3 35:12 35:19 39:5 45:9 45:18 47:19 49:14 50:21 57:4 58:8 61:15 64:6 66:8 72:15 Justice 1:15 39:15
49:7,15,16,17,21 49:22 50:4,21,24 53:2,18 54:6,7,15 55:12 56:4 58:9 59:18 60:3,4 61:4 61:15 62:6,6,8,8 64:4 68:2 69:12 69:13,16 70:6 knowing 69:11 knowledge 5:9 28:22 29:18 34:26 known60:2 knows70:23 L
49:18,19,19,26 50:3 64:21 66:8 70:2 73:4 level 9:18,19 40:25 lieu 16:9 life61:7 light56:19 74:5 like3:25 14:14 15:4 16:6 31:25,25 37:19 42:19 47:14 47:21 49:4 52:3 61:21 65:10 70:9 70:26 Likelihood 16:12 likely 3:19 limit47:2 limited 47:5 line 26:17 35:25 41:16,17 45:16 62:7 lines 27:19 lists 30:8 litigation 4: 11, 13 4:13 5:2 9:25 litigations 6:10 little 6:24 7:2 12:12 24:25 28:22 53:23 59:23 67:23 68:26 73:10,12 lives 60:16 living 11 :21 LLP 2:3,6,10 loan 12:1613:11 14:17,18,19,21,26 15:3,7,9 26:9,17 26:19,21 27:5,10 27:11,21 28:3,5 28:16 29:6,8,14 29:15 30:8,10,11 30:14,21,24 50:9 50:10,14,16,17 68:15 loans 1:8,9 27:15 29:23 log35:13 39:6,8,18 41:5,6 63:19 logistic 5:24 logistics 26:9
--
long 25:10 29:7 46:1153:2 longer 12:6 50:23 52:5 53:13 longstanding 56:13 look 11:5 12:20,20 12:21 31:19,21 34:6 45:19 47:13 59:16 66:3 67:26 67:26 looked 10:23 14:13 14:14 40:22 41:12 41:14 52:5 55:3 looking 52:3 65:24 looks41:15 lose 38:26 loss 68:15 lot 8:9 12:7,10 16:13 19:22 24:7 31:15 37:22 40:22 41:4 49:8,9,10,25 68:3,4 loud 21:6 love42:19 lower 61:19 Ltd 8:25,26 L.P 1:9
-
'
M M2:5 made3:17 6:14 7:17 10:413:23 17:25 23:20,26 26:2 28:4 33:3 36:23 37:3,23 38:9,12,13 56:8 57:9 61:4 66:9 Madison2:4 main55:8 majority 26:4 45:26 make3:3 7:10 8:2 9:1211:1917:17 19:14 20:16 21:6 31:4 32:2,24 33:2 34:17 36:1138:16 38:16 39:26 41:13 44:10 47:24,25
.
-- "
Page 8
49:5,6,16 50:17 53:26 61:9,10 64:22 65:20,25 67:16,22,24 69:22 70:26 71:21 72:25 makes 14:4,24 37:25 52:16 54:16 54:26 making5:15 24:9 malpractice 15:24 management 21: 17 Manhattan 12:4,5 12:11 MANISHA2:5 manner 10:14 70:25 manufacturing 10:22,26 11:6,11 12:5,6,7,10 many 12:20 29:6 29:22,22 34:25 47:23 55:12 70:21 MARK2:8 Marlow5:13 master41:15 materialS: 14 55:14 materials 16:22 53:3 matrimonials 15:11 matter 5:10,17,19 6:8 56:16 57:11 matters 6:11 57:15 Mauceri 3:8 4:5,10 4:17 5:4,17 6:3,8 6:25 7:7 Mauceri's 3:11 4:8 maven 14:8 mavens 28:23 may4:17 6:6 8:7 10:1713:17 23:16 29:21 32:3 34:20 35:19 37:9 40:12 41:4 45:20 52:3 60:22 61:3,14 63:4 maybe 13:11,18,23
-
28:26 32:24 40:12 48:6,25 49:12 61:12 62:2 65:9 66:19,19 69:7 73:10 MBIA 1:5,21 3:22 3:25 4:17,20 5:10 5:17 6:1110:6 20:9,10 25:19 55:19,26 56:4 57:11 58:2,12,20 65:14 67:15 72:18 MBIA's22:13,22 25:14 47:9 72:14 72:26 McCUSKER 1:18 mean4:21 7:2 11:1412:3,10 14:23 28:9 29:26 33:6 36:13,19,24 37:14 41:5 44:19 45:18,20 48:5 49:14,25 55:4 means60:6 meant 6:21 mechanica149:9 68:3 mechanism 13:24 20:25 39:3 66:7 medical15:24 16:3 meet48:14 57:24 58:18 meeting 36:26 meetings 4:25 members5:13 memoranda 7:20 memorial68:22 met40:23,24 57:21 methodology 27: 14 middle 52:13 69:7 might21:7 23:5 29:3 33:14 48:4 48:23 mind6:612:17 20:22 61:4 minimum 52:15 minor26:2 miscommunicati ...
----..
~
29:8 Miss 11:20 50:8 missing 23: 11 modifications 26:10 modified 10:14 26:20 molehi1156:3 moment37:10 40:16 44:15 66:17 Monday 65: 16 monoline3:12 5:6 month45:18 more 15:6 19:9 20:20 24:7 25:6 27:22 31:23 34:26 35:22 36:4 39:25 40:5,9 41:4,18 47:4 50:13 57:21 58:20 63:10 64:8 64:11 69:8 70:21 70:24 73:12 morning 51 :24 57:3 74:6 morph 37:20,21,22 morphing37:19 morphs37:3 mortgage 30:11 most 3:20 44:18,19 45:25 52:16 54:17 62:15 66:11,12 motion 16:7 17:3,9 17:24 22:4 23:16 25:12 32:20 41:23 42:24 43:5,10,12 43:13 44:3,5,8,25 46:6 48:16,20,25 51:16,22,23 53:18 54:4,7,1 0,10,12 54:19 55:18 61:11 62:16,17 63:26 64:24 67:5,17,25 72:14,20,24 73:25 74:7 motions 7:21 15:22 15:23 16:23,26 25:4,5,5 32:16 33:17 42:9 43:2
44:13 45:15,17 46:9,22,24 50:11 51:7,8 53:25 56:16 60:22 mountain 56:3 movant 39:24 move35:20 54:14 moved 72:16 74:5 much 13:2 20:5,20 22:8 34:26 36:20 40:9 48:13 54:20 60:11,12 63:10,13 70:24 72:7 must7:1517:2 19:6 21 :24 24:23 33:24 59:13 64:12 MYERS2:10 myself28:12 65:13 M-A-U-C-E-R-1 3:8 N N1:172:2 name3:8 13:7 16:2 16:18,19,26 28:26 30:14,20 names 9:26 13:15 15:20,21 17:6,13 17:14,15,24 50:7 53:7 66:9 72:19 73:22 74:4 naturally 41: 10 nature 12:15,16 20:18 32:10 34:6 62:19 necessary 10:17 23:23 44:20 need 7:26 8:8 14:18 17:6,7 23:8,9 24:7 26:19 31:15 38:22 43:3 47:9 52:14 53:25 54:5,20 65:12,13 69:9,21 71:13,15,15 needed 7:18 needs 20:20 33:22 47:16,19 48:2 49:8,25 53:2
54:14 58:13 63:22 71:4 negotiations 63: 15 neither 5:9 51:8 never4:19,20 5:2 20:22 24:6 59:3,7 59:9 62:13 nevertheless 18: 18 37:18 new 1:2,3,14,14,19 1:22 2:4,4,8,8,12 2:12 3:5 26:21,25 42:21 52:9,14 55:6,7,14 56:11 56:15 62:3,3 70:3 74:17 news35:2 next 1:25 7:7,9 13:8,919:11 30:14 39:14 46:5 46:21 62:6 night 51:25 Nonetheless 9:22 nonfinancial68: 8 nonpublic 21:13 33:20 46:18 noon 64:22 65:6 70:4,5,12 ' noted 57:11 notes 74:18 nothing 14:3,3,4 16:5 42:23 56:10 56:15 63:22 notice 63: 18 November 1:13 36:25 46:6,21 51:1767:14 number6:18,18 13:9,11 14:20,21 14:26 15:2,3,6,7 15:10 19:13 20:2 20:2,6 22:2,3 26:9 26:17,22,22,23 28:5,14,17 29:14 30:14 41:8,25 44:17 50:15,17 55:10 66:17 68:14 72:14 73:19
<
<
----- .
--- -
-. -
-- -- -----.-
Page 9
.numbers 10:2 14:17,18,1915:4 15:15,19 26:19 27:5,10 28:4 29:6 29:7,21,24 30:9 30:10 53:8 72:23 NYCRR9:3 21:26 0 01:15 objection 28:3 64:11 73:2 obligation 26:24 obviate 8:8 obviously 7:13 8:14 14:23 25:17 35:22 46:18 67:10 occupation 10:3,4 10:6 11:13 12:16 occupationall2:2 occupations I 0:9 occur 34:25 occurred 9:17 October 59: II off 13:4,5 16:5 25:8 27:5 47:8,19 68:13 offer 32:20 34:21 38:9,12,13 offered 32:14 office 51:24 official2: 18 74:16 74:21 often26:16 41:18 oh 18:21 44:11 59:24 okay 14:10 45:10 53:7 55:10 61:16 62:3 64:20 65:7 72:6 old 3:25,25,26 42:20 once 15:6 19:3 24:22 50:22 one 6:20 11:7 14:25 15:3,11,14,16 17:17 18:1219:18 19:20,23 20:8,11
-
22:2,13 25:24 27:9 28:23 29:15 30:6,10 31:13 33:3,6,18 37:21 38:641:17,21 47:7,26 48:8 50:9 50:13 51:4 52:17 55:4 57:14 62:14 71:2 72:18 73:11 ones43:24 45:12 53:15 66:20 68:5 68:7 70:3 only 10:15 26:8 36:8 38:8 40:3 42:20 open 9: I 0 23:22 46:3 51:22 opening 52:19 operative 22:25 opinion 4:7 5:22 6:18 opportunity 7: I 0 11:3 40:18 62:4 oppose 54:20 opposed 61 :23 65:19 opposing 32:19 opposition 52:19 55:7,10 65:14 67:24 70:9 oppositions 67: 18 option 47:5 oral61:24 70:15 71:15 order 7:26 9:9 13:11 18:11,14,18 18:22 19:5,14 21:11 23:20 25:14 33:2 34:16 46:23 59:3 64:7 68:11 ordered 40:6 orders 18:3 36:10 ordinary 17:26 organization 29:3 35:2 organized 14:15 original29: 14 34:1742:16
other5:13 10:17 14:24 15:12,19 17:5 18:3,6,14,16 22:16,17 23:14,25 23:26 24:2,18 25:3,24,25 28:18 30:19 32:19,19 34:12 35:11 38:8 42:9,17 43:11 48:2,4 49:7 51:2 53:17,19 54:5,19 68:20 others 11:15 14:14 otherwise 44: 10 62:14 71:6,25 ourselves 54:8 out8:4,10,20 11:16 II :20,23,25,26 18:4 19:26 20:24 21:6,25 25:20 27:24 28:21,25 30:21,23 31:2,16 32:9,14 33:11,24 36:16 39:5 41:11 41:16 47:10,11 48:19,26 51:2 56:3 57:23 58:8 62:25,26 66:15 72:15 outline 53:6 73:13 outwards 37:19 over 11:15 15:13 36:5 40:22 41:12 41:14 53:9 59:17 63:9 64:3 70:25 73:5,15 own42:22 owner 10:12 O'MELVENY 2:10
62:11 65:10,10,15 67:7 70:17 paragraph 20:8,13 20:15 21:8 parameters 19:17 49:15 Park 1:19,19 part 1:3 9:5 17:8 18:13 38:7 45:25 61:2 71:12 particular 9:15 11:9 14:26 19:2 20:11 27:21 30:21 32:2 parties 6:2,7,9,13 7:3 8:17 9:22,25 10:3 14:19 15:8 19:6 32:15 33:2 33:16 41:21,24 46:4,7,12,14 47:14 51:26 52:17 53:21 56:7 59:4,8 64:14 71:18 parts 54:5 party 20:6 25:24 27:19 43:3 67:15 passed 58: II past 34:25 pattern 56:25 58:15 Patterson 3:9,12 4:5,12,19,21,26 5:3 pending4:9 5:8,11 56:21 people4:22 28:25 43:23 50:24 60:13 peppered 12:23 per 51:26 perfectly 62:25 period 44:20 48:7 p 62:25 p 1:17,172:2,2 person I 0:26 II :9 page 1:25 20:8 12:4,14,15 13:8,8 pages 43:17,18,19 13:1016:17,19,20 43:21,22,23 17:16,2018:9 papers 30:5 41:23 28:23 30:21 39:15 45:26 52:17 59:18 42:21 62:23
-- -
personal5:20 12:23 13:21,26,26 17:573:18 personally 4:23 68:23 persons 17:18 person's 11:13 perspective 30:16 pertaining 3: 17 22:3 33:21 37:14 46:16 ph20:4 philosophical8: 17 pile 19:17 piles 8:9,9 place 18:23 placed 8:19 placeholders 42:8 ' 44:4 46:3 60:24 plaintiff I :6,21 5:10 ' planning 4:25 plant 10:22 II :2,11 12:5 plants II :6 pleadings 45:26 please47:7 plenty 50:2 plus 27:2 point 7:26 9:6 15:14 16:19 24:11 29:4,4 33:18 54:13 points 8:20 32:23 57:23 population 10:25 portion 19:12 34:18 40:21 48:3 61:2,7 70:16 74:7 portions 22:5 33:23 position 31: 14 34:22 35:3 38:19 54:9,13 possible 6:3 27:22 54:8 possibly 55:8 potential23:6 potentially 21: 19
. --
Page 10
practical54:6 practically 9:7 precarious 34:22 precisely 57: 12 precocious 3:26 prejudice 27:3 58:20 prejudiced 56:24 preliminary 3:23 44:3 premature40:7 preparation 17: 10 17:12 51:12 prepared 58:25,25 60:3 61:20 62:16 prerogative 58:17 present 46:19 presentation 38:21 47:2 61:22 presented 57:20 presents 22:12 press 8:24 36:13,17 principal3:5 6:10 principles 22:19 24:15 prior 57:9 privacy 9:24 26:25 28:20 private 29:13 30:21 33:9 privilege 35:13,14 39:6,8,18 41:5,6 63:19 privileged 39:11,11 39:12 41:17,17 probably 6:14 7:3 11:25 70:7 73:12 problem 22:2,3 27:26 45:2,3 49:15 57:24,26 59:15 problematic 52:16 problems 6:24 7:12 66:11 procedure 4 7: 11 procedures 22:18 24:15 proceed 46:14
proceeding 9:11 proceedings 3: 1 4:1 5:1 6:1 7:1 8:1,25 9:1 10:1 11:112:113:1 14:1 15:1 16:1 17:118:119:1 20:1 21:1 22:1 23:1 24:1 25:1 26:1 27:1 28:1 29:1 30:1 31:1 32:1 33:1 34:1 35:1 36:1 37:1 38:1 39:1 40:1 41:1 42:1 43:1 44:1 45:1 46:1 47:1 48:1 49:1 50:1 51:1 52:1 53:1 54:1 55:1 56:1 57:1 58:1 59:1 60:1 61:1 62:1 63:1 64:1 65:1 66:1 67:1 68:1 69:1 70:1 71:1 72:1 73:1 74:1 process 22:4,7 33:21 34:15 38:7 52:19 54:18,26 56:8 processes 22: 18 24:15 PROCTOR2:6 produced 19:2,4 34:18 73:20 Products 5:8 profitability 21 : 16 proposed 26: 10 27:14 42:15,15 62:5 proposing 20:6 proposition 8:21 proprietary 14:5 20:9,17,25 21:19 22:7 24:18 prospectus 30:6,8 protect 9:24 protected 18:2,14
protective 36:9 protector 28:8 protects 18: 19 provide 12:19 19:6 20:26 22:8 32:15 32:18 33:22 35:7 35:25 37:15 38:20 39:25 41:21 53:10 60:6 63:2,16 64:3 64:4 provided 23:3 25:19 26:5 32:17 42:26 provides 35:9 providing 62:18 public 6:14 8:23 9:19,24 10:5,7,9 14:2 16:20 17:25 20:10 23:6,8,17 23:20 25:25 26:2 27:23 29:17,18 30:17 31:16 33:12 33:25 36:23 37:4 37:5 38:21 39:6 39:25 44:9,10,15 44:21 47:3,12,13 47:19 53:12,12,23 61:11 66:10,13,16 66:1771:4 publication 6:15 27:23 publicly 30:10 publics 24:23 public's 27:4 pure 61:22 purpose 23: 15 32:19 43:20 purposes 26:15,26 72:26 pursuant 19:2 21:26 purview 24:9 pushed46:12 51:13 put9:14,15 25:22 26:15 30:14 38:11 39:8 47:19 48:12 55:6,24 58:14 63:4,5
, 56:20 57:14,19 59:14 60:18 63:17 69:23 71:7 Q reasonable 9:8 quality 38:2 20:21 question 13:3 reasonably 10:16 28:24 33:15 50:5 reasons 21:5 31:21 questions 8:9 71:19 31:22,24,25 33:25 quick 12:21 26:6 34:9 35:18 38:22 61:10 40:19 42:14 46:12 quickly 54:8 72:14 59:12 63:13,15,25 QUINN2:3 64:3,4 66:18 quite 13:22 25:10 70:24 71:5,11,11 quote8:1143:19 reca1152:24 quoted 59:18 received 5:12 quoting 8:25 16:24 recently 3:5,20 26:12 R receptionist 10:21 R 1:15,17 2:2 74:15 10:26 11:7,11 radar 6:19 12:4,14 raise 67:8 record 8:5 13:4,5 raised 53:20 67:6 16:6,18 25:8 raises 16:15 38:13 47:8 59:11 Rakoff26:12 63:4,8 71:22 73:7 randomly 19:21 73:8,14 reach 26:6 32:9 red 62:7 46:26 54:4 redact 12:24 20:7 reached 32:14 27:5,24 read 3:4 7:20,21,21 redacted 9:24 10:6 8:4 21:6 44:22 10:17 20:15 44:6 reading 20:13 44:26 45:2,4,5,6 ready 17:12 46:13 45:25 53:12 67:8 46:14 48:16 53:3 redacting 44:6 66:9 rea134:2,7 61:5 redaction 28:3 realize 60:11 35:12 61:2 62:5 really7:19 8:8 redactions 26:3 12:12 18:4 19:10 46:3 21:9 25:18 26:8 redact-able 68:2 27:16 29:17 33:8 reduce 19:13 34:21 36:2 39:2 reduced 19:17 43:22 44:15 49:17 reducing 56:7 49:17 58:2 60:16 referee 39:10,10 61:5 65:11 68:5 41:15,15 70:4 referenced 27:19 realm 33:12,14 references 42:8 reason 5:25 9:20 referred 44:24 19:6 20:9 21:2,4 73:11,11 21:10 27:9 29:20 refused 63: 16 35:8 39:22 40:11
puts 34:22 71:26 putting 50:5 69:17
. -"
-- -
--
---
-- -- -
Page 11
regard 25:21 26:7 26:9 27:15,18 36:1068:11 regarding 8:18 relate 53:24 related5:1121:12 21:15 22:6,12,13 22:16,19,22 23:14 24:15 33:19 relating 46:17 72:23 73:26 relatively 26:6 44:17 68:13,18 released 44:21 relied25:23 27:16 rely 38:10 39:5 43:22,24 44:14 relying 43:15 remain 3:21 6:7 18:2119:737:11 61:13 remaining 25:21 26:3 46:15 remains 24: II 64:16 remedies 22:25 remember 15:22 23:7 53:5 55:12 59:14 repeated 15:6 56:11 repeating 15: 19 reply 51:13,17,19 52:12,18,21,22 54:25 55:5,15,19 55:25 62:11 67:24 reporter 2: 18 74:16,21 represent 32:17 representations 3:16 represents 3: 12 22:5 repurchase 22:4,7 22:12,14,16,19,22 22:25 23:14 24:16 33:21 46:17 68:8 68:15
- -~
repurchasing 59:21 request 22:10 34:5 36:4 37:11 38:3 68:19 requests 22:14,16 22:19,22 23:14 24:16 58:20 required 63:25 requires 9:3,19 48:9 49:10 57:22 62:26 71:7 reserves68:15 resolution 46:26 56:21 resolved 7:25 44:19 56:24 respect 18:15 58:12 respectfully 56:19 68:19 respond 58:6 69:9 response 7:21 59:24 64:26 69:17 73:20 rest41:9,18 43:17 resubmit 33:17 resubmitting 25:4 result55:11,18 resulting 59:4 reveal10:10 24:17 24:21 revealed 10:7 14:18 17:2 29:16 36:25 revelation 21:21 review 19:14 59:2 64:2 revisiting 23:22 re-depose 18:9 Richter 8:26 ridiculous 15: 17 right 3:2 13:10 16: I 0,16 19:24 27:4,25 30:18,19 32:21 41:16 43:7 45:20 51:15,22 52:7 55:22 60:9 60:13,15,17 61:16
-- ---.
51:9 52:15 55:22 62:12 schedules 30: II scope 8:18 screen 6:19 seal8:19 9:4,10 19:7 21:14 22:9 33:23 36:2,6 37:17 38:22,23 41:25 51:23 54:19 55:18 56:17 67:17 72:16,20 74:5 sealable 37:10 sealed 12:25 18:22 19:15,16 22:7 23:9,15,24,24 24:6,12,17 32:13 34:5,9,10,19 37:11 40:19 42:6 42:12,14 43:17,25 44:8 45:24 46:25 s 59:13 61:13 63:20 s 1:17,20 2:2 66:22,22 69:21 sake 54:7 72:25 Sakura3:22 sealing7:15,16 salient 70:21 21:11,26 24:11 same 12:13 15:5,24 25:5 32:16,20 16:7,2117:18 33:17,25 41:13 18:26 24:26 28:19 42:11,15,15,24 29:23,25 34:8 43:2,4,26 46:6,22 42:7 43:9 55:20 48:19,26 51:8,11 60:17 69:20 51:11,16 53:4 sampling 42:3 54:4,7,10,16 Sanctions 58:16 56:13 58:25 59:6 SARAH2:5,9 64:4,5,24,25 satisfy 36:4 SEC 30:7 36:23,26 saying 10:21,25 second 15:26 23:13 11:712:713:13 25:7 47:7 56:10 16:5 17:16,18,20 56:17 69:2 24:6 28:26 30:23 secret33:15 34:6 40:24,24 49: II 36:18,21,24 52:8 55:16 59:24 secrets 24:17,21 61:18,19,25 64:12 section 62:3 69:16,19,21 secure28:19 says 6:23 8:13 securities 1:8 13:16 16:16 39:10 41:16 securitization 3:21 50:8 4:8 5:5 14:20,25 schedule 48:21 14:25 15:2,5
62:12 64:18,23 66:11,12,14 67:12 67:13 69:14,21 70:13 risk 26:22 65:23 ro1120:2 Rosen 1:18,20 31:8 32:9,14,20 34:3,4 34:20 36:6 38:8 38:18 39:13,17 45:3,5,8 47:9 54:23,24 57:4,23 58:5 59:18 64:24 64:26 65:3 70:18 70:26 71:24 Rosen's36:10 40:12 routinely 36:9 rubric 19:8 rulings 54:2
28:15,17 50:15 securitizations 3:18 22:15,17 23:18 security I 0:2 13:9 15:4 53:8 73:19 73:23 see7:1210:24 18:21 19:22 31:25 31:26 33:9 40:3 42:19 43:2 45:17 45:18 49:9,10,19 50:3 53:11 58:9 60:9,17 63:9 65:3 70:2,8,14 72:9 73:4 seeing 41 :26 57: 13 57:13 seek41:24 seeks21:14 22:9 seemed 28:15 seems 27:3 37:7,8 seen23:12 57:12 58:15 send 39:10,15 41:14 senior 6:26 sense 16:20 24:25 25:3 44:9 52:16 54:17,26 60:23 sensitive 53:22 sent22:19 24:16 39:19 sequence 25:13,14 50:15 72:14 series 15:18 24:19 63:3 serious 30:9 service 68:22 SERVICING I :9 set41:23 46:10,13 47:10,1152:9,17 57:17 59:13 60:5 sets 66:25 settled 3:23 several 57: I 0 shareholder 21: 16 36:22
'
'
---
Page 12
shareholders 36:26 shares 36:20 Sharif20:4 Sheth2:5 20:3 28:2 29:5,11 30:2,13 30:26 31:6 45:21 56:2 57:11 62:10 63:14 64:10 65:14 67:14,23 68:7 69:2,9,19 70:9,13 71:18 72:12,13 73:17 74:9 Sheth's 62:23 66:4 short48:7 show 21:25 31:15 61:20 showing9:3 28:5 35:26,26 56:18 shown24:20 shows48:13 side 18:7 54:19 66:24,26 sides 43:23 side-by-side 64:7 significantly 58:21 simple28:10 simply 27:5,24 68:20 simultaneously 51:12 since3:12 4:5 16:5 38:4 56:22 single 26:17 sitting 7:7 29:2 situation 34:25 51:15 54:6 55:21 six39:14 41:16 61:7,9,12 Sixth 8:22 slight 60:25 social9:26 13:9,16 15:4 53:7 73:19 73:23 sole 10:12 solely 68: 18 some5:23 7:14 14:14,21 30:3 31:17 33:8 35:9
...
36:3,19 54:3 57:25 66:7 somebody 24:9 29:2 49:10 somebody's 30:23 something 14:24 19:15 32:7 36:9 37:3,4,7,9,9,24 38:24 40:15 41:2 41:23 44:7 47:22 48:4,5 52:20,23 52:25 53:13 57:4 57:5 60:19 71:26 72:11 somewhat 8:5 soon 6:3 sooner49:6 sorry6:21 31:8 72:13 sort35:19 66:7 sorting 48: 19,26 sought4:16 sounds 52:2 61:20 southern 11:11 So-and-So 11:20 speak 26:8 57:7 special41: 15 specific 10:10,16 28:6 29:8 31:24 45:23 74:2 specifically 65:25 specificity 11: 14,18 35:23 63:10 spend 12:26 13:2 41:22 60:7 64:17 spending 48: 18 spent7:16 25:17 41:26 62:25 spreadsheet 13:23 19:25 spreadsheets 12:18 12:23,24 13:7,21 26:16 Square2:11 stage 17:21 40:7,16 stages 3:23 4:3 stand 16:8 61:15 standard 9:5,6,9
'
56:13,14 57:21 59:20 61:26,26 73:10 standards 16:3 58:19 standpoint 61:22 stands 72:5 start 8:3 69:17 started 15:13 25:12 state 1:2 8:22 18:17 26:25 74:17 stated 17:4 statement 3:3,4 20:14 statements 27:13 45:7 72:21 status 20:10 23:25 stenographic 74:18 step 40:4,5 44:4 stepping 24:8 stew 8:14,15 still46:9 62:11 66:2 stock 36:20 stone 57:18 stop 32:5,6 36:17 storm 51:14 story48:8 strategies 21: 18 strategy 20:18 Street 1:14,22 strikes 22:10 string 41:7,10,12 strong 10:8 28:3 Structured 5:8 stupid 65:24 subject 7:24 50:23 54:4 submission 62:16 67:22 submissions 32:16 65:21 submit 46:23 52:17 54:18 65:26 68:17 submitted 17:3,7 27:6,13 33:5 42:9 43:13 51:8 subpoenaed 18:6,7 19:4
subpoenas 73 :21 subset47:6 substance 32:12 substantially 19:17 19:18 success 16:12 sufficient 11:8,12 12:12 20:16 33:5 33:7 63:2 sufficiently 11:2 21:2,23 23:3 24:20 suggest 11:10 62:13 64:17 suggesting 61 : 19 suggestion 51 :26 64:18 suit 3:14 5:5 Suite 1:19 SULLIVAN 2:3 summary 9:18 15:22,23 16:7,9 16:23,26 17:3,8 17:23 23:16 25:5 25:24 26:15 27:17 43:10,12,12 44:2 44:5,8,13,24 45:14,17 46:9,20 46:24 48:16,25 50:11 51:7,12,17 52:12 54:10,12,14 54:18 57:10 60:22 61:11,1462:11 supplement 68:17 supplementa155:3 55:17 65:21 67:16 67:22,25 supplementing 52:20 support 17:3 supposed 51:16 59:14 SUPREME1:2 sure 11:1914:15 17:17 29:19 31:4 36:1150:17 53:11 65:25 67:19 72:25 system 25:26 46:2
. -
66:14 T T74:15,15 table 29:2 51:7 68:13 take 12:19,21 19:21 28:7 40:12 49:26 54:13 58:3,8 68:10,12 taken 5:23 18:5 40:5,5 takes 68:3 taking 19:19 55:13 68:22 ta1k25:4 41:19 44:12 58:8 talked5:13 25:10 44:6 62:24 talking 9:8 11:17 12:21 19:21 28:16 28:19 29:9,23 31:26 38:5 62:14 62:15,19,20 66:15 67:21 68:13 team 51:24 technical 50:13 tell 16:2,17 35:5 37:20 38:25,26 39:19,26 41:2 49:20 58:18 70:24 telling45:19 59:4 71:10 ten 17:18 tenth 15:18 TERM1:3 terms 11:17,18 28:16 51:11 54:16 59:21 71:13 Terry-Ann2:18 74:16,20 test 33:24 testimony 18:7 21:12,15 33:18 43:15,16,20 thank 12:18 25:16 31:6 32:8 71:24 72:7 74:10,10
-
'
'
-----
... --
---
..
- -
'
Page 13
.,Thanksgiving 45:19 49:23 52:13 58:5 64:13 65:17 68:20,26 69:6 72:8,9 74:13 their 4:3 12:25 14:18 16:18 29:3 30:5 33:17 35:18 38:20,23 51:7,8 57:23,24 58:4 59:5 60:13 69:15 69:20 themself 16:18 thereof33:23 thing 15:24 17:17 17:18 23:8 26:8 31:13 38:8 44:11 45:11 50:13,19 62:14 things 3:7 6:20 25:3 30:3 33:8 37:15 38:6 40:22 42:19 49:7 55:3 68:21 think4:12,24 6:15 7:8,10,23 8:5,8,15 8:15 9:5 10:19 11:12,2412:9,11 14:9 19:12,16 21:5,7 24:3,7 26:10 29:10,12,13 30:24 31:7 33:9 33:13 34:14 37:25 39:24 40:6,20,22 40:22 41:3,4 43:6 44:16,17,19 45:14 45:22,22 46:4 48:13,15,23 49:9 52:14,15,16,24 53:8 54:5,16,16 55:4 56:2 58:5,24 59:3,16,20 60:5 62:18,23 64:13 69:3,1171:13,15 71:26 72:10,15 74:11 . thinking 31:17 third24:14 73:22
..
third-party 28:8 73:21,24 thornier 47:4 thorny45:12 though 12:8 69:12 thought7:14 15:2 28:10 62:24 67:21 thousand 66:15 67:2,3 70:21 thousands 26:19 three3:21 11:25 19:10,10 22:11,17 31:22 39:11,21 43:17,18,19,21,23 43:23 48:7 50:15 68:25 through 11:4,19 18:23,26 19:16 20:12 25:18,26 26:23 27:19 31:11 40:20 42:2 49:21 58:8 59:9 68:22 throughout 57:12 time 5:23,24 7:9,16 12:13 13:2 17:8 23:21 24:5 25:10 25:18 28:19 29:17 30:22 32:6 34:8 36:14,21 42:2 43:3 44:20 45:16 46:11,11,13 47:3 48:7,13,18 50:2 50:10 54:11,11,20 58:6,6,8,11,13,17 58:20 60:3,7,17 61:10 62:26 64:8 64:11,14 65:13,13 67:7,23 68:4 69:8 69:9 timely25:6 times 2:11 34:25 55:12 57:10 timing 56:5 title 10:15 16:26 titles 15:21 17:6,15 17:24 today 5:26 7:25 8:12,20 9:21
. ..
32:24 42:26 44:16 45:7 53:6 54:2 57:9 63:3,4 64:16 68:11 together 69:18 told 5:11,15 14:11 tomorrow 51 :23,23 62:17,17,18 64:8 64:11 topic 39:20 40:13 40:13 towards 5: 15 trade 24:17,21 33:15 34:6 36:18 trails 4:3 transactions 74:2 transcript 74:18 transcripts 21:22 22:6,9 35:16 transform 28:25 50:9,16 transformed 18: 12 29:15 tremendous 7:2 33:1148:17 trial1:3 16:1017:4 17:10,11,2123:23 26:11,13 tried 16:11 59:23 TROMBLEY 2:5 true 14:8 42:23 66:23 71:8,9,21 74:18 truth 16:17 try 11:16 46:18 49:6,20 51:2,25 trying28:14 32:13 37:17 38:21 41:22 42:2 48:15 52:11 Tuesday 52:24 turkey 60:15 turned 62:25 tweak69:15 two 11:25 22:3,15 29:25 30:3 33:20 42:6,17 46:7 63:26 73:20 two-step 54:26
--.
Tyler3:10 type 10:15 17:19 types 22:9 45:24,24
u
unable 46:26 uncomfortable 35:3 38:10 under8:19 9:13 19:5 26:21,25 31:3 understand 30:23 39:4,13,17,26 43:11 59:26 65:25 69:10 understanding 13:6 59:7,10 understood 30:26 61:25 undertake 24:4 undone 72:11 undue27:3 unearned 20:19 unforeseen 6:5 Unfortunately 5:22 unilaterally 60:18 unique 14:25 universe 26:3 68:19 unless 43:12 unopposed 72: 17 74:3 unprivileged 41:18 unredacted 32:15 67:8 unseal33:7 unsealed 40:17 42:4 unsealing 40:21 unspecific 11 :2 until24:12 45:15 49:16 50:23 51 :24 54:17 61:13 64:11 68:19 72:10 updated 49:21 upstairs 6:21 urgently 62:15 URQUHART 2:3
use 16:23 27:14 28:5 30:10 32:18 45:1050:11 used 15:21 42:20 42:22 43:18 useful63:6 using 14:20 15:25 15:26 16:4,22 42:21 usually 39:9,10 41:6,14
'
v
v3:144:118:25 55:19 vaguest 38:4 variety 46:12 various 31:21 vast45:26 version 31:18 42:5 versions 32:15 42:7 ' versus 5:3 23:8 27:10 very3:23 4:2,12,19 4:24 9:9,16 12:26 14:17 23:10,10,10 26:2 31:12 32:12 33:15 34:3,22 35:3,24 37:25 38:6,9 40:24 44:11 45:23 46:3 48:7,14 56:18,23 57:16 59:19 60:11 60:11,12 67:23 69:23 70:13 72:7 72:14 view9:7 13:13,15 33:18 51:10 59:24 views38:15 55:5 Virginia 10:22 11:12 Volberg2:18 74:16 74:20 voluminous 12:18 12:22 26:16 27:18 ' vote 37:2
w
wait 54:17
Page 14
. waive 35:20 walking 35:24 59:8 want 7:13 8:11 9:1211:15,18,18 11:2112:1214:16 17:17,18,1919:21 20:10 32:4 35:8 36:11 37:24 40:13 42:4,6,1 0,1 0,12 42:13,14 43:19,22 43:24,24 44:4,5,7 44:8 45:20 50:16 52:10 53:11 58:3 60:16,21 61:5 62:5,5 63:10 64:11 65:3,10,24 65:25 66:2 68:5 70:23 71:2 72:25 wanted 6:2 7:6 26:8 55:2 67:8 wants 20:7,10 32:7 35:22 36:16 48:23 49:2 56:4 57:25 ' 61:21,22 67:16 warrant 63:23 warranties 3:16 wasn't64:3 watch 30:25 water 18:23 way 8:6 10:23 14:21 15:13 16:21 19:11 33:6 34:11 35:6,6 60:8 61:20 63:6 69:7,25 70:15 ways 35:11,13,14 35:16 Webb3:10 website 30:7 week46:7 47:17 52:24,26 weekend 64:18 68:23 weeks46:8 58:9,10 68:25 weigh40:25 (.- ;,weighed 23:5 - ...... .well6:19 8:23 9:16
27:12 33:6 45:26 46:19 47:5 65:22 67:9,11 70:13 73:23 well-established 56:12 went3:6 15:12,12 53:8 59:17 were4:22 5:14 9:13 10:18,19 19:4 24:2 28:11 31:22 51:20 57:18,19 58:25 59:14 61:20 63:25,26 66:16 67:21 69:17 Westl0:22 11:11 western 12:6 whatsoever 9:10 while 3:25 10:6 18:15 23:16 50:21 52:11 54:2 71:2 whole9:4 18:16 20:8 24:3 30:15 41:10,22 63:3 willing47:15 50:12 wish7:10 withdraw 72:20 74:6 witness 16:4,4,6,8,8 16:15,23 17:2,5 43:16,16 68:12 73:18 witnesses 15:20,21 16:22,25 17:6,13 17:22,25,26 wizard 13:17 wonderful64:17 69:15 70:21 words 15:12 28:18 39:11,14 work3:114:8,17 4:23 5:4 6:3 9:13 11:3,16,23,25,26 13:24 14:4 25:20 31:9,10 40:18 41:19 45:16 47:26 48:3,12 49:8,9,11 49:12,25 50:3
--
51:2 52:9 58:8 62:25 worked 4:18,20,21 5:2 6:9 9:16 62:26 working 4:10,11,22 5:17 7:23 25:18 45:19 61:16,17 68:24 works 5:18 8:26 world 12:6 18:16 51:10 worried 50: 13 worry72:3 worrying 40:7 worth36:20 wouldn't 11:8 writing 8:6 30:5,8 32:17 71:23,23 73:6 writings 37:16 written 8:4 19:26 55:12 71:12 73:9 X X 1:4,12 40:19
66:25 1,100 27:2 1,118 25:22 1-5678 15:3 10-A15:17 10:00 65:12 100071:14 10010 2:4 10018-1405 2:8 10036 2:12 105041:22 113 1:22 12th57:18 1234567815:3 13th 57:18 151:13 14:25 37:21 37:22,26 41:8,11 66:19 15th 36:25 41:11 64:16,17 150 12:18,22 160 43:21 19-a27:13 2 2-654 28:17 2:30 51:24 20 48:3,6 66:19 20th64:19,21,22 67:7,14 68:5 200 20:3 2000 9:2 2006 37:9 2007 37:9,14 2008 56:22,23 2012 1:13 36:25 37:13,14 213:25,26 21st 65:9 2101:19 216.1 9:3 22:2 22 9:3 21:26 22nd 2:4 64:13 23rd 65:15 26th 65:9,11,18 67:18,22 68:2 70:4,5,5 27th51:18 52:12
.....
-
52:22,24 65:9,12 70:10 274 8:26 28th 70:10,11 2946:21 51:17 29th 46:6 52:15 58:7 60:4 64:15 65:2 70:20 71:14 71:17 72:10
--------
3 3 1:3 3-422 50:16 30047:26 3011:19 3215:12 66:8 3541:7,12 4 400 26:3 66:16,17 422 50:15 4526:2 4611:20 5 5th46:10 48:17 57:17 5:00 51:23 64:21 512:4 6 6th46:10 48:17 57:18 60 1:14 600 66:17 602825/08 1: 12 620 2:7 63 25:12,13 630 66:15 6425:13 72:15 73:15,16 74:8 640 25:25 7 7 2:11 71220:2
'
y
yeah28:1244:11 year 3:25,25,26 . 37:4 yesterday 5: 12 28:11 York 1:2,3,14,14 1:22 2:4,4,8,8,12 2:12 26:21,25 42:21 74:17 younger42:18 youngest 3 :20
--
'
z 15:13
0 079521:19
----------------
1 18:26 27:19 1,000 11:6 27:20

-.
--.-
. ------
..
--
. . -- -

Bransten Clerk

Transféré par

Informations du document

Copyright

Formats disponibles

Partager ce document

Partager ou intégrer le document

Options de partage

Avez-vous trouvé ce document utile ?

Ce contenu est-il inapproprié ?

Droits d'auteur :

Formats disponibles

Bransten Clerk

Transféré par

Droits d'auteur :

Formats disponibles

FILED: NEW YORK COUNTY CLERK 11/26/2012

NYSCEF DOC. NO. 3346-2

INDEX NO. 602825/2008 RECEIVED NYSCEF: 11/26/2012

COUNTRYWIDE COUNTRYWIDE COUNTRYWIDE COUNTRYWIDE and BANK OF

- - - - - - - - - - - - - - - - - - - - - - - Index No. 602825/08

THE HONORABLE EILEEN BRANSTEN, Justice.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Terry-Ann Volberg, CSR, CRR Official Court Reporter.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Proceedings THE COURT: All right. We will begin.

things, according to him. agree.

Her name is Kelly Mauceri, M-A-U-C-E-R-I.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Proceedings graduating from college. The cases are in very

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

a formal letter today.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

I will probably get

We will have to e-mail it to you. I'm sorry. I meant to have it

She was not a So, I

junior associate, she was a senior associate.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

spent a good deal of time on sealing so far.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Proceedings make decisions on it. So let's start at the beginning. Again, we

Chemical Works of Gedeon Richter, Ltd. at 274 A.D.2d 1

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

basically a compelling standard.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Proceedings plant would be sufficiently unspecific. not work. It just does

There is not going to be an opportunity for You can't there are

If you want me to, we can go over,

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

So, again, you have to -- I think,

But at the same time the idea that that The

person is a receptionist, that's the key issue.

know, I couldn't spend, because it came in very late, I

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Whatever happens, it would have to be We will have to be able to, indeed,

I made, maybe we can come back to the spreadsheet.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

looked at some like that. sure how it's organized. want.

Now, we get to the loan numbers. important. entirety.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Proceedings thought was this: If you have securitization number

There was double A, et cetera.

said this is ridiculous, we will do 10-A. tenth series of A, B, C.

It's doable even with the

this has to do with the summary judgment motions.

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Page 17 Proceedings the witness must be revealed. An affidavit or

job titles and business experts,

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Sheth affidavit, Exhibit 200.

The party proposing the initial designation is

want, MBIA wants it to be public.

And the status of

Terry-Ann Volberg, CSR, CRR, Official Court Reporter

Proceedings reason to do it. It's too broad; it's not sufficiently

That will not be a reason for me to give you a