FILED: NEW YORK COUNTY CLERK 07/01/2015 02:15 PM INDEX NO.

651789/2013
NYSCEF DOC. NO. 155 RECEIVED NYSCEF: 07/01/2015

EXHIBIT C
 PLAINTIFFS’ PROPOSED CMO 6/30/15

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK

In Re: RMBS Putback and Monoline Litigation

Index No. ______

This Document Relates To All RMBS Putback and (Friedman, J.)

Monoline Cases Pending in Part 60
IAS Part 60

(PROPOSED) CASE
MANAGEMENT ORDER

I. Application of Case Management Order

This Case Management Order (“CMO”) applies to discovery and pretrial-related

procedures involving the RMBS actions in this Part that assert claims for breach of loan-level
representations and warranties and related claims (“Putback Cases”) and those brought by
financial guaranty insurers (the “Monoline Cases”).1 In the event of a conflict between the
provisions of this CMO and previous case management orders and amendments thereto entered
by the Court in any Putback or Monoline Case, the terms of this CMO will control. Otherwise,
this CMO does not amend, alter, or supersede any provision of any other order issued by the
Court in any Putback or Monoline Case, including, but not limited to, any order staying
proceedings in any of the Putback or Monoline Cases. This CMO also does not amend, alter, or
supersede any existing agreement of the parties in any individual case to stay discovery or other
proceedings in any Putback or Monoline Case. Any party to a Putback or Monoline Case may,
by motion or other appropriate application to the Court or Special Discovery Master (as defined
below) for good cause shown, seek relief from provisions of this CMO in an individual case.

1
Currently filed Putback Cases assigned to this Part include: Index Nos. 651854/2014, 652877/2014,
652087/2014, 652088/2014, 652842/2014, 650312/2013, 650949/2013, 651936/2013, 651957/2013, 653048/2013,
650693/2013, 651627/2013, 650291/2013, 651959/2013, 651338/2013, 651789/2013, 652001/2013, 651958/2013,
153945/2013, 650337/2013, 651124/2013, 653703/2013, 652699/2013, 650692/2013, 651954/2013, 651174/2013,
650339/2013, 652686/2013, 653390/2012, 652985/2012, 652614/2012, 653783/2012, 652619/2012, 654147/2012,
654157/2012, 651282/2012, 653429/2012, 600352/2009, 651370/2014, 651371/2014, 651373/2014, 651388/2014,
and 652727/2014. Currently filed Monoline Cases assigned to this Part include: 652914/2014, 652853/2014,
651359/2013, 651178/2013 and 653979/2014. Discovery in the action U.S. Bank National Association v. UBS Real
Estate Securities Inc., Index No. 651282/2012, is currently stayed by order of the Court pending the defendant’s
motion to dismiss. In addition, pursuant to a stipulation dated September 9, 2014, the parties to the actions U.S.
Bank National Association v. Equifirst Corporation, et al., Index No. 650692/2013; Deutsche Bank National Trust
Co, v. Novation Cos., et al., Index No. 650693/2013; and Deutsche Bank National Trust Co. v. HSBC Finance Co.,
et al., Index No. 651627/2013, agreed to largely stay discovery pending the outcome of the appeal in ACE Securities
Corp. v. DB Structured Products, Inc. Further, case 600352/2009 is subject to a discovery stay. Any additional
Putback and/or Monoline Cases assigned to this Part will be subject to this CMO unless otherwise ordered by the
Court.

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This CMO does not constitute a determination that any of the actions coordinated for pretrial
purposes to the extent set forth herein should be consolidated for trial.

II. Objectives

It is the objective of the Court and this CMO to encourage and bring about the fair,
expeditious, and efficient resolution of the Putback and Monoline Cases. In an effort to achieve
this goal, this CMO sets forth certain omnibus case management provisions that, among other
things, will enable the parties in the Putback and Monoline Cases to conduct discovery without
imposing or experiencing undue burden, to address common legal or case management issues in
an efficient manner, to reach early settlements, and/or to prepare unsettled cases for trial.
Accordingly, this CMO contemplates the following elements:

A. A Master Protective Order (“MPO”) and Master Stipulation for the Production of
Electronically-Stored Information (“MESI”) to be applied across all Putback and
Monoline Cases (other than cases in which a protective order has already been
submitted or so-ordered), subject to any modifications sought in accordance with
Paragraph VI.A below;

B. Coordination of discovery where feasible and appropriate; the appointment and

compensation of a Special Discovery Master (as defined below); and other orders
as necessary to avoid undue duplication, limit unnecessary costs, and expedite
case dispositions through settlement or trial;

C. Early pretrial conferences in individual actions to explore settlement

opportunities, resolve pretrial management disputes, and establish discovery cut-
off dates;

D. Appointment of a Steering Committee and Liaison Counsel from counsel in the

Putback and Monoline Cases;

E. Coordination of motion practice concerning common issues that may arise.

III. Special Discovery Master

A special discovery master (“Special Discovery Master”) [is herein] appointed pursuant
to C.P.L.R. 3104(b) and shall make rulings on discovery and discovery scheduling disputes,
convene and conduct discovery compliance conferences on a regular basis, conduct settlement
conferences in any individual case in which the parties agree to conduct such conferences, and
have such other duties as specified by the CMO or the Court. In accordance with this Section III
of the CMO:

A. [In order to facilitate the fair, orderly and expeditious disposition of the
Putback and Monoline Cases, the Court hereby appoints Hon. Theodore H.
Katz as Special Discovery Master in connection with the Putback and
Monoline Actions pending in this Part.]

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B. Within 10 business days of his appointment, the Special Discovery Master shall
establish procedures for submissions to him, including the public filing of and
time periods for submissions to and decisions by him, and for resolving discovery
issues common to the Putback and/or Monoline Cases that are submitted to the
Special Discovery Master by one or more Steering Committees. Such procedures
shall also address page limits for submissions to the Special Discovery Master.
The Special Discovery Master shall issue written rulings reflecting his decisions.
The Special Discovery Master’s decision shall not be binding on any party in any
Putback or Monoline Case unless the party participates in the dispute by
submitting a Discovery Brief or Supplemental Brief, as defined below, to the
Special Discovery Master, in which case the decision shall be binding on such
party. However, where the Special Discovery Master in a particular case or cases
rules on an issue that has arisen or subsequently arises in other cases, it is
expected that the parties in such other case(s) will in good faith determine
whether and how the reasoning underlying the Special Discovery Master’s
decision on the issue guides them without the need of relitigating substantially the
same issue before the Special Discovery Master.

C. In the event of a discovery dispute or a dispute concerning the schedule for

discovery, including but not limited to a failure to provide requested discovery,
the parties to the respective case shall engage in good faith efforts to resolve the
dispute consensually consistent with Commercial Division Rule 14 and the Part
60 – Practices and Procedures. If, following such good faith efforts, the parties in
an individual case are unable to resolve their dispute, either party to such case
may refer the dispute to the Special Discovery Master, pursuant to the following
procedures and such additional procedures as the Special Discovery Master shall
establish:

(a) Any discovery motion, as well as any opposition or reply thereto

(each a “Discovery Brief”), shall be submitted to the Special Discovery
Master and served simultaneously via electronic mail on all counsel of
record in the relevant Putback or Monoline Case(s) in which the discovery
dispute arises.

(b) The moving party shall serve each Discovery Brief (along with any
affidavits and exhibits) via electronic mail to the Steering Committees at
the same time that it is served on the parties in the case in which the issue
is raised, provided, however, that to the extent that a Discovery Brief
(and/or any associated affidavit(s) and/or exhibit(s)) contains Protected
Information,2 the parties shall engage in good faith efforts to prepare a
redacted version and the moving party shall serve that redacted Discovery
Brief (with affidavits and exhibits) on the Steering Committees within one
business day of serving it upon the parties in the affected case. To the

2
Where applicable, defined terms used herein shall be assigned the same meanings as provided by the Stipulation
and [Proposed] Order for the Production and Exchange of Confidential Information applicable to the Part 60
Putback and Monoline Actions (the “Protective Order”).

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extent that the parties in the case in which the Discovery Brief is served
cannot agree on redactions, it is the responsibility of the moving party to
make such redactions as it deems suitable and the Discovery Brief shall be
treated as Highly Confidential Information unless and until the parties
reach agreement on redactions. The Steering Committees shall have
responsibility for promptly distributing the Discovery Brief, or its redacted
version, to their respective constituents.

(c) To the extent that any party to a Putback or Monoline Case

believes that a dispute in one action contains issues of broader
applicability, that party may submit a “Supplemental Brief” to the Special
Discovery Master; provided, however, that no party waives any right or
objection in connection with any issue in any individual case if it chooses
not to submit a Supplemental Brief. Any Supplemental Brief shall be
submitted to the Special Discovery Master and the Steering Committees
within five business days after the Discovery Brief is served on the
Steering Committees. Supplemental Briefs shall be no more than ten
pages (not including affidavits and exhibits), double-spaced, in twelve-
point font and shall specify the individual Putback or Monoline Case(s) in
connection with which the party is submitting the Supplemental Brief (the
“Supplemental Action(s)”). The Steering Committees shall have
responsibility for distributing any Supplemental Brief to their respective
constituents; provided, however, that the party filing a Supplemental Brief
shall also serve the Supplemental Brief on all other parties to the action in
which the discovery dispute arose and the Supplemental Action(s). Those
other parties shall then have five business days from the service of the
initial Supplemental Brief, or three business days from the service of the
opposition Discovery Brief, if later, to serve a responsive Supplemental
Brief, if any, on the Special Discovery Master, the Steering Committees
and all other parties in the Supplemental Action(s). For the avoidance of
doubt, no party is obligated to submit either an initial Supplemental Brief
or a responsive Supplemental Brief.

D. The Special Discovery Master shall report all rulings in writing accompanied by a
statement of reasons and shall provide copies of each ruling to all parties in the
relevant Putback and Monoline Case(s) and the Steering Committees by
electronic mail, with a copy to the Court, pursuant to procedures established by
the Special Discovery Master in consultation with the Steering Committees. The
ruling of the Special Discovery Master shall be final unless a party seeks review
of the ruling by the Court pursuant to the procedures established by Paragraph
III.E.

E. Any party subject to a ruling by the Special Discovery Master may request review
of that ruling by the Court. Such a request shall be made in a written submission
of no more than ten pages, double-spaced, with twelve-point font, within ten days
of the receipt of the Special Discovery Master’s ruling. Opposition papers, which
may be no more than ten pages, double-spaced, with twelve-point font, must be

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submitted within ten days of receipt of such initial submission. Page lengths and
time periods may be modified upon application to the Court for good cause
shown. The Special Discovery Master’s ruling must be attached to the initial
submission requesting the Court’s review. The Special Discovery Master must
receive copies of all submissions to the Court. The Court shall review the Special
Discovery Master’s decisions consistent with the standards applicable to review
of orders from federal Magistrate Judges pursuant to Federal Rule of Civil
Procedure 53(f)(3)(A),(4),(5), reviewing factual findings for clear error,
conclusions of law made or recommended de novo, and rulings on procedural
matters for abuse of discretion. Any such request for review shall stay
compliance with the Special Discovery Master’s decision, unless the Court orders
otherwise.

F. The Special Discovery Master’s fees and billing arrangements in connection with
the Putback and Monoline Cases, including the allocation of fees and costs, are as
follows:

1. The Special Discovery Master shall be compensated at an hourly rate of

$700, plus the Case Management Fee charged by JAMS, and shall be
reimbursed for any out-of-pocket expenses. The Special Discovery
Master’s fee schedule is attached hereto as Exhibit 1. For clarity, the
Case Management Fee for the first three days (i.e., 30 hours of time)
will be $400 for Plaintiffs and $400 for Defendants collectively (not
per-individual party), per day. As set forth in the fee schedule, the
Case Management Fee thereafter will be 10% of professional fees.

2. The Special Discovery Master shall prepare a monthly invoice for his
services, segregated by the particular cases to which the tasks he is billing
for pertain (each a “Billed Matter”), which he shall provide to all Liaison
Counsel. The Billed Matter for any joint briefing ordered by the Court or
the Special Discovery Master, or stipulated or otherwise agreed to by the
Parties shall be the master file described in Part IV.A. below.

3. Plaintiffs and defendants in each Billed Matter shall each pay half of the
portion of the monthly invoice associated with that Billed Matter, unless
the Special Discovery Master or the Court directs otherwise. Plaintiffs
and defendants shall each pay half of any amounts billed to the master file,
unless the Special Discovery Master or the Court directs otherwise.
Within plaintiffs’ share of the amounts billed to the master file, those costs
shall be allocated pro rata based on the total number of Putback and
Monoline cases. Within defendants’ share of the amounts billed to the
master file, those costs shall be allocated pro rata based on the total
number of separate Putback and Monoline defendants.3

3
Similarly, where a discovery dispute presented to the Special Discovery Master arises in more than one Putback or
Monoline Case, the parties to each case in which such dispute arises are responsible for their share of the amounts
billed for that dispute, unless the Special Discovery Master or Court directs otherwise. The same allocation within

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4. Liaison Counsel shall each be responsible for promptly distributing the

monthly bill to the responsible party. Each party shall be responsible for
remitting its allocable share of any Special Discovery Master monthly bill
directly to the Special Discovery Master.

5. To the extent the parties are not able to reach agreement concerning
allocation, the parties may submit their dispute to the Special Discovery
Master.

G. The Court hereby directs the Special Discovery Master to proceed with all
reasonable diligence in performing his duties.

H. The Special Discovery Master may communicate ex parte with the Court at any
time.

I. The Special Discovery Master shall maintain orderly files consisting of all
documents submitted to him by the parties and any of his orders, findings, and/or
recommendations.

J. The Special Discovery Master shall maintain normal billing records of time spent
on the Putback and Monoline Cases with reasonably detailed descriptions of his
activities, and the particular cases for which such activities were conducted.

IV. Filing Procedures [To be conformed and updated once the Clerk issues index numbers]

A. Files

A master file, known as In Re: RMBS Putback Litigation, has been established in the
Office of the Clerk of New York County for all Putback Cases assigned to Part 60. Entries on
the In Re: RMBS Putback Litigation master file shall be applicable to each Putback Case
assigned to Part 60.

A master file, known as In Re: RMBS Monoline Litigation, has been established in the
Office of the Clerk of New York County for all Monoline Cases assigned to Part 60. Entries on
the In Re: RMBS Monoline Litigation master file shall be applicable to each Monoline Case
assigned to Part 60.

This CMO shall be [e-filed] [by the County Clerk] in the In re: RMBS Putback Litigation
and In re: RMBS Monoline Litigation master files, and a copy shall be deemed to be part of the
record of each coordinated action.

A separate file shall also be maintained under a separate Index Number for each
individual action in the Office of the Clerk of New York County.

the plaintiffs’ and defendants’ respective shares stated in Paragraph III.F.3. applies in this context as well. For the
avoidance of doubt, when a party submits a Supplemental Brief in an action as described above, that party shall be
responsible for a pro rata share of the costs incurred in relation to that dispute.

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B. Captions of Cases

Every document filed in these coordinated actions that has general application to all
Putback Cases, such as submissions or omnibus motions by one or more Steering Committees,
shall bear a caption as follows:

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK

Index No. ______

In Re: RMBS Putback Litigation
(Friedman, J.)
This Document Relates To All Putback Cases
IAS Part 60

Every document filed in these coordinated actions that has general application to all
Monoline Cases, such as submissions or omnibus motions by one or more Steering Committees,
shall bear a caption as follows:

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK

Index No. ______

In Re: RMBS Monoline Litigation
(Friedman, J.)
This Document Relates To All Monoline Cases
IAS Part 60

C. Filing of Papers

1. When a paper has general application to all Putback Cases, the caption shall
bear Index No. _______ and the [parties shall e-file] [Clerk of New York County
shall file] such paper in the master file for the Putback Cases. The Putback
Steering Committee shall also cause to be filed in this master file all rulings by
the Special Discovery Master related to one or more Putback Cases and all
submissions by the Plaintiff and/or Defendant Putback Steering Committee(s) to
the Special Discovery Master. In addition, the parties in the relevant case shall
cause to be filed in this master file all submissions or orders involving more than
one Putback or Monoline Case. No further copies of the papers need to be filed.
Any document so filed shall be deemed to have been filed in each case to which it
applies and shall constitute part of the record of each such case.

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When a paper has general application to all Monoline Cases, the caption shall
bear Index No. _______ and the [parties shall e-file] [Clerk of New York County
shall file] such paper in the master file for the Monoline Cases. The Monoline
Steering Committee shall also cause to be filed in this master file all rulings by
the Special Discovery Master related to one or more Monoline Case and all
submissions by the Plaintiff and/or Defendant Monoline Steering Committee(s) to
the Special Discovery Master. No further copies of the papers need to be filed. In
addition, the parties in the relevant case shall cause to be filed in this master file
all submissions or orders involving more than one Putback or Monoline Case.
Any document so filed shall be deemed to have been filed in each case to which it
applies and shall constitute part of the record of each such case.

2. When a paper is applicable only to an individual case, the filing shall specify
the caption and index number information that applies to the individual case. The
Clerk of New York County shall not file such paper in either of the above-
referenced master files; rather, after receipt by the County Clerk, the County
Clerk shall file the paper in the individual case file under the appropriate index
number.

3. It shall be the responsibility of the attorney submitting any papers for filing to
indicate on each filing the captions and index numbers of all cases to which the
paper is applicable and to supply the Clerk of New York County with sufficient
copies of such papers to facilitate compliance with the directions of this
paragraph.

V. Steering Committee

Appointment of Steering Committees to act on behalf of plaintiffs and defendants in the

Putback and Monoline Cases will facilitate communications among the Court and counsel,
minimize duplication of effort, facilitate coordination of joint positions, and provide for the
efficient progress and control of these litigations. Accordingly, pursuant to this CMO:

A. Subject to the right of any party to any particular action to present individual
positions to the Court, the Steering Committees are vested by the Court with the
following responsibilities and duties:

1. To consider and propose future case management orders or amendments thereto;

2. To coordinate, to the extent practicable, briefing with respect to motions where

common issues briefing has been ordered by the Court;

3. To coordinate the argument of such motions;

4. To coordinate the selection of counsel to act as spokespersons at conferences;

5. To call meetings of counsel for plaintiffs and/or defendants in the Putback and/or
Monoline Cases, as applicable, for the purpose of proposing joint actions,

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including but not limited to responses to questions and suggestions of the Court or
of parties with regard to orders, schedules, briefs or stipulations;

6. To notify other plaintiffs’ or defendants’ counsel in the Putback and/or Monoline

Cases, as applicable, of communications received from the Court; and

7. To notify other plaintiffs’ or defendants’ counsel in the Putback and/or Monoline

Cases, as applicable, of common issues being briefed before the Special
Discovery Master before the opening brief is filed, to the extent such common
issues are brought to the respective Steering Committees’ attention in advance of
the filing; and

8. To maintain a master list of all counsel in the Putback and/or Monoline Cases, as
applicable.

B. The Plaintiff Steering Committee for the Putback Cases shall be comprised of the
following plaintiffs’ counsel:

 Michael Shuster, Holwell Shuster & Goldberg LLP

 Avi Israeli, Holwell Shuster & Goldberg LLP
 Christopher Johnson, Kasowitz, Benson, Torres & Friedman LLP
 Zachary Rosenbaum, Lowenstein Sandler LLP
 Michael Hampson, Lowenstein Sandler LLP
 Steven Molo, Molo Lamken LLP
 Harvey Wolkoff, Ropes & Gray LLP
 Brian Shaughnessy, Ropes & Gray LLP
 Robert Scheef, McKool Smith
 Maya D. Cater, Quinn Emanuel Urquhart & Sullivan, LLP
 Constance M. Boland, Nixon Peabody LLP
 Kevin MacMillan, Allegaert, Berger & Vogel LLP

C. The Defendant Steering Committee for the Putback Cases shall be comprised of
the following defendants’ counsel:

 Bruce Ginsberg, Davis & Gilbert LLP

 Brian Weinstein, Davis Polk & Wardwell LLP
 Barry Levin, Orrick, Herrington & Sutcliffe LLP
 Matthew Craner, Shearman & Sterling LLP
 David Woll, Simpson Thacher & Bartlett LLP
 Bryan Levine, Skadden, Arps, Slate, Meagher & Flom LLP

D. The Plaintiff Steering Committee for the Monoline Cases shall be comprised of
the following plaintiffs’ counsel:

 Peter Tomlinson, Patterson Belknap Webb & Tyler LLP

 Erik Haas, Patterson Belknap Webb & Tyler LLP

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E. The Defendant Steering Committee for the Monoline Cases shall be comprised of
the following defendants’ counsel:

 Brian Weinstein, Davis Polk & Wardwell LLP

 Barry Levin, Orrick, Herrington & Sutcliffe LLP
 Matthew Craner, Shearman & Sterling LLP
 Daniel L. Cantor, O’Melveny & Myers LLP
 Mary Kay Vyskocil, Simpson Thacher & Bartlett LLP

F. The Steering Committee for the Putback Cases and the Steering Committee for
the Monoline Cases shall coordinate with one another and with the Steering
Committee(s) for the RMBS Investor Cases to achieve, to the extent appropriate,
uniformity of coordination procedures across the RMBS Investor Cases, Putback Cases,
and Monoline Cases.

G. Notwithstanding the appointment of the Steering Committees, each counsel of

record shall have the right to participate in all proceedings before the Court as fully as
such counsel would have the right to do absent this CMO and to the extent such counsel
deems necessary.

H. The Steering Committees shall not have the right to bind any party as to any
matter without the express consent of counsel for that party.

I. Notwithstanding their participation on a Steering Committee, the members of the

Steering Committees shall remain free to represent the interests and positions of their
respective clients at all times. For the avoidance of doubt, firms and lawyers
participating on a Steering Committee shall not be considered counsel for any party in the
Putback or Monoline Cases other than the party or parties on behalf of whom that firm
and lawyer has appeared as of record.

J. To facilitate communications between the Court and the Steering Committees, the
following Liaison Counsel are hereby appointed:

 Michael Shuster, Holwell Shuster & Goldberg LLP (for the Plaintiff Steering
Committee for the Putback Cases)
 Erik Haas, Patterson Belknap Webb & Tyler LLP (for the Plaintiff Steering
Committee for the Monoline Cases)
 Barry Levin, Orrick, Herrington & Sutcliffe LLP (for the Defendant Steering
Committees for the Putback and Monoline Cases)
 David Woll, Simpson Thacher & Bartlett LLP (for the Defendant Steering
Committee for the Putback Cases)
 Mary Kay Vyskocil, Simpson Thacher & Bartlett LLP (for the Defendant Steering
Committee for the Monoline Cases)

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VI. Coordination Procedures

A. Standard Protective Order and ESI Stipulation

In any Putback or Monoline Case in which a Protective Order or ESI Stipulation has not
been filed with the Court as of the date hereof, the parties in such action shall, within fourteen
days of the Court’s approval of the MPO and MESI, file a Protective Order and ESI Stipulation
that is identical, with the exception of case specific information, to the MPO and MESI
(respectively, an “Individual Protective Order” and an “Individual ESI Stipulation”). The Court
has been advised that the parties to the Monoline Cases have agreed to negotiate additional
provisions for the Individual Protective Orders applicable to those cases that are not included in
the MPO, which could take longer than fourteen days. In addition, any party in an individual
Putback or Monoline Case may, for good cause shown, petition the Court or Special Discovery
Master for necessary modifications to the MPO or MESI based on the circumstances of the
individual case.

B. General Discovery Provisions

1. Production of Loan Files, Loan Tapes, and Underwriting Guidelines

In any Putback or Monoline Case where production of loan files, loan tapes and
underwriting guidelines has not already been completed, the parties to such action shall abide by
the following deadlines and procedures4. The following deadlines are stayed in cases which a
stay of discovery is in place. For such cases, the parties will meet and confer to identify an
appropriate date or event from which these deadlines will be calculated, and will seek an order
from the Court memorializing their agreement.

a. Within 75 days after the filing of the Individual Protective Order and ESI
Stipulation, each party will complete its production of what it understands to be
the loan tapes and loan files within its possession, custody or control for all loans
in the supporting loan group(s) at issue conveyed to each relevant trust,
identifying the applicable loan numbers for each loan file (to the extent known by
the producing party), unless the parties to an Action agree to the production of a
subset of loan files. Loan files will be produced in the manner set forth in the
Stipulation and Order Regarding the Format of Document Productions.

b. Within 75 days after the filing of the Individual Protective Order and ESI
Stipulation, each party will produce copies of the underwriting guidelines within
its possession, custody or control pursuant to which it understands the loans at
issue may have been originated.

c. Within 90 days of the filing of the Individual Protective Order and ESI
Stipulation, the parties in each case will meet and confer and report jointly to the

4
With regard to loan files and underwriting guidelines that are in the exclusive possession, custody or control of
third parties, the parties in an individual action may seek to modify these procedures, by stipulation or application to
the Special Discovery Master, for good cause, to allow for any necessary additional time (within the fact discovery
period) to secure production of the documents from such third party.

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Special Discovery Master regarding a stipulated procedure to determine promptly

the underwriting guidelines that shall apply to each loan plaintiffs will place at
issue and the contents of the loan files for such loans. In the event the parties are
unable to reach agreement on a stipulated procedure, the parties shall refer the
dispute to the Special Discovery Master for resolution within 90 days of the filing
of the Individual Protective Order and ESI Stipulation.

d. Once the loan files at issue and the applicable underwriting guidelines are
identified pursuant to the procedures described above, and a stipulation to that
effect is duly signed and entered, defendants will not be permitted to come
forward with additional evidence purporting to supplement or vary the loan files
and will not be permitted to challenge the contents of or attempt to revise or vary
the agreed underwriting guidelines absent prior agreement set forth in the
aforesaid stipulation or a compelling showing of good cause on motion. If the
motion is granted, defendants shall pay for any incremental reunderwriting
required by any supplemental production of loan files or revision of the
guidelines.

2. Deadlines for Search Terms and the Identification of Custodians

While each case shall be subject to its own scheduling order, the following schedule shall
apply for the exchange of and agreement upon initial search terms and the identification of initial
custodians to the extent such exchange and agreement is applicable or relevant to a party’s
collection of documents and has not yet taken place in a particular Putback or Monoline Case as
of the date hereof. All dates are to be calculated from the date on which a producing party serves
written responses and objections to requests for production of documents or the date of entry of
this CMO, whichever is later.

 Parties Exchange Organizational Charts and/or Working Group Lists

and Proposed Custodians: 25 days
 Parties Finalize Initial Custodian Lists: 40 days
 Receiving Party Identifies Proposed Initial Search Terms: 40 days
 Producing Party Responds to Proposed Initial Search Terms: 60 days
 [Monoline Cases:] Parties Produce Deposition Transcripts
and Exhibits for Initial Custodians 60 days
 Parties Finalize Initial Search Terms: ` 75 days

These deadlines may be extended by the Court or Special Discovery Master in any
individual case. For the avoidance of doubt, none of these deadlines are applicable to any case in
which a discovery stay currently is in place or in which the Court has entered an order extending
or otherwise modifying these deadlines.5 For such cases, the parties will meet and confer to
identify an appropriate date or event from which these deadlines will be calculated, and will seek
an order from the Court memorializing their agreement.

5
See footnote 1 above for a list of certain stayed cases.

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3. End of Fact Discovery

All fact discovery in the Putback Cases shall be completed within 18 months from the
date on which a defendant serves its answer or the date of entry of this CMO, whichever is later.
For the Monoline Cases, the end of fact discovery shall be negotiated on a case-by-case basis to
address the individual case needs, recognizing that the scope of the matters may be broader than
the Putback Cases.

C. Depositions

1. The parties in each Putback and Monoline Case shall meet and confer in good
faith to develop a mechanism for avoiding unnecessary and repetitive questioning of witnesses,
which shall be submitted to the Special Discovery Master for approval and, if necessary,
adjudication of any disputes. Unless otherwise ordered by the Court or Special Discovery
Master in any individual Putback or Monoline Case, each party shall be limited to 13 party
depositions, and depositions shall be limited to seven hours per deponent. Depositions of former
employees of a party shall be considered party depositions and shall count towards the party
deposition limit. Any limitations on non-party depositions, or depositions of or by servicers
and/or master servicers in those actions in which servicers and/or master servicers have been
named as third-party defendants, will be addressed by the Court at a later date.

2. Objections at depositions are to strictly conform to the Uniform Rules for the
N.Y.S. Trial Courts, Part 221—Uniform Rules for the Conduct of Depositions. Except to the
extent permitted by CPLR Rule 3115 or Part 221, during the course of the examination, persons
in attendance shall not make statements or comments that interfere with the questioning.

3. Parties are free to call the Special Discovery Master during depositions to resolve
disputes over refusals to answer questions or non-compliance with the Uniform Rules in order to
avoid the necessity of recalling the witness, and are encouraged to do so.

D. Sampling

State and federal courts have endorsed statistical sampling as a method of proving
liability and damages and as an efficient case-management tool in RMBS (and many other types
of) cases. In the Putback and Monoline Cases, two issues may arise regarding the use of
statistical sampling: (a) the appropriateness, in general, of the use of statistical sampling
evidence in the Putback and Monoline Cases, and (b) the admissibility of specific statistical
sampling evidence in each particular case. Plaintiffs support prompt adjudication of the first of
these issues; defendants have expressed that they disagree with that position.

Accordingly, if any defendant disputes the appropriateness of the use of statistical

sampling evidence in the Putback or Monoline Cases, the Defendant Steering Committee(s) shall
so advise the Plaintiff Steering Committee(s) in writing within 15 days of entry of this CMO.
Such writing shall identify the precise objections that the objecting defendant(s) have to the use
of statistical sampling. The plaintiffs and defendants shall thereafter meet and confer in an
attempt to resolve the identified objections. In the event they are unable to resolve their
differences, the plaintiffs and defendants in the Putback Cases and, separately (if they wish), the

13
 PLAINTIFFS’ PROPOSED CMO 6/30/15

plaintiffs and defendants in the Monoline Cases shall, within 90 days of the entry of this CMO:
(1) jointly submit a document identifying the disputed issues, and (2) each submit a brief in
support of its position. Such issues and briefs shall be limited to whether statistical sampling
evidence, in general, can be used by the plaintiffs in the Putback or Monoline Cases. The parties
will then have a further 30 days to respond to each other’s submissions. For both the opening
and responsive submissions, one brief shall be submitted on behalf of each set of plaintiffs
(Putback and Monoline, respectively), and one on behalf of defendants (same). The Court will
thereafter rule, after hearing argument should it deem that necessary. 6

D. Summary Judgment Motions

The Steering Committees will work with the Court to establish appropriate briefing
schedules and common issues briefing, as feasible, for any anticipated summary judgment
motions. The Court will schedule a conference at an appropriate time to address summary
judgment motions in greater detail. Except as specifically stated herein, nothing herein shall
prevent a party from filing a summary judgment motion in a particular case.

F. Verifications of Borrower Eligibility

It is the position of the Putback and Monoline Plaintiffs that certain confidential borrower
information must be used in conjunction with verifications of borrower eligibility, an important
aspect of the re-underwriting process. Defendants dispute the propriety of such use of that
information. Within 30 days of the entry of this CMO, the Putback and Monoline Plaintiffs shall
submit a brief, no longer than 10 double-spaced pages, addressing the importance and propriety
of using such information for purposes of verifying borrower eligibility along with any
supporting affidavits. No later than 15 days following the submission of such briefing, the
Putback and Monoline Plaintiffs shall submit a responsive brief, no longer than 10 double-spaced
pages.

VII. Miscellaneous

The Court recognizes that cooperation among counsel and parties in the Putback and
Monoline Cases and other RMBS actions pending in Part 60 is essential for the orderly and
expeditious resolution of this litigation. The communication, transmission, or dissemination of
information among the plaintiffs in RMBS actions pending in Part 60 and their counsel, and
among defendants in RMBS actions pending in Part 60 and their counsel, shall not be deemed a
waiver of the attorney-client privilege, the protection afforded by the attorney work-product
doctrine, the protection afforded material prepared for litigation, the joint prosecution or joint
defense privilege, the common-interest doctrine, or any other privilege or immunity to which a
party may be entitled. Any cooperative efforts, as described above, shall not, in any way, be
used against any of the parties, shall not constitute or be cited as evidence of conspiracy,
concerted action, or any wrongful conduct, and shall not be communicated during dispositive
motions or at trial. The exchange of information or documents by counsel will not, by itself,
render such information or documents privileged. Nothing in this paragraph shall in any way

6
Nothing herein is intended to prejudice or otherwise affect the rights of any party in an individual case to move
separately on any of the matters discussed in this CMO or otherwise.

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 PLAINTIFFS’ PROPOSED CMO 6/30/15

affect the applicability of any privileges or protection against disclosure otherwise available
under law.

Date: ___________________
New York, New York

IT IS SO ORDERED:

Marcy S. Friedman, J.S.C.

15
EXHIBIT 1
 Arbitration & Special Master Fee Schedule
Hon. Theodore H. Katz (Ret.)

PROFESSIONAL FEES
$700 per hour

$700 per hour for Neutral Evaluation Matters

NON-REFUNDABLE CASE MANAGEMENT FEE

• The Case Management Fee includes access to an exclusive nationwide panel of judges, attorneys, and other ADR experts,
dedicated services including all administration through the duration of the case, document handling, and use of JAMS conference
facilities including after hours and on-site business support. Weekends and holidays are subject to additional charges.
• The Case Management Fee is reassessed on cases that continue beyond originally scheduled professional time.
• Professional fees include time spent for hearings and pre- and post-hearing reading and research, and award preparation.

One day is defined as 10 hours of professional time Fee

1-3 days…………..……………………………........................................$400 per party, per day
Time in excess of initial 30 hours......................................................10% of professional fees

CANCELLATION/CONTINUANCE POLICY
Cancellation/Continuance Period Fee
1 day or less ........................................30 days or more prior to hearing……………………100% REFUNDABLE, except for time incurred
2 days or more ....................................60 days or more prior to hearing……………………100% REFUNDABLE, except for time incurred
Hearings of any length ........................Inside the cancellation/continuance period ............. NON-REFUNDABLE

• Unused hearing time is non-refundable.

• Hearing fees are non-refundable if time scheduled (or a portion thereof) is cancelled or continued within the cancellation period
unless the Arbitrator’s time can be rescheduled with another matter. The cancellation policy exists because time reserved and later
cancelled generally cannot be replaced. In all cases involving non-refundable time, the party causing the continuance or cancellation
is responsible for the fees of all parties.
• A retainer for anticipated preparation and follow-up time will be billed to the parties. Any unused portion will be refunded.
• All fees are due and payable upon receipt of invoice and payment must be received in advance of hearing. JAMS reserves the right
to cancel your hearing if fees are not paid by all parties by the applicable cancellation date and JAMS confirms the cancellation in
writing.
• Receipt of payment for all fees is required prior to service of an arbitration award that the Arbitrator has rendered.
• For arbitrations arising out of employer-promulgated plans, the only fee that an employee may be required to pay is the $400 per
party fee for a one-day case. The employer must bear the employee’s share of any increased CMF. Any questions or disagreements
about whether a matter arises out of an employer-promulgated plan or an individually negotiated agreement or contract will be
determined by JAMS, whose determination shall be final.
• For arbitrations arising out of pre-dispute arbitration clauses between companies and individual consumers, JAMS Policy on
Consumer Arbitrations Pursuant to Pre-Dispute Clauses, Minimum Standards of Procedural Fairness applies. In those cases, when
a consumer (as defined by those Minimum Standards) initiates arbitration against the company, the only fee required to be paid by
the consumer is $250. All other fees must be paid by the company.

JAMS agreement to render services is with the attorney, the party, and/or other representatives of the party.

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www.jamsadr.com • Updated 3/2/15