The parties submitted two stipulations, Docket Entry No. 247 and Docket Entry No. 248, into which they entered pursuant Fed. R. Civ.

P. 29.

The parties request that the Court endorse their stipulations as orders of the Court; the Court declines to do so.

However, perforce of the express language of Rule 29, the parties’ stipulations are binding on them.

Dated: New York, New York September 13, 2021

Highly confidential material may be disclosed, as described in paragraph 15, except that highly confidential material shall not be disclosed, summarized, described, characterized, or otherwise communicated to (i) any current or former director, officer, or employee of the receiving party other than the receiving party’s counsel; or (ii) any current or former director, officer, or employee of any other party to the above-captioned action other than counsel for any Party to the action; or (iii) any current or former director, officer, or employee of the Banks other than the Banks’ counsel; provided, however, that confidential or highly confidential material may be disclosed, summarized, described, characterized, or otherwise communicated to any current or former director, officer, or employee of a receiving party, a party, Citizens National Bank, or Strategic Capital Bank, if a party or its respective counsel believes in good faith that the current or former director, officer or employee authored, received or previously saw the discovery material; and further provided that any discovery material from the files of Citizens National Bank or Strategic Capital Bank may be disclosed, summarized, described, characterized or otherwise communicated to any former director officer or employee of the Banks.

Within seven (7) calendar days of the receipt of the Notice, counsel for the parties (and any nonparty involved) shall promptly schedule and hold a meet-and-confer to attempt to resolve the dispute on an informal basis.

Such material retained by counsel shall continue to be subject to the terms and conditions of this Order and shall be destroyed upon the expiration of the applicable statute of limitation for claims related to that counsel’s representation of the receiving party.

In arguing issues concerning protection for material claimed to constitute Privileged Material, no party shall assert as a basis for the relief it seeks (including if a receiving party seeks a ruling that the disclosed information was never privileged) the fact or circumstance that such documents have already been inadvertently produced in the above-captioned action or a related action, litigation or proceeding.

To the extent that any Nonparty Borrower Information Law requires that any person be notified prior to disclosure of Nonparty Borrower Information except where such notice is prohibited by court order, the Court directs that, in view of the protections provided for the information disclosed in this Order, the volume of documents to be produced and the ongoing oversight of the Court, the parties, including the disclosing parties, are explicitly prohibited from providing such notice; provided, however, that this Order shall not prohibit any party from contacting any person or entity for any other purpose.

Before the Court is a joint letter, dated January 8, 2021, by defendant HSBC Securities (USA), Inc. and plaintiff Federal Deposit Insurance Corporation, as receiver for Citizens National Bank and Strategic Capital Bank requesting “a pre-motion conference regarding the Parties’ intended joint motion to amend the Stipulation and Protective Order entered by the Court on January 8, 2020.” Docket Entry No. 232.

... Second, the Office of the Comptroller of the Currency (“OCC”)—the primary regulator of Citizens National Bank, one of the banks for which Plaintiff Federal Deposit Insurance Corporation brings its claims as receiver—has informed Plaintiff that it believes certain categories of documents requested by defendants are protected from disclosure by privileges the OCC ostensibly holds, including the bank examination privilege.

However, the OCC will allow Plaintiff to produce those categories of documents in this action if the PO is amended to include terms that are substantially similar to the model protective order set forth in 12 C.F.R. Part 4, Subpart C, App. A. The proposed amendments to the PO include those terms.

The parties’ memorandum of law shall be no longer than 10 double-spaced pages without footnotes and shall identify and discuss any: (1) change in factual circumstances that occurred after the Court’s October 27, 2017 denial of reconsideration order; and (2) binding authority on the issues of concern to the Court addressed in the Court’s October 27, 2017 order denying reconsideration.

Any factual assertions in the memorandum of law must be supported by admissible evidence, including those concerning “the Office of the Comptroller of the Currency.”

In its internal deliberative process for resolving the dispute, the FDIC-R recognized the potential intangible harm that may result from attempting to force BB&T to accept an agreement on terms different from those it undisputedly thought would govern the sale of the securities based on the pre-bid information the FDIC provided to BB&T.

Based on the undisputed facts the FDIC-R will present in its motion, the Court can rule as a matter of law that the starting point for calculating the FDIC-R’s damages is that the purchase price for the Re-REMIC securities was $624,243,994.21.

The undisputed facts prove that the FDIC-R agreed to reimburse BB&T the $380 million not because BB&T’s claim of mistake had any merit or because Defendants did anything wrong, but rather because—as the The Honorable Louis L. Stanton February 28, 2022 Page 3

Nothing in the statutory damages formulas authorizes a plaintiff to sell a security to a third party, voluntarily give back a portion of the relevant security’s purchase price several weeks later, and then force the defendants to pick up the bill.

In addition, the FDIC-R believes the record will unambiguously reflect that Colonial Bank acquired all of the subsidiary’s assets (including its securities claims), and assumed all of the subsidiary’s rights and liabilities.

PLEASE TAKE NOTICE that Pursuant to Local Rule 1.4 of the United States District Courts for the Southern and Eastern Districts of New York, Orrick Herrington & Sutcliffe, LLP (“Orrick”), attorneys of record for Defendant Credit Suisse Securities (USA) LLC (“Credit Suisse), move to withdraw Elyse Echtman as attorney of record for Credit Suisse.

Elyse Echtman’s withdrawal is sought as she is ending her employment with Orrick.

Barry Levin, Richard Jacobsen, John Ansbro, Paul Rugani, Daniel Dunne, Darren Teshima, Gregory Beaman, David Litterine-Kaufman, Nicholas Poli and Camille Rosca of Orrick will continue to serve as counsel of record to Defendant Credit Suisse in the above-captioned matter.

As a result of their continued representation, the withdrawal of Elyse Echtman will not cause or result in any delay or prejudice to Defendant Credit Suisse.

Respectfully submitted, ORRICK, HERRINGTON & SUTCLIFFE LLP

as receiver for CITIZENS NATIONAL BANK and receiver for STRATEGIC CAPITAL BANK, Plaintiff,

Michael O. Ware, counsel to defendant HSBC Securities (USA) Inc., in a letter dated August 10, 2020, requested that Charles Salem Korschun and Emma Mika Kurose, who are no longer associated with his law firm, Mayer Brown, be recorded on the docket sheet maintained by the Clerk of Court as no longer representing any defendant in this action.

The application is granted, and the Clerk of Court is directed to make the appropriate notations on the docket sheet.

This order resolves the request made through Docket Entry No. 220.

Dated: New York, New York August 12, 2020

as receiver for CITIZENS NATIONAL BANK and receiver for STRATEGIC

In light of the pending discovery, the final pretrial conference scheduled for June 19, 2020, is adjourned to Friday, June 18, 2021, at 11:30 a.m. in Courtroom 17C.

United States District Judge Ord Adj FPTC 2.wpd Version October 22, 2019

At this time, none of the parties have anything they wish to address with the Court.

On December 16, 2008, their rating was downgraded to D. FDIC claims that RBS made untrue and misleading statements and omissions about the certificates and their underlying loans in the prospectus supplements and other offering documents.

"A fact is material if it 'might affect the outcome of the suit under the governing law,' and a dispute is genuine if 'the evidence is such that a reasonable jury could return a verdict for the nonmoving party.'"

15 U.S.C. § 77k(a) Section 11 provides the purchasers of registered securities with strict liability protection for material misstatements or omissions in registration statements filed with the SEC.

(holding that Credit Suisse was an underwriter because it "sold Zero Notes directly to Plaintiffs," but dismissing section 11 claims against Deutsche Bank because its activities of "allowing itself to be identified as an initial purchaser in the registration statement, allowing its name to be featured on the front page of the initial private offering memorandum, and obtaining the right to conduct due diligence into the notes as part of the preparation of the registration statement" did not make it an underwriter); Lehman, 650 F.3d at ("we reject Wyoming's claim that the Rating Agencies' alleged review of and comments on draft prospectus supplements incorporated into the registration statements stated a§ 11 claim.

Similarly, we reject the Union Plaintiffs' conclusory pleading that S & P and Moody's are liable under§ 11 for their alleged participation in drafting and disseminating offering documents.").

It is Defendants’ position that the FDIC agreed to the $380 million refund not because BB&T’s claim of mistake had any merit, but rather for commercial reasons, including to preserve goodwill with BB&T and other future bidders for failed banks.

Whether the FDIC is deemed to have sold the RMBS portfolio for $1.004 billion or $624 million has a significant impact on the amount of the FDIC’s potentially recoverable damages in this case.

Defendants should not be forced to pay for the FDIC’s commercial decision to gift BB&T a $380 million refund to preserve its ability to get future business from BB&T and other banks.

In a letter to Defendants on February 24, 2021, the FDIC argued that “portions of the Memo” (presumably the redacted portions) are “protected by the attorney-client privilege” because they “recite legal advice provided by the FDIC’s in-house legal team,” and “the entire Memo is protected work product because it was prepared in consultation with attorneys because of the prospect of litigation with BB&T regarding the terms of the [PAA].” After Defendants again challenged the FDIC’s work product claim over the entire Memo, the FDIC asserted for the first time on March 19, 2021 that, “after further review, the FDIC believes that significant portions of the Memo are also protected by the deliberative process privilege.”

These provisions of the protective order do not apply here because the FDIC’s specific review, targeted redaction and voluntary production of the Memo (six times) makes its conduct intentional, not “inadvertent,” as a matter of law.

The order Of the Court dated January 2, 2020, is hereby modified.

A11 discovery, Of whatever nature, shall be initiated so as to be completed on or before August 30, 2021.

A telephonic status conference will be held with the parties on April 29, 2021, at 10:00 am.

The parties shall use the following conference call-in number (888) 557-851 1 and, thereafter, enter access code 4862532.

Dated: New York, New York

Sufficient cause appearing, the March 15, 2019 fact discovery cutoff date set in paragraph 1 of the February 1, 2019 order (0kt.

No. 254) is vacated and the time for fact discovery is extended without date; every party may conduct further factual discovery; any party may apply, on two weeks' notice, for the re-setting of a factual discovery cutoff date; and any party or non-party may apply in an appropriate court for relief from a discovery demand which is excessive, unnecessary, or unduly burdensome, and the imposition of costs of producing discovery upon the party seeking it.

So ordered.

Dated: New York, New York January 17, 2020

In ajoint letter, dated January 3, 2020, the parties informed the Court that they “have filed via ECF a revised Stipulation and Proposed Protective Order (Docket no. 211)” that “is substantively similar to a draft of the stipulation and proposed protective order that the parties submitted to the Court on June 7, 2017.” To aid the Court in its review of the parties’ January 3, 2020 proposed protective order, on or before January 10, 2020, the parties shall submit a document to the Court that will compare and merge the June 2017 proposed protective order with the January 3, 2020 proposed protective order, so as to show any differences introduced by the January 3, 2020 revised version of the June 2017 document, including any deletions, modifications and additions.

Dated: New York, New York January 6, 2020

All discovery, of whatever nature, shall be initiated so as to be completed on or before October 1, 2020.

A telephonic status conference will be held With the parties on June 24, 2020, at 10:00 am.

The parties shall use the following conference call-in number (888) 557-851 I and, thereafter, enter access code 4862532.

Dated: New York, New York

IT IS HEREBY ORDERED that a telephonic status conference shall be held in the above- captioned action on December 5, 2019, at 2:30 pm.

Counsel are directed to call (888) 557—8511 and, thereafter, enter access code 4862532.

Dated: New York, New York