As the Ninth Circuit has recognized, unless UBS Securities can obtain peace from such claims, a settlement involving fewer than all defendants and alleged tortfeasors is not practically or economically feasible.

For all these reasons and those discussed below, the Settling Parties respectfully request that the Court dismiss with prejudice the claims against UBS Securities in this Action and enter the proposed Bar Order substantially in the form attached as Exhibit A to the Dysard Declaration.

“[T]here is an overriding public interest in settling and quieting litigation,” and “[t]he Ninth Circuit is firmly committed to the rule that the law favors and encourages compromise settlements.” Ahern v. Cent.

Under the terms of the proposed Bar Order, “Non-Settling Defendants” includes joint tortfeasors who could later become liable to Plaintiff or any non-settling defendant, by reason of judgment or settlement, for claims that are or could have been asserted in this Action.

District courts are empowered to prevent access to confidential information relating to settlements “when necessary to encourage the amicable resolution of disputes.” City of Hartford v. Chase, 942 F.2d 130, 135 (2d Cir. 1991); EEOC v. 1 2 3 4 5 6 7 8 9

: 10/04/2024 At Commercial Division partsthe Supreme Court of the State ofNew York, held in andfor the County of New York at the Courthouse at 60 Centre Street, New York, New York on the __ day of October, 2024 PRESENT: HONORABLE fy\qied Masiey Justice.

Oo \ Motidg * ce No?

Out ¥TO SHOW CAUSE

St. John, the Affirmation firmation of Richard pon reading andfiling the Emergyn

ofRichard St. John in Support oftheOrderto®} SH Cause and Temporary Restraining Order, eachdated October2, 2024, thg accontwing Memorandum ofLaw, and allthepapers and proceedings heretofore had herein, an ar cause having been shown: LETUBS Ameria BS RealEstate SecuritiesInc.,UBS SecuritiesLLC, and Mortgage Asset Securitiaation Zransactions, Inc.(“Plaintiffs”) or their attorneys show cause qi before this Court to be c\ day of York, 60 Centre S4N , New York, New York 10007, PartXf, Room2|Zon the S20 atf:30 a.m. or-as-seornr-thereafteras counsel can be heard, why an Order at the Supreme Court of the State of New York, County of New

The Complaint seeks indemnification and contribution awards from Countrywide relating to residential mortgage-backed securities (“RMBS”) litigation that UBS settled years ago.

In support of the Motion, Countrywide filed a Memorandum of Law and Affirmation of Richard St. John that reference the agreements as Exhibits G and H, respectively.

Pursuant to the Court’s rules and the County Clerk’s procedures for e-filing documents under seal, Countrywide filed its Memorandum of Law, the Affirmation of Richard St. John, and Exhibits G and H thereto as temporarily restricted on the Court’s electronic docket so that they cannot be accessed by anyone other than the Court and counsel of record for the parties.

In determining whether good cause has been shown pursuant to 22 NYCRR § 216.1(a), the Court must balance the public’s interest in disclosure with the benefits to be derived by the parties from confidentiality.

Moreover, Countrywide has narrowly redacted the Memorandum of Law and Affirmation of Richard St. John it has filed on the Court’s docket to give the public a clear understanding of this dispute without disclosing the information UBS contends must remain under seal.

Upon reading and filing the Emergency Affirmation of Richard St. John, the Affirmation of Richard St. John in Support of the Order to Show Cause and Temporary Restraining Order, each dated October 2, 2024, the accompanying Memorandum of Law, and all the papers and proceedings heretofore had herein, and good cause having been shown:

LET UBS Americas Inc., UBS Real Estate Securities Inc., UBS Securities LLC, and Mortgage Asset Securitization Transactions, Inc. (“Plaintiffs”) or their attorneys show cause before this Court to be held at the Supreme Court of the State of New York, County of New York, 60 Centre Street, New York, New York 10007, Part __, Room ___on the ____ day of _________, 2024, at 9:30 a.m. or as soon thereafter as counsel can be heard, why an Order

should not be entered providing the following relief: (i) permanently sealing the provisionally sealed Memorandum of Law, Affirmation of Richard St. John and Exhibits G and H thereto filed in support of Defendants’ Motion to Dismiss (NYSCEF Doc. Nos. 10, 18, 19 and 32); and (ii) granting such other and further relief as may be just and proper; and it is further

ORDERED that any opposition papers to the application by Plaintiffs shall be e-filed no later than the ____ day of ____________, 2024; and it is further

ORDERED that the restricted and sealed status of NYSCEF Doc. Nos. 10, 18, 19, and 32 shall continue until the Court has resolved the merits in connection with the Order to Show Cause and the County Clerk and Clerk of Court shall restrict access to NYSCEF Doc. Nos. 10, 18, 19, and 32 pending a decision on this motion and limit same to the parties, their counsel, and court personnel only; and it is further

WHEREAS, the Court has been informed that Plaintiff Federal Housing Finance Agency (“FHFA”) and Defendant UBS Securities LLC (“UBS Securities”) (together, the “Settling Parties”) have reached a settlement and entered into a

1 2 3 4 5 6 7 8 9 Settlement Agreement in connection with the above-captioned action (the “Action”); and WHEREAS, the Settling Parties have moved this Court for entry of an order of voluntary dismissal pursuant to Fed. R. Civ.

; NB Holdings Corporation; Banc of America Securities LLC; CitiGroup Global Markets, Inc.; Deutsche Bank Securities, Inc.; RBS Securities, Inc.; N. Joshua Adler; Ranjit Kripalani; Stanford Kurland; Jennifer S. Sandefur; Eric Sieracki; and David A. Spector, (b) any other person or entity later named as a defendant in this Action, and (c) any other person or entity that becomes liable to Plaintiff, to any current non-settling defendant in this Action, or to any other alleged tortfeasor, by reason of judgment or settlement, for any claims that are or could have been asserted in this Action or that arise out of or relate to the claims asserted in this Action (collectively, the “Non-Settling Defendants”), are hereby permanently BARRED, ENJOINED and RESTRAINED from commencing, prosecuting, or asserting any claim for contribution or indemnity (whether styled as 1 2 3 4 5 6 7 8 9 Case No. 12 Civ.

an amount that is the greater of a) the amount of Plaintiff’s settlement with UBS Securities in this Action allocated to the relevant security, as reflected on the confidential schedule attached to the Settling Parties’ settlement agreement as Confidential Exhibit G (the “Confidential Schedule”), or b) for each such claim, state or federal, on which contribution or indemnity is available, the proportionate share of UBS Securities’ fault as proven at trial; IT IS FURTHER ORDERED that the Confidential Schedule shall not be disclosed, except as described below, directly or indirectly, to any person other than to a court of competent jurisdiction and necessary court personnel; IT IS FURTHER ORDERED that, upon entry of a pre-trial order (i) in this Action, or (ii) in any other action involving a claim or claims against a Non-Settling Defendant that may give rise to a claim against the Settling Defendant that would be barred by this Order, the Confidential Schedule may be disclosed to:

any expert retained or consulted by the Authorized Parties in connection with the above-captioned Action and those working under their direction or control; IT IS FURTHER ORDERED that prior to obtaining access to the Confidential Schedule, each Authorized Party shall review the terms and conditions of this Order and shall execute the attached Exhibit, agreeing to be bound by the terms and conditions set forth in this Order governing disclosure of the Confidential Schedule; IT IS FURTHER ORDERED that, in the event that counsel for any Authorized Party determines to file with a court the Confidential Schedule, information derived therefrom, or any papers containing or making reference to such information, any such filings shall be filed under seal; IT IS FURTHER ORDERED that this Court finds there is no just reason for delay and directs that final judgment be entered pursuant to Federal Rule of Civil Procedure 54(b) dismissing the claims against UBS Securities with prejudice and without costs pursuant to Rule 41(a)(2).