SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BLACKROCK CORE BOND PORTFOLIO; BLACKROCK COREALPHA BOND FUND E; BLACKROCK COREALPHA BOND MASTER PORTFOLIO; BLACKROCK COREPLUS BOND FUND B; BLACKROCK DYNAMIC HIGH INCOME - STRUCTURED CREDIT PORTFOLIO; BLACKROCK ENHANCED GOVERNMENT FUND, INC.; BLACKROCK INCOME TRUST, INC.; BLACKROCK MASTER TOTAL RETURN PORTFOLIO OF MASTER BOND LLC; BLACKROCK MULTI-ASSET INCOME - NON-AGENCY MBS PORTFOLIO; BLACKROCK MULTI-SECTOR INCOME TRUST; BLACKROCK STRATEGIC INCOME OPPORTUNITIES PORTFOLIO; BLACKROCK TOTAL RETURN PORTFOLIO (INS - SERIES); BLACKROCK US MORTGAGE; FIXED INCOME SHARES (SERIES R); FIXED INCOME SHARES: SERIES C; FIXED INCOME SHARES: SERIES LD; FIXED INCOME SHARES: SERIES M; LVS II LLC; PACIFIC BAY CDO, LTD.; PCM FUND, INC.; PIMCO ABSOLUTE RETURN STRATEGY 3D OFFSHORE FUND LTD.; PIMCO ABSOLUTE RETURN STRATEGY II MASTER FUND LDC; PIMCO ABSOLUTE RETURN STRATEGY III MASTER FUND LDC; PIMCO ABSOLUTE RETURN STRATEGY IV IDF LLC; PIMCO ABSOLUTE RETURN STRATEGY IV MASTER FUND LDC; PIMCO ABSOLUTE RETURN STRATEGY V MASTER FUND LDC; PIMCO BERMUDA TRUST II: PIMCO BERMUDA INCOME FUND (M); PIMCO BERMUDA TRUST IV: PIMCO BERMUDA GLOBAL BOND EX-JAPAN FUND; PIMCO BERMUDA TRUST: PIMCO EURO TOTAL RETURN FUND; PIMCO BERMUDA TRUST: PIMCO EMERGING MARKETS BOND FUND (M); PIMCO CAYMAN SPC LIMITED: PIMCO CAYMAN GLOBAL AGGREGATE BOND SEGREGATED PORTFOLIO; PIMCO CAYMAN SPC LIMITED: PIMCO CAYMAN JAPAN COREPLUS SEGREGATED PORTFOLIO; PIMCO CAYMAN SPC LIMITED: PIMCO CAYMAN JAPAN COREPLUS STRATEGY SEGREGATED PORTFOLIO; PIMCO CAYMAN SPC LIMITED: PIMCO CAYMAN UNCONSTRAINED BOND SEGREGATED PORTFOLIO; PIMCO CAYMAN TRUST: PIMCO CAYMAN GLOBAL AGGREGATE BOND FUND; PIMCO CAYMAN TRUST: PIMCO CAYMAN GLOBAL AGGREGATE EX-JAPAN (YEN-HEDGED) BOND FUND II; PIMCO CAYMAN TRUST: PIMCO CAYMAN GLOBAL AGGREGATE EX-JAPAN BOND FUND; PIMCO CAYMAN TRUST: PIMCO CAYMAN GLOBAL EX-

Index No. 656587/2016 AMENDED CLASS ACTION COMPLAINT JURY DEMAND

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JAPAN (YEN-HEDGED) BOND FUND; PIMCO CORPORATE & INCOME OPPORTUNITY FUND; PIMCO CORPORATE & INCOME STRATEGY FUND; PIMCO DISTRESSED SENIOR CREDIT OPPORTUNITIES FUND II, L.P.; PIMCO DYNAMIC CREDIT AND MORTGAGE INCOME FUND; PIMCO DYNAMIC INCOME FUND; PIMCO ETF TRUST: PIMCO ENHANCED SHORT MATURITY ACTIVE EXCHANGE-TRADED FUND; PIMCO ETF TRUST: PIMCO LOW DURATION ACTIVE EXCHANGE-TRADED FUND; PIMCO ETF TRUST: PIMCO TOTAL RETURN ACTIVE EXCHANGE-TRADED FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, DIVERSIFIED INCOME DURATION HEDGED FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, DIVERSIFIED INCOME FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, EM FUNDAMENTAL INDEX® STOCKSPLUS® FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, EMERGING LOCAL BOND FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, EMERGING MARKETS BOND FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, EURO BOND FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, EURO INCOME BOND FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, GLOBAL ADVANTAGE REAL RETURN FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, GLOBAL BOND FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, GLOBAL FUNDAMENTAL INDEX® STOCKSPLUS® FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, GLOBAL INVESTMENT GRADE CREDIT FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, GLOBAL LOW DURATION REAL RETURN FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, INCOME FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, INFLATION STRATEGY FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, LOW DURATION GLOBAL INVESTMENT GRADE CREDIT FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, PIMCO CREDIT ABSOLUTE RETURN FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, STOCKSPLUS™ FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, STRATEGIC INCOME FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, TOTAL RETURN BOND FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, UNCONSTRAINED BOND FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC, US FUNDAMENTAL INDEX® STOCKSPLUS® FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC,

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US SHORT-TERM FUND; PIMCO FUNDS: PIMCO COMMODITIESPLUS® STRATEGY FUND; PIMCO FUNDS: PIMCO COMMODITY REAL RETURN STRATEGY FUND®; PIMCO FUNDS: PIMCO CREDIT ABSOLUTE RETURN FUND; PIMCO FUNDS: PIMCO DIVERSIFIED INCOME FUND; PIMCO FUNDS: PIMCO EM FUNDAMENTAL INDEXPLUS® AR STRATEGY FUND; PIMCO FUNDS: PIMCO EMERGING LOCAL BOND FUND; PIMCO FUNDS: PIMCO EMG INTL LOW VOLATILITY RAFI®-PLUS AR FUND; PIMCO FUNDS: PIMCO FLOATING INCOME FUND; PIMCO FUNDS: PIMCO FOREIGN BOND FUND (U.S. DOLLAR-HEDGED); PIMCO FUNDS: PIMCO FOREIGN BOND FUND (UNHEDGED); PIMCO FUNDS: PIMCO GLOBAL ADVANTAGE® STRATEGY BOND FUND; PIMCO FUNDS: PIMCO GLOBAL BOND FUND (U.S. DOLLAR-HEDGED); PIMCO FUNDS: PIMCO GLOBAL BOND FUND (UNHEDGED); PIMCO FUNDS: PIMCO GLOBAL MULTI-ASSET FUND; PIMCO FUNDS: PIMCO INCOME FUND; PIMCO FUNDS: PIMCO INFLATION RESPONSE MULTI-ASSET FUND; PIMCO FUNDS: PIMCO INTERNATIONAL COMPANY FUNDAMENTAL INDEXPLUS® AR STRATEGY FUND, N/K/A PIMCO FUNDS: PIMCO RAE FUNDAMENTAL PLUS INTERNATIONAL FUND; PIMCO FUNDS: PIMCO INTERNATIONAL FUNDAMENTAL INDEXPLUS® AR STRATEGY FUND; PIMCO FUNDS: PIMCO INTERNATIONAL STOCKSPLUS® AR STRATEGY FUND (U.S. DOLLAR-HEDGED); PIMCO FUNDS: PIMCO INTERNATIONAL STOCKSPLUS® AR STRATEGY FUND (UNHEDGED); PIMCO FUNDS: PIMCO INTL LOW VOLATILITY RAFI®-PLUS AR FUND; PIMCO FUNDS: PIMCO INVESTMENT GRADE CORPORATE BOND FUND; PIMCO FUNDS: PIMCO LONG DURATION TOTAL RETURN FUND; PIMCO FUNDS: PIMCO LONG-TERM CREDIT FUND; PIMCO FUNDS: PIMCO LONG-TERM U.S. GOVERNMENT FUND; PIMCO FUNDS: PIMCO LOW DURATION FUND II; PIMCO FUNDS: PIMCO LOW DURATION FUND III; PIMCO FUNDS: PIMCO LOW DURATION FUND; PIMCO FUNDS: PIMCO LOW VOLATILITY RAFI®-PLUS AR FUND; PIMCO FUNDS: PIMCO MODERATE DURATION FUND; PIMCO FUNDS: PIMCO MORTGAGE OPPORTUNITIES FUND; PIMCO FUNDS: PIMCO RAE WORLDWIDE LONG/SHORT PLUS FUND; PIMCO FUNDS: PIMCO REAL ESTATE REAL RETURN STRATEGY FUND; PIMCO FUNDS: PIMCO REAL RETURN ASSET FUND; PIMCO FUNDS: PIMCO REAL RETURN FUND; PIMCO FUNDS:

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PIMCO SHORT-TERM FUND; PIMCO FUNDS: PIMCO SMALL CAP STOCKSPLUS® AR STRATEGY FUND; PIMCO FUNDS: PIMCO SMALL COMPANY FUNDAMENTAL INDEXPLUS® AR STRATEGY FUND, N/K/A PIMCO FUNDS: PIMCO RAE FUNDAMENTAL PLUS SMALL FUND; PIMCO FUNDS: PIMCO STOCKSPLUS® ABSOLUTE RETURN FUND; PIMCO FUNDS: PIMCO STOCKSPLUS® AR SHORT STRATEGY FUND; PIMCO FUNDS: PIMCO STOCKSPLUS® FUND; PIMCO FUNDS: PIMCO TOTAL RETURN FUND II; PIMCO FUNDS: PIMCO TOTAL RETURN FUND III; PIMCO FUNDS: PIMCO TOTAL RETURN FUND IV; PIMCO FUNDS: PIMCO TOTAL RETURN FUND; PIMCO FUNDS: PIMCO UNCONSTRAINED BOND FUND; PIMCO FUNDS: PIMCO WORLDWIDE FUNDAMENTAL ADVANTAGE AR STRATEGY FUND; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES ASSET-BACKED SECURITIES PORTFOLIO; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES EMERGING MARKETS PORTFOLIO; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES HIGH YIELD PORTFOLIO; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES INTERNATIONAL PORTFOLIO; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES MORTGAGE PORTFOLIO; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES REAL RETURN PORTFOLIO; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES SHORT-TERM PORTFOLIO; PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES U.S. GOVERNMENT SECTOR PORTFOLIO; PIMCO GLOBAL CREDIT OPPORTUNITY MASTER FUND LDC; PIMCO GLOBAL STOCKSPLUS & INCOME FUND; PIMCO HIGH INCOME FUND; PIMCO INCOME OPPORTUNITY FUND; PIMCO INCOME STRATEGY FUND II; PIMCO INCOME STRATEGY FUND; PIMCO LARGE CAP STOCKSPLUS ABSOLUTE RETURN FUND; PIMCO MULTI-SECTOR STRATEGY FUND LTD.; PIMCO OFFSHORE FUNDS - PIMCO ABSOLUTE RETURN STRATEGY IV EFUND; PIMCO STRATEGIC INCOME FUND, INC.; PIMCO TACTICAL OPPORTUNITIES MASTER FUND LTD.; PIMCO VARIABLE INSURANCE TRUST: PIMCO COMMODITY REAL RETURN STRATEGY PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO EMERGING MARKETS BOND PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR HEDGED); PIMCO VARIABLE INSURANCE TRUST: PIMCO FOREIGN BOND PORTFOLIO (UNHEDGED); PIMCO VARIABLE

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INSURANCE TRUST: PIMCO GLOBAL ADVANTAGE STRATEGY BOND PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO GLOBAL BOND PORTFOLIO (UNHEDGED); PIMCO VARIABLE INSURANCE TRUST: PIMCO LONG TERM U.S. GOVERNMENT PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO LOW DURATION PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO REAL RETURN PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO SHORT-TERM PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO TOTAL RETURN PORTFOLIO; PIMCO VARIABLE INSURANCE TRUST: PIMCO UNCONSTRAINED BOND PORTFOLIO; TERLINGUA FUND 2, LP; CREF BOND MARKET ACCOUNT; CREF SOCIAL CHOICE ACCOUNT; TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA; TIAA GLOBAL PUBLIC INVESTMENTS, LLC - SERIES MBS; TIAA-CREF BOND FUND; TIAA-CREF BOND PLUS FUND; TIAA-CREF LIFE INSURANCE COMPANY; TIAA-CREF SHORT-TERM BOND FUND; TIAA-CREF SOCIAL CHOICE BOND FUND; ADVANCED SERIES TRUST; PRUDENTIAL BANK & TRUST, FSB; PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY; PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY; PRUDENTIAL TRUST COMPANY; THE GIBRALTAR LIFE INSURANCE COMPANY, LTD.; THE PRUDENTIAL INSURANCE COMPANY OF AMERICA; THE PRUDENTIAL INVESTMENT PORTFOLIOS 2; THE PRUDENTIAL INVESTMENT PORTFOLIOS 9; THE PRUDENTIAL INVESTMENT PORTFOLIOS INC., N/K/A PRUDENTIAL BALANCED FUND; THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 17; THE PRUDENTIAL SERIES FUND; DZ BANK AG,

Plaintiffs,

v. WELLS FARGO BANK, NATIONAL ASSOCIATION,

Defendant.

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TABLE OF CONTENTS

Page

I. NATURE AND SUMMARY OF THE ACTION .............................................................. 1

II. PARTIES ............................................................................................................................ 6

A. Plaintiffs .................................................................................................................. 6

B. Defendant Wells Fargo Bank National Association ............................................... 6

III. JURISDICTION AND VENUE ......................................................................................... 7

IV. OVERVIEW OF THE TRUSTS ........................................................................................ 8

V. THE CRITICAL ENFORCEMENT FUNCTION OF THE TRUSTEE ............................ 8

VI. THE GOVERNING AGREEMENTS .............................................................................. 10

A. The Mortgage Loan Purchase And Sale Agreement............................................. 11

B. The PSAs .............................................................................................................. 12

C. The Trust Agreement............................................................................................. 13

D. The SSA ................................................................................................................ 13

E. The Indenture ........................................................................................................ 13

VII. WELLS FARGO’S DUTIES UNDER THE GOVERNING AGREEMENTS ................................................................................................................ 13

A. Wells Fargo’s Duties Pertaining To The Delivery Of Mortgage Files ....................................................................................................................... 14

B. Wells Fargo’s Duty To Provide Notice Of Breaches Of Representations And Warranties........................................................................... 15

C. Wells Fargo’s Duties To Take Steps To Enforce The Sellers’ Repurchase Obligations ........................................................................................ 15

D. Wells Fargo’s Duty To Provide Notice To Offending Servicers .......................... 16

E. Wells Fargo’s Post-Event Of Default Duty To Act Prudently ............................. 17

F. Wells Fargo’s Duty Provide Notice Of Uncured Events Of Default To Holders ............................................................................................................ 18

VIII. THE TRUSTS SUFFERED FROM PERVASIVE BREACHES OF REPRESENTATIONS AND WARRANTIES ................................................................. 18

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A. High Default Rates Of The Mortgage Loans And Plummeting Credit Ratings Are Indicative Of Massive Seller Breaches .................................. 19

B. The Certificates Have Experienced Massive Credit Downgrades ........................ 19

C. There Is Evidence Of Widespread Breaches Of Representations And Warranties By The Trusts’ Originators .......................................................... 20

D. There Is Evidence Of Widespread Breaches Of Representations And Warranties By The Specific Sponsors Of The Trusts ................................... 21

E. Several Of The Trusts Have Been The Subject Of Litigation Uncovering Evidence Of Rampant Breaches Of Representations And Warranties By The Sellers ............................................................................. 22

F. Recent Landmark Settlement Involving The Trusts ............................................. 23

IX. WELLS FARGO DISCOVERED THAT THE TRUSTS WERE FILLED WITH BREACHING LOANS ......................................................................................... 24

A. Unresolved Exception Reports ............................................................................. 25

B. The Trusts’ Poor Performance .............................................................................. 25

C. Wells Fargo And Its Responsible Officers Repeatedly Received Written Notice From Certificateholders Of Pervasive And Systemic Seller Breaches ...................................................................................... 26

D. Wells Fargo Was Named In RMBS Litigation Involving Common Loan Sellers’ Systemic Abandonment Of Underwriting Guidelines .................... 30

E. Wells Fargo Received Written Notice Of Pervasive And Systemic Seller Breaches From Financial Guaranty Insurers .............................................. 33

F. Wells Fargo Selectively Asserted The Trusts’ Repurchase Rights Against The Sellers ............................................................................................... 36

G. Wells Fargo Discovered Widespread Seller Breaches Of Representations And Warranties In Its Capacities As Servicer And Warehouse Lender ................................................................................................ 38

X. THE TRUSTS ALSO SUFFERED FROM PERVASIVE SERVICER VIOLATIONS .................................................................................................................. 39

A. The Servicers Failed To Give Notice Of Seller Breaches Of Representations And Warranties And Enforce The Sellers’ Repurchase Obligations ........................................................................................ 40

B. The Servicers Have Violated Their Prudent Servicing Obligations ..................... 42

C. The Servicers Have Violated Their Foreclosure Obligations ............................... 42

D. The Servicers Have Violated Their Modification Obligations ............................. 43

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E. The Servicers Have Abused Their Servicing Advances Obligations ................... 44

F. Certain Trusts Have Experienced Triggering Events ........................................... 45

G. Certain Servicers Went Insolvent ......................................................................... 45

XI. WELLS FARGO HAS KNOWN OF SERVICER VIOLATIONS PLAGUING THE TRUSTS ............................................................................................. 46

A. Wells Fargo Had Knowledge Of The Servicers’ Failures Through The Monthly Servicer And Remittance Reports ................................................... 47

B. Wells Fargo Itself Was Involved In Government Enforcement Actions And Litigation Stemming From The Servicers’ Violations .................... 49

C. Wells Fargo And Its Responsible Officers Received Written Notice From Certificateholders Of Pervasive And Systemic Servicer Breaches ................................................................................................................ 51

1. Wells Fargo And Morgan Stanley RMBS Initiatives ............................... 52

2. Ocwen RMBS Initiative ............................................................................ 52

3. JPMorgan RMBS Initiative ...................................................................... 54

XII. NUMEROUS INDENTURE EVENTS OF DEFAULT HAVE OCCURRED ..................................................................................................................... 54

XIII. WELLS FARGO’S KNOWLEDGE OF INDENTURE EVENTS OF DEFAULT ......................................................................................................................... 55

XIV. WELLS FARGO FAILED TO DISCHARGE ITS CRITICAL PRE- AND POST-DEFAULT DUTIES .............................................................................................. 56

A. Failure In The Delivery Of Mortgage Files .......................................................... 56

B. Failure To Provide Notice And To Enforce The Trusts’ Repurchase Rights ................................................................................................ 57

C. Failure To Provide Notice To The Servicers Of Known Breaches ...................... 57

D. Prevention Of Event Of Default – Breach Of Covenant Of Good Faith ...................................................................................................................... 58

E. Failure To Act Prudently Subsequent To The Uncured Events Of Default................................................................................................................... 58

F. Failure To Provide Notice To The Certificateholders Of The Uncured Events Of Default ................................................................................... 60

XV. WELLS FARGO FAILED TO PROTECT THE TRUSTS FOLLOWING THE INSOLVENCY OF CERTAIN SPONSORS ........................................................... 60

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XVI. WELLS FARGO FAILED TO PROTECT THE TRUSTS DUE TO ITS CONFLICTS OF INTEREST ........................................................................................... 62

A. Wells Fargo Was Engaged In The Same Wrongful Servicing Activities ............................................................................................................... 62

B. Wells Fargo Faced Liability For Defective Loans It Originated .......................... 64

1. Wells Fargo’s Appointment Of A Special Trustee Is Ineffective ................................................................................................. 66

C. Wells Fargo Was Economically Beholden To The Mortgage Loan Sellers .................................................................................................................... 67

XVII. CAUSATION ................................................................................................................... 67

XVIII. DAMAGES ....................................................................................................................... 68

XIX. PLAINTIFFS MAY PROPERLY SUE THE TRUSTEE ................................................. 68

XX. CLASS ACTION ALLEGATIONS ................................................................................. 69

XXI. CAUSES OF ACTION ..................................................................................................... 70

FIRST CAUSE OF ACTION (Breach Of Contract) .................................................................... 70

SECOND CAUSE OF ACTION (Breach Of Fiduciary Duty – Post-Event Of Default Duties) .................................................................................................................. 71

THIRD CAUSE OF ACTION (Breach Of Fiduciary Duty – Duty To Avoid Conflicts Of Interest) ........................................................................................................ 73

FOURTH CAUSE OF ACTION (Breach Of The Covenant Of Good Faith Asserted In The Alternative To Breach Of Contract Claim) ............................................ 75

FIFTH CAUSE OF ACTION (Negligence – Breach Of Duty Of Due Care Asserted In The Alternative To Breach Of Contract Claim) ............................................ 76

SIXTH CAUSE OF ACTION (Violation Of The Trust Indenture Act Of 1939, 15 U.S.C. §§ 77ooo(b) And (c)) ............................................................................................ 78

XXII. RELIEF REQUESTED ..................................................................................................... 80

XXIII. JURY DEMAND .............................................................................................................. 81

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Plaintiffs (as defined herein) bring this action on behalf of themselves and all other current

owners of certificates issued by the trusts listed in Exhibit 1 (the “Trusts”) against Defendant Wells

Fargo Bank, National Association (“Wells Fargo” or the “Trustee”), the Trustee for the Trusts, to

recover damages caused by Wells Fargo’s wrongful conduct.1

I. NATURE AND SUMMARY OF THE ACTION

1. This action arises from Wells Fargo’s failure to discharge its duties as Trustee of

271 residential mortgage-backed securities (“RMBS”) Trusts governed by Pooling and Servicing

Agreements (“PSA”), Indentures, and Sale and Servicing Agreements (“SSA”), among other

agreements (collectively, the “Governing Agreements”) created between 2004 and 2008 (the

“Trusts”). The action asserts claims against Wells Fargo for breaches of its express and implied

contractual duties under the Governing Agreements, and its duties under common law.

2. Wells Fargo’s Breaches Of Its Contractual Duties. As Trustee, Wells Fargo has

six essential contractual duties that it must carry out on behalf of the Trusts and their beneficial

certificateholders such as Plaintiffs (the “Certificateholders” or “Holders”). See Exhibit 5.

1On June 18, 2014, Plaintiffs filed a complaint in New York State court captioned BlackRock Allocation Target Shares: Series S Portfolio, et al. v. Wells Fargo Bank, N.A., Index No. 651867/2014 (N.Y. Sup. Ct.), which was subsequently amended on July 16, 2014 (“Initial State Court Action”). The Initial State Court Action asserted the same claims against Wells Fargo as this complaint. On November 14, 2014, Plaintiffs moved their dispute with Wells Fargo relating to the Trusts to federal court. See BlackRock Allocation Target Shares: Series S Portfolio, et al. v. Wells Fargo Bank, N.A., Case No. 14-cv-9371-KPF (S.D.N.Y.) (the “Federal Action”). Concurrently, Plaintiffs requested and Wells Fargo did not oppose voluntary dismissal of the Initial State Court Action, which the court entered on December 23, 2014. On January 19, 2016, the Honorable Richard M. Berman issued an order in the Federal Action declining to exercise supplemental jurisdiction over Plaintiffs’ state law claims relating to the Trusts. See Decision And Order [ECF No. 95]. On March 28, 2016, Plaintiffs re-filed the claims relating to the Trusts previously asserted against Wells Fargo in the Initial State Court Action and the Federal Action in California State court, which was subsequently dismissed on the ground of inconvenient forum pursuant to Cal. Code Civ. Proc. §§ 410.30 and 418.10, subd. (a)(2).

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Specifically, Wells Fargo is obligated to: (i) properly review or inventory mortgage files and make

certifications to ensure that title to the underlying mortgage loans was transferred to the Trusts

(Exhibit 5, Chart 7); (ii) notify Sellers to cure, replace or repurchase defective loans upon its

discovery of breaches of representations and warranties with respect to mortgage loans or

mortgage loan files within the Trusts (Exhibit 5, Chart 8); (iii) take steps to cause the Sellers to

repurchase defective loans in the event the Sellers or Wells Fargo’s designated agents responsible

for enforcing the Trusts’ rights do not carry out their contractual obligations (Exhibit 5, Chart 2);

(iv) provide notices to cure known servicing violations that could materialize into an Event of

Default (Exhibit 5, Chart 3); (v) act prudently and exercise all rights and remedies available to

Wells Fargo under the PSAs upon the occurrence of an Event of Default (Exhibit 5, Chart 10); and

(vi) notify the Certificateholders of all uncured Events of Default (Exhibit 5, Chart 5). As

described herein, for each of the Trusts, Wells Fargo breached these critical contractual duties.

3. First, Wells Fargo failed to properly review and examine the mortgage files

delivered to it to determine if they were in proper form, and failed to diligently inventory the

mortgage files and accurately certify what it had received and identify what it had not received.

4. Second, for each of the Trusts, Wells Fargo failed to notify Sellers to cure, replace

or repurchase defective loans upon its discovery of breaches of representations and warranties with

respect to mortgage loans or mortgage loan files within the Trusts which materially and adversely

affected the value of the mortgage loans or the interests of the Certificateholders in such mortgage

loans. The breaches Wells Fargo discovered include representations and warranties made by the

Sellers concerning the completeness of the mortgage loan files; the title, priority and enforceability

of the liens securing the mortgage loans; the accuracy of the information set forth on the mortgage

loan schedules attached to the associated Mortgage Loan Purchase Agreements (“MLPAs”); the

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payment status of the loans; loan-to-value (“LTV”) ratios for loans; owner occupancy status; and

borrower credit scores. Wells Fargo’s discovery of these breaches of representations and

warranties was sufficient to have enabled it to notify the responsible Sellers of such breaches,

request that the responsible Sellers cure such breaches in all material respects or repurchase such

mortgage loans from the Trusts at the purchase price and in the manner set forth in the PSAs, and

pursue remedies as against the responsible Sellers in the event the Sellers refused to repurchase

the breaching mortgage loans, as obligated under the Governing Agreements (as defined herein).

5. Third, for each of the Trusts, Wells Fargo failed to take steps to cause the Sellers to

repurchase defective loans, including in instances where Wells Fargo’s designated agents

responsible for enforcing the Trusts’ rights did not carry out their contractual obligations.

6. Fourth, Wells Fargo failed to provide notices to cure known servicing violations to

responsible Servicers. In particular, for each of the Trusts, Wells Fargo’s responsible officers had

actual knowledge of, and in many instances received written notice of, failures on the part of the

Master Servicers and Servicers to observe or perform in material respects covenants or agreements

made on their part in the PSAs in respect of mortgage loans. The Servicer breaches Wells Fargo’s

responsible officers knew of include the Servicers’ breaches of their duties to: (i) give notice after

discovering breaches of representations and warranties made by the Sellers; (ii) service and

administer the mortgage loans prudently; and (iii) perform proper loss mitigation strategies,

including with respect to modifications and foreclosures of loans, and make appropriate servicing

advances. Wells Fargo’s responsible officers’ knowledge of such Servicer breaches was sufficient

to have enabled it to notify the responsible Servicers of such breaches, request that the responsible

Servicers cure such breaches in all material respects, and pursue remedies as against the

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responsible Servicers in the event the Servicers refused to cure the identified breaches, as obligated

under the Governing Agreements.

7. As set forth herein, Events of Default have and continue to occur within each of the

Trusts, notwithstanding Wells Fargo’s unreasonable failure to provide an initial written notice to

cure to the Servicers. In particular, under the Governing Agreements and common law, Wells

Fargo has a contractual, implied duty of good faith, or common law obligation to reasonably

facilitate the occurrence of a condition precedent by either refraining from conduct which would

prevent or hinder the occurrence of the condition, or by taking positive action to cause its

occurrence. The PSAs specifically designate Wells Fargo as one of the parties who could give the

required notice to trigger an Event of Default. Wells Fargo unreasonably took no steps to fulfill

the condition, though it had the requisite knowledge and the power to do so. As Wells Fargo failed

to act reasonably and in good faith to facilitate the occurrence of a condition precedent – the

requirement of written notice – the condition is excused.

8. Fifth, Wells Fargo failed to act prudently and exercise all rights and remedies

available to Wells Fargo under the Governing Agreements upon the occurrence of an Event of

Default.

9. Sixth, Wells Fargo failed to notify Certificateholders of all uncured Events of

Default. Under the Governing Agreements, within sixty to ninety days after the occurrence of an

Event of Default, Wells Fargo is obligated to transmit by mail to all Certificateholders notice of

each Event of Default known to Wells Fargo, unless the Event of Default has been cured or waived.

Although Events of Default occurred and were not – and have not been – cured or waived, Wells

Fargo has failed to provide written notice to the Certificateholders of the Events of Default.

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10. Wells Fargo’s Breaches Of Its Fiduciary Duties. Under New York law, Wells

Fargo owed Plaintiffs and other Certificateholders an independent, extracontractual pre-Event of

Default fiduciary duty to avoid conflicts of interest. As set forth herein, Wells Fargo breached its

duty to avoid conflicts of interest with Certificateholders. In particular, in its capacity as a RMBS

servicer to other trusts, Wells Fargo was involved in similar servicer misconduct. Wells Fargo

failed to discharge its contractual and common law duties because it could have jeopardized Wells

Fargo’s close business relationships with the Servicers and Sellers, and lead to Wells Fargo’s own

potential liability in its capacity as a servicer to other RMBS trusts.

11. In addition, under common law, following a contractually defined “Event of

Default,” an indenture trustee’s obligations come to resemble those of an ordinary fiduciary,

regardless of any limitations or exculpatory provisions contained in the indenture. Specifically,

after the occurrence of an Event of Default, Wells Fargo takes on a special fiduciary duty to

exercise its powers in order to secure the trust. This duty continues until the Event of Default is

cured, and the indenture trustee must, as prudence dictates, exercise those singularly conferred

prerogatives in order to secure the basic purpose of any trust indenture, the repayment of the

underlying obligation. Moreover, an indenture trustee’s fidelity to the terms of an indenture does

not immunize an indenture trustee against claims that the trustee has acted in a manner inconsistent

with his or her fiduciary duty of undivided loyalty to trust beneficiaries.

12. Wells Fargo failed to meet its post-Event of Default fiduciary duties because its

responsible officers knew Events of Default had occurred, but failed to secure the Trusts. In

particular, a reasonably prudent trustee in Wells Fargo’s position would have “nosed to the source”

(i.e., commenced investigations to understand the nature and scope of the Seller and Servicer

breaches) and exercised all powers available to it under the Governing Agreements, including

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filing proofs of claims or suits against the Sellers, Servicers or other responsible parties and

zealously litigating the Trusts’ claims to secure the repayment of the underlying obligations.

II. PARTIES

A. Plaintiffs

13. Each of the plaintiffs identified in Exhibit 2 attached hereto (collectively, the

“Plaintiffs”) is a Holder in the Trusts as identified in Exhibit 1 attached hereto. Each of the

Plaintiffs has or is in the process of receiving authorization to sue from the registered holder, Cede

& Co., for those Trusts identified as containing so-called “Negating Clauses” that limit the parties

who may enforce the Governing Agreement.

14. Plaintiffs hold the economic and beneficial interest in their certificates and are the

true parties in interest. No other party has an economic or beneficial interest in the Plaintiffs’

certificates in this matter.

B. Defendant Wells Fargo Bank National Association

15. Defendant Wells Fargo is a national banking association organized and existing

under the laws of the United States. Wells Fargo’s principal place of business and principal place

of trust administration is located in San Francisco, California.

16. Wells Fargo operates fifty corporate trust offices across the country and currently

serves as trustee for more than 400 RMBS trusts issued between 2004 and 2008, including the 271

Trusts at issue in this action.

17. Wells Fargo is the primary United States operating subsidiary of Wells Fargo &

Company, a multinational banking and financial services holding company with 265,000

employees and $1.5 trillion in assets that is headquartered in San Francisco, California. Wells

Fargo & Company is the second largest bank and the twenty-third largest company in the United

States. In 2008, Wells Fargo & Company acquired the Charlotte-based bank Wachovia, including

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Wachovia’s RMBS trustee business, in an all-stock transaction valued at approximately $14.8

billion.

18. Wells Fargo, together with its affiliates, is involved in virtually all aspects of the

private-label RMBS market. For example, Wells Fargo originated approximately $1.5 trillion in

residential mortgages between 2004 and 2008 that were sold and securitized in various RMBS.

Wells Fargo also sponsored approximately 160 RMBS securitizations between 2004 and 2008 with

an original face amount of approximately $165 billion. Finally, Wells Fargo, together with several

of its loan servicing arms including America’s Servicing Company, is one of the largest mortgage

loan servicing businesses in the United States, serving as master servicer for approximately $1.16

trillion in RMBS issued between 2004 and 2008.

III. JURISDICTION AND VENUE

19. This Court has jurisdiction over this proceeding pursuant to CPLR Section 301

because Defendant Wells Fargo maintains offices and regularly conducts business in New York.

This Court also has jurisdiction pursuant to CPLR Section 302 because Wells Fargo, by engaging

in the conduct alleged herein, transacted business and committed tortious acts within New York.

Further, many of the contracts at issue were, on information and belief, performed by Defendant

Wells Fargo in New York and many of the Trusts were formed under New York law and/or contain

a New York choice-of-law provision.

20. Venue is proper in this Court under CPLR Section 503(a) because one or more of

the parties reside in New York County and Plaintiffs designate New York County as the place of

trial for this action. Venue is proper in this Court under CPLR Section 503(b) because Wells Fargo,

a Trustee, is deemed a resident of New York County by virtue of its appointment as trustee of the

Trusts, the majority of which were formed under New York law.

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IV. OVERVIEW OF THE TRUSTS

21. The Trusts at issue in this action, identified in the attached Exhibit 1, are 261 New

York common law trusts and 10 Delaware statutory trusts, resulting from non-agency residential

mortgage-backed securitizations issued between 2004 and 2008, inclusive. Collectively, the Trusts

have a total original principal balance of over $246 billion and a current balance of $23.8 billion,

as of November 30, 2016. To date, the Trusts have suffered total realized collateral losses of over

$34.9 billion. Moreover, as a result of defective mortgage collateral and servicer violations, the

Trusts have incurred and will continue to incur substantial losses.

22. The Trusts have a high concentration of loans originated by seven lenders;

specifically, Option One, Bank of America, Citibank (includes ABN Amro/ Argent), WMC, First

Franklin, Lehman Brothers (includes BNC, SIB and Aurora), and Fremont Investment and Loan

(“Fremont”). These lenders collectively originated approximately $176.7 billion in loans,

representing approximately 70% of the total original face value of the mortgage loans in the Trusts.

23. A significant portion of the Trusts were sponsored by five entities; specifically,

Banc of America, Park Place Securities/Ameriquest, Option One, Lehman Brothers, and Merrill

Lynch. These financial institutions collectively sponsored over $150.7 billion, representing

approximately 61% of the total face value of the mortgage loans in the Trusts.

24. An overwhelming majority of the Trusts’ loans are serviced by five entities.

Specifically, $182.4 billion in loans were originally serviced by Option One, Bank of America

N.A., Homeq Servicing Corp., Countrywide Home Loans, and Aurora representing over 73% of

the total original face value of the mortgage loans in the Trusts.

V. THE CRITICAL ENFORCEMENT FUNCTION OF THE TRUSTEE

25. A RMBS trustee has certain contractual and common law obligations to the trust

and its holders. Unlike Wells Fargo, Plaintiffs and the other Holders have no right to act

independently on behalf of the Trusts. Moreover, it is extremely difficult for Holders to act as a

cohesive group where individual Holder investments are relatively small, minimizing the

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economic incentive to take action or cooperate. This is exacerbated by the fact that the identities

of the Trust’s Holders are confidential and frequently change.

26. For each RMBS issuance, a RMBS trustee is appointed to act as a type of agent on

behalf of the certificateholders collectively to ensure the “efficient centralized enforcement” of the

sellers’ and servicers’ obligations. The trust’s governing agreements and the law mandate that a

RMBS trustee administer the trust as a representative of certificateholders to help enforce their

rights.

27. The essential duties and responsibilities of the trustee are virtually identical in all

RMBS transactions – namely to represent the trusts and their investors as an independent third

party. Between 2003 and 2009, private-label RMBS offerings totaled more than $3 trillion. Yet,

only a handful of major American financial institutions served as RMBS trustees and contractually

agreed to perform the vitally important gatekeeping functions to protect certificateholders. Among

this handful of major RMBS trustees, Wells Fargo held the fourth largest market share during this

period, serving as trustee in 10% of all RMBS securitizations.

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VI. THE GOVERNING AGREEMENTS

28. The Holders’ rights and Wells Fargo’s contractual duties, as Trustee for the Trusts

at issue in this action, are set forth in the relevant securitization agreements, including the

Mortgage Loan Purchase and Sale Agreements (“MLPAs”) (or similar documents) and the

Governing Agreements.

29. Although the Governing Agreements for each of the Trusts are separate agreements

that were individually negotiated and differ slightly in certain respects, the terms that are pertinent

to the subject matter of this Class Action Complaint (“Complaint”) are substantially similar, if not

identical, in all of the Governing Agreements and impose substantially the same, if not identical,

duties and obligations on the parties to the Governing Agreements.

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A. The Mortgage Loan Purchase And Sale Agreement

30. The MLPA is a contract between either the originator and the sponsor, or the

sponsor and the depositor. The MLPA governs the terms of the sale of the mortgage loans acquired

for securitization. In its capacity as “seller” under the MLPA, the originator or sponsor makes

extensive representations and warranties concerning the characteristics, quality, and risk profile of

the mortgage loans.

31. The seller’s typical representations and warranties in the MLPAs include, inter alia,

the following: (i) the information in the mortgage loan schedule is true and correct in all material

respects; (ii) each loan complies in all material respects with all applicable local, state and federal

laws and regulations at the time it was made; (iii) the mortgaged properties are lawfully occupied

as the principal residences of the borrowers unless specifically identified otherwise; (iv) the

borrower for each loan is in good standing and not in default; (v) no loan has a LTV ratio of more

than 100%; (vi) each mortgaged property was the subject of a valid appraisal; and (vii) each loan

was originated in accordance with the underwriting guidelines of the related originator. To the

extent mortgages breach the seller’s representations and warranties, the mortgage loans are worth

less and are much riskier than represented.

32. Under the MLPAs, upon discovery or receipt of notice of any breach of the seller’s

representations and warranties that has a material and adverse effect on the value of the mortgage

loans in the Trusts or the interests of the RMBS investors therein, the seller is obligated to cure the

breach in all material respects. The MLPAs do not specify what constitutes “discovery” of a breach

or what evidence must be presented to the seller in providing notice of a breach.

33. If a breach is not cured within a specified period of time, the seller is obligated to

either substitute the defective loan with a loan of adequate credit quality, or repurchase the

defective loan at a specified purchase price (the “Repurchase Price”) equal to the outstanding

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principal balance and all accrued but unpaid interest on the loan to be paid to the Trust. For

breaches related to a mortgage loan or acquired property already sold from the Trust (for example,

as a result of foreclosure), the Seller must pay to the Trust the amount of the Repurchase Price that

exceeds the net liquidation proceeds received upon the sale of the mortgage loan or acquired

property.

34. The MLPAs’ repurchase provisions ensure that the Trust need not continue to hold

mortgage loans for which the Seller breached its representations and warranties. Thus, the

repurchase provisions transfer from the Trusts to the Sellers the risk of any decline, or further

decline, in the value of those mortgage loans.

35. Under the MLPAs, the demanding party must merely show that the breach has a

material and adverse effect on the value of the mortgage loans in the Trusts or the interests of the

Holders in the loans. The Seller’s cure, substitute and repurchase obligations do not require any

showing that the Seller’s breach of representations and warranties caused any realized loss in the

related mortgage loan in the form of default or foreclosure, or that the demanding party prove

reliance on servicing and origination documents.

36. Upon the sale of the mortgage loans to the Trust, the rights under the MLPAs,

including the Sellers’ representations and warranties concerning the mortgage loans, were assigned

to Wells Fargo, as Trustee, for the benefit of the Holders, in accordance with the Governing

Agreements. See Exhibit 5, Chart 1.

B. The PSAs

37. The PSAs are contracts between, among others, the depositor, the servicer, and the

Trustee. Plaintiffs, as investors in the Trusts, are third party beneficiaries of the PSAs.

38. The PSAs for each of the Trusts are substantially similar and memorialize (i) the

transfer and conveyance of the mortgage loans from the depositor to the Trust; (ii) the Trusts’

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issuance of beneficial certificates of interests in the Trusts to raise the funds to pay the depositor

for the mortgage loans; and (iii) the terms of those certificates.

C. The Trust Agreement

39. The Trust Agreement is a contract between the Depositor, an entity known as the

Owner Trustee, and other entities, which creates a Delaware statutory trust known as the “Issuer,”

which issues the notes.

D. The SSA

40. The SSA (sometimes called a Transfer and Servicing Agreement) is a contract

between the Depositor, the Master Servicer, the Issuer, the Sponsor and Wells Fargo, as the

Indenture Trustee, among others, pursuant to which: (i) the Depositor conveys its right, title, and

interest in the mortgage loans to the Issuer; (ii) the Issuer conveys to the Depositor certificates of

the Issuer; and (iii) the Master Servicer agrees to supervise, monitor, and oversee the obligations

of the servicer to service the loans.

E. The Indenture

41. The Indenture is a contract between the Issuer and Wells Fargo, as the Indenture

Trustee, among others, pursuant to which the Issuer issues notes, which it conveys to the Depositor,

again in exchange for the certificate described above. Subsequently, the notes are sold to investors.

As part of the same agreement, the Issuer pledges its rights relating to the certificates to the

Indenture Trustee to secure its P&I payment obligations on the notes. Wells Fargo, as the Indenture

Trustee, holds this pledge on behalf of investors who purchase the notes.

VII. WELLS FARGO’S DUTIES UNDER THE GOVERNING AGREEMENTS

42. The Governing Agreements also set forth the Trustee’s contractual duties and

obligations to the Holders, which are substantially similar for each Trust. Further, upon

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information and belief, Wells Fargo employed the same general set of policies and procedures to

oversee and manage the Trusts regardless of variations among the Governing Agreements. Wells

Fargo’s principal duties under the Governing Agreements are described below.

A. Wells Fargo’s Duties Pertaining To The Delivery Of Mortgage Files

43. The Governing Agreements contain express terms providing for delivery of the

loans into the Trust. Specifically, the Governing Agreements contain language stating that the

Depositor will deliver certain critical documents evidencing and supporting each loan to the

Trustee and custodian on its behalf, including among other things, the Note and any assignments.

See Exhibit 5, Chart 6.

44. As part of the delivery process, the Trustee acknowledges receipt of these critical

documents and covenants to hold them “in trust for the exclusive use and benefit of all present and

future Certificateholders,” which language is commonly found in § 2.01 of the PSAs. The Trustee

further acknowledges that it will maintain physical possession of the Mortgage File. The Trustee

is required to execute an Initial Certification, in which it states that it had both received a Note and

an assignment, and that it had undertaken a “review and examination” of those documents. After

a designated period, Wells Fargo, or a custodian on its behalf, is required to issue a final

certification and exception report that identifies Mortgage Files that were missing documentation

required under the Governing Agreements. When a custodian fulfills this role, it acts as an agent

or on behalf of the Trustee. See Exhibit 5, Chart 7.

45. If there was a defect with any mortgage file, then the Trustee, or custodian on behalf

of Trustee, were obligated to ensure that the document defects are cured. See Exhibit 5, Chart 8.

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B. Wells Fargo’s Duty To Provide Notice Of Breaches Of Representations And Warranties

46. The Trusts were assigned all of the rights under the MLPAs pertaining to the

mortgage loans, including the right to putback loans that breached the sellers’ representations and

warranties. The Trustee is entitled to reimbursement of any expenses incurred enforcing this

repurchase obligation.

47. To protect the Trusts and all Certificateholders, the Governing Agreements require

Wells Fargo to give prompt notice to all parties to the Governing Agreements upon its discovery

of a breach of a representation or warranty made by the seller in respect of the mortgage loans that

materially and adversely affects the value of any mortgage loan or the interests of the

Certificateholders in any loan. See Exhibit 5, Chart 2.

C. Wells Fargo’s Duties To Take Steps To Enforce The Sellers’ Repurchase Obligations

48. In the event the Seller fails to timely cure, substitute or repurchase the breaching

loans identified in the written notice to the responsible seller, the Governing Agreements require

Wells Fargo,2 or in limited instances one of Wells Fargo’s designated agents,3 to enforce the

responsible Seller’s obligation under the MLPA to repurchase such mortgage loan from the Trust

for the purchase price designated by the Governing Agreements. In connection with enforcing the

Sellers’ repurchase obligations, Wells Fargo has the right to institute litigation on behalf of the

Trusts and for the protection of Holders.

2 See Exhibit 5, Chart 2a. 3 See Exhibit 5, Chart 2b. Plaintiffs submit that given Wells Fargo’s role as Trustee, in the event Wells Fargo learns the designated agent fails to enforce the Sellers’ repurchase obligations, Wells Fargo must take steps to enforce the Trusts’ rights.

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D. Wells Fargo’s Duty To Provide Notice To Offending Servicers

49. Under the Governing Agreements, Wells Fargo, as Trustee, has certain duties with

respect to addressing servicer conduct that could give rise to “Events of Default.” Under the

Governing Agreements, an Event of Default is defined as a specified failure of the servicer to

perform its servicing duties and cure this failure within a specified time period. The Governing

Agreements identify several types of failures by the servicer that may give rise to an Event of

Default, including the servicer’s failure to observe or perform in any material respect any

covenants or agreements in the PSAs.4

50. Another enumerated servicing failure constituting an Event of Default is the

servicer’s bankruptcy or insolvency.

51. Finally, for certain of the Trusts, an Event of Default may occur upon the occasion

of a “Trigger Event.” Specifically, many of the Trusts securitizing sub-prime residential mortgages

and home equity loans utilize excess spread and over-collateralization as a form of credit

enhancement. The Governing Agreements for these Trusts typically allow for principal reduction

of mezzanine and subordinate tranches while the senior-most tranche is outstanding after a

specified step down. However, the Governing Agreements for these Trusts employ Trigger Events

tied to collateral delinquency and loss performance that will alter the base cash flow allocation

method and maintain over-collateralization if there is deterioration in the performance of the

collateral in order to protect senior tranches. There are typically two types of Trigger Events: a

Cumulative Loss Trigger Event and a Delinquency Trigger Event. A Cumulative Loss Trigger

Event occurs if cumulative losses on a collateral pool exceed a specified level of losses. A

4 See Exhibit 5, Chart 3.

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Delinquency Trigger Event occurs when a measure of delinquency as a percentage of current

balance exceeds a specified number (or series of numbers or a formula based calculation, often

based on a specified credit enhancement measure). When a Trigger Event occurs, over-

collateralization is not allowed to step down and the base waterfall is altered whereby distributions

are allocated in a different manner generally intended to protect the senior-most classes.

52. As an initial matter, where Wells Fargo learns of a Servicer’s failure to observe or

perform in any material respect any other covenants or agreements or any other default that could

give rise to an Event of Default under the Governing Agreements, Wells Fargo must promptly

provide written notice to the Servicer.5

53. If the offending Servicer fails to remedy the identified default within the specified

period, an Event of Default under the PSA occurs. Wells Fargo must give written notice to the

relevant servicer of the occurrence of such an event within the specified time period after Wells

Fargo obtains knowledge of the occurrence.6

54. The Trustee’s failure to give notice to the Servicers of a servicing breach or an

Event of Default does not prevent the triggering of an Event of Default should Wells Fargo’s failure

result from its own negligence or willful misconduct.7

E. Wells Fargo’s Post-Event Of Default Duty To Act Prudently

55. After the occurrence of an Event of Default, Wells Fargo undertakes heightened

duties. In particular, the Governing Agreements require Wells Fargo to exercise the rights and

powers vested in it by the Governing Agreements using the same degree of care and skill as a

5 Id. 6 Id. 7 See Exhibit 5, Chart 9.

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prudent person would exercise or use under the circumstances in the conduct of such person’s own

affairs.8 In connection with carrying out its post-Event of Default duties, Wells Fargo has the right

to terminate servicers (see Ex. 5, Chart 4), as well as institute litigation against responsible parties

on behalf of the Trusts and for the protection of all Holders.

F. Wells Fargo’s Duty Provide Notice Of Uncured Events Of Default To Holders

56. Finally, within sixty days after the occurrence of any Event of Default, Wells Fargo

is required to provide written notice to all Holders of the Event of Default, unless the Event of

Default has been cured or waived.9

VIII. THE TRUSTS SUFFERED FROM PERVASIVE BREACHES OF REPRESENTATIONS AND WARRANTIES

57. Each of the Trusts’ loan pools contain a high percentage of loans that materially

breached the Sellers’ representations and warranties, which adversely affected the value of those

mortgage loans and the Trusts’ and Holders’ rights in those mortgage loans. Specifically, the

representations and warranties made by the Sellers concerning the accuracy of the information set

forth on the mortgage loan schedules attached to the associated MLPAs; the title, priority and

enforceability of the liens securing the mortgage loans; the completeness of the mortgage loan

files; the payment status of the loans; LTV ratios for loans; owner occupancy status; and borrower

credit scores.

58. The Sellers’ breach of these representations and omissions is demonstrated by:

(1) the high default rates of the mortgage loans; (2) the collateral losses suffered by the Trusts;

(3) the plummeting credit ratings of the RMBS; (4) evidence highlighting the Sellers’ (i) routine

8 See Exhibit 5, Chart 10. 9 See Exhibit 5, Chart 5.

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abandonment of their underwriting guidelines, (ii) widespread fabrication of borrower and loan

information, (iii) massive breaches of their representations and warranties, and (iv) engagement in

predatory and abusive lending; and (5) the results of forensic reviews and re-underwriting of loans

within the Trusts in other litigation.

A. High Default Rates Of The Mortgage Loans And Plummeting Credit Ratings Are Indicative Of Massive Seller Breaches

59. The extremely high delinquency, modification and collateral loss rates of the

mortgage loans within the Trusts are strong evidence of the Sellers’ misrepresentation of the credit

quality and characteristics of the mortgage loans they sold to the Trusts.

60. The Trusts have experienced payment problems significantly beyond what was

expected for loan pools that were properly underwritten, and which contained loans that actually

had the characteristics originators represented and warranted. For example, as of September 30,

2018, across all 271 of the Trusts, over 14% of the mortgage collateral has been written off as a

loss. Within certain RMBS sponsor labels, such as Option One Trusts, over 23% of the mortgage

collateral has been written off as a loss. Moreover, as of January 1, 2009, an astounding 30% or

more of the relevant mortgage loans were delinquent in 112 individual Trusts at issue in this action.

B. The Certificates Have Experienced Massive Credit Downgrades

61. The significant rating downgrades experienced by the certificates issued by the

Trusts are also strong evidence that the underlying loans were improperly underwritten, and that

they did not have the credit risk characteristics the sellers represented and warranted.

62. Credit ratings are opinions about credit risk published by a rating agency. In issuing

its credit ratings for RMBS, the rating agencies consider the quality of the underlying loan

collateral and creditworthiness of the borrower to determine relative likelihood that the RMBS

may default. At the time of securitization, all of the Trusts’ senior tranches were rated “investment

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grade.” Bond rating firms, such as Standard & Poor’s, use different designations consisting of

upper- and lower-case letters “A” and “B” to identify a bond’s credit quality rating. “AAA” and

“AA” (high credit quality) and “A” and “BBB” (medium credit quality) generally are considered

investment grade. An investment grade rating signifies that the bond has a relatively low risk of

default and are judged by the rating agencies as likely to meet payment obligations such that banks

and institutional investors are permitted to invest in them. Credit ratings for bonds below

investment grade designations (i.e., “BB,” “B,” “CCC,” etc.) are considered low credit quality, and

are commonly referred to as “junk bonds.”

63. However, as public disclosures revealed the Trusts’ Originators’ and Sponsors’

systemic underwriting and securitization abuses and Wells Fargo began reporting severe collateral

losses in the Trusts, the Trusts’ certificates’ credit ratings were drastically downgraded. Currently

approximately 99.5% of the senior tranches in the Trusts have been downgraded at least once.

Across all Trusts, approximately 99.4% of all certificates have been downgraded by at least one

credit rating agency. Finally, more than 91.2% – nearly all – of the senior certificates have been

downgraded to junk status, a startling number.

C. There Is Evidence Of Widespread Breaches Of Representations And Warranties By The Trusts’ Originators

64. Much like other RMBS trusts of the same vintage, the Trusts have been materially

and adversely impacted by the loan origination industry’s rampant underwriting failures. The

Originators’ systemic and pervasive sale to the Trusts of residential mortgage loans in breach of

representations and warranties is confirmed through numerous federal and state government

investigations and published reports, well publicized news reports, and public and private

enforcement actions that have described rampant underwriting failures throughout the period in

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which the Trusts were created and, more specifically, failures by the same Originators whose

mortgage loans were sold to the Trusts.

65. Indeed, the mortgage loans underlying the Trusts were originated by some of the

worst lenders during the relevant time period. Through public and private investigations and

litigation, each of these RMBS lenders have been shown to have systemically abandoned their own

underwriting guidelines during the relevant time period, churning out billions of dollars in loans

with LTVs, owner occupancy status, title condition and other qualities and characteristics that were

materially different than as represented and saddling RMBS trusts, including those at issue here,

with significantly impaired collateral. A summary of testimonial and documentary evidence as to

each of these major originators of the mortgage loans to the Trusts is set forth in Exhibit 10.

D. There Is Evidence Of Widespread Breaches Of Representations And Warranties By The Specific Sponsors Of The Trusts

66. As with other RMBS trusts of the same vintage, the Trusts have been materially

impacted by the Sponsors’ faulty securitization practices. The Sponsors’ systemic and pervasive

sale of residential mortgage loans in the Trusts in breach of representations and warranties is

confirmed through several federal and state government investigations and published reports, well

publicized news reports, and public and private enforcement actions that have described endemic

due diligence failures throughout the period in which the Trusts were created and, more

specifically, failures by the same Sponsors whose mortgage loans were deposited into the Trusts.

67. In fact, it is now well-known that in connection with the securitization of loans for

RMBS trusts including those at issue here, the Trusts’ Sponsors, systemically disregarded their

own and third-party due diligence reports reflecting the defective nature of the underlying

mortgage loans, and as a result materially breached representations and warranties contained in

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the Governing Agreements. A summary of testimonial and documentary evidence as to each of

the major Sponsors of the mortgage loans to the Trusts is set forth in Exhibit 9.

E. Several Of The Trusts Have Been The Subject Of Litigation Uncovering Evidence Of Rampant Breaches Of Representations And Warranties By The Sellers

68. As reflected by Exhibit 14, at least sixty-five of the Trusts have been the subject of

significant RMBS litigation which involved or was made known to Wells Fargo. In each of these

actions, investors provided detailed allegations concerning the sellers’ systemic abandonment of

underwriting standards that resulted in these Trusts and Holders suffering substantial losses. In

several of those actions, the plaintiffs’ allegations were substantiated through forensic reviews of

loan files for specific loans within the Trusts, which revealed rampant breaches of the sellers’

representations and warranties concerning the loans’ LTV ratios, owner occupancy, and other

material qualities and characteristics.

69. The Trusts’ loan pools contained a high percentage of loans that materially breached

the Sellers’ representations and warranties, which adversely affected the value of those mortgage

loans and the Trusts’ and Certificateholders’ rights in those mortgage loans. Specifically, the

representations and warranties regarding the completeness of the mortgage loan files, originators’

compliance with underwriting standards and practices, owner occupancy statistics, appraisal

procedures, LTV and combined loan-to-value (“CLTV”) ratios were systemically and pervasively

false. The falsity of these representations and omissions is demonstrated by the high default rates

of the mortgage loans, the plummeting credit ratings of the RMBS and certificates, the results of

forensic reviews and re-underwriting of loans within the Trusts in other litigation, and evidence

highlighting the originators’ abandonment of underwriting standards.

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F. Recent Landmark Settlement Involving The Trusts

70. On November 19, 2013, the Justice Department (“DOJ”), along with federal and

state regulators, announced a $13 billion settlement with JPMorgan − the largest settlement with a

single entity in American history − to resolve federal and state civil claims arising out of the

packaging, marketing, sale and issuance of 1,128 RMBS offerings by JPMorgan, Bear Stearns and

WaMu prior to January 1, 2009. As part of the settlement, JPMorgan acknowledged that it

regularly included loans within the securitizations “that did not comply with the originator’s

underwriting guidelines” and breached the originator’s representations and warranties.

Significantly, the DOJ-JPMorgan settlement covered fifty-five of the Trusts. See Exhibit 11.

71. On July 14, 2014, the Justice Department, together with federal and state regulators,

announced a $7 billion settlement with Citigroup Inc. to resolve federal and state civil claims

related to Citigroup’s conduct in the packaging, securitization, marketing, sale and issuance of 633

RMBS offerings issued prior to January 1, 2009. The settlement included an agreed upon

statement of facts wherein Citigroup acknowledged that significant percentages of the mortgage

loans within the securitizations contained material defects. Notably, the DOJ-Citi settlement

covered twenty-seven of the Trusts at issue here. Id.

72. On August 21, 2014, the Justice Department, together with federal and state

regulators, announced a $16.65 billion settlement with Bank of America Corporation, and Banc of

America Mortgage Securities, as well as their current and former subsidiaries and affiliates

(collectively, “Bank of America”) to resolve federal and state civil claims related to Bank of

America’s conduct in the packaging, securitization, marketing, sale and issuance of 2,000 RMBS

offerings issued prior to January 1, 2009. The settlement included an agreed upon statement of

facts wherein Bank of America acknowledged that significant percentages of the mortgage loans

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within the securitizations contained material defects. The DOJ-Bank of America settlement

covered 176 of the Trusts at issue here. Id.

73. On February 11, 2016, the Justice Department, together with federal and state

regulators, announced a $3.2 billion settlement with Morgan Stanley to resolve federal and state

civil claims related to Morgan Stanley’s marketing, sale and issuance of RMBS, including eleven

of the Trusts at issue here. As part of the agreement, Morgan Stanley acknowledged in writing

that it failed to disclose critical information to prospective investors about the quality of the

mortgage loans underlying its RMBS and about its due diligence practices, which caused investors

to suffer billions of dollars in losses. The DOJ-Morgan Stanley settlement covered eleven of the

Trusts at issue here. Id.

IX. WELLS FARGO DISCOVERED THAT THE TRUSTS WERE FILLED WITH BREACHING LOANS

74. For each of the Trusts, Wells Fargo discovered breaches of representations and

warranties made in respect of mortgage loans which materially and adversely affected the value of

the mortgage loans or the interests of the Certificateholders in such mortgage loans. The breaches

Wells Fargo discovered include representations and warranties made by the Sellers concerning the

accuracy of the information set forth on the mortgage loan schedules attached to the associated

MLPA; the title, priority and enforceability of the liens securing the mortgage loans; the

completeness of the mortgage loan files; the payment status of the loans; LTV ratios for loans;

owner occupancy status; and borrower credit scores. Wells Fargo’s discovery of these breaches of

representations and warranties was sufficient to have enabled it to notify the responsible Sellers of

such breaches, request that the responsible Sellers cure such breaches in all material respects or

repurchase such mortgage loans from the Trusts at the purchase price and in the manner set forth

in the Trusts’ Governing Agreements, and pursue remedies as against the responsible Sellers in the

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event the Sellers refused to repurchase the breaching mortgage loans, as obligated under the

Governing Agreements.

75. Wells Fargo discovered loan specific breaches of representations and warranties for

each of the Trusts through, among other things, the following sources.

A. Unresolved Exception Reports

76. Under the Governing Agreements, Wells Fargo was required to identify loan files

that contained missing or incomplete documentation in the “Document Exception Report.” Wells

Fargo was also required to certify in the “Final Certification of the Trustee” that it had taken

physical possession of the mortgage loan files, had reviewed all of the loan files for the mortgage

loans in the Trusts and those files – other than those listed on the “Document Exception Report” –

contained complete and accurate documentation and had been properly endorsed and assigned over

to Wells Fargo for the Trusts.

77. On information and belief, for each of the Trusts, Wells Fargo prepared or received

exception reports identifying specific mortgage loans in the Trusts with material documentation

defects in breach of the Sellers representations and warranties that were not cured within the

required period.

B. The Trusts’ Poor Performance

78. Wells Fargo and its responsible officers had discovered by 2009 that the Trusts’

loan pools were afflicted by severe and pervasive breaches of Seller representations and warranties

by virtue of the Trusts’ abject performance. As noted above, it was evident by January 2009 that

given the extremely high mortgage loan delinquency, modification, default, foreclosure and loss

severity rates within the Trusts’ loan pools, the mortgage loans sold to the Trusts were not as the

Sellers had represented and warranted.

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79. Wells Fargo was aware of these events as they monitored the Trusts’ performance.

For example, they were provided with regular reports regarding the performance of the mortgage

loans in each of the Trusts by the Servicers and other of its agents. In addition, Wells Fargo

published monthly reports of the performance of the mortgage loans in each of the Trusts, which

included delinquent loans, loans that had gone into foreclosure and those which had realized losses

upon the sale of their collateral. Moreover, Wells Fargo was acutely aware of the credit ratings for

the Trusts because as part of the rating agencies’ ongoing surveillance and monitoring of the Trusts,

Wells Fargo fielded inquiries and provided detailed data to the rating agencies so that they could

make informed decisions on their grading of the securities.

80. Indeed, for many of the Trusts, the historical delinquencies and collateral losses

within the Trusts’ loan pools has been so severe that it has caused “Triggering Events” under the

Trusts’ Governing Agreements, causing Wells Fargo to change the distribution of Trust proceeds

and contractually obligating Wells Fargo to take on heightened duties, including evaluating the

performance of the Trusts’ Servicers, making increased disclosures to the credit rating agencies

and Holders and acting prudently to protect Holders’ rights.

C. Wells Fargo And Its Responsible Officers Repeatedly Received Written Notice From Certificateholders Of Pervasive And Systemic Seller Breaches

81. Wells Fargo, in its capacity as Trustee to the Trusts at issue herein, as well as in its

capacity as trustee to other RMBS trusts that are not the subject of this action but which are secured

by loans originated and sponsored by the very same entities that originated and sponsored the loans

underlying the Trusts at issue herein, has repeatedly received notice from certificateholders of

pervasive and systemic violations of representations and warranties by the loan sellers. Based on

the sheer volume of the defective mortgage loans identified, together with the systemic and

pervasive faulty origination and securitization practices complained of in the certificateholders’

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breach notices, Wells Fargo and its responsible officers knew that the Trusts’ loan pools similarly

contained high percentages of defective mortgage loans.

82. For example, as servicer and custodian to the Trust, on April 10, 2012, Wells

Fargo’s Des Moines, Minneapolis, Columbia, and Maryland offices received a letter from counsel

for Deutsche Bank National Trust Company, the trustee of “Morgan Stanley ABS Capital I Inc.

Trust 2006-WMC2.” The letter identified hundreds of loans in material breach of Morgan

Stanley’s and WMC’s representations and warranties and demanded their repurchase. The letter

also advised Wells Fargo that “[b]ased on the number of material breaches of Representations in

the statistically representative sample, we have determined a breach rate of 99.7 percent.” On that

basis, the trustee provided notice to Wells Fargo that 99.7% of the mortgage loans within this

Morgan Stanley-label Trust were defective.

83. Additionally, on October 17, 2011, a group of major institutional mortgage

investors in several dozen RMBS trusts sponsored by Citigroup or its affiliates alleged widespread

violations of representations and warranties contained in the Governing Agreements for sixty-eight

RMBS trusts sponsored by Citigroup from 2005 to 2008 (the “Citi Putback Initiative”). The

trustees for these Citigroup-label trusts are Wells Fargo, HSBC, and Deutsche Bank. On April 7,

2014, Citigroup announced that it had reached an agreement with the investor group to resolve

representation and warranty repurchase claims. Under the agreement, Citigroup agreed to make a

binding offer to the trustees to pay $1.125 billion to the trusts, plus certain fees and expenses.

According to Citigroup’s press release announcing the agreement, the sixty-eight trusts covered

by the agreement issued in the aggregate $59.4 billion of RMBS “and represent all of the trusts

established by Citi’s legacy Securities and Banking business during 2005-2008 for which Citi

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affiliates made representations and warranties to the trusts.” The trustees’ approval of the

Citigroup settlement remains pending.

84. The Citibank Putback Initiative identified and seeks to compel the repurchase of

large quantities of loans (i) originated by many of the same lenders that also originated large

quantities of the loans sold to the Trusts, including Option One ($50.8 billion of loans sold to the

Trusts) and Citibank ($25.9 billion of loans sold to the Trusts); and (ii) securitized by the same

investment banks and financial institutions that sponsored the Trusts, including Citibank ($1.6

billion of sponsored Trusts).

85. Similarly, on December 16, 2011, a group of major institutional mortgage investors

in hundreds of RMBS trusts sponsored by JPMorgan or its affiliates issued written instructions to

Wells Fargo, The Bank of New York Mellon (“BNYM”), Deutsche Bank, HSBC, and U.S. Bank,

as trustees, to open investigations into large numbers of ineligible mortgages in the loan pools

securing those trusts and deficient servicing of those loans (the “JPMorgan Putback Initiative”).

The notices covered more than $95 billion of RMBS issued by JPMorgan from 2005 to 2007,

including thirty-one trusts for which Wells Fargo serves as trustee. Less than two years later, Wells

Fargo and the other trustees were presented with a $4.5 billion settlement offer covering 330

JPMorgan-sponsored RMBS trusts. On August 1, 2014 and October 2, 2014, all of the trustees

involved in the JPMorgan Putback Initiative, including Wells Fargo, accepted JPMorgan’s $4.5

billion offer for the vast majority of the 330 trusts included in the offer and petitioned the Supreme

Court of the State of New York for approval of the settlement.

86. The JPMorgan Putback Initiative identified and seeks to compel the repurchase of

large quantities of loans (i) originated by many of the same lenders that also originated large

quantities of the loans sold to the Trusts, including Citibank ($25.9 billion of loans sold to the

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Trusts) and WMC ($18.3 billion of loans sold to the Trusts); and (ii) securitized by the same

investment banks and financial institutions that sponsored the Trusts, including Morgan Stanley

($13.1 billion of sponsored Trusts). In addition, the JPMorgan Putback Initiative identified and

seeks recovery of losses relating to servicing deficiencies by many of the same major servicers of

loans backing the Trusts, including Option One (original Servicer to $51 billion of loans sold to

the Trusts) and Countrywide (original Servicer to $30 billion of loans sold to the Trusts).

87. Similarly, on January 31, 2012, a group of major institutional mortgage investors

in several dozen RMBS trusts sponsored by Morgan Stanley or its affiliates issued written

instructions to Wells Fargo, U.S. Bank and Deutsche Bank, as trustees, to open investigations into

large numbers of ineligible mortgages in the loan pools securing those trusts and the deficient

servicing of those loans (the “Morgan Stanley Putback Initiative”). The notices covered more than

$25 billion of RMBS issued by Morgan Stanley from 2005 to 2007, including certain of the Trusts

at issue herein.

88. The Morgan Stanley Putback Initiative identified and seeks to compel the

repurchase of large quantities of loans (i) originated by many of the same lenders that also

originated large quantities of the loans sold to the Trusts, including WMC ($18.3 billion of loans

sold to the Trusts) and Fremont ($11.2 billion of loans sold to the Trusts); and (ii) securitized by

the same investment banks and financial institutions that sponsored the Trusts, including Morgan

Stanley ($13.1 billion of sponsored Trusts). In addition, the Morgan Stanley Putback Initiative

identified and seeks recovery of losses relating to servicing deficiencies by many of the same major

servicers of loans backing the Trusts, including Saxon (original Servicer to $5.4 billion of loans

sold to the Trusts) and JPMorgan (original Servicer to $5.2 billion of loans sold to the Trusts).

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89. On May 14, 2012, a group of major institutional mortgage investors in several

hundred RMBS trusts sponsored by ResCap or its affiliates reached agreement with ResCap and

its affiliated debtors to resolve claims for breaches of representations and warranties concerning

large numbers of loans in the pools securing those trusts (the “ResCap Putback Initiative”). The

settlement covered more than $320 billion of RMBS largely issued between 2004 and 2008,

including eighteen trusts for which Wells Fargo serves as trustee. The trustees for these ResCap-

sponsored trusts, which were aware of the repurchase and servicing claims through, among other

things, the bankruptcy proceedings, are Wells Fargo, U.S. Bank, Deutsche Bank, and BNYM.

90. The ResCap Putback Initiative identified and sought to compel the repurchase of

large quantities of loans originated by many of the same lenders that also originated large quantities

of the loans sold to the Trusts, including New Century ($10.4 billion of loans sold to the Trusts).

This initiative additionally identified and sought recovery of losses relating to servicing

deficiencies by many of the same major servicers of loans backing the Trusts, including GMAC

(original Servicer to $4.5 billion of loans sold to the Trusts).

91. Based on the sheer volume of the defective mortgage loans identified, together with

the systemic and pervasive faulty origination and securitization practices complained of in the

breach notice letters and the frequency in which it was notified, Wells Fargo and its responsible

officers knew that the Trusts’ loan pools similarly contained high percentages of defective

mortgage loans.

D. Wells Fargo Was Named In RMBS Litigation Involving Common Loan Sellers’ Systemic Abandonment Of Underwriting Guidelines

92. In March 2009, RMBS investors filed suit against Wells Fargo, alleging that it had

misrepresented its underwriting guidelines and loan quality in connection with the sale of over $36

billion in Wells Fargo-label RMBS. See In re Wells Fargo Mortgage-Backed Certificates Litig.,

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No. 09-cv-01376 (N.D. Cal. Mar. 27, 2009). The complaint alleged that originators that both

supplied loans to the Wells Fargo-label RMBS and to the Trusts at issue “greatly reduced and/or

eliminated its underwriting standards in order to approve as many mortgages as possible.” In

denying in part a motion to dismiss, the court found that plaintiffs had adequately pled that

“variance from the stated [underwriting] standards was essentially [Wells Fargo’s] norm,” and that

this conduct “infected the entire underwriting process.” In re Wells Fargo Mortgage-Backed

Certificates Litig., 712 F. Supp. 2d 958, 972 (N.D. Cal. 2010). Wells Fargo agreed to settle the

investors’ claims.

93. The evidence and testimony perpetuated in these and other RMBS actions against

Wells Fargo support the conclusion that Wells Fargo knew that by virtue of the originators’

abandonment of their underwriting guidelines they sold defective loans to both the trusts in which

Wells Fargo served as the sponsor and underwriter, as well as the loans sold to the Trusts at issue

here, and that Wells Fargo knew that these Originators’ representations regarding their adherence

to the guidelines were false. Additionally, based on Wells Fargo’s extensive participation in the

mortgage market and due diligence process, Wells Fargo knew the mortgage loan Sellers’

representations were false.

94. In addition, on September 2, 2011, the Federal Housing Finance Agency (“FHFA”),

as conservator for Fannie Mae and Freddie Mac, filed lawsuits against seventeen of the largest

financial institutions involved in the packaging, marketing and sale of RMBS that Fannie Mae and

Freddie Mac purchased during the period from 2005 to 2007, including Deutsche Bank affiliates.10

10 Complaints were filed against the following lead defendants, in alphabetical order: Ally Financial Inc. f/k/a GMAC, LLC; Bank of America Corporation; Barclays Bank PLC; Citigroup, Inc.; Countrywide Financial Corporation; Credit Suisse Holdings (USA), Inc.; Deutsche Bank AG; First Horizon; General Electric Company; Goldman Sachs & Co.; HSBC North America Holdings,

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In lieu of filing a suit against Wells Fargo and its affiliate, Wells Fargo entered into an agreement

with FHFA permitting the FHFA to reserve the right to file a lawsuit after the statute of limitations

ran out in September 2011, so that Wells Fargo and the FHFA could continue settlement

discussions.

95. Each of the FHFA’s complaints alleged that the defendants falsely represented that

the underlying mortgage loans complied with certain underwriting guidelines and standards,

including representations that significantly overstated the borrowers’ capacity to repay their

mortgage loans and the percentage of loans secured by owner occupied properties. The FHFA

further alleged that defendants materially understated the LTV ratios of the underlying loans.

96. To support its allegations of defendants’ misrepresentations regarding the credit

quality and characteristics of the underlying loan collateral, the FHFA’s complaints highlighted

the severe delinquencies, immense collateral losses and staggering credit downgrades suffered by

both the securitizations at issue in its cases and all RMBS in general of this vintage. Significantly,

the FHFA’s actions involved at least twenty-seven of the Trusts. See Exhibit 11.

97. In addition, the FHFA provided highly detailed summaries of the evidence and

testimony obtained through federal and state investigations, enforcement actions and reports

revealing both industrywide abuses by the mortgage loan originators and sponsors during this

period, and widespread breaches of representations and warranties by specific originators and

sponsors in connection with RMBS trusts. These financial institutions included many of the largest

mortgage loan sellers to the Wells Fargo Trusts, such as Bank of America.

Inc.; JPMorgan Chase & Co.; Merrill Lynch & Co. / First Franklin Financial Corp.; Morgan Stanley; Nomura Holding America Inc.; The Royal Bank of Scotland Group PLC; and Société Générale.

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98. Moreover, FHFA cited the results of its own forensic review of loan level data for

a sampling of hundreds of thousands of mortgage loans and re-underwriting of thousands of loan

files from these securitizations, including thirty-three of the Trusts. The data review revealed

systemic and pervasive misrepresentations regarding owner occupancy and LTV ratios in each of

the securitizations, including the Trusts at issue here and other securitizations involving the same

sponsors to the Trusts, same RMBS labels, same RMBS shelves, same vintage, same loan product

type, or the same originators.

99. Significantly, on November 6, 2013, FHFA announced a $335 million settlement

with Wells Fargo & Co. to settle claims for the allegedly misleading disclosures on mortgage

securities the bank sold to Fannie Mae and Freddie Mac.

100. Given the FHFA’s detailed allegations and Wells Fargo’s monitoring of the

litigation, Wells Fargo and its responsible officers had actual knowledge that the Trusts’ loan pools

contained high percentages of loans that materially and adversely affected the Trusts and the

Holders’ interests in those loans.

101. Despite Wells Fargo’s actual notice of widespread loan defaults and breaches, as

the examples above illustrate, Wells Fargo failed to act in accordance with its obligations under

the Governing Agreements to enforce the originators’ and sponsors’ obligations to cure, substitute

or repurchase defective mortgage loans.

E. Wells Fargo Received Written Notice Of Pervasive And Systemic Seller Breaches From Financial Guaranty Insurers

102. Wells Fargo also discovered that the Trusts’ loan pools contained high percentages

of mortgage loans that materially breached the originators’ and sponsors’ representations and

warranties through its involvement in financial guaranty insurer litigation involving these same

originators and sponsors, in its capacity as either trustee or master servicer.

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103. Financial guaranty insurers provide financial guaranty insurance for RMBS issued

from many of the Trusts. Under the Governing Agreements for these insured RMBS, the mortgage

loan sellers to the Trusts made numerous representations and warranties concerning quality and

origination practices for the mortgage loans. The Governing Agreements for the insured RMBS

also create a repurchase protocol pursuant to which the monoline insurers must provide notice of

a breach of representation and warranty to the responsible mortgage loan seller and the parties to

the Governing Agreement (including the Trustee), in order to compel the responsible mortgage

loan seller to repurchase loans that breach representations and warranties.

104. Monoline insurers have initiated at least three lawsuits against responsible

mortgage loan sellers for breach of their representations and warranties in connection with other

RMBS trusts to which Wells Fargo serves either as master servicer or trustee.11 Prior to filing suit

against the originators and/or sponsors, the monoline insurers (unlike holders) were often able to

obtain access to the specific loan files or conduct a forensic loan level review of the loans, which

showed systemic and pervasive breaches of the representations and warranties. Plaintiffs are

informed and believe that consistent with the repurchase protocol under the Trusts’ governing

documents, Wells Fargo was notified by both the responsible mortgage loan sellers and the parties

11 See, e.g., CIFG Assurance N. Am., Inc. v. Goldman Sachs & Co., et al., Index No. 652286/2011 (N.Y. Sup. Ct. Aug. 16, 2011); CIFG Assurance N. Am., Inc. v. GreenPoint Mortg. Funding, Inc., Index No. 653449/2012 (N.Y. Sup. Ct. Mar. 3, 2013); Ambac Assurance Corp. v. Nomura Credit & Capital, Inc., et al., Index No. 651359/2013 (N.Y. Sup. Ct. May 15, 2013); CIFG Assurance N. Am., Inc. v. Bank of Am., N.A., et al., Index No. 654028/2012 (N.Y. Sup. Ct. Nov. 20, 2012); Assured Guaranty Corp. v. EMC Mortg. LLC, No. 1:12-cv-01945 (S.D.N.Y. Mar. 15, 2012); Assured Guaranty Mun. Corp. v. DLJ Mortg. Capital, Index No. 652837/2011 (N.Y. Sup. Ct. Oct. 17, 2011); Assured Guaranty Mun. Corp. v. UBS Real Estate Sec. Inc., No. 1:12-cv-01579 (S.D.N.Y. Mar. 5, 2012); Ambac Assurance Corp. v. EMC Mortg. LLC, Index No. 651013/2012 (N.Y. Sup. Ct. Aug. 14, 2012); and Assured Guaranty Mun. Corp. v. GMAC Mortg., LLC, et al, No. 1:12-cv-03776 (S.D.N.Y. May 11, 2012).

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to the Governing Agreements (including Wells Fargo as Master Servicer) of these sellers’ systemic

and pervasive breaches of representations and warranties.

105. The monoline insurers’ findings from loan level reviews set forth both in their

breach notices and subsequent publicly available lawsuits made Wells Fargo and its responsible

officers aware of the systemic violation of underwriting and related standards in the mortgage

securitization industry between 2004 and 2008, and informed them of specific originators’ and

sponsors’ systemic and pervasive practice of misrepresenting the credit quality and characteristics

of mortgage loans to keep the RMBS machine running.

106. For example, in CIFG v. Bank of America, Index No. 654028/2012 (N.Y. Sup. Ct.

Nov. 20, 2012), the plaintiff CIFG, a New York-based monoline insurer, wrote insurance relating

to two structured transactions arranged by Bank of America, which in turn were backed by twenty-

two Bank of America securitizations. CIFG alleged that “Bank of America had these securities in

its inventory because it had been unable to sell them when it served as underwriter on the original

RMBS offerings.” CIFG claimed that “Bank of America knew of the poor quality of the Mortgage

Loans, and knew the unsold Original RMBS were a ticking time bomb on the bank’s books.”

According to CIFG, Bank of America, unable to sell the securities in pieces, then “hatched a new

plan of financial engineering,” repackaged the bonds, and induced CIFG to provide more than

$150 million in insurance to make them marketable to investors. CIFG alleged that Bank of

America gave it “garbage data” that made the loans and the certificates they backed appear less

risky than they actually were, including with respect to LTV, CLTV and the percentage of the

mortgages where the property would be occupied by the borrowers.

107. To highlight the falsity of the originators’ and Bank of America’s representations

and warranties regarding the underlying loans, CIFG revealed the findings of its loan level analysis

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of over 31,000 mortgage loans from the twenty-two securitizations showing that a staggering

64.37% of the mortgage loans contained at least one material defect. A summary of testimonial

and documentary evidence demonstrates widespread breaches of representations and warranties

by each of the major originators of the mortgage loans for those trusts.

108. Because these monoline insurers’ findings from loan level reviews set forth both in

their breach notices and subsequent publicly available lawsuits reflected these mortgage loan

sellers’ systemic and pervasive violation of underwriting and securitization guidelines, Wells Fargo

discovered that these same defective underwriting and securitization practices applied equally to

the other trusts containing loans originated and securitized by these same originators and sponsors.

F. Wells Fargo Selectively Asserted The Trusts’ Repurchase Rights Against The Sellers

109. Wells Fargo’s knowledge of pervasive breaches of representations and warranties

by the Originators and Sponsors at issue herein was also demonstrated by its own actions by 2009.

For example, in 2007, New Century, a major loan seller to the Trusts, filed for bankruptcy.

Thereafter, Wells Fargo filed a proof of claim in the bankruptcy action against New Century to

enforce its repurchase obligations for breaches of representations and warranties and early

payment defaults, but only in connection with five Carrington-label Trusts. On November 4, 2009,

Wells Fargo entered into a stipulation resolving its claims against the New Century Liquidating

Trust. Despite the steady stream of reports of New Century breaches of representations and

warranties and poor performance of its loan pools, Wells Fargo did not pursue responsible sponsors

to enforce representation and warranty claims as to the thousands of breaching New Century

mortgage loans in the Trusts that these sponsors stood behind.

110. Similarly, in 2008, Lehman Brothers, a major originator and sponsor for the Trusts

filed for bankruptcy. In connection with Lehman Brothers’ bankruptcy, Wells Fargo through Law

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Debenture Trust Company of New York, U.S. Bank, Wilmington Trust Company, Wilmington

Trust, National Association, and Deutsche Bank National Trust Company, in their capacity as

trustee or separate trustee (collectively, the “Lehman Bankruptcy RMBS Trustees”), filed proofs

of claims, asserting that Lehman Brothers was liable to 405 trusts for breaches of representations

and warranties for all one million of the mortgage loans underlying these Trusts. Wells Fargo was

the trustee for at least twenty-six of these 405 trusts. In pursuing these claims, the Lehman

Bankruptcy RMBS Trustees undertook a re-underwriting and a detailed review of a sample of

nearly 5,000 loans in 255 of the 405 RMBS trusts that suffered a loss. The Lehman Bankruptcy

RMBS Trustees’ experts found breaches of representations and warranties in approximately 57%

of the sampled loans. Wells Fargo made these claims even though Lehman Brothers was not liable

for all of the mortgage loans in most of those Trusts, and in fact there were many other solvent

originators to those Trusts who had made representations and warranties for those mortgage loans

and were thus liable for them. Wells Fargo’s “omnibus” claim for breach of representations and

warranties as to all of the mortgage loans in all of those Trusts, including for mortgage loans that

Lehman Brothers was not even potentially liable for, and in fact other originators were,

demonstrates Wells Fargo’s knowledge of pervasive breaches by all of the originators to those

Trusts. Nonetheless, Wells Fargo has not pursued any of those Originators to enforce

representation and warranty claims as to the thousands of breaching mortgage loans in those

Trusts.12

12 Given that Wells Fargo filed claims against Lehman Brothers in the bankruptcy case for those twenty-six Trusts, Plaintiffs do not allege that Wells Fargo breached the Governing Agreements by failing to make representation and warranty claims against Lehman Brothers for the Trusts. However, Plaintiffs do allege that Wells Fargo breached the Governing Agreements by failing to make representation and warranties claims against the many other responsible parties, including Sellers to the Lehman-label Trusts at issue.

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G. Wells Fargo Discovered Widespread Seller Breaches Of Representations And Warranties In Its Capacities As Servicer And Warehouse Lender

111. In addition to acting as a trustee, Wells Fargo is among the largest mortgage loan

servicers to the RMBS industry during the relevant period, servicing a portfolio of nearly nine

million loans. Many of these loans were originated and sponsored by the same mortgage loan

sellers to the Trusts. In connection with servicing these loan sellers’ loans, Wells Fargo was in a

front row seat to view mortgage loan sellers’ abusive underwriting and securitization practices.

For example, as servicer to these other RMBS trusts containing loan pools originated and

securitized by the same mortgage loan sellers to the Trusts, Wells Fargo prepared monthly reports

for the trustees that detailed the similarly poor performance of these loan pools. Additionally, as

servicer, Wells Fargo knew of the credit agencies’ similar downgrading of these trusts as result of

the poor credit quality of these same originators’ and sponsors’ loan pools. Further, in servicing

and administrating the loans, including during the modification process, Wells Fargo examined the

loan files of mortgage loans originated and sponsored by these entities and in the process

discovered systemic and pervasive breaches of representations and warranties in the loan pools.

Significantly, many of the same employees within Wells Fargo’s servicing division were also

involved with Wells Fargo’s trust administration business.

112. Moreover, Wells Fargo had a vested financial interest in the loans originated by

many of the Trusts’ Originators. For example, a Wells Fargo affiliate served as an Option One

warehouse lender pursuant to a $1 billion, five-year revolving credit facility used to fund non-

prime mortgage loan originations, including loans sold to forty-five Trusts at issue in this action.

Warehouse lending agreements, such as the agreement between Wells Fargo and Option One, are

short-term revolving credit facilities extended by banks to mortgage originators to fund mortgage

loans. The bank – here, Wells Fargo – provides the capital to originate the loans, and the originator

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– here, Option One – quickly sells the loans to repay the debt. Warehouse lending agreements

such as the agreement between Wells Fargo and Option One facilitated the securitization of bad

loans. Moreover, the FCIC Report noted that warehouse lending agreements enabled the lenders

to have unrestricted access to the underwriting practices of originators such that the banks “knew

a significant percentage of the sampled loans did not meet their own underwriting standards or

those of the originators.”

113. Finally, Wells Fargo maintained various business divisions, including its Asset

Backed Finance teams, which were responsible for managing Wells Fargo’s own RMBS

investments as well as providing RMBS advisory services to several of its institutional investor

clients. In connection with conducting these business activities, Plaintiffs are informed and believe

that Wells Fargo tracked seller and servicer performance, including deal, collateral, loss severity,

foreclosure timelines and servicer performance comparisons, as well as conducted fraud reviews

and repurchase administration for its clients. In connection with conducting these activities, Wells

Fargo learned of the Sellers’ pervasive abandonment of stated underwriting and securitization

guidelines and breaches of representations and warranties within the Trusts.

X. THE TRUSTS ALSO SUFFERED FROM PERVASIVE SERVICER VIOLATIONS

114. In the aftermath of the financial crisis, the mortgage loan servicing industry has

received increased scholarly, popular, regulatory and political attention as a result of rampant

servicing abuses in connection with the administration of and foreclosing on mortgage loans

backing private-label RMBS.

115. Much like other private-label RMBS trusts of the same vintage, each of the Trusts

suffer from ongoing Events of Default caused by the servicers’ failure to observe and perform, in

material respects, the covenants and agreements imposed on them by the Governing Agreements.

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The servicers’ breach of their covenants is confirmed through federal and state government

investigations and published reports, well publicized news reports, and public and private

enforcement actions that have described RMBS servicers’ systemic and pervasive deviation from

usual, customary and lawful servicing practices in their administration of mortgages and, more

specifically, illegal and illicit servicing activities by the same servicers who service the loans held

by the Trusts.

A. The Servicers Failed To Give Notice Of Seller Breaches Of Representations And Warranties And Enforce The Sellers’ Repurchase Obligations

116. As with the Trustee, the Governing Agreements require the servicers to give prompt

written notice to all parties to the Governing Agreements of a breach of a representation or

warranty made by a seller in respect of the mortgage loans that materially and adversely affects

the value of any mortgage loan or the interests of the Certificateholders in any such mortgage loan,

upon the servicer’s discovery of such breach. Moreover, the servicers are required under the

Governing Agreements to enforce the sellers’ obligation to repurchase, substitute, or cure such

defective loans.

117. In many cases, the servicers are affiliates of the sellers because in connection with

the sale of a loan pool, the seller secured the retention of servicing rights to loans for its servicing

division. These servicers had actual knowledge of their affiliate mortgage loan sellers’ abusive

underwriting and securitization practices, and therefore had actual knowledge at the time of the

Trusts’ purchase of these loans that the sellers included high percentages of defective loans within

the loan pools. These servicers failed to notify parties to the Governing Agreements of the

discovery of mortgages that were in violation of applicable representations and warranties at the

time they were purchased by the Trusts, and failed to enforce the sellers’ repurchase obligations,

despite their awareness of loans that were in violation of representations and warranties.

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118. Further, as noted above, the servicers have regularly modified mortgage loans held

by the Trusts. Plaintiffs are informed and believe that in the process of modifying these mortgage

loans, the servicers have discovered that specific loans breached applicable seller representations

and warranties because the loan modification process involves scrutinizing the underlying

origination and mortgage loan files, and any supplemental information provided by the borrower

to assess the borrower’s ability to pay. Thus, in the process of performing loan modifications, the

servicers had to have discovered breaches of representations and warranties regarding the

characteristics of the loan, the creditworthiness of the borrower, the adequacy of the collateral and

the title status of the mortgages. Nevertheless, the servicers systemically failed to notify the other

parties of these breaches.

119. As also set forth above, there has been widespread public evidence of the

originators’ abandonment of underwriting guidelines and the sponsors’ faulty securitization

practices that made the servicers aware of material seller breaches representations and warranties

within the Trusts’ loan pools. Nevertheless, the servicers have not notified the other parties to the

PSAs of these seller breaches or enforced the sellers’ repurchase obligations.

120. Further, the servicers have been specifically notified by monoline insurers of

pervasive breaches by the sellers. Although aware of specific mortgage loans that breach

applicable representations and warranties, the servicers have failed to enforce the seller’s

obligation to repurchase, substitute, or cure such defective loans as required under the PSAs.

121. The servicers’ systemic and pervasive failure to give notice of the sellers’ material

breaches of representations and warranties and to enforce the sellers’ repurchase obligations have

materially affected the rights of the Trusts and all Certificateholders under the PSAs in that they

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have deprived the Trusts of mortgage loans of adequate credit quality, or alternatively funds

representing the “Repurchase Price” under the PSAs, with respect to each defective mortgage loan.

B. The Servicers Have Violated Their Prudent Servicing Obligations

122. The Governing Agreements require that the servicer service and administer the

mortgage loans for and on behalf of the Certificateholders, and, consistent with the terms of the

Governing Agreements, (i) in the same manner in which it services and administers similar

mortgage loans for its own portfolio or for other third parties, giving due consideration to

customary and usual standards of practice of prudent institutional mortgage lenders servicing

similar loans; (ii) with a view to maximizing the recoveries with respect to such mortgage loans

on a net present value basis; and (iii) without regard to, among other things, the right of the servicer

to receive compensation or other fees for its services under the Governing Agreement, the

obligation of the servicer to make servicing advances under the Governing Agreement, and the

servicer’s ownership, servicing or management for others of any other mortgage loans.

123. As demonstrated by Exhibit 12, highly publicized government enforcement actions

and settlements reached with the servicers demonstrate that the servicers have systemically and

pervasively violated these prudent servicing obligations.

124. The servicers’ systemic and pervasive failure to observe their prudent servicing

obligations have materially affected the rights of the Trusts and all Certificateholders under the

PSAs in that the violations have exacerbated the Trusts’ losses and have fostered uncertainty as to

the timely recovery of collateral.

C. The Servicers Have Violated Their Foreclosure Obligations

125. The Governing Agreements require the servicers to use their best efforts, consistent

with accepted servicing practices, to foreclose upon or otherwise comparably convert the

ownership of properties securing such of the mortgage loans as they come into and continue in

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default and as to which no satisfactory arrangements can be made for collection of delinquent

payments. Moreover, each of the Governing Agreements contemplates that foreclosures and

liquidations of defaulted mortgages will proceed forthwith and in accordance with applicable law,

provided the documentation is in order, as a matter of fairness to all parties.

126. As demonstrated by Exhibit 12, highly publicized government enforcement actions,

private litigation and settlements involving the servicers demonstrate that the servicers have

systemically and pervasively violated these foreclosure obligations.

127. As reflected by Exhibit 12, studies show that the servicers have also routinely kept

defaulted mortgages on their books, rather than foreclose or liquidate them. Indeed, in several

states, the average number of days for delinquent loans in foreclosure in the Trusts have doubled

or quadrupled. The servicers’ delay in foreclosing has allowed the servicers to charge unearned

and unwarranted servicing fees, as well as unauthorized fees for default-related services, on

mortgages that would have been liquidated but for the servicers’ breach of their duties.

128. The Servicers’ systemic and pervasive violation of their foreclosure obligations

have materially affected the rights of the Trusts and all Holders in that the Trusts have incurred

costs of remedying procedural errors and re-filing affidavits and other foreclosure documents. The

Trusts have also been forced to bear costs related to disputes over note ownership or authority to

foreclose, and to allegations of procedural violations through the use of inaccurate affidavits and

improper notarizations. The Trusts have further incurred losses as a result of delays or other

damages caused by the weaknesses in the Servicers’ foreclosure processes.

D. The Servicers Have Violated Their Modification Obligations

129. The Governing Agreements provide that the servicers agree to a modification of

any mortgage loan only in certain specified circumstances. When modifications are required to

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remedy predatory lending or foreclosures violations, the Governing Agreements require that the

seller or the servicer – and not the Trusts or the Holders – bear the costs to cure such breach.

130. The servicers have breached the Governing Agreements by agreeing to modify

loans held in the Trusts for the purpose of settling predatory lending claims made by various

attorneys general against their parent companies while breaching their obligation to demand that

the offending mortgage seller (their parent companies) bear the costs of curing the violation, as

well as the expenses reasonably incurred in enforcement of the seller’s obligation to cure predatory

mortgages. The servicers have also breached the Governing Agreements by agreeing to modify

loans held in the Trusts for the purpose of settling claims related to their wrongful servicing and

foreclosure practices made by various attorneys general.

131. The Servicers’ violation of their modification obligations have materially affected

the rights of the Trusts and all Holders in that the Servicers and their parent companies have been

unjustly enriched to the detriment of the Trusts and Holders by using Trust collateral to settle

claims that are not, and could never be, made against the Trusts.

E. The Servicers Have Abused Their Servicing Advances Obligations

132. The Governing Agreements provide that the servicers are to advance principal and

interest (“P&I”) on a loan only if they determine that the advance payment is recoverable. The

Governing Agreements further provide that the servicers may only recover servicing advances that

are customary, reasonable and necessary out-of-pocket costs and expenses incurred in the

performance by the servicers of their servicing obligations.

133. The Servicers have abused their advancing obligations to enrich themselves to the

direct detriment of the Trusts. In particular, the servicers have manipulated the recoverable

designation to their advantage. During low interest rate environments, the servicers have

designated severely delinquent loans as recoverable so that the loans would be kept in the Trusts’

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loan pools and the servicers could continue to earn their servicing fees on these loans, which

exceed the relatively low cost of financing the advances on these delinquent loans. However, when

interest rates have increased, the servicers have strategically switched the mortgage loans’

designation from recoverable to unrecoverable. The switch in designation enables the servicers to

recoup all prior advances as a senior claim of the Trusts.

134. The Trusts and their Holders are harmed by the servicers’ manipulation of the

recoverable designation because the Trusts incur more interest rate risk exposure than expected

since the servicers’ recoverability designations are strategically determined as a function of interest

rates, as opposed to the value of the mortgaged property as required under the Governing

Agreements.

135. Finally, despite the requirement that servicing advances were to be incurred only

for reasonable and necessary out-of-pocket costs, the servicers instead utilized affiliated vendors

– who marked up their services to a level 100% or more above the market price – to provide

services related to the preservation, restoration, and protection of mortgaged property, in a

fraudulent, unauthorized, and deceptive effort to supplement their servicing income. These

improper servicing advancing have exacerbated the Trusts’ losses.

F. Certain Trusts Have Experienced Triggering Events

136. Due to the abject performance of the underlying loan collateral, certain of the Trusts

have experienced Trigger Events tied to collateral delinquency and loss performance that altered

these Trusts’ base cash flow allocation in order to protect senior tranches and caused an Event of

Default to occur within these Trusts.

G. Certain Servicers Went Insolvent

137. Finally, certain of the Trusts have experienced Events of Defaults as a result of the

insolvency or bankruptcy of certain of the servicers.

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XI. WELLS FARGO HAS KNOWN OF SERVICER VIOLATIONS PLAGUING THE TRUSTS

138. Wells Fargo and its responsible officers knew of, and in many instances received

written notice of, failures on the part of the Master Servicers and Servicers to observe or perform

in material respects covenants or agreements made on their part in the PSAs in respect of mortgage

loans. The Servicer breaches Wells Fargo knew of include the Servicers’ breaches of their duties

to: (i) give notice after discovering breaches of representations and warranties made by the Sellers;

(ii) service and administer the mortgage loans prudently; and (iii) perform proper loss mitigation

strategies, including with respect to modifications and foreclosures of loans, and make appropriate

servicing advances.

139. Wells Fargo’s knowledge of such Servicer breaches was sufficient to have enabled

it to notify the responsible Servicers of such breaches, request that the responsible Servicers cure

such breaches in all material respects, and pursue remedies as against the responsible Servicers in

the event the Servicers refused to cure the identified breaches, as obligated under the Governing

Agreements.

140. There is ample evidence that, beginning in early 2009 and continuing to the present,

Wells Fargo and its responsible officers have known of the above described widespread and severe

failures on the part of the Servicers to observe or perform in material respects their obligations

under the PSAs. Preliminarily, as discussed above, since 2009 and continuing to the present there

has been a steady stream of public disclosures regarding the servicers’ violations. Nevertheless,

apart from the highly publicized government investigations, reports and enforcement actions, as

well as high profile litigation involving the servicers, as explained below there is a host of

additional evidence demonstrating Wells Fargo’s and its responsible officers’ knowledge that the

servicers have materially breached their contractual obligations.

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A. Wells Fargo Had Knowledge Of The Servicers’ Failures Through The Monthly Servicer And Remittance Reports

141. Wells Fargo knew of loan specific Servicer breaches through, among other things,

its receipt of servicing data and preparation of remittance reports for the Trusts, which reflected

the Servicers’ excessive delay in foreclosing on loans in order to obtain excessive fees at the

expense of the Trusts and their investors. Plaintiffs are informed and believe that Wells Fargo

received servicing data from the Servicers that it used to prepare its monthly remittance reports

that identified and tracked when certain defaulted loans within the Trusts entered within a

distressed state, when the loans were processed and eliminated from the Trusts’ loan pools, and the

recurring annual and monthly servicing costs incurred by the Trusts for these defaulted loans. The

servicing data and remittance reports reflected that the Servicers’ timing in processing and

foreclosing on defaulted loans within the Trusts went far beyond acceptable servicing and

foreclosure practices based on applicable state timelines and itemized the costs that have been and

continue to be incurred by the Trusts that could have been avoided had the Servicers processed

and foreclosed on the loan in a timely fashion or in an appropriate fashion consistent with servicing

standards.

142. For example, as reflected below, Loan ID: ****687413 in the BAFC 2005-C Trust

was originated and sold to the Trust on or about April 2005 with original balance of $559,200. The

borrower defaulted and the loan went into foreclosure in February 2008. The servicer, however,

failed to liquidate the loan until June 2016, meaning that the loan remained in foreclosure status

for more than 9 years (104 months), all the while unnecessarily accruing servicing fees at the

13 To avoid potential disclosure of any borrower-specific information, Plaintiffs have included partial Loan ID numbers.

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Trust’s expense. Wells Fargo, in its capacity as Trustee, had actual knowledge of and received

written notice of this servicer misconduct through its receipt of servicing data for this loan and its

preparation of remittance reports.

143. Likewise, Loan ID: ****8541 in the IMSA 2005-2 Trust was originated in

November 2005. The borrower defaulted in February 2007. Amazingly, the servicer maintained

the distressed loan on its books until July 2016, almost 9 years, while the servicer reaped lucrative

fees and caused the Trust to incur substantial avoidable expenses.

144. The specific loans detailed above are but two examples. Upon information and

belief, the Trusts are filled with similar distressed loans where Wells Fargo’s responsible officers

have received written notice of servicing violations through the servicing data evidencing the

servicers’ misconduct. In particular, an analysis of servicing data for all loans within thirty-nine

sample Trusts confirm that these Trusts contain an extremely large percentage of loans that have

been in distress for more than one year, as reflected in the chart below.

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145. As demonstrated by the chart above, in total, for these 39 Trusts alone, these

distressed loans have caused over $3.6 billion in collateral losses to the Trusts to date.

B. Wells Fargo Itself Was Involved In Government Enforcement Actions And Litigation Stemming From The Servicers’ Violations

146. Wells Fargo and its responsible officers knew of the servicers’ improper servicing

practices because, as described in greater detail above (Section XI), Wells Fargo and its affiliates,

in their capacity as servicers to other RMBS trusts, were targets together with many of the servicers

for the Trusts in highly publicized governmental investigations, prosecutions and settlements. For

example, along with thirteen other of the nation’s largest servicers, the agencies similarly found

deficiencies in Wells Fargo’s servicing and foreclosure processes, brought a formal enforcement

action against Wells Fargo, and participated in a joint settlement including Aurora, Bank of

America, Citibank, Goldman, HSBC, JPMorgan, MetLife Bank, Morgan Stanley, PNC, Sovereign,

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SunTrust, and U.S. Bank. Wells Fargo’s involvement in such proceedings would have made it

acutely aware of the deficiencies of each of the other servicers subject to these actions.

147. Wells Fargo and its responsible officers also knew of the Servicers’ improper

servicing practices through its involvement in litigation highlighting servicing failures, such as in

judicial foreclosure proceedings exposing the servicers’ failure to correct irregularities in the chain

of title. For example, in U.S. Bank Nat’l Ass’n v. Ibanez, 458 Mass. 637, 941 N.E.2d 40 (2011),

the court affirmed the trial court’s ruling that Wells Fargo did not demonstrate that it was the holder

of the mortgage at the time that it foreclosed on a mortgaged property in ABFC 2005-OPT1, one

of the Trusts at issue here. Consequently, Wells Fargo failed to demonstrate that it, as trustee on

behalf of the Trust, acquired fee simple title to the property by purchasing it at the foreclosure.

Similarly, in Wells Fargo Bank Nat’l Ass’n v. Erobobo, Index No. 31648/2009, 2013 WL 1831799,

at *10 (N.Y. Sup. Ct. Apr. 29, 2013), the court denied Wells Fargo’s motion for summary judgment

in a foreclosure because the assignment of the note and mortgage, which were a part of ABFC

2006-OPT3, were void “for having not been assigned from the Depositor to the Trust . . . in

contravention of the PSA.” See also Wells Fargo Bank, N.A. v. Hampton, Index No. 25957/2007

(N.Y. Sup. Ct. July 16, 2007) (holding that with respect to a mortgage in OOMLT 2007-1, Wells

Fargo’s “attempt to retroactively assign the mortgage is insufficient to establish plaintiff’s

ownership interest at the time the action was commenced” and that Wells Fargo lacked standing to

commence the action).

148. These and other public enforcement actions and private litigation highlighting the

servicers’ improper servicing practices were well known throughout the RMBS industry, including

by Wells Fargo and the other principal financial crisis-era trustees. For example, in October 2010,

Deutsche Bank – which serves as trustee for more than 1,000 RMBS trusts – issued a notice to all

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RMBS certificateholders in trusts for which Deutsche Bank served as trustee confirming Deutsche

Bank’s awareness of ongoing government investigations into improper servicing practices.

Deutsche Bank’s notice acknowledged that it had been “widely reported in the news media” that

“several major U.S. loan servicers” had “suspended certain foreclosures in some or all states” due

to allegations and investigations regarding “defects in foreclosure practices, procedures and/or

documentation.” Also in October 2010, Deutsche Bank sent an “urgent and time sensitive”

memorandum to all servicers of mortgage loans included in any RMBS trust for which Deutsche

Bank acts as trustee. In the memorandum, Deutsche Bank discussed “an urgent issue requiring

your [the servicers] immediate attention” – specifically, the same “serious . . . defects in foreclosure

practices, procedures and/or documentation” discussed in Deutsche Bank’s notice to

certificateholders. The memorandum referred to the expansive scope of the reported servicer

deficiencies, and admitted that foreclosure abuses such as the execution and filing by servicers or

their agents of documents containing untrue assertions of fact “would constitute a breach of that

Servicer’s obligations under the [PSAs] and applicable law.” Wells Fargo, as servicer to more than

150 RMBS trusts for which Deutsche Bank serves as trustee, received Deutsche Bank’s

memorandum.

C. Wells Fargo And Its Responsible Officers Received Written Notice From Certificateholders Of Pervasive And Systemic Servicer Breaches

149. In its capacity as trustee to the Trusts and other RMBS trusts that are not the subject

of this action, Wells Fargo and its responsible officers repeatedly received written notice from

Certificateholders of the same systemic servicing violations described above perpetrated by the

very same servicers for the Trusts. Based on the systemic and pervasive practices complained of

in the Certificateholders’ breach notices, Wells Fargo and its responsible officers knew that

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servicers were engaged in the same wrongful conduct in connection with their servicing of the

loans for the Trusts.

1. Wells Fargo And Morgan Stanley RMBS Initiatives

150. For example, on January 31, 2012, an investor group issued instructions to Wells

Fargo, Deutsche Bank, and U.S. Bank, as trustees, to open investigations of ineligible mortgages

in pools securing over $25 billion of RMBS issued by various affiliates of Morgan Stanley and

deficient servicing of those loans by Saxon, including four of the Trusts at issue.

151. Thereafter, on September 19, 2012, the same investor group sent Notices of Non-

Performance (“September 19, 2012 Notice”) to Wells Fargo and other RMBS trustees, as well as

the master servicers Saxon and Wells Fargo, covering one of the Trusts at issue here. In particular,

the September 19, 2012 Notice identified material breaches by the master servicers Saxon and

Wells Fargo of specific servicing covenants in PSAs for more than $28 billion of Morgan Stanley-

issued RMBS and $45 billion of Wells Fargo-issued RMBS (including MSAC 2007-HE4 at issue

here). The September 19, 2012 Notice alleged that each of these servicing failures had materially

affected the rights of the certificateholders and constituted ongoing Events of Default in the

servicer’s performance under the relevant PSAs. It also put Wells Fargo on notice of systemic

deficient servicing practices by Wells Fargo and Saxon, among the largest servicers of loans in the

Trusts.

2. Ocwen RMBS Initiative

152. For several years, institutional investors have urged Wells Fargo to take action to

remedy significant, material breaches and defaults by Ocwen, a servicer responsible for servicing

the mortgage loans in the Trusts.

153. For example, on January 23, 2015, a group of investors provided Wells Fargo with

a detailed notice of non-performance, backed by copious schedules and exhibits of specific,

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individual mortgage loans at issue, demonstrating that Ocwen had breached, and was continuing

to breach, its obligations as Servicer to certain Trusts, including nine of the Trusts at issue, in

significant and material ways, causing significant harm to certificateholders (“the Notice of Non-

Performance”).

154. The Notice of Non-Performance advised Wells Fargo of specific breaches and

defaults on specific mortgage loans, as well as general misconduct by Ocwen, relating to:

(i) Ocwen’s pervasive conflicts of interest, including Ocwen’s use of affiliated vendors to provide

services to the Trusts; (ii) Ocwen’s imprudent and improper mortgage loan modification practices;

(iii) Ocwen’s failure to account for P&I collected by Ocwen and owed to the Trusts; (iv) Ocwen’s

poor record keeping and failure to comply with applicable servicing laws and regulations; (v) poor

financial performance by the mortgages in the Trusts as a result of Ocwen’s substandard servicing;

(vi) Ocwen’s improper practice of recouping servicing advances at the time of a mortgage loan

modification, in violation of the Governing Agreements for the Trusts; and (vii) Ocwen’s improper

use of Trust assets to resolve regulatory and law enforcement investigations into Ocwen’s servicing

practices.

155. The Notice of Non-Performance was accompanied by detailed schedules,

summaries, and supporting information setting out thousands of examples of servicing breaches

on individual, identified mortgage loans, as well as an econometric study showing $26 billion in

trust underperformance across all RMBS trusts whose mortgages were serviced by Ocwen as

compared to other servicers of similar mortgages.

156. From and after January 23, 2015, Ocwen failed and refused to remedy or cure its

breaches of the Governing Agreements. As a result, Events of Default have occurred in these

Trusts.

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3. JPMorgan RMBS Initiative

157. On December 16, 2011, investors provided notice to Wells Fargo and four other

RMBS trustees of, among other things, master servicer violations by JPMorgan and JPMorgan

predecessor entities (Bear Stearns and WaMu) in connection with $95 billion of RMBS issued by

various affiliates of JP Morgan from 55 trusts issued between 2005 and 2007 under the BOAM5,

BSAB5, CARR, FFML, IMSA, IRWHE, MLCC, MSAC, NATCM, OOMLT and PPSI labels. The

investors demanded that Wells Fargo open an investigation of ineligible mortgages and deficient

servicing of these loans. The December 16, 2011 notice put Wells Fargo on notice of systemic

deficient servicing practices by JPMorgan and its affiliates, some of the largest servicers for the

Trusts. Indeed, as discussed above, this same investor group reached an agreement with JPMorgan

that called for the payment of $4.5 billion in cash to 330 trusts issued under these JPMorgan RMBS

labels to settle mortgage repurchase and servicing claims, as well as for the implementation of

substantial servicing changes to mortgage loans in the Trusts to rectify the pervasive servicing

deficiencies by JPMorgan and its affiliates. On August 1, 2014, and October 2, 2014, all of the

trustees involved in the JPMorgan Putback Initiative – including Wells Fargo – accepted

JPMorgan’s $4.5 billion offer for the vast majority of the 330 trusts and petitioned the Supreme

Court of the State of New York for approval of the settlement.

XII. NUMEROUS INDENTURE EVENTS OF DEFAULT HAVE OCCURRED

158. The Issuers have systemically failed to perform material covenants and agreements

under the Indentures, including by failing to: (i) “enforce the rights to the mortgage loans”; (ii)

“preserve or defend title to the Trust Estate and the rights of the Indenture Trustee and the

Noteholders in such Trust Estate against the claims of all persons and parties”; and (iii) failing to

provide written notice to Wells Fargo of all defaults and Events of Default.

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159. Based on the abject performance of the Trusts and widespread public evidence of

the originators’ abandonment of underwriting guidelines, the sponsors’ faulty securitization

practices, and the servicers’ failures to perform material covenants and agreements under the SSAs,

the Issuers have known of material seller breaches of representations and warranties within the

Trusts’ loan pools. The Issuers have breached their obligations under the Indenture to (i) require

the sellers to cure, substitute, or repurchase nonconforming mortgage loans; (ii) demand that the

servicers cure their servicing violations; and (iii) provide written notice to Wells Fargo of all

defaults and Events of Default.

XIII. WELLS FARGO’S KNOWLEDGE OF INDENTURE EVENTS OF DEFAULT

160. Beginning in early 2009 and continuing to the present, Wells Fargo and its

responsible officers have known of the above described Indenture Events of Default. Each month,

Wells Fargo, as Indenture Trustee, prepared cash distribution summaries that detailed the growing

rate of mortgage loan delinquencies, modifications, defaults, foreclosures, servicing advances and

fees, and realized credit losses in each of the Trusts. These summaries were also required to

identify any mortgage loan that had been repurchased by a responsible seller, or received a credit

from the responsible servicer. However, because no mortgage loans were repurchased by sellers

for having been underwritten in violation of the represented underwriting standards, or received

credits by the servicer for improper servicing violations, Wells Fargo knew that there were

enormous unresolved problems with the credit quality, servicing and administration of the

mortgage loans in the Trusts, that defective mortgage loans were not being repurchased by the

Sellers, that the Trusts were not being reimbursed for losses attributable to servicing violations,

and that the Issuers were not acting to enforce the Trusts’ rights as against responsible sellers and

servicers. Wells Fargo also knew that the Issuers were failing to carry out their obligations to

provide notice of all known Events of Default.

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XIV. WELLS FARGO FAILED TO DISCHARGE ITS CRITICAL PRE- AND POST-DEFAULT DUTIES

161. Despite Wells Fargo’s discovery of breaches of representations and warranties

made by the originators, sellers, depositors, and sponsors, and knowledge of servicer violations,

Wells Fargo failed to perform its duties as Trustee to protect the Trusts and the Certificateholders.

A. Failure In The Delivery Of Mortgage Files

162. As set forth above, Wells Fargo, or a custodian acting on its behalf, had a duty to

identify in final certifications and exception reports, mortgage files that were missing

documentation required to be delivered under the Governing Agreements, which typically include

documents sufficient to prove ownership of the note and mortgage or otherwise protect title. Wells

Fargo knew of numerous instances where it did not receive: (i) the original mortgage note with all

intervening endorsements showing a complete chain of endorsement from the Originator to the

Sponsor or Depositor, or a lost mortgage note affidavit and a duly executed assignment of mortgage

for each loan that was not registered with the Mortgage Electronic Registration System (“MERS”)

loan; (ii) the original recorded mortgage for each loan that was not a MERS loan; (iii) the original

mortgage for those loans that were MERS loans; or (iv) the original recorded assignment or

assignment of the mortgage together with all interim recorded assignments and the original

lender’s title policy.

163. When Wells Fargo prepared the final exception reports, it provided them to the

Sponsors, Depositors, and Servicers indicating many of these missing documents. When the

custodian prepared such reports, it provided them to Wells Fargo, the Sponsors, Depositors, and

Servicers and the reports similarly showed many documents that were required to be delivered

under the PSAs were not delivered. Wells Fargo was aware that affected loans were not

repurchased or substituted.

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164. Wells Fargo breached its contractual duties because rather than take action to ensure

the responsible parties cured such defects during the cure period or substituted or repurchased the

affected loans as obligated by the Governing Agreements, Wells Fargo stood by idly. Thereafter,

the Servicers of the Trusts engaged in so called “robosigning” on a widespread basis when the

missing documents were needed to foreclose on properties underlying the mortgage loans, which

eventually increased the costs of foreclosure and called into question the validity and priority of

the Trusts’ liens.

B. Failure To Provide Notice And To Enforce The Trusts’ Repurchase Rights

165. As set forth above, beginning in 2009 and by 2011, Wells Fargo discovered the

Trusts contained loans and loan files that materially breached the Sellers’ representations and

warranties, which adversely affected the value of those mortgage loans and the Trusts’ and

Certificateholders’ interests in those mortgage loans.

166. Wells Fargo breached its contractual duties under Governing Agreements by failing

to (i) provide notice to the responsible sellers upon its discovery of these breaches and (ii) take any

action to enforce the sellers’ repurchase of the defective mortgage loans.

C. Failure To Provide Notice To The Servicers Of Known Breaches

167. As set forth above, beginning in 2009 and continuing to the present, Wells Fargo

and its responsible officers knew of failures on the part of the servicers to observe or perform in

material respects their covenants or agreements in the Governing Agreements, including the

servicers’ (i) failure to give notice to the other parties of seller breaches of representations and

warranties upon discovery thereof and enforce the sellers’ repurchase obligations; (ii) violations

of prudent servicing obligations; (iii) violations of foreclosure obligations; (iv) violations of

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modification obligations; and (v) improper servicing advances. Wells Fargo knew that these

servicers’ breaches were material and could give rise to Events of Default.

168. Wells Fargo breached its contractual duties under the PSAs by failing to provide

notice to the servicers of these servicing defaults and failing to seek appropriate remedies.

D. Prevention Of Event Of Default – Breach Of Covenant Of Good Faith

169. Under the Governing Agreements and New York law, Wells Fargo has a contractual

or implied duty of good faith to reasonably facilitate occurrence of a condition precedent by either

refraining from conduct which would prevent or hinder the occurrence of the condition, or by

taking positive action to cause its occurrence. The Governing Agreements specifically designate

Wells Fargo as one of the parties who could give the required notice to trigger an Event of Default.

Wells Fargo took no steps to fulfill the condition, though it had the power and the requisite

knowledge to do so. As Wells Fargo failed to act in accordance with the PSAs or in good faith to

facilitate the occurrence of a condition precedent – the requirement of written notice – the

condition is excused.

E. Failure To Act Prudently Subsequent To The Uncured Events Of Default

170. As set forth above the Events of Default occurred, remained uncured for the

requisite period of time and are continuing. Consequently, under the Governing Agreements, Wells

Fargo had and continues to have the obligation to exercise the rights and powers vested in it by the

Governing Agreements, and to use the same degree of care and skill in its exercise as a prudent

person would exercise or use under the circumstances in the conduct of such person’s own affairs.

171. A prudent person would have taken action to protect the Trusts and their

Certificateholders from the known seller breaches of representations and warranties by exercising

all of its rights under the Governing Agreements to enforce the sellers’ repurchase obligations,

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including timely conducting an investigation to determine all of the materially breaching mortgage

loans and suing the sellers for specific performance to compel their repurchase of those loans.

Wells Fargo breached its contractual, statutory and fiduciary duties by failing to act prudently and

take these actions.

172. For example, in August 2009, after learning of seller breaches of representations

and warranties, Deutsche Bank took it upon itself to preserve trust claims by filing a proof of claim

in the WaMu bankruptcy proceeding and prosecuting a putback lawsuit against potential WaMu

successors JPMorgan and the Federal Deposit Insurance Corp. (“FDIC”) to force these third parties

to reimburse the Trusts for defective loans sold to 99 WaMu label Trusts. See Deutsche Bank

National Trust Company v. Federal Deposit Insurance Corp., No. 09 Civ. 1656 (D.D.C. Aug. 26,

2009). Deutsche Bank’s efforts have led to a recent settlement resolving the suit whereby the

FDIC has agreed to provide Deutsche Bank and 99 WaMu label trusts with an allowed claim

against the receivership estate. However, in contrast to Deutsche Bank, Wells Fargo failed to take

any action in connection with these similarly situated WaMu label trusts.

173. In addition, a prudent person would have also taken action to protect the Trusts and

Certificateholders from the known servicer violations by exercising all of its rights under the

Governing Agreements to enforce the servicers’ prudent servicing obligations, including ensuring

that all Events of Default were cured, terminating the servicers, substituting itself in as the

substitute servicer or replacing the servicers, and enforcing the servicers obligations to reimburse

the Trusts for losses caused as a result of their breaches through suit if necessary. Wells Fargo

breached its contractual, statutory and fiduciary duties by failing to act prudently and taking these

actions.

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F. Failure To Provide Notice To The Certificateholders Of The Uncured Events Of Default

174. As set forth above, the Events of Default occurred, remained uncured for the

requisite period of time and are continuing. Consequently, under the Governing Agreements, Wells

Fargo also had and continues to have the obligation to provide all Certificateholders with notice

of these Events of Default.

175. Wells Fargo had no good faith reason for failing to provide notice of these Events

of Default to the Certificateholders. Consequently, Wells Fargo breached its contractual, statutory

and fiduciary duties by failing to provide all Certificateholders with notice of these Events of

Default.

XV. WELLS FARGO FAILED TO PROTECT THE TRUSTS FOLLOWING THE INSOLVENCY OF CERTAIN SPONSORS

176. Wells Fargo failed to adequately protect the Trusts after the Sponsors of certain

Trusts filed for bankruptcy or otherwise became insolvent. In these instances, Wells Fargo only

acted to assert the Trusts’ rights when it was in Wells Fargo’s interests and only to the extent

consistent with Wells Fargo’s interests. In particular, Wells Fargo failed to adequately and

comprehensively pursue relief against numerous solvent third parties that were also contractually

liable under the PSAs for servicing violations or representation and warranty violations. Finally,

Wells Fargo failed to provide notice of Seller defaults, Events of Default, and otherwise notify

Holders of information known only to Wells Fargo that was necessary for Holders to take action

to protect their rights and avoid or mitigate losses.

177. Wells Fargo has failed to adequately protect the Trusts against pervasive violations

in the servicing of loans collateralizing Trusts sponsored by failed entities. Loans collateralizing

these Trusts have been serviced (and continue to be serviced) by third parties unaffiliated with the

bankrupt or insolvent Sponsors. As discussed herein, Servicers have independent duties and

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obligations under the PSAs, and their liability for breach of those duties and obligations is

untethered to solvency of the Sponsor.

178. For example, JPMorgan is a major servicer of loans securitizing Aegis-sponsored

RMBS Trusts at issue in this action, servicing all $1.5 billion of loans that Aegis sponsored. There

is ample evidence that JPMorgan engaged in rampant, industrywide servicing abuses in connection

with loans backing private-label RMBS, including trusts sponsored by Aegis. Despite Wells

Fargo’s knowledge of such systemic and pervasive servicing abuses by solvent third party

servicers, including Aegis, Wells Fargo failed to adequately protect the rights of Aegis-sponsored

Trusts against solvent Servicers.

179. In addition, Wells Fargo also has not pursued representation and warranty claims

against solvent Originators for thousands of breaching mortgage loans backing Trusts sponsored

by failed entities.

180. Wells Fargo also failed to discharge its contractual obligations concerning Trusts

sponsored by failed entities by neglecting to provide written notice to Holders of Events of Default

arising from pervasive breaches of representations and warranties by the Sellers and extensive

Servicer violations, including with respect to deficient loans sold by solvent responsible parties.

Proper notice would have enabled Holders to, among other things, determine whether to take

independent or collective action to protect their interests against such breaches of representations

and warranties, including against solvent responsible parties and others engaged in abusive

securitization practices.

181. Finally, Wells Fargo has taken certain actions on behalf of the Trusts and Holders

in isolated bankruptcies of sponsors or originators by submitting proofs of claim in the bankruptcy

proceedings. For example, Wells Fargo submitted proofs of claim in the bankruptcy of ResCap in

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2013. However, Wells Fargo did so because such action enabled Wells Fargo to create the

appearance of enforcement, but required only minimal effort or expense from Wells Fargo with

little legal risk, while simultaneously providing a vehicle for Wells Fargo to seek broad liability

releases and exculpation. Indeed, the broad settlement reached in the ResCap bankruptcy covering

570 trusts was the product of a hard-fought initiative led by holders – not the trustees that

ultimately approved the deal and benefitted from its releases and other provisions. Submitting

claims also created no business risk to Wells Fargo because the seller’s failure meant that Wells

Fargo could selectively enforce the Trusts’ repurchase rights without fear of losing valuable repeat

business, alienating new sources of business, or provoking claims in response against Wells Fargo

for its own liability as a seller for other RMBS trusts.

XVI. WELLS FARGO FAILED TO PROTECT THE TRUSTS DUE TO ITS CONFLICTS OF INTEREST

182. Wells Fargo failed and unreasonably refused to discharge its critical pre- and post-

default duties owed to the Trusts and the Certificateholders because acting to diligently protect the

interests of the Trusts would have conflicted with Wells Fargo’s own interests.

A. Wells Fargo Was Engaged In The Same Wrongful Servicing Activities

183. Wells Fargo failed and unreasonably refused to take action to protect the Trusts and

Certificateholders against seller breaches and servicer violations because it would have exposed

that Wells Fargo itself was engaged in the same servicing misconduct in its role as servicer for

other mortgages and RMBS trusts.

184. As noted above, during the fourth quarter of 2010, the agencies conducted on-site

reviews of the adequacy of controls and governance over servicers’ foreclosure processes at Wells

Fargo. The reviews uncovered significant problems in foreclosure processing at Wells Fargo,

including “critical weaknesses in [Wells Fargo’s] foreclosure governance processes, foreclosure

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document preparation processes, and oversight and monitoring of third-party vendors, including

foreclosure attorneys.”14

185. On April 13, 2011, based on the deficiencies in the review and the risk of additional

issues as a result of weak controls and processes, the Federal Reserve Board initiated formal

enforcement actions requiring Wells Fargo & Company, the corporate parent of Wells Fargo, to

address its pattern of misconduct and negligence related to deficient practices in residential

mortgage loan servicing and foreclosure processing. According to the Federal Reserve Board press

release, “[t]hese deficiencies represent significant and pervasive compliance failures and unsafe

and unsound practices at [Wells Fargo & Co.].” The enforcement action required Wells Fargo to

improve its residential mortgage loan servicing and foreclosure practices.

186. In addition, the Office of the Comptroller of the Currency (“OCC”) entered into

consent orders with Wells Fargo and several other servicers (the “OCC Consent Orders”). In the

OCC Consent Orders with Wells Fargo, the government found, among other things, that beginning

in 2009 Wells Fargo filed false or otherwise defective affidavits in connection with foreclosure

proceedings and failed to exercise adequate oversight, internal controls, policies, and procedures,

compliance risk management, internal audit, third party management, and training for its

foreclosure-related services. In June 2015, four years after these federal regulators ordered Wells

Fargo to clean up its poor servicing practices, the OCC found that Wells Fargo and five other

servicers, including U.S. Bank, JPMorgan, and HSBC, are still failing to comply with the standards

imposed by the federal regulator in 2011. As a result, the OCC has restricted the servicing

14 See Interagency Review of Foreclosure Policies and Practices (Apr. 2011), available at http://www.federalreserve.gov/boarddocs/rptcongress/interagency_review_foreclosures_20110413.pdf.

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operations of Wells Fargo, requiring it to seek permission from the comptroller to name senior

servicing managers, set up offshore call centers or acquire mortgage servicing business, which

collects payments and handles foreclosures.

187. Moreover, Wells Fargo had additional servicing conflicts due to the fact that it

served as Trustee and Master Servicer on at least one Trust at issue here, BSABS 2004-BO1. This

Trust had a January 2012 deliquency rate of 23%. Clearly, Wells Fargo, as Trustee, was conflicted

in pressing its own servicing affiliates to fulfill their pre- and post- default duties owed to the Trusts

and all Holders.

188. In short, because Wells Fargo itself was engaging in the same illicit and improper

acts as the servicers for the Trusts, Wells Fargo failed to enforce the servicer violations, or even

alert the Certificateholders to the Servicers’ misconduct.

B. Wells Fargo Faced Liability For Defective Loans It Originated

189. Wells Fargo, as an originator for other RMBS trusts, sold billions of dollars of loans,

many of which materially breached representations and warranties. From 2004 through 2008,

Wells Fargo was a leading sponsor of private-label mortgage-backed securities, sponsoring over

162 RMBS offerings under WFALT, WFHET, WFMBS labels that were collaterized by a total of

over $164.6 billion in certificates issued from trusts (“Wells Fargo-Sponsored Trusts”).

190. Many of the underlying residential mortgage-backed loans for Wells Fargo-

Sponsored Trusts were originated and serviced by Wells Fargo affiliates. In addition, Wells Fargo

acquired loans for its securitizations from mortgage originators that later became known to be

among the worst in the industry, including First Franklin, Option One, New Century, WMC, and

Countrywide, among others. As a mortgage loan seller, both as an originator and sponsor, Wells

Fargo made representations and warranties to the Wells Fargo-Sponsored Trusts regarding the

quality and characteristics of the mortgage loans.

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191. There is widespread public evidence of pervasive violations of seller

representations and warranties in the Wells Fargo-Sponsored Trusts. For example, in an interview

before the FCIC on June 1, 2010, Darcy Parmer, a former Wells Fargo underwriter and quality

assurance analyst from 2004 until 2007, testified that “at least half the loans she flagged for fraud

were nevertheless funded, over her objections” and that she was aware of “hundreds and hundreds

and hundreds of fraud cases” in Wells Fargo’s home equity loan division. FCIC Report at 162.

Illustrating the consequences of Wells Fargo’s fraudulent origination practices, on April 28, 2011,

The Union Central Life Insurance Company (“Union Central”) sued Wells Fargo, in its capacity

as sponsor, for misrepresenting the quality of the loans underlying the $43 million in Wells Fargo

securities in which Union Central had invested. See The Union Central Life Ins. Co., et al. v.

Credit Suisse First Boston Mortg. Sec. Corp., et al., No. 1:11-cv-02890 (S.D.N.Y.). Wells Fargo

and Union Central came to a confidential settlement agreement in February 2012.

192. In addition, in July 2011, the Federal Reserve Board issued a cease and desist

consent order to Wells Fargo & Co. and Wells Fargo Financial, Inc., in part for “falsif[ying]

information about borrowers’ incomes to make it appear that the borrowers qualified for loans

when they would not have qualified based on their actual incomes.” Wells Fargo also paid an $85

million penalty. Press Release, Board of Governors of the Federal Reserve System (July 20, 2011).

193. On October 1, 2013, Wells Fargo announced that it would pay Freddie Mac $869

million ($780 million after credit for loans already repurchased) to repurchase loans that Wells

Fargo originated and sold to Freddie Mac that breached Wells Fargo’s representations and

warranties. The settlement resolved Freddie Mac’s repurchase claims for loans sold to the agency

before January 1, 2009. Likewise, on October 11, 2013, Wells Fargo announced that it would pay

$541 million to Fannie Mae to settle claims over similarly defective Wells Fargo mortgage loans.

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194. Other government entities have also sued Wells Fargo for lying about the

characteristics and quality of its loans. In August 2012, the FDIC, as receiver for the now-defunct

Alabama-based Colonial Bank (“Colonial”), sued Wells Fargo and twelve other large banks for

misrepresentations in connection with the sale of residential mortgage-backed securities to

Colonial. The complaint alleged that Wells Fargo made material misrepresentations in the offering

documents regarding LTV ratios, owner occupancy rates, compliance with appraisal standards, and

loan issuance practices. See FDIC As Receiver For Colonial Bank v. Chase Mortg. Fin. Corp., et

al., No. 12-CV-6166 (S.D.N.Y. Aug. 10, 2012).

195. On October 9, 2012, the U.S. Department of Housing and Urban Development

(“HUD”) filed suit against Wells Fargo, alleging that Wells Fargo, as originator, made false

statements and certifications to HUD regarding the eligibility of loans for HUD mortgage

insurance and “engaged in a regular practice of reckless origination and underwriting” from May

2001 through October 2005. United States v. Wells Fargo Bank, N.A., No. 12-cv-07527 (S.D.N.Y.

Oct. 9, 2012) Compl. ¶2. In September 2013, U.S. District Judge Jesse M. Furman rejected Wells

Fargo’s motion to dismiss and allowed HUD’s claims to proceed.

196. Accordingly, because Wells Fargo itself faced enormous repurchase liability for

hundreds of millions of dollars of loans sold in breach of representations and warranties, including

Wells Fargo-originated loans in RMBS trusts serviced by the same servicers as the Trusts, Wells

Fargo was disincentivized to take any action against the servicers for the Trusts, or even alert the

Certificateholders to servicer misconduct.

1. Wells Fargo’s Appointment Of A Special Trustee Is Ineffective

197. In at least 112 of the Trusts, Wells Fargo has filed a series of Petitions for

Instructions in the Administration of a Trust, pursuant to Minn. Stat. § 501B.16, in Minnesota state

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court, Hennepin County, seeking a court order confirming the appointment of Law Debenture Trust

Company of New York, as a separate trustee for the purpose of evaluating potential repurchase

claims.

198. Wells Fargo’s appointment of special trustee is ineffective. Despite knowing of the

Sellers’ breaches of representations and warranties and Events of Default as early as 2009, when

repurchase claims were timely, Wells Fargo waited until 2012 to begin seeking their appointment,

after the six-year statute of limitations for the Trusts’ contractual putback claims had arguably

already run.

C. Wells Fargo Was Economically Beholden To The Mortgage Loan Sellers

199. Trustees are selected by the sponsor, which is often an affiliate of the servicer.

While Wells Fargo was charged with representing the interests of the Trusts and all

Certificateholders, it was economically beholden to the sponsors. Indeed, Wells Fargo had close,

repeat business relationships with most, if not all, of the sponsors. And, the vast percentage of

these banks’ servicing business was conducted by their respective affiliates: Bank of America

(80.09%), Option One (100%), and Aurora (100%). Accordingly, Wells Fargo was incentivized to

not require servicers to take necessary action because the servicers were affiliated with the

sponsors that provided Wells Fargo with valuable trustee appointments. In short, Wells Fargo

failed to protect the Trusts because it did not want to risk losing significant business from the

sponsors of the Trusts.

XVII. CAUSATION

200. Wells Fargo’s failure and unreasonable refusal to enforce the Trusts’ rights against

the sellers and servicers, and its violations of its other contractual, statutory, fiduciary and

independence duties have directly and proximately caused billions of dollars in Trust assets to

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waste away. The mortgage loans conveyed to the Trusts did not comply with seller representations

and warranties, but were instead of a lower quality, which increased the risk of defaults in the P&I

payments owed to the Trusts. Moreover, servicer violations have exacerbated the Trusts’ losses.

Had Wells Fargo performed its duties as Trustee, in particular, had it adequately enforced the

obligations of the sponsors and originators to cure, substitute, or repurchase mortgage loans that

breached representations and warranties, it would have prevented the Trusts from incurring

substantial losses and Trust assets from wasting away. Had Wells Fargo enforced the Trusts’ rights

against servicers for reimbursement of losses caused by their misconduct as required, it would

have benefited the Trusts and their Certificateholders.

XVIII. DAMAGES

201. Plaintiffs and the Class have incurred substantial damages attributable to Wells

Fargo’s breaches of its express or implied contractual duties, and fiduciary duties. In particular,

the Trusts’ loan pools are filled with loans of inadequate credit quality, which increased the risk of

delinquency. As a result of the loans’ poor credit quality, the Trusts have experienced enormous

delinquency rates, collateral write-downs, and losses, and have incurred and continued to incur

significant losses in connection with servicer violations, which have directly caused losses to

Plaintiffs and the Class. Plaintiffs’ damages caused by Wells Fargo’s violations of law will be the

subject of expert testimony for proof at trial.

XIX. PLAINTIFFS MAY PROPERLY SUE THE TRUSTEE

202. Under New York law, “no action” clauses do not apply to actions by RMBS

Certificateholders against a trustee for the trustee’s own misconduct. In such actions, it would be

absurd to require Plaintiffs to demand that Wells Fargo sue itself in its own name to pursue a

recovery from Wells Fargo for the benefit of Certificateholders. Because this is not an “action,

suit or proceeding” that Wells Fargo is capable of bringing in its own name as Trustee under the

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Governing Agreements, the “no action” clause of the Governing Agreements does not apply and

does not bar Plaintiffs and the Class from proceeding with this lawsuit.

XX. CLASS ACTION ALLEGATIONS

203. Plaintiffs bring this action as a class action on behalf of themselves and a class

consisting of all current owners of certificates in the Trusts (the “Class”) that have suffered

damages as a result of Wells Fargo’s misconduct alleged herein. Excluded from the Class are

Defendant Wells Fargo, the Sellers and the Servicers, and, for each of them, their respective

officers and directors, legal representatives, successors or assigns, and any entity in which they

respectively have or had a controlling interest.

204. The members of the Class are so numerous that joinder of all members is

impractical. While the exact number of Class members is unknown to Plaintiffs at this time and

can only be ascertained though appropriate discovery, Plaintiffs believe that there are at least

hundreds of members of the proposed Class. Record owners and other members of the Class may

be identified from records maintained by Wells Fargo or third parties and may be notified of the

pendency of this action by mail, using the form of notice similar to that customarily used in

securities class actions.

205. Plaintiffs’ claims are typical of the claims of the members of the Class as

(i) Plaintiffs and the members of the Class all acquired certificates in the Trusts, and held them at

or after the time of Wells Fargo’s misconduct; (ii) all the claims are based upon the Governing

Agreements, which are substantially in the same form, and common law; (iii) Wells Fargo’s

alleged misconduct was substantially the same with respect to all Class members; and (iv) all Class

members suffered similar harm as a result. Thus, all members of the class are similarly affected

by Wells Fargo’s contractual, and common law breaches and violations that are alleged of herein.

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206. Plaintiffs will fairly and adequately protect the interests of the members of the Class

and have retained counsel competent and experienced in class action and asset-backed securities

litigation.

207. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are:

Whether Wells Fargo breached its contractual and common law duties to Plaintiffs

and the Class under the Governing Agreements.

Whether and to what extent Plaintiffs and members of the Class have suffered

damages as a result of Wells Fargo’s breaches of its contractual and common law

duties, and the proper measure of damages.

208. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all Class members is impracticable. There will be

no difficulty in the management of this action as a class action.

XXI. CAUSES OF ACTION

FIRST CAUSE OF ACTION (Breach Of Contract)

209. Plaintiffs repeat and reallege each and every allegation set forth in the preceding

paragraphs as if fully set forth herein.

210. The Governing Agreements are valid contracts that memorialize the issuance of

certificates of beneficial interests in the Trusts, and establish Wells Fargo’s contractual duties and

obligations, in its capacity as Trustee, to the Trusts and all their respective Certificateholders. Each

of the relevant contractual provisions is substantively similar if not identical in all of these

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Governing Agreements, and imposes substantially the same if not identical duties and obligations

on Wells Fargo in its capacity as Trustee.

211. As current Holders of certificates issued by each of the Trusts, Plaintiffs are express,

intended third party beneficiaries under the Governing Agreements entitled to enforce the

performance of the Trustee.

212. Wells Fargo materially breached several pre-Event of Default duties owed to

Certificateholders under the PSAs, including: (i) failing to ensure delivery of the mortgage loan

files; (ii) failing to provide prompt written notice to all parties to the PSAs and related responsible

parties of breaches of the sellers’ mortgage loan representations and warranties, upon Wells Fargo’s

discovery of the breaches; (iii) failing to enforce the sellers’ obligation to repurchase, substitute,

or cure such defective mortgage loans; and (iv) failing to provide notice of and take steps to remedy

the Servicers’ failure to perform their obligations under the PSAs.

213. Wells Fargo has materially breached several post-Event of Default duties owed to

Certificateholders under the Governing Agreements, including: (i) failing to provide notice of

Events of Default to the Servicers’ for their failure to perform their obligations under the PSAs;

(ii) failing to make prudent decisions concerning the exercise of appropriate remedies following

Events of Default; and (iii) failing to provide notice of all uncured Events of Default to

Certificateholders.

214. Wells Fargo’s material breaches of the Governing Agreements have directly and

proximately caused damages to Certificateholders, including Plaintiffs and the Class.

SECOND CAUSE OF ACTION (Breach Of Fiduciary Duty – Post-Event Of Default Duties)



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216. Under New York law, after the occurrence of an Event of Default, Wells Fargo’s

duties expanded to include a fiduciary duty owed to the Trusts and all Certificateholders. This

fiduciary duty included the obligation to exercise its contractually conferred rights and powers in

good faith and to bring all available claims for the benefit of the Trusts and the Certificateholders

following an Event of Default. Following the Events of Default described above, Wells Fargo

breached its fiduciary duties to the Trusts and all Certificateholders in several respects.

217. First, Wells Fargo, in its capacity as Trustee, had standing to bring claims against

the sellers of the Trusts for breach of their representations and warranties under the Governing

Agreements. At the time of the Events of Default, meritorious claims existed against the sellers

for breach of their representations and warranties under the Governing Agreements. Wells Fargo,

however, failed to promptly enforce the sellers’ obligation to cure, repurchase, or substitute

mortgage loans that had defective mortgage files or were affected by breaches of the sponsors’ and

originators’ representations and warranties, including by filing proofs of claims or suits on behalf

of the Trusts and zealously prosecute litigation against the sponsors and originators. Moreover,

Wells Fargo failed to provide notice to the Certificateholders of the breaches or of its intention not

to enforce the originators’ and sponsors’ obligation to cure, repurchase, or substitute the loans with

defective mortgage files and breaches of representations and warranties.

218. Wells Fargo’s failure to promptly enforce the originators’ and sponsors’ obligation

to cure, repurchase, or substitute mortgage loans with defective mortgage files and mortgage loans

affected by breaches of the originators’ and sponsors’ representations and warranties, as well as its

failure to provide notice to the Certificateholders of its intention not to promptly enforce the

originators’ and sponsors’ obligation to cure, repurchase, or substitute mortgage loans with

defective mortgage files and mortgage loans affected by breaches of the originators’ and sponsors’

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representations and warranties, constituted breaches of Wells Fargo’s fiduciary duty to the Trusts

and to all Certificateholders.

219. Second, Wells Fargo, in its capacity as Trustee, presently has standing to bring

meritorious claims against the servicers to enforce the servicers’ obligations to observe and

perform covenants and agreements set forth in the PSAs, including to service and administer the

mortgage loans in accordance with applicable law and customary and usual standards of practice

of mortgage lenders and loan servicers. Wells Fargo, however, has refused and continues to refuse

to enforce the servicers’ obligations to observe and perform covenants and agreements set forth in

the PSAs, including by filing suits on behalf of the Trusts against the servicers for compensatory

and injunctive relief for harm caused to the Trusts as a result of servicing violations. Moreover,

Wells Fargo has failed to provide notice to the Certificateholders of the servicing violations or of

its intention not to enforce the servicers’ obligations to observe and perform covenants and

agreements set forth in the Governing Agreements. Wells Fargo’s failure to enforce the servicers’

obligations to observe and perform covenants and agreements set forth in the Governing

Agreements, as well as its failure to provide notice to the Certificateholders of the servicing

violations or of its intention not to enforce the servicers’ obligations to observe and perform

covenants and agreements set forth in the Governing Agreements, constitutes breaches of Wells

Fargo’s fiduciary duty to the Trusts and to all Certificateholders.

220. Wells Fargo’s breaches of its post-Event of Default fiduciary duties have directly

and proximately caused damages to Certificateholders, including Plaintiffs and the Class.

THIRD CAUSE OF ACTION (Breach Of Fiduciary Duty – Duty To Avoid Conflicts Of Interest)



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222. Under New York law, Wells Fargo, as Trustee, has certain extracontractual duties

to the Trusts and all Certificateholders. These duties include the absolute, unwaivable duty to give

the Trusts and their Certificateholders undivided loyalty, free from any conflicting self-interest.

Trustees like Wells Fargo must discharge their obligations “with absolute singleness of purpose”

because of the inability of the Trusts and dispersed Certificateholders to enforce their rights. This

common law duty to avoid conflicts of interest applies notwithstanding the terms of the instrument

that purports to define the duties of the trustee.

223. Under each of the Trusts’ Governing Agreements, Wells Fargo holds the loans for

the benefit of the Trusts and all Certificateholders, including Plaintiffs.

224. Under each of the Trusts’ Governing Agreements, Wells Fargo had the discretion to

enforce the sellers’ repurchase obligations and to prevent the servicers from engaging in activities

outside of customary and usual standards of practice of prudent mortgage servicers with respect to

any mortgage loans that Wells Fargo held for the benefit of the Trusts and all Certificateholders.

225. As alleged in detail above, Wells Fargo knew of seller breaches of representations

and warranties and that the servicers were engaging in activities outside of customary and usual

standards of practice of prudent mortgage servicers with regard to their servicing and

administration of the mortgage loans in the Trusts.

226. As alleged herein, however, Wells Fargo was economically beholden to the sellers.

In addition, as servicer to other mortgage loans and RMBS trusts, Wells Fargo was engaged in the

same wrongful conduct. Similarly, in its capacity as originator with regard to other mortgage loans

and RMBS trusts, Wells Fargo’s affiliates had sold loans in breach of specific representations and

warranties to RMBS trusts in which many of the same sellers, servicers or their affiliates were

serving as servicers or trustees.

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227. Because Wells Fargo was economically beholden to the sellers, faced liability for

its own servicing violations, and faced repurchase liability for the sale and securitization of its own

loans in breach of its specific representations and warranties, Wells Fargo has failed to take any

action against the sellers or servicers, or even notify the Certificateholders of seller or servicer

defaults.

228. Wells Fargo’s breaches of its fiduciary duty to avoid conflicts of interest have

directly and proximately caused damages to Certificateholders, including Plaintiffs and the Class.

FOURTH CAUSE OF ACTION (Breach Of The Covenant Of Good Faith

Asserted In The Alternative To Breach Of Contract Claim)



230. An actual controversy exists between the parties concerning the existence, scope

and meaning of Wells Fargo’s pre-Event of Default duties under the Governing Agreements with

respect to addressing known servicing breaches. Plaintiffs contend that the Governing Agreements

obligated Wells Fargo to provide the initial written notice to cure to the servicer after Wells Fargo

gains actual knowledge of such a servicing breach, a precondition to the occurrence of an Event

of Default. Plaintiffs are informed and believe that Wells Fargo contends otherwise. To the extent

the Court finds no such pre-Event of Default contractual duty, Plaintiffs hereby assert this claim

for the breach of the implied covenant of good faith and fair dealing in the alternative to their

breach of contract claim.

231. In every contract there is an implied covenant of good faith and fair dealing by each

party not to do anything which will deprive the other parties of the benefits of the contract, and a

breach of this covenant by failure to deal fairly or in good faith gives rise to an action for damage.

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232. As part of each of the Governing Agreements, there was an implied covenant of

good faith and fair dealing wherein Wells Fargo promised that it would reasonably facilitate

occurrence of a condition precedent by either refraining from conduct which would prevent or

hinder the occurrence of the condition, or by taking positive action to cause its occurrence.

233. The Governing Agreements specifically designate Wells Fargo as one of the parties

who could give the required notice to trigger an Event of Default. To the extent Wells Fargo had

no express duty to give notice, as part of the Governing Agreements, there was an implied covenant

of good faith and fair dealing wherein Wells Fargo promised that it would provide the initial written

notice to cure to the responsible servicer after Wells Fargo gained actual knowledge of the

servicers’ failure to observe and perform covenants and agreements set forth in the PSAs so as to

facilitate the occurrence of an Event of Default.

234. As alleged herein, Wells Fargo knew of the servicers’ failure to observe and perform

covenants and agreements set forth in the Governing Agreements. Wells Fargo breached its

implied duties and obligations by negligently or willfully failing to provide written notices to cure

to the responsible Servicers so as to prevent the occurrence of Events of Default.

235. Wells Fargo’s breaches of its implied covenant of good faith and fair dealing have

directly and proximately caused damages to Certificateholders, including Plaintiffs and the Class.

FIFTH CAUSE OF ACTION (Negligence – Breach Of Duty Of Due Care

Asserted In The Alternative To Breach Of Contract Claim)



237. An actual controversy exists between the parties concerning the existence, scope

and meaning of Wells Fargo’s pre-Event of Default duties under the Governing Agreements with

respect to addressing known servicing breaches. Plaintiffs contend that the Governing Agreements

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obligated Wells Fargo to provide the initial written notice to cure to the servicer after Wells Fargo

gains actual knowledge of such a servicing breach, a precondition to the occurrence of an Event

of Default. Plaintiffs are informed and believe that Wells Fargo contends otherwise. To the extent

the Court finds no such pre-Event of Default contractual duty, Plaintiffs hereby assert this claim

for negligence in the alternative to their breach of contract claim.

238. As an indenture trustee, Wells Fargo owed Certificateholders an extra-contractual,

common law duty to perform all basic, non-discretionary, ministerial tasks with due care. Under

New York law, an indenture trustee’s breach of its duty of due care subjects the indenture trustee

to tort liability.

239. The PSAs specifically designate Wells Fargo as one of the parties who could give

the required notice to trigger an Event of Default. To the extent Wells Fargo had no express

contractual duty to give notice, Wells Fargo owed a common law duty of due care to Holders that

it would provide the initial written notice to cure to the responsible servicer after Wells Fargo

gained actual knowledge of the servicers’ failure to observe and perform covenants and agreements

set forth in the Governing Agreements so as to facilitate the occurrence of an Event of Default.

240. As alleged herein, Wells Fargo knew of the servicers’ failure to observe and perform

covenants and agreements set forth in the Governing Agreements. Wells Fargo breached its

common law duty of due care by negligently or willfully failing to provide written notices to cure

to the responsible Servicers so as to prevent the occurrence of Events of Default.

241. Wells Fargo’s breaches of its duty of due care have directly and proximately caused

damages to Certificateholders, including Plaintiffs and the Class.

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SIXTH CAUSE OF ACTION (Violation Of The Trust Indenture Act Of 1939, 15 U.S.C. §§ 77ooo(b) And (c))



243. This Court has jurisdiction over Plaintiffs’ claims for violations of the Trust

Indenture Act of 1939, 15 U.S.C §§ 77ooo(b) and (c) (the “TIA”), pursuant to 15 U.S.C. § 77v(a).

244. This cause of action is asserted as to the following Trusts, which are governed by

indentures (collectively, the “Indenture Trusts): (i) AHM 2004-2; (ii) BSSP 2007-EMX1; (iii)

FMIC 2007-1; (iv) IMM 2004-11 (v) IMM 2004-6; (vi) IMM 2005-2; (vii) IMM 2005-3; (viii)

IMM 2005-6; (ix) IRWHE 2005-A; (x) IRWHE 2006-2.

245. Section 315 of the TIA sets out the duties and responsibilities of an indenture

trustee, such as Wells Fargo. Section 315(b) states that the “trustee shall give to the indenture

security holders . . . notice of all defaults known to the trustee, within ninety days after the

occurrence thereof,” unless the indenture trustee believes withholding such notice is in the best

interests of the Noteholders. 15 U.S.C. § 77ooo(b) (citing 15 U.S.C. § 77mmm(c)). Here, there

were numerous defaults, including (i) the failure of originators and sponsors to repurchase or

substitute defective or nonconforming loans in the Indenture Trusts; (ii) the failure on the part of

the servicers to observe and perform covenants and agreements set forth in the SSAs, including

failing to provide notice of known breaches of the sellers’ representations and warranties and

servicing and failing to administer the mortgage loans in accordance with applicable law and

customary and usual standards of practice of mortgage lenders and loan servicers; and (iii) the

failure on the part of the issuers to perform their obligations under the Indentures. Given the great

importance of those defaults to the Noteholders’ interests, Wells Fargo had no good faith reason

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for failing to provide notice of those defaults. Accordingly, by failing to provide this notice, Wells

Fargo violated Section 315(b) of the TIA.

246. Section 315(c) of the TIA states that an indenture trustee is to “exercise in case of

default (as such term is defined in such indenture)” all of the powers available to it under the

indenture agreement, using “the same degree of care and skill in their exercise, as a prudent man

would exercise” in conducting his own affairs. 15 U.S.C. § 77ooo(c). Again, given the obvious

importance of the defaults set forth in the preceding paragraph, which impaired the rights of the

Indenture Trusts and their Noteholders, any prudent person under those circumstances would have

promptly exercised all of the Indenture Trustee’s rights to, among other things, (i) enforce the

sellers’ obligation to repurchase, substitute, or cure defective mortgage loans; and (ii) require the

servicers’ cure all servicing breaches and reimburse the Indenture Trusts for losses caused from

servicing violations. By failing to exercise its rights in those circumstances, Wells Fargo violated

Section 315(c) of the TIA.

247. Wells Fargo’s violations of the TIA have directly and proximately caused actual

damages to the Indenture Trusts and their Noteholders in that they have deprived the Indenture

Trusts of valuable remedies and allowed billions of dollars of the Indenture Trusts’ assets to waste

away. For example, had Wells Fargo protected the rights of the Indenture Trusts by enforcing the

sellers’ obligation to cure, repurchase, or substitute mortgage loans affected by breaches of

representations and warranties, the Indenture Trusts would have received either cured or substitute

mortgage loans of adequate credit quality or funds representing the “Repurchase Price” of the

defective mortgage loans. Wells Fargo’s inaction with respect to the sellers has allowed the

Indenture Trusts to be filled with defective mortgage loans of poor credit quality that have

increased the severity of the Indenture Trusts’ losses. Similarly, had Wells Fargo enforced the

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servicers’ servicing obligations, the Indenture Trusts would have been able to avoid unnecessary

losses. Wells Fargo’s inaction with respect to the servicers has exacerbated losses experienced by

the Indenture Trusts.

248. Wells Fargo’s violations of the TIA have caused actual damages to the Indenture

Trust Noteholders, including Plaintiffs and the Class by diminishing the value of the notes held by

the Indenture Trust Noteholders and preventing the Indenture Trust Noteholders from protecting

the rights of the Indenture Trusts.

XXII. RELIEF REQUESTED

WHEREFORE, Plaintiffs demand judgment as follows:

(a) Determining this action to be a proper class action under N.Y. CPLR § 901,

certifying Plaintiffs as Class Representatives, and appointing Bernstein Litowitz Berger &

Grossmann LLP as Class Counsel;

(b) Awarding damages in favor of Plaintiffs and the Class against Wells Fargo for all

damages sustained as a result of Wells Fargo’s wrongdoing, in an amount to be proven at trial,

including interest thereon;

(c) Awarding to Plaintiffs the costs and disbursements of the action, including

reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses; and

(d) Granting any other and further relief that the Court deems just and proper.

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XXIII. JURY DEMAND

Plaintiffs demand a trial by jury.

Dated: November 9, 2018 Respectfully submitted,

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP DAVID R. STICKNEY DAVID R STICKNEY (pro hac vice) TIMOTHY A. DeLANGE (pro hac vice) BENJAMIN GALDSTON (pro hac vice) BRETT M. MIDDLETON (pro hac vice) LUCAS E. GILMORE (pro hac vice) ROBERT S. TRISOTTO (Bar No. 4784203) 12481 High Bluff Drive, Suite 300 San Diego, CA 92130 Tel: (858) 793-0070 Fax: (858) 793-0323 Counsel for Plaintiffs

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FILED: NEW YORK COUNTY CLERK 11/09/2018 05:29 PM INDEX NO. 656587/2016
























































Page 1 of 7

EXHIBIT 4

Historical Delinquency Rates And Collateral Losses For The Trusts

2009 2010 2011 2012 Issuing Trust Original Trust

Balance Current Balance

Jan. 2009 Losses

Jan. 2009 Loss %

Jan. 2009 Delinq. Rates

Jan. 2010 Losses

Jan. 2010 Loss %


Jan. 2011 Losses

Jan. 2011 Loss %


Jan. 2012 Losses

Jan. 2012 Loss %


1 AABST 2004‐1 $500,012,506 $17,303,938 $22,510,241 4.5% 24.1% $25,402,436 5.1% 33.0% $26,636,386 5.3% 33.3% $27,797,694 5.6% 33.7% 2 AABST 2004‐4 $1,029,690,652 $43,138,901 $32,602,881 3.2% 19.1% $41,223,945 4.0% 23.5% $46,017,282 4.5% 22.5% $48,091,380 4.7% 24.7% 3 ABFC 2004‐OPT1 $761,567,000 $12,436,799 $6,998,382 0.9% 17.4% $8,541,652 1.1% 19.8% $9,076,378 1.2% 22.2% $10,504,546 1.4% 25.1% 4 ABFC 2004‐OPT2 $487,173,000 $12,194,564 $4,408,309 0.9% 15.2% $5,223,590 1.1% 17.2% $6,191,354 1.3% 21.4% $7,182,243 1.5% 26.3% 5 ABFC 2004‐OPT3 $638,527,000 $21,442,593 $4,066,641 0.6% 17.4% $6,324,802 1.0% 21.7% $6,785,832 1.1% 23.3% $8,117,054 1.3% 23.6% 6 ABFC 2004‐OPT4 $783,307,000 $33,906,660 $8,538,263 1.1% 21.4% $10,260,656 1.3% 22.9% $11,950,372 1.5% 25.2% $13,315,477 1.7% 27.1% 7 ABFC 2004‐OPT5 $1,340,049,000 $60,679,089 $12,722,812 0.9% 18.5% $16,163,195 1.2% 22.7% $18,750,148 1.4% 25.6% $21,828,375 1.6% 25.9% 8 ABFC 2005‐HE2 $1,221,558,000 $57,203,649 $86,247,260 7.1% 51.9% $145,042,506 11.9% 54.5% $161,216,764 13.2% 45.4% $174,877,581 14.3% 41.8% 9 ABFC 2005‐OPT1 $492,013,000 $41,435,542 $23,664,426 4.8% 36.5% $37,384,190 7.6% 44.4% $44,701,284 9.1% 44.2% $51,140,853 10.4% 39.5% 10 ABFC 2005‐WMC1 $1,006,945,423 $48,248,211 $86,363,813 8.6% 45.2% $123,717,880 12.3% 41.2% $139,474,595 13.9% 39.6% $156,140,327 15.5% 29.2% 11 ABFC 2006‐OPT2 $1,061,338,000 $185,356,867 $60,935,514 5.7% 42.7% $137,085,815 12.9% 53.0% $192,672,321 18.2% 52.8% $227,459,090 21.4% 47.9% 12 ABFC 2006‐OPT3 $813,347,000 $143,499,291 $75,404,862 9.3% 48.2% $172,966,188 21.3% 49.9% $222,993,638 27.4% 50.0% $255,581,010 31.4% 42.5% 13 ABFC 2007‐NC1 $295,091,000 $73,502,558 $20,190,396 6.8% 43.2% $51,664,429 17.5% 61.2% $79,888,172 27.1% 47.9% $96,735,509 32.8% 49.0% 14 ABSHE 2004‐HE2 $877,181,100 $31,275,262 $18,614,719 2.1% 20.7% $23,439,026 2.7% 22.4% $25,583,247 2.9% 24.3% $28,538,099 3.3% 23.0% 15 ABSHE 2004‐HE3 $739,721,100 $35,513,583 $13,677,058 1.8% 17.8% $18,215,458 2.5% 25.7% $19,341,012 2.6% 23.9% $21,465,624 2.9% 26.5% 16 ABSHE 2005‐HE3 $768,592,100 $37,814,371 $32,315,622 4.2% 48.0% $44,025,149 5.7% 60.4% $50,521,266 6.6% 64.5% $58,260,292 7.6% 59.4% 17 ABSHE 2005‐HE5 $1,061,501,100 $55,824,032 $49,089,481 4.6% 49.8% $69,918,007 6.6% 62.4% $82,368,213 7.8% 65.9% $97,488,116 9.2% 63.3% 18 ABSHE 2005‐HE6 $1,476,053,100 $112,623,763 $52,236,591 3.5% 35.3% $89,541,705 6.1% 37.1% $108,713,304 7.4% 35.9% $122,159,317 8.3% 38.0% 19 ABSHE 2007‐HE2 $331,928,100 $81,772,324 $24,472,315 7.4% 50.2% $60,738,352 18.3% 56.5% $86,689,792 26.1% 36.0% $103,722,590 31.2% 40.7% 20 AHM 2004‐2 $1,375,335,500 $47,696,710 $2,618,046 0.2% 10.5% $10,684,980 0.8% 13.3% $15,105,722 1.1% 15.0% $18,951,548 1.4% 13.5% 21 BAFC 2004‐3 $375,057,293 $6,199,175 $0 0.0% 1.4% $0 0.0% 4.4% $390,330 0.1% 6.1% $1,038,225 0.3% 6.8% 22 BAFC 2005‐B $1,001,708,981 $79,021,042 $10,816,212 1.1% 17.2% $30,124,449 3.0% 25.5% $40,534,222 4.0% 28.6% $50,471,318 5.0% 26.7% 23 BAFC 2005‐C $491,398,000 $48,688,564 $7,758,522 1.6% 34.7% $15,694,825 3.2% 38.0% $24,226,882 4.9% 39.0% $33,019,639 6.7% 37.1% 24 BAFC 2006‐B $482,269,295 $47,022,529 $1,484,240 0.3% 13.7% $4,675,880 1.0% 27.0% $14,263,409 3.0% 31.4% $28,770,545 6.0% 29.5% 25 BAFC 2006‐C $418,718,808 $34,850,187 $658,763 0.2% 8.9% $2,500,798 0.6% 19.5% $5,740,797 1.4% 26.0% $13,234,265 3.2% 26.1% 26 BAFC 2006‐E $637,413,147 $52,537,497 $1,634,042 0.3% 11.5% $7,083,593 1.1% 25.5% $18,444,419 2.9% 29.2% $33,915,351 5.3% 31.5% 27 BAFC 2007‐5 $546,023,723 $112,097,693 $767,781 0.1% 25.8% $10,997,331 2.0% 43.9% $26,429,934 4.8% 47.0% $49,707,011 9.1% 45.6% 28 BAFC 2007‐E $1,035,217,723 $165,342,731 $837,362 0.1% 31.4% $11,522,541 1.1% 54.5% $47,402,630 4.6% 56.5% $102,586,172 9.9% 54.1% 29 BCAP 2006‐AA1 $290,815,354 $29,374,963 $11,158,781 3.8% 39.9% $22,888,976 7.9% 48.0% $29,210,641 10.0% 54.1% $38,902,744 13.4% 50.9% 30 BOAA 2004‐1 $363,109,696 $0 $595,123 0.2% 2.8% $888,072 0.2% 5.8% $1,452,948 0.4% 7.2% $2,144,044 0.6% 8.1% 31 BOAA 2004‐10 $283,247,744 $24,880,886 $448,356 0.2% 4.4% $1,231,598 0.4% 7.6% $2,166,932 0.8% 9.5% $3,079,870 1.1% 9.8% 32 BOAA 2004‐11 $248,355,701 $25,203,701 $310,878 0.1% 5.2% $384,034 0.2% 8.7% $1,369,085 0.6% 10.7% $2,650,683 1.1% 11.3% 33 BOAA 2004‐12 $343,370,545 $31,274,733 $539,104 0.2% 6.3% $1,362,589 0.4% 11.3% $2,403,068 0.7% 13.5% $4,140,829 1.2% 14.0% 34 BOAA 2004‐2 $297,602,687 $0 $103,325 0.0% 3.4% $331,349 0.1% 8.1% $821,183 0.3% 10.2% $1,859,190 0.6% 9.9% 35 BOAA 2004‐3 $269,550,890 $0 $1,057,746 0.4% 4.2% $1,206,686 0.4% 7.5% $1,483,419 0.6% 11.9% $2,250,048 0.8% 13.5% 36 BOAA 2004‐4 $406,997,825 $0 $170,317 0.0% 4.3% $750,899 0.2% 7.0% $1,387,368 0.3% 8.6% $2,663,876 0.7% 8.8% 37 BOAA 2004‐6 $444,606,105 $36,466,028 $579,144 0.1% 3.0% $919,400 0.2% 6.5% $1,727,775 0.4% 7.0% $2,917,893 0.7% 8.4% 38 BOAA 2004‐7 $414,139,708 $0 $205,383 0.0% 4.1% $877,776 0.2% 8.5% $2,153,822 0.5% 8.4% $2,980,061 0.7% 11.5% 39 BOAA 2004‐8 $274,618,508 $0 $162,985 0.1% 4.8% $572,000 0.2% 10.0% $1,038,701 0.4% 12.7% $2,492,147 0.9% 14.5% 40 BOAA 2005‐1 $278,542,083 $30,942,642 $45,245 0.0% 5.8% $682,964 0.2% 10.7% $1,402,954 0.5% 13.3% $2,642,829 0.9% 14.2%



Page 2 of 7



Jan. 2009 Losses

Jan. 2009 Loss %


Jan. 2010 Losses

Jan. 2010 Loss %


Jan. 2011 Losses

Jan. 2011 Loss %


Jan. 2012 Losses

Jan. 2012 Loss %


41 BOAA 2005‐10 $507,669,331 $60,419,042 $475,706 0.1% 7.1% $1,584,939 0.3% 12.8% $4,861,235 1.0% 15.6% $10,633,156 2.1% 16.6% 42 BOAA 2005‐11 $442,087,510 $64,421,053 $961,850 0.2% 8.4% $3,458,003 0.8% 15.6% $6,919,184 1.6% 19.4% $13,021,119 2.9% 19.8% 43 BOAA 2005‐12 $580,720,206 $72,432,083 $768,864 0.1% 9.1% $3,642,545 0.6% 13.9% $7,840,283 1.4% 17.0% $15,847,626 2.7% 19.1% 44 BOAA 2005‐4 $356,359,998 $39,641,471 $378,698 0.1% 5.3% $923,737 0.3% 10.7% $3,067,691 0.9% 13.1% $5,267,194 1.5% 14.8% 45 BOAA 2005‐5 $207,027,535 $26,955,869 $330,248 0.2% 7.7% $883,717 0.4% 13.4% $2,642,775 1.3% 15.1% $4,706,805 2.3% 15.0% 46 BOAA 2005‐6 $717,221,880 $72,557,563 $927,271 0.1% 6.0% $2,371,647 0.3% 12.1% $5,805,098 0.8% 16.1% $12,418,057 1.7% 16.6% 47 BOAA 2005‐7 $374,829,898 $46,352,658 $225,484 0.1% 8.5% $1,821,590 0.5% 14.2% $3,838,152 1.0% 17.1% $9,459,571 2.5% 17.8% 48 BOAA 2005‐8 $392,025,814 $43,819,956 $858,823 0.2% 6.1% $2,381,224 0.6% 9.3% $5,145,887 1.3% 11.9% $9,079,946 2.3% 13.5% 49 BOAA 2005‐9 $453,434,145 $59,737,965 $449,850 0.1% 7.3% $2,190,484 0.5% 13.6% $4,923,561 1.1% 17.0% $10,935,647 2.4% 17.7% 50 BOAA 2006‐1 $347,675,220 $46,978,295 $882,063 0.3% 9.7% $3,384,728 1.0% 18.3% $8,311,229 2.4% 20.4% $15,760,973 4.5% 19.0% 51 BOAA 2006‐2 $444,834,345 $54,798,109 $602,246 0.1% 10.8% $3,748,327 0.8% 18.5% $8,069,479 1.8% 22.1% $13,645,432 3.1% 25.2% 52 BOAA 2006‐3 $325,800,233 $44,326,182 $98,280 0.0% 12.0% $2,447,170 0.8% 21.3% $5,840,276 1.8% 24.8% $13,083,378 4.0% 24.8% 53 BOAA 2006‐5 $459,300,619 $57,258,966 $316,034 0.1% 14.3% $4,354,482 0.9% 26.3% $11,548,529 2.5% 32.1% $22,889,482 5.0% 32.5% 54 BOAA 2006‐6 $217,624,396 $37,549,938 $1,050,508 0.5% 16.4% $3,732,078 1.7% 27.3% $6,958,344 3.2% 31.7% $13,357,763 6.1% 32.1% 55 BOAA 2006‐8 $510,161,201 $70,856,084 $1,443,568 0.3% 16.5% $4,699,285 0.9% 28.3% $11,000,702 2.2% 31.6% $21,819,367 4.3% 33.4% 56 BOAA 2006‐9 $336,460,355 $57,394,225 $261,431 0.1% 15.5% $3,522,073 1.0% 29.5% $10,696,557 3.2% 33.8% $20,621,078 6.1% 35.0% 57 BOAA 2007‐1 $356,213,914 $58,805,649 $1,262,514 0.4% 19.0% $4,077,878 1.1% 33.3% $14,401,392 4.0% 35.3% $24,641,144 6.9% 34.6% 58 BOAA 2007‐2 $400,985,065 $60,037,254 $1,160,465 0.3% 20.4% $6,842,610 1.7% 33.3% $19,599,945 4.9% 38.2% $33,501,619 8.4% 39.2% 59 BOAMS 2004‐1 $762,958,993 $0 $0 0.0% 1.8% $0 0.0% 3.7% $0 0.0% 5.3% $23,607 0.0% 6.5% 60 BOAMS 2004‐10 $390,308,882 $0 $144,691 0.0% 2.1% $352,985 0.1% 4.4% $510,796 0.1% 5.4% $725,566 0.2% 8.7% 61 BOAMS 2004‐11 $640,200,802 $0 $0 0.0% 2.6% $170,669 0.0% 5.2% $911,699 0.1% 7.4% $1,845,668 0.3% 8.0% 62 BOAMS 2004‐2 $675,825,606 $11,620,395 $58,633 0.0% 1.2% $58,633 0.0% 3.0% $403,664 0.1% 4.6% $417,889 0.1% 6.2% 63 BOAMS 2004‐3 $926,888,457 $0 $0 0.0% 1.1% $587,690 0.1% 2.9% $587,690 0.1% 4.9% $1,450,242 0.2% 5.5% 64 BOAMS 2004‐4 $978,256,911 $0 $0 0.0% 0.8% ‐$2,327 0.0% 2.9% $111,138 0.0% 3.3% $412,814 0.0% 4.5% 65 BOAMS 2004‐5 $798,795,436 $0 $0 0.0% 0.9% $0 0.0% 3.2% $0 0.0% 3.5% $220,356 0.0% 6.9% 66 BOAMS 2004‐7 $921,896,941 $0 $89,710 0.0% 2.5% $152,858 0.0% 5.2% $436,881 0.0% 5.8% $1,281,557 0.1% 8.6% 67 BOAMS 2004‐9 $430,317,144 $15,277,059 $0 0.0% 3.3% $33,062 0.0% 6.9% $33,062 0.0% 9.1% $238,801 0.1% 10.0% 68 BOAMS 2004‐A $692,540,778 $18,445,485 $352,227 0.1% 3.1% $604,895 0.1% 12.7% $609,939 0.1% 16.5% $1,587,039 0.2% 16.7% 69 BOAMS 2004‐B $702,232,544 $21,233,349 $0 0.0% 4.1% $0 0.0% 9.8% $382,807 0.1% 9.7% $1,380,890 0.2% 8.8% 70 BOAMS 2004‐C $727,316,003 $27,606,465 $82,797 0.0% 2.5% $152,624 0.0% 6.3% $251,645 0.0% 8.1% $726,709 0.1% 8.0% 71 BOAMS 2004‐D $1,109,829,051 $34,624,923 $224,287 0.0% 1.7% $372,692 0.0% 8.8% $1,043,311 0.1% 10.4% $2,359,425 0.2% 11.2% 72 BOAMS 2004‐E $1,554,730,138 $70,712,801 $267,743 0.0% 2.9% $773,029 0.0% 12.0% $2,593,024 0.2% 10.8% $5,766,817 0.4% 10.3% 73 BOAMS 2004‐H $600,130,849 $26,951,884 $7,948 0.0% 5.2% $961,309 0.2% 14.0% $2,007,528 0.3% 15.2% $3,509,641 0.6% 16.1% 74 BOAMS 2004‐I $557,289,472 $24,640,201 $892,747 0.2% 4.3% $1,193,379 0.2% 11.5% $1,934,259 0.3% 12.7% $3,329,768 0.6% 11.9% 75 BOAMS 2004‐J $625,204,751 $31,140,646 $0 0.0% 5.7% $535,006 0.1% 12.4% $1,595,271 0.3% 15.7% $4,360,785 0.7% 14.2% 76 BOAMS 2004‐K $609,521,251 $31,551,436 $424,449 0.1% 6.2% $902,340 0.1% 17.0% $2,656,840 0.4% 20.3% $6,586,265 1.1% 16.4% 77 BOAMS 2004‐L $734,924,340 $40,372,397 $260,524 0.0% 4.9% $744,947 0.1% 11.4% $1,606,559 0.2% 15.8% $5,211,951 0.7% 16.7% 78 BOAMS 2005‐1 $324,736,586 $0 $0 0.0% 1.5% $613,130 0.2% 2.8% $1,102,290 0.3% 4.8% $1,785,728 0.5% 3.9% 79 BOAMS 2005‐10 $1,195,310,643 $0 $272,297 0.0% 1.6% $976,261 0.1% 7.7% $2,306,278 0.2% 10.9% $4,276,636 0.4% 11.8% 80 BOAMS 2005‐11 $371,111,350 $23,959,230 $0 0.0% 2.6% $91,248 0.0% 9.6% $755,257 0.2% 13.0% $3,732,606 1.0% 15.3% 81 BOAMS 2005‐12 $300,350,128 $0 $232,434 0.1% 4.4% $587,648 0.2% 7.7% $1,420,178 0.5% 10.7% $3,978,372 1.3% 13.4% 82 BOAMS 2005‐5 $574,709,755 $0 $0 0.0% 1.7% $559,054 0.1% 5.0% $1,003,879 0.2% 5.3% $1,970,069 0.3% 6.1% 83 BOAMS 2005‐6 $343,558,935 $0 $69,712 0.0% 2.0% $440,208 0.1% 5.2% $704,990 0.2% 8.4% $1,113,186 0.3% 10.9% 84 BOAMS 2005‐7 $305,224,988 $0 $0 0.0% 3.3% $0 0.0% 7.9% $671,731 0.2% 10.7% $2,045,129 0.7% 13.2% 85 BOAMS 2005‐8 $228,344,355 $15,692,262 $0 0.0% 3.9% $0 0.0% 7.5% $370,804 0.2% 10.2% $1,401,284 0.6% 15.4% 86 BOAMS 2005‐9 $516,100,666 $0 $1,446 0.0% 1.6% $382,968 0.1% 4.5% $999,579 0.2% 7.4% $2,728,755 0.5% 10.1%



Page 3 of 7



Jan. 2009 Losses

Jan. 2009 Loss %


Jan. 2010 Losses

Jan. 2010 Loss %


Jan. 2011 Losses

Jan. 2011 Loss %


Jan. 2012 Losses

Jan. 2012 Loss %


87 BOAMS 2005‐A $587,868,005 $38,518,763 $0 0.0% 4.8% $872,031 0.1% 12.2% $2,857,685 0.5% 12.6% $4,017,446 0.7% 16.4% 88 BOAMS 2005‐B $308,784,006 $23,532,328 $314 0.0% 5.9% $1,150,397 0.4% 15.8% $1,902,953 0.6% 21.4% $3,664,387 1.2% 18.3% 89 BOAMS 2005‐C $312,332,290 $19,011,264 $8,262 0.0% 6.1% $501,731 0.2% 14.9% $1,468,430 0.5% 18.7% $3,142,495 1.0% 18.4% 90 BOAMS 2005‐D $509,307,295 $36,302,078 $480,403 0.1% 8.1% $1,166,591 0.2% 17.2% $3,516,286 0.7% 20.3% $9,989,377 2.0% 21.4% 91 BOAMS 2005‐E $574,359,687 $32,940,506 $54,101 0.0% 5.2% $2,523,693 0.4% 12.0% $5,226,829 0.9% 13.9% $10,904,711 1.9% 11.3% 92 BOAMS 2005‐F $716,733,785 $46,601,985 $703,152 0.1% 4.2% $2,035,791 0.3% 11.4% $5,406,534 0.8% 16.6% $12,320,716 1.7% 15.7% 93 BOAMS 2005‐G $719,036,455 $49,958,194 $1,052,379 0.1% 5.1% $2,700,525 0.4% 13.5% $6,019,422 0.8% 17.7% $15,938,135 2.2% 16.4% 94 BOAMS 2005‐H $706,791,837 $45,968,385 $559,498 0.1% 5.4% $2,288,062 0.3% 13.0% $7,391,866 1.0% 17.0% $16,360,778 2.3% 16.5% 95 BOAMS 2005‐I $792,010,124 $66,602,583 $0 0.0% 6.4% $2,687,016 0.3% 14.6% $9,390,920 1.2% 19.8% $18,215,889 2.3% 19.8% 96 BOAMS 2005‐J $482,274,365 $28,103,671 $27,019 0.0% 6.9% $1,549,400 0.3% 16.3% $6,546,021 1.4% 18.5% $10,963,630 2.3% 20.0% 97 BOAMS 2005‐K $481,510,747 $41,054,329 $1,035,829 0.2% 8.6% $3,970,589 0.8% 17.2% $8,639,875 1.8% 17.3% $15,063,869 3.1% 18.3% 98 BOAMS 2005‐L $354,283,710 $36,856,977 $48,332 0.0% 6.1% $1,251,133 0.4% 16.7% $4,788,198 1.4% 23.3% $12,050,705 3.4% 25.4% 99 BOAMS 2006‐1 $302,450,082 $21,684,238 $312,582 0.1% 9.2% $1,675,790 0.6% 16.6% $4,642,054 1.5% 20.2% $9,113,072 3.0% 21.5% 100 BOAMS 2006‐2 $235,953,951 $30,187,188 $141,517 0.1% 5.3% $683,469 0.3% 15.6% $3,140,247 1.3% 15.7% $9,994,627 4.2% 18.3% 101 BOAMS 2006‐3 $339,596,463 $19,061,132 $621,156 0.2% 5.8% $1,138,376 0.3% 15.9% $2,739,819 0.8% 21.2% $7,339,896 2.2% 24.5% 102 BOAMS 2006‐A $322,066,720 $24,174,235 $320,191 0.1% 6.4% $838,136 0.3% 13.4% $3,762,371 1.2% 18.8% $8,710,667 2.7% 18.3% 103 BOAMS 2006‐B $763,308,015 $48,187,568 $561,808 0.1% 10.6% $4,759,834 0.6% 23.7% $12,559,154 1.6% 27.8% $26,902,973 3.5% 30.7% 104 BOAMS 2007‐1 $1,027,324,381 $60,276,106 $150,165 0.0% 4.6% $1,741,045 0.2% 11.4% $9,008,099 0.9% 14.3% $18,733,771 1.8% 16.1% 105 BOAMS 2007‐2 $420,763,251 $60,108,458 $913,631 0.2% 19.0% $5,641,331 1.3% 31.4% $11,831,050 2.8% 36.5% $23,187,433 5.5% 40.0% 106 BOAMS 2007‐3 $635,834,221 $60,662,197 $278,608 0.0% 6.6% $1,235,951 0.2% 16.6% $7,728,567 1.2% 22.2% $19,788,101 3.1% 22.3% 107 BSABS 2004‐BO1 $1,306,463,000 $86,023,885 $114,818,837 8.8% 26.3% $143,133,093 11.0% 28.2% $158,281,507 12.1% 25.7% $175,413,912 13.4% 23.0% 108 BSSP 2007‐EMX1 $167,526,000 $56,309,075 $4,378,114 2.6% 45.3% $19,867,388 11.9% 50.5% $27,918,769 16.7% 48.1% $36,301,877 21.7% 48.3% 109 CARR 2006‐FRE1 $1,174,581,881 $218,630,586 $20,557,321 1.8% 53.9% $58,549,454 5.0% 66.5% $128,926,351 11.0% 62.9% $238,312,599 20.3% 54.1% 110 CARR 2006‐FRE2 $946,460,000 $614,837,841 $11,782,384 1.2% 53.9% $30,886,354 3.3% 64.9% $96,632,724 10.2% 60.9% $201,631,492 21.3% 54.3% 111 CARR 2006‐NC1 $1,463,348,009 $209,326,818 $33,669,183 2.3% 39.4% $56,157,201 3.8% 53.5% $120,543,642 8.2% 52.0% $241,508,073 16.5% 41.6% 112 CARR 2006‐NC2 $941,444,917 $153,217,278 $25,084,971 2.7% 46.8% $41,921,960 4.5% 58.9% $101,047,128 10.7% 55.7% $195,499,853 20.8% 45.8% 113 CARR 2006‐NC3 $1,561,439,000 $289,588,373 $34,971,375 2.2% 44.5% $61,916,274 4.0% 59.0% $171,656,558 11.0% 54.6% $359,661,501 23.0% 44.0% 114 CARR 2006‐NC4 $1,550,814,000 $328,784,360 $31,608,751 2.0% 45.3% $62,202,415 4.0% 56.8% $173,331,529 11.2% 52.9% $343,972,073 22.2% 46.6% 115 CARR 2006‐NC5 $1,175,926,486 $265,150,106 $20,182,084 1.7% 46.3% $42,573,511 3.6% 59.1% $131,767,424 11.2% 55.2% $267,699,117 22.8% 48.2% 116 CARR 2006‐OPT1 $996,482,116 $127,906,578 $39,521,893 4.0% 41.8% $76,051,021 7.6% 54.9% $107,449,494 10.8% 49.6% $147,207,713 14.8% 44.5% 117 CARR 2006‐RFC1 $782,074,928 $99,079,907 $19,643,076 2.5% 40.1% $35,611,112 4.6% 59.0% $80,111,708 10.2% 52.2% $141,515,693 18.1% 42.9% 118 CARR 2007‐FRE1 $954,388,000 $273,348,394 $19,146,732 2.0% 52.0% $78,597,569 8.2% 68.7% $120,985,355 12.7% 75.3% $164,530,115 17.2% 74.8% 119 CARR 2007‐RFC1 $886,526,948 $199,911,851 $7,175,597 0.8% 40.5% $23,474,347 2.6% 54.5% $84,921,021 9.6% 50.7% $175,443,499 19.8% 43.4% 120 CMLTI 2004‐OPT1 $1,638,919,041 $83,195,562 $25,572,526 1.6% 23.9% $33,426,736 2.0% 31.5% $38,482,544 2.3% 30.3% $44,038,555 2.7% 33.1% 121 FFML 2004‐FF1 $1,323,234,100 $23,325,930 $16,757,221 1.3% 20.8% $20,378,915 1.5% 23.0% $21,869,442 1.7% 28.3% $24,745,491 1.9% 26.9% 122 FFML 2004‐FF11 $1,339,234,100 $48,215,048 $40,674,644 3.0% 31.9% $63,906,480 4.8% 35.7% $73,009,727 5.5% 52.5% $78,446,427 5.9% 40.7% 123 FFML 2004‐FF2 $879,121,695 $13,994,727 $12,813,702 1.5% 35.6% $16,665,367 1.9% 39.1% $19,462,127 2.2% 32.2% $21,777,454 2.5% 28.4% 124 FFML 2004‐FF5 $1,100,000,000 $31,366,911 $22,674,017 2.1% 21.9% $31,141,429 2.8% 31.4% $37,219,850 3.4% 28.0% $41,597,911 3.8% 27.2% 125 FFML 2004‐FF6 $1,063,468,846 $27,325,095 $17,067,290 1.6% 26.1% $22,381,746 2.1% 38.8% $26,893,832 2.5% 42.6% $33,414,043 3.1% 40.9% 126 FFML 2004‐FF7 $1,559,224,000 $54,507,365 $24,178,318 1.6% 24.6% $35,785,342 2.3% 36.9% $40,376,654 2.6% 35.6% $47,956,200 3.1% 31.6% 127 FFML 2004‐FF8 $1,242,477,719 $26,829,103 $23,622,149 1.9% 28.5% $31,249,190 2.5% 43.8% $40,678,706 3.3% 48.0% $51,564,345 4.2% 43.0% 128 FFML 2004‐FFH2 $1,200,000,000 $35,431,448 $66,329,963 5.5% 40.5% $82,857,904 6.9% 46.3% $88,993,987 7.4% 39.9% $94,620,639 7.9% 36.4% 129 FFML 2005‐FF6 $1,076,795,100 $66,196,633 $54,369,711 5.0% 42.7% $86,587,349 8.0% 51.5% $97,082,510 9.0% 59.8% $107,297,803 10.0% 55.4% 130 FFML 2005‐FFH1 $537,900,100 $36,417,968 $51,241,327 9.5% 52.8% $78,225,987 14.5% 56.7% $84,661,802 15.7% 60.1% $90,469,518 16.8% 55.5% 131 FFML 2006‐FF15 $2,202,389,000 $381,346,892 $129,669,084 5.9% 51.4% $325,191,448 14.8% 56.3% $443,947,351 20.2% 40.0% $590,937,844 26.8% 38.1% 132 FFML 2006‐FF17 $769,759,000 $156,000,931 $49,554,750 6.4% 51.9% $123,811,711 16.1% 57.0% $165,327,694 21.5% 41.2% $213,407,844 27.7% 39.0%



Page 4 of 7



Jan. 2009 Losses

Jan. 2009 Loss %


Jan. 2010 Losses

Jan. 2010 Loss %


Jan. 2011 Losses

Jan. 2011 Loss %


Jan. 2012 Losses

Jan. 2012 Loss %


133 FFML 2006‐FFA $763,053,000 $186,302,254 $304,027,313 39.8% 27.7% $454,574,044 59.6% 25.7% $509,922,247 66.8% 27.1% $547,158,321 71.7% 22.5% 134 FFML 2006‐FFH1 $468,270,100 $51,519,153 $47,916,083 10.2% 46.7% $92,017,695 19.7% 46.9% $106,104,827 22.7% 55.8% $112,857,891 24.1% 57.1% 135 FMIC 2007‐1 $358,246,000 $139,570,177 $29,418,292 8.2% 40.5% $74,421,914 20.8% 49.6% $94,636,611 26.4% 40.7% $110,813,779 30.9% 43.9% 136 GSAMP 2004‐FM1 $751,303,000 $10,573,604 $10,817,290 1.4% 16.3% $13,289,672 1.8% 17.8% $14,080,553 1.9% 26.1% $14,914,898 2.0% 25.4% 137 GSAMP 2004‐FM2 $992,856,000 $15,452,567 $13,102,783 1.3% 18.3% $15,321,657 1.5% 22.3% $17,247,774 1.7% 25.7% $19,230,400 1.9% 20.7% 138 HVMLT 2006‐10 $1,697,279,000 $707,902,026 $52,223,968 3.1% 32.4% $208,024,704 12.3% 40.8% $304,046,336 17.9% 30.5% $374,582,144 22.1% 29.6% 139 HVMLT 2006‐11 $415,964,635 $55,920,210 $6,935,390 1.7% 31.4% $20,655,724 5.0% 46.6% $32,399,609 7.8% 52.3% $51,692,456 12.4% 48.6% 140 HVMLT 2007‐1 $1,791,072,000 $294,987,537 $27,026,654 1.5% 39.5% $78,649,801 4.4% 57.2% $160,556,393 9.0% 61.8% $258,499,050 14.4% 57.4% 141 HVMLT 2007‐3 $876,714,084 $178,050,922 $24,318,374 2.8% 34.6% $108,491,856 12.4% 48.2% $177,688,016 20.3% 35.1% $219,887,040 25.1% 30.3% 142 IMM 2004‐11 $1,515,021,000 $51,837,769 $19,950,161 1.3% 28.9% $37,979,580 2.5% 36.2% $44,052,276 2.9% 39.5% $54,594,113 3.6% 37.9% 143 IMM 2004‐6 $2,200,000,000 $71,365,766 $10,357,825 0.5% 13.3% $20,647,146 0.9% 16.6% $24,628,037 1.1% 16.8% $29,848,625 1.4% 15.0% 144 IMM 2005‐2 $1,317,823,000 $92,069,877 $17,822,754 1.4% 26.7% $40,802,048 3.1% 20.0% $50,325,385 3.8% 17.9% $56,853,948 4.3% 16.5% 145 IMM 2005‐3 $1,000,000,000 $68,959,113 $14,455,029 1.4% 30.3% $35,238,254 3.5% 33.0% $51,501,243 5.2% 32.2% $59,708,012 6.0% 31.2% 146 IMM 2005‐6 $1,717,619,000 $134,031,855 $70,416,173 4.1% 33.6% $162,648,377 9.5% 19.9% $182,423,148 10.6% 18.2% $199,419,722 11.6% 17.5% 147 IMSA 2005‐1 $633,913,471 $47,454,588 $13,459,247 2.1% 45.9% $39,298,365 6.2% 29.9% $45,738,844 7.2% 26.0% $51,182,882 8.1% 26.5% 148 IMSA 2005‐2 $1,978,122,000 $222,116,862 $108,553,209 5.5% 48.1% $291,753,914 14.7% 31.5% $338,629,082 17.1% 24.4% $367,434,551 18.6% 25.0% 149 IRWHE 2005‐A $343,682,000 $6,765,940 $18,770,885 5.5% 11.1% $24,859,035 7.2% 11.3% $29,789,526 8.7% 9.9% $32,475,038 9.4% 8.8% 150 IRWHE 2006‐2 $272,343,000 $36,300,233 $29,614,016 10.9% 12.8% $50,332,812 18.5% 12.9% $63,302,716 23.2% 10.8% $74,391,360 27.3% 10.9% 151 IRWHE 2006‐P1 $230,401,000 $12,899,027 $3,685,289 1.6% 2.6% $8,731,906 3.8% 5.5% $11,879,604 5.2% 6.9% $14,887,303 6.5% 8.3% 152 LABSM 2007‐1 $497,346,852 $142,837,044 $31,199,009 6.3% 38.6% $110,840,660 22.3% 29.6% $134,808,732 27.1% 31.0% $144,654,922 29.1% 40.5% 153 LMT 2007‐4 $664,495,764 $185,832,384 $7,159,713 1.1% 26.0% $33,905,344 5.1% 38.8% $61,338,436 9.2% 36.3% $85,919,858 12.9% 34.6% 154 LMT 2007‐5 $1,349,189,857 $237,028,589 $10,237,964 0.8% 14.1% $37,201,509 2.8% 23.9% $69,928,958 5.2% 24.4% $98,533,621 7.3% 24.7% 155 MABS 2004‐OPT1 $679,851,754 $26,101,482 $10,965,427 1.6% 18.6% $13,019,103 1.9% 23.6% $14,751,721 2.2% 21.5% $15,979,189 2.4% 22.2% 156 MABS 2004‐OPT2 $1,013,287,586 $49,718,516 $8,939,217 0.9% 21.6% $11,861,746 1.2% 30.3% $14,705,449 1.5% 30.0% $17,227,653 1.7% 31.1% 157 MABS 2005‐OPT1 $1,602,390,035 $93,240,069 $30,201,992 1.9% 32.1% $47,474,995 3.0% 36.1% $55,941,762 3.5% 37.4% $64,227,534 4.0% 37.0% 158 MLCC 2004‐1 $612,025,533 $41,606,682 $287 0.0% 2.6% $0 0.0% 5.6% $322,453 0.1% 7.1% $494,574 0.1% 8.0% 159 MLCC 2004‐A $1,400,004,947 $34,084,408 $457,246 0.0% 4.2% $474,722 0.0% 4.9% $1,557,273 0.1% 4.9% $1,638,522 0.1% 6.5% 160 MLCC 2004‐B $1,000,003,352 $27,843,701 ‐$7,915 0.0% 2.5% $52,310 0.0% 5.0% $92,293 0.0% 6.0% $92,675 0.0% 5.0% 161 MLCC 2004‐C $900,006,454 $18,501,883 $270,055 0.0% 3.5% $418,855 0.0% 4.1% $1,002,180 0.1% 2.0% $1,049,852 0.1% 4.0% 162 MLCC 2004‐D $1,000,001,358 $22,561,215 $238,656 0.0% 2.7% $333,427 0.0% 2.8% $440,207 0.0% 3.2% $582,775 0.1% 3.7% 163 MLCC 2004‐E $1,100,001,138 $28,425,596 $164,360 0.0% 5.3% $716,267 0.1% 7.3% $993,849 0.1% 6.5% $1,266,101 0.1% 8.5% 164 MLCC 2004‐F $1,000,012,589 $19,553,714 $225,117 0.0% 7.9% $987,877 0.1% 5.0% $1,269,345 0.1% 6.4% $1,965,421 0.2% 4.2% 165 MLCC 2004‐G $485,000,100 $10,042,215 $593,843 0.1% 7.9% $1,190,130 0.2% 5.5% $1,195,090 0.2% 5.4% $1,399,824 0.3% 6.2% 166 MLCC 2004‐HB1 $500,001,016 $10,454,315 $806,915 0.2% 13.5% $1,267,598 0.3% 15.4% $1,645,101 0.3% 11.4% $1,811,323 0.4% 14.0% 167 MLCC 2005‐1 $407,048,448 $21,545,614 $1,784 0.0% 5.0% $282,223 0.1% 7.9% $838,356 0.2% 6.4% $1,485,393 0.4% 8.9% 168 MLCC 2005‐A $550,001,261 $15,872,111 $125,746 0.0% 4.1% $379,220 0.1% 3.6% $583,322 0.1% 4.4% $807,540 0.1% 4.6% 169 MLCC 2005‐B $500,005,684 $14,906,803 $748,758 0.1% 3.1% $860,400 0.2% 4.0% $1,003,918 0.2% 4.2% $1,316,536 0.3% 6.0% 170 MLCC 2006‐1 $476,561,871 $49,755,136 $0 0.0% 4.7% $397,566 0.1% 9.9% $1,248,540 0.3% 13.4% $2,871,107 0.6% 12.2% 171 MLMI 2004‐HE1 $300,186,100 $5,767,047 $5,051,087 1.7% 21.1% $6,350,347 2.1% 20.5% $6,771,535 2.3% 27.3% $7,035,482 2.3% 30.8% 172 MLMI 2004‐HE2 $502,087,100 $24,013,239 $13,284,919 2.6% 26.1% $17,737,410 3.5% 35.9% $19,102,249 3.8% 37.9% $20,281,833 4.0% 34.2% 173 MLMI 2004‐OPT1 $723,462,100 $37,135,316 $6,774,589 0.9% 20.1% $9,163,474 1.3% 24.7% $11,172,905 1.5% 24.4% $12,508,790 1.7% 26.7% 174 MLMI 2004‐WMC1 $832,930,100 $15,949,271 $9,628,103 1.2% 16.3% $12,201,967 1.5% 19.6% $14,027,673 1.7% 20.4% $15,748,478 1.9% 18.9% 175 MLMI 2004‐WMC3 $1,394,840,100 $28,346,409 $20,796,257 1.5% 23.3% $24,994,127 1.8% 22.6% $28,783,386 2.1% 24.8% $32,436,352 2.3% 22.4% 176 MLMI 2004‐WMC4 $1,294,169,100 $29,781,679 $20,499,835 1.6% 21.8% $25,434,984 2.0% 26.0% $28,600,435 2.2% 28.5% $32,302,879 2.5% 22.0% 177 MLMI 2005‐FM1 $897,392,100 $68,373,880 $42,784,711 4.8% 48.7% $63,509,035 7.1% 56.9% $71,442,800 8.0% 61.1% $77,597,386 8.6% 54.8% 178 MLMI 2006‐F1 $226,864,852 $17,920,886 $21,525 0.0% 6.6% $1,105,145 0.5% 13.0% $2,709,654 1.2% 15.1% $5,427,135 2.4% 19.7%



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Jan. 2010 Losses

Jan. 2010 Loss %


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Jan. 2011 Loss %


Jan. 2012 Losses

Jan. 2012 Loss %


179 MLMI 2006‐HE1 $738,739,100 $62,741,842 $84,664,899 11.5% 48.5% $137,017,926 18.5% 54.2% $145,700,420 19.7% 60.2% $158,373,905 21.4% 55.0% 180 MSAC 2004‐OP1 $1,548,294,930 $68,965,980 $21,789,405 1.4% 21.9% $30,528,510 2.0% 25.4% $36,342,150 2.3% 27.3% $42,672,557 2.8% 26.9% 181 MSAC 2005‐HE4 $910,827,501 $56,000,173 $55,327,747 6.1% 49.8% $80,207,447 8.8% 55.9% $94,443,740 10.4% 56.3% $111,779,888 12.3% 51.6% 182 MSAC 2005‐HE5 $1,487,218,857 $95,884,665 $95,771,610 6.4% 51.6% $151,462,787 10.2% 56.9% $176,895,562 11.9% 54.8% $198,551,506 13.4% 52.8% 183 MSAC 2005‐WMC2 $1,241,160,000 $50,971,888 $30,067,511 2.4% 45.3% $41,230,443 3.3% 55.9% $48,238,489 3.9% 54.6% $54,247,692 4.4% 55.5% 184 MSAC 2005‐WMC3 $986,656,898 $43,901,001 $32,208,423 3.3% 47.2% $40,981,810 4.2% 56.0% $47,147,436 4.8% 58.0% $54,887,502 5.6% 57.5% 185 MSAC 2005‐WMC4 $1,256,126,072 $49,993,169 $46,602,436 3.7% 51.4% $58,266,109 4.6% 61.6% $68,643,964 5.5% 64.1% $82,293,800 6.6% 61.6% 186 MSAC 2005‐WMC5 $1,498,816,791 $64,303,774 $63,298,036 4.2% 53.2% $85,623,348 5.7% 59.0% $99,039,373 6.6% 62.1% $112,998,985 7.5% 58.9% 187 MSAC 2005‐WMC6 $1,175,760,831 $63,729,195 $60,725,299 5.2% 47.3% $78,161,617 6.6% 58.3% $88,519,657 7.5% 59.3% $104,098,639 8.9% 56.9% 188 MSAC 2006‐HE1 $1,213,914,513 $124,984,891 $123,850,524 10.2% 48.8% $203,756,655 16.8% 58.0% $232,054,077 19.1% 53.1% $251,872,270 20.7% 49.4% 189 MSAC 2006‐WMC1 $1,142,846,602 $113,780,744 $128,440,726 11.2% 50.2% $207,156,264 18.1% 56.0% $235,012,011 20.6% 49.1% $255,554,583 22.4% 45.7% 190 MSAC 2007‐HE4 $710,319,852 $221,768,975 $55,971,059 7.9% 59.4% $126,716,826 17.8% 71.2% $165,853,274 23.3% 66.0% $205,104,008 28.9% 61.0% 191 NAA 2004‐AP3 $305,400,921 $19,327,799 $4,096,672 1.3% 14.4% $5,691,172 1.9% 21.4% $8,138,832 2.7% 22.9% $9,599,790 3.1% 23.4% 192 NATCM 2008‐1 $150,294,556 $21,313,529 $0 0.0% 1.6% $701,199 0.5% 6.4% $2,964,315 2.0% 8.3% $5,763,976 3.8% 12.3% 193 OOMLT 2004‐1 $800,000,000 $30,155,020 $16,247,533 2.0% 25.1% $19,397,043 2.4% 31.3% $22,357,018 2.8% 29.8% $23,971,224 3.0% 28.1% 194 OOMLT 2004‐2 $1,000,000,000 $40,097,507 $15,971,113 1.6% 23.0% $19,111,997 1.9% 27.5% $21,186,403 2.1% 26.4% $23,842,640 2.4% 30.7% 195 OOMLT 2004‐3 $1,000,000,000 $55,627,852 $23,443,767 2.3% 23.9% $31,244,856 3.1% 28.1% $36,106,424 3.6% 25.2% $38,805,265 3.9% 28.2% 196 OOMLT 2005‐1 $1,194,000,000 $62,055,183 $20,079,587 1.7% 29.2% $28,187,070 2.4% 36.5% $32,578,182 2.7% 34.9% $36,941,292 3.1% 35.8% 197 OOMLT 2005‐2 $1,200,000,000 $81,758,722 $33,385,923 2.8% 34.4% $49,569,873 4.1% 43.7% $61,654,364 5.1% 39.2% $68,936,173 5.7% 39.5% 198 OOMLT 2005‐3 $1,199,983,471 $93,022,043 $61,094,843 5.1% 36.6% $94,556,356 7.9% 39.3% $115,466,128 9.6% 39.0% $128,677,987 10.7% 37.3% 199 OOMLT 2005‐4 $2,002,563,170 $214,725,744 $126,899,157 6.3% 36.6% $207,334,735 10.4% 43.4% $253,024,338 12.6% 39.3% $287,322,557 14.3% 38.4% 200 OOMLT 2005‐5 $1,011,830,000 $119,631,168 $65,814,984 6.5% 38.1% $120,254,107 11.9% 43.6% $143,080,589 14.1% 40.0% $164,013,130 16.2% 36.7% 201 OOMLT 2006‐1 $3,021,923,783 $377,164,542 $158,461,605 5.2% 36.9% $277,351,879 9.2% 43.6% $335,707,623 11.1% 40.0% $376,946,144 12.5% 38.5% 202 OOMLT 2006‐3 $1,500,000,000 $334,315,392 $114,114,953 7.6% 45.2% $229,956,418 15.3% 54.5% $294,259,420 19.6% 46.2% $343,634,192 22.9% 44.7% 203 OOMLT 2007‐1 $1,781,034,896 $404,275,801 $129,161,375 7.3% 43.5% $275,859,165 15.5% 54.0% $362,160,904 20.3% 46.7% $418,907,988 23.5% 47.6% 204 OOMLT 2007‐2 $983,268,782 $272,389,633 $59,292,484 6.0% 40.2% $139,347,923 14.2% 51.1% $183,144,270 18.6% 44.4% $219,795,280 22.4% 44.1% 205 OOMLT 2007‐3 $942,500,000 $258,873,962 $69,978,904 7.4% 41.0% $157,644,581 16.7% 52.0% $209,540,391 22.2% 44.2% $250,210,333 26.5% 41.0% 206 OOMLT 2007‐4 $1,200,000,000 $326,496,821 $74,094,570 6.2% 40.6% $187,627,491 15.6% 53.1% $247,094,999 20.6% 45.6% $295,313,249 24.6% 43.7% 207 OOMLT 2007‐5 $1,500,000,000 $404,139,982 $77,995,912 5.2% 37.7% $219,622,684 14.6% 52.0% $298,568,422 19.9% 44.5% $358,163,027 23.9% 42.3% 208 OOMLT 2007‐6 $1,013,491,500 $302,544,253 $30,369,557 3.0% 36.7% $113,651,100 11.2% 52.2% $159,071,056 15.7% 40.7% $201,124,956 19.8% 44.0% 209 OOMLT 2007‐CP1 $800,000,000 $167,766,831 $39,902,906 5.0% 51.8% $106,886,246 13.4% 57.7% $140,781,494 17.6% 48.3% $165,359,108 20.7% 49.1% 210 OOMLT 2007‐FXD1 $827,616,823 $249,096,243 $16,150,617 2.0% 26.3% $46,653,819 5.6% 39.9% $76,474,200 9.2% 37.0% $108,863,373 13.2% 33.5% 211 OWNIT 2006‐2 $533,541,100 $59,256,660 $48,415,950 9.1% 44.9% $95,222,675 17.8% 58.6% $121,814,387 22.8% 45.3% $136,047,845 25.5% 48.2% 212 PPSI 2004‐MCW1 $1,800,000,081 $78,701,904 $66,185,855 3.7% 40.9% $81,953,645 4.6% 46.7% $90,527,033 5.0% 50.3% $97,800,179 5.4% 48.5% 213 PPSI 2004‐MHQ1 $2,800,600,000 $148,626,960 $152,427,920 5.4% 30.5% $202,243,038 7.2% 29.9% $226,298,281 8.1% 30.2% $253,590,178 9.1% 24.9% 214 PPSI 2004‐WCW1 $1,565,329,270 $88,770,662 $84,971,515 5.4% 36.1% $102,447,125 6.5% 43.7% $112,872,686 7.2% 48.0% $123,918,501 7.9% 46.7% 215 PPSI 2004‐WCW2 $2,999,932,852 $162,929,678 $134,684,208 4.5% 35.0% $162,832,593 5.4% 42.3% $178,491,631 5.9% 47.4% $196,349,713 6.5% 44.7% 216 PPSI 2004‐WHQ1 $2,000,000,279 $87,663,082 $89,329,457 4.5% 28.9% $113,440,660 5.7% 31.0% $129,857,010 6.5% 28.5% $145,281,730 7.3% 23.3% 217 PPSI 2004‐WHQ2 $4,300,000,000 $231,276,522 $228,708,229 5.3% 31.6% $308,256,328 7.2% 32.4% $344,953,215 8.0% 30.4% $385,626,428 9.0% 26.9% 218 PPSI 2005‐WCH1 $1,900,000,241 $122,349,309 $113,931,747 6.0% 36.1% $153,015,119 8.1% 44.7% $170,433,158 9.0% 39.1% $184,299,763 9.7% 38.6% 219 PPSI 2005‐WCW1 $2,600,000,080 $201,966,876 $137,510,181 5.3% 47.2% $191,346,959 7.4% 55.5% $223,277,075 8.6% 56.6% $262,197,329 10.1% 53.4% 220 PPSI 2005‐WCW2 $2,400,001,992 $205,761,149 $138,979,639 5.8% 46.0% $185,795,016 7.7% 56.4% $210,707,203 8.8% 58.2% $245,505,958 10.2% 54.0% 221 PPSI 2005‐WCW3 $1,500,000,730 $138,825,175 $80,387,166 5.4% 49.0% $112,483,224 7.5% 59.0% $135,901,250 9.1% 61.3% $160,910,772 10.7% 57.1% 222 PPSI 2005‐WHQ1 $1,952,000,000 $127,255,550 $130,544,471 6.7% 34.6% $178,595,757 9.1% 37.9% $200,978,372 10.3% 35.6% $232,507,364 11.9% 29.6% 223 PPSI 2005‐WHQ2 $3,500,003,307 $238,876,994 $135,040,357 3.9% 35.0% $210,445,193 6.0% 34.8% $236,341,691 6.8% 37.6% $287,340,942 8.2% 30.8% 224 PPSI 2005‐WHQ3 $2,000,001,800 $126,722,244 $121,999,111 6.1% 32.2% $178,830,359 8.9% 33.1% $204,876,122 10.2% 34.6% $230,217,322 11.5% 28.0%



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Jan. 2009 Losses

Jan. 2009 Loss %


Jan. 2010 Losses

Jan. 2010 Loss %


Jan. 2011 Losses

Jan. 2011 Loss %


Jan. 2012 Losses

Jan. 2012 Loss %


225 PPSI 2005‐WHQ4 $2,275,008,970 $192,095,741 $138,542,289 6.1% 40.8% $236,994,603 10.4% 41.0% $278,763,128 12.3% 41.3% $326,615,383 14.4% 35.0% 226 PPSI 2005‐WLL1 $767,483,000 $54,336,048 $34,887,807 4.5% 38.4% $54,747,011 7.1% 47.5% $66,172,607 8.6% 41.9% $78,305,174 10.2% 41.5% 227 RAMC 2004‐1 $550,000,000 $43,900,371 $9,108,392 1.7% 21.0% $12,935,560 2.4% 26.0% $16,168,494 2.9% 26.2% $19,775,576 3.6% 26.4% 228 RAMC 2004‐2 $504,400,000 $53,505,496 $7,431,868 1.5% 17.9% $10,792,967 2.1% 23.7% $13,217,626 2.6% 23.7% $18,763,702 3.7% 24.2% 229 RAMC 2004‐3 $623,359,000 $64,953,920 $11,280,760 1.8% 24.3% $18,228,703 2.9% 24.7% $22,262,179 3.6% 26.3% $27,852,913 4.5% 27.2% 230 SABR 2004‐OP1 $1,789,485,622 $45,558,789 $33,224,304 1.9% 19.0% $38,773,414 2.2% 25.4% $43,148,222 2.4% 29.7% $48,357,625 2.7% 31.3% 231 SABR 2004‐OP2 $822,521,383 $44,430,772 $15,448,381 1.9% 21.4% $19,298,343 2.3% 28.5% $21,991,681 2.7% 31.4% $23,849,181 2.9% 32.8% 232 SABR 2005‐FR2 $1,065,101,000 $34,658,433 $49,585,111 4.7% 54.5% $76,347,137 7.2% 58.7% $83,770,428 7.9% 50.5% $90,134,486 8.5% 53.5% 233 SABR 2005‐FR4 $1,098,257,690 $36,373,601 $56,703,366 5.2% 58.7% $80,437,085 7.3% 66.2% $99,685,021 9.1% 66.1% $119,882,487 10.9% 63.1% 234 SABR 2005‐FR5 $1,162,489,625 $49,012,834 $48,191,376 4.1% 61.4% $78,192,658 6.7% 72.4% $113,945,298 9.8% 73.8% $137,365,016 11.8% 72.0% 235 SABR 2005‐HE1 $1,243,776,070 $53,163,654 $110,702,681 8.9% 63.1% $188,278,679 15.1% 64.9% $227,646,905 18.3% 61.0% $261,604,186 21.0% 51.2% 236 SABR 2005‐OP1 $1,319,193,830 $73,161,598 $26,846,964 2.0% 25.0% $37,569,380 2.8% 28.8% $43,237,217 3.3% 29.4% $47,995,855 3.6% 30.1% 237 SABR 2005‐OP2 $1,008,164,920 $105,123,050 $45,090,201 4.5% 38.2% $68,945,763 6.8% 41.9% $82,037,739 8.1% 39.6% $92,954,825 9.2% 39.0% 238 SABR 2006‐FR1 $989,194,069 $88,634,551 $112,092,932 11.3% 53.6% $165,198,050 16.7% 51.4% $187,459,894 19.0% 50.8% $213,316,945 21.6% 46.0% 239 SABR 2006‐FR2 $495,373,000 $58,403,361 $59,967,516 12.1% 57.2% $101,480,691 20.5% 61.1% $126,748,350 25.6% 52.2% $143,835,166 29.0% 48.6% 240 SABR 2006‐FR3 $987,602,652 $129,150,674 $131,227,086 13.3% 58.3% $210,127,456 21.3% 60.1% $245,947,300 24.9% 54.3% $284,951,484 28.9% 38.9% 241 SABR 2006‐HE1 $768,771,113 $125,030,254 $96,865,587 12.6% 52.7% $168,227,197 21.9% 49.6% $200,027,683 26.0% 46.0% $231,720,240 30.1% 38.4% 242 SABR 2006‐HE2 $1,024,802,507 $166,889,251 $92,343,059 9.0% 53.0% $210,407,319 20.5% 49.5% $260,986,141 25.5% 43.7% $309,759,482 30.2% 36.8% 243 SABR 2006‐NC3 $430,021,521 $84,319,017 $41,950,065 9.8% 51.6% $95,096,604 22.1% 47.7% $115,014,936 26.7% 43.9% $140,468,211 32.7% 34.4% 244 SARM 2004‐10 $1,749,258,066 $111,977,164 $3,393,058 0.2% 12.1% $10,240,948 0.6% 16.8% $16,741,689 1.0% 15.3% $22,851,859 1.3% 15.3% 245 SARM 2004‐16 $1,882,377,030 $117,046,037 $8,411,418 0.4% 13.3% $23,152,047 1.2% 16.7% $31,608,096 1.7% 15.8% $40,262,358 2.1% 14.4% 246 SARM 2004‐18 $1,155,774,399 $81,422,557 $7,448,815 0.6% 16.8% $19,167,112 1.7% 23.3% $29,118,534 2.5% 19.3% $37,790,233 3.3% 18.4% 247 SARM 2004‐20 $926,474,085 $73,373,942 $5,504,820 0.6% 19.4% $16,707,915 1.8% 24.2% $25,075,770 2.7% 19.0% $31,692,628 3.4% 15.9% 248 SARM 2004‐5 $1,206,419,463 $0 $2,174,102 0.2% 6.6% $6,333,005 0.5% 8.6% $9,174,623 0.8% 10.2% $11,015,923 0.9% 13.2% 249 SARM 2004‐9XS $300,371,593 $22,686,907 $519,201 0.2% 14.0% $1,678,166 0.6% 17.0% $2,492,009 0.8% 15.8% $2,777,506 0.9% 16.2% 250 SARM 2005‐11 $495,013,231 $50,015,630 $2,553,475 0.5% 13.7% $8,636,345 1.7% 23.1% $14,643,715 3.0% 22.1% $18,320,381 3.7% 21.9% 251 SARM 2005‐14 $546,639,626 $41,613,603 $3,696,342 0.7% 36.4% $8,954,677 1.6% 51.1% $16,591,802 3.0% 56.4% $27,873,180 5.1% 53.7% 252 SARM 2005‐15 $1,042,956,480 $106,811,743 $7,484,565 0.7% 11.1% $17,801,328 1.7% 20.5% $29,535,353 2.8% 23.3% $43,341,612 4.2% 23.0% 253 SARM 2005‐17 $1,245,675,529 $134,854,047 $6,975,776 0.6% 14.9% $22,040,091 1.8% 29.1% $36,989,527 3.0% 27.8% $52,383,340 4.2% 26.2% 254 SARM 2005‐20 $614,327,789 $74,619,548 $4,999,254 0.8% 23.1% $18,410,682 3.0% 39.2% $30,762,725 5.0% 32.7% $39,811,558 6.5% 23.6% 255 SARM 2007‐1 $490,057,709 $79,458,621 $18,864,512 3.8% 48.3% $49,328,177 10.1% 60.2% $74,302,925 15.2% 49.5% $91,280,927 18.6% 41.4% 256 SARM 2007‐11 $454,858,876 $70,411,724 $4,511,767 1.0% 42.0% $28,906,061 6.4% 56.9% $54,364,869 12.0% 54.8% $76,294,636 16.8% 58.0% 257 SARM 2007‐2 $553,288,369 $55,542,720 $18,840,307 3.4% 50.1% $62,727,070 11.3% 61.5% $86,340,078 15.6% 58.2% $108,039,195 19.5% 50.5% 258 SARM 2007‐3 $1,151,449,862 $167,733,033 $12,804,085 1.1% 44.0% $59,500,674 5.2% 57.9% $98,913,519 8.6% 56.8% $129,045,936 11.2% 49.4% 259 SARM 2007‐4 $539,008,100 $70,796,786 $16,815,512 3.1% 48.3% $71,503,089 13.3% 61.3% $109,312,674 20.3% 54.7% $137,482,739 25.5% 48.5% 260 SARM 2007‐6 $700,951,151 $123,234,875 $9,958,277 1.4% 43.6% $62,041,542 8.9% 61.3% $113,809,800 16.2% 51.8% $145,652,179 20.8% 45.2% 261 SASC 2005‐NC2 $963,464,000 $66,625,005 $25,098,190 2.6% 35.8% $39,445,823 4.1% 44.5% $45,282,794 4.7% 42.1% $51,983,124 5.4% 41.2% 262 SASC 2006‐OPT1 $925,486,000 $118,784,574 $65,548,783 7.1% 38.7% $113,062,110 12.2% 45.7% $136,945,156 14.8% 42.1% $155,316,644 16.8% 40.4% 263 SASC 2007‐BC1 $1,190,562,000 $254,807,518 $63,147,240 5.3% 38.9% $156,650,770 13.2% 57.3% $211,116,245 17.7% 48.2% $266,441,894 22.4% 43.6% 264 SASC 2007‐MN1A $900,548,000 $265,940,906 $37,151,658 4.1% 61.3% $89,929,352 10.0% 71.9% $142,948,017 15.9% 70.0% $188,736,795 21.0% 67.2% 265 SASC 2007‐OSI $814,312,000 $237,821,395 $40,272,131 4.9% 49.8% $140,798,929 17.3% 51.2% $205,285,555 25.2% 46.1% $283,326,060 34.8% 40.6% 266 SNMLT 2005‐2A $189,127,550 $17,781,570 $8,783,688 4.6% 48.4% $16,762,610 8.9% 53.5% $22,007,740 11.6% 52.7% $29,600,544 15.7% 54.4% 267 SVHE 2007‐OPT1 $2,321,786,205 $693,522,632 $108,014,695 4.7% 37.5% $303,915,800 13.1% 48.1% $414,928,948 17.9% 42.4% $496,639,357 21.4% 40.9% 268 SVHE 2007‐OPT2 $562,080,117 $144,726,057 $10,212,111 1.8% 34.7% $45,464,937 8.1% 48.3% $70,014,753 12.5% 39.2% $87,282,831 15.5% 39.5% 269 SVHE 2007‐OPT3 $565,259,217 $156,321,439 $8,958,895 1.6% 31.4% $44,317,540 7.8% 48.9% $68,653,521 12.1% 41.4% $90,656,572 16.0% 41.5% 270 SVHE 2007‐OPT4 $495,100,046 $130,346,188 $4,751,602 1.0% 32.6% $33,281,361 6.7% 47.3% $51,479,450 10.4% 40.7% $71,249,261 14.4% 43.7%



Page 7 of 7



Jan. 2009 Losses

Jan. 2009 Loss %


Jan. 2010 Losses

Jan. 2010 Loss %


Jan. 2011 Losses

Jan. 2011 Loss %


Jan. 2012 Losses

Jan. 2012 Loss %


271 SVHE 2007‐OPT5 $1,025,576,924 $312,880,918 $6,202,621 0.6% 29.6% $66,416,247 6.5% 56.6% $109,109,415 10.6% 42.1% $140,077,299 13.7% 40.3% Total $7,894,196,975 3.2% 24.83% $14,460,351,863 5.9% 31.42% $18,886,943,467 7.7% 31.17% $23,543,404,491 9.5% 30.04%

































































































































FHFA v. Bank of America

Id

Id.



Western and Southern Life Ins. Co., et al. v. Bank of America, et al.,

In re Countrywide Financial Corp. Mortgage-Backed Sec. Litig.

Id

Prudential v. Bank of America

CMFG Life Ins. Co., et al. v. Banc of Am. Sec. LLC, et al.

Id





FHFA v. Citigroup, Inc., et al.

Id

FHFA v. Barclays Bank PLC, et al.

Id



Ellington Mgmt. Grp., L.L.C., et al. v. Ameriquest Mortg. Co., et al.

Cambridge Place Investment Management, Inc. v. Morgan Stanley & Co., Inc., et al.





Final Report of the National Commission on the Causes of the Financial and Economic Crisis in the United States



In re Lehman Brothers Mortgage-Backed Sec. Litig.

In re Countrywide Fin. Corp.





Commonwealth v. H&R Block, Inc.

FHFA v. RBS

Id

FHFA v. Merrill Lynch

United States Securities and Exchange Commission v. Option One Mortgage Corp., et al.



Phoenix Light SF Limited v. J.P. Morgan

Id.

Id.

Royal Park Invs. SA/NV v. The Royal Bank of Scotland Grp. PLC, et al.,





FHFA v. Merrill Lynch & Co., Inc., et al.

Id




Ambac Assurance Corp., et al. v. First Franklin Fin. Corp., et al.

BlackRock, et al. v. Citibank, et al.,

Id





News Release: FINRA Fines Barclays Capital $3 Million for Misrepresentations Related to Subprime Securitizations



Federal Home Loan Bank v. Ally Financial Inc., et al.

Id

HSH Nordbank AG v. Barclays Bank Plc

Id

Sealink Funding v. Barclays Bank Plc, et al.





Wyoming State Treasurer, et al. v. Merrill Lynch, et al.




Iron Workers Local No. 25 Pension Fund v. Credit-Based Asset Servicing and Securitization LLC

AIG, et al., v. Bank of America Corp., et al.


Id






In re: Morgan Stanley & Co. Inc.

FHFA v. Morgan Stanley, et al.

Id



Sealink Funding Ltd. v. Morgan Stanley, et al.

U.S. Bank Nat’l Ass’n. v. Morgan Stanley Mortgage Capital Holdings LLC

Deutsche Bank National Trust Co. v. Morgan Stanley Capital Holdings LLC





California Subprime Loan Agreement

State of Ohio, ex rel. v. Carrington Mortgage Servs., et al.,

Id

Ohio Department of Commerce



IKB International v. JPMorgan

Dexia v. Bear Stearns, et al

Bayerische Landesbank v. Bear Stearns & Co. Inc., et al.





FHFA v. Royal Bank of Scotland Group PLC, et al.

Id

Securities and Exchange Commission v. RBS Securities Inc.SEC, Litigation Release No. 22866



Federal Home Loan Bank v. Ally Financial Inc.

NCUA v. RBS Securities, Inc.

Bank Hapoalim v. Royal Bank of Scotland Group PLC, et al

Texas County and District Retirement System v. J.P. Morgan Securities, et al.





FHFA v. Bank of America Corporation

Id

Id.

FHFA v. The Royal Bank Scotland Group PLC, et al.

Id




Phoenix Light SF Ltd., et al. v. J.P. Morgan Sec LLC, et al.

The Prudential Ins. Co. of Am. v. Bank of America, N.A.

Royal Park Invs. SA/NV v. The Royal Bank of Scotland Grp. PLC, et al.





FHFA v. Bank of America

Id

Id



Am. Int’l Group, Inc. v. Bank of America Corp., et al

Western and Southern Life Ins. Co., et al. v. Bank of America, et al.

Prudential v. Bank of America





United States of America ex rel. Sherry A, Hunt v. Citigroup, Inc., et al.

FHFA v. Citigroup, Inc., et al.



Allstate Ins. Co. v. CitiMortgage, Inc., Citibank, N.A., et al.,

Id.

Royal Park Investments v. Merrill Lynch, et al.

U.S. Bank v. Citigroup Global Markets Realty Corp.





FHFA v. Gen. Elec. Co.

FHFA v. WMC Mortgage, LLC

Id



Dexia SA/NV v. Deutsche Bank AG

MASTR Asset Backed Sec. Trust 2006-HE3 v. WMC Mortgage Corp., et al.

J.P. Morgan Mortgage Acquisition Trust, Series 2006-WMC4, by the BNYM, solely in its capacity as Sec. Adm’r. v. WMC Mortg., LLC



U.S. Closed-End Second-Lien RMBS Performance Update

Id




FHFA v. Goldman Sachs & Co., et al.



AIG, et al. v. Bank of America Corp., et al.


Id





See



In re Lehman Brothers Mortgage-Backed Sec. Litig.,





In re Fremont Investment & Loan, Brea California

FHFA v. UBS Americas Inc.

Id



Cambridge Place Inv. Mgmt. Inc. v. Morgan Stanley & Co., Inc., et al.

Id

Prudential Ins. Co. v. Goldman Sachs, et al.

Id





See

Final Report of Michael J Missal, Bankruptcy Examiner, In re New Century TRS Holdings, Inc.

FHFA v. HSBC N. Am. Holdings Inc., et al.

Wall Street And The Financial Crisis: Anatomy of A Financial Collapse,



Bayerische Landesbank v. Deutsche Bank, et al.

Id

Prudential Ins. Co. v. Goldman Sachs, et al.

Id





The Financial Crisis Inquiry Report

FHFA v. Merrill Lynch

Id



Allstate Ins. Co. v. Merrill Lynch

Id

Am. Int’l Group, Inc. v. Bank of Am. Corp., et al.

Id

Id





Lender Agrees to Big Penalty

FHFA v. Goldman Sachs & Co., et al.

Id



Ameriquest Settles 29 Class-Action Lawsuits

Commerzbank AG v. UBS

Phoenix Light SF Limited v. Wells Fargo Bank





















See Fed. Trade Commission v. Countrywide Home Loans, Inc. et al.







Mauder, et al. v. Aurora Loan Services, LLC

Alfred Herrick, et al. v. JPMorgan Chase Bank N.A., et al Hall v. Bank of Am., N.A. Lopez v. HSBC Bank USA, N.A., et al. Fladell, et al. v. Wells Fargo Bank N.A., et al Casey, et al. v. Citibank, N.A., et al.

United States v. BAC Home Loans Servicing, LP F/K/A Countrywide Home Loans Servicing, LP And Any Successors In Interest



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