SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ROYAL PARK INVESTMENTS SA/NV, Plaintiff, vs. Index No /2012 (Ramos, J.

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1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ROYAL PARK INVESTMENTS, MERRILL LYNCH, PIERCE, FENNER &SMITH INCORPORATED, MERRILL LYNCH & CO, INC., MERRILL LYNCH MORTGAGE LENDING, INC., MERRILL LYNCH MORTGAGE INVESTORS, INC., BANK OF AMERICA CORPORATION, BANC OF AMERICA SECURITIES LLC and BANC OF AMERICA FUNDING CORPORATION, Index No /2012 STIPULATION AND [PROPOSED] ORDER ROYAL PARK INVESTMENTS, DEUTSCHE BANK AG, DEUTSCHE BANK SECURITIES, INC., DB STRUCTURED PRODUCTS, INC., DEUTSCHE ALT-A SECURITIES, INC. and ACE SECURITIES CORP., Index No /2013 ROYAL PARK INVESTMENTS, CREDIT SUISSE AG, CREDIT SUISSE SECURITIES (USA) LLC, DLJ MORTGAGE CAPITAL, INC., and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. Index No / of 7

2 ROYAL PARK INVESTMENTS, MORGAN STANLEY, MORGAN STANLEY & CO. LLC, MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, MORGAN STANLEY ABS CAPITAL I, INC., and MORGAN STANLEY CAPITAL I INC., Index No /2013 ROYAL PARK INVESTMENTS, UBS AG, UBS SECURITIES LLC, MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. and UBS REAL ESTATE SECURITIES, INC., Index No /2013 WHEREAS, Plaintiff has filed amended complaints in the above-captioned actions with Index Nos /2013, /2013, /2013 and /2013 and a second amended complaint in the above-captioned action with Index No /2012 (collectively, the "Actions" and the "Amended Complaints"); WHEREAS, pursuant to the Stipulation and [Proposed] Order filed in the Actions on Apri122, 2016, defendants in the Actions (the "Defendants") intend to file on April 29, 2016 motions to dismiss the Amended Complaints (the "Motions") on the grounds that Plaintiff did not purchase from Defendants any of the residential mortgage-backed securities ("RMBS") at of 7

3 issue in the Actions and lacked standing to sue as assignee of claims of the original purchasers of the RMBS; WHEREAS, in October 2015, Plaintiff produced to Defendants documents on which it plans to rely in support of its claim that its causes of action in these Actions were validly assigned to it ("Plaintiff Standing Documents"); WHEREAS, in Paragraph 2 of the Stipulation so-ordered by the Court on December 21, 2015 (the "December 2015 Stipulation"), Defendants agreed to limit the disclosure of Plaintiff Standing Documents to their respective counsel (including counsel's staff, and to their clients (limited to current officers, directors and employees) and any experts that they may retain to the extent that such disclosure is reasonably necessary to address any issues concerning the interpretation and effect of these documents; and W~IEREAS, Defendants intend to rely in the Motions on certain Plaintiff Standing Documents and certain information derived therefrom. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the undersigned, the attorneys of record for all the parties to the Actions, as follows: To the extent that Defendants in the Actions rely on the Plaintiff Standing Documents in support of their Motion, they shall not publicly file the Plaintiff Standing Documents. Instead, Defendants shall redact and/or withhold any Plaintiff Standing Document or any content from the Plaintiff Standing Documents that is reproduced, paraphrased, appended to or otherwise disclosed in any memorandum or other document that is publicly filed in support of the Motion. In addition, Defendants shall submit unredacted copies of the Motion and all supporting papers and exhibits (including any Plaintiff Standing Documents) to the Part Clerk in sealed envelopes or other appropriate sealed containers on which shall be endorsed the caption of this litigation, the words "CONFIDENTIAL MATERIAL SUBJECT TO STIPULATION AND of 7

4 ORDER FOR THE PRODUCTION AND EXCHANGE OF CONFIDENTIAL INFORMATION" as an indication of the nature of the contents, and a statement in substantially the following form: "This envelope, contains documents which are submitted but not to be filed." Such documents shall be returned by the Part Clerk upon disposition of the Motion. 2. The Parties anticipate that a confidentiality agreement and proposed protective order governing the exchange and use of confidential information produced in connection with an Action may be presented to, and entered by, the Court in each of these Actions (each such order, a "Protective Order"). Nothing herein shall affect the terms of the Protective Order. Upon entry of a Protective Order in an Action, the use of all Plaintiff Standing Documents in connection with that Action shall be governed by the provisions of the Protective Order entered in that Action. 3. The entry into this Stipulation shall not waive, and the parties expressly preserve, all rights, claims and defenses, including, without limitation, all defenses relating to jurisdiction and venue, other than the defense as to sufficiency of service.. 4. This Stipulation may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile and electronic copies of signatures shall be considered original signatures for purposes of this Stipulation. Dated: April 28, 2016 New York, New York -4-4 of 7

5 Royal Park Investments v. Merrill Lynch, Pierce, Fenner &Smith Inc., et al., No /2012 By: /s/ By: /s/ Jay B. Kasner Samuel H. Rudman Jay B. Kasner David A. Rosenfeld Christopher P. Malloy Scott D. Musoff Shaud G. Tavakoli SKADDEN, ARPS, SLATE, MEAGHER & FLOM Four Times Square New York, NY (212) Attorneys for Defendants Merrill Lynch, Pierce, Fenner &Smith Incorporated, Merrill Lynch & Co, Inc., Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc., Bank of America Corporation, Banc ofamerica Securities LLC and Banc ofamerica Funding Corporation Royal Park Investments v. Deutsche Bank AG, et al., No /2013 Bv: /s/ Bv: /s/ Pamela Ro g ers Chepi~_ Samuel H. Rudman Pamela Rogers Chepiga David A. Rosenfeld Justin L. Ormand ALLEN & OVERY, 1221 Avenue of the Americas New York, New York Telephone: (212) Caroline M. Roberts Attorneys for Defendants Deutsche Bank AG, Deutsche Bank Securities Inc., DB Structured Products, Inc., Deutsche Alt-A Securities, Inc, and ACE Securities Corp of 7

6 Royal Park Investments v. Credit Suisse AG, et al., No /2013 ~: /s/ Samuel H. Rudman David A. Rosenfeld Bv: /s/ Richard W. Clary Richard W. Clary Richard J. Stark Michael T. Reynolds Lauren A. Moskowitz Members of the Firm CRAVATH, SWAINE & MOORE 825 Eighth Avenue New York, New York (212) Attorneys for Defendants Credit Suisse AG, Credit Suisse Securities (USA) Inc, DLJ Mortgage Capital, Inc. and Credit Suisse First Boston Mortgage Securities Corp., Royal Park Investments v. Morgan Stanl, et a~, No ,5~/~201 Bv: /s/ B Samuel H. Rudman James P. Rou de David A. Rosenfeld Daniel J. Schwartz Larissa M. Pilotti DAMS POLK & WARDWELL r 450 Lexington Avenue New York, New York (212) Attorneys for Defendants Morgan Stanley, Morgan Stanley & Co. LLC, Morgan Stanley Mortgage Capital Holdings LLC, Morgan Stanley ABS Capital I, Inc., Morgan Stanley Capital Inc. 6 of 7

7 Royal Park Investments v. UBSAG, et al., No /2013 Bv: /s/ Samuel H. Rudman David A. Rosenfeld Caroline M. Roberts Bv: /s/ Aric H. Wu Mark A. Kirsch Lawrence J. Zweifach Aric H. Wu Gabriel Herrmann GIBBON, DUNN & CRUTCHER 200 Park Avenue New York, NY Telephone: (212) Facsimile: (212) A ttorneys for Defendants UBS AG, UBS Securities LLC, Mortgage Asset Securitization Transactions, Inc. and UBS Real Estate Securities, Inc. A ttorneys for Plaintiff Royal Park Investments ḟy~z~l:~~7~1.7~11~ Hon. Charles E. Ramos, J.S.C of 7