Preview
FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018
FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
NOMURA HOME EQUITY SERIES 2006-
LOAN, INC.,
Index No. 653783/2012
FM2, pursuant to a Pooling and Servicing Agreement, dated as
of October 1, 2006, by HSBC BANK USA, NATIONAL
IAS Part 60
ASSOCIATION, solely in its capacity as the Trustee,
Justice Marcy Friedman
Plaintiff,
-against-
NOMURA CREDIT & CAPITAL, INC.,
Defendant.
PLAINTIFF'S FIRST REQUEST TO DEFENDANT
FOR THE PRODUCTION OF DOCUMENTS
TO: Nomura Credit & Capital Inc.,
c/o Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
PLEASE TAKE NOTICE that,pursuant to N.Y. Civ. Prac. L. & R. 3120, plaintiff
Nomura Home Equity Loan, Inc., Series 2006-FM2, by HSBC Bank USA, National Association,
solely in its capacity as trustee for the Trust, by and through itsundersigned counsel, hereby
demands that defendant Nomura Credit & Capital, Inc. produce for inspection and copying
"Requests"
within twenty (20) days of service of these requests (the "Requests") at the offices of Kasowitz,
Benson, Torres & Friedman LLP, 1633 Broadway, New York, New York, 10019, the documents
and/or things described below.
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DEFINITIONS
For the purposes of the Requests, the following definitions apply:
Notices"
1. "Breach means the letters dated May 2, 2012; July 20, 2012, August 6,
2012, August 22, 2012, October 4, 2012, February 25, 2013, March 5, 2013, April 1, 2013, April
4, 2013 and April 15, 2013 that notified NCCI of breaches of Representations and Warranties in
connection with the Mortgage Loans and requested that NCCI cure the breaches or repurchase
breaching Mortgage Loans.
"Clayton"
2. means Clayton Holdings, LLC, and itsdirect or indirect corporate
parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective
officers, directors, members, employees, partners, representatives or agents.
"Communication"
3. means the transmittal of information, in any form and of any
type, whether oral, in writing, electronically (including e-mail) or otherwise.
"Complaint"
4. means the complaint in this action filed by Plaintiff in the Supreme
Court of the State of New York, County of New York, on or about April 16, 2013.
"Concerning" "regarding"
5. and mean comprising, consisting of, concerning,
referring to, reflecting, regarding, supporting, evidencing, relating to, prepared in connection
with, used in preparation for, or being in any way legally, logically, or factually concerned with
the matter or Document described, referred to or discussed.
"Depositor"
6. means Nomura Home Equity Loans, Inc., and itsdirect or indirect
corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their
respective officers, directors, members, employees, partners, representatives or agents.
"Document"
7. means any written, typed, printed, electronic, recorded or graphic
matter of any kind, however produced or reproduced, and allnon-identical copies thereof,
whether different because of notes made thereon or otherwise, including, but not limited to,
2
. . .
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Communications, facsimiles, memoranda, notations, reports, analyses, summaries, charts,
graphs, studies, tabulations, statements, notes, notebooks, workpapers, telephone toll records,
invoices, books, pamphlets, brochures, press releases, diaries, minutes of meetings or
conferences, transcripts of telephone conversations, transcripts of testimony, cost sheets,
accountants'
financial reports, workpapers, opinions or reports of consultants, checks (front and
back), check stubs, receipts, ledgers, purchase orders, pictures, photographs, contracts,
agreements, advertisements, motion picture films, tapes, tape recordings, videotapes, indices,
microfilm, voicemails, instant messages, electronic data or other memory units containing such
data from which information can be obtained or translated into usable form, drafts of any of the
"Document"
foregoing, and allsimilar items. The term is intended to be at least as broad in
meaning and scope as the usage of this term in the Civil Practices Law and Rules. A draft or
non-identical copy is a separate Document within the meaning of the term.
One"
8. "Equity means Equity One, Inc., and itsdirect or indirect corporate parents,
direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers,
directors, members, employees, partners, representatives or agents.
"Fremont"
9. means Fremont Investment 2 Loan, and itsdirect or indirect corporate
parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective
officers, directors, members, employees, partners, representatives or agents.
"Identify"
10. (with respect to Persons) means to give, to the extent known, the
Person's full name, present or last known address, and when referring to a natural person,
additionally, their departments and supervisors at the relevant entity, their last known contact
information, their present or last known place of employment and their place of employment at
the time they acquired the requested knowledge or information.
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NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018
"Identify"
11. (with respect to Documents) means to give, to the extent known, the (i)
type of Document; (ii)general subject matter; (iii)date of the Document; and (iv) author(s) and
recipient(s) of the Document.
"Litton"
12. means Litton Mortgage Servicing Center, Inc. or Litton Loan Servicing,
LP, and their direct or indirect corporate parents, direct or indirect subsidiaries, affiliates,
predecessors or successors; and their respective officers, directors, members, employees,
partners, representatives or agents.
"MLPA"
13. means the Mortgage Loan Purchase Agreement, dated October 31,
2006, a copy of which is attached as Exhibit B to the Complaint.
Loans"
14. "Mortgage means the residential mortgage loans subject to the MLPA
and/or the PSA.
"NCCI"
15. means defendant Nomura Credit & Capital, Inc., and its direct or indirect
corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their
respective officers, directors, members, employees, partners, representatives or agents.
"Ocwen"
16. means Ocwen Loan Servicing, LLC, and its direct or indirect corporate
parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective
officers, directors, members, employees, partners, representatives or agents.
"Originator"
17. means Fremont or any other Person that originated any of the
Mortgage Loans.
Agreements"
18. "Originator means any and allagreements between NCCI and any
Originator relating to the Mortgage Loans.
"Person"
19. means any natural person or any legal entity, including, without
limitation, any business or governmental entity or association.
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"Plaintiff"
20. means Nomura Home Equity Loan, Inc., Series 2006-FM2, by HSBC
Bank USA, National Association.
"PSA"
21. means the Pooling and Servicing Agreement, dated as of October 1, 2006,
a copy of which is attached as Exhibit A to the Complaint.
Agency"
22. "Rating means any company that assigns credit ratings, including, but
not limited to, Standard & Poors, Moody's and Fitch Ratings.
Warranties"
23. "Representations and means the representations and warranties made
by NCCI regarding the Mortgage Loans in Section 8 of the MLPA and Section 2.03 of the PSA.
"Servicer"
24. means Equity One, Litton, Ocwen or any successor servicer of the
Mortgage Loans.
"Trust"
25. means the Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
Series 2006-FM2.
"Trustee"
26. means HSBC Bank USA, National Association.
INSTRUCTIONS
A. The parties shall meet and confer in the manner set forth in Rule 11-b(a) of the
Rules of the Commercial Division of the Supreme Court to discuss the scope of review for
parties'
privileged documents and whether the privilege logs will employ the Categorical or
Protocol"
Document-by-Document Approach as described in Rule 11-b(b) (the "Privilege Protocol"). To
the extent that NCCI may object to any of the Requests herein, whether in whole or in part, on
the grounds that the documents sought are privileged, work product or subject to any other
parties'
immunity, NCCI shall prepare and produce a privilege log which comports to the
agreed-upon Privilege Protocol.
B. In the event that any document called for by the Requests has been lost or
destroyed, that document is to be identified as follows: title,date, author(s), recipient(s)
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(including addressees, cc's and bcc's), custodian(s), person(s) intending to send or sending the
document, number of pages, attachments or appendices, and the subject matter, as well as the
date, place, manner, reason and circumstances of the document's destruction or loss, person or
persons authorizing destruction, person or persons destroying the document and the paragraph of
the Requests to which the document relates.
C. In the event that any document called for the by the Requests is no longer in
NCCI's possession, custody or control, but copies of such documents have been maintained by
any NCCI's representative, agent or consultant (such as, but not limited to, any of NCCI's
accountants, auditors, attorneys, financial advisors or experts), such copies must be produced.
D. If itis otherwise not possible to produce any document called for by the Requests,
or if any part of the Requests is objected to, the reasons for the impossibility of production or
objection should be stated with specificity as to all grounds.
E. If any portion of any document is responsive to any Request, then the entire
document must be produced. If any document cannot be produced in full, produce the document
to the extent possible, specifying each reason for NCCI's inability to produce the remainder, and
stating whatever information, knowledge or belief NCCI has concerning the portion not
produced.
F. The documents produced in response to the Requests shall be produced as they
are kept in the ordinary course of business and shall be organized so that the Trustee can
ascertain the files in which they were located, their relative order in such files and how such files
were maintained.
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G. Any document that is attached by staple, clip or otherwise to a document
requested herein shall also be produced (attached in the same manner as the original) regardless
of whether the production of that document is otherwise requested herein.
H. The use of a verb in any tense shall be construed as the use of the verb in all other
tenses, as necessary, to bring within the scope of the Requests documents which might otherwise
be considered to be beyond their scope.
"and" "or"
I. The connectives and shall be construed either disjunctively or
conjunctively as necessary to bring within the scope of the Requests documents which might
otherwise be construed to be beyond its scope.
J. The use of the singular form of any word includes the plural and vice versa.
K. The use of capital letters, lower case letters or quotation marks in the Requests
shall not be construed to limit the scope of any specific Request contained herein.
L. The Requests are continuing, and if additional documents are acquired or
discovered by NCCI, NCCI should, within a reasonable period of time after the acquisition of
such documents, make a supplemental production. Plaintiff reserves the right to object to the
testimony of any witness or presentation of any evidence with regard to which documents have
been requested by the Requests, but were not fully and timely furnished.
M. Unless otherwise specified, the relevant time period for the Requests shall be
from January 1, 2005 up to and including the present.
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REQUESTS FOR PRODUCTION
REQUEST FOR PRODUCTION NO. 1:
Documents concerning the MLPA and/or PSA, including, but not limited to,
documentation specified or incorporated by reference therein, workpapers, notes, reports, draft
agreements, research, presentations, memoranda, transactional materials, valuations, meeting
agendas, schedules, summaries, analyses, loan tapes, mortgage loan schedules, closing schedules
and Communications with any Person regarding the MLPA and/or PSA.
REQUEST FOR PRODUCTION NO. 2:
Documents concerning the Mortgage Loans, including, but not limited to, workpapers,
valuations, risk assessments, internal and external due diligence (including, but not limited to,
due diligence, quality control, audits or similar reports or reviews of the Mortgage Loans by
NCCI or any Person), analyses, notes, records, loan files (including, but not limited to, each
borrower's application for a Mortgage Loan, regardless of whether such application is the final
application, and any documents relating to the origination of each Mortgage Loan), any other
related loan files with respect to the same mortgaged property, marketing materials, research,
reports, presentations, memoranda, transactional materials, meeting agendas, schedules,
summaries and Communications with any Person regarding the Mortgage Loans.
REQUEST FOR PRODUCTION NO. 3:
Documents concerning any Originator Agreements, including, but not limited to,
documentation specified or incorporated by reference therein, workpapers, notes, reports, draft
agreements, research, presentations, memoranda, transactional materials, closing binders,
valuations, meeting agendas, working group lists, schedules, summaries, analyses and
Communications with any Person regarding the Originator Agreements.
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REQUEST FOR PRODUCTION NO. 4:
Documents NCCI received from or provided to any third-party due diligence service
providers (including, but not limited to, Clayton) with respect to the Mortgage Loans, including,
but not limited to,workpapers, notes, analyses, records, valuations, risk assessments or reports,
research, summaries, presentations, memoranda.
REQUEST FOR PRODUCTION NO. 5:
Documents reflecting any pre-securitization analyses of the Mortgage Loans, including,
without limitation, documents reflecting any decisions made by NCCI to include or exclude
loans in the Trust, including, but not limited to, any decision to waive into the Trust any
Mortgage Loan flagged, failed, poorly-graded or in any way rejected by any third-party due
diligence service provider.
REQUEST FOR PRODUCTION NO. 6:
Documents produced by NCCI or the Originators to any federal, state or municipal
governmental authorities or any other regulatory agency in connection with (i)the Mortgage
Loans, (ii)the MLPA, (iii)the PSA, (iv) the Originator Agreements or (v) NCCI's or the
Originators'
underwriting, lending, closing, origination, purchase, sale, cure, repurchase,
substitution, payment or indemnification practices relating to residential mortgage loans.
REQUEST FOR PRODUCTION NO. 7:
Documents NCCI or the Originators used, reviewed, referred to, relied upon or created in
the process of underwriting, originating, closing or purchasing the Mortgage Loans, including,
seller'
but not limited to, any underwriting guidelines, technical manuals, loan program guides, seller's
guides, shadow guidelines, side or variance letters and automated underwriting system reports.
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REQUEST FOR PRODUCTION NO. 8:
Documents concerning NCCI's processes, policies, procedures and/or practices
concerning the calculation of the purchase price in connection with the purchase of any of the
Mortgage Loans.
REQUEST FOR PRODUCTION NO. 9:
Documents concerning any investigation, audit, due diligence, review or other inquiry by
Originators'
NCCI regarding the Originators, including, but not limited to, the underwriting,
lending, closing, origination, purchase, sale, cure, repurchase, substitution, payment or
indemnification processes, policies, procedures and/or practices with respect to the Mortgage
Loans, in particular, or residential mortgage loans, in general.
REQUEST FOR PRODUCTION NO. 10:
Originators'
Documents concerning the marketing and selling of the Mortgage Loans to
NCCI, including, but not limited to, risk assessments or reports, offering and transactional
materials, term sheets, research, bulletins, presentations, memoranda, meeting agendas, notes,
schedules, analyses, summaries or marketing materials.
REQUEST FOR PRODUCTION NO. 11:
Documents NCCI received from the Originators with respect to the Mortgage Loans,
including, but not limited to, workpapers, notes, analyses, records, valuations, risk assessments
or reports, research, summaries, presentations or memoranda.
REQUEST FOR PRODUCTION NO. 12:
Documents concerning NCCI processes, policies, standards and procedures applicable to
the manner, methods and means by which NCCI undertook, conducted, pursued or engaged in
selecting, approving and/or qualifying the Mortgage Loans for purchase from the Originators
10
. . . . .
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including, but not limited to, documents concerning any factors related to or considered in such
decisions.
REQUEST FOR PRODUCTION NO. 13:
Documents NCCI created, reviewed or relied upon regarding any valuation or pricing of,
or any guidelines, procedures, policies, processes or standards for the valuation or pricing of, the
Mortgage Loans purchased from any Originator including, but not limited to, pricing materials,
loan bidding guidelines, trade confirmations, purchase advice letters, workpapers, notes, reports,
research, presentations, memoranda, transactional materials, meeting agendas, schedules,
summaries or analyses.
REQUEST FOR PRODUCTION NO. 14:
Documents concerning NCCI's marketing and selling of the Mortgage Loans to the
Depositor, including, but not limited to, risk assessments or reports, offering and transactional
materials, term sheets, research, bulletins, presentations, memoranda, meeting agendas, notes,
schedules, analyses, summaries or marketing materials.
REQUEST FOR PRODUCTION NO. 15:
Documents concerning NCCI's processes, policies, standards and procedures applicable
to the manner, methods and means by which NCCI undertook, conducted, pursued or engaged in
selecting, approving and/or qualifying the Mortgage Loans to be sold to the Depositor, including,
but not limited to, documents concerning any factors related to or considered in such decisions.
REQUEST FOR PRODUCTION NO. 16:
Documents NCCI created, reviewed or relied upon in connection with the sale of the
Mortgage Loans to the Depositor, including, but not limited to, summaries, reports, due
diligence, memoranda, notes, workpapers, research, presentations, transactional materials,
meeting agendas, schedules or analyses.
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REQUEST FOR PRODUCTION NO. 17:
Documents concerning any valuation or pricing of, or any guidelines, procedures,
policies, processes or standards for the valuation or pricing of, the Mortgage Loans sold to the
Depositor, including, but not limited to, pricing materials, purchase advice letters, trade
confirmations, workpapers, notes, reports, research, presentations, memoranda, transactional
materials, meeting agendas, schedules, summaries or analyses.
REQUEST FOR PRODUCTION NO. 18:
Documents demonstrating the receipt, transfer or use of any payments made by or
received from NCCI, the Originators, the Depositor or any other Person in connection with the
MLPA, the PSA, the Originator Agreements or the Mortgage Loans, including, but not limited
to, schedules, reports, analyses, presentations, notes, workpapers, transactional materials,
meeting agendas, summaries, memoranda, pricing materials, trade confirmations, bank
statements, wire transfers or cash flow or flow of fund charts.
REQUEST FOR PRODUCTION NO. 19:
Any desk or pocket diaries, calendar entries (electronic or otherwise), notes, expense
reports, work files,correspondence files, desk files, shared drive, personal files or records of any
partner, officer, executive, manager, loan officer or employee of NCCI concerning the (i)MLPA,
(ii)Mortgage Loans, (iii)PSA, and/or (iv) Originator Agreements.
REQUEST FOR PRODUCTION NO. 20:
Documents concerning any disciplinary action, lawsuit, investigation, adverse
performance review, adverse designation or claim for professional malpractice against any
partner, executive, officer, manager, loan officer, appraiser, loan specialist or loan processor,
underwriter, loan funder, compliance specialist or any Person retained or hired by NCCI or the
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Originators who performed services in connection with the (i)MLPA, (ii) Mortgage Loans, (iii)
PSA, or (iv) Originator Agreements.
REQUEST FOR PRODUCTION NO. 21:
Documents concerning any analyses, investigations, evaluations, audits, reports or
research that NCCI or the Originators created, reviewed, commissioned, revised or distributed to
any Person concerning the (i) MLPA, (ii)Mortgage Loans, (iii)PSA, or (iv) Originator
Agreements, including, but not limited to, workpapers, notes, reports, research, presentations,
memoranda, meeting agendas, schedules, summaries or analyses.
REQUEST FOR PRODUCTION NO. 22:
Documents concerning any investigation, review or other inquiry by any federal, state or
municipal governmental authorities or any other regulatory agency concerning the (i)MLPA, (ii)
Originators'
Mortgage Loans, (iii)PSA, (iv) Originator Agreements, or (v) NCCI's or the
underwriting, lending, closing, origination, purchase, sale, cure, repurchase, substitution,
payment or indemnification practices relating to residential mortgage loans.
REQUEST FOR PRODUCTION NO. 23:
Documents concerning any statistical analysis, predictive model or forecast reviewed,
generated or commissioned by NCCI or the Originators regarding the (i) MLPA, (ii)Mortgage
Loans, (iii)PSA, or (iv) Originator Agreements, including, but not limited to, workpapers, notes,
reports, research, presentations, memoranda, meeting agendas, schedules, summaries or analyses.
REQUEST FOR PRODUCTION NO. 24:
Documents concerning any residential mortgage loans that did not meet NCCI's or the
Originators'
underwriting guidelines (without regard to underwriting exceptions), due diligence
reviews or quality control standards or procedures between January 1, 2006 and December 31,
2007, including, but not limited to, workpapers, notes, reports, notices, findings, research,
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presentations, meeting agendas, schedules, analyses, summaries, transactional materials or
memoranda.
REQUEST FOR PRODUCTION NO. 25:
Documents concerning any analyses, investigations, evaluations, reports or research
conducted or commissioned by NCCI regarding the Representations and Warranties or any
breach thereof, including, but not limited to,workpapers, notes, reports, research, presentations,
memoranda, meeting agendas, schedules, summaries or analyses.
REQUEST FOR PRODUCTION NO. 26:
Documents concerning any analyses, investigations, evaluations, reports or research
relating to any quality control guidelines, standards, procedures, processes or policies that NCCI
or the Originators instituted or contemplated with respect to the underwriting, closing,
origination, due diligence, sale, review or purchase of the Mortgage Loans.
REQUEST FOR PRODUCTION NO. 27:
Documents relating to the servicing of the Mortgage Loans, including, but not limited to,
servicing files and reports, payment histories, proofs of payment on the Mortgage Loans, loan
analyses, workpapers, servicing notes and records, telephone call logs, research, presentations,
memoranda, transactional materials, meeting agendas, schedules, summaries and documents
reflecting the outstanding principal balance of each Mortgage Loan.
REQUEST FOR PRODUCTION NO. 28:
Documents pertaining to any request to modify the repayment terms of any Mortgage
Loan or any request for authorization for the short sale of any subject property, including
documents received in connection with such request, together with documents reflecting the
analysis, investigation, approval or denial of any such request.
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REQUEST FOR PRODUCTION NO. 29:
Documents concerning any loss-mitigation efforts in connection with the Trust and the
Mortgage Loans.
REQUEST FOR PRODUCTION NO. 30:
Documents concerning any contracts or agreements between NCCI and any Servicer, or
any other Person regarding the servicing of the Mortgage Loans, including, but not limited to,
documentation specified or incorporated by reference therein, workpapers, notes, reports, draft
agreements, research, presentations, memoranda, transactional materials, valuations, meeting
agendas, schedules, summaries, analyses, mortgage loan schedules, closing schedules and
Communications with any Person regarding those contracts or agreements.
REQUEST FOR PRODUCTION NO. 31:
Documents NCCI sent to or received from, as well as any of NCCI's Communications
with, the Originators or any brokers, lenders, appraisers or underwriters in connection with the
Mortgage Loans.
REQUEST FOR PRODUCTION NO. 32:
Documents concerning NCCI's processes, policies, standards and procedures concerning
NCCI's honoring, rejecting, handling or addressing any claims made by any Person to NCCI to
cure, repurchase or substitute residential mortgage loans, or any claims for indemnification or
payments (including make-whole payments) from NCCI with respect to residential mortgage
loans, including, but not limited to,the Mortgage Loans.
REQUEST FOR PRODUCTION NO. 33:
Originators'
Documents concerning NCCI's or the processes, policies, procedures,
guidelines, practices or standards applicable to the manner, methods and means by which NCCI
or the Originators underwrite, close, originate, review, purchase and sell residential mortgage
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loans, including those created, reviewed or relied upon in connection with the underwriting,
closing, origination, purchase and sale of the Mortgage Loans.
REQUEST FOR PRODUCTION NO. 34:
Originators'
Documents concerning NCCI's or the compliance or non-compliance with
the respective policies, procedures, guidelines, practices or standards applicable to the manner,
methods and means by which NCCI or the Originators underwrite, close, originate, review,
purchase and sell residential mortgage loans, including those relied upon in connection with the
underwriting, closing, origination, purchase and sale of residential mortgage loans, including, but
not limited to, the Mortgage Loans.
REQUEST FOR PRODUCTION NO. 35:
Documents concerning any mediation, arbitration, l
Preview
FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK NOMURA HOME EQUITY SERIES 2006- LOAN, INC., Index No. 653783/2012 FM2, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2006, by HSBC BANK USA, NATIONAL IAS Part 60 ASSOCIATION, solely in its capacity as the Trustee, Justice Marcy Friedman Plaintiff, -against- NOMURA CREDIT & CAPITAL, INC., Defendant. PLAINTIFF'S FIRST REQUEST TO DEFENDANT FOR THE PRODUCTION OF DOCUMENTS TO: Nomura Credit & Capital Inc., c/o Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 PLEASE TAKE NOTICE that,pursuant to N.Y. Civ. Prac. L. & R. 3120, plaintiff Nomura Home Equity Loan, Inc., Series 2006-FM2, by HSBC Bank USA, National Association, solely in its capacity as trustee for the Trust, by and through itsundersigned counsel, hereby demands that defendant Nomura Credit & Capital, Inc. produce for inspection and copying "Requests" within twenty (20) days of service of these requests (the "Requests") at the offices of Kasowitz, Benson, Torres & Friedman LLP, 1633 Broadway, New York, New York, 10019, the documents and/or things described below. FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 DEFINITIONS For the purposes of the Requests, the following definitions apply: Notices" 1. "Breach means the letters dated May 2, 2012; July 20, 2012, August 6, 2012, August 22, 2012, October 4, 2012, February 25, 2013, March 5, 2013, April 1, 2013, April 4, 2013 and April 15, 2013 that notified NCCI of breaches of Representations and Warranties in connection with the Mortgage Loans and requested that NCCI cure the breaches or repurchase breaching Mortgage Loans. "Clayton" 2. means Clayton Holdings, LLC, and itsdirect or indirect corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers, directors, members, employees, partners, representatives or agents. "Communication" 3. means the transmittal of information, in any form and of any type, whether oral, in writing, electronically (including e-mail) or otherwise. "Complaint" 4. means the complaint in this action filed by Plaintiff in the Supreme Court of the State of New York, County of New York, on or about April 16, 2013. "Concerning" "regarding" 5. and mean comprising, consisting of, concerning, referring to, reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically, or factually concerned with the matter or Document described, referred to or discussed. "Depositor" 6. means Nomura Home Equity Loans, Inc., and itsdirect or indirect corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers, directors, members, employees, partners, representatives or agents. "Document" 7. means any written, typed, printed, electronic, recorded or graphic matter of any kind, however produced or reproduced, and allnon-identical copies thereof, whether different because of notes made thereon or otherwise, including, but not limited to, 2 . . . FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 Communications, facsimiles, memoranda, notations, reports, analyses, summaries, charts, graphs, studies, tabulations, statements, notes, notebooks, workpapers, telephone toll records, invoices, books, pamphlets, brochures, press releases, diaries, minutes of meetings or conferences, transcripts of telephone conversations, transcripts of testimony, cost sheets, accountants' financial reports, workpapers, opinions or reports of consultants, checks (front and back), check stubs, receipts, ledgers, purchase orders, pictures, photographs, contracts, agreements, advertisements, motion picture films, tapes, tape recordings, videotapes, indices, microfilm, voicemails, instant messages, electronic data or other memory units containing such data from which information can be obtained or translated into usable form, drafts of any of the "Document" foregoing, and allsimilar items. The term is intended to be at least as broad in meaning and scope as the usage of this term in the Civil Practices Law and Rules. A draft or non-identical copy is a separate Document within the meaning of the term. One" 8. "Equity means Equity One, Inc., and itsdirect or indirect corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers, directors, members, employees, partners, representatives or agents. "Fremont" 9. means Fremont Investment 2 Loan, and itsdirect or indirect corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers, directors, members, employees, partners, representatives or agents. "Identify" 10. (with respect to Persons) means to give, to the extent known, the Person's full name, present or last known address, and when referring to a natural person, additionally, their departments and supervisors at the relevant entity, their last known contact information, their present or last known place of employment and their place of employment at the time they acquired the requested knowledge or information. 3 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 "Identify" 11. (with respect to Documents) means to give, to the extent known, the (i) type of Document; (ii)general subject matter; (iii)date of the Document; and (iv) author(s) and recipient(s) of the Document. "Litton" 12. means Litton Mortgage Servicing Center, Inc. or Litton Loan Servicing, LP, and their direct or indirect corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers, directors, members, employees, partners, representatives or agents. "MLPA" 13. means the Mortgage Loan Purchase Agreement, dated October 31, 2006, a copy of which is attached as Exhibit B to the Complaint. Loans" 14. "Mortgage means the residential mortgage loans subject to the MLPA and/or the PSA. "NCCI" 15. means defendant Nomura Credit & Capital, Inc., and its direct or indirect corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers, directors, members, employees, partners, representatives or agents. "Ocwen" 16. means Ocwen Loan Servicing, LLC, and its direct or indirect corporate parents, direct or indirect subsidiaries, affiliates, predecessors or successors; and their respective officers, directors, members, employees, partners, representatives or agents. "Originator" 17. means Fremont or any other Person that originated any of the Mortgage Loans. Agreements" 18. "Originator means any and allagreements between NCCI and any Originator relating to the Mortgage Loans. "Person" 19. means any natural person or any legal entity, including, without limitation, any business or governmental entity or association. 4 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 "Plaintiff" 20. means Nomura Home Equity Loan, Inc., Series 2006-FM2, by HSBC Bank USA, National Association. "PSA" 21. means the Pooling and Servicing Agreement, dated as of October 1, 2006, a copy of which is attached as Exhibit A to the Complaint. Agency" 22. "Rating means any company that assigns credit ratings, including, but not limited to, Standard & Poors, Moody's and Fitch Ratings. Warranties" 23. "Representations and means the representations and warranties made by NCCI regarding the Mortgage Loans in Section 8 of the MLPA and Section 2.03 of the PSA. "Servicer" 24. means Equity One, Litton, Ocwen or any successor servicer of the Mortgage Loans. "Trust" 25. means the Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-FM2. "Trustee" 26. means HSBC Bank USA, National Association. INSTRUCTIONS A. The parties shall meet and confer in the manner set forth in Rule 11-b(a) of the Rules of the Commercial Division of the Supreme Court to discuss the scope of review for parties' privileged documents and whether the privilege logs will employ the Categorical or Protocol" Document-by-Document Approach as described in Rule 11-b(b) (the "Privilege Protocol"). To the extent that NCCI may object to any of the Requests herein, whether in whole or in part, on the grounds that the documents sought are privileged, work product or subject to any other parties' immunity, NCCI shall prepare and produce a privilege log which comports to the agreed-upon Privilege Protocol. B. In the event that any document called for by the Requests has been lost or destroyed, that document is to be identified as follows: title,date, author(s), recipient(s) 5 e INDEX NO. 650337/2013 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 (including addressees, cc's and bcc's), custodian(s), person(s) intending to send or sending the document, number of pages, attachments or appendices, and the subject matter, as well as the date, place, manner, reason and circumstances of the document's destruction or loss, person or persons authorizing destruction, person or persons destroying the document and the paragraph of the Requests to which the document relates. C. In the event that any document called for the by the Requests is no longer in NCCI's possession, custody or control, but copies of such documents have been maintained by any NCCI's representative, agent or consultant (such as, but not limited to, any of NCCI's accountants, auditors, attorneys, financial advisors or experts), such copies must be produced. D. If itis otherwise not possible to produce any document called for by the Requests, or if any part of the Requests is objected to, the reasons for the impossibility of production or objection should be stated with specificity as to all grounds. E. If any portion of any document is responsive to any Request, then the entire document must be produced. If any document cannot be produced in full, produce the document to the extent possible, specifying each reason for NCCI's inability to produce the remainder, and stating whatever information, knowledge or belief NCCI has concerning the portion not produced. F. The documents produced in response to the Requests shall be produced as they are kept in the ordinary course of business and shall be organized so that the Trustee can ascertain the files in which they were located, their relative order in such files and how such files were maintained. 6 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 G. Any document that is attached by staple, clip or otherwise to a document requested herein shall also be produced (attached in the same manner as the original) regardless of whether the production of that document is otherwise requested herein. H. The use of a verb in any tense shall be construed as the use of the verb in all other tenses, as necessary, to bring within the scope of the Requests documents which might otherwise be considered to be beyond their scope. "and" "or" I. The connectives and shall be construed either disjunctively or conjunctively as necessary to bring within the scope of the Requests documents which might otherwise be construed to be beyond its scope. J. The use of the singular form of any word includes the plural and vice versa. K. The use of capital letters, lower case letters or quotation marks in the Requests shall not be construed to limit the scope of any specific Request contained herein. L. The Requests are continuing, and if additional documents are acquired or discovered by NCCI, NCCI should, within a reasonable period of time after the acquisition of such documents, make a supplemental production. Plaintiff reserves the right to object to the testimony of any witness or presentation of any evidence with regard to which documents have been requested by the Requests, but were not fully and timely furnished. M. Unless otherwise specified, the relevant time period for the Requests shall be from January 1, 2005 up to and including the present. 7 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 REQUESTS FOR PRODUCTION REQUEST FOR PRODUCTION NO. 1: Documents concerning the MLPA and/or PSA, including, but not limited to, documentation specified or incorporated by reference therein, workpapers, notes, reports, draft agreements, research, presentations, memoranda, transactional materials, valuations, meeting agendas, schedules, summaries, analyses, loan tapes, mortgage loan schedules, closing schedules and Communications with any Person regarding the MLPA and/or PSA. REQUEST FOR PRODUCTION NO. 2: Documents concerning the Mortgage Loans, including, but not limited to, workpapers, valuations, risk assessments, internal and external due diligence (including, but not limited to, due diligence, quality control, audits or similar reports or reviews of the Mortgage Loans by NCCI or any Person), analyses, notes, records, loan files (including, but not limited to, each borrower's application for a Mortgage Loan, regardless of whether such application is the final application, and any documents relating to the origination of each Mortgage Loan), any other related loan files with respect to the same mortgaged property, marketing materials, research, reports, presentations, memoranda, transactional materials, meeting agendas, schedules, summaries and Communications with any Person regarding the Mortgage Loans. REQUEST FOR PRODUCTION NO. 3: Documents concerning any Originator Agreements, including, but not limited to, documentation specified or incorporated by reference therein, workpapers, notes, reports, draft agreements, research, presentations, memoranda, transactional materials, closing binders, valuations, meeting agendas, working group lists, schedules, summaries, analyses and Communications with any Person regarding the Originator Agreements. 8 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 REQUEST FOR PRODUCTION NO. 4: Documents NCCI received from or provided to any third-party due diligence service providers (including, but not limited to, Clayton) with respect to the Mortgage Loans, including, but not limited to,workpapers, notes, analyses, records, valuations, risk assessments or reports, research, summaries, presentations, memoranda. REQUEST FOR PRODUCTION NO. 5: Documents reflecting any pre-securitization analyses of the Mortgage Loans, including, without limitation, documents reflecting any decisions made by NCCI to include or exclude loans in the Trust, including, but not limited to, any decision to waive into the Trust any Mortgage Loan flagged, failed, poorly-graded or in any way rejected by any third-party due diligence service provider. REQUEST FOR PRODUCTION NO. 6: Documents produced by NCCI or the Originators to any federal, state or municipal governmental authorities or any other regulatory agency in connection with (i)the Mortgage Loans, (ii)the MLPA, (iii)the PSA, (iv) the Originator Agreements or (v) NCCI's or the Originators' underwriting, lending, closing, origination, purchase, sale, cure, repurchase, substitution, payment or indemnification practices relating to residential mortgage loans. REQUEST FOR PRODUCTION NO. 7: Documents NCCI or the Originators used, reviewed, referred to, relied upon or created in the process of underwriting, originating, closing or purchasing the Mortgage Loans, including, seller' but not limited to, any underwriting guidelines, technical manuals, loan program guides, seller's guides, shadow guidelines, side or variance letters and automated underwriting system reports. 9 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 REQUEST FOR PRODUCTION NO. 8: Documents concerning NCCI's processes, policies, procedures and/or practices concerning the calculation of the purchase price in connection with the purchase of any of the Mortgage Loans. REQUEST FOR PRODUCTION NO. 9: Documents concerning any investigation, audit, due diligence, review or other inquiry by Originators' NCCI regarding the Originators, including, but not limited to, the underwriting, lending, closing, origination, purchase, sale, cure, repurchase, substitution, payment or indemnification processes, policies, procedures and/or practices with respect to the Mortgage Loans, in particular, or residential mortgage loans, in general. REQUEST FOR PRODUCTION NO. 10: Originators' Documents concerning the marketing and selling of the Mortgage Loans to NCCI, including, but not limited to, risk assessments or reports, offering and transactional materials, term sheets, research, bulletins, presentations, memoranda, meeting agendas, notes, schedules, analyses, summaries or marketing materials. REQUEST FOR PRODUCTION NO. 11: Documents NCCI received from the Originators with respect to the Mortgage Loans, including, but not limited to, workpapers, notes, analyses, records, valuations, risk assessments or reports, research, summaries, presentations or memoranda. REQUEST FOR PRODUCTION NO. 12: Documents concerning NCCI processes, policies, standards and procedures applicable to the manner, methods and means by which NCCI undertook, conducted, pursued or engaged in selecting, approving and/or qualifying the Mortgage Loans for purchase from the Originators 10 . . . . . FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 including, but not limited to, documents concerning any factors related to or considered in such decisions. REQUEST FOR PRODUCTION NO. 13: Documents NCCI created, reviewed or relied upon regarding any valuation or pricing of, or any guidelines, procedures, policies, processes or standards for the valuation or pricing of, the Mortgage Loans purchased from any Originator including, but not limited to, pricing materials, loan bidding guidelines, trade confirmations, purchase advice letters, workpapers, notes, reports, research, presentations, memoranda, transactional materials, meeting agendas, schedules, summaries or analyses. REQUEST FOR PRODUCTION NO. 14: Documents concerning NCCI's marketing and selling of the Mortgage Loans to the Depositor, including, but not limited to, risk assessments or reports, offering and transactional materials, term sheets, research, bulletins, presentations, memoranda, meeting agendas, notes, schedules, analyses, summaries or marketing materials. REQUEST FOR PRODUCTION NO. 15: Documents concerning NCCI's processes, policies, standards and procedures applicable to the manner, methods and means by which NCCI undertook, conducted, pursued or engaged in selecting, approving and/or qualifying the Mortgage Loans to be sold to the Depositor, including, but not limited to, documents concerning any factors related to or considered in such decisions. REQUEST FOR PRODUCTION NO. 16: Documents NCCI created, reviewed or relied upon in connection with the sale of the Mortgage Loans to the Depositor, including, but not limited to, summaries, reports, due diligence, memoranda, notes, workpapers, research, presentations, transactional materials, meeting agendas, schedules or analyses. 11 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 REQUEST FOR PRODUCTION NO. 17: Documents concerning any valuation or pricing of, or any guidelines, procedures, policies, processes or standards for the valuation or pricing of, the Mortgage Loans sold to the Depositor, including, but not limited to, pricing materials, purchase advice letters, trade confirmations, workpapers, notes, reports, research, presentations, memoranda, transactional materials, meeting agendas, schedules, summaries or analyses. REQUEST FOR PRODUCTION NO. 18: Documents demonstrating the receipt, transfer or use of any payments made by or received from NCCI, the Originators, the Depositor or any other Person in connection with the MLPA, the PSA, the Originator Agreements or the Mortgage Loans, including, but not limited to, schedules, reports, analyses, presentations, notes, workpapers, transactional materials, meeting agendas, summaries, memoranda, pricing materials, trade confirmations, bank statements, wire transfers or cash flow or flow of fund charts. REQUEST FOR PRODUCTION NO. 19: Any desk or pocket diaries, calendar entries (electronic or otherwise), notes, expense reports, work files,correspondence files, desk files, shared drive, personal files or records of any partner, officer, executive, manager, loan officer or employee of NCCI concerning the (i)MLPA, (ii)Mortgage Loans, (iii)PSA, and/or (iv) Originator Agreements. REQUEST FOR PRODUCTION NO. 20: Documents concerning any disciplinary action, lawsuit, investigation, adverse performance review, adverse designation or claim for professional malpractice against any partner, executive, officer, manager, loan officer, appraiser, loan specialist or loan processor, underwriter, loan funder, compliance specialist or any Person retained or hired by NCCI or the 12 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 Originators who performed services in connection with the (i)MLPA, (ii) Mortgage Loans, (iii) PSA, or (iv) Originator Agreements. REQUEST FOR PRODUCTION NO. 21: Documents concerning any analyses, investigations, evaluations, audits, reports or research that NCCI or the Originators created, reviewed, commissioned, revised or distributed to any Person concerning the (i) MLPA, (ii)Mortgage Loans, (iii)PSA, or (iv) Originator Agreements, including, but not limited to, workpapers, notes, reports, research, presentations, memoranda, meeting agendas, schedules, summaries or analyses. REQUEST FOR PRODUCTION NO. 22: Documents concerning any investigation, review or other inquiry by any federal, state or municipal governmental authorities or any other regulatory agency concerning the (i)MLPA, (ii) Originators' Mortgage Loans, (iii)PSA, (iv) Originator Agreements, or (v) NCCI's or the underwriting, lending, closing, origination, purchase, sale, cure, repurchase, substitution, payment or indemnification practices relating to residential mortgage loans. REQUEST FOR PRODUCTION NO. 23: Documents concerning any statistical analysis, predictive model or forecast reviewed, generated or commissioned by NCCI or the Originators regarding the (i) MLPA, (ii)Mortgage Loans, (iii)PSA, or (iv) Originator Agreements, including, but not limited to, workpapers, notes, reports, research, presentations, memoranda, meeting agendas, schedules, summaries or analyses. REQUEST FOR PRODUCTION NO. 24: Documents concerning any residential mortgage loans that did not meet NCCI's or the Originators' underwriting guidelines (without regard to underwriting exceptions), due diligence reviews or quality control standards or procedures between January 1, 2006 and December 31, 2007, including, but not limited to, workpapers, notes, reports, notices, findings, research, 13 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 presentations, meeting agendas, schedules, analyses, summaries, transactional materials or memoranda. REQUEST FOR PRODUCTION NO. 25: Documents concerning any analyses, investigations, evaluations, reports or research conducted or commissioned by NCCI regarding the Representations and Warranties or any breach thereof, including, but not limited to,workpapers, notes, reports, research, presentations, memoranda, meeting agendas, schedules, summaries or analyses. REQUEST FOR PRODUCTION NO. 26: Documents concerning any analyses, investigations, evaluations, reports or research relating to any quality control guidelines, standards, procedures, processes or policies that NCCI or the Originators instituted or contemplated with respect to the underwriting, closing, origination, due diligence, sale, review or purchase of the Mortgage Loans. REQUEST FOR PRODUCTION NO. 27: Documents relating to the servicing of the Mortgage Loans, including, but not limited to, servicing files and reports, payment histories, proofs of payment on the Mortgage Loans, loan analyses, workpapers, servicing notes and records, telephone call logs, research, presentations, memoranda, transactional materials, meeting agendas, schedules, summaries and documents reflecting the outstanding principal balance of each Mortgage Loan. REQUEST FOR PRODUCTION NO. 28: Documents pertaining to any request to modify the repayment terms of any Mortgage Loan or any request for authorization for the short sale of any subject property, including documents received in connection with such request, together with documents reflecting the analysis, investigation, approval or denial of any such request. 14 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 REQUEST FOR PRODUCTION NO. 29: Documents concerning any loss-mitigation efforts in connection with the Trust and the Mortgage Loans. REQUEST FOR PRODUCTION NO. 30: Documents concerning any contracts or agreements between NCCI and any Servicer, or any other Person regarding the servicing of the Mortgage Loans, including, but not limited to, documentation specified or incorporated by reference therein, workpapers, notes, reports, draft agreements, research, presentations, memoranda, transactional materials, valuations, meeting agendas, schedules, summaries, analyses, mortgage loan schedules, closing schedules and Communications with any Person regarding those contracts or agreements. REQUEST FOR PRODUCTION NO. 31: Documents NCCI sent to or received from, as well as any of NCCI's Communications with, the Originators or any brokers, lenders, appraisers or underwriters in connection with the Mortgage Loans. REQUEST FOR PRODUCTION NO. 32: Documents concerning NCCI's processes, policies, standards and procedures concerning NCCI's honoring, rejecting, handling or addressing any claims made by any Person to NCCI to cure, repurchase or substitute residential mortgage loans, or any claims for indemnification or payments (including make-whole payments) from NCCI with respect to residential mortgage loans, including, but not limited to,the Mortgage Loans. REQUEST FOR PRODUCTION NO. 33: Originators' Documents concerning NCCI's or the processes, policies, procedures, guidelines, practices or standards applicable to the manner, methods and means by which NCCI or the Originators underwrite, close, originate, review, purchase and sell residential mortgage 15 FILED: NEW YORK COUNTY CLERK 07/23/2018 10:00 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 396 RECEIVED NYSCEF: 07/23/2018 loans, including those created, reviewed or relied upon in connection with the underwriting, closing, origination, purchase and sale of the Mortgage Loans. REQUEST FOR PRODUCTION NO. 34: Originators' Documents concerning NCCI's or the compliance or non-compliance with the respective policies, procedures, guidelines, practices or standards applicable to the manner, methods and means by which NCCI or the Originators underwrite, close, originate, review, purchase and sell residential mortgage loans, including those relied upon in connection with the underwriting, closing, origination, purchase and sale of residential mortgage loans, including, but not limited to, the Mortgage Loans. REQUEST FOR PRODUCTION NO. 35: Documents concerning any mediation, arbitration, l