southern district of new york in re indymac mortgage...

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

In re INDYMAC MORTGAGE-BACKED SECURITIES LITIGATION

Master Docket No. 09-Civ. 04583 (LAK) ECF CASE

This Document Relates To: ALL ACTIONS

NOTICE OF FILING OF

AMENDED STIPULATION AND AGREEMENT OF SETTLEMENT

PLEASE TAKE NOTICE that Lead Plaintiffs Wyoming Retirement System and

Wyoming State Treasurer (“Lead Plaintiffs”), hereby file the attached Amended Stipulation And

Agreement Of Settlement (the “Amended Stipulation”). See Ex. 1, hereto.

Lead Plaintiffs previously moved this Court for certification of a settlement class,

approval of form of notice and scheduling of final settlement hearing in connection with a

proposed settlement with the Underwriter Defendants. See Dkt Nos. 532-537. The Court then

scheduled a telephonic conference call for September 18, 2014 to discuss the proposed

settlement. In response to the Court’s comments at the September 18 conference, Lead Plaintiffs

now file the attached executed Amended Stipulation with accompanying revised exhibits. The

Amended Stipulation and revised exhibits replace the documents previously filed as Exhibit A to

the Declaration of Patrick T. Egan. See Dkt. 536-1

The Parties have agreed upon a proposed Notice Order, which is submitted as Exhibit A

to the Amended Stipulation.

Case 1:09-cv-04583-LAK Document 539 Filed 09/22/14 of 2

Dated: September 22, 2014 Respectfully submitted,

BERMAN DEVALERIO By: /s/ Nicole Lavallee Nicole Lavallee Joseph J. Tabacco, Jr. (JJT-1994) Nicole Lavallee (admitted pro hac vice) One California Street Suite 900 San Francisco, California 94111 Telephone: (415) 433-3200 Facsimile: (415) 433-6382 Patrick T. Egan (PE-6812) One Liberty Square Boston, Massachusetts 02109 Telephone: (617) 542-8300 Facsimile: (617) 542-1194 Lead Counsel for Lead Plaintiffs and the Proposed Settlement Class

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Case 1:09-cv-04583-LAK Document 539 Filed 09/22/14 of 2

Exhibit 1

Case 1:09-cv-04583-LAK Document 539-1 Filed 09/22/14 Page 1 of 127

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK


Master Docket No. 09 Civ. 04583 (LAK) ECF CASE

This Document Relates To:

ALL ACTIONS

AMENDED STIPULATION AND AGREEMENT OF SETTLEMENT


Subject to the approval of the Court, this Stipulation and Agreement of Settlement (the

“Stipulation” or the “Settlement”) is entered into by and among (i) Lead Plaintiffs Wyoming

Retirement System and Wyoming State Treasurer (“Lead Plaintiffs”), on behalf of themselves,

and each proposed Settlement Class Member (as hereinafter defined), by and through their

counsel; and (ii) Defendants Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., and UBS

Securities LLC (the “Settling Defendants”), by and through their counsel.

The Settlement is intended by the Settling Parties (as hereinafter defined) to fully and

finally compromise, resolve, discharge and settle the Released Claims (as hereinafter defined)

against the Released Parties (as hereinafter defined), subject to the terms and conditions set forth

below and final approval of the Court.

WHEREAS:

A. On May 14, 2009, Police and Fire Retirement System of the City of Detroit v.

IndyMac MBS, Inc., et al., No. 09 Civ. 04583 (S.D.N.Y.) (the “Detroit Action”), was filed.

B. On June 29, 2009, Wyoming State Treasurer, et al. v. Olinski, et al., No. 09 Civ.

05933 (S.D.N.Y.) (the “Wyoming Action”), was filed.

C. By an order entered on July 29, 2009, the Court (i) consolidated the Detroit Action

and the Wyoming Action under the caption In re IndyMac Mortgage-Backed Securities Litigation,

Master Docket No. 09 Civ. 04583 (LAK) (S.D.N.Y.) (the “Action”); (ii) appointed Wyoming State

Treasurer and Wyoming Retirement System as Lead Plaintiffs; and (iii) appointed Berman

DeValerio as Lead Counsel for the Action. See Dkt. 58.

D. On October 9, 2009, Lead Plaintiffs filed a Consolidated Class Action Complaint.

See Dkt. 127.

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E. On October 29, 2009, Lead Plaintiffs filed an Amended Consolidated Class Action

Complaint asserting claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the

“Securities Act”) for alleged misrepresentations and omissions in the offering documents for

IndyMac-sponsored mortgage pass-through certificates. See Dkt. 131. The named plaintiffs in the

Amended Consolidated Complaint were Lead Plaintiffs. The named defendants in the Amended

Consolidated Complaint included Michael W. Perry, the former CEO of IndyMac Bank, F.S.B.;

IndyMac MBS, Inc. and seven of its former officers and directors (Lynette Antosh, Raphael Bostic,

S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick, and Victor H. Woodworth); Fitch,

Inc., The McGraw-Hill Companies, Inc. and Moody’s Investors Service Inc. (the “Rating Agency

Defendants”); IndyMac Securities Corp.; and Bank of America Corporation, Citigroup Global

Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman,

Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc. (n/k/a J.P. Morgan

Securities LLC), Morgan Stanley & Co., Incorporated (n/k/a Morgan Stanley & Co. LLC), RBS

Securities Inc., and UBS Securities LLC.

F. On November 23, 2009, all defendants moved to dismiss the Amended

Consolidated Complaint.

G. On February 5, 2010, the Court granted the Rating Agency Defendants’ motion to

dismiss and entered an Order dismissing all claims against the Rating Agency Defendants. See

Dkt. 195.

H. On June 21, 2010, the Court issued a Memorandum Opinion granting in part and

denying in part the other defendants’ motions to dismiss. See Dkt. 214. The Court dismissed, for

lack of standing, all claims related to offerings from which Lead Plaintiffs did not purchase

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securities. The Court also dismissed all claims relating to three out of the four categories of

alleged misrepresentations and omissions.

I. On July 7, 2010, the Court issued an Order granting in part reconsideration of its

June 21, 2010 Memorandum Opinion and stating that “the motions of defendants Perry, BoA,

HSBC Securities (USA) Inc., Goldman, Sachs & Co., Citigroup Global Markets Inc., and

IndyMac Securities Corp. to dismiss the complaint against them . . . are granted in all respects.”

See Dkt. 224.

J. On September 8, 2010, the Court entered a stipulated Order to clarify the June 21,

2010 Memorandum Opinion and July 7, 2010 Order to “provide that Plaintiffs’ claims under § 11

of the [Securities] Act are dismissed with prejudice . . . based on the statute of repose set forth in

§ 13 of the [Securities] Act” with respect to securities issued by IndyMac INDX Mortgage Loan

Trust Series 2006-AR2, IndyMac INDX Mortgage Loan Trust Series 2006-AR3, IndyMac INDX

Mortgage Loan Trust Series 2006-AR4, IndyMac INDX Mortgage Loan Trust Series 2006-AR7,

IndyMac INDX Mortgage Loan Trust Series 2006-AR11, and Residential Asset Securitization

Trust Series 2006-A2. See Dkt. 262.

K. On December 10, 2010, Lead Plaintiffs moved for certification of a class consisting

of “[a]ll persons or entities who purchased or otherwise acquired beneficial interests in Certificates

offered to the public in 10 Offerings” of IndyMac-sponsored mortgage pass-through certificates.

See Dkt. 276. On August 17, 2012, the Court entered a Memorandum Opinion dismissing Lead

Plaintiffs’ claims relating to one offering and granting Lead Plaintiffs’ motion for class

certification with respect to investors in securities from the other nine offerings. See Dkt. 367.

L. Between May 17, 2010 and August 19, 2010, three motions to intervene were filed

seeking to add named plaintiffs for claims relating to offerings from which Lead Plaintiffs did not

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purchase any securities. See Dkt. 202, 219, 237. The proposed intervenors were City of

Philadelphia Board of Pensions and Retirement, Los Angeles County Employees Retirement

Association, Public Employees’ Retirement System of Mississippi, Police and Fire Retirement

System of the City of Detroit, General Retirement System of the City of Detroit, and Iowa Public

Employees’ Retirement System.

M. On June 21, 2011, the Court issued a Memorandum Opinion granting intervention

in part by City of Philadelphia Board of Pensions and Retirement, Los Angeles County Employees

Retirement Association, Police and Fire Retirement System of the City of Detroit, and Public

Employees’ Retirement System of Mississippi, and denying intervention by General Retirement

System of the City of Detroit and Iowa Public Employees’ Retirement System. See Dkt. 317. On

July 20, 2011, Los Angeles County Employees Retirement Association, and Public Employees’

Retirement System of Mississippi dismissed with prejudice those claims for which the Court had

granted them leave to intervene. See Dkt. 325.

N. Los Angeles County Employees Retirement Association, Public Employees’

Retirement System of Mississippi, and General Retirement System of the City of Detroit appealed

the Court’s June 21, 2011 Memorandum Opinion to the U.S. Court of Appeals for the Second

Circuit. During the pendency of the appeal, the Second Circuit issued a decision regarding “class

standing” in NECA-IBEW v. Goldman Sachs & Co., 693 F.3d 145 (2d Cir. 2012) (“NECA-IBEW”).

On June 27, 2013, the Second Circuit affirmed the Court’s June 21, 2011 Memorandum Opinion

as to “those claims and defendants as to which [Lead Plaintiffs] would lack standing under

NECA-IBEW.” Police and Fire Retirement System of the City of Detroit v. IndyMac MBS, Inc.,

721 F.3d 95, 110 n.19 (2d Cir. 2013). Public Employees’ Retirement System of Mississippi has

appealed the Second Circuit’s June 27, 2013 decision to the U.S. Supreme Court; however, none of

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the securities at issue on the appeal to the U.S. Supreme Court were underwritten by the Settling

Defendants.

O. On August 15, 2011, Lead Plaintiffs filed a Second Amended Consolidated Class

Action Complaint. See Dkt. 337. In addition to Lead Plaintiffs, the named plaintiffs in the Second

Amended Consolidated Class Action Complaint were City of Philadelphia Board of Pensions and

Retirement and Police and Fire Retirement System of the City of Detroit. On February 4, 2011,

Lead Plaintiffs and Defendants Lynette Antosh and Raphael Bostic stipulated to the dismissal of

Antosh and Bostic from the Action with prejudice. See Dkt. 285, 286. On September 16, 2011, the

remaining defendants in the Action answered the Second Amended Consolidated Class Action

Complaint. See Dkt. 342-348.

P. On July 26, 2012, Lead Plaintiffs filed a motion regarding a settlement with

Defendants S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick, and Victor

Woodworth. See Dkt. 358. This settlement with five individual defendants received final

approval from the Court on December 18, 2012. See Dkt. 410. Following this settlement, the

remaining defendants in the Action were IndyMac MBS, Inc., Credit Suisse Securities (USA) LLC,

Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS

Securities Inc., and UBS Securities LLC.

Q. On September 6, 2012, the Second Circuit issued its decision regarding “class

standing” in NECA-IBEW. On March 18, 2013, the U.S. Supreme Court denied a petition for writ

of certiorari in NECA-IBEW. On May 9, 2013, without prejudice to or waiver of any of the parties’

rights, including defendants’ right to challenge in this Court or on appeal the “class standing” of

Lead Plaintiffs to pursue claims relating to offerings from which they did not purchase securities,

Lead Plaintiffs and the remaining defendants stipulated to the reinstatement of claims relating to

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36 offerings. See Dkt. 431. On May 17, 2013, Lead Plaintiffs moved for the reinstatement of

claims relating to an additional six offerings. See Dkt. 432. On July 23, 2013, the Court granted

Lead Plaintiffs’ motion. See Dkt. 450.

R. On April 29, 2013, Lead Plaintiffs and Defendants Credit Suisse Securities (USA)

LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,

RBS Securities Inc., and UBS Securities LLC participated in a mediation session.

S. On August 30, 2013, Lead Plaintiffs moved for certification of an expanded class to

“include claims based on the additional 42 offerings the Court reinstated into this case in light of

the Second Circuit’s decision in NECA-IBEW v. Goldman Sachs & Co., 693 F.3d 145 (2d Cir.

2012).” See Dkt. 470. Lead Plaintiffs also moved for certification of six additional class

representatives: City of Philadelphia Board of Pensions and Retirement, Los Angeles County

Employees Retirement Association, Public Employees’ Retirement System of Mississippi, Police

and Fire Retirement System of the City of Detroit, General Retirement System of the City of

Detroit, and Iowa Public Employees’ Retirement System. This motion has not yet been decided

by the Court.

T. On July 18, 2014, Lead Plaintiffs and Defendants Credit Suisse Securities (USA)

LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,

RBS Securities Inc., and UBS Securities LLC participated in a second mediation session. On July

23, 2014, these parties accepted a mediator’s proposal to settle this Action.

U. This Stipulation shall in no way be construed or deemed to be a concession by Lead

Plaintiffs of any infirmity in the claims asserted in the Action.

V. This Stipulation shall in no way be construed or deemed to be evidence of, or any

admission or concession on the part of the Settling Defendants with respect to, any infirmity in the

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defenses that they have, or could have asserted, in the Action. The Settling Defendants have

denied and continue to deny each and all of the claims asserted in this Action and have agreed to

enter into this Stipulation solely to avoid further expense, inconvenience, and the distraction of

burdensome and protracted litigation.

W. The Settling Parties agree that certification of a class, for settlement purposes only,

is appropriate. Nothing in this Stipulation shall serve in any fashion, either directly or indirectly,

as evidence or support for certification of a class other than for settlement purposes, and the

Settling Parties intend that the provisions herein concerning certification of a Settlement Class

shall have no effect whatsoever in the event the Settlement does not become Final.

NOW THEREFORE, without any admission or concession on the part of Lead Plaintiffs,

the Intervenor Plaintiffs, or any proposed Settlement Class Member regarding any lack of merit of

the claims in this Action, and without any admission or concession on the part of the Settling

Defendants of any liability or wrongdoing or lack of merit of their defenses in this Action, it is

hereby STIPULATED AND AGREED, by and among the Settling Parties, through their

respective attorneys, subject to approval of the Court pursuant to Rule 23(e) of the Federal Rules

of Civil Procedure, the Private Securities Litigation Reform Act of 1995 and other conditions set

forth herein, in consideration of the benefits flowing to the parties hereto, that the Action and all

Released Claims (defined below) and all Released Parties’ Claims (defined below) shall be fully,

finally and forever compromised, settled, released, discharged and dismissed with prejudice

against the Released Parties (defined below), upon and subject to the following terms and

conditions:

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DEFINITIONS

1. As used in this Stipulation, the following terms shall have the meanings specified

below.

(a) “Action” means the consolidated securities class action styled In re IndyMac

Mortgage-Backed Securities Litigation, Civil Action No. 09 Civ. 04583 (LAK) (S.D.N.Y.).

(b) “Authorized Claimant” means a Settlement Class Member who submits a timely

and valid Proof of Claim Form to the Claims Administrator (in accordance with the requirements

established by the Court) that is approved for payment from the Underwriter Defendant Net

Settlement Fund.

(c) “Barred Claims” means claims for contribution or indemnity (whether contractual

or otherwise), however denominated, arising out of, based upon or related to the claims and

allegations asserted in the Action (or any other claims where the alleged injury to the

entity/individual is the entity’s/individual’s actual or threatened liability to any Settlement Class

Member), whether arising under state, federal or foreign law as claims, cross-claims,

counterclaims, or third-party claims, whether asserted in this Court, in any federal or state court, or

in any other court, arbitration proceeding, administrative agency, or other forum in the United

States or elsewhere, and whether such claims are legal or equitable, known or unknown, foreseen

or unforeseen, matured or discharged, satisfied and unenforceable.

(d) “Certificates” means the securities that were issued by the following trusts and

offered pursuant to shelf registration statements, prospectuses, and prospectus supplements filed

with the U.S. Securities and Exchange Commission: IndyMac Home Equity Mortgage Loan

Asset-Backed Trust, Series INABS 2006-D; IndyMac INDA Mortgage Loan Trust 2006-AR2;

IndyMac INDA Mortgage Loan Trust 2007-AR7; IndyMac INDX Mortgage Loan Trust

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2006-AR15; IndyMac INDX Mortgage Loan Trust 2006-AR29; IndyMac INDX Mortgage Loan

Trust 2006-AR35; IndyMac INDX Mortgage Loan Trust 2006-FLX1; IndyMac Residential

Mortgage-Backed Trust Series 2006-L2; IndyMac IMJA Mortgage Loan Trust 2007-A1; IndyMac

IMJA Mortgage Loan Trust 2007-A2; IndyMac IMJA Mortgage Loan Trust 2007-A3; IndyMac

IMJA Mortgage Loan Trust 2007-A4; IndyMac IMSC Mortgage Loan Trust 2007-AR1; IndyMac

IMSC Mortgage Loan Trust 2007-F1; IndyMac IMSC Mortgage Loan Trust 2007-F2; IndyMac

IMSC Mortgage Loan Trust 2007-F3; IndyMac IMSC Mortgage Loan Trust 2007-HOA1;

IndyMac INDA Mortgage Loan Trust 2006-AR1; IndyMac INDA Mortgage Loan Trust

2007-AR1; IndyMac INDA Mortgage Loan Trust 2007-AR2; IndyMac INDA Mortgage Loan

Trust 2007-AR8; IndyMac INDA Mortgage Loan Trust 2007-AR9; IndyMac INDX Mortgage

Loan Trust 2006-AR13; IndyMac INDX Mortgage Loan Trust 2006-AR21; IndyMac INDX

Mortgage Loan Trust 2006-AR23; IndyMac INDX Mortgage Loan Trust 2006-AR25; IndyMac

INDX Mortgage Loan Trust 2006-AR27; IndyMac INDX Mortgage Loan Trust 2006-AR33;

IndyMac INDX Mortgage Loan Trust 2006-AR37; IndyMac INDX Mortgage Loan Trust

2006-AR41; IndyMac INDX Mortgage Loan Trust 2006-R1; IndyMac INDX Mortgage Loan

Trust 2007-AR5; IndyMac INDX Mortgage Loan Trust 2007-AR9; IndyMac INDX Mortgage


Mortgage Loan Trust 2007-AR19; IndyMac INDX Mortgage Loan Trust 2007-AR21IP; IndyMac

INDX Mortgage Loan Trust 2007-FLX3; IndyMac Home Equity Mortgage Loan Asset-Backed

Trust, Series 2006-H2; IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series

2006-H3; Residential Asset Securitization Trust 2006-A7CB; Residential Asset Securitization

Trust 2006-A11; Residential Asset Securitization Trust 2006-A12; Residential Asset

Securitization Trust 2006-A13; Residential Asset Securitization Trust 2006-A14CB; Residential

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Asset Securitization Trust 2006-A15; Residential Asset Securitization Trust 2006-R2; Residential

Asset Securitization Trust 2007-A1; Residential Asset Securitization Trust 2007-A5; and

Residential Asset Securitization Trust 2007-A8.

(e) “Claim” means a completed and signed Proof of Claim Form submitted to the

Claims Administrator in accordance with the instructions on the Proof of Claim Form.

(f) “Claimant” means a Person that submits a signed Proof of Claim Form to the

Claims Administrator seeking to be eligible to share in the proceeds of the Underwriter Defendant

Net Settlement Fund.

(g) “Claims Administrator” shall mean Rust Consulting, Inc.

(h) “Court” or “District Court” means the U.S. District Court for the Southern District

of New York.

(i) “Defendants” means IndyMac MBS, Inc., the Dismissed Defendants, the Settled

Individual Defendants, and the Settling Defendants.

(j) “Dismissed Defendants” means the defendants dismissed from the Action by the

Court’s February 5, 2010 Order, the Court’s June 21, 2010 Memorandum Opinion, the Court’s

July 7, 2010 Order, and the February 4, 2011 Stipulation of Dismissal “so ordered” by the Court on

February 10, 2011.

(k) “Distribution Order” means an order entered by the Court authorizing and directing

that the Underwriter Defendants Net Settlement Fund be distributed, in whole or in part, to

Authorized Claimants.

(l) “Effective Date” means the date on which all of the following shall have occurred:

(i) the Settling Defendants no longer have any right under paragraph 39 below to terminate this

Settlement, or if the Settling Defendants do have such right, they have given written notice to Lead

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Counsel that they will not exercise such right; (ii) Lead Plaintiffs no longer have any right under

paragraph 9 below to terminate this Settlement, or if the Lead Plaintiffs do have such right, they

have given written notice to Settling Defendants’ Counsel that they will not exercise such right;

(iii) the Court has entered the Notice Order; (iv) the Court has approved the Settlement, following

notice to the Class and a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure;

(v) the Court has entered the Order and Final Judgment, substantially in the form annexed hereto

as Exhibit B, or the Court enters an order and final judgment in a form other than that contemplated

by Lead Plaintiffs and the Settling Defendants (“Alternative Judgment”) and neither Lead

Plaintiffs nor the Settling Defendants elect to terminate this Settlement; and (vi) the Order and

Final Judgment or Alternative Judgment has become Final (as defined in paragraph 1(n) below).

(m) “Escrow Agent for the Underwriter Defendant Settlement Fund” means Lead

Counsel.

(n) “Final,” when referring to the Order and Final Judgment or any Alternative

Judgment, means the expiration of any time for appeal or review of the Order and Final Judgment,

or, if any appeal is filed and not dismissed, after the Order and Final Judgment is upheld on appeal

in all material respects and is no longer subject to review upon appeal or review by certiorari or

otherwise, and the time for any petition for reargument, appeal or review, by certiorari or

otherwise, has expired; or, in the event that the District Court enters an Alternative Judgment and

none of the parties hereto elect to terminate this Settlement, the date that such Alternative

Judgment is no longer subject to appeal or review by certiorari or otherwise, and the time for any

petition for reargument, appeal or review, by certiorari or otherwise, has expired provided,

however, that any disputes or appeals relating solely to the amount, payment or allocation of

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attorneys’ fees and Litigation Expenses or the Plan of Allocation shall have no effect on finality for

purposes of determining the date on which the Order and Final Judgment becomes Final.

(o) “Final Approval Hearing” or “Settlement Hearing” means the hearing set by the

Court under Rule 23(e) of the Federal Rules of Civil Procedure to consider final approval of the

Settlement.

(p) “Intervenor Plaintiffs” means the named plaintiffs added to the Second Amended

Class Action Complaint – i.e., City of Philadelphia Board of Pensions and Retirement and Police

and Fire Retirement System of the City of Detroit.

(q) “Investment Vehicle” means any investment company or pooled investment fund

(including, but not limited to, mutual fund families, exchange-traded funds, fund of funds and

hedge funds) in which any Defendant has or may have a direct or indirect interest, or as to which its

affiliates may act as an investment advisor, general partner, managing member, or other similar

capacity, but of which any Defendant or any of its respective affiliates is not a majority owner or

does not hold a majority beneficial interest.

(r) “Lead Counsel” means the law firm of Berman DeValerio.

(s) “Lead Plaintiffs” means the Wyoming Retirement System and Wyoming State

Treasurer.

(t) “Litigation Expenses” means the reasonable costs and expenses incurred by

counsel for Plaintiffs in connection with commencing and prosecuting the Action, for which Lead

Counsel intends to apply to the Court for reimbursement from the Underwriter Defendant

Settlement Fund. Litigation Expenses may also include reimbursement of Settlement Class

Representatives’ reasonable costs and expenses in accordance with 15 U.S.C. § 77z-1(a)(4).

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(u) “Notice” means the Notice of Pendency of Class Action, Proposed Settlement with

Underwriter Defendants, Plan of Allocation, Final Approval Hearing for Settlement with

Underwriter Defendants, Voluntary Dismissal of Defendant IndyMac MBS, Inc., and Motion for

Attorneys’ Fees and Reimbursement of Litigation Expenses (substantially in the form attached

hereto as Exhibit A-1), which is to be sent to members of the Settlement Class.

(v) “Notice and Administration Costs” means the costs, fees and expenses that are

incurred by the Claims Administrator in connection with (i) providing notice to the Settlement

Class; and (ii) administering the Claims process.

(w) “Notice Order” means the order (substantially in the form attached hereto as

Exhibit A) to be entered by the Court, approving dissemination of the Notice, Publication Notice

and Plan of Allocation to the Settlement Class.

(x) “Offerings” means the offerings of securities by the following trusts: IndyMac

Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D; IndyMac INDA

Mortgage Loan Trust 2006-AR2; IndyMac INDA Mortgage Loan Trust 2007-AR7; IndyMac

INDX Mortgage Loan Trust 2006-AR15; IndyMac INDX Mortgage Loan Trust 2006-AR29;


2006-FLX1; IndyMac Residential Mortgage Backed Trust Series 2006-L2; IndyMac IMJA

Mortgage Loan Trust 2007-A1; IndyMac IMJA Mortgage Loan Trust 2007-A2; IndyMac IMJA

Mortgage Loan Trust 2007-A3; IndyMac IMJA Mortgage Loan Trust 2007-A4; IndyMac IMSC

Mortgage Loan Trust 2007-AR1; IndyMac IMSC Mortgage Loan Trust 2007-F1; IndyMac IMSC

Mortgage Loan Trust 2007-F2; IndyMac IMSC Mortgage Loan Trust 2007-F3; IndyMac IMSC

Mortgage Loan Trust 2007-HOA1; IndyMac INDA Mortgage Loan Trust 2006-AR1; IndyMac

INDA Mortgage Loan Trust 2007-AR1; IndyMac INDA Mortgage Loan Trust 2007-AR2;

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IndyMac INDA Mortgage Loan Trust 2007-AR8; IndyMac INDA Mortgage Loan Trust




Mortgage Loan Trust 2006-AR33; IndyMac INDX Mortgage Loan Trust 2006-AR37; IndyMac

INDX Mortgage Loan Trust 2006-AR41; IndyMac INDX Mortgage Loan Trust 2006-R1;




Loan Trust 2007-AR21IP; IndyMac INDX Mortgage Loan Trust 2007-FLX3; IndyMac Home

Equity Mortgage Loan Asset-Backed Trust, Series 2006-H2; IndyMac Home Equity Mortgage

Loan Asset-Backed Trust, Series 2006-H3; Residential Asset Securitization Trust 2006-A7CB;

Residential Asset Securitization Trust 2006-A11; Residential Asset Securitization Trust 2006-A12;

Residential Asset Securitization Trust 2006-A13; Residential Asset Securitization Trust

2006-A14CB; Residential Asset Securitization Trust 2006-A15; Residential Asset Securitization

Trust 2006-R2; Residential Asset Securitization Trust 2007-A1; Residential Asset Securitization

Trust 2007-A5; and Residential Asset Securitization Trust 2007-A8.

(y) “Order and Final Judgment” means the order(s) and final judgment(s) to be entered

in this Action substantially in the form of Exhibit B attached hereto.

(z) “Person” and “Persons” means any individual, corporation, partnership,

association, affiliate, joint stock company, estate, trust, unincorporated association, entity,

government and any political subdivision thereof, or any other type of business or legal entity.

(aa) “Plaintiffs” means Lead Plaintiffs and the Intervenor Plaintiffs.

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(bb) “Plan of Allocation” means the proposed plan for allocating the Underwriter

Defendant Net Settlement Fund to Authorized Claimants, or such other plan of allocation as the

Court shall approve.

(cc) “Publication Notice” or “Summary Notice” means the Summary Notice,

substantially in the form attached hereto as Exhibit A-2, to be published as set forth in the Notice

Order.

(dd) “Proposed Intervenor Plaintiffs” means Los Angeles County Employees

Retirement Association, Public Employees’ Retirement System of Mississippi, General

Retirement System of the City of Detroit, and Iowa Public Employees’ Retirement System.

(ee) “Released Claims” means any and all past, present, and future claims (including

Unknown Claims), cross-claims, rights, remedies, debts, demands, obligations, liabilities, or

causes of action of every nature and description whatsoever (including, but not limited to, any

claims for damages, punitive damages, compensation, restitution, rescission, interest, attorneys’

fees or costs, expert or consulting fees, and any other costs, expenses, losses or liabilities of any

kind or nature whatsoever) against the Released Parties, whether known or unknown, whether

based on federal, state, local, statutory, common, or foreign law, or any other law, rule, or

regulation, whether at law or in equity, fixed or contingent, accrued or unaccrued, liquidated or

unliquidated, matured or unmatured, whether class or individual in nature, that Lead Plaintiffs, the

Intervenor Plaintiffs, the Proposed Intervenor Plaintiffs, or any other Settlement Class Member (i)

asserted in the Action; or (ii) could have asserted in the Action or any other forum that (a) arise out

of or are based upon the allegations, transactions, facts, matters, events, disclosures, statements,

occurrences, representations, conduct, acts, or omissions or failures to act that were or could have

been alleged or asserted in the Action, and (b) relate to the purchase, other acquisition, or sale of

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the Certificates or any interest therein. “Released Claims” shall also include all rights of appeal

from any prior decision of the Court in this Action. “Released Claims” do not include (i) claims

relating to the enforcement of this Settlement; (ii) claims, if any, filed prior to July 23, 2014 solely

and exclusively to the extent that such claims asserted contractual repurchase rights with respect to

any residential mortgage loan included in any of the Offerings; (iii) claims against Defendant

IndyMac MBS, Inc.; or (iv) claims against Goldman, Sachs & Co., including claims relating to

IndyMac INDA Mortgage Loan Trust 2006-AR3 or IndyMac INDX Mortgage Loan Trust

2007-FLX1.

(ff) “Released Parties” or “Released Party” means: (i) the Settling Defendants, (ii) each

of the respective past or present parents, subsidiaries, affiliates, divisions, successors and

predecessors of the Settling Defendants; and (iii) each of the respective past or present heirs,

executors, estates, administrators, officers, directors, managing directors, members, employers,

employees, agents, attorneys, advisors, investment advisors, auditors, accountants, insurers,

co-insurers, reinsurers, and assigns, of the foregoing in (i) and (ii) in their capacities as such.

(gg) “Released Parties’ Claims” means any and all claims and causes of action of every

nature and description, whether known or unknown, whether arising under federal, state, common

or foreign law, that arise out of or relate in any way to the institution, prosecution or settlement of

the claims in this Action against the Released Parties, except for claims relating to the enforcement

of the Settlement, against Lead Plaintiffs or their respective attorneys, or any other Settlement

Class Member.

(hh) “Second Amended Complaint” means the Second Amended Class Action

Complaint for Violations of the Securities Act of 1933, filed by Lead Plaintiffs in the Action on

August 15, 2011.

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(ii) “Settled Individual Defendants” means S. Blair Abernathy, John Olinski, Samir

Grover, Simon Heyrick, and Victor Woodworth.

(jj) “Settlement” means this Stipulation and Agreement of Settlement with the Settling

Defendants and the settlement contained herein.

(kk) “Settlement Class” means all Persons who at any time purchased or otherwise

acquired interests in the Certificates. Excluded from the Settlement Class are those Persons who

purchased or otherwise acquired Certificates, but who have filed individual actions to separately

pursue claims against the Settling Defendants relating to the Certificates or who have filed a valid

request for exclusion in accordance with the requirements set forth in the Notice. Also excluded

from the Settlement Class are Defendants, their officers and directors at all relevant times,

members of their immediate families and their legal representatives, heirs, successors or assigns

and any entity in which any Defendant has or had a controlling interest, except for any Investment

Vehicle, to the extent such entities themselves had a proprietary (i.e., for their own account)

interest in the Certificates and not to the extent that they held Certificates in a fiduciary capacity or

otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that

otherwise falls within the Settlement Class.

(ll) “Settlement Class Counsel” means the law firm of Berman DeValerio.

(mm) “Settlement Class Member” means any Person who is a member of the Settlement

Class.

(nn) “Settlement Class Representatives” mean Lead Plaintiffs, City of Philadelphia

Board of Pensions and Retirement, Los Angeles County Employees Retirement Association,

Public Employees’ Retirement System of Mississippi, Police and Fire Retirement System of the

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City of Detroit, General Retirement System of the City of Detroit, and Iowa Public Employees’

Retirement System.

(oo) “Settling Defendants” means Credit Suisse Securities (USA) LLC; Deutsche Bank

Securities Inc.; J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.), in its own right and

as successor-in-interest to Bear, Stearns & Co., Inc.; RBS Securities Inc. (f/k/a Greenwich Capital

Markets, Inc.); Morgan Stanley & Co., LLC (f/k/a Morgan Stanley & Co. Incorporated) and UBS

Securities LLC.

(pp) “Settling Defendants’ Counsel” means Gibson, Dunn & Crutcher LLP.

(qq) “Settling Parties” or “Settling Party” means (i) Lead Plaintiffs on behalf of

themselves, the Intervenor Plaintiffs, the Proposed Intervenor Plaintiffs, and each Settlement Class

Member; and (ii) the Settling Defendants.

(rr) “Stipulation” means this Stipulation and Agreement of Settlement.

(ss) “Tax Expenses” means any expenses and costs incurred in connection with the

payment of Taxes (including, without limitation, expenses of tax attorneys and/or accountants and

other advisors and expenses relating to the filing or failure to file all necessary or advisable tax

returns).

(tt) “Taxes” means any taxes due and payable with respect to the income earned by the

Underwriter Defendant Settlement Fund, including any interest or penalties thereon.

(uu) “Underwriter Defendant Net Settlement Fund” means the Underwriter Defendant

Settlement Fund less: (i) any Taxes and Tax Expenses; (ii) any Notice and Administration Costs;

and (iii) any attorneys’ fees and Litigation Expenses awarded by the District Court.

(vv) “Underwriter Defendant Settlement Amount” means three hundred and forty

million dollars ($340,000,000.00).

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(ww) “Underwriter Defendant Settlement Fund” means the Underwriter Defendant

Settlement Amount paid by the Settling Defendants plus any interest earned thereon.

(xx) “Underwriter Defendant Settlement Fund Escrow Account” means any escrow

account(s) maintained and controlled by the Escrow Agent for the Underwriter Defendant

Settlement Fund into which the Underwriter Defendant Settlement Amount shall be deposited.

(yy) “Unknown Claims” means any and all Released Claims that Lead Plaintiffs, the

Intervenor Plaintiffs, the Proposed Intervenor Plaintiffs and/or any Settlement Class Member do

not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties,

and any Released Parties’ Claims that the Released Parties do not know or suspect to exist in his,

her or its favor, which if known by him, her or it might have affected his, her or its settlement with

and release of the Released Parties or Settlement Class Representatives, as appropriate, or might

have affected his, her or its decision not to object to this Settlement or not exclude himself, herself

or itself from the Settlement Class. With respect to any and all Released Claims and Released

Parties’ Claims, the parties stipulate and agree that, upon the Effective Date, Lead Plaintiffs and

the Settling Defendants shall expressly waive, and each Settlement Class Member and Released

Party shall be deemed to have waived, and by operation of the Order and Final Judgment shall

have expressly waived, to the fullest extent permitted by law, any and all provisions, rights and

benefits conferred by California Civil Code § 1542 (to the extent it applies to the Action), and any

law of any state or territory of the United States, or principle of common law, or the law of any

foreign jurisdiction, that is similar, comparable or equivalent to California Civil Code § 1542,

which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

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Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to

or different from those which he, she or it now knows or believes to be true with respect to the

subject matter of the Released Claims, but Lead Plaintiffs shall expressly, fully, finally and

forever settle and release – and each Settlement Class Member, upon the Effective Date, shall be

deemed to have, and by operation of the Order and Final Judgment shall have fully, finally and

forever settled and released – any and all Released Claims, known or Unknown, suspected or

unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist,

or heretofore have existed, upon any theory of law or equity now existing or coming into

existence in the future, including, but not limited to, conduct which is negligent, reckless,

intentional, with or without malice, or a breach of any duty, law or rule, without regard to the

subsequent discovery or existence of such different or additional facts. Lead Plaintiffs and the

Settling Defendants acknowledge, and Settlement Class Members and Released Parties by law

and operation of the Order and Final Judgment shall be deemed to have acknowledged, that the

inclusion of “Unknown Claims” in the definition of Released Claims and Released Parties’

Claims was separately bargained for and was a material element of the Settlement.

CERTIFICATION OF SETTLEMENT CLASS

2. Solely for purposes of the Settlement and for no other purpose, Lead Plaintiffs and

the Settling Defendants stipulate and agree to: (a) certification of the Settlement Class pursuant to

Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure; (b) appointment of Lead

Plaintiffs, City of Philadelphia Board of Pensions and Retirement, Los Angeles County

Employees Retirement Association, Public Employees’ Retirement System of Mississippi, Police

and Fire Retirement System of the City of Detroit, General Retirement System of the City of

Detroit, and Iowa Public Employees’ Retirement System as Settlement Class Representatives; and

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(c) appointment of Berman DeValerio as Settlement Class Counsel pursuant to Rule 23(g) of the

Federal Rules of Civil Procedure.

3. Should the Settlement Class not be certified, or should the Court materially amend

the scope of the Settlement Class, each of the Settling Parties reserves the right to terminate the

Settlement in accordance with paragraph 41 below.

RELEASE OF CLAIMS

4. Upon the Effective Date, the Settlement Class Representatives and all other

Settlement Class Members, on behalf of themselves and any of their personal representatives,

spouses, domestic partners, trustees, heirs, executors, administrators, successors or assignees shall

be deemed by operation of law to have fully, finally, and forever released, relinquished, waived,

discharged and dismissed each and every Released Claim against the Released Parties, and shall

forever be enjoined from pursuing any or all such Released Claims in any forum of any kind,

whether directly or indirectly, whether on their own behalf or otherwise; and regardless of whether

or not such Settlement Class Member executes and delivers a Proof of Claim Form. By entering

into this Settlement, the Settlement Class Representatives represent and warrant that they have not

assigned, hypothecated, conveyed, transferred, or otherwise granted or given any interest in the

Released Claims, or any of them, to any other Person. The Settling Parties acknowledge, and the

Settlement Class Members shall be deemed by operation of law to acknowledge, that the waiver of

Unknown Claims, and the provisions, rights and benefits of California Civil Code § 1542, was

bargained for and is a key element of the Settlement of which the release in this paragraph is a part.

5. Upon the Effective Date, the Settling Defendants and each of the other Released

Parties shall be deemed by operation of law to have fully, finally, and forever released,

relinquished, waived, discharged and dismissed all Released Parties’ Claims, and shall forever be

21


enjoined from pursuing any or all Released Parties’ Claims in any forum of any kind, whether

directly or indirectly, whether on their own behalf or otherwise. By entering into this Settlement,

the Settling Defendants represent and warrant that they have not assigned, hypothecated, conveyed,

transferred, or otherwise granted or given any interest in the Released Parties’ Claims, or any of

them, to any other Person. The Settling Parties acknowledge, and the Released Parties shall be

deemed by operation of law to acknowledge, that the waiver of Unknown Claims, and the

provisions, rights and benefits of California Civil Code § 1542, was bargained for and is a key

element of the Settlement of which the release in this paragraph is a part.

6. Notwithstanding any of the foregoing, none of the Settling Parties release any

claims relating to the enforcement of this Settlement.

THE SETTLEMENT CONSIDERATION

7. In consideration of the terms of this Settlement, the Settling Defendants shall cause

the Underwriter Defendant Settlement Amount to be deposited into the Underwriter Defendant

Settlement Fund Escrow Account within fifteen (15) business days after entry of the Notice Order

by the Court. Within five (5) business days after signing this Stipulation, Lead Counsel shall

provide the Settling Defendants’ Counsel wiring instructions and the payee’s Form W-9 for the

Underwriter Defendant Settlement Fund Escrow Account and any other documents reasonably

required by the Settling Defendants to process the funding of the Underwriter Defendant

Settlement Amount.

8. The Underwriter Defendant Settlement Amount is to be paid by the Settling

Defendants, severally and not jointly, according to the allocation terms determined by the Settling

Defendants. No Settling Defendant will be liable for any portion of the Underwriter Defendant

22


Settlement Amount not paid by any other Settling Defendant, nor for any interest accruing on such

unpaid amount.

9. Should the Underwriter Defendant Settlement Amount not be fully paid in

accordance with the provisions of paragraph 7 above, Settling Defendants’ Counsel shall identify

for Lead Counsel within two (2) business days after the last day for funding the Underwriter

Defendant Settlement Amount any Settling Defendant(s) that did not pay its/their respective

share(s) and its/their allocated amount(s), and Lead Plaintiffs may elect to (a) go forward with the

Settlement as to those Settling Defendants that have funded their allocated share of the

Underwriter Defendant Settlement Amount; or (b) terminate the Settlement, in which case the

provisions of paragraph 41 shall apply. Should Lead Plaintiffs elect to proceed with the Settlement,

any non-paying Settling Defendant will no longer be included within the defined term “Settling

Defendant” as used in this Stipulation and the Exhibits hereto; and the non-settling parties will

revert to their respective positions in the Action as of July 23, 2014.

10. Other than the obligation of the Settling Defendants to pay or cause to be paid the

Underwriter Defendant Settlement Amount into the Underwriter Defendants Settlement Fund

Escrow Account, the Settling Defendants shall have no obligation to make any other payment

pursuant to this Stipulation. The interest earned on the Underwriter Defendant Settlement Fund

shall be for the benefit of the Settlement Class upon the Effective Date.

USE OF UNDERWRITER DEFENDANT SETTLEMENT FUND

11. The Underwriter Defendant Settlement Fund shall be used to pay: (a) Taxes and

Tax Expenses; (b) Notice and Administration Costs; and (c) any attorneys’ fees and Litigation

Expenses awarded by the District Court. The balance remaining in the Underwriter Defendant

Settlement Fund, i.e., the Underwriter Defendant Net Settlement Fund, shall be distributed to

23


Authorized Claimants as provided below. All costs and expenses incurred by or on behalf of the

Plaintiffs and the other members of the Settlement Class shall be paid from the Underwriter

Defendant Settlement Fund as awarded by the Court. In no event shall the Released Parties bear

any further or additional responsibility for any such costs or expenses beyond payment of the

Underwriter Defendant Settlement Amount.

12. After the Settlement becomes Final, the Underwriter Defendant Net Settlement

Fund will be distributed in accordance with a Plan of Allocation that Lead Plaintiffs will submit to

the Court for approval.

13. Except as provided herein or pursuant to orders of the District Court, the

Underwriter Defendant Net Settlement Fund shall remain in the Underwriter Defendant

Settlement Fund Escrow Account prior to the distribution. All funds held by the Escrow Agent for

the Underwriter Defendant Settlement Fund shall be deemed to be in the custody of the District

Court and shall remain subject to the jurisdiction of the District Court until such time as the funds

shall be distributed or returned pursuant to the terms of this Stipulation and/or further order of the

District Court. The Escrow Agent for the Underwriter Defendant Settlement Fund shall invest any

funds in the Underwriter Defendant Settlement Fund Escrow Account in instruments backed by

the full faith and credit of the United States (or a mutual fund invested solely in such instruments)

and shall collect and reinvest all interest accrued thereon. All risks related to the investments of

the Underwriter Defendant Settlement Fund shall be borne by the Underwriter Defendant

Settlement Fund.

14. The parties hereto agree that the Underwriter Defendant Settlement Fund is

intended to be a Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-1

and that Lead Counsel, as administrator of the Underwriter Defendant Settlement Fund within the

24


meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing or causing

to be filed all informational and other tax returns as may be necessary or appropriate (including,

without limitation, the returns described in Treasury Regulation § 1.468B-2(k)) for the

Underwriter Defendant Settlement Fund. Such returns shall be consistent with this paragraph and

in all events shall reflect that all Taxes on the income earned on the Underwriter Defendant

Settlement Fund shall be paid out of the Underwriter Defendant Settlement Fund as provided by

paragraph 15 below. Lead Counsel shall also be solely responsible for causing payment to be

made from the Underwriter Defendant Settlement Fund of any Taxes and Tax Expenses owed with

respect to the Underwriter Defendant Settlement Fund. The Settling Defendants will provide to

Lead Counsel the statement described in Treasury Regulation § 1.468B-3(e). Lead Counsel, as

administrator of the Underwriter Defendant Settlement Fund within the meaning of Treasury

Regulation § 1.468B-2(k)(3), shall timely make such elections as are necessary or advisable to

carry out this paragraph, including, as necessary, making a “relation back election,” as described in

Treasury Regulation § 1.468B-1(j), to cause the Qualified Settlement Fund to come into existence

at the earliest allowable date, and shall take or cause to be taken all actions as may be necessary or

appropriate in connection therewith.

15. All Taxes (including any interest or penalties) and Tax Expenses shall be

considered to be a cost of administration of the Settlement and shall be paid out of the Underwriter

Defendant Settlement Fund. The Released Parties shall not have any liability or responsibility for

any such Taxes or Tax Expenses. Lead Counsel, or its agents, shall timely and properly file all

information and other tax returns necessary or advisable with respect to the Underwriter Defendant

Settlement Fund and the distributions and payments therefrom, including, without limitation, the

tax returns described in Treas. Reg. § 1.468B-2(k), and, to the extent applicable, Treas. Reg.

25


§ 1.468B-2(l). Such returns shall be consistent with the terms hereof and in all events shall reflect

that all such Taxes, including any interest or penalties, on the income earned by the Underwriter

Defendant Settlement Fund shall be paid out of the Underwriter Defendant Settlement Fund,

subject to the limitations set forth in this paragraph. Lead Counsel, or its agents, shall also timely

pay Taxes and Tax Expenses, subject to the limitations set forth in this paragraph, out of the

Underwriter Defendant Settlement Fund, and are authorized to withdraw, without prior order of

the District Court, from the Underwriter Defendant Settlement Fund amounts necessary to pay

Taxes and Tax Expenses. The parties hereto agree to cooperate with each other, and their tax

attorneys and accountants, to the extent reasonably necessary to carry out the terms of this

Stipulation. The Released Parties shall have no responsibility or liability for the acts or omissions

of Lead Counsel or its agents, as described herein.

16. This is not a claims-made settlement. As of the Effective Date, neither the Settling

Defendants nor any other Person who paid any portion of the Underwriter Defendant Settlement

Fund on any of their behalf, shall have any right to the return of the Underwriter Defendant

Settlement Fund or any portion thereof irrespective of the number of Claims filed, the collective

amount of losses of Authorized Claimants, the percentage of recovery of losses, or the amounts to

be paid to Authorized Claimants from the Underwriter Defendant Net Settlement Fund. If any

portion of the Underwriter Defendant Net Settlement Fund remains following distribution

pursuant to paragraph 12 and is of such an amount that in the opinion of Lead Counsel and the

Claims Administrator it is not cost effective or efficient to redistribute the amount to the

Settlement Class, then in such event, Lead Counsel shall seek an order from the Court:

(a) approving the recommendation that any further re-distribution is not cost effective or efficient;

and (b) ordering the contribution of the balance of the Underwriter Defendant Net Settlement Fund

26


to one or more nonsectarian, not-for-profit, 501(c)(3) organizations. Lead Counsel’s motion shall

identify one or more proposed charitable recipients. Such recipients shall be selected by one or

more neutral persons proposed by Lead Counsel and approved by the Court. The proposed

recipients shall not include any organization affiliated with any of the neutrals selected by Lead

Counsel and shall be independent of Lead Counsel so that Lead Counsel does not derive a direct or

indirect benefit from the selection of such organization as the recipient of a charitable contribution.

Lead Counsel’s motion shall include a declaration detailing the means by which the proposed

recipients were selected.

17. The Claims Administrator shall discharge its duties under Lead Counsel’s

supervision and subject to the jurisdiction of the Court. Except as otherwise expressly provided

herein, the Released Parties shall have no responsibility whatsoever for the administration of the

settlement, and shall have no liability whatsoever to any Person, including, but not limited to, the

Settlement Class Members, in connection with any such administration. Lead Counsel shall cause

the Claims Administrator to mail the Notice to those members of the Settlement Class who may be

identified through reasonable effort, including through the cooperation of the Settling Defendants

and/or their agents. Lead Counsel will cause to be published the Summary Notice pursuant to the

terms of the Notice Order or whatever other form or manner might be ordered by the Court. The

Settling Defendants agree to cooperate reasonably with Lead Counsel in identifying the names and

addresses of potential Settlement Class Members.

18. Lead Counsel may pay up to $600,000 from the Underwriter Defendant Settlement

Fund Escrow Account, without further approval from the Settling Defendants or further order of

the Court, for reasonable Notice and Administration Costs actually incurred. Such costs and

expenses shall include, without limitation, the actual costs of publication, printing and mailing the

27


Notice, reimbursements to nominee owners for forwarding the Notice to their beneficial owners,

the administrative expenses actually incurred and fees reasonably charged by the Claims

Administrator in connection with searching for Settlement Class Members and providing Notice

and processing the submitted claims, and the reasonable fees, if any, of the Escrow Agent for the

Underwriter Defendant Settlement Fund. To the extent that Notice and Administration Costs

exceed $600,000, they may be paid only pursuant to further Order of the Court.

19. In the event that the Settlement is terminated pursuant to the terms of this

Stipulation, all Notice and Administration Costs properly paid or incurred, including any related

fees, shall not be returned or repaid to the Settling Defendants or to any insurer, if any, or other

Person, if any, who paid any portion of the Underwriter Defendant Settlement Fund.

20. The finality of the Settlement shall not be conditioned on any ruling by the District

Court concerning the Plan of Allocation or any award of attorneys’ fees or reimbursement of

Litigation Expenses. Any order or proceeding relating to a request for approval of the Plan of

Allocation, or any appeal from any order relating thereto or reversal or modification thereof, shall

not operate to terminate the Settlement or affect or delay the Effective Date or the effectiveness or

finality of the Order and Final Judgment and the release of the Released Claims. There shall be no

distribution of any of the Underwriter Defendant Settlement Fund to any Settlement Class Member

until the Plan of Allocation is approved and such order of approval is affirmed on appeal and/or is

no longer subject to review by appeal or certiorari, and the time for any petition for rehearing,

appeal, or review, by certiorari or otherwise, has expired.

ATTORNEYS’ FEES AND LITIGATION EXPENSES

21. Lead Counsel and the additional Settlement Class Representatives’ counsel shall

jointly submit an application for awards of their respective attorneys’ fees and reimbursement of

28


Litigation Expenses, plus interest, from the Underwriter Defendant Settlement Fund. Litigation

Expenses may include reimbursement of Settlement Class Representatives’ reasonable costs and

expenses in accordance with 15 U.S.C. § 77z-1(a)(4).

22. Any attorneys’ fees and Litigation Expenses that are awarded by the Court shall be

paid to Lead Counsel and additional Settlement Class Representatives’ counsel at the time of

award and the Court’s approval of the Settlement, or at such later date as ordered by the Court,

notwithstanding the existence of any timely filed objections thereto, or potential for appeal

therefrom, or collateral attack on the Settlement or any party thereof, subject to Lead Counsel’s

and additional Settlement Class Representatives’ counsel obligation to repay all such amounts

with interest at the same net rate as is earned by the Underwriter Defendant Settlement Amount if

the Settlement is terminated for any reason, or if, as a result of any appeal or further proceedings or

successful collateral attack, the award of attorneys’ fees and/or Litigation Expenses is reduced or

reversed. Lead Counsel and the additional Settlement Class Representatives’ counsel shall make

the appropriate refund or repayment no later than fifteen (15) business days after receiving from

Settling Defendants’ Counsel or from a court of appropriate jurisdiction notice of the termination

of the Settlement or notice of any reduction of the award to attorneys’ fees and/or Litigation

Expenses.

23. In Lead Counsel’s attorneys’ fees and Litigation Expense application, Lead

Counsel shall recommend an allocation of the attorneys’ fees and Litigation Expense awards

amongst Settlement Class Representatives’ counsel in a manner in which Lead Counsel in good

faith believes reflects the contributions of such counsel to the prosecution and settlement of the

Action. The Court shall determine, award and allocate the attorneys’ fees and reimbursement of

Litigation Expenses to Lead Counsel and additional Settlement Class Representatives’ counsel.

29


Lead Counsel shall distribute any award of attorneys’ fees and Litigation Expenses as ordered by

the Court. The Released Parties shall have no responsibility for, and no liability with respect to,

the attorneys’ fees or Litigation Expenses that the District Court may award in the Action or the

allocation of the fees and Litigation Expenses to Lead Counsel or the additional Settlement Class

Representatives’ counsel in connection with this Action or any other Person who may assert some

claim thereto.

24. The procedure for and amounts of any award of attorneys’ fees and Litigation

Expenses, and the allowance or disallowance by the District Court thereof, shall not be a condition

of the Settlement. Lead Counsel and the additional Settlement Class Representatives’ counsel

shall request that their application for an award of attorneys’ fees and Litigation Expenses be

considered by the District Court separately from the District Court’s consideration of the fairness

and adequacy of the Settlement. Any order or proceedings relating to such request, or any appeal

from any order relating thereto or reversal or modification thereof, shall not operate to terminate

the Settlement or affect the release of the Released Claims or the Released Parties’ Claims. The

finality of the Settlement shall not be conditioned on any ruling by the District Court concerning

Lead Counsel and the additional Settlement Class Representatives’ counsel’s application for

attorneys’ fees and Litigation Expenses.

CLAIMS ADMINISTRATOR

25. The Claims Administrator, subject to the supervision, direction and approval of

Lead Counsel and the District Court, shall administer and calculate the Claims submitted by

Settlement Class Members, oversee distribution of the Underwriter Defendant Net Settlement

Fund and perform all claims administration procedures necessary or appropriate in connection

therewith. Other than Settling Defendants’ agreement to assist in identifying potential Settlement

30


Class Members as provided herein, Settling Defendants and the other Released Parties shall have

no liability, obligation or responsibility for the Notice, administration or processing of claims or of

the Settlement or disbursement of the Underwriter Defendant Net Settlement Fund, including

without limitation, determinations as to the validity of any Proof of Claim, the amounts of claims,

distributions of the Underwriter Defendant Net Settlement Fund, or any loss incurred by the

Escrow Agent for the Underwriter Defendant Settlement Fund or the Claims Administrator. The

Settling Defendants shall cooperate in the administration of the Settlement to the extent reasonably

necessary to effectuate its terms.

26. The Claims Administrator shall receive Claims and administer them according to

the Plan of Allocation as proposed by Lead Plaintiffs and approved by the Court, or according to

such other plan of allocation the Court approves. The proposed Plan of Allocation is appended to

the proof of claim and release form attached hereto as Exhibit A-3.

27. The allocation of the Underwriter Defendant Net Settlement Fund among

Authorized Claimants is a matter separate and apart from the proposed Settlement between the

Settling Defendants and Lead Plaintiffs, and any decision by the Court concerning the Plan of

Allocation shall not affect the validity or finality of the proposed Settlement. The Plan of

Allocation is not a necessary term of this Stipulation, and it is not a condition of this Stipulation

that any particular plan of allocation be approved by the Court. Lead Plaintiffs and Lead Counsel

may not cancel or terminate the Stipulation or the Settlement based on this Court’s or any appellate

court’s ruling with respect to the Plan of Allocation or any plan of allocation in this Action.

Neither the Settling Defendants nor any other Released Party shall have any responsibility or

liability whatsoever for allocation of the Underwriter Defendant Net Settlement Fund, nor shall the

Settling Defendants object to the Plan of Allocation proposed by Lead Plaintiffs.

31


28. Lead Counsel shall be responsible for supervising the administration of the

Settlement and disbursement of the Underwriter Defendant Net Settlement Fund. Neither the

Settling Defendants nor any other Released Party shall have any liability, obligation or

responsibility whatsoever for the administration of the Settlement or disbursement of the

Underwriter Defendant Net Settlement Fund. Neither the Settling Defendants nor any other

Released Party shall be permitted to review, contest or object to any Proof of Claim Form or any

decision of the Claims Administrator or Lead Counsel with respect to accepting or rejecting any

Proof of Claim Form or Claim for payment by a Settlement Class Member.

29. All Proof of Claim Forms must be submitted by the date set by the Court in the

Notice Order and specified in the Notice, unless such deadline is extended by Order of the Court.

Any Settlement Class Member who fails to submit a Proof of Claim Form by such date shall be,

absent a court order, forever barred from receiving any distribution from the Underwriter

Defendant Net Settlement Fund or payment pursuant to this Stipulation (unless, by Order of the

Court, late-filed Proof of Claim Forms are accepted), but shall in all other respects be bound by all

of the terms of this Stipulation and the Settlement, including the terms of the Order and Final

Judgment and the releases provided for therein, and will be permanently barred and enjoined from

bringing any action, claim or other proceeding of any kind concerning any Released Claim. A

Proof of Claim Form shall be deemed to be submitted when posted if received with a postmark

indicated on the envelope and if mailed by first-class mail and addressed in accordance with the

instructions thereon.

30. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court

with respect to the Claimant’s Claim, including, but not limited to, the releases provided for in the

Order and Final Judgment, and the Claim will be subject to investigation and discovery that shall

32


be limited to that Claimant’s status as a Class Member and the validity and amount of the

Claimant’s Claim. No discovery shall be allowed on the merits of this Action or this Settlement in

connection with the processing of Proof of Claim Forms.

31. Lead Counsel will apply to the Court, with reasonable notice to the Settling

Defendants, for a Distribution Order, inter alia: (a) approving the Claims Administrator’s

administrative determinations concerning the acceptance and rejection of the Claims submitted;

(b) approving payment of any outstanding administration fees and expenses associated with the

administration of the Settlement from the Underwriter Defendant Settlement Fund Escrow

Account; and (c) if the conditions set forth in paragraph 1(l) above have occurred, directing

payment of the Underwriter Defendant Net Settlement Fund to Authorized Claimants.

32. Payment pursuant to the Distribution Order from the Underwriter Defendant Net

Settlement Fund shall be final and conclusive against any and all Settlement Class Members. All

Settlement Class Members whose Claims are not approved by the Court shall be barred from

participating in distributions from the Underwriter Defendant Net Settlement Fund, but otherwise

shall be bound by all of the terms of this Stipulation and the Settlement, including the terms of the

Order and Final Judgment to be entered in this Action and the releases provided for therein, and

will be permanently barred and enjoined from bringing any action against concerning any and all

of the Released Claims.

33. All proceedings with respect to the administration, processing and determination of

Claims and the determination of all controversies relating thereto, including disputed questions of

law and fact with respect to the validity of Claims, shall be subject to the jurisdiction of the Court.

33


REQUESTS FOR EXCLUSION

34. A Settlement Class Member requesting exclusion from the Settlement Class shall

be required to provide the following information to the Claims Administrator: (a) name, (b)

address, (c) telephone number, (d) identity and original face value of Certificates traceable to the

Offerings purchased (or otherwise acquired) or sold, (e) prices or other consideration paid or

received for such Certificates, (f) the date of each purchase or sale transaction; (g) proper evidence

of the transactions; and (h) a statement that the Person wishes to be excluded from the Settlement

Class. Unless otherwise ordered by the Court, any Settlement Class Member who does not submit

a timely written request for exclusion as provided by this section shall be bound by the Settlement.

Lead Plaintiffs shall request that the deadline for submitting requests for exclusion be twenty-one

(21) calendar days prior to the Final Approval Hearing.

35. The Claims Administrator shall scan and send electronically copies of all requests

for exclusion in PDF format (or such other format as shall be agreed) to Settling Defendants’

Counsel and to Lead Counsel expeditiously after the Claims Administrator receives such a request

(and in any event at least fourteen (14) calendar days prior to the Final Approval Hearing). As part

of the motion papers in support of this Settlement, Lead Counsel will cause to be provided a list of

all Persons who have requested exclusion from the Settlement Class, and shall cause to be certified

that all requests for exclusion received by the Claims Administrator have been copied and

provided to Settling Defendants’ Counsel.

MOTION FOR NOTICE ORDER

36. Lead Plaintiffs, by and through Lead Counsel, shall submit the Stipulation together

with its Exhibits to the District Court and shall move for the Court’s approval to publish a Notice

34


Order (substantially in the form annexed hereto as Exhibit A) setting a date for a Final Approval

Hearing.

MOTION FOR ENTRY OF FINAL JUDGMENT

37. The Settlement is expressly conditioned upon, among other things, the entry of an

Order and Final Judgment substantially in the form attached hereto as Exhibit B. Lead Plaintiffs,

by and through Lead Counsel, shall move for entry of the Order and Final Judgment, including,

among other things, the releases provided for therein.

38. The Order and Final Judgment shall contain a Bar Order substantially in the form

set forth in Exhibit B that permanently bars, enjoins and restrains any Person from commencing,

prosecuting, or asserting any Barred Claims against any of the Released Parties, whether as claims,

cross-claims, counterclaims, third-party claims, or otherwise, and whether asserted in the Action

or any other proceeding, in this Court, in any federal or state court, or in any other court, arbitration

proceeding, administrative agency, or other forum in the United States or elsewhere.

SUPPLEMENTAL AGREEMENT

39. Simultaneously herewith, Lead Plaintiffs, by and through Lead Counsel, and the

Settling Defendants are executing a “Supplemental Agreement” setting forth certain conditions

under which this Settlement may be terminated at the sole and absolute discretion of Settling

Defendants if potential Settlement Class Members who meet certain criteria exclude themselves

from the Settlement Class. The Supplemental Agreement shall not be filed with the District Court

unless and until a dispute among the Settling Parties concerning its interpretation or application

arises, in which event it shall be filed and maintained with the Court under seal. For this limited

purpose, the terms and conditions of the Supplemental Agreement may be disclosed to the Court,

35


and shall otherwise be kept confidential and shall not be disclosed to any other Person, unless

ordered by the Court.

40. If the Settling Defendants elect to terminate the Settlement pursuant to the

Supplemental Agreement and all the conditions in the Supplemental Agreement for termination

are satisfied, this Stipulation shall become null and void and of no further force and effect. In the

event the Settlement and this Stipulation are terminated, the provisions of paragraphs 18, 19, 41-43

shall survive termination.

WAIVER OR TERMINATION

41. Lead Plaintiffs and the Settling Defendants each shall have the right to terminate

the Settlement and this Stipulation by providing written notice of their election to do so

(“Termination Notice”) to the other within thirty (30) days of the date on which: (a) the District

Court declines to enter the Notice Order in any material respect; (b) the District Court refuses to

grant final approval to this Settlement or any material part of it; (c) the District Court declines to

enter the Order and Final Judgment in any material respect; (d) the Order and Final Judgment is

vacated, modified or reversed in any material respect; (e) an Alternative Judgment is vacated,

modified or reversed in any material respect; (f) the Effective Date otherwise does not occur; or (g)

any of the material terms of the Settlement, such as the payment of the Underwriter Defendant

Settlement Amount, is not satisfied. The Settling Defendants may also terminate the Settlement

and this Stipulation pursuant to paragraph 39. Lead Plaintiffs may also terminate the Settlement

pursuant to paragraph 9. The foregoing list is not intended to limit or impair the parties’ rights

under the law of contracts of the State of New York with respect to any breach of this Stipulation.

In the event the Settlement and this Stipulation are terminated, the provisions of paragraphs 18, 19,

41-43 shall survive termination.

36


42. Except as otherwise provided herein, in the event the Settlement and this

Stipulation are terminated or if the Effective Date fails to occur for any reason, the parties to this

Stipulation shall be deemed to have reverted nunc pro tunc to their respective status in the Action

as of July 23, 2014, and except as otherwise expressly provided, the parties shall proceed in all

respects as if this Stipulation and any related orders had not been entered and without any

prejudice in any way from the negotiation, fact or terms of this Settlement.

43. Except as otherwise provided herein, in the event of a withdrawal from or

termination of this Settlement for any reason, the balance of the Underwriter Defendant Settlement

Fund, less any Notice and Administration Expenses paid or incurred and less any Taxes and Tax

Expenses paid, incurred, or owing, shall be refunded to the Persons who funded the Underwriter

Defendant Settlement Amount, including interest accrued thereon, within ten (10) business days.

EFFECTIVE DATE OF SETTLEMENT

44. The Effective Date of Settlement shall be the latest date when all of the following

shall have occurred:

(a) the Settling Defendants no longer have any right under paragraph 39 to terminate

this Settlement, or if the Settling Defendants do have such right, they have given written notice to

Lead Counsel that they will not exercise such right;

(b) Lead Plaintiffs no longer have any right under paragraph 9 to terminate this

Settlement, or if the Lead Plaintiffs do have such right, they have given written notice to Settling

Defendants’ Counsel that they will not exercise such right;

(c) entry of the Notice Order;

(d) approval by the District Court of the Settlement following notice to the Settlement

Class and a hearing in accordance with Rule 23 of the Federal Rules of Civil Procedure;

37


(e) entry of the Order and Final Judgment, substantially in the form annexed hereto as

Exhibit B, or entry of an Alternative Judgment if, following entry of such Alternative Judgment,

neither Lead Plaintiffs nor the Settling Defendants elect to terminate this Settlement; and

(f) the Order and Final Judgment or Alternative Judgment has become Final.

NO ADMISSION OF WRONGDOING

45. Whether or not the Settlement is approved by the Court, and whether or not the

Settlement is consummated, the fact and terms of this Stipulation, including Exhibits, all

negotiations, discussions, drafts and proceedings in connection with the Settlement, and any act

performed or document signed in connection with the Settlement:

(a) shall not be offered or received against the Released Parties as evidence of a

presumption, concession, or admission of any fault, misrepresentation, or omission with respect to

any statement or written document approved or made by any Released Party, or against the

Settlement Class Representatives or other Settlement Class Members as evidence of any infirmity

in the claims of the Settlement Class Representatives or other Settlement Class Members;

(b) shall not be offered or received against the Released Parties, the Settlement

Class Representatives, or other Settlement Class Members as evidence of, or be deemed to be

evidence of, any presumption, concession or admission by any of the Released Parties or by the

Settlement Class Representatives or other Settlement Class claims with respect to the truth or

falsity of any allegation by the Settlement Class Representatives or the validity, or lack thereof, of

any claim that has been or could have been asserted in the Action or in any litigation, or the

deficiency of any defense that has been or could have been asserted in the Action or in any

litigation, or of any liability, negligence, fault or wrongdoing of the Released Parties;

38


(c) shall not be offered or received against the Released Parties, the Settlement

Class Representatives, or other Settlement Class Members as evidence of a presumption,

concession or admission with respect to any liability, negligence, fault or wrongdoing, or in any

way referred to for any other reason as against any of the parties to this Stipulation, in any

arbitration proceeding or other civil, criminal or administrative action or proceeding, other than

such proceedings as may be necessary to effectuate the provisions of this Stipulation; provided,

however, that the Released Parties may refer to it to effectuate the liability protection granted them

hereunder;

(d) shall not be construed or received in evidence as an admission, concession

or presumption against the Released Parties that Underwriter Defendant Settlement Amount

represents the amount which could be or would have been recovered after trial; and

(e) shall not be construed as or received in evidence as an admission,

concession or presumption against the Settlement Class Representatives or other Settlement Class

Members that any of their claims are without merit or that damages recoverable in the Action

would not have exceeded the Underwriter Defendant Settlement Amount.

MISCELLANEOUS PROVISIONS

46. All of the Exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein. Notwithstanding the foregoing, in the event that there exists a conflict or

inconsistency between the terms of this Stipulation and the terms of any Exhibit hereto, the terms

of this Stipulation shall prevail.

47. This Stipulation may not be modified or amended, nor may any of its provisions be

waived, except by a writing signed by all parties hereto or their successors-in-interest.

39


48. The headings herein are used for the purpose of convenience only and are not

meant to have legal effect.

49. Neither the Stipulation, the Settlement nor any act performed or document executed

pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be deemed to be or

may be used as an admission or evidence of the validity of any Released Claim or of any

wrongdoing or liability of any of the Released Parties; (b) is or may be deemed to be or may be

used as an admission or evidence of any fault or omission of any of the Released Parties in any

civil, criminal or administrative proceeding in any court, any arbitration proceeding or any

administrative agency or other tribunal, other than in such proceedings as may be necessary to

consummate or enforce the Stipulation, the Settlement or the Order and Final Judgment; or (c)

shall be deemed to release any claims for contribution or indemnity (whether contractual or

otherwise), however denominated, arising out of, based upon or related to the claims and

allegations asserted in the Action that the Released Parties may have against the sponsor and/or

issuer of the Offerings.

50. The parties to this Stipulation agree that the terms of the Settlement were negotiated

at arm’s length in good faith by the parties, and reflect a settlement that was reached voluntarily

based upon adequate information and after consultation with experienced legal counsel. Moreover,

the Settlement is intended to be a final and complete resolution of the Settling Parties’ disputes in

the Action. Accordingly, the Settling Parties agree not to assert any claim under Rule 11 of the

Federal Rules of Civil Procedure or any similar law, rule or regulation, that the Action was brought

or defended in bad faith or without a reasonable basis.

51. The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

40


52. This Stipulation and its Exhibits and the Supplemental Agreement constitute the

entire agreement among these parties, and no representations, warranties or inducements have

been made to any party concerning this Stipulation or its Exhibits and Supplemental Agreement,

other than the representations, warranties and covenants contained and memorialized in such

documents.

53. This Stipulation may be executed in one or more counterparts, including by

signature transmitted via facsimile, or by a .pdf/.tif image of the signature transmitted via e-mail.

All executed counterparts and each of them shall be deemed to be one and the same instrument.

54. The parties hereto and their respective counsel of record agree that they will use

their best efforts to obtain all necessary approvals of the District Court required by this Stipulation.

55. Each counsel signing this Stipulation represents that such counsel has authority to

sign this Stipulation on behalf of Lead Plaintiffs or Settling Defendants, as the case may be, and

that they have the authority to take appropriate action required or permitted to be taken pursuant to

this Stipulation to effectuate its terms.

56. This Stipulation shall be binding upon and shall inure to the benefit of the

successors and assigns of the parties hereto, including any and all Released Parties and any

corporation, partnership, or other entity into or with which any party hereto may merge,

consolidate or reorganize.

57. Notices required by this Stipulation shall be submitted either by any form of

overnight mail, e-mail, facsimile or in person to each of the signatories below.

58. The administration, consummation and enforcement of the Settlement as embodied

in this Stipulation shall be under the authority of the Court, and the parties intend that the Court

41


retain jurisdiction for the purpose of, inter alia, entering orders, providing for awards of attorneys’

fees and Litigation Expenses, and enforcing the terms of this Stipulation and the Settlement.

59. The construction, interpretation, operation, effect and validity of this Stipulation,

and all documents necessary to effectuate it, shall be governed by the internal laws of the State of

New York without regard to conflicts of laws, except to the extent that federal law requires that

federal law govern.

60. This Stipulation shall not be construed more strictly against one Settling Party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for

one of the Settling Parties, it being recognized that it is the result of arm’s-length negotiations

among the Settling Parties and all Settling Parties have contributed substantially and materially to

the preparation of this Stipulation.

42


IN WITNESS WHEREOF, the parties hereto have caused this Stipulation to be executed

~~ ~~~their duly aut razed attorneys on this f day of September 2014.

`Jo eph .~. (Ta ao~o, Jr. (JT- 94)N Cole Lav lee (pro hac ce)~e Califo nia Street, Suite 900an Francisco, CA 94111

Tel: (415) 433-3200Fax: (415) [email protected]@bermandevalerio.com

Patrick T. Egan (PE-6812)One Liberty SquareBoston, MA 02109Tel.: (617) 542-8300Fax: (617) [email protected]

Lead Counsel for Lead PlaintiffsWyoming State Treasurer andWyoming Retirement System andProposed Settlement Class Counsel

UNN & CR ~ TC~ R I,' P

~j ~; ~~ ~lobe ~. SerioAric H. WuJason Myatt200 Park AvenueNew York, NY 10166Tel: (212) 351-4000Fax: (212) [email protected]@gibsondunn.comj [email protected]

Attorneys for Settling Defendants Credit SuisseSecurities (USA) LLC, Deutsche BankSecurities Inc., J.P. Morgan Securities LLC,Morgan Stanley & Co. LLC, RBS SecuritiesInc., and UBS Securities LLC

43


Exhibit A






ALL ACTIONS

[EXHIBIT A TO STIPULATION]

[PROPOSED] ORDER CERTIFYING CLASS FOR SETTLEMENT AND APPROVING NOTICE TO THE SETTLEMENT CLASS

OF THE PROPOSED SETTLEMENT WITH UNDERWRITER DEFENDANTS

WHEREAS, Lead Plaintiffs Wyoming Retirement System and Wyoming State Treasurer

(“Lead Plaintiffs”), on behalf of themselves and each proposed member of the Settlement Class

(as hereinafter defined), have applied to the Court pursuant to Rule 23(e) of the Federal Rules of

Civil Procedure for an order in the above-captioned litigation (the “Action”) in accordance with

the Amended Stipulation and Agreement of Settlement, dated September 19, 2014 (the

“Stipulation” or the “Settlement”), which, together with the exhibits annexed thereto, sets forth

the terms and conditions for a proposed settlement in the Action with Defendants Credit Suisse

Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan

Stanley & Co. LLC, RBS Securities Inc., and UBS Securities LLC (the “Settling Defendants”);

WHEREAS, the Settling Defendants do not oppose Lead Plaintiffs’ application; and

WHEREAS, the Court is familiar with and has reviewed the record in the Action and has

reviewed the Stipulation, including the exhibits annexed thereto, and found good cause for

entering the following Order.


NOW, THEREFORE, IT IS HEREBY ORDERED:

1. This Order hereby incorporates by reference the definitions in the Stipulation, and

all capitalized terms, unless otherwise defined herein, shall have the same meanings as set forth

in the Stipulation.

2. Pending determination of whether the Settlement should be approved, Lead

Plaintiffs, Intervenor Plaintiffs, Proposed Intervenor Plaintiffs, other Settlement Class Members,

and anyone who acts or purports to act on their behalf, shall not institute, commence or prosecute

any action that asserts any of the Released Claims against any of the Released Parties.

CERTIFICATION OF SETTLEMENT CLASS

3. Pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure, the

Court hereby certifies, solely for purposes of effectuating the proposed Settlement (and without

an adjudication of the merits), a Settlement Class defined as:

All Persons who at any time purchased or otherwise acquired interests in the Certificates.1 Excluded from the Settlement Class are those Persons who purchased or otherwise acquired Certificates, but who have filed individual actions to separately pursue claims against the Settling Defendants relating to the Certificates or who have filed a valid request for exclusion in accordance with the requirements set forth in the Notice. Also excluded from the Settlement Class are Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, except for any Investment Vehicle, to the extent such entities themselves had a proprietary (i.e., for their own account) interest in the Certificates and not to the extent that they held Certificates in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the Settlement Class.

1 A complete list of the Certificates covered by this Settlement is listed on Table A-1 to the proof of claim and release form (“proof of claim”) annexed hereto as Exhibit 3.

2


4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby

appoints Lead Plaintiffs, City of Philadelphia Board of Pensions and Retirement, Los Angeles

County Employees Retirement Association, Police and Fire Retirement System of the City of

Detroit, Public Employees’ Retirement System of Mississippi, General Retirement System of the

City of Detroit, and Iowa Public Employees’ Retirement System as Settlement Class

Representatives.

5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, Lead Counsel

Berman DeValerio is appointed as Settlement Class Counsel and is authorized to act on behalf of

the Settlement Class Representatives and other Settlement Class Members, with respect to all

acts or consents required by or that may be given pursuant to the Stipulation, including all acts

that are reasonably necessary to consummate the Settlement.

APPOINTMENT OF CLAIMS ADMINISTRATOR

6. The Court approves the selection of Rust Consulting, Inc. by Settlement Class

Counsel as the Claims Administrator. Settlement Class Counsel may pay up to $600,000 from

the Underwriter Defendant Settlement Fund Escrow Account, without further approval from the

Settling Defendants or further order of the Court, for all reasonable Notice and Administration

Costs actually incurred. Such costs and expenses may include, without limitation, the actual

costs of publication, printing and mailing of the Notice and the Publication Notice (together, the

“Notices”), reimbursements to nominee owners for forwarding the Notices to their beneficial

owners, the administrative expenses actually incurred and fees reasonably charged by the Claims

Administrator in connection with searching for Settlement Class Members, and providing notices

and processing the submitted claims, and the reasonable fees, if any, of the Escrow Agent for the

3


Underwriter Defendant Settlement Fund. To the extent that Notice and Administration Costs

exceed $600,000, they may be paid only pursuant to further Order of the Court.

NOTICE TO SETTLEMENT CLASS

7. The Court approves the form, substance and requirements of the Notices, and

finds that the procedures established for publication, mailing and distribution of such Notices

substantially in the manner and form set forth in this Order constitute the best notice practicable

under the circumstances and are in full compliance with the notice requirements of due process,

Rule 23 of the Federal Rules of Civil Procedure, and Section 27 of the Securities Act of 1933,

15 U.S.C. § 77z-l(a)(7), as amended by the Private Securities Litigation Reform Act of 1995.

Under no circumstances shall any Settlement Class Member be relieved from the terms of the

Settlement, including the releases provided for therein, based upon the contention or proof that

such Settlement Class Member failed to receive adequate or actual notice.

8. Settlement Class Counsel shall cause the Notice, substantially in the form

annexed hereto as Exhibit 1, as well as the proof of claim, substantially in the form annexed

hereto as Exhibit 3, to be mailed, by first class mail, postage prepaid, on or before ten (10)

business days after entry of this Order setting a specific date and time for the Final Approval

Hearing, to all Settlement Class Members at the address of each such person, as set forth in the

records of IndyMac, its transfer agent(s) or the trustee for the Offerings. Pursuant to the

Stipulation, the Settling Defendants shall cooperate reasonably with Settlement Class Counsel in

identifying the names and addresses of potential Settlement Class Members.

9. Settlement Class Counsel shall cause the Publication Notice, substantially in the

form annexed hereto as Exhibit 2, to be published once in the national edition of Investor’s

4


Business Daily and once over the PR Newswire within five (5) calendar days of the mailing of

the Notice.

10. Settlement Class Counsel shall, at or before the Final Approval Hearing, file with

the Court proof of mailing of the Notice and proof of publication of the Publication Notice.

11. To effectuate the provision of Notice provided for in paragraphs 7-9 hereof,

Settlement Class Counsel or its agents shall lease and maintain a post office box of adequate size

for the return of the relevant mailing. The Notice shall designate said post office box as the

return address for the purposes designated in the Notice. Settlement Class Counsel or its agents

shall be responsible for the receipt of all responses from the Settlement Class and, until further

order of the Court, shall preserve all entries of appearance and all other written communications

from Settlement Class Members, nominees or any other person or entity in response to the

Notice or Publication Notice.

12. Settlement Class Counsel shall use reasonable efforts to give notice to nominee

owners such as brokerage firms and other persons or entities who purchased or otherwise

acquired the relevant securities as record owners but not as beneficial owners. Such nominees

who hold or held such securities for beneficial owners who are Settlement Class Members are

directed to send a copy of the Notice to the beneficial owner of the securities postmarked no

more than seven (7) calendar days from the date of receipt of the Notice, or to provide the names

and addresses of such persons no later than seven (7) calendar days from the date of receipt of

the Notice to the Claims Administrator at the address specified in the Notice, who shall promptly

send a copy of the Notice to such beneficial owners. Upon full compliance with this Order, such

nominees may seek reimbursement of their reasonable expenses actually incurred in complying

with this Order by providing the Claims Administrator with proper documentation supporting the

5


expenses for which reimbursement is sought. Such properly-documented expenses incurred by

nominees in compliance with the terms of this Order shall be paid from the Underwriter

Defendant Settlement Fund.

REQUEST FOR EXCLUSION FROM THE SETTLEMENT CLASS

13. Any Person requesting exclusion from the Settlement Class must mail the request

in written form to the address designated in the Notice, such that it is received no later than

____________, 201___ [21 calendar days prior to the Final Approval Hearing]. Such request for

exclusion must clearly indicate the name, address and telephone number of the Person seeking

exclusion, that the sender requests to be excluded from the Settlement Class in the In re IndyMac

Mortgage-Backed Securities Litigation, Civil Action No. 09 Civ. 04583 (LAK) (S.D.N.Y.), and

must be signed by such Person. Such Persons requesting exclusion are also directed to provide

the following information: (a) identity and original face value and class (with CUSIP number) of

the Certificates purchased (or otherwise acquired) or sold; (b) prices or other consideration paid

or received for such Certificates; (c) the date of each purchase or sale transaction; (d) proper

evidence of the transactions; and (e) a statement that the Person wishes to be excluded from the

Settlement Class. The request for exclusion shall not be effective unless it provides the required

information and is made within the time stated above, or the exclusion is otherwise accepted by

the Court.

14. Any Person who requests to be and is excluded from the Settlement Class shall

not be entitled to receive any payment out of the Underwriter Defendant Net Settlement Fund as

described in the Stipulation and Notice.

6


HEARING: RIGHT TO BE HEARD

15. The Court shall conduct a hearing (the “Final Approval Hearing”) at the United

States District Court for the Southern District of New York, 500 Pearl Street, New York, New

York 10007. The Final Approval Hearing will be held on _________ at __ a.m./p.m. for the

following purposes:

(a) to determine whether the proposed Settlement on the terms and conditions

provided for in the Stipulation is fair, reasonable and adequate, and should be finally approved

by the Court;

(b) to determine whether the Order and Final Judgment as provided for under

the Stipulation should be entered, dismissing the Action as to the Settling Defendants, on the

merits and with prejudice, and to determine whether the release by the Settlement Class of the

Released Claims, as set forth in the Stipulation, should be ordered;

(c) to determine whether the Plan of Allocation is fair and reasonable and

should be approved by the Court;

(d) to determine whether the motion by Lead Counsel and the additional

Settlement Class Representatives’ counsel (collectively, “Counsel”) for attorneys’ fees and

reimbursement of Litigation Expenses incurred should be approved; and

(e) to rule upon such other matters as the Court may deem appropriate.

16. Lead Counsel shall submit its papers in support of final approval of the

Underwriter Defendant Settlement, Plan of Allocation, and the motion for attorneys’ fees and

reimbursement of Litigation Expenses by no later than thirty-five (35) calendar days before the

Final Approval Hearing. Reply papers, if any, shall be filed no later than seven (7) calendar days

before the Final Approval Hearing.

7


17. Any Settlement Class Member who has not requested exclusion from the

Settlement Class may appear at the Final Approval Hearing to show cause: (a) why the proposed

Settlement should not be approved as fair, reasonable and adequate; (b) why a judgment should

not be entered thereon; (c) why the Plan of Allocation should not be approved; or (d) why

Counsel’s motion for attorneys’ fees and for reimbursement of Litigation Expenses incurred to

date should not be granted, provided, however, that no member of the Settlement Class shall be

heard or entitled to contest the approval of the terms and conditions of the proposed Settlement,

the Plan of Allocation, and/or and the Order to be entered approving the same or the attorneys’

fees and reimbursement of Litigation Expenses requested, unless, no later than twenty-one (21)

calendar days before the Final Approval Hearing, such Settlement Class Member has served, by

hand or by overnight delivery, written objections setting forth the basis therefor, and copies of

any supporting papers and briefs upon the following counsel:

Lead Counsel and Settlement Class Counsel Patrick T. Egan, Esq. Berman DeValerio One Liberty Square Boston, Massachusetts 02109

Settling Defendants’ Counsel Robert F. Serio, Esq. Aric H. Wu, Esq. Jason W. Myatt, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166

and has filed said objections, papers and briefs, showing due proof of service upon Lead Counsel

and Settlement Class Counsel and the Settling Defendants’ Counsel, with the Clerk of the United

States District Court for the Southern District of New York, 500 Pearl Street, New York, New

York 10007. Any objection must include: (a) the full name, address, and phone number of the

objecting Settlement Class Member; (b) a list and documentation of all of the Settlement Class

Member’s transactions involving the Certificates, including brokerage confirmation receipts or

8


other competent documentary evidence of such transactions, including the amount and date of

each purchase or sale and the prices paid and/or received; (c) a written statement of all grounds

for the objection accompanied by any legal support for the objection; (d) copies of any papers,

briefs or other documents upon which the objection is based; (e) a list of all persons who will be

called to testify in support of the objection; (f) a statement of whether the objector intends to

appear at the Final Approval Hearing; (g) a list of other cases in which the objector or the

objector’s counsel have appeared either as settlement objectors or as counsel for objectors in the

preceding five years; and (h) the objector’s signature, even if represented by counsel. Persons

who intend to object to the Settlement, the Plan of Allocation, and/or to Counsel’s motion for

attorneys’ fees and for reimbursement of Litigation Expenses, and who desire to present

evidence at the Final Approval Hearing, must include in their written objections the identity of

any witnesses they intend to call to testify and exhibits they intend to introduce into evidence at

the Final Approval Hearing.

18. Any Settlement Class Member who does not object in the manner prescribed

above shall be deemed to have waived such objection and shall be forever barred from

requesting exclusion from the Settlement Class, or making any objection to the fairness,

adequacy or reasonableness of the Settlement, or the Order and Final Judgment, the Plan of

Allocation, and/or Counsel’s motion for attorneys’ fees and reimbursement of Litigation

Expenses, and shall be bound by the Settlement and the Order and Final Judgment, including, but

not limited to the release of the Released Claims provided for in the Stipulation and the Order

and Final Judgment, if the Court approves the Settlement.

19. If approved, all Settlement Class Members will be bound by the proposed

Settlement provided for in the Stipulation, and by any judgment or determination in the Action,

9


whether favorable or unfavorable to the Settlement Class, regardless of whether or not a

Settlement Class Member executes and delivers a proof of claim form.

20. Any Settlement Class Member may enter an appearance in the Action at his, her,

or its own expense, individually or through counsel of his, her, or its own choice. If a Settlement

Class Member does not enter an appearance, he, she, or it will be represented by Settlement

Class Counsel.

21. The Court expressly reserves the right to adjourn the Final Approval Hearing

without any further notice to Settlement Class Members other than an announcement at the Final

Approval Hearing, and to approve the Stipulation and/or a Plan of Allocation, with modification

approved by the parties to the Stipulation, without further notice to Settlement Class Members.

The Court further reserves the right to enter its Order and Final Judgment approving the

Settlement and dismissing the Action on the merits and with prejudice as to Settling Defendants,

regardless of whether it has approved a Plan of Allocation or awarded attorneys’ fees and

reimbursement of Litigation Expenses.

CLAIMS PROCESS

22. In order to be entitled to participate in the Settlement and eligible to share in the

Underwriter Defendant Net Settlement Fund, a Settlement Class Member must complete and

submit a proof of claim form in accordance with the instructions contained therein. To be valid

and accepted, proof of claim forms submitted in connection with the Settlement must be

postmarked no later than _________________ [120 days from date of this Order].

23. Any Settlement Class Member who does not timely submit a valid proof of claim

form shall not be eligible to share in the Underwriter Defendant Net Settlement Fund, unless

otherwise ordered by the Court, but nonetheless shall be barred and enjoined from asserting any

10


of the Released Claims and shall be bound by any judgment or determination of the Court

affecting Settlement Class Members.

24. All funds held in the Underwriter Defendant Settlement Fund Escrow Account

shall be deemed and considered to be in custodia legis and shall remain subject to the jurisdiction

of the Court until such time as such funds shall be distributed pursuant to the Stipulation and/or

further order of the Court.

25. Lead Counsel or its agents are authorized and directed to prepare any tax returns

required to be filed for the Underwriter Defendant Settlement Fund Escrow Account and to cause

any Taxes or Tax Expenses due and owing to be paid from the Underwriter Defendant

Settlement Fund Escrow Account without further Order of the Court, and to otherwise perform

all obligations with respect to Taxes and any reportings or filings in respect thereof as

contemplated by the Stipulation without further Order of the Court.

26. None of the Settling Defendants, nor any of the other Released Parties, shall have

any liability or responsibility whatsoever for any Plan of Allocation nor for any motion for

attorneys’ fees or for reimbursement of Litigation Expenses submitted by Counsel, that may be

submitted in connection with final approval of this proposed Settlement or at a later date, and

such matters will be considered separately from the fairness, reasonableness and adequacy of the

Settlement.

27. Unless otherwise provided in the Stipulation, there shall be no distribution of any

of the Underwriter Defendant Net Settlement Fund to any Settlement Class Member until a Plan

of Allocation is finally approved and is affirmed on appeal or certiorari or is no longer subject to

review by appeal or certiorari and the time for any petition for rehearing, appeal or review,

whether by certiorari or otherwise, has expired.

11


28. The administration of the proposed Settlement and the determination of all

disputed questions of law and fact with respect to the validity of any Claim or right of any person

or entity to participate in the distribution of the Underwriter Defendant Net Settlement Fund shall

remain under the authority of this Court.

29. The Court retains exclusive jurisdiction over the Action to consider all further

matters arising out of or connected with the Settlement. In the event the Settlement does not

become Final, for any reason (including any party’s exercise of a valid right to terminate under

the Stipulation), the Stipulation, except as otherwise provided therein, including any

amendment(s) thereto, and this Order, including but not limited to the certification of the

Settlement Class provided in paragraph 3 herein, shall be null and void, of no further force or

effect, and without prejudice to any party, and may not be introduced as evidence or referred to

in any action or proceedings by any person or entity, the parties to the Stipulation shall be

restored to their respective positions in the Action immediately before July 23, 2014, and, except

as otherwise expressly provided, the parties shall proceed in all respects as if the Stipulation and

any related orders had not been entered, and the balance of the Underwriter Defendant

Settlement Fund, less any Notice and Administration Expenses paid or incurred and less any

Taxes and Tax Expenses paid, incurred or owing, shall be refunded to the Settling Defendants

that funded the Underwriter Defendant Settlement Amount, including interest accrued thereon,

within ten (10) business days.

30. The fact and terms of this Order and the Settlement, all negotiations, discussions,

drafts and proceedings in connection with this Order and the Settlement, and any act performed

or document signed in connection with this Order and the Settlement, shall not, in this or any

other Court, administrative agency, arbitration forum or other tribunal, constitute an admission

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of, or evidence of, or be deemed to create any inference of: (a) any acts of wrongdoing or lack of

wrongdoing; (b) any liability on the part of the Settling Defendants to Lead Plaintiff, any

Settlement Class Member, or anyone else; (c) any deficiency of any claim or defense that has

been or could have been asserted in the Action; (d) any damages or lack of damages suffered by

Lead Plaintiff, any Settlement Class Member, or anyone else; or (e) that the Underwriter

Defendant Settlement Amount (or any other amount) represents the amount that could or would

have been recovered in this Action if it was not settled at this point in time. The fact and terms

of this Order and the Settlement, all negotiations, discussions, drafts and proceedings in

connection with this Order and the Settlement, and any act performed or document signed in

connection with this Order and the Settlement, shall not be offered or received in evidence or

used for any other purpose in this or any other proceeding in any court, administrative agency,

arbitration forum or other tribunal, except as necessary to enforce the terms of this Order and/or

the Settlement, including, but not limited to, the Order and Final Judgment and the release of the

Released Claims provided for in the Stipulation and the Order and Final Judgment.

Dated: New York, New York

_______________________, 2014

HONORABLE LEWIS A. KAPLAN UNITED STATES DISTRICT JUDGE

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Exhibit A-1




Master Docket No. 09-Civ. 04583 (LAK)

ECF CASE


ALL ACTIONS

[EXHIBIT A-1 TO STIPULATION]

NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT WITH UNDERWRITER DEFENDANTS, PLAN OF ALLOCATION, FINAL APPROVAL

HEARING FOR SETTLEMENT WITH UNDERWRITER DEFENDANTS, VOLUNTARY DISMISSAL OF DEFENDANT INDYMAC MBS, INC., AND MOTION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

Notice of Pendency of Class Action: Please be advised that your rights may be affected by the above-captioned class action lawsuit pending in this Court (the “Action”) if you purchased or otherwise acquired interests in the securities that were issued by the following trusts and offered pursuant to public filings with the U.S. Securities and Exchange Commission (the “Certificates”):1

IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H2

IndyMac INDX Mortgage Loan Trust 2006-AR29



IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D


IndyMac IMJA Mortgage Loan Trust 2007-A1 IndyMac INDX Mortgage Loan Trust 2006-AR37 IndyMac IMJA Mortgage Loan Trust 2007-A2 IndyMac INDX Mortgage Loan Trust 2006-AR41 IndyMac IMJA Mortgage Loan Trust 2007-A3 IndyMac INDX Mortgage Loan Trust 2006-FLX1 IndyMac IMJA Mortgage Loan Trust 2007-A4 IndyMac INDX Mortgage Loan Trust 2006-R1

1 The CUSIP numbers for the Certificates are set forth in Table A-1 to the Plan of Allocation (as defined in ¶ 42 herein), which is attached as Appendix A to the accompanying Proof of Claim and Release form (“proof of claim form”) and also available on the Settlement website: http://indymacmbsclassaction.com.


IndyMac IMSC Mortgage Loan Trust 2007-AR1 IndyMac INDX Mortgage Loan Trust 2007-AR15 IndyMac IMSC Mortgage Loan Trust 2007-F1 IndyMac INDX Mortgage Loan Trust 2007-AR17 IndyMac IMSC Mortgage Loan Trust 2007-F2 IndyMac INDX Mortgage Loan Trust 2007-AR19 IndyMac IMSC Mortgage Loan Trust 2007-F3 IndyMac INDX Mortgage Loan Trust 2007-AR21IP IndyMac IMSC Mortgage Loan Trust 2007-HOA1 IndyMac INDX Mortgage Loan Trust 2007-AR5 IndyMac INDA Mortgage Loan Trust 2006-AR1 IndyMac INDX Mortgage Loan Trust 2007-AR9 IndyMac INDA Mortgage Loan Trust 2006-AR2 IndyMac INDX Mortgage Loan Trust 2007-FLX3 IndyMac INDA Mortgage Loan Trust 2007-AR1 IndyMac Residential Mortgage-Backed Trust Series

2006-L2 IndyMac INDA Mortgage Loan Trust 2007-AR2 Residential Asset Securitization Trust 2006-A11 IndyMac INDA Mortgage Loan Trust 2007-AR7 Residential Asset Securitization Trust 2006-A12 IndyMac INDA Mortgage Loan Trust 2007-AR8 Residential Asset Securitization Trust 2006-A13 IndyMac INDA Mortgage Loan Trust 2007-AR9 Residential Asset Securitization Trust 2006-A14CB IndyMac INDX Mortgage Loan Trust 2006-AR13 Residential Asset Securitization Trust 2006-A15 IndyMac INDX Mortgage Loan Trust 2006-AR15 Residential Asset Securitization Trust 2006-A7CB IndyMac INDX Mortgage Loan Trust 2006-AR21 Residential Asset Securitization Trust 2006-R2 IndyMac INDX Mortgage Loan Trust 2006-AR23 Residential Asset Securitization Trust 2007-A1 IndyMac INDX Mortgage Loan Trust 2006-AR25 Residential Asset Securitization Trust 2007-A5 IndyMac INDX Mortgage Loan Trust 2006-AR27 Residential Asset Securitization Trust 2007-A8 Notice of Settlement with Underwriter Defendants: Please also be advised that Lead Plaintiffs, on behalf of a settlement class (referred to herein as the “Underwriter Defendant Settlement Class” and as defined in ¶ 1 below), and Defendants Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., and UBS Securities LLC (collectively, the “Underwriter Defendants”), have reached a settlement in the Action (the “Underwriter Defendant Settlement”). The terms of the Underwriter Defendant Settlement are set forth in the Amended Stipulation and Agreement of Settlement, dated September 19, 2014 that has been filed with the Court (the “Stipulation of Settlement”). Pursuant to the Stipulation of Settlement, the Underwriter Defendants will cause $340 million to be deposited into a settlement fund in exchange for a release of claims by Settlement Class Members.

Notice of Voluntary Dismissal of Defendant IndyMac MBS, Inc.: Please also be advised that Lead Plaintiffs intend to voluntarily dismiss Defendant IndyMac MBS, Inc. (“IndyMac MBS”), the sole remaining non-settling defendant, without prejudice from the Action. Lead Plaintiffs’ proposed dismissal of IndyMac MBS from the Action is not part of the Underwriter Defendant Settlement. Based on information obtained through discovery, including receipt of a sworn declaration from IndyMac MBS, Lead Plaintiffs believe that any judgment entered against IndyMac MBS would be uncollectible. Accordingly, Lead Plaintiffs intend to voluntarily dismiss IndyMac MBS from the Action without prejudice.

This Notice explains important rights you may have. Your legal rights will be affected whether or not you act. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY!

1. Description of the Underwriter Defendant Settlement and the Underwriter Defendant Settlement Class: This Notice relates to a proposed settlement of a class action lawsuit with the Underwriter Defendants. If approved by the Court, the Underwriter Defendant Settlement will apply to the following “Underwriter Defendant Settlement Class”: All persons

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or entities who at any time purchased or otherwise acquired interests in the Certificates. Excluded from the Underwriter Defendant Settlement Class are those persons or entities who purchased or otherwise acquired Certificates, but who have filed individual actions to separately pursue claims against the Underwriter Defendants relating to the Certificates or who have filed a valid request for exclusion. Also excluded from the Underwriter Defendant Settlement Class are the Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, except for any Investment Vehicle,2 to the extent such entities themselves had a proprietary (i.e., for their own account) interest in the Certificates and not to the extent that they held Certificates in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the Underwriter Defendant Settlement Class. Anyone with questions as to whether or not they are excluded from the Underwriter Defendant Settlement Class may call the Claims Administrator, Rust Consulting, Inc., toll-free at: (877) 773-8195.

2. Statement of Recovery to the Underwriter Defendant Settlement Class: Pursuant to the Stipulation of Settlement, the Underwriter Defendants will cause $340 million in cash to be deposited into an interest-bearing escrow account (the “Underwriter Defendant Settlement Fund”) in exchange for dismissal of the Action against them and an order forever barring Underwriter Defendant Settlement Class Members from pursuing any Released Claims (as defined in ¶ 49 below) against them. Once the Underwriter Defendant Settlement is finally approved by the Court, the Underwriter Defendant Settlement Fund less all Taxes and Tax Expenses, Notice and Administration Costs, and attorneys’ fees and Litigation Expenses awarded to Lead Counsel (as those terms are defined in the Stipulation of Settlement) (the “Underwriter Defendant Net Settlement Fund”) will be distributed to Underwriter Defendant Settlement Class Members (as defined in ¶ 1 above) in accordance with a Plan of Allocation that sets forth how the Underwriter Defendant Net Settlement Fund is to be allocated among Authorized Claimants (as defined in ¶ 42 below).

3. Statement of Average Distribution Per $1,000 in Initial Certificate Value: The Underwriter Defendant Settlement Fund consists of $340 million plus interest earned thereon. Based on the total initial face dollar value of the Certificates as stated in the prospectus supplements (without subtracting the principal pay downs received on the Certificates), and assuming all purchasers of the initially offered Certificates elect to participate, the estimated average distribution before deducting attorneys’ fees and reimbursement of Litigation Expenses is $14.42 per $1,000 in initial certificate value of the Certificates. Underwriter Defendant Settlement Class Members may recover more or less than this amount depending on, among other factors, when their Certificates were purchased or sold, the amount of principal that has been repaid, the value of the Certificates on the applicable date of first suit, the number of

2 “Investment Vehicle” means any investment company or pooled investment fund (including, but not limited to, mutual fund families, exchange-traded funds, fund of funds and hedge funds) in which any Defendant has or may have a direct or indirect interest, or as to which its affiliates may act as an investment advisor, general partner, managing member, or other similar capacity, but of which any Defendant or any of its respective affiliates is not a majority owner or does not hold a majority beneficial interest.

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Underwriter Defendant Settlement Class Members who timely file proof of claim forms and the Plan of Allocation, as more fully described below in this Notice.

4. Statement of the Parties’ Position on Damages: The Underwriter Defendants deny all claims of wrongdoing, fault or liability to Lead Plaintiffs and/or the Underwriter Defendant Settlement Class. The Underwriter Defendants further deny that Lead Plaintiffs or the Underwriter Defendant Settlement Class have suffered any damages, that the price of the Certificates were artificially inflated at any time as the result of any alleged misrepresentations or omissions, and that Lead Plaintiffs or the Underwriter Defendant Settlement Class were harmed by the conduct alleged in the Action. The issues on which the parties disagree include, but are not limited to: (1) whether the alleged misrepresentations in the offering documents for the Certificates were material, untrue or misleading, or whether the offering documents omitted material information; (2) whether the Underwriter Defendants are otherwise liable under the securities laws for those statements or omissions; and (3) whether the price of the Certificates were artificially inflated at any time as the result of any alleged misrepresentation and omission in the offering documents.

5. Statement of Attorneys’ Fees and Litigation Expenses Sought: Prior to final distribution of funds, Lead Counsel and the additional Settlement Class Representatives’ counsel (“Counsel”) will apply to the Court for an award of attorneys’ fees in an amount not to exceed 13% of the sum of (i) the Underwriter Defendant Settlement Fund; and (ii) the Individual Defendant Settlement Fund previously obtained in connection with a settlement with Defendants S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick and Victor H. Woodworth.3 In connection with the Individual Defendant Settlement, the Court has approved reimbursement of expenses totaling $916,058.44 and issued two Interim Expense awards permitting the withdrawal of an additional $1,000,229.81 in expenses. This does not cover all outstanding Litigation Expenses, and does not include the reasonable costs and expenses of Lead Plaintiffs (and other named Plaintiffs) directly related to their representation of the Individual Defendant and Underwriter Defendant classes. Counsel intend to seek reimbursement of additional Litigation Expenses in an amount not to exceed $3,400,000. Lead Counsel will also seek that the reimbursement of all Litigation Expenses (including Litigation Expenses previously awarded) be allocated proportionally between the Individual Defendant Settlement Fund (1.73% of all Litigation Expenses) and Underwriter Defendant Settlement Fund (98.27% of all Litigation Expenses). Based on the total initial face dollar value of the Certificates as stated in the prospectus supplements (without subtracting the principal pay downs received on the Certificates), and assuming all purchasers of the initially offered Certificates elect to participate, if the Court approves Counsel’s fee request and Litigation Expense application, as well as Lead Counsel’s proposed allocation between the two settlements, the estimated average cost is $2.10 per $1,000 in initial certificate value of the Certificates. The actual cost may be more or less than this amount depending on, among other factors, when the Certificates were purchased or

3 On December 18, 2012, the Court granted final approval to Lead Plaintiffs’ settlement for $6 million in cash with Defendants S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick and Victor H. Woodworth. Lead Counsel has not previously applied for an award of attorneys’ fees from either the Underwriter Defendant Settlement Fund or the Individual Defendant Settlement Fund.

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sold, the amount of principal that has been repaid, the value of the Certificates on the date claims relating to the Certificates were first asserted in the Action, the number of Underwriter Defendant Class Members who timely file proof of claim forms and the Plan of Allocation.

6. Identification of Attorneys’ Representatives: Lead Plaintiffs and the Underwriter Defendant Settlement Class are being represented by Berman DeValerio. Any questions regarding the Underwriter Defendant Settlement, the Plan of Allocation, Lead Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses and Lead Counsel’s request to dismiss IndyMac MBS from the Action should be directed to Patrick T. Egan, Esq. at Berman DeValerio, One Liberty Square, Boston, MA 02109, (800) 516-9926, [email protected].

YOUR LEGAL RIGHTS AND OPTIONS IN CONNECTION WITH THE PROPOSED SETTLEMENT WITH THE UNDERWRITER DEFENDANTS

DO NOTHING Get no payment from the Underwriter Defendant Settlement. Remain an Underwriter Defendant Settlement Class Member. Underwriter Defendant Settlement Class Members who choose this option give up their rights.

REMAIN A MEMBER OF THE UNDERWRITER DEFENDANT SETTLEMENT CLASS AND SUBMIT A PROOF OF CLAIM FORM BY __________.

This is the only way to be eligible to receive a payment from the Underwriter Defendant Settlement.

If you are a member of the Underwriter Defendant Settlement Class (i.e., you do not exclude yourself from the Underwriter Defendant Settlement Class) but fail to complete and submit the proof of claim form, you will get no payment, but remain a Underwriter Defendant Settlement Class Member and give up your rights.

EXCLUDE YOURSELF FROM THE UNDERWRITER DEFENDANT SETTLEMENT CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION SO THAT IT IS RECEIVED NO LATER THAN ________.

Underwriter Defendant Settlement Class Members who choose this option receive no payment from the Underwriter Defendant Settlement. If you exclude yourself from the Underwriter Defendant Settlement Class, you may be able to seek recovery against the Underwriter Defendants or other Released Parties through other litigation.

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COMMENT ON (INCLUDING OBJECTING TO) THE (i) UNDERWRITER DEFENDANT SETTLEMENT; (ii) PLAN OF ALLOCATION; OR (iii) REQUEST FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES BY SUBMITTING WRITTEN OBJECTIONS SO THAT THEY ARE RECEIVED NO LATER THAN ________.

Write to the Court and explain why you do not like the Underwriter Defendant Settlement, the Plan of Allocation, and/or any request for attorneys’ fees and reimbursement of Litigation Expenses. If you exclude yourself from the Underwriter Defendant Settlement Class, you cannot object to the Underwriter Defendant Settlement, the Plan of Allocation, or the request for attorneys’ fees and reimbursement of Litigation Expenses.

GO TO THE HEARING ON _______ AT __:___ _.M. AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN _______.

Ask to speak in Court about the fairness of the Underwriter Defendant Settlement, the Plan of Allocation, and any request for attorneys’ fees and reimbursement of Litigation Expenses.

YOUR LEGAL RIGHTS AND OPTIONS IN CONNECTION WITH THE PROPOSED VOLUNTARY DISMISSAL OF DEFENDANT INDYMAC MBS FROM THE ACTION

COMMENT ON (INCLUDING OBJECTING TO) THE PROPOSED DISMISSAL OF INDYMAC MBS BY SUBMITTING WRITTEN OBJECTIONS SO THAT THEY ARE RECEIVED NO LATER THAN ________.

Write to the Court and explain why you do not like Lead Plaintiffs’ proposed dismissal of IndyMac MBS from the Action.

GO TO THE HEARING ON _______ AT __:___ _.M. AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN _______.

Ask to speak in Court about the fairness of the proposed dismissal of IndyMac MBS from the Action.

DO NOTHING You will be bound by any judgment entered in the Action regarding IndyMac MBS.

WHAT THIS NOTICE CONTAINS

Why Did I Get This Notice? Page

What Is This Case About? What Has Happened So Far? Page

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How Do I Know If I Am Affected By The Settlement With The Underwriter Defendants? Page

What Are The Lead Plaintiffs’ Reasons For Settling With The Underwriter Defendants? Page

What Might Happen If There Were No Settlement With The Underwriter Defendants? Page

How Much Will My Payment Be? When Will I Receive It? Page

What Rights Am I Giving Up By Agreeing To The Underwriter Defendant Settlement? Page

What Payment Are The Attorneys For The Class Seeking?

How Will The Lawyers Be Paid? Page

How Do I Participate In The Underwriter Defendant Settlement?

What Do I Need To Do? Page

What If I Object To Lead Plaintiffs’ Proposed Dismissal Of Defendant IndyMac MBS From The Action? Page

What If I Do Not Want To Be A Part Of The Settlement With The Underwriter Defendants?

How Do I Exclude Myself? Page

When And Where Will The Court Decide Whether To Approve The Underwriter Defendant Settlement, The Plan Of Allocation And Lead Counsel’s Request For Attorneys’ Fees And Reimbursement Of Litigation Expenses?

Do I Have To Come To The Hearing?

May I Speak At The Hearing If I Don’t Like The Settlement? Page

What If I Bought Certificates On Someone Else’s Behalf? Page

Can I See The Court File? Who Should I Contact If I Have Questions? Page

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WHY DID I GET THIS NOTICE?

7. This Notice is being sent to you pursuant to an Order of the U.S. District Court for

the Southern District of New York (the “Court”) because you or someone in your family may have purchased or otherwise acquired interests in one or more of the Certificates described above. The Court has directed us to send you this Notice because, as a potential Underwriter Defendant Settlement Class Member, you have a right to know about your options before the Court decides whether to approve the Underwriter Defendant Settlement. Additionally, you have the right to understand how a class action lawsuit may generally affect your legal rights.

8. A class action is a type of lawsuit in which the claims of a number of individuals are resolved together, thus providing the class members with both consistency and efficiency. In a class action lawsuit, the Court selects one or more people, known as class representatives or lead plaintiffs, to sue on behalf of all people with similar claims, commonly known as the class or the class members. Once the class is certified, the Court must resolve all issues on behalf of the class members, except for any persons who choose to exclude themselves from the class. (For more information on excluding yourself from the Class, please read “What If I Do Not Want To Be A Part of The Settlement With The Underwriter Defendants? How Do I Exclude Myself?” located below). In the Action, the Court has directed that Lead Plaintiffs and Lead Counsel have primary responsibility for prosecuting all claims against Defendants on behalf of investors in the Certificates described above.

9. The Court in charge of this case is the U.S. District Court for the Southern District of New York, and the case is known as In re: IndyMac Mortgage-Backed Securities Litigation, Civil Action No. 09 Civ. 004583 (LAK) (S.D.N.Y.). The Judge presiding over this case is the Honorable Lewis A. Kaplan, U.S. District Judge. The people who are suing are called plaintiffs, and those who are being sued are called defendants. In this case, the Court has appointed Wyoming Retirement System and Wyoming State Treasurer as Lead Plaintiffs, and the Defendants include the Underwriter Defendants, IndyMac MBS (whom Lead Plaintiffs propose to dismiss from the case), and the Defendants S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick and Victor H. Woodworth (with whom Lead Plaintiffs reached a settlement in 2012). IndyMac Bank, F.S.B., the Sponsor, Seller and initial Servicer of the Certificates described above, is not a party to this Action because it was placed in FDIC receivership on July 11, 2008.

10. This Notice explains the lawsuit, the proposed Underwriter Defendant Settlement,

your legal rights, what benefits are available, who is eligible for them, and how to get them. The purpose of this Notice is to inform you of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Underwriter Defendant Settlement if you wish to do so. It also is being sent to inform you of (a) the terms of the Underwriter Defendant Settlement; (b) the proposed Plan of Allocation; (c) Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses; (d) Lead Plaintiffs’ proposed dismissal of IndyMac MBS from the Action; and (e) a hearing to be held by the Court to consider the fairness, reasonableness and adequacy of the Underwriter Defendant Settlement, the terms of the proposed Plan of Allocation, and Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses (the “Settlement Hearing”).

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11. The Settlement Hearing will be held on ___________, at __________ __.m.,

before the Honorable Lewis A. Kaplan, at the United States District Court for the Southern District of New York, 500 Pearl Street, Courtroom 21B, New York, New York 10007, to determine:

(i) whether the Underwriter Defendant Settlement on the terms and

conditions provided for in the Stipulation of Settlement between Lead Plaintiffs and the Underwriter Defendants is fair, reasonable and adequate, and should be finally approved by the Court;

(ii) whether an Order and Final Judgment should be entered dismissing the

Action, on the merits and with prejudice, against the Underwriter Defendants, and forever barring the Underwriter Defendant Settlement Class Members from pursuing any Released Claims (as defined in ¶ 49 below) against the Released Parties (as defined in ¶ 50 below);

(iii) whether the Plan of Allocation is fair and reasonable and should be

approved by the Court; (iv) whether Counsel’s application for attorneys’ fees and reimbursement of

Litigation Expenses incurred should be approved by the Court; and (v) other such matters as the Court may deem necessary.

12. This Notice does not express any opinion by the Court concerning the merits of

any claim in the Action, and the Court still has to decide whether to approve the Underwriter Defendant Settlement.

13. Although not part of the Underwriter Defendant Settlement, Lead Plaintiffs also may seek at the Settlement Hearing the Court’s approval Lead Plaintiffs’ proposed dismissal of IndyMac MBS from the Action.

WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?

14. On May 14, 2009, Police and Fire Retirement System of the City of Detroit v. IndyMac MBS, Inc., et al., No. 09 Civ. 04583 (S.D.N.Y.) (the “Detroit Action”), was filed.

15. On June 29, 2009, Wyoming State Treasurer, et al. v. Olinski, et al., No. 09 Civ. 05933 (S.D.N.Y.) (the “Wyoming Action”), was filed.

16. By an order entered on July 29, 2009, the Court (i) consolidated the Detroit Action and the Wyoming Action under the caption In re IndyMac Mortgage-Backed Securities Litigation, Master Docket No. 09 Civ. 04583 (LAK) (S.D.N.Y.) (the “Action”); (ii) appointed Wyoming State Treasurer and Wyoming Retirement System as Lead Plaintiffs; and (iii) appointed Berman DeValerio as Lead Counsel for the Action.

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17. On October 9, 2009, Lead Plaintiffs filed a Consolidated Class Action Complaint.

18. On October 29, 2009, Lead Plaintiffs filed an Amended Consolidated Class Action Complaint asserting claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”) for alleged misrepresentations and omissions in the offering documents for IndyMac-sponsored mortgage pass-through certificates. The named plaintiffs in the Amended Consolidated Complaint were Lead Plaintiffs. The named defendants in the Amended Consolidated Complaint included Michael W. Perry, the former CEO of IndyMac Bank, F.S.B.; IndyMac MBS, Inc. and seven of its former officers and directors (Lynette Antosh, Raphael Bostic, S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick, and Victor H. Woodworth); Fitch, Inc., The McGraw-Hill Companies, Inc. and Moody’s Investors Service Inc. (the “Rating Agency Defendants”); IndyMac Securities Corp.; and Bank of America Corporation, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc. (n/k/a J.P. Morgan Securities LLC), Morgan Stanley & Co., Incorporated (n/k/a Morgan Stanley & Co. LLC), RBS Securities Inc., and UBS Securities LLC.

19. On November 23, 2009, all defendants moved to dismiss the Amended Consolidated Complaint.

20. On February 5, 2010, the Court granted the Rating Agency Defendants’ motion to dismiss and entered an Order dismissing all claims against the Rating Agency Defendants.

21. On June 21, 2010, the Court issued a Memorandum Opinion granting in part and denying in part the other defendants’ motions to dismiss. The Court dismissed, for lack of standing, all claims related to offerings from which Lead Plaintiffs did not purchase securities. The Court also dismissed all claims relating to three out of the four categories of alleged misrepresentations and omissions.

22. On July 7, 2010, the Court issued an Order granting in part reconsideration of its June 21, 2010 Memorandum Opinion and stating that “the motions of defendants Perry, BoA, HSBC Securities (USA) Inc., Goldman Sachs & Co., Citigroup Global Markets Inc., and IndyMac Securities Corp. to dismiss the complaint against them . . . are granted in all respects.”

23. On September 8, 2010, the Court entered a stipulated Order to clarify the June 21, 2010 Memorandum Opinion and July 7, 2010 Order to “provide that Plaintiffs’ claims under § 11 of the [Securities] Act are dismissed with prejudice . . . based on the statute of repose set forth in § 13 of the [Securities] Act” with respect to securities issued by IndyMac INDX Mortgage Loan Trust Series 2006-AR2, IndyMac INDX Mortgage Loan Trust Series 2006-AR3, IndyMac INDX Mortgage Loan Trust Series 2006-AR4, IndyMac INDX Mortgage Loan Trust Series 2006-AR7, IndyMac INDX Mortgage Loan Trust Series 2006-AR11, and Residential Asset Securitization Trust Series 2006-A2.

24. On December 10, 2010, Lead Plaintiffs moved for certification of a class consisting of “[a]ll persons or entities who purchased or otherwise acquired beneficial interests in Certificates offered to the public in 10 Offerings” of IndyMac-sponsored mortgage pass-through certificates. On August 17, 2012, the Court entered a Memorandum Opinion dismissing

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Lead Plaintiffs’ claims relating to one offering and granting Lead Plaintiffs’ motion for class certification with respect to investors in securities from the other nine offerings.

25. Between May 17, 2010 and August 19, 2010, three motions to intervene were filed seeking to add named plaintiffs for claims relating to offerings from which Lead Plaintiffs did not purchase any securities. The proposed intervenors were City of Philadelphia Board of Pensions and Retirement, Los Angeles County Employees Retirement Association, Public Employees’ Retirement System of Mississippi, Police and Fire Retirement System of the City of Detroit, General Retirement System of the City of Detroit, and Iowa Public Employees’ Retirement System.

26. On June 21, 2011, the Court issued a Memorandum Opinion granting intervention in part by City of Philadelphia Board of Pensions and Retirement, Los Angeles County Employees Retirement Association, Police and Fire Retirement System of the City of Detroit, and Public Employees’ Retirement System of Mississippi, and denying intervention by General Retirement System of the City of Detroit and Iowa Public Employees’ Retirement System. On July 20, 2011, Los Angeles County Employees Retirement Association, and Public Employees’ Retirement System of Mississippi dismissed with prejudice those claims for which the Court had granted them leave to intervene.

27. Los Angeles County Employees Retirement Association, Public Employees’ Retirement System of Mississippi, and General Retirement System of the City of Detroit appealed the Court’s June 21, 2011 Memorandum Opinion to the U.S. Court of Appeals for the Second Circuit. During the pendency of the appeal, the Second Circuit issued a decision regarding “class standing” in NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., 693 F.3d 145 (2d Cir. 2012) (“NECA-IBEW”). On June 27, 2013, the Second Circuit affirmed the Court’s June 21, 2011 Memorandum Opinion as to “those claims and defendants as to which [Lead Plaintiffs] would lack standing under NECA-IBEW.” Police and Fire Retirement System of the City of Detroit v. IndyMac MBS, Inc., 721 F.3d 95, 110 n.19 (2d Cir. 2013). Public Employees’ Retirement System of Mississippi has appealed the Second Circuit’s June 27, 2013 decision to the U.S. Supreme Court; however, none of the securities at issue on the appeal to the U.S. Supreme Court were underwritten by Defendants Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., or UBS Securities LLC.

28. On August 15, 2011, Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint. In addition to Lead Plaintiffs, the named plaintiffs in the Second Amended Consolidated Class Action Complaint were City of Philadelphia Board of Pensions and Retirement and Police and Fire Retirement System of the City of Detroit. On February 4, 2011, Lead Plaintiffs and Defendants Lynette Antosh and Raphael Bostic stipulated to the dismissal of Antosh and Bostic from the Action with prejudice. On September 16, 2011, the remaining defendants in the Action answered the Second Amended Consolidated Class Action Complaint.

29. On July 26, 2012, Lead Plaintiffs filed a motion regarding a settlement for $6 million in cash with Defendants S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick, and Victor H. Woodworth. This settlement with five individual defendants (the “Individual Defendant Settlement”) received final approval from the Court on December 18, 2012.

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Following the Individual Defendant Settlement, the remaining defendants in the Action were IndyMac MBS, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., and UBS Securities LLC.

30. On September 6, 2012, the Second Circuit issued its decision regarding “class standing” in NECA-IBEW. On March 18, 2013, the U.S. Supreme Court denied the petition for writ of certiorari in NECA-IBEW. On May 9, 2013, without prejudice to or waiver of any of the parties’ rights, including defendants’ right to challenge in this Court or on appeal the “class standing” of Lead Plaintiffs to pursue claims relating to offerings from which they did not purchase securities, Lead Plaintiffs and the remaining defendants stipulated to the reinstatement of claims relating to 36 offerings. On May 17, 2013, Lead Plaintiffs moved for the reinstatement of claims relating to an additional six offerings. On July 23, 2013, the Court granted Lead Plaintiffs’ motion.

31. On April 29, 2013, Lead Plaintiffs and Defendants Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., and UBS Securities LLC participated in a mediation session.

32. On August 30, 2013, Lead Plaintiffs moved for certification of an expanded class to “include claims based on the additional 42 offerings the Court reinstated into this case in light of the Second Circuit’s decision in NECA-IBEW v. Goldman Sachs & Co., 693 F.3d 145 (2d Cir. 2012).” Lead Plaintiffs also moved for certification of six additional class representatives: City of Philadelphia Board of Pensions and Retirement, Los Angeles County Employees Retirement Association, Public Employees’ Retirement System of Mississippi, Police and Fire Retirement System of the City of Detroit, General Retirement System of the City of Detroit, and Iowa Public Employees’ Retirement System. The motion has not yet been decided by the Court.

33. On July 18, 2014, Lead Plaintiffs and Defendants Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., and UBS Securities LLC participated in a second mediation session. On July 23, 2014, these parties accepted a mediator’s proposal to settle this Action.

34. In light of Lead Plaintiffs’ agreement in principle to resolve the litigation with the Underwriter Defendants, Lead Counsel approached remaining defendant IndyMac MBS about resolution of this matter. Based on discussions among counsel, review of produced discovery and a sworn affidavit attesting that IndyMac MBS is part of the FDIC’s receivership estate and has almost no assets, no revenue, no reasonable prospects of acquiring revenue and no available insurance, Lead Plaintiffs have agreed to dismiss IndyMac MBS.

35. On ______, 2014, the Court certified a Settlement Class (the “Underwriter Defendant Settlement Class”) for purposes of the Underwriter Defendant Settlement, authorized this Notice to be sent to the Underwriter Defendant Settlement Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval of the Underwriter Defendant Settlement, the Plan of Allocation, and Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses.

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HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT WITH THE UNDERWRITER DEFENDANTS?

36. If you are a member of the Underwriter Defendant Settlement Class, you are

subject to the Underwriter Defendant Settlement unless you timely request to be excluded. The Underwriter Defendant Settlement Class consists of all Persons who at any time purchased or otherwise acquired interests in the Certificates. Excluded from the Underwriter Defendant Settlement Class are those Persons who purchased or otherwise acquired Certificates, but who have filed individual actions to separately pursue claims against the Underwriter Defendants relating to the Certificates or who have filed a valid request for exclusion in accordance with the requirements set forth in this Notice (see section below entitled “What If I Do Not Want To Be A Part of The Settlement With The Underwriter Defendants? How Do I Exclude Myself?”). Also excluded from the Underwriter Defendant Settlement Class are the Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, except for any Investment Vehicle, to the extent such entities themselves had a proprietary (i.e., for their own account) interest in the Certificates and not to the extent that they held Certificates in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the Settlement Class.

RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE AN UNDERWRITER DEFENDANT SETTLEMENT CLASS MEMBER OR THAT YOU ARE ENTITLED TO RECEIVE PROCEEDS FROM THE UNDERWRITER DEFENDANT SETTLEMENT.

WHAT ARE THE LEAD PLAINTIFFS’ REASONS FOR SETTLING WITH THE UNDERWRITER DEFENDANTS?

37. Lead Counsel has conducted extensive discovery relating to the claims and the

underlying events and transactions alleged in the Second Amended Consolidated Class Action Complaint. Commencing in 2010, Lead Counsel began seeking discovery from Defendants and relevant third parties, including the FDIC (who placed IndyMac Bank in receivership in 2008), OneWest (who has possession of the underlying loan files), due diligence vendors that worked for the Underwriter Defendants, and accountants and other entities involved in the offerings at issue. To date, Lead Counsel has searched, culled and reviewed over 14 million pages of documents, served multiple rounds of written discovery, interviewed dozens of witnesses, and deposed former employees of certain of the Underwriter Defendants. Lead Counsel has researched the applicable law with respect to the claims against the Underwriter Defendants, as well as the potential defenses thereto.

38. Lead Plaintiffs and Lead Counsel believe that the claims asserted against the

Underwriter Defendants have merit. Lead Plaintiffs and Lead Counsel recognize, however, the expense and length of continued proceedings necessary to pursue their claims against the Underwriter Defendants through trial and appeals, as well as the challenges to establishing

13


liability and damages. Lead Plaintiffs and Lead Counsel have considered the uncertain outcome of trial and appellate risk in complex lawsuits like this one.

39. The Underwriter Defendants believe that the claims asserted against them are

meritless and have denied and continue to deny each and all of the claims alleged by Lead Plaintiffs in the Action. The Underwriter Defendants expressly have denied and continue to deny all charges of wrongdoing, fault, or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action. The Underwriter Defendants also have denied and continue to deny, among other things, the allegations that Lead Plaintiffs and the Underwriter Defendant Settlement Class have suffered any damage, or that Lead Plaintiffs or the Underwriter Defendant Settlement Class were harmed by the conduct alleged in the Action. The Underwriter Defendants have also contended by way of defense that all or a portion of the alleged damages to the Underwriter Defendant Settlement Class were caused by economic conditions or factors other than the allegedly untrue statements or omissions asserted in the Action and that losses resulting from such factors are not recoverable as damages.

40. In light of the risks attendant to this litigation and the benefits of the Underwriter Defendant Settlement, Lead Plaintiffs and Lead Counsel believe that the Underwriter Defendant Settlement is fair, reasonable and adequate, and in the best interests of the Underwriter Defendant Settlement Class. Lead Plaintiffs and Lead Counsel also believe that the Underwriter Defendant Settlement provides a substantial benefit now, namely the agreement of the Underwriter Defendants to provide payment of $340 million, as compared to the risk that the claims would produce a similar, smaller, or no recovery after summary judgment, trial and appeals, possibly years in the future.

WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT WITH THE UNDERWRITER DEFENDANTS?

41. If there were no Underwriter Defendant Settlement and Lead Plaintiffs failed to

establish any essential legal or factual element of their claims against the Underwriter Defendants, neither Lead Plaintiffs nor the Underwriter Defendant Settlement Class would recover anything from the Underwriter Defendants. Also, if the Underwriter Defendants were successful in proving any of their defenses, the Underwriter Defendant Settlement Class likely would recover substantially less than the amount provided in the Settlement with the Underwriter Defendants, or nothing at all.

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HOW MUCH WILL MY PAYMENT BE? WHEN WILL I RECEIVE IT?

42. The Underwriter Defendants have agreed to pay three hundred and forty million

dollars ($340,000,000) in cash into escrow for the benefit of the Underwriter Defendant Settlement Class. At this time, it is not possible to make any determination as to how much individual members of the Underwriter Defendant Settlement Class may receive from the Underwriter Defendant Settlement. Lead Plaintiffs have proposed a plan for allocating the Underwriter Defendant Net Settlement Fund to Underwriter Defendant Settlement Class Members (the “Plan of Allocation”). The objective of the Plan of Allocation will be to equitably distribute funds to Authorized Claimants who submit timely and valid proof of claim forms. The Plan of Allocation proposed by Lead Plaintiffs is attached as Appendix A to the accompanying proof of claim form.

43. The Plan of Allocation appended hereto is the proposed plan submitted by Lead

Plaintiffs and Lead Counsel for the Court’s approval. The Court may approve this plan as proposed or it may modify it without further notice to the Underwriter Defendant Settlement Class.

44. The Court has reserved jurisdiction to allow, disallow or adjust on equitable

grounds the claim of any Underwriter Defendant Settlement Class Member. 45. Payment pursuant to the Plan of Allocation will be conclusive against Authorized

Claimants. No person will have any claim against Lead Plaintiffs, Lead Counsel, any other Plaintiffs and Plaintiffs’ counsel in the Action, the Underwriter Defendants, the Underwriter Defendants’ Counsel, the other Released Parties (as defined in ¶ 50 below) or their counsel, or the Claims Administrator or other agent designated by Lead Counsel arising from distributions made substantially in accordance with the Stipulation of Settlement, the Plan of Allocation, or further orders of the Court. Lead Plaintiffs, Lead Counsel, the Underwriter Defendants, the Underwriter Defendants’ Counsel, the other Released Parties and their counsel will have no responsibility or liability whatsoever for the investment or distribution of the Underwriter Defendant Settlement Fund, the Underwriter Defendant Net Settlement Fund, the Plan of Allocation or the determination, administration, calculation or payment of any proof of claim form, or nonperformance of the Claims Administrator, the payment or withholding of Taxes or Tax Expenses owed by the Underwriter Defendant Settlement Fund or any losses incurred in connection therewith.

46. Each Underwriter Defendant Settlement Class Member will be deemed to have

submitted to the jurisdiction of the U.S. District Court for the Southern District of New York with respect to his, her or its proof of claim.

47. Persons that exclude themselves from the Underwriter Defendant Settlement

Class will not be eligible to receive a distribution from the Underwriter Defendant Net Settlement Fund and should not submit proof of claim forms.

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WHAT RIGHTS AM I GIVING UP BY AGREEING TO THE UNDERWRITER DEFENDANT SETTLEMENT?

48. If the Underwriter Defendant Settlement is approved, the Court will enter an

Order and Final Judgment that will dismiss with prejudice the claims against the Underwriter Defendants and will provide that Lead Plaintiffs, and all other Underwriter Defendant Settlement Class Members shall be deemed to have – and by operation of the Order and Final Judgment will have – released, dismissed and forever discharged the Released Claims (as defined in ¶ 49 below), including Unknown Claims (as defined in ¶ 51 below), against each and all of the Released Parties (as defined in ¶ 50 below), with prejudice on the merits, and without costs to any party.

49. For purposes of the Underwriter Defendant Settlement, “Released Claims” means

any and all past, present, and future claims (including Unknown Claims), cross-claims, rights, remedies, debts, demands, obligations, liabilities, or causes of action of every nature and description whatsoever (including, but not limited to, any claims for damages, punitive damages, compensation, restitution, rescission, interest, attorneys’ fees or costs, expert or consulting fees, and any other costs, expenses, losses or liabilities of any kind or nature whatsoever) against the Released Parties, whether known or unknown, whether based on federal, state, local, statutory, common, or foreign law, or any other law, rule, or regulation, whether at law or in equity, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, whether class or individual in nature, that Lead Plaintiffs or any other Underwriter Defendant Settlement Class Member (i) asserted in the Action; or (ii) could have asserted in the Action or any other forum that (a) arise out of or are based upon the allegations, transactions, facts, matters, events, disclosures, statements, occurrences, representations, conduct, acts, or omissions or failures to act that were or could have been alleged or asserted in the Action, and (b) relate to the purchase, other acquisition or sale of the Certificates or any interest therein. “Released Claims” shall also include all rights of appeal from any prior decision of the Court in this Action. “Released Claims” do not include (i) claims relating to the enforcement of this Settlement; or (ii) claims, if any, filed prior to July 23, 2014 solely and exclusively to the extent that such claims asserted contractual repurchase rights with respect to any residential mortgage loan included in any of the Offerings (iii) claims against Defendant IndyMac MBS, Inc.; or (iv) claims against Goldman, Sachs & Co., including claims relating to IndyMac INDA Mortgage Loan Trust 2006-AR3 or IndyMac INDX Mortgage Loan Trust 2007-FLX1.

50. For purposes of the Underwriter Defendant Settlement, “Released Parties” or

“Released Party” means: (i) the Underwriter Defendants, (ii) each of the respective past or present parents, subsidiaries, affiliates, divisions, successors and predecessors of the Underwriter Defendants; and (iii) each of the respective past or present heirs, executors, estates, administrators, officers, directors, managing directors, members, employers, employees, agents, attorneys, advisors, investment advisors, auditors, accountants, insurers, co-insurers, reinsurers, and assigns, of the foregoing in (i) and (ii) in their capacities as such.

51. “Unknown Claims” means any and all Released Claims that Lead Plaintiffs or any other Underwriter Defendant Settlement Class Member do not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, and any Released Parties’

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Claims (as defined in ¶50 above) that the Released Parties do not know or suspect to exist in his, her or its favor, which if known by him, her or it might have affected his, her or its settlement with and release of the Released Parties or the Settlement Class Representatives, as appropriate, or might have affected his, her or its decision not to object to this Settlement or not exclude himself, herself or itself from the Underwriter Defendant Settlement Class. With respect to any and all Released Claims and Released Parties’ Claims, the parties stipulate and agree that, upon the Effective Date (as defined in the Stipulation of Settlement), Lead Plaintiffs and the Underwriter Defendants shall expressly waive, and each Underwriter Defendant Settlement Class Member and Released Party shall be deemed to have waived, and by operation of the Order and Final Judgment shall have expressly waived, to the fullest extent permitted by law, any and all provisions, rights and benefits conferred by California Civil Code § 1542 (to the extent it applies to the Action), and any law of any state or territory of the United States, or principle of common law, or the law of any foreign jurisdiction, that is similar, comparable or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiffs and Underwriter Defendant Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead Plaintiffs shall expressly, fully, finally and forever settle and release – and each Underwriter Defendant Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Order and Final Judgment shall have fully, finally and forever settled and released – any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiffs and the Underwriter Defendants acknowledge, and Underwriter Defendant Settlement Class Members and Released Parties by law and operation of the Order and Final Judgment shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Parties’ Claims was separately bargained for and was a material element of the Settlement. The Order and Final Judgment also will provide that the Underwriter Defendants and each of the other Released Parties shall be deemed to have released, dismissed and forever discharged all Released Parties’ Claims against all Lead Plaintiffs in the Action and their respective attorneys, and any other Underwriter Defendant Settlement Class Member. For purposes of the Underwriter Defendant Settlement, “Released Parties’ Claims” means any and all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution or settlement of the claims in this Action against the Released Parties, except for claims relating to the enforcement of the Settlement, against Lead Plaintiffs or their

17


respective attorneys, or any other Underwriter Defendant Settlement Class Member. Lead Plaintiffs and the Settling Parties acknowledge, and the Released Parties shall be deemed by operation of law to acknowledge, that the waiver of Unknown Claims, and the provisions, rights and benefits of California Civil Code § 1542, was bargained for and is a key element of the Settlement of which the release in this paragraph is a part.

WHAT PAYMENT ARE THE ATTORNEYS FOR THE CLASS SEEKING? HOW WILL THE LAWYERS BE PAID?

52. Lead Counsel has not received any payment for its services in pursuing claims

against any settling defendant. Lead Counsel has only been reimbursed for certain of its out-of-pocket expenses in connection with the settlement with Defendants S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick and Victor H. Woodworth. To date, the Court has approved reimbursement of expenses totaling $916,058.44. In addition, the Court issued two Interim Expense awards permitting the withdrawal of an additional $1,000,229.81 in expenses.

53. Subject to Court approval of the Underwriter Defendant Settlement and the

proposed Plan of Allocation, Counsel intend to apply to the Court for an award of attorneys’ fees from the Underwriter Defendant Settlement Fund and the Individual Defendant Settlement Fund previously obtained in connection with a settlement with Defendants S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick and Victor H. Woodworth in an amount not to exceed 13% of the sum of (i) the Underwriter Defendant Settlement Fund; and (ii) the Individual Defendant Settlement Fund.

54. Counsel also intend to apply for reimbursement of Litigation Expenses not to

exceed $3,400,000 million, plus interest. Lead Counsel will also seek that the reimbursement of all Litigation Expenses (including Litigation Expenses previously awarded) be allocated proportionally between the Individual Defendant Settlement Fund and Underwriter Defendant Settlement Fund. The Court will determine the amount of the award.

HOW DO I PARTICIPATE IN THE UNDERWRITER DEFENDANT SETTLEMENT? WHAT DO I NEED TO DO?

55. If you purchased or otherwise acquired interests in the Certificates described

above, and you are not excluded by the definition of the Underwriter Defendant Settlement Class and you do not elect to exclude yourself from the Underwriter Defendant Settlement Class, then you are an Underwriter Defendant Settlement Class Member, and you will be bound by the Underwriter Defendant Settlement if the Court approves it, and by any judgment or determination of the Court affecting the Underwriter Defendant Settlement Class. At this time, you are advised to submit a proof of claim form enclosed herewith and all supporting documentation to establish your entitlement to share in the Underwriter Defendant Settlement. Proof of claim forms are also available on the website of the Claims Administrator, www.IndyMacMBSclassaction.com as well as Lead Counsel’s website at www.bermandevalerio.com. Those who exclude themselves from the Underwriter Defendant Settlement Class and those who do not submit timely and valid proof of claim forms with

18


adequate supporting documentation will not be entitled to share in the Underwriter Defendant Settlement. Please retain all records of your ownership of, or transactions in, the certificates, as they may be needed to document your claim.

56. As an Underwriter Defendant Settlement Class Member, you are represented by

Lead Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her notice of appearance on the attorneys listed in the section below entitled, “When and Where Will The Court Decide Whether To Approve The Underwriter Defendant Settlement, The Plan of Allocation and Lead Counsel’s Request For Attorneys’ Fees and Reimbursement of Litigation Expenses?”

57. If you do not wish to remain a member of the Underwriter Defendant Settlement

Class, you may exclude yourself by following the instructions in the section below entitled, “What If I Do Not Want to Be A Part of The Settlement With The Underwriter Defendants? How Do I Exclude Myself?” If you exclude yourself from the Underwriter Defendant Settlement Class, you will not be eligible to receive any benefit from the Underwriter Defendant Settlement and you should not submit a proof of claim form.

58. If you wish to object to the Underwriter Defendant Settlement or any of its terms,

the Plan of Allocation, Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you do not exclude yourself from the Underwriter Defendant Settlement Class, you may present your objections by following the instructions in the section below entitled, “When and Where Will The Court Decide Whether To Approve The Underwriter Defendant Settlement, The Plan of Allocation and Lead Counsel’s Request For Attorneys’ Fees and Reimbursement of Litigation Expenses?” If you exclude yourself from the Underwriter Defendant Settlement Class, you are not entitled to submit an objection.

WHAT IF I OBJECT TO LEAD PLAINTIFFS’ PROPOSED DISMISSAL OF DEFENDANT INDYMAC MBS, INC. FROM THE ACTION?

59. Lead Plaintiffs’ proposed dismissal of IndyMac MBS from the Action is not part

of the Settlement with the Underwriter Defendants. However, at the Settlement Hearing, Lead Plaintiffs also may seek the Court’s approval of Lead Plaintiffs’ proposed voluntary dismissal of IndyMac MBS from the Action without prejudice. If you wish to object to the Lead Plaintiffs’ proposed voluntary dismissal of IndyMac MBS from the Action, you may present your objections to the Court at the hearing.

WHAT IF I DO NOT WANT TO BE A PART OF THE SETTLEMENT WITH THE UNDERWRITER DEFENDANTS?

HOW DO I EXCLUDE MYSELF?

60. Each member of the at the Underwriter Defendant Settlement Class will be bound

by all determinations and judgments in this lawsuit, including those concerning the Underwriter

19


Defendant Settlement, whether favorable or unfavorable, unless such person or entity mails, by first class mail (or its equivalent outside the U.S.), or otherwise delivers a written Request for Exclusion from the Class, addressed to ______. The exclusion request must be received no later than ________. Each Request for Exclusion must clearly indicate the name, address and telephone number of the person seeking exclusion, and that the sender requests to be excluded from the Underwriter Defendant Settlement Class in In re IndyMac Mortgage-Backed Securities Litigation, Civil Action No. 09 Civ. 04583 (LAK) (S.D.N.Y.), and must be signed by such person. Such persons requesting exclusion are also directed to provide the following information: (i) the identity and original face value of Certificates purchased (or otherwise acquired) or sold; (ii) the prices or other consideration paid or received for such Certificates; (iii) the date of each purchase or sale transaction; (iv) proper evidence of the transactions; and (v) a statement that the person or entity wishes to be excluded from the Underwriter Defendant Settlement Class. Requests for Exclusion shall not be valid if they do not include the required information set forth above and are not received within the time stated above, unless the Court otherwise determines.

61. If a person or entity requests to be excluded from the Underwriter Defendant

Settlement Class, that person or entity will not receive any payment out of the Underwriter Defendant Net Settlement Fund as described in the Stipulation of Settlement between Lead Plaintiffs and the Underwriter Defendants.

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE UNDERWRITER DEFENDANT SETTLEMENT,

THE PLAN OF ALLOCATION AND LEAD COUNSEL’S REQUEST FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES?

DO I HAVE TO COME TO THE HEARING? MAY I SPEAK AT THE HEARING IF I DON’T LIKE THE SETTLEMENT?

62. If you do not request exclusion from the Underwriter Defendant Settlement Class

and want to make an objection but do not wish to object in person to: (i) the Underwriter Defendant Settlement; (ii) the Plan of Allocation; (iii) Counsel’s application for attorneys’ fees; and (iv) reimbursement of Litigation Expenses, you do not need to attend the Settlement Hearing. You can object to or participate in the Underwriter Defendant Settlement, the Plan of Allocation, Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses without attending the Settlement Hearing.

63. The Settlement Hearing will be held on _____________, at_: _ .m., before the

Honorable Lewis A. Kaplan, at the United States District Court for the Southern District of New York, 500 Pearl Street, Courtroom 21B, New York, New York 10007. The Court reserves the right to approve the Underwriter Defendant Settlement at or after the Settlement Hearing without further notice to the members of the Underwriter Defendant Settlement Class.

64. Any Underwriter Defendant Settlement Class Member who does not request

exclusion in accordance with ¶¶ 60-61 above may object to the Underwriter Defendant Settlement, the Plan of Allocation, and/or Lead Counsel’s request for an award of attorneys’ fees and reimbursement of Litigation Expenses. Objections or oppositions must be in writing. You

20


must file any written objection or opposition, together with copies of all other supporting papers and briefs, with the Clerk’s Office at the U.S. District Court for the Southern District of New York at the address set forth below on or before ________________. You must also serve the papers on Lead Counsel and counsel for the Underwriter Defendants at the addresses set forth below so that the papers are received on or before _____________.

Clerk’s Office

UNITED STATES DISTRICT COURT FOR THE

SOUTHERN DISTRICT OF NEW YORK

500 Pearl Street New York, New York 10007

Lead Counsel

BERMAN DEVALERIO Patrick T. Egan, Esq.

One Liberty Sq. Boston, MA 02109

Counsel For Underwriter Defendants

GIBSON DUNN & CRUTCHER LLP

Robert F. Serio, Esq. Aric H. Wu, Esq. Jason Myatt, Esq. 200 Park Avenue

New York, NY 10166

65. Any objection by a Underwriter Defendant Settlement Class Member must include: (a) the full name, address, and phone number of the objecting Underwriter Defendant Settlement Class Member; (b) a list and documentation evidencing all of the Underwriter Defendant Settlement Class Member’s transactions involving the Certificates described above, including brokerage confirmation receipts or other competent documentary evidence of such transactions, including the amount and date of each purchase or sale and the prices paid and/or received; (c) a written statement of all grounds for the objection accompanied by any legal support for the objection; (d) copies of any papers, briefs or other documents upon which the objection is based; (e) a list of all persons who will be called to testify in support of the objection; (f) a statement of whether the objector intends to appear at the Settlement Hearing; (g) a list of other cases in which the objector or the objector’s counsel have appeared either as settlement objectors or as counsel for objectors in the preceding five years; and (h) the objector’s signature, even if represented by counsel. Persons who intend to object to the Underwriter Defendant Settlement, the Plan of Allocation, Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses, and who desire to present evidence at the Settlement Hearing, must include in their written objections the identity of any witnesses they intend to call to testify and the exhibits they intend to introduce into evidence at the Settlement Hearing.

66. You may not object to the Underwriter Defendant Settlement, or any aspect of it,

if you excluded yourself from the Underwriter Defendant Settlement Class. 67. You may file a written objection without having to appear at the Settlement

Hearing. However, you may not appear at the Settlement Hearing to present your objection unless you first filed and served a written objection in accordance with the procedures described above, unless the Court orders otherwise.

68. You are not required to hire an attorney to represent you in making written

objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney,

21


which will be at your own expense, he or she must file a notice of appearance with the Court and serve it on Lead Counsel so that the notice is received on or before _______________.

69. The Settlement Hearing may be adjourned by the Court without further written

notice to the Underwriter Defendant Settlement Class. If you intend to attend the Settlement Hearing, you should confirm the date and time with Lead Counsel.

Unless the Court orders otherwise, any member of the Underwriter Defendant Settlement Class who does not object in the manner described above will be deemed to have waived any objection and will be forever foreclosed from making any objection to the Underwriter Defendant Settlement, the Plan of Allocation, and Counsel’s request for an award of attorneys’ fees and reimbursement of Litigation Expenses. Underwriter Defendant Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.

WHAT IF I BOUGHT CERTIFICATES ON SOMEONE ELSE’S BEHALF?

70. If you purchased or otherwise acquired the Certificates described above for the

beneficial interest of a person or organization other than yourself, you must either (i) send a copy of this Notice to the beneficial owner of such certificates, postmarked no later than seven (7) days after you receive this Notice, or (ii) provide to IndyMac Mortgage-Backed Securities Litigation, c/o Rust Consulting, Inc., P.O. Box 2844, Faribault, MN 55021-8598, the names and addresses of such persons no later than seven (7) days after you receive this Notice. If you choose the second option, the Claims Administrator will send a copy of the Notice to the beneficial owner. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Copies of this Notice may also be obtained by calling toll-free (877) 773-8195, and may be downloaded from the settlement website, www.IndyMacMBSclassaction.com or from Lead Counsel’s website, www.bermandevalerio.com.

CAN I SEE THE COURT FILE? WHO SHOULD I CONTACT IF I HAVE QUESTIONS?

71. This Notice contains only a summary of the terms of the proposed Underwriter

Defendant Settlement. More detailed information about the matters involved in the Action is available at www.IndyMacMBSclassaction.com, including, among other documents, copies of the Stipulation of Settlement for the Underwriter Defendant Settlement, proof of claim form, and the Second Amended Consolidated Class Action Complaint. All inquiries concerning this Notice or the claim form should be directed to:

IndyMac MBS Litigation c/o Rust Consulting, Inc.

P.O. Box 2844 Faribault, MN 55021-8598

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1 (877) 773-8195 [email protected]

OR

Patrick T. Egan, Esq. BERMAN DEVALERIO

One Liberty Square Boston, MA 02109

(800) 516-9926 [email protected]

Lead Counsel

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF

COURT REGARDING THIS NOTICE. Dated: ______________ ___, 2014 By Order of the Clerk of Court United States District Court for the Southern District of New York

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Exhibit A-2




Master Docket No. 09-Civ. 04583 (LAK)

ECF CASE


ALL ACTIONS

[EXHIBIT A-2 TO STIPULATION]

SUMMARY NOTICE OF PROPOSED SETTLEMENT WITH UNDERWRITER DEFENDANTS

TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED INTERESTS IN ANY OF THE SECURITIES THAT WERE ISSUED BY THE FOLLOWING TRUSTS AND OFFERED BY PUBLIC FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.





IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D


IndyMac IMJA Mortgage Loan Trust 2007-A1 IndyMac INDX Mortgage Loan Trust 2006-AR37 IndyMac IMJA Mortgage Loan Trust 2007-A2 IndyMac INDX Mortgage Loan Trust 2006-AR41 IndyMac IMJA Mortgage Loan Trust 2007-A3 IndyMac INDX Mortgage Loan Trust 2006-FLX1 IndyMac IMJA Mortgage Loan Trust 2007-A4 IndyMac INDX Mortgage Loan Trust 2006-R1 IndyMac IMSC Mortgage Loan Trust 2007-AR1 IndyMac INDX Mortgage Loan Trust 2007-AR15 IndyMac IMSC Mortgage Loan Trust 2007-F1 IndyMac INDX Mortgage Loan Trust 2007-AR17 IndyMac IMSC Mortgage Loan Trust 2007-F2 IndyMac INDX Mortgage Loan Trust 2007-AR19 IndyMac IMSC Mortgage Loan Trust 2007-F3 IndyMac INDX Mortgage Loan Trust 2007-AR21IP IndyMac IMSC Mortgage Loan Trust 2007-HOA1 IndyMac INDX Mortgage Loan Trust 2007-AR5 IndyMac INDA Mortgage Loan Trust 2006-AR1 IndyMac INDX Mortgage Loan Trust 2007-AR9 IndyMac INDA Mortgage Loan Trust 2006-AR2 IndyMac INDX Mortgage Loan Trust 2007-FLX3 IndyMac INDA Mortgage Loan Trust 2007-AR1 IndyMac Residential Mortgage-Backed Trust Series

2006-L2 IndyMac INDA Mortgage Loan Trust 2007-AR2 Residential Asset Securitization Trust 2006-A11 IndyMac INDA Mortgage Loan Trust 2007-AR7 Residential Asset Securitization Trust 2006-A12 IndyMac INDA Mortgage Loan Trust 2007-AR8 Residential Asset Securitization Trust 2006-A13 IndyMac INDA Mortgage Loan Trust 2007-AR9 Residential Asset Securitization Trust 2006-A14CB IndyMac INDX Mortgage Loan Trust 2006-AR13 Residential Asset Securitization Trust 2006-A15


IndyMac INDX Mortgage Loan Trust 2006-AR15 Residential Asset Securitization Trust 2006-A7CB IndyMac INDX Mortgage Loan Trust 2006-AR21 Residential Asset Securitization Trust 2006-R2 IndyMac INDX Mortgage Loan Trust 2006-AR23 Residential Asset Securitization Trust 2007-A1 IndyMac INDX Mortgage Loan Trust 2006-AR25 Residential Asset Securitization Trust 2007-A5 IndyMac INDX Mortgage Loan Trust 2006-AR27 Residential Asset Securitization Trust 2007-A8

PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT. YOU ARE HEREBY NOTIFIED that a settlement, the terms of which are set forth in a Stipulation and Agreement of Settlement that has been filed with the Court, has been reached in this Action with Defendants Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., and UBS Securities LLC (collectively, the “Underwriter Defendants”). Pursuant to the Stipulation, the Underwriter Defendants will cause $340 million to be deposited into a settlement fund in exchange for a release of claims by Settlement Class Members. IF YOU PURCHASED OR OTHERWISE ACQUIRED INTERESTS IN ANY OF THE SECURITIES THAT WERE ISSUED BY THE TRUSTS LISTED ABOVE, YOU MAY BE ENTITLED TO SHARE IN THE DISTRIBUTION OF THE SETTLEMENT FUND IF YOU SUBMIT A PROOF OF CLAIM FORM ESTABLISHING THAT YOU ARE ENTITLED TO A RECOVERY. A hearing with respect to the proposed settlement will be held on _______, 201_, at ____ _.m., before the Honorable Lewis A. Kaplan in the U.S. District Court for the Southern District of New York, 500 Pearl Street, Courtroom 21B, New York, New York 10007. The purpose of the hearing is to determine (a) whether the settlement with the Underwriter Defendants should be approved by the Court as fair, reasonable and adequate and in the best interests of the settlement class; (b) whether the Court should enter an Order and Final Judgment dismissing the Action, on the merits and with prejudice, against the Underwriter Defendants, and forever barring Settlement Class Members from pursuing any Released Claims; (c) whether the proposed Plan of Allocation for the settlement fund is fair and reasonable and should be approved by the Court; (d) whether the application by Lead Counsel and the additional Settlement Class Representatives’ counsel (“Counsel”) for attorneys’ fees and for reimbursement of Litigation Expenses should be approved by the Court; and (e) to rule upon such other matters as the Court may deem appropriate. This notice only provides a summary of matters regarding the Action and the settlement. A detailed notice (the “Notice”) has been sent to persons or entities known to be potential Settlement Class Members. You may obtain a copy of this detailed Notice, a Proof of Claim Form, and other information by contacting the Claims Administrator.

IndyMac MBS Settlement c/o Rust Consulting, Inc

P.O. Box 2844 Fairbault, MN 55021-8598

1-877-773-8195 [email protected]


Copies of the Notice and Proof of Claim Form can also be downloaded from the website maintained by the Claims Administrator, www.indymacmbsclassaction.com, or from Settlement Class Counsel’s website, www.bermandevalerio.com. If you are a potential member of the Settlement Class, in order to be potentially eligible to share in the distribution of the settlement fund, you are required to file a Proof of Claim Form at this time. If you are a potential member of the Settlement Class and do not exclude yourself from the Settlement Class, you will be bound by any judgment entered in the Action whether or not you submit a Proof of Claim Form. To exclude yourself from the Settlement Class, you must submit a request for exclusion such that it is received no later than ________, 2014, in accordance with the instructions set forth in the Notice. Any objections to the proposed settlement, the Plan of Allocation, and/or Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, must be filed with the Court and delivered to Lead Counsel and counsel for Settling Defendants such that they are received no later than ________, 2014, in accordance with the instructions set forth in the Notice. PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE. Inquiries, other than requests for the Notice and Proof of Claim Form, may be made to Lead Counsel:

Patrick T. Egan, Esq. Berman DeValerio One Liberty Square Boston, MA 01867

(800) 516-9926

By Order of the Court


Exhibit A-3



In re: INDYMAC MORTGAGE-BACKED SECURITIES LITIGATION

CLASS ACTION MASTER DOCKET NO. 09-Civ-04583 (LAK)

PROOF OF CLAIM AND RELEASE I. GENERAL INSTRUCTIONS 1. This Proof of Claim and Release relates to two settlements in the action entitled In re IndyMac Mortgage-Backed Securities Litigation, Master No. 09-Civ-04583 (LAK): the Underwriter Defendant Settlement and the Individual Defendants Settlement (collectively, the “Settlements”). Many of the IndyMac mortgage certificates covered by the two Settlements overlap, but the two Settlements are not co-extensive. Lists of all applicable certificates are attached to this Proof of Claim and Release as part of the Plan of Allocation, found at Appendix A (the “Certificates”). Table A-1 lists the Underwriter Defendant Settlement certificates and Table A-2 lists the Individual Defendant Settlement certificates. As used herein, unless otherwise noted, “Table A” refers to both Tables A-1 and A-2. If you are a member of both settlement classes, please include all eligible Certificates in completing this form. 2. To potentially recover as a member of either or both of the settlement classes, you must complete this Proof of Claim and Release form. If you fail to file a properly addressed (as set forth in paragraph 4 below) Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the settlement funds created in connection with the Settlements. This Proof of Claim and Release form must be used to submit claims for both Settlements reached in the Action. Only one Proof of Claim and Release form need be submitted, even if you are member of both settlement classes. 3. Submission of this Proof of Claim and Release form, however, does not assure that you will share in the proceeds of the settlements in the Action. 4. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE FORM POSTMARKED NO LATER THAN [-------], ADDRESSED AS FOLLOWS:

IndyMac MBS Settlement c/o Rust Consulting, Inc.


1-877-773-8195 www.IndyMacMBSclassaction.com

5. If you are NOT a member of the Classes, as defined in either (a) the Notice of Pendency of Class Action and Proposed Partial Settlement, Settlement Fairness Hearing and Motion for Reimbursement of Litigation Expenses and Interim Expenses issued pursuant to the Court’s September 6, 2012 Order, or (b) the Notice of Pendency of Class Action, Proposed Settlement with Underwriter Defendants, Plan of Allocation, Final Approval Hearing for Settlement With Underwriter Defendants, Voluntary Dismissal of Defendant IndyMac MBS, Inc., and Motion for Attorneys’ Fees and Reimbursement of Litigation Expenses issued pursuant to the Court’s [DATE] Order, DO NOT submit a Proof of Claim and Release form. 6. If you are a member of either class, you are bound by the terms of any judgment entered in the Action, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE FORM. NOTE: Separate Proof of Claim and Release forms should be submitted for each separate legal entity (e.g., a claim from joint owners should not include separate transactions of just one of the joint owners, an individual should not combine his or her IRA transactions with transactions made solely in the individual’s name). Conversely, a single Proof of Claim and Release form should be submitted on behalf of one legal entity including all transactions made by that entity no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions in the Certificates) on one Proof of Claim and Release form, no matter how many accounts the transactions were made in. NOTICE REGARDING ELECTRONIC FILES: Certain Claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic format. All Claimants MUST submit a manually signed paper Proof of Claim and Release form, whether or not they also submit electronic copies, either listing all their transactions or including a notation to see corresponding electronic file for all transactions. If you wish to file your claim electronically, you must contact the Claims Administrator at 1-877-773-8195 or visit their website at www.IndyMacMBSclassaction.com to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of electronically submitted data. QUESTIONS? CALL TOLL-FREE 1-877-773-8195 VISIT www.IndyMacMBSclassaction.com

OR EMAIL: [email protected]


THIS PAGE LEFT BLANK INTENTIONALLY



In re IndyMac Mortgage-Backed Securities Litigation, Master No. 09-Civ-04583 (LAK)

Page _ of _

PROOF OF CLAIM AND RELEASE Use Blue or Black Ink Only

PART I. CLAIMANT IDENTIFICATION - Complete either Section A or B and then proceed to C. Please type or print. A. Complete this Section ONLY if the Beneficial Owner is an individual, joint, or IRA account. Otherwise, proceed to B.

Last Name (Beneficial Owner) First Name (Beneficial Owner)

Last Name (Joint Beneficial Owner, if applicable) First Name (Joint Beneficial Owner)

Name of IRA Custodian, if applicable

If this account is an IRA, and if you would like any check that you MAY be eligible to receive made payable to the IRA account, please include “IRA” in the “Last Name” box above (e.g., Jones IRA).

B. Complete this Section ONLY if the Beneficial Owner is an Entity; i.e., corporation, trust, estate, etc. Then, proceed to C. Entity Name

Name of Representative, if applicable (Executor, Administrator, Trustee, c/o, etc.)

C. Account/Mailing Information: Specify one of the following: Individual(s) Corporation UGMA Custodian IRA Partnership Estate Trust Other: Number and Street or P.O. Box

City State Zip Code

Foreign Province and Postal Code Foreign Country

Telephone Number (Day) Telephone Number (Evening)

Email Address Account Number

Enter Taxpayer Identification Number below for the Beneficial Owner(s). Social Security Number (for individuals) or Taxpayer Identification Number

Proceed to Part II of this Proof of Claim and Release.

MUST BE POSTMARKED NOT LATER THAN

DATE

For Official Use Only

01


PART II. TRANSACTIONS IN MORTGAGE THE CERTIFICATES 1. PURCHASES AND ACQUISITIONS: List all purchases or acquisitions of eligible Certificates listed on Table A of the attached

Plan of Allocation. Be sure to attach the required documentation. Date(s) of Purchase

or Acquisition (list chronologically)

Month/Day/Year

CUSIP (as provided in Table A of the

Plan of Allocation)

Original Face Value

Current Face Value

Purchase Price

of Certificate

Total Cost (excluding

commissions, taxes & fees)1

2. SALES: List all sales of any of the eligible Certificates listed on Table A of the attached Plan of Allocation. Be sure to attach the

required documentation.

Date(s) of Sale (list chronologically)

Month/Day/Year

CUSIP (as provided in Table A of the

Plan of Allocation)

Original Face Value

Current Face Value

Sales Price of Certificate

Total Received (excluding

commissions, taxes & fees)

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PLEASE PHOTOCOPY THIS PAGE,

WRITE YOUR NAME ON THE COPY AND CHECK THIS BOX: IF YOU DO NOT CHECK THIS BOX, THESE ADDITIONAL PAGES MAY NOT BE REVIEWED.

1 Total Cost as used in this document does not include any adjustments for accrued interest.


PART II. TRANSACTIONS IN THE CERTIFICATES (CONT.) 3. UNSOLD CERTIFICATES THROUGH DATE OF SUBMISSION OF CLAIM FORM: State the CUSIP, Original Face Value and

Current Face Value of the eligible Certificates listed on Table A of the attached Plan of Allocation, that the Claimant still owned on the date of submission of the claim form:

Date of

Submission of Claim Form

CUSIP (as provided in Table A

of the Plan of Allocation) Original Face Value Current Face Value

BE SURE TO ATTACH THE REQUIRED DOCUMENTATION.

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PLEASE PHOTOCOPY THESE PAGES, WRITE YOUR NAME ON THE COPY AND CHECK THIS BOX:

IF YOU DO NOT CHECK THIS BOX, THESE ADDITIONAL PAGES MAY NOT BE REVIEWED. Proceed to Part III of this Proof of Claim and Release.

PART III. RELEASES AND WARRANTIES Release Given By The Underwriter Defendants Class With Respect to the Underwriter Defendant Settlement

1. I (We) understand and acknowledge that, without further action by anyone, on and after the Underwriter Defendant Settlement Effective Date, each Underwriter Defendant Settlement Class Member, on behalf of him, her or itself and any of his, her or its personal representatives, spouse, domestic partner, trustees, heirs, executors, administrators, successors or assignees, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, shall be deemed to have, and by operation of law and of the Underwriter Defendant Settlement Judgment, shall have fully, finally, and forever released, relinquished, waived, discharged and dismissed each and every Underwriter Defendant Released Claim against each and all of the Underwriter Defendant Released Parties, and shall forever be enjoined from pursuing any or all Underwriter Defendant Released Claims against any Underwriter Defendant Released Party in any forum of any kind, whether directly or indirectly, whether on their own behalf or otherwise, and regardless of whether or not such Class Member executes and delivers a Proof of Claim and Release form (except that the foregoing provision shall not apply to any such representative, spouse, domestic partner, trustee, heir, executor, administrator, successor or assign who independently would be a member of the Underwriter Defendant Settlement Class and timely excludes himself, herself or itself). I (We) represent and warrant that I (We) have not assigned, hypothecated, conveyed, transferred or otherwise granted or given any interest in the Underwriter Defendant Released Claims, or any of them, to any other Person, whether or not a Proof of Claim and Release form is executed and delivered by, or on behalf of, such Underwriter Defendants Class Member.

2. “Underwriter Defendants” means Credit Suisse Securities (USA) LLC; Deutsche Bank Securities Inc.; J.P. Morgan Securities LLC; Morgan Stanley & Co., LLC; RBS Securities Inc., and UBS Securities LLC.

3. “Underwriter Defendant Settlement Effective Date,” means the date on which all of the following shall have occurred: (a) the Underwriter Defendant Settling Defendants no longer have the right to terminate the Underwriter Defendant Settlement, or if the Underwriter Defendant Settling Defendants do have such right, they have given written notice to Lead Counsel that they will not exercise such right; (b) Lead Plaintiffs no longer have any right to terminate this Settlement, or if the Lead Plaintiffs do have such right, they have given written notice to Settling Defendants’ Counsel that they will not exercise such right; (c) entry of the Notice Order; (d) approval by the District Court of the Underwriter Defendant Settlement following notice to the Underwriter Defendant Settlement Class and a hearing in accordance with Rule 23 of the Federal Rules of Civil Procedure; and (e) entry by the Court of an Order and Final Judgment and the expiration of any time for appeal or review of the Order and Final Judgment, or, if any appeal is filed and not dismissed, after the Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or review by certiorari or otherwise, and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired, or, in the event that the District Court enters an order and final judgment in a form other than that described above (“Alternative Judgment”) and none of the parties elects to terminate the Underwriter Defendant Settlement, the date that such Alternative Judgment becomes final and no longer subject to appeal or review by certiorari or otherwise, and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired.


4. “Underwriter Defendant Settlement Judgment” means an order of judgment and dismissal approving the Underwriter Defendant Settlement to be rendered by the Court.

5. “Underwriter Defendant Released Parties” means: (a) the Settling Defendants; (b) each of the respective past or present parents, subsidiaries, affiliates, divisions, successors and predecessors of the Settling Defendants; and (c) each of the respective past or present heirs, executors, estates, administrators, officers, directors, managing directors, members, employers, employees, agents, attorneys, advisors, investment advisors, auditors, accountants, insurers, co-insurers, reinsurers, and assigns, of the foregoing in (i) and (ii) in their capacities as such.

6. “Underwriter Defendant Released Claims” means any and all past, present, and future claims (including Unknown Claims), cross-claims, rights, remedies, debts, demands, obligations, liabilities, or causes of action of every nature and description whatsoever (including, but not limited to, any claims for damages, punitive damages, compensation, restitution, rescission, interest, attorneys’ fees or costs, expert or consulting fees, and any other costs, expenses, losses or liabilities of any kind or nature whatsoever) against the Underwriter Defendant Released Parties, whether known or unknown, whether based on federal, state, local, statutory, common, or foreign law, or any other law, rule, or regulation, whether at law or in equity, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, whether class or individual in nature, that Lead Plaintiffs, the Intervenor Plaintiffs, the Proposed Intervenor Plaintiffs, or any other Settlement Class Member (i) asserted in the Action; or (ii) could have asserted in the Action or any other forum that (a) arise out of or are based upon the allegations, transactions, facts, matters, events, disclosures, statements, occurrences, representations, conduct, acts, or omissions or failures to act that were or could have been alleged or asserted in the Action, and (b) relate to the purchase, other acquisition, or sale of the Certificates listed on Table A-1 or any interest therein. “Released Claims” do not include (i) claims relating to the enforcement of this Settlement; (ii) claims, if any, filed prior to July 23, 2014 solely and exclusively to the extent that such claims asserted contractual repurchase rights with respect to any residential mortgage loan included in any of the Offerings; (iii) claims against Defendant IndyMac MBS, Inc.; or (iv) claims against Goldman, Sachs & Co., including claims relating to IndyMac INDA Mortgage Loan Trust 2006-AR3 or IndyMac INDX Mortgage Loan Trust 2007-FLX1.

7. “Underwriter Defendant Settlement Class” means all Persons who at any time purchased or otherwise acquired interests in the Certificates. Excluded from the Settlement Class are those Persons who purchased or otherwise acquired the beneficial interests in any of the Certificates offered in connection with any of the IndyMac MBS Offerings listed on Table A-1 of the attached Plan of Allocation, but who have filed individual actions to separately pursue claims against the Settling Defendants relating to the Certificates listed on Table A-1 or who have filed a valid request for exclusion in accordance with the requirements set forth in the Notice. Also excluded from the Settlement Class are Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, except for any Investment Vehicle, to the extent such entities themselves had a proprietary (i.e., for their own account) interest in the Certificates listed on Table A-1 and not to the extent that they held Certificates in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the Settlement Class.

8. “Underwriter Defendant Settlement Class Member” means a Person that is a member of the Underwriter Defendant Settlement Class. It does not include any Person who has excluded himself, herself or itself by timely filing a request for exclusion in accordance with the requirements set forth in the Notice or who is not otherwise excluded from the class definition. Release Given By The Individual Defendants Class With Respect to the Individual Defendants Settlement

1. I (We) understand and acknowledge that, without further action by anyone, as of January 17, 2013, the Individual Defendants Settlement Effective Date, each Individual Defendants Settlement Class Member, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, has fully, finally, and forever released, relinquished, waived, discharged and dismissed each and every Individual Defendants Released Claim against each and all of the Individual Defendants Released Parties, and is forever enjoined from pursuing any or all Individual Defendants Released Claims against any Individual Defendants Released Party, whether directly or indirectly, whether on their own behalf or otherwise, and regardless of whether or not such Individual Defendants Settlement Class Member executes and delivers a Proof of Claim and Release form. Plaintiffs represent and warrant that they have not assigned, hypothecated, conveyed, transferred or otherwise granted or given any interest in the Individual Defendants Released Claims, or any of them, to any other person or entity, whether or not a Proof of Claim and Release form is executed and delivered by, or on behalf of, such Individual Defendants Settlement Class Member.

2. “Individual Defendants” means S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick and Victor Woodworth. 3. “Individual Defendants Settlement Effective Date” means January 17, 2013. 4. “Individual Defendants Settlement Judgment” means the Order And Final Judgment entered by the Court on December 18,

2012.


5. “Individual Defendants Released Parties” means S. Blair Abernathy, John Olinski, Samir Grover, Simon Heyrick, and Victor Woodworth and their respective present or former spouses, immediate family members, heirs, attorneys (including counsel), agents, representatives, executors, estates, administrators, successors and assigns, and insurers.

6. “Individual Defendants Released Claims” means all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common or foreign law, that Plaintiffs or any other member of the Settlement Class (a) asserted in this Action, or (b) could have asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and that relate to the purchase of any MBS issued pursuant to the Offerings. “Released Claims” shall not include derivative claims, including contractual claims, belonging to the issuing trusts. Nothing herein shall be construed to suggest or imply that any derivative claims exist or have merit. “Released Claims” do not include: (i) claims to enforce the Partial Settlement; and (ii) claims against any Non-Settling Defendants.

7. “Individual Defendants Settlement Class” means all persons or entities who purchased or otherwise acquired beneficial interests in any of the Certificates offered in connection with the IndyMac MBS Offerings listed on Table A-2 of the attached Plan of Allocation. Excluded from the Individual Defendants Settlement Class are Defendants, and their respective officers, affiliates and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any defendants have or had a controlling interest, provided that any Investment Vehicle shall not be deemed an excluded person or entity by definition.

8. “Individual Defendants Settlement Class Member” means a Person that is a member of the Underwriter Defendants Settlement Class.


By signing and submitting this Proof of Claim and Release form, the Claimant(s) or the person(s) who represents the Claimant(s) certifies, as follows:

I (We) submit this Proof of Claim and Release form under the terms of the Underwriter Defendant Stipulation and/or the Individual Defendants Stipulation described in the Underwriter Defendant and Individual Defendants Notices, respectively. I (We) also submit to the jurisdiction of the United States District Court for the Southern District of New York, with respect to my (our) claims as Underwriter Defendant Settlement Class and/or Individual Defendants Settlement Class members and for purposes of enforcing the releases set forth herein. I (We) further acknowledge that I (we) am (are) bound by and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish additional information to the Claims Administrator to support this claim if requested to do so. I (We) have not submitted any other claim covering the same purchases or acquisitions of the Certificates and know of no other person having done so on my (our) behalf.

I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever release, relinquish, waive, discharge and dismiss each and every Underwriter Defendant Released Claim against each and all the Underwriter Defendant Released Parties and/or Individual Defendant Released Claim against each and all the Individual Defendants Released Parties, as defined above,

1. that the Claimant(s) is an (are) Underwriter Defendant Settlement Class Member(s) and/or Individual Defendant Settlement Class Member(s), as defined herein and in the Underwriter Defendant and/or Individual Defendants Notices;

2. that I (we) own(ed) the Certificates identified in the Proof of Claim and Release form, or that, in signing and submitting this Proof of Claim and Release form, I (we) have the authority to act on behalf of the owner(s) thereof;

3. that Claimant(s) may be eligible to receive a distribution from the Underwriter Defendant Net Settlement Fund and/or Individual Defendants Net Settlement Fund;

4. that I (we) agree to furnish such additional information with respect to this Proof of Claim and Release form as the parties, the Claims Administrator or the Court may require;

5. that I (we) waive trial by jury, to the extent it exists, and agree to the Court’s summary disposition of the determination of the validity or amount of the claim made by this Proof of Claim and Release form;

6. that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof;

7. that I (we) have included information requested above about all of my (our) transactions in the applicable Certificates; 8. and that I (we) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a)(1)(c) of the

Internal Revenue Code. NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike the

language that you are not subject to backup withholding in the certification above. The Internal Revenue Service does not require your consent to any provision other than the certification required to avoid backup withholding.


I (We) declare, under penalty of perjury under the laws of the United States of America, that the statements made and answers given in this Proof of Claim and Release form are true and correct and that the documents submitted herewith are true and genuine.

I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct.

Executed this ______ day of ____________________, 2014 in____________________________________, ___________________. (City) (State/Country)

Signature of Claimant (Type or print name of Claimant)

Signature of Joint Claimant, if any (Type or print name of Joint Claimant, if any)

Signature of person signing on behalf of Claimant (Type or print name of person signing on behalf of Claimant)

Capacity of person signing on behalf of Claimant, if other than an individual (e.g., administrator, executor, trustee, president, custodian, power of attorney, etc.)

REMINDER CHECKLIST

1. Please sign the Certification Section of the Proof of Claim and Release form. 2. If this Claim is being made on behalf of joint claimants, then both must sign. 3. Please remember to attach supporting documents. 4. DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS. 5. Keep a copy of your Proof of Claim and Release form and all documentation submitted for your records. 6. The Claims Administrator will acknowledge receipt of your Proof of Claim and Release form by mail, within 60 days. Your

claim is not deemed filed until you receive an acknowledgment postcard. If you do not receive an acknowledgment postcard within 60 days, please call the Claims Administrator toll-free at 1-877-773-8195.

7. If you move, please send your new address to: IndyMac MBS Settlement c/o Rust Consulting, Inc.


1-877-773-8195 www.IndyMacMBSclassaction.com

Do not use highlighter on the Proof of Claim and Release form or supporting documentation. THIS PROOF OF CLAIM AND RELEASE MUST BE POSTMARKED NO LATER THAN <<DATE>>, AND MUST BE MAILED TO:

IndyMac MBS Settlement c/o Rust Consulting, Inc.


ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.


IndyMac Mortgage-Backed Securities Litigation Settlement Appendix A To The Proof of Claim The Proposed Plan Of Allocation

I. GENERAL PROVISIONS 1. This Plan of Allocation is applicable to allocating both the Underwriter Defendant Net Settlement Fund to Underwriter Defendant Settlement Class Members as well as the Individual Defendant Net Settlement Fund to Individual Defendant Settlement Class Members.

2. Each net settlement fund will be distributed to eligible members of the settlement class on whose behalf the fund was created and who timely submit valid proof of claim forms (“Claim Forms”) under this Plan of Allocation, or as otherwise ordered by the Court (“Claimants”).

3. Your share of the net settlement fund from which you are entitled to a distribution will depend on several considerations, including (a) the aggregate value of the Recognized Claims (defined below) (represented by valid and acceptable Claim Forms) that members of that respective settlement class submit to the Claims Administrator, relative to that net settlement fund; (b) when your Certificates were purchased or acquired and the price on the date of purchase; (c) any principal payments received; (d) whether your Certificates were sold, and if so, when they were sold and for how much; and/or (e) if held on the applicable dates of suit identified for each of the Certificates, as set forth in Table A1 (the “Date of Suit”), the price of the Certificates on that date.

4. To determine the amount that a Claimant may recover under the Plan of Allocation, Lead Counsel conferred with a valuation consultant. The proposed Plan of Allocation is generally based upon the statutory measure of damages for claims based on material misrepresentations in the offering documents. For each Claimant, a “Recognized Claim” will be calculated. The calculation of a “Recognized Claim,” as defined below, is not intended to be an estimate of, nor does it indicate, the amount that a class member might have been able to recover after a trial or that class member’s market or “out-of-pocket” loss. Nor is the calculation of a Recognized Claim pursuant to the Plan of Allocation an estimate of the amount that will be paid to Claimants pursuant to the applicable settlement, which would depend on the total amount of all Recognized Claims submitted by Claimants who are members of that class. The Recognized Claim formula provides the basis for proportionately allocating each net settlement fund to Claimants. Each Claimant will receive a pro rata share of the net settlement fund applicable to his, her or its Certificate, based on his, her or its Recognized Claim, subject to the $10.00 minimum threshold mentioned below.

5. Class members are required to include in their Claim Forms, and to submit the required documentation for, all transactions and holdings in any of the Certificates that they have purchased, held, and are currently holding as of submission of the Claim Form. Claim Forms submitted by class members that do not include all transactions in the Certificates will be considered deficient and may be ineligible for a recovery in the settlement affected by the deficiency.

II. CALCULATION OF RECOGNIZED LOSS OR RECOGNIZED GAIN AMOUNTS 6. A “Recognized Loss Amount” or “Recognized Gain Amount” will be calculated for each Certificate purchased or acquired for which adequate documentation is provided (each an “Eligible Certificate”). The calculation of the Recognized Loss Amount or Recognized Gain Amount will depend on several considerations, including: (a) when such Certificates were purchased or acquired and the price paid; (b) any principal payments received; (c) whether your Certificates were sold and, if so, when they were sold and for how much; and/or (d) if held on the Date of Suit, the price of the Certificates on that date.

1 Table A is comprised of two parts: A-1 and A-2. Table A-1 is a list of all eligible Certificates in the Underwriter Defendant Settlement. Table A-2 is a list of all eligible Certificates in the Individual Defendant Settlement. “Table A” as used herein refers to both Tables A-1 and A-2. Tables A, B and C (described below) are incorporated by reference into this proposed Plan of Allocation, and are available on the Settlement website (www.IndyMacMBSclassaction.com) or by calling the Claims Administrator toll-free at (877) 773-8195.

1


7. The calculations under this proposed Plan of Allocation use various financial parameters for each Certificate, including:

a. the price of each Certificate, if any, on the applicable Date of Suit. See Table A, attached hereto;

b. the portion of original face amount remaining on each Certificate as of various dates between the Certificate’s initial offering and the most recent monthly distribution. This portion is commonly referred to as the Certificate’s “Factor”2 and reflects all principal payments received and write-downs incurred;

c. the portion of original face amount remaining on each Certificate as of various dates between the Certificate’s initial offering and the most recent monthly distribution reflecting only principal payments received. This portion is referred to as the Write-Down Free Factor (“WFF”). Tables B and C, which provide, respectively, a complete list of all Factors and WFFs for all Certificates for each relevant date, are available at www.IndyMacMBSclassaction.com or by calling the Claims Administrator toll-free at (877) 773-8195.3

8. For each calculation of a Recognized Loss Amount or Recognized Gain Amount, the purchase price used for the calculation may not exceed the price at which the Certificate was offered to the public, which prices are set forth in Table A. Thus, if the actual purchase price exceeds the price at which the Certificate was offered to the public, the price at which it was offered to the public will be used as the purchase price.

9. If a Claimant has more than one purchase/acquisition or sale of the same Certificate, those transactions will be matched on a first-in-first-out (FIFO) basis. Recognized Gain Amounts on the purchases or acquisitions of the same Certificate will be netted against (used to offset) Recognized Loss Amounts resulting from other purchases or acquisitions of the same Certificate, but will not be used to offset Net Recognized Losses (described further below in Section III of this Plan) resulting from purchases or acquisitions of different Certificates.

10. Notwithstanding any of the other provisions in this proposed Plan of Allocation, for all purchases or acquisitions of Certificates that occurred after the applicable Date of Suit, the Recognized Gain Amount or Recognized Loss Amount for such purchases or acquisitions is zero.

11. Certificates Sold Prior To Date Of Suit: For each Certificate sold prior to the Date of Suit, the Recognized Loss Amount or Recognized Gain Amount is calculated as follows:

a. Step 1: Determine the Original Principal Amount

Original Principal Amount = Original Face Amount of Certificates Purchased x Factor on Date of Purchase x (Purchase Price/100)

2 The Certificates generally entitle investors to principal and interest payments derived from the underlying mortgages. Subsequent to the offering of a Certificate, the principal balance outstanding on a particular class of mortgage-backed securities may be reduced as borrowers make principal payments on their loans, prepay their loans either in whole or in part, or, alternatively, borrowers stop meeting their payment obligations resulting in losses to the trust. As above, such changes in a Certificate’s Factor need to be taken into consideration when allocating the settlement proceeds among Claimants. 3 The Factors reflected in Table B and the WFFs reflected in Table C are presented based on two distinct chronological systems that are appropriate to the distinct purposes for which those tables are used. As the Factors in Table B are used with prices to derive the amount of funds expended or realized in market transactions, the factors are attributed to the appropriate time periods based on the factor convention used by the market, i.e., the previous month’s factor is used up until the current month’s distribution date to administer trades. The WFFs in Table C are used to attribute the receipt of monthly distributions during the holding period of a Certificate to the correct Claimant; and thus, the Certificate-specific record date convention, which determines the legal beneficiary of a monthly distribution, is used to associate the WFFs to the appropriate time period.

2


The original face amount of the Certificates you purchased and the purchase price can be determined from your records. The “Purchase Price” to be used in this formula is the lesser of (i) the actual purchase paid, or (ii) the price at which the Certificate was offered to the public. The value of the Factor on the date of your purchase or sale can be found in Table B.

b. Step 2: Determine the Principal Payments Received

Principal Payments Received = Original Face Amount of Certificates Purchased x (WFF on Date of Purchase – WFF on Date of Sale) The original face amount of the Certificates you purchased can be determined from your records. The WFF on the date of your purchase and the WFF on the date of your sale can be found in Table C.

c. Step 3: Determine the Amount Received on Sale

Amount Received on Sale = Original Face Amount of Certificates Purchased x Factor on Date of Sale x (Sale Price/100) The original face amount of the Certificates you purchased and the sale price can be determined from your records. The Factor on the date of your sale can be found in Table B.

d. Step 4: Calculate Recognized Loss Amount or Recognized Gain Amount Using the Results of Steps 1-3

Recognized Loss Amount or Recognized Gain Amount = Original Principal Amount - Principal Payments Received - Amount Received on Sale If this calculation results in a positive number, the result is a “Recognized Loss Amount.” If this calculation results in a negative number, it is a “Recognized Gain Amount.”

Example 1:4 Investor A purchased $100,000.00 original face amount of Certificate 76113NAL7 (RAST 2006-A7CB 2-A-5) on October 15, 2006. The purchase price was $95.00. On March 7, 2009, Investor A sold its remaining interest in the Certificate. The sales price was $42.00.

(1) Step 1: Investor A uses Table B to determine that the Factor on the date of purchase (October 15, 2006) is 0.958944. Therefore, Original Principal Amount = $100,000.00 x 0.958944 x (95.00/100) = $91,099.68.

(2) Step 2: Investor A uses Table C to determine that the WFFs on the dates of purchase and sale are 0.958944 and 0.700208, respectively. Therefore, Principal Payments Received = $100,000.00 x (0.958944 - 0.700208) = $25,873.60.

(3) Step 3: Investor A uses Table B to determine that the Factor on March 7, 2009 was 0.700208. Therefore, Amount Received on Sale = $100,000.00 x 0.700208 x (42.00/100) = $29,408.74.

(4) Step 4: Investor A uses the results of Steps 1-3 to calculate its Recognized Loss Amount or Recognized Gain Amount: Original Principal Amount less Principal Payments Received less Amount Received on Sale = $91,099.68 - $25,873.60 - $29,408.74 = $35,817.34.

Investor A’s Recognized Loss Amount is $35,817.34.

Note that if a sale did not result in a complete disposition of an investor’s ownership in a particular Certificate (i.e., only a portion of the holdings of a Certificate was sold), a Recognized Loss Amount or Recognized Gain Amount, if any, related to the remaining portion of the Certificate will be calculated separately.

12. Certificates Not Sold: For each Certificate not sold (i.e., still held by the Claimant as of the submission of the Proof of Claim), the Recognized Loss Amount or Recognized Gain Amount is calculated

4 The examples contained herein are for illustration purposes only and investors should not rely on the Certificate prices used (other than prices contained in Table A).

3


using the same steps set forth directly above, except that the calculation proceeds as if the Certificate was sold on the Date of Suit.

Example 2: Investor B purchased $100,000.00 original face amount of Certificate 45667SAL1 (INDX 2006-AR35 1-A-1B) on February 10, 2007. The purchase price was $90.00. Investor B continues to hold this Certificate.

(1) Step 1: Investor B uses Table B to determine that the Factor on the purchase date (February 10, 2007) is 0.980209. Therefore, Original Principal Amount = $100,000.00 x 0.980209 x (90.00/100) = $88,218.81.

(2) Step 2: Investor B uses Table A and Table C to determine that the WFFs on the purchase date and Date of Suit (May 14, 2009) are 0.980209 and 0.758239, respectively. Therefore, Principal Payments Received = $100,000.00 x (0.980209 - 0.758239) = $22,197.00.

(3) Step 3: Investor B uses Table A to determine that the price on the Date of Suit was $14.7957. Investor B uses Table B to determine that the Factor on the Date of Suit was 0.758239. Therefore, Amount Received on Sale = $100,000.00 x 0.758239 x (14.7957/100) = $11,218.68.

(4) Step 4: Investor B uses the results of Steps 1-3 to calculate its Recognized Loss Amount or Recognized Gain Amount: Original Principal Amount less Principal Payments Received less Amount Received on Sale = $88,218.81 - $22,197.00 - $11,218.68 = $54,803.13.

Investor B’s Recognized Loss Amount is $54,803.13.

13. Certificates Sold On Or After Date Of Suit: For each Certificate that was sold on or after the Date of Suit, the Recognized Loss Amount or Recognized Gain Amount is calculated using steps similar to those set forth above in Example 2. For Certificates sold on or after the Date of Suit, the Recognized Loss Amount or Recognized Gain Amount shall be calculated using the greater of the sum of Principal Payments Received and Amount Received on Sale (Steps 2 and 3) as of (i) the Date of Suit for that Certificate (see Table A); or (ii) the Date of Actual Sale.

Example 3: Investor C purchased $100,000.00 original face amount of Certificate 45661SAF0 (INDA 2006-AR2 2-C-M) on August 20, 2006. The purchase price was $100.00. On April 28, 2011, Investor C sold its remaining interest in the Certificate. The sales price was $60.00.

(1) Step 1: Investor C uses Table B to determine that the Factor on the date of purchase (August 20, 2006) is 1.000000. Therefore, Original Principal Amount = $100,000.00 x 1.000000 x (100.00/100) = $100,000.00.

(2) Steps 2 and 3: Investor C conducts independent summations of Principal Payments Received and Amount Received on Sale for both (1) the Date of Suit; and (2) the Date of Actual Sale. Investor C shall use the greater of the sums in Step 4.

(a) Date of Suit

Investor C first uses Table C to determine that the WFFs on the purchase date and the Date of Suit (May 14, 2009) are 1.000000 and 0.631391, respectively. Therefore, Principal Payments Received as of Date of Suit = $100,000.00 x (1.000000 - 0.631391) = $36,860.90.

Investor C then uses Table A to determine that the price on the Date of Suit was $57.4799. Investor C uses Table B to determine that the Factor on the Date of Suit was 0.637459. Therefore, Amount Received on Sale on the Date of Suit = $100,000.00 x 0.637459 x (57.4799/100) = $36,641.08.

The sum of Steps 2 and 3 for the Date of Suit is $36,860.90 + $36,641.08 = $73,501.98.

(b) Date of Actual Sale

4


Investor C first uses Table C to determine that the WFFs on the purchase date and Date of Actual Sale (April 28, 2011) are 1.000000 and 0.463227, respectively. Therefore, Principal Payments Received as of Date of Actual Sale = $100,000.00 x (1.000000 - 0.463227) = $53,677.30.

Investor C uses the actual sales price of $60.00. Investor C uses Table B to determine that the Factor on the Date of Actual Sale was 0.151383. Therefore, Amount Received on Sale on the Date of Actual Sale = $100,000.00 x 0.151383 x (60.00/100) = $9,082.98.

The sum of Steps 2 and 3 for the Date of Actual Sale is $53,677.30 + $9,082.98 = $62,760.28.

Investor C shall use $73,501.98 (rather than $62,760.28) in Step 4.

(3) Step 4: Investor C uses the results of Steps 1-3 to calculate its Recognized Loss Amount or Recognized Gain Amount.

Original Principal Amount less the greater of the sums from Steps 2 and 3 above (i.e., Principal Payments Received + Amount Received on Sale) = $100,000.00 - $73,501.98 = $26,498.02.

Investor C’s Recognized Loss Amount is $26,498.02.

III. CALCULATION OF THE CLAIMANT’S RECOGNIZED CLAIM AND DISTRIBUTION AMOUNT

14. For each Certificate, a Claimant’s Net Recognized Loss will be calculated by totaling all of the Claimant’s Recognized Loss Amounts for a Certificate and subtracting from that total all Recognized Gain Amounts for the same Certificate. If this calculation results in a positive number, that figure will be the Claimant’s Net Recognized Loss for that Certificate. If the calculation results in a negative number, the Claimant’s Net Recognized Loss for that Certificate will be zero and the Claimant will not receive any recovery from the net settlement fund as a result of its purchases or acquisitions of that Certificate.

15. A Claimant’s “Recognized Claim” is the sum of all the Claimant’s Net Recognized Losses for all of the Certificates.

16. Each net settlement fund will be distributed to the Claimants who purchased Certificates covered by that settlement on a pro rata basis based on the relative size of their Recognized Claims in that settlement. Specifically, a “Distribution Amount” will be calculated for each Claimant, which shall be the Claimant’s Recognized Claim divided by the total Recognized Claims of all Claimants, multiplied by the total amount in the net settlement fund. If any Claimant’s Distribution Amount calculates to less than $10.00, it will not be included in the calculation and no distribution will be made to such Claimant. The Recognized Claims of any Claimants whose Distribution Amounts would be less than $10.00 are then excluded and the total Recognized Claims of all other Claimants are totaled to determine the pro rata Distribution Amounts for the Authorized Claimants who will receive $10.00 or more.

17. The Underwriter Defendant Net Settlement Fund will be distributed on a pro rata basis to the Underwriter Defendant Settlement Class Members who are Authorized Claimants and the Individual Defendant Net Settlement Fund will be distributed on a pro rata basis to the Individual Defendant Settlement Class Members who are Authorized Claimants. These distribution calculations will be conducted separately for each Settlement Fund.

5


TABLE A-1

Certificate CUSIP Date of Suit Offering PriceDate of Suit

Price1. IndyMac IMJA Mortgage Loan Trust 2007-A1 A1 456652AA4 5/14/2009 $100.0000 $84.68542. IndyMac IMJA Mortgage Loan Trust 2007-A1 A2 456652AB2 5/14/2009 $100.0000 $39.97683. IndyMac IMJA Mortgage Loan Trust 2007-A1 A3 456652AC0 5/14/2009 $100.0000 $36.53294. IndyMac IMJA Mortgage Loan Trust 2007-A1 A4 456652AD8 5/14/2009 $100.0000 $43.07215. IndyMac IMJA Mortgage Loan Trust 2007-A1 A5 456652AE6 5/14/2009 $100.0000 $56.77296. IndyMac IMJA Mortgage Loan Trust 2007-A1 A6 456652AF3 5/14/2009 $100.0000 $47.53707. IndyMac IMJA Mortgage Loan Trust 2007-A1 A7 456652AG1 5/14/2009 $100.0000 $43.94828. IndyMac IMJA Mortgage Loan Trust 2007-A1 A8 456652AH9 5/14/2009 $100.0000 $37.83669. IndyMac IMJA Mortgage Loan Trust 2007-A1 AX 456652AK2 5/14/2009 $1.3750 $0.731810. IndyMac IMJA Mortgage Loan Trust 2007-A1 PO 456652AJ5 5/14/2009 $62.0000 $56.213211. IndyMac IMJA Mortgage Loan Trust 2007-A1 B1 456652AM8 5/14/2009 $100.0000 $6.514112. IndyMac IMJA Mortgage Loan Trust 2007-A1 B2 456652AN6 5/14/2009 $100.0000 $5.261413. IndyMac IMJA Mortgage Loan Trust 2007-A1 B3 456652AP1 5/14/2009 $100.0000 $4.762214. IndyMac IMJA Mortgage Loan Trust 2007-A2 1A1 456654AA0 5/14/2009 $100.0000 $61.736515. IndyMac IMJA Mortgage Loan Trust 2007-A2 1A2 456654AB8 5/14/2009 $100.0000 $33.943416. IndyMac IMJA Mortgage Loan Trust 2007-A2 2A1 456654AC6 5/14/2009 $100.0000 $54.557917. IndyMac IMJA Mortgage Loan Trust 2007-A2 2A2 456654AD4 5/14/2009 $100.0000 $35.291718. IndyMac IMJA Mortgage Loan Trust 2007-A2 2A3 456654AE2 5/14/2009 $100.0000 $54.557919. IndyMac IMJA Mortgage Loan Trust 2007-A2 3A1 456654AF9 5/14/2009 $100.0000 $56.359920. IndyMac IMJA Mortgage Loan Trust 2007-A2 3A2 456654AG7 5/14/2009 $100.0000 $39.633921. IndyMac IMJA Mortgage Loan Trust 2007-A2 AX 456654AJ1 5/14/2009 $1.2500 $0.648122. IndyMac IMSC Mortgage Loan Trust 2007-F1 1A1 456671AA4 5/14/2009 $100.0000 $54.812523. IndyMac IMSC Mortgage Loan Trust 2007-F1 1A2 456671AB2 5/14/2009 $100.0000 $47.812524. IndyMac IMSC Mortgage Loan Trust 2007-F1 2A1 456671AC0 5/14/2009 $100.0000 $54.500025. IndyMac IMSC Mortgage Loan Trust 2007-F1 2A2 456671AD8 5/14/2009 $100.0000 $44.500026. IndyMac IMSC Mortgage Loan Trust 2007-F1 PO 456671AE6 5/14/2009 $63.96875 $52.032327. IndyMac IMSC Mortgage Loan Trust 2007-F1 AX 456671AF3 5/14/2009 $0.99489 $8.165428. IndyMac INDA Mortgage Loan Trust 2006-AR1 A1 45662BAA7 5/14/2009 $100.0000 $75.348529. IndyMac INDA Mortgage Loan Trust 2006-AR1 A2 45662BAB5 5/14/2009 $100.0000 $65.576730. IndyMac INDA Mortgage Loan Trust 2006-AR1 A2X 45662BAC3 5/14/2009 $0.60156 $7.992331. IndyMac INDA Mortgage Loan Trust 2006-AR1 A3 45662BAD1 5/14/2009 $100.0000 $58.029632. IndyMac INDA Mortgage Loan Trust 2006-AR1 A4 45662BAE9 5/14/2009 $100.0000 $14.634433. IndyMac INDA Mortgage Loan Trust 2006-AR1 A4X 45662BAF6 5/14/2009 $0.64063 $8.369734. IndyMac INDA Mortgage Loan Trust 2006-AR1 B1 45662BAH2 5/14/2009 $100.0000 $11.568335. IndyMac INDA Mortgage Loan Trust 2006-AR1 B2 45662BAJ8 5/14/2009 $100.0000 $6.812036. IndyMac INDA Mortgage Loan Trust 2006-AR1 B3 45662BAK5 5/14/2009 $100.0000 $4.684037. IndyMac INDA Mortgage Loan Trust 2007-AR1 1A1 45669AAA2 5/14/2009 $100.0000 $55.965238. IndyMac INDA Mortgage Loan Trust 2007-AR1 1A2 45669AAB0 5/14/2009 $100.0000 $63.606139. IndyMac INDA Mortgage Loan Trust 2007-AR1 1A3 45669AAC8 5/14/2009 $100.0000 $42.281940. IndyMac INDA Mortgage Loan Trust 2007-AR1 2A1 45669AAD6 5/14/2009 $100.0000 $56.269641. IndyMac INDA Mortgage Loan Trust 2007-AR1 2A2 45669AAE4 5/14/2009 $100.0000 $64.243342. IndyMac INDA Mortgage Loan Trust 2007-AR1 2A3 45669AAF1 5/14/2009 $100.0000 $37.696243. IndyMac INDA Mortgage Loan Trust 2007-AR1 3A1 45669AAG9 5/14/2009 $100.0000 $60.928844. IndyMac INDA Mortgage Loan Trust 2007-AR1 B1 45669AAJ3 5/14/2009 $100.0000 $10.748045. IndyMac INDA Mortgage Loan Trust 2007-AR1 B2 45669AAK0 5/14/2009 $100.0000 $7.280646. IndyMac INDA Mortgage Loan Trust 2007-AR1 B3 45669AAL8 5/14/2009 $100.0000 $5.833447. IndyMac INDA Mortgage Loan Trust 2007-AR2 A1 456679AA7 5/14/2009 $100.0000 $61.868248. IndyMac INDA Mortgage Loan Trust 2007-AR2 A2 456679AB5 5/14/2009 $100.0000 $25.683249. IndyMac INDA Mortgage Loan Trust 2007-AR2 B1 456679AD1 5/14/2009 $100.0000 $6.157250. IndyMac INDA Mortgage Loan Trust 2007-AR2 B2 456679AE9 5/14/2009 $100.0000 $3.600951. IndyMac INDA Mortgage Loan Trust 2007-AR2 B3 456679AF6 5/14/2009 $100.0000 $0.835052. IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H2 A 45661DAA4 5/14/2009 $100.0000 $42.565353. IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H3 A 45664UAA3 5/14/2009 $100.0000 $26.511854. IndyMac INDX Mortgage Loan Trust 2006-AR13 A1 45661XAA0 5/14/2009 $100.0000 $55.199555. IndyMac INDX Mortgage Loan Trust 2006-AR13 A2 45661XAB8 5/14/2009 $100.0000 $42.542956. IndyMac INDX Mortgage Loan Trust 2006-AR13 A2X 45661XAC6 5/14/2009 $0.8125 $8.420957. IndyMac INDX Mortgage Loan Trust 2006-AR13 A3 45661XAD4 5/14/2009 $100.0000 $52.438758. IndyMac INDX Mortgage Loan Trust 2006-AR13 A4 45661XAE2 5/14/2009 $100.0000 $6.553759. IndyMac INDX Mortgage Loan Trust 2006-AR13 A4X 45661XAF9 5/14/2009 $0.9375 $7.772460. IndyMac INDX Mortgage Loan Trust 2006-AR13 B1 45661XAH5 5/14/2009 $100.0000 $14.586961. IndyMac INDX Mortgage Loan Trust 2006-AR13 B2 45661XAJ1 5/14/2009 $100.0000 $5.094862. IndyMac INDX Mortgage Loan Trust 2006-AR13 B3 45661XAK8 5/14/2009 $100.0000 $1.566263. IndyMac INDX Mortgage Loan Trust 2006-AR21 A1 45660HAA6 5/14/2009 $100.0000 $27.496364. IndyMac INDX Mortgage Loan Trust 2006-AR21 A2 45660HAB4 5/14/2009 $100.0000 $14.724265. IndyMac INDX Mortgage Loan Trust 2006-AR21 M1 45660HAD0 5/14/2009 $100.0000 $0.387766. IndyMac INDX Mortgage Loan Trust 2006-AR21 M2 45660HAE8 5/14/2009 $100.0000 $0.226667. IndyMac INDX Mortgage Loan Trust 2006-AR21 M3 45660HAF5 5/14/2009 $100.0000 $0.104668. IndyMac INDX Mortgage Loan Trust 2006-AR21 M4 45660HAG3 5/14/2009 $100.0000 $0.025769. IndyMac INDX Mortgage Loan Trust 2006-AR21 M5 45660HAH1 5/14/2009 $100.0000 $0.000070. IndyMac INDX Mortgage Loan Trust 2006-AR21 M6 45660HAJ7 5/14/2009 $100.0000 $0.000071. IndyMac INDX Mortgage Loan Trust 2006-AR21 M7 45660HAK4 5/14/2009 $100.0000 $0.000072. IndyMac INDX Mortgage Loan Trust 2006-AR21 M8 45660HAL2 5/14/2009 $100.0000 $0.000073. IndyMac INDX Mortgage Loan Trust 2006-AR21 M9 45660HAM0 5/14/2009 $100.0000 $0.0000


TABLE A-1


Price74. IndyMac INDX Mortgage Loan Trust 2006-AR21 M10 45660HAN8 5/14/2009 $100.0000 $0.000075. IndyMac INDX Mortgage Loan Trust 2006-AR21 M11 45660HAP3 5/14/2009 $100.0000 $0.000076. IndyMac INDX Mortgage Loan Trust 2006-AR23 A1 45664BAA5 5/14/2009 $100.0000 $62.198877. IndyMac INDX Mortgage Loan Trust 2006-AR23 A2 45664BAB3 5/14/2009 $100.0000 $19.607378. IndyMac INDX Mortgage Loan Trust 2006-AR23 B1 45664BAD9 5/14/2009 $100.0000 $8.781679. IndyMac INDX Mortgage Loan Trust 2006-AR23 B2 45664BAE7 5/14/2009 $100.0000 $6.966980. IndyMac INDX Mortgage Loan Trust 2006-AR23 B3 45664BAF4 5/14/2009 $100.0000 $1.030981. IndyMac INDX Mortgage Loan Trust 2006-AR25 1A1 45661HAA5 5/14/2009 $100.0000 $51.697882. IndyMac INDX Mortgage Loan Trust 2006-AR25 1A2 45661HAB3 5/14/2009 $100.0000 $25.303683. IndyMac INDX Mortgage Loan Trust 2006-AR25 2A1 45661HAC1 5/14/2009 $100.0000 $54.776184. IndyMac INDX Mortgage Loan Trust 2006-AR25 2A2 45661HAD9 5/14/2009 $100.0000 $28.046985. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A1 45661HAE7 5/14/2009 $100.0000 $50.761986. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A2 45661HAF4 5/14/2009 $100.0000 $40.543387. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A3 45661HAG2 5/14/2009 $1.0000 $0.752388. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A4 45661HAH0 5/14/2009 $100.0000 $18.770389. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A1 45661HAJ6 5/14/2009 $100.0000 $56.116590. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A2 45661HAK3 5/14/2009 $100.0000 $54.891591. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A3 45661HAL1 5/14/2009 $100.0000 $16.044292. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A4 45661HAM9 5/14/2009 $2.0000 $0.685293. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A5 45661HBD8 5/14/2009 $100.0000 $30.526694. IndyMac INDX Mortgage Loan Trust 2006-AR25 5A1 45661HAN7 5/14/2009 $100.0000 $49.791095. IndyMac INDX Mortgage Loan Trust 2006-AR25 5A2 45661HAP2 5/14/2009 $100.0000 $24.374096. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A1 45661HAQ0 5/14/2009 $100.0000 $50.936397. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A2 45661HAR8 5/14/2009 $100.0000 $10.182098. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A3 45661HAS6 5/14/2009 $2.0000 $0.904699. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A4 45661HAT4 5/14/2009 $100.0000 $32.7499100. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A5 45661HAU1 5/14/2009 $100.0000 $24.9050101. IndyMac INDX Mortgage Loan Trust 2006-AR25 B1 45661HAW7 5/14/2009 $100.0000 $6.7826102. IndyMac INDX Mortgage Loan Trust 2006-AR25 B2 45661HAX5 5/14/2009 $100.0000 $0.0000103. IndyMac INDX Mortgage Loan Trust 2006-AR25 B3 45661HAY3 5/14/2009 $100.0000 $0.0000104. IndyMac INDX Mortgage Loan Trust 2006-AR27 1A1 45661LAA6 5/14/2009 $100.0000 $94.3130105. IndyMac INDX Mortgage Loan Trust 2006-AR27 1A2 45661LAB4 5/14/2009 $100.0000 $25.1720106. IndyMac INDX Mortgage Loan Trust 2006-AR27 1A3 45661LAC2 5/14/2009 $100.0000 $11.6983107. IndyMac INDX Mortgage Loan Trust 2006-AR27 1A4 45661LAD0 5/14/2009 $100.0000 $27.5080108. IndyMac INDX Mortgage Loan Trust 2006-AR27 1A5 45661LAE8 5/14/2009 $100.0000 $14.3999109. IndyMac INDX Mortgage Loan Trust 2006-AR27 2A1 45661LAF5 5/14/2009 $100.0000 $38.1585110. IndyMac INDX Mortgage Loan Trust 2006-AR27 2A2 45661LAG3 5/14/2009 $100.0000 $38.6775111. IndyMac INDX Mortgage Loan Trust 2006-AR27 2A3 45661LAH1 5/14/2009 $100.0000 $16.6747112. IndyMac INDX Mortgage Loan Trust 2006-AR27 M1 45661LAJ7 5/14/2009 $100.0000 $1.1327113. IndyMac INDX Mortgage Loan Trust 2006-AR27 M2 45661LAK4 5/14/2009 $100.0000 $0.9630114. IndyMac INDX Mortgage Loan Trust 2006-AR27 M3 45661LAL2 5/14/2009 $100.0000 $0.9756115. IndyMac INDX Mortgage Loan Trust 2006-AR27 M4 45661LAM0 5/14/2009 $100.0000 $0.9768116. IndyMac INDX Mortgage Loan Trust 2006-AR27 M5 45661LAN8 5/14/2009 $100.0000 $0.5349117. IndyMac INDX Mortgage Loan Trust 2006-AR27 M6 45661LAP3 5/14/2009 $100.0000 $0.3198118. IndyMac INDX Mortgage Loan Trust 2006-AR27 M7 45661LAQ1 5/14/2009 $100.0000 $0.1690119. IndyMac INDX Mortgage Loan Trust 2006-AR27 M8 45661LAR9 5/14/2009 $100.0000 $0.1027120. IndyMac INDX Mortgage Loan Trust 2006-AR27 M9 45661LAS7 5/14/2009 $100.0000 $0.0000121. IndyMac INDX Mortgage Loan Trust 2006-AR33 1A1 45668JAA4 5/14/2009 $100.0000 $75.5648122. IndyMac INDX Mortgage Loan Trust 2006-AR33 1A21 45668JAB2 5/14/2009 $100.0000 $60.0072123. IndyMac INDX Mortgage Loan Trust 2006-AR33 1A22 45668JAC0 5/14/2009 $100.0000 $29.2806124. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A11 45668JAD8 5/14/2009 $100.0000 $64.9563125. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A12 45668JAE6 5/14/2009 $100.0000 $37.9653126. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A21 45668JAF3 5/14/2009 $100.0000 $57.2817127. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A2X 45668JAG1 5/14/2009 $1.1250 $0.5021128. IndyMac INDX Mortgage Loan Trust 2006-AR33 3A1 45668JAH9 5/14/2009 $100.0000 $57.0827129. IndyMac INDX Mortgage Loan Trust 2006-AR33 3A2 45668JAJ5 5/14/2009 $100.0000 $34.7761130. IndyMac INDX Mortgage Loan Trust 2006-AR33 4A1 45668JAK2 5/14/2009 $100.0000 $46.1639131. IndyMac INDX Mortgage Loan Trust 2006-AR33 4A2 45668JAL0 5/14/2009 $100.0000 $23.0371132. IndyMac INDX Mortgage Loan Trust 2006-AR33 4AX 45668JAM8 5/14/2009 $0.3125 $0.3685133. IndyMac INDX Mortgage Loan Trust 2006-AR33 IB1 45668JAP1 5/14/2009 $100.0000 $11.5337134. IndyMac INDX Mortgage Loan Trust 2006-AR33 IB2 45668JAQ9 5/14/2009 $100.0000 $8.5631135. IndyMac INDX Mortgage Loan Trust 2006-AR33 IB3 45668JAR7 5/14/2009 $100.0000 $5.8064136. IndyMac INDX Mortgage Loan Trust 2006-AR33 IIB1 45668JAS5 5/14/2009 $100.0000 $7.1441137. IndyMac INDX Mortgage Loan Trust 2006-AR33 IIB2 45668JAT3 5/14/2009 $100.0000 $3.6909138. IndyMac INDX Mortgage Loan Trust 2006-AR33 IIB3 45668JAU0 5/14/2009 $100.0000 $1.5931139. IndyMac INDX Mortgage Loan Trust 2006-AR37 1A1 45668LAA9 5/14/2009 $100.0000 $70.3710140. IndyMac INDX Mortgage Loan Trust 2006-AR37 1A21 45668LAB7 5/14/2009 $100.0000 $58.9536141. IndyMac INDX Mortgage Loan Trust 2006-AR37 1A2X 45668LAW1 5/14/2009 $0.25403 $0.3051142. IndyMac INDX Mortgage Loan Trust 2006-AR37 2A1 45668LAC5 5/14/2009 $100.0000 $50.2231143. IndyMac INDX Mortgage Loan Trust 2006-AR37 2A21 45668LAD3 5/14/2009 $100.0000 $21.8343144. IndyMac INDX Mortgage Loan Trust 2006-AR37 2A2X 45668LAE1 5/14/2009 $0.60776 $0.3241145. IndyMac INDX Mortgage Loan Trust 2006-AR37 1B1 45668LAG6 5/14/2009 $100.0000 $11.9031146. IndyMac INDX Mortgage Loan Trust 2006-AR37 1B2 45668LAH4 5/14/2009 $100.0000 $7.6023


TABLE A-1


Price147. IndyMac INDX Mortgage Loan Trust 2006-AR37 1B3 45668LAJ0 5/14/2009 $100.0000 $4.6334148. IndyMac INDX Mortgage Loan Trust 2006-AR37 2B1 45668LAK7 5/14/2009 $100.0000 $4.0923149. IndyMac INDX Mortgage Loan Trust 2006-AR37 2B2 45668LAL5 5/14/2009 $100.0000 $2.2503150. IndyMac INDX Mortgage Loan Trust 2006-AR37 2B3 45668LAM3 5/14/2009 $100.0000 $0.0000151. IndyMac INDX Mortgage Loan Trust 2006-AR41 A1 45668NAA5 5/14/2009 $100.0000 $35.5145152. IndyMac INDX Mortgage Loan Trust 2006-AR41 A2 45668NAB3 5/14/2009 $100.0000 $19.9154153. IndyMac INDX Mortgage Loan Trust 2006-AR41 A3 45668NAC1 5/14/2009 $100.0000 $36.9783154. IndyMac INDX Mortgage Loan Trust 2006-AR41 A4 45668NAD9 5/14/2009 $100.0000 $14.3949155. IndyMac INDX Mortgage Loan Trust 2006-AR41 M1 45668NAF4 5/14/2009 $100.0000 $0.9959156. IndyMac INDX Mortgage Loan Trust 2006-AR41 M2 45668NAG2 5/14/2009 $100.0000 $0.5598157. IndyMac INDX Mortgage Loan Trust 2006-AR41 M3 45668NAH0 5/14/2009 $100.0000 $0.1932158. IndyMac INDX Mortgage Loan Trust 2006-AR41 M4 45668NAJ6 5/14/2009 $100.0000 $0.1032159. IndyMac INDX Mortgage Loan Trust 2006-AR41 M5 45668NAK3 5/14/2009 $100.0000 $0.0629160. IndyMac INDX Mortgage Loan Trust 2006-AR41 M6 45668NAL1 5/14/2009 $100.0000 $0.0000161. IndyMac INDX Mortgage Loan Trust 2006-R1 A1 45662JAA0 5/14/2009 $100.0000 $71.5506162. IndyMac INDX Mortgage Loan Trust 2006-R1 A2 45662JAB8 5/14/2009 $100.0000 $45.6257163. IndyMac INDX Mortgage Loan Trust 2006-R1 A3 45662JAC6 5/14/2009 $100.0000 $31.0319164. IndyMac INDX Mortgage Loan Trust 2007-AR5 1A1 45669EAA4 5/14/2009 $100.0000 $46.1337165. IndyMac INDX Mortgage Loan Trust 2007-AR5 2A1 45669EAC0 5/14/2009 $100.0000 $46.0492166. IndyMac INDX Mortgage Loan Trust 2007-AR5 CM 45669EAD8 5/14/2009 $100.0000 $21.1435167. IndyMac INDX Mortgage Loan Trust 2007-AR5 3A1 45669EAE6 5/14/2009 $100.0000 $46.7243168. IndyMac INDX Mortgage Loan Trust 2007-AR5 3A2 45669EAF3 5/14/2009 $100.0000 $13.4034169. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A11 45669EAK2 5/14/2009 $100.0000 $46.1131170. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A12 45669EAL0 5/14/2009 $100.0000 $19.6334171. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A21 45669EAM8 5/14/2009 $100.0000 $32.5456172. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A22 45669EAN6 5/14/2009 $100.0000 $9.2652173. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M1 45669EAP1 5/14/2009 $100.0000 $3.8496174. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M2 45669EAQ9 5/14/2009 $100.0000 $3.8397175. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M3 45669EAR7 5/14/2009 $100.0000 $3.0911176. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M4 45669EAS5 5/14/2009 $100.0000 $0.2743177. IndyMac INDX Mortgage Loan Trust 2007-AR5 B1 45669EAG1 5/14/2009 $100.0000 $3.1790178. IndyMac INDX Mortgage Loan Trust 2007-AR5 B2 45669EAH9 5/14/2009 $100.0000 $0.0000179. IndyMac INDX Mortgage Loan Trust 2007-AR5 B3 45669EAJ5 5/14/2009 $100.0000 $0.0000180. IndyMac INDX Mortgage Loan Trust 2007-AR9 1A1 45669YAA0 5/14/2009 $100.0000 $56.3333181. IndyMac INDX Mortgage Loan Trust 2007-AR9 1X 45669YAQ5 5/14/2009 $0.59375 $0.6198182. IndyMac INDX Mortgage Loan Trust 2007-AR9 2A1 45669YAC6 5/14/2009 $100.0000 $57.6304183. IndyMac INDX Mortgage Loan Trust 2007-AR9 2X 45669YAE2 5/14/2009 $0.59375 $0.6206184. IndyMac INDX Mortgage Loan Trust 2007-AR9 CM 45669YAR3 5/14/2009 $100.0000 $13.0882185. IndyMac INDX Mortgage Loan Trust 2007-AR9 3A1 45669YAS1 5/14/2009 $100.0000 $57.4882186. IndyMac INDX Mortgage Loan Trust 2007-AR9 3A2 45669YAT9 5/14/2009 $100.0000 $27.2083187. IndyMac INDX Mortgage Loan Trust 2007-AR9 3X 45669YAU6 5/14/2009 $0.46875 $0.4156188. IndyMac INDX Mortgage Loan Trust 2007-AR9 B1 45669YAG7 5/14/2009 $100.0000 $4.0949189. IndyMac INDX Mortgage Loan Trust 2007-AR9 B2 45669YAH5 5/14/2009 $100.0000 $3.5165190. IndyMac INDX Mortgage Loan Trust 2007-AR9 B3 45669YAJ1 5/14/2009 $100.0000 $0.0753191. IndyMac INDX Mortgage Loan Trust 2007-FLX3 A1 45670AAA9 5/14/2009 $100.0000 $50.8299192. IndyMac INDX Mortgage Loan Trust 2007-FLX3 A2 45670AAB7 5/14/2009 $100.0000 $22.4637193. IndyMac INDX Mortgage Loan Trust 2007-FLX3 A3 45670AAC5 5/14/2009 $100.0000 $17.1647194. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M1 45670AAE1 5/14/2009 $100.0000 $1.9510195. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M2 45670AAF8 5/14/2009 $100.0000 $1.4606196. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M3 45670AAG6 5/14/2009 $100.0000 $1.3169197. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M4 45670AAH4 5/14/2009 $100.0000 $1.0202198. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M5 45670AAJ0 5/14/2009 $100.0000 $0.8469199. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M6 45670AAK7 5/14/2009 $100.0000 $0.3972200. Residential Asset Securitization Trust 2006-A7CB 1A1 76113NAA1 5/14/2009 $100.0000 $41.8405201. Residential Asset Securitization Trust 2006-A7CB 1A2 76113NAB9 5/14/2009 $0.5000 $5.7723202. Residential Asset Securitization Trust 2006-A7CB 1A3 76113NAC7 5/14/2009 $100.0000 $60.4237203. Residential Asset Securitization Trust 2006-A7CB 1A4 76113NAD5 5/14/2009 $100.0000 $45.3882204. Residential Asset Securitization Trust 2006-A7CB 1A5 76113NAE3 5/14/2009 $100.0000 $37.1526205. Residential Asset Securitization Trust 2006-A7CB 1A6 76113NAF0 5/14/2009 $0.7500 $6.9403206. Residential Asset Securitization Trust 2006-A7CB 2A1 76113NAG8 5/14/2009 $100.0000 $56.5000207. Residential Asset Securitization Trust 2006-A7CB 2A2 76113NAH6 5/14/2009 $100.0000 $34.8764208. Residential Asset Securitization Trust 2006-A7CB 2A3 76113NAJ2 5/14/2009 $1.7500 $6.5481209. Residential Asset Securitization Trust 2006-A7CB 2A4 76113NAK9 5/14/2009 $100.0000 $24.4313210. Residential Asset Securitization Trust 2006-A7CB 2A5 76113NAL7 5/14/2009 $100.0000 $39.4115211. Residential Asset Securitization Trust 2006-A7CB 2A6 76113NAM5 5/14/2009 $104.0000 $169.0931212. Residential Asset Securitization Trust 2006-A7CB 2A7 76113NAN3 5/14/2009 $2.7500 $7.3967213. Residential Asset Securitization Trust 2006-A7CB 3A1 76113NAP8 5/14/2009 $100.0000 $51.5000214. Residential Asset Securitization Trust 2006-A7CB 3A2 76113NAQ6 5/14/2009 $100.0000 $46.5000215. Residential Asset Securitization Trust 2006-A7CB PO 76113NAR4 5/14/2009 $65.0000 $53.5517216. Residential Asset Securitization Trust 2006-A7CB B1 76113NAU7 5/14/2009 $100.0000 $2.2101217. Residential Asset Securitization Trust 2006-A7CB B2 76113NAV5 5/14/2009 $100.0000 $0.6448218. Residential Asset Securitization Trust 2006-A7CB B3 76113NAW3 5/14/2009 $100.0000 $0.0368219. Residential Asset Securitization Trust 2006-A7CB AX 76113NAS2 5/14/2009 $17.2250 $7.4400


TABLE A-1


Price220. Residential Asset Securitization Trust 2006-A11 1A1 76113TAA8 5/14/2009 $85.0000 $38.9292221. Residential Asset Securitization Trust 2006-A11 1A2 76113TAB6 5/14/2009 $100.0000 $62.3807222. Residential Asset Securitization Trust 2006-A11 1A3 76113TAC4 5/14/2009 $100.0000 $54.5423223. Residential Asset Securitization Trust 2006-A11 1A4 76113TAD2 5/14/2009 $100.0000 $50.7019224. Residential Asset Securitization Trust 2006-A11 1A5 76113TAE0 5/14/2009 $100.0000 $44.9608225. Residential Asset Securitization Trust 2006-A11 1A6 76113TAF7 5/14/2009 $100.0000 $33.5173226. Residential Asset Securitization Trust 2006-A11 1A7 76113TAG5 5/14/2009 $90.0000 $29.5987227. Residential Asset Securitization Trust 2006-A11 B1 76113TAQ3 5/14/2009 $100.0000 $1.2594228. Residential Asset Securitization Trust 2006-A11 B2 76113TAR1 5/14/2009 $100.0000 $0.0000229. Residential Asset Securitization Trust 2006-A11 B3 76113TAS9 5/14/2009 $100.0000 $0.0000230. Residential Asset Securitization Trust 2006-A12 A1 76113XAA9 5/14/2009 $100.0000 $56.9613231. Residential Asset Securitization Trust 2006-A12 A2 76113XAB7 5/14/2009 $100.0000 $34.5496232. Residential Asset Securitization Trust 2006-A12 A3 76113XAC5 5/14/2009 $100.0000 $41.4497233. Residential Asset Securitization Trust 2006-A12 A4 76113XAD3 5/14/2009 $1.3740 $1.5021234. Residential Asset Securitization Trust 2006-A12 PO 76113XAE1 5/14/2009 $70.7500 $83.6214235. Residential Asset Securitization Trust 2006-A12 B1 76113XAH4 5/14/2009 $100.0000 $5.8202236. Residential Asset Securitization Trust 2006-A12 B2 76113XAJ0 5/14/2009 $100.0000 $0.0000237. Residential Asset Securitization Trust 2006-A12 B3 76113XAK7 5/14/2009 $100.0000 $0.0000238. Residential Asset Securitization Trust 2006-A13 A1 76113HAA4 5/14/2009 $100.0000 $35.8415239. Residential Asset Securitization Trust 2006-A13 AX 76113HAB2 5/14/2009 $12.6750 $11.3764240. Residential Asset Securitization Trust 2006-A13 PO 76113HAD8 5/14/2009 $70.0000 $56.5818241. Residential Asset Securitization Trust 2006-A13 B1 76113HAE6 5/14/2009 $100.0000 $6.5991242. Residential Asset Securitization Trust 2006-A13 B2 76113HAF3 5/14/2009 $100.0000 $3.3222243. Residential Asset Securitization Trust 2006-A13 B3 76113HAG1 5/14/2009 $100.0000 $0.0000244. Residential Asset Securitization Trust 2006-A14CB 1A1 76114BAA6 5/14/2009 $100.0000 $39.3624245. Residential Asset Securitization Trust 2006-A14CB 1A2 76114BAB4 5/14/2009 $100.0000 $53.0907246. Residential Asset Securitization Trust 2006-A14CB 1A3 76114BAC2 5/14/2009 $100.0000 $22.5099247. Residential Asset Securitization Trust 2006-A14CB 1A4 76114BAD0 5/14/2009 $100.0000 $36.1699248. Residential Asset Securitization Trust 2006-A14CB 2A1 76114BAE8 5/14/2009 $100.0000 $56.7982249. Residential Asset Securitization Trust 2006-A14CB 2A2 76114BAF5 5/14/2009 $100.0000 $60.0595250. Residential Asset Securitization Trust 2006-A14CB 2A3 76114BAG3 5/14/2009 $100.0000 $24.1898251. Residential Asset Securitization Trust 2006-A14CB 2A4 76114BAH1 5/14/2009 $100.0000 $28.7569252. Residential Asset Securitization Trust 2006-A14CB 2A5 76114BAJ7 5/14/2009 $100.0000 $35.8213253. Residential Asset Securitization Trust 2006-A14CB 2A6 76114BAK4 5/14/2009 $100.0000 $45.0677254. Residential Asset Securitization Trust 2006-A14CB 2A7 76114BAL2 5/14/2009 $3.0000 $6.3890255. Residential Asset Securitization Trust 2006-A14CB PO 76114BAM0 5/14/2009 $72.0000 $55.0490256. Residential Asset Securitization Trust 2006-A14CB AX 76114BAN8 5/14/2009 $18.0000 $7.3604257. Residential Asset Securitization Trust 2006-A14CB B1 76114BAQ1 5/14/2009 $100.0000 $4.2459258. Residential Asset Securitization Trust 2006-A14CB B2 76114BAR9 5/14/2009 $100.0000 $0.9106259. Residential Asset Securitization Trust 2006-A14CB B3 76114BAS7 5/14/2009 $100.0000 $0.0000260. Residential Asset Securitization Trust 2006-A15 A1 76114DAA2 5/14/2009 $100.0000 $46.4968261. Residential Asset Securitization Trust 2006-A15 A2 76114DAB0 5/14/2009 $100.0000 $45.3362262. Residential Asset Securitization Trust 2006-A15 A3 76114DAC8 5/14/2009 $100.0000 $24.6858263. Residential Asset Securitization Trust 2006-A15 A4 76114DAD6 5/14/2009 $15.0000 $14.2827264. Residential Asset Securitization Trust 2006-A15 A5 76114DAE4 5/14/2009 $100.0000 $37.8838265. Residential Asset Securitization Trust 2006-A15 A6 76114DAF1 5/14/2009 $100.0000 $40.9674266. Residential Asset Securitization Trust 2006-A15 A7 76114DAG9 5/14/2009 $100.0000 $45.0865267. Residential Asset Securitization Trust 2006-A15 A8 76114DAH7 5/14/2009 $100.0000 $45.3362268. Residential Asset Securitization Trust 2006-A15 A9 76114DAJ3 5/14/2009 $100.0000 $54.6320269. Residential Asset Securitization Trust 2006-A15 A10 76114DAK0 5/14/2009 $100.0000 $39.6309270. Residential Asset Securitization Trust 2006-A15 A11 76114DAL8 5/14/2009 $0.3750 $4.9258271. Residential Asset Securitization Trust 2006-A15 A12 76114DAM6 5/14/2009 $100.0000 $24.6858272. Residential Asset Securitization Trust 2006-A15 A13 76114DAN4 5/14/2009 $100.0000 $35.9119273. Residential Asset Securitization Trust 2006-A15 A14 76114DAP9 5/14/2009 $100.0000 $11.1563274. Residential Asset Securitization Trust 2006-A15 A15 76114DAQ7 5/14/2009 $100.0000 $45.0865275. Residential Asset Securitization Trust 2006-A15 A16 76114DAR5 5/14/2009 $100.0000 $52.8294276. Residential Asset Securitization Trust 2006-A15 A17 76114DAS3 5/14/2009 $100.0000 $34.4828277. Residential Asset Securitization Trust 2006-A15 B1 76114DAW4 5/14/2009 $100.0000 $3.3957278. Residential Asset Securitization Trust 2006-A15 B2 76114DAX2 5/14/2009 $100.0000 $1.6750279. Residential Asset Securitization Trust 2006-A15 B3 76114DAY0 5/14/2009 $100.0000 $0.4831280. Residential Asset Securitization Trust 2006-R2 A1 76114AAA8 5/14/2009 $100.0000 $90.9675281. Residential Asset Securitization Trust 2006-R2 A2 76114AAB6 5/14/2009 $100.0000 $67.4097282. Residential Asset Securitization Trust 2007-A1 A1 761136AA8 5/14/2009 $100.0000 $47.9843283. Residential Asset Securitization Trust 2007-A1 A2 761136AB6 5/14/2009 $100.0000 $34.5899284. Residential Asset Securitization Trust 2007-A1 A3 761136AC4 5/14/2009 $100.0000 $35.9967285. Residential Asset Securitization Trust 2007-A1 A4 761136AD2 5/14/2009 $0.21875 $5.4097286. Residential Asset Securitization Trust 2007-A1 A5 761136AE0 5/14/2009 $100.0000 $34.8122287. Residential Asset Securitization Trust 2007-A1 A6 761136AF7 5/14/2009 $2.65625 $7.0605288. Residential Asset Securitization Trust 2007-A1 A7 761136AG5 5/14/2009 $100.0000 $34.1441289. Residential Asset Securitization Trust 2007-A1 A8 761136AH3 5/14/2009 $100.0000 $59.6517290. Residential Asset Securitization Trust 2007-A1 A9 761136AJ9 5/14/2009 $100.0000 $58.9250291. Residential Asset Securitization Trust 2007-A1 A10 761136AK6 5/14/2009 $16.5000 $11.9045292. Residential Asset Securitization Trust 2007-A1 AX 761136AM2 5/14/2009 $1.1171875 $0.5376


TABLE A-1


Price293. Residential Asset Securitization Trust 2007-A1 B1 761136AP5 5/14/2009 $100.0000 $5.3069294. Residential Asset Securitization Trust 2007-A1 B2 761136AQ3 5/14/2009 $100.0000 $3.4430295. Residential Asset Securitization Trust 2007-A1 B3 761136AR1 5/14/2009 $100.0000 $1.8433296. Residential Asset Securitization Trust 2007-A5 1A1 76114HAA3 5/14/2009 $100.0000 $26.8853297. Residential Asset Securitization Trust 2007-A5 1A2 76114HAB1 5/14/2009 $100.0000 $43.6160298. Residential Asset Securitization Trust 2007-A5 1A3 76114HAC9 5/14/2009 $100.0000 $43.5640299. Residential Asset Securitization Trust 2007-A5 1A4 76114HAD7 5/14/2009 $1.2500 $5.6878300. Residential Asset Securitization Trust 2007-A5 1A5 76114HAE5 5/14/2009 $2.0000 $2.3937301. Residential Asset Securitization Trust 2007-A5 1A6 76114HAF2 5/14/2009 $100.0000 $43.6160302. Residential Asset Securitization Trust 2007-A5 1A7 76114HAG0 5/14/2009 $90.0000 $41.3635303. Residential Asset Securitization Trust 2007-A5 2A1 76114HAH8 5/14/2009 $100.0000 $54.8125304. Residential Asset Securitization Trust 2007-A5 2A2 76114HAJ4 5/14/2009 $100.0000 $59.3887305. Residential Asset Securitization Trust 2007-A5 2A3 76114HAK1 5/14/2009 $100.0000 $61.0011306. Residential Asset Securitization Trust 2007-A5 2A4 76114HAL9 5/14/2009 $100.0000 $54.0828307. Residential Asset Securitization Trust 2007-A5 2A5 76114HAM7 5/14/2009 $100.0000 $55.6729308. Residential Asset Securitization Trust 2007-A5 2A6 76114HAN5 5/14/2009 $100.0000 $38.7050309. Residential Asset Securitization Trust 2007-A5 AX 76114HAQ8 5/14/2009 $12.1250 $0.0000310. Residential Asset Securitization Trust 2007-A5 B1 76114HAS4 5/14/2009 $100.0000 $1.5464311. Residential Asset Securitization Trust 2007-A5 B2 76114HAT2 5/14/2009 $100.0000 $0.0000312. Residential Asset Securitization Trust 2007-A5 B3 76114HAU9 5/14/2009 $100.0000 $0.0000313. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 A1 45661FAA9 6/29/2009 $100.0000 $0.0000314. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 A2 45661FAB7 6/29/2009 $100.0000 $63.1234315. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 A3 45661FAC5 6/29/2009 $100.0000 $29.0413316. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 M 45661FAD3 6/29/2009 $100.0000 $0.3207317. IndyMac INDA Mortgage Loan Trust 2006-AR2 1A1 45661SAA1 5/14/2009 $100.0000 $52.0705318. IndyMac INDA Mortgage Loan Trust 2006-AR2 2A1 45661SAB9 5/14/2009 $100.0000 $57.1189319. IndyMac INDA Mortgage Loan Trust 2006-AR2 3A1 45661SAC7 5/14/2009 $100.0000 $47.3827320. IndyMac INDA Mortgage Loan Trust 2006-AR2 4A1 45661SAD5 5/14/2009 $100.0000 $57.0123321. IndyMac INDA Mortgage Loan Trust 2006-AR2 1CM 45661SAE3 5/14/2009 $100.0000 $49.6372322. IndyMac INDA Mortgage Loan Trust 2006-AR2 2CM 45661SAF0 5/14/2009 $100.0000 $57.4799323. IndyMac INDA Mortgage Loan Trust 2006-AR2 B1 45661SAH6 5/14/2009 $100.0000 $2.9071324. IndyMac INDA Mortgage Loan Trust 2006-AR2 B2 45661SAJ2 5/14/2009 $100.0000 $1.3005325. IndyMac INDA Mortgage Loan Trust 2006-AR2 B3 45661SAK9 5/14/2009 $100.0000 $0.0000326. IndyMac INDA Mortgage Loan Trust 2007-AR7 1A1 45670NAA1 6/29/2009 $100.0000 $65.2626327. IndyMac INDA Mortgage Loan Trust 2007-AR7 2A1 45670NAC7 6/29/2009 $100.0000 $58.2952328. IndyMac INDA Mortgage Loan Trust 2007-AR7 2A2 45670NAD5 6/29/2009 $100.0000 $43.2178329. IndyMac INDA Mortgage Loan Trust 2007-AR7 3A1 45670NAE3 6/29/2009 $100.0000 $71.0988330. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A2 43709LAB3 6/29/2009 $100.0000 $75.3446331. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 1A 43709LAQ0 6/29/2009 $100.0000 $44.9804332. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A1 43709LAA5 6/29/2009 $100.0000 $98.8328333. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A3 43709LAC1 6/29/2009 $100.0000 $20.7870334. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A4 43709LAD9 6/29/2009 $100.0000 $20.3293335. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M1 43709LAE7 6/29/2009 $100.0000 $1.4521336. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M2 43709LAF4 6/29/2009 $100.0000 $1.0666337. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M3 43709LAG2 6/29/2009 $100.0000 $0.8065338. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M4 43709LAH0 6/29/2009 $100.0000 $0.6995339. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M5 43709LAJ6 6/29/2009 $100.0000 $0.5288340. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M6 43709LAK3 6/29/2009 $100.0000 $0.3961341. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M7 43709LAL1 6/29/2009 $100.0000 $0.3563342. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M8 43709LAM9 6/29/2009 $100.0000 $0.2150343. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M9 43709LAN7 6/29/2009 $100.0000 $0.1723344. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M10 43709LAP2 6/29/2009 $100.0000 $0.0000345. IndyMac INDX Mortgage Loan Trust 2006-AR15 A1 456610AA2 6/29/2009 $100.0000 $35.1295346. IndyMac INDX Mortgage Loan Trust 2006-AR15 A2 456610AB0 6/29/2009 $100.0000 $35.1035347. IndyMac INDX Mortgage Loan Trust 2006-AR15 A3 456610AC8 6/29/2009 $100.0000 $13.8947348. IndyMac INDX Mortgage Loan Trust 2006-AR15 M1 456610AD6 6/29/2009 $100.0000 $0.4356349. IndyMac INDX Mortgage Loan Trust 2006-AR15 M2 456610AE4 6/29/2009 $100.0000 $0.2277350. IndyMac INDX Mortgage Loan Trust 2006-AR15 M3 456610AF1 6/29/2009 $100.0000 $0.0484351. IndyMac INDX Mortgage Loan Trust 2006-AR15 M4 456610AG9 6/29/2009 $100.0000 $0.0000352. IndyMac INDX Mortgage Loan Trust 2006-AR15 M5 456610AH7 6/29/2009 $100.0000 $0.0000353. IndyMac INDX Mortgage Loan Trust 2006-AR15 M6 456610AJ3 6/29/2009 $100.0000 $0.0000354. IndyMac INDX Mortgage Loan Trust 2006-AR15 M7 456610AK0 6/29/2009 $100.0000 $0.0000355. IndyMac INDX Mortgage Loan Trust 2006-AR15 M8 456610AL8 6/29/2009 $100.0000 $0.0000356. IndyMac INDX Mortgage Loan Trust 2006-AR15 M9 456610AM6 6/29/2009 $100.0000 $0.0000357. IndyMac INDX Mortgage Loan Trust 2006-AR15 M10 456610AN4 6/29/2009 $100.0000 $0.0000358. IndyMac INDX Mortgage Loan Trust 2006-AR15 M11 456610AP9 6/29/2009 $100.0000 $0.0000359. IndyMac INDX Mortgage Loan Trust 2006-AR29 A1 45662DAA3 5/14/2009 $100.0000 $37.1555360. IndyMac INDX Mortgage Loan Trust 2006-AR29 A2 45662DAB1 5/14/2009 $100.0000 $91.4309361. IndyMac INDX Mortgage Loan Trust 2006-AR29 A3 45662DAC9 5/14/2009 $100.0000 $23.0600362. IndyMac INDX Mortgage Loan Trust 2006-AR29 A4 45662DAD7 5/14/2009 $100.0000 $13.8330363. IndyMac INDX Mortgage Loan Trust 2006-AR29 A5 45662DAE5 5/14/2009 $100.0000 $15.1229364. IndyMac INDX Mortgage Loan Trust 2006-AR29 M1 45662DAG0 5/14/2009 $100.0000 $0.8302365. IndyMac INDX Mortgage Loan Trust 2006-AR29 M2 45662DAH8 5/14/2009 $100.0000 $0.9189


TABLE A-1


Price366. IndyMac INDX Mortgage Loan Trust 2006-AR29 M3 45662DAJ4 5/14/2009 $100.0000 $0.9306367. IndyMac INDX Mortgage Loan Trust 2006-AR29 M4 45662DAK1 5/14/2009 $100.0000 $0.7033368. IndyMac INDX Mortgage Loan Trust 2006-AR29 M5 45662DAL9 5/14/2009 $100.0000 $0.5518369. IndyMac INDX Mortgage Loan Trust 2006-AR29 M6 45662DAM7 5/14/2009 $100.0000 $0.5302370. IndyMac INDX Mortgage Loan Trust 2006-AR29 M7 45662DAN5 5/14/2009 $100.0000 $0.0000371. IndyMac INDX Mortgage Loan Trust 2006-AR29 M8 45662DAP0 5/14/2009 $100.0000 $0.0000372. IndyMac INDX Mortgage Loan Trust 2006-AR29 M9 45662DAQ8 5/14/2009 $100.0000 $0.0000373. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A1A 45667SAA5 5/14/2009 $100.0000 $34.9357374. IndyMac INDX Mortgage Loan Trust 2006-AR35 1A1A 45667SAK3 5/14/2009 $100.0000 $36.6379375. IndyMac INDX Mortgage Loan Trust 2006-AR35 1A1B 45667SAL1 5/14/2009 $100.0000 $14.7957376. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A1B 45667SAM9 5/14/2009 $100.0000 $13.9341377. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A2 45667SAB3 5/14/2009 $100.0000 $94.7268378. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A3A 45667SAN7 5/14/2009 $100.0000 $22.4831379. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A3B 45667SAP2 5/14/2009 $100.0000 $10.4370380. IndyMac INDX Mortgage Loan Trust 2006-AR35 M1 45667SAC1 5/14/2009 $100.0000 $0.7442381. IndyMac INDX Mortgage Loan Trust 2006-AR35 M2 45667SAD9 5/14/2009 $100.0000 $0.7061382. IndyMac INDX Mortgage Loan Trust 2006-AR35 M3 45667SAE7 5/14/2009 $100.0000 $0.1784383. IndyMac INDX Mortgage Loan Trust 2006-AR35 M4 45667SAF4 5/14/2009 $100.0000 $0.0534384. IndyMac INDX Mortgage Loan Trust 2006-AR35 M5 45667SAG2 5/14/2009 $100.0000 $0.0440385. IndyMac INDX Mortgage Loan Trust 2006-AR35 M6 45667SAH0 5/14/2009 $100.0000 $0.0000386. IndyMac INDX Mortgage Loan Trust 2006-AR35 M7 45667SAJ6 5/14/2009 $100.0000 $0.0000387. IndyMac INDX Mortgage Loan Trust 2006-FLX1 A1 45667WAA6 5/14/2009 $100.0000 $37.2334388. IndyMac INDX Mortgage Loan Trust 2006-FLX1 A2 45667WAB4 5/14/2009 $100.0000 $15.9952389. IndyMac INDX Mortgage Loan Trust 2006-FLX1 A3 45667WAC2 5/14/2009 $100.0000 $11.1938390. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M1 45667WAE8 5/14/2009 $100.0000 $5.2969391. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M2 45667WAF5 5/14/2009 $100.0000 $3.7033392. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M3 45667WAG3 5/14/2009 $100.0000 $1.6480393. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M4 45667WAH1 5/14/2009 $100.0000 $1.0520394. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M5 45667WAJ7 5/14/2009 $100.0000 $0.6954395. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M6 45667WAK4 5/14/2009 $100.0000 $0.4106396. IndyMac IMJA Mortgage Loan Trust 2007-A3 A1 456669AA8 10/9/2009 $100.0000 $76.7500397. IndyMac IMJA Mortgage Loan Trust 2007-A3 A2 456669AB6 10/9/2009 $100.0000 $66.6488398. IndyMac IMJA Mortgage Loan Trust 2007-A3 AX 456669AD2 10/9/2009 $1.3786 $1.2337399. IndyMac IMJA Mortgage Loan Trust 2007-A4 A1 45670VAA3 10/9/2009 $100.0000 $49.6729400. IndyMac IMJA Mortgage Loan Trust 2007-A4 AX 45670VAD7 10/9/2009 $14.6250 $14.5350401. IndyMac IMSC Mortgage Loan Trust 2007-AR1 1A1 456672AA2 10/9/2009 $100.0000 $47.9910402. IndyMac IMSC Mortgage Loan Trust 2007-AR1 1A2 456672AB0 10/9/2009 $100.0000 $13.2471403. IndyMac IMSC Mortgage Loan Trust 2007-AR1 2A1 456672AC8 10/9/2009 $100.0000 $51.4318404. IndyMac IMSC Mortgage Loan Trust 2007-AR1 2A2 456672AD6 10/9/2009 $100.0000 $12.6644405. IndyMac IMSC Mortgage Loan Trust 2007-F2 1A1 45670JAA0 10/9/2009 $100.0000 $41.9283406. IndyMac IMSC Mortgage Loan Trust 2007-F2 1A2 45670JAB8 10/9/2009 $100.0000 $39.6510407. IndyMac IMSC Mortgage Loan Trust 2007-F2 1A3 45670JAC6 10/9/2009 $100.0000 $34.5990408. IndyMac IMSC Mortgage Loan Trust 2007-F2 1A4 45670JAD4 10/9/2009 $100.0000 $61.9168409. IndyMac IMSC Mortgage Loan Trust 2007-F2 2A1 45670JAE2 10/9/2009 $100.0000 $61.7500410. IndyMac IMSC Mortgage Loan Trust 2007-F2 2A2 45670JAF9 10/9/2009 $100.0000 $41.7500411. IndyMac IMSC Mortgage Loan Trust 2007-F3 1A1 45671BAA6 10/9/2009 $100.0000 $59.5938412. IndyMac IMSC Mortgage Loan Trust 2007-F3 1A2 45671BAB4 10/9/2009 $100.0000 $48.5938413. IndyMac IMSC Mortgage Loan Trust 2007-F3 2A1 45671BAC2 10/9/2009 $100.0000 $61.7500414. IndyMac IMSC Mortgage Loan Trust 2007-F3 2A2 45671BAD0 10/9/2009 $100.0000 $49.7500415. IndyMac IMSC Mortgage Loan Trust 2007-F3 3A1 45671BAE8 10/9/2009 $100.0000 $96.7500416. IndyMac IMSC Mortgage Loan Trust 2007-F3 3A2 45671BAF5 10/9/2009 $100.0000 $38.7500417. IndyMac IMSC Mortgage Loan Trust 2007-F3 AX 45671BAH1 10/9/2009 $2.0000 $1.2204418. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 A11 45670LAA5 10/9/2009 $100.0000 $45.8450419. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 A12 45670LAB3 10/9/2009 $100.0000 $50.6611420. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 A21 45670LAC1 10/9/2009 $100.0000 $48.7833421. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 A22 45670LAD9 10/9/2009 $100.0000 $39.5605422. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 A23 45670LAE7 10/9/2009 $100.0000 $48.5202423. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 A24 45670LAF4 10/9/2009 $100.0000 $40.0646424. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 A3 45670LAG2 10/9/2009 $100.0000 $40.3861425. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 AXPP 45670LAT4 10/9/2009 $2.1883 $6.1417426. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B1 45670LAJ6 10/9/2009 $100.0000 $1.9937427. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B2 45670LAK3 10/9/2009 $100.0000 $0.2388428. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B3 45670LAL1 10/9/2009 $100.0000 $0.0865429. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B4 45670LAM9 10/9/2009 $100.0000 $0.0000430. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B5 45670LAN7 10/9/2009 $100.0000 $0.0000431. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B6 45670LAP2 10/9/2009 $100.0000 $0.0000432. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B7 45670LAU1 10/9/2009 $100.0000 $0.0000433. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B8 45670LAV9 10/9/2009 $100.0000 $0.0000434. IndyMac IMSC Mortgage Loan Trust 2007-HOA1 B9 45670LAW7 10/9/2009 $100.0000 $0.0000435. IndyMac INDA Mortgage Loan Trust 2007-AR8 A1 45671AAA8 10/9/2009 $100.0000 $67.3094436. IndyMac INDA Mortgage Loan Trust 2007-AR9 A1 45670WAA1 10/9/2009 $100.0000 $68.6723437. IndyMac INDX Mortgage Loan Trust 2007-AR15 1A1 45669JAA3 10/9/2009 $100.0000 $60.7836438. IndyMac INDX Mortgage Loan Trust 2007-AR15 1A2 45669JAB1 10/9/2009 $100.0000 $16.4690


TABLE A-1


Price439. IndyMac INDX Mortgage Loan Trust 2007-AR15 2A1 45669JAC9 10/9/2009 $100.0000 $53.6034440. IndyMac INDX Mortgage Loan Trust 2007-AR15 2AX 45669JAD7 10/9/2009 $1.2500 $0.7753441. IndyMac INDX Mortgage Loan Trust 2007-AR17 A1 45670HAA4 10/9/2009 $100.0000 $54.8044442. IndyMac INDX Mortgage Loan Trust 2007-AR17 A2 45670HAB2 10/9/2009 $100.0000 $14.9850443. IndyMac INDX Mortgage Loan Trust 2007-AR17 AX 45670HAC0 10/9/2009 $1.2500 $0.7979444. IndyMac INDX Mortgage Loan Trust 2007-AR19 1A1 45669NAA4 10/9/2009 $100.0000 $39.9443445. IndyMac INDX Mortgage Loan Trust 2007-AR19 1A2 45669NAB2 10/9/2009 $100.0000 $20.8382446. IndyMac INDX Mortgage Loan Trust 2007-AR19 2A1 45669NAC0 10/9/2009 $100.0000 $50.1500447. IndyMac INDX Mortgage Loan Trust 2007-AR19 3A1 45669NAT3 10/9/2009 $100.0000 $38.7619448. IndyMac INDX Mortgage Loan Trust 2007-AR19 CM 45669NAU0 10/9/2009 $100.0000 $16.3756449. IndyMac INDX Mortgage Loan Trust 2007-AR19 CX 45669NAV8 10/9/2009 $1.52875 $1.0814450. IndyMac INDX Mortgage Loan Trust 2007-AR21IP 1A1 45670BAA7 10/9/2009 $100.0000 $75.0419451. IndyMac INDX Mortgage Loan Trust 2007-AR21IP 1A2 45670BAB5 10/9/2009 $100.0000 $39.6426452. IndyMac INDX Mortgage Loan Trust 2007-AR21IP 7A1 45670BAN9 10/9/2009 $100.0000 $55.5128453. IndyMac INDX Mortgage Loan Trust 2007-AR21IP 7A2 45670BAP4 10/9/2009 $100.0000 $23.9463454. Residential Asset Securitization Trust 2007-A8 1A1 761128AA5 10/9/2009 $100.0000 $68.0407455. Residential Asset Securitization Trust 2007-A8 1A2 761128AB3 10/9/2009 $100.0000 $57.8396456. Residential Asset Securitization Trust 2007-A8 1A3 761128AC1 10/9/2009 $100.0000 $61.3025457. Residential Asset Securitization Trust 2007-A8 1A4 761128BL0 10/9/2009 $100.0000 $38.4646458. Residential Asset Securitization Trust 2007-A8 2A1 761128AD9 10/9/2009 $100.0000 $52.6281459. Residential Asset Securitization Trust 2007-A8 2A2 761128AE7 10/9/2009 $100.0000 $44.8035460. Residential Asset Securitization Trust 2007-A8 2A3 761128AF4 10/9/2009 $100.0000 $39.9031461. Residential Asset Securitization Trust 2007-A8 2A4 761128AG2 10/9/2009 $4.0000 $11.9442462. Residential Asset Securitization Trust 2007-A8 2A5 761128AH0 10/9/2009 $100.0000 $42.8668463. Residential Asset Securitization Trust 2007-A8 2A6 761128BM8 10/9/2009 $100.0000 $36.9561464. Residential Asset Securitization Trust 2007-A8 3A1 761128AJ6 10/9/2009 $100.0000 $81.6250465. Residential Asset Securitization Trust 2007-A8 IX 761128AK3 10/9/2009 $16.4450 $12.3768


TABLE A-2


Price1. IndyMac INDA Mortgage Loan Trust 2006-AR1 A1 45662BAA7 5/14/2009 $100.0000 $75.34852. IndyMac INDA Mortgage Loan Trust 2006-AR1 A2 45662BAB5 5/14/2009 $100.0000 $65.57673. IndyMac INDA Mortgage Loan Trust 2006-AR1 A2X 45662BAC3 5/14/2009 $0.60156 $7.99234. IndyMac INDA Mortgage Loan Trust 2006-AR1 A3 45662BAD1 5/14/2009 $100.0000 $58.02965. IndyMac INDA Mortgage Loan Trust 2006-AR1 A4 45662BAE9 5/14/2009 $100.0000 $14.63446. IndyMac INDA Mortgage Loan Trust 2006-AR1 A4X 45662BAF6 5/14/2009 $0.64063 $8.36977. IndyMac INDA Mortgage Loan Trust 2006-AR1 B1 45662BAH2 5/14/2009 $100.0000 $11.56838. IndyMac INDA Mortgage Loan Trust 2006-AR1 B2 45662BAJ8 5/14/2009 $100.0000 $6.81209. IndyMac INDA Mortgage Loan Trust 2006-AR1 B3 45662BAK5 5/14/2009 $100.0000 $4.684010. IndyMac INDA Mortgage Loan Trust 2007-AR1 1A1 45669AAA2 5/14/2009 $100.0000 $55.965211. IndyMac INDA Mortgage Loan Trust 2007-AR1 1A2 45669AAB0 5/14/2009 $100.0000 $63.606112. IndyMac INDA Mortgage Loan Trust 2007-AR1 1A3 45669AAC8 5/14/2009 $100.0000 $42.281913. IndyMac INDA Mortgage Loan Trust 2007-AR1 2A1 45669AAD6 5/14/2009 $100.0000 $56.269614. IndyMac INDA Mortgage Loan Trust 2007-AR1 2A2 45669AAE4 5/14/2009 $100.0000 $64.243315. IndyMac INDA Mortgage Loan Trust 2007-AR1 2A3 45669AAF1 5/14/2009 $100.0000 $37.696216. IndyMac INDA Mortgage Loan Trust 2007-AR1 3A1 45669AAG9 5/14/2009 $100.0000 $60.928817. IndyMac INDA Mortgage Loan Trust 2007-AR1 B1 45669AAJ3 5/14/2009 $100.0000 $10.748018. IndyMac INDA Mortgage Loan Trust 2007-AR1 B2 45669AAK0 5/14/2009 $100.0000 $7.280619. IndyMac INDA Mortgage Loan Trust 2007-AR1 B3 45669AAL8 5/14/2009 $100.0000 $5.833420. IndyMac INDX Mortgage Loan Trust 2006-AR25 1A1 45661HAA5 5/14/2009 $100.0000 $51.697821. IndyMac INDX Mortgage Loan Trust 2006-AR25 1A2 45661HAB3 5/14/2009 $100.0000 $25.303622. IndyMac INDX Mortgage Loan Trust 2006-AR25 2A1 45661HAC1 5/14/2009 $100.0000 $54.776123. IndyMac INDX Mortgage Loan Trust 2006-AR25 2A2 45661HAD9 5/14/2009 $100.0000 $28.046924. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A1 45661HAE7 5/14/2009 $100.0000 $50.761925. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A2 45661HAF4 5/14/2009 $100.0000 $40.543326. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A3 45661HAG2 5/14/2009 $1.0000 $0.752327. IndyMac INDX Mortgage Loan Trust 2006-AR25 3A4 45661HAH0 5/14/2009 $100.0000 $18.770328. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A1 45661HAJ6 5/14/2009 $100.0000 $56.116529. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A2 45661HAK3 5/14/2009 $100.0000 $54.891530. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A3 45661HAL1 5/14/2009 $100.0000 $16.044231. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A4 45661HAM9 5/14/2009 $2.0000 $0.685232. IndyMac INDX Mortgage Loan Trust 2006-AR25 4A5 45661HBD8 5/14/2009 $100.0000 $30.526633. IndyMac INDX Mortgage Loan Trust 2006-AR25 5A1 45661HAN7 5/14/2009 $100.0000 $49.791034. IndyMac INDX Mortgage Loan Trust 2006-AR25 5A2 45661HAP2 5/14/2009 $100.0000 $24.374035. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A1 45661HAQ0 5/14/2009 $100.0000 $50.936336. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A2 45661HAR8 5/14/2009 $100.0000 $10.182037. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A3 45661HAS6 5/14/2009 $2.0000 $0.904638. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A4 45661HAT4 5/14/2009 $100.0000 $32.749939. IndyMac INDX Mortgage Loan Trust 2006-AR25 6A5 45661HAU1 5/14/2009 $100.0000 $24.905040. IndyMac INDX Mortgage Loan Trust 2006-AR25 B1 45661HAW7 5/14/2009 $100.0000 $6.782641. IndyMac INDX Mortgage Loan Trust 2006-AR25 B2 45661HAX5 5/14/2009 $100.0000 $0.000042. IndyMac INDX Mortgage Loan Trust 2006-AR25 B3 45661HAY3 5/14/2009 $100.0000 $0.000043. IndyMac INDX Mortgage Loan Trust 2006-AR33 1A1 45668JAA4 5/14/2009 $100.0000 $75.564844. IndyMac INDX Mortgage Loan Trust 2006-AR33 1A21 45668JAB2 5/14/2009 $100.0000 $60.007245. IndyMac INDX Mortgage Loan Trust 2006-AR33 1A22 45668JAC0 5/14/2009 $100.0000 $29.280646. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A11 45668JAD8 5/14/2009 $100.0000 $64.956347. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A12 45668JAE6 5/14/2009 $100.0000 $37.965348. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A21 45668JAF3 5/14/2009 $100.0000 $57.281749. IndyMac INDX Mortgage Loan Trust 2006-AR33 2A2X 45668JAG1 5/14/2009 $1.1250 $0.502150. IndyMac INDX Mortgage Loan Trust 2006-AR33 3A1 45668JAH9 5/14/2009 $100.0000 $57.082751. IndyMac INDX Mortgage Loan Trust 2006-AR33 3A2 45668JAJ5 5/14/2009 $100.0000 $34.776152. IndyMac INDX Mortgage Loan Trust 2006-AR33 4A1 45668JAK2 5/14/2009 $100.0000 $46.163953. IndyMac INDX Mortgage Loan Trust 2006-AR33 4A2 45668JAL0 5/14/2009 $100.0000 $23.037154. IndyMac INDX Mortgage Loan Trust 2006-AR33 4AX 45668JAM8 5/14/2009 $0.3125 $0.368555. IndyMac INDX Mortgage Loan Trust 2006-AR33 IB1 45668JAP1 5/14/2009 $100.0000 $11.533756. IndyMac INDX Mortgage Loan Trust 2006-AR33 IB2 45668JAQ9 5/14/2009 $100.0000 $8.563157. IndyMac INDX Mortgage Loan Trust 2006-AR33 IB3 45668JAR7 5/14/2009 $100.0000 $5.806458. IndyMac INDX Mortgage Loan Trust 2006-AR33 IIB1 45668JAS5 5/14/2009 $100.0000 $7.144159. IndyMac INDX Mortgage Loan Trust 2006-AR33 IIB2 45668JAT3 5/14/2009 $100.0000 $3.690960. IndyMac INDX Mortgage Loan Trust 2006-AR33 IIB3 45668JAU0 5/14/2009 $100.0000 $1.593161. IndyMac INDX Mortgage Loan Trust 2007-AR5 1A1 45669EAA4 5/14/2009 $100.0000 $46.133762. IndyMac INDX Mortgage Loan Trust 2007-AR5 2A1 45669EAC0 5/14/2009 $100.0000 $46.049263. IndyMac INDX Mortgage Loan Trust 2007-AR5 CM 45669EAD8 5/14/2009 $100.0000 $21.143564. IndyMac INDX Mortgage Loan Trust 2007-AR5 3A1 45669EAE6 5/14/2009 $100.0000 $46.724365. IndyMac INDX Mortgage Loan Trust 2007-AR5 3A2 45669EAF3 5/14/2009 $100.0000 $13.403466. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A11 45669EAK2 5/14/2009 $100.0000 $46.113167. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A12 45669EAL0 5/14/2009 $100.0000 $19.633468. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A21 45669EAM8 5/14/2009 $100.0000 $32.545669. IndyMac INDX Mortgage Loan Trust 2007-AR5 4A22 45669EAN6 5/14/2009 $100.0000 $9.265270. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M1 45669EAP1 5/14/2009 $100.0000 $3.849671. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M2 45669EAQ9 5/14/2009 $100.0000 $3.839772. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M3 45669EAR7 5/14/2009 $100.0000 $3.091173. IndyMac INDX Mortgage Loan Trust 2007-AR5 4M4 45669EAS5 5/14/2009 $100.0000 $0.2743


TABLE A-2


Price74. IndyMac INDX Mortgage Loan Trust 2007-AR5 B1 45669EAG1 5/14/2009 $100.0000 $3.179075. IndyMac INDX Mortgage Loan Trust 2007-AR5 B2 45669EAH9 5/14/2009 $100.0000 $0.000076. IndyMac INDX Mortgage Loan Trust 2007-AR5 B3 45669EAJ5 5/14/2009 $100.0000 $0.000077. IndyMac INDX Mortgage Loan Trust 2007-FLX3 A1 45670AAA9 5/14/2009 $100.0000 $50.829978. IndyMac INDX Mortgage Loan Trust 2007-FLX3 A2 45670AAB7 5/14/2009 $100.0000 $22.463779. IndyMac INDX Mortgage Loan Trust 2007-FLX3 A3 45670AAC5 5/14/2009 $100.0000 $17.164780. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M1 45670AAE1 5/14/2009 $100.0000 $1.951081. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M2 45670AAF8 5/14/2009 $100.0000 $1.460682. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M3 45670AAG6 5/14/2009 $100.0000 $1.316983. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M4 45670AAH4 5/14/2009 $100.0000 $1.020284. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M5 45670AAJ0 5/14/2009 $100.0000 $0.846985. IndyMac INDX Mortgage Loan Trust 2007-FLX3 M6 45670AAK7 5/14/2009 $100.0000 $0.397286. Residential Asset Securitization Trust 2006-A7CB 1A1 76113NAA1 5/14/2009 $100.0000 $41.840587. Residential Asset Securitization Trust 2006-A7CB 1A2 76113NAB9 5/14/2009 $0.5000 $5.772388. Residential Asset Securitization Trust 2006-A7CB 1A3 76113NAC7 5/14/2009 $100.0000 $60.423789. Residential Asset Securitization Trust 2006-A7CB 1A4 76113NAD5 5/14/2009 $100.0000 $45.388290. Residential Asset Securitization Trust 2006-A7CB 1A5 76113NAE3 5/14/2009 $100.0000 $37.152691. Residential Asset Securitization Trust 2006-A7CB 1A6 76113NAF0 5/14/2009 $0.7500 $6.940392. Residential Asset Securitization Trust 2006-A7CB 2A1 76113NAG8 5/14/2009 $100.0000 $56.500093. Residential Asset Securitization Trust 2006-A7CB 2A2 76113NAH6 5/14/2009 $100.0000 $34.876494. Residential Asset Securitization Trust 2006-A7CB 2A3 76113NAJ2 5/14/2009 $1.7500 $6.548195. Residential Asset Securitization Trust 2006-A7CB 2A4 76113NAK9 5/14/2009 $100.0000 $24.431396. Residential Asset Securitization Trust 2006-A7CB 2A5 76113NAL7 5/14/2009 $100.0000 $39.411597. Residential Asset Securitization Trust 2006-A7CB 2A6 76113NAM5 5/14/2009 $104.0000 $169.093198. Residential Asset Securitization Trust 2006-A7CB 2A7 76113NAN3 5/14/2009 $2.7500 $7.396799. Residential Asset Securitization Trust 2006-A7CB 3A1 76113NAP8 5/14/2009 $100.0000 $51.5000100. Residential Asset Securitization Trust 2006-A7CB 3A2 76113NAQ6 5/14/2009 $100.0000 $46.5000101. Residential Asset Securitization Trust 2006-A7CB PO 76113NAR4 5/14/2009 $65.0000 $53.5517102. Residential Asset Securitization Trust 2006-A7CB B1 76113NAU7 5/14/2009 $100.0000 $2.2101103. Residential Asset Securitization Trust 2006-A7CB B2 76113NAV5 5/14/2009 $100.0000 $0.6448104. Residential Asset Securitization Trust 2006-A7CB B3 76113NAW3 5/14/2009 $100.0000 $0.0368105. Residential Asset Securitization Trust 2006-A7CB AX 76113NAS2 5/14/2009 $17.2250 $7.4400106. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 A1 45661FAA9 6/29/2009 $100.0000 $0.0000107. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 A2 45661FAB7 6/29/2009 $100.0000 $63.1234108. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 A3 45661FAC5 6/29/2009 $100.0000 $29.0413109. IndyMac Residential Mortgage-Backed Trust, Series 2006-L2 M 45661FAD3 6/29/2009 $100.0000 $0.3207110. IndyMac INDA Mortgage Loan Trust 2006-AR2 1A1 45661SAA1 5/14/2009 $100.0000 $52.0705111. IndyMac INDA Mortgage Loan Trust 2006-AR2 2A1 45661SAB9 5/14/2009 $100.0000 $57.1189112. IndyMac INDA Mortgage Loan Trust 2006-AR2 3A1 45661SAC7 5/14/2009 $100.0000 $47.3827113. IndyMac INDA Mortgage Loan Trust 2006-AR2 4A1 45661SAD5 5/14/2009 $100.0000 $57.0123114. IndyMac INDA Mortgage Loan Trust 2006-AR2 1CM 45661SAE3 5/14/2009 $100.0000 $49.6372115. IndyMac INDA Mortgage Loan Trust 2006-AR2 2CM 45661SAF0 5/14/2009 $100.0000 $57.4799116. IndyMac INDA Mortgage Loan Trust 2006-AR2 B1 45661SAH6 5/14/2009 $100.0000 $2.9071117. IndyMac INDA Mortgage Loan Trust 2006-AR2 B2 45661SAJ2 5/14/2009 $100.0000 $1.3005118. IndyMac INDA Mortgage Loan Trust 2006-AR2 B3 45661SAK9 5/14/2009 $100.0000 $0.0000119. IndyMac INDA Mortgage Loan Trust 2007-AR7 1A1 45670NAA1 6/29/2009 $100.0000 $65.2626120. IndyMac INDA Mortgage Loan Trust 2007-AR7 2A1 45670NAC7 6/29/2009 $100.0000 $58.2952121. IndyMac INDA Mortgage Loan Trust 2007-AR7 2A2 45670NAD5 6/29/2009 $100.0000 $43.2178122. IndyMac INDA Mortgage Loan Trust 2007-AR7 3A1 45670NAE3 6/29/2009 $100.0000 $71.0988123. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A2 43709LAB3 6/29/2009 $100.0000 $75.3446124. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 1A 43709LAQ0 6/29/2009 $100.0000 $44.9804125. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A1 43709LAA5 6/29/2009 $100.0000 $98.8328126. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A3 43709LAC1 6/29/2009 $100.0000 $20.7870127. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D 2A4 43709LAD9 6/29/2009 $100.0000 $20.3293128. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M1 43709LAE7 6/29/2009 $100.0000 $1.4521129. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M2 43709LAF4 6/29/2009 $100.0000 $1.0666130. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M3 43709LAG2 6/29/2009 $100.0000 $0.8065131. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M4 43709LAH0 6/29/2009 $100.0000 $0.6995132. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M5 43709LAJ6 6/29/2009 $100.0000 $0.5288133. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M6 43709LAK3 6/29/2009 $100.0000 $0.3961134. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M7 43709LAL1 6/29/2009 $100.0000 $0.3563135. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M8 43709LAM9 6/29/2009 $100.0000 $0.2150136. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M9 43709LAN7 6/29/2009 $100.0000 $0.1723137. Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-D M10 43709LAP2 6/29/2009 $100.0000 $0.0000138. IndyMac INDX Mortgage Loan Trust 2006-AR15 A1 456610AA2 6/29/2009 $100.0000 $35.1295139. IndyMac INDX Mortgage Loan Trust 2006-AR15 A2 456610AB0 6/29/2009 $100.0000 $35.1035140. IndyMac INDX Mortgage Loan Trust 2006-AR15 A3 456610AC8 6/29/2009 $100.0000 $13.8947141. IndyMac INDX Mortgage Loan Trust 2006-AR15 M1 456610AD6 6/29/2009 $100.0000 $0.4356142. IndyMac INDX Mortgage Loan Trust 2006-AR15 M2 456610AE4 6/29/2009 $100.0000 $0.2277143. IndyMac INDX Mortgage Loan Trust 2006-AR15 M3 456610AF1 6/29/2009 $100.0000 $0.0484144. IndyMac INDX Mortgage Loan Trust 2006-AR15 M4 456610AG9 6/29/2009 $100.0000 $0.0000145. IndyMac INDX Mortgage Loan Trust 2006-AR15 M5 456610AH7 6/29/2009 $100.0000 $0.0000146. IndyMac INDX Mortgage Loan Trust 2006-AR15 M6 456610AJ3 6/29/2009 $100.0000 $0.0000


TABLE A-2


Price147. IndyMac INDX Mortgage Loan Trust 2006-AR15 M7 456610AK0 6/29/2009 $100.0000 $0.0000148. IndyMac INDX Mortgage Loan Trust 2006-AR15 M8 456610AL8 6/29/2009 $100.0000 $0.0000149. IndyMac INDX Mortgage Loan Trust 2006-AR15 M9 456610AM6 6/29/2009 $100.0000 $0.0000150. IndyMac INDX Mortgage Loan Trust 2006-AR15 M10 456610AN4 6/29/2009 $100.0000 $0.0000151. IndyMac INDX Mortgage Loan Trust 2006-AR15 M11 456610AP9 6/29/2009 $100.0000 $0.0000152. IndyMac INDX Mortgage Loan Trust 2006-AR29 A1 45662DAA3 5/14/2009 $100.0000 $37.1555153. IndyMac INDX Mortgage Loan Trust 2006-AR29 A2 45662DAB1 5/14/2009 $100.0000 $91.4309154. IndyMac INDX Mortgage Loan Trust 2006-AR29 A3 45662DAC9 5/14/2009 $100.0000 $23.0600155. IndyMac INDX Mortgage Loan Trust 2006-AR29 A4 45662DAD7 5/14/2009 $100.0000 $13.8330156. IndyMac INDX Mortgage Loan Trust 2006-AR29 A5 45662DAE5 5/14/2009 $100.0000 $15.1229157. IndyMac INDX Mortgage Loan Trust 2006-AR29 M1 45662DAG0 5/14/2009 $100.0000 $0.8302158. IndyMac INDX Mortgage Loan Trust 2006-AR29 M2 45662DAH8 5/14/2009 $100.0000 $0.9189159. IndyMac INDX Mortgage Loan Trust 2006-AR29 M3 45662DAJ4 5/14/2009 $100.0000 $0.9306160. IndyMac INDX Mortgage Loan Trust 2006-AR29 M4 45662DAK1 5/14/2009 $100.0000 $0.7033161. IndyMac INDX Mortgage Loan Trust 2006-AR29 M5 45662DAL9 5/14/2009 $100.0000 $0.5518162. IndyMac INDX Mortgage Loan Trust 2006-AR29 M6 45662DAM7 5/14/2009 $100.0000 $0.5302163. IndyMac INDX Mortgage Loan Trust 2006-AR29 M7 45662DAN5 5/14/2009 $100.0000 $0.0000164. IndyMac INDX Mortgage Loan Trust 2006-AR29 M8 45662DAP0 5/14/2009 $100.0000 $0.0000165. IndyMac INDX Mortgage Loan Trust 2006-AR29 M9 45662DAQ8 5/14/2009 $100.0000 $0.0000166. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A1A 45667SAA5 5/14/2009 $100.0000 $34.9357167. IndyMac INDX Mortgage Loan Trust 2006-AR35 1A1A 45667SAK3 5/14/2009 $100.0000 $36.6379168. IndyMac INDX Mortgage Loan Trust 2006-AR35 1A1B 45667SAL1 5/14/2009 $100.0000 $14.7957169. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A1B 45667SAM9 5/14/2009 $100.0000 $13.9341170. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A2 45667SAB3 5/14/2009 $100.0000 $94.7268171. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A3A 45667SAN7 5/14/2009 $100.0000 $22.4831172. IndyMac INDX Mortgage Loan Trust 2006-AR35 2A3B 45667SAP2 5/14/2009 $100.0000 $10.4370173. IndyMac INDX Mortgage Loan Trust 2006-AR35 M1 45667SAC1 5/14/2009 $100.0000 $0.7442174. IndyMac INDX Mortgage Loan Trust 2006-AR35 M2 45667SAD9 5/14/2009 $100.0000 $0.7061175. IndyMac INDX Mortgage Loan Trust 2006-AR35 M3 45667SAE7 5/14/2009 $100.0000 $0.1784176. IndyMac INDX Mortgage Loan Trust 2006-AR35 M4 45667SAF4 5/14/2009 $100.0000 $0.0534177. IndyMac INDX Mortgage Loan Trust 2006-AR35 M5 45667SAG2 5/14/2009 $100.0000 $0.0440178. IndyMac INDX Mortgage Loan Trust 2006-AR35 M6 45667SAH0 5/14/2009 $100.0000 $0.0000179. IndyMac INDX Mortgage Loan Trust 2006-AR35 M7 45667SAJ6 5/14/2009 $100.0000 $0.0000180. IndyMac INDX Mortgage Loan Trust 2006-FLX1 A1 45667WAA6 5/14/2009 $100.0000 $37.2334181. IndyMac INDX Mortgage Loan Trust 2006-FLX1 A2 45667WAB4 5/14/2009 $100.0000 $15.9952182. IndyMac INDX Mortgage Loan Trust 2006-FLX1 A3 45667WAC2 5/14/2009 $100.0000 $11.1938183. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M1 45667WAE8 5/14/2009 $100.0000 $5.2969184. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M2 45667WAF5 5/14/2009 $100.0000 $3.7033185. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M3 45667WAG3 5/14/2009 $100.0000 $1.6480186. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M4 45667WAH1 5/14/2009 $100.0000 $1.0520187. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M5 45667WAJ7 5/14/2009 $100.0000 $0.6954188. IndyMac INDX Mortgage Loan Trust 2006-FLX1 M6 45667WAK4 5/14/2009 $100.0000 $0.4106189. IndyMac INDX Mortgage Loan Trust 2006-AR14 1A1A 45668GAA0 5/14/2009 $100.0000 $93.0451190. IndyMac INDX Mortgage Loan Trust 2006-AR14 1A2A 45668GAC6 5/14/2009 $100.0000 $36.1828191. IndyMac INDX Mortgage Loan Trust 2006-AR14 1A4A 45668GAF9 5/14/2009 $100.0000 $30.2903192. IndyMac INDX Mortgage Loan Trust 2006-AR14 1A1B 45668GAB8 5/14/2009 $100.0000 $30.2894193. IndyMac INDX Mortgage Loan Trust 2006-AR14 1A3A 45668GAD4 5/14/2009 $100.0000 $11.5381194. IndyMac INDX Mortgage Loan Trust 2006-AR14 1A3B 45668GAE2 5/14/2009 $100.0000 $11.7795195. IndyMac INDX Mortgage Loan Trust 2006-AR14 2A 45668GAG7 5/14/2009 $100.0000 $35.3414196. IndyMac INDX Mortgage Loan Trust 2006-AR14 M1 45668GAH5 5/14/2009 $100.0000 $1.6463197. IndyMac INDX Mortgage Loan Trust 2006-AR14 M2 45668GAJ1 5/14/2009 $100.0000 $1.3986198. IndyMac INDX Mortgage Loan Trust 2006-AR14 M3 45668GAK8 5/14/2009 $100.0000 $1.3848199. IndyMac INDX Mortgage Loan Trust 2006-AR14 M4 45668GAL6 5/14/2009 $100.0000 $1.4131200. IndyMac INDX Mortgage Loan Trust 2006-AR14 M5 45668GAM4 5/14/2009 $100.0000 $1.3874201. IndyMac INDX Mortgage Loan Trust 2006-AR14 M6 45668GAN2 5/14/2009 $100.0000 $0.6357202. IndyMac INDX Mortgage Loan Trust 2006-AR14 M7 45668GAP7 5/14/2009 $100.0000 $0.2793203. IndyMac INDX Mortgage Loan Trust 2006-AR14 M8 45668GAQ5 5/14/2009 $100.0000 $0.0955204. IndyMac INDX Mortgage Loan Trust 2006-AR14 M9 45668GAR3 5/14/2009 $100.0000 $0.0000205. IndyMac INDA Mortgage Loan Trust 2006-AR3 1A1 45662FAA8 5/14/2009 $100.0000 $58.5844206. IndyMac INDA Mortgage Loan Trust 2006-AR3 1A2 45662FAB6 5/14/2009 $100.0000 $30.4041207. IndyMac INDA Mortgage Loan Trust 2006-AR3 1X 45662FAC4 5/14/2009 $1.0625 $1.0006208. IndyMac INDA Mortgage Loan Trust 2006-AR3 B1 45662FAG5 5/14/2009 $100.0000 $7.6330209. IndyMac INDA Mortgage Loan Trust 2006-AR3 B2 45662FAH3 5/14/2009 $100.0000 $4.7283210. IndyMac INDA Mortgage Loan Trust 2006-AR3 B3 45662FAJ9 5/14/2009 $100.0000 $0.0000211. IndyMac INDA Mortgage Loan Trust 2006-AR3 2A1 45662FAD2 5/14/2009 $100.0000 $61.4096212. IndyMac INDA Mortgage Loan Trust 2006-AR3 2A2 45662FAE0 5/14/2009 $100.0000 $31.2615213. IndyMac INDA Mortgage Loan Trust 2007-AR3 1A1 456673AA0 5/14/2009 $100.0000 $59.0108214. IndyMac INDA Mortgage Loan Trust 2007-AR3 1A2 456673AB8 5/14/2009 $100.0000 $40.0425215. IndyMac INDA Mortgage Loan Trust 2007-AR3 B1 456673AF9 5/14/2009 $100.0000 $11.6237216. IndyMac INDA Mortgage Loan Trust 2007-AR3 B2 456673AG7 5/14/2009 $100.0000 $7.9339217. IndyMac INDA Mortgage Loan Trust 2007-AR3 B3 456673AH5 5/14/2009 $100.0000 $4.3868218. IndyMac INDA Mortgage Loan Trust 2007-AR3 2A1 456673AC6 5/14/2009 $100.0000 $66.7132219. IndyMac INDA Mortgage Loan Trust 2007-AR3 2A2 456673AD4 5/14/2009 $100.0000 $48.1828


TABLE A-2


Price220. IndyMac INDA Mortgage Loan Trust 2007-AR3 3A1 456673AE2 5/14/2009 $100.0000 $38.6446221. IndyMac INDX Mortgage Loan Trust 2006-AR11 1A1 45661KAA8 5/14/2009 $100.0000 $45.1877222. IndyMac INDX Mortgage Loan Trust 2006-AR11 1A2 45661KAB6 5/14/2009 $100.0000 $11.3402223. IndyMac INDX Mortgage Loan Trust 2006-AR11 1X 45661KAC4 5/14/2009 $0.448627 $0.0000224. IndyMac INDX Mortgage Loan Trust 2006-AR11 2A1 45661KAD2 5/14/2009 $100.0000 $50.5087225. IndyMac INDX Mortgage Loan Trust 2006-AR11 2A2 45661KAE0 5/14/2009 $100.0000 $23.3646226. IndyMac INDX Mortgage Loan Trust 2006-AR11 2X 45661KAF7 5/14/2009 $0.454546 $0.2467227. IndyMac INDX Mortgage Loan Trust 2006-AR11 3A1 45661KAG5 5/14/2009 $100.0000 $47.7254228. IndyMac INDX Mortgage Loan Trust 2006-AR11 3A2 45661KAH3 5/14/2009 $100.0000 $18.8184229. IndyMac INDX Mortgage Loan Trust 2006-AR11 3X 45661KAJ9 5/14/2009 $0.875002 $0.5079230. IndyMac INDX Mortgage Loan Trust 2006-AR11 4A1 45661KAK6 5/14/2009 $100.0000 $47.8509231. IndyMac INDX Mortgage Loan Trust 2006-AR11 4A2 45661KAL4 5/14/2009 $100.0000 $18.5105232. IndyMac INDX Mortgage Loan Trust 2006-AR11 4X 45661KAM2 5/14/2009 $0.614534 $0.3511233. IndyMac INDX Mortgage Loan Trust 2006-AR11 5A1 45661KAU4 5/14/2009 $100.0000 $46.2822234. IndyMac INDX Mortgage Loan Trust 2006-AR11 5A2 45661KAV2 5/14/2009 $100.0000 $20.4038235. IndyMac INDX Mortgage Loan Trust 2006-AR11 5X 45661KAW0 5/14/2009 $0.97286 $0.6566236. IndyMac INDX Mortgage Loan Trust 2006-AR11 6A1 45661KAX8 5/14/2009 $100.0000 $47.4370237. IndyMac INDX Mortgage Loan Trust 2006-AR11 6A2 45661KAY6 5/14/2009 $100.0000 $21.9346238. IndyMac INDX Mortgage Loan Trust 2006-AR11 6X 45661KAZ3 5/14/2009 $0.410555 $0.2365239. IndyMac INDX Mortgage Loan Trust 2006-AR11 B1 45661KAN0 5/14/2009 $100.0000 $5.9429240. IndyMac INDX Mortgage Loan Trust 2006-AR11 B2 45661KAP5 5/14/2009 $100.0000 $0.0000241. IndyMac INDX Mortgage Loan Trust 2006-AR11 B3 45661KAQ3 5/14/2009 $100.0000 $0.0000242. IndyMac INDX Mortgage Loan Trust 2006-AR12 A1 45661VAA4 5/14/2009 $100.0000 $37.6274243. IndyMac INDX Mortgage Loan Trust 2006-AR12 A2 45661VAB2 5/14/2009 $100.0000 $21.5909244. IndyMac INDX Mortgage Loan Trust 2006-AR12 A3 45661VAC0 5/14/2009 $100.0000 $16.5756245. IndyMac INDX Mortgage Loan Trust 2006-AR12 M1 45661VAD8 5/14/2009 $100.0000 $2.1171246. IndyMac INDX Mortgage Loan Trust 2006-AR12 M2 45661VAE6 5/14/2009 $100.0000 $0.6912247. IndyMac INDX Mortgage Loan Trust 2006-AR12 M3 45661VAF3 5/14/2009 $100.0000 $0.1836248. IndyMac INDX Mortgage Loan Trust 2006-AR12 M4 45661VAG1 5/14/2009 $100.0000 $0.0750249. IndyMac INDX Mortgage Loan Trust 2006-AR19 1A1 45660GAA8 5/14/2009 $100.0000 $35.5429250. IndyMac INDX Mortgage Loan Trust 2006-AR19 1A2 45660GAB6 5/14/2009 $100.0000 $41.7818251. IndyMac INDX Mortgage Loan Trust 2006-AR19 1A3 45660GAC4 5/14/2009 $100.0000 $22.4280252. IndyMac INDX Mortgage Loan Trust 2006-AR19 1A4 45660GAD2 5/14/2009 $2.0000 $7.0164253. IndyMac INDX Mortgage Loan Trust 2006-AR19 2A1 45660GAE0 5/14/2009 $100.0000 $67.6736254. IndyMac INDX Mortgage Loan Trust 2006-AR19 2A2 45660GAF7 5/14/2009 $100.0000 $21.4305255. IndyMac INDX Mortgage Loan Trust 2006-AR19 3A1 45660GAG5 5/14/2009 $100.0000 $47.4150256. IndyMac INDX Mortgage Loan Trust 2006-AR19 3A2 45660GAH3 5/14/2009 $100.0000 $20.5683257. IndyMac INDX Mortgage Loan Trust 2006-AR19 4A1 45660GAJ9 5/14/2009 $100.0000 $59.2515258. IndyMac INDX Mortgage Loan Trust 2006-AR19 4A2 45660GAK6 5/14/2009 $100.0000 $23.1984259. IndyMac INDX Mortgage Loan Trust 2006-AR19 IB1 45660GAN0 5/14/2009 $100.0000 $6.2642260. IndyMac INDX Mortgage Loan Trust 2006-AR19 IB2 45660GAP5 5/14/2009 $100.0000 $0.0000261. IndyMac INDX Mortgage Loan Trust 2006-AR19 IB3 45660GAQ3 5/14/2009 $100.0000 $0.0000262. IndyMac INDX Mortgage Loan Trust 2006-AR19 5A1 45660GAL4 5/14/2009 $100.0000 $62.4666263. IndyMac INDX Mortgage Loan Trust 2006-AR19 5A2 45660GBB5 5/14/2009 $100.0000 $62.4843264. IndyMac INDX Mortgage Loan Trust 2006-AR19 5A3 45660GBC3 5/14/2009 $100.0000 $21.2440265. IndyMac INDX Mortgage Loan Trust 2006-AR19 IIB1 45660GAR1 5/14/2009 $100.0000 $3.7387266. IndyMac INDX Mortgage Loan Trust 2006-AR19 IIB2 45660GAS9 5/14/2009 $100.0000 $0.3204267. IndyMac INDX Mortgage Loan Trust 2006-AR19 IIB3 45660GAT7 5/14/2009 $100.0000 $0.0000268. IndyMac INDX Mortgage Loan Trust 2006-AR31 A1 45667QAA9 5/14/2009 $100.0000 $64.0566269. IndyMac INDX Mortgage Loan Trust 2006-AR31 A2 45667QAB7 5/14/2009 $100.0000 $24.5337270. IndyMac INDX Mortgage Loan Trust 2006-AR31 A3 45667QAC5 5/14/2009 $100.0000 $71.6921271. IndyMac INDX Mortgage Loan Trust 2006-AR31 A4 45667QAD3 5/14/2009 $100.0000 $54.6880272. IndyMac INDX Mortgage Loan Trust 2006-AR31 A5 45667QAE1 5/14/2009 $100.0000 $57.3382273. IndyMac INDX Mortgage Loan Trust 2006-AR31 B1 45667QAG6 5/14/2009 $100.0000 $12.3813274. IndyMac INDX Mortgage Loan Trust 2006-AR31 B2 45667QAH4 5/14/2009 $100.0000 $7.1038275. IndyMac INDX Mortgage Loan Trust 2006-AR31 B3 45667QAJ0 5/14/2009 $100.0000 $3.9489276. IndyMac INDX Mortgage Loan Trust 2007-FLX1 A1 45668WAA5 5/14/2009 $100.0000 $62.0951277. IndyMac INDX Mortgage Loan Trust 2007-FLX1 A2 45668WAB3 5/14/2009 $100.0000 $34.5950278. IndyMac INDX Mortgage Loan Trust 2007-FLX1 A3 45668WAC1 5/14/2009 $100.0000 $12.2314279. IndyMac INDX Mortgage Loan Trust 2007-FLX1 A4 45668WAD9 5/14/2009 $100.0000 $8.1643280. IndyMac INDX Mortgage Loan Trust 2007-FLX1 A5 45668WAE7 5/14/2009 $100.0000 $8.9072281. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M1 45668WAJ6 5/14/2009 $100.0000 $5.4259282. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M2 45668WAK3 5/14/2009 $100.0000 $4.5339283. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M3 45668WAL1 5/14/2009 $100.0000 $3.3623284. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M4 45668WAM9 5/14/2009 $100.0000 $2.9684285. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M5 45668WAN7 5/14/2009 $100.0000 $2.4877286. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M6 45668WAP2 5/14/2009 $100.0000 $2.3268287. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M7 45668WAQ0 5/14/2009 $100.0000 $1.7058288. IndyMac INDX Mortgage Loan Trust 2007-FLX1 M8 45668WAR8 5/14/2009 $100.0000 $0.8553289. IndyMac INDX Mortgage Loan Trust 2006-AR2 1A1A 45661EAA2 6/29/2009 $100.0000 $44.9995290. IndyMac INDX Mortgage Loan Trust 2006-AR2 1A1B 45661EAB0 6/29/2009 $100.0000 $44.9662291. IndyMac INDX Mortgage Loan Trust 2006-AR2 1A2 45661EAC8 6/29/2009 $100.0000 $20.4415292. IndyMac INDX Mortgage Loan Trust 2006-AR2 1A3A 45661EAD6 6/29/2009 $100.0000 $14.7997


TABLE A-2


Price293. IndyMac INDX Mortgage Loan Trust 2006-AR2 1A3B 45661EAE4 6/29/2009 $100.0000 $17.0911294. IndyMac INDX Mortgage Loan Trust 2006-AR2 2A1 45661EAF1 6/29/2009 $100.0000 $38.9060295. IndyMac INDX Mortgage Loan Trust 2006-AR2 2A2 45661EAG9 6/29/2009 $100.0000 $23.5596296. IndyMac INDX Mortgage Loan Trust 2006-AR2 M1 45661EAH7 6/29/2009 $100.0000 $0.6033297. IndyMac INDX Mortgage Loan Trust 2006-AR2 M2 45661EAJ3 6/29/2009 $100.0000 $0.3788298. IndyMac INDX Mortgage Loan Trust 2006-AR2 M3 45661EAK0 6/29/2009 $100.0000 $0.2591299. IndyMac INDX Mortgage Loan Trust 2006-AR2 M4 45661EAL8 6/29/2009 $100.0000 $0.2002300. IndyMac INDX Mortgage Loan Trust 2006-AR2 M5 45661EAM6 6/29/2009 $100.0000 $0.0983301. IndyMac INDX Mortgage Loan Trust 2006-AR2 M6 45661EAN4 6/29/2009 $100.0000 $0.0000302. IndyMac INDX Mortgage Loan Trust 2006-AR2 M7 45661EAP9 6/29/2009 $100.0000 $0.0000303. IndyMac INDX Mortgage Loan Trust 2006-AR2 M8 45661EAQ7 6/29/2009 $100.0000 $0.0000304. IndyMac INDX Mortgage Loan Trust 2006-AR2 M9 45661EAU8 6/29/2009 $100.0000 $0.0000305. IndyMac INDX Mortgage Loan Trust 2006-AR3 1X 45660L5R6 6/29/2009 $0.6250 $0.0000306. IndyMac INDX Mortgage Loan Trust 2006-AR3 2X 45660L5V7 6/29/2009 $0.7500 $0.2896307. IndyMac INDX Mortgage Loan Trust 2006-AR3 1A1 45660L5N5 6/29/2009 $100.0000 $44.0207308. IndyMac INDX Mortgage Loan Trust 2006-AR3 1A2 45660L5Q8 6/29/2009 $100.0000 $15.1805309. IndyMac INDX Mortgage Loan Trust 2006-AR3 2A1A 45660L5S4 6/29/2009 $100.0000 $42.1794310. IndyMac INDX Mortgage Loan Trust 2006-AR3 2A1B 45660L5T2 6/29/2009 $100.0000 $42.1402311. IndyMac INDX Mortgage Loan Trust 2006-AR3 2A1C 45660L5P0 6/29/2009 $100.0000 $42.1613312. IndyMac INDX Mortgage Loan Trust 2006-AR3 2A2 45660L5U9 6/29/2009 $100.0000 $18.1241313. IndyMac INDX Mortgage Loan Trust 2006-AR3 3A1A 45660L5W5 6/29/2009 $100.0000 $48.9884314. IndyMac INDX Mortgage Loan Trust 2006-AR3 3A1B 45660L5X3 6/29/2009 $100.0000 $48.7772315. IndyMac INDX Mortgage Loan Trust 2006-AR3 3A2 45660L5Y1 6/29/2009 $100.0000 $13.8660316. IndyMac INDX Mortgage Loan Trust 2006-AR3 B1 45660L6A2 6/29/2009 $100.0000 $5.6761317. IndyMac INDX Mortgage Loan Trust 2006-AR3 B2 45660L6B0 6/29/2009 $100.0000 $0.0000318. IndyMac INDX Mortgage Loan Trust 2006-AR3 B3 45660L6C8 6/29/2009 $100.0000 $0.0000319. IndyMac INDX Mortgage Loan Trust 2006-AR3 3X 45660L5Z8 6/29/2009 $0.4375 $0.2457320. IndyMac INDX Mortgage Loan Trust 2006-AR4 A1A 45661EAV6 6/29/2009 $100.0000 $41.1577321. IndyMac INDX Mortgage Loan Trust 2006-AR4 A1B 45661EAW4 6/29/2009 $100.0000 $20.5554322. IndyMac INDX Mortgage Loan Trust 2006-AR4 A1C 45661EAX2 6/29/2009 $100.0000 $15.5444323. IndyMac INDX Mortgage Loan Trust 2006-AR4 A2A 45661EAY0 6/29/2009 $100.0000 $15.3835324. IndyMac INDX Mortgage Loan Trust 2006-AR4 M1 45661EAZ7 6/29/2009 $100.0000 $0.5447325. IndyMac INDX Mortgage Loan Trust 2006-AR4 M2 45661EBA1 6/29/2009 $100.0000 $0.2770326. IndyMac INDX Mortgage Loan Trust 2006-AR4 M3 45661EBB9 6/29/2009 $100.0000 $0.1462327. IndyMac INDX Mortgage Loan Trust 2006-AR4 M4 45661EBC7 6/29/2009 $100.0000 $0.0825328. IndyMac INDX Mortgage Loan Trust 2006-AR4 M5 45661EBD5 6/29/2009 $100.0000 $0.0958329. IndyMac INDX Mortgage Loan Trust 2006-AR4 M6 45661EBE3 6/29/2009 $100.0000 $0.0000330. IndyMac INDX Mortgage Loan Trust 2006-AR4 M7 45661EBF0 6/29/2009 $100.0000 $0.0000331. IndyMac INDX Mortgage Loan Trust 2006-AR4 M8 45661EBG8 6/29/2009 $100.0000 $0.0000332. IndyMac INDX Mortgage Loan Trust 2006-AR7 1A1 45661ECW2 6/29/2009 $100.0000 $51.4605333. IndyMac INDX Mortgage Loan Trust 2006-AR7 1A2 45661ECX0 6/29/2009 $100.0000 $24.2578334. IndyMac INDX Mortgage Loan Trust 2006-AR7 2A1 45661ECY8 6/29/2009 $100.0000 $59.9778335. IndyMac INDX Mortgage Loan Trust 2006-AR7 2A2 45661ECZ5 6/29/2009 $100.0000 $26.5453336. IndyMac INDX Mortgage Loan Trust 2006-AR7 3A1 45661EDA9 6/29/2009 $100.0000 $52.1251337. IndyMac INDX Mortgage Loan Trust 2006-AR7 3A2 45661EDB7 6/29/2009 $100.0000 $24.5191338. IndyMac INDX Mortgage Loan Trust 2006-AR7 4A1 45661EDC5 6/29/2009 $100.0000 $47.1956339. IndyMac INDX Mortgage Loan Trust 2006-AR7 4A2 45661EDD3 6/29/2009 $100.0000 $19.1096340. IndyMac INDX Mortgage Loan Trust 2006-AR7 5A1 45661EDE1 6/29/2009 $100.0000 $51.3828341. IndyMac INDX Mortgage Loan Trust 2006-AR7 5A2 45661EDF8 6/29/2009 $100.0000 $22.1448342. IndyMac INDX Mortgage Loan Trust 2006-AR7 B1 45661EDH4 6/29/2009 $100.0000 $5.3582343. IndyMac INDX Mortgage Loan Trust 2006-AR7 B2 45661EDJ0 6/29/2009 $100.0000 $0.0000344. IndyMac INDX Mortgage Loan Trust 2006-AR7 B3 45661EDK7 6/29/2009 $100.0000 $0.0000345. Residential Asset Securitization Trust 2006-A2 PO 45661EBZ6 6/29/2009 $66.0000 $80.1582346. Residential Asset Securitization Trust 2006-A2 AX 45661ECA0 6/29/2009 $15.0000 $10.9066347. Residential Asset Securitization Trust 2006-A2 A1 45661EBM5 6/29/2009 $100.0000 $89.7737348. Residential Asset Securitization Trust 2006-A2 A2 45661EBN3 6/29/2009 $0.6000 $4.3020349. Residential Asset Securitization Trust 2006-A2 A3 45661EBP8 6/29/2009 $100.0000 $61.8620350. Residential Asset Securitization Trust 2006-A2 A4 45661EBQ6 6/29/2009 $100.0000 $34.3454351. Residential Asset Securitization Trust 2006-A2 A5 45661EBR4 6/29/2009 $100.0000 $42.6223352. Residential Asset Securitization Trust 2006-A2 A6 45661EBS2 6/29/2009 $0.5000 $6.3804353. Residential Asset Securitization Trust 2006-A2 A7 45661EBT0 6/29/2009 $100.0000 $64.1916354. Residential Asset Securitization Trust 2006-A2 A8 45661EBU7 6/29/2009 $100.0000 $49.3593355. Residential Asset Securitization Trust 2006-A2 A9 45661EBV5 6/29/2009 $100.0000 $69.7230356. Residential Asset Securitization Trust 2006-A2 A10 45661EBW3 6/29/2009 $100.0000 $45.6657357. Residential Asset Securitization Trust 2006-A2 A11 45661EBX1 6/29/2009 $100.0000 $51.9029358. Residential Asset Securitization Trust 2006-A2 A12 45661EBY9 6/29/2009 $100.0000 $53.1711359. Residential Asset Securitization Trust 2006-A2 A13 45661EFA7 6/29/2009 $100.0000 $60.2407360. Residential Asset Securitization Trust 2006-A2 B1 45661ECC6 6/29/2009 $100.0000 $6.3703361. Residential Asset Securitization Trust 2006-A2 B2 45661ECD4 6/29/2009 $100.0000 $3.1924362. Residential Asset Securitization Trust 2006-A2 B3 45661ECE2 6/29/2009 $100.0000 $1.2107


TABLE B will be available

on the Settlement website www.IndyMacMBSclassaction.com


TABLE C will be available

on the Settlement website www.IndyMacMBSclassaction.com


Exhibit B






ALL ACTIONS

[EXHIBIT B TO STIPULATION]

[PROPOSED] ORDER AND FINAL JUDGMENT

This matter came for hearing on ________________ (the “Final Approval Hearing”), on

the application of Lead Plaintiffs Wyoming Retirement System and Wyoming State Treasurer for

(i) approval of the Settlement set forth in the Amended Stipulation and Agreement of Settlement

between Lead Plaintiffs and Defendants Credit Suisse Securities (USA) LLC, Deutsche Bank

Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc.,

and UBS Securities LLC (the “Settling Defendants”), dated September 19, 2014 (the

“Stipulation”); and (ii) entry of an Order and Final Judgment in accordance with the Stipulation.

The Court having considered all matters submitted to it at the Final Approval Hearing

and otherwise;

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. This Order and Final Judgment hereby incorporates by reference the definitions in

the Stipulation, and all capitalized terms, unless otherwise defined herein, shall have the same

meanings as set forth in the Stipulation.


2. This Court has jurisdiction to enter this Order and Final Judgment. The Court has

jurisdiction over the subject matter of the Action and over all parties to the Action, including all

Settlement Class Members.

3. The Court hereby certifies, for settlement purposes only, pursuant to Rule 23(a)

and 23(b)(3) of the Federal Rules of Civil Procedure, a Settlement Class defined as:

All Persons who at any time purchased or otherwise acquired interests in the Certificates. Excluded from the Settlement Class are those Persons who purchased or otherwise acquired Certificates, but who have filed individual actions to separately pursue claims against the Settling Defendants relating to the Certificates or who have filed a valid request for exclusion in accordance with the requirements set forth in the Notice. Also excluded from the Settlement Class are Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, except for any Investment Vehicle, to the extent such entities themselves had a proprietary (i.e., for their own account) interest in the Certificates and not to the extent that they held Certificates in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the Settlement Class.

4. With respect to the Settlement Class, this Court finds, solely for the purposes of

the Settlement (and without an adjudication of the merits), that the prerequisites for a class action

under Rule 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure have been satisfied, in

that: (a) the members of the Settlement Class are sufficiently numerous that joinder of all

Settlement Class Members in the Action is impracticable; (b) there are questions of law and fact

common to the Settlement Class; (c) the claims of the Settlement Class Representatives are

typical of the claims of the Settlement Class; (d) the Settlement Class Representatives and Lead

Counsel have fairly and adequately represented and protected the interests of the Settlement

Class Members; (e) the questions of law and fact common to the members of the Settlement

Class predominate over any questions affecting only individual members; and (f) a class action is

superior to other available methods for the fair and efficient adjudication of the controversy,

considering: (i) the interests of the Settlement Class Members in individually controlling the

2


prosecution of separate actions; (ii) the extent and nature of any litigation concerning the

controversy already commenced by Settlement Class Members; and (iii) the desirability or

undesirability of concentrating the litigation of these claims in this particular forum.

5. Notice of the proposed Settlement, Plan of Allocation, Final Approval Hearing,

and motion for attorneys’ fees and reimbursement of Litigation Expenses was given to all

Settlement Class Members who could be identified with reasonable effort (the “Notice”). The

form and method of notice to the Settlement Class, met the requirements of due process, Rule 23

of the Federal Rules of Civil Procedure and Section 27 of the Securities Act of 1933, 15 U.S.C.

§ 77z-l(a)(7), as amended by the Private Securities Litigation Reform Act of 1995, constituted

the best notice practicable under the circumstances, and constituted due and sufficient notice to

all Persons entitled thereto.

6. Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil

Procedure, the Court hereby finds that due and adequate notice of these proceedings was directed

to all Persons who are Settlement Class Members advising them of the Settlement, the Plan of

Allocation, the Final Approval Hearing, and Lead Counsel’s motion for attorneys’ fees and

reimbursement of Litigation Expenses, and of their right to object to the Settlement Class, and a

full and fair opportunity was accorded to all such Persons to be heard with respect to the

Settlement, the Plan of Allocation, and/or Lead Counsel’s motion for attorneys’ fees and request

for reimbursement of Litigation Expenses.

7. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

approves the Settlement as set forth in the Stipulation, and finds that the Settlement is, in all

respects, fair, reasonable and adequate, and in the best interests of the Settlement Class

Members. This Court further finds that the Settlement set forth in the Stipulation is the result of

3


arm’s-length negotiations between experienced counsel representing the interests of the Settling

Parties. Accordingly, the Settlement embodied in the Stipulation is hereby finally approved in

all respects and shall be consummated in accordance with the terms and provisions of the

Stipulation. The Settling Parties are hereby directed to perform its terms.

8. The Court finds and concludes that the Settling Parties and their respective

counsel have complied in all respects with the requirements of Rule 11 of the Federal Rules of

Civil Procedure in connection with the commencement, maintenance, prosecution, defense and

settlement of the Action.

9. Except as to any individual claim of those Persons who have validly and timely

requested exclusion from the Settlement Class (identified in Exhibit 1 hereto), all Released

Claims are dismissed with prejudice against the Released Parties. The Settling Parties are to bear

their own costs, except as otherwise provided in the Stipulation.

10. This Order and Final Judgment is binding on all Settlement Class Members

(which does not include those Persons listed on Exhibit 1 hereto who have validly and timely

requested exclusion from the Settlement Class).

11. Upon the Effective Date, the Settlement Class Representatives and all other

Settlement Class Members, on behalf of themselves and any of their personal representatives,

spouses, domestic partners, trustees, heirs, executors, administrators, successors or assignees

shall be deemed by operation of law to have fully, finally, and forever released, relinquished,

waived, discharged and dismissed each and every Released Claim against the Released Parties,

and shall forever be enjoined from pursuing any or all Released Claims in any forum of any kind,

whether directly or indirectly, whether on their own behalf or otherwise; and regardless of

whether or not such Settlement Class Member executes and delivers a Proof of Claim Form. By

4


entering into this Settlement, the Settlement Class Representatives represent and warrant that

they have not assigned, hypothecated, conveyed, transferred, or otherwise granted or given any

interest in the Released Claims, or any of them, to any other Person. The Settling Parties

acknowledge, and the Settlement Class Members shall be deemed by operation of law to

acknowledge, that the waiver of Unknown Claims, and the provisions, rights and benefits of

California Civil Code § 1542, was bargained for and is a key element of the Settlement of which

the release in this paragraph is a part.

12. Upon the Effective Date, the Settling Defendants and each of the other Released

Parties shall be deemed by operation of law to have fully, finally, and forever released,

relinquished, waived, discharged and dismissed all Released Parties’ Claims, and shall forever be

enjoined from pursuing any or all Released Parties’ Claims in any forum of any kind, whether

directly or indirectly, whether on their own behalf or otherwise. By entering into this Settlement,

the Settling Defendants represent and warrant that they have not assigned, hypothecated,

conveyed, transferred, or otherwise granted or given any interest in the Released Parties’ Claims,

or any of them, to any other Person. The Settling Parties acknowledge, and the Released Parties

shall be deemed by operation of law to acknowledge, that the waiver of Unknown Claims, and

the provisions, rights and benefits of California Civil Code § 1542, was bargained for and is a

key element of the Settlement of which the release in this paragraph is a part.

13. The facts and terms of the Stipulation, including Exhibits thereto, this Order and

Final Judgment, all negotiations, discussions, drafts and proceedings in connection with the

Settlement, and any act performed or document signed in connection with the Settlement:

(a) shall not be offered or received against the Released Parties as evidence of

a presumption, concession, or admission of any fault, misrepresentation, or omission with respect

5


to any statement or written document approved or made by any Released Party, or against the

Settlement Class Representatives or other Settlement Class Members as evidence of any

infirmity in the claims of the Settlement Class Representatives or other Settlement Class

Members;

(b) shall not be offered or received against the Released Parties, the

Settlement Class Representatives, or other Settlement Class Members as evidence of, or be

deemed to be evidence of, any presumption, concession or admission by any of the Released

Parties or by the Settlement Class Representatives or other Settlement Class Claims with respect

to the truth or falsity of any allegation by the Settlement Class Representatives or the validity, or

lack thereof, of any claim that has been or could have been asserted in the Action or in any

litigation, or the deficiency of any defense that has been or could have been asserted in the

Action or in any litigation, or of any liability, negligence, fault or wrongdoing of the Released

Parties;

(c) shall not be offered or received against the Released Parties, the

Settlement Class Representatives, or other Settlement Class Members as evidence of a

presumption, concession or admission with respect to any liability, negligence, fault or

wrongdoing, or in any way referred to for any other reason as against any of the parties to this

Stipulation, in any arbitration proceeding or other civil, criminal or administrative action or

proceeding, other than such proceedings as may be necessary to effectuate the provisions of this

Stipulation; provided, however, that the Released Parties may refer to it to effectuate the liability

protection granted them hereunder;

6


(d) shall not be construed or received in evidence as an admission, concession

or presumption against the Released Parties that Underwriter Defendant Settlement Amount

represents the amount which could be or would have been recovered after trial; and

(e) shall not be construed as or received in evidence as an admission,

concession or presumption against the Settlement Class Representatives or other Settlement

Class Members that any of their claims are without merit or that damages recoverable in the

Action would not have exceeded the Underwriter Defendant Settlement Amount.

14. As a material condition of the Settlement, the Court hereby permanently bars,

enjoins and restrains any and all Persons (including, but not limited to, non-settling defendants,

their successors or assigns, and any other Person later named as a defendant or third-party in the

Action) from instituting, commencing, prosecuting, asserting or pursuing any claim against any

of the Settling Defendants for contribution or indemnity (whether contractual or otherwise),

however denominated, arising out of, based upon or related to the claims and allegations asserted

in the Action (or any other claims where the alleged injury to the entity/individual is the

entity’s/individual’s actual or threatened liability to any Settlement Class Member), whether

arising under state, federal or foreign law as claims, cross-claims, counterclaims, or third-party

claims, whether asserted in this Court, in any federal or state court, or in any other court,

arbitration proceeding, administrative agency, or other forum in the United States or elsewhere,

and whether such claims are legal or equitable, known or unknown, foreseen or unforeseen,

matured or discharged, satisfied and unenforceable, subject to a hearing to be held by the Court,

if necessary.

7


15. Any Person so barred and enjoined under paragraph 14 above, shall be entitled to

appropriate judgment reduction in accordance with applicable statutory or common law rule to

the extent permitted under the Securities Act of the 1933 for the claims alleged against them.

16. The Court reserves jurisdiction, without affecting in any way the finality of this

Order and Final Judgment, over: (a) implementation and enforcement of the Settlement; (b) the

allowance, disallowance or adjustment of any Settlement Class Member’s claim on equitable

grounds and any award or distribution of the Underwriter Defendant Settlement Fund;

(c) disposition of the Underwriter Defendant Settlement Fund; (d) hearing and determining Lead

Counsel’s motion for attorneys’ fees and reimbursement of Litigation Expenses; (e) enforcing

and administering this Order and Final Judgment; (f) enforcing and administering the

Stipulation, including any releases executed in connection therewith; and (g) other matters

related or ancillary to the foregoing.

17. A separate order shall be entered regarding the proposed Plan of Allocation. Such

order shall not disturb or affect any of the terms of this Order and Final Judgment.

18. A separate order shall be entered regarding Lead Counsel’s and additional

Settlement Class Representatives’ counsel’s motion for attorneys’ fees and reimbursement of

Litigation Expenses as allowed by the Court. Such order shall not disturb or affect any of the

terms of this Order and Final Judgment.

19. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation or in the event that the Underwriter Defendant Settlement Fund, or any

portion thereof, is returned to the Settling Defendants, then this Order and Final Judgment shall

be rendered null and void to the extent provided by and in accordance with the Stipulation, and

shall be vacated to the extent provided by the Stipulation and, in such event: (a) all Orders

8


entered and releases delivered in connection herewith shall be null and void to the extent

provided by and in accordance with the Stipulation; (b) the fact of the Settlement shall not be

admissible in any trial of the Action and the parties to the Stipulation shall be deemed to have

reverted nunc pro tunc to their respective status in the Action immediately before July 23, 2014;

(c) the certification of the Settlement Class, including the findings in paragraph 4 herein, shall be

null and void without further Court action; and (d) the balance of the Underwriter Defendant

Settlement Fund, less any Notice and Administration Expenses paid or incurred and less any

Taxes and Tax Expenses paid, incurred, or owing, shall be returned in full as provided in the

Stipulation.

20. Without further Order of the Court, the parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation.

21. There is no just reason for delay in the entry of this Order and Final Judgment and

immediate entry by the Clerk of the Court is expressly directed.

Dated: New York, New York

_______________________, 2014

HONORABLE LEWIS A. KAPLAN UNITED STATES DISTRICT JUDGE

9


EXHIBIT 1

Persons Excluded from the Settlement Class Pursuant to Requests for Exclusion

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