Excerpts from the depositions - Wall Street Journal

Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 16 of 35 Page ID
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litigation claims, and didn’t retain any rights to the proceeds as a result of the
litigation. So—so, there were multiple times that I dealt with transferring litigation
rights . . . .” 157:17–158:12.
Holmes testified that the “Related Instruments” language was meant to clarify what ML II
was acquiring from AIG.
• “A. I don’t recall any specific discussion on ‘Related Instruments’. Q. Did you have
any written communication with anyone regarding the definition of ‘Related
Instruments’? A. I don’t think so. Q. . . . I want you to focus on specifically the
phrase ‘all right, title, interest in and to all Related Instruments.’ Do you see that
language? A. Yes. Q. Prior to the execution of the Asset Purchase Agreement, do you
recall discussing that language with anyone? A. No. Q. Prior to the execution of the
Asset Purchase Agreement, do you recall any written communications with anyone
regarding that language in this definition? A. No.” 85:10–86:13.
• “Q. Did you have any discussions about whether breach of contract claims would be
transferred from AIG to Maiden Lane II? A. I don’t remember that specifically. What
was clear to me was that the Fed wanted to control the securities, and—and so they
were interested in making sure that they got the right to have full control of the
securities, you know, while they were owned by Maiden Lane II.” 62:5–14.
• “A. [T]he point of the sections that we talked about [definitions of ‘Related
Instruments’ and ‘RMBS Issue’] is to ensure or to clarify exactly what’s being
assigned. And the ‘Related Instruments’ definition adds to or creates additional
clarity around exactly what it is ‘RMBS Issue’ includes. So, you got the main—
main securities listed on Schedule A, and then, you know, together with ancillary
rights in the related instruments; and then you’ve got—you’ve got the other types of
deal documents here listed that you might have in a mortgage-backed security.”
107:9–22.
• “Q. So, in your understanding, the—what the language ‘together with all right, title and
interest in and to all Related Instruments’ does, is to say that you get all the rights you
would have gotten in a market sale of these securities? A. Basically. Q. Is there
anything else that that language does? A. No.” 108:22–109:7.
• “Q. Is it your understanding that the Maiden Lane II received exactly the same rights it
would have received if it purchased the securities in the open market? A. Yes.” 109:8–
12.
• “Q. Okay. And so, in your understanding, there were contract rights that were transferred
to Maiden Lane II? A. That’s correct. Q. But if AIG was harmed while it owned the
security and had a legal cause of action it could pursue regarding that harm, that was not
transferred? A. That’s correct. Q. And that doesn’t matter whether it’s a tort claim or a
breach of contract claim or a statutory claim? A. That’s correct.” 120:7–19.
• “Q. And in this instance, why was it—why was an Asset Purchase Agreement necessary?
Why not simply transfer all these securities electronically? [Objection] A. Among other
things, the—so—so, the exhibit to the Asset Purchase Agreement, which lists out all
the securities and the pricing, needed to be agreed ahead of time; we needed to know
how much money would go from Maiden Lane II to the AIG companies; the Fed
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