Excerpts from the depositions - Wall Street Journal

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Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 32 of 35 Page ID #:16621 Mahoney never saw the Settlement Agreement between Bank of America and ML II, nor discussed intent, prior to signing the declaration in this action. • “A. And I would be, from the business side, one of the most knowledgeable people about the intent. And so I was asked to sign a statement that I did not draft, but which I carefully reviewed, changed several minor aspects of it including, as I mentioned earlier, the ‘Related Instruments’, specifically having inserted, making reference to the APA because I didn’t want the ambiguity about what ‘Related Instruments’ meant. So, I believe that’s why I was asked to sign it. Because I was, from the business side, the person most knowledgeable about the transfer.” 99:6–20. • “Q. Were you ever asked to make a statement about what you understood AIG intended? A. I don’t think I was ever asked to make such a statement, and I didn’t. Q. You wouldn’t have any basis to, would you? A. Right. Again, crafting those legal documents were a lot of discussions that were outside my personal knowledge, so I could say what my personal knowledge was but I wouldn’t be able to represent AIG’s perspective or their intent.” 106:2–14. • “Q. So just, again, to break that down. Until having been shown the capitalized term ‘Related Instruments’, you had a business understanding of what ‘related instruments,’ small r, small i, meant, correct, sir? A. Right. My interpretation reading the Declaration, the original draft Declaration, my mind went to the business interpretation of that phrase. If you would see that in the Wall Street Journal article, for example, you’d be thinking about related financial instruments. Q. Right. And your understanding of related financial instruments for residential mortgagebacked securities would be what? A. It would be something like an—an interest rate swap contract, which would convert a floating rate to a fixed rate or vice versa, help him to help you manage the interest rate risk on a residential mortgage-backed securities.” 43:15–44:12. • “Q. But is it also true that prior to being shown the term ‘Related Instruments’ in December 2012, in connection with your Declaration, you didn’t have a recollection of having actually focused on the definition of that term in the APA? A. So, right, in December 2012, I don’t remember having focused on that term in 2008.” 108:20– 109:4. • “Q. You said that you didn’t draft your Declaration but you reviewed it. Do you know who drafted it? A. I do not.” 101:21–24. • “Q. [] And how many drafts of the Declaration do you think it went through before you were prepared to sign it? A. So, I don’t know how many drafts it went before the original draft was given to me. There was a single set of cha[nges] to the . . . document. Q. Just one time you made changes and then it was to your satisfaction? A. That’s correct.” 102:10–21. • “A. So when I got―yes, so when I got the draft, it was consistent with the conversation and―with the exception of a couple of point which were adjusted, and I was willing to sign it at that point. Q. Who was that conversation with? A. Our internal legal counsel. . . . Q. And how long did that conversation last? A. It was a short conversation. . . . It was less than 10 minutes, let’s say. It was really about EXHIBIT 4 8
Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 33 of 35 Page ID #:16622 what was the intent; I expressed the intent. There was some question at some point, either by e-mail or phone, ‘Would you be willing to sign a declaration to that?’ I said, ‘Well, I have to review it first’, which I did. Certain aspects of it were adjusted, and I was willing to sign it . . . based on the agreement of the words on the page with my understanding of my intent at that time.” 184:3–185:9. • “[Referring to the Settlement Agreement between Bank of America and Maiden Lane II] Q. Have you ever seen this document before? . . . A. No, I am not familiar with this document. Q. All right. So, is it your testimony that prior to right now, today, you’ve never seen this before? A. That’s correct. Q. And I take it you had no role in negotiating any type of a settlement with Countrywide at any point in time? A. That is correct.” 100:20–101:20. • “Q. But prior to December 2012, in connection with your Declaration, had you ever been consulted by anyone at the New York Fed to provide any view as to what was or was not intended at the time Maiden Lane II had been entered into? A. . . . I don’t recall that happening before then.” 105:14–25. • “Q. Other that what you told us . . . occurred in December of 2012 when you were sent a draft of a declaration, and then you were asked to review it and you felt comfortable signing it, between 2008 and that event in 2012, did anyone ever come speak with you or question you about what was intended back in 2008 in respect of the assignment or transfer of any rights that AIG might otherwise have had? . . . So, I’m omitting the point where you get the Declaration. A. I understand. I don’t recall anyone asking me about that . . . prior to that.” 181:8–182:2. Mahoney testified that neither the FRBNY nor its advisors ever considered bringing fraud claims. • “Q. And what role did BlackRock play in relation to Maiden Lane II and its assets? [Objection] A. They were under contract with the Federal Reserve Bank of New York, so via the Maiden Lane vehicle, to manage the assets held in the three Maiden Lane vehicles.” 22:21–23:5. • “Q. Were you aware, for example, when―as of May 2010, that one of the things that BlackRock was pursuing was remedies against IMPAC and certain underwriters because of discrepancies in the governing transaction documentation? A. . . . I was aware that BlackRock was aggressively purs[u]ing a variety of ways of maximizing cash flows that included a very close read of all of the documents related to the underlying transaction, and where discrepancies were identified to seek recourse or resolution to those discrepancies.” 147:19–148:11. • “Q. Do you have an understanding today of what type of legal claims at any point in time BlackRock was pursuing or attempting to pursue to try to maximize cash flow recoveries? A. As I said, they were aggressively pursuing a variety of different avenues to ensure we were getting all of our expected rights, cash flows, title and interest and, in fact, in addition to not overpaying for services that service providers provided.” 164:25–165:11. • “Q. To the extent that Maiden Lane II’s advisers, legal and nonlegal[,] believed or came to understand that Maiden Lane II had received an assignment of AIG’s tort claims[,] was EXHIBIT 4 9
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Excerpts from the depositions - Wall Street Journal

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