10.  In the Complaint, RPI alleges breach of contract and breach of trust causes of action  against Deutsche Bank. RPI alleges that, although required by the Governing Agreements and its  duty as trustee, Deutsche Bank willfully ignored and failed to effectuate the repurchase of mortgage  loans in the Covered Trusts that had breached the representations and warranties from the  originators, warrantors and/or sellers ("Warrantors"), despite receiving extensive notification of and  possessing actual knowledge of specific breaches, and possessing knowledge from numerous sources  of pervasive substandard underwriting and outright fraud in the origination of those loans. Deutsche  Bank took virtually no action to protect the investors because its primary concern was preserving its  lucrative business interests with the deal parties responsible for making the repurchases.   12.  The Complaint expressly and repeatedly alleges that Deutsche Bank acted negligently  and engaged in willful misconduct. See ^172, 174, 176, 178, 179, 197, 199.   13.  For example, the Complaint catalogs a series of lawsuits regarding specific loans in  the specific Covered Trusts that informed Deutsche Bank that there were numerous defective  mortgage loans in the Covered Trusts that breached the Warrantors' representations and warranties.  ^97. Moreover, Deutsche Bank had granular visibility into the breaches of representations and  warranties, such as misstated income or debt ratios, learned through the bankruptcies of the  mortgage loan borrowers and through the due diligence of its own affiliates. ^99-114.   14.  Deutsche Bank discovered rampant failures by the Servicers to service the loans in  conformance with the customary and usual standards of loan servicing practice, which constituted  numerous Events of Default under the Governing Agreements. In as early as 2008, Deutsche Bank  learned that one of the servicers of the Covered Trusts, Saxon, was violating several state laws, again  an Event of Default under the Governing Agreements. ^119. In addition, the Servicers botched  numerous foreclosure actions due to gross errors, blatant misrepresentations or criminal conduct.  Courts noted that Deutsche Bank was even acquiescing in or actively participating in this  misconduct; yet Deutsche Bank did not take action to protect the certificateholders as it was required  to do under the prudent-person standard, a duty of care akin to that of a fiduciary. ^124-128.   16.  Deutsche Bank and its counsel have consistently incurred unreasonable expenses in  defending itself in the Litigation by using scorched earth tactics. For example, the court struck an  unauthorized letter brief (Litigation Dkt. 252) that had no purpose other than to inform the court  "that lawyers sometimes cite different cases depending on what side of an issue they are on." See  Transcript of Aug. 12, 2016 Hearing at 4:23-5:2. Furthermore, it has insisted on taking depositions  of witnesses with little or no knowledge of information relevant to the Litigation, despite being  offered the testimony of those witnesses regarding nearly identical issues in similar matters.  Deutsche Bank has also conducted inappropriately oppressive discovery, such that the court ordered  Deutsche Bank to pay RPI's legal fees in relation to a reopened Fed. R. Civ. P. 30(b)(6) deposition.   18.  Deutsche Bank's improper use of the Covered Trusts' funds reduces the amount of money that the  certificateholders are entitled to receive as part of their beneficial ownership of the certificates.  Certificateholders have a beneficial interest in the interest and principal payments derived from the  mortgage loans that serve as the corpus for each Covered Trust.  However, before the  certificateholders receive their monthly remittances, the trustee (and certain other deal parties) to the  Governing Agreements may withdraw funds from the Covered Trusts' assets to pay for their costs  administering the trust or servicing the loans.  While the certificateholders are not a party to the Governing Agreements, the   19.  Governing Agreements require Deutsche Bank to administer the Covered Trust for the sole benefit  of the certificateholders. See, e.g., FFML 2006-FF9 PSA §2.01(a). Thus, as the only intended  beneficiaries of the Covered Trusts, they are directly damaged whenever assets or funds are wrongly  siphoned from the Covered Trusts' assets. Accordingly, it is the certificateholders themselves that  are funding the defense of their adversary, Deutsche Bank, the party that wronged them, in the  Litigation.  The Governing Agreements   21.  34.  current and former investors who held RMBS certificates in the Covered Trusts during the time  when Deutsche Bank improperly paid for its legal fees and costs in the Litigation from the Covered  Trusts' assets and were damaged as a result (the "class"). Excluded from the class are Deutsche  Bank, the loan originators, the Warrantors, the Master Servicers and the Servicers of the Covered  Trusts, and their officers and directors, their legal representatives, successors or assigns, and any  entity in which they have or had a controlling interest.  The members of the class are so numerous that joinder of all members is   35.  impracticable. While the exact number of class members is unknown to plaintiff at this time and can  only be ascertained though appropriate discovery, plaintiff believes that there are at least hundreds of  members of the proposed class. Record owners and other members of the class may be identified  from records maintained by Deutsche Bank, Depository Trust Company or others and may be  notified of the pendency of this action by mail, using the form of notice similar to that customarily  used in securities class actions.  Plaintiffs claims are typical of the claims of the members of the class, as they all   37.  Plaintiff will fairly and adequately protect the interests of the members of the class  and has retained counsel competent and experienced in class action and RMBS litigation.   38.  Deutsche Bank has acted in a manner that applies generally to the class because each  class member is impacted through any improper charge to the Covered Trusts' assets. Accordingly,  declaratory or injunctive relief will apply to the class as a whole.  Common questions of law and fact exist as to all members of the class and   40.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all class members is impracticable. There will be no  difficulty in the management of this action as a class action.  41.  Plaintiff repeats and realleges each and every allegation set forth in the preceding  paragraphs as if fully set forth herein.   43.  As alleged herein, Deutsche Bank took actions not permitted by the Governing  Agreements and therefore breached the Governing Agreements. Deutsche Bank's contractual  breaches deprived plaintiff, the class and the Covered Trusts of the consideration they bargained for,  i.e., they did not obtain RMBS certificates with a trustee that complied with its obligations under the  Governing Agreements and could be relied on to properly bill its legal expenses. These breaches of  the Governing Agreements by Deutsche Bank caused plaintiff, the class and the Covered Trusts to  suffer damages caused by the improperly billed legal expenses.   44.  Plaintiff and the class did not receive the benefit of their bargain under the Governing  Agreements when Deutsche Bank took actions that resulted in the payment of legal fees and costs  from the Covered Trusts incurred in defending against allegations of bad faith and willful or  negligent misconduct.   45.  Furthermore, plaintiff and the class did not receive the benefit of their bargain under  the Governing Agreements when Deutsche Bank took actions that resulted in it receiving an  advancement of legal fees and costs from the Covered Trusts incurred in relation to the Litigation.   46.  Finally, plaintiff and the class did not receive the benefit of their bargain under the  Governing Agreements when Deutsche Bank billed unreasonable legal fees and costs to the Covered  Trusts.   48.  In addition, Deutsche Bank has engaged in multiple, new and additional breaches of  the Governing Agreements by continuing to take further actions as alleged herein, in both the  Litigation and this action, and will cause plaintiff, the class and the Covered Trusts to suffer  additional damages.  49.  Plaintiff repeats and realleges each and every allegation set forth in the preceding  paragraphs as if fully set forth herein.   50.  Deutsche Bank has received a specific benefit from its use of the Covered Trust funds  for legal fees and costs at the expense of plaintiff and the class.   51.  As trustee, Deutsche Bank had a fiduciary relationship to plaintiff, the class and the  Covered Trusts, and Deutsche Bank was aware of that relationship.   52.  In light of the egregious use of Covered Trust funds to finance the defense of the  Litigation, restitution is necessary because equity and good conscience cannot permit Deutsche Bank  to retain the legal fees and costs.  53.  Plaintiff repeats and realleges each and every allegation set forth in the preceding  paragraphs as if fully set forth herein.   55.  By using Covered Trust funds for unlawful and unreasonable legal fees and costs,  Deutsche Bank has wrongfully converted Covered Trust funds belonging to plaintiff and the class.   56.  As a direct and proximate result of Deutsche Bank's wrongful taking and interference  of Trust Funds, plaintiff and the class have sustained damages and losses equal to the specific and  identifiable amount of legal fees and costs misappropriated by Deutsche Bank.   57.  At no point did plaintiff or class members consent to Deutsche Bank's use of Covered  Trust funds for defending itself in the Litigation.  Deutsche Bank's conduct was gross, willful and wanton, and at the least was   58.  undertaken with reckless disregard of plaintiff's rights, and therefore warrants the imposition of  punitive damages.  59.  Plaintiff repeats and realleges each and every allegation set forth in the preceding  paragraphs as if fully set forth herein.   60.  Under the common law, Deutsche Bank had a duty to plaintiff and the class to only  seek indemnification of permitted legal fees and costs incurred for the benefit of the Covered Trusts.  As a result of Deutsche Bank's actions in relation to allegations in the Litigation,   61.  Deutsche Bank is not entitled to indemnity.   63.  In addition, Deutsche Bank breached its duty of trust owed to plaintiff and the class  by seeking unreasonable legal fees and expenses from the Covered Trusts assets.   64.  Furthermore, Deutsche Bank has continued bill the Covered Trusts as alleged above  and thus has continued to fail to fulfill its duty of trust, and has thereby engaged in numerous,  continuing additional breaches of its duty of trust to the present time, in both the Litigation and this  action.   65.  As a result of Deutsche Bank's breach of its duty of trust, unpermitted legal fees and  costs were billed to and paid from the Covered Trusts assets, causing the plaintiff and class damages.  Deutsche Bank's conduct was gross, willful and wanton, and at the least was   66.  undertaken with reckless disregard of plaintiff's rights, and therefore warrants the imposition of  punitive damages.  67.  Plaintiff repeats and realleges each and every allegation set forth in the preceding  paragraphs as if fully set forth herein.  As an RMBS trustee, Deutsche Bank had, and continues to have, a fiduciary   68.  relationship with and duty to certificateholders regarding the assets of the Covered Trusts in which  certificateholders have a beneficial interest.   69.  The funds held in the Covered Trusts are entrusted to Deutsche Bank's administration  and oversight.   70.  Deutsche Bank's fiduciary duty and control of entrusted funds impose a burden of  accounting.   72.  Deutsche Bank has declined to provide such an accounting upon plaintiff's request.  73.  Plaintiff repeats and realleges each and every allegation set forth in the preceding  paragraphs as if fully set forth herein.   74.  A valid and justiciable controversy exists between plaintiff and Deutsche Bank  regarding Deutsche Bank's right to indemnification from the Covered Trusts for legal fees and costs  Deutsche Bank incurred in defending the Litigation. Plaintiff contends, and Deutsche Bank denies,  that Deutsche Bank is not entitled to indemnification from the Covered Trusts for any loss, liability  or expense associated with the Litigation because the Governing Agreements and New York law  prohibit:  (a)  indemnification of first-party claims or those between indemnitor and  indemnitee;  (b)  the use of Covered Trust funds for legal fees and costs incurred in defending  against allegations of negligence, bad faith and willful misconduct;  (c)  using the Covered Trust funds for the unreasonable legal fees and costs  incurred in defending itself in the Litigation; and  (d)  obtaining advancement of Deutsche Bank's legal fees and costs from the  Covered Trusts incurred in relation to the Litigation.   9.  that case, RPI alleges that Deutsche Bank failed to fulfill its duties as trustee of the Covered Trusts  and thereby damaged RPI and the class of RMBS certificateholders. The operative complaint in the  Litigation (the "Complaint") is found at Dkt. No. 1 of the Litigation and incorporated by reference  herein.   Breach of Contract   Breach of Trust   Conversion   DECLARATORY AND INJUNCTIVE  RELIEF  Plaintiff,  vs.  Declaratory Judgment Regarding Deutsche Bank's Right  to Indemnification for Legal Fees and Costs Incurred in  Defending the Litigation from the Covered Trusts   Equitable Accounting   Plaintiff brings this action as a class action on behalf of a class consisting of all   RPI is the plaintiff in the Litigation currently proceeding against Deutsche Bank. In   Unjust Enrichment  