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IN RE LEHMAN BROS. HOLDINGS INC.

Case No. 08-13555 (SCC) Adversary Proceeding No. 10-03547 (SCC).

544 B.R. 16 (2015)

IN RE: LEHMAN BROTHERS HOLDINGS INC., et al., Debtors. Lehman Brothers Special Financing Inc., Plaintiff, v. Bank of America National Association, et al., Defendants.

United States Bankruptcy Court, S.D. New York.

Signed December 28, 2015.

Attorney(s) appearing for the Case

APPEARANCES: WOLLMUTH MAHER & DEUTSCH LLP, 500 Fifth Avenue, New York, NY 10110 By: Paul R. DeFilippo, Esq. , William F. Dahill, Esq. , Joanna Schorr, Esq. , Attorneys for Lehman Brothers Special Financing Inc.

CLEARY GOTTLIEB STEEN & HAMILTON LLP, One Liberty Plaza, New York, NY 10006 By: Matthew Gurgel, Esq. , Lewis J. Liman, Esq. , Attorneys for ANZ Nominees Limited

MEMORANDUM DECISION

TABLE OF CONTENTS

BACKGROUND ... 21

A. The Terms of the Federation Notes and the Portfolio Swap ... 22

1. Economic Terms ... 22 2. Unwinding the Federation Notes Upon Early Termination of the Portfolio Swap... 24

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