The 2012 Notes Claims Are Barred by the Statute of Repose Section 13 contains a statute of repose providing that “[i]n no event” shall any action under Section 11 be brought “more than three years after the security was bona fide offered to the public.” 15 U.S.C. § 77m (emphasis added); see also P. Stolz Family P’ship LP v. Daum, -46- 204 F. Supp. 2d 693, 694 (S.D.N.Y. 2002) (Rakoff, J.), aff’d, 355 F.3d 92 (2d Cir. 2004). “[A] statute of repose is a judgment that defendants should ‘be free from liability after the legislatively determined period of time, beyond which the liability will no longer exist and will not be tolled for any reason.

8 Thus, it is not enough for Defendants to demonstrate that the GSEs were on “inquiry notice” of potential problems with the loans backing the Securitizations; rather, they must show that, as of September 7, 2007, the GSEs “or a reasonably diligent plaintiff in their position, could have ‘discovered’ [Defendants’ misrepresentations] with sufficient particularity to plead a [viable] Securities Act claim.” UBS I, 858 F. Supp. 2d at 320 (quoting 15 U.S.C. § 77m). The actual plaintiff or “[a] reasonably diligent plaintiff has not ‘discovered’ one of the facts constituting a securities [ ] violation” under this standard “until he can plead that fact with sufficient detail and particularity to survive a 12(b)(6) motion to dismiss.”

Defendants also ignore this Court’s observation that Section 13 of the Securities Act, the very source of the repose period Defendants seek to impose here, “itself is entitled ‘Limitations on Actions,’ and nowhere uses the term ‘repose.’” FHFA, 2012 WL 1570856, at *4 (quoting 15 U.S.C. § 77m). These authorities directly contradict the central premise of Defendants’ argument—that the term “statute of limitations” is too narrow to encompass periods of repose—and amply support this Court’s ruling that the HERA claims period governs this action.

Okla. Stat. tit. 12, § 95(A)(3).1 Discovery of the alleged misstatement "or after such discovery should have been made by the exercise of reasonable diligence." 15 U.S.C. § 77m. Discovery of the alleged fraud or, when in the exercise of reasonable diligence, it could have been discovered.

Moreover, each of the relevant statutes is governed by a specific statute of limitations. See 15 U.S.C. § 77m; Cal. Corp. Code § 25506(b); 815 Ill. Comp.

Offering Are Time-Barred Like the June 28 Offering, claims based on Offering No. 36 (the May 25, 2007 offering with CUSIP 1730T0CR8) ("May 25 Offering") should be dismissed because they are time-barred under the Securities Act's one-year limitations period. See 15 U.S.C. § 77m. As discussed above, Plaintiffs were on notice of claims relating to the May 25 Offering as early as November 4, 2008.

Case 1:09-cv-02137-LTS-SN Document 265 Filed 11/14/13 Page 46 of 54 39 years after the security was bona fide offered to the public, or[,] under [Section 12(a)(2),] more than three years after the sale.” 15 U.S.C. § 77m. New plaintiffs joined this action when the SAC was filed on September 10, 2010, indisputably more than three years after each new plaintiff purchased its respective certificates.

Here, it is beyond dispute that nothing in Section 12 of HERA "expressly contradicts" or otherwise references the statute of repose contained in Section 13 of the Securities Act, which explicitly provides that "[i]n no event shall any such action be brought to enforce a liability created under [Section 11 or Section 12(a)(1)] more than three years after the security was bona fide offered to the public, or under [Section 12(a)(2)] of this title more than three years after the sale." 15 U.S.C. § 77m (emphasis added). Given that Section 12 of HERA __________________________ Exxon Mobil Corp. Sec.

22 Section 13 obliges a plaintiff to sue within one year after the discovery of the untrue statement. 15 U.S.C. § 77m (emphasis added). A plaintiff clearly can discover the untruth of a statement in an offering document prior to purchasing shares.

at *11 (Section 1658(b) “does not make the linguistic distinction” between actual and constructive discovery found in 15 U.S.C. § 77m). Under 15 U.S.C. § 77m, li itations begin to run upon actual or constructive discovery of the “untruth or omission” underlying the claim, and 5th Circuit cases interpreting this provision remain good law. Case 4:08-cv-01810 Document 229 Filed in TXSD on 06/04/10 Page 9 of 15 7 712739 Here, Preferreds claim the Registration Statement was misleading because it did not disclose alleged (i) deficient accounting practices and internal controls; (ii) inadequate accounting for and/or reserving for loan losses; (iii) deficient delinquent loan acounting, REO accounting, loan modification accounting, investment securities accounting, and BOLI accounting; (iv) concerns in “nonpublic FDIC reports” regarding the Bank’s ALLL methodology and the failure to implement FDIC examiner recommendations regarding liquidity policies;21 (v) direct or indirect engagement in risky, poorly documented, and/or exotic low quality and subprime lending; and (vi) as a result of the foregin , material overstatement of the B