every other municipal revenue bond they took a security interest in a stream of future revenues namely highway tolls and excise taxes literally trillions of dollars work this way across the nation the arrangement benefits governments because it means lower interest rates it benefits bond holders who are given recourse to a dedicated payment stream instead of exposure to a government's credit risk the deal was reflected in bond resolutions as well as puerto rico statutes but the decision below toppled all that and for three reasons the bond holders have a property interest here and the board has to run the table on all three and when each st class you know could you just briefly address what the parallel proceeding is that provides sufficient relief absolutely your honor so three hundred and sixty two d just doesn't simply permit it doesn't permit a furring the statute is mandatory it says the court shall grant relief from the stay if conditions are met and that mandatory nature reflects congress's careful balancing justice ginsburg's unanimous opinion for the court in ritson is i think a good example of this and indeed i think judge thompson has even recognized in your own separate statement that where you joined judge last year in which you were said three hundred and sixty two d is not a paper tiger and affords a bankruptcy or title three court no discretion to decline a request for sta relief when the circumstances are met and just thompson we think for three different reasons our brief experienced play explains contractually in beneficial ownership and statutory lien those conditions are met and i think the most important point here is all we have to do could you answer the question i'm still trying if you get from a practical point of view sure the up parallel proceedings where you just think granted discovery it's well underway and it will be a very different thing in title three after oh the discovery that has been granted is about counter claims which have been stated and you know there's not even an answer or counter claim that's actually been filed in those proceedings below it's in a very different factual posture and even if the judge below granted everything in the title three context this court's decision on box says that title says that section three o five burris any sort of  declaratory relief so even if we got everything there we wanted there could still be they can still spend down our collateral in the whole point of three hundred and sixty two dollars d and this is how it started my answer to you it's all about time just chimes in there's almost always an adversary proceeding or something else in a three hundred and sixty two d and you can always make the argument you should defer to that ongoing proceeding the problem is and this is what your opinion with the joint where you joined title three case was about in two thousand and seventeen and you know the idea that we're going to wait longer and longer i think lies very much in contravention of judge judge justice ginsburg's opinion and rickson and indeed all of the language that this court both you know on both kind of you know the differing opinions from judge lynch and you will in the case last year three hundred and sixty two d doesn't permit you to do that they're asking the wrong question and i understand they're afraid to reach through merits because you know they have to defer and a decision below which said that it is all in the us the statutes and the text of the bond resolution and all we have to convince you of this nope there's with permit your clients to do precisely what i think three hundred and sixty two dollars d envisions which is allow us to propose to file a separate action here likely it would be under the terms of the statutes in federal district court and we would seek exactly the kind of injunctive in declaratory relief to prevent them from spending down our collateral as our brief explains the puerto rican government has said they think that these revenues both the total revenues as well as the excise taxes secured by these future revenues so don't worry about the bondholders claims and now they're coming to you and saying the reverse and that's i think per se colorable our claims i mean our claims are not different from the ones the board themselves made diminution in capital and you know the perhaps commingling of funds and other things like that would it would that wouldn't hear and the district court took the view that nope there's no real security here whatsoever that you know the government was supposed to deposit the monies into these into this account and if they don't the zero security and that makes no sense i mean that means that the basically these three billion dollars in loans were backed by precious nothing just an interest unilaterally extinguished and i would lend three thousand dollars to someone that way let alone three billion dollars and if you if the deal were really said what the district court thinks it did you'd expect it to say so clearly as their brief explains and the sip a brief i think you know is very good on this they are the nation's experts on these financial instruments that you know that the industry custom is that there is a revenue stream and that that creates the security and we think that that is reflected both in the text of the bond resolutions that's our st argument about section four a one as well as in the kind of principles of equity in trust that's our nd argument that there's a trust relationship that develops that the commonwealth is merely holding these as trustee as in the beneficial owners are the bond holders and then rd there is a statutory lien under the terms of the resolution and then stresses we're well all along the adversary proceedings and the notion that you go start from scratch in another court whether it's federal court or state court and have some duplications and delay there is not going to bring about any faster a resolution court just as a practical matter that does seem to make some sense jurors lynch we think they're both factual and legal problems with that practical i understand yours but i do understand your legal argument about the word shall and that in some ways the typing is up to people standing in your shoes says to when they press these motion could you explain a little further why that notion is nonsensical here sure so i mean it's not just the legal point it's the practical point that the proceedings below aren't in any advanced stage of proceedings i mean no you answer is even been filed the counter claims which this discovery would arise have been stayed and so in because remember our point to y here in thirty six you do says is her color books claim we think on the face of the statutes and for the congress solutions that's all you need discovery is just gravy that's just another ordered discovery as a result so that our point to you is of course with three billion dollars in loans we're going to seek discovery but this case is fully briefed it's ready for you to decide and all you have to decide is trauma practical one if you're trying to figure out how this advances your particular cause because if i had cholera law and lift it you're talking about instituting a new proceeding as opposed to continuing proceed with your claims in the district court or in the commonwealth court and you were able to proceed to a judgment of some kind what i mean surely that judgment is subject to  proceedings in the bankruptcy in the title three court is it not i mean that's that would even if you went to all of that trouble that would not be the end of the story you still have to deal with the proceedings of the t isn't that true well i think the court that we file in would have to resolve whether or not we had a property interest and that would be something that we do just spewed it maybe with some of the parties before you it could be our eight parties and the like but the crucial thing  exist and whether they can and judge lynch's colloquy with judge judge before was all about this about the need for time in bankruptcy disputes and right now every day that passes is a day that they are spending or collateral and potentially co mingling it and the adversary proceeding can't stop that that is your court's decision in him back about section three of fun so the only way that we can prevent a clear and sixty two d and what we're doing just well church play necessarily have to decide if you have a property interest well that's your point is that the she has such a limited ability to decide in the adversary proceeding then what  way to get a true resolution of this is to allow the three hundred and sixty two d process to unfold i'm sorry i don't think you absent the question you have said no and ju state under her opinion so i don't know that she would necessarily decided but she has decided these three things against us already your honor in our point is these are fully briefed ready for you to decide now and we're following the procedure that you told us to do in am back ok thank you good morning your honors michael murtha's proskauer rose for the financial oversight and border puerto rico as your honour's are aware there are certainly issues that overlap between this appeal and the appeal that's next adequate protection what's happening right now in the district court there is no factual yes answers have been filed but summary judgment motions on exactly the same sleighing has now granted eight hundred and fifty two thousand motion to allow for discovery and so the record that she's going to decide their property interest issue on will be much more robust than the record that th but the notion that this is about time does not make any sense if anything judge swain has shown that she is committed to moving proceedings in her court as quickly as possible what will happen if the stay is lifted is this is this is that the appellant's will be permitted to go to another court commonwealth court district of puerto rico we have no idea what the pa the stain needs to be terminated that's not that's not what's required under under three hundred and sixty dollars t i believe it is if the title three court determines t talked about how revenue bonds have lower interest rates and others whether that is so with respect to other revenue there is minutes remaining thank you there's not a stitch of evidence and the record before the court that is evidence that if it exists can be developed in the title three court in the atmospheric proceedings but it's not it's not before your arms now let's assume for the sake of argument that there is a norm when it comes to what people call graph and you don't but of course there is a basic point which is that industry custom and practice doesn't dictate that doesn't control or isn't even relevant when the terms of the bond documents an issue are clear they have to be enforced as written then not the fact that they're different than the norm doesn't mean that they're wrong with that the court should be right them but and i say this particularly with respect to the excise taxes that are at issue there are some fundamental differences between the situation and every other situation and every other case that was cited by the appellants to this court that fully explain why the bond documents are drafted why they're drafted and why the title three court was before this court says one thing that's very clear that the monies that are appropriated by the commonwealth under these excise tax statutes are available resources that can but it is it is the facts that we have here and just to digress for a moment is completely inconsistent with the notion that there's a trust here if the money can be these kinds of compelling arguments on both sides in the resolution you see why doesn't almost by definition suggest there is at least a comparable claim here so so things here you characterize the district court ruling that there was no colorable claim as a preliminary rule and now if i were your opponent  would be very worried about the fact that she has said gosh your claims of property interest are not colorable i'm going to go ahead and decide the issue of property interest after i get a bit more discovery and under those circumstances it's hardly irrational  that the title three court may not have known about that may lead to a different result we don't know what we think and obviously that's why we move for summary judgment that we're right and we should win as a matter of law we think that we will win as a matter of law after all the discovery is time but i don't think that there's a there's a real concern or concern that warrants this court delving into the typical criminal injunction proceeding there is a decision and then to whether or not the party settled is eventually a vote plenary trial on the merits sometimes the court comes out the same way sometimes the court doesn't is the difference between having i believe it is there a a factual dispute or basis for an actual inquiry as to how the commonwealth is using these revenue streams th this is in front of the title three court right now as to whether the commonwealth through the board's fiscal plan thank you mr marcus at this time you can mute your audio and video attorney mckean you have a three minute argument allotment please introduce yourself on the record here good trust it does so expressly mr katyal remarked that if the bonds were backed by nothing you expect something to say so but the truth is that if the statutes here were intended to create a trust you'd expect clear that section one have expressly transfer a property interest in the h g a allocable revenues to h g a it would have also created a tru in favor of the bondholders if it had ever become effective which everyone agrees never happened that section provided that on the relevant effective date certain revenues quote shall belong to each t n a for the benefit of the holders of the bond and it went on to say that to the extent any other commonwealth entity held those revenues before the bonds were repaid but that entity quote shall hold such revenues in trust for the benefit of h t a but the model lines don't dispute that the effective date never occurred and that provision never became effective they say the provision is not instructive because it was enacted later than some other provisions of the statute but there would have been no reason for that provision to exist at all if the statutes directing transfer of the h g a revenues to h c a for its corporate purposes give them on aligns the rights that they now claim the definition of the effective date and the statute makes clear that the commonwealth legislature didn't intend to transfer ownership of the h g a revenues to the bond holders unless and until three other conditions were met and they conceded we were not met here the language of the section underscores that when the commonwealth intends to transfer ownership it does so explicitly when it intends to create a trust it does so explicitly it says if the preconditions are met revenues belong to each day for the benefit of the bondholders it doesn't say shall be covered into a special deposit for each ga for its corporate offices and it certainly doesn't say there is going to be a trust even if these conditions are there  similar unequivocal language and the provisions that transfer ownership of sales and use tax revenues and the post co feet and the post restructuring cofee know a statute that was quoted in the board's d preview and that that language is the gold standard while statutory language doesn't have to be in that unequivocal to accomplish the task here of the statutes allocating revenue to h g a don't have language that looks anything remotely like this they say things like the there are three parties involved here bondholders h g a and the commonwealth and the reason i am raising this is because it goes to the practical question through the three of you raised let's assume you were to lift the stay as  as the appellant's would want you to do think about something that has been completely glossed over by the appellants here which is the fact that you have h t in the commonwealth h g a clearly made promises to the bom olders the commonwealth make promises to h g a but what is the nature of those promises and are they are they the how it's going to sue in the name of h g against the commonwealth it there's a whole procedural morass there of letting that litigation go forward outside of the title three court that you know i think it's important to understand that that that the three party relationship that's not an accident the commonwealth did not want to be the issuer of these bonds because the commonwealth had a limit on what they could issue in terms of ponds and it's very you know a secured credit or if they want to be secured or get a century lien it's very simple to get it yet that year because of that tension where the commonwealth saying ok i'll promise that i'll send money over to each da i'm not making a promise to you bondholders and i'm not giving you a lien on my assets so that's that's fundamental and if your honor this is really a quote whether presently held or hereafter require and were ever located i gather you're making the point that if the bondholders  or hereafter mr tyson unless you need to keep growing you're getting into the we said after your initial argument why don't get in the five minute ripple this is the show again and i three points st my friends have an extraordinary burden as judge lopez just pointed out to rule for us all you have to decide is that we have a color bill claim that's manifest on the text of the is that the statutes operative tax might have some ambiguity that comes nowhere close to defending what he must the title three nd clue ssion that the statutes and resolutions are on him big us on all three theories if there's doubt it's colorable and we win they can't defend that yet they want you to defer to it which is final and conclusive jumps wayne has decided that she has rejected all three of her theories and it's not like a preliminary injunction she's decided these now there might be a th theory on which we'd win based on discovery that's not at all is my friend from the board cold it exactly the same issue that's about extreme sick evidence in understanding's it's kind of like the difference between twelve p six and summary judgment we're more than four years into the title three proceedings she's rejected the three main theories now judge the pen as you asked about the shall language my friend in answered all he just said that doesn't require the state be terminated that's wrong the language of three hundred and sixty two court shall grant relief from the stay so practically if you will for us in lifted this day we could then file for an immediate hero and seek expedited proceedings and be ultimately found for us on the law this is a judge shop being it's about seeking a forum that is capable of giving relief and judge lynch it's clearly an abuse of discretion this court's decision and grossly across ia said it's an that's what congress and three hundred and sixty two d is all about that's the st point or nd quick point is that ours is a more measured approach the board is claiming the power to use these funds now potentially dissipating them making hard to trace and the like while the title three process is ongoing and as this court emphasized in grella three hundred and sixty two is all about time and moving quickly to protect colorable claims to a property interest and then finally on the merits their argument amounts to nothing more than trying to win a technicality it's got change they're asking the court to perform verbal gymnastics in reading the statutes and resolutions to avoid the standard market expectation for bonds like this the system a brief judge lynch's opinion last year about this is all very clear that the standard way of doing these contracts is exactly what this is and they are asking you to believe that the bond holders lent billions of dollars with no security interest whatsoever even  lip payday lenders recognize when there's no security interest rates have to go through the roof nothing like that happened here instead everything suggest this was like a standard revenue bond the  other revenue bond holder and the bond holders bought these bonds knowing that the statutes provided them an additional interest in the excise taxes so when you look at it don't you agree if what resolution pledge revenues were not contingent of what h t h or the clone will happen to deposit into the sinking fund well that would be gravy we certainly don't need it your honor and i think most many bond resolutions don't but here of course you know you can start with the preamble which does have language which looks very similar to the language you're reading and the whole way of reading you know sections for a one in six to one arse is the only theory that says that you know that there was actually a lien that was attached from the moment it started and then that lien continues and for one when the funds are given to the fiscal agent they work together by contrast they've never been able to explain what would go to work sick so mad if you if you'd expect that if this bond looked different than every other bond with the possible exception of that one case las vegas revel in it would say so clearly industry custom and practice say the reverse it is certainly thank you council that concludes the arguments in this case attorney attorneys who are staying for the following arguments remain in the meeting attorneys who have completed their argument they should leave the meeting