and the previous argument with concerning the timing and some of the efficiency issues and i want to layer and an additional concern that we have that we put in our brief about timing and it's not that w necessarily arguing that proceeding and it different court would be more efficient or faster frankly what we're suggesting is that the issues are presently before the court and this score because the district the total treatment no discretion whether or not to lift the stay if we have demonstrated a lack of equity and that the property by isn't it necessary for an effective  this court should apply to merits and that's important because what we fear is happening and frankly what what over say or it's filing late last night demonstrated in connection with that the church swain issue is that what they're playing is for delay here actually not faster resolution in the sense that by taking it down a kit by convincing this court not to address the property and lien issues and instead defer to the summary judgment determination of the less they're going to run out the clock on our ability to ever have this court consider whether we have even a colorable claim to supplemental briefing on the summary judgments to be concluded in june with a hearing there after hour and a confirmation hearing by the titles corps in the summer of two thousand and twenty one this summer certainly case law that supports a position and that no matter how diligent you are if you don't stay the effectiveness once once you have substantive consummation o it and you know i want to start with you know something that i struggled with in trying to understand the title three court's decision but it is the fact that the entire decision the scope of the clades despite the fact that unlike in the h t h resolution section four a one of the christian trust agreement doesn't even discuss the pledge to the bonds travesty at all the court about the scope of the being here turns on the definition of what pledge drive is and sorry i just want to start there place revenues are defined is certain the definition of special tax revenues as the offer gives the blind trust security which is the stated purpose of the pledge in the enabling act of thought if the deal were only on the trucks to account made a money the perfect happened to choose to deposit for payment in that and the budget resolution which is actually part of the contract reinforces this construction by specifically authorizing the president director to take all necessary actions to implement temper fact the plague of the almost like the ten commandments of the new world court or monies shall be held in trust for a shall maintain purpose shall not flag for a shallow withdraw and each directive whether affirmative or negative is pressed active these if this time if you could move your audio and video and attorney bienenstock if you could unmeet you and introduce yourself on the record you have a ten minute argument thank you may please the court my name is martin being stuck of cross go rosehill he were tourney's for the oversight board today as it as the title three representative of the commonwealth while i have several points i hoped code does not provide that if the moving party proves certain things the state must be lifted what it provides is relief can be granted as quote such as by terminating a knolling modifying or conditioning the stated and what has happened here in substance is that judge swain determined that shin stays in the process of resolving the adversary proceeding which st and foremost determines whether appellants here have any type of security interest or property interest in title to adequate protection et that that will go forward they have everything they want other than a different judge they want to start in a different court and as for the filing last night  ms miller referred to that filing by ms miller's clients wise to extend discovery so that there could be no answer in the adversarial proceeding for double the time that the oversight board requested double the time they're the ones who are asking for a delay the discovery that judge wang granted was at their request that's asking for a delay and the notion that judge swain's current adversarial proceeding is in its infancy is a complete misstatement their summary judgment papers already fully briefed already ready for argument the only reason why there hasn't been argument is that they asked for fi hundred percent totally false let me tell you what the adversary proceeding is appellants here file their proof of claim as they have to because there's a time for if you don't file your claim you don't get to participate they filed every type of claim one can imagine security claims unsecured claims trust claims constitutional claims statutorily in claims you name it they filed it then in this state proceeding they said well look at the grill a decision judge swain cannot within the context of state litigation make final rulings on their property interests so we the oversight board said ok while we don't think the st circuit probably had this type of state proceeding in mind where there's been a year of discovery and briefing but nevertheless it says what it says to provide jokes wayne the right vehicle we will file a complaint starting an adversary proceeding where the the complaint is really an answer what the complaint does is it responds it objects to each and every claim that appellant put in their proofs of claim so judge judge why and by definition will be resolving every type of conceivable property interest unsecured claim secured claim constitutional claim that they have locked and the notion that they haven't yet filed their county claims well they'll probably timecard because they have to file all their claims already and we've now objected to there's claims so there will be total resolution of all their claims and if they don't if there is a claim it's not time barred i'm sure judge when what let them file will they left out must take into account the legislative history of the bankruptcy code which says that at a preliminary hearing the court should treat it as a request for a temporary restraining order so a reasonable likelihood of appreciate that they wrote good briefs hopefully we wrote good briefs you can on a big picture say well i'm not sure how this comes out i'm going to submit how we think it's really easy how this must come out and one of the trust agreement provides prefer a quote shall not pledge or create any liens upon any monies in the puerto rico infrastructure fund end of quote the money here goes from the united states government to the commonwealth and section one thousand and fourteen dollars of the enabling act says the commonwealth shall promptly transfer it to the infrastructure fund that's  the trust agreement creates the infrastructure fund and then prep a can take from its infrastructure fund and put it in the sinking fund in order for appellants to prevail this court has to decide that section dollars does not mean what it says that they can have a lien on the monies before profit takes it out of the infrastructure fund and places it in the sinking fund now they realize they have no case so what they're asking your says they say oh it it's it's only referring to a new bond issue tomorrow you can't do that and well there's no basis in the record for that so then i say well look at section five  that says that creditors can have no liens on money in the sinking fund clearly that must be future looking because those leans to the liens that they're counting on totally completely false the reason it's fal if no creditors can get liens and nd the all of of section all that trust agreement has a whole section on how creditors are not allowed to sue a most they can only instruct the trustee as to what it should do in a lawsuit so five a one doesn't bail them out of the clear language and for a one and as justice the late justice  language that language is nothing like the language the simple i don't know if you're saying in the st case we should not issue and the merits based ruling we should simply say it's before the title three but it sounds to me like in this case you are pressing to get a merits ruling as to whether or means they i was also struck by your colleagues comments that we should think of this as being a little bit like a preliminary injunction it does not for closed and they end what the district court in a permanent injunction might decide especially when there are more  suppose they will say i got the problem of the law of the case she's now said they're not color a ball and she's not going to rethink that so it's a bit unclear to me what you because our priorities and what we think the court can do is a legal matter well they dove tail but they're slightly different but here's the answer to your honor's question we think is a matter of law and as our priority the court should simply determine that judge swain did not abuse her discretion because of what she wrote allowing movements to start over another forum want to handle the merits because we're confident we're right for the reason i mention but our legal point was you don't have to get there because the discretion was so clearly correct o do you say at response to there although you may have covered this in your opening that the shall argument means that there really isn't any discretion and that this statute more or less leaves the timing of this to the filing motion and once it's filed the district court shall determine the issue phrase are you relying on modifying or conditioning what i'm saying is what the judge is saying is i am she's effectively modify the state to say you are proofs a claim of secur unsecured whatever or are now being prosecuted in the adversarial proceeding since it's already in the title three court maybe they didn't need stay or leave but in any event she's saying i'm letting you go forward to prosecute your secure unsecured claims and that's your relief and i'd also like to correct that if they have a property interest that doesn't mean they get relief that means the court then looks to see whether we've offered adequate protection and a own pleading at paragraph ninety two it says we've stacked up two hundred and ninety two million dollars we've stacked up two billion nine hundred million dollars well that's many times the debt service that professor and l together so there's really no risk here they're there more than adequately protected if it ever comes to that but if i don't have a property interest then they're not entitled to adequate protection council you're not in the service understood you're not saying that because what i'm saying your honor is well when you file a proof of claim none of us believe you need stay relief to have a prosecuted and frankly this is our objection to their claim so if there was a stay involved we've waived it by objecting to their claim but what i'm saying is she has effectively said i'm doing everything you want to do i'm proceeding to let you prosecute your proof of claim and prove you have one of these various property interests and that's the stay relief i'm giving you it you may not have technically needed stay relieved because it was in the title three court to begin with but i am doing what you're asking what you want to do wish to that's a that's a reading that i'm just not familiar with well there that there's no rule that says that the modification or conditioning of the state has to mean involvement of another fo arguments just made by mr bean stalk that if the court reaches the merits it's clear that the commonwealth did not transfer an ownership interest or create a trust with respect to their own taxes that's important because the resolutions mr miller discussed don't defin the bondholders right cities of the commonwealth only the statutes and those statutes don't create a trust it's not enough to use words like special deposit or for the benefit of to create a trust when the commonwealth creates a trust it uses explicit language when it created the puerto rico children's trust and said quote a public trust fund is here by created and went on to say g d b shall maintain said fund as  and similarly when the commonwealth created the special communities perpetual trust it created that by statute as quote an irrevocable and permanent public trust and a statute goes on to provide trust funds shall be deposited and kept in g d b separately and independent from the other funds in the custody of the bank while statutory language might not have to be that unequivocal section nineteen a specifies that the infrastructure development fund is a special and revocable and permanent public trust fund that's very different to me language regarding the infrastructure fund similarly so despite their arguments about the infrastructure fund being held in trust the fact is that the language simply doesn't get the model lines where were they wish they were and with respect to the point that's come up today about market expectations the reality is that if the commonwealth had transferred ownership of placed in trust the st one hundred and seventy million dollars of its annual run tax receipts one would expect that the offering statements would have emphasized this as a selling point for bonds but they didn't under the heading security for the bonds which is in the joint appendix of page two hundred and fifty dollars the offering statements make clear that the only security for the bonds are the monies deposited and the sinking and so for that reason unless the court has any questions i would simply conclude by saying that profile couldn't have given more than it do certain things that you might say wisely raising is with us because the the sole or the crux of the argument of the appellant's is that they have a property interest in the infrastructure fund and that language at the end of section forty one dollars is completely because inconsistent with them having a property interest because it provides that money can be taken out of that infrastructure fund for other purposes then current arbitrage rebate requirements under the code but the but the point of that is that they are allowed to take money out of that infrastructure fund and that for other purposes not bond related and that is inconsistent with the concept that they have a property interest and a sole property interest in that interest at your front and that's your only point we want to make judges thank you thank you what the oversight or it is asking this court to do they're not asking to affirm because judge swain found that it would be more efficient even if we had a property and asked to defer the issue need to do that where we're quite familiar with the orders in the st order she did not use the notion that there were other proceedings in the nd order she did you've  made that point in the reply briefs on the other hand you didn't go on to say that the reasoning and the nd order doesn't not also apply to all of the fund set issue and the question of whether there are property interests so unless you're making a point i missed saying can we move on sure i the only point that i think isn't clear is that if prior counsel are rolling the dice here as is f o m b if you really want to reach the merits you may regret the result that you get because a ruling on our part is binding on the district court where as the district court's preliminary assessment leaves it open to rethink these matters understood although i will say that in a briefing on the limited summer and judgment about both of the party stood essentially on there are some reject on their list don't know i have been wandering not having been a bankruptcy practitioner what the longer term effect is mr b ends stock has just said this is about no no no thank you and i will say on behalf of myself and i hope my colleagues this has been extremely well argued by all parties we appreciate it thank  you agreed thank you council that concludes the arguments for today the session of the honorable united states court of appeals has now recessed until the next session of the court god save the united states of america and this honorable court