we have cases the small ring and the first is number seventeen dash nineteen fifty eight great energy future holding score and mr schuster and mr friedman amounts outstanding that could be drawn had not yet been drawn or somehow recaptured could be used again for another day correct so why isn't that game set and match eventually eventually but the amount stated the amount of outstanding about the letter to credit is really as between the letter credit issuer and those who have  exactly it's really a three way relationship the size of the letter credit subha so it is a site that requested by the borrower because it thinks it's going to request letters of credit in that total one point two five billion dollar amount so you're tying it to the size that would say the lenders the amount that a lender should be able to recover from t c each because the money was put in and there's the stated amount i mean there's that any little extrapolation here that you're trying to jump from three point nine of the credit agreement when the good credit agreement a four point one b seems they answer the big issue i don't think it does as an issue that you started with saying that while than it clear that there's a special right of the deposit also wonders in these documents the fact is it is clear that there's a special right these documents make it very clear that all of the money that they lent went into this a great account to that money is locked up section three point nine says no person can make any was the point i was making is that g c h was borrowing at the outset of the facility one point two five billion dollars and it's paying interest on that amount from day one but then that's not that's not coextensive with the amount of the writers of credit right it doesn't have to be so soon isn't that the problem because there is and there is an excess in the collateral account and the definition of the obligation is it that states the exposure noncommercial result because t c h never would have already paid interest on one point two five billion dollars if they had never used the facility i just said but that doesn't that drive home the definition does not state the exposure exposure of the issue raised by the terms of the obligation there is a hypothetical circumstance that would never arise in the normal commercial context in which that would be the case but you can interpret these documents in a noncommercial   we can speculate as to at the outset as to what should have been in there and maybe you're right in terms of what you said the outside of your body but i'm we our job is to look at the contract and the definitions of the contract appear and we're going to go on to support that the stated amount which is included in l c obligations would be undrawn elsie's it's an amount of money that could be owed by the way that doesn't make commercial sense right right so what about the other provisions in these documents that you also have to give like doing and give commercial sense but there are other provisions included obligations that and see explicitly that they're cover every other circumstance news documents where money is coming out of this account the deposit as the lenders are expressly given up and so that money if t c h takes money out of the account the deposit a few lenders have to get that money the only way to get money out of the account priority number one the first level or the second right and how do you draw from from that that they have special priority to know before as opposed for example to the document setting it up so that the the i could take a minute just to just explain that section three point one any the last sentence says with respect the deposit else you loan collateral which is a separate account we're talking about references in the agreement to require secured parties which is the group of people who control something right it's a it's a majority vote of some group shall be deemed references to require deposit elsey loan lenders until proceeds from the deposit elsey loan collateral have been applied pursuant to section four point one b to satisfaction of all parties except last which means until you've paid through that court level the controlling party for the separate account is the required deposit l c lenders what if there's no other reason it was put in there a elsey lenders the right to control his account that's a peculiar thing but it's not a killer at all it that if the deposit elsey lenders have priority that they're the ones controlling the account until that more trouble is paid out and then look how that what t account you know what it may go back to is me in effect three point one a worried primarily is maybe a back door argument to what was intended initially but you have some something specific which how do you reconcile the fact that by the time you get to the fourth level of before going to the waterfall and you're paying deposit all the obligations you've already paid all announced that could possibly be a set you have a mouse that could be drawn in the future and your store the hook me if i don't  that's just as well but there is protection like that in this document but it comes in the preamble section for what it says that you can only apply the waterfall after all contingencies have been resolved after the amounts can be determined when you only run as waterfall once and it's in that fourth lot of the waterfall but that doesn't mean that the deposit all the lenders haven't already been paid because the first two levels of the waterfall necessarily by the way that they've been constructed it's everything is the first model except for the second level it means it's no from the waterfall as well as section two point one of the into a creditor agreement which reinforces the paradise and status of parties by looking at a provision that said it's not about remedies he's not about paying priorities stated amount and stated amount very clearly protects deposit belsen issuers if appellants are correct and there is nothing left to protect into obligations for the people who are supposed to be contingency doesn't walk all deposit elsie collateral from working down the water it's only that point portion that would relate to stated to ram the stated amounts and i want to make two other points a bit about about this the first section five point two which counsel referred to actually should be interpreted as favoring our air ordering and undermines no one's argument because what that section says is if you're going to make a payment spending the second important point to make about this is that it judge him grow referred to at the beginning isn't there some watching this money was funded by certain people and they ought to get a priority to it in addition to their being a total absence of that so they can control remedies that they can't control which never happened by the way there's no allegation that acquired wenders ever made in the direction as to anything here but even if they had the money still has to get paid in accordance with the four point one  b section two point one doesn't say that you can also find a diversion from the perry passing status among secure among creditors with reference to a remedies provision that says you have to look at the extent it's supposed to mean anything and it's never been used in any way in this you know in the media age bankruptcy i think that would be the most you could ever do by definition it can't relate to payment or mean priorities so th priority for the collateral waiting for the benefit of issuers and then it's carried has to everybody else on your honor's i think it's very obvious that everybody simply with what's in the definition of deposit claim any rights to it second it's imaginary five hundred million dollars it doesn't correspond to any letters of credit at all and you think that was the kind of asset that they would have a right to because it's not necessary to dollars which is in the account that relates to the state amount so who that is that they're to protect that relates to contingent think sure obligations but outstanding they would have to be paid to somebody else sentence in the fifth sentence relates to that all payments to different kinds of deposit alcee obligations related to different issuers not to i'd like to start by responding to a couple of mr friedman's arguments where i think is actually outright language and concepts these documents that don't exist and that's the only way to make his arguments work on the first one is section three point one to eat the only rationale he gave for that section was this idea that if the money were taken out of the account before the waterfalls applied that the l c issuers might not be made whole and that they would then look to the l c lenders for reimbursement from that money that had disappeared from the account there is no provision of any of these documents that would create that liability of these lenders these lenders lent one point two five billion dollars into that account if that money is stolen disappeared evaporates they have transaction is done in the first day of this facility that money is put into that account and there's no for the liability of the lenders so that's the second is the operation of the four point one b waterfall the idea that deposit l c obligations in the fourth level would be used pay contingent obligations that hadn't yet arisen to the deposit l c issuers you could imagine a document that would provide for that but the doctor would also have to have some provision for what happens when that contingency is resolved because if the else the issuer has been overpaid what happens to that money doesn't get paid back to t c h because it was taken out of the t c h account does it go back into the waterfall where into the waterfall does it go back you need plumbing in this protections do i have well your money is going to get put into the segregated account section three point nine a six sentence says no person shall make any withdrawal from that account unless there's a rule general rules like t c h can take money out of this account but they and once contingencies or result which by the way takes less than a year no l c m to distil they can ever be outstanding for more than three hundred sixty four days so at any point in time you have to wait between one and three hundred sixty four days to resolve all contingencies and then you apply if we if we conclude that the way deposit l c obligation is to find relates only to nick's closure of the issuers is an obligation the surest it is your argument as  three point nine that the receptive language somehow expands the definition out it doesn't expand the definition but you have to read those words with the defined term to understand what it means and what we're saying is when you read the words deposit all the obligations in respect of deposit letters of credit that those words together are not limiting to obligations to the deposit l c issuer we lent the money that created this facility the and four point one b is the more detail waterfall in the two would have to mean the same thing in his arguments right i don't think there's any dispute that there are conflicting waterfalls and one to get a different result under three point nine four point one b they have to be in the same thing they use different words and i