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 IN THE UNITED STATES DISTRICT COURT

 EASTERN DISTRICT OF PENNSYLVANIA

 - - -

 FLEETWOOD SERVICES, :CIVIL ACTION

 LLC, ROBERT L. :

 FLEETWOOD, and :

 PAMELA A. FLEETWOOD, :

 Individually and on :

 behalf of all others :NO. 18-CV-00268

 similarly situated, :(JS)

 Plaintiffs :

 :

 vs. :

 :

 COMPLETE BUSINESS :

 SOLUTIONS GROUP, :

 INC. D/B/A Par :

 Funding; JOHN AND :

 JANE DOES, :

 Defendant. :

 - - -

 Oral Deposition of JOSEPH LEWIS

COLE BARLETA, taken pursuant to notice,

held at WHITE AND WILLIAMS, LLP, 1800 One

Liberty Place, 1650 Market Street,

Philadelphia, Pennsylvania 19102, on

February 11, 2020, beginning at 10:00 a.m.,

before Kathleen Jastrzembski, Court

Reporter-Notary Public, there being

present.

 - - -

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1 APPEARANCES:

2

3 WHITE AND WILLIAMS, LLP

 BY: JUSTIN PROPER, ESQUIRE

4 SHANE HESKIN, ESQUIRE

 1800 One Liberty Place

5 1650 Market Street

 Philadelphia, PA 19103

6 Phone: 215-864-7142

 Representing the Defendant

7

8 FOX ROTHSCHILD, LLP

 BY: BRETT BERMAN, ESQUIRE

9 2000 Market Street

 Floor 20th Floor

10 Phone: 215-299-2842

 Bberman@foxrothschild.com

11 Representing the Defendant

12

13

14

15

16

17

18

19

20

21

22

23

24

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1 I N D E X

 - - -

2 Witness

3 JOSEPH LEWIS COLE BARLETA

4 EXAMINATION BY: PAGE

5 Mr. Proper 5

6

 E X H I B I T S

7 - - -

8 NUMBER DESCRIPTION PAGE

9 P-8 Notice of Deposition 5

10 P-9 Letter 59

11 P-10 Email 144

12 P-11 Email 149

13 P-12 Email 150

14 P-13 Control Sheet 187

15

16

17

18

19

20

21

22

23

24

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1 LITIGATION SUPPORT INDEX

2 Direction to Witness Not to Answer

3 Page Line Page Line

4 32 23 61 5

5 33 6 61 12

6 34 18 62 23

7 39 16 101 7

8 41 16 110 2

9 54 6 172 15

10 59 9

11 59 18

12

 Request for Production of Documents

13

Page Line Page Line

14

186 3

15

16

 Stipulations

17

Page Line Page Line

18

5 1

19

20

21

22

23

24

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1 - - -

2 THE COURT REPORTER: Usual

3 stipulations?

4 ALL COUNSEL: Yes.

5 - - -

6 (It is hereby stipulated and

7 agreed by and between counsel for

8 respective parties that reading, signing,

9 sealing, certification and filing are

10 waived and that all objections, except as

11 to the form of questions, be reserved until

12 the time of trial.)

13 - - -

14 JOSEPH LEWIS COLE BARLETA, after

15 having been first duly sworn, was examined

16 and testified as follows:

17 - - -

18 EXAMINATION

19 - - -

20 (Whereupon the court reporter

21 marked P-8 for purposes of identification.)

22 - - -

23 BY MR. PROPER:

24 Q. Good morning, Mr. Cole.

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1 A. Good morning.

2 Q. You are here as a corporate

3 designee for Complete Business Solutions

4 Group, correct?

5 A. Yes.

6 Q. Do you have an understanding of

7 what a corporate designee deposition is?

8 A. Yes.

9 Q. What is that understanding?

10 A. I represent the company under

11 this court matter.

12 Q. Okay, and I have in front of you

13 what's been marked as Plaintiff's-8 for

14 identification. Have you seen this

15 document before?

16 A. Yes.

17 Q. When did you first receive this

18 document?

19 A. It was a while ago.

20 Q. Okay. What did you do when you

21 received it?

22 A. I followed up with counsel.

23 Q. Did you read the entirety of

24 Exhibit-8?

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1 A. That's right.

2 Q. Can you take a look at page two,

3 please?

4 A. (Witness complies).

5 Q. Actually, there's an initial

6 notice. So it's identified page two, but

7 it's actually four of the document.

8 A. Okay.

9 Q. My apologizes, turn back one

10 page. Excellent. So with respect to topic

11 one, the marketing, soliciting,

12 underwriting and funding of each Merchant

13 Agreement between You and Fleetwood. Can

14 you tell me what you did to testify in that

15 topic?

16 A. We reviewed all of our procedures

17 and discussed specifically this file that

18 we underwrote.

19 Q. What specific procedures are you

20 referring to?

21 A. The origination and underwriting

22 of each file.

23 Q. Did you review a written policy?

24 A. Yes.

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1 Q. Can you explain to me each and

2 every written policy that you reviewed?

3 A. We would have to refer to the

4 specific documents in detail, but we do

5 have a general underwriting policy and

6 origination policy.

7 Q. Okay, stop there. When you would

8 say, I would have to refer a specific

9 document, what did you mean by that?

10 A. Depends on how granular you

11 needed the steps.

12 Q. Okay, so you mean that if I

13 needed to get granular and ask you specific

14 questions about that particular

15 underwriting policy, I would need to refer

16 you to the policy itself, right?

17 A. It depends on how granular.

18 Q. Okay. What if the policy hadn't

19 been produced in the litigation, what am I

20 supposed to do then?

21 A. I should be able to cover this

22 discussion.

23 Q. How many different policies did

24 you review concerning underwriting and

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1 origination?

2 A. We have one.

3 Q. You have one. How many pages is

4 that document?

5 A. It's a big document. I can't say

6 specifically how many pages it is.

7 Q. I don't recall seeing any

8 document of any kind concerning

9 underwriting an origination. Do you know

10 if that document you're referring to has

11 been produced in this lawsuit?

12 A. I don't know.

13 Q. What types of things are covered

14 in that document?

15 A. Procedures for file origination

16 and our standard underwriting practice.

17 Q. File origination and standard

18 underwriting practice. Who created that

19 document?

20 A. It's created by several employees

21 over a period of time.

22 Q. When was the document first

23 created?

24 A. It was created 2013.

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1 Q. Okay. I need to ask some

2 questions about it because I have never

3 seen it, it would have been helpful.

4 MR. HESKIN: Was it produced to

5 day?

6 MR. BERMAN: I have no idea.

7 MR. HESKIN: I know there was a

8 production this morning.

9 MR. PROPER: Well, we asked for

10 the document in our original request.

11 MR. HESKIN: Well, I know we

12 requested it. I just know there was a

13 production this morning, but we'll deal

14 with it. Obviously we're going to reserve

15 our right to recall the witness.

16 MR. PROPER: Sure.

17 BY MR. PROPER:

18 Q. So it was created in 2013. Whose

19 decision was it to implement written

20 origination and underwriting guidelines?

21 MR. BERMAN: Objection. You can

22 answer.

23 THE WITNESS: It was decided by

24 management.

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1 BY MR. PROPER:

2 Q. Who specifically at management

3 made that decision?

4 A. Our head underwriter.

5 Q. Who was your head underwriter at

6 the time?

7 A. That would have been Susan.

8 Q. Who Susan?

9 A. Graesar.

10 Q. How do you spell her last name?

11 A. I believe it's G-R-A-E-S-E-R.

12 Q. Is Ms. Graesar still employed by

13 CBSG?

14 A. No.

15 Q. When did she leave employment

16 with CBSG?

17 A. About two or three years ago.

18 Q. Who took over a head underwriter

19 for CBSG upon Ms. Graeser's departure?

20 A. Tory Villarose.

21 Q. How do you spell Ms. Villarose's

22 last name?

23 A. V-I-L-L-A-R-O-S-E.

24 Q. Is Ms. Villarose still employed

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1 by CBSG?

2 A. Yes.

3 Q. Is she still employed as the head

4 underwriter?

5 A. Yes.

6 Q. What are her responsibilities as

7 head underwriter for CBSG?

8 A. She's supervising underwriting,

9 and as part of our credit committee.

10 Q. When was the credit committee

11 formed?

12 A. Near inception when we first

13 started.

14 Q. When did you first start?

15 A. The end of 2012.

16 Q. Can you tell me the names of the

17 individuals that were originally on the

18 credit committee for CBSG at the formation

19 of the company?

20 A. Yes. Credit committee was Lisa.

21 Q. Lisa who?

22 A. McElhone. Jamie McElhone.

23 Q. Anyone else?

24 A. No.

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1 Q. Has anyone -- strike that.

2 Has the composition of the credit

3 committee changed since that time?

4 A. Yes.

5 Q. When did it change, and how did

6 it change?

7 A. It changed a few times. We had

8 different employees some in.

9 Q. Can you tell me some of the other

10 individuals that were on the credit

11 committee and what periods of time they

12 served?

13 A. We had Susan Graesar as part of

14 the credit committee, that was

15 approximately from 2013 to 2017.

16 Q. Was she on the committee with

17 Lisa and Jamie McElhone?

18 A. Yes.

19 Q. Okay. About how about Ms.

20 Graesar left?

21 A. Tory took over. They had some

22 overlap, she was part of the credit

23 committee. Tory has been with us since

24 2014, I believe, and promoted to that

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1 position after two years.

2 Q. Is she still on the credit

3 committee?

4 A. Yes.

5 Q. Is anyone else on the credit

6 committee other than those three women?

7 A. Yes.

8 Q. Who else?

9 A. Alexander Shelpin.

10 Q. How do you spell Alexander's last

11 name?

12 A. S-H-E-L-P-I-N.

13 Q. Okay. When did she get appointed

14 to the committee?

15 A. That was about two years ago.

16 Q. Okay. Anyone else?

17 A. No.

18 Q. What does the credit committee

19 do?

20 A. It provides final approval for

21 every file that comes in.

22 Q. What information does the credit

23 committee review in making finale

24 determinations on each file that comes in?

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1 MR. BERMAN: Objection. You can

2 answer.

3 THE WITNESS: They review the

4 entire underwriting file associated for

5 each transaction.

6 BY MR. PROPER:

7 Q. Okay. Is there a standard

8 underwriting file for each transaction?

9 A. No, there are different elements

10 depending on the client.

11 Q. Okay. Is there a standard

12 underwriting policy that your underwriters

13 are supposed to follow as part of the

14 document I haven't yet seen?

15 MR. BERMAN: Objection.

16 THE WITNESS: There are general

17 guidelines.

18 BY MR. PROPER:

19 Q. Okay. Are those general

20 guidelines that your underwriters are

21 expected to follow when underwriting a

22 file?

23 A. Yes.

24 Q. Okay, and can you walk me through

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1 all of the underwriting guidelines that

2 your underwriters are expected to follow?

3 A. Yes.

4 Q. Go ahead.

5 A. Initial applications are received

6 from our ISO's.

7 Q. Is there a form application?

8 A. There's a standard application,

9 although ISO's submit different information

10 and it's pretty inconsistent depending on

11 which ISO we're working with.

12 Q. Well, how many different form

13 applications do you approve your ISO's to

14 use?

15 A. Our ISO's don't use -- our

16 applications, we may give them a copy of

17 our application, we generally send it to

18 them ourselves, the client.

19 Q. Does -- strike. Is each

20 applicant required to fill out a CBSG

21 application?

22 A. No.

23 Q. Okay, so they can either fill out

24 a CBSG application or an ISO application?

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1 MR. BERMAN: Objection. You can

2 answer.

3 THE WITNESS: No.

4 BY MR. PROPER:

5 Q. So is an application required for

6 each file?

7 A. Yes.

8 Q. Okay. Tell me each and every

9 application that may be used?

10 A. We have the CBSG application. We

11 have our individual ISO application.

12 Q. Who created the individual ISO

13 application?

14 A. That's the ISO's themselves.

15 Q. Got it. Does the individual ISO

16 that uses this application have to submit

17 it to CBSG for approval?

18 A. No.

19 Q. Go ahead.

20 A. We often proceed a file without

21 the application. We may take information

22 verbally and put it into our CRM directly.

23 Q. And the CRM is?

24 A. CRM on our online platform we use

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1 to manage our clients.

2 Q. And when you verbally take an

3 application, are your underwriters using

4 your form to ask questions of the

5 applicant?

6 A. No, they don't necessarily use

7 the form to ask questions from the

8 applicant. They may take it also verbally.

9 Q. When one of your underwriters

10 takes an application verbally, what

11 questions is the underwriter asking?

12 A. They verify the submitted items

13 as part of the application such as banking

14 information, company information, and

15 ownership information.

16 Q. Okay. I'll talk about each of

17 those. Is every applicant required to

18 submit banking information?

19 A. Yes.

20 Q. Okay. What type of banking

21 information is required of every applicant?

22 A. Bank statements.

23 Q. For how long?

24 A. For at least three months.

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1 Q. What is your underwriting

2 guidelines say in terms of the requirement

3 of applicants to submit bank statements?

4 A. We prefer at least three months.

5 Actually, minimum three months and

6 preferably six months.

7 Q. And that's a written policy?

8 A. That's right.

9 Q. And your underwriters are

10 expected to follow that, correct?

11 A. Yes.

12 Q. How about the second factor you

13 said, was it owner information?

14 A. That's right.

15 Q. What type of owner information?

16 A. The incorporation documents and

17 proof of ownership in the business.

18 Q. Is every applicant expected to

19 provide that information?

20 A. Yes.

21 Q. Is there a written underwriting

22 guideline requiring that information to be

23 submitted by applicants?

24 A. Yes.

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1 Q. Okay. What was the third one?

2 A. The information about the

3 business itself.

4 Q. What type of information?

5 A. Industry type. Revenues,

6 specifically cash flow for the prior three

7 months and the review of the statements.

8 Q. What type of revenue information

9 is an applicant required to submit in

10 addition to bank statements?

11 A. Financials, accounts receivables,

12 statements, the types --

13 Q. Is --

14 MR. BERMAN: Let him finish. You

15 keep interrupting.

16 THE WITNESS: The types of

17 invoices received to get an understanding

18 of their business in industry.

19 BY MR. PROPER:

20 Q. Is there a written underwriting

21 guideline requiring that information?

22 A. There is for financials. There

23 is not for invoices.

24 Q. Okay, s what type of financial

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1 information specifically do you require

2 applicants to submit?

3 MR. BERMAN: Objection. Asked

4 and answered.

5 MR. HESKIN: It's not a proper

6 objection.

7 MR. BERMAN: I'll object how I

8 want, thanks. You can answer.

9 MR. HESKIN: No, you won't. You

10 will not give speaking objections. If we

11 need to call up Judge Sanchez to stop your

12 speaking objections, we will.

13 MR. BERMAN: Call. Call now. Do

14 whatever you want.

15 MR. HESKIN: Continue it. You're

16 warned. Continue it.

17 MR. BERMAN: Shane, I don't go

18 with warnings. I'll object. You have a

19 problem, call the Judge. Call it what you

20 want. I'll object however I want.

21 BY MR. PROPER:

22 Q. Do you require applicants to

23 submit profit and loss statements

24 specifically?

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1 A. No.

2 Q. Do you require applicants to

3 submit tax turns?

4 A. No.

5 Q. Do you require applicants to

6 submit balance sheets?

7 A. No.

8 Q. Okay. What specific financial

9 documents do you require applicants to

10 submit?

11 A. We generally will take account

12 receivable aging reports, which is the

13 focus for our underwriting.

14 Q. When you reviewed my clients

15 file, did my client submit accounts receive

16 aging reports?

17 A. Yes.

18 Q. Okay. What specifically are you

19 referring to as an accounts receivable

20 aging report?

21 A. It's a list of outstanding

22 invoices for their business detailing the

23 revenues being produced by the company

24 currently, which we base our factoring

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1 transaction on.

2 Q. Okay. Would those be existing

3 receivables or future receivables that

4 you're obtaining information about?

5 A. Existing receivables and future

6 receivables.

7 Q. What type of future receivable

8 would the client provide?

9 A. Future receivables are determined

10 by their projected business that we discuss

11 with them.

12 Q. What type of projections do you

13 do to estimate what a future might be for

14 an applicant?

15 A. We compare prior invoices to what

16 the client currently is pursuing with

17 billable -- with invoices not currently

18 billed yet to get an idea of their

19 projected revenue for the length of the

20 factoring transaction.

21 Q. What type of internal documents

22 are created to prepare that projection?

23 A. We have an underwriting matrix.

24 Q. Do you know if the underwriting

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1 matrix that was used for my clients

2 application were produced in this

3 litigation?

4 A. I do not know.

5 Q. What does an underwriting matrix

6 look like?

7 A. It's a spreadsheet that details

8 their bank statement and deposit averages,

9 and the collected receivables. The

10 objective of the spreadsheet is to

11 understand the cash flow for the business

12 and to compare it to prior months?

13 Q. Because the cash flow is securing

14 the advance, correct?

15 MR. BERMAN: Objection. You can

16 answer.

17 THE WITNESS: That is not true.

18 BY MR. PROPER:

19 Q. Okay. We'll get to that. Does

20 the credit committee -- strike that. Are

21 there notes of the credit committee

22 meetings?

23 A. No, there generally no notes.

24 Q. Do you attend the credit

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1 committee meetings?

2 A. I do not.

3 Q. Are there any documents created

4 to reflect what happens at a credit

5 committee meeting?

6 A. No.

7 Q. How frequently does a credit

8 committee meet?

9 A. Everyday.

10 Q. Is there an agenda for credit

11 committee meetings?

12 A. There is no agenda.

13 Q. Are there emails exchanged

14 concerning the meetings?

15 A. They're generally verbal. There

16 may be some.

17 Q. What did you do, if anything, to

18 determine whether or not there are credit

19 committee documents specific to my client's

20 transaction?

21 A. We went over communications that

22 we had, and we reviewed the file itself

23 where we often make notes on that file from

24 the credit committee.

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1 Q. Were there any such notes?

2 A. I believe so.

3 Q. What specific notes from the

4 credit committee do you recall seeing?

5 A. We would have to review the

6 application. Those were noted directly on

7 the file freehand.

8 Q. Well, I haven't seen freehand

9 notes from a credit committee, so you're

10 gonna have to help me. Can you tell me in

11 a little more detail, as part of your

12 preparation for this deposition what credit

13 committee notes you recalled seeing?

14 A. There were notes on the bank

15 statements themselves highlighting certain

16 items of coming in for the clients

17 receivables. The deposit, transfers

18 between the accounts, part of their general

19 day do day cash flow.

20 Q. What were the nature of the

21 notes?

22 A. The notes just highlight the

23 items that are coming in to help the credit

24 committee just make a decision on the file.

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1 Q. Were there concerns expressed by

2 the credit committee?

3 A. No.

4 Q. Were there notes of any kind in

5 terms of the nature of my clients

6 receivables; good, bad or otherwise?

7 MR. BERMAN: Objection. You can

8 answer.

9 THE WITNESS: Yes.

10 BY MR. PROPER:

11 Q. What were some of comments that

12 were made by the credit committee

13 concerning my clients business and/or

14 receivables?

15 A. The consistency of their

16 deposits.

17 Q. Was it a good note or a bad note?

18 A. It was positive.

19 Q. What specifically did the credit

20 committee note?

21 A. That the deposits for this client

22 were consistent for the reviewed months on

23 the bank statements.

24 Q. Anything else?

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1 A. It also noted debits for other

2 transactions that they had, which we

3 reviewed as part of the consolidation for

4 thi client specifically.

5 Q. What other debits are you

6 referring to?

7 A. Other factoring transactions the

8 client had.

9 Q. And who were the agreements with?

10 A. Those are in the documents we

11 provided already.

12 Q. Okay. Do you recall any of the

13 other companies that my clients had

14 agreements with?

15 A. I don't recall their names

16 specifically.

17 Q. Are there common MCA companies

18 that you see your customers dealing with

19 before they come to you?

20 A. There's a lot in the industry.

21 We can note there's some that we see once

22 in a while, but no consistency between file

23 to file.

24 Q. It's common for an applicant to

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1 have existing MCA agreements in place when

2 they come to you, correct?

3 A. No.

4 Q. It's not common?

5 A. It can be either or. There are

6 clients with no MCA transactions

7 beforehand.

8 Q. What percentage of the applicants

9 would you estimate have existing MCA

10 agreements in place when they apply for

11 funding with CBSG?

12 A. We would have to review our

13 funding list.

14 Q. So you don't know the answer to

15 that question one way or the other?

16 A. No.

17 Q. And you said you would have to

18 review what?

19 A. We would have to review our

20 funding list, our history of funding.

21 Q. What is a funding list exactly?

22 Other than a history of funding, can you

23 give me a little more info?

24 A. Just a list of deals we've done.

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1 Q. And is that something you can

2 easily print out?

3 A. No.

4 Q. How would you print out a list of

5 the deals that you've done this, so called,

6 funding list?

7 A. We don't print it out, we use it

8 online.

9 Q. Walk me through how you would go

10 about pulling the funding list, what would

11 you do? Go onto your computer and do what?

12 A. We'd log to our system. We would

13 run the report.

14 Q. How do you run the report? What

15 do you have to?

16 A. There our CRM.

17 Q. When you say run the report, what

18 does that mean?

19 A. Specify perimeters, period of

20 time, basically what information you want

21 to include on the list.

22 Q. Okay, and what search would you

23 have to do to determine whether or not an

24 applicant had an existing MCA agreement in

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1 place at the time they came to CBSG for

2 funding?

3 A. We would have to reference the

4 file and see if it was part of a

5 consolidation list.

6 Q. Is every applicant that has an

7 MCA agreement in place required to

8 consolidate that agreement in order to get

9 funding?

10 A. No, it's a case by case basis.

11 Q. All right, so there may be

12 instances where there's not a consolidation

13 transaction, but you simply provide the

14 customer funding and the customer continues

15 with the agreement that it has in place

16 with some other MCA agreement, correct?

17 MR. BERMAN: Objection. You can

18 answer.

19 THE WITNESS: That's right. It

20 depends on the need of the business.

21 BY MR. PROPER:

22 Q. So you can't just do a search and

23 consolidation and accurately answer whether

24 or not an applicant had an existing MCA

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1 agreement, correct?

2 MR. BERMAN: Objection. You can

3 answer.

4 THE WITNESS: It would have to be

5 that information plus pulling the

6 information for other clients that had

7 MCA's, there's other perimeters involved

8 with that report. If we were to get that

9 specific?

10 BY MR. PROPER:

11 Q. Yeah, I want to get that

12 specific. How would you get that specific

13 and find out even if a customer had one

14 existing MCA agreement with another company

15 and they were not looking to consolidate,

16 they just wanted another MCA agreement with

17 CBSG?

18 A. In that case, which is a report

19 we don't normally run, we would have to

20 pull the files directly.

21 Q. How many customers does CBSG

22 currently have?

23 MR. BERMAN: Objection. Don't

24 answer.

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1 MR. PROPER: Joe LaForte

2 represented at an investor event, I believe

3 you attended, that there were 3500

4 customers. Was that an accurate statement,

5 or not.

6 MR. BERMAN: Objection. Don't

7 answer.

8 BY MR. PROPER:

9 Q. Who is Joe LaForte?

10 A. He's the sales director for one

11 of our ISO's.

12 Q. Sales director which for ISO?

13 A. Recruiting and Marketing

14 Resources.

15 Q. Do you have a written agreement

16 with Recruiting and Marketing Resources?

17 A. Yes.

18 Q. Has that agreement been produced

19 in this case?

20 A. I don't know.

21 Q. It hasn't. Do you know why it

22 hasn't?

23 A. I don't know.

24 Q. Was Mr. LaForte involved in the

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1 formation of CBSG?

2 A. No.

3 Q. Has Mr. LaForte ever been

4 employed at CBSG?

5 A. No.

6 Q. Ever Mr. LaForte ever had an

7 ownership interest in CBSG?

8 A. No.

9 Q. Has Mr. LaForte ever been at

10 CBSG?

11 A. No.

12 Q. Has Mr. LaForte ever had an

13 ownership interest ata CBSG?

14 A. No.

15 Q. Did you attend an investor event

16 on November 21 at the Sheraton Hotel in

17 Valley Forge, Pennsylvania?

18 MR. BERMAN: Objection. Don't

19 answer.

20 MR. PROPER: That's not a proper

21 objection.

22 MR. BERMAN: Call the Judge.

23 MR. PROPER: I will. Because

24 I've got case law that says I can ask a

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1 witness questions in an individual capacity

2 at a 30B.6, it doesn't have to be within

3 the topic. So I'm happy to call the Judge

4 on this.

5 MR. BERMAN: Call the Judge.

6 MR. PROPER: It Also goes to

7 creditability and goes to --

8 MR. BERMAN: Call the Judge.

9 Call the Judge.

10 MR. PROPER: -- also to the

11 organization of the company.

12 MR. BERMAN: Call the Judge.

13 BY MR. PROPER:

14 Q. Are you aware that Mr. LaForte

15 represented0 to my client that he was the

16 owner of CBSG?

17 A. I am aware.

18 Q. You are aware of that?

19 A. (Witness nods.)

20 Q. When did you learn of that?

21 A. When reviewing the case file.

22 Q. What specifically did you review

23 where you saw that Mr. LaForte was telling

24 my client that he owned CBSG?

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1 A. There were communications via

2 email.

3 Q. What specific email are you

4 referring to?

5 A. There was something we came

6 across.

7 Q. I don't recall that specific

8 email. Do you recall anything additional

9 about that?

10 A. I don't.

11 Q. You saw an email from who to who

12 where Mr. LaForte represented he was the

13 owner of CBSG?

14 A. I don't recall.

15 Q. When did you see the email?

16 A. In discussions with our counsel.

17 Q. Okay. Was there a bates number

18 on the email that you saw?

19 A. No. Not that I recall.

20 Q. Was it an internal email or was

21 it a communication between my client and

22 Mr. LaForte?

23 A. I don't remember.

24 Q. So Mr. LaForte was representing

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1 that he was the owner of CBSG in that email

2 you saw. Was that an accurate or

3 inaccurate statement?

4 A. You know, now that I've mentioned

5 it, I don't know if it was this specific

6 file. I can't say with confidence.

7 Q. You saw some email where Mr.

8 LaForte represented to somebody that he

9 owns CBSG, that's what you remember?

10 A. Yes.

11 Q. Is that a truthful or not a

12 truthful statement that me made?

13 A. It is not a truthful statement.

14 Q. Do you know if Mr. LaForte is

15 regularly representing to the public that

16 he's the owner of CBSG?

17 A. We often see our ISO burgers do

18 that.

19 Q. Your ISO who?

20 A. Our ISO reps. The people talking

21 to the clients. Their job is to talk to

22 the clients and determine, you know,

23 provide information. They always represent

24 they're some kind of managerial or

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1 ownership position in the business.

2 Q. Which one of your ISO's, other

3 than Mr. LaForte, is telling applicants

4 that they own CBSG?

5 A. It's common practice in the

6 industry.

7 Q. Give me the name of one other

8 person that represents to applicants that

9 they own CBSG that you personally recall

10 seeing?

11 MR. BERMAN: Objection. It's

12 beyond the scope of this case, but you can

13 answer.

14 THE WITNESS: If I had to pull

15 one out of the hat, Darren Dorval.

16 BY MR. PROPER:

17 Q. What is CBSG's position with

18 respect to ISO's providing false

19 information to your customers?

20 A. It is something we clarify before

21 we fully complete the transaction.

22 Q. When did you first learn that Mr.

23 LaForte was telling people that he owned

24 CBSG?

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1 A. I don't recall.

2 Q. Have you known this for a week, a

3 month, a year, five years? How long has he

4 been doing it?

5 A. It's common place in the

6 business, it's just a generally understood

7 tactic used by sales reps.

8 Q. I don't care about anyone other

9 than Mr. LaForte.

10 A. Uh-huh.

11 Q. So how long has he been

12 representing to people that he owns CBSG?

13 A. I don't know.

14 Q. Does he represent to investors

15 that he owns CBSG?

16 MR. BERMAN: Objection. Don't

17 answer the question.

18 BY MR. PROPER:

19 Q. Have you ever been in a public

20 even where Mr. LaForte has represented

21 himself as the owner of CBSG?

22 A. No, not that I recall.

23 Q. Okay, so let me be clear. You

24 don't recall any instance where you

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1 attended an event where Mr. LaForte

2 represented to the public that he was the

3 owner of CBSG?

4 MR. BERMAN: Was it done with a

5 special tone to get a different answer?

6 THE WITNESS: No, I don't recall.

7 BY MR. PROPER:

8 Q. If you had heard Mr. LaForte

9 represent to the public that he was the

10 owner of CBSG, would you have corrected

11 that statement?

12 A. If I had, yes.

13 Q. Because that's important to

14 correct, right?

15 A. Yes.

16 Q. You don't want to lead people

17 with the misimpression that the ownership

18 includes Mr. LaForte, correct?

19 MR. BERMAN: Objection. You can

20 answer.

21 THE WITNESS: It depends on the

22 context.

23 BY MR. PROPER:

24 Q. Well, how about the context that

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1 Mr. LaForte doesn't have the cleanest

2 background in the world?

3 MR. BERMAN: Objection.

4 THE WITNESS: It's irrelevant to

5 the business.

6 BY MR. PROPER:

7 Q. It's irrelevant to the business.

8 Is it irrelevant to the fact that you're

9 trying to acquire a bank that Mr. LaForte

10 is an owner with a criminal background?

11 MR. BERMAN: Objection. Don't

12 answer the question.

13 BY MR. PROPER:

14 Q. Is CBSG trying to acquire a bank?

15 MR. PROPER: Objection. Don't

16 answer the question.

17 BY MR. PROPER:

18 Q. What is you understanding of Mr.

19 LaForte's criminal background?

20 A. Not much. He had some issues

21 over a decade ago.

22 Q. Did the issues involve fraud and

23 dishonesty?

24 A. I'm not aware of the particular

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1 details.

2 Q. You never did a background check

3 on this person that's holding himself o ut

4 to be an owner of CBSG and your sales rep?

5 A. No, I have not.

6 MR. BERMAN: Objection. You can

7 finish your answer.

8 THE WITNESS: No, we haven't.

9 BY MR. PROPER:

10 Q. When did you first learn Mr.

11 LaForte may have been involved in some

12 crimes of dishonesty?

13 MR. BERMAN: Objection. You can

14 answer.

15 THE WITNESS: We knew this from

16 the first day.

17 BY MR. PROPER:

18 Q. Do you know that he was convicted

19 of running an illegal gambling operation?

20 A. No.

21 Q. Did you know he was convicted of

22 mortgage fraud?

23 A. I had some details, I don't know

24 the specifics.

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1 Q. You're involved in a business

2 that involves providing money to your

3 customers, right?

4 A. Yes.

5 Q. And the individuals that are your

6 ISO's and sales agents are representing

7 CBSG, correct?

8 MR. BERMAN: Objection. You can

9 answer.

10 THE WITNESS: Yes.

11 BY MR. PROPER:

12 Q. You have written agreements with

13 these individuals, correct?

14 A. Correct.

15 Q. And you expect them to represent

16 your business in a way that's truthful and

17 honest, correct?

18 A. Not necessarily.

19 Q. Okay, so when do you expect your

20 representatives to be honest and when are

21 you okay with them not being honest?

22 MR. BERMAN: Objection.

23 THE WITNESS: It wasn't matter

24 for the origination of the file. We verify

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1 what the transaction is after the ISO rep

2 turns in a client or a lead.

3 BY MR. PROPER:

4 Q. So you're saying that it doesn't

5 matter if your ISO's lie or not in terms of

6 the application process?

7 MR. BERMAN: Objection. You can

8 answer.

9 THE WITNESS: It's irrelevant

10 because we go over the actual terms per

11 client withe the underwriting department,

12 and we clarify any ambiguities that a rep

13 may have made.

14 BY MR. PROPER:

15 Q. How do you know what

16 representations a rep made so that they --

17 strike that.

18 How do you know what

19 representations the ISO made that would

20 require correction?

21 A. We don't. We go through the

22 specifics of the contract, how the deals

23 are being funded, and what receivables are

24 being factored.

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1 Q. Do you have a common practice,

2 since it's common for ISO's to represent

3 that they're owners of the business to tell

4 the customers who the owners are?

5 A. No, we don't need to do.

6 Q. So it's not a material

7 consideration for a customer who owns a

8 business?

9 MR. BERMAN: Objection.

10 THE WITNESS: No.

11 BY MR. PROPER:

12 Q. Customers don't care whether the

13 business is owned by a convicted felon or

14 not, right?

15 A. They don't.

16 Q. That's not material to a decision

17 in your experience, right?

18 A. Yes.

19 Q. How many of your customers have

20 you asked whether or not they care whether

21 or not an owner is a convicted felon?

22 A. It's not a standard practice for

23 us.

24 Q. Why does Mr. LaForte not use his

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1 real name?

2 A. I don't know.

3 Q. Do you know he goes by Joe Mack

4 in his business with PAR, correct?

5 A. Sometimes.

6 Q. Well, when does he use his real

7 name and when does he use Joe Mack?

8 A. It's on him to use whatever he

9 wants on his signature. He's just an ISO.

10 Q. What name does he use in internal

11 correspondence with CBSG?

12 A. I've seen both.

13 Q. You never asked him why he's

14 using an alias?

15 A. No. He's already disclosed any

16 issues in his past beforehand.

17 Q. Who has disclosed what issues in

18 his past beforehand?

19 A. As I mentioned when we first

20 started the business when I got involved in

21 CBSG this was disclosed.

22 Q. Did he disclose it to you

23 personally?

24 A. Yes.

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1 Q. This was a disclosure made for

2 what purpose?

3 A. Transparency, and to build trust.

4 Q. At that point in time, was Mr.

5 LaForte involved with CBSG's business?

6 A. No. Only as a third party ISO

7 broker we worked with.

8 Q. So before he was approved as a

9 third party ISO, did he make a disclosure

10 about his background?

11 A. Yes.

12 Q. And the disclosure would have

13 been largely immaterial because his wife

14 presumably would have known what his

15 criminal background was, right?

16 MR. BERMAN: Objection.

17 THE WITNESS: Yes.

18 BY MR. PROPER:

19 Q. And Lisa McElhone is Mr.

20 LaForte's wife?

21 A. Yes.

22 Q. Is she an owner of the business?

23 A. Yes.

24 Q. Is she the sole owner?

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1 A. Yes.

2 Q. Does she work at an office for

3 CBSG?

4 A. Yes.

5 Q. Which office?

6 A. We have a few offices.

7 Q. What office does she work out of

8 primarily?

9 A. She's at the office on 3rd

10 Street.

11 Q. How long have you had an office

12 on 3rd Street?

13 A. Two and a half years now.

14 Q. Any idea why Mr. LaForte

15 testified that CBSG did not have an office

16 in Philadelphia?

17 MR. BERMAN: Objection you can

18 answer.

19 THE WITNESS: Because it's our

20 operating entity that primarily resides

21 there, which handles files for CBSG.

22 BY MR. PROPER:

23 Q. Which entity are you referring

24 to?

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1 A. FSP.

2 Q. What does FSP refer to?

3 A. Full Spectrum Processing.

4 Q. Whose name is on the lease for

5 the 3rd Street location, Full Spectrum

6 Processing or CBSG?

7 MR. BERMAN: Objection. You can

8 answer.

9 THE WITNESS: It's Full Spectrum

10 Processing.

11 BY MR. PROPER:

12 Q. When you testified that CBSG has

13 a presence on 3rd Street, what did you mean

14 by that?

15 A. That we have personnel that

16 handles files for CBSG there.

17 Q. Which CBSG employee works at the

18 3rd Street?

19 A. Only Lisa.

20 Q. Does CBSG represent to customers

21 that it has an office on 3rd Street in

22 Philadelphia?

23 A. No.

24 Q. It's not on the top of every

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1 agreement?

2 A. Should be our Florida domicile.

3 There may be prior agreements using the old

4 address.

5 Q. There's a prior agreement, in

6 fact, the agreement with my client that has

7 141 North 2nd Street. Did you have a

8 presence there at some point?

9 A. Yes, we did.

10 Q. And then I see actually on the

11 schedule A for a different agreement, let

12 me show you what I'm referring to. That

13 has the North 3rd Street address, correct?

14 A. Right.

15 Q. So this is a more recent

16 agreement, I assume, after your location

17 change, right?

18 A. Yes.

19 Q. So you are representing to

20 customers on every one of your agreements

21 that you have an office on North 3rd

22 Street, at least after you moved there,

23 right?

24 MR. BERMAN: Objection.

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1 THE WITNESS: For mailing

2 correspondence.

3 BY MR. PROPER:

4 Q. Is that a truthful statement? Is

5 that a real office?

6 A. Yes.

7 MR. BERMAN: Objection.

8 THE WITNESS: Yes.

9 BY MR. PROPER:

10 Q. So you share an office with Full

11 Spectrum?

12 A. We are not in the office with

13 Full Spectrum. We are operating -- we are

14 having Full Spectrum process files for

15 CBSG.

16 Q. Okay, so I just want to

17 understand. Have you been to the North 3rd

18 Street office?

19 A. Yes.

20 Q. How many times?

21 A. Several.

22 Q. How many times have you been

23 there over the last month?

24 A. At least ten time.

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1 Q. Okay. Do you work out of that

2 office?

3 A. No.

4 Q. What office do you work out of?

5 A. 205 Arch Street.

6 Q. How long have you had an office

7 at 205 Arch Street?

8 A. Approximately three years.

9 Q. Is CBSG a tenant at 205 Arch

10 Street?

11 A. No.

12 Q. So with respect to 205 Arch

13 Street, do you work at that location as an

14 employee of CBSG or some other business?

15 A. Some other business.

16 Q. What other business is that?

17 A. Full Spectrum Processing.

18 Q. Are you an employee of both Full

19 Spectrum and CBSG?

20 A. No.

21 Q. Are you an employee of CBSG?

22 A. No.

23 Q. Have you ever been an employee of

24 CBSG?

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1 A. Yes.

2 Q. What period of time were you

3 employed by CBSG?

4 A. From the end of 2012 to the end

5 of 2016.

6 Q. What was your position during

7 that period of time?

8 A. CFO.

9 Q. And in 2016 what happened?

10 A. We moved all our personnel in

11 Philadelphia to Full Spectrum Processing

12 and began working under our operating

13 agreement.

14 Q. When you say you moved all your

15 personnel, does that mean one day a bunch

16 of people were employees of CBSG and the

17 next day they're employees of Full

18 Spectrum?

19 A. That's correct.

20 Q. Did these individuals job titles

21 change from one day to the next?

22 A. No.

23 Q. Did the responsibilities change

24 in any way?

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1 A. Yes.

2 Q. Okay. So how did the

3 responsibilities of the employees change

4 from when they worked at CBSG to when they

5 worked at Full Spectrum?

6 MR. BERMAN: Objection. Don't

7 answer these questions. You can raise it

8 with the Judge. You're going well beyond

9 the scope of a 30B6.

10 MR. PROPER: Which I'm permitted

11 to do.

12 MR. HESKIN: Goes to corporate --

13 MR. BERMAN: Not in this limited

14 deposition.

15 MR. PROPER: It goes go to

16 corporate organization.

17 MR. BERMAN: Which you took out

18 of your 30B6.

19 MR. PROPER: No, I did not.

20 MR. BERMAN: You did. We'll have

21 the Judge in a minute, so you can raise

22 that then if you want.

23 MR. PROPER: I will.

24 MR. BERMAN: Okay.

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1 BY MR. PROPER:

2 Q. What are your roles and

3 responsibilities at Full Spectrum?

4 A. I'm in charge of accounting,

5 payroll, HR and IT.

6 Q. Does CBSG have its own accounting

7 department?

8 A. No.

9 Q. Does it have its own payroll

10 department?

11 A. No.

12 Q. How about HR and IT?

13 A. No.

14 Q. So Full Spectrum is a consultant,

15 or an outside vendor for CBSG with respect

16 to these activities, correct?

17 MR. BERMAN: Objection. You can

18 answer.

19 THE WITNESS: Servicing entity.

20 MR. PROPER: It's a servicing

21 entity.

22 BY MR. PROPER:

23 Q. And you said there's a written

24 agreement between CBSG and Full Spectrum?

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1 A. Yes.

2 Q. Were you involved in the decision

3 to form Full Spectrum?

4 A. Yes.

5 Q. What was the reason that Full

6 Spectrum was formed?

7 A. Because it services other

8 entities, and it's not solely CBSG's

9 managing.

10 Q. Does Ms. McElhone have any

11 ownership interest in Full Spectrum?

12 A. Yes.

13 Q. Did she have an ownership at the

14 time the servicing agreement came into

15 play?

16 A. Yes.

17 Q. Do you know what percent?

18 A. 100 percent.

19 Q. Does Full Spectrum do or perform

20 services for companies other than CBSG?

21 A. Yes.

22 Q. Does CBSG have its own

23 underwriting department?

24 A. No.

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1 Q. Who does underwriting for CBSG

2 currently?

3 A. Full Spectrum.

4 Q. How long has Full Spectrum

5 performed the underwriting?

6 A. Since 2017.

7 Q. Did CBSG have underwriters prior

8 to 2017?

9 A. Yes.

10 Q. At the time my client entered

11 into an agreement with CBSG, was CBSG

12 performing the underwriting internally or

13 in-house?

14 A. I'm sorry, can you clarify.

15 Q. At the time my client entered

16 into an agreement with CBSG, did a CBSG

17 employee perform the underwriting?

18 A. No.

19 Q. Who performed the underwriting?

20 A. A Full Spectrum Processing

21 employee.

22 Q. Do you recall what the date was

23 that Full Spectrum took over?

24 A. January 1, 2017.

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1 Q. Who was the employee of Full

2 Spectrum that underwrote my clients?

3 A. Susan Graesar.

4 Q. In --

5 - - -

6 (Phone call with the Judge.)

7 - - -

8 (Whereupon a short recess was

9 taken.)

10 - - -

11 BY MR. PROPER:

12 Q. So since January 2017 you have

13 not been employed by CBSG, correct?

14 A. Correct.

15 Q. And since January of 2017, have

16 you represented to the public that you are

17 an employee of CBSG?

18 MR. BERMAN: Objection.

19 THE WITNESS: Not necessarily an

20 employee, but an operator servicing it.

21 BY MR. PROPER:

22 Q. Do you routinely correspond with

23 CBSG customers using CBSG letterhead?

24 A. No, I don't, but the company

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1 does.

2 - - -

3 (Whereupon the court reporter

4 marked P-9 for purposes of identification.)

5 - - -

6 BY MR. PROPER:

7 Q. Is this a letter you sent, Mr.

8 Cole, on October 24, 2019?

9 MR. BERMAN: Objection. Don't

10 answer the questions about this document.

11 This is related to an unrelated merchant.

12 You heard the Judge's instruction. You're

13 free to call him again.

14 BY MR. PROPER

15 Q. Did you represent in this

16 instance that you were a representative of

17 CBSG?

18 MR. BERMAN: Objection. Don't

19 answer the question.

20 BY MR. PROPER:

21 Q. Are you a representative of CBSG?

22 A. Yes.

23 Q. In what capacity are you a

24 representative of CBSG?

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1 A. I'm a decision maker in the

2 business.

3 Q. Explain that. What do you mean

4 you're a decision maker in CBSG's business?

5 A. I'm a director of the company.

6 Q. You're not an employee CBSG,

7 you're a director?

8 A. Correct.

9 Q. Are you paid by CBSG for being a

10 director?

11 A. No.

12 Q. You're volunteering as a

13 director?

14 A. Yes.

15 Q. What other directors are there at

16 CBSG?

17 A. Lisa and Jamie McElhone.

18 Q. What are your roles and

19 responsibilities as a director of CBSG?

20 A. I am in charge of the accounting,

21 treasurer.

22 Q. Are you involved in working with

23 third party auditors?

24 A. Yes.

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1 Q. Is CBSG an audited company?

2 A. Yes.

3 Q. And who performs the audits?

4 A. Current?

5 MR. BERMAN: Objection. Don't

6 answer the question.

7 BY MR. PROPER:

8 Q. Do the audits provide any

9 information with respect to common and

10 typical practices at CBSG in terms of

11 underwriting files?

12 MR. BERMAN: Objection. Don't

13 answer the question.

14 Feel free to call the Court,

15 we're here today.

16 BY MR. PROPER:

17 Q. One of the topics, can you look

18 at the 30B6 notice? What is topic one

19 again? Can you read that, please?

20 A. "Broker" as used herein.

21 MR. BERMAN: These here.

22 THE WITNESS: Oh, Topic one. Got

23 it.

24 Marketing, soliciting,

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1 underwriting and funding of each Merchant

2 Agreement between You and Fleetwood.

3 BY MR. PROPER:

4 Q. Do the audit reports contain any

5 information with respect to the marketing,

6 soliciting, underwriting and funding of the

7 merchant agreements between CBSG and my

8 client?

9 A. Our financial audits?

10 Q. Yeah, is there any information

11 about common practices that would pertain

12 to the transactions between CBSG and my

13 client?

14 A. Let me think about that. It says

15 generally how it's produced in business,

16 meaning working with ISO's. It doesn't get

17 into detail about how those procedures are

18 carried.

19 Q. Right. So what general

20 information does the audit contain with

21 respect to CBSG's policies and procedures

22 with respected to underwriting?

23 MR. BERMAN: Objection. Don't

24 answer the question. He can answer about

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1 the Fleetwood. Read the topic and his

2 question.

3 BY MR. PROPER:

4 Q. I thought you just testified that

5 that generally policy would have pertained

6 to my clients transaction, yes?

7 A. No, in general, not specifically

8 to Fleetwood.

9 Q. I understand. Would that general

10 policy pertain to all of your customers,

11 including Fleetwood?

12 A. No. Not necessarily.

13 Q. Okay, so what ways would it

14 pertain and what ways would it necessarily

15 not pertain?

16 A. General policy means this is what

17 the company uses as a standard practice for

18 underwriting. It may or may not pertain to

19 this client specifically because it's not

20 necessarily used for every client.

21 Q. But it may pertain?

22 A. May pertain, sure.

23 Q. Okay, so what information in the

24 audit report may pertain to Fleetwood.

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1 MR. BERMAN: Objection. You can

2 answer about Fleetwood, sure.

3 THE WITNESS: Just the general

4 origination of how the deal came in,

5 through an ISO and how it was serviced by

6 Full Spectrum Processing. There is no

7 information about the specific methodology

8 used for either.

9 BY MR. PROPER:

10 Q. Is there a written underwriting

11 guideline that Full Spectrum uses?

12 A. They have a checklist.

13 Q. Is Full Spectrum expected to

14 follow the organization and underwriting

15 guideline that you testified about earlier

16 in the deposition?

17 A. Yes.

18 Q. Okay, and in addition to that

19 document, Full Spectrum has some checklist?

20 A. No, no, I'm talking about the

21 same instrument. It is a checklist. It's

22 the guidelines that they have to review for

23 files.

24 Q. Is there a shorthand version that

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1 Full Spectrum underwriters use when

2 underwriting my clients deal?

3 A. No, it's the same thing. It's

4 one instrument that they use.

5 Q. As part of the underwriting

6 guidelines, are underwriters expected to

7 pull a Dun and Bradstreet report?

8 MR. BERMAN: Are you talking

9 about the Fleetwood's? Objection. Limit

10 your question to Fleetwood's.

11 BY MR. PROPER:

12 Q. Was there an underwriting policy

13 in place in January of 2017? I thought you

14 said there was.

15 A. Yes.

16 Q. And I thought you said that

17 underwriters were expected to follow that

18 policy, yes?

19 A. Yes.

20 Q. And my clients deal was in 2017,

21 right?

22 A. I don't recall.

23 Q. Okay. I'm going to ask you to

24 assume that for purposes of the next

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1 question. That if my clients deal was in

2 January of 2017, the guidelines would have

3 pertained to my clients deal, right?

4 MR. BERMAN: Objection.

5 THE WITNESS: Yes.

6 BY MR. PROPER:

7 Q. Okay, so back to where I was.

8 A. I don't recall if Dun and

9 Bradstreet was part of the checklist.

10 Q. Don't have the document.

11 A. Yeah, we would have to refer to

12 the document, the underwriting file itself.

13 Q. Okay. So it may have been

14 required for my clients deal, it might not

15 have been required for my clients deal, I

16 would have to look at the document that I

17 don't have to find out the answer. Is that

18 what you're telling me?

19 A. No. You don't need to look at

20 the document, we generally had Dun and

21 Bradstreet reports at that time pulled.

22 Q. Okay. When you say generally,

23 when would a Dun and Bradstreet report been

24 pulled during that time period, and when

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1 wouldn't it be pulled?

2 MR. BERMAN: Objection. You can

3 answer about the Fleetwood's.

4 MR. PROPER: Just to be clear.

5 You're instructing your witness to answer

6 no questions about whether or not a

7 particular policy extended beyond my

8 clients?

9 MR. BERMAN: I'm --

10 MR. PROPER: Just so I'm clear.

11 So it's your position that for commonality

12 purposes, that it's not relevant whether

13 other transactions were similar my clients

14 transaction? Just so we can --

15 MR. BERMAN: If you want to refer

16 me to which of the topics you're talking

17 about?

18 MR. PROPER: Talking about

19 underwriting, one.

20 MR. BERMAN: Okay, that says the

21 Fleetwood's. So yes, if you're referring

22 to that topic I will instruct him to only

23 answer to the Fleetwood's. If you

24 disagree, call the Judge. I'm looking at

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1 your topics.

2 MR. PROPER: Just to be clear,

3 you're limiting this deposition to only

4 questions about Fleetwood, not any other

5 merchant.

6 MR. BERMAN: I'm limiting this

7 deposition to your 30B6 notice, and if you

8 want a clarification of scope, as you're

9 well aware, we had many letters back and

10 forth where your old response, which I

11 have, your old 30B6 had the marketing,

12 soliciting, underwriting and funding of

13 each Merchant Agreement, that was rejected

14 by the Court based on the letters that

15 came, or didn't have to be because you

16 changed it and you then changed modified it

17 say between You and Fleetwood.

18 So if you want the Court to

19 sanction you going beyond your 30B6, let's

20 get the Judge on the phone and ask him the

21 question.

22 I'm not limiting anything but a

23 30B6 notice you gave.

24 MR. HESKIN: Based on your

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1 objections.

2 MR. PROPER: I understand.

3 You're saying you're not allowing the

4 witness to answer --

5 MR. BERMAN: No, I'm going by

6 your 30B6 notice that says between You and

7 the Fleetwood's.

8 MR. HESKIN: Then instruct him

9 not to answer.

10 MR. BERMAN: I'm instructing him

11 this is what he's here for.

12 MR. HESKIN: Based on your

13 objection.

14 MR. BERMAN: Ask whatever

15 questions you want. We will take it

16 objection by objection. I'm not giving you

17 any blanket objections. I'm not here to do

18 that. Question by question.

19 MR. HESKIN: We got it.

20 MR. BERMAN: If you have a

21 problem, call the Judge.

22 MR. PROPER: You're objecting,

23 it's good.

24 BY MR. PROPER:

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1 Q. So the underwriting policy that

2 was in place in January 17, you don't

3 specifically remember whether there's

4 anything about Dun and Bradstreet, right?

5 A. Right.

6 Q. Was the underwriting guidelines

7 changed at some point in time?

8 A. The underwriting guidelines are

9 modified over time depending on the

10 policies of the department.

11 Q. When a modification to the

12 underwriting guidelines occurs, walk me

13 through that process? Is there a

14 supplement? Is there a new policy that's

15 created with the change? How is that

16 change communicated to the underwriters?

17 A. The underwriting manager and

18 credit committee discuss potential changes

19 for their policies, and they implement it

20 when needed.

21 Q. How is it implemented?

22 A. It's given to all the

23 underwriters to use going forward.

24 Q. What's given?

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1 A. The checklist, the updated

2 checklist.

3 Q. Maybe we're having a disconnect.

4 Is the checklist included somewhere within

5 the underwriting guidelines?

6 A. No. I'm saying there's only one

7 document. The policy, the checklist, that

8 they review for every file is the same

9 document.

10 Q. There's a big underwriting

11 guideline, right? You said it was a big

12 document, the origination and underwriting

13 policy?

14 A. No.

15 Q. You didn't testify earlier in the

16 deposition that the underwriting, the

17 origination and underwriting document was

18 big?

19 A. No, the application files are

20 big, there's a lot of stuff in there, but

21 the specific checklist that they review is

22 not that long.

23 Q. I'm not talking about the

24 checklist. We can go back and when we have

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1 a break, I'll pull it. But I thought you

2 testified earlier in the deposition, I

3 asked you how big the origination and

4 underwriting guidelines were, and you said

5 they were big and you couldn't be expected

6 to remember everything in there, and it got

7 to a granular level you wouldn't be able to

8 answer the questions. Am I thinking of a

9 different deposition or am I at the right

10 one?

11 A. No, I misunderstood then. I

12 meant the entire underwriting file is a big

13 file. There's a lot stuff in there and if

14 you need to get granular, you would have to

15 go through the file.

16 MR. BERMAN: I want to be clear

17 for the deposition because I didn't know

18 about this checklist either before today,

19 so I do want to get you that checklist

20 while we're sitting here at a break. He's

21 going to get it for me, so you tell me when

22 we can take a break so I can get that.

23 BY MR. PROPER:

24 Q. Is it your testimony under oath

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1 that the only origination and underwriting

2 guideline is the checklist?

3 A. Yes.

4 Q. No other document relating to

5 underwriting?

6 A. Well, there's other documents

7 relating to underwriting, but it's not

8 necessarily a procedures manual if that's

9 what you're talking about.

10 Q. I want you to tell me every

11 written piece of paper that underwriters

12 are expected to rely upon when underwriting

13 a file?

14 MR. BERMAN: Objection. You can

15 answer.

16 THE WITNESS: We have our

17 merchant applications. We have our

18 underwriting checklist. We have our

19 underwriting reports, which are including,

20 you know, site inspections and on line

21 credit verification for the business and

22 its owners. We have the bank statements

23 produced for the business. We have the

24 financials included as part of the

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1 document. We also have the underwriting

2 matrix that I mentioned before where they

3 calculate the cash flow worthiness of the

4 business and the receivables.

5 We have any other relevant

6 company information such as invoices, or

7 client list, or particular information

8 about that industry that the underwriters

9 use to make a decision before moving

10 forward with a factoring transaction.

11 Q. Okay. So, do you recall since

12 January of 2015 how many iterations of the

13 underwriting checklist there have been?

14 A. I don't recall.

15 Q. What have you done in preparation

16 for this deposition to determine what

17 information is on the checklist, and when

18 changes were made to that checklist?

19 A. We reviewed the client file.

20 Q. Anything other than that?

21 A. No, just that client file.

22 Q. The underwriting report, you

23 mentioned some things that were in the

24 underwriting report. What were those

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1 again?

2 A. What underwriting report? Are

3 you referring to the matrix?

4 Q. No, I thought you said that there

5 was an underwriting report that would

6 include a site inspection?

7 A. Yes, there are site inspections.

8 You check the Yelp pages for these business

9 to make sure they're in good shape.

10 Q. Was there a site inspection done

11 on my clients business?

12 A. I believe so, yes.

13 Q. Was that part of the policy that

14 was in place at the time to do a site

15 inspection?

16 A. It is one of the items on the

17 checklist.

18 Q. Has that policy changed, that a

19 site inspection is required?

20 A. It's never required, it's often

21 done depending on the client, the industry,

22 the regionality. There's a couple

23 considerations for the business.

24 Q. So does a checklist have some

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1 information about site inspections?

2 A. Just says it's a thing they need

3 to go over if need. The underwriting and

4 the credit committee needs to make a

5 decision on whether or not to run it.

6 Q. But it's often run?

7 A. Yes.

8 Q. Okay, and you said -- is the Dun

9 and Bradsheet report also often run?

10 A. No, we stopped using that one.

11 Q. When did you stop using Dun and

12 Bradstreet?

13 A. I want to say two years ago.

14 Q. How about Experian or some type

15 of credit report?

16 A. We still run Experian.

17 Q. Okay. Was there an Experian

18 credit report pulled from my client's deal?

19 A. Yes.

20 Q. Was that part of some policy that

21 was in place at the time?

22 A. It's on the checklist.

23 Q. Okay. Has the checklist changed

24 to take off any necessity for pulling a

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1 credit report, or is that still required?

2 A. It's still required.

3 Q. Okay. And bank statements are on

4 the checklist?

5 A. Of course.

6 Q. And that's still required?

7 A. Yes.

8 Q. Okay. So the things that are

9 always required as part of the underwriting

10 would be the credit report, right?

11 A. Yes.

12 Q. Three to six months of bank

13 statements?

14 A. Yes.

15 Q. The underwriting matrix, is that

16 always done?

17 A. No. I mean we have exceptions to

18 that.

19 Q. Is that often done?

20 A. Yes.

21 Q. Is that typically done?

22 A. Yes.

23 Q. Okay. What else is typically

24 done when underwriting an file? We got the

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1 bank statements, the credit report, the

2 underwriting matrix, the site inspection.

3 Any other financials other than bank

4 statements?

5 A. Typically look at their AR.

6 Q. You typically look at their AR?

7 A. Yes. The tax returns and

8 financials are not necessarily a component,

9 they are sometimes included.

10 Q. Client list, is that typically

11 requested?

12 A. Yes.

13 Q. Okay. Do you typically request

14 whether the applicant has other MCA

15 agreements in place?

16 A. Yes.

17 Q. Any other information on the

18 checklist that underwriters typically

19 follow when underwriting a deal that we

20 haven't already discussed?

21 A. Online social media pieces, we

22 check that.

23 Q. Okay. Was there anything that

24 was done in underwriting my client's deal

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1 that was not typical?

2 A. No.

3 Q. So my clients underwriting

4 process was pretty typical for what you

5 would do for any applicant; is that fair?

6 A. It really depends on the

7 business. We have to look at that specific

8 business in Texas and that industry.

9 Q. Yeah, so was that -- was the

10 underwriting that was done for my clients

11 business typical of what the policies would

12 require in terms of underwriting?

13 MR. BERMAN: Objection.

14 THE WITNESS: No. There were

15 specific questions asked about that client

16 about their business and industry that we

17 had to understand before proceeding with

18 the funding.

19 BY MR. PROPER:

20 Q. What specific questions?

21 A. The revenue window of the year,

22 when you guys are the most busy with the

23 business.

24 Q. Don't you ask that of every

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1 applicant, or isn't that part of every

2 underwriting file, is to look at bank

3 statements and determine whether or not the

4 revenue is fluctuating from month to month

5 for seasonality?

6 A. Not necessarily. Landscapers are

7 extremely seasonal. From our

8 understanding, they require that a lot more

9 than other types of businesses, let's say

10 dentist. They're less seasonal because

11 people are checking their teeth all year.

12 Q. Yeah. When you're looking at

13 three to six months of bank statements, is

14 one of the things that is being looked at

15 consistency of revenue?

16 A. Yes.

17 Q. And in my clients case, you are

18 look at consistency of revenue, right?

19 A. Yes.

20 Q. So that wasn't unique, right?

21 A. No. Every business is going to

22 have revenue, obviously you want to look at

23 that.

24 Q. So what specifically in my

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1 clients underwriting file was unique and

2 different than any other underwriting file

3 in terms of the questions and policies and

4 procedures that you follow?

5 MR. BERMAN: Objection.

6 MR. PROPER: You can answer.

7 THE WITNESS: So during the

8 merchant interview, which is a standard

9 thing that they do, they had to understand

10 the seasonality aspect of their landscaping

11 business, that is not a usual thing that

12 they need to go over, again depending on

13 the industry and the merchant business

14 type.

15 BY MR. PROPER:

16 Q. Whose landscaping business are

17 you referring to?

18 A. The Fleetwood's.

19 Q. Okay. Tell me your understanding

20 of what specific type of landscaping the

21 company does?

22 A. Golf courses.

23 Q. Okay, so you're saying that t

24 were some specific questions about the

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1 nature of my clients business?

2 A. Yes. Our credit, and one of the

3 things we developed was that they really

4 get an understanding of the business when

5 they're doing the underwriting. They want

6 to know the idiosyncrasies about that

7 clients business before they proceed.

8 Q. Is that something that's common

9 in the underwriting process, to find out

10 the idiosyncrasies of the borrower?

11 A. It depends on the business.

12 Q. Don't you want to know everything

13 you can know about a borrower before you

14 enter into a transaction with them?

15 MR. BERMAN: Objection. You can

16 answer.

17 THE WITNESS: No, not

18 necessarily.

19 BY MR. PROPER:

20 Q. So are you an algorithmic or a

21 non-algorithmic lender?

22 A. Non-algorithmic.

23 Q. So as a non-algorithmic lender,

24 it's not important for you to know

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1 everything you can about the nature of the

2 borrower's business?

3 A. It is important, but there are

4 questions asked specifically for that

5 industry and business type.

6 Q. Right, so you may ask a question

7 of a landscaper that may be different than

8 an automobile repair shop?

9 A. Sure.

10 Q. But the nature of the questions

11 are designed to find out how that business

12 operates and how they generate revenue,

13 right?

14 MR. BERMAN: Objection. You can

15 answer.

16 THE WITNESS: The questions

17 aren't always asked. We don't need to ask

18 the dentist how to drill a tooth, we just

19 need to know the revenue basis. There's

20 cash flow based underwriting and it's

21 consistent.

22 BY MR. PROPER

23 Q. Now, the cash flow based

24 underwriting, do you perform cash based

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1 underwriting for every transaction?

2 A. Yes.

3 Q. That's what you do, right, you're

4 doing cash based underwriting, right?

5 A. No, we're doing receivables based

6 underwriting, and cash flow is a

7 consideration as part of it.

8 Q. Right. The revenue of a business

9 is their cash flow, right?

10 A. No.

11 Q. How is a business's revenue that

12 comes in the door different than their cash

13 flow?

14 A. Revenue can be produced without

15 cash coming in. You can have it accrued as

16 receivables, but it doesn't mean they're

17 making deposits everyday.

18 Q. So you're looking at both

19 receivables and cash flow, right?

20 A. Revenue and cash flow.

21 Q. Do you look at revenue and cash

22 flow for every transaction?

23 A. Yes, that's very important.

24 Q. Got it. And you looked at

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1 revenue and cash flow in my clients

2 transaction?

3 A. That's correct.

4 Q. And you also look at the debt to

5 income ratio of the applicant, right?

6 A. No, we don't look at it that way.

7 Q. Okay, so if Mr. LaForte testified

8 at his deposition that it was really

9 important to check the borrower's debt to

10 income ratio, you would not agree with

11 that?

12 MR. BERMAN: Objection.

13 THE WITNESS: He's a sales rep.

14 If it's an analysis he's making as a sales

15 rep, that's on him, but that's not our

16 standard underwriting practices.

17 BY MR. PROPER:

18 Q. Got it. So there's no analysis

19 done of the borrower's debt to income

20 ratio?

21 A. It's not conducted in the usual

22 DTI comparison.

23 Q. That's not part of the

24 underwriting matrix?

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1 A. No.

2 Q. What else does my client do in

3 terms of its business? You said

4 landscaping for golf courses. Can you just

5 generally tell me your understanding of my

6 clients business?

7 A. Also servicing for landscaping.

8 Q. What do you mean servicing for

9 landscaping?

10 A. Taking care of the landscaping.

11 Q. What do you mean taking care of

12 the landscaping?

13 A. Of the landscaping that they

14 produce. There's some servicing to it.

15 Q. I'm not following you. Can you

16 give me an example of some of the things my

17 client would do?

18 A. If they need to follow up with a

19 client and patch something up, they do

20 that. There's a service aspect to their

21 business.

22 Q. Service aspect meaning the golf

23 course may retain my client to go and

24 generally maintain the golf course?

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1 A. They may. They may have to do a

2 follow up on that client's billables. If

3 there's anything wrong, obviously they want

4 to keep their clients happy because they're

5 running a good business.

6 Q. Is my client involved in the

7 design at all of golf courses?

8 A. Not that I know of.

9 Q. Is it involved in constructing

10 golf courses?

11 A. No.

12 Q. Is it important when underwriting

13 a file to fully understand the type of

14 business and work that an applicant

15 performs?

16 A. In general, yes.

17 Q. What did you do to educate

18 yourself on the nature of my client's

19 business?

20 A. I looked at the underwriting

21 file.

22 Q. What specifically in the

23 underwriting file do you recall seeing that

24 discussed or described the nature of my

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1 client's business?

2 A. Just the industry type that's

3 listed on the CRM.

4 Q. When you say the industry type,

5 what does the underwriting file say about

6 my client's industry?

7 A. Landscaping, golf related.

8 Q. Is the underwriting decision --

9 strike that.

10 How important is understanding

11 correctly what a business does in making an

12 underwriting decision?

13 A. It's very important.

14 Q. So it's typical for every

15 underwriting file to ask questions to

16 understand what the applicant does, right?

17 A. Yes. You need to know what type

18 of business they're in.

19 Q. And those questions were asked in

20 underwriting my client's deal, right?

21 A. This's correct.

22 Q. Did you review an AR report for

23 my client's business?

24 A. Yes.

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1 Q. Okay. Did you review a client

2 list for my client's business?

3 A. Yes.

4 Q. And you reviewed the credit

5 report, right?

6 A. Yes.

7 Q. And you reviewed online social

8 media, right?

9 A. Yes.

10 Q. And you performed a site

11 inspection, correct?

12 A. I don't remember specifically if

13 there was one done for them.

14 Q. Okay, and you required my client

15 to submit bank statements, correct?

16 A. Yes.

17 Q. And my client submitted an

18 application, correct?

19 A. Yes.

20 Q. And my client provided

21 information about outstanding MCA

22 agreements, correct?

23 A. Yes.

24 Q. So, so far everything that was

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1 done to underwrite my client's file would

2 be things that would be typically done when

3 underwriting a file, correct?

4 MR. BERMAN: Objection.

5 THE WITNESS: Most of those

6 elements are included as part of the

7 underwriting package, yes.

8 BY MR. PROPER:

9 Q. So what are the items that I just

10 mentioned are not part of the underwriting

11 package?

12 A. They may have gone into more of

13 the AR than other clients.

14 Q. Did they? When you say may have?

15 A. Yes, they did.

16 Q. So how did the underwriters delve

17 deeper into the AR for my client than

18 typically would be required to perform

19 under the policies?

20 A. They looked at individual clients

21 that that client had.

22 Q. What individual clients -- strike

23 that.

24 What individual clients of

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1 Fleetwood did CBSG look into?

2 A. The ones listed on the

3 receivables schedule.

4 Q. What does the receivables

5 schedule look like?

6 A. It's a financial report prepared

7 by the client in the form of listing their

8 balances owed by different clients.

9 Q. Is that type of AR report

10 requested typically of customers?

11 A. Yes. It depends on the business.

12 Again, a dentist isn't going to have an AR

13 schedule, they're not going to need to know

14 individual clients.

15 Q. But if a customer has an AR

16 schedule, you want to see it?

17 A. Again, it depends on the

18 business. It really is a case by case

19 basis.

20 Q. Okay. Is there an underwriting

21 checklist that differs by region?

22 A. No.

23 Q. So the underwriting checklist

24 that's used for a Pennsylvania business

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1 would be used for a California business, a

2 Florida business, and a Texas business?

3 MR. BERMAN: Objection. You can

4 answer.

5 THE WITNESS: In different

6 states, yes. It's the same list they go

7 over.

8 BY MR. PROPER:

9 Q. Same checklist, 50 states?

10 A. Sure.

11 Q. Got it. Is there a -- strike

12 that.

13 Was there a term for my clients

14 transaction.

15 MR. BERMAN: Objection.

16 BY MR. PROPER:

17 Q. You can answer.

18 A. A term for the transaction?

19 Q. Yeah, the money that you gave to

20 my client, was there a pay back term?

21 A. The details on the factoring

22 agreement are determined per client on the

23 factoring agreement themselves. Meaning

24 that there are a number of payments

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1 required to satisfy the RTR.

2 Q. Is that a term or that's not a

3 term?

4 MR. BERMAN: Objection. You can

5 answer.

6 THE WITNESS: It's terms in the

7 sense of how many installments are required

8 to have it paid back, yes.

9 BY MR. PROPER:

10 Q. Are you familiar with the concept

11 term of a loan?

12 A. Yes, I'm familiar with the terms

13 of a loan, which is not what we are

14 providing in this transaction.

15 Q. Right. So, is there a specific

16 number of days that my client had to repay

17 the monies you gave to its business? Yes

18 or no?

19 MR. BERMAN: Objection.

20 THE WITNESS: No.

21 BY MR PROPER:

22 Q. So if I'm using the word, term,

23 to connote the period of time someone is

24 required to pay back money, there is no

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1 term in my clients agreement, correct?

2 MR. BERMAN: Objection.

3 THE WITNESS: Correct.

4 BY MR. PROPER:

5 Q. I'm going to hand you what's been

6 marked as P-2 in a prior deposition. Do

7 you recognize P-2?

8 A. Yes.

9 Q. And what is P-2?

10 A. It's a Factoring Agreement for

11 Fleetwood.

12 Q. Is this a form agreement that you

13 use?

14 A. Yes.

15 Q. Is this the same -- strike that.

16 Is the agreement that you use for

17 Fleetwood the same form that you use for

18 all of your merchant transactions.

19 MR. BERMAN: Objection.

20 THE WITNESS: The factoring

21 agreement structure is the same. The

22 specific terms detailed on the purchase

23 price and pay back details vary.

24 BY MR. PROPER:

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1 Q. Got it. So I think I understood

2 your answer, I just want to make sure. So,

3 can you point out to me on P-2 what terms

4 would change from deal to deal, and what

5 language would be the same for every

6 transaction?

7 MR. BERMAN: Objection.

8 MR. PROPER: You can answer.

9 THE WITNESS: So, the primary

10 item that would change is the fourth

11 paragraph detailing the purchase price.

12 Obviously sizes of transactions are

13 different depending on the industry and

14 clients receivables.

15 BY MR. PROPER:

16 Q. Okay.

17 A. And to go back to the

18 underwriting point I made before, the

19 percentage, here the non specified

20 percentage is based on the cash flow basis

21 for that client, meaning are they able to

22 sustain based on the receivables the amount

23 of payments they are planning to pay back.

24 Q. Which number are you referring

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1 to?

2 A. The 25 percent.

3 Q. Okay, so is it your testimony

4 that the daily payment under this

5 agreement, which is how much?

6 A. $5,000.75.

7 Q. That should, based upon your

8 underwriting, approximate 25 percent of the

9 daily receipts for this business?

10 A. No, not necessarily.

11 Q. Okay. How do you come up with

12 the daily payment in relation to the

13 specified percentage, which in this case

14 was 25 percent?

15 A. So the daily payment is an amount

16 that underwriting decides is -- that is

17 sustainable under our client's

18 underwriting, the cash flow percentage.

19 The 25 percent listed on there is a

20 guideline for them to use, but doesn't

21 necessarily reflect that precise

22 percentage. It may be higher or lower

23 depending on the clients worthiness for the

24 factoring agreement. If they're confident

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1 or not, or worried about it. There's

2 different criteria for the underwriting.

3 Q. So in this particular case, was

4 the $5,000.25 -- strike that. Was the

5 $5,000.75 daily payment 25 percent of my

6 clients expected future receivables?

7 A. No.

8 Q. Okay. Was it less or was it

9 more?

10 A. It should be less.

11 Q. Do you know how much less?

12 A. No, not specifically.

13 Q. Is there something in the

14 underwriting matrix that would tell you how

15 much 25 percent of the future expected

16 receivables should be on a daily basis?

17 A. Yes.

18 Q. And do you know what that number

19 is?

20 A. I don't, but that underwriting

21 matrix that's objective, as I mentioned, it

22 is to determine proportionality with their

23 cash flow.

24 Q. Okay. The 110 days is not a

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1 term, correct?

2 A. That's correct.

3 Q. Can you turn to the second to the

4 last page of exhbiit-2.

5 MR. BERMAN: I also just wanted

6 to tell you to check your email, you have

7 the checklist he referred to.

8 BY MR. PROPER:

9 Q. Are you familiar with schedule A?

10 A. Yes.

11 Q. Is schedule A a common schedule

12 for your MCA agreements?

13 A. Yes.

14 Q. Okay, and I want to direct your

15 attention to the middle of the page, and it

16 has some language, I think it's right under

17 specified percentage, 25 percent. Do you

18 see that?

19 A. Yes.

20 Q. What does that say?

21 A. Specified --

22 Q. The line right under that?

23 A. Underneath specified percentage?

24 Q. Yeah.

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1 A. The term of MCA consolidation

2 program?

3 Q. Yeah, what does that mean?

4 MR. BERMAN: Objection. You can

5 answer.

6 THE WITNESS: So a consolidation

7 program, they have to establish a number of

8 installments that it's going to be paid

9 back under.

10 BY MR. PROPER:

11 Q. So when this says term of MCA

12 consolidation program, does that mean my

13 client was required to pay back the money

14 you gave to its business in 110 days?

15 MR. BERMAN: Objection.

16 THE WITNESS: Not in a 110

17 calendar days, but in 110 installments

18 reflected as business days.

19 BY MR. PROPER:

20 Q. Business days, so let me ask that

21 in a clearer way. My client, under this

22 arrangement, was required to pay back the

23 money you gave to its business in 110

24 business days, correct?

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1 MR. BERMAN: Objection.

2 THE WITNESS: The -- yes.

3 BY MR. PROPER:

4 Q. And the 110 business days under

5 schedule A is referred to as the term of

6 MCA consolidation program, correct?

7 A. On this, yes.

8 Q. And every schedule A that you use

9 has this same form language, where the term

10 of the MCA consolidation program, that

11 number would be taken from page one of the

12 agreement, correct?

13 MR. BERMAN: Objection.

14 THE WITNESS: Not necessarily.

15 It depends on the client, and it depends on

16 the transaction.

17 BY MR. PROPER:

18 Q. Right. Does every agreement have

19 a daily specified amount, and the days that

20 this specified amount has to be repaid?

21 A. No.

22 Q. Okay. So you're telling me that

23 some agreements may require a daily payment

24 of some amount, but not say for how long?

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1 A. No, there's different structures.

2 Q. So it may not be daily, it may be

3 weekly or biweekly?

4 A. Sure.

5 Q. What percentage of your deals are

6 daily would you say?

7 MR. BERMAN: Objection. Don't

8 answer.

9 BY MR. PROPER:

10 Q. Was it typical for you to enter

11 into payback arrangements where the

12 merchant was repaying you on a daily

13 business basis?

14 MR. BERMAN: Objection.

15 THE WITNESS: Can you restate

16 that?

17 BY MR. PROPER:

18 Q. Yeah, was it typical in terms of

19 the arrangement my client had where you

20 were debiting Fleetwood's account every

21 business day? Was that something that was

22 a typical arrangement with other merchants?

23 MR. BERMAN: Objection.

24 THE WITNESS: Yes.

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1 BY MR. PROPER:

2 Q. Okay. So provided that the

3 agreement was predicated upon business

4 days, the term of the agreement as

5 reflected on schedule A would have the

6 number of business days that would be

7 required to repay the purchased amount,

8 correct?

9 MR. BERMAN: Objection.

10 THE WITNESS: Yes.

11 BY MR. PROPER:

12 Q. Got it. And if you provide money

13 to a business, you expect that business to

14 repay that money during -- strike that.

15 When you provide money to a

16 business, you expect the business to pay

17 that money over the term specified in the

18 agreement, correct.

19 MR. BERMAN: Objection.

20 THE WITNESS: It depends on the

21 business. In general, that's what we

22 anticipate, but we have a provision for

23 under performance built into the business

24 model.

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1 BY MR. PROPER:

2 Q. What is the provision for under

3 performance?

4 A. So if there's any issues with

5 that client's receivables. Obviously there

6 is a percentage of default in the business,

7 we have to factor that in.

8 Q. What is -- is the failure to make

9 a payment specified in the agreement in the

10 event of default?

11 MR. BERMAN: Objection.

12 THE WITNESS: Yes.

13 BY MR. PROPER:

14 Q. Okay. Is a client indicating to

15 you that they don't have money in their

16 account sufficient to make a daily or

17 weekly payment as may be required by an

18 agreement in the event of default?

19 MR. BERMAN: Objection.

20 THE WITNESS: I'm sorry?

21 BY MR. PROPER:

22 Q. Let's talk about a daily payment.

23 A. Okay.

24 Q. If a client sends you an email

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1 and says: Don't debit by account today,

2 there's no money in it. Would that

3 technically be an event of default under

4 the agreement? I know you may work with

5 the client?

6 MR. BERMAN: Objection.

7 THE WITNESS: No.

8 BY MR. PROPER:

9 Q. If a client writes to you and

10 says, there's no money in my account, and

11 you're unable to debit my client's account,

12 as that an event of default under the

13 agreement?

14 MR. BERMAN: Objection.

15 BY MR. PROPER:

16 Q. I thought you just said the

17 failure to make a payment is an event of

18 default?

19 A. No, if they have four returned

20 payments.

21 Q. Okay.

22 A. We work with our clients.

23 Q. I understand. So, if you tried

24 to debit my clients account one time and

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1 there's no money, is that an event of

2 default?

3 A. No.

4 MR. BERMAN: Objection.

5 BY MR. PROPER:

6 Q. Two times, is that an event of

7 default?

8 MR. BERMAN: Objection.

9 THE WITNESS: No.

10 BY MR. PROPER:

11 Q. Three times, is that an event of

12 default?

13 A. No.

14 MR. BERMAN: Objection.

15 BY MR. PROPER:

16 Q. Four times, is that an event of

17 default?

18 A. Yes.

19 MR. BERMAN: Objection.

20 BY MR. PROPER:

21 Q. Now, you said you're willing to

22 work with your customers, correct?

23 A. Of course.

24 Q. And there were some instances

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1 where my client wrote to CBSG and advised

2 you that she did not have sufficient monies

3 in her account to make the daily payment.

4 You recall that, right?

5 A. Yes.

6 Q. And in those instances, would she

7 have been in default had you tried to debit

8 her account four times unsuccessfully?

9 MR. BERMAN: Objection.

10 THE WITNESS: Yes.

11 BY MR. PROPER:

12 Q. So rather than put her in

13 default, did you work with my client?

14 A. Yes.

15 Q. On how many occasions did my

16 client write to CBSG and advise you that

17 she didn't have enough receipts to pay you?

18 MR. BERMAN: Objection.

19 THE WITNESS: There were several

20 correspondences back and forth discussing

21 her ability to pay, and also to try to get

22 another MCA deal.

23 BY MR. PROPER:

24 Q. Okay.

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1 A. And restructure the payment,

2 which I believe they ended up doing

3 subsequently after about 30 days or so.

4 Q. Okay. Is there anything in --

5 just to circle back. On Exhibit-2 you

6 mention the things that changed from

7 agreement to agreement, I think you said it

8 was the fourth paragraph on the first page.

9 A. Correct.

10 Q. Is the rest of the agreement

11 standard form language that is in all of

12 these agreements?

13 MR. BERMAN: Objection.

14 THE WITNESS: Yes. Except for

15 the consolidation case, which may or may

16 not apply if it's part of the agreement.

17 BY MR. PROPER:

18 Q. Just refer to where on the

19 agreement is the consolidation piece?

20 A. In discussing the consolidation

21 program, which isn't always the case

22 depending the deal.

23 Q. Okay, so some deals you may not

24 be using -- strike that. Some deals the

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1 business may not be using funds to payoff

2 existing MCA agreements, right?

3 A. Correct.

4 Q. Is there anything in the form

5 agreement that we're talking about that

6 discusses this workout arrangement when a

7 borrower doesn't have money and you're

8 working with them?

9 A. No.

10 Q. Do you have any written policies

11 and procedures, whether in collections or

12 anywhere else that talk about the types of

13 things you're willing to do when a business

14 doesn't have money to pay you?

15 MR. BERMAN: Objection.

16 THE WITNESS: No.

17 BY MR. PROPER:

18 Q. Who is the person or persons at

19 CBSG or Full Spectrum that are empowered to

20 make modifications to an agreement?

21 A. That would be the collections

22 department.

23 Q. Okay. Is the collections

24 department out sourced?

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1 A. No.

2 Q. Who are the current employees in

3 CBSG's collections department?

4 A. It has none.

5 Q. It has none currently?

6 A. Right.

7 Q. Was there a collections

8 department with actual employees back in

9 January of 2017?

10 A. No.

11 Q. Is there a collections department

12 at CBSG currently?

13 A. No.

14 Q. Who handles collections for CBSG

15 currently?

16 A. Full Spectrum Processing.

17 Q. Prior to January 2017, did CBSG

18 have a collections department?

19 A. Yes.

20 Q. How many individuals were in the

21 collections department at the end of 2016,

22 ballpark?

23 A. Two or three.

24 Q. Who are the current employees of

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1 Full Spectrum that handle collections?

2 MR. BERMAN: Objection. Don't

3 answer the question.

4 BY MR. PROPER:

5 Q. Is there a collections policy?

6 A. No.

7 Q. Is there any policy at CBSG that

8 talks about finance charges?

9 A. No.

10 Q. Did CBSG charge my client finance

11 fees?

12 A. Yes.

13 Q. Do you recall how much, in total,

14 my client was charged in finance fees?

15 A. About $14,000.

16 Q. Okay. I'm going to show what's

17 been marked as Exhibit-45 in a prior

18 deposition?

19 MR. BERMAN: Just to be clear,

20 these are the exhibits that I used at the

21 Fleetwood's deposition?

22 MR. PROPER: Yes. I was just

23 about to do that, thank you.

24 BY MR. PROPER:

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1 Q. Have you seen this document

2 before?

3 A. Yes.

4 Q. Did you review this document in

5 preparation for your deposition?

6 A. Yes.

7 Q. Okay. What is this document?

8 A. This is a payment history for the

9 client including any returns, holds, or

10 fees charged additionally.

11 Q. Okay. Why were additional fees

12 charged to my client?

13 A. The client requested a

14 modification to their payment amount. They

15 negotiated verbally that wouldn't be able

16 to facilitate that at an additional cost.

17 Q. What's the thought process from

18 CBSG's prospective on charging a finance

19 fee when there's a modification done?

20 A. There is negotiation in extending

21 the amount of days for the pay back of the

22 RTR.

23 Q. So is the finance fee based upon

24 an expected adjusted to the term?

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1 MR. BERMAN: Objection.

2 THE WITNESS: No.

3 BY MR. PROPER:

4 Q. So how did you, for instance,

5 calculate a finance charge on February 3,

6 2017 -- strike that.

7 Off the record.

8 - - -

9 (Whereupon a short recess was

10 taken.)

11 - - -

12 BY MR. PROPER:

13 Q. Taking a look at the second page

14 of Exhibit-45, there's a reference on March

15 17, 2017 to a finance fee in the amount of

16 $7,001. Do you see that?

17 A. Sure.

18 Q. How was that finance fee

19 calculated?

20 A. They negotiated.

21 Q. Who negotiated it?

22 A. The collector or customer service

23 rep that's discussing with the client.

24 Q. Who was the specific person that

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1 was negotiating this fee with my client?

2 A. I don't recall who specifically

3 discussed this fee.

4 Q. Do you have some document that

5 would reflect communications between some

6 person and my client about this fee?

7 A. No, there's no documentation

8 about that.

9 Q. Do you have a case management

10 system where CBSG representatives type in

11 notes to reflect the sum and substance of

12 conversations they have with customers?

13 A. No.

14 Q. Did you speak to someone at CBSG

15 or Full Spectrum about this particular fee?

16 A. No.

17 Q. You testified previously that

18 this was a fee negotiated with my client,

19 correct?

20 A. Correct.

21 Q. What's the basis for you making

22 that statement?

23 A. Basis on review of this file and

24 discussion with the department.

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1 Q. Who specifically did you discuss

2 this with?

3 A. The collections department.

4 Q. Who specifically in the

5 collections department?

6 A. Anthony Fazio.

7 Q. And Mr. Fazio was the one that

8 spoke to my client?

9 A. I don't know.

10 Q. Did Mr. Fazio communicate to you

11 something about this particular fee?

12 A. That it was done as a negotiation

13 with the client in order for them to pay a

14 reduced payment after the $5,000 amount.

15 Q. What information was Mr. Fazio

16 relying upon?

17 A. That's discussions within their

18 department.

19 Q. So you don't know the name of the

20 person specifically that this alleged

21 conversation with my client?

22 A. No, we have a large collections

23 department.

24 Q. Did you review any documents that

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1 referenced this alleged negotiation with my

2 client?

3 A. No.

4 Q. Are there any written documents

5 that you came across that reference an

6 alleged negotiation of this fee with my

7 client?

8 A. No.

9 Q. So this $7,001 would have been

10 added to the total repayment amount due and

11 owing under the agreement, correct?

12 A. That's correct. It's a fixed

13 amount added to the balance directly.

14 Q. So the balance went from

15 $309,338.25 to $316,339.25, correct?

16 A. Correct.

17 Q. And it's your testimony that

18 there would be no written document sent to

19 the customer advising him or her about the

20 imposition of a finance fee, correct?

21 MR. BERMAN: Objection.

22 THE WITNESS: There was. This

23 was done two days. They have access to

24 their online log in, so they can go and

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1 review their payment history and any

2 associated fees with their balance. And we

3 also supply current balance letters and

4 payoff letters. I believe five were

5 produced with this particular client to

6 confirm that this fee was assessed as part

7 of their negotiation.

8 BY MR. PROPER:

9 Q. The payoff letter -- is the

10 payoff letter Exhibit-45 or some other

11 document?

12 A. It's a different payoff letter

13 every time they request it.

14 Q. Is the payoff letter just a

15 letter advising my client what the amount,

16 the total fixed amount due under the

17 agreement is at that point in time?

18 A. It can, and it's often provided

19 with a payment history with the current

20 balance for the client.

21 Q. In my client's case, was she just

22 given a document setting forth the amount

23 that had to be repaid, or did it also

24 attach a detailed breakdown of payments and

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1 fees that were imposed like Exhibit-45?

2 MR. BERMAN: Objection.

3 THE WITNESS: I'm unsure, at

4 least it was the balance for the current

5 date.

6 BY MR. PROPER:

7 Q. If it was just a balance, then

8 the balance wouldn't reflect the imposition

9 of a finance fee on a particular date,

10 right?

11 MR. BERMAN: Objection.

12 THE WITNESS: Right, but they

13 have access to their client portal, which

14 they often look up and we can verify that

15 they have accessed it.

16 BY MR. PROPER:

17 Q. Were you able to verify that my

18 client accessed the client portal?

19 A. No, I don't have verification

20 specifically for this.

21 Q. Does that mean you looked and my

22 client didn't access the client portal?

23 A. No, I didn't look.

24 Q. So you had the means to know

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1 whether my client looked for information on

2 the client portal, but at this point you

3 haven't done that, right?

4 A. They often do. It's assumed that

5 they do because they refer to specific

6 items in their discussions with

7 collections.

8 Q. Just to take us out of

9 assumptions, do you know for a fact, one

10 way or another, whether or not my client

11 accessed the client portal?

12 A. Yes.

13 Q. You know for a fact it did or it

14 did not?

15 A. It did based on our discussions

16 with collections.

17 Q. So let's talk about the basis for

18 that answer. You said you know my client

19 did based upon discussions with

20 collections. So what discussions with

21 collections are you referring to that makes

22 you certain that my client accessed the

23 client portal?

24 A. In reviewing this payment history

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1 with collections as part of preparation for

2 this, we went over the story of the client

3 on their returns, the fees assessed, and

4 any help payments that they had. So there

5 was a discussion about the general history

6 of this client, and the payments that they

7 were making.

8 Q. As part of this discussion, did

9 you instruct somebody to look for

10 verification whether or not my client

11 accessed the client portal?

12 A. We didn't need to. They

13 generally all log on to the portal.

14 Q. So it was based upon someone's

15 assumption in the collections department?

16 A. No, it's standard practice.

17 Almost everyone logs into the portal.

18 Q. How do you know my client fell

19 within the "almost everyone"?

20 A. Because they were citing specific

21 dates and payment amounts on the portal in

22 negotiations with our collections

23 department.

24 Q. What specific document are you

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1 referring to that my client was referencing

2 the payment of a $7,000 finance fee?

3 A. The payment history available on

4 the portal.

5 Q. And the document that you are

6 relying upon to show that my client

7 accessed the portal is what?

8 A. I don't have a document. I'm

9 talking about the verbal discussions we had

10 with collections with regards to this

11 client, and the assessment for the fees

12 that they paid off.

13 Q. Got it. Who was at this meeting

14 with the collections department, you and

15 who else?

16 A. Me and Fazio.

17 Q. You and Fazio. Was Fazio the

18 person dealing directly with my client or

19 no?

20 A. No.

21 Q. So you've got second hand

22 information that makes you certain that my

23 client accessed the portal when you could

24 have verified this very easily, but decided

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1 not to, right?

2 MR. BERMAN: Objection.

3 THE WITNESS: It wouldn't have

4 been easy. We shifted to a new client

5 portal that we're currently using. It's

6 not the same system in 2017.

7 BY MR. PROPER:

8 Q. How long would it have taken you

9 to find out if my client accessed the

10 client portal?

11 A. It depends. We would have to

12 figure out the IT logistics behind it.

13 Q. Ballpark? You speak to someone

14 in your IT department. How long do you

15 think it would have taken?

16 A. It really does depend on the

17 structure because we have never gone back

18 into that old collections portal.

19 Q. Got it.

20 A. It's been decommissioned, and

21 it's archived.

22 Q. Okay. How about on February --

23 strike that.

24 How about on May 1, 2017 my

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1 client was charged $4,000. Why?

2 A. It's the same nature. They had a

3 discussion on what they were looking for as

4 far as payments, and they agreed to that

5 amount.

6 Q. Why was there a need for a

7 finance fee at all?

8 A. Because the amount of

9 installments required to pay back the RTR

10 was increased.

11 Q. Why was it increased?

12 A. Because we agreed that the

13 payment would be reduced in order for this

14 thing to make sense mathematically on the

15 total RTR required to be paid back, we

16 would do that. We also got into a

17 discussion of helping them find an SBA deal

18 to payoff this transaction.

19 Q. Why did the payment need to be

20 reduced at all?

21 A. Because at the request of the

22 client.

23 Q. Why did the client request a

24 reduction?

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1 A. The client does it for different

2 reasons.

3 Q. Why did this client do it?

4 A. The clients often do it because

5 they want to pay back a different deal or

6 they have other use for their capital in

7 their business that makes sense to them.

8 Q. Yeah, I'm not talking about

9 anyone but my client. What did you do in

10 anticipation of this deposition to

11 determine why my client was asking for a

12 reduced payment on May 1, 2017?

13 A. We reviewed our discussions with

14 collections in regards to those finance

15 fees.

16 Q. So, what did my client tell

17 collections on or about May 1, 2017 about

18 her financial condition of the business?

19 A. She was not specific.

20 Q. Did my client ever advise CBSG

21 orally or in writing that my client didn't

22 have enough money to make the May payment?

23 A. Yes.

24 Q. So she was specific that she

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1 didn't have money in her account, and

2 that's why the reduction happened?

3 A. Not necessarily. A client will

4 often say that they don't have money in the

5 account, and then we go and check it and

6 they have capital in the account.

7 Q. Okay. In this particular case,

8 on or about May of 2017, did my client

9 advise CBSG or Full Spectrum that it did

10 not have sufficient funds in its account to

11 make the daily payment?

12 A. Yes.

13 Q. Okay, and did my client also make

14 the same representation to you in March of

15 2017 that she did not have sufficient funds

16 to make the daily payment?

17 A. Yes.

18 Q. Okay. And what, if anything, did

19 your collections department do to verify

20 whether or not my client was being honest

21 with you?

22 A. They verified the client

23 balances.

24 Q. Okay, and when collections

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1 verified the collection balances in March

2 and May of 2017, did you confirm that my

3 client was being honest or dishonest about

4 not having enough money to make the daily

5 payment?

6 MR. BERMAN: Objection.

7 THE WITNESS: They were.

8 BY MR. PROPER:

9 Q. They were what?

10 A. That there was not sufficient

11 funds to run it.

12 Q. And based upon your investigation

13 checking the accounts, did you confirm that

14 my client was being truthful with you?

15 A. Yes.

16 Q. Okay. So, my client tells you in

17 March and May, I don't have enough money, I

18 can't make the daily payment. You look

19 into it and confirm that was an accurate

20 and truthful statement, yes?

21 A. Yes.

22 Q. And that's when the negotiation

23 took place and you said, okay, you still

24 got to make some payments, but we're

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1 willing to work with you and we're going to

2 reduce the payment for some period of time,

3 right?

4 A. Correct. Or hold it in the case

5 of 4/11/17.

6 Q. Got it. But in order to work

7 with the customer, in this case my client,

8 you needed to make some additional monies

9 because you're effectively extending the

10 term?

11 A. No.

12 MR. BERMAN: Objection.

13 THE WITNESS: No. We were

14 financing receivables as part of that

15 negotiation. She was saying there would be

16 more money from the receivables we factored

17 coming in subsequently.

18 BY MR. PROPER:

19 Q. Right, but the reason you're

20 charging the finance fee is because you're

21 getting paid back in a longer period of

22 time, right?

23 MR. BERMAN: Objection.

24 THE WITNESS: No. It's because

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1 of the exact same structure that the

2 initial deal was struck.

3 BY MR. PROPER:

4 Q. So the finance fee is charged for

5 what purpose?

6 A. Because there is an extension to

7 the number of installments on her

8 receivables that would be coming in.

9 Q. I thought that's what I just

10 said. Okay.

11 A. Let me just clarify. It's not a

12 time basis. We're very particular about

13 that because it's not being amortized or

14 accrued on some kind of actual calculation

15 based on a percentage. It is based on the

16 cash flow and receivables that were

17 originally factored, and if there was a

18 delay in that receivables based on the cash

19 flow coming in for the business, we will

20 extend the receivables and the amount of

21 installments out as if we renegotiated the

22 original contract.

23 Q. So under the original agreement,

24 my client was required to pay you the money

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1 in 111 business days, we went over this.

2 MR. BERMAN: Objection.

3 THE WITNESS: No. You keep tying

4 it back to time. I don't think you

5 understand.

6 BY MR. PROPER:

7 Q. I'm sorry?

8 A. You keep tying it back to time.

9 It's not the amount of days, it's the

10 amount of installments on the RTR.

11 Q. How many installments were there

12 on the RTR for this deal?

13 A. 110.

14 Q. Was it a fixed amount?

15 A. It was a fixed amount.

16 Q. Okay. And then the fixed amount

17 of 110 days, business days when my client

18 didn't have funds to make a daily payment

19 and that fixed period had to be extended,

20 more money was needed?

21 MR. BERMAN: Objection.

22 THE WITNESS: No, not more money.

23 BY MR. PROPER:

24 Q. Well, what is the finance fee but

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1 more money?

2 A. It's a restructure on the

3 original payment terms for the factored

4 receivables.

5 Q. Where in the agreement does it

6 talk about finance fees?

7 A. It's under the collections

8 expenses on schedule A.

9 Q. Can you just read me the specific

10 language you're referring to?

11 A. You're missing program fee

12 discussion on this service agreement.

13 Q. I thought I had everything. What

14 am I missing?

15 A. It's additional language we had

16 on subsequent versions of this schedule.

17 It's not included on here regarding that

18 finance fee in particular. It's part of a

19 renegotiation of the third paragraph with

20 recourse of the receivables.

21 Q. I want to understand something.

22 Are you saying that I'm missing a page or

23 that the form was subsequently amended to

24 add language about these fees?

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1 A. The subsequent form elaborated on

2 how this was negotiated for the receivables

3 under the paragraph 3.

4 Q. Okay. Can you just point to me

5 where in the agreement that my client

6 executed there's language about these

7 finance fees?

8 A. There is language about the

9 factoring of the receivables under

10 paragraph 3, which was the point of

11 negotiation with the collector.

12 Q. Just read to me whatever language

13 you're relying upon that entitles you to

14 charge a finance fee when my client didn't

15 have sufficient monies to make a daily

16 payment.

17 MR. BERMAN: Objection.

18 THE WITNESS: It's paragraph 3.

19 BY MR. PROPER:

20 Q. Just what language?

21 A. Factoring agreement with

22 recourse. The purchase amount shall paid

23 to CBSG by seller or merchants irrevocably

24 authorizing only one depositing account

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1 acceptable to CBSG to remit the daily

2 specified amount from the seller or

3 merchants receipts until such discernable

4 as CBSG receives payment in full for the

5 receipts purchased amount.

6 The discussion with the

7 collectors were additional receivables as

8 part of this negotiation.

9 BY MR. PROPER:

10 Q. So when you just read that

11 language from P-2, what is your

12 understanding as to what that language

13 obligates Fleetwood to do and entitles CBSG

14 to do if that doesn't take place?

15 MR. BERMAN: Objection.

16 THE WITNESS: To negotiate if

17 additional receivables would be part of

18 paying back the original RTR due to changes

19 on the agreed upon term.

20 BY MR. PROPER:

21 Q. What is RTR?

22 A. Right to receivables.

23 Q. Okay.

24 A. The $14,000 that was additional

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1 on top of the original agreement reflects

2 the additional right to receivable

3 negotiated upon with the collector.

4 Q. Is there a specific formula in

5 the agreement, P-2, that sets forth how

6 you're going to calculate the additional

7 fees?

8 A. There isn't. I have to stress,

9 it is a negotiation with the business

10 owner.

11 Q. Okay. Is there something in the

12 agreement that advises a customer that if

13 they don't have money to make the daily

14 payment and they have to restructure the

15 agreement, that there's going to be some

16 type of fee imposed?

17 MR. BERMAN: Objection.

18 THE WITNESS: No.

19 BY MR. PROPER:

20 Q. Can you look at paragraph 4.1 of

21 Exhibit P-2, please?

22 A. Yep.

23 Q. It says modification agreements?

24 A. Uh-huh.

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1 Q. No modification amendment waiver

2 or consent of any provision of this

3 agreement shall be effective unless the

4 same shall be in writing and signed by

5 purchaser. Did I read that correctly?

6 A. Yes.

7 Q. As part of your preparation for

8 this deposition, do you have a signed

9 document where my client agreed to pay

10 $7,001 on March 17, 2017?

11 MR. BERMAN: Objection.

12 THE WITNESS: It's at the

13 discretion of CBSG.

14 BY MR. PROPER:

15 Q. Where does it say that this

16 provision is at CBSG's discretion?

17 A. I have to review this.

18 Q. Yeah.

19 A. This is under appendix A under

20 the fee structure. In part of additional

21 service fees and also the returns that they

22 have -- that they had as far as the

23 rejected ACH. In regards to the --

24 Q. I'm sorry, what are you relying

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1 upon for your statement that a modification

2 agreement, which requires a writing signed

3 by the purchaser, is at the discretion of

4 CBSG?

5 A. You're missing a page.

6 Q. What am I missing, and I can get

7 someone to get it for you?

8 A. No. Sorry, I thought the bottom

9 of this was cut off. Under page two of the

10 agreement under 1.4 Future purchaser

11 reserves the right to rescind the offer to

12 make any purchase amounts hereunder in its

13 sole discretion. This was the point that

14 we use as a negotiation for the client in

15 determining if additional purchase of

16 receivables are warranted to resolve

17 requests from the client on any reduction

18 of payment or holds.

19 Q. Okay. What additional

20 receivables do you claim were sold in March

21 or May of 2017?

22 A. The standard receivables as part

23 of their normal course of business.

24 Q. I thought 1.4 said there were

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1 talks about the sale of additional

2 receivables, no?

3 A. They talked about it on the

4 phone, that in order to facilitate an

5 additional purchase of receivables or

6 modification of your payment, which is

7 again, a fixed piece on this contract, they

8 negotiated and agreement upon that future

9 receivables would be required to extent the

10 RTR needed to pay back this transaction.

11 It's a modification of RTR.

12 Q. Where does 1.4 use the word,

13 modification of an existing agreement?

14 A. They didn't. This was the point

15 of negotiation that they had. That's the

16 basis for having that negotiation.

17 Q. So you're relying upon 1.4 of the

18 agreement for the imposition of finance

19 fees, just so I'm clear?

20 A. Yes, primarily.

21 Q. Was there anything else?

22 A. There may be and have to discuss

23 this further.

24 Q. Where specifically on page two

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1 are you looking at. I got it.

2 A. The details under the terms of

3 the agreement.

4 Q. So the section titled Future

5 Purchases?

6 A. Yes.

7 Q. You're relying upon to charge

8 finance fees to modify an existing

9 agreement?

10 MR. BERMAN: Objection.

11 THE WITNESS: Yes.

12 BY MR. PROPER:

13 Q. Got it. We can agree that you

14 don't have any actual document between you

15 and my client where you advise my client of

16 finance fees, correct?

17 A. Correct.

18 Q. And -- but this was CBSG's policy

19 whenever an agreement was modified in this

20 nature, right, additional fees would have

21 to be charged?

22 MR. BERMAN: Objection.

23 THE WITNESS: No, there is no

24 policy for that. It's a case by case

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1 negotiation with the client, and they were

2 provided this detail and subsequent payoff

3 letters that they requested, and ultimately

4 paid off?

5 BY MR. PROPER:

6 Q. Which payoff letter advised my

7 client that $22,000 in finance fees were

8 charged?

9 A. The amounts reflected in the

10 payoff letters.

11 Q. Was there any document that was

12 specifically sent to my client informing

13 Fleetwood that $22,000 in finance fees were

14 charged?

15 A. No, that was primarily

16 communicated over the phone. There was

17 access, again, to this online portal that

18 allowed them to access in detail.

19 Q. Got it. Now, you talked about

20 $14,000, so I just want to go through the

21 math. March 17, $7,001 was charged to

22 extend my clients payment, right?

23 A. Uh-huh.

24 Q. Yes?

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1 A. Yes.

2 Q. And May 1 it was $4,000?

3 A. Yes.

4 Q. And on May 12 it was another

5 $4,000?

6 A. Yes.

7 Q. May 17, $3,200?

8 A. Yes.

9 Q. And June 21 was $4,000, right?

10 A. Correct.

11 Q. And if we add that up, $7,000

12 plus $4,000 is roughly 11, plus 4 is 15,

13 plus 3200 is $18,200, plus $4,000 is like

14 $22,000 and change, change, right?

15 A. Uh-huh.

16 Q. Yes?

17 A. Yes.

18 Q. So we can agree that over $22,000

19 in finance charges were assessed to my

20 client because she didn't have money to

21 make a daily payment, right?

22 A. No.

23 MR. BERMAN: Objection.

24 BY MR. PROPER:

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1 Q. Why -- go ahead.

2 A. So if you look at the bottom

3 total on this payment schedule, they had a

4 payoff of $85,907.95.

5 Q. Yeah.

6 A. Which netted out to a surplus of

7 $14,000 on top of their original pay back

8 of $547,600.

9 Q. Meaning what?

10 A. Meaning that based on this

11 accounting, that there were finance fees

12 which may have been incorrectly listed as

13 return payments.

14 Q. So you're saying with the final

15 payoff there was an adjustment made, and my

16 client was credited money?

17 A. Correct.

18 Q. How much was my client credited?

19 A. The delta from what we're seeing

20 are finance fees in the $14,000 as you've

21 approximated as 20 something.

22 Q. Okay, so the finance fees were

23 actually what that were imposed?

24 A. There's a $14,000 net payment

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1 higher than the original RTR on this, on

2 their final payoff letter.

3 Q. Why was the adjustment made?

4 A. Because of the finance fees

5 assessed, and she agreed in getting that

6 payoff done.

7 Q. Did my client agree to pay the

8 $22,000, and then you gave her a credit for

9 some reason or she didn't agree to the

10 $22,000 and there was a mistake? I'm

11 trying to find out what was going on.

12 MR. BERMAN: Objection.

13 THE WITNESS: Payoff letter she

14 received. I'm assuming your client is

15 doing their accounting on this as well, and

16 negotiating with our collectors. That

17 amount is what we received as a final

18 payment. That final payment is $14,000

19 more than the original $547,600 RTR. There

20 was an understanding on the final payoff

21 letter between us and the client for that

22 amount. If there's any errors, our

23 standard procedure is to reconcile that

24 with the client on the final payoff.

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1 BY MR. PROPER:

2 Q. So my client paid $14,000 more

3 than what the agreement required her to

4 pay?

5 MR. BERMAN: Objection.

6 THE WITNESS: Correct, and that's

7 a net out of the fees. Not just finance

8 fees, but the return payments as well.

9 BY MR. PROPER:

10 Q. Well, how much were the return

11 payment fees?

12 A. $100.

13 Q. So most of the $14,000 were the

14 finance fees?

15 A. Yes.

16 Q. Okay. What is Joe LaForte's role

17 with my client when she doesn't have money

18 to make a daily payment?

19 A. Often clients are will talk to

20 brokers they worked with in negotiating the

21 original deal.

22 Q. Does Mr. LaForte have a Par

23 Funding email address?

24 A. Yes, he does.

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1 Q. When do you allow non employees

2 of Par Funding to have a Par Funding email?

3 A. All the time.

4 Q. How many of your ISO's have Par

5 Funding emails?

6 A. A few of them.

7 Q. Which ones?

8 MR. BERMAN: Objection. You

9 don't have to answer that.

10 BY MR. PROPER:

11 Q. So you are permitting Mr. LaForte

12 to represent to my client that he's

13 employed by PAR Funding?

14 MR. BERMAN: Objection.

15 THE WITNESS: Yes.

16 BY MR. PROPER:

17 Q. And what role did Mr. LaForte

18 have in agreeing to reduce my clients

19 payments in charging her finance fees?

20 A. They often work with the

21 collectors in tandem with the client.

22 Q. Why was Mr. LaForte contacted?

23 Who contacted him?

24 A. The collections department. It

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1 depends on every client and who has the

2 best rapport in order to negotiate the

3 terms for payment.

4 Q. Do you know who specifically

5 asked Mr. LaForte to get involved in

6 dealing with my client?

7 A. No.

8 Q. What was his role specifically

9 with the modifications?

10 A. He may have negotiated on behalf

11 of the collector, or conveyed information

12 to the collections department.

13 Q. Do you know or are you guessing?

14 A. I don't know specifically.

15 Q. Okay. Did you speak to Mr.

16 LaForte in preparation for today's

17 deposition?

18 A. No.

19 Q. If he was involved with the

20 modifications, is there a reason you didn't

21 communicate with him?

22 A. No.

23 - - -

24 (Whereupon the court reporter

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1 marked P-10 for purposes of

2 identification.)

3 - - -

4 BY MR. PROPER:

5 Q. Did you review Mr. LaForte's

6 deposition transcript?

7 A. Yes.

8 Q. Was there anything that Mr.

9 LaForte testified to at his deposition that

10 you believe to have been inaccurate?

11 MR. BERMAN: Did you hear his

12 question?

13 THE WITNESS: Yes, I heard it.

14 BY MR. PROPER:

15 Q. Was there anything you recall

16 from Mr. LaForte's deposition that you

17 believe to be inaccurate?

18 A. No.

19 Q. Okay. Is Mr. LaForte authorized

20 to direct your collections department in

21 whether to make a modification or not?

22 A. No.

23 Q. Can you look at an email dated

24 March 17, 2017, which coincides with one of

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1 the finance fees?

2 A. Yes.

3 Q. Mr. LaForte writes an email to

4 Ken Calcagnini?

5 A. Yes.

6 Q. And Susan at PAR Funding is

7 copied on this email, correct?

8 A. Yes.

9 Q. And the email has a subject line:

10 Call me please, thanks. And Joe writes to

11 Ken and CCing Susan: Okay. Call this

12 bitch and tell her it starts that Monday.

13 That the ach carrier takes a day. Make

14 some shit up. Keep in mind we are doing

15 her a favor. But she owes a ton. Did I

16 read that will correctly?

17 A. Yes.

18 Q. Mr. LaForte seems to be directing

19 PAR Funding in terms of the modification

20 process, no?

21 A. Yes. Sales reps often use this

22 kind of communication with the company, but

23 it's not necessarily a directive that

24 decision is made internally in the

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1 collections department.

2 Q. Does Susan respond to Mr.

3 LaForte?

4 A. She writes in her response email:

5 I will call her.

6 Q. It common for Mr. LaForte to make

7 modification decisions and instruct

8 collections to act in accordance with his

9 direction?

10 MR. BERMAN: Objection.

11 THE WITNESS: No, it's not

12 common.

13 BY MR. PROPER:

14 Q. Was it a fair statement on March

15 17, 2017 that the bitch owes you a ton of

16 money?

17 A. I wouldn't use uncouth language.

18 Q. To you condone your

19 representatives to "make some shit up" when

20 dealing with your customers?

21 A. In communications internally

22 between our ISO reps and our staff, we

23 often speak in that manner.

24 Q. Did Susan make some stuff up when

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1 she spoke to my client?

2 A. What do you mean make some stuff

3 up?

4 Q. I don't know, Mr. LaForte was

5 telling her to make some shit up. I'm just

6 asking whether, in fact, she did when she

7 contacted my client as she said she was

8 going to do?

9 A. No. She discussed it per the

10 regular procedures we have in our internal

11 communications with our clients.

12 Q. What were the regular policies

13 that she was instructed to follow?

14 A. That is to address things in a

15 professional manner, and also discuss the

16 fees associated with here account in a

17 standard -- in manner consistent with our

18 department, our communication policy.

19 Q. Did you speak to Susan about what

20 the nature of her conversation was with my

21 client in March of 2017?

22 A. No.

23 Q. So how do you know that she

24 didn't "make some shit up" if you never

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1 spoke to her and asked her what she told my

2 client?

3 A. I spoke with other members in the

4 department.

5 Q. So your preparation for this

6 deposition was to speak to someone other

7 than Susan about what Susan said to my

8 client in March of 2017?

9 A. She was a terminated employee.

10 Q. Got it. When was Susan

11 terminated?

12 A. She left the company

13 approximately two and a half years ago.

14 Q. Did she voluntarily or was she

15 fired?

16 MR. BERMAN: Objection. You

17 don't have to answer.

18 BY MR. PROPER:

19 Q. Was she fired for reasons having

20 to do with Fleetwood?

21 A. No.

22 Q. Was she fired for lying to

23 customers?

24 A. No.

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1 - - -

2 (Whereupon the court reporter

3 marked P-11 for purposes of

4 identification.)

5 - - -

6 BY MR. PROPER:

7 Q. Just for the record, those are my

8 underlines. They are not yours.

9 This is an email from my client

10 to Joe Mack, which is Joe@PARFunding.com.

11 Do you see that?

12 A. Uh-huh.

13 Q. This is bates number

14 CBSG(Fleetwood)0000899. And my client

15 writes: Hi, Joe. Two things please. Can

16 you give me a ten day payoff of my loan and

17 do I get a break for paying this off early.

18 Did I read this correctly?

19 A. Yes.

20 Q. There's two additional -- three

21 additional lines that I'm not asking

22 questions about.

23 A. Sure.

24 Q. I didn't see a response to this

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1 particular email. Do you know if Mr. Mack,

2 or Mr. LaForte responded to this email?

3 A. I don't know.

4 Q. Okay. Do you know if anyone

5 respond to this email and advised my client

6 of apparently mistaken belief that this was

7 a loan?

8 A. There should be correspondence

9 from either the accounting department or

10 underwriting department.

11 Q. Okay. Did you see any such

12 correspondence in your preparation for this

13 deposition?

14 A. No. It's likely verbal.

15 Q. Okay.

16 A. And the issuance of the payoff

17 letters are usually what proceed the verbal

18 conversations.

19 - - -

20 (Whereupon the court reporter

21 marked P-12 for purposes of

22 identification.)

23 - - -

24 BY MR. PROPER:

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1 Q. Here is an email from my client

2 to Ken Jenkins at ken@parfunding.com and

3 Aida at aida@parfunding.com dated June 5,

4 2017. Do you see that?

5 A. Yes.

6 Q. It says bates number

7 CBSG(Fleetwood)000741. Who are Ken and

8 Aida?

9 A. Ken is the collections manager at

10 that time, and Aida is an accountant.

11 Q. Are they employees of PAR

12 Funding?

13 A. No.

14 Q. They're employees at Full

15 Spectrum?

16 A. That's correct.

17 Q. And my client writes: Hi all, is

18 it possible to reduce the payment to 3K

19 this week? Our loan that is to pay you off

20 has been delayed and need to pay vendors.

21 Need to know. Thanks.

22 Did I rad that correctly?

23 A. Yes.

24 Q. Do you have some email responding

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1 to my client's apparent misapprehension

2 that she was about to pay off a loan with

3 you?

4 MR. BERMAN: Objection.

5 THE WITNESS: No, this is

6 referring to a loan that was coming to her

7 to pay us off.

8 BY MR. PROPER:

9 Q. Okay. What was your role in the

10 SBA loan that my client secured to payoff

11 the money you gave to her?

12 A. I believe she was introduced to

13 the entity that ended up facilitating the

14 SBA loan.

15 Q. Say that again.

16 A. I believe she was provided the

17 company that ended up financing her SBA

18 loan.

19 Q. Who at CBSG helped my client with

20 that?

21 A. I'm not sure.

22 Q. What is the basis for your belief

23 that CBSG was the introducing party?

24 A. This is the discussion we had in

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1 regards to the preparation for the

2 deposition.

3 Q. Discussion with who?

4 A. Discussions with our collection

5 staff.

6 Q. Who specifically in your

7 collection staff told you that CBSG helped

8 my client get an SBA loan?

9 A. Fazio.

10 Q. Fazio. Were our clear with my

11 client when she contacted you that if she

12 didn't make her payments that she would be

13 in default under the agreement?

14 MR. BERMAN: Objection.

15 THE WITNESS: Yes.

16 BY MR. PROPER:

17 Q. And that would be standard that

18 when any customer contacts you and says, I

19 don't have money, the response is going to

20 be you either have to pay us or enter into

21 an agreement or you're going to be in

22 default, right.

23 MR. BERMAN: Objection.

24 THE WITNESS: Some sort of

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1 negotiation is taken.

2 BY MR. PROPER:

3 Q. And if a business is unable to

4 make any payment through some type of

5 modification and there's four NSF's, 0that

6 business is in default, correct?

7 MR. BERMAN: Objection.

8 THE WITNESS: It's in default,

9 yes.

10 BY MR. PROPER:

11 Q. And then there's remedies in the

12 agreement that CBSG has in the event of a

13 default, correct?

14 A. Yes.

15 Q. And what are some of those

16 remedies?

17 A. The first, we always have a

18 negotiation with the client.

19 Q. Assume the negotiation doesn't

20 result in an agreement about a reduced

21 payment.

22 A. Then we exercise the remedies as

23 detailed in the factoring agreement.

24 Q. And what are the common remedies

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1 that you would pursue in that circumstance?

2 A. End up in litigation.

3 Q. Would that frequently involve a

4 confession of judgment being filed?

5 MR. BERMAN: Objection. You

6 don't have to answer that question.

7 BY MR. PROPER:

8 Q. The remedies under the agreement,

9 do they include the filing of a confession

10 of judgment?

11 A. Yes.

12 Q. And the remedies under my clients

13 agreement, also include executing on the

14 UCC lien that was filed, correct?

15 MR. BERMAN: Objection.

16 THE WITNESS: Yes.

17 BY MR. PROPER:

18 Q. And the remedies would include

19 going after my clients personally because

20 they executed personal guarantees, correct?

21 A. If in default, yes.

22 Q. And these are common remedies

23 that are in every agreement, right?

24 MR. BERMAN: Objection.

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1 THE WITNESS: Yes, on the

2 standard factoring agreement, yes.

3 BY MR. PROPER:

4 Q. If my client didn't generate any

5 receivables from day one, you would have

6 the right to go after my client personally

7 under this agreement?

8 A. Yes.

9 Q. And this form agreement that

10 we've spoken about, how long has this

11 agreement been in use?

12 A. This draft or this --

13 Q. This form with all the different

14 form language that's in my clients

15 agreement, how long has that been in use?

16 MR. BERMAN: Objection.

17 THE WITNESS: We've had a form of

18 this agreement since 2012.

19 BY MR. PROPER:

20 Q. Okay.

21 A. But it has been revised heavily.

22 Q. The version, say from January of

23 2015 to present, has your form always had

24 an attorney's fee provision that would

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1 entitle CBSG to attorney's fee that are

2 incurred to enforce the agreement?

3 MR. BERMAN: Objection. You

4 don't have to answer what the present is.

5 If you want to answer to '17, if you even

6 know, answer it.

7 THE WITNESS: I believe it did at

8 that time.

9 BY MR. PROPER:

10 Q. So from 2015 through 2017, there

11 was that attorney's fee provision that was

12 only for CBSG's benefit, correct?

13 MR. BERMAN: Objection.

14 THE WITNESS: Yes.

15 BY MR. PROPER:

16 Q. Okay, and then there was also on

17 all these form agreements during that time

18 period -- and all my questions now are

19 going to be during that 2015 and 2017 time

20 period.

21 A. Sure.

22 Q. All the agreements had class

23 action waivers, correct?

24 A. Yes.

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1 Q. And all the agreements had choice

2 of law provisions, correct?

3 A. That's correct.

4 Q. And all the agreements had choice

5 of venue provisions, correct?

6 A. Yes.

7 Q. And all the agreements had --

8 were the attorney's fees, choice of law,

9 choice of venue, class action waivers all

10 the same form agreement during this time

11 period?

12 MR. BERMAN: Objection.

13 THE WITNESS: From?

14 BY MR. PROPER:

15 Q. '15 to '17.

16 A. There were certainly

17 modifications made during that time.

18 Q. What were the nature of the

19 modifications?

20 A. There were done -- listing what

21 sort of fees would be part of the MCA

22 agreement.

23 Q. What do you mean?

24 A. The amount of the fees, perhaps.

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1 Q. So all the agreements had certain

2 language about fees, right?

3 A. Yes.

4 Q. What fees are you talking about?

5 A. The ACH fees, default fees,

6 collections fees, program fees, origination

7 fees.

8 Q. So all of them had some ability

9 for CBSG to re-coop fees, the amounts of

10 the fees may have changed, right?

11 MR. BERMAN: Objection.

12 THE WITNESS: Yes.

13 BY MR. PROPER:

14 Q. And all of the agreements had the

15 schedule A in the form of that agreement,

16 right?

17 A. In some form, yes.

18 Q. And all of the agreements had the

19 language that if there's four NFS's, the

20 business is in default, correct?

21 A. I can't say with certainty, I

22 would have to look at those. Especially in

23 the early 2015 there may have been

24 significant differences for that.

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1 Q. But you don't know one way of the

2 other?

3 A. Right.

4 Q. But we have since obtained

5 agreements during that time period, so we

6 can look at those forms and see if there's

7 any changes, right?

8 A. Since 2017?

9 Q. Are you aware that recently

10 within the last three or four days, your

11 attorneys on your behalf have produced the

12 agreements with the Texas merchants that

13 are part of the proposed class in this

14 case?

15 A. Yes.

16 Q. So we don't necessarily need you

17 to answer whether changes have been made,

18 we can look at those agreements and see

19 whether there's been any changes in the

20 language, right?

21 A. Yes.

22 Q. So we can compare attorney's

23 fees, provisions, and class waivers, and

24 choice of law, and we can see if those

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1 forms are the same with respect to those

2 provisions, correct?

3 A. Of course.

4 Q. And we can look at the agreements

5 and see if they're the same with respect to

6 all of this form language, right?

7 MR. BERMAN: Objection. Tell him

8 it's redacted, right? You're making

9 representations, so tell him what the

10 agreements show. You're saying you can see

11 things, he's testified as to certain

12 things. So do want to tell him what's

13 redacted?

14 MR. PROPER: Do I want to tell

15 him that the customers names are redacted?

16 MR. BERMAN: And, I don't know,

17 other identifying information?

18 MR. PROPER: Well, you want to

19 answer, go ahead.

20 MR. BERMAN: I'm not answering,

21 but he's not a lawyer.

22 MR. PROPER: So put on the record

23 what's been redacted so we're clear.

24 MR. BERMAN: All identifying

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1 information from those agreements have been

2 redacted.

3 MR. PROPER: Has the form

4 language been redacted?

5 MR. BERMAN: You have the

6 agreements.

7 MR. PROPER: No, I'm asking you.

8 You did the redaction.

9 MR. BERMAN: I made my statement.

10 I didn't do the redaction.

11 MR. PROPER: I'm representing to

12 you that none of the form language has been

13 redacted.

14 BY MR. PROPER:

15 Q. So, assuming that none of the

16 form language has been redacted, we can

17 look at the different clauses and see if

18 they're the same from my client's agreement

19 for the rest of the proposed class, right?

20 A. Yes.

21 Q. Okay. Are you aware of any

22 material differences in the form language

23 starting on page two of Exhibit P-2 under

24 the terms of enrollment and program between

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1 '15 and '17.

2 A. Page two of P-2?

3 Q. Yeah. Are you aware of any

4 changes from '15 to '17 with respect to

5 clause 1.1?

6 A. No.

7 Q. How about clause 1.2, are you

8 aware of any changes?

9 A. No.

10 Q. 1.3?

11 A. No.

12 Q. 1.4?

13 A. No.

14 Q. 1.5?

15 A. No.

16 Q. 1.6?

17 A. No.

18 Q. How about 1.7, 1.8, 1.9 or 1.10,

19 any changes?

20 A. No, I don't have any.

21 Q. How about the power of attorney

22 provision in 1.11, any changes?

23 A. No.

24 Q. How about anything on the

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1 remainder of page 2 of P-2, page 3, or page

2 4?

3 A. There was language changed on

4 part 3, the event of default and remedies.

5 Q. What specifically?

6 A. The detail of the remedies

7 referenced in section 4.2.1 were modified.

8 Q. When and how?

9 A. We would have to get into that

10 with the prior iteration of the contract.

11 Q. What's your general understanding

12 of when and what was changed?

13 A. The actual remedies themselves

14 and the types of fees assessed.

15 Q. Was the provision that it was an

16 event of default if the merchant, I'm

17 referring to 3.1C, merchant shall admit in

18 writing its inability to pay it debts or

19 shall make a general assignment for the

20 benefit of creditors, or any proceeding

21 shall be instituted by or against merchants

22 seeking adjudicate bankrupt or insolvent,

23 or seeking reorganization, arrangement,

24 adjustment, or composition of it or its

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1 debts. Was that provision changed or

2 modified at all from '15 to '17?

3 A. I believe so, yes.

4 Q. When and how?

5 A. I believe it was done with our

6 counsel at the time, Norm Vals. We had a

7 specific meeting with regards to the event.

8 MR. BERMAN: Don't talk about

9 counsel discussions.

10 THE WITNESS: Sure.

11 BY MR. PROPER:

12 Q. What was changed?

13 A. The specific events of default

14 and what constituted it.

15 Q. Was this provision removed at

16 some point in time?

17 A. It was not removed, it was

18 modified.

19 Q. Modified how?

20 A. The specific terms of what

21 constituted the event of default.

22 Q. So in this agreement with my

23 client, my client was in default if it

24 admitted in writing that it was insolvent,

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1 or a proceeding voluntary or involuntary

2 and bankruptcy was filed?

3 A. Yes.

4 Q. How was that requirement changed?

5 A. This requirement is likely still

6 there from the prior version.

7 Q. Got it. Was the requirement that

8 the business sign a security agreement, or

9 rather the owners of the business sign a

10 security agreement, was that standard from

11 '15 to '17?

12 MR. BERMAN: Objection.

13 THE WITNESS: No, it wasn't at

14 the beginning of '15.

15 BY MR. PROPER:

16 Q. When was the security agreement

17 included to the form?

18 A. It would have at the same time we

19 revised the defaults.

20 Q. Which was when in '15?

21 A. It wasn't in '15, it was sometime

22 in 2016. I want to say later in the year.

23 Q. So the first time CBSG started

24 using security agreements as part of its

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1 form agreement was some time in 2016?

2 A. I believe so.

3 Q. How about personal guarantees,

4 how long had that been used?

5 A. That should have there from 2015

6 to 2017.

7 Q. And the disclosure for confession

8 of judgments, was that used during that

9 entire period?

10 A. Yes, but there was modifications

11 to the language as well.

12 Q. What type of modifications?

13 A. I don't think it was anything

14 substantial.

15 Q. And then there's the fee

16 structure on page 12, which lays out, among

17 other things, the NSF fee and the up to

18 four times only before default is declared

19 language. Was the form in appendix A the

20 same form used during this entire period,

21 from '15 to '17?

22 A. That's what I was referring to as

23 some of those amounts were adjusted.

24 Q. I understand. So, for instance,

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1 the risk assessment fee, or the UCC fee, or

2 the origination fee, the amounts of those

3 fees may have changed?

4 A. Yes.

5 Q. Understood. Otherwise the form

6 remained the same?

7 A. Yes, largely.

8 Q. And how about the first page of

9 P-2, the language under this is a factoring

10 agreement with recourse. Did that language

11 in the form stay the same during this

12 period?

13 A. No, there were changes to that as

14 well.

15 Q. What changes?

16 A. I would have to get into the

17 older version, the highlighted.

18 Q. What is your understanding of the

19 changes?

20 A. The changes were done to clarify

21 what the structure of the contract was with

22 factoring.

23 Q. Was there any change to the

24 requirement that you read earlier in the

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1 first sentence that the business was, I'm

2 paraphrasing, absolutely required to repay

3 the monies until the receipts purchase

4 amount was paid in full?

5 A. No, I don't believe so.

6 Q. So that language about absolutely

7 repaying the monies you're giving to the

8 borrowers stayed the same?

9 A. Yes.

10 Q. Okay. How about the form in

11 terms of the purchase price specified

12 percentage, the daily amount, and the

13 receipts purchased amount? I know the

14 amounts change from agreement to agreement,

15 but was the form the same with that type of

16 information?

17 A. It's effectively the same

18 structure.

19 Q. Okay. Do you know whether or not

20 it's common in the MCA industry for all of

21 these agreements to have class action

22 waivers and choice of law provisions a type

23 of form language your agreements have?

24 MR. BERMAN: Objection.

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1 THE WITNESS: I'm not aware if

2 it's standard practice for everyone, but it

3 is in ours.

4 BY MR. PROPER:

5 Q. Did you review any of the other

6 agreements that my client had with MCA

7 companies in this case, like Yellowstone

8 and Snap and some of the others?

9 A. No.

10 Q. Okay, so you're not aware, as you

11 sit here today, whether or not those

12 agreements also contain action waivers?

13 A. I am not aware.

14 Q. Can you explain to me your

15 understanding of the reconciliation

16 provision in the agreement?

17 MR. BERMAN: You're referring to

18 Exhibit-2?

19 MR. PROPER: Yes.

20 BY MR. PROPER:

21 Q. Do you know what a reconciliation

22 provision is?

23 A. You mean determining the

24 accounting behind the clients receivables.

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1 Q. I'm just asking do you know what

2 I mean by a reconciliation provision?

3 A. No.

4 Q. Okay. Have you personally ever

5 been involved in a reconciliation with a

6 merchant?

7 A. Yes.

8 MR. BERMAN: You don't have to

9 answer that.

10 BY MR. PROPER:

11 Q. Are you aware of how many Texas

12 businesses CBSG has identified as being

13 part of the proposed class?

14 A. No.

15 Q. At some point in time was the

16 form agreement that my client used --

17 strike that.

18 Let's take a quick break.

19 - - -

20 (Whereupon a short recess was

21 taken.)

22 - - -

23 BY MR. PROPER:

24 Q. So, does CBSG have offices other

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1 than the North 3rd Street?

2 A. CBSG doesn't have an office on

3 North 3rd Street.

4 Q. Oh, it doesn't. Okay.

5 A. So yes it does, in Florida.

6 Q. Okay, so tell me everyplace CBSG

7 has an office?

8 A. Just Florida.

9 Q. How many employees of CBSG work

10 out of the Florida office?

11 A. Just Lisa when she's down there.

12 Q. How many employes does CBSG

13 currently have?

14 A. One.

15 MR. BERMAN: Don't answer.

16 BY MR. PROPER:

17 Q. Just Lisa. What are Lisa's

18 responsibilities? Actually, let me ask a

19 different question. What is Lisa's title

20 with CBSG?

21 A. She's the President.

22 Q. And what are Lisa's -- I'll be

23 more formal. What are Ms. McElhone's

24 responsibilities as President of CBSG?

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1 A. General oversight of the

2 business.

3 Q. What sole, if any, did Ms.

4 McElhone have with this transaction?

5 A. No direct involvement with that

6 specific transaction.

7 Q. Was Ms. McElhone consulted with

8 respect to my clients request to reduce

9 payments?

10 A. No.

11 Q. There was a reference in one of

12 the email that my client was told was going

13 to be a credit committee meeting with

14 respect to one of her requests. Do you

15 recall that email?

16 A. Yes.

17 Q. Okay. Ms. McElhone is on the

18 credit committee, correct?

19 A. Yes.

20 Q. Did you ask Ms. McElhone whether

21 she had any memory of the credit committee

22 meeting where my client came up?

23 A. I asked her.

24 Q. Okay, and was her response?

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1 A. It wasn't one of the matters she

2 reviewed in the credit committed.

3 Q. How does that work that there was

4 a credit committee meeting, but she

5 wouldn't have been involved with my clients

6 request?

7 A. The credit committee makes

8 decisions. It doesn't have to be the

9 entire committee for every decision.

10 Q. Was she not at that particular

11 meeting, or were files split up and

12 decisions made independently? I just don't

13 understand the process.

14 MR. BERMAN: Do you want to ask

15 what the process is as to Fleetwood?

16 MR. PROPER: That was my

17 question. Maybe it was in artful, which is

18 possible.

19 BY MR. PROPER:

20 Q. So with respect to the my clients

21 deal and the credit committee meeting that

22 took place regarding her request for a

23 modification, was Ms. McElhone present that

24 the meeting or not?

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1 MR. BERMAN: Objection.

2 THE WITNESS: No.

3 BY MR. PROPER:

4 Q. Who was present at the meeting?

5 A. Susan.

6 Q. Just Susan?

7 A. To my understanding it was

8 primarily Susan reviewing the file, yes.

9 Q. Was Susan conducting the meeting

10 herself, or how does that work?

11 A. The credit committee members can

12 approve a file themselves after reviewing

13 with the underwriting.

14 Q. So Susan made the independent

15 decision to approve each of the various

16 modifications that we've already discussed,

17 right?

18 MR. BERMAN: Objection.

19 THE WITNESS: Yes.

20 BY MR. PROPER:

21 Q. And she's empowered being on the

22 committee to make those types of

23 adjustments, right?

24 A. That's right.

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1 Q. So Ms. McElhone did not have any

2 actual involvement with my client?

3 A. No direct involvement with the

4 client.

5 Q. Is she involved at all with the

6 underwriting of CBSG deals?

7 A. Yes.

8 Q. Just walk me through, as

9 President, the types of things she's

10 overseeing?

11 A. She sees the general health of

12 the company, the financials -- in regards

13 to underwriting or the whole?

14 Q. The whole. What does she do?

15 A. Looks at the day-to-day cash

16 balances of the business. Makes sure that

17 things are being taken care of as far as

18 the operations from very high level

19 prospective.

20 Q. How frequently do you have email

21 and/or direct communications with Ms.

22 McElhone?

23 MR. BERMAN: Objection.

24 THE WITNESS: Every single day.

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1 BY MR. PROPER:

2 Q. And how frequently does she work

3 out of the Florida office?

4 A. Once every couple months,

5 something like that.

6 Q. Where does she work otherwise?

7 A. 20 North 3rd Street.

8 Q. Which is the Full Spectrum

9 office?

10 A. That's correct.

11 Q. Does she just squat there or does

12 she pay rent? What's their arrangement? I

13 know she owns Full Spectrum, so --

14 A. Are you asking if Full Spectrum

15 has a lease?

16 Q. No. Let me ask it this way.

17 When Ms. McElhone is using an office at

18 Full Spectrum, is she there as an owner of

19 Full Spectrum, an owner of CBSG, or both?

20 A. Both.

21 MR. BERMAN: Objection.

22 BY MR. PROPER:

23 Q. And is CBSG incorporated in

24 Delaware?

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1 MR. BERMAN: Objection.

2 THE WITNESS: Yes.

3 BY MR. PROPER:

4 Q. Is Jamie McElhone employed by

5 Full Spectrum or CBSG?

6 A. Yes.

7 Q. What does she so?

8 A. She is part of the underwriting

9 and processing department.

10 Q. What is her title?

11 A. It's on the corporate

12 organization, directors. I believe it's

13 secretary.

14 Q. She's one of the directors?

15 A. Yes.

16 Q. When you say the corporate

17 origination, what did you say?

18 A. I'm just thinking of the charter

19 documents.

20 Q. Okay. Is this Full Spectrum or

21 CBSG?

22 A. CBSG.

23 Q. The three directors are you, Lisa

24 McElhone and Jamie McElhone, right?

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1 A. Yes.

2 Q. Are they sisters?

3 A. Yes.

4 Q. What does Recruiting and

5 Marketing Resources do for CBSG?

6 A. They're an ISO.

7 Q. They're an ISO like any other

8 ISO?

9 A. Yes.

10 Q. Was Recruiting and Marketing

11 Resources involved with my clients

12 transaction?

13 A. Yes.

14 Q. What was the nature of their

15 involvement?

16 A. They often coordinate with other

17 ISO's and introduce deals to underwriters.

18 Q. So are they -- strike that.

19 So you can have two ISO's

20 involved in a transaction?

21 A. No, only one ISO gets paid for

22 the origination.

23 Q. Who was paid for the origination

24 in my client's deal?

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1 A. Prime Time.

2 Q. Was Recruiting and Marketing

3 Resources paid?

4 A. No.

5 Q. What did Recruiting and Marketing

6 Resources do, if anything, with respect to

7 my clients transaction?

8 A. Not much really. It's mostly

9 between us and Prime Time.

10 Q. Why when my client request a

11 modification was Mr. LaForte involved as

12 opposed to Prime Time?

13 A. Joe's role often deals with

14 talking to some of the other ISO's. He

15 knows us the best.

16 Q. Why does Mr. LaForte know you the

17 best, why do you say that?

18 A. We've been working that ISO for a

19 long time.

20 Q. Where is Recruiting and Marketing

21 Resources located?

22 A. In an adjacent office in a

23 separate unit in the building.

24 Q. What's the physical address, do

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1 you know?

2 A. Unit 202.

3 Q. Same address, different unit?

4 A. Yes.

5 Q. Do you have a written agreement

6 with Recruiting and Marketing Resources?

7 A. Yes.

8 Q. Does that agreement discuss

9 general policies that would have pertained

10 to my clients agreement?

11 A. No.

12 Q. Does it discuss how Recruiting

13 and Marketing Resources will be paid?

14 A. Yes.

15 Q. Does it discuss the nature of the

16 products and services that CBSG offers?

17 A. Very briefly. Just talks about

18 the product itself.

19 Q. But it does have language about

20 the product that my client secured from

21 your company, right, same product?

22 A. Yes.

23 Q. What other documents do you have

24 that would describe the nature of the

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1 product that my client had with your

2 business?

3 A. You mean --

4 Q. Well, we talked about policies

5 and procedures, I'm just talking about what

6 other documents you may use in marketing or

7 otherwise that would describe the nature of

8 the agreement that my client had with your

9 business?

10 MR. BERMAN: Objection. I'll

11 instruct him not to answer anything about

12 marketing or advertising materials pursuant

13 to court order.

14 MR. PROPER: That pertains

15 specifically to my client?

16 MR. BERMAN: Look at the order.

17 MR. PROPER: Refresh my memory.

18 MR. BERMAN: It says advertising,

19 marketing materials, and none of these

20 documents are relevant to the limited

21 precertification discovery that is

22 appropriate at this stage.

23 MR. PROPER: Thank you.

24 BY MR. PROPER:

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1 Q. What interactions did CBSG have

2 with Prime Time? And when I say CBSG, I'm

3 including Full Spectrum in that question.

4 A. We talked directly to the broker

5 at Prime Time.

6 Q. Who was the broker at prime time?

7 A. I don't recall.

8 Q. Were there email communications

9 between you and Prime Time concerning my

10 client's deal?

11 A. Yes.

12 Q. Okay. How many emails were

13 there?

14 A. I don't recall, there was a few.

15 Q. Do you know if those emails have

16 been produced in this litigation?

17 A. I'm not aware.

18 Q. What were the nature of those

19 emails?

20 A. To outline the sort of deal they

21 were looking for.

22 MR. PROPER: They may have been

23 produced, I just don't recall, so if you

24 could look into that.

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1 MR. BERMAN: We produced

2 everything that's responsive.

3 MR. HESKIN: Except for you

4 produced today.

5 MR. BERMAN: It's a form for

6 them, so I wanted to make sure you had it

7 so we didn't have any call backs. With

8 respect to Prime Time, as you're aware,

9 Prime Time has represented to us in

10 response to a subpoena, they have zero

11 responsive document wit respect to the

12 Fleetwood's other than in the confidential

13 settlement agreement.

14 In this case, maybe ask a

15 question, how are documents delivered from

16 the broker to the company, and that may get

17 you the answer you want because it was

18 produced.

19 MR. PROPER: I don't want the

20 answer I want, I want the answer that's

21 true.

22 MR. BERMAN: That should get you

23 the answer to what the communications would

24 be and the structure.

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1 MR. PROPER: Well, your client

2 just testified there were emails internally

3 between CBSG --

4 MR. BERMAN: He didn't say that.

5 BY MR. PROPER:

6 Q. Did you review emails between

7 CBSG and Fleetwood concerning my clients

8 deal? Yes or no?

9 A. Fleetwood?

10 Q. Strike that. Did you review

11 emails between CBSG and Prime Time relating

12 to my clients agreement? Yes or no?

13 A. Yes.

14 Q. More than one email?

15 A. I don't recall.

16 Q. Okay, but you recall seeing at

17 least one email between CBSG and Prime

18 Time?

19 A. I wasn't sure if was between CBSG

20 and us, or the broker.

21 Q. But you saw something between

22 CBSG and the broker?

23 A. On the bottom it said Prime Time.

24 MR. PROPER: I'll do a search,

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1 and if I missed it, I missed it. If I

2 didn't, then you're mistaken and I ask for

3 the production.

4 MR. BERMAN: Why I'm clear about

5 it is, anything he's talking about he

6 looked at from me, and anything I showed

7 him was produced. So that's why I'm pretty

8 clear that whatever I gave him was produced

9 in this case.

10 BY MR. PROPER:

11 Q. When did you review the emails?

12 A. As part of the -- I don't recall

13 specifically. We've had several meetings

14 about this. It wasn't when we went over

15 the deposition documents.

16 MR. BERMAN: But if you can't

17 find it, let me know and I'll look.

18 There's no reason to belabor this.

19 MR. PROPER: I'm not accusing

20 anybody. I'm fairly familiar with the

21 documents, I just don't recall.

22 MR. BERMAN: Let me know.

23 MR. PROPER: There's also a lot

24 of documents, so I could be wrong.

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1 BY MR. PROPER

2 Q. Do you have a written ISO

3 agreement with Prime Time?

4 A. Yes.

5 Q. Is it the same form ISO agreement

6 you had with R&R?

7 A. It should be, yes.

8 Q. So that agreement also would have

9 some general information about the services

10 that CBSG provides, right?

11 A. That's right.

12 Q. The same services that you

13 purport to have provided to my client,

14 right?

15 A. Yes.

16 - - -

17 (Whereupon the court reporter

18 marked P-13 for purposes of

19 identification.)

20 - - -

21 BY MR. PROPER:

22 Q. Mr. Cole, I'm going to show you

23 what's been marked as Exhibit-13. Is it

24 your testimony that the only origination

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1 and underwriting policy, guideline, or

2 documents you have is this one page

3 document?

4 A. Yes.

5 Q. So I'm going to review your

6 deposition, and if you testified about a

7 bigger document, you were talking generally

8 about the underwriting file, not

9 specifically about a policy?

10 A. That's right. That's a

11 clarification I wanted to make.

12 Q. What does a holdback under 30

13 percent mean?

14 A. A holdback under 30 percent is

15 the amount of cash deposits that need to b

16 held back to pay for other liabilities that

17 this company has.

18 Q. Give me an example, please?

19 A. Let's say they have mortgage

20 payments, let's say they have receivables

21 or even another MCA deal, all that would be

22 held back outside of the cash flow

23 calculation that underwriting uses to

24 underwrite the particular merchant.

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1 Q. Was that used with my clients

2 deal?

3 A. Yes.

4 Q. And that's standard to use in all

5 the transactions between '15 and '17?

6 A. That's correct.

7 Q. Was the same underwriting control

8 sheet used between 2015 and 2017?

9 A. There may have been modifications

10 to the format of this.

11 Q. Do you recall anything material

12 taking place?

13 A. No.

14 Q. Neither CBSG nor Full Spectrum

15 has a collections policy?

16 A. That's right.

17 Q. Neither CBSG nor Full Spectrum

18 has any document laying out what

19 constitutes a default under your

20 agreements?

21 MR. BERMAN: Objection.

22 BY MR. PROPER:

23 Q. Outside the agreement itself?

24 A. Outside the agreement, no.

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1 Q. Where -- strike that.

2 Is there a completed underwriting

3 control sheet for my clients deal?

4 A. I'm not sure. I would have to

5 check the file.

6 Q. I know that hasn't been produced.

7 There should be though, right?

8 A. I'm not sure.

9 Q. You didn't come across one in

10 preparation for your deposition?

11 A. Not that I remember.

12 MR. PROPER: We ask for the

13 production of a completed underwriting

14 control sheet.

15 MR. BERMAN: We gave the

16 underwriting file.

17 MR. PROPER: You weren't aware of

18 this particular form, so maybe you

19 overlooked that too. I'm just asking you

20 to take another look since you missed this.

21 MR. BERMAN: I will take a look,

22 but that's why I gave you this today

23 because we gave you the underwriting file.

24 So you have what we have. Since his

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1 testimony was clear, I wasn't going to

2 allow you to have any come back points, so

3 I got you what he was referring to so you

4 can ask anything you want about it today.

5 MR. PROPER: We're good. Thanks.

6 - - -

7 (Whereupon the witness was

8 excused and the deposition ended at 1:17.)

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

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1 INSTRUCTIONS TO WITNESSES

2 Read your deposition over carefully.

3 It is your right to read your deposition

4 and make changes in form or substance. You

5 should assign a reason in the appropriate

6 column on the errata sheet for any change

7 made. After making any change in form or

8 substance which has been noted on the

9 following errata sheet along with the

10 reason for any change, sign your name on

11 the errata sheet and date it. Then sign

12 your deposition at the end of your

13 testimony in the space provided. You are

14 signing it subject to the changes you have

15 made in the errata sheet, which will be

16 attached to the deposition before filing.

17 You must sign it in front of a witness.

18 Have the witness sign in the space

19 provided. The witness need not be a notary

20 public. Any competent adult may witness

21 your signature. Return the original errata

22 sheet & transcript to deposing attorney,

23 (attorney asking questions) promptly!

24 Court rules require filing within

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1 30 days after you receive the deposition.

2 Thank you.

3 I have read the foregoing

4 deposition and the answers given by me are

5 true and correct, to the best of my

6 knowledge and belief.

7

8

9

10 _______________________

 JOSEPH LEWIS COLE BARLETA

11

12

13 ___________________________

WITNESS TO SIGNATURE

14

___________________________

15 ADDRESS

16

17

 My Commission Expires

18

 .....................

19

20

21

22

23

24

Case 9:20-cv-81205-RAR Document 20-3 Entered on FLSD Docket 07/27/2020 Page 194 of

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1 ERRATA SHEET

2 PAGE LINE # CHANGE REASON THEREFORE

3 __________________________________________

4 __________________________________________

5 __________________________________________

6 __________________________________________

7 __________________________________________

8 __________________________________________

9 __________________________________________

10 __________________________________________

11 __________________________________________

12 __________________________________________

13 __________________________________________

14 __________________________________________

15 __________________________________________

16 __________________________________________

17 __________________________________________

18 __________________________________________

19 __________________________________________

20 __________________________________________

21 __________________________________________

22 __________________________________________

23 __________________________________________

24 __________________________________________

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A

a.m 1:19

ability 106:21

159:8

able 8:21 72:7

95:21 111:15

117:17

absolutely 169:2

169:6

acceptable

131:1

access 115:23

117:13,22

137:17,18

accessed 117:15

117:18 118:11

118:22 119:11

120:7,23 121:9

account 22:11

101:20 103:16

104:1,10,11,24

106:3,8 124:1

124:5,6,10

130:24 147:16

accountant

151:10

accounting 55:4

55:6 60:20

139:11 140:15

150:9 170:24

accounts 20:11

22:15,19 26:18

125:13

accrued 84:15

127:14

accurate 33:4

37:2 125:19

accurately 31:23

192:7

accusing 186:19

ach 133:23

145:13 159:5

acquire 41:9,14

act 146:8

action 1:4

157:23 158:9

169:21 170:12

activities 55:16

actual 44:10

109:8 127:14

136:14 164:13

176:2

add 129:24

138:11

added 115:10,13

addition 20:10

64:18

additional 36:8

111:11,16

126:8 129:15

131:7,17,24

132:2,6 133:20

134:15,19

135:1,5 136:20

149:20,21

additionally

111:10

address 50:4,13

141:23 147:14

180:24 181:3

194:15

adjacent 180:22

adjudicate

164:22

adjusted 111:24

167:23

adjustment

139:15 140:3

164:24

adjustments

175:23

admit 164:17

admitted 165:24

adult 193:20

advance 24:14

advertising

182:12,18

advise 106:16

123:20 124:9

136:15

advised 106:1

137:6 150:5

advises 132:12

advising 115:19

116:15

agenda 25:10,12

agents 43:6

aging 22:12,16

22:20

ago 6:19 11:17

14:15 41:21

76:13 148:13

agree 85:10

136:13 138:18

140:7,9

agreed 5:7 122:4

122:12 131:19

133:9 140:5

agreeing 142:18

agreement 7:13

30:24 31:7,8

31:15,16 32:1

32:14,16 33:15

33:18 50:1,5,6

50:11,16 53:13

55:24 56:14

57:11,16 62:2

68:13 92:22,23

94:1,10,12,16

94:21 96:5,24

100:12,18

102:3,4,18

103:9,18 104:4

104:13 107:7,7

107:10,16,19

108:5,20

115:11 116:17

127:23 129:5

129:12 130:5

130:21 132:1,5

132:12,15

133:3 134:2,10

135:8,13,18

136:3,9,19

141:3 153:13

153:21 154:12

154:20,23

155:8,13,23

156:2,7,9,11

156:15,18

157:2 158:10

158:22 159:15

162:18 165:22

166:8,10,16

167:1 168:10

169:14,14

170:16 171:16

181:5,8,10

182:8 184:13

185:12 187:3,5

187:8 189:23

189:24

agreements 28:9

28:14 29:1,10

43:12 50:3,20

62:7 78:15

89:22 98:12

100:23 107:12

108:2 132:23

157:17,22

158:1,4,7

159:1,14,18

160:5,12,18

161:4,10 162:1

162:6 166:24

169:21,23

170:6,12

189:20

ahead 16:4

17:19 139:1

161:19

Aida 151:3,8,10

aida@parfun...

151:3

Alexander 14:9

Alexander's

14:10

algorithmic

82:20

alias 46:14

alleged 114:20

115:1,6

allow 142:1

191:2

allowed 137:18

allowing 69:3

ambiguities

44:12

amended 129:23

amendment

133:1

amortized

127:13

amount 95:22

96:15 100:19

100:20,24

102:7 111:14

111:21 112:15

114:14 115:10

115:13 116:15

116:16,22

122:5,8 127:20

128:9,10,14,15

128:16 130:22

131:2,5 140:17

140:22 158:24

169:4,12,13

188:15

amounts 119:21

134:12 137:9

159:9 167:23

168:2 169:14

analysis 85:14

85:18

and/or 27:13

176:21 192:22

answer 4:2

10:22 15:2

17:2 21:8

24:16 27:8

29:14 31:18,23

32:3,24 33:7

34:19 38:13

39:17 40:5,20

41:12,16 42:7

42:14 43:9

44:8 48:18

49:8 54:7

55:18 59:10,19

61:6,13 62:24

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62:24 64:2

66:17 67:3,5

67:23 69:4,9

72:8 73:15

81:6 82:16

83:15 92:4,17

93:5 95:2,8

99:5 101:8

110:3 118:18

142:9 148:17

155:6 157:4,5

157:6 160:17

161:19 171:9

172:15 182:11

184:17,20,20

184:23

answered 21:4

answering

161:20

answers 194:4

Anthony 114:6

anticipate

102:22

anticipation

123:10

anybody 186:20

apologizes 7:9

apparent 152:1

apparently

150:6

APPEARAN...

2:1

appendix

133:19 167:19

applicant 16:20

18:5,8,17,21

19:18 20:9

23:14 28:24

30:24 31:6,24

78:14 79:5

80:1 85:5

87:14 88:16

applicants 19:3

19:23 21:2,22

22:2,5,9 29:8

38:3,8

application 16:7

16:8,17,21,24

16:24 17:5,9

17:10,11,13,16

17:21 18:3,10

18:13 24:2

26:6 44:6

71:19 89:18

applications

16:5,13,16

73:17

apply 29:10

107:16 192:20

appointed 14:13

appropriate

182:22 193:5

approval 14:20

17:17

approve 16:13

175:12,15

approved 47:8

approximate

96:8

approximated

139:21

approximately

13:15 52:8

148:13

AR 78:5,6 88:22

90:13,17 91:9

91:12,15

Arch 52:5,7,9,12

archived 121:21

arrangement

99:22 101:19

101:22 108:6

164:23 177:12

arrangements

101:11

artful 174:17

asked 10:9 21:3

45:20 46:13

72:3 79:15

83:4,17 88:19

143:5 148:1

173:23

asking 18:11

123:11 147:6

149:21 162:7

171:1 177:14

190:19 193:23

aspect 81:10

86:20,22

assessed 116:6

119:3 138:19

140:5 164:14

assessment

120:11 168:1

assign 193:5

assignment

164:19

associated 15:4

116:2 147:16

assume 50:16

65:24 154:19

assumed 118:4

assuming

140:14 162:15

assumption

119:15

assumptions

118:9

ata 34:13

attach 116:24

attached 193:16

attend 24:24

34:15

attended 33:3

40:1

attention 98:15

attorney 163:21

193:22,23

attorney's

156:24 157:1

157:11 158:8

160:22

attorneys

160:11

audit 62:4,20

63:24

audited 61:1

auditors 60:23

audits 61:3,8

62:9

authorized

144:19

authorizing

130:24

automobile 83:8

available 120:3

averages 24:8

aware 35:14,17

35:18 41:24

68:9 160:9

162:21 163:3,8

170:1,10,13

171:11 183:17

184:8 190:17

B

b 3:6 188:15

back 7:9 66:7

68:9 71:24

92:20 93:8,24

94:23 95:17,23

99:9,13,22

106:20 107:5

109:8 111:21

121:17 122:9

122:15 123:5

126:21 128:4,8

131:18 135:10

139:7 188:16

188:22 191:2

background

41:2,10,19

42:2 47:10,15

backs 184:7

bad 27:6,17

balance 22:6

115:13,14

116:2,3,20

117:4,7,8

balances 91:8

124:23 125:1

176:16

ballpark 109:22

121:13

bank 18:22 19:3

20:10 24:8

26:14 27:23

41:9,14 73:22

77:3,12 78:1,3

80:2,13 89:15

banking 18:13

18:18,20

bankrupt

164:22

bankruptcy

166:2

BARLETA 1:15

3:3 5:14

194:10

base 22:24

based 68:14,24

69:12 83:20,23

83:24 84:4,5

95:20,22 96:7

111:23 118:15

118:19 119:14

125:12 127:15

127:15,18

139:10

basically 30:20

basis 31:10

83:19 91:19

95:20 97:16

101:13 113:21

113:23 118:17

127:12 135:16

152:22

bates 36:17

149:13 151:6

Bberman@fo...

2:10

began 53:12

beginning 1:19

166:14

behalf 1:6

143:10 160:11

belabor 186:18

belief 150:6

152:22 194:6

believe 11:11

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13:24 26:2

33:2 75:12

107:2 116:4

144:10,17

152:12,16

157:7 165:3,5

167:2 169:5

178:12

benefit 157:12

164:20

BERMAN 2:8

10:6,21 15:1

15:15 17:1

20:14 21:3,7

21:13,17 24:15

27:7 31:17

32:2,23 33:6

34:18,22 35:5

35:8,12 38:11

39:16 40:4,19

41:3,11 42:6

42:13 43:8,22

44:7 45:9

47:16 48:17

49:7 50:24

51:7 54:6,13

54:17,20,24

55:17 58:18

59:9,18 61:5

61:12,21 62:23

64:1 65:8 66:4

67:2,9,15,20

68:6 69:5,10

69:14,20 72:16

73:14 79:13

81:5 82:15

83:14 85:12

90:4 92:3,15

93:4,19 94:2

94:19 95:7

98:5 99:4,15

100:1,13 101:7

101:14,23

102:9,19

103:11,19

104:6,14 105:4

105:8,14,19

106:9,18

107:13 108:15

110:2,19 112:1

115:21 117:2

117:11 121:2

125:6 126:12

126:23 128:2

128:21 130:17

131:15 132:17

133:11 136:10

136:22 138:23

140:12 141:5

142:8,14

144:11 146:10

148:16 152:4

153:14,23

154:7 155:5,15

155:24 156:16

157:3,13

158:12 159:11

161:7,16,20,24

162:5,9 165:8

166:12 169:24

170:17 171:8

172:15 174:14

175:1,18

176:23 177:21

178:1 182:10

182:16,18

184:1,5,22

185:4 186:4,16

186:22 189:21

190:15,21

best 143:2

180:15,17

194:5

beyond 38:12

54:8 67:7

68:19

big 9:5 71:10,11

71:18,20 72:3

72:5,12

bigger 188:7

billable 23:17

billables 87:2

billed 23:18

bitch 145:12

146:15

biweekly 101:3

blanket 69:17

borrower 82:10

82:13 108:7

borrower's 83:2

85:9,19

borrowers 169:8

bottom 134:8

139:2 185:23

Bradsheet 76:9

Bradstreet 65:7

66:9,21,23

70:4 76:12

break 72:1,20

72:22 149:17

171:18

breakdown

116:24

BRETT 2:8

briefly 181:17

broker 47:7

61:20 183:4,6

184:16 185:20

185:22

brokers 141:20

build 47:3

building 180:23

built 102:23

bunch 53:15

burgers 37:17

business 1:9 6:3

19:17 20:3,18

22:22 23:10

24:11 27:13

31:20 38:1

39:6 41:5,7

43:1,16 45:3,8

45:13 46:4,20

47:5,22 52:14

52:15,16 60:2

60:4 62:15

73:21,23 74:4

75:8,11,23

79:7,8,11,16

79:23 80:21

81:11,13,16

82:1,4,7,11

83:2,5,11 84:8

86:3,6,21 87:5

87:14,19 88:1

88:11,18,23

89:2 91:11,18

91:24 92:1,2,2

93:17 96:9

99:14,18,20,23

99:24 100:4

101:13,21

102:3,6,13,13

102:16,16,21

102:23 103:6

108:1,13 123:7

123:18 127:19

128:1,17 132:9

134:23 154:3,6

159:20 166:8,9

169:1 173:2

176:16 182:2,9

business's 84:11

businesses 80:9

171:12

busy 79:22

C

C 192:1,1

Calcagnini

145:4

calculate 74:3

112:5 132:6

calculated

112:19

calculation

127:14 188:23

calendar 99:17

California 92:1

call 21:11,13,13

21:19,19 34:22

35:3,5,8,9,12

58:6 59:13

61:14 67:24

69:21 145:10

145:11 146:5

184:7

called 30:5

capacity 35:1

59:23

capital 123:6

124:6

care 39:8 45:12

45:20 86:10,11

176:17

carefully 193:2

carried 62:18

carrier 145:13

case 31:10,10

32:18 33:19

34:24 35:21

38:12 80:17

91:18,18 96:13

97:3 107:15,21

113:9 116:21

124:7 126:4,7

136:24,24

160:14 170:7

184:14 186:9

cash 20:6 24:11

24:13 26:19

74:3 83:20,23

83:24 84:4,6,9

84:12,15,19,20

84:21 85:1

95:20 96:18

97:23 127:16

127:18 176:15

188:15,22

CBSG 11:13,16

11:19 12:1,7

12:18 16:20,24

17:10,17 29:11

31:1 32:17,21

34:1,4,7,10,13

35:16,24 36:13

37:1,9,16 38:4

38:9,24 39:12

39:15,21 40:3

40:10 41:14

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42:4 43:7

46:11,21 48:3

48:15,21 49:6

49:12,16,17,20

51:15 52:9,14

52:19,21,24

53:3,16 54:4

55:6,15,24

56:20,22 57:1

57:7,11,11,16

57:16 58:13,17

58:23,23 59:17

59:21,24 60:6

60:9,16,19

61:1,10 62:7

62:12 91:1

106:1,16

108:19 109:12

109:14,17

110:7,10

113:10,14

123:20 124:9

130:23 131:1,4

131:13 133:13

134:4 152:19

152:23 153:7

154:12 157:1

159:9 166:23

171:12,24

172:2,6,9,12

172:20,24

176:6 177:19

177:23 178:5

178:21,22

179:5 181:16

183:1,2 185:3

185:7,11,17,19

185:22 187:10

189:14,17

CBSG's 38:17

47:5 56:8 60:4

62:21 109:3

111:18 133:16

136:18 157:12

CBSG(Fleetw...

149:14

CBSG(Fleetw...

151:7

CCing 145:11

certain 26:15

118:22 120:22

159:1 161:11

certainly 158:16

certainty 159:21

certification 5:9

192:19

certify 192:5

certifying

192:23

CFO 53:8

change 13:5,6

50:17 53:21,23

54:3 70:15,16

95:4,10 138:14

138:14 168:23

169:14 193:6,7

193:10 195:2

changed 13:3,7

68:16,16 70:7

75:18 76:23

107:6 159:10

164:3,12 165:1

165:12 166:4

168:3

changes 70:18

74:18 131:18

160:7,17,19

163:4,8,19,22

168:13,15,19

168:20 193:4

193:14

charge 55:4

60:20 110:10

112:5 130:14

136:7

charged 110:14

111:10,12

122:1 127:4

136:21 137:8

137:14,21

charges 110:8

138:19

charging 111:18

126:20 142:19

charter 178:18

check 42:2 75:8

78:22 85:9

98:6 124:5

190:5

checking 80:11

125:13

checklist 64:12

64:19,21 66:9

71:1,2,4,7,21

71:24 72:18,19

73:2,18 74:13

74:17,18 75:17

75:24 76:22,23

77:4 78:18

91:21,23 92:9

98:7

choice 158:1,4,8

158:9 160:24

169:22

circle 107:5

circumstance

155:1

citing 119:20

CIVIL 1:4

claim 134:20

clarification

68:8 188:11

clarify 38:20

44:12 57:14

127:11 168:20

class 157:22

158:9 160:13

160:23 162:19

169:21 171:13

clause 163:5,7

clauses 162:17

cleanest 41:1

clear 39:23 67:4

67:10 68:2

72:16 110:19

135:19 153:10

161:23 186:4,8

191:1

clearer 99:21

client 15:10

16:18 22:15

23:8,16 27:21

28:4,8 35:15

35:24 36:21

44:2,11 50:6

57:10,15 62:8

62:13 63:19,20

74:7,19,21

75:21 78:10

79:15 86:2,17

86:19,23 87:6

89:1,14,17,20

90:17,21 91:7

92:20,22 93:16

95:21 99:13,21

100:15 101:19

103:14,24

104:5,9 106:1

106:13,16

110:10,14

111:9,12,13

112:23 113:1,6

113:18 114:8

114:13,21

115:2,7 116:5

116:15,20

117:13,18,18

117:22,22

118:1,2,10,11

118:18,22,23

119:2,6,10,11

119:18 120:1,6

120:11,18,23

121:4,9,10

122:1,22,23

123:1,3,9,11

123:16,20,21

124:3,8,13,20

124:22 125:3

125:14,16

126:7 127:24

128:17 130:5

130:14 133:9

134:14,17

136:15,15

137:1,7,12

138:20 139:16

139:18 140:7

140:14,21,24

141:2,17

142:12,21

143:1,6 147:1

147:7,21 148:2

148:8 149:9,14

150:5 151:1,17

152:10,19

153:8,11

154:18 156:4,6

165:23,23

170:6 171:16

173:12,22

176:2,4 180:10

181:20 182:1,8

182:15 185:1

187:13

client's 25:19

76:18 78:24

87:2,18 88:1,6

88:20,23 89:2

90:1 96:17

103:5 104:11

116:21 152:1

162:18 179:24

183:10

clients 18:1

22:14 24:1

26:16 27:5,13

28:13 29:6

32:6 37:21,22

58:2 63:6 65:2

65:20 66:1,3

66:14,15 67:8

67:13 75:11

79:3,10 80:17

81:1 82:1,7

85:1 86:6 87:4

90:13,20,22,24

91:8,14 92:13

94:1 95:14

96:23 97:6

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104:22,24

123:4 137:22

141:19 142:18

147:11 155:12

155:19 156:14

170:24 173:8

174:5,20

179:11 180:7

181:10 185:7

185:12 189:1

190:3

coincides 144:24

Cole 1:15 3:3

5:14,24 59:8

187:22 194:10

collected 24:9

collection 125:1

153:4,7

collections

108:11,21,23

109:3,7,11,14

109:18,21

110:1,5 114:3

114:5,22 118:7

118:16,20,21

119:1,15,22

120:10,14

121:18 123:14

123:17 124:19

124:24 129:7

142:24 143:12

144:20 146:1,8

151:9 159:6

189:15

collector 112:22

130:11 132:3

143:11

collectors 131:7

140:16 142:21

column 193:6

come 28:19 29:2

96:11 190:9

191:2

comes 14:21,24

84:12

coming 26:16,23

84:15 126:17

127:8,19 152:6

comments 27:11

Commission

194:17

committed

174:2

committee 12:9

12:10,18,20

13:3,11,14,16

13:23 14:3,6

14:14,18,23

24:20,21 25:1

25:5,8,11,19

25:24 26:4,9

26:13,24 27:2

27:12,20 70:18

76:4 173:13,18

173:21 174:4,7

174:9,21

175:11,22

common 28:17

28:24 29:4

38:5 39:5 45:1

45:2 61:9

62:11 82:8

98:11 146:6,12

154:24 155:22

169:20

commonality

67:11

communicate

114:10 143:21

communicated

70:16 137:16

communication

36:21 145:22

147:18

communicatio...

25:21 36:1

113:5 146:21

147:11 176:21

183:8 184:23

companies

28:13,17 56:20

170:7

company 6:10

12:19 18:14

22:23 32:14

35:11 58:24

60:5 61:1

63:17 74:6

81:21 145:22

148:12 152:17

176:12 181:21

184:16 188:17

compare 23:15

24:12 160:22

comparison

85:22

competent

193:20

complete 1:9 6:3

38:21

completed 190:2

190:13

complies 7:4

component 78:8

composition

13:2 164:24

computer 30:11

concept 93:10

concerning 8:24

9:8 25:14

27:13 183:9

185:7

concerns 27:1

condition

123:18

condone 146:18

conducted 85:21

conducting

175:9

confession 155:4

155:9 167:7

confidence 37:6

confident 96:24

confidential

184:12

confirm 116:6

125:2,13,19

connote 93:23

consent 133:2

consideration

45:7 84:7

considerations

75:23

consistency

27:15 28:22

80:15,18

consistent 27:22

83:21 147:17

consolidate 31:8

32:15

consolidation

28:3 31:5,12

31:23 99:1,6

99:12 100:6,10

107:15,19,20

constituted

165:14,21

constitutes

189:19

constructing

87:9

consultant 55:14

consulted 173:7

contacted

142:22,23

147:7 153:11

contacts 153:18

contain 62:4,20

170:12

contained 192:7

context 40:22,24

Continue 21:15

21:16

continues 31:14

contract 44:22

127:22 135:7

164:10 168:21

control 3:14

189:7 190:3,14

192:22

conversation

114:21 147:20

conversations

113:12 150:18

conveyed 143:11

convicted 42:18

42:21 45:13,21

coordinate

179:16

copied 145:7

copy 16:16

corporate 6:2,7

54:12,16

178:11,16

correct 6:4

19:10 24:14

29:2 31:16

32:1 40:14,18

43:7,13,14,17

46:4 50:13

53:19 55:16

58:13,14 60:8

85:3 88:21

89:11,15,18,22

90:3 94:1,3

98:1,2 99:24

100:6,12 102:8

102:18 105:22

107:9 108:3

113:19,20

115:11,12,15

115:16,20

126:4 136:16

136:17 138:10

139:17 141:6

145:7 151:16

154:6,13

155:14,20

157:12,23

158:2,3,5

159:20 161:2

173:18 177:10

189:6 192:10

194:5

corrected 40:10

correction 44:20

correctly 88:11

133:5 145:16

149:18 151:22

correspond

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58:22

correspondence

46:11 51:2

150:8,12

corresponden...

106:20

cost 111:16

counsel 5:4,7

6:22 36:16

165:6,9

couple 75:22

177:4

course 77:5

86:23,24

105:23 134:23

161:3

courses 81:22

86:4 87:7,10

court 1:1,20 5:2

5:20 6:11 59:3

61:14 68:14,18

143:24 149:2

150:20 182:13

187:17 192:16

193:24

cover 8:21

covered 9:13

created 9:18,20

9:23,24 10:18

17:12 23:22

25:3 70:15

credit 12:9,10

12:18,20 13:2

13:10,14,22

14:2,5,18,22

24:20,21,24

25:4,7,10,18

25:24 26:4,9

26:12,23 27:2

27:12,19 70:18

73:21 76:4,15

76:18 77:1,10

78:1 82:2 89:4

140:8 173:13

173:18,21

174:2,4,7,21

175:11

creditability

35:7

credited 139:16

139:18

creditors 164:20

crimes 42:12

criminal 41:10

41:19 47:15

criteria 97:2

CRM 17:22,23

17:24 30:16

88:3

current 61:4

109:2,24 116:3

116:19 117:4

currently 22:24

23:16,17 32:22

57:2 109:5,12

109:15 121:5

172:13

customer 31:14

31:14 32:13

45:7 91:15

112:22 115:19

126:7 132:12

153:18

customers 28:18

32:21 33:4

38:19 43:3

45:4,12,19

49:20 50:20

58:23 63:10

91:10 105:22

113:12 146:20

148:23 161:15

cut 134:9

D

D 3:1

D/B/A 1:10

daily 96:4,9,12

96:15 97:5,16

100:19,23

101:2,6,12

103:16,22

106:3 124:11

124:16 125:4

125:18 128:18

130:15 131:1

132:13 138:21

141:18 169:12

Darren 38:15

date 57:22 117:5

117:9 193:11

dated 144:23

151:3

dates 119:21

day 10:5 26:19

26:19 42:16

53:15,17,21

101:21 145:13

149:16 156:5

176:24

day-to-day

176:15

days 93:16

97:24 99:14,17

99:18,20,24

100:4,19 102:4

102:6 107:3

111:21 115:23

128:1,9,17,17

160:10 194:1

deal 10:13 64:4

65:2,20 66:1,3

66:14,15 76:18

78:19,24 88:20

95:4,4 106:22

107:22 122:17

123:5 127:2

128:12 141:21

174:21 179:24

183:10,20

185:8 188:21

189:2 190:3

dealing 28:18

120:18 143:6

146:20

deals 29:24 30:5

44:22 101:5

107:23,24

176:6 179:17

180:13

debit 104:1,11

104:24 106:7

debiting 101:20

debits 28:1,5

debt 85:4,9,19

debts 164:18

165:1

decade 41:21

decided 10:23

120:24

decides 96:16

decision 10:19

11:3 26:24

45:16 56:2

60:1,4 74:9

76:5 88:8,12

145:24 174:9

175:15

decisions 146:7

174:8,12

declared 167:18

decommission...

121:20

deeper 90:17

default 103:6,10

103:18 104:3

104:12,18

105:2,7,12,17

106:7,13

153:13,22

154:6,8,13

155:21 159:5

159:20 164:4

164:16 165:13

165:21,23

167:18 189:19

defaults 166:19

Defendant 1:12

2:6,11

Delaware

177:24

delay 127:18

delayed 151:20

delivered 184:15

delta 139:19

delve 90:16

dentist 80:10

83:18 91:12

department

44:11 55:7,10

56:23 70:10

108:22,24

109:3,8,11,18

109:21 113:24

114:3,5,18,23

119:15,23

120:14 121:14

124:19 142:24

143:12 144:20

146:1 147:18

148:4 150:9,10

178:9

departure 11:19

depend 121:16

depending

15:10 16:10

70:9 75:21

81:12 95:13

96:23 107:22

depends 8:10,17

31:20 40:21

79:6 82:11

91:11,17

100:15,15

102:20 121:11

143:1

deposing 193:22

deposit 24:8

26:17

depositing

130:24

deposition 1:14

3:9 6:7 26:12

54:14 64:16

68:3,7 71:16

72:2,9,17

74:16 85:8

94:6 110:18,21

111:5 123:10

133:8 143:17

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148:6 150:13

153:2 186:15

188:6 190:10

191:8 193:2,3

193:12,16

194:1,4

deposits 27:16

27:21 84:17

188:15

describe 181:24

182:7

described 87:24

DESCRIPTI...

3:8

design 87:7

designed 83:11

designee 6:3,7

detail 8:4 26:11

62:17 137:2,18

164:6

detailed 94:22

116:24 154:23

detailing 22:22

95:11

details 24:7 42:1

42:23 92:21

94:23 136:2

determinations

14:24

determine 25:18

30:23 37:22

74:16 80:3

97:22 123:11

determined 23:9

92:22

determining

134:15 170:23

developed 82:3

differences

159:24 162:22

different 8:23

13:8 15:9 16:9

16:12 40:5

50:11 72:9

81:2 83:7

84:12 91:8

92:5 95:13

97:2 101:1

116:12 123:1,5

156:13 162:17

172:19 181:3

differs 91:21

direct 98:14

144:20 173:5

176:3,21

192:22

directing 145:18

direction 4:2

146:9

directive 145:23

directly 17:22

26:6 32:20

115:13 120:18

183:4

director 33:10

33:12 60:5,7

60:10,13,19

directors 60:15

178:12,14,23

disagree 67:24

discernable

131:3

disclose 46:22

disclosed 46:15

46:17,21

disclosure 47:1

47:9,12 167:7

disconnect 71:3

discovery

182:21

discretion

133:13,16

134:3,13

discuss 23:10

70:18 114:1

135:22 147:15

181:8,12,15

discussed 7:17

78:20 87:24

113:3 147:9

175:16

discusses 108:6

discussing

106:20 107:20

112:23

discussion 8:22

113:24 119:5,8

122:3,17

129:12 131:6

152:24 153:3

discussions

36:16 114:17

118:6,15,19,20

120:9 123:13

153:4 165:9

dishonest 125:3

dishonesty

41:23 42:12

DISTRICT 1:1

1:2

document 6:15

6:18 7:7 8:9

9:4,5,8,10,14

9:19,22 10:10

15:14 59:10

64:19 66:10,12

66:16,20 71:7

71:9,12,17

73:4 74:1

111:1,4,7

113:4 115:18

116:11,22

119:24 120:5,8

133:9 136:14

137:11 184:11

188:3,7 189:18

documentation

113:7

documents 4:12

8:4 19:16 22:9

23:21 25:3,19

28:10 73:6

114:24 115:4

178:19 181:23

182:6,20

184:15 186:15

186:21,24

188:2

doing 39:4 82:5

84:4,5 107:2

140:15 145:14

domicile 50:2

door 84:12

Dorval 38:15

draft 156:12

drill 83:18

DTI 85:22

due 115:10

116:16 131:18

duly 5:15

Dun 65:7 66:8

66:20,23 70:4

76:8,11

E

E 3:1,6 192:1

earlier 64:15

71:15 72:2

168:24

early 149:17

159:23

easily 30:2

120:24

EASTERN 1:2

easy 121:4

educate 87:17

effective 133:3

effectively 126:9

169:17

either 16:23

29:5 64:8

72:18 150:9

153:20

elaborated

130:1

elements 15:9

90:6

email 3:11,12,13

36:2,3,8,11,15

36:18,20 37:1

37:7 98:6

103:24 141:23

142:2 144:23

145:3,7,9

146:4 149:9

150:1,2,5

151:1,24

173:12,15

176:20 183:8

185:14,17

emails 25:13

142:5 183:12

183:15,19

185:2,6,11

186:11

employed 11:12

11:24 12:3

34:4 53:3

58:13 142:13

178:4

employee 49:17

52:14,18,21,23

57:17,21 58:1

58:17,20 60:6

148:9

employees 9:20

13:8 53:16,17

54:3 109:2,8

109:24 142:1

151:11,14

172:9

employes 172:12

employment

11:15

empowered

108:19 175:21

ended 107:2

152:13,17

191:8

enforce 157:2

enrollment

162:24

enter 82:14

101:10 153:20

entered 57:10

57:15

entire 15:4

72:12 167:9,20

174:9

entirety 6:23

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entities 56:8

entitle 157:1

entitles 130:13

131:13

entity 48:20,23

55:19,21

152:13

errata 193:6,9

193:11,15,21

195:1

errors 140:22

Especially

159:22

ESQUIRE 2:3,4

2:8

establish 99:7

estimate 23:13

29:9

event 33:2 34:15

40:1 103:10,18

104:3,12,17

105:1,6,11,16

154:12 164:4

164:16 165:7

165:21

events 165:13

everyday 25:9

84:17

everyplace

172:6

evidence 192:6

exact 127:1

exactly 29:21

EXAMINATI...

3:4 5:18

examined 5:15

example 86:16

188:18

Excellent 7:10

exceptions 77:17

exchanged

25:13

excused 191:8

executed 130:6

155:20

executing

155:13

exercise 154:22

exhbiit-2 98:4

Exhibit 132:21

162:23

Exhibit-13

187:23

Exhibit-2 107:5

170:18

Exhibit-45

110:17 112:14

116:10 117:1

Exhibit-8 6:24

exhibits 110:20

existing 23:2,5

29:1,9 30:24

31:24 32:14

108:2 135:13

136:8

expect 43:15,19

102:13,16

expected 15:21

16:2 19:10,18

64:13 65:6,17

72:5 73:12

97:6,15 111:24

expenses 129:8

Experian 76:14

76:16,17

experience

45:17

Expires 194:17

explain 8:1 60:3

170:14

expressed 27:1

extend 127:20

137:22

extended 67:7

128:19

extending

111:20 126:9

extension 127:6

extent 135:9

extremely 80:7

F

F 192:1

facilitate 111:16

135:4

facilitating

152:13

fact 41:8 50:6

118:9,13 147:6

factor 19:12

103:7

factored 44:24

126:16 127:17

129:3

factoring 22:24

23:20 28:7

74:10 92:21,23

94:10,20 96:24

130:9,21

154:23 156:2

168:9,22

failure 103:8

104:17

fair 79:5 146:14

fairly 186:20

false 38:18

familiar 93:10

93:12 98:9

186:20

far 89:24 122:4

133:22 176:17

favor 145:15

Fazio 114:6,7,10

114:15 120:16

120:17,17

153:9,10

February 1:19

112:5 121:22

192:9

fee 111:19,23

112:15,18

113:1,3,6,15

113:18 114:11

115:6,20 116:6

117:9 120:2

122:7 126:20

127:4 128:24

129:11,18

130:14 132:16

133:20 156:24

157:1,11

167:15,17

168:1,1,2

Feel 61:14

fees 110:11,14

111:10,11

116:2 117:1

119:3 120:11

123:15 129:6

129:24 130:7

132:7 133:21

135:19 136:8

136:16,20

137:7,13

139:11,20,22

140:4 141:7,8

141:11,14

142:19 145:1

147:16 158:8

158:21,24

159:2,4,5,5,6,6

159:7,9,10

160:23 164:14

168:3

fell 119:18

felon 45:13,21

figure 121:12

file 7:17,22 9:15

9:17 14:21,24

15:4,8,22 17:6

17:20 22:15

25:22,23 26:7

26:24 28:22,23

31:4 35:21

37:6 43:24

66:12 71:8

72:12,13,15

73:13 74:19,21

77:24 80:2

81:1,2 87:13

87:21,23 88:5

88:15 90:1,3

113:23 175:8

175:12 188:8

190:5,16,23

filed 155:4,14

166:2

files 32:20 48:21

49:16 51:14

61:11 64:23

71:19 174:11

filing 5:9 155:9

193:16,24

fill 16:20,23

final 14:20

139:14 140:2

140:17,18,20

140:24

finale 14:23

finance 110:8,10

110:14 111:18

111:23 112:5

112:15,18

115:20 117:9

120:2 122:7

123:14 126:20

127:4 128:24

129:6,18 130:7

130:14 135:18

136:8,16 137:7

137:13 138:19

139:11,20,22

140:4 141:7,14

142:19 145:1

financial 20:24

22:8 62:9 91:6

123:18

financials 20:11

20:22 73:24

78:3,8 176:12

financing

126:14 152:17

find 32:13 66:17

82:9 83:11

121:9 122:17

140:11 186:17

finish 20:14 42:7

fired 148:15,19

148:22

first 5:15 6:17

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9:22 12:12,14

38:22 42:10,16

46:19 107:8

154:17 166:23

168:8 169:1

five 39:3 116:4

fixed 115:12

116:16 128:14

128:15,16,19

135:7

Fleetwood 1:4,5

1:5 7:13 62:2

63:1,8,11,24

64:2 68:4,17

91:1 94:11,17

131:13 137:13

148:20 174:15

185:7,9

Fleetwood's

65:9,10 67:3

67:21,23 69:7

81:18 101:20

110:21 184:12

Floor 2:9,9

Florida 50:2

92:2 172:5,8

172:10 177:3

flow 20:6 24:11

24:13 26:19

74:3 83:20,23

84:6,9,13,19

84:20,22 85:1

95:20 96:18

97:23 127:16

127:19 188:22

fluctuating 80:4

focus 22:13

follow 15:13,21

16:2 19:10

64:14 65:17

78:19 81:4

86:18 87:2

147:13

followed 6:22

following 86:15

193:9

follows 5:16

foregoing 192:9

192:19 194:3

Forge 34:17

form 5:11 16:7

16:12 18:4,7

56:3 91:7

94:12,17 100:9

107:11 108:4

129:23 130:1

156:9,13,14,17

156:23 157:17

158:10 159:15

159:17 161:6

162:3,12,16,22

166:17 167:1

167:19,20

168:5,11

169:10,15,23

171:16 184:5

187:5 190:18

193:4,7

formal 172:23

format 189:10

formation 12:18

34:1

formed 12:11

56:6

forms 160:6

161:1

formula 132:4

forth 68:10

106:20 116:22

132:5

forward 70:23

74:10

four 7:7 104:19

105:16 106:8

154:5 159:19

160:10 167:18

fourth 95:10

107:8

FOX 2:8

fraud 41:22

42:22

free 59:13 61:14

freehand 26:7,8

frequently 25:7

155:3 176:20

177:2

front 6:12

193:17

FSP 49:1,2

full 49:3,5,9

51:10,13,14

52:17,18 53:11

53:17 54:5

55:3,14,24

56:3,5,11,19

57:3,4,20,23

58:1 64:6,11

64:13,19 65:1

108:19 109:16

110:1 113:15

124:9 131:4

151:14 169:4

177:8,13,14,18

177:19 178:5

178:20 183:3

189:14,17

fully 38:21

87:13 192:7

funded 44:23

funding 1:11

7:12 29:11,13

29:20,20,21,22

30:6,10 31:2,9

31:14 62:1,6

68:12 79:18

141:23 142:2,2

142:5,13 145:6

145:19 151:12

funds 108:1

124:10,15

125:11 128:18

further 135:23

future 23:3,5,7,9

23:13 97:6,15

134:10 135:8

136:4

G

G-R-A-E-S-E-R

11:11

gambling 42:19

general 8:5

15:16,19 26:18

62:19 63:7,9

63:16 64:3

87:16 102:21

119:5 164:11

164:19 173:1

176:11 181:9

187:9

generally 16:17

22:11 24:23

25:15 39:6

62:15 63:5

66:20,22 86:5

86:24 119:13

188:7

generate 83:12

156:4

getting 126:21

140:5

give 16:16 21:10

29:23 38:7

86:16 149:16

188:18

given 70:22,24

116:22 194:4

giving 69:16

169:7

go 16:4 17:19

21:17 30:9,11

44:10,21 54:15

71:24 72:15

76:3 81:12

86:23 92:6

95:17 115:24

124:5 137:20

139:1 156:6

161:19

goes 35:6,7 46:3

54:12,15

going 10:14 54:8

65:23 68:19

69:5 70:23

72:21 80:21

91:12,13 94:5

99:8 110:16

126:1 132:6,15

140:11 147:8

153:19,21

155:19 157:19

173:12 187:22

188:5 191:1

golf 81:22 86:4

86:22,24 87:7

87:10 88:7

gonna 26:10

good 5:24 6:1

27:6,17 69:23

75:9 87:5

191:5

Graesar 11:9,12

13:13,20 58:3

Graeser's 11:19

granular 8:10

8:13,17 72:7

72:14

Group 1:10 6:4

guarantees

155:20 167:3

guessing 143:13

guideline 19:22

20:21 64:11,15

71:11 73:2

96:20 188:1

guidelines 10:20

15:17,20 16:1

19:2 64:22

65:6 66:2 70:6

70:8,12 71:5

72:4

guys 79:22

H

H 3:6

half 48:13

148:13

hand 94:5

120:21

handle 110:1

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handles 48:21

49:16 109:14

happened 53:9

124:2

happens 25:4

happy 35:3 87:4

hat 38:15

head 11:4,5,18

12:3,7

health 176:11

hear 144:11

heard 40:8

59:12 144:13

heavily 156:21

held 1:16 188:16

188:22

help 26:10,23

119:4

helped 152:19

153:7

helpful 10:3

helping 122:17

hereunder

134:12

HESKIN 2:4

10:4,7,11 21:5

21:9,15 54:12

68:24 69:8,12

69:19 184:3

Hi 149:15

151:17

high 176:18

higher 96:22

140:1

highlight 26:22

highlighted

168:17

highlighting

26:15

history 29:20,22

111:8 116:1,19

118:24 119:5

120:3

hold 126:4

holdback

188:12,14

holding 42:3

holds 111:9

134:18

honest 43:17,20

43:21 124:20

125:3

Hotel 34:16

HR 55:5,12

I

idea 10:6 23:18

48:14

identification

5:21 6:14 59:4

144:2 149:4

150:22 187:19

identified 7:6

171:12

identifying

161:17,24

idiosyncrasies

82:6,10

illegal 42:19

immaterial

47:13

implement

10:19 70:19

implemented

70:21

important 40:13

82:24 83:3

84:23 85:9

87:12 88:10,13

imposed 117:1

132:16 139:23

imposition

115:20 117:8

135:18

in-house 57:13

inability 164:18

inaccurate 37:3

144:10,17

inception 12:12

include 30:21

75:6 155:9,13

155:18

included 71:4

73:24 78:9

90:6 129:17

166:17

includes 40:18

including 63:11

73:19 111:9

183:3

income 85:5,10

85:19

inconsistent

16:10

incorporated

177:23

incorporation

19:16

incorrectly

139:12

increased

122:10,11

incurred 157:2

independent

175:14

independently

174:12

INDEX 4:1

indicating

103:14

individual 17:11

17:12,15 35:1

90:20,22,24

91:14

Individually 1:6

individuals

12:17 13:10

43:5,13 53:20

109:20

industry 20:5,18

28:20 38:6

74:8 75:21

79:8,16 81:13

83:5 88:2,4,6

95:13 169:20

info 29:23

information

14:22 16:9

17:21 18:14,14

18:15,18,21

19:13,15,19,22

20:2,4,8,21

21:1 23:4

30:20 32:5,6

37:23 38:19

61:9 62:5,10

62:20 63:23

64:7 74:6,7,17

76:1 78:17

89:21 114:15

118:1 120:22

143:11 161:17

162:1 169:16

187:9

informing

137:12

initial 7:5 16:5

127:2

insolvent 164:22

165:24

inspection 75:6

75:10,15,19

78:2 89:11

inspections

73:20 75:7

76:1

installments

93:7 99:8,17

122:9 127:7,21

128:10,11

instance 39:24

59:16 112:4

167:24

instances 31:12

105:24 106:6

instituted

164:21

instruct 67:22

69:8 119:9

146:7 182:11

instructed

147:13

instructing 67:5

69:10

instruction

59:12

INSTRUCTI...

193:1

instrument

64:21 65:4

interactions

183:1

interest 34:7,13

56:11

internal 23:21

36:20 46:10

147:10

internally 57:12

145:24 146:21

185:2

interrupting

20:15

interview 81:8

introduce

179:17

introduced

152:12

introducing

152:23

investigation

125:12

investor 33:2

34:15

investors 39:14

invoices 20:17

20:23 22:22

23:15,17 74:6

involuntary

166:1

involve 41:22

155:3

involved 32:7

33:24 42:11

43:1 46:20

47:5 56:2

60:22 87:6,9

143:5,19 171:5

174:5 176:5

179:11,20

180:11

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Page 206

involvement

173:5 176:2,3

179:15

involves 43:2

irrelevant 41:4

41:7,8 44:9

irrevocably

130:23

ISO 16:11,24

17:11,12,15

33:12 37:17,19

37:20 44:1,19

46:9 47:6,9

64:5 146:22

179:6,7,8,21

180:18 187:2,5

ISO's 16:6,9,13

16:15 17:14

33:11 38:2,18

43:6 44:5 45:2

62:16 142:4

179:17,19

180:14

issuance 150:16

issues 41:20,22

46:16,17 103:4

item 95:10

items 18:12

26:16,23 75:16

90:9 118:6

iteration 164:10

iterations 74:12

J

Jamie 12:22

13:17 60:17

178:4,24

JANE 1:11

January 57:24

58:12,15 65:13

66:2 70:2

74:12 109:9,17

156:22

Jastrzembski

1:20 192:15

Jenkins 151:2

job 37:21 53:20

Joe 33:1,9 46:3

46:7 141:16

145:10 149:10

149:15

Joe's 180:13

Joe@PARFun...

149:10

JOHN 1:11

JOSEPH 1:14

3:3 5:14

194:10

JS 1:7

Judge 21:11,19

34:22 35:3,5,8

35:9,12 54:8

54:21 58:6

67:24 68:20

69:21

Judge's 59:12

judgment 155:4

155:10

judgments

167:8

June 138:9

151:3

JUSTIN 2:3

K

Kathleen 1:20

192:15

keep 20:15 87:4

128:3,8 145:14

Ken 145:4,11

151:2,7,9

ken@parfund...

151:2

kind 9:8 27:4

37:24 127:14

145:22

knew 42:15

know 9:9,12

10:7,11,12

23:24 24:4

29:14 33:20,21

33:23 37:4,5

37:14,22 39:13

42:18,21,23

44:15,18 46:2

46:3 56:17

72:17 73:20

82:6,12,13,24

83:19 87:8

88:17 91:13

97:11,18 104:4

114:9,19

117:24 118:9

118:13,18

119:18 143:4

143:13,14

147:4,23 150:1

150:3,4 151:21

157:6 160:1

161:16 169:13

169:19 170:21

171:1 177:13

180:16 181:1

183:15 186:17

186:22 190:6

knowledge

194:6

known 39:2

47:14

knows 180:15

L

L 1:4

LaForte 33:1,9

33:24 34:3,6,9

34:12 35:14,23

36:12,22,24

37:8,14 38:3

38:23 39:9,20

40:1,8,18 41:1

41:9 42:11

45:24 47:5

48:14 85:7

141:22 142:11

142:17,22

143:5,16 144:9

144:19 145:3

145:18 146:3,6

147:4 150:2

180:11,16

LaForte's 41:19

47:20 141:16

144:5,16

landscaper 83:7

Landscapers

80:6

landscaping

81:10,16,20

86:4,7,9,10,12

86:13 88:7

language 95:5

98:16 100:9

107:11 129:10

129:15,24

130:6,8,12,20

131:11,12

146:17 156:14

159:2,19

160:20 161:6

162:4,12,16,22

164:3 167:11

167:19 168:9

168:10 169:6

169:23 181:19

large 114:22

largely 47:13

168:7

law 34:24 158:2

158:8 160:24

169:22

lawsuit 9:11

lawyer 161:21

laying 189:18

lays 167:16

lead 40:16 44:2

learn 35:20

38:22 42:10

lease 49:4

177:15

leave 11:15

left 13:20 148:12

lender 82:21,23

length 23:19

let's 68:19 80:9

103:22 118:17

171:18 188:19

188:20

letter 3:10 59:7

116:9,10,12,14

116:15 137:6

140:2,13,21

letterhead 58:23

letters 68:9,14

116:3,4 137:3

137:10 150:17

level 72:7

176:18

LEWIS 1:14 3:3

5:14 194:10

liabilities 188:16

Liberty 1:17 2:4

lie 44:5

lien 155:14

Limit 65:9

limited 54:13

182:20

limiting 68:3,6

68:22

line 4:3,3,13,13

4:17,17 73:20

98:22 145:9

195:2

lines 149:21

Lisa 12:20,21

13:17 47:19

49:19 60:17

172:11,17

178:23

Lisa's 172:17,19

172:22

list 22:21 29:13

29:20,21,24

30:4,6,10,21

31:5 74:7

78:10 89:2

92:6

listed 88:3 91:2

96:19 139:12

listing 91:7

158:20

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Page 207

litigation 4:1

8:19 24:3

155:2 183:16

little 26:11

29:23

LLC 1:4

LLP 1:16 2:3,8

loan 93:11,13

149:16 150:7

151:19 152:2,6

152:10,14,18

153:8

located 180:21

location 49:5

50:16 52:13

log 30:12 115:24

119:13

logistics 121:12

logs 119:17

long 18:23 39:3

39:11 48:11

52:6 57:4

71:22 100:24

121:8,14

156:10,15

167:4 180:19

longer 126:21

look 7:2 24:6

61:17 66:16,19

78:5,6 79:7

80:2,18,22

84:21 85:4,6

91:1,5 112:13

117:14,23

119:9 125:18

132:20 139:2

144:23 159:22

160:6,18 161:4

162:17 182:16

183:24 186:17

190:20,21

looked 80:14

84:24 87:20

90:20 117:21

118:1 186:6

looking 32:15

67:24 80:12

84:18 122:3

136:1 183:21

Looks 176:15

loss 21:23

lot 28:20 71:20

72:13 80:8

186:23

lower 96:22

lying 148:22

M

Mack 46:3,7

149:10 150:1

mailing 51:1

maintain 86:24

maker 60:1,4

making 14:23

84:17 85:14

88:11 113:21

119:7 161:8

193:7

manage 18:1

management

10:24 11:2

113:9

manager 70:17

151:9

managerial

37:24

managing 56:9

manner 146:23

147:15,17

manual 73:8

March 112:14

124:14 125:1

125:17 133:10

134:20 137:21

144:24 146:14

147:21 148:8

marked 5:21

6:13 59:4 94:6

110:17 144:1

149:3 150:21

187:18,23

Market 1:17 2:5

2:9

marketing 7:11

33:13,16 61:24

62:5 68:11

179:5,10 180:2

180:5,20 181:6

181:13 182:6

182:12,19

material 45:6,16

162:22 189:11

materials

182:12,19

math 137:21

mathematically

122:14

matrix 23:23

24:1,5 74:2

75:3 77:15

78:2 85:24

97:14,21

matter 6:11

43:23 44:5

192:9

matters 174:1

MCA 28:17 29:1

29:6,9 30:24

31:7,16,24

32:14,16 78:14

89:21 98:12

99:1,11 100:6

100:10 106:22

108:2 158:21

169:20 170:6

188:21

MCA's 32:7

McElhone 12:22

12:22 13:17

47:19 56:10

60:17 173:4,7

173:17,20

174:23 176:1

176:22 177:17

178:4,24,24

McElhone's

172:23

mean 8:9,12

30:18 49:13

53:15 60:3

77:17 84:16

86:8,11 99:3

99:12 117:21

147:2 158:23

170:23 171:2

182:3 188:13

meaning 62:16

86:22 92:23

95:21 139:9,10

means 63:16

117:24 192:21

meant 72:12

media 78:21

89:8

meet 25:8

meeting 25:5

120:13 165:7

173:13,22

174:4,11,21,24

175:4,9

meetings 24:22

25:1,11,14

186:13

members 148:3

175:11

memory 173:21

182:17

mention 107:6

mentioned 37:4

46:19 74:2,23

90:10 97:21

merchant 7:12

59:11 62:1,7

68:5,13 73:17

81:8,13 94:18

101:12 164:16

164:17 171:6

188:24

merchants

101:22 130:23

131:3 160:12

164:21

methodology

64:7

middle 98:15

mind 145:14

minimum 19:5

minute 54:21

misapprehens...

152:1

misimpression

40:17

missed 186:1,1

190:20

missing 129:11

129:14,22

134:5,6

mistake 140:10

mistaken 150:6

186:2

misunderstood

72:11

model 102:24

modification

70:11 111:14

111:19 132:23

133:1 134:1

135:6,11,13

144:21 145:19

146:7 154:5

174:23 180:11

modifications

108:20 143:9

143:20 158:17

158:19 167:10

167:12 175:16

189:9

modified 68:16

70:9 136:19

164:7 165:2,18

165:19

modify 136:8

Monday 145:12

money 43:2

92:19 93:24

99:13,23

102:12,14,15

102:17 103:15

104:2,10 105:1

108:7,14

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123:22 124:1,4

125:4,17

126:16 127:24

128:20,22

129:1 132:13

138:20 139:16

141:17 146:16

152:11 153:19

monies 93:17

106:2 126:8

130:15 169:3,7

month 39:3

51:23 80:4,4

months 18:24

19:4,5,6 20:7

24:12 27:22

77:12 80:13

177:4

morning 5:24

6:1 10:8,13

mortgage 42:22

188:19

moved 50:22

53:10,14

moving 74:9

N

N 3:1 192:1

name 11:10,22

14:11 38:7

46:1,7,10 49:4

114:19 193:10

names 12:16

28:15 161:15

nature 26:20

27:5 82:1 83:1

83:10 87:18,24

122:2 136:20

147:20 158:18

179:14 181:15

181:24 182:7

183:18

Near 12:12

necessarily 18:6

43:18 58:19

63:12,14,20

73:8 78:8 80:6

82:18 96:10,21

100:14 124:3

145:23 160:16

necessity 76:24

need 8:15 10:1

21:11 31:20

45:5 66:19

72:14 76:2,3

81:12 83:17,19

86:18 88:17

91:13 119:12

122:6,19

151:20,21

160:16 188:15

193:19

needed 8:11,13

70:20 126:8

128:20 135:10

needs 76:4

negotiate 131:16

143:2

negotiated

111:15 112:20

112:21 113:18

130:2 132:3

135:8 143:10

negotiating

113:1 140:16

141:20

negotiation

111:20 114:12

115:1,6 116:7

125:22 126:15

130:11 131:8

132:9 134:14

135:15,16

137:1 154:1,18

154:19

negotiations

119:22

Neither 189:14

189:17

net 139:24 141:7

netted 139:6

never 10:2 42:2

46:13 75:20

121:17 147:24

new 70:14 121:4

NFS's 159:19

nods 35:19

non 95:19 142:1

non-algorithmic

82:21,22,23

Norm 165:6

normal 134:23

normally 32:19

North 50:7,13

50:21 51:17

172:1,3 177:7

notary 192:16

193:19

note 27:17,17,20

28:21

noted 26:6 28:1

192:6 193:8

notes 24:21,23

25:23 26:1,3,9

26:13,14,21,22

27:4 113:11

192:8

notice 1:15 3:9

7:6 61:18 68:7

68:23 69:6

November 34:16

NSF 167:17

NSF's 154:5

number 3:8

36:17 92:24

93:16 95:24

97:18 99:7

100:11 102:6

127:7 149:13

151:6

O

o 42:3 192:1

oath 72:24

object 21:7,18

21:20

objecting 69:22

objection 10:21

15:1,15 17:1

21:3,6 24:15

27:7 31:17

32:2,23 33:6

34:18,21 38:11

39:16 40:19

41:3,11,15

42:6,13 43:8

43:22 44:7

45:9 47:16

48:17 49:7

50:24 51:7

54:6 55:17

58:18 59:9,18

61:5,12 62:23

64:1 65:9 66:4

67:2 69:13,16

69:16 73:14

79:13 81:5

82:15 83:14

85:12 90:4

92:3,15 93:4

93:19 94:2,19

95:7 99:4,15

100:1,13 101:7

101:14,23

102:9,19

103:11,19

104:6,14 105:4

105:8,14,19

106:9,18

107:13 108:15

110:2 112:1

115:21 117:2

117:11 121:2

125:6 126:12

126:23 128:2

128:21 130:17

131:15 132:17

133:11 136:10

136:22 138:23

140:12 141:5

142:8,14

146:10 148:16

152:4 153:14

153:23 154:7

155:5,15,24

156:16 157:3

157:13 158:12

159:11 161:7

166:12 169:24

175:1,18

176:23 177:21

178:1 182:10

189:21

objections 5:10

21:10,12 69:1

69:17

objective 24:10

97:21

obligates 131:13

obtained 160:4

obtaining 23:4

obviously 10:14

80:22 87:3

95:12 103:5

occasions

106:15

occurs 70:12

October 59:8

offer 134:11

offers 181:16

office 48:2,5,7,9

48:11,15 49:21

50:21 51:5,10

51:12,18 52:2

52:4,6 172:2,7

172:10 177:3,9

177:17 180:22

offices 48:6

171:24

Oh 61:22 172:4

okay 6:12,20 7:8

8:7,12,18 10:1

13:19 14:13,16

15:7,11,19,24

16:23 17:8

18:16,20 20:1

20:24 22:8,18

23:2 24:19

28:12 30:22

36:17 39:23

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43:19,21 51:16

52:1 54:2,24

63:13,23 64:18

65:23 66:7,13

66:22 67:20

74:11 76:8,17

76:23 77:3,8

77:23 78:13,23

81:19,23 85:7

89:1,14 91:20

95:16 96:3,11

97:8,24 98:14

100:22 102:2

103:14,23

104:21 106:24

107:4,23

108:23 110:16

111:7,11

121:22 124:7

124:13,18,24

125:16,23

127:10 128:16

130:4 131:23

132:11 134:19

139:22 141:16

143:15 144:19

145:11 150:4

150:11,15

152:9 156:20

157:16 162:21

169:10,19

170:10 171:4

172:4,6 173:17

173:24 178:20

183:12 185:16

old 50:3 68:10

68:11 121:18

older 168:17

once 28:21

177:4

ones 91:2 142:7

online 17:24

30:8 78:21

89:7 115:24

137:17

operates 83:12

operating 48:20

51:13 53:12

operation 42:19

operations

176:18

operator 58:20

opposed 180:12

Oral 1:14

orally 123:21

order 31:8

114:13 122:13

126:6 135:4

143:2 182:13

182:16

organization

35:11 54:16

64:14 178:12

original 10:10

127:22,23

129:3 131:18

132:1 139:7

140:1,19

141:21 193:21

originally 12:17

127:17

origination 7:21

8:6 9:1,9,15,17

10:20 43:24

64:4 71:12,17

72:3 73:1

159:6 168:2

178:17 179:22

179:23 187:24

outline 183:20

outside 55:15

188:22 189:23

189:24

outstanding

22:21 89:21

overlap 13:22

overlooked

190:19

overseeing

176:10

oversight 173:1

owed 91:8

owes 145:15

146:15

owing 115:11

owned 35:24

38:23 45:13

owner 19:13,15

35:16 36:13

37:1,16 39:21

40:3,10 41:10

42:4 45:21

47:22,24

132:10 177:18

177:19

owners 45:3,4

73:22 166:9

ownership

18:15 19:17

34:7,13 38:1

40:17 56:11,13

owns 37:9 39:12

39:15 45:7

177:13

P

P-10 3:11 144:1

P-11 3:12 149:3

P-12 3:13

150:21

P-13 3:14

187:18

P-2 94:6,7,9

95:3 131:11

132:5,21

162:23 163:2

164:1 168:9

P-8 3:9 5:21

P-9 3:10 59:4

PA 2:5

package 90:7,11

page 3:4,8 4:3,3

4:13,13,17,17

7:2,6,10 98:4

98:15 100:11

107:8 112:13

129:22 134:5,9

135:24 162:23

163:2 164:1,1

164:1 167:16

168:8 188:2

195:2

pages 9:3,6 75:8

paid 60:9 93:8

99:8 120:12

122:15 126:21

130:22 137:4

141:2 169:4

179:21,23

180:3 181:13

PAMELA 1:5

paper 73:11

Par 1:10 46:4

141:22 142:2,2

142:4,13 145:6

145:19 151:11

paragraph

95:11 107:8

129:19 130:3

130:10,18

132:20

paraphrasing

169:2

part 12:9 13:13

13:22 15:13

18:13 26:11,18

28:3 31:4 65:5

66:9 73:24

75:13 76:20

77:9 80:1 84:7

85:23 90:6,10

107:16 116:6

119:1,8 126:14

129:18 131:8

131:17 133:7

133:20 134:22

158:21 160:13

164:4 166:24

171:13 178:8

186:12

particular 8:14

41:24 67:7

74:7 97:3

113:15 114:11

116:5 117:9

124:7 127:12

129:18 150:1

174:10 188:24

190:18

parties 5:8

party 47:6,9

60:23 152:23

patch 86:19

pay 92:20 93:24

94:23 95:23

99:13,22

102:16 106:17

106:21 108:14

111:21 114:13

122:9 123:5

127:24 133:9

135:10 139:7

140:7 141:4

151:19,20

152:2,7 153:20

164:18 177:12

188:16

payback 101:11

paying 131:18

149:17

payment 96:4

96:12,15 97:5

100:23 103:9

103:17,22

104:17 106:3

107:1 111:8,14

114:14 116:1

116:19 118:24

119:21 120:2,3

122:13,19

123:12,22

124:11,16

125:5,18 126:2

128:18 129:3

130:16 131:4

132:14 134:18

135:6 137:22

138:21 139:3

139:24 140:18

140:18 141:11

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141:18 143:3

151:18 154:4

154:21

payments 92:24

95:23 104:20

116:24 119:4,6

122:4 125:24

139:13 141:8

142:19 153:12

173:9 188:20

payoff 108:1

116:4,9,10,12

116:14 122:18

137:2,6,10

139:4,15 140:2

140:6,13,20,24

149:16 150:16

152:10

payroll 55:5,9

Pennsylvania

1:2,18 34:17

91:24

people 37:20

38:23 39:12

40:16 53:16

80:11

percent 56:17

56:18 96:2,8

96:14,19 97:5

97:15 98:17

188:13,14

percentage 29:8

95:19,20 96:13

96:18,22 98:17

98:23 101:5

103:6 127:15

169:12

perform 56:19

57:17 83:24

90:18

performance

102:23 103:3

performed 57:5

57:19 89:10

performing

57:12

performs 61:3

87:15

perimeters

30:19 32:7

period 9:21

30:19 53:2,7

66:24 93:23

126:2,21

128:19 157:18

157:20 158:11

160:5 167:9,20

168:12

periods 13:11

permitted 54:10

permitting

142:11

person 38:8 42:3

108:18 112:24

113:6 114:20

120:18

personal 155:20

167:3

personally 38:9

46:23 155:19

156:6 171:4

personnel 49:15

53:10,15

persons 108:18

pertain 62:11

63:10,14,15,18

63:21,22,24

pertained 63:5

66:3 181:9

pertains 182:14

Philadelphia

1:18 2:5 48:16

49:22 53:11

phone 2:6,10

58:6 68:20

135:4 137:16

physical 180:24

piece 73:11

107:19 135:7

pieces 78:21

place 1:17 2:4

29:1,10 31:1,7

31:15 39:5

65:13 70:2

75:14 76:21

78:15 125:23

131:14 174:22

189:12

Plaintiff's-8

6:13

Plaintiffs 1:7

planning 95:23

platform 17:24

play 56:15

please 7:3 61:19

132:21 145:10

149:15 188:18

plus 32:5 138:12

138:12,13,13

point 47:4 50:8

70:7 95:3,18

116:17 118:2

130:4,10

134:13 135:14

165:16 171:15

points 191:2

policies 8:23

62:21 70:10,19

79:11 81:3

90:19 108:10

147:12 181:9

182:4

policy 7:23 8:2,5

8:6,15,16,18

15:12 19:7

63:5,10,16

65:12,18 67:7

70:1,14 71:7

71:13 75:13,18

76:20 110:5,7

136:18,24

147:18 188:1,9

189:15

portal 117:13,18

117:22 118:2

118:11,23

119:11,13,17

119:21 120:4,7

120:23 121:5

121:10,18

137:17

position 14:1

38:1,17 53:6

67:11

positive 27:18

possible 151:18

174:18

potential 70:18

power 163:21

practice 9:16,18

38:5 45:1,22

63:17 119:16

170:2

practices 61:10

62:11 85:16

precertification

182:21

precise 96:21

predicated

102:3

prefer 19:4

preferably 19:6

preparation

26:12 74:15

111:5 119:1

133:7 143:16

148:5 150:12

153:1 190:10

prepare 23:22

prepared 91:6

presence 49:13

50:8

present 1:22

156:23 157:4

174:23 175:4

President

172:21,24

176:9

presumably

47:14

pretty 16:10

79:4 186:7

previously

113:17

price 94:23

95:11 169:11

primarily 48:8

48:20 135:20

137:15 175:8

primary 95:9

prime 180:1,9

180:12 183:2,5

183:6,9 184:8

184:9 185:11

185:17,23

187:3

print 30:2,4,7

prior 20:6 23:15

24:12 50:3,5

57:7 94:6

109:17 110:17

164:10 166:6

problem 21:19

69:21

procedure

140:23

procedures 7:16

7:19 9:15

62:17,21 73:8

81:4 108:11

147:10 182:5

proceed 17:20

82:7 150:17

proceeding

79:17 164:20

166:1

proceedings

192:6

process 44:6

51:14 70:13

79:4 82:9

111:17 145:20

174:13,15

processing 49:3

49:6,10 52:17

53:11 57:20

64:6 109:16

178:9

produce 86:14

produced 8:19

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9:11 10:4

22:23 24:2

33:18 62:15

73:23 84:14

116:5 160:11

183:16,23

184:1,4,18

186:7,8 190:6

product 181:18

181:20,21

182:1

production 4:12

10:8,13 186:3

190:13

products 181:16

professional

147:15

profit 21:23

program 99:2,7

99:12 100:6,10

107:21 129:11

159:6 162:24

projected 23:10

23:19

projection 23:22

projections

23:12

promoted 13:24

promptly

193:23

proof 19:17

proper 2:3 3:5

5:23 10:9,16

10:17 11:1

15:6,18 17:4

20:19 21:5,21

24:18 27:10

31:21 32:10

33:1,8 34:20

34:20,23 35:6

35:10,13 38:16

39:18 40:7,23

41:6,13,15,17

42:9,17 43:11

44:3,14 45:11

47:18 48:22

49:11 51:3,9

54:10,15,19,23

55:1,20,22

58:11,21 59:6

59:14,20 61:7

61:16 62:3

63:3 64:9

65:11 66:6

67:4,10,18

68:2 69:2,22

69:24 72:23

79:19 81:6,15

82:19 83:22

85:17 90:8

92:8,16 93:9

93:21 94:4,24

95:8,15 98:8

99:10,19 100:3

100:17 101:9

101:17 102:1

102:11 103:1

103:13,21

104:8,15 105:5

105:10,15,20

106:11,23

107:17 108:17

110:4,22,24

112:3,12 116:8

117:6,16 121:7

125:8 126:18

127:3 128:6,23

130:19 131:9

131:20 132:19

133:14 136:12

137:5 138:24

141:1,9 142:10

142:16 144:4

144:14 146:13

148:18 149:6

150:24 152:8

153:16 154:2

154:10 155:7

155:17 156:3

156:19 157:9

157:15 158:14

159:13 161:14

161:18,22

162:3,7,11,14

165:11 166:15

170:4,19,20

171:10,23

172:16 174:16

174:19 175:3

175:20 177:1

177:22 178:3

182:14,17,23

182:24 183:22

184:19 185:1,5

185:24 186:10

186:19,23

187:1,21

189:22 190:12

190:17 191:5

proportionality

97:22

proposed 160:13

162:19 171:13

prospective

111:18 176:19

provide 19:19

23:8 31:13

37:23 61:8

102:12,15

provided 28:11

89:20 102:2

116:18 137:2

152:16 187:13

193:13,19

provides 14:20

187:10

providing 38:18

43:2 93:14

provision

102:22 103:2

133:2,16

156:24 157:11

163:22 164:15

165:1,15

170:16,22

171:2

provisions 158:2

158:5 160:23

161:2 169:22

public 1:21

37:15 39:19

40:2,9 58:16

192:16 193:20

pull 32:20 38:14

65:7 72:1

pulled 66:21,24

67:1 76:18

pulling 30:10

32:5 76:24

purchase 94:22

95:11 130:22

134:12,15

135:5 169:3,11

purchased 102:7

131:5 169:13

purchaser 133:5

134:3,10

Purchases 136:5

purport 187:13

purpose 47:2

127:5

purposes 5:21

59:4 65:24

67:12 144:1

149:3 150:21

187:18

pursuant 1:15

182:12

pursue 155:1

pursuing 23:16

put 17:22

106:12 161:22

Q

question 29:15

39:17 41:12,16

59:19 61:6,13

62:24 63:2

65:10 66:1

68:21 69:18,18

83:6 110:3

144:12 155:6

172:19 174:17

183:3 184:15

questions 5:11

8:14 10:2 18:4

18:7,11 35:1

54:7 59:10

67:6 68:4

69:15 72:8

79:15,20 81:3

81:24 83:4,10

83:16 88:15,19

149:22 157:18

193:23

quick 171:18

R

R 192:1

R&R 187:6

rad 151:22

raise 54:7,21

rapport 143:2

ratio 85:5,10,20

re-coop 159:9

read 6:23 61:19

63:1 129:9

130:12 131:10

133:5 145:16

149:18 168:24

193:2,3 194:3

reading 5:8

real 46:1,6 51:5

really 79:6 82:3

85:8 91:18

121:16 180:8

reason 56:5

126:19 140:9

143:20 186:18

193:5,10 195:2

reasons 123:2

148:19

recall 9:7 10:15

26:4 28:12,15

36:7,8,14,19

38:9 39:1,22

39:24 40:6

57:22 65:22

66:8 74:11,14

87:23 106:4

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110:13 113:2

144:15 173:15

183:7,14,23

185:15,16

186:12,21

189:11

recalled 26:13

receipts 96:9

106:17 131:3,5

169:3,13

receivable 22:12

22:19 23:7

132:2

receivables

20:11 23:3,3,5

23:6,9 24:9

26:17 27:6,14

44:23 74:4

84:5,16,19

91:3,4 95:14

95:22 97:6,16

103:5 126:14

126:16 127:8

127:16,18,20

129:4,20 130:2

130:9 131:7,17

131:22 134:16

134:20,22

135:2,5,9

156:5 170:24

188:20

receive 6:17

22:15 194:1

received 6:21

16:5 20:17

140:14,17

receives 131:4

recess 58:8

112:9 171:20

recognize 94:7

reconcile 140:23

reconciliation

170:15,21

171:2,5

record 112:7

149:7 161:22

recourse 129:20

130:22 168:10

Recruiting

33:13,16 179:4

179:10 180:2,5

180:20 181:6

181:12

redacted 161:8

161:13,15,23

162:2,4,13,16

redaction 162:8

162:10

reduce 126:2

142:18 151:18

173:8

reduced 114:14

122:13,20

123:12 154:20

reduction

122:24 124:2

134:17

refer 8:3,8,15

49:2 66:11

67:15 107:18

118:5

reference 31:3

112:14 115:5

173:11

referenced

115:1 164:7

referencing

120:1

referred 98:7

100:5

referring 7:20

9:10 22:19

28:6 36:4

48:23 50:12

67:21 75:3

81:17 95:24

118:21 120:1

129:10 152:6

164:17 167:22

170:17 191:3

reflect 25:4

96:21 113:5,11

117:8

reflected 99:18

102:5 137:9

reflects 132:1

Refresh 182:17

regarding

129:17 174:22

regards 120:10

123:14 133:23

153:1 165:7

176:12

region 91:21

regionality

75:22

regular 147:10

147:12

regularly 37:15

rejected 68:13

133:23

related 59:11

88:7

relating 73:4,7

185:11

relation 96:12

relevant 67:12

74:5 182:20

rely 73:12

relying 114:16

120:6 130:13

133:24 135:17

136:7

remainder

164:1

remained 168:6

remedies 154:11

154:16,22,24

155:8,12,18,22

164:4,6,13

remember 36:23

37:9 70:3 72:6

89:12 190:11

remit 131:1

removed 165:15

165:17

renegotiated

127:21

renegotiation

129:19

rent 177:12

reorganization

164:23

rep 42:4 44:1,12

44:16 85:13,15

112:23

repaid 100:20

116:23

repair 83:8

repay 93:16

102:7,14 169:2

repaying 101:12

169:7

repayment

115:10

report 22:20

30:13,14,17

32:8,18 63:24

65:7 66:23

74:22,24 75:2

75:5 76:9,15

76:18 77:1,10

78:1 88:22

89:5 91:6,9

reporter 5:2,20

59:3 143:24

149:2 150:20

187:17 192:16

192:23

Reporter-Not...

1:21

reports 22:12,16

62:4 66:21

73:19

represent 6:10

37:23 39:14

40:9 43:15

45:2 49:20

59:15 142:12

representation

124:14

representations

44:16,19 161:9

representative

59:16,21,24

representatives

43:20 113:10

146:19

represented

33:2 36:12

37:8 39:20

40:2 58:16

184:9

represented0

35:15

representing 2:6

2:11 36:24

37:15 39:12

43:6 50:19

162:11

represents 38:8

reproduction

192:21

reps 37:20 39:7

145:21 146:22

request 4:12

10:10 78:13

116:13 122:21

122:23 173:8

174:6,22

180:10

requested 10:12

78:11 91:10

111:13 137:3

requests 134:17

173:14

require 21:1,22

22:2,5,9 44:20

79:12 80:8

100:23 193:24

required 16:20

17:5 18:17,21

20:9 31:7

66:14,15 75:19

75:20 77:1,2,6

77:9 89:14

90:18 93:1,7

93:24 99:13,22

102:7 103:17

122:9,15

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141:3 169:2

requirement

19:2 166:4,5,7

168:24

requires 134:2

requiring 19:22

20:21

rescind 134:11

reserve 10:14

reserved 5:11

reserves 134:11

resides 48:20

resolve 134:16

Resources 33:14

33:16 179:5,11

180:3,6,21

181:6,13

respect 7:10

38:18 52:12

55:15 61:9

62:5,21 161:1

161:5 163:4

173:8,14

174:20 180:6

184:8,11

respected 62:22

respective 5:8

respond 146:2

150:5

responded 150:2

responding

151:24

response 68:10

146:4 149:24

153:19 173:24

184:10

responsibilities

12:6 53:23

54:3 55:3

60:19 172:18

172:24

responsive

184:2,11

rest 107:10

162:19

restate 101:15

restructure

107:1 129:2

132:14

result 154:20

retain 86:23

return 139:13

141:8,10

193:21

returned 104:19

returns 78:7

111:9 119:3

133:21

revenue 20:8

23:19 79:21

80:4,15,18,22

83:12,19 84:8

84:11,14,20,21

85:1

revenues 20:5

22:23

review 7:23 8:24

14:23 15:3

20:7 26:5

29:12,18,19

35:22 64:22

71:8,21 88:22

89:1 111:4

113:23 114:24

116:1 133:17

144:5 170:5

185:6,10

186:11 188:5

reviewed 7:16

8:2 22:14

25:22 27:22

28:3 74:19

89:4,7 123:13

174:2

reviewing 35:21

118:24 175:8

175:12

revised 156:21

166:19

right 7:1 8:16

10:15 19:8,14

31:11,19 40:14

43:3 45:14,17

47:15 50:14,17

50:23 62:19

65:21 66:3

70:4,5 71:11

72:9 77:10

80:18,20 83:6

83:13 84:3,4,8

84:9,19 85:5

88:16,20 89:5

89:8 93:15

98:16,22

100:18 106:4

108:2 109:6

117:10,12

118:3 121:1

126:3,19,22

131:22 132:2

134:11 136:20

137:22 138:9

138:14,21

153:22 155:23

156:6 159:2,10

159:16 160:3,7

160:20 161:6,8

162:19 175:17

175:23,24

178:24 181:21

187:10,11,14

188:10 189:16

190:7 193:3

risk 168:1

ROBERT 1:4

role 141:16

142:17 143:8

152:9 180:13

roles 55:2 60:18

ROTHSCHILD

2:8

roughly 138:12

routinely 58:22

RTR 93:1

111:22 122:9

122:15 128:10

128:12 131:18

131:21 135:10

135:11 140:1

140:19

rules 193:24

run 30:13,14,17

32:19 76:5,6,9

76:16 125:11

running 42:19

87:5

S

s 3:6 20:24

S-H-E-L-P-I-N

14:12

sale 135:1

sales 33:10,12

39:7 42:4 43:6

85:13,14

145:21

Sanchez 21:11

sanction 68:19

satisfy 93:1

saw 35:23 36:11

36:18 37:2,7

185:21

saying 44:4 69:3

71:6 81:23

126:15 129:22

139:14 161:10

says 34:24 62:14

67:20 69:6

76:2 99:11

104:1,10

132:23 151:6

153:18 182:18

SBA 122:17

152:10,14,17

153:8

schedule 50:11

91:3,5,13,16

98:9,11,11

100:5,8 102:5

129:8,16 139:3

159:15

scope 38:12 54:9

68:8

sealing 5:9

search 30:22

31:22 185:24

seasonal 80:7,10

seasonality 80:5

81:10

second 19:12

98:3 112:13

120:21

secretary 178:13

section 136:4

164:7

secured 152:10

181:20

securing 24:13

security 166:8

166:10,16,24

see 28:18,21

31:4 36:15

37:17 50:10

91:16 98:18

112:16 149:11

149:24 150:11

151:4 160:6,18

160:24 161:5

161:10 162:17

seeing 9:7 26:4

26:13 38:10

87:23 139:19

185:16

seeking 164:22

164:23

seen 6:14 10:3

15:14 26:8

46:12 111:1

sees 176:11

seller 130:23

131:2

send 16:17

sends 103:24

sense 93:7

122:14 123:7

sent 59:7 115:18

137:12

sentence 169:1

separate 180:23

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served 13:12

service 86:20,22

112:22 129:12

133:21

serviced 64:5

services 1:4 56:7

56:20 181:16

187:9,12

servicing 55:19

55:20 56:14

58:20 86:7,8

86:14

sets 132:5

setting 116:22

settlement

184:13

Shane 2:4 21:17

shape 75:9

share 51:10

sheet 3:14 189:8

190:3,14 193:6

193:9,11,15,22

195:1

sheets 22:6

Shelpin 14:9

Sheraton 34:16

shifted 121:4

shit 145:14

146:19 147:5

147:24

shop 83:8

short 58:8 112:9

171:20

shorthand 64:24

show 50:12

110:16 120:6

161:10 187:22

showed 186:6

sign 166:8,9

193:10,11,17

193:18

signature 46:9

193:21 194:13

signed 133:4,8

134:2

significant

159:24

signing 5:8

193:14

similar 67:13

similarly 1:7

simply 31:13

single 176:24

sisters 179:2

sit 170:11

site 73:20 75:6,7

75:10,14,19

76:1 78:2

89:10

sitting 72:20

situated 1:7

six 19:6 77:12

80:13

sizes 95:12

Snap 170:8

social 78:21 89:7

sold 134:20

sole 47:24

134:13 173:3

solely 56:8

soliciting 7:11

61:24 62:6

68:12

Solutions 1:10

6:3

somebody 37:8

119:9

someone's

119:14

sorry 57:14

103:20 128:7

133:24 134:8

sort 153:24

158:21 183:20

sourced 108:24

space 193:13,18

speak 113:14

121:13 143:15

146:23 147:19

148:6

speaking 21:10

21:12

special 40:5

specific 7:19 8:4

8:8,13 22:8

25:19 26:3

32:9,12,12

36:3,7 37:5

64:7 71:21

79:7,15,20

81:20,24 93:15

94:22 112:24

118:5 119:20

119:24 123:19

123:24 129:9

132:4 165:7,13

165:20 173:6

specifically 7:17

9:6 11:2 20:6

21:1,24 22:18

27:19 28:4,16

35:22 63:7,19

70:3 80:24

83:4 87:22

89:12 97:12

113:2 114:1,4

114:20 117:20

135:24 137:12

143:4,8,14

153:6 164:5

182:15 186:13

188:9

specifics 42:24

44:22

specified 95:19

96:13 98:17,21

98:23 100:19

100:20 102:17

103:9 131:2

169:11

Specify 30:19

Spectrum 49:3,5

49:9 51:11,13

51:14 52:17,19

53:11,18 54:5

55:3,14,24

56:3,6,11,19

57:3,4,20,23

58:2 64:6,11

64:13,19 65:1

108:19 109:16

110:1 113:15

124:9 151:15

177:8,13,14,18

177:19 178:5

178:20 183:3

189:14,17

spell 11:10,21

14:10

split 174:11

spoke 114:8

147:1 148:1,3

spoken 156:10

spreadsheet

24:7,10

squat 177:11

staff 146:22

153:5,7

stage 182:22

standard 9:16

9:17 15:7,11

16:8 45:22

63:17 81:8

85:16 107:11

119:16 134:22

140:23 147:17

153:17 156:2

166:10 170:2

189:4

start 12:14

started 12:13

46:20 166:23

starting 162:23

starts 145:12

statement 24:8

33:4 37:3,12

37:13 40:11

51:4 113:22

125:20 134:1

146:14 162:9

statements

18:22 19:3

20:7,10,12

21:23 26:15

27:23 73:22

77:3,13 78:1,4

80:3,13 89:15

states 1:1 92:6,9

stay 168:11

stayed 169:8

stenographic

192:8

steps 8:11

stipulated 5:6

stipulations

4:16 5:3

stop 8:7 21:11

76:11

stopped 76:10

story 119:2

Street 1:17 2:5,9

48:10,12 49:5

49:13,18,21

50:7,13,22

51:18 52:5,7

52:10,13 172:1

172:3 177:7

stress 132:8

strike 13:1

16:19 24:20

44:17 88:9

90:22 92:11

94:15 97:4

102:14 107:24

112:6 121:23

171:17 179:18

185:10 190:1

struck 127:2

structure 94:21

121:17 127:1

133:20 167:16

168:21 169:18

184:24

structures 101:1

stuff 71:20

72:13 146:24

147:2

subject 145:9

193:14

submit 16:9

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17:16 18:18

19:3 20:9 21:2

21:23 22:3,6

22:10,15 89:15

submitted 18:12

19:23 89:17

subpoena

184:10

subsequent

129:16 130:1

137:2

subsequently

107:3 126:17

129:23

substance

113:11 193:4,8

substantial

167:14

sufficient

103:16 106:2

124:10,15

125:10 130:15

sum 113:11

supervising 12:8

supervision

192:23

supplement

70:14

supply 116:3

SUPPORT 4:1

supposed 8:20

15:13

sure 10:16 63:22

64:2 75:9 83:9

92:10 95:2

101:4 112:17

149:23 152:21

157:21 165:10

176:16 184:6

185:19 190:4,8

surplus 139:6

Susan 11:7,8

13:13 58:3

145:6,11 146:2

146:24 147:19

148:7,7,10

175:5,6,8,9,14

sustain 95:22

sustainable

96:17

sworn 5:15

system 30:12

113:10 121:6

T

t 3:6 81:23 192:1

192:1

tactic 39:7

take 7:2 17:21

18:2,8 22:11

69:15 72:22

76:24 118:8

131:14 171:18

190:20,21

taken 1:15 58:9

100:11 112:10

121:8,15 154:1

171:21 176:17

192:8

takes 18:10

145:13

talk 18:16 37:21

103:22 108:12

118:17 129:6

141:19 165:8

talked 135:3

137:19 182:4

183:4

talking 37:20

64:20 65:8

67:16,18 71:23

73:9 108:5

120:9 123:8

159:4 180:14

182:5 186:5

188:7

talks 110:8

135:1 181:17

tandem 142:21

tax 22:3 78:7

technically

104:3

teeth 80:11

tell 7:14 12:16

13:9 17:8

26:10 45:3

72:21 73:10

81:19 86:5

97:14 98:6

123:16 145:12

161:7,9,12,14

172:6

telling 35:23

38:3,23 66:18

100:22 147:5

tells 125:16

ten 51:24 149:16

tenant 52:9

term 92:13,18

92:20 93:2,3

93:11,22 94:1

98:1 99:1,11

100:5,9 102:4

102:17 111:24

126:10 131:19

terminated

148:9,11

terms 19:2 27:5

44:5,10 61:10

79:12 81:3

86:3 93:6,12

94:22 95:3

101:18 129:3

136:2 143:3

145:19 162:24

165:20 169:11

testified 5:16

48:15 49:12

63:4 64:15

72:2 85:7

113:17 144:9

161:11 185:2

188:6

testify 7:14

71:15

testimony 72:24

96:3 115:17

187:24 191:1

193:13

Texas 79:8 92:2

160:12 171:11

thank 110:23

182:23 194:2

thanks 21:8

145:10 151:21

191:5

thi 28:4

thing 65:3 76:2

81:9,11 122:14

things 9:13

74:23 77:8

80:14 82:3

86:16 90:2

107:6 108:13

147:14 149:15

161:11,12

167:17 176:9

176:17

think 62:14 95:1

98:16 107:7

121:15 128:4

167:13

thinking 72:8

178:18

third 20:1 47:6,9

60:23 129:19

This's 88:21

thought 63:4

65:13,16 72:1

75:4 104:16

111:17 127:9

129:13 134:8

134:24

three 11:17 14:6

18:24 19:4,5

20:6 52:8

77:12 80:13

105:11 109:23

149:20 160:10

178:23

time 5:12 9:21

11:6 13:3,11

30:20 31:1

47:4 51:24

53:2,7 56:14

57:10,15 66:21

66:24 70:7,9

75:14 76:21

93:23 104:24

116:13,17

126:2,22

127:12 128:4,8

142:3 151:10

157:8,17,19

158:10,17

160:5 165:6,16

166:18,23

167:1 171:15

180:1,9,12,19

183:2,5,6,9

184:8,9 185:11

185:18,23

187:3

times 13:7 51:20

51:22 105:6,11

105:16 106:8

167:18

title 172:19

178:10

titled 136:4

titles 53:20

today 61:15

72:18 104:1

170:11 184:4

190:22 191:4

today's 143:16

told 148:1 153:7

173:12

ton 145:15

146:15

tone 40:5

tooth 83:18

top 49:24 132:1

139:7

topic 7:10,15

35:3 61:18,22

63:1 67:22

topics 61:17

67:16 68:1

Tory 11:20

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13:21,23

total 110:13

115:10 116:16

122:15 139:3

transaction 15:5

15:8 23:1,20

25:20 31:13

38:21 44:1

63:6 67:14

74:10 82:14

84:1,22 85:2

92:14,18 93:14

95:6 100:16

122:18 135:10

173:4,6 179:12

179:20 180:7

transactions

28:2,7 29:6

62:12 67:13

94:18 95:12

189:5

transcript 144:6

192:10,20

193:22

transfers 26:17

Transparency

47:3

treasurer 60:21

trial 5:12

tried 104:23

106:7

true 24:17

184:21 194:5

trust 47:3

truthful 37:11

37:12,13 43:16

51:4 125:14,20

try 106:21

trying 41:9,14

140:11

turn 7:9 98:3

turns 22:3 44:2

two 7:2,6 11:17

14:1,15 48:13

76:13 105:6

109:23 115:23

134:9 135:24

148:13 149:15

149:20 162:23

163:2 179:19

tying 128:3,8

type 18:20 19:15

20:4,5,8,24

23:7,12,21

76:14 81:14,20

83:5 87:13

88:2,4,17 91:9

113:10 132:16

154:4 167:12

169:15,22

types 9:13 20:12

20:16 80:9

108:12 164:14

175:22 176:9

typical 61:10

79:1,4,11

88:14 101:10

101:18,22

typically 77:21

77:23 78:5,6

78:10,13,18

90:2,18 91:10

U

UCC 155:14

168:1

Uh-huh 39:10

132:24 137:23

138:15 149:12

ultimately 137:3

unable 104:11

154:3

uncouth 146:17

underlines

149:8

Underneath

98:23

understand

24:11 51:17

63:9 69:2

79:17 81:9

87:13 88:16

104:23 128:5

129:21 167:24

174:13

understanding

6:6,9 20:17

41:18 80:8

81:19 82:4

86:5 88:10

131:12 140:20

164:11 168:18

170:15 175:7

understood 39:6

95:1 168:5

underwrite 90:1

188:24

underwriter

11:4,5,18 12:4

12:7 18:11

underwriters

15:12,20 16:2

18:3,9 19:9

57:7 65:1,6,17

70:16,23 73:11

74:8 78:18

90:16 179:17

underwriting

7:12,21 8:5,15

8:24 9:9,16,18

10:20 12:8

15:4,8,12,21

16:1 19:1,21

20:20 22:13

23:23,24 24:5

44:11 56:23

57:1,5,12,17

57:19 61:11

62:1,6,22

63:18 64:10,14

65:2,5,12

66:12 67:19

68:12 70:1,6,8

70:12,17 71:5

71:10,12,16,17

72:4,12 73:1,5

73:7,12,18,19

74:1,13,22,24

75:2,5 76:3

77:9,15,24

78:2,19,24

79:3,10,12

80:2 81:1,2

82:5,9 83:20

83:24 84:1,4,6

85:16,24 87:12

87:20,23 88:5

88:8,12,15,20

90:3,7,10

91:20,23 95:18

96:8,16,18

97:2,14,20

150:10 175:13

176:6,13 178:8

188:1,8,23

189:7 190:2,13

190:16,23

underwrote

7:18 58:2

unique 80:20

81:1

unit 180:23

181:2,3

UNITED 1:1

unrelated 59:11

unsuccessfully

106:8

unsure 117:3

updated 71:1

use 16:14,15

17:24 18:6

30:7 45:24

46:6,7,8,10

65:1,4 70:23

74:9 94:13,16

94:17 96:20

100:8 123:6

134:14 135:12

145:21 146:17

156:11,15

182:6 189:4

uses 17:16 63:17

64:11 188:23

usual 5:2 81:11

85:21

usually 150:17

ut 42:3

V

V-I-L-L-A-R-...

11:23

Valley 34:17

Vals 165:6

various 175:15

vary 94:23

vendor 55:15

vendors 151:20

venue 158:5,9

verbal 25:15

120:9 150:14

150:17

verbally 17:22

18:2,8,10

111:15

verification

73:21 117:19

119:10

verified 120:24

124:22 125:1

verify 18:12

43:24 117:14

117:17 124:19

version 64:24

156:22 166:6

168:17

versions 129:16

Villarose 11:20

11:24

Villarose's

11:21

voluntarily

148:14

voluntary 166:1

volunteering

60:12

vs 1:8

W

waived 5:10

waiver 133:1

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waivers 157:23

158:9 160:23

169:22 170:12

walk 15:24 30:9

70:12 176:8

want 21:8,14,20

21:20 30:20

32:11 40:16

51:16 54:22

67:15 68:8,18

69:15 72:16,19

73:10 76:13

80:22 82:5,12

87:3 91:16

95:2 98:14

123:5 129:21

137:20 157:5

161:12,14,18

166:22 174:14

184:17,19,20

184:20 191:4

wanted 32:16

98:5 184:6

188:11

wants 46:9

warned 21:16

warnings 21:18

warranted

134:16

wasn't 43:23

80:20 166:13

166:21 174:1

185:19 186:14

191:1

way 29:15 43:16

53:24 85:6

99:21 118:10

160:1 177:16

ways 63:13,14

we'll 10:13

24:19 54:20

we're 10:14

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71:3 72:20

84:5 108:5

121:5 125:24

126:1 127:12

139:19 161:23

191:5

we've 29:24

156:10,17

175:16 180:18

186:13

week 39:2

151:19

weekly 101:3

103:17

went 25:21

115:14 119:2

128:1 186:14

weren't 190:17

WHITE 1:16

2:3

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WILLIAMS

1:16 2:3

willing 105:21

108:13 126:1

window 79:21

wit 184:11

withe 44:11

witness 3:2 4:2

7:4 10:15,23

15:3,16 17:3

20:16 24:17

27:9 31:19

32:4 35:1,19

38:14 40:6,21

41:4 42:8,15

43:10,23 44:9

45:10 47:17

48:19 49:9

51:1,8 55:19

58:19 61:22

64:3 66:5 67:5

69:4 73:16

79:14 81:7

82:17 83:16

85:13 90:5

92:5 93:6,20

94:3,20 95:9

99:6,16 100:2

100:14 101:15

101:24 102:10

102:20 103:12

103:20 104:7

105:9 106:10

106:19 107:14

108:16 112:2

115:22 117:3

117:12 121:3

125:7 126:13

126:24 128:3

128:22 130:18

131:16 132:18

133:12 136:11

136:23 140:13

141:6 142:15

144:13 146:11

152:5 153:15

153:24 154:8

155:16 156:1

156:17 157:7

157:14 158:13

159:12 165:10

166:13 170:1

175:2,19

176:24 178:2

191:7 193:17

193:18,19,20

194:13

WITNESSES

193:1

women 14:6

word 93:22

135:12

work 48:2,7

52:1,4,13

87:14 104:4,22

105:22 106:13

126:1,6 142:20

172:9 174:3

175:10 177:2,6

worked 47:7

54:4,5 141:20

working 16:11

53:12 60:22

62:16 108:8

180:18

workout 108:6

works 49:17

world 41:2

worried 97:1

worthiness 74:3

96:23

wouldn't 67:1

72:7 111:15

117:8 121:3

146:17 174:5

write 106:16

writes 104:9

145:3,10 146:4

149:15 151:17

writing 123:21

133:4 134:2

164:18 165:24

written 7:23 8:2

10:19 19:7,21

20:20 33:15

43:12 55:23

64:10 73:11

108:10 115:4

115:18 181:5

187:2

wrong 87:3

186:24

wrote 106:1

X

X 3:1,6

Y

Yeah 32:11

62:10 66:11

79:9 80:12

92:19 98:24

99:3 101:18

123:8 133:18

139:5 163:3

year 39:3 79:21

80:11 166:22

years 11:17 14:1

14:15 39:3

48:13 52:8

76:13 148:13

Yellowstone

170:7

Yelp 75:8

Yep 132:22

Z

zero 184:10

0

0that 154:5

1

1 4:18 57:24

121:24 123:12

123:17 138:2

1.1 163:5

1.10 163:18

1.11 163:22

1.2 163:7

1.3 163:10

1.4 134:10,24

135:12,17

163:12

1.5 163:14

1.6 163:16

1.7 163:18

1.8 163:18

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1:17 191:8

10:00 1:19

100 56:18

141:12

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192:9

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100:4 128:13

128:17

111 128:1

12 4:5 138:4

167:16

14,000 110:15

131:24 137:20

139:7,20,24

140:18 141:2

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141:13

141 50:7

144 3:11

149 3:12

15 4:9 138:12

158:15 163:1,4

165:2 166:11

166:14,20,21

167:21 189:5

150 3:13

16 4:7,8

1650 1:17 2:5

17 70:2 112:15

133:10 137:21

138:7 144:24

146:15 157:5

158:15 163:1,4

165:2 166:11

167:21 189:5

172 4:9

18 4:6,11

18-CV-00268

1:6

18,200 138:13

1800 1:16 2:4

186 4:14

187 3:14

19102 1:18

19103 2:5

2

2 4:8 164:1

20 139:21 177:7

2000 2:9

2012 12:15 53:4

156:18

2013 9:24 10:18

13:15

2014 13:24

2015 74:12

156:23 157:10

157:19 159:23

167:5 189:8

2016 53:5,9

109:21 166:22

167:1

2017 13:15 57:6

57:8,24 58:12

58:15 65:13,20

66:2 109:9,17

112:6,15 121:6

121:24 123:12

123:17 124:8

124:15 125:2

133:10 134:21

144:24 146:15

147:21 148:8

151:4 157:10

157:19 160:8

167:6 189:8

2019 59:8

202 181:2

2020 1:19 192:9

205 52:5,7,9,12

20th 2:9

21 34:16 138:9

215-299-2842

2:10

215-864-7142

2:6

22,000 137:7,13

138:14,18

140:8,10

23 4:4,6

24 59:8

25 96:2,8,14,19

97:5,15 98:17

2nd 50:7

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3 4:14 112:5

130:3,10,18

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3,200 138:7

3.1C 164:17

30 107:3 188:12

188:14 194:1

309,338.25

115:15

30B.6 35:2

30B6 54:9,18

61:18 68:7,11

68:19,23 69:6

316,339.25

115:15

32 4:4

3200 138:13

33 4:5

34 4:6

3500 33:3

39 4:7

3K 151:18

3rd 48:9,12 49:5

49:13,18,21

50:13,21 51:17

172:1,3 177:7

4

4 138:12 164:2

4,000 122:1

138:2,5,9,12

138:13

4.1 132:20

4.2.1 164:7

4/11/17 126:5

41 4:8

5

5 3:5,9 4:4,18

151:3

5,000 114:14

5,000.25 97:4

5,000.75 96:6

97:5

50 92:9

54 4:9

547,600 139:8

140:19

59 3:10 4:10,11

6

6 4:5,9

61 4:4,5

62 4:6

7

7 4:7

7,000 120:2

138:11

7,001 112:16

115:9 133:10

137:21

8

85,907.95 139:4

9

9 4:10

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