UNITED STATES BANKRUPTCY COURT

DISTRICT OF PUERTO RICO

In Re: ) Docket No. 3:17-BK-3283(LTS) 

 )

 ) Title III

The Financial Oversight and )

Management Board for )

Puerto Rico, ) (Jointly Administered)

 )

as representative of )

 )

The Commonwealth of )

Puerto Rico, et al., ) June 6, 2018

 )

Debtors. )

_____________________________________________________________

Siemens Transportation ) Docket No. 3:18-AP-030(LTS)

Partnership Puerto Rico, ) 

S.E. ) in 17-BK-3567(LTS)

 )

 Plaintiff, )

v. )

 )

Puerto Rico Highways and )

Transportation Authority, )

et al. )

 )

 Defendants. )

_____________________________________________________________

OMNIBUS HEARING

BEFORE THE HONORABLE U.S. DISTRICT JUDGE LAURA TAYLOR SWAIN

UNITED STATES DISTRICT COURT JUDGE

AND THE HONORABLE U.S. MAGISTRATE JUDGE JUDITH DEIN

UNITED STATES DISTRICT COURT MAGISTRATE JUDGE

_____________________________________________________________

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APPEARANCES:

For The Commonwealth 

of Puerto Rico, et al.: Mr. Timothy Mungovan, PHV

Mr. Paul V. Possinger, PHV

Mr. Brian Rosen, PHV

Mr. Ehud Barak, PHV 

For the U.S. Trustee

Region 21: Ms. Monsita Lecaroz Arribas, AUST

Fee Examiner: Mr. Bradley Williamson, PHV

Ms. Katherine Stadler, PHV

For Official Committee

of Unsecured Creditors: Mr. Luc Despins, PHV

For Puerto Rico Fiscal 

Agency and Financial 

Advisory Authority and

Puerto Rico Electric 

Power Authority: Mr. Nathan Haynes, PHV

Mr. Arturo Diaz, Esq.

 Ms. Katiuska Bolanos, PHV

For Puerto Rico Fiscal 

Agency and Financial 

Advisory Authority: Ms. Suzzanne Uhland, PHV

Mr. Luis Mariani Biaggi, Esq.

Mr. William Sushon, PHV

For Ad Hoc Retiree

Committee: Mr. Robert Gordon, PHV

Mr. Landon Raiford, PHV

Mr. Hector Mayol Kauffman, Esq.

For the COFINA Agent: Mr. Joseph Minias, PHV

For the Government 

Development Bank: Mr. Oreste Ramos, Esq.

Ms. Giselle Lopez Soler, Esq. 

For Siemens 

Transportation 

Partnership Puerto Rico: Ms. Claudia Springer, PHV

Mr. Andrew Soven, PHV

Mr. Albeniz Couret, PHV

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APPEARANCES, CONTINUED:

For Banco Popular de

Puerto Rico: Mr. John Dorsey, PHV

For Santander: Mr. Nicholas Crowell, PHV

Proceedings recorded by stenography. Transcript produced by 

CAT.

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I N D E X

WITNESSES: PAGE

 None offered. 

 

 

EXHIBITS:

 None offered. 

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San Juan, Puerto Rico

June 6, 2018

At or about 9:39 AM

* * *

THE COURT: Again, buenos dias. Welcome, counsel, 

parties at interest, members of the public, press and those 

observing here and in New York and the telephonic 

participants. It is always good to be back in San Juan. I 

look forward to hearing of progress in the Title III 

proceedings and of the work of PREPA and other government 

constituencies in strengthening the provisions of necessary 

civic operations and services here in Puerto Rico in the 

course of status reports and remarks in this hearing. 

I remind all of you who are attending here or 

listening to the proceedings that, consistent with court and 

judicial policies and the Orders that have been issued, there 

is to be no use of any electronic devices in the courtroom to 

communicate with any person, source, or outside repository of 

information, nor to record any part of the proceedings. 

Thus, all electronic devices must be turned off 

unless you are using a particular device to take notes or to 

refer to notes or documents already loaded on the device. All 

audible signals, including vibration features, must be turned 

off, and no recording or any transmission of the hearing is 

permitted by any person, including but not limited to the 

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parties or the press. 

Anyone who's observed or otherwise found to have been 

texting, e-mailing, or otherwise communicating with a device 

from a courtroom during a court proceeding will be subject to 

sanctions, including but not limited to confiscation of the 

device and denial of future requests to bring devices into the 

courtroom. 

Now, I was pleased to see from last night's motion 

filing that there is a settlement in principle of the 

Commonwealth-COFINA dispute. This is an enormously 

significant development that marks a great step forward in 

these Title III proceedings. 

Of course the settlement in principle is subject to 

negotiation of documentation, and any settlement of this 

dispute is subject to Court approval following disclosure, 

notice, and full opportunities for objectors to make 

themselves heard. But the mediation team and the mediation 

participants deserve our acknowledgment and thanks for this 

very significant progress. 

I assume that the case status reports will start on 

this note. And who will be speaking to this issue? 

Thank you. 

MR. ROSEN: Thank you very much, Your Honor. Brian 

Rosen, Proskauer Rose, on behalf of the Oversight Board. 

Your Honor, that was actually going to be about a 

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minute down the way, but if you'll allow me just to move 

forward on some other things first. Your Honor, on April 19th 

and 20th, the Board certified fiscal plans for six entities; 

the Commonwealth, PRASA, PREPA, GDB, HTA and UPR. 

And such certifications were the culmination of 

months of analysis and development of information by the Title 

III debtors, the Oversight Board, the government and the 

respective professionals. The certifications were made during 

public hearings with the full -- excuse me, the full 

opportunity for people to be heard in discussion, and the 

fiscal plan served is the foundation for the framework for the 

plans of adjustment that are under development. 

On May 16 and May 15, Your Honor, the mediators 

hosted information sessions in New York which allowed for the 

presentation of those fiscal plans, and for the Board and the 

government to respond to any questions that creditors had. 

This lasted two full days, Your Honor, and we believe that it 

was quite productive. 

Not withstanding those certifications, Your Honor, 

and as the Board has, and its representatives have repeatedly 

stated, the fiscal plans are living, breathing organisms which 

are subject to change based upon facts and circumstances. 

And as reported, Your Honor, the Board and the 

Commonwealth continue to engage in dialogue with respect to 

potential modifications to the fiscal plans so that the needs 

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of the government and the means for implementation to get to 

the goals of the fiscal plans can be implemented. 

As the Court is aware, the next step in this process 

is the formulation of the respective budgets. This is 

currently being undertaken and the Board is very hopeful that 

it will be completed in the near future. 

The conclusion of or the certification of the fiscal 

plan process has allowed us to recommence our discussions with 

individual creditors, and through the use of the mediators, to 

actually have a productive dialogue with respect to moving 

forward on plans of adjustments or other qualifying 

modifications in the Title III and the non-Title III entities. 

We continue to work with the mediators to frame the issues, 

and whether it is in a formal mediation process, Your Honor, 

or something informal. 

Your Honor, against the backdrop of this -- I 

apologize -- there are several matters which remain in 

litigation. As the Court is aware, yesterday there were 

several things heard by the First Circuit from this Court. 

Two decisions, Your Honor. Specifically, the Peaje decision, 

as well as the Court's decision in connection with the PREPA 

Relief from Stay Motion. 

Likewise, there are other matters which the Court 

still has under review, which will frame some of the issues 

which will allow us to go forward in connection with those 

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discussions with the individual creditors. 

Your Honor is correct, yesterday there was the 

announcement of the preliminary resolution of the 

COFINA-Commonwealth dispute. And we applaud all of the 

efforts of the mediators and the two Board agents in reaching 

that preliminary understanding. 

We support the urgent motion and the relief requested 

in that, Your Honor, to allow the parties to try and reach 

definitive documentation on a settlement so that the parties 

can then consider how to move forward with respect to a plan 

of adjustment for COFINA. 

THE COURT: Now, the urgent motion didn't include a 

specific proposal as to objection and reply dates. And so I 

had in mind to enter an Order setting Monday as the objection 

deadline and Wednesday as a reply deadline. I'll ask you and 

anyone else who wants to speak to this. 

Mr. Despins, would you come to the podium? 

MR. DESPINS: Good morning, Your Honor. 

THE COURT: Good morning. 

MR. DESPINS: Pleased to be here under these 

circumstances. 

THE COURT: Yes. 

MR. DESPINS: So the committee, as the Commonwealth 

agent, is a joint movant in that motion. We did not put a 

deadline, but the deadlines that you provide are absolutely 

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acceptable to us. And I can speak for the COFINA agent, that 

it will be acceptable to them as well. 

THE COURT: Thank you. And I do have a note that 

Mr. Minias and Ms. Uhland -- actually, Ms. Uhland wanted to 

speak about GDB. That Mr. Minias is in New York for the 

COFINA agent and wanted to be heard. 

MR. MINIAS: Yes, Your Honor, Joe Minias from Willkie 

Farr Gallagher on behalf of the COFINA agent. Those dates for 

the objection and reply are certainly fine with us. 

We'd like to express our sincere gratitude to the 

Court, to your clerks, to chambers and to the mediation team 

for all the time and effort spent with us these past few 

months, and of course to Mr. Despins and his constituents for 

all of his hard work to get to this important stage in the 

case. 

THE COURT: Thank you. 

MR. ROSEN: Your Honor, I will defer to Ms. Uhland a 

little bit later on for a discussion of the GDB.

Your Honor, as you are aware, previously there was a 

bar date set for May 29th. And pursuant to an Order of the 

Court, that was extended for a 30-day period to June 29. And 

subsequently, what we did, Your Honor, is we have included 

additional radio spots, publication in local periodicals, and 

we have kept open the collection centers throughout Puerto 

Rico to allow for more proofs of claim to be filed. 

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And during the intervening week of May 29 to today, 

approximately 3,000 more proofs of claim have been filed, 

bringing us to a total of approximately 17,300 proofs of 

claim. With respect to those, they can easily be -- and they 

total, Your Honor, approximately 46 billion dollars. 

They can be, however, categorized into several main 

categories, three specific, Your Honor: Bonds that have been 

filed of about 38 billion dollars, tax refunds of 

approximately 400 million dollars, and pension related or 

retiree related claims of about 3.4 billion dollars. 

There are additional litigation claims, Your Honor, 

of about an additional 2.8 billion dollars, but the lion's 

share of the 46 billion dollars, Your Honor, are essentially 

those three categories I referred to. And we think, 

therefore, they will be easily reconcilable, because they 

will -- in the bond situation, we obviously know with the 

bonds that have been issued, Your Honor, and the tax refund 

situation, we believe that will be reconciled through the 

administrative processes of the government, likewise with 

respect to the pension retiree existing claims. 

At the same time, Your Honor, the Board, together 

with AAFAF, have been engaged in bringing on claims 

reconciliation to assist us in that process. We did an RFP, 

Your Honor, and approximately ten people submitted interests. 

We interviewed several of them, and we are about to 

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make a selection with respect to those claims agents. And we 

think that will greatly facilitate and expedite the process 

with respect to the non-three categories that I referred to 

previously. 

I know that on a prior appearance, Your Honor, 

Mr. Despins had mentioned about an ADR process for the 

resolution of those additional claims. We have been working 

with Paul Hastings and the Creditors' Committee, as well as 

with AAFAF, to develop a process that will fit into the 

concept of the plan of adjustment, which will provide for a 

low discovery, low litigation type of approach. It will allow 

for offers to be going back and forth, and if, in fact, there 

is no resolution, an expedited consideration by an appropriate 

tribunal to consider those claims. But again, Your Honor, we 

are anticipating that we will include that in the plan of 

adjustment after approval by all the parties. 

THE COURT: Thank you. 

MR. ROSEN: Your Honor, the next item is -- I'll say 

it with respect to the GDB that you've referred to. Your 

Honor, as you are aware, this is something that was before the 

parties pre-hurricane. And, in fact, there have been 

discussions and, in fact, an RSA had been reached in 2017. 

It had been subsequently amended or amendments have 

been entered to extend the period pursuant to which it would 

be considered. However, based upon the facts and 

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circumstances, the parties then revisited the issue on the 

merits, and they have agreed to additional terms which are 

currently being documented. 

And Ms. Uhland, who is sitting in the New York 

courtroom, will address some of the specifics associated with 

the GDB proposal. 

THE COURT: Thank you. 

Ms. Uhland, would you come to the podium, please?

Oh, I'm sorry. Well, after we talk about -- 

actually, it makes sense to talk about PREPA before we talk 

about GDB, because then the Siemens issue is next after GDB. 

So would you speak about PREPA --

MR. ROSEN: I'm actually going to defer to Mr. Haynes 

over here, Your Honor, from Greenberg, who will speak to the 

specifics of PREPA. 

THE COURT: Thank you for your patience, Ms. Uhland. 

Mr. Haynes. 

MR. HAYNES: Good morning, Your Honor. 

THE COURT: Good morning. 

MR. HAYNES: Nathan Haynes from Greenberg Traurig for 

AAFAF, and it's fiscal agent for PREPA. Your Honor, since our 

last update, while there is still much work to be done, PREPA 

has made significant progress in its post-hurricane recovery 

efforts. 

Power has been restored to some 99 percent of the 

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customer base. Generation is at levels that are at 90 percent 

of those in 2017. 82 percent of the 103 larger transmission 

lines are now back in service. And as of May, billing has 

been reestablished to approximately 87 percent of the 

customers. 

Your Honor, PREPA also continues to work to secure 

FEMA financing and to access available insurance proceeds. On 

the liquidity side, PREPA has a cash balance of 240 million 

dollars. 150 million of that is current borrowings under the 

Commonwealth loan.

Since the initial February 300 million drawdown on 

that loan, PREPA has made mandatory repayments of 149 million. 

The revolving feature of this loan terminates in June, the end 

of June, and so we expect to draw down that 149 available 

liquidity in advance of that deadline. Unless the revolver is 

extended by further government action, any mandatory 

prepayments after that date will be permanent prepays down on 

the Commonwealth loan. 

PREPA's operational cash receipts are currently 

servicing the majority of its operational expenses. The 

average weekly collections over the past four weeks has been 

64 million, which is above budget. 

Your Honor, PREPA continues to assess its short and 

medium term liquidity needs. We're actively exploring 

third-party financing options, and we expect proposals from 

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those parties in the coming weeks. We continue to believe 

that PREPA has sufficient operating liquidity in the near 

term, and we don't anticipate seeking additional or 

replacement financing within the current budget period ending 

on August 10. And that, Your Honor is the current update of 

PREPA. 

THE COURT: Do you have anything to tell us about 

PREPA's work to strengthen its own emergency response 

capabilities now that we're going into the hurricane season? 

Is there anything that we can use in this forum to let the 

people know as they wonder what the weather is going to do? 

MR. HAYNES: Well, PREPA -- as a part of its annual 

processes, PREPA annually prepares for the hurricane season. 

Those preparations are well under way. We are obviously 

coordinating with FEMA and the Army Corps of Engineers with 

respect to the processes that need to be put in place, but 

PREPA is well on top of the situation. And we are in 

hurricane season again, and that fact is not lost on 

management. 

THE COURT: So I would assume that there is a lot of 

learning from the experience of last year and it's a different 

order of magnitude and intensity of preparation? 

MR. HAYNES: That's correct, Your Honor. And I think 

also there's the added layer of complexity that we're still 

fixing things and there's still damage we're fixing and 

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transmission lines we're fixing, so that adds another level of 

complexity on it. But we feel that that process is in hand 

and being dealt with appropriately. 

THE COURT: Thank you. 

MR. HAYNES: Thank you, Your Honor. 

THE COURT: And now, Ms. Uhland, will you come to the 

podium in New York? 

MS. UHLAND: Thank you, Your Honor. This is Suzzanne 

Uhland from O'Melveny Myers on behalf of AAFAF. 

THE COURT: Good morning. 

MS. UHLAND: As Mr. Rosen noted, the GDB and AAFAF 

submitted an RSA last May, May 17, for approval to the 

Oversight Board as a qualifying modification and that was 

certified. That RSA has the support of approximately 2.6 

billion in principal amount of claims out of approximately 

four and a half billion of claims against GDB. 

That group includes more than 300 on-island 

bondholders, and an additional 50 on-island credit unions, as 

well as the ad hoc group of GDB public bondholders, which hold 

over a billion dollars of bond claims. 

The GDB restructuring, if you will, really has two 

parts. First, it has the Title VI components, which were 

restructuring bond claims, which include both public bonds and 

certain deposit claims, which are loans under Puerto Rico law. 

As I'll get to in a minute, the number of deposit 

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claims has been greatly reduced by virtue of the offsetting 

mechanism that's part of the fourth amendment. That's the 

Title VI component. In addition, there are claims of public 

corporations against GDB for their deposits, and those are 

being resolved through a settlement that is being effected 

through legislation that's being enacted in Puerto Rico on the 

GDB restructuring.

So first, the qualifying modification in the Title VI 

process. What the Title VI process provides is that the 

current bond claims against GDB will be restructured through 

an exchange where they will receive new bonds of approximately 

55 percent of the face amount of their old bonds, and these 

new bonds will be issued by a new entity to be formed under 

the GDB Restructuring Act. And it's going to be called the 

GDB Debt Recovery Authority. 

Separately, the public corporation deposit claims 

that are being settled through the GDB restructuring act will 

be issued beneficial interest in a newly formed entity called 

the Public Entity Trust, and the primary asset of that trust 

is the net claim of GDB against the Commonwealth. In other 

words, while the Commonwealth had deposits at GDB, its loans 

from GDB exceeded the amount of its deposits. So on a net 

basis, there's a claim against the Commonwealth of about 905 

million dollars. 

As noted, the RSA was amended after the hurricanes 

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and really we needed to do two things: First, we had to move 

out the milestone dates because of the obvious disruption and 

delay; and second, we wanted to provide some relief to the 

municipal entities, the municipal depositors. 

So one of the primary changes to the RSA that was 

negotiated after the hurricane and is set forth in the fourth 

amendment is to allow for the full offset of the 

municipalities' deposits against their loans. This is one 

reason that there are very few municipality creditors left 

holding deposit claims in this modification. So there are 

very few depositors remaining. 

In order to implement these amendments to the RSA as 

well and to make some other amendments, the GDB Restructuring 

Act is currently being modified by the legislature in Puerto 

Rico and we are awaiting its approval. On May 8th, 2018, the 

Oversight Board recertified this amended RSA as a qualifying 

modification under Title VI. 

So now, where do we go from here? As I said, the 

public entity settlement is conditioned on the effectiveness 

of the Title VI, but is being addressed through the 

legislation. The Title VI itself is moving down the path 

toward solicitation and court approval. 

As we set out in the informative motion, we are 

proposing, GDB and AAFAF are proposing to the other RSA 

parties that we set forth the following dates for our path 

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forward with the RSA: That we will submit substantially 

complete drafts of the solicitation documents to the Oversight 

Board by June 22nd; that we will launch the solicitation on 

July 5th. 

This means we will include an offering, an 

informational document and the ballots will be mailed on July 

5th. We intend to initiate the Title VI proceeding the day 

after launch, so -- sorry. We're going to mail July 5th and 

initiate the Title VI proceeding on July 6. And then provide 

that the votes come back on August 6. 

The Court's role in Title VI is to determine whether 

the requirements of PROMESA 601 have been satisfied, and to 

focus on three things: One, the pooling and classification, 

including classification as to whether an unsecured claim is a 

claim as opposed to a property right; the solicitation and the 

tabulation. 

Given that range of sort of a rather narrow focus of 

the Court, we set out what we think is an appropriate schedule 

in our informative motion, triggered off of the initiation 

date of the Title III. And that's again set forth -- our 

assumption is that from the date that we file and initiate the 

Title III, we will include a motion to approve the qualifying 

modification. 

THE COURT: May I just interrupt you there with two 

things? As I read your proposed schedule, which doesn't have 

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at this point an outside date for court approval, but your 

schedule would appear to contemplate the holding of hearings 

and substantive work toward resolution in the latter part of 

August, August 20th and forward. 

The Court is not available for hearings and 

proceedings between August 24th and Labor Day. So we'll need 

to deal with that scheduling. That leads me to suggest that 

we consider whether combining whatever hearing is necessary 

with the September Omni, which is the week of September 10th, 

might be an approach that would promote at least some 

efficiency in terms of people coming together. So I would 

look for your thoughts on that. 

The second thing is that as you know, we have with 

Siemens the issue outstanding, which I'm assuming falls into 

that category of property versus loan that you were talking 

about. And I'd be grateful for further explication of your 

thinking as to whether that assumption is correct, whether you 

would anticipate building into this process any necessary 

discovery in anticipation of and adjudication of the loan 

versus property issue on the basis of Puerto Rico contract, 

property, banking law, local law, and the extent to which you 

think there are any other parties that might be making similar 

types of contentions and where we would put any evidentiary 

proceedings that might be necessary. 

MS. UHLAND: So Your Honor, I think with that, with 

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the Court's schedule, we should revise the proposed timetable 

to -- right now we have what I'll call a 45-day period. And 

so with the Court's schedule, it would be more like a 60-day 

period. 

THE COURT: Yes.

MS. UHLAND: 60, 65. So the way we envision the 

resolution of these issues is similar to an either -- you 

know, just consider it a contested matter with discovery or a 

plan -- a confirmation hearing with discovery. So we would 

like to work in, within that 60-day period, an appropriate, 

you know, period for discovery, if necessary. 

What we would like to do, and it is our view, and you 

are correct, we were looking to resolve any entity that 

believes that they have a property claim instead of -- a 

property right instead of a creditor claim, Siemens or any 

other party that believes they are similarly situated. We 

would like them to address them in the context we believe 

that's a classification issue that we believe should be 

addressed in the context of the resolution of the Title VI. 

So perhaps with those thoughts in mind and the 

Court's comments, we can provide -- you know, we can work 

through now or we can confer with the parties and try to come 

up with a revised proposed timetable that incorporates some 

limited discovery on that discrete issue. 

THE COURT: I think some work offline on a revised 

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proposed timetable would probably be an appropriate and 

efficient response, although in the next agenda item, it will 

be important to hear Siemens' conceptual response to this 

framework that we've talked about. 

But I think, and I just want to confirm with you, 

that I hear you saying that you are -- you anticipate real 

discussions leading to an appropriate structure for discovery 

that the -- either that the parties agree is necessary or to 

the extent there is a dispute about that, queuing up something 

to manage so that a proper discovery process can be managed in 

advance of the hearing in connection with the Title VI, and 

that that hearing will include at a minimum a determination as 

to whether the funds in question can be classified as a loan 

and therefore be resolved through the Title VI. 

And I think a corollary to that determination would 

be what is the precise nature of the rights, if they're not a 

loan, and that would subsume in your view the issues that have 

been raised in the adversary as to GDB and that escrow 

account?

MS. UHLAND: Yes. That is all correct, Your Honor. 

THE COURT: Thank you for clarifying that for me.

MS. UHLAND: So with that, Your Honor, unless the 

Court has any questions, you know, that completes what we 

wanted to address with the Court today. 

THE COURT: Thank you. Give me just one moment to 

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look at my notes. 

That covered all the questions that I had for you. 

Thank you, Ms. Uhland.

MS. UHLAND: Thank you, Your Honor. 

MR. DESPINS: Your Honor. 

THE COURT: Yes, Mr. Despins. 

MR. DESPINS: If the debtors -- 

THE COURT: I need you at a microphone. 

MR. DESPINS: Thank you, Your Honor. 

I was asking the question, if the debtors are done 

with their state of the union report, we just need to address 

a few points on behalf of the Committee that have been 

discussed. One of them is to give you a report on the 

tutorial sessions that we had on the claim process. 

Remember that you had asked about these tutorial 

sessions and the proof of claim process. Just, I want to give 

you a brief report on that. And we -- in Puerto Rico, on the 

island, they worked very well. We did it in four cities, and 

they were well attended. Dozens of people showed up. That 

worked well. 

On mainland, not so successful. Meaning that we shut 

it down after the first one because of lack of interest. But 

I wanted to make sure Your Honor knew that. 

THE COURT: Thank you for undertaking to make that 

available. 

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MR. DESPINS: And on COFINA, Your Honor, I just want 

to spend two seconds on that to set the stage. You will 

remember that under that stipulation, Commonwealth-COFINA 

dispute, that on the COFINA side of the house, the way the 

settlement needs to be implemented is through a plan of 

reorganization that the Board obviously is the only party that 

can propose that. 

So the purpose of the 60 days is to go through not 

only with the Board, but with a number of people, the COFINA 

creditors, obviously the Board, and of course the COFINA agent 

will be centrally involved in that process as well to go over 

all the execution issues. As you can imagine, you're familiar 

with -- obviously very familiar with the litigation in the 

COFINA case -- 

THE COURT: Yes. 

MR. DESPINS: -- regarding junior, senior 

acceleration. All of that is something that needs to be 

addressed by the Board through this process. So we wanted to 

make sure you knew that. 

THE COURT: Yes. 

MR. DESPINS: That's why the 60 days to try to firm 

up a lot of these issues is necessary. Whether 60 days will 

be enough or not, we hope so, but we -- I've learned a long 

time ago in bankruptcy that you always have to underpromise 

and overdeliver. 

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So there's a lot of work that remains to be done. I 

want to make sure that the constituents and the Court know 

that. We are not at the finish line yet. 

The last point I want to address briefly, Your Honor, 

is GDB. Just a big yellow light on GDB. I'm not going to 

argue the points, Your Honor, but the Committee has been in 

discussion obviously with -- discussion with AAFAF on this. 

There are several issues as to whether this is a -- 

whether the committee would sign off on this. And one of the 

concerns is that there are multiple governmental entities 

involved in this. For example, Ms. Uhland described that the 

Commonwealth was a depositor at GDB. So was PREPA. And the 

question is who is deciding all these things. It's a bit 

reminiscent of the debt refinancing issues where you have one 

group deciding the issues that affect all these debtors. 

There are also releases that are sought in this GDB 

plan or -- not plan, but proceeding, releases for directors 

and officers. And I don't want to be dramatic about this, but 

I was reading in the press yesterday that the governor 

described Puerto Rico in the past as a big Ponzi scheme. Not 

my quote, his quote. And in that context, we have to be 

really careful about all of that. 

And therefore, what I'm saying is timing wise, Your 

Honor, I don't want to remain silent and Your Honor to think 

that this will be a very dry procedural matter. It may be. 

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And that's not what we want to do, but it may be that the 

committee will challenge the use of Title VI for this process, 

and that's going to be a much broader proceeding than just 

what was described, Your Honor. 

So I want to make sure you are aware of that. We 

don't need to debate that now, but I want to make sure that's 

on your radar screen. 

THE COURT: And you say you are directly in 

discussions with AAFAF about this? 

MR. DESPINS: Yes. 

THE COURT: And so I will assume that a revised 

timing and procedural proposal will reflect, at a minimum, the 

existence of those issues and appropriate management 

techniques for the proper consideration of those issues. If 

Ms. Uhland wants to add anything, I would invite her to come 

to the podium in New York. 

And I see she's on her way, so we might as well just 

have this confirmed here. So stay at the podium please, 

Mr. Despins.

MS. UHLAND: Your Honor, we need to -- I think we 

need -- we are having discussions with the Creditors' 

Committee. We would love to have the Creditors' Committee 

support the GDB Title VI. 

As a threshold issue, we don't know that the 

Creditors' Committee, frankly, has standing to get into the 

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Title VI of the GDB. That's something that we do not concede. 

And so -- but we do want to continue to work with them. We 

would like their support. 

As far as a mechanism to resolve the dispute and to 

reflect their view on the -- their potential objection on the 

timing of the schedule, what I would propose, Your Honor, is 

why don't we continue our discussions to obtain their support 

in the near term. And if we can't do that, then come up with 

a proposal for, you know, a schedule to resolve our issues in 

front of this Court. 

THE COURT: Thank you.

MR. DESPINS: Thank you, Your Honor. 

MR. ROSEN: Your Honor, Brian Rosen again on behalf 

of the Board. I rise only with respect to the comment about 

the COFINA-Commonwealth dispute. 

As I mentioned we, the Board and its advisors, are 

actively engaged in discussions already with members of the 

COFINA creditors' body, and we are looking forward to now 

taking preliminary settlement and moving that towards a plan 

of adjustment. We do not anticipate waiting until the 

expiration of the 60 days. We want to use every day that's 

available to us. 

THE COURT: I'm glad to hear that. 

MR. ROSEN: Thank you, Your Honor. 

THE COURT: Now, did counsel for Siemens wish to 

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speak to the Title VI structure versus Title III issue? 

MR. SOVEN: Sure. Andrew Soven from Reed Smith for 

Siemens. 

Your Honor, it sounds like in the last week since we 

were before Judge Dein, there may have been a little bit of 

progress in terms of what's sort of being offered to us in the 

context of the Title VI, but I still think we're not there 

yet. 

I mean, the case was filed in the Title III 

proceeding. It doesn't seem as if there is a compelling 

argument that the case cannot be heard in the Title III 

proceeding. And although they've argued in a Motion to 

Dismiss that the case belongs in a Title VI proceeding, it 

would be our preference as of today to have that motion ruled 

on to see if they're right or we're right, or if the motion is 

ruled on in such a way so that a decision can't be made on the 

initial -- you know, on a Rule 12(b)(6) motion. 

But as it stands now, you know, I heard something 

about lack of standing for the Creditors' Committee. I heard 

that there may be an opportunity for discovery and there may 

be a hearing at some point in the Title VI process, but none 

of that really has been -- has been put down specifically in 

the motion to inform or in what I've heard today. 

So I mean, we're here talking about this Title VI 

issue because GDB, and to some extent the other parties to the 

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RSA, included Siemens' claim in the RSA, that was a choice 

that they made, which they're entitled to make, but which 

we're entitled to disagree with. And I have not heard yet a 

compelling reason for me as to why our position on that cannot 

be heard in the Title VI. At the same time -- in the Title 

III. 

At the same time, we have every interest, as I told 

Judge Dein last week and I'm telling you today, in an 

expeditious resolution no matter where the case is heard. So 

the schedule we proposed said, you know, briefing would 

essentially be done in the next two or three weeks, by July 

25th, by agreement. 

If the Court wants, it can hear argument. If the 

Court doesn't want, it can decide the motion. That argument, 

they are now agreed in principle to some discovery. We put 

forth in the proposed orders submitted last night what exactly 

that discovery should be, and it's quite limited. And, you 

know, under our -- you know, under our argument, the case in 

the Title III proceeding can be decided 60 days, 90 days, 

certainly by the end of the summer, if not before, and so that 

remains our preference. 

THE COURT: Well, I hear you on that, and I saw that 

reflected in your filing yesterday afternoon. As you know, I 

have -- there's one of me, and I have quite a queue of issues 

that are urgent and/or perceived by their proponents to be 

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urgent, and so a concern that I have always is the most 

efficient way of resolving an issue. 

And to the extent anybody wants to jump to the front 

of the queue, I have to ask myself and them, why should you be 

in the front of the queue when other people have been waiting 

for things. I wish I could -- 

MR. SOVEN: Yes. 

THE COURT: -- decide everything instantly, but I've 

found that I can't, miraculously enough, and so I have to 

organize my time properly. And so since the -- there seems to 

be very real momentum, both procedurally and for business, 

governmental, restructuring reasons on the Title VI, it 

certainly sounds to me as though that is very much on a track 

to happen in the near term and in the time frame in which you 

would put your aspirational accelerated decision of this issue 

within the Title III. 

And Ms. Uhland has recognized the need to provide for 

a discovery process and for evidentiary proceedings in 

connection with the issues, has acknowledged that local law 

will govern the determination of the property and loan issue, 

which is another concern that you raised in yesterday's 

filing. 

My request to you is to engage in very serious and 

more concrete discussions with AAFAF to come up with a 

sufficiently comprehensive process to do this within the Title 

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VI rather than trying to have a separate accelerated track for 

your motion practice in the Title III while we're also queuing 

up the Title VI. 

And as I said to Ms. Uhland, late summer is not a 

time when I can entertain and promise to turn around very 

quick decisions. 

MR. SOVEN: Understood. I mean, would Your Honor 

anticipate that we would meet and confer again, and hopefully 

maybe with greater success, and then -- what is the process in 

terms of getting back to the Court? 

THE COURT: Well, what I spoke about with Ms. Uhland 

was that she was going to organize the necessary 

consultations, and then there would be a revised proposal both 

in terms of timing and in terms of the particulars of 

proceedings. 

And so if you are not fully on board with that 

proposal, I would expect that that would be accompanied by an 

articulation of the objections that remain. 

MR. SOVEN: Thank you. 

THE COURT: Thank you. 

And so I think procedurally and for housekeeping 

purposes, since I am directing you to go down this procedural 

track, I am going to enter an Order denying without prejudice 

the pending Motion for Expedited Motion Practice on 

segregation of the money within the Title III. And I will 

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leave it to you and the other parties to the Title III to 

decide whether you still want to keep to the briefing schedule 

that was proposed for the motion to dismiss in the Title III, 

or hold the conclusion of that in abeyance pending the Title 

VI. That might be a way to save some, you know, money and 

effort. 

MR. SOVEN: Just one final point, we had filed a 

motion to preserve the funds. 

THE COURT: Yes. 

MR. SOVEN: And as of last week, essentially what 

constituted an oral order from Judge Dein about that, or at 

least confirmation that the funds would have been preserved at 

least through June 28, because at least as of last week, that 

was an aspirational date for a resolution, even though that 

didn't turn out to be realistic. I mean, we would like that 

extended, I guess, if that's the right word. We would like 

confirmation that the funds will be preserved and remain 

intact pending final resolution of Siemens' claims, wherever 

they're heard. 

THE COURT: So let me invite Ms. Uhland back to the 

podium in New York for that. 

Ms. Uhland, will there continue to be a standstill on 

disbursements from the GDB and application of GDB funds 

pending the final resolution of the RSA qualifying 

modification motion practice? 

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MS. UHLAND: Are we asking -- let me ask, is the 

position -- I'm not quite understanding what I'm being asked 

to confirm. Can you repeat that? 

THE COURT: I heard Siemens' counsel saying that they 

are concerned that there be a specific undertaking not to 

divert or otherwise invade the 13 million dollars until the 

property rights versus loan issue is resolved, particularly if 

what we're looking at is resolving that in the context of the 

Title VI. And there had been a specific undertaking before 

Judge Dein regarding the period from now until June 28. And 

so he's asking for a comparable undertaking through the 

conclusion of the -- the resolution of the issue in the 

context of the Title VI.

MS. UHLAND: Why don't we say that it would be the 

earlier of that date or September 10th, in case there's 

some -- something goes off the res. 

THE COURT: All right. Well, why don't you -- that's 

the proposal, and if you will follow up on that with them in 

your discussion of mechanisms, and if it's acceptable, include 

that in the scheduling and mechanism proposal?

MS. UHLAND: All right. Will do, Your Honor. 

THE COURT: Thank you very much. 

MS. LOPEZ: Your Honor, briefly. Giselle Lopez on 

behalf of the GDB. I was under the impression that you wanted 

to discuss the merits of the preservation of funds request, 

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but if you're only discussing calendar and briefing, then we 

don't have anything to add. 

THE COURT: I did not expect to hear merits arguments 

on that motion. And if the parties are content to push it out 

until September or earlier, preservation of the -- earlier 

resolution of the RSA, it seems to me it's not necessary. 

MS. LOPEZ: Right. That's what we wanted to make 

clear. Thank you. 

THE COURT: Thank you very much. 

All right. The next item on the agenda is the report 

of the fee examiner. 

MS. STADLER: Judge, as you mentioned -- oh, I'm 

Katherine Stadler of Godfrey & Kahn on behalf of the fee 

examiner, Brady Williamson. 

THE COURT: Good morning, Ms. Stadler. 

MS. STADLER: Good morning. As you know, we filed a 

status report on the second interim fee applications covering 

the period from October 2017 through January 2018. 

There has been some progress since the filing of that 

report about a week ago. We are in productive talks with 

counsel for the Board regarding resolution of issues 

identified in their first interim fee application, and we have 

a meeting scheduled next week with some of the applicants for 

the second interim fee period that have been held over for 

consideration at a later date. So those are new developments. 

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I wanted to make a couple of notes. On the 

confidentiality issue, we have continued to have a number of 

firms express concern that materials they submit to the fee 

examiner are not protected. In other words, that they could 

be charged with violating mediation confidentiality by 

submitting the materials in an unredacted form to the fee 

examiner. 

The fee examiner has taken the position that the 

existing Orders prevent any kind of violation of mediation 

confidentiality through the submission of materials to the fee 

examiner, and that issue is continuing to be discussed among 

the fee examiner and some of the applicants. 

There have been no objections filed to the fee 

applications recommended for approval today. We filed and 

submitted to chambers yesterday an Order that incorporates the 

recommendations of the report. That Order has been circulated 

to all of the professionals and I am aware of no objections to 

its entry. 

The fee examiner would like to say a few words when 

I'm finished, but I'm prepared to answer any questions you 

have about the report or the fee process. 

THE COURT: Well, the questions that I have go to the 

chronic concerns and cost containment issues that are flagged 

in the fee examiner's report, which includes a component 

anticipating a potential application by motion for specific 

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cost containment measure requirements. 

I would like to hear a bit more about those potential 

measures and the thinking at this point. And there are some 

additional potential measures that the Court would like to 

have considered for possible formal proposal in that context, 

because, as the report notes and as I've previously noted here 

in open court, the careful use of resources is required as we 

work through these unprecedented and highly complex problems. 

And I've made some specific instructions to avoid 

duplication on the record and to avoid overstaffing and 

overattendance. And I see in hearings that the attendance 

issues have been taken to heart, to an extent, and that I 

appreciate the current combined fees accrued so far I think do 

warrant additional comment, and also the consideration of 

compulsory cost control measures. 

So are you the right person for me to have that 

discussion with or is it Mr. Williamson? 

MS. STADLER: I think I can talk about them, and he 

may have a few general concepts to address in that regard. 

Your Honor, you're referring to the bullet point 

items on pages 15 and 16 of the report? 

THE COURT: Yes. 

MS. STADLER: So those recommendations, and as you 

know, backing up to the March 7th hearing and the reporting 

cycle that led up to that, we had a couple of -- the fee 

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examiner had a couple of observations about the efficiency of 

the process that he sort of previewed for the Court on March 

7th, and then subsequently embodied in a motion to amend the 

fee examiner Order which is now pending. 

I would characterize that motion as cleanup and 

perfection -- perfection to the extent that's possible of the 

fee examiner Order now that we have had a chance to see how 

the process plays out. 

These measures that are suggested here in the report 

on pages 15 and 16 are similarly suggestions, concepts, ideas 

that the fee examiner would like to vet with the professionals 

and continue to discuss. I'm sure he would be happy to have 

the Court's insight on any of them and any other measures that 

the Court deems appropriate. 

But this was in no -- by no means an attempt by the 

fee examiner to start dictating new blanket -- or requirements 

that were non-waivable or couldn't be -- you know, exceptions 

could not be approved. But he thinks that a couple of these 

things have the potential for real cost savings, and to create 

more incentives for the kind of conservative staffing measures 

that he is hoping to see. 

The intervention requirement, again, the concern 

there, and Mr. Williamson, I'm sure, would be happy to discuss 

it in a little more detail, but the concern there is 

especially with the potential for another Creditors' Committee 

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or Retiree Committee for the PROMESA retirees -- I'm sorry, 

for the PREPA retirees, the proliferation of interventions 

chiming in, we agree, joining, and a concern that there is not 

enough effort being made to consolidate arguments where that 

is appropriate and allow parties who have similar positions on 

issues to submit materials together, rather than each 

individually having to submit their own unique perspective on 

every single issue, that is a place where the fee examiner 

thinks that there's a potential for cost savings. 

The holdback suggestion, and I know this is a cause 

for concern for a lot of professionals, so I want to soothe 

everyone's concerns by saying this is a proposal that the fee 

examiner has made primarily because he wants to make sure that 

professionals are all filing interim fee applications, more or 

less at the same time. 

The reason for that is, speaking directly to the 

issue of duplication and overlap, if the fee examiner is 

looking at a specific case or issue or briefing cycle and 

trying to determine if there was duplication and overlap in a 

given fee period, it is very hard to do that without knowing 

what everyone has charged for that particular activity or 

brief or argument. And so we really want to encourage people 

to file their fee applications timely and keep up with the 

schedule that's set forth in the Interim Compensation Order. 

Because if that doesn't happen, we end up with issues that 

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have to be set over or deferred or kicked down the road. And 

then you have, you know, a period of time where more 

problematic billing behaviors can occur in the interim. 

So we want to make sure to get the application filed, 

identify the issues, raise them with the professionals, and 

come to an understanding about how those issues will be 

handled going forward so we don't end up with a backlog of 

unresolved issues that are worse than if we had addressed them 

as they arose. 

THE COURT: So I understand that that is the goal. 

And just for clarity for me on the mechanics, if such a 

structure were put in place and a professional was 

substantially in violation of the deadline set for submission 

of the interim fee application, then for the following period, 

the holdback would jump up to 20, 30, 40, 50, whatever the 

percentage until the next submission is made timely, and then 

can be trued up in connection with the following period? 

MS. STADLER: That sounds reasonable to me, but 

again, I think I'm hearing a lot of grumbling. 

THE COURT: I'm just trying to ask how you're 

thinking that would work. 

MS. STADLER: Yeah, something like that I think. 

One thing I do want to mention, because I know people 

in the room are very concerned about it, there have been a 

number of professionals that have appealed to the fee examiner 

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counsel for assistance in facilitating payments. 

And there are many professionals who are concerned 

that not withstanding the existence of the Interim 

Compensation Order, not withstanding the existence of the fee 

examiner's reports and recommendations, that the Court's 

Orders with respect to payment of fees on a interim basis, 

either under the monthly compensation procedures or the 

interim compensation procedures, are not being strictly 

followed. 

I want to reiterate to the professionals and for the 

Court that the fee examiner does not view it as his role to 

step into the payment queue issue, and that unless there is 

some instruction from the Court to the contrary, his 

involvement will end when the recommendations are made to the 

Court and the Court has approved them through entry of a 

Compensation Order. 

And issues with regard to who is being paid what, at 

what percentage, are going to have to be dealt with as an 

administrative matter outside the fee examiner process, 

because we simply don't have access to the records and 

information necessary to determine or verify who has been paid 

and who has not been paid. 

THE COURT: And as I recall, it's monthly payments 

subject to a holdback that is then tied to these quarterly 

interim -- 

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MS. STADLER: Correct. 

THE COURT: -- compensation determinations? 

MS. STADLER: Correct. 

THE COURT: So, I am not asking the fee examiner to 

get involved in those cash flow issues. However, to the 

extent there are cash flow or payment issues that then 

complicate the fee examiner's efforts to streamline the fee 

examiner's processes with professionals and in providing input 

to the Court, there has to be some direct and frank discussion 

and work as between the payor entities and the professionals. 

And I will say here that I would hope that I don't 

have to see any applications about compliance with the 

specifics of the payment provisions of the Orders in order to 

clear those sorts of complicating issues off the table, but if 

that's necessary, the entities and professionals involved on 

either side are going to have to, you know, come up with an 

appropriate application to put the issue before me. I'll hear 

it if I have to. I encourage you not to make me have to hear 

that. 

MS. STADLER: Thank you. 

The last bullet point item that I might address 

briefly was the limit on individual attendance at events and 

also case monitoring. We understand from ongoing discussions 

with counsel for the Board and AAFAF and other interested 

parties that there has been a concerted effort made since the 

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issuance of the first interim report to consolidate the 

process of reviewing the voluminous docket on a daily basis, 

digesting what's in there and disseminating information to the 

necessary parties. 

Because the fees we reviewed for this cycle ended in 

January, we haven't had the benefit of seeing the results of 

that effort, but we understand that it has been undertaken in 

earnest, and are pleased to see that the docket monitoring 

concern that was raised appears to be being addressed. 

As for the hearing and mediation attendance, and 

perhaps today's or yesterday's announcement means there is 

less mediation attendance in the future that we will have to 

worry about, but the attendance at hearings continues to be an 

issue. 

And the fee examiner has stated standards and 

guidelines that are in the memoranda that he has issued to the 

professionals and filed with the Court, and has continued to 

apply those standards with some flexibility in recognizing 

that there are always unique circumstances that come up and 

there are always situations where a person's attendance at a 

particular event or a person's participation in briefing or a 

hearing may be justified even if it doesn't rigidly adhere to 

a pre-established guideline. 

So whether there are standards that are articulated 

and enforced or monitored by the fee examiner or the Court, 

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the fee examiner would always understand that there is going 

to be a case-by-case analysis of every single billing issue 

that arises. And that he would not endeavor to enforce or 

apply any kind of standards or restrictions or cost-control 

measures without regard to the realities of this very complex 

case. 

THE COURT: Thank you. 

And so to that, let me just air some ideas that I had 

on my side along these lines. And again, as you'll hear from 

the way I'll try to articulate them, they're intended to have 

some aspects of flexibility, and they also relate to the 

issues that have been raised by the fee examiner. 

And so, for instance, as to attendance, I understand 

that there are principles in the guidelines and in the 

memoranda that if we were going to take it up a notch, perhaps 

we can look at it as a presumptive restriction on the number 

of individuals expected and permitted to attend particular 

types of activities. And then to the extent any invoices 

reflect billing above the presumptive limit, the billing 

entity should provide a confidential submission to the fee 

examiner with a specific justification for the overattendance. 

Along the same lines, with respect to duplication of 

briefing, that -- to impose a requirement that parties 

expecting to take identical or substantially similar positions 

on motion practice collaborate in advance of the submission of 

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papers and file joint pleadings with short supplemental 

filings as necessary. To the extent that parties determine 

that they nonetheless have a need to file separate, full 

pleadings, they certify that they did confer in advance and, 

in connection with the billings, submit a confidential, 

written justification to the fee examiner with the separate 

pleadings. And that can inform the fee examiner's 

recommendations and communications to me, but let the party be 

more candid with the fee examiner than the party could be with 

me. 

One thing that I'm aware of generally in the market 

is that on electronic research, my understanding is that many, 

if not most, firms have flat fee contracts with providers. 

And I understand that there is substantial billing for 

electronic research services. 

And so one potential measure that has occurred to me 

is requiring disclosure to the fee examiner where there is a 

flat fee contract and having some presumptive limit of billing 

for the electronic research to a specified percentage of the 

monthly flat cost, perhaps capped at a calculable, 

demonstrable, actual proportion of the costs incurred by the 

firm. So that if, for silly numbers, if the presumptive limit 

were one one-thousandth of the monthly flat fee, but it turns 

out that in actuality 20 percent of the traffic was 

attributable to this matter, and that could be demonstrated by 

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a showing of research hours or whatever, that information 

could be provided to the fee examiner. 

And I understand that you're having discussions about 

receipts as well and whether there's a de minimis threshold 

below which the receipt concern is not heightened, but you're 

talking about a concrete threshold at which the concern does 

get heightened. And so perhaps increasing the transaction 

costs of not coming with a receipt might be an incentive to 

coming with a receipt. 

So those are the additional concerns that I have had. 

And so what I would encourage the fee examiner to continue to 

do is to have the discussions informally, but to also consider 

formulating a motion after those discussions with specific 

proposals that would then be subject to filing on the record 

with a full process for objections, and reply. And then the 

Court would consider changes. 

MS. STADLER: Yes, we will do so. 

THE COURT: Thank you. 

And so with that, I grant the motion for approval of 

the recommended adjusted amounts and deferral of the 

applications that are identified in the Proposed Order as 

deferred. And I will enter that Order. 

MS. STADLER: Thank you, Your Honor. 

THE COURT: Thank you, Ms. Stadler. 

MS. STADLER: Mr. Williamson will speak. 

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THE COURT: Yes. Good morning, Mr. Williamson. 

MR. WILLIAMSON: Good morning, Your Honor. I will be 

brief. Let me start first with the four specifics the Court 

just mentioned. And I think it's important to note that in 

each of those, including the electronic research, presumptive 

attendance and the others the Court mentioned, they've already 

been long part of the dialogue with the professionals. And I 

think the question which we'll continue to discuss is whether 

those should be more formalized. 

But I think the Court's perception on overattendance 

and duplication has been well communicated, and more important 

than whatever we say in our report is what's said from the 

bench. 

THE COURT: So may I just add one thing that I forgot 

to add when I went through those measures? Another part of my 

thinking is that to the extent -- if and to the extent that we 

do impose some specific measures, it would be helpful to the 

Court, and I think also to the assembled, if the fee examiner 

could do a demonstrative look back for information purposes at 

a preceding period or periods to determine the order of 

magnitude of difference that the measures would have made had 

they been in place during, say, the first or second period, so 

that can provide additional information and an incentive going 

forward. 

MR. WILLIAMSON: Thank you, Your Honor. And 

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actually, on that point, to be quite specific, we noted with 

respect to electronic research, which can get into six 

figures, that the amount done dropped precipitously from the 

first period to the second period. We all know how novel many 

of the issues are, but with all respect to our colleagues at 

Lexis and West and all those services, at some point learning 

that there is no precedent stops. And it's clear there is no 

precedent for much. 

So, Your Honor, we've been at this for two fee 

periods, eight months, of more than 30 professionals. And 

while the nature of this process tends to focus on problems, 

there really is much to be encouraged about. 

And foremost I think is the cooperation and 

consultation between our review process and the professionals' 

willingness and openness to hear a different point of view, to 

answer hard questions, sometimes to persuade us that the 

services rendered were not only reasonable and necessary but 

essential to making this process work. 

So as a result, I hope the report embodied a couple 

concepts. One is that what we do is as much about prospective 

practices as retrospective practices. In other words, it's 

imperfect. We can always get better. And we don't want to 

simply dwell on the past without applying those lessons 

prospectively, in which we all hope will be a brief case, but 

may end up not being a brief case. 

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The other conceptual point Ms. Stadler and I wanted 

to drive home I think this morning is that the comments from 

the bench and the comments on our report are as much directed 

at the clients as the counsel because ultimately counsel makes 

suggestions, executes decisions, but ultimately the client 

makes decisions about intervention, about separate briefs, 

about cooperative behavior among the professionals. 

Another note, if the Court looks at Exhibit A, it 

will see in the very first line that there's an expense 

adjustment for $7.86. And the question may arise, why bother 

with $7.86? And the facile answer is because the rules 

require it. And that's true. But I think the broader answer, 

which goes to the review process generally, is that expenses 

are a tree in a forest. Duplicate attendance are trees in a 

forest. And our focus has to be both on the trees and the 

forest. And again, that's why we're looking at broader 

concepts, like making the process more efficient. 

I'll end on this point. I think we've had more than 

a dozen meetings with professionals. As Ms. Stadler said, we 

have at least one scheduled for next week. I think we know 

enough about the process to say that it is working, that it 

could work better, and will, but we don't see significant 

changes going forward. 

The bullet point recommendations we made, like those 

we made in the first report, were really a trial balloon. And 

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we've gotten a response from the professionals and now from 

the Court, and if and when those should ripen into a motion, 

we will file it as we have done. 

So thank you for your attention. 

THE COURT: Thank you very much, Mr. Williamson, and 

thank you for your work. 

And thank you, Ms. Stadler, as well. 

And so the next item is the fee examiner's motion to 

amend the Order with respect to flat fee arrangements and 

certain other types of billing. We've got 20 minutes 

allocated on the calendar for that. I will have some 

questions and I'll be up front about my having some concerns 

about that proposal. And so there will be a need for 

discussion. 

Does anybody who's going to be involved in that 

discussion want me to take the break now? It's almost eleven 

o'clock. I can take a five-minute break if people would like 

that before we go on to the next item? 

I see no pleading for a break, so let's go on to the 

next item. 

MS. STADLER: Thank you, Judge. 

THE COURT: Hello, Ms. Stadler. 

MS. STADLER: Hello again. As Your Honor just 

alluded to, as a result of some of the observations made in 

the first interim reporting cycle, the fee examiner saw fit to 

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consider changes to the Order appointing him to address 

inefficiencies in the process that he perceived as a result of 

that first round. 

They primarily fall into three categories: There was 

the issue of work performed prior to formal retention. As you 

know, in Chapter 11, professionals have a retention order and 

their work starts as of the date of their retention, whether 

it's concurrent or retrospective. And there is a specific 

start date to when billing may begin. 

PROMESA, as you know, did not incorporate the 

retention requirements, at least as for state professionals, 

of the Bankruptcy Code. And so we have a situation where some 

professionals started billing on the petition date or on the 

date of their formation in terms of the committee or 

appointment. But other professionals, and particularly those 

working for the COFINA agent, began their work before the 

Court formally appointed them. 

And the fee examiner flagged that issue for the 

Court, and then made this motion to clarify that he would go 

ahead and review those pre-retention and pre-appointment fees 

and make recommendations on them. He has done that in his 

second interim report. That's not an issue that's expected to 

reoccur, so I would characterize that as sort of a 

housekeeping item. 

THE COURT: And I don't have an issue with that, and 

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there have been no objections filed to that. 

MS. STADLER: Right. 

A little bit more broadly speaking, there is an issue 

of Title III versus non-Title III work. A really good example 

of this is not in our motion, because we just learned about it 

in talking to one of the professionals about the second 

interim fee applications. But one professional is very 

engaged in the recovery effort with respect to utilities and 

working with FEMA and seeking to get expenses reimbursed by 

FEMA, and there is a very fuzzy line between where this 

professional's Title III work ends and where the recovery 

effort begins, or the privatization plan effort begins. And 

that's true for a lot of these professionals. They're working 

on matters that are in Title III and outside. 

Ms. Uhland, for example, just gave a presentation 

about the GDB, and one could argue that portions of the 

colloquy were Title III and portions of the colloquy were not 

Title III. And the fee examiner has concluded that rather 

than attempt to arbitrarily determine after the fact what is 

or what is not a Title III service, and to carefully avoid 

making any evaluation of non-Title III services, that he would 

instruct his counsel to review and report on applications for 

compensation that are filed in the Title III. 

So, for example, Ms. Uhland's bill for today's 

hearing will reflect her attendance and the discussion about 

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Title III and Title VI, but the bill presumably will come to 

the fee examiner. And the fee examiner will review that bill 

without regard to whether those fees technically belong in one 

bucket or the other. 

And so this Order also just clarifies that the fee 

examiner will have the authority and obligation to review and 

report on any fee applications filed in the Title III, 

regardless of whether the work performed was in the Title III. 

That's sort of just a practical revision, and I also have 

heard no real objection to that from any of the parties. 

THE COURT: And that seems, to me, salutary as well 

and practical. 

MS. STADLER: Thank you. 

The final issue that is addressed by the motion is 

the issue of de minimis professionals. We learned through -- 

THE COURT: And McKinsey, which is not de minimis. 

MS. STADLER: And McKinsey. 

THE COURT: Not at all. 

MS. STADLER: Right. Right. So McKinsey is not de 

minimis by any means. But as you know, the fee examiner and 

McKinsey sort of reached an impasse in the discussions about 

the fee -- first interim fee period because the standards that 

PROMESA borrows from the Bankruptcy Code with respect to 

reasonableness and necessity hinge on an evaluation of the 

time spent and services provided. 

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And the contract that McKinsey has with the Oversight 

Board simply does not lend itself to that type of analysis. 

So the fee examiner, after many discussions with the Board 

professionals, with McKinsey and others, concluded that it 

made the most sense to place the obligation for verifying 

reasonableness and necessity of that particular professional's 

services on the party most familiar with those services, which 

would be the Board. 

The mechanics of how that review and recommendation 

and reporting process would work are obviously still open for 

discussion. There are no specifics about that in the Order --

THE COURT: I noticed -- 

MS. STADLER: -- other than to say that particular 

professional does not fit in the fee examiner process as it's 

complicated in the Orders creating it or in PROMESA, and we 

have to deal with that. 

THE COURT: And so I will take that as an opening of 

the discussion on this topic. And I understand the dilemma 

that's presented, but the standards to which the fee examiner 

is seeking to work -- the PROMESA standards -- are the same 

standards that would apply to the Court. 

And so it is not obvious to me that kicking this 

problem to me that has come to an impasse in consultations 

without some further structural changes in what's submitted 

will enhance at all my ability to make the determinations that 

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I would have to make ultimately under 316 and 317. 

And so it certainly seems to me that some, you know, 

input from the Oversight Board as to the reasonableness and 

necessity of the services provided is essential, because 

they're there on the ground. But I can't simply delegate to 

the Oversight Board the responsibility and authority to 

approve McKinsey's flat fee arrangements. 

And as you've noted, Section 328 is not incorporated 

into PROMESA. And so we have 316 and 317 which, even viewed 

conceptually as opposed to a specific exclusive list of 

factors, contemplates some metrics, some qualitative and 

quantitative benchmarks. 

And so to cut to the chase, what I want to see is a 

process that still has the fee examiner involved, evaluating 

on the basis of the fee examiner's wisdom, experience, and 

contextual knowledge of all of the other professional, similar 

professional work that is being done. 

Meaningful input to the fee examiner in the first 

instance by the Oversight Board and the development of 

metrics, which don't necessarily have to go to 10th of an hour 

timekeeping by McKinsey, but some metrics to be proffered in 

supplemental data submissions by McKinsey that could go to 

numbers of people involved in projects, in some sort of 

meaningful numbers, the amount of time spent on particular 

projects during particular periods, identifying deliverables. 

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There are various ways to get there so that the fee 

examiner would have some benchmarks for evaluation and be able 

to make some sort of recommendation to the Court on McKinsey's 

flat fee application or anyone else's flat fee application. 

Because otherwise I would be sitting in the dark with 

the choice of deferring to the party that hired and signed 

that contract in the first place, which obviously has, you 

know, an appropriately built-in interest in saying that 

everything's come out fine, but that's not sufficient from my 

perspective. 

MS. STADLER: Your Honor, I think that that makes a 

lot of sense. And obviously in our discussions with the 

professional, we didn't just throw up our hands and say, let's 

let the Judge deal with this. We had a long series of 

discussions. 

As you know, the Board itself has its own fee 

examiner, Bob Keech, who is reviewing all of the Board 

professionals bills, whether or not Title III. And we spoke 

to him about this issue, and he had reached a similar 

conclusion, that there is just no way given the tools we have 

and the information provided that we can provide the kind of 

recommendation or assurance to the Court that these 316 and 

317 requirements are met. 

THE COURT: And so that's where I come in with my 

ability to sign under the words "so ordered". 

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MS. STADLER: Right. 

THE COURT: I can change the game. And it seems to 

me I need to change the game. 

MS. STADLER: I wouldn't disagree with that. If 

we're to do our job the way we have done it with respect to 

other professionals, I think that that's true. And that also 

applies then to the de minimis category, although much less 

significantly in terms of financial impact. The attempt with 

this proposal was to sort of co-opt the notion of ordinary 

course professionals that exist in Chapter 11 cases. 

Most Chapter 11 cases of significant size have 

ordinary course orders that have specific procedures about 

thresholds beneath which formal retention and formal fee 

application are not required. And during the first round of 

reporting, we noted that there were a number of professionals, 

some of them, you know, with modest, in this case anyway, flat 

fees on a monthly basis, and others that simply were working 

on such small and discrete matters that the fee examiner 

concluded that his review and comment on them didn't make 

sense in cost benefit analysis. 

And so we floated the idea and discussed it with the 

various interested parties and came up with a proposal in the 

Order, but obviously are open to the Court's or any other 

party's insight as to how to put a finer point on that. 

The goal there is, again, not to kick the burden to 

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someone else, but merely to be cognizant of the fact that this 

process also has a cost, and that for certain types of 

professionals, flat fee being primarily among them, there's 

not a lot of value a detailed fee review process can add. So 

that's the thinking behind that particular proposal. 

THE COURT: And I hear that. I think that the 

comments and structure that I suggest to be worked out in 

connection with the large flat fee provider could also be 

created in a proportionally appropriate way with respect to 

smaller flat fee providers.

And as to de minimis non-flat-fee providers, I 

honestly still don't want as a practical matter, given my very 

limited resources on which there are many, many demands, to 

have to devote my staff time to detailed review of billing 

statements. And to find the 10,000 dollar ones, and then look 

at time and charges on those to be able to formulate a 

recommendation for me, that's just not an efficient process in 

my chambers. 

And so perhaps, if you can develop something that's 

almost, you know, algorithmic in its specificity for a -- I 

don't want to call it a safe harbor, but some sort of a 

template that small claims should fit that would make review 

easy and, you know, able to sort of slot into your process, 

that's something that I would prefer to a structure in which I 

have to figure that out. And also, you know, I just don't 

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have the ability to have that back and forth conversation with 

the providers either. 

MS. STADLER: Yes. We can certainly do that and have 

done that in other engagements. So we'll work on that again 

in consultation with the professionals. 

THE COURT: Thank you. I appreciate your candor and 

your willingness to work with me, as well as with the 

professionals, in finding ways to get me in a position to make 

the appropriate determinations. And so I think that does -- 

does that cover all of the categories? 

MS. STADLER: I think so. Judge, do you want us to 

submit a Proposed Order addressing the two issues that we had 

agreed upon? That is, the pre-appointment fees and the 

non-Title III fees, and leave the other issues for a separate 

Order to be negotiated and discussed? 

THE COURT: Yes. 

MS. STADLER: Okay. 

THE COURT: That would be very helpful. 

And so to be clear, the application is granted as to 

work performed prior to formal retention, and as to review by 

the fee examiner of all applications submitted in the Title 

III, even to the extent that they cover certain non-Title III 

matters. 

The motion is denied as to flat fee -- as to 

relieving the fee examiner of responsibility in connection 

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with flat fee and de minimis billing, with the expectation 

that there will be a proposal for a structure to cover those 

sorts of billings. 

MS. STADLER: Understood. We will submit a revised 

Order. 

THE COURT: Thank you very much, Ms. Stadler. 

MS. STADLER: Thank you. 

THE COURT: All right. And so the next item on the 

agenda is Roman III(3), PREPA's Motion for Entry of a Bridge 

Order and Extension of Removal Period. 

Mr. Haynes. 

MR. HAYNES: Hello again, Your Honor. Nathan Haynes 

from Greenberg Traurig for AAFAF, as fiscal agent for PREPA. 

Your Honor, this is actually the Oversight Board's 

motion, but I'll be speaking in support of it briefly today. 

This is the third motion to enlarge the time frame for removal 

of civil actions. Your Honor, it's uncontested, but I did 

want to take a moment to point out that we are asking for 

relief that's a little bit different than the previous ones, 

and I just want to make sure that the Court had the 

opportunity to focus on that. 

We're asking to extend through the confirmation of a 

plan of adjustment at this time. Given, just as a practical 

matter, given PREPA's limited resources and the multiple 

various work streams that PREPA's personnel are burdened with 

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on a daily basis, including current operations, the recovery, 

the liquidity issues, the transformation plan, the day-to-day 

issues in this bankruptcy or this restructuring case, we think 

it makes sense to just move it to the end of the case so we 

don't have to keep coming back to Your Honor. 

Parties to these lawsuits have the ability to confer 

with us to seek relief from the automatic stay where they 

think appropriate, and we can make determinations at that 

time. And we have removed certain of the larger cases that 

we've identified already to this Court. 

So all by way of saying, Your Honor, we think it 

makes sense to move it to the end of the case at this time. 

If Your Honor is not inclined to do that, we'd ask for 180 

days. 

THE COURT: At this point, I'm not inclined to move 

it all to the end of the case. And I think that the 

suggestion of 180 days, which translates into November, would 

be an appropriate time for an update and consideration perhaps 

at that point of a more open-ended extension to the end of the 

case. 

What I would suggest, so that we can avoid the 

necessity of a Bridge Order, would be an extension through 

November 30th, with an Order providing for the ability to make 

a further -- an application for a further extension that's 

cued up in accordance with the CMO timetable for matters for 

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the November Omni. And so then that should avoid the need to 

have a Bridge Order from an expiry date to the Omni, since the 

Order that we'd enter now would cover through the end of 

November. 

MR. HAYES: Very well, Your Honor. 

THE COURT: So would you mind presenting a revised 

proposed order to that effect? 

MR. HAYNES: Very well, Your Honor. Thank you. 

THE COURT: Thank you very much. 

And the next item is the motion of the Retiree 

Committee for formation of a committee for PREPA. That is 

item IV.1. on the agenda. 

Good afternoon. 

MR. GORDON: Good morning, Your Honor. 

THE COURT: Or morning. 

MR. GORDON: No problem. We're close to the 

afternoon. 

THE COURT: It's been a long morning. 

MR. GORDON: It has so far. Exciting, but still 

long. 

For the record, Robert Gordon of Jenner & Block on 

behalf of the Official Committee of Retired Employees of the 

Commonwealth of Puerto Rico. 

Your Honor, we have before you today a motion seeking 

the appointment of a committee, or to at least address issues 

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of adequate representation of retirees in the Title III case 

of the Puerto Rico Electric Power Authority. 

Your Honor, the Retiree Committee filed this motion 

for two basic reasons. First, it certainly appeared to our 

committee that the PREPA retirees needed to have or do need to 

have representation, and that we needed to -- that we needed 

to ensure that they have proper and adequate representation at 

this point in the case. 

This was driven in part by the fact that there are 

approximately 18,500 participants in the PREPA retirement 

system, of which there are 10,000, roughly 10,000 retirees. 

The certified fiscal plan for PREPA certified in April 

indicates that the retirement system is woefully underfunded. 

It indicates an underfunding liability of 3.6 billion dollars, 

which is based -- that calculation is based upon, among other 

things, an assumption as to the return on investment of the 

assets at 8.25 percent, which is conceded in the certified 

plan as being robust or optimistic. 

THE COURT: Yes. 

MR. GORDON: So if that assumption was modified, the 

underfunding liability could be significantly higher. That 

toggle is very sensitive because you're essentially 

discounting the net present value liabilities over a 40 year 

time frame, so those liabilities could be significantly 

higher. 

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The certified plan also indicates, Your Honor, that 

it contemplates a ten percent cut in accrued pension benefits. 

That is explicitly stated. And the certified plan also 

contemplates privatization of various assets which certainly 

could create complex issues at the plan stage as to 

feasibility and the like. 

So for all those reasons, we felt that an official 

committee for the retirees made sense because we did not know, 

and we still do not know, whether there is adequate 

representation of those retirees at this point, which is 

really the ultimate issue for this Court to determine, which 

leads to the second reason why we filed the motion. 

There seemed to be some confusion, and maybe it still 

exists, as to whether the existing Official Retiree Committee 

is the representative of the PREPA retirees. 

THE COURT: From the U.S. Trustee's submission, it 

seemed to me that the U.S. Trustee was saying that the U.S. 

Trustee had decided not to appoint a retiree committee for 

PREPA, which to me said from the U.S. Trustee's perspective, 

it's not part of the current committee at this juncture. 

Do you have a different understanding of their 

positions? 

MR. GORDON: No, Your Honor. Actually, our view is 

absolutely the same as that. There were indications, though, 

at one point from various parties, inquiries from certain -- 

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THE COURT: Would you hold on one moment? 

Did we lose the party? Oh, someone just disconnected 

on the phone. We can continue. 

MR. GORDON: All right. Our view is consistent with 

what has now been articulated by the U.S. Trustee's office, 

but there were indications at other points in time and 

inquiries from some PREPA retirees at our website as to 

whether we were representing the PREPA retirees. 

So we felt that clarity was very important, and we do 

agree that it is our view that at that point we did not 

represent PREPA retirees. There was no appointment entered in 

the PREPA case appointing our committee to represent those 

retirees. 

And you can contrast that, by the way, with what the 

U.S. Trustee's office did for the Unsecured Creditors' 

Committee where they specifically stated that the Unsecured 

Creditors' Committee would be serving as the official 

committee for the unsecured creditors in the PREPA case, as 

well as the Commonwealth case. 

So when you contrast that, it seemed very clear that 

we were not the representatives. So another reason why we 

wanted to file the motion was to provide clarity on this 

issue. 

THE COURT: And based on the discussions that you 

have had with the U.S. Trustee, do you have any insight into 

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their reasoning in not appointing the Committee? 

MR. GORDON: Your Honor, no, I'm not sure I do know 

the reasons why they have not. I think I will defer to them 

to explain that. I'm not exactly sure. 

THE COURT: All right. 

MR. GORDON: Okay. Thank you. 

We did indicate, of course, in our pleadings that 

while the thrust of our motion was simply to alert the Court 

of our concern that someone or some committee should be 

perhaps representing the retirees at PREPA, we also did point 

out that should the Court determine that a committee should be 

appointed, that our committee stood ready, willing, and able 

to serve in that role, if that was deemed appropriate. And 

that we are in a sort of unique strategic position to provide 

those services. The Committee has hired seasoned 

restructuring professionals who are intimately familiar at 

this point with the facts and dynamics of these interdependent 

Title III cases. 

But again, the thrust was to make sure that whether 

it was our committee or another committee or another entity, 

that there be proper and adequate representation of the 

retirees. 

THE COURT: Do you agree with the United States 

Trustee that this Court's authority is limited to directing or 

declining to direct the U.S. Trustee to appoint a committee, 

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but that be -- selection of the membership of the committee, 

whether it's selecting your committee or some other 

configuration, is the sole province of the United States 

Trustee as opposed to the Court? 

MR. GORDON: I would agree, with the addition of the 

words "in the first instance." I think that in the first 

instance, the Court can direct the U.S. Trustee's office to 

appoint a committee or to change the composition of the 

committee under 1102(a)(2) or (a)(4).

THE COURT: But since we don't have a committee, 

there would be no PREPA committee for me to direct them to 

change the composition of. 

MR. GORDON: That's correct. 

THE COURT: Sorry for that dangling preposition. 

MR. GORDON: It's quite all right. But yes, it is 

also certainly conceivable that when you sort of meld 

1102(a)(2) and (a)(4), it could be directed that the U.S. 

Trustee appoint a committee. And if it is our committee, to 

modify it as necessary to make sure that it adequately 

represents PREPA retirees. 

So, for example, our committee does not have a PREPA 

retiree on it at this time. We did note in our original 

motion that there is a vacancy on our committee now. There 

was a resignation of one member in April, so we have an eight 

member committee at this point. So that's something to be 

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considered. 

But I do agree that in the first instance, this Court 

can determine that a committee should be appointed and/or that 

a committee -- the composition of a committee should be 

amended in some way to provide adequate representation. And 

then in the first instance, it would be the U.S. Trustee's 

province to make that appointment or to change that 

composition. 

Clearly there could be some review process perhaps by 

the Court to determine whether that's been done properly, but 

it is certainly the province of the U.S. Trustee's office to 

make those appointments. 

THE COURT: Thank you. 

MR. GORDON: So Your Honor, there were three 

responses and one joinder with respect to the motion. The 

Oversight Board and the -- joined by AAFAF, and the Official 

Unsecured Creditors' Committee filed responses to our motion 

in which -- and at the risk of putting words in the mouths of 

other lawyers, and they can certainly correct me if I'm wrong, 

but the gist of their responses was that they did not take a 

position on whether a committee should be appointed for the 

PREPA retirees. But if a committee were to be appointed, 

their preference and desire is that the existing Official 

Retiree Committee serve in that role. 

The other response was an opposition filed by the 

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PREPA Retirement System, which is also known by its Spanish 

acronym, SREAEE. But I will refer to it as the Retirement 

System, if I may. 

And in that reply, the Retirement System indicates 

that it is capable of representing the retirees of PREPA, and 

that it is the proper representative of those retirees. And 

in particular, there was a mention in the Reply that certain 

retiree associations had endorsed the Retirement System to 

represent the retirees in these Title III cases. 

And in our Reply, we indicate, among other things, 

that we had not yet seen such an endorsement. The Retirement 

System then filed a Sur-reply, and I thank counsel for the 

Retirement System for their efforts to respond to the issues 

that we raised in our Reply. And they did attach a resolution 

that reflected an endorsement of the Retirement System to 

represent the membership of those retiree associations. 

I want to respond, though, to the Sur-reply a little 

bit here. And I want to make clear that I'm not trying to 

create issues, but I think my duty of candor to the Court as 

it tries to consider whether it is appropriate and necessary 

to appoint a committee, I want to make sure that I've alerted 

the Court to any number of considerations that may be 

relevant. 

THE COURT: And so just before you go on there, I 

want to underscore that the decision that I need to make 

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today, the decision that I will make today, is as to whether 

or not to direct the United States Trustee's office to appoint 

a committee. 

I do not intend to -- well, I cannot direct the 

United States Trustee's office to appoint a particular 

representative. That is for the United States Trustee's 

office. And so as not to be complicated, I'll adopt here "in 

the first instance." We don't have to talk about what might 

conceivably happen down the road. 

And so to the extent there is anything that you feel 

you can articulate briefly that you think is essential for the 

U.S. Trustee's office to hear, since their representative is 

here in this courtroom, that's fine. But you're principally 

speaking to the U.S. Trustee's office when you're talking 

about membership. 

MR. GORDON: Absolutely, Your Honor. Thank you. 

So the endorsement was -- it should be noted was 

executed on May 28, just a few days ago. It does not indicate 

whether the individuals who are the members -- individual 

retirees who are members of these associations had any vote in 

the endorsement, or whether they or the retiree associations 

were completely aware of their options, that they could have 

had both the Retirement System representing their interest and 

a Retirement Committee representing their interests. 

I just throw that out as a suggestion of things that 

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may or may not have been aware to the people who signed the 

endorsement. The endorsement indicates that those retiree 

associations cover, I believe, 7,500 beneficiaries. There are 

10,000 retirees, so it's not -- it's a robust number of 

retirees that the associations represent, but it is not a 

hundred percent of the retirees. 

And so those are things that I think someone needs to 

consider, you know, whether those endorsements are sufficient 

to identify the Retirement System as the proper 

representative. And if they think that that is proper, then, 

you know, certainly we respect that. We will abide by that. 

There are other issues though, as well. The 

Sur-reply attaches a set of regulations that were somewhat 

ironically, I think, attached to indicate the independence of 

the Retirement System and its ability to serve in this role as 

the representative for retirees. But if you -- and again, I'm 

not trying to create issues, but I think it's important to at 

least alert those who will be making the decision of these 

things. 

Paragraph 3 of Article 9 of the regulations indicates 

that PREPA itself has the authority under certain 

circumstances to terminate the function of the Retirement 

System completely at any time. And I believe that this issue, 

this independence issue, is something that is already being 

raised by PREPA and AAFAF in other pending litigation with 

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respect to certain members of the board of the Retirement 

System. 

So I don't think I'm alluding to something that isn't 

already being addressed in some fashion, but that certainly, I 

think, could raise concerns if the Retirement System could be 

terminated at any point in time. If it is -- that if there 

are issues down the road where there is a dispute or 

disagreement between the Retirement System and PREPA, and 

PREPA's management, that PREPA could stand before this Court 

perhaps and make the argument that the Retirement System is 

nothing more than a part of PREPA and doesn't really have 

standing to oppose what they are doing. 

Or they might actually go ahead and terminate the 

function under this Article 9, Paragraph 3, and suddenly 

you're at a mature place in the case without, perhaps 

arguably, proper representation of the retirees. I think 

that's at least something that, to me, is of some concern. 

I also don't know, it hasn't been made clear, what 

additional professionals have been hired by the Retirement 

System to help them in the situation. I know they have 

counsel here today who's very capable, but I don't -- I'm not 

aware that they have restructuring advisors. I know that they 

have the Cavanaugh firm as their auditors who are well 

respected, but I do raise that issue as well. 

And then finally, I just raised the question of, I 

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just don't know why there would be a concern from the 

retirees' standpoint having additional representation and 

additional resources there for their interest. There's 

nothing that would preclude the Retirement System and a 

retiree committee from weighing in on issues, working 

collaboratively and so forth. 

And again, as I mentioned, I think our committee has 

some resources that could be very helpful. I think the 

response has been in the pleadings that there's a concern 

about confusion for retirees if there's more than one party 

sort of representing their interests. 

I can tell you at least from Detroit, my experience 

in the Detroit case representing the retirement systems there, 

that I don't think there was confusion. And if there were 

different perspectives, and I don't even know if there would 

be different perspectives between the two entities, between 

the Retirement System and an Official Retiree Committee, I 

don't think that that necessarily leads to the conclusion that 

there is confusion. 

I don't think that different perspectives necessarily 

equal confusion. I think that different perspectives could be 

helpful in looking at the issues from different angles. And 

then at the end of the day, if there is a plan of adjustment 

proposed at PREPA, you know, that plan is going to get voted 

on by the retirees themselves. It's not voted on by the 

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Retirement System. It's not voted on by the committee. So 

it's not as if one or the other entity could ultimately decide 

for those retirees how things should work. 

So there is that safety net that at the end of the 

day, it's the retirees who vote on matters, and then they can 

subscribe to the views of the Retirement System, if they 

believe that the Retirement System is articulating the better 

viewpoint. It's still possible. 

Which just brings me back around again, Your Honor, 

to just saying, again, I just want to reiterate that we 

believe this is a matter as far as whether a committee should 

be appointed or not, or whether the Retirement System provides 

adequate representation is something for the Court to decide. 

We raise it out of our general sense of responsibility to 

retirees generally and our duty of candor to the Court. So 

thank you. 

THE COURT: Thank you, Mr. Gordon. 

Did any other proponents of the Retiree Committees' 

motion wish to be heard very briefly? 

MR. ROSEN: Thank you, Your Honor. 

THE COURT: Mr. Rosen. 

MR. ROSEN: Thank you very much, Your Honor. 

Your Honor, as we included in our pleading, the 

Oversight Board supports the motion to the limited extent that 

the Court enters an Order expanding the scope of the Retiree 

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Committee or seeks to expand the membership of the Retiree 

Committee to include additional PREPA retirees. 

We do oppose the motion, however, to the extent of it 

seeks the formation of another committee. As stated 

previously by the fee examiner and by the Court -- we're very 

conscious of the costs associated with this, and we think that 

the duplication of the effort of having a separate PREPA 

retiree committee would be exponentially foisted upon the 

Title III estate, and we would hope that the Court would limit 

any relief to the expansion or the designation of the existing 

Retiree Committee. 

THE COURT: Do you believe I have statutory power to 

do that or was that speech really for the U.S. Trustee? 

MR. ROSEN: No. I believe you have the authority to 

expand the scope as they requested it, yes, Your Honor, by 

adding PREPA retirees to that committee. 

THE COURT: But that committee has only been 

appointed in the Commonwealth case. That committee hasn't 

been appointed in the PREPA case. 

MR. ROSEN: Yes, Your Honor. I don't know where 

Mr. Gordon went, but -- I don't want to disagree with 

Mr. Gordon, but through conversations that we had with the 

U.S. Trustee, I think that the U.S. Trustee may have said that 

the existing committee may have the right to represent those 

PREPA retirees. So perhaps the U.S. Trustee could give the 

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Court a formal statement about that at this time. 

THE COURT: Well, I was planning to call on Systema's 

counsel, and then on the Office of the U.S. Trustee. 

I'm sorry. Mr. Despins. 

MR. DESPINS: Two seconds. 

THE COURT: Yes. 

MR. DESPINS: Luc Despins with Paul Hastings for the 

Official Committee in the PREPA case. 

Frankly, we didn't see how this movie would unfold in 

the sense that we did not know there was a group that took the 

position that they represented these retirees. And, 

therefore, we had said we had no problems with the existing 

committee being expanded to represent, basically the same 

thing Mr. Rosen has stated. 

But if there is a group there that says we are 

representing those retirees, that -- the committee cannot 

support a motion that could lead to the appointment of a 

separate committee for PREPA, unless that's the other 

committee. 

So I'm not addressing Your Honor's question as to 

whether you have the ability to do that, but I'm assuming that 

you will find that you have no ability to do that. And if 

that's the case, the committee, in light of what has 

transpired, would not support the appointment of the separate 

committee for PREPA. 

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THE COURT: Thank you. Anyone else on the proponent 

or semiproponent side? 

Okay. Counsel. Thank you. 

MR. EMMANUELLI JIMENEZ: Good morning. Thank you, 

Your Honor. 

THE COURT: Good morning. 

MR. EMMANUELLI JIMENEZ: My name is Rolando 

Emmanuelli Jimenez. I represent PREPA's Retirement System or 

PRS. PREPA's Retirement System has unique characteristics that 

do not make it comparable with the Commonwealth retirement 

systems that are under the umbrella of the Official Retiree 

Committee. That is, central government, teachers and judges. 

PRS is an independent entity, with a Board of 

Trustees with particular rules and regulations, separate 

assets and funding source. This board is regulated by voting 

rules that guarantee a balance between the interest of the 

different stakeholders. 

The PRS is not under this Title III proceeding. 

Therefore, the Board of Trustees maintains all its power to 

control what is going to be with the system. 

By the way, Article 9 mentioned by brother counsel 

Gordon states that the Board of Trustees should consent to the 

dissolution of the Retirement System, so it's not unilaterally 

decided by PREPA. 

There is also a trust agreement with the bondholders 

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with particularities that no other retiree system enjoys, 

especially the provision that any payment to bondholders is 

subordinated to the payment of PREPA's operational expenses, 

including retirement obligations. So there is no 

underrepresented interest of the retirees in PREPA's Title III 

case. 

The U.S. Trustee declined to appoint an official 

committee of PREPA retirees under the discretionary authority 

given to him by the Section 1102(a)(1) of the code. Any 

motion seeking relief under either section 1102(a)(2), an 

additional committee, or section 1102(a)(4), modification of 

the retiree committee, must comply with the burden of section 

1102 to establish that the relief is necessary to ensure 

adequate representation. 

The committee's motion does not meet the burden of 

Section 1102 of the Code of establishing lack of adequate 

representation. On the contrary, PREPA's retirees are 

represented by the Board of Trustees of the PRS. The majority 

of the retirees have expressed that wish to be represented by 

the Board of Trustees. You can see the resolution that is 

attached to docket 3228 in the Commonwealth case. 

Out of 10,000 PRS participants of whom are current 

retirees, 7,522 express through the respective organizations 

their wish to be represented by the Board of Trustees. With 

that crushing number, Your Honor, how come the committee would 

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hold their position that here is an issue of 

misrepresentation? There is no evidence that PREPA retirees 

are alleging that they are not adequately represented. This 

is just a blanket statement in the committee's motion without 

presenting facts to support it. 

The intervention of the committee would be 

disruptive, duplicative and unnecessary. Based on the 

differences between other retirement systems, there will 

potentially be disputes between the committee and the PRS 

regarding the course of action and communication and advice to 

PREPA's retirees. 

Having PREPA's retirees entrusted the Board of 

Trustees of the system for the representation in this Title 

III case, this will cause suspicion and mistrust regarding the 

committee's actions and recommendations. This could lead to 

chaos and recklessness. 

There will be two teams of attorneys, financial 

advisors, actuaries, et cetera on behalf of PREPA's retirees. 

This will cause unnecessary inefficiencies and delays. This 

also will increase the cost of this Title III case, leaving 

less funding for retirees. 

For those reasons, Your Honor, we understand that 

there is no justification to either extend the jurisdiction of 

the retiree committee, nor to appoint a new committee for the 

PREPA's Title III case. Thank you. 

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THE COURT: Thank you. 

And for the office of the United States Trustee -- 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: Good 

morning, Your Honor. 

THE COURT: Good morning. 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: Monsita 

Lecaroz, Assistant U.S. Trustee. With me is Michael Bujold 

from our executive office in D.C.

THE COURT: Good morning. 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: Your Honor, 

we tried to submit our position in writing for the Court's 

benefit and for the parties' benefit. It doesn't seem to have 

done much in that regard.

We take no position on the merits of the Retiree 

Committees' motion or the opposition to it, Your Honor. If 

the Court orders relief under (d)(2) -- under (a)(2) or 

(a)(4), we will undertake our statutory duty and make the 

appointments as ordered by the Court. 

I don't want to rehash our motion, so if Your Honor 

has any questions for me?

THE COURT: Well, to the extent you're willing or 

able to share your reasoning, I'd be grateful there. I think 

it is objectively obvious that there are serious issues for 

retirees in connection with the Title III proceedings of 

PREPA. 

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There are the provisions of the fiscal plan that had 

been noted by Mr. Gordon. There is pending litigation about 

whether the plan is part of PREPA or not. There may well be 

issues like the individual benefit claim levels that go to 

actuarial assumptions and things on which the Board of the 

Retirement System and retirees might differ. And until the 

opposition was filed to this motion, there wasn't an 

appearance in the Title III case for PREPA of a retiree 

representative entity. 

And so if you came to comfort with the notion that 

there was no necessity, it would just help me to understand 

that a bit more, if you're in a position to share? 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: I'll tell 

you what I can. At the time of the formation of the -- and 

the appointment of the Retiree Committee, we understood that 

it covered all the retirees in Puerto Rico. The Title III 

filing of PREPA was later. 

As to why we decided not to appoint a committee under 

(d)(1) -- under (a)(1) in the PREPA case, I can't go into 

that. It's a deliberative process -- 

THE COURT: Yes. 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: -- that -- 

but as you know, we've given a lot of thought to all this in 

every Title III case and through the first original 

committees, so that was our decision at the time. 

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As to everything that you mentioned regarding the 

actual controversy, we really don't take that position. I 

understand, Your Honor, that's part of the criteria that you 

would need to analyze under the adequate representation 

analysis that requires -- that it's required under the Retiree 

Committee's request to Your Honor for a modification under 

(a)(4) or an appointment of a committee under (a)(2). 

And once Your Honor decides, based on that analysis, 

then we would be able to decide whether to appoint or to 

modify the committee. 

THE COURT: Yes. Thank you. 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: I'm sorry, 

Your Honor. You're welcome. 

THE COURT: Thank you for that input. 

Mr. Gordon, did you have any remarks by the way of 

reply? 

MR. GORDON: Your Honor, actually, to answer your 

question, I don't think I have anything further to add. 

Mr. Emmanuelli mentioned that he didn't think that we have 

made a showing sufficient, and I just want to emphasize that 

we don't necessarily -- we didn't view this as an evidentiary 

hearing, and we also didn't view it as our role to argue 

strenuously one way or the other on this matter. 

We don't have a PREPA retiree on our committee. We 

are just trying to raise issues for the Court or whomever to 

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consider in that regard, and that's as much as I can tell you. 

I can't think of anything else. 

No, I have nothing further, Your Honor. 

THE COURT: Thank you. 

MR. GORDON: Thank you. 

THE COURT: Well, it seems clear to me that there 

are, as I mentioned in my chat with Ms. Lecaroz, that there 

are serious retiree-related issues within the PREPA Title III. 

It is not clear to me on this record, though, that there is a 

problem of inadequate representation of the PREPA retirees 

requiring the appointment of a formal retiree committee now. 

And that may just be as a practical matter, because there -- 

there hasn't been an inflection, a specific inflection point 

for those issues to be engaged at this point with the very 

recent certification of the fiscal plan and the development of 

the privatization proposals. And, you know, we are in a 

fairly fluid situation. 

And so I think it best for me and for frankly the 

office of the United States Trustee, to have the opportunity 

to observe and reflect for a little bit longer, and see how 

things ripen and see what sorts of issues are or are not 

raised and by which organizations or constituencies, whether 

there are concerns raised by individual retirees of an order 

of magnitude that would queue up the issue again. 

And so I am denying without prejudice the Retiree 

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Committee's application that I construe as one for a court 

direction to the office of the United States Trustee to 

appoint a retiree committee for PREPA. So that is denied 

without prejudice, and we will see how things develop. 

MR. GORDON: Your Honor, I apologize, but just then, 

for the record, just to make clear if we could, for the 

comfort of the existing committee members and the existing 

committee, we are not the official committee in PREPA's Title 

III case. That's our understanding, and that has been 

expressed as well now by the U.S. Trustee's office. I just 

wanted to make sure that we were clear about that. 

THE COURT: That is my understanding as well. And 

I'm looking again to the United States Trustee's office end of 

the table. The existing Retiree Committee has not been 

appointed in the PREPA Title III case. 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: (Nodding 

head up and down.)

THE COURT: And does not have responsibilities in the 

PREPA Title III case. 

MR. GORDON: Very good. 

And you say, you're saying, you're denying the motion 

without prejudice, and I understand that. I will just express 

that it is somewhat again, I don't know if I would say the 

word uncomfortable, but difficult for us to be -- I hope that 

somehow the process -- someone will be vigilant about the 

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process because you can understand that there is no one who 

has an incentive in the Title III case to say hey, those 

people are not well represented. 

And if those people, if there's a group of creditors 

who aren't being adequately represented, part of the reason 

for forming a committee is they don't have a voice 

necessarily. They don't know how to reach out to the U.S. 

Trustee's office or to somebody to say we need representation. 

They may not know we need representation. 

So I just -- you know, I guess this is my way of 

saying that I hope that somehow there's a vigilance going 

forward. Because if things become complex and we get to a 

mature point in the case, it becomes hard at that point to say 

oh, now we need someone to get involved. But I respect and 

understand the position from the Court today. 

THE COURT: Well, I will say that I'm expecting in 

the first instance, that the U.S. Trustee's office, which has 

the statutory power to appoint committees, will be on the 

front line of that vigilance in connection with its monitoring 

of the case. 

And I would also like to suggest in that connection 

that to the extent there are questions raised by your retirees 

to your committee, PREPA retirees to your committee, you might 

direct them in the first instance to make their inquiries of 

the U.S. Trustee's office as to whom they should direct their 

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questions to. 

And if the United States Trustee's office has any 

issue with these two observations, I invite Ms. Lecaroz to 

come back to the podium. But that would be my suggestion for 

now, and I would be expecting that if the U.S. Trustee's 

office perceives that things are inadequate or not properly 

attended to, that the United States Trustee's office would 

initiate a process. 

MR. GORDON: Thank you, Your Honor. 

ASSISTANT U.S. TRUSTEE LECAROZ ARRIBAS: Monsita 

Lecaroz. Yes, I want to assure the Court that we are 

constantly monitoring the case and we are constantly 

monitoring the committee composition, and we will continue to 

do so. And we are always able to, and willing to, receive any 

communications from anybody regarding to the case. Thank you. 

THE COURT: Thank you very much. 

And so it is now five to 12:00, and we promised a 

break from 12:00 to 1:00 for lunch. And so we will begin the 

lunch break now. 

We will resume at one o'clock with the renewed 2004 

motion before Judge Dein. See you in an hour. Thank you. 

 (At 11:55 AM, recess taken.)

(At 12:57 PM, proceedings reconvened.)

HONORABLE MAGISTRATE JUDGE DEIN: You may be seated.

Good afternoon. I've given you all of lunch to 

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resolve this. How did you do? 

MR. DESPINS: I'm glad you haven't lost your sense of 

humor. That's good to hear.

HONORABLE MAGISTRATE JUDGE DEIN: Talk to me later, 

in an hour. We'll see how I'm feeling. 

MR. DESPINS: So, Your Honor, I think we divided the 

time -- I should say good afternoon, Judge Dein. Luc Despins, 

Paul Hastings on behalf of the Committee. We're here on our 

renewed motion for 2004 examination. 

I think we had reserved 30 minutes for our time. I'd 

like to take 10 on opening, 10 for reply. And let me jump 

right in. 

First, as a housekeeping matter, we are incorporating 

here all our prior pleadings and the arguments. We're not 

going to repeat them. No worries. But I wanted to make sure 

that that was there for the record. 

And I'll say at the outset, because I know you will 

get there in about two minutes, I will get to the following 

questions, which is why now, why not wait, talk to me about 

duplication. So we'll cover all those points. 

But first, I want to talk about just a little bit of 

background, not a lot, but I think it's important to recall 

the context. 

And as I said before, I would not be making the 

statement if it was not a quote from a newspaper article, but, 

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you know, the current governor has called the past Puerto 

Rico, quote, a big Ponzi scheme. And there's a sitting First 

Circuit judge that has suggested that a grand jury 

investigation -- a grand jury should be empanelled to look at 

what happened in the past. So this is a very serious matter. 

When you contrast that, Your Honor, with the tenure 

-- first let's look at the report that we've gotten so far 

from the investigator, which is fine. It is attached to the 

pleadings, and it was filed in April. 

And you can -- I'm not going to go through it, but I 

think it shows that they're approaching things in a very 

different way than needs to be approached, from the point of 

view of recovery against bad actors. Not from the point of 

view of writing a report on measures that should be taken to 

avoid similar things. We're not interested in that. We're 

interested in dealing with claims against bad actors or 

subordinated claims or challenging claims of people of that 

ilk. 

And, you know, the investigator has said many times 

that he's not interested in a finger pointing exercise. And 

that's confirmed by the statement we put in our Reply. 

Governor Vila, who was a former governor during the COFINA 

period, said, one, that I can confirm that what the committee 

says in the renewed motion is correct. 

And what he means by that is that he met with the 

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investigator or somebody from his office, and the first thing 

they told him is that they're not interested in pursuing 

claims or guilty parties. And that we're not, quote, we're 

not doing any kind of investigation to say who is to blame or 

anything. 

And we probably will hear from Mr. Mungovan that they 

are going to identify claims. But everything we see from the 

investigator and confirmed by witnesses that have been 

interviewed is that, in fact, he is telling them that that's 

not the case.

HONORABLE MAGISTRATE JUDGE DEIN: So I'm not going to 

stop you, but I do want you to focus for me in this intro on 

what you're actually getting. 

MR. DESPINS: Yes. 

HONORABLE MAGISTRATE JUDGE DEIN: My point throughout 

this whole thing was not that you would be using the materials 

the same way as the independent investigator, but the question 

was really is there a world of documents that are being 

obtained that everyone can use differently -- 

MR. DESPINS: Yes. 

HONORABLE MAGISTRATE JUDGE DEIN: -- but not having 

to be searched for twice. 

MR. DESPINS: Okay. So --

HONORABLE MAGISTRATE JUDGE DEIN: And there seems to 

be very different representations in the pleadings as to 

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what's actually been produced for the committee to have access 

to. 

MR. DESPINS: So let's start with that. Until we 

filed our motion, the only thing that was produced to us by 

the investigator, and the source being Santander or Banco 

Popular, were what I would call phonebooks, not -- of course, 

not phonebooks, but public documents, deal documents, et 

cetera. 

The first custodial production occurred after we 

filed our motion. It was from Santander. So when they say 

they filed thousands of pages, yes, there are a lot of pages 

in a prospectus or in a deal closing binder, but the custodial 

production occurred after we filed our motion. 

So you might say, so therefore you're getting it, so 

you're happy. No, Your Honor. The problem we have is that we 

have those documents, but we had asked the investigator for 

what search terms were used, because as you know, I know you 

do this every day, without search terms and custodians, it 

could be meaningless. Meaning, you could say to -- I'm 

exaggerating. You could say to a legal assistant at GDB, 

please produce all documents regarding the financial crisis 

and they'll be two pages. But if that's directed to the right 

person, it could produce thousands of pages. So they have not 

shared that, so we don't know. 

Even worse than that, GDB has not produced a single 

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document. Let me be more precise. GDB may have produced 

documents, we don't know the details, to the investigator, but 

not one was produced to us. Reason being, because we can't 

apparently agree on an NDA, but we've been after them for 

months, Your Honor, on this. Literally for months. And every 

time, oh, yes. We'll get back to you. We'll get back to you. 

And I think we should be rewarded for not having come 

to court earlier, because we tried to figure it out and it was 

never resolved. I think we'll hear from counsel for AAFAF as 

to whether that issue is resolved today. I don't believe that 

what he proposed is going to resolve the issue, but clearly 

today we have zero documents. 

And as you know, we know this from the GAO report, 

which is a public report filed by a governmental organization 

that talked about the financial crisis in Puerto Rico and the 

debt issues and all that, and places GDB at the center of 

this, you know, what the governor called a Ponzi scheme, as an 

enabler of this whole system. And that's in the GAO report. 

So we know that GDB is critical to this, and we've 

seen zero documents. And you've heard this morning as to 

what's -- why GDB is relevant today. So that's the first 

thing. 

So we're not getting -- we certainly don't know. 

We've given them the topics. We did what Your Honor said. We 

gave them the request for production. And as far as we know, 

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they did ask them to produce those documents. So we're not 

debating that. 

The question is, we have no visibility into search 

terms, custodians. And, in fact, when we asked them for 

custodians the first time this came up, you know, they had 

left out the members of the Board that are -- that were 

previously at Santander or Banco Popular and GDB, I forget 

which one of these three entities, but certainly two of those 

three. 

And they never told us that they would until we filed 

our motion. And then they said, oh, yes, we've asked them for 

documents. We don't know who they asked, those members of the 

Board or their former employers. We don't know. 

In any event, Your Honor, you're right that in an 

ideal world, if we have all the documents, there is no 

problem. But right now they're only sharing with us 

Santander, Banco Popular, and any other documents where the 

producing party has agreed that we can see it. 

Well, what do you think the producing parties are 

doing? They're not -- they're not agreeing that we can see 

them.

HONORABLE MAGISTRATE JUDGE DEIN: Is that true? Do 

you know that?

MR. DESPINS: Yes, because we know that --

HONORABLE MAGISTRATE JUDGE DEIN: We know GDB. 

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MR. DESPINS: We know GDB, we haven't gotten one 

document. But we know from their response that they've said 

they've received documents from dozens of people. So I know, 

I can count that Santander, Banco Popular, that's only two, so 

they have other people. 

And we don't have those documents except for Standard 

& Poor's, again, you know, phonebooks, their rating reports 

and all that, that are public documents anyway. But we have 

no documents from investment banks that were -- other 

investment banks that were underwriters. And there's a bunch 

of those. 

So either they have not received documents from them 

or they're not sharing them with us because they have the 

power not to share with us if the producing party says no. So 

that doesn't work. 

And then the question becomes, Your Honor, why not 

wait to see the report. So that's very important to 

understand what relief we're seeking. Today, nothing would 

happen. Meaning, if you grant our relief, nobody would have 

to lift a finger today. Santander and Banco Popular would 

have to -- would have to start conferring with us on August 

15th as to any additional production. 

You might say, well, if you get all the documents, 

why do you need additional production? Of course, we're not 

going to have them produce the same documents twice. So it's 

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going to be either very limited, because they will produce all 

the responsive documents, or it won't, because the 

investigator didn't get all the documents they should get. 

That's the only relief you're granting today, meaning that it 

would start on August 15. 

And you might say well, why not wait for the report? 

And my point on that is as follows: There are two worlds we 

live in. Either -- actually, three. The first one is the 

report -- they say don't worry, the report's coming August 15, 

so there's no problem. 

And they told you before when we were not here but we 

were in New York, or maybe we were in Boston. I forget. But 

anyway, it was in New York. They told you that the report 

would be ready late March, early April. Was that a binding 

agreement? No. But that's certainly the guidance they gave 

to everyone. And they blew through that guideline without any 

explanation, which is fine. 

But the point is that now they're saying August 15, 

but we don't know whether that's going to happen, because they 

say that's subject to people producing. And of course, you 

have to know there's a symbiotic relationship between the 

investigator and the targets, because the longer it takes for 

them to produce, the more time he needs. And then we're on 

the sidelines. 

So the point is either they will file that report -- 

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let's start with number one. They will not file that report 

by August 15. Well, then we'll be very glad that Your Honor 

entered an Order today saying August 15 is when the clock 

starts. Or they will file a report, and then there are two 

alternatives. 

It will be, as they will tell you, that it will 

contain all claims, they will identify all claims against 

other parties, et cetera, which is contrary to what they've 

said in their witness interviews. And if that's the case, 

then I'm not going to -- again, we have no interest in 

duplicating stuff. 

There's a fee examiner. We've heard the discussion 

this morning about how closely he's following professionals. 

I'm sure they would be all over us if we did that. No 

incentive to duplicate. They will take their report and use 

it to the maximum extent possible. 

And if the report is of the type we think it will be, 

which is a Reader's Digest version of, you know what? They 

incurred too much debt. Well, I think we know that. Or 

there's a lack of transparency. We know that. Congress has 

already said that in the PROMESA Statute. 

So if that's the report, then we'll be very glad that 

we started on August 15. Why August 15? Why not wait until 

September? Well, the reason being is that there is a deadline 

that's going to expire. 

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You might say, well, that's years away, but May 9, 

2019, is just around the corner, because you have to file a 

complaint by then. And when you file a complaint, you have to 

do discovery. 

And the way these guys -- these guys -- what I mean 

is targets generally produce documents. It's not going to be 

produced on September 15. There's going to be a lot of back 

and forth. You know this from the other 2004 aspects of this 

case where we're going at it now for months. And therefore, 

we cannot miss that deadline of May 2019. 

But more importantly, there's the GDB proceeding 

that's going full bore right now. And the other part that's 

going full bore are the plan negotiations. 

You have people showing at the table and saying I 

have four billion dollars of those bonds. They're not going 

to say well, by the way, they're subject to a challenge debt. 

They exceeded the debt limits under the Constitution and all 

that. They're not saying that. They are assuming their 

claims are allowed. 

There's nobody challenging that. There's nobody 

investigating that, as far as we know. That has to happen now 

because how can we have a settlement or a discussion with a 

group of creditors that are allegedly owed billions of dollars 

when their claims are subject to challenge? 

But that's why, Your Honor, we think there's a need 

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to act now. And also, that's why we made it very limited, 

meaning the rope you're giving me really is from August 15. 

The two banks have to meet and confer with us. Very modest 

exercise given that we filed our initial motion a year ago. 

And then there's a check-in point in September where 

you might say, well, committee, stand down. We have a 

beautiful report that explains all the claims and all that 

and, therefore, there's no need to do any investigation. 

That's an alternative. Or no, go ahead, committee. Keep 

doing what you're doing. 

But to start that argument in September, it's going 

to be a waste of time. And also, the investigator needs to 

know that the Court is sending you a signal, which is we've 

given you a year basically. August 15 is -- they were 

appointed September 1st. Fine. It's not a year, but almost a 

year. 

They're not giving you more time, meaning you can 

keep going with your investigation. If you want to take two 

years for your report, that's fine, but the Court is not going 

to put the process on hold for you to do your report. And 

that is why it's so important to rule on this today, Your 

Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: So let me just ask 

you a few questions on very concrete facts. 

As I understand it now, you are saying, though, that 

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you did propose document requests and that as you understand 

it now, those were conveyed; is that correct? 

MR. DESPINS: That's correct, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: And that the issue 

of the custodians is no longer -- you identified certain 

custodians, I think it was Mr. Garcia, Mr. Gonzalez, and as 

far as we understand now, they were -- those records were 

searched? 

MR. DESPINS: No, we never heard back on that. 

HONORABLE MAGISTRATE JUDGE DEIN: You don't know? 

MR. DESPINS: We know from their response that 

they've asked for documents from these gentlemen, but we don't 

know how. From the previous employer, from their current 

files, we don't know. 

HONORABLE MAGISTRATE JUDGE DEIN: So the documents 

you have from Santander and Banco Popular, you're satisfied 

that you can review those in this time period between now and 

August? 

MR. DESPINS: Yes, we --

HONORABLE MAGISTRATE JUDGE DEIN: But you want to 

know what the search terms were and you want to know who else 

produced documents? 

MR. DESPINS: Correct. And we want those documents 

to be produced to us, regardless of whether these people 

consent or not. 

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HONORABLE MAGISTRATE JUDGE DEIN: You want those now, 

not before August?

MR. DESPINS: Correct. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. 

MR. DESPINS: But I would say, Your Honor, the search 

term -- you know this. I don't know why I'm telling you 

this. 

HONORABLE MAGISTRATE JUDGE DEIN: Unfortunately, I 

know a lot about search terms, but that's okay. 

MR. DESPINS: I know. I'm sorry. But they're 

critical. And also meaning what follow up was made and all 

that. I mean, there are so many ways of dodging production, 

as we know. So it's very important to know that. 

But again, the limited relief we're asking from 

August 15 is the obligation to meet and confer. If we have 

everything, there'll be nothing to meet and confer about. 

So we're -- my point is we're assuming we're in a 

world where either the report won't be filed August 15, or the 

report will be a Reader's Digest report, or there will be some 

claims identified, not others, but that's why we're saying 

let's start this process now.

HONORABLE MAGISTRATE JUDGE DEIN: What I don't want 

to do, though, is end up in September with a discussion about 

what has been produced and what has not been produced. And so 

I will hear from everybody on that. But that's really a 

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critical concern to me at the moment, because there seems to 

be shifting representations as to what's been available and 

what has not been available. 

Okay. And just for GDB, the August time schedule 

doesn't fit the Title VI schedule. 

MR. DESPINS: No. First of all, these documents 

should have been produced months ago. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. 

MR. DESPINS: So they need to be produced now. But 

we will sit down with counsel for AAFAF, with Suzzanne Uhland 

and try to have a schedule that works both for the discovery 

and the Title VI. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. So you 

expect that to be addressed in the whole Title VI briefing, 

the new schedule?

MR. DESPINS: But I want to be precise. There are 

two things going on with GDB. GDB, there are issues about 

whether the GDB folks should get a release under their -- 

because the Code, the Code PROMESA doesn't provide for that. 

But putting that aside, whether there are facts and 

circumstances that would say that these people should not get 

a release, that's a very narrow issue. But GDB was the bank 

that structured all these transactions, so they're at the 

center of all these. 

So for example, the issue of whether the 2014 GO 

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bonds should be challenged and what knowledge people had as to 

whether it violated the debt limit under the Constitution, 

that's all within GDB. 

That may or may not relate to the Title VI release 

provisions, but it's broader. So there are two things going 

on at the same time there. 

HONORABLE MAGISTRATE JUDGE DEIN: Do you expect it to 

participate in the schedule of the Title VI process, to 

include discovery, or you don't?

MR. DESPINS: No. I think that we should deal with 

GDB here because it's a broader request. I'll give you 

examples of documents we've asked of Ms. Uhland, for example. 

We've asked her to give us copies of bank accounts and things 

like that, or to see what the relationship was between the 

depositors and GDB. Very cut and dry, boring legal documents. 

But we're not asking her to produce any e-mails or anything 

like that. That should be done in the context of this effort 

here. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. Thank you. 

MR. DESPINS: Thank you, Your Honor. 

MR. MUNGOVAN: Good afternoon, Your Honor. Timothy 

Mungovan from Proskauer Rose for the Oversight Board as the 

representative of the Commonwealth and the Title III debtors. 

Your Honor, let me just tell you up front what our 

recommendation is, and then I can address Mr. Despins' 

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arguments and commentary. 

For the Oversight Board, we believe that the motion 

should be denied without prejudice subject to their ability to 

come back and renew their motion once again in August or 

September after the report has been finalized and completed, 

all of the documents have been assembled. And we can have a 

process, and we're happy to work out with Mr. Despins a 

process where he can identify to the Court what else he needs, 

when he needs to get it by, and a path to do that. 

Let me address specifically two items. So the UCC's 

motion gets a number of things wrong. I'm just going to focus 

on two, and I'm going to get right to the document issue.

But first, the UCC asserts repeatedly throughout its 

motion papers, both its Motion and its Reply, that the 

independent investigator is not going to identify potential 

claims. 

I communicated again yesterday with the independent 

investigator. I have no idea where the UCC comes to the 

conclusion that claims will not be identified. In the April 

5th report, the independent investigator states specifically 

that it will identify claims. I can give you the page and 

paragraph number. 

HONORABLE MAGISTRATE JUDGE DEIN: I have to admit 

that I couldn't tell whether it was all kinds of claims or 

regulatory claims or it was missing a comma. 

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MR. MUNGOVAN: It's a fair point, Your Honor. 

So I communicated directly with counsel for the 

independent investigator yesterday, and I can tell you that 

the independent investigator will provide a comprehensive 

discussion of claims and avenues for value recovery in its 

final report.

HONORABLE MAGISTRATE JUDGE DEIN: Okay. 

MR. MUNGOVAN: So I think that --

HONORABLE MAGISTRATE JUDGE DEIN: I understand 

that -- I think the report wasn't as clear, but thank you. 

MR. MUNGOVAN: I wanted to be as crystal clear as I 

could be. That's precisely what I was told last night. I 

expect that the report will comply with the representation 

that I just made to you on behalf of the independent 

investigator. 

Let me go to the second point, which is the 

documents, and what's been provided and what hasn't. Let me 

try to simplify this. As I was listening to Mr. Despins 

present to the Court, I grouped the documents into three 

categories, okay? 

The first category are the documents from the Popular 

and Santander entities. That's category one. Category two 

are the documents at GDB, or the GDB related documents. And 

you can group categories one and two together to some degree, 

because they are the Puerto Rico financial institutions that 

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are the subject of the UCC's motion. I've segregated them for 

a reason, which I'll explain in a minute. And then there's a 

third category, which are what we'll describe as the other 

parties that have been the subject of the independent 

investigator's investigation. 

With respect to category one, which are the Popular 

entities and the Santander entities, the UCC has all of the 

documents that the independent investigator has obtained from 

those parties. Period.

HONORABLE MAGISTRATE JUDGE DEIN: All right. But 

with -- so for those entities, his concern is the search terms 

and the custodians? 

MR. MUNGOVAN: So with respect to that issue, Your 

Honor, that issue has not been raised before today. I do not 

recall seeing it in the briefing. I know that there are 

regular calls between the investigator and both committees, 

the Retiree Committee and the UCC. And to my understanding, 

that issue has not been an issue that the UCC has articulated 

and said, we have a problem with this. 

I'm more than happy to work with the independent 

investigator and Mr. Despins to discuss search terms, 

custodians and the like, and to see whether there's a basis to 

bridge this apparent disagreement. But when I tell you that 

this is the first time I've heard of it, I've heard of it 15 

minutes ago. 

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HONORABLE MAGISTRATE JUDGE DEIN: No -- well, I think 

it is in the briefing, but there's a lot of briefing. 

MR. MUNGOVAN: If it is, I apologize, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: But is it something 

that -- 

MR. MUNGOVAN: I think it's something that can be 

worked out. 

HONORABLE MAGISTRATE JUDGE DEIN: -- you think can be 

worked out? 

MR. MUNGOVAN: I have no doubt that it can be worked 

out, Your Honor. As you know, we've appeared in front of you 

on other cases, and search terms were an issue. I understand 

it intuitively. I'm more than happy to help bridge the gap. 

HONORABLE MAGISTRATE JUDGE DEIN: So it's not 

something you're claiming top secret on?

MR. MUNGOVAN: I can't -- until I speak with the 

independent investigator about it, I can't tell you that they 

may not take that position. I just don't know. But I'm happy 

to try to work it out. And if it is an issue, I'm happy to 

report back to the Court, and I'm sure Mr. Despins will. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. 

MR. MUNGOVAN: That's Popular and Santander. That's 

category one. I think that we can resolve that. 

With respect to the GDB, let me just tell you the 

current state of play as I understand it. Right now, the 

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independent investigator is working with AAFAF and GDB to 

obtain documents, but right now the independent investigator's 

itself receiving those documents on an attorneys' eyes only 

basis, on a read only, attorneys' eyes only basis. And so the 

ability -- the independent investigator at this moment does 

not have the ability to share those documents with the 

committees. 

If an agreement can be worked out with AAFAF, and I 

expect that Mr. Sushon will be presenting to you next, whereby 

a process can be developed and agreed upon through which the 

documents can be shared by the independent investigator with 

the committees, I'm sure that the independent investigator 

will be willing to do that.

HONORABLE MAGISTRATE JUDGE DEIN: That's a lot of 

documents to have attorneys' eyes only for. 

MR. MUNGOVAN: I understand. 

HONORABLE MAGISTRATE JUDGE DEIN: I'm having a hard 

time wrapping my head around that one. 

MR. MUNGOVAN: I understand. I'm going to defer the 

explanation of that position to Mr. Sushon. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. 

MR. MUNGOVAN: But I believe right now the 

independent investigator is constrained by that restriction. 

And in order for it to be able to accomplish its 

investigation, it has to live within the restrictions that are 

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being placed upon it by the parties from whom it is seeking to 

obtain documents, which is a good segue to category three. 

Category three, first of all, is not technically the 

subject of the UCC's motion, as I read their motion. The 

motion is directed toward the Puerto Rico financial 

institutions, which are comprised of three effectively, 

Popular, Santander and the GDB, as I read their motion. 

With respect to the other parties, in an effort to 

expedite the investigatory process, as I have been informed by 

the independent investigator, they have sought to do things on 

a voluntary basis with the parties, the third parties with 

whom they are interacting and they're seeking information, 

rather than serving a Subpoena. 

If a Subpoena is served, there won't be a restriction 

on the independent investigator to share documentation, or 

they won't have to obtain the producing party's consent to 

sharing. The fact is, I believe, that many of the producing 

parties, perhaps all of the parties in what I'll call the 

third category, have not consented to the independent 

investigator's request to share those documents with the 

committees. 

Here's -- I believe that there is a path forward with 

respect to this, this particular issue, and maybe all of these 

issues, Your Honor, which is that the independent investigator 

expects to file its final report and an exit plan. And as 

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part of that exit plan, the independent investigator will 

indicate, I anticipate, that it has created a document 

repository. 

And that document repository is a resource that will 

be available to a party to request permission of the Court to 

obtain access to. And to the extent that a party objects, a 

producing party objects to their documents being made 

available, that is an issue that will be joined before this 

Court. 

In my view, Your Honor, giving the time scale that 

we're talking about, which is a couple of months, first of 

all, these documents aren't even subject to the UCC's motion I 

believe fairly read. 

And secondly, on a time scale basis, allowing this 

process to play out where the independent investigator 

finishes gathering documents from parties, particularly on a 

voluntary basis, targeting August to complete that process, 

targeting August to finalize that document to repository, and 

making a process available with the Oversight Board and the 

committees to allow the committees to pursue those documents 

in that repository. That to the Oversight Board, Your Honor, 

is a far more efficient and effective and expedient path to 

address the committee's concerns at this point in time. 

HONORABLE MAGISTRATE JUDGE DEIN: So why is that 

different, though, than his request to sit down on August 15 

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and spell out exactly what you're producing, when you're 

producing it, and what hasn't been produced? 

MR. MUNGOVAN: I think that there's room for both, 

Your Honor. I think that we can -- for the Oversight Board, 

we're more than happy to sit down and have sat down with 

Mr. Despins and the committees. 

But what I would say is the one sensitivity that I 

have on this relates to the agreements that the independent 

investigator has or may have with those parties, the third 

category, who voluntarily produced the documents. I don't 

know what the terms of that voluntary production are. 

And so I don't know whether there is a limitation 

upon the independent investigator sharing with, or the 

Oversight Board sharing with the committees the list of who 

the producing parties are and the scope of the documents that 

were produced with them. I just don't know what those 

restrictions are or may be. 

HONORABLE MAGISTRATE JUDGE DEIN: So this is my 

problem. As I understand it from some of the papers, there's 

been a lot of discussion about who's producing documents, 

about who's being interviewed. I mean, all of that has been 

discussed according to the representations, what the 

independent investigator's doing. But then the results of the 

interviews, the results of the document requests are not being 

shared. 

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So I don't want to end up in August with the 

beginning of a fight over what should be produced or not. The 

report itself, assuming it comes out on August 15, and 

assuming it identifies claims, if it hasn't allowed the 

committee to see at least some of the substantive underlying 

documents, then it doesn't have credibility. And then we're 

just stalling this for another couple of months. 

And I accept the concern of the May 2019 date. I 

think that's real. 

MR. MUNGOVAN: Let me address both of those points. 

First, the May 2019 date, that's an issue for the Oversight 

Board, at least in the Oversight Board's position and view, 

because those claims belongs to the debtors, not to the 

Committee. 

And secondly, with respect to your first issue, which 

is the concern about having a disagreement in August, the 

disagreement is not going to come from the Oversight Board I 

don't anticipate, Your Honor. 

To the extent that there is any disagreement about 

access to the documents that are in the depository relating to 

the third category, or potentially the GDB, depending on what 

Mr. Sushon tells us, that will be an issue between the 

Committee, or committees, and the producing party, as to 

whether or not the producing party's documents should be made 

available to the committees.

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HONORABLE MAGISTRATE JUDGE DEIN: But then I end up 

on August 15 and I say okay, so issue a Subpoena. I mean, how 

do we make this conversation happen without that? 

MR. MUNGOVAN: That may be, Your Honor, but what I 

would tell you is my understanding of the independent 

investigator's concern is that if you mandate that -- if you 

take the position that those documents must be turned over in 

some way, it could interfere with that investigation. 

And what I would say to you is that the independent 

investigator needs to be free to pursue the path that it is 

pursuing, unhindered by imposition by a committee to evaluate 

the documents that the independent investigator has collected, 

where the independent investigator has made the decision that 

it is more expedient and more efficient and more cost 

effective to work voluntarily with the producing parties to 

produce documents on a voluntary basis. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. So your 

proposal then is on August 15, we'll take that as a date there 

would be an exit proposal that says that these are the 

following materials that will be turned over that have not 

been turned over as of now. These are the materials that you 

will not have access to because I couldn't get you access to 

it. And you, Committee, file a motion to compel or seek the 

2004 authorization at that point. 

MR. MUNGOVAN: Yes. I think something like that. 

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And depending on what Your Honor orders as a result of this 

motion today, it will likely give guidance not only to the 

committees, but also the producing parties as to what the -- 

what the most direct path is.

HONORABLE MAGISTRATE JUDGE DEIN: Okay. Thank you. 

MR. MUNGOVAN: Thank you, Your Honor. 

MR. SUSHON: Good afternoon, Your Honor. Bill Sushon 

from O'Melveny Myers on behalf of AAFAF.

I should start out by saying that we join in Mr. 

Mungovan's arguments and we support the positions expressed by 

the Oversight Board.

I want to start, if I may, by clearing up a 

misapprehension that I believe the UCC and Retirees' Committee 

are laboring under, which is this: The documents from GDB are 

GDB's documents. 

They're not AAFAF's documents, and AAFAF has done 

nothing to interfere with sharing those documents with the 

investigator or with the committees. AAFAF has been working 

diligently to try to secure GDB's permission to share those 

documents. And that has borne fruit, although maybe not the 

fruit that everyone would have liked. 

As of right now, the investigator is receiving 

documents from GDB on an attorneys' eyes only basis, subject 

to execution of an NDA that will be acceptable to GDB and the 

investigator. I, today, while we were sitting here in court, 

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received permission from GDB to provide non-privileged 

documents to share with the investigator, to the UCC and the 

Retirees' Committee on an attorneys' eyes only basis, again, 

pending execution of an NDA that's acceptable to GDB and to 

the committees. 

But that's all been work that AAFAF has been doing to 

try to get cooperation and to try to get the information out 

there, because as I've told this Court before, our position is 

that transparency is precisely what's needed here, and we 

support a transparent investigation. 

HONORABLE MAGISTRATE JUDGE DEIN: So what can I do to 

make this NDA get signed sooner rather than later? 

MR. SUSHON: That I don't know, Your Honor, because I 

don't represent GDB. I don't know what the issues are that 

are creating any concerns on their part. 

HONORABLE MAGISTRATE JUDGE DEIN: So who knows? The 

independent investigator knows what the issues are? 

MR. SUSHON: I don't believe so, Your Honor. I think 

that would have to be GDB. I --

HONORABLE MAGISTRATE JUDGE DEIN: I'm feeling a 

little bit like I'm chasing my tail around. 

MR. SUSHON: I understand, Your Honor. I'm just not 

authorized to speak on behalf of GDB, and so I can't express 

that. But that is what we have been doing. That is what we 

can do today so we can at least get the committees the 

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documents that the investigator has that are non-privileged. 

They can begin reviewing those documents. It can 

help them if they do think that there are deficiencies in 

those document productions. It can help them then begin to 

work on whatever follow-up request they may have. And they 

can bring those through the investigator while the 

investigation is ongoing. 

If when the investigation is done they're still not 

satisfied with the document productions, then they can take 

whatever other steps they think are necessary to get the 

documents that they need. But this is at least a very good 

first step to get beyond the log jam that we've been in and to 

get them some of what they need. 

HONORABLE MAGISTRATE JUDGE DEIN: Just so I 

understand, what you're saying is that the documents can be 

produced tomorrow attorneys' eyes only, but you're -- 

somebody's negotiating a non-disclosure agreement which would 

free up some of those documents beyond attorneys' eyes only? 

MR. SUSHON: That's correct, Your Honor. And I 

believe that needs to be approved by the GDB board.

HONORABLE MAGISTRATE JUDGE DEIN: All right. And 

then do you know whether they're producing a privilege log? 

MR. SUSHON: There is not a privilege log as of now, 

but they would be, I believe, willing to produce a privilege 

log to the UCC. 

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HONORABLE MAGISTRATE JUDGE DEIN: All right. And as 

I understand it, the other financial institutions did produce 

a privilege log, and the privilege log was produced to the 

committee? 

MR. SUSHON: I don't know the status of that.

MR. DESPINS: No privilege logs were produced -- was 

produced. 

HONORABLE MAGISTRATE JUDGE DEIN: Well, as I 

understood -- I'm going to make you all file one brief just so 

they all say the same thing. 

MR. SUSHON: That could be a real punishment, Your 

Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: I gather. I think 

that if there's a privilege log out there, it ought to be 

produced to the Committee. 

MR. SUSHON: As of right now, there's not a privilege 

log for GDB, Your Honor. That I know. But I believe that 

they're willing to prepare and produce a privilege log. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. 

MR. SUSHON: I have only one other thing to add, and 

that's this. It wasn't raised today during argument, but in 

the UCC's reply papers, they made insinuations about AAFAF 

personnel and that AAFAF personnel are somehow incentive to 

obstruct the investigation because of their prior employers 

being potential targets of the investigation. 

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I feel obligated to say that, first of all, that's 

completely speculative. There are no facts offered. There's 

no evidence offered. The concern is expressed specifically 

about --

HONORABLE MAGISTRATE JUDGE DEIN: Let me just suggest 

that that's not a persuasive argument if you're not turning 

over the documents. 

MR. SUSHON: Well, but again, they're not AAFAF's 

documents, Your Honor. And that's the other point, is that 

the AAFAF executive director is named in particular, but his 

former employer isn't GDB. His former employer is one of the 

other banks. 

So what possible reason he could ever have to 

interfere with the production of GDB documents to protect some 

other bank that's not GDB is a mystery to me. I don't 

understand it. 

In any event, again, AAFAF has been working very hard 

to get this done, and will continue to do so. 

HONORABLE MAGISTRATE JUDGE DEIN: I appreciate that. 

What I do need to help figure out, and I will hear from 

everybody else as well though, everybody agrees the GDB 

documents are critical. I need to figure out how we get those 

produced, how I get the right people in the room with 

authority to negotiate whatever we need to negotiate. 

And if the non-disclosure is too restrictive, I need 

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to weigh in on that and see what happens at that point. But I 

can't have everybody in front of me saying, I'm not the one 

that has the authority to do that. So I'm trying to figure 

out the best way to get the right people in front of me. 

MR. SUSHON: At this point, Your Honor, I think one 

possibility would be simply to have a status report at the 

next Omnibus hearing, at which point if things haven't been 

achieved, then, you know, some relief could be considered, 

some motion, something that would get the right people in the 

courtroom, if necessary.

HONORABLE MAGISTRATE JUDGE DEIN: Okay. 

MR. SUSHON: Thank you, Your Honor.

HONORABLE MAGISTRATE JUDGE DEIN: Anyone else? 

Yes. 

MR. DORSEY: Good afternoon, Your Honor. John Dorsey 

of Young, Conaway, Stargatt & Taylor. I'm here on behalf of 

Banco Popular. 

I don't want to belabor any of the arguments that 

have already been made. Obviously we filed our objection to 

the motion, but I wanted to just assure the Court that we are 

cooperating with the independent investigator. 

We have been producing documents. Our employees have 

been interviewed. We've been producing documents since 

December of last year. And there's an ongoing dialogue with 

the independent investigator. They continue to ask for 

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documents.

And we're in the process of reviewing additional 

documents now that were prompted by the interviews that they 

conducted of our employees. So we just wanted to let the 

Court know that we are cooperating completely. 

HONORABLE MAGISTRATE JUDGE DEIN: And as I read your 

papers, you have no objection to those documents being turned 

over to the committees? 

MR. DORSEY: That's correct, Your Honor. We 

understood they were being turned over to the committees. 

HONORABLE MAGISTRATE JUDGE DEIN: Thank you. 

MR. RAIFORD: Good morning, Your Honor. Landon 

Raiford of Jenner & Block for the Retiree Committee. I think 

the answer, as we see it, to the middle ground that we 

advocate is require GDB today to make available to both 

committees the documents they have made available to the 

investigator. And to the extent they have concerns over 

sensitive issues or attorney eyes only and that sort of stuff, 

we already have an agreement with the investigator that 

governs how these documents can be used and based on various 

labels that have been placed on them. 

It's a little frustrating to hear that for months 

now, every time we have these discussions, it's with AAFAF 

about these very documents. So now here today in court they 

throw their hands up and say well, it's not us; what are we 

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supposed to do. If so, where is GDB's counsel today? Where 

are they to explain their position if they're the only ones 

who can push this forward? 

We think this is some of the smoke and mirrors. We 

have and the other committee has for weeks and months tried to 

get an NDA agreement with AAFAF, and heaven and earth may pass 

away, but AAFAF is never going to sign one without this Court 

intervening. 

So we think again, you don't have to give the UCC 

committee or our committee full fledge authority to go pursue 

Rule 2004 discovery. We believe that if we wait until the 

report is issued in August, but yet we all have access to the 

documents that were given to the investigator, and that are 

governed by the NDA that we have already entered into with the 

investigator, then pretty much all of these problems can be 

resolved. 

HONORABLE MAGISTRATE JUDGE DEIN: Do you make a 

distinction between the third category of non-financial 

institution documents and GDB? 

MR. RAIFORD: We do a little, and the reason we're 

not as concerned about the third category is because our 

conversations with the investigator is that those documents, 

the plan is that they will be put in a database, and that we 

can, as soon as the report is issued, seek access to those 

documents.

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So we think that those -- again, things can change. 

If I understand this presently, the way it's supposed to work 

is those documents will be in the database and hopefully there 

won't be a problem. 

The problem we all admit we have is with GDB, who 

refuses to let us see literally anything.

HONORABLE MAGISTRATE JUDGE DEIN: So if I need to 

find out information from the investigator as to really what's 

going on with whether the documents will be put in the 

database or not, how does that happen? Who's going to 

represent him? 

MR. MUNGOVAN: Good afternoon, Your Honor. Timothy 

Mungovan for the Oversight Board. 

So I believe that the independent investigator 

reports to the subcommittee of the Oversight Board. I've told 

you that based on my discussions with the independent 

investigator yesterday, or counsel for the independent 

investigator at Kobre & Kim, that their expectation is that 

they plan to put the documents that they have collected and 

gathered into the document repository, a data room. And as 

part of the exit plan, inform the Court that those documents 

are in the repository. 

HONORABLE MAGISTRATE JUDGE DEIN: And identify the 

restrictions on use on those documents? 

MR. MUNGOVAN: Meaning that the -- is the question 

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will the independent investigator identify which documents are 

restricted in terms of use? That seems like a reasonable 

request. I'm happy to communicate with the independent 

investigator about that, but that seems like a reasonable 

thing to do, or at least have segregated subrooms in the data 

room, that these documents are available to the committees. 

I don't think that there's any issue with respect to 

at least two of the Puerto Rico financial institutions as that 

term is defined. It sounds like the GDB may be worked out, or 

hopefully. 

And we're talking about the third category, which is 

the non-Puerto Rico financial institutions. And I'm sure that 

we can figure out a way to identify who those parties are and 

the restrictions on access, so that the committees can make a 

determination as to whether they want that information, and to 

establish a basis to obtain it.

HONORABLE MAGISTRATE JUDGE DEIN: It seems to me that 

I need to know from the investigator, one, is there any 

problem sharing search terms and having that conversation 

about appropriate search terms? Are there any custodians? 

All right. I need to know the status of the 

negotiations with GDB, and I'm not going to wait until the 

next Omni to have any non-disclosure agreement resolved. So I 

don't quite know the way to do it, but maybe it's the 

investigator who needs to talk to the committees, because 

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documents -- all right. The Retiree Committee lawyer is now 

given permission to speak, even though you're not admitted pro 

hac vice. Thank you. 

Is that enough? 

LAW CLERK: And Santander. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. And 

we'll need to hear from New York in a minute. 

MR. MUNGOVAN: What I might suggest, Your Honor, and 

it just occurred to me that counsel for the Retirees' 

suggestion with respect to GDB makes sense. 

To be clear, in my view, I don't believe that it's 

the burden of the independent investigator to act as an 

intermediary with respect to the terms of the NDA. I believe 

that they're happy to facilitate that discussion between the 

committees and GDB. But the independent investigator is doing 

its job under the context of PROMESA. 

To be clear, the independent investigator is also 

aware that their ability to share at the request of the 

Oversight Board with the committees as a matter of efficiency 

is something that makes sense to avoid having duplicative 

discovery. But I want to be careful with acknowledging or 

accepting some burden on the part of the independent 

investigator that I don't think I can do. 

So I reiterate that maybe the path forward with 

respect to GDB is for the committees to communicate directly 

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with GDB. Perhaps the commentary from the bench today may act 

as a catalyst to GDB to work together with the committees to 

come to an acceptable NDA that I'm sure will also be 

acceptable to the independent investigator, and we can report 

back to the Court perhaps by the end of next week. 

HONORABLE MAGISTRATE JUDGE DEIN: Yes. I think 

what -- I think that makes sense, but I also think I'll 

schedule something in Boston in about two weeks -- I don't 

have my calendar with me -- that GDB will have to be present 

at. All right? 

So it will be sort of the 2004 against GDB, and at 

least I'll have the right parties there so that we can figure 

out what to do with how fast those documents can be produced. 

They're going to be produced. I mean, you can tell GDB that. 

I just want to make sure they're represented and have counsel 

at the hearing, and then we will figure out how fast to get 

them. 

But I accept counsel's representation that at least 

all the documents will be available to both committees on an 

attorneys' eyes only basis tomorrow, okay? 

I have some nods at me. 

MR. SUSHON: Yes, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: Do we have someone 

in New York? 

MR. CROWELL: Yes, Your Honor. This is Nick Crowell 

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from Sidley Austin representing Santander, and I'll be very 

brief. 

I just wanted the Court and the parties to know that 

Santander is fully cooperating here. It has nothing to hide. 

It's produced tens of thousands of pages of documents. We 

provided current and former Santander employees for 

interviews. And I believe that all that information we 

produced has already been made available to the UCC and the 

Retirees' Committee of which we have NDAs. 

We will continue to cooperate with the investigator 

and we will probably be producing some more documents. And 

obviously when those documents are made available to the 

investigator, my presumption is that they'll also be made 

available to the UCC for their guidance. 

Thank you, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. Thank you. 

MR. DESPINS: Your Honor, just a few clarifying 

points. You have not heard a word about August 15 from 

anyone. Just make sure that's very clear. 

That date, I've had to put some money on it, is not 

happening. I hope I'm wrong, but you have not heard a word 

about that, and that was not an accident. 

And on the issue of we have not raised the search 

term, it's on page eight of our Reply. We had various e-mail 

communications with the investigator asking for search terms, 

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so that issue has been front and center for a long time. 

Then the issue of -- you know, Mr. Sushon is playing 

a very dangerous game. He has been negotiating with us the 

terms of that NDA for the last four months. That is illusory. 

I have e-mails going back and forth between me and him and 

Mr. Friedman negotiating the terms of that GDB, and now he 

says oh, we don't represent them. 

By the way, why is there not a default judgment 

against GDB? Because we filed a motion. They're not here. 

Let's get the default judgment entered. I mean, this is, Your 

Honor, very troubling. 

HONORABLE MAGISTRATE JUDGE DEIN: So does it make 

sense then to have a continuation of the hearing with GDB 

present, and we just at that point wrap that up? 

Mr. DESPINS: Yes. And if they're not there, then 

whatever happens with that. But the next point, Your Honor, 

is the other parties. And they're saying, well, we haven't 

filed a motion about that. We can do that. 

We can also serve a Subpoena on the investigator 

saying produce all the documents you've received. And then he 

can come to Court saying, I can't do that; I have a 

confidentiality agreement. And then Your Honor will resolve 

that. 

I can't believe that's the game we're playing, 

because we have filed the motion, so -- there are other 

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entities, and by the way, they're numerous. They're big banks 

in New York that were involved in this. And they're saying, 

well, we're not going to give you those documents because 

that's not covered by your motion. 

The state is paying for that investigation. We 

should have access to it. And if the third parties are 

opposed to that, they can come to the Court and explain why we 

should not have access to those documents. 

And by the way, the fact that that would interfere 

with their investigation, Judge, we're talking about 

documents, not witnesses. So how is it that us seeing the 

documents will interfere with the investigator's 

investigation? We just don't see it. 

But all in favor of keeping this on a short leash, 

that's the only way this is going to move forward. 

MR. MUNGOVAN: Your Honor, two things. First of all, 

with respect to the scope of the motion, I'm just responding 

to the motion as written with respect to the third category of 

documents. We're responding to the motion as written. 

If the committee wants to seek categories of 

documents from third parties, I think we've laid out a process 

for them to get access to those documents. Let's be 

practical. 

And then with respect to the search terms, I was 

reviewing e-mail that I had received over the weekend in my 

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folder. And what the note that I have from my team states is 

that the independent investigator invited the committee to 

provide proposed search terms for Popular and Santander, and 

expressed a willingness to pose such search terms to these 

witnesses. The Committee never provided such terms. 

So that's not necessarily responsive to the criticism 

that has been levied now with respect to what search terms 

were, in fact, used. It's a fair point, Your Honor. 

I will go back. I will talk to the independent 

investigator about that. I hear you loud and clear that you 

want, if possible, those search terms to be shared and the 

custodians. If there is a problem with doing that, I will 

report back. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. So why don't 

we say within the next week, you will have that conversation 

and somebody will file a status report with me to let me know. 

I guess you will. 

MR. MUNGOVAN: (Nodding head up and down.)

HONORABLE MAGISTRATE JUDGE DEIN: To let me know what 

the status of that is. I also want to know the status of this 

third category. Are there really -- I don't know what the 

agreements are. Are the agreements -- I guess by August 15, 

I'm using that date, you're going to have to convince me it's 

wrong, if it's wrong. 

But by August 15, the committees need to know what's 

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in the room, what the form is. I guess the investigator needs 

to spell out the exit plan in a filing that we can actually 

look at. 

MR. MUNGOVAN: That's my understanding, that there 

will be an exit plan or an exit report that will be filed that 

is separate from the final report. I don't know that the exit 

report will be filed by the 15th of August. 

I am told -- I don't have personal control over it, 

but I am told by counsel for the independent investigator that 

they currently anticipate, as stated in our filings, that they 

will file a final report by August 15, 2018. 

HONORABLE MAGISTRATE JUDGE DEIN: But I want the exit 

plan by then. 

MR. MUNGOVAN: You want the exit plan by the same 

date? 

HONORABLE MAGISTRATE JUDGE DEIN: I actually want to 

know what's going to be in the exit plan before that, all 

right? I want to know that there's going to be a plan that 

says that the documents will be in a room, when access will be 

available to them. 

The overarching thing that I wanted to say is that 

the Committee is going to get these documents. All right? 

Because I'm not going to end up in a fight about whether 

investigations are duplicative because the Committee doesn't 

know what documents have already been produced. 

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The whole point of this was so that the financial 

institutions didn't have to do the same searches multiple 

times. All right? But the Committee can't be in a position 

of saying I want these documents, and then not knowing whether 

or not they've been produced. 

So that's not a fight I'm willing to have. And if I 

have to just open the doors to make sure it doesn't happen, I 

will do that. 

MR. MUNGOVAN: I understand, Your Honor. 

THE COURT: All right. So I think the privilege logs 

need to go over to the committees, to the extent they exist, 

and there needs to be a privilege log from GDB. 

You need to have these conversations about custodians 

and search terms and make sure that that's done. I need to 

know what the status is of the third category. Is it expected 

that those documents will be released at the exit date, or is 

it expected that they will still be confidential at that date? 

MR. MUNGOVAN: My understanding is that they will be 

-- to the extent that they are restricted by the producing 

party, they will be held as confidential. The independent 

investigator will be withdrawing, as I understand it, subject 

to the exit plan. And the Oversight Board presumably will 

have control over those documents. 

But my understanding is that there will be -- at 

least in some instances, as of today, there are restrictions. 

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Whether those producing parties lift those restrictions 

voluntarily remains to be seen.

HONORABLE MAGISTRATE JUDGE DEIN: Is there any 

concern that you have about disclosing the identity of the 

parties that have produced the documents? 

MR. MUNGOVAN: I don't -- 

HONORABLE MAGISTRATE JUDGE DEIN: That is something 

that you need to talk to the investigator --

MR. MUNGOVAN: I don't know, Your Honor. Yes, let me 

speak with the investigator's counsel. I don't know. To some 

degree, I'm in a difficult position, to be honest with you, 

because I'm functioning frankly as an intermediary as well. 

But I'm trying to be as direct and honest with you as I can. 

I don't know whether that is information that can be 

shared. If it can be, I will work to make that clear to you 

and to the committees.

HONORABLE MAGISTRATE JUDGE DEIN: All right. So I 

think the way that we're leaving this is you'll have the 

conversation with the investigator and with the committees and 

file a status report in the next week. Does that make sense? 

MR. MUNGOVAN: Yes, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: And then in two 

weeks, I will issue a continuation date for a hearing with GDB 

to address those documents, all right? And then I will take 

the remainder of it under advisement based on what I have here 

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and formulate the next steps. 

MR. MUNGOVAN: Thank you, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: The goal will be, 

though, that this is moving. Okay? And that the documents 

will be reviewed. 

On the other side, though, when we get to the I want 

more stage, which I know will come, that's actually going to 

have to be fairly identified as to what's needed, why, and 

probably some budget on what the additional search will 

involve. Okay? And I'll put that in an Order as I finalize 

this. 

But that's going to -- assuming that the committees 

get all of the materials that have been -- or substantially 

all the materials that have been produced, the more the 

investigation is going to have to be targeted. Okay? 

And again, I understand that there may be very 

different goals in the investigation, and I don't have a 

problem with different goals, but I think there is a finite 

world of information that people will use differently. 

So the fact that the investigator's goals may be 

different doesn't mean that an entirely new search takes 

place, if the same documents have been produced, and just 

focus -- the focus of the documents are different. Okay? 

Does that make sense? 

I have sort of some nods on that note. 

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MR. SUSHON: (Nodding head up and down.)

MR. ROSEN: (Nodding head up and down.)

HONORABLE MAGISTRATE JUDGE DEIN: And I think I 

should leave. 

Is there anything else? 

MR. SUSHON: (Shaking head from side to side.)

HONORABLE MAGISTRATE JUDGE DEIN: Okay. Thank you. 

(At 2:10 PM, the Honorable U.S. District Court Judge 

Swain took the bench.)

THE COURT: Please be seated. 

Our final contested agenda item is the joint 

application for entry of an Order amending the Interim 

Compensation Order. 

Mr. Sushon. 

MR. SUSHON: Good morning, Your Honor. Bill Sushon 

of O'Melveny & Myers for AAFAF. 

I'm happy to report that I think we can move this to 

the uncontested category. And I'll explain that in a moment, 

but first I thought it would be helpful to get some background 

on the reasons behind the proposed amendments. 

Aside from housekeeping issues, the proposed 

amendments are designed primarily to ensure that people 

seeking payment from the Puerto Rico Government Treasury are 

complying with Puerto Rico law. 

The reason for that isn't that we think that the 

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Court's Order is insufficient to require payment to the 

professionals. It's really because we have taken to heart the 

concerns that have been expressed over the timing of payments 

and of payments being delayed. 

Everyone has experienced delays in payments, 

including my firm, you know, some of them very lengthy. And a 

big part of the reason for that, Your Honor, has been that the 

Treasury, when it is processing payment requests from 

professionals, has policies, procedures and systems that are 

set up to ensure compliance with Puerto Rico law, because the 

payments have to be made typically in compliance with Puerto 

Rico law. 

So as soon as you have a situation where there's a 

variation from what is typically done in Puerto Rico, that 

requires people to understand the reasons behind it, to get 

themselves comfortable with it, for the employees to feel 

comfortable that they're not going to be subject to criminal 

prosecution for processing a payment that doesn't check the 

boxes for Puerto Rico law. 

We also think that providing the things complying 

with Puerto Rico law provides greater transparency. Given 

that these payments are coming from Puerto Rico's Treasury, we 

believe that the taxpayers and the people have a right to 

transparency to see the arrangements that are in place and so 

on. So that is what motivated the amendments. 

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We had one objection from the UCC professionals, and 

I believe that we have resolved their concerns in this way. 

There was a concern about tax withholding, and that all of 

their payments would be subject to automatic tax withholding 

by Puerto Rico. 

There is a process that -- we've spoken to the IRS. 

There is a process that allows anyone who's making an 

application for payment from the government, or to any other 

part of the government, to certify to the payor that they are 

not doing business -- the person seeking payment is not doing 

business in Puerto Rico, at which point the payor no longer 

has the obligation to withhold Puerto Rico tax. 

So that would eliminate any withholding from the 

professionals' payments. The professionals could still be 

liable for tax. That's on them. They need to figure that out 

with their own tax professionals. 

But if the government gets those certifications from 

the professionals, then there will be no tax withholding from 

their payments. And with that, I believe that the UCC's 

professionals will withdraw their objection. 

THE COURT: May I just ask a question just for 

clarification? 

MR. SUSHON: Yes, Your Honor. 

THE COURT: So I may have overread the objection, but 

there also seemed to be buried in the -- well, not so buried, 

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in the objection a contention that the retention arrangements 

entitled those professionals to be grossed up for any actual 

tax liability. That it wasn't just a withholding issue that 

was being raised at the end of the day, but a gross up issue. 

Am I wrong about that or have you resolved that? 

MR. SUSHON: That issue was raised in the objection. 

It isn't frankly squarely implicated by the amendments to the 

interim compensation order, which merely provides that the 

professionals need to be in compliance with Puerto Rico tax 

law. 

So, you know, that's the requirement, but I'll leave 

it to Mr. Despins to explain their position and if there is 

any continuing objection. 

MR. SUSHON: Thank you.

THE COURT: Thank you. 

MR. DESPINS: Thank you, Your Honor. Luc Despins 

with Paul Hastings on behalf of ourselves and Zolfo Cooper and 

the Casillas Torres firm. 

But we don't need to pursue that issue now, meaning 

that we can table that. We're satisfied with that 

representation that once we submit that certification, there 

will be no withholding, and we remain subject to whatever tax 

we have to pay. 

The only clarification I would add is that they've 

already withheld 29 percent from our fees. And so upon 

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submitting that certification, that those fees would be paid 

promptly by the government. Subject to that, you know, I 

think that resolves it. 

MR. SUSHON: Your Honor, just one further 

clarification. The certification would need to provide not 

only that the payee is not doing business in Puerto Rico, but 

also that the work was not performed in Puerto Rico. So it's 

a two stage --

THE COURT: And so with that certification, it is 

your expectation that it will be given retroactive effect so 

that the monies that have previously been withheld will be 

refunded? 

MR. SUSHON: Yes, as long as the certification is 

given for past payments as well as for -- when each payment is 

sought in the future.

THE COURT: Very good. I thank you and congratulate 

you for having resolved the objection to this Order. 

And there was an amended version of the Order that 

was filed last night that seemed to be directed to PREPA 

professionals in particular. 

MR. SUSHON: That's correct, Your Honor.

THE COURT: And Mr. Despins had raised I think in his 

objection an issue about the literal requirement of the filing 

of an engagement letter saying that for professionals who are 

retained pursuant to Orders, there's not an engagement letter. 

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So this is a roundabout way of saying, am I going to 

get another proposed amended form of the Order with tweaks to 

deal with that sort of issue, or can I go ahead and enter the 

Form of Order that was filed yesterday? 

MR. SUSHON: You can enter the Form of Order that was 

filed yesterday.

THE COURT: Mr. Despins, you can just nod. 

MR. DESPINS: (Nodding head up and down.) Yes. Yes, 

Your Honor. 

THE COURT: All right. Mr. Despins has nodded and 

said yes. So I will do that and I thank you. 

MR. SUSHON: Thank you, Your Honor.

THE COURT: And so in items Roman V and Roman VI of 

the agenda, the matters that are adjourned and/or carried over 

to the July Omni are specified. And unless anyone else has an 

issue to raise? I see no hands here or in New York. 

So this conclude today's agenda. As of right now, 

the next scheduled hearing date I believe is June 22nd in 

Boston in connection with a 2004 application issue. No? 

LAW CLERK: That one came off. 

THE COURT: That one came off, so it's not. 

HONORABLE MAGISTRATE JUDGE DEIN: Maybe we'll fill it 

up again. We'll see. 

THE COURT: Yes. It will morph into something else. 

So as of now, we'll be back here in San Juan for the 

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next Omnibus on July 25th. And I want specifically and 

wholeheartedly to thank the Court staff here in Puerto Rico 

and in New York for their professionalism and all of the work 

that they do constantly to support these proceedings, and 

particularly the work that has been undertaken in preparation 

and support of today's hearing. 

I thank all of you for your presentations and 

advocacy. I wish you all well and safe travels for those who 

are traveling. 

We are adjourned. Take care. 

(At 2:19 PM, proceedings concluded.)

* * *

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U.S. DISTRICT COURT )

DISTRICT OF PUERTO RICO)

I certify that this transcript consisting of 138 pages is 

a true and accurate transcription to the best of my ability of 

the proceedings in this case before the Honorable United 

States District Court Judge Laura Taylor Swain and Honorable 

United States District Court Magistrate Judge Judith Dein on 

June 6, 2018. 

S/ Amy Walker

Amy Walker, CSR 3799

Official Court Reporter

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< Dates >

April 19th 7:2

April 5th 101:19

August 10 15:5

August 15 93:5, 

93:9, 93:18, 94:2, 

94:3, 94:23, 96:2, 

96:14, 98:15, 

98:18, 107:25, 

109:3, 110:2, 

110:18, 123:18, 

126:22, 126:25

August 15, 2018 

127:11

August 15th 92:21

August 24th 20:6

August 6 19:10

August, august 20:4

February 300 million 

14:11

January 2018 34:18

July 25th 29:11, 

137:1

July 5th 19:4, 19:6, 

19:8

July 6 19:9

June 22nd 19:3, 

136:18

June 28 32:13, 33:10

June 29 10:21

June 6, 2018 1:16, 

5:2, 138:9

March 7th 36:24, 

37:2

May 15 7:13

May 16 7:13

May 2019 95:10, 

109:8, 109:11

May 28 69:18

May 29 11:1

May 29th 10:20

May 8th, 2018 18:15

May 9, 2019 95:1

May, may 17 16:12

October 2017 34:18

September 15 95:7

September 1st 96:15

$7.86 48:11

$7.86. 48:10

.1. 61:12

< 0 >

000 57:15

< 1 >

10 57:15, 86:11

10,000 62:11, 70:4, 

77:22

103 14:2

10th 20:9, 33:15, 

54:20

11 50:6, 56:10, 

56:11

1102 77:13, 77:16

1102(a)(1 77:9

1102(a)(2 66:9, 

66:17, 77:10

1102(a)(4 77:11

11:55 85:22

12(b)(6 28:17

12:00 85:17, 85:18

12:57 85:23

13 33:6

138 138:4

149 14:12, 14:14

15 36:21, 37:10, 

103:24

150 14:9

15th 127:7

16 36:21, 37:10

17,300 11:3

17-BK-3283(LTS 1:6

17-BK-3567(LTS 1:24

18,500 62:10

18-AP-030(LTS 1:22

180 60:13, 60:17

1:00 85:18

< 2 >

2.6 16:14

2.8 11:12

20 39:15, 44:24, 

49:10

2004 85:20, 86:9, 

95:8, 110:24, 

118:11, 122:11, 

136:19

2014 99:25

2017. 12:22, 14:2

20th 7:3, 20:4

21: 2:11

240 14:8

29 134:25

2:10 131:8

2:19 137:11

< 3 >

3 70:20, 71:14

3,000 11:2

3.4 11:10

3.6 62:14

30 39:15, 47:10, 

86:10

30-day 10:21

300 16:17

30th 60:23

316 54:1, 54:9, 

55:22

317 54:9, 55:23

317. 54:1

3228 77:21

328 54:8

3799 138:15

38 11:8

3: 1:6, 1:22

< 4 >

40 39:15, 62:23

400 11:9

45-day 21:2

46 11:5, 11:13

< 5 >

50 16:18, 39:15

55 17:12

< 6 >

60 21:6, 24:8, 

24:21, 24:22, 

27:21, 29:19

60-day 21:3, 21:10

601 19:12

64 14:22

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65. 21:6

< 7 >

7,500 70:3

7,522 77:23

< 8 >

8.25 62:17

82 14:2

87 14:4

< 9 >

9 70:20, 71:14, 

76:21

90 14:1, 29:19

905 17:23

99 13:25

9:39 5:3

< A >

a)(1 80:19

a)(2 79:16, 81:7

a)(4 66:9, 66:17, 

79:17, 81:7

AAFAF 11:22, 12:9, 

13:21, 16:9, 

16:11, 18:24, 

25:7, 26:9, 30:24, 

41:24, 59:13, 

67:16, 70:25, 

90:9, 99:10, 

105:1, 105:8, 

111:8, 111:16, 

111:18, 112:6, 

114:22, 114:23, 

115:8, 115:10, 

115:17, 117:23, 

118:6, 118:7, 

131:16

abeyance 32:4

abide 70:11

ability 53:25, 

55:25, 58:1, 60:6, 

60:23, 70:15, 

75:21, 75:22, 

101:3, 105:5, 

105:6, 121:18, 

138:5

able 55:2, 57:16, 

57:23, 65:12, 

79:22, 81:9, 

85:14, 105:24

above 14:22, 43:19

Absolutely 9:25, 

63:24, 69:16

accelerated 30:15, 

31:1

acceleration 24:17

accept 109:8, 122:18

acceptable 10:1, 

10:2, 33:19, 

111:24, 112:4, 

122:3, 122:4

accepting 121:22

access 14:7, 40:20, 

89:1, 107:6, 

109:20, 110:22, 

118:12, 118:24, 

120:14, 125:6, 

125:8, 125:22, 

127:19

accident 123:22

accompanied 31:17

accomplish 105:24

accordance 60:25

according 108:22

account 22:19

accounts 100:13

accrued 36:13, 63:2

accurate 138:5

achieved 116:8

acknowledged 30:19

acknowledging 121:21

acknowledgment 6:18

acronym 68:2

Act 17:14, 17:17, 

18:14, 96:1, 

121:12, 122:1

action 14:16, 78:10

actions 59:17, 78:15

actively 14:24, 

27:17

activities 43:18

activity 38:21

actors 87:13, 87:16

actual 44:21, 81:2, 

134:2

actuality 44:24

Actually 6:25, 8:10, 

10:4, 13:10, 

13:13, 47:1, 

59:14, 63:23, 

71:13, 81:17, 

88:13, 89:1, 93:8, 

127:2, 127:16, 

130:7

actuarial 80:5

actuaries 78:18

Ad 2:33, 16:19

add 26:15, 34:2, 

46:14, 46:15, 

57:4, 81:18, 

114:20, 134:24

added 15:24

adding 74:16

addition 17:3, 66:5

additional 10:23, 

11:11, 11:12, 

12:7, 13:2, 15:3, 

16:18, 36:4, 

36:14, 45:10, 

46:23, 71:19, 

72:2, 72:3, 74:2, 

77:11, 92:22, 

92:24, 117:2, 

130:9

address 13:5, 21:17, 

22:24, 23:11, 

25:4, 36:19, 

41:21, 50:1, 

61:25, 100:25, 

101:10, 107:23, 

109:10, 129:24

addressed 18:20, 

21:19, 24:18, 

39:8, 42:9, 52:14, 

71:4, 99:14

addressing 58:12, 

75:20

adds 16:1

adequate 62:1, 62:7, 

63:9, 65:21, 67:5, 

73:13, 77:14, 

77:16, 81:4

adequately 66:19, 

78:3, 84:5

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adhere 42:22

adjourned 136:14, 

137:10

adjudication 20:19

adjusted 45:20

adjustment 7:12, 

9:11, 12:10, 

12:16, 27:20, 

48:10, 59:23, 

72:23

adjustments 8:11

Administered 1:11

administrative 

11:19, 40:19

admit 101:23, 119:5

admitted 121:2

adopt 69:7

ADR 12:6

advance 14:15, 

22:11, 43:25, 44:4

adversary 22:18

advice 78:10

advisement 129:25

advisors 27:16, 

71:22, 78:18

Advisory 2:21, 2:29

advocacy 137:8

advocate 117:15

affect 25:15

afternoon 29:23, 

61:13, 61:17, 

85:25, 86:7, 

100:21, 111:7, 

116:15, 119:12

Agency 2:20, 2:28

agenda 22:2, 34:10, 

59:9, 61:12, 

131:11, 136:14, 

136:17

Agent 2:38, 9:24, 

10:1, 10:6, 10:8, 

13:21, 24:10, 

50:16, 59:13

agents 9:5, 12:1

ago 24:24, 34:20, 

69:18, 96:4, 99:7, 

103:25

agree 22:8, 38:3, 

64:10, 65:23, 

66:5, 67:2, 90:4

agreed 13:2, 29:15, 

58:13, 91:18, 

105:10

agreeing 91:20

agreement 29:12, 

76:25, 93:15, 

105:8, 113:17, 

117:19, 118:6, 

120:23, 124:22

agreements 108:8, 

126:22

agrees 115:21

ahead 50:20, 71:13, 

96:9, 136:3

air 43:8

al 1:16, 1:31, 2:5

Albeniz 2:48

alert 65:8, 70:18

alerted 68:21

algorithmic 57:20

allegedly 95:23

alleging 78:3

allocated 49:11

allow 7:1, 8:25, 

9:8, 10:25, 12:11, 

18:7, 38:5, 107:20

allowed 7:14, 8:8, 

95:19, 109:4

allowing 107:14

allows 133:7

alluded 49:24

alluding 71:3

almost 49:16, 57:20, 

96:15

already 5:22, 27:17, 

46:6, 60:10, 

70:24, 71:4, 

94:21, 116:19, 

117:19, 118:14, 

123:8, 127:25, 

134:25

alternative 96:9

alternatives 94:5

although 22:2, 

28:12, 56:7, 

111:20

amend 37:3, 49:9

amended 12:23, 

17:25, 18:16, 

67:5, 135:18, 

136:2

amending 131:12

amendment 17:2, 18:7

amendments 12:23, 

18:12, 18:13, 

131:20, 131:22, 

132:25, 134:7

among 35:11, 48:7, 

57:3, 62:15, 68:10

amount 16:15, 17:12, 

17:22, 47:3, 54:24

amounts 45:20

Amy 138:14, 138:15

analysis 7:6, 43:2, 

53:2, 56:20, 81:5, 

81:8

analyze 81:4

and/or 29:25, 67:3, 

136:14

Andrew 2:47, 28:2

angles 72:22

announcement 9:3, 

42:11

annual 15:12

annually 15:13

answer 35:20, 47:16, 

48:11, 48:12, 

81:17, 117:14

anticipate 15:3, 

20:18, 22:6, 

27:20, 31:8, 

107:2, 109:18, 

127:10

anticipating 12:15, 

35:25

anticipation 20:19

anybody 30:3, 49:15, 

85:15

anyway 56:16, 92:8, 

93:13

apologize 8:17, 

83:5, 104:3

apparent 103:23

apparently 90:4

appealed 39:25

appear 20:2

appearance 12:5, 

80:8

APPEARANCES 2:1, 3:3

appeared 62:4, 

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Document Page 141 of 174
104:11

appears 42:9

applaud 9:4

applicants 34:23, 

35:12

application 32:23, 

34:22, 35:25, 

39:4, 39:14, 

41:17, 55:4, 

56:14, 58:19, 

60:24, 83:1, 

131:12, 133:8, 

136:19

applications 34:17, 

35:14, 38:14, 

38:23, 41:12, 

45:21, 51:7, 

51:22, 52:7, 58:21

applies 56:7

apply 42:18, 43:4, 

53:21

applying 47:23

appoint 63:18, 

65:25, 66:8, 

66:18, 68:21, 

69:2, 69:5, 77:7, 

78:24, 80:18, 

81:9, 83:3, 84:18

appointed 50:17, 

65:12, 67:3, 

67:21, 67:22, 

73:12, 74:18, 

74:19, 83:15, 

96:15

appointing 50:1, 

64:12, 65:1

appointment 50:15, 

61:25, 64:11, 

67:7, 75:17, 

75:24, 80:15, 

81:7, 82:11

appointments 67:12, 

79:18

appreciate 36:13, 

58:6, 115:19

approach 12:11, 

20:10

approached 87:12

approaching 87:11

appropriate 12:13, 

19:18, 21:10, 

22:1, 22:7, 26:13, 

37:14, 38:5, 

41:17, 57:9, 58:9, 

60:8, 60:18, 

65:13, 68:20, 

120:20

appropriately 16:3, 

55:8

approval 6:15, 

12:16, 16:12, 

18:15, 18:22, 

20:1, 35:14, 45:19

approve 19:22, 54:7

approved 37:18, 

40:15, 113:20

approximately 11:2, 

11:3, 11:5, 11:9, 

11:24, 14:4, 

16:14, 16:15, 

17:11, 62:10

April 62:12, 66:24, 

87:9, 93:14

arbitrarily 51:19

arguably 71:16

argue 25:6, 51:16, 

81:22

argued 28:12

argument 28:11, 

29:13, 29:14, 

29:18, 38:22, 

71:10, 96:11, 

114:21, 115:6

arguments 34:3, 

38:4, 86:14, 

101:1, 111:10, 

116:18

arise 48:10

arises 43:3

Army 15:15

arose 39:9

around 31:5, 73:9, 

95:2, 105:18, 

112:21

arrangements 49:9, 

54:7, 132:24, 

134:1

ARRIBAS 2:11, 79:3, 

79:6, 79:10, 

80:13, 80:22, 

81:12, 83:16, 

85:10

Article 70:20, 

71:14, 76:21, 

86:25

articulate 43:10, 

69:11

articulated 42:24, 

64:5, 103:18

articulating 73:7

articulation 31:18

Arturo 2:24

Aside 99:20, 131:21

aspects 43:11, 95:8

aspirational 30:15, 

32:14

assembled 46:18, 

101:6

asserts 101:13

assess 14:23

asset 17:19

assets 62:17, 63:4, 

76:15

assist 11:23

assistance 40:1

ASSISTANT 79:3, 

79:6, 79:7, 79:10, 

80:13, 80:22, 

81:12, 83:16, 

85:10, 89:20

associated 13:5, 

74:6

associations 68:8, 

68:16, 69:20, 

69:21, 70:3, 70:5

assume 6:20, 15:20, 

26:11

assuming 20:14, 

75:21, 95:18, 

98:17, 109:3, 

109:4, 130:12

assumption 19:21, 

20:17, 62:16, 

62:20

assumptions 80:5

assurance 55:22

assure 85:11, 116:20

attach 68:14

attached 70:14, 

77:21, 87:8

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Document Page 142 of 174
attaches 70:13

attempt 37:15, 

51:19, 56:8

attend 43:17

attendance 36:11, 

41:22, 42:10, 

42:12, 42:13, 

42:20, 43:13, 

46:6, 48:14, 51:25

attended 23:19, 85:7

attending 5:14

attention 49:4

attorney 117:18

attorneys 78:17, 

105:3, 105:4, 

105:15, 111:23, 

112:3, 113:16, 

113:18, 122:20

attributable 44:25

audible 5:23

auditors 71:23

August 97:18, 98:2, 

99:4, 101:4, 

107:17, 107:18, 

109:1, 109:16, 

118:12, 127:7

AUST 2:11

Austin 123:1

Authority 1:30, 

2:21, 2:23, 2:29, 

17:15, 52:6, 54:6, 

62:2, 65:24, 

70:21, 74:14, 

77:8, 115:24, 

116:3, 118:10

authorization 110:24

authorized 112:23

automatic 60:7, 

133:4

available 14:7, 

14:14, 20:5, 

23:25, 27:22, 

99:2, 99:3, 107:5, 

107:8, 107:19, 

109:25, 117:15, 

117:16, 120:6, 

122:19, 123:8, 

123:12, 123:14, 

127:20

avenues 102:5

average 14:21

avoid 36:9, 36:10, 

51:20, 60:21, 

61:1, 87:15, 

121:20

awaiting 18:15

aware 8:3, 8:18, 

10:19, 12:20, 

26:5, 35:17, 

44:11, 69:22, 

70:1, 71:22, 

121:18

away 95:1, 118:7

< B >

back 5:8, 12:12, 

14:3, 19:10, 

31:10, 32:20, 

46:19, 58:1, 60:5, 

73:9, 85:4, 90:6, 

95:7, 97:9, 101:4, 

104:20, 122:5, 

124:5, 126:9, 

126:13, 136:25

backdrop 8:16

background 86:22, 

131:19

backing 36:24

backlog 39:7

bad 87:13, 87:16

balance 14:8, 76:16

balloon 48:25

ballots 19:6

Banco 3:6, 89:5, 

91:7, 91:17, 92:4, 

92:20, 97:16, 

116:17

Bank 2:41, 99:22, 

100:13, 115:15

banking 20:21

Bankruptcy 1:1, 

24:24, 50:12, 

52:23, 60:3

banks 92:9, 92:10, 

96:3, 115:12, 

125:1

bar 10:20

Barak 2:8

base 14:1

Based 7:22, 12:25, 

62:15, 64:24, 

78:7, 81:8, 

117:20, 119:16, 

129:25

basic 62:4

basically 75:13, 

96:14

basis 17:23, 20:20, 

40:6, 42:2, 54:15, 

56:17, 60:1, 

103:22, 105:4, 

106:11, 107:14, 

107:17, 110:16, 

111:23, 112:3, 

120:16, 122:20

beautiful 96:7

become 84:12

becomes 84:13, 92:16

began 50:16

begin 50:9, 85:18, 

113:2, 113:4

beginning 109:2

begins 51:12

behalf 6:24, 10:8, 

16:9, 23:12, 

27:13, 33:24, 

34:13, 61:22, 

78:18, 86:8, 

102:14, 111:8, 

112:23, 116:16, 

134:17

behavior 48:7

behaviors 39:3

behind 57:5, 131:20, 

132:15

belabor 116:18

believes 21:14, 

21:16

belong 52:3

belongs 28:13, 

109:13

below 45:5

bench 46:13, 48:3, 

122:1

bench. 131:9

benchmarks 54:12, 

55:2

beneath 56:13

beneficial 17:18

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beneficiaries 70:3

benefit 42:6, 56:20, 

79:12, 80:4

benefits 63:2

best 82:18, 116:4, 

138:5

better 47:22, 48:22, 

73:7

beyond 113:12, 

113:18

Biaggi 2:30

big 25:5, 25:20, 

87:2, 125:1, 132:7

Bill 51:24, 52:1, 

52:2, 111:7, 

131:15

billing 14:3, 39:3, 

43:2, 43:19, 

44:14, 44:18, 

49:10, 50:9, 

50:13, 57:14, 59:1

billings 44:5, 59:3

billion 11:5, 11:8, 

11:10, 11:12, 

11:13, 16:15, 

16:16, 16:20, 

62:14, 95:15

billions 95:23

bills 55:18

binder 89:12

binding 93:14

bit 10:18, 25:13, 

28:5, 36:2, 51:3, 

59:19, 68:18, 

80:12, 82:20, 

86:21, 112:21

blame 88:4

blanket 37:16, 78:4

blew 93:16

Block 61:21, 117:13

Bob 55:17

body 27:18

Bolanos 2:25

bond 11:16, 16:20, 

16:23, 17:10

bondholders 16:18, 

16:19, 76:25, 77:2

Bonds 11:7, 11:17, 

16:23, 17:11, 

17:12, 17:13, 

95:15, 100:1

bore 95:12, 95:13

boring 100:15

borne 111:20

borrowings 14:9

borrows 52:23

Boston 93:12, 122:8, 

136:19

bother 48:10

boxes 132:19

Bradley 2:13

Brady 34:14

break 49:16, 49:17, 

49:19, 85:18, 

85:19

breathing 7:21

Brian 2:7, 6:23, 

27:13

Bridge 59:9, 60:22, 

61:2, 103:23, 

104:13

brief 23:17, 38:22, 

46:3, 47:24, 

47:25, 114:9, 

123:2

briefing 29:10, 

32:2, 34:1, 38:18, 

42:21, 43:23, 

99:14, 103:15, 

104:2

briefly 25:4, 33:23, 

41:22, 59:15, 

69:11, 73:19

briefs 48:6

bring 6:6, 113:6

bringing 11:3, 11:22

brings 73:9

broader 26:3, 48:12, 

48:16, 100:5, 

100:11

broadly 51:3

brother 76:21

bucket 52:4

budget 14:22, 15:4, 

130:9

budgets 8:4

buenos 5:5

building 20:18

built-in 55:8

Bujold 79:7

bullet 36:20, 41:21, 

48:24

bunch 92:10

burden 56:25, 77:12, 

77:15, 121:12, 

121:22

burdened 59:25

buried 133:25

business 30:11, 

133:10, 133:11, 

135:6

< C >

calculable 44:20

calculation 62:15

calendar 34:1, 

49:11, 122:9

call 21:2, 57:21, 

75:2, 89:6, 106:18

called 17:14, 17:18, 

87:1, 90:17

calls 103:16

candid 44:9

candor 58:6, 68:19, 

73:15

capabilities 15:9

capable 68:5, 71:21

capped 44:20

care 137:10

careful 25:22, 36:7, 

121:21

carefully 51:20

carried 136:14

case-by-case 43:2

cases 56:10, 56:11, 

60:9, 65:18, 68:9, 

104:12

cash 14:8, 14:19, 

41:5, 41:6

Casillas 134:18

CAT 3:50

catalyst 122:2

categories 11:7, 

11:14, 12:3, 50:4, 

58:10, 102:20, 

102:24, 125:20

categorized 11:6

Category 20:15, 

56:7, 102:21, 

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Document Page 144 of 174
102:22, 103:3, 

103:6, 104:23, 

106:2, 106:3, 

106:19, 108:10, 

109:21, 118:18, 

118:21, 120:11, 

125:18, 126:21, 

128:15, 131:18

cause 38:10, 78:14, 

78:19

Cavanaugh 71:23

center 90:16, 99:24, 

124:1

centers 10:24

central 76:12

centrally 24:11

certain 16:24, 

49:10, 57:2, 

58:22, 60:9, 

63:25, 68:7, 

70:21, 71:1, 97:5

certainly 10:9, 

29:20, 30:13, 

54:2, 58:3, 62:4, 

63:4, 66:16, 

67:11, 67:19, 

70:11, 71:4, 

90:23, 91:8, 93:15

certification 8:7, 

82:15, 134:21, 

135:1, 135:5, 

135:9, 135:13

certifications 7:5, 

7:8, 7:19, 133:17

certified 7:3, 

16:14, 62:12, 

62:17, 63:1, 63:3

certify 44:4, 133:9, 

138:4

cetera 78:18, 89:8, 

94:8

challenge 26:2, 

95:16, 95:24

challenged 100:1

challenging 87:17, 

95:20

chambers 10:11, 

35:15, 57:18

chance 37:7

change 7:22, 56:2, 

56:3, 66:8, 66:12, 

67:7, 119:1

changes 18:5, 45:16, 

48:23, 50:1, 53:24

chaos 78:16

Chapter 50:6, 56:10, 

56:11

characteristics 76:9

characterize 37:5, 

50:23

charged 35:5, 38:21

charges 57:16

chase 54:13

chasing 112:21

chat 82:7

check 132:18

check-in 96:5

chiming 38:3

choice 29:1, 55:6

chronic 35:23

Circuit 8:19, 87:3

circulated 35:16

circumstances 7:22, 

9:21, 13:1, 42:19, 

70:22, 99:21

cities 23:18

civic 5:12

civil 59:17

claim 10:25, 11:2, 

11:4, 17:20, 

17:23, 19:14, 

19:15, 21:14, 

21:15, 23:14, 

23:16, 29:1, 80:4

claiming 104:15

clarification 

133:22, 134:24, 

135:5

clarifies 52:5

clarify 50:19

clarifying 22:21, 

123:17

clarity 39:11, 64:9, 

64:22

classification 

19:13, 19:14, 

21:18

classified 22:13

Claudia 2:46

cleanup 37:5

clear 34:8, 41:14, 

47:7, 58:19, 

64:20, 68:18, 

71:18, 82:6, 82:9, 

83:6, 83:11, 

102:10, 102:11, 

121:11, 121:17, 

123:19, 126:10, 

129:15

clearing 111:12

Clearly 67:9, 90:11

CLERK 121:5, 136:20

clerks 10:11

client 48:5

clients 48:4

clock 94:3

close 61:16

closely 94:13

closing 89:12

CMO 60:25

co-opt 56:9

Code 50:12, 52:23, 

77:9, 77:16, 99:19

COFINA 2:38, 9:11, 

10:1, 10:6, 10:8, 

24:1, 24:4, 24:9, 

24:10, 24:14, 

27:18, 50:16, 

87:22

Cofina-commonwealth 

9:4, 27:15

cognizant 57:1

collaborate 43:25

collaboratively 72:6

colleagues 47:5

collected 110:12, 

119:19

collection 10:24

collections 14:21

colloquy 51:17

combined 36:13

combining 20:8

comes 101:18, 109:3

comfort 80:10, 83:7

comfortable 132:16, 

132:17

coming 15:1, 20:11, 

45:8, 45:9, 60:5, 

93:9, 132:22

comma 101:25

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Document Page 145 of 174
comment 27:14, 

36:14, 56:19

commentary 101:1, 

122:1

comments 21:21, 

48:2, 48:3, 57:7

Commonwealth 1:15, 

2:4, 7:4, 7:24, 

9:23, 14:10, 

14:18, 17:20, 

17:21, 17:23, 

25:12, 61:23, 

64:19, 74:18, 

76:10, 77:21, 

100:23

Commonwealth-cofina 

6:10, 24:3

communicate 5:18, 

120:3, 121:25

communicated 46:11, 

101:17, 102:2

communicating 6:3

communication 78:10

communications 44:8, 

85:15, 123:25

comparable 33:11, 

76:10

compel 110:23

compelling 28:10, 

29:4

Compensation 38:24, 

40:4, 40:7, 40:8, 

40:16, 41:2, 

51:23, 131:13, 

134:8

complaint 95:3

complete 19:2, 

107:17

completed 8:6, 101:5

completely 69:22, 

70:23, 115:2, 

117:5

completes 22:23

complex 36:8, 43:5, 

63:5, 84:12

complexity 15:24, 

16:2

compliance 41:12, 

132:10, 132:11, 

134:9

complicate 41:7

complicated 53:15, 

69:7

complicating 41:14

comply 77:12, 102:13

complying 131:24, 

132:20

component 17:3, 

35:24

components 16:22

composition 66:8, 

66:12, 67:4, 67:8, 

85:13

comprehensive 30:25, 

102:4

comprised 106:6

compulsory 36:15

Conaway 116:16

concede 27:1

conceded 62:17

conceivable 66:16

conceivably 69:9

concept 12:10

concepts 36:19, 

37:10, 47:20, 

48:17

conceptual 22:3, 

48:1

conceptually 54:10

concern 30:1, 30:21, 

35:3, 37:22, 

37:24, 38:3, 

38:11, 42:9, 45:5, 

45:6, 65:9, 71:17, 

72:1, 72:9, 99:1, 

103:11, 109:8, 

109:16, 110:6, 

115:3, 129:4, 

133:3

concerned 33:5, 

39:24, 40:2, 

118:21

concerns 25:10, 

35:23, 38:12, 

45:10, 49:12, 

71:5, 82:23, 

107:23, 112:15, 

117:17, 132:3, 

133:2

concerted 41:25

conclude 136:17

concluded 51:18, 

53:4, 56:19

concluded. 137:11

conclusion 8:7, 

32:4, 33:12, 

55:20, 72:18, 

101:19

concrete 30:24, 

45:6, 96:24

concurrent 50:8

conditioned 18:19

conducted 117:4

confer 21:22, 31:8, 

44:4, 60:6, 96:3, 

98:15, 98:16

conferring 92:21

confidential 43:20, 

44:5, 128:17, 

128:20

confidentiality 

35:2, 35:5, 35:10, 

124:22

configuration 66:3

confirm 22:5, 33:3, 

87:23

confirmation 21:9, 

32:12, 32:17, 

59:22

confirmed 26:18, 

87:21, 88:8

confiscation 6:5

confusion 63:13, 

72:10, 72:14, 

72:19, 72:21

congratulate 135:16

Congress 94:20

connection 8:21, 

8:25, 22:11, 

30:19, 39:17, 

44:5, 57:8, 58:25, 

79:24, 84:19, 

84:21, 136:19

conscious 74:6

consent 76:22, 

97:25, 106:16

consented 106:19

conservative 37:20

consider 9:10, 

12:14, 20:8, 21:8, 

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Document Page 146 of 174
45:12, 45:16, 

50:1, 68:20, 70:8, 

82:1

consideration 12:13, 

26:14, 34:25, 

36:14, 60:18

considerations 68:22

considered 12:25, 

36:5, 67:1, 116:8

consistent 5:15, 

64:4

consisting 138:4

consolidate 38:4, 

42:1

constantly 85:12, 

137:4

constituencies 5:11, 

82:22

constituents 10:13, 

25:2

constituted 32:11

Constitution 95:17, 

100:2

constrained 105:23

construe 83:1

consultation 47:14, 

58:5

consultations 31:13, 

53:23

contain 94:7

containment 35:23, 

36:1

contemplate 20:2

contemplates 54:11, 

63:2, 63:4

content 34:4

contention 134:1

contentions 20:23

contested 21:8, 

131:11

context 21:17, 

21:19, 25:21, 

28:7, 33:8, 33:13, 

36:5, 86:23, 

100:17, 121:16

contextual 54:16

continuation 124:13, 

129:23

continue 7:24, 8:13, 

15:1, 27:2, 27:7, 

32:22, 37:12, 

45:11, 46:8, 64:3, 

85:13, 115:18, 

116:25, 123:10

CONTINUED 3:3, 35:2, 

42:17

continues 14:6, 

14:23, 42:13

continuing 35:11, 

134:13

contract 20:20, 

44:18, 53:1, 55:7

contracts 44:13

contrary 40:13, 

77:17, 94:8

contrast 64:14, 

64:20, 87:6

control 36:15, 

76:20, 127:8, 

128:23

controversy 81:2

conversation 58:1, 

110:3, 120:19, 

126:15, 129:19

conversations 74:22, 

118:22, 128:13

conveyed 97:2

convince 126:23

Cooper 134:17

cooperate 123:10

cooperating 116:21, 

117:5, 123:4

cooperation 47:13, 

112:7

cooperative 48:7

coordinating 15:15

copies 100:13

corner 95:2

corollary 22:15

corporation 17:16

corporations 17:4

Corps 15:15

Correct 9:2, 15:23, 

20:17, 21:13, 

22:20, 41:1, 41:3, 

66:13, 67:19, 

87:24, 97:2, 97:3, 

97:23, 98:3, 

113:19, 117:9, 

135:21

cost 35:23, 36:1, 

36:15, 37:19, 

38:9, 44:20, 

56:20, 57:2, 

78:20, 110:14

cost-control 43:4

costs 44:21, 45:8, 

74:6

Counsel 5:5, 27:25, 

33:4, 34:21, 40:1, 

41:24, 48:4, 

51:22, 68:12, 

71:21, 75:3, 76:3, 

76:21, 90:9, 

99:10, 102:2, 

118:1, 119:17, 

121:9, 122:15, 

122:18, 127:9, 

129:10

count 92:4

couple 35:1, 36:25, 

37:1, 37:18, 

47:19, 107:11, 

109:7

Couret 2:48

course 5:13, 6:13, 

10:13, 24:10, 

56:10, 56:12, 

65:7, 78:10, 89:6, 

92:24, 93:20

courtroom 5:17, 6:4, 

6:7, 13:5, 69:13, 

116:10

cover 58:10, 58:22, 

59:2, 61:3, 70:3, 

86:20

covered 23:2, 80:16, 

125:4

covering 34:17

create 37:19, 63:5, 

68:19, 70:17

created 57:9, 107:2

creating 53:15, 

112:15

credibility 109:6

credit 16:18

creditor 21:15

Creditors 2:17, 

7:16, 8:9, 9:1, 

12:8, 18:9, 24:10, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 147 of 174
26:21, 26:22, 

26:25, 27:18, 

28:19, 37:25, 

64:15, 64:17, 

64:18, 67:17, 

84:4, 95:23

criminal 132:17

crisis 89:21, 90:15

criteria 81:3

critical 90:19, 

98:11, 99:1, 

115:22

criticism 126:6

Crowell 3:9, 122:25

crushing 77:25

crystal 102:11

CSR 138:15

cued 60:25

culmination 7:5

current 14:9, 15:4, 

15:5, 17:10, 

36:13, 60:1, 

63:20, 77:22, 

87:1, 97:13, 

104:25, 123:6

currently 8:5, 13:3, 

14:19, 18:14, 

127:10

custodial 89:9, 

89:12

custodians 89:18, 

91:4, 91:5, 97:5, 

97:6, 103:12, 

103:22, 120:20, 

126:12, 128:13

customer 14:1

customers 14:5

cut 54:13, 63:2, 

100:15

cycle 36:25, 38:18, 

42:5, 49:25

< D >

d)(1 80:19

d)(2 79:16

daily 42:2, 60:1

damage 15:25

dangerous 124:3

dangling 66:14

dark 55:5

data 54:22, 119:20, 

120:5

database 118:23, 

119:3, 119:10

date 10:20, 14:17, 

19:20, 19:21, 

20:1, 32:14, 

33:15, 34:25, 

50:7, 50:9, 50:13, 

50:14, 61:2, 

109:8, 109:11, 

110:18, 123:20, 

126:23, 127:15, 

128:16, 128:17, 

129:23, 136:18

dates 9:13, 10:8, 

18:2, 18:25

Day 19:7, 20:6, 

27:21, 72:23, 

73:5, 89:18, 134:4

day-to-day 60:2

days 7:17, 24:8, 

24:21, 24:22, 

27:21, 29:19, 

60:14, 60:17, 

69:18

de 3:6, 45:4, 52:15, 

52:16, 52:19, 

56:7, 57:11, 59:1

deadline 9:15, 9:25, 

14:15, 39:13, 

94:24, 95:10

deadlines 9:25

deal 20:7, 53:16, 

55:14, 89:7, 

89:12, 100:10, 

136:3

dealing 87:16

dealt 16:3, 40:18

debate 26:6

debating 91:2

Debt 17:15, 25:14, 

90:16, 94:19, 

95:16, 95:17, 

100:2

Debtors 1:18, 7:7, 

23:7, 23:10, 

25:15, 100:23, 

109:13

December 116:24

decide 29:14, 30:8, 

32:2, 73:2, 73:13, 

81:9

decided 29:19, 

63:18, 76:24, 

80:18

decides 81:8

deciding 25:13, 

25:15

decision 8:20, 8:21, 

28:16, 30:15, 

68:25, 69:1, 

70:18, 80:25, 

110:13

decisions 8:20, 

31:6, 48:5, 48:6

declined 77:7

declining 65:25

deemed 65:13

deems 37:14

default 124:8, 

124:10

Defendants 1:33

defer 10:17, 13:13, 

65:3, 105:19

deferral 45:20

deferred 39:1, 45:22

deferring 55:6

deficiencies 113:3

defined 120:9

definitive 9:9

degree 102:24, 

129:11

delay 18:3

delayed 132:4

delays 78:19, 132:5

delegate 54:5

deliberative 80:20

deliverables 54:25

demands 57:13

demonstrable 44:21

demonstrated 44:25

demonstrative 46:19

denial 6:6

denied 58:24, 83:3, 

101:3

denying 31:23, 

82:25, 83:21

depending 109:21, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 148 of 174
111:1

deposit 16:24, 

16:25, 17:16, 

18:10

depositor 25:12

depositors 18:4, 

18:11, 100:15

depository 109:20

deposits 17:4, 

17:21, 17:22, 18:8

describe 103:3

described 25:11, 

25:20, 26:4

deserve 6:18

designation 74:10

designed 131:22

desire 67:23

detail 37:24

detailed 57:4, 57:14

details 90:2

determination 22:12, 

22:15, 30:20, 

120:15

determinations 41:2, 

53:25, 58:9, 60:8

determine 19:11, 

38:19, 40:21, 

44:2, 46:20, 

51:19, 63:11, 

65:11, 67:3, 67:10

Detroit 72:12, 72:13

develop 12:9, 57:19, 

83:4

developed 105:10

Development 2:41, 

6:11, 7:6, 7:12, 

54:19, 82:15

developments 34:25

device 5:21, 5:22, 

6:3, 6:6

devices 5:17, 5:20, 

6:6

devote 57:14

dialogue 7:24, 8:10, 

46:7, 116:24

dias 5:5

Diaz 2:24

dictating 37:16

differ 80:6

difference 46:21

differences 78:8

different 15:21, 

47:15, 59:19, 

63:21, 72:15, 

72:16, 72:20, 

72:21, 72:22, 

76:17, 87:12, 

88:25, 107:25, 

130:17, 130:18, 

130:21, 130:23

differently 88:19, 

130:19

difficult 83:24, 

129:11

Digest 94:18, 98:19

digesting 42:3

dilemma 53:18

diligently 111:19

direct 41:9, 65:25, 

66:7, 66:11, 69:2, 

69:4, 84:24, 

84:25, 111:4, 

129:13

directed 48:3, 

66:17, 89:22, 

106:5, 135:19

directing 31:22, 

65:24

direction 83:2

directly 26:8, 

38:16, 102:2, 

121:25

director 115:10

directors 25:17

disagree 29:3, 56:4, 

74:21

disagreement 71:8, 

103:23, 109:16, 

109:17, 109:19

disbursements 32:23

disclosing 129:4

disclosure 6:15, 

44:17

disconnected 64:2

discounting 62:23

discovery 12:11, 

20:19, 21:8, 21:9, 

21:11, 21:24, 

22:7, 22:10, 

28:20, 29:15, 

29:17, 30:18, 

95:4, 99:11, 

100:9, 118:11, 

121:21

discrete 21:24, 

56:18

discretionary 77:8

discuss 33:25, 

37:12, 37:23, 

46:8, 103:21

discussed 23:13, 

35:11, 56:21, 

58:15, 108:22

discussing 34:1

discussion 7:10, 

10:18, 25:7, 

33:19, 36:17, 

41:9, 49:14, 

49:16, 51:25, 

53:11, 53:18, 

94:12, 95:22, 

98:23, 102:5, 

108:20, 121:14

discussions 8:8, 

9:1, 12:22, 22:7, 

26:9, 26:21, 27:7, 

27:17, 30:24, 

41:23, 45:3, 

45:12, 45:13, 

52:21, 53:3, 

55:12, 55:15, 

64:24, 117:23, 

119:16

Dismiss 28:13, 32:3

dispute 6:10, 6:15, 

9:4, 22:9, 24:4, 

27:4, 27:15, 71:7

disputes 78:9

disruption 18:2

disruptive 78:7

disseminating 42:3

dissolution 76:23

distinction 118:18

District 1:3, 1:38, 

1:40, 131:8, 

138:1, 138:2, 

138:7, 138:8

divert 33:6

divided 86:6

Docket 1:6, 1:22, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 149 of 174
42:2, 42:8, 77:21

document 19:6, 90:1, 

92:2, 97:1, 

101:12, 107:2, 

107:4, 107:18, 

108:24, 113:4, 

113:9, 119:20

documentation 6:14, 

9:9, 106:15

documented 13:3

dodging 98:12

doing 71:12, 88:4, 

91:20, 96:10, 

108:23, 112:6, 

112:24, 121:15, 

126:12, 133:10, 

135:6

dollar 57:15

dollars 11:5, 11:8, 

11:9, 11:10, 

11:12, 11:13, 

14:9, 16:20, 

17:24, 33:6, 

62:14, 95:15, 

95:23

done 13:22, 23:10, 

25:1, 29:11, 47:3, 

49:3, 50:21, 

54:17, 56:5, 58:4, 

67:10, 79:13, 

100:17, 111:16, 

113:8, 115:18, 

128:14, 132:14

doors 128:7

DORSEY 3:7, 116:15, 

117:9

doubt 104:10

down 7:1, 14:14, 

14:17, 18:21, 

23:22, 28:22, 

31:22, 39:1, 69:9, 

71:7, 96:6, 99:10, 

107:25, 108:5

down. 83:17, 126:18, 

131:1, 131:2, 

136:8

dozen 48:19

Dozens 23:19, 92:3

drafts 19:2

dramatic 25:18

draw 14:14

drawdown 14:11

drive 48:2

driven 62:9

dropped 47:3

dry 25:25, 100:15

Duplicate 48:14, 

94:15

duplicating 94:11

duplication 36:10, 

38:17, 38:19, 

43:22, 46:11, 

74:7, 86:20

duplicative 78:7, 

121:20, 127:24

during 6:4, 7:8, 

11:1, 46:22, 

54:25, 56:14, 

87:22, 114:21

duty 68:19, 73:15, 

79:17

dwell 47:23

dynamics 65:17

< E >

e-mail 123:24, 

125:25

e-mailing 6:3

e-mails 100:16, 

124:5

earlier 33:15, 34:5, 

90:8

early 93:14

earnest 42:8

earth 118:6

easily 11:4, 11:15

easy 57:23

effect 61:7, 135:10

effected 17:5

effective 107:22, 

110:15

effectively 106:6

effectiveness 18:19

efficiency 20:11, 

37:1, 121:19

efficient 22:2, 

30:2, 48:17, 

57:17, 107:22, 

110:14

effort 10:12, 32:6, 

38:4, 41:25, 42:7, 

51:8, 51:12, 74:7, 

100:17, 106:8

efforts 9:5, 13:24, 

41:7, 68:13

Ehud 2:8

eight 47:10, 66:24, 

123:24

Either 21:7, 22:8, 

40:7, 41:16, 58:2, 

77:10, 78:23, 

92:12, 93:1, 93:8, 

93:25, 98:18

Electric 2:22, 62:2

electronic 5:17, 

5:20, 44:12, 

44:15, 44:19, 

46:5, 47:2

eleven 49:16

eliminate 133:13

embodied 37:3, 47:19

emergency 15:8

Emmanuelli 76:4, 

76:7, 76:8, 81:19

empanelled 87:4

emphasize 81:20

Employees 61:22, 

116:22, 117:4, 

123:6, 132:16

employer 97:13, 

115:11

employers 91:13, 

114:24

enabler 90:18

enacted 17:6

encourage 38:22, 

41:18, 45:11

encouraged 47:12

end 14:13, 29:20, 

38:25, 39:7, 

40:14, 47:25, 

48:18, 60:4, 

60:12, 60:16, 

60:19, 61:3, 

72:23, 73:4, 

83:13, 98:23, 

109:1, 110:1, 

122:5, 127:23, 

134:4

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 150 of 174
endeavor 43:3

ended 42:5

ending 15:4

endorsed 68:8

endorsement 68:11, 

68:15, 69:17, 

69:21, 70:2

endorsements 70:8

ends 51:11

enforce 43:3

enforced 42:25

engage 7:24, 30:23

engaged 11:22, 

27:17, 51:8, 82:14

engagement 135:24, 

135:25

engagements 58:4

Engineers 15:15

enhance 53:25

enjoys 77:1

enlarge 59:16

enormously 6:10

enough 24:23, 30:9, 

38:4, 48:21, 121:4

ensure 62:7, 77:13, 

131:22, 132:10

enter 9:14, 31:23, 

45:22, 61:3, 

136:3, 136:5

entered 12:24, 

64:11, 94:3, 

118:14, 124:10

enters 73:25

entertain 31:5

entirely 130:21

entities 7:3, 8:12, 

18:4, 25:10, 

41:10, 41:15, 

72:16, 91:8, 

102:22, 103:7, 

103:11, 125:1

entitled 29:2, 29:3, 

134:2

Entity 17:13, 17:18, 

17:19, 18:19, 

21:13, 43:20, 

65:20, 73:2, 

76:13, 80:9

entrusted 78:12

Entry 35:18, 40:15, 

59:9, 131:12

envision 21:6

equal 72:21

escrow 22:18

especially 37:25, 

77:2

Esq 2:24, 2:30, 

2:36, 2:41, 2:42

essential 47:18, 

54:4, 69:11

essentially 11:13, 

29:11, 32:10, 

62:22

establish 77:13, 

120:16

establishing 77:16

estate 74:9

et 1:16, 1:31, 2:5, 

78:18, 89:7, 94:8

evaluate 110:11

evaluating 54:14

evaluation 51:21, 

52:24, 55:2

event 42:21, 91:14, 

115:17

events 41:22

everybody 98:25, 

115:21, 116:2

Everyone 38:12, 

38:21, 88:19, 

93:16, 111:21, 

132:5

everything 30:8, 

55:9, 81:1, 88:7, 

98:16

evidence 78:2, 115:3

evidentiary 20:23, 

30:18, 81:21

exactly 29:16, 65:4, 

108:1

exaggerating 89:20

examination 86:9

example 25:11, 51:4, 

51:15, 51:24, 

66:21, 99:25, 

100:12

examples 100:12

exceeded 17:22, 

95:17

except 92:6

exceptions 37:17

exchange 17:11

Exciting 61:19

exclusive 54:10

excuse 7:9

executed 69:18

executes 48:5

execution 24:12, 

111:24, 112:4

executive 79:8, 

115:10

exercise 87:20, 96:4

Exhibit 48:8

EXHIBITS 4:9

exist 56:10, 128:11

existence 26:13, 

40:3, 40:4

existing 11:20, 

35:9, 63:14, 

67:23, 74:10, 

74:24, 75:12, 

83:7, 83:14

exists 63:14

exit 106:25, 107:1, 

110:19, 119:21, 

127:2, 127:5, 

127:6, 127:12, 

127:14, 127:17, 

128:16, 128:22

expand 74:1, 74:15

expanded 75:13

expanding 73:25

expansion 74:10

expect 14:14, 14:25, 

31:17, 34:3, 

99:14, 100:7, 

102:13, 105:9

expectation 59:1, 

119:18, 135:10

expected 43:17, 

50:22, 128:15, 

128:17

expecting 43:24, 

84:16, 85:5

expects 106:25

expedient 107:22, 

110:14

expedite 12:2, 106:9

Expedited 12:13, 

31:24

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 151 of 174
expeditious 29:9

expense 48:9

expenses 14:20, 

48:13, 51:9, 77:3

experience 15:21, 

54:15, 72:12

experienced 132:5

expiration 27:21

expire 94:25

expiry 61:2

explain 65:4, 103:2, 

118:2, 125:7, 

131:18, 134:12

explains 96:7

explanation 93:17, 

105:20

explication 20:16

explicitly 63:3

exploring 14:24

exponentially 74:8

express 10:10, 35:3, 

77:23, 83:22, 

112:23

expressed 77:19, 

83:10, 111:10, 

115:3, 126:4, 

132:3

extend 12:24, 59:22, 

78:23

extended 10:21, 

14:16, 32:16

Extension 59:10, 

60:19, 60:22, 

60:24

extent 20:21, 22:9, 

28:25, 30:3, 

36:12, 37:6, 41:6, 

43:18, 44:2, 

46:16, 58:22, 

69:10, 73:24, 

74:3, 79:21, 

84:22, 94:16, 

107:6, 109:19, 

117:17, 128:11, 

128:19

eyes 105:3, 105:4, 

105:15, 111:23, 

112:3, 113:16, 

113:18, 117:18, 

122:20

< F >

face 17:12

facile 48:11

facilitate 12:2, 

121:14

facilitating 40:1

fact 12:12, 12:21, 

12:22, 15:18, 

51:19, 57:1, 62:9, 

88:9, 91:4, 

106:17, 125:9, 

126:8, 130:20

factors 54:11

facts 7:22, 12:25, 

65:17, 78:5, 

96:24, 99:20, 

115:2

fair 102:1, 126:8

fairly 82:17, 

107:13, 130:8

fall 50:4

falls 20:14

familiar 24:12, 

24:13, 53:7, 65:16

far 27:4, 36:13, 

61:19, 73:11, 

87:7, 90:25, 

95:21, 97:7, 

107:22

Farr 10:8

fashion 71:4

fast 122:13, 122:16

favor 125:14

feasibility 63:6

feature 14:13

features 5:23

feel 16:2, 69:10, 

115:1, 132:16

feeling 86:5, 112:20

fees 36:13, 40:6, 

42:5, 50:20, 52:3, 

56:17, 58:13, 

58:14, 134:25, 

135:1

felt 63:7, 64:9

FEMA 14:7, 15:15, 

51:9, 51:10

few 10:12, 18:9, 

18:11, 23:12, 

35:19, 36:19, 

69:18, 96:24, 

123:17

fight 109:2, 127:23, 

128:6

figure 57:25, 90:8, 

115:20, 115:22, 

116:3, 120:13, 

122:12, 122:16, 

133:15

figures 47:3

file 19:21, 38:23, 

44:1, 44:3, 49:3, 

64:22, 93:25, 

94:1, 94:4, 95:2, 

95:3, 106:25, 

110:23, 114:9, 

126:16, 127:11, 

129:20

files 97:14

filing 6:9, 29:23, 

30:22, 34:19, 

38:14, 45:14, 

80:17, 127:2, 

135:23

filings 44:2, 127:10

fill 136:22

final 32:7, 32:18, 

32:24, 52:14, 

102:6, 106:25, 

127:6, 127:11, 

131:11

finalize 107:18, 

130:10

finalized 101:5

finally 71:25

Financial 1:9, 2:20, 

2:28, 56:8, 78:17, 

89:21, 90:15, 

102:25, 106:5, 

114:2, 120:8, 

120:12, 128:1

financing 14:7, 

14:25, 15:4

find 57:15, 75:22, 

119:8

finding 58:8

Fine 10:9, 55:9, 

69:13, 87:8, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 152 of 174
93:17, 96:15, 

96:19

finer 56:24

finger 87:20, 92:20

finish 25:3

finished 35:20

finishes 107:16

finite 130:18

firm 24:21, 44:22, 

71:23, 132:6, 

134:18

firms 35:3, 44:13

Fiscal 2:19, 2:27, 

7:3, 7:11, 7:15, 

7:21, 7:25, 8:2, 

8:7, 13:21, 59:13, 

62:12, 80:1, 82:15

fit 12:9, 49:25, 

53:14, 57:22, 99:5

five 85:17

five-minute 49:17

fixing 15:25, 16:1

flagged 35:23, 50:18

flat 44:13, 44:18, 

44:20, 44:23, 

49:9, 54:7, 55:4, 

56:16, 57:3, 57:8, 

57:10, 58:24, 59:1

fledge 118:10

flexibility 42:18, 

43:11

floated 56:21

flow 41:5, 41:6

fluid 82:17

focus 19:13, 19:17, 

47:11, 48:15, 

59:21, 88:12, 

101:11, 130:23

foisted 74:8

folder 126:1

folks 99:18

follow 33:18, 98:11

follow-up 113:5

followed 40:9

following 6:15, 

18:25, 39:14, 

39:17, 86:18, 

94:13, 110:20

follows 93:7

foremost 47:13

forest 48:14, 48:15, 

48:16

forget 91:7, 93:12

forgot 46:14

Form 35:6, 127:1, 

136:2, 136:4, 

136:5

formal 8:14, 36:5, 

50:5, 56:13, 

58:20, 75:1, 82:11

formalized 46:9

formally 50:17

formation 50:14, 

61:11, 74:4, 80:14

formed 17:13, 17:18

former 87:22, 91:13, 

115:11, 123:6

forming 84:6

formulate 57:16, 

130:1

formulating 45:13

formulation 8:4

forth 12:12, 18:6, 

18:25, 19:20, 

29:16, 38:24, 

58:1, 72:6, 95:8, 

124:5

forum 15:10

forward 5:9, 6:11, 

7:2, 8:11, 8:25, 

9:10, 19:1, 20:4, 

27:18, 39:7, 

46:24, 48:23, 

84:12, 106:22, 

118:3, 121:24, 

125:15

found 6:2, 30:9

foundation 7:11

four 14:21, 16:16, 

23:18, 46:3, 

95:15, 124:4

fourth 17:2, 18:6

frame 8:13, 8:24, 

30:14, 59:16, 

62:24

framework 7:11, 22:4

frank 41:9

Frankly 26:25, 75:9, 

82:18, 129:12, 

134:7

free 110:10, 113:18

Friedman 124:6

front 27:10, 30:3, 

30:5, 49:12, 

84:19, 100:24, 

104:11, 116:2, 

116:4, 124:1

fruit 111:20, 111:21

frustrating 117:22

full 6:16, 7:9, 

7:17, 18:7, 44:3, 

45:15, 95:12, 

95:13, 118:10

fully 31:16, 123:4

function 70:22, 

71:14

functioning 129:12

funding 76:15, 78:21

funds 22:13, 32:8, 

32:12, 32:17, 

32:23, 33:25

future 6:6, 8:6, 

42:12, 135:15

fuzzy 51:10

< G >

Gallagher 10:8

game 56:2, 56:3, 

124:3, 124:24

GAO 90:13, 90:18

gap 104:13

Garcia 97:6

gather 114:13

gathered 119:20

gathering 107:16

gave 51:15, 90:25, 

93:15

general 36:19, 73:14

generally 44:11, 

48:13, 73:15, 95:6

Generation 14:1

gentlemen 97:12

gets 101:11, 133:17

getting 31:10, 

88:13, 89:14, 

90:23

Giselle 2:42, 33:23

gist 67:20

Give 22:25, 23:13, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 153 of 174
23:16, 74:25, 

100:11, 100:13, 

101:21, 111:2, 

118:9, 125:3

Given 19:17, 38:20, 

55:20, 57:12, 

59:23, 59:24, 

77:9, 80:23, 

85:25, 90:24, 

96:4, 96:14, 

118:13, 121:2, 

132:21, 135:10, 

135:14

giving 96:2, 96:17, 

107:10

glad 27:23, 86:2, 

94:2, 94:22

goal 39:10, 56:25, 

130:3

goals 8:2, 130:17, 

130:18, 130:20

Godfrey 34:13

Gonzalez 97:6

GORDON 2:34, 61:14, 

61:16, 61:19, 

61:21, 62:20, 

63:23, 64:4, 65:2, 

65:6, 66:5, 66:13, 

66:15, 67:14, 

69:16, 73:17, 

74:21, 74:22, 

76:22, 80:2, 

81:15, 81:17, 

82:5, 83:5, 83:20, 

85:9

gotten 49:1, 87:7, 

92:1

govern 30:20

governed 118:14

Government 2:40, 

5:10, 7:7, 7:16, 

8:1, 11:19, 14:16, 

76:12, 131:23, 

133:8, 133:9, 

133:17, 135:2

governmental 25:10, 

30:12, 90:14

Governor 25:19, 

87:1, 87:22, 90:17

governs 117:20

grand 87:3, 87:4

grant 45:19, 92:19

granted 58:19

granting 93:4

grateful 20:16, 

79:22

gratitude 10:10

great 6:11

greater 31:9, 132:21

greatly 12:2, 17:1

Greenberg 13:14, 

13:20, 59:13

gross 134:4

grossed 134:2

ground 54:5, 117:14

group 16:17, 16:19, 

25:15, 75:10, 

75:15, 84:4, 

95:23, 102:24

grouped 102:19

grumbling 39:19

guarantee 76:16

guess 32:16, 84:10, 

126:17, 126:22, 

127:1

guidance 93:15, 

111:2, 123:14

guideline 42:23, 

93:16

guidelines 42:16, 

43:14

guilty 88:3

guys 95:5

< H >

hac 121:3

half 16:16

hand 16:2

handled 39:7

hands 55:13, 117:25, 

136:16

happen 30:14, 38:25, 

69:9, 92:19, 

93:19, 95:21, 

110:3, 119:10, 

128:7

happened 87:5

happening 123:21

happens 116:1, 

124:16

happy 37:12, 37:23, 

89:15, 101:7, 

103:20, 104:13, 

104:18, 104:19, 

108:5, 120:3, 

121:14, 131:17

harbor 57:21

hard 10:14, 38:20, 

47:16, 84:13, 

105:17, 115:17

Hastings 12:8, 75:7, 

86:8, 134:17

HAYES 61:5

HAYNES 2:23, 13:13, 

13:17, 13:18, 

13:20, 15:12, 

15:23, 16:5, 

59:11, 59:12, 61:8

head 83:17, 105:18, 

126:18, 131:1, 

131:2, 131:6, 

136:8

hear 22:3, 22:6, 

27:23, 29:13, 

29:22, 34:3, 36:2, 

41:17, 41:18, 

43:9, 47:15, 57:6, 

69:12, 86:3, 88:6, 

90:9, 98:25, 

115:20, 117:22, 

121:7, 126:10

heard 6:17, 7:10, 

8:19, 10:6, 28:11, 

28:18, 28:19, 

28:23, 29:3, 29:5, 

29:9, 32:19, 33:4, 

52:10, 73:19, 

90:20, 94:12, 

97:9, 103:24, 

123:18, 123:21

HEARING 1:37, 5:9, 

5:13, 5:24, 20:8, 

21:9, 22:11, 

22:12, 28:21, 

36:24, 39:19, 

42:10, 42:22, 

51:25, 81:22, 

116:7, 122:16, 

124:13, 129:23, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 154 of 174
136:18, 137:6

hearings 7:9, 20:2, 

20:5, 36:11, 42:13

heart 36:12, 132:2

heaven 118:6

Hector 2:36

heightened 45:5, 

45:7

held 34:24, 128:20

Hello 49:22, 49:23, 

59:12

help 71:20, 80:11, 

104:13, 113:3, 

113:4, 115:20

helpful 46:17, 

58:18, 72:8, 

72:22, 131:19

hide 123:4

higher 62:21, 62:25

highly 36:8

Highways 1:29

hinge 52:24

hired 55:6, 65:15, 

71:19

Hoc 2:33, 16:19

hold 16:19, 32:4, 

64:1, 78:1, 96:20

holdback 38:10, 

39:15, 40:24

holding 18:10, 20:2

home 48:2

honest 129:11, 

129:13

honestly 57:12

hope 24:23, 41:11, 

47:19, 47:24, 

74:9, 83:24, 

84:11, 123:21

hopeful 8:5

hopefully 31:8, 

119:3, 120:10

hoping 37:21

hosted 7:14

hour 54:20, 85:21, 

86:5

hours 45:1

house 24:4

housekeeping 31:21, 

50:24, 86:13, 

131:21

HTA 7:4

humor 86:3

hundred 70:6

hurricane 15:9, 

15:13, 15:18, 18:6

hurricanes 17:25

< I >

idea 56:21, 101:18

ideal 91:15

ideas 37:10, 43:8

identical 43:24

identified 34:22, 

45:21, 60:10, 

97:5, 98:20, 

101:19, 130:8

identifies 109:4

identify 39:5, 70:9, 

88:7, 94:7, 101:8, 

101:15, 101:21, 

119:23, 120:1, 

120:13

identifying 54:25

identity 129:4

III(3 59:9

ilk 87:18

illusory 124:4

imagine 24:12

impact 56:8

impasse 52:21, 53:23

imperfect 47:22

implement 18:12

implementation 8:1

implemented 8:2, 

24:5

implicated 134:7

important 10:14, 

22:3, 46:4, 46:11, 

64:9, 70:17, 

86:22, 92:17, 

96:21, 98:13

importantly 95:11

impose 43:23, 46:17

imposition 110:11

impression 33:24

inadequate 82:10, 

85:6

incentive 45:8, 

46:23, 84:2, 

94:15, 114:23

incentives 37:20

inclined 60:13, 

60:15

include 9:12, 12:15, 

16:23, 19:5, 

19:22, 22:12, 

33:19, 74:2, 100:9

included 10:22, 

29:1, 73:23

includes 16:17, 

35:24

including 5:23, 

5:25, 6:5, 19:14, 

46:5, 60:1, 77:4, 

132:6

incorporate 50:10

incorporated 54:8

incorporates 21:23, 

35:15

incorporating 86:13

increase 78:20

increasing 45:7

incurred 44:21, 

94:19

independence 70:14, 

70:24

indicate 65:7, 

68:10, 69:18, 

70:14, 107:2

indicates 62:13, 

62:14, 63:1, 68:4, 

70:2, 70:20

indications 63:24, 

64:6

individual 8:9, 9:1, 

41:22, 69:19, 

80:4, 82:23

individually 38:7

individuals 43:17, 

69:19

inefficiencies 50:2, 

78:19

inflection 82:13

inform 28:23, 44:7, 

119:21

informal 8:15

informally 45:12

information 5:19, 

7:6, 7:14, 40:21, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 155 of 174
42:3, 45:1, 46:19, 

46:23, 55:21, 

106:12, 112:7, 

119:8, 120:15, 

123:7, 129:14, 

130:19

informational 19:6

informative 18:23, 

19:19

informed 106:9

initial 14:11, 

28:17, 96:4

initiate 19:7, 19:9, 

19:21, 85:8

initiation 19:19

input 41:8, 54:3, 

54:18, 81:14

inquiries 63:25, 

64:7, 84:24

insight 37:13, 

56:24, 64:25

insinuations 114:22

instance 43:13, 

54:19, 66:7, 67:2, 

67:6, 84:17, 84:24

instance. 66:6, 69:8

instances 128:25

instantly 30:8

instead 21:14, 21:15

institution 118:19

institutions 102:25, 

106:6, 114:2, 

120:8, 120:12, 

128:2

instruct 51:22

instruction 40:13

instructions 36:9

insufficient 132:1

insurance 14:7

intact 32:18

intend 19:7, 69:4

intended 43:10

intensity 15:22

interacting 106:12

interdependent 65:17

interest 5:6, 17:18, 

23:22, 29:7, 55:8, 

69:23, 72:3, 

76:16, 77:5, 94:10

interested 41:24, 

56:22, 87:15, 

87:16, 87:20, 88:2

interests 11:24, 

69:24, 72:11

interfere 110:8, 

111:17, 115:14, 

125:9, 125:12

Interim 34:17, 

34:22, 34:24, 

38:14, 38:24, 

39:3, 39:14, 40:3, 

40:6, 40:8, 40:25, 

42:1, 49:25, 

50:22, 51:7, 

52:22, 131:12, 

134:8

intermediary 121:13, 

129:12

interrupt 19:24

intervening 11:1, 

118:8

intervention 37:22, 

48:6, 78:6

interventions 38:2

interviewed 11:25, 

88:9, 108:21, 

116:23

interviews 94:9, 

108:24, 117:3, 

123:7

intimately 65:16

intro 88:12

intuitively 104:13

invade 33:6

investigating 95:21

investigation 87:4, 

88:4, 96:8, 96:18, 

103:5, 105:25, 

110:8, 112:10, 

113:7, 113:8, 

114:24, 114:25, 

125:5, 125:10, 

125:13, 130:15, 

130:17

investigations 

127:24

investigatory 106:9

investment 62:16, 

92:9, 92:10

invite 26:15, 32:20, 

85:3

invited 126:2

invoices 43:18

involve 130:10

involved 24:11, 

25:11, 41:5, 

41:15, 49:15, 

54:14, 54:23, 

84:14, 125:2

involvement 40:14

ironically 70:14

IRS 133:6

island 23:18

issuance 42:1

issued 5:16, 11:17, 

17:13, 17:18, 

42:16, 118:12, 

118:24

item 12:18, 22:2, 

34:10, 41:21, 

49:8, 49:18, 

49:20, 50:24, 

59:8, 61:10, 

61:12, 131:11

items 36:21, 101:10, 

136:13

itself 18:21, 53:2, 

55:16, 70:21, 

105:3, 109:3

IV 61:12

< J >

jam 113:12

January 42:6

Jenner 61:21, 117:13

Jimenez 76:4, 76:7, 

76:8

job 56:5, 121:16

Joe 10:7

John 3:7, 116:15

join 111:9

joinder 67:15

joined 67:16, 107:8

joining 38:3

joint 9:24, 44:1, 

131:11

Jointly 1:11

Joseph 2:38

Juan 5:1, 5:8, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 156 of 174
136:25

judges 76:12

judgment 124:8, 

124:10

judicial 5:16

Judith 1:39, 138:8

July 136:15

jump 30:3, 39:15, 

86:11

juncture 63:20

June 14:13, 14:14

junior 24:16

jurisdiction 78:23

jury 87:3, 87:4

justification 43:21, 

44:6, 78:23

justified 42:22

< K >

Kahn 34:13

Katherine 2:14, 

34:13

Katiuska 2:25

Kauffman 2:36

Keech 55:17

Keep 32:2, 38:23, 

60:5, 96:9, 96:18

keeping 125:14

kept 10:24

kick 56:25

kicked 39:1

kicking 53:22

Kim 119:18

kind 35:9, 37:20, 

43:4, 55:21, 88:4

kinds 101:24

knowing 38:20, 128:4

knowledge 54:16, 

100:1

known 68:1

knows 112:16, 112:17

Kobre 119:18

< L >

labels 117:21

Labor 20:6

laboring 111:14

lack 23:22, 28:19, 

77:16, 94:20

laid 125:21

Landon 2:35, 117:12

large 57:8

larger 14:2, 60:9

last 6:8, 13:22, 

15:21, 16:12, 

25:4, 28:4, 29:8, 

29:16, 32:10, 

32:13, 41:21, 

102:12, 116:24, 

124:4, 135:19

lasted 7:17

late 31:4, 93:14

later 10:18, 34:25, 

80:17, 86:4, 

112:12

latter 20:3

launch 19:3, 19:8

Laura 1:38, 138:7

LAW 16:24, 20:21, 

30:19, 121:5, 

131:24, 132:10, 

132:12, 132:19, 

132:21, 134:10, 

136:20

lawsuits 60:6

lawyer 121:1

lawyers 67:19

layer 15:24

lead 75:17, 78:15

leading 22:7

leads 20:7, 63:12, 

72:18

learned 24:23, 51:5, 

52:15

learning 15:21, 47:6

leash 125:14

least 20:10, 32:12, 

32:13, 48:20, 

50:11, 61:25, 

70:18, 71:17, 

72:12, 109:5, 

109:12, 112:25, 

113:11, 120:5, 

120:8, 122:12, 

122:18, 128:25

leave 32:1, 58:14, 

131:4, 134:11

leaving 78:20, 

129:18

Lecaroz 2:11, 79:3, 

79:6, 79:7, 79:10, 

80:13, 80:22, 

81:12, 82:7, 

83:16, 85:3, 

85:10, 85:11

led 36:25

left 18:9, 91:6

legal 89:20, 100:15

legislation 17:6, 

18:21

legislature 18:14

lend 53:2

lengthy 132:6

less 38:15, 42:12, 

56:7, 78:21

lessons 47:23

letter 135:24, 

135:25

level 16:1

levels 14:1, 80:4

levied 126:7

Lexis 47:6

liabilities 62:23, 

62:24

liability 62:14, 

62:21, 134:3

liable 133:15

lift 92:20, 129:1

light 25:5, 75:23

likely 111:2

Likewise 8:23, 11:19

limit 41:22, 43:19, 

44:18, 44:22, 

74:9, 100:2

limitation 108:12

limited 5:25, 6:5, 

21:24, 29:17, 

57:13, 59:24, 

65:24, 73:24, 

93:1, 96:1, 98:14

limits 95:17

line 25:3, 48:9, 

51:10, 84:19

lines 14:3, 16:1, 

43:9, 43:22

lion 11:12

liquidity 14:8, 

14:15, 14:24, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 157 of 174
15:2, 60:2

list 54:10, 108:14

listening 5:15, 

102:18

literal 135:23

Literally 90:5, 

119:6

litigation 8:18, 

11:11, 12:11, 

24:13, 70:25, 80:2

little 10:18, 28:5, 

37:24, 51:3, 

59:19, 68:17, 

82:20, 86:21, 

112:21, 117:22, 

118:20

live 93:8, 105:25

living 7:21

loaded 5:22

loan 14:10, 14:12, 

14:13, 14:18, 

20:15, 20:19, 

22:13, 22:17, 

30:20, 33:7

loans 16:24, 17:21, 

18:8

local 10:23, 20:21, 

30:19

log 113:12, 113:22, 

113:23, 113:25, 

114:3, 114:14, 

114:17, 114:18, 

128:12

logs 114:6, 128:10

long 24:23, 46:7, 

55:14, 61:18, 

61:20, 124:1, 

135:13

longer 82:20, 93:22, 

97:5, 133:11

look 5:9, 20:12, 

23:1, 43:16, 

46:19, 57:15, 

87:4, 87:7, 127:3

looking 21:13, 

27:18, 33:8, 

38:18, 48:16, 

72:22, 83:13

looks 48:8

LOPEZ 2:42, 33:23, 

34:7

lose 64:2

lost 15:18, 86:2

lot 15:20, 24:22, 

25:1, 38:11, 

39:19, 51:13, 

55:12, 57:4, 

80:23, 86:22, 

89:11, 95:7, 98:9, 

104:2, 105:14, 

108:20

loud 126:10

love 26:22

low 12:11

Luc 2:17, 75:7, 

86:7, 134:16

Luis 2:30

lunch 85:18, 85:19, 

85:25

< M >

magnitude 15:22, 

46:21, 82:24

mail 19:8

mailed 19:6

main 11:6

mainland 23:21

maintains 76:19

majority 14:20, 

77:18

manage 22:10

managed 22:10

Management 1:10, 

15:19, 26:13, 71:9

mandate 110:6

mandatory 14:12, 

14:16

March 93:14

Mariani 2:30

market 44:11

marks 6:11

materials 35:3, 

35:6, 35:10, 38:6, 

88:16, 110:20, 

110:21, 130:13, 

130:14

matter 21:8, 25:25, 

29:9, 40:19, 

44:25, 57:12, 

59:24, 73:11, 

81:23, 82:12, 

86:13, 87:5, 

121:19

matters 8:17, 8:23, 

51:14, 56:18, 

58:23, 60:25, 

73:5, 136:14

mature 71:15, 84:13

maximum 94:16

Mayol 2:36

Mckinsey 52:16, 

52:17, 52:19, 

52:21, 53:1, 53:4, 

54:7, 54:21, 

54:22, 55:3

mean 28:9, 28:24, 

31:7, 32:15, 95:5, 

98:12, 108:21, 

110:2, 122:14, 

124:10, 130:21

Meaning 23:21, 

89:19, 92:19, 

93:4, 96:2, 96:17, 

98:11, 119:25, 

134:19

Meaningful 54:18, 

54:24

meaningless 89:19

means 8:1, 19:5, 

37:15, 42:11, 

52:20, 87:25

measure 36:1, 44:16

measures 36:3, 36:4, 

36:15, 37:9, 

37:13, 37:20, 

43:5, 46:15, 

46:17, 46:21, 

87:14

mechanics 39:11, 

53:9

mechanism 17:2, 

27:4, 33:20

mechanisms 33:19

mediation 6:17, 

8:14, 10:11, 35:5, 

35:9, 42:10, 42:12

mediators 7:13, 8:9, 

8:13, 9:5

medium 14:24

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 158 of 174
meet 31:8, 77:15, 

96:3, 98:15, 98:16

meeting 34:23

meetings 48:19

meld 66:16

member 66:24, 66:25

members 5:6, 27:17, 

69:19, 69:20, 

71:1, 83:7, 91:6, 

91:12

membership 66:1, 

68:16, 69:15, 74:1

memoranda 42:16, 

43:15

mention 39:23, 68:7

mentioned 12:6, 

27:16, 34:12, 

46:4, 46:6, 72:7, 

76:21, 81:1, 

81:19, 82:7

merely 57:1, 134:8

merits 13:2, 33:25, 

34:3, 79:14

met 55:23, 87:25

metrics 54:11, 

54:20, 54:21

Michael 79:7

microphone 23:8

middle 117:14

milestone 18:2

million 11:9, 14:8, 

14:9, 14:12, 

14:22, 17:24, 33:6

mind 9:14, 21:20, 

61:6

Minias 2:38, 10:4, 

10:5, 10:7

minimis 45:4, 52:15, 

52:16, 52:20, 

56:7, 57:11, 59:1

minimum 22:12, 26:12

minute 7:1, 16:25, 

103:2, 121:7

minutes 49:10, 

86:10, 86:18, 

103:25

miraculously 30:9

mirrors 118:4

misapprehension 

111:13

misrepresentation 

78:2

missing 101:25

mistrust 78:14

modest 56:16, 96:3

modification 16:13, 

17:8, 18:10, 

18:17, 19:23, 

32:25, 77:11, 81:6

modifications 7:25, 

8:12

modified 18:14, 

62:20

modify 66:19, 81:10

moment 22:25, 59:18, 

64:1, 99:1, 105:5, 

131:18

momentum 30:11

Monday 9:14

money 31:25, 32:5, 

123:20

monies 135:11

monitored 42:25

monitoring 41:23, 

42:8, 84:19, 

85:12, 85:13

Monsita 2:11, 79:6, 

85:10

monthly 40:7, 40:23, 

44:20, 44:23, 

56:17

months 7:6, 10:13, 

47:10, 90:5, 95:9, 

99:7, 107:11, 

109:7, 117:22, 

118:5, 124:4

morning 9:18, 9:19, 

13:18, 13:19, 

16:10, 34:15, 

34:16, 46:1, 46:2, 

48:2, 61:14, 

61:15, 61:18, 

76:4, 76:6, 79:4, 

79:5, 79:9, 90:20, 

94:13, 117:12, 

131:15

morph 136:24

motivated 132:25

mouths 67:18

movant 9:24

move 7:1, 9:10, 

18:1, 60:4, 60:12, 

60:15, 125:15, 

131:17

movie 75:9

moving 8:10, 18:21, 

27:19, 130:4

multiple 25:10, 

59:24, 128:2

municipal 18:4

municipalities 18:8

municipality 18:9

Myers 16:9, 111:8, 

131:16

myself 30:4

mystery 115:15

< N >

name 76:7

named 115:10

narrow 19:17, 99:22

Nathan 2:23, 13:20, 

59:12

nature 22:16, 47:11

NDA 90:4, 111:24, 

112:4, 112:12, 

118:6, 118:14, 

121:13, 122:3, 

124:4

Ndas 123:9

near 8:6, 15:2, 

27:8, 30:14

necessarily 54:20, 

72:18, 72:20, 

81:21, 84:7, 126:6

necessary 5:11, 

20:8, 20:18, 

20:24, 21:11, 

22:8, 24:22, 

31:12, 34:6, 

40:21, 41:15, 

42:4, 44:2, 47:17, 

66:19, 68:20, 

77:13, 113:10, 

116:10

necessity 52:24, 

53:6, 54:4, 60:22, 

80:11

needed 18:1, 62:5, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 159 of 174
62:6, 112:9, 130:8

needs 7:25, 14:24, 

24:5, 24:17, 70:7, 

87:12, 93:23, 

96:12, 101:8, 

101:9, 110:10, 

113:20, 120:25, 

127:1, 128:12

negotiate 115:24

negotiated 18:6, 

58:15

negotiating 113:17, 

124:3, 124:6

negotiation 6:14

negotiations 95:13, 

120:22

net 17:20, 17:22, 

62:23, 73:4

New 5:7, 7:14, 10:5, 

13:4, 16:7, 17:11, 

17:13, 26:16, 

32:21, 34:25, 

37:16, 78:24, 

93:12, 93:13, 

99:15, 121:7, 

122:24, 125:2, 

130:21, 136:16, 

137:3

newly 17:18

newspaper 86:25

next 8:3, 12:18, 

13:11, 22:2, 

29:11, 34:10, 

34:23, 39:16, 

48:20, 49:8, 

49:18, 49:20, 

59:8, 61:10, 

105:9, 116:7, 

120:23, 122:5, 

124:16, 126:15, 

129:20, 130:1, 

136:18, 137:1

Nicholas 3:9

Nick 122:25

night 6:8, 29:16, 

102:12, 135:19

nobody 92:19, 95:20

nod 136:7

nodded 136:10

Nodding 83:16, 

126:18, 131:1, 

131:2, 136:8

nods 122:21, 130:25

non-disclosure 

113:17, 115:25, 

120:23

non-financial 118:18

non-flat-fee 57:11

non-privileged 

112:1, 113:1

non-puerto 120:12

non-three 12:3

non-title 8:12, 

51:4, 51:21, 

58:14, 58:22

non-waivable 37:17

None 4:5, 4:11, 

28:21

nonetheless 44:3

nor 5:19, 78:24

notch 43:15

note 6:21, 10:3, 

46:4, 48:8, 66:22, 

126:1, 130:25

noted 16:11, 17:25, 

36:6, 47:1, 54:8, 

56:15, 69:17, 80:2

notes 5:21, 5:22, 

23:1, 35:1, 36:6

nothing 71:11, 72:4, 

82:3, 92:18, 

98:16, 111:17, 

123:4

notice 6:16

noticed 53:12

notion 56:9, 80:10

novel 47:4

November 60:17, 

60:23, 61:1, 61:4

number 16:25, 24:9, 

35:2, 39:25, 

43:16, 56:15, 

68:22, 70:4, 

77:25, 94:1, 

101:11, 101:22

numbers 44:22, 

54:23, 54:24

numerous 125:1

< O >

o'clock 49:17, 85:20

O'melveny 16:9, 

111:8, 131:16

objection 9:13, 

9:14, 10:9, 27:5, 

52:10, 116:19, 

117:7, 133:1, 

133:20, 133:24, 

134:1, 134:6, 

134:13, 135:17, 

135:23

objections 31:18, 

35:13, 35:17, 

45:15, 51:1

objectively 79:23

objectors 6:16

objects 107:6, 107:7

obligated 115:1

obligation 52:6, 

53:5, 98:15, 

133:12

obligations 77:4

observations 37:1, 

49:24, 85:3

observe 82:20

observed 6:2

observing 5:7

obstruct 114:24

obtain 27:7, 105:2, 

106:2, 106:16, 

107:6, 120:16

obtained 88:19, 

103:8

obvious 18:2, 53:22, 

79:23

Obviously 11:16, 

15:14, 24:6, 

24:10, 24:13, 

25:7, 53:10, 55:7, 

55:12, 56:23, 

116:19, 123:12

occur 39:3

occurred 44:16, 

89:9, 89:13, 121:9

offered 4:5, 4:11, 

28:6, 115:2, 115:3

offering 19:5

offers 12:12

Office 64:5, 64:15, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 160 of 174
66:7, 67:11, 69:2, 

69:5, 69:7, 69:12, 

69:14, 75:3, 79:2, 

79:8, 82:19, 83:2, 

83:10, 83:13, 

84:8, 84:17, 

84:25, 85:2, 85:6, 

85:7, 88:1

officers 25:18

Official 2:16, 

61:22, 63:7, 

63:14, 64:17, 

67:16, 67:23, 

72:17, 75:8, 

76:11, 77:7, 83:8, 

138:16

offline 21:25

offset 18:7

offsetting 17:1

Okay 58:17, 65:6, 

76:3, 88:23, 98:9, 

99:4, 99:8, 99:13, 

100:19, 102:7, 

102:20, 104:21, 

105:21, 110:2, 

111:5, 114:19, 

116:11, 122:20, 

123:16, 126:14, 

130:4, 130:10, 

130:15, 130:23, 

131:7

old 17:12

Omni 20:9, 61:1, 

61:2, 120:23, 

136:15

Omnibus 1:37, 116:7, 

137:1

on-island 16:17, 

16:18

once 81:8, 101:4, 

134:21

one-thousandth 44:23

one. 94:1, 102:22, 

104:23

ones 57:15, 59:19, 

118:2

ongoing 41:23, 

113:7, 116:24

open 10:24, 36:7, 

53:10, 56:23, 

128:7

open-ended 60:19

opening 53:17, 86:11

openness 47:15

operating 15:2

operational 14:19, 

14:20, 77:3

operations 5:12, 

60:1

opportunities 6:16

opportunity 7:10, 

28:20, 59:21, 

82:19

oppose 71:12, 74:3

opposed 19:15, 

54:10, 66:4, 125:7

opposition 67:25, 

79:15, 80:7

optimistic 62:18

options 14:25, 69:22

oral 32:11

ordered 55:25, 79:18

Orders 5:16, 29:16, 

35:9, 40:6, 41:13, 

53:15, 56:12, 

79:16, 111:1, 

135:25

ordinary 56:9, 56:12

Oreste 2:41

organisms 7:21

organization 90:14

organizations 77:23, 

82:22

organize 30:10, 

31:12

original 66:22, 

80:24

others 46:6, 53:4, 

56:17, 98:20

otherwise 6:2, 6:3, 

33:6, 55:5

ought 114:14

ourselves 134:17

outset 86:17

outside 5:18, 20:1, 

40:19, 51:14

outstanding 20:14

overarching 127:21

overattendance 

36:11, 43:21, 

46:10

overdeliver 24:25

overlap 38:17, 38:19

overread 133:24

Oversight 1:9, 6:24, 

7:7, 16:13, 18:16, 

19:2, 53:1, 54:3, 

54:6, 54:19, 

59:14, 67:16, 

73:24, 100:22, 

101:2, 107:19, 

107:21, 108:4, 

108:14, 109:11, 

109:12, 109:17, 

111:11, 119:13, 

119:15, 121:19, 

128:22

overstaffing 36:10

owed 95:23

own 15:8, 38:7, 

55:16, 133:16

< P >

PAGE 4:3, 101:21, 

123:24

pages 36:21, 37:10, 

89:11, 89:22, 

89:23, 123:5, 

138:4

paid 40:17, 40:21, 

40:22, 135:1

papers 44:1, 101:14, 

108:19, 114:22, 

117:7

Paragraph 70:20, 

71:14, 101:22

part 5:19, 15:12, 

17:2, 20:3, 46:7, 

46:15, 62:9, 

63:20, 71:11, 

80:3, 81:3, 84:5, 

95:12, 107:1, 

112:15, 119:21, 

121:22, 132:7, 

133:9

participants 5:8, 

6:18, 62:10, 77:22

participate 100:8

participation 42:21

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 161 of 174
particular 5:21, 

38:21, 42:21, 

43:17, 53:6, 

53:13, 54:24, 

54:25, 57:5, 68:7, 

69:5, 76:14, 

106:23, 115:10, 

135:20

particularities 77:1

particularly 33:7, 

50:15, 107:16, 

137:5

particulars 31:14

Partnership 1:23, 

2:46

parts 16:22

party 21:16, 24:6, 

44:8, 44:9, 53:7, 

55:6, 56:24, 64:2, 

72:10, 91:18, 

92:14, 106:16, 

107:5, 107:6, 

107:7, 109:23, 

109:24, 128:20

pass 118:6

past 10:12, 14:21, 

25:20, 47:23, 

87:1, 87:5, 135:14

path 18:21, 18:25, 

101:9, 106:22, 

107:22, 110:10, 

111:4, 121:24

patience 13:16

Paul 2:6, 12:8, 

75:7, 86:8, 134:17

pay 134:23

payee 135:6

paying 125:5

payment 40:6, 40:12, 

41:6, 41:13, 77:2, 

77:3, 131:23, 

132:1, 132:8, 

132:18, 133:8, 

133:10, 135:14

payments 40:1, 

40:23, 132:3, 

132:4, 132:5, 

132:11, 132:22, 

133:4, 133:14, 

133:19, 135:14

payor 41:10, 133:9, 

133:11

Peaje 8:20

pending 31:24, 32:4, 

32:18, 32:24, 

37:4, 70:25, 80:2, 

112:4

pension 11:9, 11:20, 

63:2

people 7:10, 11:24, 

15:11, 20:11, 

23:19, 24:9, 30:5, 

38:22, 39:23, 

49:17, 54:23, 

70:1, 84:3, 84:4, 

87:17, 92:3, 92:5, 

93:20, 95:14, 

97:24, 99:21, 

100:1, 115:23, 

116:4, 116:9, 

130:19, 131:22, 

132:15, 132:23

perceived 29:25, 

50:2

perceives 85:6

percent 13:25, 14:1, 

14:2, 14:4, 17:12, 

44:24, 62:17, 

63:2, 70:6, 134:25

percentage 39:16, 

40:18, 44:19

perception 46:10

perfection 37:6

performed 50:5, 

52:8, 58:20, 135:7

Perhaps 21:20, 

42:11, 43:15, 

44:20, 45:7, 

57:19, 60:18, 

65:10, 67:9, 

71:10, 71:15, 

74:25, 106:18, 

122:1, 122:5

Period 10:21, 12:24, 

15:4, 21:2, 21:4, 

21:10, 21:11, 

33:10, 34:18, 

34:24, 38:20, 

39:2, 39:14, 

39:17, 46:20, 

46:22, 47:4, 

52:22, 59:10, 

87:23, 97:17, 

103:9

periodicals 10:23

periods 46:20, 

47:10, 54:25

permanent 14:17

permission 107:5, 

111:19, 112:1, 

121:2

permitted 5:25, 

43:17

person 5:18, 5:25, 

36:16, 42:20, 

42:21, 89:23, 

133:10

personal 127:8

personnel 59:25, 

114:23

perspective 38:7, 

55:10, 63:19

perspectives 72:15, 

72:16, 72:20, 

72:21

persuade 47:16

persuasive 115:6

petition 50:13

phone 64:3

phonebooks 89:6, 

89:7, 92:7

PHV 2:5, 2:6, 2:7, 

2:8, 2:13, 2:14, 

2:17, 2:23, 2:25, 

2:29, 2:31, 2:34, 

2:35, 2:38, 2:46, 

2:47, 2:48, 3:7, 

3:9

place 15:16, 38:8, 

39:12, 46:22, 

53:5, 55:7, 71:15, 

130:22, 132:24

placed 106:1, 117:21

places 90:16

Plaintiff 1:26

planning 75:2

plans 7:3, 7:12, 

7:15, 7:21, 7:25, 

8:2, 8:11

play 104:25, 107:15

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 162 of 174
playing 124:2, 

124:24

plays 37:8

pleading 49:19, 

73:23

pleadings 44:1, 

44:4, 44:7, 65:7, 

72:9, 86:14, 87:9, 

88:25

Please 13:8, 26:18, 

89:21, 131:10

Pleased 6:8, 9:20, 

42:8

PM 85:23, 131:8, 

137:11

podium 9:17, 13:8, 

16:7, 26:16, 

26:18, 32:21, 85:4

point. 36:3, 48:18, 

66:25, 110:24, 

116:1

pointing 87:20

points 23:12, 25:6, 

64:6, 86:20, 

109:10, 123:18

policies 5:16, 132:9

Ponzi 25:20, 87:2, 

90:17

pooling 19:13

Poor 92:7

Popular 3:6, 89:6, 

91:7, 91:17, 92:4, 

92:20, 97:16, 

102:21, 103:6, 

104:22, 106:7, 

116:17, 126:3

portions 51:16, 

51:17

pose 126:4

position 29:4, 33:2, 

35:8, 58:8, 65:14, 

67:21, 75:11, 

78:1, 79:11, 

79:14, 80:12, 

81:2, 84:15, 

104:18, 105:20, 

109:12, 110:7, 

112:8, 118:2, 

128:3, 129:11, 

134:12

positions 38:5, 

43:24, 63:22, 

111:10

possibility 116:6

possible 36:5, 37:6, 

73:8, 94:16, 

115:13, 126:11

Possinger 2:6

post-hurricane 13:23

potential 7:25, 

27:5, 35:25, 36:2, 

36:4, 37:19, 

37:25, 38:9, 

44:16, 101:15, 

114:25

potentially 78:9, 

109:21

Power 2:23, 13:25, 

62:2, 74:12, 

76:19, 84:18, 

92:14

practical 52:9, 

52:12, 57:12, 

59:23, 82:12, 

125:23

Practice 31:2, 

31:24, 32:25, 

43:25

practices 47:21

PRASA 7:4

pre-appointment 

50:20, 58:13

pre-established 

42:23

pre-hurricane 12:21

pre-retention 50:20

precedent 47:7, 47:8

preceding 46:20

precipitously 47:3

precise 22:16, 90:1, 

99:16

precisely 102:12, 

112:9

preclude 72:4

prefer 57:24

preference 28:14, 

29:21, 67:23

prejudice 31:23, 

82:25, 83:4, 

83:22, 101:3

preliminary 9:3, 

9:6, 27:19

preparation 15:22, 

137:5

preparations 15:14

prepare 114:18

prepared 35:20

prepares 15:13

prepayments 14:17

prepays 14:17

preposition 66:14

present 62:23, 

102:19, 122:9, 

124:14

presentation 7:15, 

51:15

presentations 137:7

presented 53:19

presenting 61:6, 

78:5, 105:9

presently 119:2

preservation 33:25, 

34:5

preserve 32:8

preserved 32:12, 

32:17

press 5:6, 6:1, 

25:19

presumably 52:1, 

128:22

presumption 123:13

presumptive 43:16, 

43:19, 44:18, 

44:22, 46:5

pretty 118:15

prevent 35:9

previewed 37:2

previous 59:19, 

97:13

previously 10:19, 

12:4, 36:6, 74:5, 

91:7, 135:11

primarily 38:13, 

50:4, 57:3, 131:22

primary 17:19, 18:5

principal 16:15

principally 69:13

principle 6:9, 6:13, 

29:15

principles 43:14

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 163 of 174
prior 12:5, 50:5, 

58:20, 86:14, 

114:24

privatization 51:12, 

63:4, 82:16

privilege 113:22, 

113:23, 113:24, 

114:3, 114:6, 

114:14, 114:16, 

114:18, 128:10, 

128:12

pro 121:2

probably 22:1, 88:6, 

123:11, 130:9

problem 53:23, 

61:16, 82:10, 

89:15, 91:16, 

93:10, 103:19, 

108:19, 119:4, 

119:5, 120:19, 

126:12, 130:18

problematic 39:3

problems 36:8, 

47:11, 75:12, 

118:15

procedural 25:25, 

26:12, 31:22

procedurally 30:11, 

31:21

procedures 40:7, 

40:8, 56:12, 132:9

proceeding 6:4, 

19:7, 19:9, 25:17, 

26:3, 28:10, 

28:12, 28:13, 

29:19, 76:18, 

95:11

Proceedings 3:49, 

5:10, 5:15, 5:19, 

6:12, 20:6, 20:24, 

30:18, 31:15, 

79:24, 85:23, 

137:4, 137:11, 

138:6

proceeds 14:7

processes 11:19, 

15:13, 15:16, 41:8

processing 132:8, 

132:18

produce 89:21, 

89:23, 91:1, 

92:25, 93:1, 

93:23, 95:6, 

100:16, 110:16, 

113:24, 114:2, 

114:18, 124:20

producing 91:18, 

91:19, 92:14, 

93:20, 106:16, 

106:17, 107:7, 

108:1, 108:2, 

108:15, 108:20, 

109:23, 109:24, 

110:15, 111:3, 

113:22, 116:22, 

116:23, 123:11, 

128:19, 129:1

production 89:9, 

89:13, 90:25, 

92:22, 92:24, 

98:12, 108:11, 

115:14

productions 113:4, 

113:9

productive 7:18, 

8:10, 34:20

professional 39:12, 

51:7, 51:11, 53:6, 

53:14, 54:16, 

54:17, 55:13

professionalism 

137:3

proffered 54:21

progress 5:9, 6:19, 

13:23, 28:6, 34:19

projects 54:23, 

54:25

proliferation 38:2

PROMESA 19:12, 38:1, 

50:10, 52:23, 

53:15, 53:20, 

54:9, 94:21, 

99:19, 121:16

promise 31:5

promised 85:17

promote 20:10

prompted 117:3

promptly 135:2

proof 23:16

proofs 10:25, 11:2, 

11:3

proper 22:10, 26:14, 

62:7, 65:21, 68:6, 

70:9, 70:10, 71:16

properly 30:10, 

67:10, 85:6

property 19:15, 

20:15, 20:20, 

20:21, 21:14, 

21:15, 30:20, 33:7

proponent 76:1

proponents 29:25, 

73:18

proportion 44:21

proportionally 57:9

proposal 9:13, 13:6, 

26:12, 27:9, 

31:13, 31:17, 

33:18, 33:20, 

36:5, 38:12, 

49:13, 56:9, 

56:22, 57:5, 59:2, 

110:18, 110:19

proposals 14:25, 

45:14, 82:16

propose 24:7, 27:6, 

97:1

Proposed 19:25, 

21:1, 21:23, 22:1, 

29:10, 29:16, 

32:3, 45:21, 

58:12, 61:7, 

72:24, 90:11, 

126:3, 131:20, 

131:21, 136:2

proposing 18:24

prosecution 132:18

Proskauer 6:24, 

100:22

prospective 47:20

prospectively 47:24

prospectus 89:12

protect 115:14

protected 35:4

provide 9:25, 12:10, 

18:3, 19:9, 21:21, 

30:17, 43:20, 

46:23, 55:21, 

64:22, 65:14, 

67:5, 99:19, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 164 of 174
102:4, 112:1, 

126:3, 135:5

provided 45:2, 

52:25, 54:4, 

55:21, 102:17, 

123:6, 126:5

provider 57:8

providers 44:13, 

57:10, 57:11, 58:2

provides 17:9, 

73:12, 132:21, 

134:8

providing 41:8, 

60:23, 132:20

province 66:3, 67:7, 

67:11

provision 77:2

provisions 5:11, 

41:13, 80:1, 100:5

PRS 76:9, 76:13, 

76:18, 77:18, 

77:22, 78:9

Public 5:6, 7:9, 

16:19, 16:23, 

17:3, 17:16, 

17:19, 18:19, 

89:7, 90:14, 92:8

publication 10:23

punishment 114:11

purpose 24:8

purposes 31:22, 

46:19

pursuant 10:20, 

12:24, 135:25

pursue 107:20, 

110:10, 118:10, 

134:19

pursuing 88:2, 

110:11

push 34:4, 118:3

put 9:24, 15:16, 

20:23, 28:22, 

29:15, 30:15, 

39:12, 41:17, 

56:24, 87:21, 

96:20, 118:23, 

119:9, 119:19, 

123:20, 130:10

putting 67:18, 99:20

< Q >

qualifying 8:11, 

16:13, 17:8, 

18:16, 19:22, 

32:24

qualitative 54:11

quantitative 54:12

quarterly 40:24

question 22:13, 

23:10, 25:13, 

46:8, 48:10, 

71:25, 75:20, 

81:18, 88:17, 

91:3, 92:16, 

119:25, 133:21

questions 7:16, 

22:23, 23:2, 

35:20, 35:22, 

47:16, 49:12, 

79:20, 84:22, 

85:1, 86:19, 96:24

queue 29:24, 30:4, 

30:5, 40:12, 82:24

queuing 22:9, 31:2

quick 31:6

quite 7:18, 29:17, 

29:24, 33:2, 47:1, 

66:15, 120:24

quote 25:21, 86:25, 

87:2, 88:3

< R >

radar 26:7

radio 10:23

RAIFORD 2:35, 

117:12, 117:13, 

118:20

raise 39:5, 71:5, 

71:24, 73:14, 

81:25, 136:16

raised 22:18, 30:21, 

42:9, 43:12, 

68:14, 70:25, 

71:25, 82:22, 

82:23, 84:22, 

103:14, 114:21, 

123:23, 134:4, 

134:6, 135:22

Ramos 2:41

range 19:17

rather 19:17, 31:1, 

38:6, 51:18, 

106:13, 112:12

rating 92:7

Re 1:6

reach 9:8, 84:7

reached 12:22, 

52:21, 55:19

reaching 9:5

read 19:25, 105:4, 

106:4, 106:7, 

107:13, 117:6

Reader 94:18, 98:19

reading 25:19

ready 65:12, 93:14

real 22:6, 30:11, 

37:19, 52:10, 

109:9, 114:11

realistic 32:15

realities 43:5

really 16:21, 18:1, 

25:22, 28:22, 

38:22, 47:12, 

48:25, 51:4, 

63:11, 71:11, 

74:13, 81:2, 

88:18, 96:2, 

98:25, 119:8, 

126:21, 132:2

Reason 18:9, 29:4, 

38:16, 63:12, 

64:21, 84:5, 90:3, 

94:24, 103:2, 

115:13, 118:20, 

131:25, 132:7

reasonable 39:18, 

47:17, 120:2, 

120:4

reasonableness 

52:24, 53:6, 54:3

reasoning 65:1, 

79:22

reasons 30:12, 62:4, 

63:7, 65:3, 78:22, 

131:20, 132:15

recall 40:23, 86:22, 

103:15

receipt 45:5, 45:8, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 165 of 174
45:9

receipts 14:19, 45:4

receive 17:11, 85:14

received 92:3, 

92:12, 112:1, 

124:20, 125:25

receiving 105:3, 

111:22

recent 82:15

recertified 18:16

recess 85:22

recklessness 78:16

recognized 30:17

recognizing 42:18

recommence 8:8

recommendation 53:9, 

55:3, 55:22, 

57:17, 100:25

recommendations 

35:16, 36:23, 

40:5, 40:14, 44:8, 

48:24, 50:21, 

78:15

recommended 35:14, 

45:20

reconcilable 11:15

reconciled 11:18

reconciliation 11:23

reconvened. 85:23

record 5:19, 36:10, 

45:14, 61:21, 

82:9, 83:6, 86:16

recorded 3:49

recording 5:24

records 40:20, 97:7

Recovery 13:23, 

17:15, 51:8, 

51:11, 60:1, 

87:13, 102:5

reduced 17:1

Reed 28:2

reestablished 14:4

refer 5:22, 68:2

referred 11:14, 

12:3, 12:19

referring 36:20

refinancing 25:14

reflect 26:12, 27:5, 

43:19, 51:25, 

82:20

reflected 29:23, 

68:15

refund 11:17

refunded 135:12

refunds 11:8

refuses 119:6

regard 36:19, 40:17, 

43:5, 52:3, 79:13, 

82:1

regarding 24:16, 

33:10, 34:21, 

78:10, 78:14, 

81:1, 85:15, 89:21

regardless 52:8, 

97:24

Region 2:11

regular 103:16

regulated 76:15

regulations 70:13, 

70:20, 76:14

regulatory 101:25

rehash 79:19

reimbursed 51:9

reiterate 40:10, 

73:10, 121:24

relate 43:11, 100:4

related 11:9, 11:10, 

102:23

relates 108:8

relating 109:20

relationship 93:21, 

100:14

release 99:18, 

99:22, 100:4

released 128:16

releases 25:16, 

25:17

relevant 68:23, 

90:21

Relief 8:22, 9:7, 

18:3, 59:19, 60:7, 

74:10, 77:10, 

77:13, 79:16, 

92:18, 92:19, 

93:4, 98:14, 116:8

relieving 58:25

remain 8:17, 25:24, 

31:18, 32:17, 

134:22

remainder 129:25

remaining 18:11

remains 25:1, 29:21, 

129:2

remarks 5:13, 81:15

Remember 23:15, 24:3

remind 5:14

reminiscent 25:14

Removal 59:10, 59:16

removed 60:9

rendered 47:17

renew 101:4

renewed 85:20, 86:9, 

87:24

reoccur 50:23

reorganization 24:6

repayments 14:12

repeat 33:3, 86:15

repeatedly 7:20, 

101:13

replacement 15:4

Reply 9:13, 9:15, 

10:9, 45:15, 68:4, 

68:7, 68:10, 

68:14, 81:16, 

86:11, 87:21, 

101:14, 114:22, 

123:24

reported 7:23

Reporter 138:16

reporting 36:24, 

49:25, 53:10, 

56:15

reports 5:13, 6:20, 

40:5, 92:7, 119:15

repository 5:18, 

107:3, 107:4, 

107:18, 107:21, 

119:20, 119:22

represent 64:11, 

64:12, 68:9, 

68:16, 70:5, 

74:24, 75:13, 

76:8, 112:14, 

119:11, 124:7

representation 62:1, 

62:6, 62:7, 63:10, 

65:21, 67:5, 

71:16, 72:2, 

73:13, 77:14, 

77:17, 78:13, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 166 of 174
81:4, 82:10, 84:8, 

84:9, 102:13, 

122:18, 134:21

representations 

88:25, 99:2, 

108:22

representative 1:13, 

63:15, 68:6, 69:6, 

69:12, 70:10, 

70:16, 80:9, 

100:23

representatives 

7:20, 64:21

represented 75:11, 

77:18, 77:19, 

77:24, 78:3, 84:3, 

84:5, 122:15

representing 64:8, 

65:10, 68:5, 

69:23, 69:24, 

72:11, 72:13, 

75:16, 123:1

represents 66:20

request 30:23, 

33:25, 81:6, 

90:25, 100:11, 

106:20, 107:5, 

107:25, 113:5, 

120:3, 121:18

requested 9:7, 74:15

requests 6:6, 97:1, 

108:24, 132:8

require 48:12, 

117:15, 132:1

required 36:7, 

56:14, 81:5

requirement 37:22, 

43:23, 134:11, 

135:23

requirements 19:12, 

36:1, 37:16, 

50:11, 55:23

requires 81:5, 

132:15

requiring 44:17, 

82:11

res 33:16

research 44:12, 

44:15, 44:19, 

45:1, 46:5, 47:2

reserved 86:10

resignation 66:24

resolution 9:3, 

12:7, 12:13, 20:3, 

21:7, 21:19, 29:9, 

32:14, 32:18, 

32:24, 33:12, 

34:6, 34:21, 

68:14, 77:20

resolve 21:13, 27:4, 

27:9, 86:1, 90:11, 

104:23, 124:22

resolved 17:5, 

22:14, 33:7, 90:9, 

90:10, 118:16, 

120:23, 133:2, 

134:5, 135:17

resolves 135:3

resolving 30:2, 33:8

resource 107:4

resources 36:7, 

57:13, 59:24, 

72:3, 72:8

respected 71:24

respective 7:8, 8:4, 

77:23

respond 7:16, 68:13, 

68:17

responding 125:17, 

125:19

response 15:8, 22:2, 

22:3, 49:1, 67:25, 

72:9, 92:2, 97:11

responses 67:15, 

67:17, 67:20

responsibilities 

83:18

responsibility 54:6, 

58:25, 73:14

responsive 93:2, 

126:6

restored 13:25

restricted 120:2, 

128:19

restriction 43:16, 

105:23, 106:14

restrictions 43:4, 

105:25, 108:17, 

119:24, 120:14, 

128:25, 129:1

restrictive 115:25

restructured 17:10

Restructuring 16:21, 

16:23, 17:7, 

17:14, 17:17, 

18:13, 30:12, 

60:3, 65:16, 71:22

result 47:19, 49:24, 

50:2, 111:1

results 42:6, 

108:23, 108:24

resume 85:20

retained 135:25

retention 50:5, 

50:6, 50:7, 50:11, 

56:13, 58:20, 

134:1

Retired 61:22

retiree-related 82:8

retroactive 135:10

retrospective 47:21, 

50:8

return 62:16

review 8:24, 47:14, 

48:13, 50:20, 

51:22, 52:2, 52:6, 

53:9, 56:19, 57:4, 

57:14, 57:22, 

58:20, 67:9, 97:17

reviewed 42:5, 130:5

reviewing 42:2, 

55:17, 113:2, 

117:2, 125:25

revise 21:1

revised 21:23, 

21:25, 26:11, 

31:13, 59:4, 61:6

revision 52:9

revisited 13:1

revolver 14:15

revolving 14:13

rewarded 90:7

RFP 11:23

rights 22:16, 33:7

rigidly 42:22

ripen 49:2, 82:21

rise 27:14

risk 67:18

road 39:1, 69:9, 

71:7

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 167 of 174
Robert 2:34, 61:21

robust 62:18, 70:4

Rolando 76:7

role 19:11, 40:11, 

65:13, 67:24, 

70:15, 81:22

Roman 59:9, 136:13

room 39:24, 108:3, 

115:23, 119:20, 

120:6, 127:1, 

127:19

rope 96:2

Rose 6:24, 100:22

ROSEN 2:7, 6:23, 

6:24, 10:17, 

12:18, 13:13, 

16:11, 27:13, 

27:24, 73:20, 

73:21, 73:22, 

74:14, 74:20, 

75:14, 131:2

roughly 62:11

round 50:3, 56:14

roundabout 136:1

RSA 12:22, 16:12, 

16:14, 17:25, 

18:5, 18:12, 

18:16, 18:24, 

19:1, 29:1, 32:24, 

34:6

Rule 28:17, 96:21, 

118:11

ruled 28:14, 28:16

rules 48:11, 76:14, 

76:16

< S >

S/ 138:14

safe 57:21, 137:8

safety 73:4

salutary 52:11

San 5:1, 5:8, 136:25

sanctions 6:5

Santander 3:9, 89:5, 

89:10, 91:7, 

91:17, 92:4, 

92:20, 97:16, 

102:22, 103:7, 

104:22, 106:7, 

121:5, 123:1, 

123:4, 123:6, 

126:3

sat 108:5

satisfied 19:12, 

97:16, 113:9, 

134:20

save 32:5

savings 37:19, 38:9

saw 29:22, 49:25

saying 22:6, 25:23, 

33:4, 38:12, 55:8, 

60:11, 63:17, 

73:10, 83:21, 

84:11, 93:18, 

94:3, 95:14, 

95:18, 96:25, 

98:20, 111:9, 

113:15, 116:2, 

124:17, 124:20, 

124:21, 125:2, 

128:4, 135:24, 

136:1

says 75:15, 87:24, 

92:14, 110:19, 

124:7, 127:19

scale 107:10, 107:14

schedule 19:18, 

19:25, 20:2, 21:1, 

21:3, 27:6, 27:9, 

29:10, 32:2, 

38:24, 99:4, 99:5, 

99:11, 99:15, 

100:8, 122:8

scheduled 34:23, 

48:20, 136:18

scheduling 20:7, 

33:20

scheme 25:20, 87:2, 

90:17

scope 73:25, 74:15, 

108:15, 125:17

screen 26:7

search 89:17, 89:18, 

91:3, 97:21, 98:5, 

98:9, 103:11, 

103:21, 104:12, 

120:19, 120:20, 

123:23, 123:25, 

125:24, 126:3, 

126:4, 126:7, 

126:11, 128:14, 

130:9, 130:21

searched 88:22, 97:8

searches 128:2

season 15:9, 15:13, 

15:18

seasoned 65:15

seated 85:24, 131:10

second 18:3, 20:13, 

34:17, 34:24, 

46:22, 47:4, 

50:22, 51:6, 

63:12, 102:16

secondly 107:14, 

109:15

seconds 24:2, 75:5

secret 104:15

Section 54:8, 77:9, 

77:10, 77:11, 

77:12, 77:16

secure 14:6, 111:19

seeing 42:6, 103:15, 

125:11

seek 60:7, 110:23, 

118:24, 125:20

seeking 15:3, 51:9, 

53:20, 61:24, 

77:10, 92:18, 

106:1, 106:12, 

131:23, 133:10

seeks 74:1, 74:4

seem 28:10, 79:12

seemed 63:13, 63:17, 

64:20, 133:25, 

135:19

seems 30:10, 34:6, 

52:11, 54:2, 56:2, 

82:6, 88:24, 99:1, 

120:2, 120:4, 

120:17

seen 68:11, 90:20, 

129:2

segregated 103:1, 

120:5

segregation 31:25

segue 106:2

selecting 66:2

selection 12:1, 66:1

semiproponent 76:2

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 168 of 174
sending 96:13

senior 24:16

sense 13:10, 53:5, 

55:12, 56:20, 

60:4, 60:12, 63:8, 

73:14, 75:10, 

86:2, 121:10, 

121:20, 122:7, 

124:13, 129:20, 

130:24

sensitive 62:22, 

117:18

sensitivity 108:7

separate 31:1, 44:3, 

44:6, 48:6, 58:14, 

74:7, 75:18, 

75:24, 76:14, 

127:6

Separately 17:16

September 20:9, 

33:15, 34:5, 

94:24, 96:5, 

96:11, 98:23, 

101:5

series 55:14

serious 30:23, 

79:23, 82:8, 87:5

serve 65:13, 67:24, 

70:15, 124:19

served 7:11, 106:14

service 14:3, 51:20

services 5:12, 

44:15, 47:6, 

47:17, 51:21, 

52:25, 53:7, 54:4, 

65:15

servicing 14:20

serving 64:17, 

106:13

sessions 7:14, 

23:14, 23:16

set 10:20, 18:6, 

18:23, 18:25, 

19:18, 19:20, 

24:2, 38:24, 39:1, 

39:13, 70:13, 

132:10

setting 9:14

settled 17:17

settlement 6:9, 

6:13, 6:14, 9:9, 

17:5, 18:19, 24:5, 

27:19, 95:22

several 8:17, 8:19, 

11:6, 11:25, 25:8

Shaking 131:6

share 11:13, 79:22, 

80:12, 92:14, 

105:6, 106:15, 

106:20, 111:19, 

112:2, 121:18

shared 89:24, 

105:11, 108:25, 

126:11, 129:15

sharing 91:16, 

92:13, 106:17, 

108:13, 108:14, 

111:17, 120:19

shifting 99:2

short 14:23, 44:1, 

125:14

showed 23:19

showing 45:1, 81:20, 

95:14

shows 87:11

shut 23:21

side 14:8, 24:4, 

41:16, 43:9, 76:2, 

130:6, 131:6

side. 131:6

sidelines 93:24

Sidley 123:1

Siemens 1:22, 2:44, 

13:11, 20:14, 

21:15, 22:3, 

27:25, 28:3, 29:1, 

32:18, 33:4

sign 25:9, 55:25, 

118:7

signal 96:13

signals 5:23

signed 55:6, 70:1, 

112:12

significant 6:11, 

6:19, 13:23, 

48:22, 56:11

significantly 56:8, 

62:21, 62:24

silent 25:24

silly 44:22

similar 20:22, 21:7, 

38:5, 43:24, 

54:16, 55:19, 

87:15

similarly 21:16, 

37:10

simplify 102:18

simply 40:20, 47:23, 

53:2, 54:5, 56:17, 

65:8, 116:6

sincere 10:10

single 38:8, 43:2, 

89:25

sit 99:10, 107:25, 

108:5

sitting 13:4, 55:5, 

87:2, 111:25

situated 21:16

situation 11:16, 

11:18, 15:17, 

50:12, 71:20, 

82:17, 132:13

situations 42:20

six 7:3, 47:2

size 56:11

slot 57:23

small 56:18, 57:22

smaller 57:10

Smith 28:2

smoke 118:4

sole 66:3

Soler 2:42

solicitation 18:22, 

19:2, 19:3, 19:15

somebody 84:8, 88:1, 

113:17, 126:16

somehow 83:25, 

84:11, 114:23

someone 57:1, 64:2, 

65:9, 70:7, 83:25, 

84:14, 122:23

sometimes 47:16

somewhat 70:13, 

83:23

soon 118:24, 132:13

sooner 112:12

soothe 38:11

Sorry 13:9, 19:8, 

38:1, 66:14, 75:4, 

81:12, 98:10

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 169 of 174
sort 19:17, 28:6, 

37:2, 50:23, 52:9, 

52:21, 54:23, 

55:3, 56:9, 57:21, 

57:23, 65:14, 

66:16, 72:11, 

117:18, 122:11, 

130:25, 136:3

sorts 41:14, 59:3, 

82:21

sought 25:16, 

106:10, 135:15

sounds 28:4, 30:13, 

39:18, 120:9

source 5:18, 76:15, 

89:5

SOVEN 2:47, 28:2, 

30:7, 31:7, 31:19, 

32:7, 32:10

Spanish 68:1

speaking 6:21, 

38:16, 51:3, 

59:15, 69:14

specific 9:13, 11:7, 

33:5, 33:9, 35:25, 

36:9, 38:18, 

43:21, 45:13, 

46:17, 47:1, 50:8, 

54:10, 56:12, 

82:13

Specifically 8:20, 

28:22, 64:16, 

101:10, 101:20, 

115:3, 137:1

specificity 57:20

specifics 13:5, 

13:15, 41:13, 

46:3, 53:11

specified 44:19, 

136:15

speculative 115:2

speech 74:13

spell 108:1, 127:2

spend 24:2

spent 10:12, 52:25, 

54:24

spoke 31:11, 55:18

spoken 133:6

spots 10:23

Springer 2:46

squarely 134:7

SREAEE 68:2

staff 57:14, 137:2

staffing 37:20

stage 10:14, 24:2, 

63:5, 130:7, 135:8

stakeholders 76:17

stalling 109:7

stand 71:9, 96:6

Standard 92:6

standards 42:15, 

42:18, 42:24, 

43:4, 52:22, 

53:19, 53:20, 

53:21

standing 26:25, 

28:19, 71:12

standpoint 72:2

stands 28:18

standstill 32:22

Stargatt 116:16

start 6:20, 37:16, 

46:3, 50:9, 89:3, 

92:21, 93:5, 94:1, 

96:11, 98:21, 

111:9, 111:12

started 50:13, 94:23

starts 50:7, 94:4

state 23:11, 50:11, 

104:25, 125:5

stated 7:21, 42:15, 

63:3, 64:16, 74:4, 

75:14, 127:10

statement 75:1, 

78:4, 86:25, 87:21

statements 57:15

States 1:1, 1:40, 

65:23, 66:3, 69:2, 

69:5, 69:6, 76:22, 

79:2, 82:19, 83:2, 

83:13, 85:2, 85:7, 

101:20, 126:1, 

138:7, 138:8

status 5:13, 6:20, 

34:17, 114:5, 

116:6, 120:21, 

126:16, 126:20, 

128:15, 129:20

Statute 94:21

statutory 74:12, 

79:17, 84:18

Stay 8:22, 26:18, 

60:7

stenography 3:49

step 6:11, 8:3, 

40:12, 113:12

steps 113:10, 130:1

stipulation 24:3

stood 65:12

stop 88:12

stops 47:7

strategic 65:14

streamline 41:7

streams 59:25

strengthen 15:8

strengthening 5:11

strenuously 81:23

strictly 40:8

structural 53:24

structure 22:7, 

28:1, 39:12, 57:7, 

57:24, 59:2

structured 99:23

stuff 94:11, 117:18

subcommittee 119:15

Subject 6:4, 6:13, 

6:15, 7:22, 40:24, 

45:14, 93:20, 

95:16, 95:24, 

101:3, 103:1, 

103:4, 106:4, 

107:12, 111:23, 

128:21, 132:17, 

133:4, 134:22, 

135:2

submission 35:10, 

39:13, 39:16, 

43:20, 43:25, 

63:16

submissions 54:22

submit 19:1, 35:3, 

38:6, 38:7, 44:5, 

58:12, 59:4, 

79:11, 134:21

submitted 11:24, 

16:12, 29:16, 

35:15, 53:24, 

58:21

submitting 35:6, 

135:1

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 170 of 174
subordinated 77:3, 

87:17

Subpoena 106:13, 

106:14, 110:2, 

124:19

subrooms 120:5

subscribe 73:6

subsequently 10:22, 

12:23, 37:3

substantial 44:14

substantially 19:1, 

39:13, 43:24, 

130:13

substantive 20:3, 

109:5

subsume 22:17

success 31:9

successful 23:21

suddenly 71:14

sufficient 15:2, 

55:9, 70:8, 81:20

sufficiently 30:25

suggest 20:7, 57:7, 

60:21, 84:21, 

115:5, 121:8

suggested 37:9, 87:3

suggestion 38:10, 

60:17, 69:25, 

85:4, 121:10

suggestions 37:10, 

48:5

summer 29:20, 31:4

supplemental 44:1, 

54:22

support 9:7, 16:14, 

26:23, 27:3, 27:7, 

59:15, 75:17, 

75:24, 78:5, 

111:10, 112:10, 

137:4, 137:6

supports 73:24

supposed 118:1, 

119:2

Sur-reply 68:12, 

68:17, 70:13

suspicion 78:14

Suzzanne 2:29, 16:8, 

99:10

Swain 1:38, 131:9, 

138:7

symbiotic 93:21

Systema 75:2

systems 72:13, 

76:11, 78:8, 132:9

< T >

table 41:14, 83:14, 

95:14, 134:20

tabulation 19:16

tail 112:21

taken. 85:22

talked 22:4, 90:15

talks 34:20

targeted 130:15

targeting 107:17, 

107:18

targets 93:22, 95:6, 

114:25

tax 11:8, 11:17, 

133:3, 133:4, 

133:12, 133:15, 

133:16, 133:18, 

134:3, 134:9, 

134:22

taxpayers 132:23

Taylor 1:38, 116:16, 

138:7

teachers 76:12

team 6:17, 10:11, 

126:1

teams 78:17

technically 52:3, 

106:3

techniques 26:14

telephonic 5:7

tells 109:22

template 57:22

ten 11:24, 63:2

tends 47:11

tens 123:5

tenure 87:6

term 14:24, 15:3, 

27:8, 30:14, 98:6, 

120:9, 123:24

terminate 70:22, 

71:13

terminated 71:6

terminates 14:13

terms 13:2, 20:11, 

28:6, 31:10, 

31:14, 50:14, 

56:8, 89:17, 

89:18, 91:4, 

97:21, 98:9, 

103:11, 103:21, 

104:12, 108:11, 

120:2, 120:19, 

120:20, 121:13, 

123:25, 124:4, 

124:6, 125:24, 

126:3, 126:4, 

126:5, 126:7, 

126:11, 128:14

texting 6:3

thanks 6:18

themselves 6:17, 

72:25, 132:16

there'll 98:16

they'll 89:22, 

123:13

they've 28:12, 46:6, 

92:2, 92:3, 94:8, 

97:12, 128:5, 

134:24

thinking 20:17, 

36:3, 39:21, 

46:16, 57:5

thinks 37:18, 38:9

third 59:16, 103:3, 

106:11, 106:19, 

108:9, 109:21, 

118:18, 118:21, 

120:11, 125:6, 

125:18, 125:21, 

126:21, 128:15

third-party 14:25

though 30:13, 32:14, 

63:24, 68:17, 

70:12, 82:9, 

96:25, 98:23, 

107:25, 115:21, 

121:2, 130:4, 

130:6

thoughts 20:12, 

21:20

thousands 89:11, 

89:23, 123:5

three 11:7, 11:14, 

19:13, 29:11, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 171 of 174
50:4, 67:14, 91:8, 

102:19, 106:3, 

106:6

three. 91:9, 93:8, 

106:2

threshold 26:24, 

45:4, 45:6

thresholds 56:13

throughout 10:24, 

88:15, 101:13

throw 55:13, 69:25, 

117:25

thrust 65:8, 65:19

tied 40:24

timekeeping 54:21

timely 38:23, 39:16

timetable 21:1, 

21:23, 22:1, 60:25

timing 25:23, 26:12, 

27:6, 31:14, 132:3

Timothy 2:5, 100:21, 

119:12

together 11:21, 

20:11, 38:6, 

102:24, 122:2

toggle 62:22

tomorrow 113:16, 

122:20

took 75:10, 131:9

tools 55:20

top 15:17, 104:15

topic 53:18

topics 90:24

Torres 134:18

total 11:3, 11:5

toward 18:22, 20:3, 

106:5

towards 27:19

track 30:13, 31:1, 

31:23

traffic 44:24

transaction 45:7

transactions 99:23

Transcript 3:49, 

138:4

transcription 138:5

transformation 60:2

translates 60:17

transmission 5:24, 

14:2, 16:1

transparency 94:20, 

112:9, 132:21, 

132:24

transparent 112:10

transpired 75:24

Transportation 1:22, 

1:30, 2:45

Traurig 13:20, 59:13

traveling 137:9

travels 137:8

Treasury 131:23, 

132:8, 132:22

tree 48:14

trees 48:14, 48:15

trial 48:25

tribunal 12:14

tried 79:11, 90:8, 

118:5

tries 68:20

triggered 19:19

troubling 124:11

true 48:12, 51:13, 

56:6, 91:22, 138:5

trued 39:17

Trust 17:19, 76:25

Trustees 76:14, 

76:19, 76:22, 

77:18, 77:20, 

77:24, 78:13

try 9:8, 21:22, 

24:21, 43:10, 

99:11, 102:18, 

104:19, 111:19, 

112:7

trying 31:1, 38:19, 

39:20, 68:18, 

70:17, 81:25, 

116:3, 129:13

turn 31:5, 32:15

turned 5:20, 5:23, 

110:7, 110:20, 

110:21, 117:7, 

117:10

turning 115:6

turns 44:23

tutorial 23:14, 

23:15

tweaks 136:2

twice 88:22, 92:25

type 12:11, 53:2, 

94:17

types 20:23, 43:18, 

49:10, 57:2

typically 132:11, 

132:14

< U >

UCC 101:10, 101:13, 

101:18, 103:1, 

103:7, 103:17, 

103:18, 106:4, 

107:12, 111:13, 

112:2, 113:25, 

114:22, 118:9, 

123:8, 123:14, 

133:1, 133:19

ultimate 63:11

ultimately 48:4, 

48:5, 54:1, 73:2

umbrella 76:11

uncomfortable 83:24

uncontested 59:17, 

131:18

underfunded 62:13

underfunding 62:14, 

62:21

underlying 109:5

underpromise 24:24

underrepresented 

77:5

underscore 68:25

understanding 9:6, 

33:2, 39:6, 44:12, 

63:21, 83:9, 

83:12, 103:17, 

110:5, 127:4, 

128:18, 128:24

Understood 31:7, 

59:4, 80:15, 

114:9, 117:10

undertake 79:17

undertaken 8:5, 

42:7, 137:5

undertaking 23:24, 

33:5, 33:9, 33:11

underwriters 92:10

unfold 75:9

Unfortunately 98:8

unhindered 110:11

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 172 of 174
unilaterally 76:23

union 23:11

unions 16:18

unique 38:7, 42:19, 

65:14, 76:9

United 1:1, 1:40, 

65:23, 66:3, 69:2, 

69:5, 69:6, 79:2, 

82:19, 83:2, 

83:13, 85:2, 85:7, 

138:6, 138:8

Unless 5:21, 14:15, 

22:22, 40:12, 

75:18, 136:15

unnecessary 78:7, 

78:19

unprecedented 36:8

unredacted 35:6

unresolved 39:8

Unsecured 2:17, 

19:14, 64:15, 

64:16, 64:18, 

67:17

Until 27:20, 33:6, 

33:10, 34:5, 

39:16, 80:6, 89:3, 

91:10, 94:23, 

104:16, 118:11, 

120:22

update 13:22, 15:5, 

60:18

UPR 7:4

urgent 9:7, 9:12, 

29:25, 30:1

using 5:21, 88:16, 

126:23

utilities 51:8

< V >

vacancy 66:23

value 57:4, 62:23, 

102:5

variation 132:14

various 55:1, 56:22, 

59:25, 63:4, 

63:25, 117:20, 

123:24

verify 40:21

verifying 53:5

version 94:18, 

135:18

versus 20:15, 20:20, 

28:1, 33:7, 51:4

vet 37:11

vibration 5:23

vice 121:3

view 21:12, 22:17, 

27:5, 40:11, 

47:15, 63:23, 

64:4, 64:10, 

81:21, 81:22, 

87:13, 87:14, 

107:10, 109:12, 

121:11

viewed 54:9

viewpoint 73:8

views 73:6

vigilance 84:11, 

84:19

vigilant 83:25

Vila 87:22

violated 100:2

violating 35:5

violation 35:9, 

39:13

virtue 17:1

visibility 91:3

voice 84:6

voluminous 42:2

voluntarily 108:10, 

110:15, 129:2

voluntary 106:11, 

107:17, 108:11, 

110:16

vote 69:20, 73:5

voted 72:24, 72:25, 

73:1

votes 19:10

voting 76:15

< W >

wait 86:19, 92:17, 

93:6, 94:23, 

118:11, 120:22

waiting 27:20, 30:5

Walker 138:14, 

138:15

wanted 10:4, 10:6, 

18:3, 22:24, 

23:23, 24:18, 

33:24, 34:7, 35:1, 

48:1, 64:22, 

83:11, 86:15, 

102:11, 116:20, 

117:4, 123:3, 

127:21

wants 9:16, 26:15, 

29:13, 30:3, 

38:13, 125:20

warrant 36:14

waste 96:12

ways 55:1, 58:8, 

98:12

weather 15:11

website 64:7

Wednesday 9:15

week 11:1, 20:9, 

28:4, 29:8, 32:10, 

32:13, 34:20, 

34:23, 48:20, 

122:5, 126:15, 

129:20

weekend 125:25

weekly 14:21

weeks 14:21, 15:1, 

29:11, 118:5, 

122:8, 129:23

weigh 116:1

weighing 72:5

Welcome 5:5, 81:13

West 47:6

whatever 20:8, 

39:15, 45:1, 

46:12, 113:5, 

113:10, 115:24, 

124:16, 134:22

whereby 105:9

wherever 32:18

whole 88:16, 90:18, 

99:14, 128:1

wholeheartedly 137:2

whom 77:22, 84:25, 

106:1, 106:12

whomever 81:25

William 2:31

Williamson 2:13, 

34:14, 36:17, 

37:23, 45:25, 

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 173 of 174
46:1, 46:2, 46:25, 

49:5

willing 65:12, 

79:21, 85:14, 

105:13, 113:24, 

114:18, 128:6

willingness 47:15, 

58:7, 126:4

Willkie 10:7

wisdom 54:15

wise 25:23

wish 27:25, 30:6, 

73:19, 77:19, 

77:24, 137:8

withdraw 133:20

withdrawing 128:21

withheld 134:25, 

135:11

withhold 133:12

withholding 133:3, 

133:4, 133:13, 

133:18, 134:3, 

134:22

within 15:4, 21:10, 

30:16, 30:25, 

31:25, 82:8, 

100:3, 105:25, 

126:15

without 31:23, 

38:20, 43:5, 

47:23, 52:3, 

53:24, 71:15, 

78:4, 82:25, 83:4, 

83:22, 89:18, 

93:16, 101:3, 

110:3, 118:7

withstanding 7:19, 

40:3, 40:4

witness 94:9

WITNESSES 4:3, 88:8, 

125:11, 126:5

woefully 62:13

wonder 15:11

word 32:16, 83:24, 

123:18, 123:21

words 17:21, 35:4, 

35:19, 47:21, 

55:25, 66:6, 67:18

worked 23:18, 23:20, 

57:7, 104:7, 

104:9, 104:10, 

105:8, 120:9

working 12:7, 48:21, 

50:16, 51:9, 

51:13, 56:17, 

72:5, 105:1, 

111:18, 115:17

works 99:11

world 88:18, 91:15, 

98:18, 130:19

worlds 93:7

worries 86:15

worry 42:13, 93:9

worse 39:8, 89:25

wrap 124:14

wrapping 105:18

writing 79:11, 87:14

written 44:6, 

125:18, 125:19

< Y >

year 15:21, 62:23, 

96:4, 96:14, 

96:15, 96:16, 

116:24

years 95:1, 96:19

yellow 25:5

yesterday 8:18, 9:2, 

25:19, 29:23, 

30:21, 35:15, 

42:11, 101:17, 

102:3, 119:17, 

136:4, 136:6

York 5:7, 7:14, 

10:5, 13:4, 16:7, 

26:16, 32:21, 

93:12, 93:13, 

121:7, 122:24, 

125:2, 136:16, 

137:3

Young 116:16

< Z >

zero 90:12, 90:20

Zolfo 134:17

Case:17-03283-LTS Doc#:3278 Filed:06/08/18 Entered:06/08/18 16:07:27 Desc: Main

Document Page 174 of 174