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., ) July 25, 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. )

_____________________________________________________________

1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 1 of 206
_____________________________________________________________

Hon. Ricardo Antonio ) Docket No. 3:18-AP-080(LTS)

Rosselló Nevares, et al. ) 

 ) in 17-BK-3283(LTS)

 )

 Plaintiffs, )

v. )

 )

The Financial Oversight )

and Management Board for )

Puerto Rico, et al. )

 )

 Defendants. )

_____________________________________________________________

Hon. Thomas Rivera Schatz, ) Docket No. 3:18-AP-081(LTS)

et al. ) 

 ) in 17-BK-3283(LTS)

 Plaintiffs, )

v. )

 )

The Financial Oversight )

and Management Board for )

Puerto Rico, 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 GAIL DEIN

UNITED STATES DISTRICT COURT MAGISTRATE JUDGE

_____________________________________________________________

APPEARANCES:

For The Commonwealth 

of Puerto Rico, et al.: Mr. Martin Bienenstock, PHV

Mr. Paul V. Possinger, PHV

2

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 2 of 206
APPEARANCES CONTINUED:

For The Commonwealth 

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

Mr. Brian Rosen, PHV

Ms. Margaret Dale, PHV 

For the U.S. Trustee

Region 21: Ms. Monsita Lecaroz Arribas, AUST

For Official Committee

of Unsecured Creditors: Mr. Luc Despins, PHV

For Puerto Rico Fiscal 

Agency and Financial 

Advisory Authority: Ms. Carolina Velaz Rivero, Esq.

Mr. John Rapisardi, PHV

Mr. Mauricio Muniz Luciano, Esq.

 Mr. Peter Friedman, PHV

Mr. William Sushon, PHV

For the Government

Development Bank: Ms. Maria Trelles Hernandez, Esq.

Ms. Suzzanne Uhland, PHV

 Appearing in New York

For Ad Hoc Retiree

Committee: Mr. Robert Gordon, PHV

Mr. Landon Raiford, PHV

Ms. Melissa Root, PHV

For Siemens 

Transportation 

Partnership Puerto Rico: Ms. Claudia Springer, PHV

For Banco Popular de

Puerto Rico: Mr. John Dorsey, PHV

For ERS Secured

Creditors: Mr. Benjamin Rosenblum, PHV

Mr. Bruce Bennett, PHV

For Hon. Thomas

Rivera Schatz, et al.: Mr. Claudio Aliff, Esq.

Independent 

Investigator: Mr. David Farrington Yates, PHV

3

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 3 of 206
APPEARANCES CONTINUED:

For the GO Group: Mr. Donald Burke, PHV

Mr. Mark Stancil, PHV

For the Puerto Rico

House of 

Representatives: Mr. Israel Roldan Gonzalez, Esq.

For the Puerto Rico

Funds: Mr. Jason N. Zakia, PHV

For the American 

Federation of State,

County and Municipal

Employees: Mr. Manuel Rodriguez Banchs, Esq.

Proceedings recorded by stenography. Transcript produced by 

CAT.

4

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 4 of 206
I N D E X

WITNESSES: PAGE

 None offered. 

 

 

EXHIBITS:

 None offered. 

5

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 5 of 206
San Juan, Puerto Rico

July 25, 2018

At or about 9:39 AM

* * *

THE COURT: Again, good morning. Welcome, Counsel, 

parties in interest, members of the public, the press, those 

observing here and in New York and the telephonic 

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

and it's particularly good to be here on Puerto Rico 

Constitution Day to discuss matters that are of such 

importance to the future of Puerto Rico. 

I remind you that consistent with the court and 

judicial conference 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 

proceeding. 

Thus, all electronic devices must be turned off 

unless you're using a particular device to take notes or to 

refer to notes or documents that are already loaded on the 

device. All audible signals, including vibration features, 

must be turned off. 

No recording or retransmission of the hearing is 

permitted by any person, including but not limited to the 

parties or the press. Anyone who is observed or otherwise 

6

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 6 of 206
found to have been texting, e-mailing or otherwise 

communicating with a device from the courtroom during the 

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. 

So having finished my usual friendly greeting, I will 

call on counsel for the Oversight Board to begin with a status 

report, for which we've allocated 20 minutes. 

MR. ROSEN: Good morning, Your Honor. Brian Rosen of 

Proskauer Rose on behalf of the Oversight Board. I'll take 

the first half of that, Your Honor, and then turn it over to 

my colleague. 

Your Honor, with respect to the claims aspect, as you 

know, the bar date was May 29 of this year. And even today, 

while all of the claims, excuse me, have been logged in and 

time stamped, not all of the claims have been categorized or 

even scanned. And that is because the estimate, as of 

yesterday, was that over 173,000 claims were timely filed. 

They were date stamped. Even after that, Your Honor, we've 

already received 6,000 late filed claims. 

At this point, approximately 45,000 of those claims 

have been scanned in and categorized, and the amounts 

associated with those 45,000 are in excess of 32 trillion 

dollars. Those claims obviously are large claims, Your Honor. 

Many of them are claims filed by bond trustees. So they are 

7

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 7 of 206
significant because they cover the entire issue of the series 

that was -- excuse me, that was issued by the Commonwealth or 

PREPA or one of the other entities, that have been filed. 

There are other claims that have been filed, such as 

55 billion dollar claims that were filed by the Retirees' 

Committee and so on. Likewise, there are claims for tax 

refunds that have been filed by multitudes, as well as a lot 

of pension and retiree claims. 

You asked what the claims reconciliation process is 

going to be. Your Honor, at this time we formalized the 

retention of two claims agents to assist us in the analysis 

associated with those claims. 

Specifically, we've brought on -- the Oversight Board 

has brought on Deloitte and BDO to assist with respect to the 

PREPA claims that have been filed. And Alvarez & Marsal will 

be assisting with respect to the Commonwealth, HTA, ERS and 

COFINA. 

We intend to finalize those retention agreements this 

week and then file applications for those retentions with the 

Court hopefully as early as next week. We've also been 

working with the Unsecured Creditors' Committee and AAFAF with 

respect to procedures for the reconciliation of these claims. 

With respect to many of the claims that I already 

referred to, Your Honor, like tax refunds and the pension 

retiree claims, there are already administrative procedures 

8

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 8 of 206
that have been in place and have been followed for years by 

the government to process those claims. And like what was 

done in Detroit, in that case, Your Honor, we will attempt to 

continue to use that reconciliation process. 

With respect to other claims, Your Honor, we have 

been developing with the committee and AAFAF a process that is 

actually streamlined to have claims submitted to the parties 

for the purpose of mediation, and if not mediation resolving 

those claims, a very shortened form of determination by this 

Court or another court that we all determine is the 

appropriate way to proceed. 

We obviously don't want to be burdening this Court 

with over a hundred thousand claims, and so we're trying to 

come up with a process that will work best for everyone. At 

this point, we intend to include that procedure in a plan of 

adjustment, but obviously if that takes longer to get to, Your 

Honor, we will attempt to file those procedures with the Court 

and have that process move forward, even before we get to the 

plan of adjustment stage. 

With that, Your Honor, that is really where we are on 

the claim status. I will turn it over to Mr. Possinger to 

discuss where we are with PREPA. 

THE COURT: Thank you, Mr. Rosen. 

MR. ROSEN: Thank you. 

MR. POSSINGER: Good morning, Your Honor. Paul 

9

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 9 of 206
Possinger, Proskauer Rose, on behalf of the Oversight Board, 

and I will be providing the status update that you requested 

with respect to PREPA. 

And, Your Honor, I will start with the recent changes 

to PREPA's management. As I think the Court knows, during the 

week of July 9th, PREPA incurred the sudden resignation of two 

successive CEOs and five of its six board members. 

The Oversight Board was certainly alarmed by this 

unfortunate development, and we are concerned about the 

destabilizing effect that this could have on the operations, 

on the recovery, and ultimately on the transformation process. 

We are informed by PREPA's advisors that PREPA's management is 

functioning and that operations are continuing in the ordinary 

course of business. 

On July 23rd, Monday of this week, Jose Ortiz began 

his tenure as the new executive director and CEO of PREPA. 

Mr. Ortiz has experience in both the public and private 

sector, and has previously held leadership positions in the 

government of Puerto Rico under administrations of both major 

political parties on the island. 

Additionally, Mr. Eli Diaz Atienza has been appointed 

to the PREPA board. Mr. Diaz Atienza is the executive 

director of PRASA, which is the water utility. 

And Ralph Kreil Rivera has also been appointed to the 

PREPA board by the Governor. Mr. Rivera is a professional 

10

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 10 of 206
engineer with over 30 years experience, both in Puerto Rico 

and the Caribbean region, and he's a former president of the 

college of engineers of Puerto Rico. 

The Governor is working right now on identifying 

candidates for additional independent director positions of 

PREPA. And in the meantime, Filsinger Energy Partners and 

Ankura Consulting are continuing to provide day-to-day 

operation support and support for the privatization and 

transformation process that's currently under way. 

With respect to operations, power has now been 

restored to over 99.5 percent of power customers on the island 

since the hurricanes. The current average weekly generation 

delivered to the power grid is at 95 percent of prehurricane 

levels, and approximately 84 percent of the large transmission 

lines on the island are fully operational. 

With respect to the cash position and PREPA's 

liquidity, currently PREPA has approximately 299 million 

dollars in its operating accounts, and that includes 174 

million dollars of outstanding borrowings under the 

Commonwealth DIP financing facilities. 

Your Honor may remember, the DIP financing facility 

was a revolver that converted to term loan at the end of June, 

and so any amounts that are now repaid on that loan can no 

longer be reborrowed. Last week PREPA repaid approximately 

126 million dollars on the DIP financing loan. However, in 

11

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 11 of 206
the last four weeks, the average weekly cash collections have 

been approximately 62 million dollars per week, which we're 

advised is enough to service most of the operational expenses 

of PREPA and is a substantial improvement over where we were 

last February when we did the hearings on the DIP financing 

facility. 

THE COURT: Would you speak a little louder and more 

directly into the microphone? Apparently there's some trouble 

with the telephonic participants. 

MR. POSSINGER: Will do, Your Honor. 

THE COURT: Thank you. 

MR. POSSINGER: So I think as we indicated last 

hearing and is still the case, PREPA does not anticipate the 

need to seek further post-petition financing in the 

foreseeable future. 

Finally, Your Honor, with respect to the 

transformation process, the transformation process is 

underway. A brief update on milestones. There has been a 

market sounding process that was completed on schedule in mid 

June. That process confirmed that there is a significant 

amount of interest in the marketplace to do a privatization 

transaction or transactions with PREPA, and PREPA received -- 

PREPA and its advisors received constructive feedback upon how 

to structure and achieve a successful privatization and 

transformation of PREPA. 

12

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 12 of 206
Amendments to the public-private partnership law 

facilitating the transformation was signed into law in June. 

A new integrated resource plan is presently under production 

with Siemens, and that's a plan for capital expenditures and 

the mix of energy supply going forward in accordance with the 

fiscal plan. 

A regulatory working group and a blue ribbon panel 

with respect to energy regulation has been announced. The P3 

Authority, the Public-Private Partnership Authority, and PREPA 

have begun the necessary tasks to move forward on 

privatization transformation transaction, or transactions. 

And in the meantime, PREPA, through Filsinger Energy 

Partners and Ankura, are continuing to work with the Oversight 

Board to develop a fiscal year 2019 budget with the goal of 

certifying that budget by the end of this month. 

THE COURT: Thank you. 

MR. POSSINGER: If you have any questions on PREPA --

THE COURT: That was quite comprehensive. 

MR. POSSINGER: Thank you, Your Honor. 

THE COURT: Thank you. 

MR. DESPINS: Your Honor. 

THE COURT: Mr. Despins. 

Mr. DESPINS: Good morning, Your Honor. Luc Despins 

with Paul Hastings on behalf of the committee. Just on the 

proof of claim process, ten seconds. 

13

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 13 of 206
You'll recall that the committee asked, and I'll 

admit at the last minute, to extend the bar date by 30 days. 

THE COURT: Yes. 

MR. DESPINS: And you may have thought at the time, 

really? We're really going to extend this for 30 days? I had 

the same reaction initially. But just so you know, more than 

10,000 claims were filed between the original date and the new 

date, so I think that was a good thing. I just wanted to make 

sure you knew that. 

THE COURT: Thank you. And I'd also just like to 

take this opportunity to commend the court and Prime Clerk 

staff who handled the intake of claims by physical filers at 

the court locations. Particularly in the last couple of days 

of the process, there were literally thousands of people lined 

up here, and very heavy traffic in Ponce. And the staff of 

the clerk's office, working together with the people from 

Prime Clerk, went over and above to make sure that all of the 

filers were attended to as quickly and as respectfully as 

possible. 

People were out in the street in the sun with the 

filers taking papers to expedite the process. And so I want 

to publicly acknowledge and thank all of those who did that 

work in the process of claims filing. And it did turn out to 

be a very good thing that the extra time was afforded. And 

there continue to be people filing there. 

14

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 14 of 206
Mr. Rosen referred to the late claims. And so we are 

accepting whatever comes to the clerk's office. And there 

will be processes for evaluating and any objections or 

whatever to claims later, but we are making sure that there 

are facilities to respond to the people who have come. So 

thank you. 

The next agenda item is the status report on Siemens 

v. HTA, and the procedures that will be used for the Title VI 

and the resolution of the Siemens claim. In that connection, 

I've asked Judge Dein to lead that part of the discussion. 

Pardon us for a minute. 

HONORABLE MAGISTRATE JUDGE DEIN: We're not switching 

robes. 

MS. SPRINGER: Good morning, Your Honors, and thank 

you for your time today. I'm Claudia Springer from Reed 

Smith, and I represent Siemens Transportation Partnership 

Puerto Rico, which I will --

THE COURT: Ms. Springer, may I just ask you to 

project even a little bit more and maybe angle the microphone 

closer to you?

MS. SPRINGER: Sure. Please let me know if that 

works. Nobody's ever accused me of being soft spoken, Your 

Honor, so this would be a first. 

Your Honor, we have attempted to work with the 

defendants in this matter to come up with a joint resolution 

15

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 15 of 206
on a protocol and deadlines for both discovery and the trial 

on our matter. And unfortunately, we have not been able to 

come up with a meeting of the minds on that. However, I don't 

think we are that far apart. 

I guess the one sticking point here is that the date 

that the defendants want to start this process is a date that 

is still unknown, because it is the date that they file a 

Title VI, which as you may recall, has shifted about five 

times at this point.

It is now supposedly going to occur on August 6th. 

However, when we were before you a little bit more than a 

month ago, it was supposed to start on July 6. We are 

prepared to start the process tomorrow. And in fact, the 

papers that we filed on the status report, the T letter, can 

be tomorrow if Your Honor thinks that that will speed things 

up. 

What we don't want to see happen is that we're 

railroaded and not able to adequately prepare for and present 

our case. If we did start tomorrow, and we were given the 

amount of time that we have requested, which is roughly 100 

days, starting on the T date, that would take us till about 

the end of October, beginning of November. Not that different 

from what it will take if the date is actually August 6th and 

not again delayed by the GDB, in terms of filing the Title VI 

action. 

16

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 16 of 206
I think all of the dates that we've put in here are 

reasonable. It is the summertime, as everyone knows. It is 

not a great time to have clients respond to discovery requests 

and be present for depositions, but we nonetheless are 

prepared to do that. And prepared to, if necessary, work over 

the Labor Day weekend. However, we want to get started, but 

we want the amount of time that we think is necessary to 

adequately prepare our case. 

HONORABLE MAGISTRATE JUDGE DEIN: I understand GDB 

wants to speak from New York; is that correct? 

MS. TRELLES HERNANDEZ: Your Honor, if I may? 

HONORABLE MAGISTRATE JUDGE DEIN: Yes. 

MS. TRELLES HERNANDEZ: Good morning. Maria Trelles 

from Pietrantoni Mendez & Alvarez on behalf of GDB on this 

matter. 

What we'd like to do is turn this over to Ms. Uhland 

for an overview of where we are in the Title VI, because 

obviously that has an impact on the Siemens case, and then 

address any Siemens specific issues here. 

HONORABLE MAGISTRATE JUDGE DEIN: Let's do it that 

way.

MS. UHLAND: Thank you, Your Honor. Suzzanne Uhland 

of O'Melveny & Myers on behalf of AAFAF and GDB. 

Your Honor, at this point, GDB and AAFAF do 

anticipate launching the solicitation of the GDB qualifying 

17

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 17 of 206
modification and commencing the Title III over the next few 

weeks. 

At this point, the solicitation materials have been 

submitted to the Oversight Board, and we are awaiting 

confirmation of the delivery -- information delivery 

requirement as set forth in 601(f) of PROMESA. We are 

awaiting confirmation that that has been satisfied. 

Siemens has requested that the commencement date 

occur no later than August 17. We expect that we will be 

launching sooner than that, but at this point, since we have a 

gating item, which is this approval from the Oversight Board, 

we cannot definitively commit to a launch date. But again, we 

do expect to be proceeding within the next few weeks. 

The other item I wanted to point out to the Court is 

that we intend, when we commence the Title VI, to file a 

procedures motion, and in that procedures motion, you know, 

set forth a schedule. And parties would have the opportunity 

to object to our procedures motion. 

We set out a timetable in the status report, and we 

actually realized it has a glitch in it, because we have the 

hearing on the procedures motion occurring after some of the 

dates by which things, you know, would need to occur. But I 

don't know whether at this juncture the Court wants to walk 

through what the schedule would look like, since it is -- you 

know, we have not filed the procedures motion or launched the 

18

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 18 of 206
Title VI yet. It seems like we're maybe getting ahead of 

ourselves here. 

HONORABLE MAGISTRATE JUDGE DEIN: So I guess, to both 

of you, maybe it makes sense to have the two speakers at the 

microphones. It's the Court's preference to have this all 

teed up, ready to go at the November Omni, which is November 

7th. 

At that point, it would either be an evidentiary 

hearing, you know, give or take a day, or argument on a 

summary judgment type motion. Briefing for that should be 

done the week before, which is October 31st. And that's all 

the briefing. All right. I think that fits in with both of 

the proposed schedules. It shortens it. 

If August 17th was the start date, I think that comes 

out to T plus 82. So it's somewhere in between. I think it 

makes the most sense now to assume that it's going to be done 

in the context of a Title VI, as everybody's agreed. And I'm 

assuming that you can either reach an agreement regarding what 

happens to this 13 million dollars in the interim or file a 

motion on it. 

And we can make an official ruling, but I think 

everybody's agreeing, at least for now, that that money isn't 

going anywhere during this process. And both sides seem to 

have agreed to that, so I think that's fine. 

There was a question on what rules of procedure 

19

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 19 of 206
should govern, and it seems there doesn't seem to be a real 

objection on that. We'll have Bankruptcy Rule 9014 applying. 

If you can agree on other Federal Rules, fine. If not, file a 

motion and we'll deal with it. 

All of this is on the assumption that the outside 

date is August 17th. If the outside date passes, we'll have 

to re-evaluate this, because we would really very much like to 

have it by November, but we also recognize the need to have 

discovery, so -- 

MS. SPRINGER: Your Honor, thank you very much. I 

mean, we definitely would like it to end by that November 

date, and we are happy to work backwards. And, you know, if 

we need to shorten some of our dates and they need to lengthen 

some of theirs, that's fine. 

What I fear is further delay. So if we can have -- I 

mean, we don't have a problem having this litigated within the 

Title VI, as long as the Title VI is going to be actually 

filed, and filed sometime very soon, because as Your Honor 

knows, we've been hearing the same story for months and 

months. And we heard it last month. Now we're hearing it 

again about, you know, within a few weeks.

So we want assurance that our matter is, in fact, 

going to be heard within the near future and is going to be 

litigated through discovery within the next -- certainly 

within the next few months. 

20

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 20 of 206
HONORABLE MAGISTRATE JUDGE DEIN: So I think what 

makes the most sense, and tell me if I'm wrong, is that this 

proposal to have it heard at the November Omni assumes an 

outside date of August 17th. If that doesn't appear to be 

happening, file something and we'll figure out how to either 

start it or end it at a different time, but that's the 

timeframe. 

I think that's sufficient time for all the discovery, 

and it should fit into the schedule proposed by GDB for the 

qualified modification process, as well assuming an outside 

date of August 17th. And what I'm hearing from GDB is that 

that should be attainable, at least as of now. 

And it sounds to me like more steps have been taken. 

The process is further along today than it was at the last 

hearing. So assuming that that's happening. If not, file 

something at the beginning of August, you know, when you have 

a sense, by August 6th, if this isn't happening and we'll 

reassess the schedule at that point. 

MS. SPRINGER: Your Honor, one more thing based upon 

what you're saying. I get assurances from GDB that they will 

advise me at the beginning of August whether it looks like 

they are going to make that date of August 17th or sometime 

beforehand so I'm not told on August 17 -- actually, I find 

out from looking at the docket that, in fact, the Title VI has 

not been filed. 

21

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 21 of 206
HONORABLE MAGISTRATE JUDGE DEIN: Does GDB want to 

comment? 

MS. TRELLES HERNANDEZ: Your Honor, yes. Again, 

Maria Trelles for GDB. 

We can advise Siemens as to the progress of the Title 

VI filing on the same day that we advise everyone else on that 

progress. So it will be the same deadline for everyone. 

I do want to take just a moment, if Your Honor would 

allow me, to address one specific point. Just that the Title 

VI is farther along than what it was some time ago. We do 

think it's important to note that discovery is farther along 

than it may be in some other cases, because Siemens already 

took Rule 2004 discovery here. 

So GDB has made a substantial production of documents 

and made one deposition from its chief restructuring officer 

available. Even so, we have considered Siemens' position, and 

in order to move things along, we are willing to continue 

supplementing that discovery while the Title VI gets teed up 

just so that discovery -- Siemens has more time for discovery. 

And then it can use that within the Title VI once it files its 

objection. But that way it minimizes the risk of any delays 

affecting Siemens. 

HONORABLE MAGISTRATE JUDGE DEIN: I appreciate that. 

And I appreciate that you've been working together, but again, 

all I can do is sort of evaluate the proposals that I have. 

22

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 22 of 206
So the proposal that I have assumes a start date of August 

17th. Let's -- it sounds like that's reasonable as of now, 

and -- 

MS. TRELLES HERNANDEZ: Yes, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: -- until proven 

otherwise, I'm going to assume that happens. 

MS. SPRINGER: Thank you, Your Honor.

MS. UHLAND: Thank you, Your Honor. And we do 

believe that's reasonable, and we will certainly aim for that 

date. 

MS. DALE: Your Honor, Margaret Dale, Proskauer Rose, 

for the Oversight Board. 

Just one point, Your Honor. Siemens began an 

adversary proceeding in HTA's Title III. That -- the Motions 

to Dismiss were fully briefed in that action. And at the last 

Omni, the Court made it clear that the Siemens claim should be 

handled in the Title VI, and we're supportive of that. But we 

did want to remind the Court that the adversary Complaint in 

HTA's Title III will have to be resolved at some point. 

HONORABLE MAGISTRATE JUDGE DEIN: Thank you. 

MS. DALE: You're welcome. 

HONORABLE MAGISTRATE JUDGE DEIN: You've added to my 

guilt list. 

THE COURT: Well, to that, assuming that we are going 

forward with resolving this claim within the Title VI, within 

23

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 23 of 206
the time frames that we've discussed or roughly those time 

frames, I have been working on the assumption that there will 

be a withdrawal of the Complaint and/or the Motion as the 

mechanism for resolving that adversary proceeding. 

Is that a reasonable working assumption? 

MS. SPRINGER: We had not thought about exactly how 

we were going to do this, Your Honor. We understand that 

there will be -- as soon as the Title VI is filed, we will be 

filing an objection, which will look very similar to our 

Complaint. So everybody has notice of what is happening, you 

know -- has had notice, frankly, of Siemens' claim. 

There may actually be more extensive remarks or 

statements in the objection than even existed in the 

Complaint. However, because of the way this is being teed up, 

which was not known at the time of the filing of the 

Complaint, of course we will be filing an objection, but 

again, it will look very similar to the Complaint. 

And if it's -- certainly if it's appropriate at that 

time for us to withdraw the Complaint, we can withdraw the 

Complaint. But I don't want to make any promises yet. I want 

to see how this shakes out with the filing of the Title VI and 

when. 

THE COURT: So would you all consent to our formally 

entering an Order staying that adversary at this point, 

without prejudice of course, to lifting of that stay on the 

24

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 24 of 206
adversary if things go sideways in terms of coordinating with 

the Title VI process or there is other appropriate cause for 

lifting that stay? 

MS. SPRINGER: As long as that language was in there, 

that it wasn't going to prejudice us and that we could move 

the Court to reopen or to -- 

HONORABLE MAGISTRATE JUDGE DEIN: Lift the stay. 

MS. SPRINGER: -- lift the stay at that point. And 

as I said, I'm hoping that we will be able to have 

constructive dialogue with the defendants, all of them, but 

especially GDB regarding when that Title VI is going to be 

filed. 

Up until now, we have not found out until, frankly, 

the actual date it was to have been filed that it was not 

going -- that it was being delayed again. So I'm hoping that 

by the beginning of August, we will have been told whether or 

not it is going to be filed by August 17. 

THE COURT: We will enter something to that effect. 

MS. DALE: Thank you. 

THE COURT: If there is consent. 

MS. DALE: There is consent to the stay from the 

Board and HTA's perspective. 

Your Honor, I was just informed that there has been 

additional progress, I guess, in terms of the Title VI. The 

Board has acknowledged the disclosure materials. That 

25

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 25 of 206
acknowledgment was sent to AAFAF and to GDB earlier this week. 

So again, that's moving forward as well. 

THE COURT: Very good. Don't all go away. 

MS. TRELLES HERNANDEZ: Your Honor, on behalf of GDB, 

of course there's no objection to staying the adversary, and 

counsel here for AAFAF --

MR. MUNIZ LUCIANO: Good afternoon, Your Honor. 

Mauricio Muniz of Marini Pietrantoni Muniz on behalf of AAFAF. 

We would support that Stay Order. 

THE COURT: Thank you. 

MS. TRELLES HERNANDEZ: Your Honor. Your Honor, if 

that is all on our part, we would appreciate if you could 

excuse us from the hearing. This is all we had. 

HONORABLE MAGISTRATE JUDGE DEIN: You will be 

excused, but not yet. 

MS. TRELLES HERNANDEZ: Okay. 

HONORABLE MAGISTRATE JUDGE DEIN: I guess maybe it 

makes sense to do something a little more formally on the 13 

million dollars. And from the -- I'm not understanding 

frankly the real distinction between what everybody's seeking 

here. It seems as a practical matter, until the qualified 

modification is ruled on, that the 13 million should not be 

moved, but I don't really understand whether that's disputed 

or not. 

MS. SPRINGER: Well --

26

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 26 of 206
HONORABLE MAGISTRATE JUDGE DEIN: I know from your 

point of view it's not, so I guess it's more of a GDB --

MS. SPRINGER: Your Honor, I think there is some 

level of clarification that I need to provide. It -- when we 

prepared the status report, and since we were obviously not in 

agreement on the scheduling of the Siemens litigation, 

vis-a-vis the Title VI, we simply wanted to make sure that 

until that litigation is concluded, whether it's when the 

qualifying memorandum has been approved, not approved, 

whatever, we want to make sure that that money remains intact. 

So in other words, if it were the case that the 

qualifying memorandum was approved, but the litigation for 

whatever reason was not over, we want to make sure that that 

13 million dollars does not leave the bank, which we think 

should not be a problem, because this, after all, is a 

multibillion dollar RSA. 

It cannot be, I hope, anyway, that that 13 million 

dollars will make or break the success of that Qualifying 

Memorandum and that RSA. So all we ask for is that that money 

stay intact, at the bank, until this Siemens litigation has 

concluded, whether it's before or after or on the same date as 

the Qualifying Memorandum is ruled upon. 

MS. TRELLES HERNANDEZ: Your Honor, GDB has 

represented it will hold at least 13 million in cash until the 

qualified hearing has been held. At this point, we think 

27

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 27 of 206
that's a sufficient representation. 

The expectation is that this will end with a 

qualified modification hearing, but if, as the process moves 

forward, it is necessary to enter into a different agreement 

or make a different representation, we can consider that later 

on. At this point, again, the expectation is that this will 

all end with the qualified modification approval hearing. 

The monies that GDB holds in general -- the 13 

million are part of all the money that GDB holds. They're 

not -- they're subject to severe restrictions for 

disbursements. GDB is not generally disbursing monies. It 

has to go through a process to disburse, and it has to be for 

very specific things, essential services. And it has to go to 

the Board. 

So the monies GDB has, we expect that it will have 

them, roughly the same proportion, the same amount that it has 

right now, by the time of the qualified modification hearing. 

THE COURT: Well, the schedule that GDB had proposed 

literally says, as you just did, that it will be held until -- 

MS. TRELLES HERNANDEZ: Yes. 

THE COURT: -- the date of the hearing. This is 

expected to be a contested hearing. The ruling may not be 

instantaneous, although I understand that it is one of some 

urgency. 

And so at a minimum, from the Court's perspective, I 

28

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 28 of 206
need a clear commitment that the hold will be through a 

determination of the Qualifying Modification Motion, whether 

that's the same day, two days later or whenever is consistent 

with the overall timetable. 

I think that I heard Ms. Springer make a further 

request and I'm not precisely sure I understand how she would 

identify her end point, but from the Court's perspective, at a 

minimum, it would need to be until a determination of the 

Qualifying Modification Motion. 

MS. TRELLES HERNANDEZ: And I -- we would have no 

issue withholding the monies until the determination by the 

Court, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: And then without 

prejudice, I assume --

THE COURT: Yes, without prejudice to a request for 

extension, if that's deemed necessary. 

MS. SPRINGER: Yes. Your Honor, I think you 

understood what I was saying. I should have said it more 

artfully, but I believe with what we're concerned about -- and 

the reason this was highlighted in our papers is because we 

didn't know whether there would be a -- necessarily be a 

decision on the Siemens' matter at the same time as a decision 

on the qualifying modification. 

So we didn't want to run into a situation where the 

qualifying modification would be decided upon first and 

29

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 29 of 206
Siemens' situation was not resolved at that point. 

THE COURT: Well, it has been my understanding, and 

please correct me if I'm wrong, that the Qualifying 

Modification Motion is being cued up in such a way that the 13 

million -- the GDB is seeking approval of inclusion of the 13 

million in the amounts to be restructured under the RSA, so 

that a resolution of Siemens' claim to that 13 million would 

be necessary in order to resolve the Qualifying Modification 

Motion. Is that correct? 

MS. TRELLES HERNANDEZ: Yes, Your Honor. That's 

correct. 

HONORABLE MAGISTRATE JUDGE DEIN: So there's an 

agreement then that it will stay, at least through a ruling on 

the qualified modification hearing, and that's without 

prejudice to Siemens' right to seek to extend that. 

MS. TRELLES HERNANDEZ: Yes, Your Honor. Until the 

resolution, qualified modification. 

MS. DALE: And just one point, Your Honor. I'm sorry 

to keep this going, but we just want to make clear that the 13 

million dollars is not segregated in some account right now at 

GDB. It is part of the GDB estate, so to speak, and it will 

remain, as counsel have just agreed, but there isn't -- it 

isn't separated and segregated at this point in time. 

THE COURT: I think --

MS. SPRINGER: That may be the case, but that's the 

30

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 30 of 206
nub of the problem here, Your Honor, right? What was told to 

Siemens and what is happening in actuality --

HONORABLE MAGISTRATE JUDGE DEIN: We understand that 

that's the issue. I think the bottom line that's coming down 

is if Siemens prevails, there will be 13 million dollars to 

pay them. 

MS. TRELLES HERNANDEZ: Yes, Your Honor. We know. 

And Ms. Dale is perfectly correct, as I said earlier, GDB 

holds all of the monies together, and these 13 million are 

part of all of the money. So it's part of the liquidity. 

HONORABLE MAGISTRATE JUDGE DEIN: The other question 

that came up in our review of the GDB's proposed Title VI 

timeline is given the commencement and the very short period 

by which people need to file their Notice of Intention to 

Object. How are you getting notice of the notice period out? 

THE COURT: Since there's a seven-day deadline after 

the filing date, how does that work as a practical matter? 

MS. TRELLES HERNANDEZ: I'll tee this up to 

Ms. Uhland in New York.

MS. UHLAND: Yes, Your Honor. 

What we propose to do is the day that we file, that 

we launch the GDB and the solicitation and upon commencement 

of the Title VI, we intend to file something with the court, 

the Procedures Motion. We also intend to host that on EMMA, 

which is the public securities -- it's like an SEC filing for 

31

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 31 of 206
municipal securities. So we will, in fact, be doing a very 

broad notice. 

We are also intending to do a publication notice of 

the -- well, actually not for that particular deadline. We 

were going to do that for the notices to object. We intend to 

do public notice. But for the standing -- the reason for the 

intention to object is to try to resolve the standing issues 

and to try to understand who's going to do objections so that 

standing objections could be raised. It's not trying to -- so 

that's the purpose for that particular deadline. 

So we're open to, you know, the Court's views on a 

better way to do that, but we were just trying to figure out 

how do we handle the standing objections without forcing 

people to do full-blown objections early in the process. 

THE COURT: So let me just first ask again about 

logistics. You're filing this Procedures Motion; you're 

anticipating a hearing after the filing of objections to the 

Procedures Motion; but at the same time, you're proposing firm 

deadlines in advance of the hearing. And indeed, one deadline 

even in advance of the objection to the Procedures Motion. 

So are you planning on day one to be asking me to 

sign an Order that sets that seven-day deadline, and the 

14-day deadline and the 21-day deadline? Will you include 

alternatively in the disclosures on the RSA a notice that this 

timetable is going to be proposed and that I'll be asked on 

32

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 32 of 206
the first day to sign an Order setting the timetable? I 

just --

MS. UHLAND: Your Honor, what I think we should do, 

given what the Court has stated with the November date, you 

know, assuming an early August filing is -- yes, we did assume 

that we would reach out to you when we filed to get a schedule 

for the procedures hearing. And we would ask for that, have 

the Court Order that schedule. 

Given the timing, you know, moving it out to 

November, I believe that as part of the Procedures Motion, we 

will ask you to set a date for this intention to object for 

the standing hearing, so we don't have to have that date 

occurring before the procedures hearing. 

I think we can move that date so that the Court -- 

set by the Court when the Court makes the procedures, enters 

the procedures Order. 

THE COURT: All right. Well, clearly you're thinking 

through the mechanics of it, and so we'll await the more fully 

developed proposal. But I wanted to put those issues on the 

table in terms of effective notice, operative Court Orders, 

and a meaningful ability of the targets of those deadlines to 

appreciate the deadlines and react in a timely and appropriate 

way.

MS. UHLAND: Yes. We will take that into account, 

Your Honor. Thank you. 

33

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 33 of 206
THE COURT: Thank you. 

HONORABLE MAGISTRATE JUDGE DEIN: I think we're 

done. 

THE COURT: Oh, Mr. Despins. 

MR. DESPINS: I'm sorry. This is not directed at 

Siemens at all. Your Honor, Luc Despins for the Creditors' 

Committee. 

As I mentioned at the last hearing, we have some 

concerns about the GDB restructuring. We are in discussions 

with Ms. Uhland. The concern I have is I think you mentioned 

in the last hearing that you would not be available for a 

hearing in August. I think I recall something along those 

lines. 

THE COURT: The end of August, the last ten days or 

so of August, into the beginning of the Labor Day weekend. 

Not until after the Labor Day weekend. I'm not expecting to 

be asked to have a full-blown hearing on September 4th with 

briefing that comes in during the last week of August. 

MR. DESPINS: Okay. So I think that's going to -- if 

we cannot reach an agreement, there's likely to be a lot of 

legal turbulence with this between the Committee and the 

debtors. So I -- so I am concerned about -- so you're saying 

that you are available for the first 15 -- I don't want to put 

you -- 15 days or so in August, or is that generally the time 

frame? 

34

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 34 of 206
THE COURT: I think it is -- just one moment. I 

believe it is that I am relatively scarce starting in mid 

August --

MR. DESPINS: Okay. 

THE COURT: -- and I am not available period from 

about the 23rd or 24th, but give me just a minute to look at 

my calendar. 

Okay. So really the -- hold on a minute. So I am -- 

I have diminished ability to deal with major matters starting 

the week of the 13th of August. 

MR. DESPINS: Okay. 

THE COURT: And I will just simply not be able to 

hear anything from the 24th of August until just after Labor 

Day. 

MR. DESPINS: Okay. Thank you, Your Honor. We'll 

have to coordinate with --

THE COURT: You'll have to coordinate. But why can't 

your objections to procedures or objections to the Title VI be 

handled within the proposed structure of objections to 

proposed procedures, objections to procedures, standing 

issues, the litigation structure that Ms. Uhland and 

Ms. Trelles-Hernandez have spoken about here? 

Are you expecting you want to create something 

different for your issue? 

MR. DESPINS: I mean, we're still formulating our 

35

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 35 of 206
legal strategy, but I'm not sure -- I mean, when would that 

take -- can that take place? I mean, we will object if we 

can't reach an agreement in August. The question is if 

there's a need for a hearing. That's my concern, is that if 

you're not -- but I understand. 

THE COURT: Well, their proposed timetable puts a 

hearing on the procedures at 27 days out from their T date, 

which is not going to be the first of August, as I understand 

it. 

MR. DESPINS: Okay. 

THE COURT: So that puts that in early September. 

MR. DESPINS: Okay. I'm sorry. That's fine. 

THE COURT: Okay. Thank you. 

MR. DESPINS: Thank you. 

HONORABLE MAGISTRATE JUDGE DEIN: That's one way to 

get rid of the cases. 

THE COURT: Yes. I'm sorry. I just dropped my 

device. 

HONORABLE MAGISTRATE JUDGE DEIN: Is there anything 

further on Siemens? 

MS. SPRINGER: I don't think so. Thank you, Your 

Honor. 

MS. TRELLES-HERNANDEZ: Thank you, Your Honor. 

THE COURT: So that concludes the Siemens matter. 

And the next matter on the agenda as printed is the 

36

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 36 of 206
2004 Motion continuation, but we actually are first going to 

take up the Exit Plan Motion. And then we'll segue from that 

into 2004, because there are some issues that are likely to 

carry over. 

So first, have there been any further developments on 

agreed changes to the Proposed Order in response to the 

objections since the Reply filing? 

MR. YATES: Your Honor, first of all, David 

Farrington Yates at Kobre Kim for the independent 

investigator. 

THE COURT: Good morning, Mr. Yates. 

MR. YATES: Good morning. How are you? 

THE COURT: Very well. 

MR. YATES: We have proposed certain changes in 

response to the Committees' objections, and I will refer to 

both the Retirees' Committee and the Creditors' Committee as 

"committees" as I talk about the issues, unless they have 

different positions which would be important for me to 

distinguish. 

So what we had proposed, and it's specifically with 

respect to access to the independent investigator's materials, 

and specifically with respect to information that's on top of 

what we've already provided pursuant to the earlier Orders 

from Judge Dein, with respect to our access to the GDB 

database, custodians, search terms, et cetera, have been 

37

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 37 of 206
provided. And we've also done the same with respect to 

Popular and Santander. 

Those three entities, if the Court recalls, were 

subject of the original motion for 2004 examination, which was 

since renewed. So from our perspective, essentially what the 

committees should be receiving, pursuant to agreements reached 

with us and agreements reached with GDB specifically, are 

productions of non-privileged materials, and also productions 

of privilege logs. 

With respect to the documents that have been provided 

to us by GDB, the Court may recall that under PROMESA, we have 

access, by statute, to their materials log. And so some 

material has been provided to us that is classified as highly 

confidential, attorneys' eyes only. 

We understand that GDB and AAFAF have provided or are 

in the process of providing a privilege log to the committees 

to identify what those documents are. So that's a long way of 

saying, in addition to the information that we've already 

provided, we will also provide a date range with respect to 

any searches. We'll put that into the depository. We would 

also put in any other privilege logs that we have received. 

And then finally, it seems that much of the 

discussion from the committees was very much focused on our, 

the independent investigator's, written notes and summaries 

from its witness examinations and when we spoke with 

38

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 38 of 206
disclosing parties. And so what we proposed was, to reserve 

all rights, we have taken the position that these are our work 

product. They also are subject of attorney-client 

communication. 

Among other reasons, they should be withheld as 

privileged. However, we will hold on to them through what 

we've defined in our motion as the cooperation period, which 

is a period to June 1, 2019, whereby the investigator has 

agreed to sit and talk on request from the committees, from 

the debtor, from regulators, from the United States Trustee to 

discuss the report after it's published, and reserve all 

rights that if anyone, the committee, says that they would 

like to gain access to those materials, that they have to come 

to court and demonstrate need. 

We think right now that doing more, without the 

benefit of the report being published, is really putting the 

cart before the horse. And so a number of the requests that 

were made by the committee specifically we thought were 

misplaced, because they are essentially demands that are 

better informed after the report is published. And we're 

still on track to do so in August, August 15. 

And so these procedures, I think, are the best 

manifestation of the planning and structure of a way for us to 

publish our report, resolve any issues regarding disputes on 

confidentiality of information that we intend to publish in 

39

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 39 of 206
our report, turn over information that's been provided to the 

investigator along the way by third parties, and third parties 

other than Santander, Popular and GDB, by agreement to do it 

on a voluntary basis as opposed to an involuntary 

subpoena-like process. 

And then ultimately, to allow for the investigator to 

publish the report and exit, agreeing to cooperate for a 

period of time, and ultimately to serve its function, 

discharge its obligation on behalf of the special committee of 

the Board to investigate the issues for the benefit of the 

people of Puerto Rico. 

And that report is going to contain the manifestation 

of our investigation, our choices with respect to strategy, 

who we talk to, et cetera. That will all be reflected there. 

So at this time, as far as changes to the Proposed 

Order, we stand essentially by the procedures that we 

proposed. We think that they are balanced. We think that 

they are reasonable, particularly with respect to expectations 

of third parties that provided information to us in 

cooperation, and so they are entitled by agreement to keep 

that information private. 

We think that trying to gain access to these 

materials through an Exit Procedures Motion, affirmative 

relief is misplaced. I think that the Creditors' Committee 

has said they want access now. The Retirees' Committee has 

40

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 40 of 206
said, we want access to everything subject to a negative 

notice process whereby everyone would receive notice and they 

would have to file an objection ten days after any sort of 

Order was entered with respect to the Exit Procedures Motion. 

And so ultimately, we think that puts on its head the 

expectations of the party. And also the parties put on its 

head what we were trying to accomplish in an efficient and 

economic way, to get the report done as quickly as possible, 

cover the issues that we needed to cover, provide for 

confidential treatment of information, and ultimately put 

everything in one place, where on demonstration of need, and 

also as part of that, justification of cost would be made 

available. 

THE COURT: Thank you. It seems to me, then, that 

the objections that were essentially rejected by the 

independent investigator as reflected in the Reply Brief have 

not been -- there hasn't been any change of positions on 

those. So that unless the committees are withdrawing those 

objections, I will still need to rule on them. 

MR. YATES: Yes, Your Honor. 

THE COURT: And so before I hear from the committees, 

I'd like to preview for everyone that I have reviewed very 

carefully the submissions. I'm prepared to walk through the 

rulings on the disputed issues, issue by issue, but I want to 

give you an overview of the direction. 

41

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 41 of 206
So in general, my intention is to have uniform 

procedures to which the committees will be subject, 

substantially in the form of the structure that the 

independent investigator has proposed. 

Issues as to discovery of particular information 

would be dealt with in the 2004 context, and/or requests 

through the procedures, because there is some overlap there. 

And that's one reason Judge Dein is going to be taking up 2004 

issues after we finish this discussion. 

The procedure timetable will be sped up a little bit, 

with an explicit provision for application to the Court for 

expedited litigation timetables as was described in the Reply 

Brief, but not documented in the Proposed Order that was 

attached to the Reply Brief. 

The investigator would be required to preserve all of 

its material that's not going into the repository during the 

cooperation period, not just witness interview notes, because 

frankly, it's not clear to me, and I think it wasn't clear to 

others what the universe of quote, unquote, privileged 

materials not going into the repository consists of. 

So that forbearance agreement or obligation should 

apply to all of the investigator's files through the end of 

the cooperation period, which is the earlier of the dates 

stated, and confirmation. 

My inclination is to make that date stated a year 

42

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 42 of 206
from the filing of the report as opposed to two years from the 

commencement of the Commonwealth's Title III, since it did 

take a while for the independent investigator's process to get 

started. So my intention is to make that date August 16th of 

2019, without prejudice to applications in advance of that 

date on a showing of good cause to extend that date. But the 

stated date would be August 16th of 2019. 

So would anyone like to make remarks in response to 

that general description of my approach before I go to 

particular rulings and textual changes? I'm just trying to do 

this in the most efficient way possible. 

MR. YATES: Sure. Your Honor, I just had one 

question. So when you described the outside date of August 

16, 2019, you mentioned adjustment. And so I wanted to be 

clear, the way we've structured the deadline for the end of 

the cooperation period is through a date certain, or unless 

the investigator's engagement is terminated. 

THE COURT: I thought you had said it was the earlier 

of confirmation and June 1st, unless the investigator's 

engagement is terminated early. So I guess there are sort of 

three conditions built into that, one of which is a date 

certain. So I was proposing to change that date certain to 

August 16 from June 1. 

MR. YATES: Sure. So we had only said date certain 

for our termination. The committees introduced the concept of 

43

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 43 of 206
confirmation of a Plan of Adjustment for a particular debtor, 

and so that's why I was asking the question. I don't want 

there to be any confusion about what the end date will be for 

the cooperation period. 

And so I would suggest, the way we drafted it was a 

date certain, which would now be August 16, 2019, unless the 

investigator's engagement is terminated soon. 

THE COURT: So just one -- and so your Proposed 

Order, document 3666-1 says, and this is on page nine of the 

ECF filing, page eight of the document itself, it says, "Until 

at least June 1, 2019, or confirmation of a plan of adjustment 

for the Title III debtors, whichever is earlier, unless the 

engagement of the independent investigator by the special 

investigation committee is terminated sooner," to which I had 

intended to add, "and subject to extension upon a timely 

application to the Court and a showing of good cause." 

MR. YATES: Your Honor, I stand corrected. We did 

modify that in response to input that we had from the 

committee. So what you're proposing is fine from the 

independent investigator's perspective. And if a plan of 

adjustment is confirmed earlier, that would be a termination 

date, too. So I'm sorry if I was confusing you and confusing 

the Court. 

THE COURT: Thank you. 

And so do the committee representatives or other 

44

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 44 of 206
counsel want to make general remarks or shall I -- yes, sir. 

MR. RAIFORD: Good morning, Your Honor. Landon 

Raiford, Jenner & Block, for the Retirees' Committee. 

THE COURT: Good morning, Mr. Raiford. 

MR. RAIFORD: I think before we go into kind of our 

point-by-point breakdown, maybe if we could get some 

clarification, you mentioned that your intention was to 

expedite the timetable for gaining access to the document 

depository. 

I was wondering if you could provide a little more 

detail, because it may resolve our objection on that, 

depending on what the Court's thoughts are at the moment. 

THE COURT: All right. The all access -- there would 

be no pre-report release access, but the ten-day period 

timetable would be shortened so that those -- hold on one 

second. I'll try to do this in a logical way, orderly way. 

So on the Proposed Order, ECF page seven, printed 

page six, in subsection 14(D), the first ten business day 

period from the notice by the neutral vendor to targets of the 

request as to what the request is remains the same. But since 

that's a fairly generous period, the meet and confer period 

regarding objections is shortened to five days, and the 

timetable for filing a motion, if necessary, is shortened to 

five additional days. 

HONORABLE MAGISTRATE JUDGE DEIN: Business days. 

45

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 45 of 206
THE COURT: Business days, yes. 

It's all still in terms of business days. There will 

be an express provision that expedited proceedings may be 

scheduled with the approval of the Court if an objection is 

filed. And for clarification, you'd say that "to the extent 

that no timely objection is asserted," or if no motion is 

filed, then the neutral vendor promptly makes the requested 

documents available. 

So if there's an objection to ten percent of the 

documents that are requested, the other 90 percent go right 

away and it's only the ten percent that will be withheld 

pending potentially expedited resolution of an objection that 

will be filed earlier than the timetable that was proposed in 

the Proposed Order. 

MR. RAIFORD: Perfect. Thank you. 

So for me, that's the only question I had, generally 

speaking. I will be back, I'm sure, to address the 

blow-by-below account in a few minutes, but I'll turn the 

podium over to anyone else who wants to address their general 

thoughts. 

THE COURT: Thank you. 

Mr. Despins. 

MR. DESPINS: Do we understand from your preliminary 

thoughts that you are rejecting the -- clearly the automatic 

production? We understand --

46

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 46 of 206
THE COURT: Yes. 

MR. DESPINS: But the automatic notice, deemed notice 

that both committees want everything that's in that file -- 

THE COURT: Yes. 

MR. DESPINS: -- I trust it was simple to put that in 

the Order to say, okay, you're all on notice. We want 

everything that's in there. That starts the clock running. 

We don't see any harm to those parties. 

Normally what the examiner gets in a Chapter 11, the 

committees get at the same time. The only issue they could 

have, the parties, is confidentiality, which is a pretty very 

straightforward issue to resolve. 

They can't argue burdensome. They've already 

produced the documents. 

THE COURT: Well, I don't believe it's an undue 

burden on the committees to require the committees to have the 

report in their hands for at least 45 seconds before they make 

an affirmative determination that they need and want to ask 

for everything. 

MR. DESPINS: Okay. 

THE COURT: You can make that request at 90 seconds, 

which will trigger the determination of whether there will be 

objections. And I'm sure that since you have given all of us 

notice many times, that your default position is going to be 

asking for everything, that the Oversight Board and the major 

47

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 47 of 206
third-party producers should be on notice and in the thought 

process as to what their intended objections would be. 

MR. DESPINS: Okay. Thank you, Your Honor. 

THE COURT: And so with that, let's turn to 

specifics. 

So there are a number of objections that dealt with 

document access. So for clarity, the first objection that 

I'll address is the request that the committees receive access 

to the entire depository with the ten-day notice period. I 

just spoke to that generally with Mr. Despins. 

That objection is overruled. The same request 

procedures would apply to everyone with the speeding up of the 

timetable that I went over a few minutes ago. 

MR. YATES: Yes, ma'am. 

THE COURT: All right. Then the second issue is -- 

I'm sorry. Mr. Yates, did you wish to speak to the speeded up 

timetable? 

MR. YATES: No, ma'am. The timetable is reasonable. 

Thank you. 

THE COURT: Thank you. And the second was that the 

depository should include document requests, objections and 

privilege logs. The independent investigator has agreed to 

include the privilege logs. I am overruling the request for 

inclusion of objections without prejudice to the use of other 

discovery tools. 

48

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 48 of 206
Does anybody want to yell at me about that? All 

right. Yes. Mr. Raiford. 

MR. RAIFORD: I don't want to yell. I don't think 

that's going to get me very far. We would ask you to maybe 

reconsider that position. And the reason for that is while it 

is very important for the committees to know what the 

investigator asked for, and we are grateful that the 

investigator has agreed to share that with us, it is just as 

important that we have the flip side of that coin. 

Because we may know what the maximum universe could 

have been, but if we don't know what the producing parties 

actually did in response to that request, we don't truly know 

what the investigator has or what kind of that middle ground 

is that the investigator asked for but never received, because 

clearly that would be the type of information that the 

committees would rule to come in on their own discovery and 

seek. 

And so I think it would be very helpful. It's going 

to make the process -- after the investigator is done, it's 

going to speed that along. It's going to save costs and time 

for everyone. And I don't quite see the distinction between 

why it's okay for the -- or why the investigator should and is 

very comfortable with giving us information about what they 

requested, privilege logs, how they limited the date ranges of 

their requests, but they have a big problem with the idea of 

49

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 49 of 206
us just seeing what the parties that they subpoenaed or that 

they were talking to, their responses back to the 

investigator. 

To us, that doesn't go to the heart of the 

investigatory process at all. It simply gives us a complete 

picture of what we're dealing with, is going to help both my 

committee, the Retirees' Committee, and the UCC take advantage 

as quickly and efficiently as possible once the report is 

filed on August 15. 

THE COURT: Thank you. 

Mr. Yates. 

MR. YATES: Sure, Your Honor. The difference is, is 

that the discussion between us and the disclosing party is 

ultimately going to be manifested in the final report. And so 

from our perspective, whether there's a need or not, or no 

need to understand if, in fact, there was some sort of 

discussion or what the investigator may or may not have agreed 

to or rejected, I think should be framed in the context of 

seeing the report. 

And so I really don't -- and when you talk about 

what's a date range, what's a search term, et cetera, we have 

provided that information. This does start to drift into our 

strategic choices, and what it is we decided to incorporate or 

reflect in the final report. 

And that's why it should stand and others should not 

50

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 50 of 206
really gain any additional access into our thinking and 

decision making about what goes in and what stays out. 

THE COURT: Well, my impression was that this request 

went more to understanding the third-party documents aspect of 

the repository rather than the report exhibit, report 

inclusion-specific choices of the investigator. 

Having said that, I read the investigator's 

submissions as indicating that the process of resolving 

objections was one that was iterative, and interactive, and 

didn't involve simply the service of a Rule 34 type request 

and the receipt of objections to the Rule 34 request with item 

numbers that there -- at least to a certain extent, and 

perhaps to a great extent, were discussions that resulted in 

the production of whatever was produced. So that if there 

were such documents, it wouldn't be a complete record. 

And if the investigator were, you know, asked to kind 

of recreate some description of what happened, that would 

invade the area that the investigator considers work product 

protected. 

Did I understand your submissions or am I off? 

MR. YATES: No. You understood our submissions. And 

that -- I may have said it inartfully and perhaps as a 

shortcut, but that's exactly what I'm talking about. We 

issued relatively few subpoenas, and so this process of 

receives an objection, et cetera, really didn't happen. 

51

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 51 of 206
And so if, in fact, there were discussions with 

parties and we were choosing what to pursue or what not to 

pursue, again, that drifts into, as you say, the iterative 

process, and we believe that's privileged. 

And there's really no demonstration of need until we 

see the report, because I think they're only going to be 

interested in figuring out if we included something or asked 

about something, if they have a question about the report. 

Again, the report starts the process. 

THE COURT: So given the -- I'm sorry. Mr. Despins, 

did you want to say anything before I finalized my ruling? 

MR. DESPINS: Not on this issue, Your Honor. 

THE COURT: All right. So given the nature of the 

process, the representations as to the nature of the process, 

and what the documentation would be, if it exists at all, and 

the work product issues, and -- I overrule the objection. 

So the next is related, that the investigator should 

disclose objections and withdrawn document requests. For 

substantially the same reasons, that objection is overruled 

without prejudice to a request for assistance from the 

investigator in accordance with the exit plan procedures and 

burdens. 

Then the next that I have is that the investigator 

should not be allowed to destroy non-depository documents, 

including witness notes. And as I indicated in my general 

52

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 52 of 206
remarks, I will require that the investigator forbear from 

destroying all documents for the entire cooperation period, 

which is extended to August 16th of 2019. 

And for specific text edits on that, I'd ask you to 

turn to page six first of the ECF document, which is page five 

of the Proposed Order, in paragraph ten. I ask you to -- 

let's see, in the second sentence, delete the words from 

"witness interview notes" through "special investigation 

committee." And after the words discard or delete, add "any 

such documents and information." 

So that the middle sentence will read, "The 

independent investigator shall not exercise any right to 

discard or delete any such documents and information during 

the cooperation period as defined below." 

And the extent of any such documents is, all 

documents and information that have not been transferred to 

the document depository as described in the preceding 

sentence. 

And then I'd ask you to turn to page nine of the ECF, 

which is paragraph 16(A), and in paragraph 16(A), change June 

1st to "August 16th of 2019." 

HONORABLE MAGISTRATE JUDGE DEIN: I think we need B, 

also. 

THE COURT: Okay. Great. So it's an August 16 date, 

and substituted for June 1st in subparagraphs A and B. And 

53

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 53 of 206
then at the end of subparagraph A, before the parenthetical 

reference to the cooperation period, add, comma, "and subject 

to extension upon a timely application to Court and a showing 

of good cause." 

MR. DESPINS: Your Honor. 

THE COURT: Mr. Despins. 

MR. DESPINS: I have a specific question on that 

paragraph. 

THE COURT: Hold on until Mr. Yates can make the 

microphone available, since the others have to hear. 

MR. DESPINS: There's a provision in these two 

paragraphs that says that -- it says, "Unless the engagement 

of the independent investigator is terminated sooner." I want 

to make sure that what you've added is an override over 

that -- let's state the following scenario. The Board 

terminates the engagement of the investigator September 1st. 

I mean, that's the end of it? Or do we still have the 

ability -- or do we still have until a year after that? 

I need to understand what takes precedence in those 

various provisions. 

THE COURT: My intention is that there be an ability 

of a requesting party to make a request for an extension of 

any of these alternative deadlines. Before the deadline, as 

to the ones that are objectively obvious, like dates on the 

calendar coming up, and confirmation, which will be a process, 

54

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 54 of 206
to the extent the Oversight Board pops up one day and says 

we've terminated the engagement, then it would have to be made 

promptly in relation to that announcement. 

MR. DESPINS: So should we put a provision saying the 

Oversight Board shall or -- provide 15 days notice of any such 

termination so that we can do something about it? 

HONORABLE MAGISTRATE JUDGE DEIN: How about having 

them hold the documents for 15 days after termination to allow 

somebody time to file a motion? 

MS. DALE: Your Honor, Margaret Dale again for the 

Oversight Board. 

We have no intention of terminating the cooperating 

again, the independent investigator, at least for one year 

following the issuance of the report. So if that helps --

THE COURT: So that would take us to August 16th, for 

that event anyway? 

MS. DALE: Yes, ma'am. 

THE COURT: Very good. Thank you for clarifying 

that. 

Mr. Yates. 

MR. YATES: Yes, Your Honor. Just one clarification. 

Actually, two. Sorry. So with the language you're giving us, 

we'll need to make some conforming changes, if not referred to 

specifically. 

THE COURT: Very good. 

55

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 55 of 206
MR. YATES: I'd like authority and direction to do 

that. And then secondly, we just want to be clear, I know the 

Court is very focused on August 16, 2019, as -- for the year 

from when the report is published. With that, what we would 

suggest is make it a year from the date the report is 

published, because that may drift a day or two. 

So I just wanted to alert the Court to that issue, 

without raising alarm, that if you are fixed on one year, it 

may not be on August 16. 

THE COURT: All right. So you'd prefer to use 

formulaic language as opposed to a particular date? 

MR. YATES: One year from publication. 

THE COURT: That's fine. And I appreciate your 

making conforming changes throughout. 

MR. YATES: Thank you. 

THE COURT: All right. So the next -- I'm sorry. 

Did you wish to speak further, Mr. Yates? 

MR. YATES: No, ma'am. 

THE COURT: So next on my list is the request that 

the investigator disclose GDB related information and 

responses. Mr. Yates spoke to the general universe of GDB 

related materials that are being included in the depository, 

and any remaining GDB issues should be dealt with in the 

context of the Rule 2004. So there will be no change in the 

Proposed Order in that regard. 

56

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 56 of 206
Next was the request by the committees for access to 

unredacted versions of all of the document depository 

documents. That objection is overruled without prejudice to 

requests under the regular procedures. That will be 

established by the Order, so there is no change in the 

Proposed Order. 

Next is the request that the investigator disclose 

whether pre-final report meet and confers led to exclusions 

from or changes to the report. That objection is overruled 

without prejudice to the committees' rights to pursue 

information requests under the Exit Plan procedures and/or 

Rule 2004. There will be no change in the Proposed Order. 

And then the committees had requested that the 

assistance period extend until January 2020. I have made the 

deadline a year from issuance of the report, and the Order 

will be changed accordingly. 

Then I just need the Oversight Board to confirm that 

the Oversight Board has no objection to the provision that the 

Order, the Exit Plan Order, will override any contrary 

provision and a plan of adjustment, which the Oversight Board 

has the sole power to propose in the first place. 

MR. BIENENSTOCK: Your Honor, Martin Bienenstock for 

the Oversight Board. We're fine with that. 

THE COURT: Thank you. 

And so as to the request for investigatory documents 

57

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 57 of 206
that were provided by GDB to the regulators, that is overruled 

with respect to Exit Plan provisions. And so any requests 

that are not considered or understood to be covered by the 

document depository should be directed to GDB and/or to FINRA 

and the SEC if you want to go in that direction. And also, we 

have the Rule 2004 process, and Judge Dein will be discussing 

that in a few minutes. 

I think that takes me through my catalog of 

unresolved objections to the Exit Plan, but give me just one 

moment. 

And so the other proposed provisions of the Order to 

which there were no objections, including the extension of the 

PROMESA 105 exculpation provision to the special investigator 

are approved. And so my request is that the independent 

investigator's counsel revise the Proposed Order to conform to 

the changes that we've discussed here on the record and file 

it on presentment. 

MR. YATES: We will, Your Honor. Thank you. 

THE COURT: Thank you. So the motion is granted as 

explained on the record. 

MR. YATES: Thank you. 

HONORABLE MAGISTRATE JUDGE DEIN: Could you wait one 

minute now? 

MR. YATES: Sure. 

HONORABLE MAGISTRATE JUDGE DEIN: So I just want to 

58

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 58 of 206
understand the documents that were provided to SEC, FINRA and 

OCIF. Are you -- what is your proposal with respect to those 

documents that were provided by GDB as opposed to SEC's own 

documents? 

MR. YATES: Sure. So our proposal for documents with 

respect to GDB is that if they are simply -- we will return 

anything that's been characterized as highly confidential or 

for attorneys' eyes only. And then any other documents that 

are not confidential will be put into the depository. 

HONORABLE MAGISTRATE JUDGE DEIN: So are those going 

to be included in the privilege log then? 

MR. YATES: So what's going to be included in the 

privilege log are going to be the documents, as I understand 

it, that are being withheld as privileged. My understanding 

is that GDB and the committees have reached a separate 

agreement where documents that are produced to us, that are 

considered privileged, will be produced to them -- I'm sorry, 

that are characterized as confidential, but not highly 

confidential, nor for attorneys' eyes only, will be produced 

to them. 

So this issue, it shouldn't really be an issue as far 

as the committees are concerned. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. So with 

respect to the documents that were provided to you from the 

financial -- from the government agencies -- 

59

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 59 of 206
MR. YATES: Right. 

HONORABLE MAGISTRATE JUDGE DEIN: -- they're still 

going into the depositories if they were GDB documents? 

MR. YATES: No, ma'am -- I just want to make sure I 

heard your question. 

HONORABLE MAGISTRATE JUDGE DEIN: So this is my 

concern: As I understand it, you got some documents, let's 

say, from the SEC? 

MR. YATES: Right. 

HONORABLE MAGISTRATE JUDGE DEIN: Those included GDB 

documents that you didn't then get from the GDB -- 

MR. YATES: Uh-huh.

HONORABLE MAGISTRATE JUDGE DEIN: -- because you had 

them already from the SEC? 

MR. YATES: Uh-huh. 

HONORABLE MAGISTRATE JUDGE DEIN: But those are the 

type of documents that would otherwise be in the depository if 

they had come to you from GDB? And I want to make sure those 

documents are in the depository. 

MR. YATES: Sure, Your Honor. My understanding, 

based on our review, is there really aren't those kinds of 

documents that would fall within this questionable category. 

The information that we got from the regulators was pursuant 

to their exercise of the regulatory authority, and under 

PROMESA, we are entitled to see that. Others are not. 

60

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 60 of 206
And so they suggested an approach, much like the 

Court has already delivered, which is if you want that 

information, go directly to the SEC, FINRA, OCIF or other 

parties, but not through the investigator. 

And so I think it should be clear that if somebody 

wants documents from GDB, they can look in the depository, see 

what's there, and if they think they need something else, then 

the exit procedures would allow for them to make that request 

directly to GDB. 

HONORABLE MAGISTRATE JUDGE DEIN: Thank you.

THE COURT: And I actually realized I had one little 

technical point in the document of the Proposed Order, which 

is that in paragraph 14(C), I think you need a definition of 

the term Notice, with a capital N. And I assume you would 

want to put that in the second line following the reference to 

the neutral vendor providing a notice, since you used Notice, 

with a capital N, later on in the formula. 

MR. YATES: Yes, ma'am. Thank you. 

HONORABLE MAGISTRATE JUDGE DEIN: And the other, the 

next items, I guess group of items, which I don't think are 

very large, but these are the information that the committees 

requested now, which would be the Board materials, the D&O 

policies and the like, some of which, as I understand it, are 

in the -- are going to be in the depository. 

How does that work? And is there a way to put them 

61

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 61 of 206
in there where they're easily located? 

MR. YATES: So those documents -- we have received 

board minutes. They have been classified and characterized as 

highly confidential, because they are privileged. Therefore, 

they would not be turned over to the depository. They would 

be returned to GDB. 

HONORABLE MAGISTRATE JUDGE DEIN: And they would be 

on the privilege log, then? 

MR. SUSHON: Your Honor, Bill Sushon of O'Melveny & 

Myers for AAFAF, as representative of GDB. The GDB board 

minutes have been provided as highly confidential and 

attorneys' eyes only to the investigator in an effort to 

hasten their access to the materials. 

We are currently reviewing them document by document 

for privilege. Some portion of those documents will be 

redesignated, so they will be made available directly to the 

committees under our agreement with them. Other documents 

will be withheld as privileged or redacted. And anything that 

is withheld or redacted will be logged on a 

document-by-document basis, so it will be very clear to the 

committees what they have and what has been withheld. 

HONORABLE MAGISTRATE JUDGE DEIN: So while I have 

you, then, let me go over the items. And then I'll hear from 

the committees. The D&O policies. 

MR. SUSHON: The D&O policies have not been produced 

62

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 62 of 206
to the investigator. We think that it's inappropriate for the 

committees to have access to those. 

Do you want to hear argument on that now, Your Honor? 

HONORABLE MAGISTRATE JUDGE DEIN: No. 

MR. SUSHON: Okay. 

HONORABLE MAGISTRATE JUDGE DEIN: I love saying 

that. 

MR. SUSHON: It makes me happy, too. 

HONORABLE MAGISTRATE JUDGE DEIN: And then the 

retention policies. 

MR. SUSHON: The retention policies have been 

produced to the committees. In fact, they had retention 

policies before they requested them. 

HONORABLE MAGISTRATE JUDGE DEIN: And then the bond 

bibles, I understand they were produced; is that correct? 

MR. SUSHON: That's correct, Your Honor. They have 

bond bibles. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. From the 

committees, is there any specific documents you want to 

address? 

MR. DESPINS: Luc Despins with Paul Hastings for the 

committees. I guess we're into the 2004 motion now? 

HONORABLE MAGISTRATE JUDGE DEIN: Yes. 

MR. DESPINS: Okay. Well, there were three types of 

items. So the Board minutes, because if I understand 

63

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 63 of 206
correctly -- because they said we should not get the Board 

minutes, it was burdensome. Now what we're going to get is a 

privilege log with all board minutes that are being withheld? 

HONORABLE MAGISTRATE JUDGE DEIN: No. As I 

understand it, they're being reviewed. So some of them will 

be produced that are not privileged. Some of them will be 

produced in a redacted form. And others will be identified as 

privileged. 

MR. DESPINS: But we will have -- so therefore, GDB 

is withdrawing its objection that this is burdensome. They 

are actually going to do one of these three things, which is 

either produce them, or withhold because they're privileged, 

or redact them in part. So I want to make sure that's clear. 

MR. SUSHON: That's correct, Your Honor. 

MR. DESPINS: Okay. So now we can move on to the 

other issue, which is the D&O policy. The only thing that was 

said about this is that it's inappropriate. They cite no case 

law. 

Judge, this is like in every 2004 we do, and I've 

done a lot of these over the years. We always ask for the D&O 

policy, because that tells you the value of your asset, 

meaning your asset is a cause of action. 

If there's a five million dollar policy as opposed to 

a 500 million dollar policy, that's a huge difference in the 

claim, and, therefore, that's why the courts have Ordered the 

64

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 64 of 206
production of D&O policies. And we've given counsel yesterday 

cites to this, but to the extent there's any doubt about this, 

there's the Roman Catholic Church case, which is 513 B.R. 761; 

the Lincoln North Associate case, 163 B.R. 403; and there is 

another one, Lufkin, which is 255 B.R. 204. 

And the point, though, is that they cite no case for 

this, that it's inappropriate. They say it's inappropriate 

because -- there's no because there. They just said it's 

inappropriate. They don't want to produce this. It can't be 

burdensome, right? 

These policies are 20 pages long. They know where 

they are. So there's no burdensome. It's purely that they 

don't want -- that someone from GDB doesn't want to produce 

those. And it's just standard fare, Your Honor. And that's 

why courts have Ordered the production of policies, of D&O 

policies. 

The next item was this issue that we talked about, 

which was the various reports obtained by the investigator 

from the SEC. And so we understand, the investigator does not 

want to give to us what he got from the SEC. We got that. 

There's no reason why GDB can't produce that to us. And it's 

the same thing for the financial institutions. 

HONORABLE MAGISTRATE JUDGE DEIN: Well, I'm not sure 

whether that is true. I'm not sure what kind of documents 

that we're speaking about. Some of them are going to be, I 

65

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 65 of 206
assume, covered by the Bank Secrecy Act and the like of 

documents that can't be publicly disseminated. 

MR. DESPINS: But that's then subject to 

confidentiality. 

HONORABLE MAGISTRATE JUDGE DEIN: Having litigated 

that more than I want to admit, I'm not sure -- there are 

limitations. But to the extent that there are GDB documents 

that are just about the financial condition of GDB, that are 

otherwise regular documents, I would expect them to be in the 

room, in some form. 

MR. DESPINS: So to be clear, Your Honor, what we're 

saying is that if they produce something to the SEC, that's 

what we want to see. Or SEC, as an example. I mean, it could 

be other agencies. That cannot be burdensome, because they've 

already produced it. 

And it's the same thing for the financial 

institution. What they produce to the SEC or to other 

regulatory bodies, it's easy for them to produce that because 

they've already produced it once. There's plenty of courts 

that say it in 2004 context, that once an entity has already 

made a production to a third party, that the burdensome 

argument goes out the door, because they've already produced 

it. They just have to push the button and recreate the same 

production. 

The only issue is confidentiality. We already have 

66

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 66 of 206
confidentiality provisions or agreements in place. So that 

issue, I don't see how that can be an issue. 

So I understand the examiner -- or sorry, the 

investigator does not want to share with us what he got 

directly from the SEC. We respect that. We understand that. 

But the targets, which are the financial institutions and GDB, 

have no such protection in the sense that whatever they 

produce is not burdensome, produced to those agencies is not 

burdensome, and there's no basis not to give it to us. 

And I want to say this, Your Honor. You notice that 

we're very targeted, Board minutes, these documents produced 

to third parties and the D&O policies. There's a whole other 

issue which we have not brought to the Court yet, which is 

that the examiner -- sorry, the investigator saw thousands of 

documents, but is only giving us what was printed, meaning 

what they decided to print. 

We're not burdening the Court with that today, but I 

want to make sure this issue is not waived. Right now we're 

very targeted in what we're seeking. And the reason why we're 

targeting it is because we believe that these document, the 

Board minutes, will help us have an even more targeted follow 

up. So I want to make sure that that issue is not lost. 

Thank you, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: Okay. 

MR. SUSHON: Your Honor, Bill Sushon from O'Melveny & 

67

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 67 of 206
Myers. 

Your Honor set forth a process for the committees to 

get documents that were shared with the investigator, review 

those documents, and then make a determination as to whether 

they wanted more. And they're showing that they're entitled 

to it, and that it makes financial sense to do that. 

By way of this informative motion which requests 

relief, which is something an informative motion should never 

do, they're trying to short-circuit that process. And as 

we've already seen with some of their requests, they were 

looking for documents they already had. And if they'd bother 

to review them instead of trying to create disputes with AAFAF 

and GDB, they would know they had those documents instead of 

wasting the Court's time and the parties' time on these 

issues. 

So these requests are improper in that respect. 

They're improper because it's in the form of an informative 

motion and not a motion to compel. But the request for the 

D&O policies is also unjustified here. There's no question 

that D&O policies can be subject to discovery, and that 

they're an appropriate subject for discovery under certain 

circumstances. But here they are not. 

And the reason for that is that the UCC does not 

represent creditors of GDB. The UCC represents creditors of 

the Commonwealth. So they need to identify some kind of a 

68

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 68 of 206
claim that they would bring on behalf of the Commonwealth 

against GDB that would tap our GDB's D&O's, that would tap 

those policies. They haven't done that, Your Honor. They 

haven't even tried to do that. 

We know from the Oversight Board's submission to the 

Court that the Oversight Board intends to bring claims that 

belong to the Commonwealth. They'll be doing that. That's 

not for the UCC to do. We also know that the Commonwealth 

owes GDB, on a net basis, nearly 900 million dollars. 

So there would have to be some kind of massive claim 

before you would ever get into a situation where the D&O 

policies could possibly be relevant. It's just not 

appropriate in these circumstances, Your Honor. 

As for document productions to regulators, they 

should first look and see what they have in -- from the 

documents we've given them. And if they think that there are 

documents missing, we think it would be much more efficient, 

Your Honor, for them to identify the documents they think we 

should give them, and then we can discuss those. But to 

simply ask for productions to the SEC, productions to other 

regulators, some of which may be subject to bank examiner or 

other privileges, it just doesn't seem like the appropriate 

path to us. 

HONORABLE MAGISTRATE JUDGE DEIN: Let me deal with 

them separately. So for the board minutes, you're reviewing 

69

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 69 of 206
those and you've discussed and those will be produced, or at 

least identified? 

MR. SUSHON: Correct, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: The D&O Policies, I 

think, is just premature. Let's see what the report is. You 

can renew the request after the report comes. But I don't 

want to mess up the procedure that we've set up, which is that 

you should review the report and then request documents in the 

context of something. 

The documents to the regulators, though, what I'm -- 

what I want to be able to address is that there were documents 

that were normally requested by the investigator, which would 

have been in the room if they had come directly from GDB. But 

if they are not there because they came from the SEC, I think 

the committees have the right to those documents, because they 

fit within all the other types of documents that would have 

been -- that have been in the room and have normally been 

produced to the committees. 

I don't know the easiest way to get them into the 

room. 

MR. SUSHON: Your Honor, I don't know what the 

investigator requested or received from regulators. I have 

absolutely no insight into that. That's something that the 

investigator undertook on its own, so I can't speak to whether 

there are any documents that even fall into that category. 

70

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 70 of 206
It really does seem as though the appropriate path 

here is for them to review what they've got, and then if there 

are documents that they think they need, then they can go 

through the process that the Court has already described. It 

just doesn't seem like this is an appropriate way to approach 

this issue. 

HONORABLE MAGISTRATE JUDGE DEIN: I'm just trying to 

make it the easiest way, because I know the committees are 

going to stand up here and say, how do we know what we can ask 

for if we don't know what the documents are. 

So you don't have to stand up and say it. I know 

you're going to say it. Maybe to the investigator, maybe 

that's -- I'm just trying to make it within the context of 

what we've already been doing, which is GDB has allowed access 

to all the documents that it -- non-privileged documents that 

it turned over to you, it has given to the committees. 

I feel like maybe there's this group of documents 

that you can identify that maybe GDB can produce to the 

committees or put in the room. 

MR. YATES: Sure. So my understanding is that the 

investigator would not have received any other documents from 

a third party, not the SEC, that hadn't been produced by that 

third party to them. So I don't -- 

HONORABLE MAGISTRATE JUDGE DEIN: I'm sorry. Say 

that again. 

71

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 71 of 206
MR. YATES: So you're asking if there's -- the 

document that GDB produced to the SEC as an example that was 

delivered to us, that GDB or the committees somehow identify 

whether they should have access to that. 

And my point is, is that we would not have that 

document unless it was produced by GDB in the first place, so 

any third-party documents to the SEC, other than what they've 

generated and produced on their own as part of their process, 

came from third parties. 

So from our perspective, it is easiest, I think, to 

go to the disclosing party and say, what did you produce. 

That's going to capture all the documents that would be in the 

SEC's possession it's my understanding. 

THE COURT: So you support the committees' approach, 

which is to ask for the SEC -- the production to the SEC or 

FINRA or whoever? 

MR. YATES: I think that would be the appropriate 

request. I do think, however, that request should be made as 

suggested within the context of the procedures, because we 

have seen circumstances where the committees have asked for 

information that they already have. And so I do think that 

the notion that it's inappropriate because they should look at 

what they've got first, and also take a look at the report to 

see what exactly is needed, is really the best way to proceed. 

So --

72

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 72 of 206
THE COURT: But you -- but these aren't documents 

that they would be able to get through the procedures 

identified as documents produced to the SEC, because you'll 

have given back to the SEC whatever you've got from the SEC? 

MR. YATES: That's correct. And that's our 

agreement with all of the regulators. Again, we are 

different. We have access according to PROMESA. And so we 

received information. 

If they're concerned with what was produced by a 

party to the SEC in response to a request, our view would be 

go ask the producing party. And my understanding is that 

would also be the position of the regulators, because whatever 

issues regarding confidentiality, et cetera, are best 

addressed by the producing party as opposed to a request 

directly to the regulator or a request directly to the 

investigator. 

HONORABLE MAGISTRATE JUDGE DEIN: But is there a way 

for you to work directly with GDB for you to identify those 

documents so GDB can then produce the documents into the room? 

Conceptually what I'm seeing is that there are documents that 

are sort of in the room that are coming out of the room. And 

that normally at the end of this, the whole point was that we 

don't redo it again and have the same big productions again. 

So if these are documents that you could have 

obtained from GDB, normally would have obtained from GDB as 

73

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 73 of 206
part of your investigation, but didn't obtain from GDB because 

you already had them from the agencies, I think they need to 

get into this room. 

MR. YATES: And so as everyone else is starting to 

talk about process, we would have just asked for anything and 

everything from the SEC regarding this particular issue. We 

would not have broken it into what's been produced by GDB, 

what has not been produced by GDB. It's what do you have 

about -- in response to this particular inquiry. 

So I don't think we have an ability to go through and 

do as you suggest. And so my kind of -- my reaction is that 

forcing GDB and the investigator to parse through something 

that's been produced by the SEC that they say pursuant to our 

agreement must be returned to them, because we got access to 

it under a different procedure, number one, you know, requires 

their consent before it's disclosed. 

And number two, again, I think it just directs us 

back to the producing party. The investigator wouldn't have 

anything that the producing party wouldn't have produced in 

the first place. 

HONORABLE MAGISTRATE JUDGE DEIN: Let me just ask 

you: Did you not obtain doc -- did you consciously not obtain 

documents from GDB that you already -- because you already had 

it from the investigators? 

MR. YATES: From the regulators? 

74

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 74 of 206
HONORABLE MAGISTRATE JUDGE DEIN: From the 

regulators. 

MR. YATES: No. That wasn't part of our -- I 

explained what our process was. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. Do you 

want to add anything? 

MR. SUSHON: No, Your Honor. I believe that that 

covers it. If there's no way to reconstruct what was in the 

room, then I think the appropriate process is for them to see 

what they have, and then we can meet and confer about any 

further requests that the committees may have. 

Thank you, Your Honor. 

MR. DESPINS: Your Honor, that was very helpful. I 

think you had a sense of what we've been dealing with for the 

last year. Either GDB has produced tons of stuff to the SEC, 

which would be really troubling, or they haven't. The point 

is they know that. So this thing of whether it's in the room 

or not -- we don't have any production that has been 

identified as being produced to the SEC. 

And by the way, we asked that a year ago exactly, so 

it's not like this is a new thing that we're springing on 

through an informative motion. The 2004 Motion was adjourned 

to today. They know what they've produced to the SEC. We've 

asked for this a year ago. We're entitled to the production 

to any regulator that they've made. There's no ifs and buts 

75

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 75 of 206
about that. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. Let me 

comment on that. The whole point of this was for you to work 

through the investigator if you wanted additional documents, 

and if you wanted specific documents, so don't quote to me 

what you had in the initial 2004 request, all right? 

If these were things that you needed while this 

process was going on, you should have been working with the 

investigator, as I understand it, in these weekly telephone 

conferences or whatever. So let's just skip over that part of 

it. 

MR. DESPINS: But, Judge, we did that. 

HONORABLE MAGISTRATE JUDGE DEIN: But you're not 

concerned about the -- it's not that the document was produced 

to the SEC that makes it relevant. It's that the document 

exists that makes it relevant. 

So if I'm hearing that the investigator did not limit 

its request of documents to GDB because it already had the 

documents from the investigator, then the same documents may 

already be in the room. 

MR. DESPINS: No. No, Your Honor. You know why? 

Because they had access to all documents through their screen 

review. And of course if they had the document already, they 

could have said, we don't care about that. 

We're limited to a universe of 5,000 that they 

76

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 76 of 206
printed. Of course they wouldn't print something that they've 

already received from the SEC. That's the whole -- we've had 

this whole fight with them over, you know, we want to see 

these documents. They said, we're not going to share. 

This is not a new issue. It's been pending for six 

months, at least. They've always said, we have a relationship 

with the regulators, we cannot breach that. We said, that's 

fine, but in the meantime, we are entitled to any e-mail or 

any letter from the GDB to SEC that says, enclosed is our 

production at your request. 

We should have that. And they're not saying that 

they produced that to us. And frankly, there's no reason why 

the investigator would have put that in its 5,000 printed 

copies, because they already have those productions. 

And why is it so relevant? Because the SEC is not 

calling for production of documents on innocuous issues. 

They're usually very targeted, and they know what they're 

going after. And that's why I don't understand why -- they 

know what they produced to the SEC. They can do that in a 

nanosecond. Why can't we get those documents? 

HONORABLE MAGISTRATE JUDGE DEIN: Anybody want to add 

anything? All right. 

MS. DALE: Hi, Your Honor. Margaret Dale for the 

Oversight Board. 

The one thing I want to add is just to bring this 

77

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 77 of 206
back in perspective, now we're talking about the 2004. The 

2004 has a limited scope and intentionality behind it. The 

claims here, when the independent investigator issues this 

report, will be controlled and solely are the providence of 

the Oversight Board. 

And we have indicated in our statement in support of 

the investigator's motion that we intend to discuss with the 

committees the claims to be pursued, as well as AAFAF. But 

they belong to the Oversight Board. It is not clear that 

claims of a sovereign could be handled or given to a committee 

to be brought, or that the Oversight Board would consent to 

that procedure. 

So in terms of what the committees are seeking, we 

want to assist and be supportive of that, but we want to make 

sure that our position is on the record, that the claims will 

solely be controlled by the Oversight Board. 

HONORABLE MAGISTRATE JUDGE DEIN: Thank you. 

All right. I want to stick to the procedure that I 

set up last time, which is that the report will be issued -- I 

hear that it's on track. All right? I'll give you until 

August 16. Maybe a day or two, but we're on track, correct? 

MR. YATES: Yes, ma'am, we're on track. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. And 

then the committees can renew specific requests targeted to 

specific issues. Okay. But the Board minute issue needs to 

78

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 78 of 206
be addressed and produced before then. 

MR. SUSHON: Yes, Your Honor. 

HONORABLE MAGISTRATE JUDGE DEIN: All right. I think 

that covers my 2004. 

MR. YATES: Thank you. 

HONORABLE MAGISTRATE JUDGE DEIN: Thank you. 

MR. SUSHON: Thank you, Your Honor. 

MR. YATES: Your Honor, can we -- 

THE COURT: Yes. 

MR. YATES: -- the investigator be excused? 

THE COURT: Yes. Thank you. 

MR. YATES: Thank you, Your Honor. 

THE COURT: So our next agenda item is -- one 

moment. 

MR. ROSEN: Yes, Your Honor. It was in connection 

with the ERS, the Motion for Lift of Stay. 

THE COURT: Yes. 

MR. ROSEN: Again, Your Honor, Brian Rosen from 

Proskauer Rose. 

Your Honor, the Court entered an Order the other day 

where it announced that for reasons it would state on the 

record, this preliminary hearing would be continued to the 

final hearing to be held on September 12. 

We trust that that is what we'll be doing now, which 

is to listen to the Court, as to what your arguments are or 

79

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 79 of 206
your reasons are. The only point that we would like to raise 

with respect to that is under 362(e)(1), we would like to make 

sure that the automatic stay is continued beyond the 30 days 

from the conclusion of this preliminary hearing to the 

determination that the Court would make at the final hearing 

to be held on September 12th. 

THE COURT: Yes. 

MR. ROSEN: Thank you. 

THE COURT: And so my anticipated remarks cover those 

issues. And here they are. 

Section 362(d) of the Bankruptcy Code provides that 

creditors may seek relief from the automatic stay for cause. 

Section 362(g) places the ultimate burden of persuasion for 

stay relief motions on non-movants for all issues except for 

the issue of a debtor's equity in property. However, movants 

still retain the burden of making a showing of cause that is 

adequate to make out a prima facie case for the relief they 

seek. 

In the instant context, where stay relief is sought 

on the basis of a lack of adequate protection, that showing 

must include an initial showing of a diminution in the value 

of movant's collateral resulting from the effect of the 

automatic stay. Movants have not made such a showing in their 

submissions. 

As a result and in light of the pendency of the 

80

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 80 of 206
summary judgment motion practice concerning the validity and 

extent of the liens claimed by the ERS bondholders, the Court 

has determined pursuant to section 362(e)(1) that there is a 

compelling reason to treat the hearing today on this motion as 

a preliminary hearing. 

As noted in the Order that the Court has issued, the 

final hearing on the motion will be held at the next Omnibus 

Hearing in the Title III cases in September. 

Furthermore, the lack of a showing relative to 

diminution of the value of collateral by reason of the 

automatic stay leads the Court to conclude at this juncture 

that there is a reasonable likelihood that the party opposing 

relief from the stay will prevail at the conclusion of the 

final hearing within the meaning of Section 362(e)(1). 

The Court, therefore, Orders that the automatic stay 

will remain in effect pending the final hearing on the motion, 

which is now set for September 12, 2018, the date of the next 

scheduled Omnibus Hearing. 

So I think that covers the technical points, as well 

as the substantive reasoning. 

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

does. 

THE COURT: Thank you. 

Mr. Bennett. 

MR. BENNETT: Your Honor, we think the record in this 

81

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 81 of 206
case amply demonstrates the problem, which is that all of the 

collateral has been taken and been spent. Does Your Honor 

want declarations in advance of the final hearing? 

THE COURT: Well -- 

MR. BENNETT: I want to make sure we go forward 

adequately, because I don't think there's a question as to 

what is going on. I just want to make sure the record is 

satisfactory to Your Honor so that the burden does, in fact, 

shift where it belongs. 

THE COURT: Well, if you believe in light of my 

remarks that points you intended to make as to what the 

precise equity is that you claim and how it is that the 

automatic stay, as distinguished from anything else, has 

resulted in its diminution, we can do a schedule for any 

further supplemental submissions and a response to the 

supplemental submission in advance of the final hearing. 

So -- 

MR. BENNETT: Your Honor, absent -- well, again, I 

don't think these matters are disputed. The money that is our 

collateral now has been diverted to the Commonwealth, and 

every nickel of it has been spent. That's occurring because 

the automatic stay prevents us from doing something about it. 

THE COURT: And it never went into the hands of ERS 

because of the new structure, correct? 

MR. BENNETT: Correct. And we have an adversary 

82

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 82 of 206
proceeding that there's a Motion to Dismiss pending on, 

also -- 

THE COURT: Yes. 

MR. BENNETT: -- that seeks to deal with that as 

well. 

THE COURT: Yes. 

MR. BENNETT: But the fact is we can't do anything 

about that in any court, and we're not just dealing with 

monies from the Commonwealth, but we're dealing with monies 

from other municipalities and other corporations that are not 

in bankruptcy. 

So as I said before, I want to meet every technical 

requirement that Your Honor believes exists. And whatever 

they are, we're going to meet them, because the facts are, I 

think, extraordinarily well known. But I want to make sure we 

get the facts in front of Your Honor in a way Your Honor is 

comfortable with them. 

THE COURT: Well, the argumentation in the -- well, 

the opposition argumentation posits that the relevant 

collateral in the hands of ERS affected by the automatic stay 

is the money from which distributions have been being made. 

And they're the arguments about employee contributions, 

employer contributions and interest. 

So let me put it this way. Your papers don't 

identify precisely what relief you would be seeking, were the 

83

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 83 of 206
stay lifted and from whom --

MR. BENNETT: Okay. 

THE COURT: Would you like to speak to that? 

MR. BENNETT: I'm happy to, Your Honor. First of 

all, just to make it clear, we sought relief against both ERS, 

because we fully understand that they concede some property 

remains in ERS, we also sought relief of the stay in the 

Commonwealth case, because, I don't think this is disputed, 

the property that was in ERS is -- some property that was in 

ERS is now in the Commonwealth case. 

So as to what we would do if we had relief, we would 

take every step necessary to prevent the continuing 

expenditure of collateral in violation of our rights. Some of 

that is pursuing the litigation that is already pending in 

this court. 

There's one other claim that would be brought in this 

court. I keep forget -- remembering the statute name, but 

there's another claim for transferring property from one 

debtor to another debtor that can't be asserted until relief 

from stay is obtained. So that would be another claim that 

would either be part of the existing adversary proceeding or 

another adversary proceeding. 

And, of course, that would be an administrative 

claim, because all of the acts that resulted in the transfer 

of the collateral happened after the filing of the petition. 

84

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 84 of 206
And just so people remember, before the hurricane, before 

either of the hurricanes. 

But there's another whole area of potential 

litigation, which again, adequate protection would be better 

than any of this, but in the absence of adequate protection, 

we have to do our jobs. 

There are a large number of non-debtors that are 

obligated to make employer contributions that we believe our 

lien attaches to, and to enforce those liens, because they're 

not debtors, they're not before Your Honor, and we would 

likely have to go to other courts to enforce the liens. We 

fully would intend to do so. And again, in the absence of 

adequate protection, we're entitled to do so. 

So that's the relief that we would seek. And I don't 

think that's a mystery to anybody either. So again, we're 

going to have time. I want to make sure that there's -- that 

whatever format Your Honor wants to see it, if you want to see 

it in the form of an actual evidentiary showing through 

declarations, if you want additional allegations -- I think in 

our Reply, we pointed out that none of this is disputed. But, 

yes, the collateral is being diminished very significantly, 

every month. 

THE COURT: Thank you. 

It looks like Mr. Rosen wishes to speak. 

MR. ROSEN: Yes, Your Honor. Very quickly. 

85

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 85 of 206
Obviously there is a question that needs to be answered in all 

the things that Mr. Bennett was saying, and that question has 

to be answered by the Court. And so until that is done, I'm 

not sure Mr. Bennett can do any of the things that he is 

claiming that he is intending to do. 

But we would be happy to work with him with respect 

to a schedule for additional submissions, declarations, 

counter declarations, whatever he thinks is appropriate over 

the next few weeks. We're happy to do that. 

One other technical point I would like to add, Your 

Honor, is I know that Mr. Friedman may have already spoken 

with your chambers about the possible movement of September 

12th as the Omnibus Hearing date, because I believe it follows 

the Rosh Hashanah holiday the next day -- 

THE COURT: Yes. 

MR. ROSEN: -- and people may have difficulty 

getting to San Juan. But if, in fact, you wanted to have the 

ERS hearing, to adjust the ERS hearing, if you're not going to 

be moving everything off of that date, we're prepared to go 

forward with that, and even in New York, if that works better 

with all parties. 

THE COURT: Okay. I hadn't yet been in the loop 

about the possible moving of the date. 

MR. FRIEDMAN: I hadn't reached out. I was waiting 

to confirm with Mr. Bienenstock. But yes, I would appreciate 

86

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 86 of 206
if the hearing is not in San Juan on the 12th, because I would 

not be able to get down from Washington the night before. 

THE COURT: For anyone who didn't hear through the 

microphone, Mr. Friedman has confirmed that he was intending 

to ask and is now asking that the September hearing date be 

moved in order to mitigate the coincidence with the Rosh 

Hashanah holiday. So that's something that we will look into 

and work out in an appropriate way, and the continued hearing 

on ERS will, if necessary, be adjusted accordingly. 

So, Mr. Bennett, what I would ask you to do is, first 

of all, I have -- my assessment at this point is that the 

evidentiary record is not one that shows adequately the 

automatic stay linked diminution of collateral. 

And I recognize that a lot of this is bound up in 

theories of what is the security, and those are sub judice. 

And it is my expectation that we'll -- that we'll all know 

more about my thinking about those things before we come back 

for the final hearing. That is my intention. 

But in the meantime, you have the ability to clarify 

and supplement your record. And so I would urge you to speak 

with Mr. Rosen, come up with a proposed schedule, and I will 

expect to get a proposed schedule within the next -- say by 

the end of next week. So that gives you ten days to do that. 

MR. BENNETT: We actually might even have the entire 

submission done by then. 

87

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 87 of 206
THE COURT: Would you speak a little louder?

MR. BENNETT: We might even have the entire 

submission done by then. 

THE COURT: That will work, too. 

MR. BENNETT: Your Honor, I think what I'm hearing 

from Mr. Rosen is that we are going to be having an 

evidentiary hearing as the final hearing, because it sounds 

like they think there are disputed issues of fact. He 

mentioned counter designations. 

So it turns out that the 12th doesn't work for me 

either, but could we have a separate date so that we could 

actually have an evidentiary hearing? And it could be in New 

York. It wouldn't trouble me. But I think it would be very 

hard to do a full-blown evidentiary hearing in the context of 

what ordinarily happens on Omnibus days. 

THE COURT: Mr. Rosen. 

MR. ROSEN: Your Honor, I'm not saying that we could 

have -- 

THE COURT: Come closer to the microphone. 

MR. ROSEN: I'm sorry, Your Honor. I'm not saying we 

would have a full-blown evidentiary hearing until I know what, 

in fact, the allegations are. So we'll work with them. We'll 

determine what is appropriate. 

THE COURT: So your meet and confer shouldn't only be 

about scheduling. You should try to get to a bottom line as 

88

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 88 of 206
to whether there are disputed issues of fact that would have 

to be explored at an evidentiary hearing, as opposed to an 

agreed set of facts whose legal significance I need to 

determine. 

MR. ROSEN: Exactly, Your Honor. 

MR. BENNETT: And actually, I need to make clear for 

the record that we do not waive our rights to a hearing, to 

the final hearing being conducted within 30 days of today. So 

I understand Your Honor has an issue, but in the absence of a 

specific date that works, we believe we're entitled to relief 

in 30 days, if there's not a hearing. 

THE COURT: Well, I have made the 362(e)(1) findings, 

and the specific date, as we stand here right now, is 

September 12th or as soon thereafter as the parties can be 

heard. And you're going to work with telling me what dates 

will work for you all, and I'll look at my calendar dates, and 

we will work out the date as soon thereafter as the parties 

can be heard, since September 12 here appears not to work for 

a critical mass here. 

MR. BENNETT: We don't -- Your Honor, we do not 

believe that the finding that you made justifies an extension 

of the 30-day period, but if that's your ruling, we 

understand. We just want to make sure it's clear that we're 

not acquiescing. 

THE COURT: Thank you. I understand. 

89

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 89 of 206
MS. ROOT: And Your Honor, Melissa Root on behalf of 

the Retirees' Committee. 

I just want to make one point for the record, because 

Mr. Bennett represented that a number of things were not, in 

his words, in dispute. The Retirees' Committee certainly 

disputes that there has been any diminution in the 

bondholders' purported collateral or that that's been diverted 

in any way. I just want to make that clear for the record. 

THE COURT: Thank you. 

MR. ROSEN: Your Honor, I believe that concludes all 

the matters other than the two adversary proceedings. 

THE COURT: There's the 2019 amendment. 

MR. ROSEN: Oh, I'm sorry. I thought it was --

THE COURT: Yes. And so who is speaking in support? 

Is that Mr. Despins? 

MR. DESPINS: Yes, that's my motion. 

THE COURT: Yes. So Mr. Despins, please come. This 

is agenda item 11.4, the Creditors' Committee Motion to 

Clarify or Amend the Fourth Amended Case Management Order. 

And so before you speak, Mr. Despins, let me tell you 

that as to the scope of triggers for reporting, it does seem 

appropriate to me to clarify that reporting as to each debtor 

in whose case a Rule 2019(B) group files a pleading in a group 

or representative capacity is required -- is a change that we 

ought to make. 

90

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 90 of 206
So to the extent there was any doubt that the scope 

of 2019 obligation is as set forth in your proposal A, I will 

do that. But that trigger is a filing in a group capacity or 

in a representative capacity. 

So I had some concern about your general references 

to proofs of claim, if a particular creditor files its own 

proof of claim and it isn't purportedly a Rule 2019(B) group 

claim, then that wouldn't trigger Rule 2019 obligations. 

I am not -- and I'll have some language suggestions 

for you, as I always do. I am not, at this point, persuaded 

that retroactive reporting is necessary or appropriate, 

especially given that we're sort of a year out from when all 

this started. And there were earlier, much earlier on filings 

that would have indicated the existence of this problem, 

particularly by the GO Group. 

So if you'd like to focus on that issue, and I'll 

hear from your opponents and then make my decision. 

MR. DESPINS: So I'll put the Proof of Claim aside 

for now, Your Honor. There's no doubt that when people sign a 

stipulation giving them automatic intervention rights, and 

that was done in August or probably late July of that last 

year, that at that point they were taking a position in those 

cases, and those cases were the COFINA case and the 

Commonwealth case. I don't see how we get around that. 

And, in fact, the GO Group knew that they had an 

91

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 91 of 206
obligation to disclose COFINA holdings, because they did it 

the first time around. 

THE COURT: And that's what I'm saying about the 

disparate filings in the context that it would have indicated 

that this problem existed a year ago. 

MR. DESPINS: Well, no, because the way we read the 

second filing is that they no longer held COFINA bonds, 

meaning that they -- and we were very polite in our motion 

when we said there was confusion. 

There was a conscious decision not to disclose the 

holding of COFINA bonds and the trading of COFINA bonds while 

they were arguing before with this Court side by side with the 

committee against COFINA, and that's what prompted this 

motion. And we were very troubled by that. 

That's why we think retroactive disclosure is 

appropriate, because it's important for certainly the Court, 

but also for us, when we were basically operating as de facto 

co-counsel on the COFINA litigation with a group that holds 

COFINA bonds. To us it may be naive, but it was shocking. 

And that's what prompted this motion. 

And we tried to be polite about it, but that's why 

the Court needs to know, and we need to know, when were the 

buying and selling of those bonds? Before or after the 

meetings with us where we disclosed the strengths and 

weaknesses of our cases against COFINA, for example? Before 

92

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 92 of 206
the oral argument? After the oral argument? 

The point is that they admit that they've been 

trading in those bonds. So we believe that absolutely, it's 

important for the process here for everyone to know what 

really went on there, which --

THE COURT: When you're saying it's important for the 

process, are you saying that this is by way of sanction, for 

want of a better quick term, or that there is some potential 

for retroactive re-evaluation or change in perspective going 

forward that would be materially informed by the filing of 

this information? 

MR. DESPINS: I don't know. It's clearly not our 

intention to seek sanctions, and we're not seeking retroactive 

changes or anything like that. But I think that it's 

important from a process point of view to understand what 

happened here. 

I don't know when they were trading, how much they 

bought, how much they sold. We will only know that when we 

see the information. But there were things that happened here 

where -- you know this because it was filed with Your Honor. 

You know, they issued a press release saying, oh, the 

settlement failed, but it was a great concept and all that. 

I'm quoting from their own press release. 

Were they buying bonds at that time, just before that 

time or after that time? That's -- to me, I don't see how -- 

93

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 93 of 206
I mean, this is the Puerto Rico case. We need to have 

complete transparency about everything. And this is why we 

brought the motion. They know that on the law, we're right, 

that they should have filed this. They did it right the first 

time. And they didn't see the second pleading -- by the way, 

we're no longer disclosing this. They just assumed that it 

was gone. The filing is otherwise the same. 

Now they're saying yeah, we're okay with the future, 

but not retrospective. But there's no burden here. These are 

associated funds. They have compliance officers. They can 

push the button and print out exactly when they bought, how 

much they bought. And they can supplemental filings. 

That's going to take them a half hour to do so. So 

there's clearly no burden. And I think that from a process 

point of view, it's fundamental for everyone to know what was 

going on there. 

Thank you, Your Honor. 

THE COURT: Thank you. 

MR. BURKE: Good morning, Your Honor. Donald Burke 

from Robbins Russell for the GO Group. 

THE COURT: Good morning, Mr. Burke. 

MR. BURKE: I think, as Mr. Despins' comments make 

clear, the dispute that's actually before the Court here is 

very narrow. We have no objection to the clarification or 

expansion of disclosure requirements going forward, but we do 

94

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 94 of 206
think that it would be inappropriate to insist that those 

disclosure requirements also be applied retrospectively. 

From our perspective, it seems like a rather 

extraordinary request. They haven't cited any court decision. 

We're not aware of one yet. 

THE COURT: Well, you were supposed to have done it 

in the first place. And as Mr. Despins has noted, you were 

actively involved in taking positions in the public 

litigation. There were press releases, at least one press 

release that was in the context of your having disclosed only 

a position on one side of it. 

Obviously the proposed Commonwealth-COFINA settlement 

is something that has generated both controversy and 

excitement of all sorts. And so why shouldn't -- and these 

are securities that are actively traded in the market. And 

the services will tell us that they're very actively traded in 

the market right now. 

So why shouldn't the market have full information 

about where you were at particular times, that the market 

could not track to movements, and why shouldn't we have in the 

context of this proceeding, information that you should have 

filed on a timely basis? 

MR. BURKE: Well, I think to be clear, we dispute the 

premise that there was, you know, any shortcomings in our 

filings or the information. 

95

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 95 of 206
THE COURT: And I frankly don't -- I see that you're 

seeking to kind of gracefully accept it going forward, but I 

am not persuaded by your argument that there was no obligation 

at the time. And so maybe you'd like to run that one past me 

one more time? 

MR. BURKE: Well, in light of what you just said, I'm 

not sure that's the best idea for me. But I think I'll just 

rest on the position that we set forth in our Response to the 

UCC's motion, which is that our participation was in adversary 

proceedings and we now understand that the Order is to be 

modified to clarify that. 

THE COURT: An adversary proceeding can only be filed 

in a case, and you -- your clients were trading in securities 

that were securities of debtors in Title III cases. 

MR. BURKE: Well, that's correct, Your Honor, but 

the -- your Case Management Order, as I understood it, 

required the disclosure of economic interest in -- only as to 

debtors in which the group has taken a position. And as we 

understood it, we had not taken a position -- taken a position 

in cases other than the Commonwealth's Title III case. 

Now, Mr. Despins points to our initial Rule 2019 

filing, which I believe was in May of last year. I think that 

was the first Rule 2019 filing that anyone submitted in this 

case. It was submitted before even your first Case Management 

Order was entered. 

96

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 96 of 206
So I think it's the -- and to the extent there's a 

difference between the scope of what was disclosed there and 

what was disclosed in our minute forms, it's a consequence of 

what we understood to be the clarification about the nature of 

and the scope of disclosure requirements as to, you know, the 

particular debtor and in whose case you were taking interest. 

I guess I did want to respond to the committees' 

insinuation that the group has tried to conceal economic 

interest in COFINA bonds in order to mislead the Court or the 

public about the basis for our position in the Commonwealth 

COFINA litigation. 

I don't think that's supported by any evidence in -- 

and it's absolutely false. You don't have to take my word for 

it. If you take a look at page four of their Reply Brief, 

they acknowledge that if the GO Group's position is correct in 

its COFINA related litigation position, COFINA would 

essentially own no property. 

In other words, throughout this litigation, summary 

judgment, oral argument and our Response to the agents' 

agreement, in principle, we've taken the maximally anti-COFINA 

position. So from our perspective, the notion that there was 

some sort of elaborate ploy to advance economic interest in 

COFINA bonds just doesn't -- it doesn't make sense. It 

doesn't fit with the evidence. But -- so that's, I mean, 

that's our response. And unless there's anything further from 

97

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 97 of 206
the Court, that's all I had. 

THE COURT: Do you want to turn to burden? 

MR. BURKE: Well, I do think, from our perspective, 

the key point is that we don't think that the committee has 

identified any sort of basis or benefit associated with the 

retrospective application of the rules. The -- you know, if 

you look at page 14 of their motion, it just says they request 

retrospective clarification or amendment, and there's no sort 

of -- they don't identify any benefit on that one side of the 

ledger. And from our perspective -- 

THE COURT: Mr. Despins has, in his oral remarks, 

elaborated on the written submission. 

MR. BURKE: I think that's correct, Your Honor. On 

the burden point, it is a significant burden to go back and 

sort of retrospectively create a set of disclosures that were 

not made at the time because we thought we were operating 

under a different set of standards. 

It's true that our clients have access to trading 

information, but it requires an exercise of judgment to figure 

out when changes in an economic position have changed 

substantially enough that it's a material change. And a Rule 

2019 filing would have been required. And so I think 

Mr. Despins really exaggerates the ease with which this 

process would be completed. 

And I guess one other point I'd raise is that from 

98

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 98 of 206
our perspective, it's a little bit difficult or a little bit 

hard to credit the UCC's position on burden, given that for 

months in this case the UCC had failed to comply with Rule 

2019 by failing to even update the membership of their 

committee after it changed multiple times after these cases 

were filed. 

The GO Group noticed that. We urged the committee to 

update their disclosure, which they did after some 

communications and some protracted delay. But given, you 

know, their inability to even comply with what seems to be 

the, you know, most basic aspect of the Rule, we do find their 

burden position a bit hard to credit. 

And we would ask that to the extent there is any 

retrospective application of these standards, it's clear that 

it applies to everybody, including the committee itself. 

Thank you, Your Honor. 

THE COURT: And do you have a view as to -- that you 

want me to hear as to how much time should be allowed, if I am 

allowing and requiring retroactive disclosure, and the date to 

which that should go back? 

MR. BURKE: In terms of -- I'm not sure I understand 

the question. In terms of how far back the -- 

THE COURT: What the deadline should be for filing 

the retroactive reports, and how far back it should go to 

capture rewriting of reports. 

99

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 99 of 206
MR. BURKE: I don't have a position on the deadline 

for filing the retroactive or retrospective reports. 

THE COURT: So you think two weeks from now would 

work for you? 

MR. BURKE: We'd have no objection to that, Your 

Honor. And as to the latter point, I think we would defer to 

Your Honor. If there are guide points in the case that you 

would feel more comfortable with retrospective application, 

then we would defer to your decision then. 

THE COURT: Thank you. 

I'll let -- 

MR. BURKE: Thank you. 

THE COURT: -- Mr. Despins put some information on 

these points as well. You have blanks in your Proposed Order. 

Mr. DESPINS: Yes. Basically, we would say from the 

date that the Commonwealth-COFINA stipulation was signed by 

the GO holders, they were in that litigation. They were 

taking a position. So that's the date where it should go back 

to. That date. 

And as to how much time, we have no position on that, 

Your Honor

THE COURT: Well, in light of the types of activities 

that were going on, and the profile of the activities that 

were going on, and my firm view that filing in an adversary 

proceeding is a filing in a case, and the stipulation dealt 

100

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 100 of 206
with both the Commonwealth case and the COFINA case, there was 

an obligation stretching back to last year by the GO Group to 

disclose holdings in both Title III debtors. 

I will require the retroactive reporting, with the 

retroactive reports to be filed within 14 days. What I'm 

going to request that Mr. Despins do, instead of having this 

as a stand-alone Order that accompanies the fourth CMO and 

that could be overlooked, I'm going to ask him to prepare a 

proposed restated fifth CMO that includes these provisions, 

with a couple of changes that I will read out in just a 

moment, and file that on presentment. 

So for the additional changes in footnote three, in 

the A version of the Proposed Order, after the word, 

"pleading," and before the words, "in any Title III case," 

insert the words, "by or on behalf of a Rule 2019(B) group." 

And similarly, in footnote four, change the term, 

"party," to "Rule 2019(B) group." And then in paragraph 

three, which is the retroactive amended filing provision, 

begin that with, "within 14 days after entry of this Order." 

And complete the blank with the date of the entry of the 

Commonwealth-COFINA stipulation. 

And when you re-submit the Order, spell out "Taylor" 

in the middle of my name. I ask that of everybody. I'm not 

"Laura T. Swain," ever. So that would be helpful. 

MR. DESPINS: Yes, Your Honor. 

101

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 101 of 206
THE COURT: All right. So I think that that 

concludes the first part of the agenda. And when we return, 

we'll turn to the arguments on the Motions to Dismiss and the 

adversary proceedings. 

So we'll reconvene at 1:15. It is now 12:10. 

Thank you all. 

(At 12:12 PM, recess taken.)

(At 1:21 PM, proceedings reconvened.)

THE COURT: Our next and final agenda item is oral 

argument on the Motions to Dismiss in the case of Rosselló 

Navarez against the Oversight Board, and the case of Rivera 

Schatz, et al., against the Commonwealth. 

And I understand that the parties have agreed in 

these two adversaries, 18-80 and 18-81, to present the oral 

arguments together. And so I have an opening of 15 minutes by 

Oversight Board's counsel; with five minutes allocated for the 

UCC counsel. And then opposition at 24 minutes for AAFAF's 

counsel, or the Governor's counsel; eight for counsel for the 

Senate; and eight for counsel for the House. And then 

rebuttal at 20 minutes. Is that correct? 

MR. ALIFF-ORTIZ: Your Honor, if I may, this is 

Claudio Aliff. 

THE COURT: Yes. 

MR. ALIFF-ORTIZ: Good afternoon, Your Honor. 

THE COURT: Good afternoon. 

102

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 102 of 206
MR. ALIFF-ORTIZ: My name is Claudio Aliff, and I 

represent the president of the Senate of Puerto Rico. 

And the agreement was the Senate would have 12 

minutes, and the House of Representatives would have four 

minutes for its argumentation. So that's how the time is 

going to be distributed amongst us.

THE COURT: Your colleague will -- 

MR. ROLDAN: Good afternoon, Your Honor. Israel 

Roldan on behalf of the House. 

What brother counsel said is correct. We agree as to 

that timetable. 

THE COURT: Thank you --

MR. ROLDAN: All right.

THE COURT: -- for correcting me. 

So it will be 12 minutes and four minutes. Thank you 

both. 

All right, then. So would counsel for the Oversight 

Board like to come to the podium to begin? Mr. Bienenstock. 

MR. BIENENSTOCK: Good afternoon, Your Honor, and 

thank you for enabling us to -- all of us to bring this to the 

Court on such a rapid schedule. 

My name's Martin Bienenstock from Proskauer Rose, 

LLP. We represent the Oversight Board for itself and as the 

Title III representative of the Commonwealth. 

The relief we request, Your Honor, are Orders 

103

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 103 of 206
dismissing the Governor's Complaint dated July 5, 2018, and 

the Legislative Assembly and Senate's Complaint dated July 9, 

2018. 

Although -- taking the Governor's Complaint first, 

although the Governor's Complaint essentially turns on five 

discrete issues that the Governor has raised, plus there's a 

catchall which has its own significance, if anything, the 

Governor determines at a later time ought to be considered an 

unenforceable recommendation. 

THE COURT: May I ask you to pause for just a moment? 

Shouldn't we be setting that for 15 and then five?

LAW CLERK: 15 and five, yes. 

THE COURT: Okay. So is it 18? 

Okay. And if you'll -- I'm sorry. We need to wait 

just one more minute because my computer's kicking me off and 

I need to log back on. Sorry about that. Technology is 

wonderful except when it works against you. 

I'm back. Our machine is reset for 15 minutes. 

Mr. Bienenstock, thank you for your patience. 

MR. BIENENSTOCK: Thank you, Your Honor. Do I need 

to start again or is what I said was on the record?

THE COURT: What you said was on the record, so just 

continue. 

MR. BIENENSTOCK: Thank you. I picked up a few 

seconds in the bargain then. 

104

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 104 of 206
The Governor's Complaint raises five discrete issues, 

and then has a catchall for any subsequent portions of the 

fiscal planning budget that are certified, that the Governor 

determines at some point should be considered unenforceable 

recommendations. 

What makes this matter so specially specific, 

notwithstanding that it really turns on five discrete, 

somewhat unique issues is that each of the issues impacts the 

ability of the Oversight Board to carry out its statutory 

mission to return the Commonwealth to fiscal responsibility 

and market access. This is its ability to ensure that the 

people of Puerto Rico have a sustainable, competent economy 

and a meaningful future. 

I'm going to go back to the five issues with the 

knowledge that the ruling on each one affects the ultimate 

outcome, even though it's just a discrete, unique issue. 

I'll premise the legal part, and we know Your Honor 

has carefully read all the pleadings, so I'm not going to 

spend much time, except of course the Court's questions, in 

rehashing what we said. 

But I will say that I think an overarching legal 

principle, so as not to be lost, because it may be obvious, is 

that the statute commanding the Oversight Board is to certify 

a fiscal plan, whether developed by the Governor or itself, 

has four key provisions that are mandatory. And I'm referring 

105

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 105 of 206
to 201(b)(1)(A), (D), (F), and (G). 

Now, for sure there are other mandatory provisions, 

many others, but these are particularly relevant here. (A) 

provides that the fiscal plan shall provide estimates of 

revenue and expenditures and other things. (D) provides that 

it shall eliminate structural deficits. It should provide for 

the elimination of structural deficits. (F) provides that it 

shall improve fiscal governance, accountability and internal 

controls. And (G) provides that the fiscal plan shall enable 

the achievement of fiscal targets. 

Your Honor, each and every one of the five issues 

raised by the Governor carry out one or more of those four 

commands. Therefore, the notion that they could be considered 

an unenforceable recommendation, we submit, is wrong at the 

outset. 

And as Your Honor knows from our pleadings, we 

believe, based on the statute, that 205 provides a procedure 

for the Oversight Board to make recommendations and get 

feedback from the Governor, but 201(b)(1)(K) tells the 

Oversight Board that if it's developing the fiscal plan, it 

must adopt appropriate recommendations. 

And at that point they're adopted, they're 

enforceable. There's no such thing as an unenforceable 

recommendation in a fiscal plan. 

THE COURT: Well, 201(b)(1)(K) refers to adopting 

106

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 106 of 206
appropriate recommendations submitted by the Oversight Board 

under 205(a), and the only process of submission that is 

referred to and described in 205(a) is a process in which 

something is first incarnated as a recommendation and 

responded to by the Governor. 

And so why doesn't the use of the term submitted in 

201(b)(1)(K) suggest that the 205 process in its entirety is a 

precondition to any mandatory inclusion of a recommendation, 

even a rejected one, in the fiscal plan? 

MR. BIENENSTOCK: Well, in this case, the Governor 

took the five issues that he's raised in his Complaint as 

recommendations, and he responded both to the Oversight Board 

and Congress and the President, as 205 provides that he can 

and should. 

THE COURT: And so you agree generally with the 

allegation in I think it's paragraph 59 of the Governor's 

Complaint, that his May 6, 2018, letter constituted the 

response and notice to the Board, the President and the 

Congress in accordance with 205(b)(3)? So that to the extent 

any of these can be characterized as a recommendation, the 205 

process has been carried through? 

MR. BIENENSTOCK: Exactly, Your Honor. And I'm 

grateful that Your Honor put in the last part, because as the 

Court knows from our pleadings, we don't believe these are 

recommendations, but if they are, he's responded and the Board 

107

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 107 of 206
has adopted them. 

There are two of the five in particular -- I'm going 

to go through all five, but there are two of the five in 

particular that I believe deserve special mention and 

consideration, because they're so overarching in terms of the 

Board's ability to carry out its mission. And the two are the 

reprogramming and the criminal penalties. 

The reprogramming issue that the Governor has raised 

is based on fiscal plan section 11.2.1 at page 63. And the 

relevant portion of the fiscal plan says that the power from 

the OMV, Fiscal Agency and Financial Advisory Authority, or 

the Department of Treasury, et cetera, to authorize the 

reprogramming or extension of appropriations for prior fiscal 

years is hereby suspended. 

The reason I went to the trouble of reading that is 

that I wanted to point out that what the fiscal plan is doing 

is suspending the authorization or the power of AAFAF, et 

cetera, to authorize reprogramming. And I'm emphasizing 

authorize, because when we read the government brief, and 

pleadings and Complaint, it's unclear from which section of 

which pleading one reads whether they're complaining about 

the power to authorize being taken away or the power to 

request. 

Presumably if it were just the power to say may I, 

they wouldn't have made a Federal case out of it, but they do 

108

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 108 of 206
say that's the issue in various pleadings. That's not an 

issue. We don't care if the government -- the Governor says 

may I. What we do care about a lot is if the Governor or 

other parts of the government independently, without Oversight 

Board approval, authorize reprogramming. 

Now, why do we care so much? We set the fiscal plan 

and the budget. For every dollar available, Your Honor, there 

has to be a careful decision made, should it go to services 

for the people, investment in their future, or payment to 

creditors. And we have to get the balance right so that it 

results in a sustainable economy and hope for people and 

creditors in the future. 

If the Governor has the power to go into some prior 

budget and say, oh, gee whiz, there was some unused 

appropriated funds in this budget, I'm going to -- that 

doesn't mean there's money set aside. It just means there was 

a legal appropriation that wasn't used. 

If the Governor finds that at any given time, day or 

night, any time in the 12 months, says, oh, I'm going to use 

some money for a project over here or a project over here, 

then we've lost control of the fiscal plan and the budget, and 

the debt restructuring, because that wasn't in our plans. 

And the notion that this can happen not only destroys 

the ability to control the budget and the debt negotiations, 

it destroys the perception that there's a transparent process 

109

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 109 of 206
where we know what money is available and we know what we're 

spending it on. 

THE COURT: I fully understand why the prospect is so 

distressing from the perspective of the Oversight Board, but 

what -- how do you reconcile the specific provision in 204, 

speaking to reprogramming within a particular fiscal year, 

when there's a fiscal plan and budget in place? And the 

provision in 201 (b)(1)(A) that speaks of conformity with 

applicable laws, with the notion that the Oversight Board can 

unilaterally disable a pre-PROMESA statutory allocation of 

authority. 

MR. BIENENSTOCK: Okay. I'm glad Your Honor raised 

it. 204. It's a process for the Governor to ask, to ask, to 

request that money within the certified budget be 

reprogrammed. And the legislature cannot, is not authorized 

to do that unless the Oversight Board certifies to the 

legislature that that reprogramming will not be contrary, 

inconsistent with the fiscal plan. 

We have no problem with asking, and the Oversight 

Board being allowed to say, okay, it fits or it doesn't. As a 

practical matter, Your Honor, the Governor knows at all times 

we consider requests for changing anything. If it's a good 

idea, we want it. It's the notion of independent authority. 

And that I think --

THE COURT: Yes, but my question to you is that that 

110

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 110 of 206
statutory authorization of request for reprogramming and 

control of the Oversight Board over whether the request will 

be granted or not is enacted in terms of a fiscal year under a 

certified fiscal plan. 

MR. BIENENSTOCK: Right. 

THE COURT: It doesn't say whatever, whenever. It 

doesn't speak to prior allocations. 

MR. BIENENSTOCK: But that's our -- that's our point. 

That the only thing the statute does is let the judge -- let 

the Governor ask to reprogram money within the certified 

fiscal plan for the year. It doesn't authorize the Governor 

to do anything else. 

And let me get to that answer, because I thought this 

was really the second part of the Court's question. Under -- 

whether you call it under 204 or under 201 (b)(1)(A), the 

answer is anything that's inconsistent with PROMESA is 

preempted by Section Four of PROMESA. When PROMESA goes 

through all of 201 and 202, telling the Board how it -- how it 

should formulate a fiscal plan or assess a fiscal plan 

formulated by the Governor, and then tells the Board how it 

should do the same for the budget, a pre-existing 

authorization from pre-PROMESA law in Puerto Rico saying, 

well, not withstanding what Congress has said about the budget 

in the fiscal plan, you just go right ahead and reprogram at 

will, that's totally inconsistent, because we can't control 

111

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 111 of 206
the cash flow or anything else if the Governor has that power. 

THE COURT: Well, it is indeed a conundrum, but we do 

have 201(b)(1)(A) that says, "and be based on applicable 

laws," and Section Four, the preemption provision, speaks of 

inconsistencies with this Act. It doesn't say inconsistency 

with steps or measures taken or implemented pursuant to the 

Act. 

So is there some legal significance in the specific 

phrasing of those two provisions for the question of the scope 

of the Oversight Board's unilateral power? Obviously I'm 

seeking to engage and explore that issue. 

MR. BIENENSTOCK: Well, I think under 201(b)(1)(A), 

it's very general that the Oversight Board should provide a 

method for estimating revenues and expenses. And it's hard to 

see how the Congress could have intended that provision to 

mean the Governor can undermine the same fiscal plan and 

budget by finding appropriations that he wants to reprogram at 

will without asking permission. 

THE COURT: Or is it a command that if the Oversight 

Board wants to disable that, it has to, as part of the fiscal 

plan, specify bills that require enactment in order to 

reasonably achieve the projections of the fiscal plan? And so 

was it -- is it a requirement that in your fiscal plan, you 

have as one of the action items repeal of this Act 230 

provision or authorization?

112

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 112 of 206
MR. BIENENSTOCK: Well, we didn't think we needed to 

dictate repeal, because it's so inconsistent with the notion 

that we set the budget. This is basically imposing a budget 

item that we didn't agree to, that we didn't approve. I think 

it's just the opposite. It's just totally inconsistent. The 

time is running. 

On the criminal penalties, what the Governor is 

asking is that overspending the appropriations in the 

certified budget doesn't have consequences. What could be 

more indicative of the fact that this is an effort to 

basically make the Oversight Board's fiscal plan and budget 

meaningless? That's what the Governor is asking for. 

We didn't change the criminal laws in Puerto Rico. 

We just said this is an appropriation. If you -- if you spend 

more than that, knowingly and willingly, and we agree, the 

terms of their criminal statute govern. It has to be 

knowingly and willingly. You're subject to the same sanctions 

as if this had been a prior budget. 

THE COURT: So is that your interpretation of the 

impact of the statute, or are you saying that the Oversight 

Board under PROMESA has authority to direct the prosecutorial 

authorities to --

MR. BIENENSTOCK: No.

THE COURT: -- bring criminal charges? 

MR. BIENENSTOCK: No, not at all. This is a 

113

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 113 of 206
statement that in our view, this budget, like every other 

budget they passed -- which has the same language, by the way, 

Your Honor. Their own budgets had it. 

This budget, because it's deemed approved by the 

legislature and the Governor, this budget has the same 

significance as a pre-PROMESA budget approved by the Governor 

and the legislature. And if somebody knowingly and willingly 

overspends an appropriation, they're subject to Puerto Rico 

laws that would have to be brought by the Puerto Rico Attorney 

General, et cetera, under their standards, et cetera. 

We pointed that out, but the Governor is saying no, 

since it's your fiscal plan and budget, people shouldn't be 

subject to that. That just tells the Court, it tells 

everyone, he wants to make this a completely ineffectual 

budget, because you can overspend with impunity. That's why 

this is so important, Your Honor. 

I see that I'm over time. 

THE COURT: I have a couple of questions for you --

MR. BIENENSTOCK: Sure. 

THE COURT: -- that are on my clock. 

MR. BIENENSTOCK: Thank you, Your Honor. 

THE COURT: So first, is there documentation of the 

certified budget? We searched high and low and couldn't find 

something that is a granular, particularized budget. So could 

you tell us where it is?

114

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 114 of 206
MR. BIENENSTOCK: Yes, Your Honor. I only have one 

copy with me here, but --

THE COURT: Well, if you can tell us where it's 

been -- where it's filed. We looked on your website. We 

looked as best we could through the pleadings, couldn't find 

it. 

MR. BIENENSTOCK: Okay. It's at the top -- it's 

Exhibit 14 -- it's document number 38-14 filed July 21, 2018, 

and it's 68 pages, in case number 18-00081. That's the 

adversary proceeding. 

THE COURT: All right. So Exhibit 38-14 -- I'm 

sorry. Would you read that ECF number again? 

MR. BIENENSTOCK: Sure. It's document number -- my 

copy says 38-14. I guess that's because it's Exhibit 14 to 

document 38. 

THE COURT: All right. 38-14 in 18-80? 

MR. BIENENSTOCK: In 00081. 

THE COURT: In 18-81. All right. Thank you. 

Before you sit down, one other question. In the 

Oversight Board's view, is legislative action required to 

implement a budget that has been certified by the Oversight 

Board? So is there some appropriation legislation or 

something else that's required? 

MR. BIENENSTOCK: Absolutely not. 202 clearly says 

that when the Oversight Board certifies its budget, it is 

115

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 115 of 206
deemed approved by the Governor and the legislature. 

THE COURT: And the Joint Resolutions that were 

attached to the Complaint, and I gather were attached to the 

budget, are those measures that the Board would consider 

enacted or adopted by virtue of the Board's certification, or 

were those proposals for adoption by the legislature in order 

to implement?

MR. BIENENSTOCK: The former, Your Honor. Most of 

them, Your Honor, most all of them are the same resolutions 

that the Puerto Rico legislature attached to budgets in prior 

years. It's one -- and the Puerto Rico Constitution provides 

that the budget has to come with rules for its implementation. 

That's what the resolutions are, rules for its implementation. 

It's all one packet. It all comes under the heading, 

budget. 

THE COURT: And so in this case, your understanding 

of PROMESA is that it allows -- the deemed approval by the 

legislature is also a deemed approval by the legislature of 

the joint resolution aspect of the typical Puerto Rican 

budgetary package? 

MR. BIENENSTOCK: Yes, Your Honor. 

THE COURT: Thank you. 

Mr. Despins. 

MR. DESPINS: Good afternoon, Your Honor. Luc 

Despins for the official committee. I probably will not use 

116

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 116 of 206
the full five minutes. 

As Your Honor knows, we did not file a pleading, even 

though we had a right to do so, because we're not taking a 

position on the legal issues here. We don't believe that we 

would add very much by rehashing all the points that have been 

made, nor has the committee taken a position regarding the 

desirability of some policy questions regarding, among other 

things, the repeal of Law 80. 

The committee intervened in this proceeding because 

it was concerned that absent its intervention, there would be 

no discussion of the potential impact that fiscal plans or 

plans -- or plan or changes to such plans have on settlements 

reached or to be reached in these Title III cases. 

The Oversight Board's Reply mentions this vaguely in 

footnote 16, but we wanted to elaborate on that point very 

quickly, which is that when the committee in its capacity as 

the Commonwealth agent approved or entered into the agreement 

in principle on June 5th with respect to the 

Commonwealth-COFINA dispute, there was a certified fiscal plan 

in place. 

That was the May 30th fiscal plan. And that fiscal 

plan contains certain assumptions about revenues, expenses, 

debt capacity. And obviously this was relevant to the May 

30th fiscal plan. 

In light of recent developments involving the fiscal 

117

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 117 of 206
plan, some of these assumptions are no longer valid, thereby 

affecting these same revenue and expense and debt capacity 

projections. This, in turn, could have a very real effect on 

the feasibility of the settlement contemplated in the 

Commonwealth-COFINA agreement in principle. 

To be clear, the committee does not take a position 

as to which fiscal plan should be certified. All it seeks is 

to make sure that any fiscal plan that is put in place 

provides for the same or higher debt level capacity as 

provided under the fiscal plan that was in effect on June 5th. 

Without that, you know, we're going to have some issues with 

respect -- or we may very well have issues with respect to the 

Commonwealth-COFINA settlement, where obviously the committee 

is not abandoning the settlement. 

I want to make clear that the message is not that, 

but rather that these internal issues need to play out before 

we have clarity on where we stand. And that was the purpose 

of our statement, Your Honor. 

THE COURT: So before you sit down, are you asking me 

to be mindful that this is an essential externality, if that's 

not a contradiction in terms? Are you asking me to do 

something in particular with respect to any ruling that I 

issue? Are you underscoring this issue for the Oversight 

Board as it takes positions on what its fiscal plan will be? 

Can you give me context? 

118

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 118 of 206
MR. DESPINS: There's some of that, but the Oversight 

Board understands that issue clearly, and I believe the 

Commonwealth understands it as well. So it's just that we 

wanted the Court to be aware of that dimension. 

I know you're dealing with complex legal issues about 

who has the power, and of course these are the issues you need 

to address. But we believe that the parties in the case need 

to understand that there's another dimension to this. 

THE COURT: Thank you. 

MR. DESPINS: Thank you.

THE COURT: And now we turn to Mr. Friedman. 

MR. FRIEDMAN: Good afternoon, Your Honor. Peter 

Friedman on behalf of Governor Rosselló and AAFAF from 

O'Melveny & Myers. 

Actually, one of the things that might highlight the 

narrowness of the relief that we're seeking is we don't think 

that the Court can do and certainly haven't asked the Court to 

do what Mr. Despins just asked. We don't think we can tell 

the Oversight Board, go certify a fiscal plan with X surplus. 

That's well beyond the narrow issues we've raised. 

We're raising a really narrow set of issues that if 

the relief we asked for is granted, what it will do is balance 

the roles and rights and powers of the government with the 

Oversight Board, and reject the concept that we basically have 

no functional role. 

119

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 119 of 206
Mr. Bienenstock said the Governor doesn't want things 

to be -- doesn't want the budget to be meaningful. Nothing 

could be further from the truth. First of all, if the 

government doesn't comply with the budget, nothing in our 

Complaint attacks in the slightest bit the Oversight Board's 

powers under 203 to require a report as to whether revenue, 

cash flow and expenditures are compliant with the budget. 

It doesn't change the fact that if the Oversight 

Board goes through 203(c) and sends the right message, that it 

can then step into its powers under 203(d) and start making 

appropriate budget cuts at the Commonwealth or with respect to 

territorial instrumentality. It's just not true that their 

budget has no teeth. 

Moreover, Your Honor, the question with respect to 

both suspension of reprogramming and with respect to the 

implementation of a criminal law is not should the 

Commonwealth pass a law that says this is a crime. It's can 

the Board legislate. We think the answer to that is no, it 

can't legislate. It does not have the power to make something 

a crime even if the Commonwealth does. 

Criminalizing something is, I think, at the heart of 

an independent government's ability to control itself, to 

control its legislature, to control its people. To take that 

power away from the Commonwealth and say that the -- I'm 

sorry, Your Honor. You clearly have something to say, so I'll 

120

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 120 of 206
stop pontificating.

THE COURT: Well, just so that I follow, I think what 

I heard Mr. Bienenstock say as to the last criminalization 

point is PROMESA, at the appropriate stage, takes the making 

of a budget out of the -- the certification of the budget out 

of the hands of the elected government and lets the Oversight 

Board put it in place. And Puerto Rico already has a statute 

that says noncompliance with the budget, that is, the 

operative budget for the Commonwealth, is a crime. 

And the Oversight Board is contributing to the mix by 

way of underscoring the significance of and the solemnity of 

the certification, its position that noncompliance with that 

official budget for the Commonwealth would be a crime within 

the meaning of the pre-existing statute. So how is that 

legislating? 

MR. FRIEDMAN: So when I look at a joint resolution, 

a joint resolution is not a budget, right? They were not 

given the power, all legislative power, under Article III of 

the Puerto Rico Constitution, to legislate. They were given 

the right to deal with a budget. 

A budget is not a defined term in PROMESA. It's a 

small B, budget. There's a capital B, territorial budget, but 

that links back to the definition of budget, which is a small 

B. 

I think the right way to define budget is not budget, 

121

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 121 of 206
plus all budget adjacent powers, or budget, plus every power 

the Puerto Rico legislature ever had with respect to a budget. 

It's -- I could imagine if, one -- they could say, well, we 

can put anything we want to in a budget, right? We can change 

the name of Puerto Rico to Rich Port in a budget because we 

think that's what you ought to do; that's the right way to 

implement a budget. No. 

They have the power to submit a bunch of numbers. 

Those numbers can be fairly detailed and line item oriented, 

but we think that's all they have the power to do. 

How do we know what a budget is? Look at their own 

budget. 107 says the Oversight Board has to submit a budget 

to Puerto Rico in the Constitution and to Congress. 

If you look on their website, what their budget is, 

it's a bunch of numbers. It doesn't say, here's how the 

Oversight Board is going to do everything possible with 

respect to its budget. It's just a budget. 

It says, we're going to spend money on motor oil; 

we're going to spend money on cars; we're going to spend money 

on rental -- on renting space; we're going to pay people. 

That's what a budget is to us. 

THE COURT: So two questions. First, on the 

ancillary documentation to the budget, it seems to me 

Mr. Bienenstock's understanding is that Puerto Rico 

operationally, in order to implement a budget, has these 

122

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 122 of 206
ancillary documents. 

So are you saying that they can't create and have 

deemed approved these ancillary documents? So that simply by 

refusing to pass the joint resolution, or otherwise not acting 

on the set of numbers that the Board sends across the 

legislature, can stymie the certified budget? 

MR. FRIEDMAN: Your Honor, if that happens, Puerto 

Rico can't spend any money. There's no money to be spent 

outside the context of their budget. 

So if the Puerto Rico legislature decides not to pass 

a statute, that says here's how we're going to enable things, 

we can't spend a penny outside of compliance with the fiscal 

plan and the budget. And I think that's one of the things 

that's gotten lost here. 

When we think about what's mandatory and what can be 

done, either under the budget or the fiscal plans, the way we 

think something is made mandatory and the way you know it's 

mandatory is by looking at 104, 203 and 204. Do they have the 

right to punish? 

I think, as you said in a CTO decision, strongly 

incentivised. Do they have a right to cut something? Do they 

have a right to review a piece of legislation? 

You know, Mr. Bienenstock made the argument, if I 

understand it, hey, if it's inconsistent with 201 or any 

provision of PROMESA or anything we do, it's preempted. 

123

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 123 of 206
We don't think that's right, because we think that's 

allowing them to legislate. We think the examples where 

they're allowed to legislate, or really even repeal laws or 

take oversight over laws is super narrow. It's under 204(a), 

and also the section that says they can review any statute 

passed in the gap period before the Board was fully, you know, 

instituted or constituted. 

We think that they have rights under 204 that let 

them review Executive Orders, let them review contracts, but 

for specific purposes -- review regulations, but for specific 

purposes. Not suspend them. Not write them away if there's 

not some empowerment under 203 or 204 or 104 to do it. 

And I think that's at the crux of this. Can the 

Board legislate, whether through the budget or through a 

recommendation? We think the answer is no. We think what 

they have the right to do is to make recommendations. 

I think the proof of that, Your Honor -- and I think 

you mentioned 201(a). They can make recommendations to what 

laws can be passed. Does that mean if they put it in the 

fiscal plan it becomes the law? The answer to that is no. 

And the reason we know that is because Law 80 is 

still the law of Puerto Rico. If that is true, just by 

putting something in a fiscal plan, that the effect was the 

legislature and the government had to do it, A, you'd have 

like a massive, crazy Control Board that was unlike anything 

124

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 124 of 206
in the statutes. And B, sitting here today, the May fiscal 

plan that said Law 80 is repealed and all the assumptions 

about revenue and budget, et cetera, those would be the law of 

the land. But they're not, because they don't have that 

power. 

So I don't know if that answered your question or 

that was a little more broad than what you were looking for, 

but I think those are sort of fundamental principles that 

animate our position. 

And, Your Honor, what we're asking the Court to do is 

say, if something is listed in a recommendation under 

205(a)(1) through (10), that's all it is. It's a 

recommendation. The Board can tell us it's a recommendation. 

If the Governor agrees it's a recommendation, then at least 

with respect to the Governor, it has some force. 

If the legislature agrees to a recommendation, 

frankly I think we're getting into a little bit of a gray 

area, because if the legislature backs out, I'm not exactly 

sure what happens. 

Can they be ordered to vote on something? I don't 

think so. But thankfully, that's not the situation we're 

dealing with. But again, all it is is a recommendation. 

THE COURT: Well, what about something that doesn't 

require a change in existing law, something that the Oversight 

Board has put through the recommendation process? The 

125

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 125 of 206
Governor interpreted these five items to have been done. The 

Oversight Board's judgment is, nonetheless, that it is 

necessary for Puerto Rico's future. And so the Oversight 

Board certifies the budget that funds its desired outcome, 

defunds without, for purposes of this hypothetical, violating 

any specific statute, the course of action that the 

Commonwealth seems to want to pursue. What prevents the 

Oversight Board from doing that?

MR. FRIEDMAN: Your Honor, if they don't budget for 

it, then we've got a problem. We can't spend -- nothing in 

our Complaint says that we can spend in a manner inconsistent 

with their budgets. 

Do I think that means -- let's say they budgeted one 

dollar for Christmas bonuses next year. Does that eliminate a 

person's statutory right to a Christmas bonus? Probably not. 

Does it mean we can't pay that Christmas bonus? I 

think it does mean that we can't pay the Christmas bonus, 

because the Christmas bonus is six hundred dollars. 

THE COURT: Or it forces hard choices in an 

application for reallocation or reprogramming. 

MR. FRIEDMAN: Which I think they consent, I think 

they acknowledge that, hey, if we can meet their budget 

targets, good luck. Right? And those are hard decisions that 

I think they are reserved to the government, their elected 

government, in part because the way PROMESA is structured is 

126

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 126 of 206
to ensure that the governed still have a stake. 

It's the Governor who has to make some difficult 

choices, because he's the one who has to answer to the people. 

The Oversight Board is just, here's how much money you get. 

If people have to be let go, if Christmas bonuses don't get 

paid because of that, that's on us. That's on the chief 

executive officer of Puerto Rico to make a determination how 

to implement that budget guideline. And if there are 

violations of that budget guideline, then 203 kicks in.

If new legislation is passed inconsistent with that 

fiscal plan and that budget resolution and tries to say, oh, 

next year you have to spend 20 million dollars on Christmas 

bonuses per person, that legislation has to be scored. If 

it's scored and it says yeah, this is materially inconsistent 

with the fiscal plan, then they get to do certain things that 

are not particularly pleasant for Puerto Rico. 

But we're not -- nothing we do takes away a single 

iota of their power to do that. We don't challenge that. 

THE COURT: So you accept that the Board could give 

you a bucket that's salaries, benefits, bonuses, whatever that 

is. To cover Christmas bonuses means something else has to be 

squeezed, and you have to live within that bucket. 

MR. FRIEDMAN: Yes. 

THE COURT: Do you also accept that the Board can 

give you an operating expense item for administrative 

127

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 127 of 206
agencies, that if spread among 134 administrative agencies, 

would give you 25 cents per agency; but if consolidated down 

to 22, would give you -- or some other number or consolidated 

in some other way, would give a workable budget? Is that 

something that the Board can do?

MR. FRIEDMAN: I think that's within their power. 

Your Honor, we can probably spend a lot of time on 

hypotheticals. 

THE COURT: I'm trying to understand. That's all. 

MR. FRIEDMAN: Yes, I accept that one. If the Board 

gave the legislature one dollar next year for itself, would 

that be a problem? I think it would, because that would 

vitiate the legislature's ability to play a meaningful role 

under PROMESA. 

I don't think this Oversight Board, which is made up 

of seven extremely smart, extremely competent people who care 

about Puerto Rico's future, would ever do that; but I think 

there are some outer limits, perhaps. Or maybe if they do 

that, it's a political problem and the President removes them 

for cause. Maybe that's the bigger answer. I don't think 

that would ever happen. 

I guess I accept what you've said as being within 

their lawful power, and I think if you read our Complaint, I 

don't think we've challenged that.

I think this is a good time to say, Your Honor, that, 

128

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 128 of 206
and the Oversight Board acknowledges this in its pleadings, 

there's been a tremendous amount of working together, of 

listening. There's a 113-page fiscal plan. We're talking 

about five issues. 

I think both the Oversight Board and us took exactly 

what you said in November to heart, which is that we have to 

act respectfully, candidly and cooperatively. But I think 

what we're trying to get at in this Complaint is the other 

part of what you said in that Opinion, which is that all that 

has to happen within their roles as defined by Commonwealth 

law and PROMESA. 

And I guess our concern, Your Honor, is that the 

Oversight Board basically seems to give us no role under the 

Commonwealth law in PROMESA, while our approach to statutory 

interpretation respects a role for both the elected government 

and the Board. 

Your Honor, I want to talk about reprogramming for 

just a second, because I think a critical issue with 

reprogramming is again, we get it, we cannot act 

inconsistently with 204. I don't think they can go beyond 204 

and change the law. But if our reprogramming -- to the extent 

that the Governor would ever try to use Act 230 to reprogram, 

if our reprogramming means that we are spending more money in 

a fiscal year than we're allowed to, that's a program for us 

under 203. And the Board has the power to do certain things 

129

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 129 of 206
to us. 

What we object to is their legislating to try to 

suspend the law when they don't have the right to suspend a 

law outside of 204, which talks about when they get to suspend 

the laws or prevent the enforcement of the laws. I think 

they're just going well beyond what their statutory powers 

are, and that's what we object to. 

The same thing, Your Honor, comes through in our 

issue with respect to the hiring freeze example. They talk 

about, I think in their -- you know, the fiscal plan appears 

to make mandatory, on certain events, a hiring freeze. We 

don't think they have the right to say mandatory hiring 

freeze. 

First, we think it's a recommendation. All right. 

And second of all, because it relates to one of the 205 

topics -- and second of all, the budgetary powers they have 

specifically mention hiring freezes, when they're allowed to 

impose hiring freezes. 

And it's not just sort of by automatic operation if 

you fail to comply with X. It's, first of all, only if a 

territorial instrumentality, not the Commonwealth; and second 

of all, it's only after 203(a), (b), (c), and (d) have been 

complied with.

We just don't think they can change PROMESA by 

putting it in their fiscal plan. That is our concern, not 

130

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 130 of 206
whether the Board has the ability to do things with respect to 

fiscal responsibility. It has the tools it needs to do that. 

We're just saying you can't go beyond your tools by putting 

something into a fiscal plan in the guise of what we think are 

recommendations. 

Let me give you an example of something that's not a 

recommendation, because you may be worrying or wondering, 

Mr. Friedman, if I grant you the relief that you want, like 

does the Oversight Board have any power left? Sure. 

So I guess, as an example, I would use section 12.52 

of the fiscal plan. That's an example of how the Governor 

believes the fiscal plan is supposed to work. 

The section provides that the PRDE, the education 

department, must achieve 54 million dollars in net personnel 

savings, and seven million dollars in non-personnel savings in 

fiscal year 2019. That's a must. And you know what? We 

think that must can be put into the budget. 

But section 12.52 then offers recommendations as to 

how PRDE should accomplish these goals. PRDE could 

consolidate its footprint, including schools, classes, 

teachers and administration, modernize facilities, revise the 

curriculum, and equip teachers with what they need to succeed. 

And you know what? The Government's going to have to 

choose in between those options or maybe some other options, 

how to get to the 54 in personnel savings and the seven 

131

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 131 of 206
million in non-personnel savings, but it should be up to us to 

figure that out. 

And I would say in some places in their briefs, I 

read them to be saying, you're right. You can pick Christmas 

bonuses, or you don't actually have to consolidate in, you 

know, all the agencies as long as you hit the money bonus. We 

think that's how it's all supposed to work. 

And I think one of the reasons that it works, Your 

Honor, that way is the way -- and I know this Court is 

extremely familiar with it, it's the way Congress set up 

PROMESA. 

Congress had the power to do whatever it wanted to. 

It could have taken all power away from the elected government 

and said, control -- you know, a mega control board is in 

place, but it didn't. And because it didn't, I think we 

should sort of heed Gregory versus Ashcroft which says, when 

Congress intends to make significant changes in a 

traditionally sensitive area -- and to my mind, home ruling 

self-government qualifies as a traditionally sensitive area -- 

it must make its intention to do so unmistakably clear in the 

language of the statute. 

So I kind of think of that, Your Honor, as the tie 

should go to us. Right. If the statute is a little bit like, 

hey, you could read it either way -- and let me be honest, the 

statute has some areas where maybe that's right -- I think it 

132

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 132 of 206
goes to us, because it's not unmistakably clear that the power 

has been taken away from us. 

And again, both sides can quote snippets from the 

legislative history. I get that. Right. We have ours. They 

have theirs. 

We think the most compelling, finally, significant 

portion of the legislative history is what did Congress think 

about doing? It thought about a D.C. Control Board type power 

where the Board had the specific power to force 

recommendations down the elected Government's throat, whether 

that be the Governor or the legislature, and they chose not to 

do that. 

We think that was an act of legislative significance, 

and how you interpret what 205 means and how you interpret 

what 201 means. 

THE COURT: Then you have 201(b)(1)(K), which brings 

back an ingredient that is not full-blown D.C. Control Board, 

and is not absence of D.C. Control Board. So that's the hard 

thing, isn't it?

MR. FRIEDMAN: It is a hard thing, right? But you 

know, Your Honor, we think too -- we obviously have very 

different interpretations of what 205 means. And we do think 

the reference in 201 to 205 is a very meaningful and 

significant mechanism. 

So what I would say about that is, I kind of think 

133

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 133 of 206
that the position they took in their Reply Brief, which is 205 

just gives the Governor a right to complain, only works if you 

think something else in PROMESA took away the Governor's right 

to complain. 

The Governor can issue press releases. The Governor 

can write letters to whoever he wants. The Senate can pass 

non-binding census of the Senate and the House and say, this 

is an outrage. This is terrible. Right. 205 isn't where 

that power comes from. 

And I think their interpretation effectively is 

saying, you have a right to complain and say you don't like 

our recommendations, and the fiscal plan gives you that. I 

don't think that's right. I think we get to complain no 

matter what. 

THE COURT: Doesn't it up the ante on a complaint if 

it obliges the Governor, if he's going to object formally, to 

produce a justification of a level and of a degree of 

significance and some solemnity that warrants a letter to the 

President and Congress? And then if the Oversight Board wants 

to go there, it has to engage and be prepared to meet both 

politically and in the public eye the concerns that have been 

raised by the Governor, and potentially the attention of 

Congress to those issues in saying, this is so important that 

we are wielding this, you know, very powerful tool that we 

believe Congress gave us? 

134

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 134 of 206
MR. FRIEDMAN: Two responses to that. First of all, 

I think the statute would say, you can impose rejected 

recommendations, if that's the power they had. Or it would 

say, as the original draft of the statute in the D.C. Control 

Board said, Oversight Board, you then have to explain in your 

own letter responding to the Governor's letter by, you know, 

point by point, why what you're doing is so important, and you 

have to do something else. 

But the process for recommendations just ends in 205. 

It doesn't say, and then you get to do X. And I think what's 

really important to note about 205, Your Honor, is it's not 

just recommendations. It's recommendations that the Governor 

-- the government may take, and this is what I think the most 

important step is, to ensure compliance with the fiscal plan. 

If the fiscal plan was so sacrosanct that we had to 

do everything in the world to comply with every aspect of it, 

why would we be allowed to reject measures to ensure 

compliance with the fiscal plan? Because we're allowed to, 

assuming they don't hit any of the targets under 204 that give 

the government, the Oversight Board the power to take 

corrective actions. 

And there's nothing in 204 that says, if you reject a 

recommendation, we get to take a corrective action. We think 

that -- so when you look at 204 and 205 together, that's 

pretty powerful. 

135

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 135 of 206
The other point I'd make about 205 -- I'm sorry, 

about the statute and the way it works -- and if you want to 

ignore this because I didn't put it in the brief, that's fine. 

It didn't occur to me until yesterday afternoon -- is that 202 

has some really important language about what happens when a 

budget is deemed certified, or was certified. 

And under 202, it's (e)(3) maybe, because it's in 

full force and effect, the fiscal plan doesn't say a rejected 

recommendation is in full force and effect and is the law of 

Puerto Rico. Again, I think that's meaningful, and I think it 

shows the Board doesn't get to legislate. 

The Board doesn't get to tell us what to do, because 

the fiscal plan doesn't become the law of Puerto Rico. It 

just becomes something they can hold us to if they have a 

specific power to do that under 204. 

Unless you have any further questions, Your Honor, we 

rest on the rest of our papers. 

THE COURT: Give me just one moment. 

That's all. Thank you. 

MR. FRIEDMAN: Thank you, Your Honor. And I do echo 

Mr. Bienenstock's comments, that we are grateful to your staff 

for exercising the power, and to you to exercise us to -- 

having been heard so quickly. 

THE COURT: Thank you. It's very important. 

MR. ALIFF-ORTIZ: Good afternoon, Your Honor. 

136

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 136 of 206
THE COURT: Good afternoon. 

MR. ALIFF-ORTIZ: This is Claudio Aliff on behalf of 

the Legislative Assembly, the Senate of Puerto Rico and its 

President on behalf of the Senate. 

Your Honor, I will begin by saying that Section Four 

of PROMESA makes PROMESA the supreme law of the territory on 

everything consistent with it, but it does not make the Board 

supreme in Puerto Rico. PROMESA did not appoint the Board as 

the king of this island territory. 

In fact, PROMESA respects the political powers that 

the -- the political branches of government has under the 

Puerto Rico Constitution, and allows the legislature to enact 

laws and to approve budgets. Something that the Board 

prevented from doing -- prevented the Legislative Assembly 

from doing when it engaged in behavior outside of the confines 

of the Act, such as the decision on June 29 to rush the 

certification of a fiscal plan in violation of Section 201(c) 

and (d). 

The procedures departed -- that departed from Section 

204(a)(4)(B), when it interfered with the legislative process, 

sending a letter on June 4 to a president of a committee of 

the House of Representatives telling him that if PROME -- if 

Law 80 was not repealed in the way the Board wants it to be 

repealed, it would have adverse consequences to the government 

of Puerto Rico and the legislature in particular of depriving 

137

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 137 of 206
it of its budget, and the practices of misrepresenting revenue 

forecast to throw monkey wrenches at the legislature, 

preventing it from ever being able to approve a certifiable 

budget. 

If you look at the revenue forecast that the 

legislature -- that the Board assessed in the June 29 fiscal 

plan, which estimated them downward, to the budget that they 

approved, the budget that they approved is 200 million dollars 

over the revenue forecast for the fiscal year 2018-2019. It's 

that -- the budget that's approved by the Legislative Assembly 

of Puerto Rico was 40 billion less than the revenue forecast 

that the Board certified on May 6, when it referred the budget 

to the legislature. 

So those are really monkey wrenches thrown at the 

legislative process that will never allow the legislature to 

exercise its authority within PROMESA. Meanwhile, we have the 

Board exceeding its authority within the confines of PROMESA 

just to frustrate the legislative process. 

Not only that, when we see the reason why, the only 

reason that the Board has given to rush into a certification 

of a new plan on June 29 was because Law 80 was not repealed 

in the fashion that they wanted it. So that prompted, 

according to them, the need to revise the new -- the fiscal 

plan of May 30th and approve unilaterally one on June 29. 

That will certainly frustrate passing or certification of the 

138

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 138 of 206
legislature budget. 

And moreover, that reason is purely pretextual, 

because PROMESA -- I'm sorry, because the Board's own 

estimates show that repealing of Law 80 would not have any 

fiscal impact in the Puerto Rico budget until, at the best, 

the year 2020. Because the assumptions on which repeal of Law 

80 rests will not trigger any new income until after it has 

come into place, which is January 1st of 1919 -- of 2019. I'm 

sorry. And the revenues will not come into the Commonwealth 

coffers until the year 2020. Therefore, it's pretextual. 

The idea that they have to offset any losses created 

by the legislature on the Puerto Rico revenues for the fiscal 

year 2018-2019 as a result of not repealing Law 80, it's 

totally a conscious misrepresentation by the Board to justify 

illegal acts outside of the purviews of PROMESA, Your Honor. 

And it was incumbent on the Board to wait until the 

legislative process ended, until the legislature produced a 

law that repealed or not Law 80, and then let -- then engage 

in what Section 204 requires them to do, which is ask the 

legislature to explain the inconsistencies on that repeal. 

But no, they did not do that. They chose to 

interrupt the legislative process by threatening the 

legislature in a letter dated June 4, and then just 

decertifying a validly certified fiscal plan, which is the May 

30th fiscal plan, and approve the new one without the 

139

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 139 of 206
participation of the Governor in any fashion or way. 

And then the eventual consequence is what? They have 

approved and certified their own budget. And right now we are 

operating in Puerto Rico with, according to our perspective, 

an illegal budget. 

And that creates a real bad situation here, because 

if Your Honor agrees with us, then what are we going to do? 

Are we going to give the Board the option to determine whether 

the budget is certifiable or not, the budget approved by the 

legislature and the government of Puerto Rico? I don't think 

that that's an adequate remedy at this point. 

The Court can reinstate then the budget approved by 

the legislature, but it has a problem. It has not been 

certified by the Board. 

THE COURT: Yes, but --

MR. ALIFF-ORTIZ: Yes? 

THE COURT: Well, I was going to ask you, what in 

PROMESA or any other body of law would give this Court the 

power to certify a budget? 

MR. ALIFF-ORTIZ: Well, not to certify, but yes, put 

in place a budget that was validly certified, which is the 

2017-2018 budget. Article VI, Section Six of the Puerto Rico 

Constitution requires that when for a new fiscal year the 

legislature cannot agree on a budget, the fiscal year of the 

prior -- I'm sorry, the budget from the prior fiscal year will 

140

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 140 of 206
then continue operating for that fiscal year in which the 

government could not agree on a budget. 

Here we have the budget from the year 2017-2018. 

It's a certified budget. That budget was certified by the 

Board. So we have -- we have a budget that the Court can look 

at as one that was compliant, according to the Board, and put 

it in place. 

THE COURT: And so now that is a remedy that was not 

flushed out or pleaded in your Complaint, correct? 

MR. ALIFF-ORTIZ: Yes, Your Honor. It was not 

clearly developed, but we have a catchall request, which is to 

provide any remedy that is adequate in law. And based on the 

Constitution of Puerto Rico, that is a remedy that is adequate 

in law. 

When the Board chose to deprive the legislature of 

its prerogatives within the constitutional framework in which 

it operates, it took away their functions as a representative 

of the people that they voted for, when they decided not to 

repeal Law 80, and when they decided to approve a particular 

budget. 

So the actions of the Board certainly affected the 

legislative functions of each one of the legislature and the 

branch itself when it took away the powers to approve a budget 

without even giving the opportunity of comparing that budget 

to a validly approved fiscal plan to which it complied. 

141

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 141 of 206
It is very important, Your Honor, that Law -- repeal 

of Law 80, and I want to stress what brother counselor already 

expressed, repeal of Law 80 is just a recommendation that the 

law allows the legislature to reject, which they did. 

According to the law, they sent the letter to the President, 

the Congress, the Board, everyone, stating the basis for the 

rejection. 

So foreseeing that transformation in the employment 

area of Puerto Rico, which is outside of the boundaries of the 

Board, because that affects the private sector -- the Board is 

here to lead and direct the government of Puerto Rico, the 

public sector, on matters of fiscal responsibility and being 

able to return to the markets to gain financing to provide 

services and operate in the future. 

THE COURT: Well, is it illogical to think that the 

Board is necessarily concerned with the economy of Puerto Rico 

as a whole, and the ability of the Puerto Rican economy, both 

public sector and private sector, to operate in a way that is 

sufficiently credible to attract interest in the credit 

markets? 

MR. ALIFF-ORTIZ: Sure. And they can -- and they can 

engage in the exchange of ideas to develop those changes in 

the market, in the labor market, in the private sector. And 

that's what they miss, because instead of waiting for the end 

of the legislative process, and receiving the input from the 

142

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 142 of 206
legislature as to why it did not agree with the way the Board 

wanted to repeal Law 80, instead of imposing their public -- 

the policy views on how the market should be, really 

transcends, went beyond its power in PROMESA, because PROMESA 

creates the avenue to this exchange of ideas, to create 

legislation that is satisfactory to the Board, and 

accomplishes the ends that they intend to accomplish, Your 

Honor. 

And I think that by just bypassing that process, they 

just violated PROMESA and acted beyond the purview of their 

authority. 

We submit our position, Your Honor. Thank you. 

THE COURT: Thank you, sir. 

MR. ROLDAN GONZALEZ: Buenas tardes, Your Honor. 

Israel Roldan on behalf of the House of Representatives. 

THE COURT: Buenas tardes.

MR. ROLDAN GONZALEZ: Your Honor, we are here mainly 

for -- because of two reasons. First, we -- and when I say 

we, I mean Puerto Rico -- we are subjected to the territorial 

clause of the United States Constitution. 

This was addressed by Judge Swain in her recent 

Opinion and Order. We are a territory. We are a colony. For 

some of us, Your Honor, that's shameful, but that simply is 

the truth. 

The second reason, Your Honor, was stated by the 

143

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 143 of 206
brother counsels in their Reply Memorandum that was filed the 

day before yesterday. And I quote, we are here because the 

legislature demands restoration of its budget without 

repealing Law 80. 

Your Honor, the House and the Senate were working on 

repealing Law 80. There was all -- differences between the 

House and the Senate on how to do it, and they were working on 

it. They agreed on two things: The first one was that Law 80 

had to be repealed. The second one was that both houses agree 

that it was to be repealed prospectively. But the Board 

wanted the law to be repealed retroactively. 

So why the cuts to the legislative fiscal year 2018 

budget? This is also answered by the Board in the Memoranda 

of Law, and allow me to quote again. The Oversight Board 

agreed to certify a new fiscal plan restarting the legislative 

budget and making certain other changes the Governor 

requested, in exchange for the repeal of Law 80. When the 

legislature failed to enact the repeal, the Board addressed 

the economic impact by certifying the June 2018 fiscal plan. 

So, Your Honor, the question is not if the Board -- 

at least from my point of view, it's that the Board has the 

power to certify the June 2018 fiscal plan and the 2018-19 

budget. The question that we present, Your Honor, is that if 

it was done in valid reasons, as stated in PROMESA, or it was 

done in retaliation because Law 80 was not repealed 

144

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 144 of 206
retroactively as -- and in doing so, the Board exceeded its 

authority. 

It is clear that due to the Legislative Assembly 

disapproval of a bill, repeal Law 80, in the way and manner 

the Board wanted, he refused to certify the legislative 

assembly budget which complies with PROMESA, and proceeded to 

impose punitive measures which included reducing the 

legislative assembly operational budget. 

The Board's acts exceeding authority on PROMESA 

constituted a usurpation of the legislative assembly, 

exclusive legislative power, and furthermore, constituted an 

act of supplementation, bypass or replacement of the 

Commonwealth elected leaders. Therefore, has unlawfully 

enclosed upon the Legislative Assembly exclusive legislative 

power under the Puerto Rico Constitution. 

So we submit, Your Honor, that there is no valid 

reason for the Board's action. If the alleged reason for 

repealing Law 80 is that this will promote the creation of new 

jobs, why it has to be retroactively? 

The reason, Your Honor, we respectfully submit, is 

that there are no reasons. The Board wants to repeal Law 80 

retroactively, and this constitutes an abuse of its power. 

This is the real reason why we're here today. 

We pray for justice, Your Honor. 

THE COURT: Thank you. May I ask you a question? 

145

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 145 of 206
MR. ROLDAN GONZALEZ: Sure. 

THE COURT: The Board I think will say something to 

the effect that it has done its economic and policy studies, 

and believes that the change has to apply retroactively in 

order to achieve certain targets in the future. And the Board 

would say that's its reason is that it genuinely believes 

that.

And the Board also, I think, has been saying that it 

has -- it has the power to create budget lines and to use that 

budget authority to give incentives or disincentives to the 

legislature and the Governor to see things the Board's way. 

What in PROMESA specifically or other applicable 

legislation makes it illegal for the Board to use that tool of 

persuasion? Why should the Board just have to walk away?

MR. ROLDAN GONZALEZ: Your Honor, as we read PROMESA, 

if the Legislative Assembly works on a budget, and they 

discuss that with PROMESA, PROMESA makes its recommendations, 

and the budget that is approved is in accordance with PROMESA. 

And the budget that was signed by the government -- the 

Governor, was approved by PROMESA. Why the Board certifies 

their budget other than the fact that Law 80 was not 

immediately repealed as they requested? 

Your Honor, as brother counsel Aliff said, Law 80 has 

a theory as to the fact of repealing Law 80. But the Board 

agreed that that will not take effect until 2020. So why 

146

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 146 of 206
didn't they let the Legislative Assembly finish working under 

their procedure to repeal Law 80? And once that was done, 

they still had the power to repeal any law enacted by the 

legislature of Puerto Rico. 

They have the power, Your Honor. We're not asking -- 

we're not arguing that. What we're saying is that for no 

valid reason, at least no valid reason presented to the 

Legislative Assembly, they said, we want Law 80 to be 

repealed; and we want it now, and we want it retroactively. 

The assembly says, well, okay. We agree with 

repealing Law 80, but we believe it has to be repealed 

prospectively. 

So there was some kind of disagreement which was cut 

off. There was no space to work out, to reach some kind of 

agreement, because the Board immediately approved their 

budget. That is, Your Honor, the reason why they did that. 

We respectfully submit that it was against what 

PROMESA is all of, and we submit that it was an abuse of the 

powers granted to them by PROMESA. 

THE COURT: Thank you. 

MR. ROLDAN GONZALEZ: Respectfully submitted, Your 

Honor. 

THE COURT: Thank you, sir. 

And now rebuttal, please. 

MR. BIENENSTOCK: Thank you, Your Honor. Martin 

147

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 147 of 206
Bienenstock of Proskauer Rose for the Oversight Board. 

Your Honor, I want to briefly revisit the initial 

discussion we had about the reprogramming, because Your Honor 

asked a question about the impact on that issue of 201 

(b)(1)(A), and I was able to read it all and better, I think, 

better formulate the response while I was listening to 

everyone else. 

So there are three key points that I would offer. 

The first is when 201(b)(1)(A) says that the fiscal plan shall 

provide for estimates of revenues and expenses and be based on 

applicable laws, they're talking about the revenues and 

expenses in the fiscal plan. They're not talking about other 

expenses the Governor might interject through reprogramming 

that he can't know at the time. 

We don't know, now that the Governor said he wants 

the right, we don't know what he's going to claim was an 

unused appropriation and what he wants to do with it. So the 

first point is we don't think applicable laws meant the law in 

the books authorizing reprogramming. 

Second, 201(b)(1)(F) provides that the fiscal plan 

shall improve fiscal governance. There's nothing more 

important in fiscal governance than saying to the Governor and 

the legislature, the budget is the budget. You can't change 

it willy-nilly based on some reprogramming authorization you 

have under prior law. 

148

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 148 of 206
But let's say that were wrong, Your Honor, and let's 

say Your Honor would determine that's what they can do. Well, 

that leads to the following consequence. It would mean before 

a budget and fiscal plan is certified, we would have to get 

from the government every possible unused appropriation they 

could use, add up all the amounts, and say okay, if you're 

going to exercise that power or reserve the right to exercise 

it -- let's say they come back and say, we have 50 million of 

unused appropriations from prior years. You say, okay, we're 

subtracting 50 million from our fiscal plan and budget, 

because you want the right to authorize on your own. Now, 

that makes no sense, and it makes no sense that that's what 

Congress intended. 

Finally, Your Honor --

THE COURT: I'll ask my question after your third 

point. Thank you. 

MR. BIENENSTOCK: Okay. Your Honor, I think -- and 

this is really the point that I didn't appreciate earlier when 

Your Honor asked, it's at least possible -- I raised 

preemption of Section Four as to a reason why a statute on the 

books authorizing reprogramming would be preempted. And Your 

Honor, I think Your Honor's point was, well, that statute 

might be inconsistent with the Board's certified budget. 

But Section Four only preempts things inconsistent 

with the PROMESA Act. And my point --

149

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 149 of 206
THE COURT: It can be read that way, yes. 

MR. BIENENSTOCK: Well, that's what it does say. And 

I agree with that. We agree with that, Your Honor. 

My point is that when the PROMESA Act says to the 

Board, you certify the fiscal plan, you certify the budget, 

something on the books in Puerto Rico that says, well, the 

Governor under this authorization to reprogram can change what 

you did, that's inconsistent with the Act. The Act gives the 

Board the right to prescribe what it shall be, not the 

Governor. 

Now, that point, I think, can be driven home even 

further in connection with this and the Christmas bonus. 

Let's hypothesize for a moment that pre-PROMESA, the Puerto 

Rico legislature had said, the following is going to be our 

budget for the 2018-19 fiscal year. Well, I don't think 

there's any question in anyone's mind that that is preempted 

by PROMESA, because PROMESA says the legislature doesn't say 

what it is. It's got to be the Board, and the Board has to 

certify it. 

Well, it's no different to say that they couldn't 

have passed a law setting the entire budget than to say they 

couldn't have passed a law setting pieces of it like the 

Christmas bonus. Anything they legislated that said, you're 

going to spend 67 million dollars on a Christmas bonus, that's 

inconsistent with PROMESA that says, no, the budget will be 

150

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 150 of 206
what the Board certifies it will be, not what your prior 

statutes say you want to spend. 

So it is inconsistent with the Act, not the budget, 

or not just the budget. 

THE COURT: Thank you. So two questions. First, as 

to budget -- statutory budgetary line items, you have a 

specific tool for post PROMESA, post constitution of the Board 

legislation that is inconsistent with the fiscal plan or a 

budget. 

Do you also take the position that specific budget 

line items that may have been created by pre-PROMESA 

legislation are in effect preempted by PROMESA, or do those 

fall into the applicable law category because prior law puts 

them on the books?

MR. BIENENSTOCK: No. The former, Your Honor. As I 

think the Christmas bonus example makes clear, it's Section 

Four of PROMESA that makes these prior laws that create budget 

items inconsistent. And they're inconsistent not only with 

the budget and fiscal plan, they're inconsistent with Section 

201 and 202 of PROMESA that says, it's the Board, in its sole 

discretion no less, that gets to certify the fiscal plan and 

the budget. 

It's not the Puerto Rico legislature that can preempt 

that by saying, well, you have to spend X, Y and Z, because we 

passed those laws previously and they are immutable. That's 

151

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 151 of 206
the whole purpose we believe of having Section Four in the 

fiscal plan -- in PROMESA rather. 

THE COURT: Thank you. My other question, the one I 

originally intended to interrupt you with, is that I think I 

heard Mr. Friedman say in his remarks that he accepted that, 

well, the Governor accepts that any attempt to reprogram, to 

top up with monies from a prior fiscal year, would be 

inconsistent with the Board's determination that the -- 

determination of the parameters of the current year's budget. 

And would be noncompliant, and would trigger the noncompliance 

procedures and sanctions, so that effectively, the Governor 

couldn't do it willy-nilly. And the Board would be able to 

use powers to attack it on the back end as opposed to consider 

it unavailable on the front end. 

Do you have a response to that that you'd like me to 

hear? 

MR. BIENENSTOCK: Yes. Definitely, Your Honor. And 

we think Mr. Friedman proved our point for the following 

reason: The way I understood him is he said, if the Governor 

finds unused appropriations in a prior year, let's say just, 

for example, he finds ten million, he can't spend ten million 

on whatever he wants to do with it if the ten million will put 

him over the budget limit in the Board certified budget. 

So what I understood him to be saying is, he has to 

come within the Board certified budget. The reason I said he 

152

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 152 of 206
proved our point is the whole purpose of 201 and 202 of 

PROMESA, and PROMESA in general, is it's not just how much 

revenue will you have and how much expense can you have. It's 

what should you be spending money on? 

Do we want to spend money on different types of 

services, University of Puerto Rico, things to encourage 

growth, services for people, pensions for poor people, even if 

they're unfunded? It matters what they're spent on, and what 

Mr. -- and that is what PROMESA gives the Oversight Board its 

sole discretion to determine. 

And what Mr. Friedman is saying is, oh, no, the 

Governor, under this prior Puerto Rico law authorized in 

reprogramming, he can decide how the money will be spent. And 

that makes the point, that makes it not our certified budget 

anymore. 

Now the resources of the Commonwealth, which are 

scarce, everyone agrees are being used for purposes other than 

what the Oversight Board said they should be used for. If 

they were being used for what we said they would be used for, 

well, then he doesn't have to reprogram, because we are 

already approving them. 

So it's only when the Governor wants to deviate from 

what the Board certified that the reprogramming right has any 

meaning. And he is saying they can do it. And I've now said 

two or three times why I think that proves our point. 

153

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 153 of 206
THE COURT: Thank you. 

MR. BIENENSTOCK: Now, when it comes to the -- what 

we call the benefit issue, where they're -- the fiscal plan 

required certain savings from what we call benefits, all of 

which except for the hiring freeze and the Christmas bonus are 

already required by existing Puerto Rico law, you can no 

longer get cash for unused sick and vacation days, et cetera. 

And we said in our pleadings that while we don't 

think there's a good method to accomplish the amount of 

savings we required, without using cancellation of the 

Christmas bonus and a hiring freeze, if they find a way, that 

would not be contrary to this certified fiscal plan and 

budget. 

That doesn't mean we couldn't have required a hiring 

freeze, but that issue is not in front of the Court, because 

in that situation, we gave them an amount of savings to -- 

that they had to achieve, and how they achieve it is, under 

this fiscal plan and budget, within their discretion. As I 

said, we think certain realities set in, but it is within 

their discretion. 

THE COURT: Now, would you help me understand the 

difference you see between the repeal of Law 80 and the 

suspension of Act 230? Because your submissions assume, and I 

think affirmatively state, that you went to the June 30th 

plan; you couldn't do what you were proposing to do on May 

154

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 154 of 206
30th, because it would have required the repeal of Law 80. 

You can't do that by yourself, but you can suspend Act 230. 

MR. BIENENSTOCK: Right. 

THE COURT: Prior budgetary budget lines out of prior 

legislation are automatically superseded, preempted by 

PROMESA. What's so special about Law 80 that you can't do 

anything about it if your other theories are right? 

MR. BIENENSTOCK: Okay. And the difference is this: 

The reason we can suspend Act 230 that authorizes 

reprogramming is the reason I gave just previously, that it is 

directly inconsistent with PROMESA. Therefore, it's 

preempted, because it effectively let's the Governor decide 

what budget items should be, as opposed to the Oversight 

Board. 

The reason repeal of Law 80 doesn't fit into that is 

Law 80 is simply a law different than 49 of the 50 states, 

that it says, in Puerto Rico, an employee can't be terminated 

without cause. So as a practical matter, he can't really 

terminate without having the expense and aggravation of 

litigation or whatever. 

We think that's bad for Puerto Rico. It's really bad 

for Puerto Rico. But it's not inconsistent with PROMESA. 

There's nothing in PROMESA that says that it's got to be an 

at-will employment territory. 

THE COURT: So you're targeting macroeconomic effects 

155

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 155 of 206
with the repeal of Law 80? That's not something that's 

specifically provided for in PROMESA? 

MR. BIENENSTOCK: Right. 

THE COURT: On the other hand, a specific budget line 

item would be. And if that's inconsistent, then that would be 

preempted because of the power given to the Board? 

MR. BIENENSTOCK: Exactly. Exactly. 

THE COURT: Thank you. 

MR. BIENENSTOCK: Now I'll respond to the 

legislature's argument. They said what's -- I think they 

don't contest, they don't mention it, but they don't contest 

that our original budget and fiscal plan -- or actually, 

fiscal plan in April, 2018, had the same cut to the 

legislature's budget for 2019 as the current budget does. 

And the reason it had it is that it's an outsized per 

capita expense in Puerto Rico compared to the other 50 states. 

And even after the cut, it's still an outsized expense. It 

needs to be reduced. 

We basically had discussions with the Governor, this 

is all explained in our pleadings, and they don't contest it, 

that the Governor said he would procure the repeal of Law 80 

if we gave back certain things. The most, I guess, important 

or newsworthy item was the legislature's budget. But they're 

back where they should have been in April of 2018. 

The word retaliation is not in the Oversight Board's 

156

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 156 of 206
vocabulary. It's just not. And I'll leave it there. 

And the answer to what's so bad about repealing Law 

80 only for new jobs and not for present employees is simple, 

and this is in our pleading, too. You would have people in 

the same work place, most hired yesterday or before, new 

people hired tomorrow, subject to two different termination 

standards. 

You would still have the problem of going to outside 

investors saying, please invest in this business in Puerto 

Rico. Oh, by the way, it still has people subject to Law 80, 

so you can't really terminate them. 

That -- you can't foster business and investment if 

people have to get into a situation where they don't have 

employees at will. It's giant. We pointed that out in our 

briefs. It's the difference between having money for debt 

restructurings and largely not having it. 

Something will have to be done about this. 

Unfortunately it didn't get done by the end of June. But for 

the reason I gave, we were not comfortable that we had the 

right to impose the repeal of Law 80. 

THE COURT: Do you disagree with the legislature's 

proposition that the -- two propositions: One, that the Board 

had an obligation under PROMESA to essentially negotiate with 

the legislature rather than call the question and certify a 

plan? And two, that there was no particular urgency to the 

157

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 157 of 206
June 30th certification date? 

MR. BIENENSTOCK: Well, let me take the latter 

first, because it's shorter. We have to certify a budget 

before the first day of the fiscal year, so we couldn't wait 

later than June 29 to do it. The statute says we have to 

certify before the new fiscal year. 

We gave them the maximum amount of time. People work 

24/7. We don't complain or ask for sympathy, but the 

Oversight Board could not have done any more. 

Second, I don't -- I think their comments were wrong, 

because members -- actual members of the Oversight Board 

participated in all of the discussions the legislature wanted 

to have. And no, we don't think it was a legal obligation, 

but that doesn't mean we didn't want to do it, we didn't 

actually do it. And we're willing to keep talking to them and 

the Governor, as we always plan to do. 

If I could shift back quickly to the Governor's 

arguments. The argument about the D.C. statute, again, 

supports us. That statute, which as Mr. Friedman said, it 

allows the oversight, or the authority as they called it 

there, I think, but the Control Board there, to impose 

recommendations that still had a process for the Governor to 

say no. 

So the fact that we have the same thing in PROMESA, 

except we can impose it under the fiscal plan by adopting it, 

158

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 158 of 206
is not a significant difference between the D.C. statute and 

our statute. We actually have more power in our statute. We 

have sole discretion. They don't. 

We can deem the budget approved by the legislature 

and the Governor. The D.C. statute didn't give them that. We 

have 106(e). They didn't have it. So actually, we have a 

more potent statute in all of those respects. 

And in respect of the Creditors' Committee's point, 

we have always said that if we've made mistakes or if facts 

change, we will be changing the fiscal plans. And that can 

lead to changes in the budget obviously. 

The Oversight Board wants to make clear, however, 

that it will not change a fiscal plan or budget simply to 

accommodate a deal, a creditor deal. The creditor -- it's the 

reverse. The creditor restructuring has to fit within what 

the Commonwealth can afford and still have a sustainable 

economic future. The fiscal plan has to come first, not the 

desired outcome. 

God willing, we'll be able to get this done somehow, 

but we're not going to change the fiscal plan on account of 

that. If other facts change to the good, then we could change 

the fiscal plan. 

And I would just leave with this thought, Your Honor. 

It's inconceivable, we submit, that Congress created the 

Oversight Board, with its power over fiscal plans and budgets, 

159

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 159 of 206
only to create fiscal plans and budgets that you don't know 

which provisions are enforceable and which are not until the 

Governor says which ones he regards as recommendations. 

We think for all the reasons we put in our briefs, 

that was not what Congress did, and that none of the five 

points that the Governor has raised are in any sense 

unenforceable. 

THE COURT: One final question. With respect to the 

jurisdictional arguments that were made in the papers with 

respect to both of the actions, more vigorously with respect 

to the legislature's action, is the lack of discussion of them 

today an indication that they are not being pressed, although 

of course the Court has an independent duty to examine subject 

matter jurisdiction anyway, or was it just your choice as to 

what to spend your argument time on? 

MR. BIENENSTOCK: It was the latter, Your Honor. 

First, we think we made the point in the papers. They weren't 

really the subject of the remarks of the legislature's 

attorneys, but we are pressing them. We just didn't think 

they were -- more discussion of them here would be helpful to 

the Court. But if Your Honor has any questions, I'm obviously 

more than willing to answer them. 

THE COURT: No, thank you. I think they were covered 

well in the papers. I just wanted to make sure there wasn't 

some sort of signal -- 

160

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 160 of 206
MR. BIENENSTOCK: No. 

THE COURT: -- or new consensus that I wasn't picking 

up on. All right. 

MR. BIENENSTOCK: Thank you, Your Honor. 

THE COURT: So thank you very much. I thank you all 

for these very serious, very powerful arguments on these very 

important issues. 

I must reserve decision, because I must reflect 

further on them. But I do understand the urgency of the 

situation and how fundamentally it goes to the ability of the 

government of Puerto Rico to operate efficiently and 

effectively, and of the Oversight Board to do whatever job it 

is that Congress has determined in its particulars the Board 

is empowered to do. 

And so I will render a decision as quickly as I 

possibly can. And I thank you all for your patience and your 

understanding. 

This concludes today's agenda. Currently the next 

scheduled hearing date is September 12. It was scheduled for 

San Juan. I understand that the sentiment seems to be turning 

toward the feasibility of doing it in New York on that date, 

but not the feasibility of doing it here on that date. We 

will explore that further, and I will issue Orders so that 

everyone will know what is going on. 

And again, I thank the court staff here and in New 

161

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 161 of 206
York, and I wish safe travels and good health to all. We are 

adjourned. 

(At 3:03 PM, proceedings concluded.)

* * *

162

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 162 of 206
U.S. DISTRICT COURT )

DISTRICT OF PUERTO RICO)

I certify that this transcript consisting of 163 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 

July 25, 2018. 

S/ Amy Walker

Amy Walker, CSR 3799

Official Court Reporter

163

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 163 of 206
< Dates >

"August 16th 53:21

11.2.1 108:9

April, 2018 156:13

August 15 50:9

August 16 43:23, 

53:24, 56:9, 78:21

August 16, 2019 

43:13, 44:6, 56:3

August 16th 43:4, 

43:7, 53:3, 55:15

August 17 18:9, 

21:23, 25:17

August 17th 19:14, 

20:6, 21:4, 21:11, 

21:22, 23:1

August 6th 16:10, 

16:23, 21:17

August, august 15 

39:21

January 1st 139:8

January 2020 57:14

July 21, 2018 115:8

July 23rd 10:15

July 25, 2018 1:16, 

6:2, 163:9

July 5, 2018 104:1

July 6 16:12

July 9, 2018 104:2

July 9th 10:6

June 1 43:23

June 1, 2019 39:8, 

44:11

June 1st 43:19, 

53:20, 53:25

June 2018 144:19, 

144:22

June 29 137:16, 

138:6, 138:21, 

138:24, 158:5

June 4 137:21, 

139:23

June 5th 117:18, 

118:10

May 29 7:14

May 6 138:12

May 6, 2018 107:17

November 7th 19:6

October 31st 19:11

September 12 79:23, 

89:18, 161:19

September 12, 2018 

81:17

September 1st 54:16

September 4th 34:17

(10) 125:12

< 0 >

00081 115:17

< 1 >

10,000 14:7

100 16:20

104 123:18, 124:12

105 58:13

106(e 159:6

107 122:12

11 47:9

11.4 90:18

113-page 129:3

12 103:3, 103:15, 

109:19

12.52 131:10, 131:18

126 11:25

12:10. 102:5

12:12 102:7

12th 80:6, 86:13, 

87:1, 88:10, 89:14

13 19:19, 26:18, 

26:22, 27:14, 

27:17, 27:24, 

28:8, 30:4, 30:5, 

30:7, 30:19, 31:5, 

31:9

134 128:1

13th 35:10

14 98:7, 101:5, 

101:19, 115:8, 

115:14

14(C 61:13

14(D 45:18

14-day 32:23

15 34:23, 34:24, 

55:5, 55:8, 

102:15, 104:11, 

104:12, 104:18

16 117:15

16(A 53:20

163 65:4, 163:4

17-BK-3283(LTS 1:6, 

2:5, 2:19

17-BK-3567(LTS 1:24

173,000 7:18

174 11:18

18 104:13

18-00081. 115:9

18-80 102:14, 115:16

18-81 102:14

18-81. 115:18

18-AP-030(LTS 1:22

18-AP-080(LTS 2:3

18-AP-081(LTS 2:17

1919 139:8

1:15. 102:5

1:21 102:8

< 2 >

20 7:8, 65:11, 

102:20, 127:12

200 138:8

2004 22:13, 37:1, 

37:3, 38:4, 42:6, 

42:8, 58:6, 63:22, 

64:19, 66:20, 

75:22, 76:6, 78:2, 

79:4

2004. 56:24, 57:12, 

78:1

201 110:8, 111:15, 

111:18, 123:24, 

133:15, 133:23, 

148:4, 151:20, 

153:1

201(a 124:18

201(b)(1)(a 106:1, 

112:3, 112:12, 

148:9

201(b)(1)(f 148:20

201(b)(1)(k 106:19, 

106:25, 107:7, 

133:16

201(c 137:17

2017-2018 140:22

2017-2018. 141:3

2018 144:12

2018-19 144:22, 

150:15

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 164 of 206
2018-2019 139:13

2018-2019. 138:9

2018. 156:24

2019 13:14, 43:5, 

90:12, 91:2, 91:8, 

96:21, 96:23, 

98:22, 99:4, 

156:14

2019(B 90:23, 91:7, 

101:15, 101:17

2019. 43:7, 53:3, 

53:21, 131:16, 

139:8

202 111:18, 115:24, 

136:4, 136:7, 

151:20, 153:1

2020. 139:6, 139:10, 

146:25

203 120:6, 123:18, 

124:12, 127:9

203(a 130:22

203(c 120:9

203(d 120:10

203. 129:25

204 110:5, 111:15, 

124:8, 124:12, 

129:20, 130:4, 

135:19, 135:22, 

135:24, 139:19

204(a 124:4

204(a)(4)(b 137:20

204. 65:5, 110:13, 

123:18, 129:20, 

136:15

205 106:17, 107:7, 

107:13, 107:20, 

130:15, 133:14, 

133:22, 133:23, 

134:1, 134:8, 

135:11, 135:24, 

136:1

205(a 107:2, 107:3

205(a)(1 125:12

205(b)(3 107:19

205. 135:9

21-day 32:23

21: 3:9

22 128:3

230 112:24, 129:22, 

154:23, 155:2, 

155:9

23rd 35:6

24 102:17

24/7. 158:8

24th 35:6, 35:13

25 128:2

255 65:5

27 36:7

299 11:17

< 3 >

30 11:1, 14:2, 14:5, 

80:3, 89:8, 89:11

30-day 89:22

30th 117:21, 117:24, 

138:24, 139:25, 

154:24, 155:1, 

158:1

32 7:23

34 51:10, 51:11

362(d 80:11

362(e)(1 80:2, 81:3, 

81:14, 89:12

362(g 80:13

3666-1 44:9

3799 163:13

38 115:15

38-14 115:8, 115:11, 

115:16

38-14. 115:14

3: 1:6, 1:22, 2:3, 

2:17

3:03 162:3

< 4 >

40 138:11

403 65:4

45 47:17

45,000 7:21, 7:23

49 155:16

< 5 >

5,000 76:25, 77:13

50 149:8, 149:10, 

155:16, 156:16

500 64:24

513 65:3

54 131:14, 131:25

55 8:5

59 107:16

< 6 >

6,000 7:20

601(f 18:6

62 12:2

63. 108:9

67 150:24

68 115:9

< 7 >

761 65:3

< 8 >

80 124:21, 125:2, 

137:23, 138:21, 

139:4, 139:7, 

139:13, 139:18, 

141:19, 142:2, 

142:3, 143:2, 

144:8, 144:25, 

145:4, 145:18, 

145:21, 146:21, 

146:23, 147:2, 

147:8, 147:11, 

154:22, 155:6, 

155:15, 155:16, 

156:1, 156:21, 

157:3, 157:10

80. 117:8, 144:4, 

144:6, 144:17, 

146:24, 155:1, 

157:20

82. 19:15

84 11:14

< 9 >

90 46:10, 47:21

900 69:9

9014 20:2

95 11:13

99.5 11:11

9:39 6:3

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 165 of 206
< A >

AAFAF 8:21, 9:6, 

17:23, 17:24, 

26:1, 26:6, 26:8, 

38:15, 62:10, 

68:12, 78:8, 

102:17, 108:17, 

119:13

abandoning 118:14

ability 33:21, 35:9, 

54:18, 54:21, 

74:10, 87:19, 

105:9, 105:11, 

108:6, 109:24, 

120:22, 128:13, 

131:1, 142:17, 

161:10, 163:5

able 16:2, 16:18, 

25:9, 35:12, 

70:11, 73:2, 87:2, 

138:3, 142:13, 

148:5, 152:12, 

159:19

above 14:17

absence 85:5, 85:12, 

89:9, 133:18

absent 82:18, 117:10

Absolutely 70:23, 

93:3, 97:13, 

115:24

abuse 145:22, 147:18

accept 96:2, 127:19, 

127:24, 128:10, 

128:22

accepted 152:5

accepting 15:2

accepts 152:6

access 37:21, 37:24, 

38:12, 39:13, 

40:22, 40:25, 

41:1, 45:8, 45:13, 

45:14, 48:7, 48:8, 

51:1, 57:1, 62:13, 

63:2, 71:14, 72:4, 

73:7, 74:14, 

76:22, 98:18, 

105:11

accommodate 159:14

accompanies 101:7

accomplish 41:7, 

131:19, 143:7, 

154:9

accomplishes 143:7

accordance 13:5, 

52:21, 107:19, 

146:18

According 73:7, 

138:23, 140:4, 

141:6, 142:5

accordingly 57:16, 

87:9

account 30:20, 

33:24, 46:18, 

159:20

accountability 106:8

accounts 11:18

accurate 163:5

accused 15:22

achieve 12:24, 

112:22, 131:14, 

146:5, 154:17

achievement 106:10

acknowledge 14:22, 

97:15, 126:22

acknowledged 25:25

acknowledges 129:1

acknowledgment 26:1

acquiescing 89:24

across 123:5

Act 66:1, 112:5, 

112:7, 112:24, 

129:7, 129:19, 

129:22, 133:13, 

137:16, 145:12, 

149:25, 150:4, 

150:8, 151:3, 

154:23, 155:2, 

155:9

acted 143:10

acting 123:4

action 16:25, 23:15, 

64:22, 112:24, 

115:20, 126:6, 

135:23, 145:17, 

160:11

actions 135:21, 

141:21, 160:10

actively 95:8, 

95:15, 95:16

activities 100:22, 

100:23

acts 84:24, 139:15, 

145:9

actual 25:14, 85:18, 

158:11

actuality 31:2

Actually 9:7, 16:23, 

18:20, 20:17, 

21:23, 24:12, 

32:4, 37:1, 49:12, 

55:22, 61:11, 

64:11, 87:24, 

88:12, 89:6, 

94:23, 119:15, 

132:5, 156:12, 

158:15, 159:2, 

159:6

Ad 3:27

add 44:15, 53:9, 

54:2, 75:6, 77:21, 

77:25, 86:10, 

117:5, 149:6

added 23:22, 54:14

addition 38:18

additional 11:5, 

25:24, 45:24, 

51:1, 76:4, 85:19, 

86:7, 101:12

Additionally 10:21

address 17:19, 22:9, 

46:17, 46:19, 

48:8, 63:20, 

70:11, 119:7

addressed 73:14, 

79:1, 143:21, 

144:18

adequate 80:17, 

80:20, 85:4, 85:5, 

85:13, 140:11, 

141:12, 141:13

adequately 16:18, 

17:8, 82:6, 87:12

adjacent 122:1

adjourned 75:22, 

162:2

adjust 86:18

adjusted 87:9

Adjustment 9:16, 

9:19, 43:14, 44:1, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 166 of 206
44:11, 44:21, 

57:20

Administered 1:11

administration 

131:21

administrations 

10:19

administrative 8:25, 

84:23, 127:25, 

128:1

admit 14:2, 66:6, 

93:2

adopt 106:21

adopted 106:22, 

108:1, 116:5

adopting 106:25, 

158:25

adoption 116:6

advance 32:19, 

32:20, 43:5, 82:3, 

82:16, 97:22

advantage 50:7

adversaries 102:14

adversary 23:14, 

23:18, 24:4, 

24:24, 25:1, 26:5, 

82:25, 84:21, 

84:22, 90:11, 

96:9, 96:12, 

100:24, 102:4, 

115:10

adverse 137:24

advise 21:21, 22:5, 

22:6

advised 12:3

advisors 10:12, 

12:23

Advisory 3:16, 

108:11

affected 83:20, 

141:21

affecting 22:22, 

118:2

affects 105:15, 

142:10

affirmative 40:23, 

47:18

affirmatively 154:24

afford 159:16

afforded 14:24

afternoon 26:7, 

102:24, 102:25, 

103:8, 103:19, 

116:24, 119:12, 

136:4, 136:25, 

137:1

agencies 59:25, 

66:14, 67:8, 74:2, 

128:1, 132:6

Agency 3:15, 108:11, 

128:2

agenda 15:7, 36:25, 

79:13, 90:18, 

102:2, 102:9, 

161:18

agent 117:17

agents 8:11, 97:19

aggravation 155:19

ago 16:12, 22:10, 

48:13, 75:20, 

75:24, 92:5

agree 20:3, 103:10, 

107:15, 113:4, 

113:15, 140:24, 

141:2, 143:1, 

144:9, 147:10, 

150:3

agreed 19:17, 19:24, 

30:22, 37:6, 39:9, 

48:22, 49:8, 

50:17, 89:3, 

102:13, 144:8, 

144:15, 146:25

agreeing 19:22, 40:7

agreement 19:18, 

27:6, 28:4, 30:13, 

34:20, 36:3, 40:3, 

40:20, 42:21, 

59:16, 62:17, 

73:6, 74:14, 

97:20, 103:3, 

117:17, 118:5, 

147:15

agreements 8:18, 

38:6, 38:7, 67:1

agrees 125:14, 

125:16, 140:7, 

153:17

ahead 19:1, 111:24

aim 23:9

al 1:16, 1:31, 2:4, 

2:12, 2:18, 2:25, 

2:42, 3:4, 3:44, 

102:12

alarm 56:8

alarmed 10:8

alert 56:7

Aliff 3:44, 102:22, 

103:1, 137:2, 

146:23

ALIFF-ORTIZ 102:21, 

102:24, 103:1, 

136:25, 137:2, 

140:16, 140:20, 

141:10, 142:21

allegation 107:16

allegations 85:19, 

88:22

alleged 145:17

allocated 7:8, 

102:16

allocation 110:10

allocations 111:7

allow 22:9, 40:6, 

55:8, 61:8, 

138:15, 144:14

allowed 52:24, 

71:14, 99:18, 

110:20, 124:3, 

129:24, 130:17, 

135:17, 135:18

allowing 99:19, 

124:2

allows 116:17, 

137:12, 142:4, 

158:20

alternative 54:23

alternatively 32:24

Although 28:23, 

104:4, 104:5, 

160:12

Alvarez 8:15, 17:14

Amend 90:19

Amended 90:19, 

101:18

amendment 90:12, 

98:8

Amendments 13:1

American 4:13

Among 39:5, 117:7, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 167 of 206
128:1

amongst 103:6

amount 12:21, 16:20, 

17:7, 28:16, 

129:2, 154:9, 

154:16, 158:7

amounts 7:22, 11:23, 

30:6, 149:6

amply 82:1

Amy 163:12, 163:13

analysis 8:11

ancillary 122:23, 

123:1, 123:3

and/or 24:3, 42:6, 

57:11, 58:4

angle 15:19

animate 125:9

Ankura 11:7, 13:13

announced 13:8, 

79:21

announcement 55:3

answer 111:13, 

111:16, 120:18, 

124:15, 124:20, 

127:3, 128:20, 

157:2, 160:22

answered 86:1, 86:3, 

125:6, 144:13

ante 134:15

anti-cofina 97:20

anticipate 12:13, 

17:25

anticipated 80:9

anticipating 32:17

Antonio 2:3

Anybody 49:1, 77:21, 

85:15

anyway 27:17, 55:16, 

160:14

apart 16:4

Apparently 12:8

appear 21:4

APPEARANCES 2:38, 

3:1, 4:1

Appearing 3:25

appears 89:18, 

130:10

applicable 110:9, 

112:3, 146:12, 

148:11, 148:18, 

151:13

application 42:11, 

44:16, 54:3, 98:6, 

99:14, 100:8, 

126:20

applications 8:19, 

43:5

applied 95:2

applies 99:15

apply 42:22, 48:12, 

146:4

applying 20:2

appoint 137:8

appointed 10:21, 

10:24

appreciate 22:23, 

22:24, 26:12, 

33:22, 56:13, 

86:25, 149:18

approach 43:9, 61:1, 

71:5, 72:14, 

129:14

appropriate 9:11, 

24:18, 25:2, 

33:22, 68:21, 

69:13, 69:22, 

71:1, 71:5, 72:17, 

75:9, 86:8, 87:8, 

88:23, 90:22, 

91:11, 92:16, 

106:21, 107:1, 

120:11, 121:4

appropriated 109:15

appropriation 

109:17, 113:14, 

114:8, 115:22, 

148:17, 149:5

appropriations 

108:13, 112:17, 

113:8, 149:9, 

152:20

approval 18:11, 

28:7, 30:5, 46:4, 

109:5, 116:17, 

116:18

approve 113:4, 

137:13, 138:3, 

138:24, 139:25, 

141:19, 141:23

approved 27:9, 

27:12, 58:14, 

114:4, 114:6, 

116:1, 117:17, 

123:3, 138:8, 

138:10, 140:3, 

140:9, 140:12, 

141:25, 146:18, 

146:20, 147:15, 

159:4

approving 153:21

approximately 7:21, 

11:14, 11:17, 

11:24, 12:2

April 156:24

area 51:18, 85:3, 

125:18, 132:18, 

132:19, 142:9

areas 132:25

argue 47:13

arguing 92:12, 147:6

argument 19:9, 63:3, 

66:22, 93:1, 96:3, 

97:19, 102:10, 

123:23, 156:10, 

158:18, 160:15

argumentation 83:18, 

83:19, 103:5

arguments 79:25, 

83:22, 102:3, 

102:15, 158:18, 

160:9, 161:6

around 91:24, 92:2

Arribas 3:9

artfully 29:19

Article 121:18, 

140:22

Ashcroft 132:16

aside 91:18, 109:16

aspect 7:13, 51:4, 

99:11, 116:19, 

135:16

Assembly 104:2, 

137:3, 137:14, 

138:10, 145:3, 

145:6, 145:8, 

145:10, 145:14, 

146:16, 147:1, 

147:8, 147:10

asserted 46:6, 84:19

assess 111:19

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 168 of 206
assessed 138:6

assessment 87:11

asset 64:21, 64:22

assist 8:11, 8:14, 

78:14

assistance 52:20, 

57:14

assisting 8:16

Associate 65:4

associated 7:23, 

8:12, 94:10, 98:5

assume 19:16, 23:6, 

29:14, 33:5, 

61:14, 66:1, 

154:23

assumed 94:6

assumes 21:3, 23:1

assuming 19:18, 

21:10, 21:15, 

23:24, 33:5, 

135:19

assumption 20:5, 

24:2, 24:5

assumptions 117:22, 

118:1, 125:2, 

139:6

assurance 20:22

assurances 21:20

at-will 155:24

Atienza 10:21, 10:22

attached 42:14, 

116:3, 116:10

attaches 85:9

attack 152:13

attacks 120:5

attainable 21:12

attempt 9:3, 9:17, 

152:6

attempted 15:24

attended 14:18

attention 134:22

Attorney 114:9

attorney-client 39:3

attorneys 38:14, 

59:8, 59:19, 

62:12, 160:19

attract 142:19

audible 6:21

August 21:16, 21:21, 

25:16, 33:5, 

34:12, 34:14, 

34:15, 34:18, 

34:24, 35:3, 

35:10, 35:13, 

36:3, 36:8, 91:21

AUST 3:9

authorities 113:22

Authority 1:30, 

3:16, 13:9, 56:1, 

60:24, 108:11, 

110:11, 110:23, 

113:21, 138:16, 

138:17, 143:11, 

145:2, 145:9, 

146:10, 158:20

authorization 

108:17, 111:1, 

111:22, 112:25, 

148:24, 150:7

authorize 108:12, 

108:18, 108:19, 

108:22, 109:5, 

111:11, 149:11

authorized 110:15, 

153:12

authorizes 155:9

authorizing 148:19, 

149:21

automatic 46:24, 

47:2, 80:3, 80:12, 

80:23, 81:11, 

81:15, 82:13, 

82:22, 83:20, 

87:13, 91:20, 

130:19

automatically 155:5

available 22:16, 

34:11, 34:23, 

35:5, 41:13, 46:8, 

54:10, 62:16, 

109:7, 110:1

avenue 143:5

average 11:12, 12:1

await 33:18

awaiting 18:4, 18:7

aware 95:5, 119:4

away 26:3, 46:11, 

108:22, 120:24, 

124:11, 127:17, 

132:13, 133:2, 

134:3, 141:17, 

141:23, 146:14

< B >

b)(1)(a 110:8, 

111:15, 148:5

back 6:8, 46:17, 

50:2, 73:4, 74:18, 

78:1, 87:17, 

98:14, 99:20, 

99:22, 99:24, 

100:18, 101:2, 

104:16, 104:18, 

105:14, 121:23, 

133:17, 149:8, 

152:13, 156:22, 

156:24, 158:17

backs 125:18

backwards 20:12

bad 140:6, 155:21, 

157:2

balance 109:10, 

119:22

balanced 40:17

Banchs 4:16

Banco 3:36

Bank 3:23, 27:14, 

27:20, 66:1, 69:21

Bankruptcy 1:1, 

20:2, 80:11, 83:11

bar 7:14, 14:2

bargain 104:25

based 21:19, 60:21, 

106:17, 108:9, 

112:3, 141:12, 

148:10, 148:24

basic 99:11

Basically 92:17, 

100:15, 113:3, 

113:11, 119:24, 

129:13, 156:19

basis 40:4, 62:20, 

67:9, 69:9, 80:20, 

95:22, 97:10, 

98:5, 142:6

BDO 8:14

become 136:13

becomes 124:20, 

136:14

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 169 of 206
beforehand 21:23

began 10:15, 23:13

begin 7:7, 101:19, 

103:18, 137:5

beginning 16:22, 

21:16, 21:21, 

25:16, 34:15

begun 13:10

behalf 7:10, 10:1, 

13:24, 17:14, 

17:23, 26:4, 26:8, 

40:9, 69:1, 90:1, 

101:15, 103:9, 

119:13, 137:2, 

137:4, 143:15

behavior 137:15

behind 78:2

believe 23:9, 29:19, 

33:10, 35:2, 

47:15, 52:4, 

67:20, 75:7, 

82:10, 85:8, 

86:13, 89:10, 

89:21, 90:10, 

93:3, 96:22, 

106:17, 107:24, 

108:4, 117:4, 

119:2, 119:7, 

134:25, 147:11, 

152:1

believes 83:13, 

131:12, 146:4, 

146:6

belong 69:7, 78:9

belongs 82:9

below. 53:14

benefit 39:16, 

40:10, 98:5, 98:9, 

154:3

benefits 127:20, 

154:4

Benjamin 3:40

Bennett 3:41, 81:24, 

81:25, 82:5, 

82:18, 82:25, 

83:4, 83:7, 84:2, 

84:4, 86:2, 86:4, 

87:10, 87:24, 

88:2, 88:5, 89:6, 

89:20, 90:4

best 9:14, 39:22, 

72:24, 73:13, 

96:7, 115:5, 

139:5, 163:5

better 32:12, 39:20, 

85:4, 86:20, 93:8, 

148:5, 148:6

beyond 80:3, 119:20, 

129:20, 130:6, 

131:3, 143:4, 

143:10

bibles 63:15, 63:17

big 49:25, 73:23

bigger 128:20

Bill 62:9, 67:25, 

145:4

billion 8:5, 138:11

bills 112:21

bit 15:19, 16:11, 

42:10, 99:1, 

99:12, 120:5, 

125:17, 132:23

blank 101:20

blanks 100:14

Block 45:3

blow-by-below 46:18

blue 13:7

bodies 66:18

body 140:18

bond 7:25, 63:14, 

63:17

bondholders 81:2, 

90:7

bonds 92:7, 92:11, 

92:19, 92:23, 

93:3, 93:24, 97:9, 

97:23

bonus 126:15, 

126:16, 126:17, 

126:18, 132:6, 

150:12, 150:23, 

150:24, 151:16, 

154:5, 154:11

bonuses 126:14, 

127:5, 127:13, 

127:20, 127:21, 

132:5

books 148:19, 

149:21, 150:6, 

151:14

borrowings 11:19

bother 68:11

bottom 31:4, 88:25

bought 93:18, 94:11, 

94:12

bound 87:14

boundaries 142:9

branch 141:23

branches 137:11

breach 77:7

break 27:18

breakdown 45:6

Brian 3:5, 7:9, 

79:18

Brief 12:18, 41:16, 

42:13, 42:14, 

97:14, 108:19, 

134:1, 136:3

briefed 23:15

Briefing 19:10, 

19:12, 34:18

briefly 148:2

briefs 132:3, 

157:15, 160:4

bring 7:5, 69:1, 

69:6, 77:25, 

103:20, 113:24

brings 133:16

broad 32:2, 125:7

broken 74:7

brother 103:10, 

142:2, 144:1, 

146:23

brought 8:13, 8:14, 

67:13, 78:11, 

84:16, 94:3, 114:9

Bruce 3:41

bucket 127:20, 

127:22

budgetary 116:20, 

130:16, 151:6, 

155:4

budgeted 126:13

budgets 114:3, 

116:10, 126:12, 

137:13, 159:25, 

160:1

Buenas 143:14, 

143:16

built 43:21

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 170 of 206
bunch 122:8, 122:15

burden 47:16, 80:13, 

80:16, 82:8, 94:9, 

94:14, 98:2, 

98:14, 99:2, 99:12

burdening 9:12, 

67:17

burdens 52:22

burdensome 47:13, 

64:2, 64:10, 

65:10, 65:12, 

66:14, 66:21, 

67:8, 67:9

BURKE 4:3, 94:19, 

94:21, 94:22, 

95:23, 96:6, 

96:15, 98:3, 

98:13, 99:21, 

100:1, 100:5, 

100:12

Business 10:14, 

45:18, 45:25, 

46:1, 46:2, 157:9, 

157:12

buts 75:25

button 66:23, 94:11

buying 92:23, 93:24

bypass 145:12

bypassing 143:9

< C >

calendar 35:7, 

54:25, 89:16

call 7:7, 111:15, 

154:3, 154:4, 

157:24

called 158:20

calling 77:16

cancellation 154:10

candidates 11:5

candidly 129:7

capacity 90:24, 

91:3, 91:4, 

117:16, 117:23, 

118:2, 118:9

capita 156:16

capital 13:4, 61:14, 

61:17, 121:22

capture 72:12, 99:25

care 76:24, 109:2, 

109:3, 109:6, 

128:16

careful 109:8

carefully 41:23, 

105:18

Caribbean 11:2

Carolina 3:16

carried 107:21

carry 37:4, 105:9, 

106:12, 108:6

cars 122:19

cart 39:17

cases 22:12, 36:16, 

81:8, 91:23, 

92:25, 96:14, 

96:20, 99:5, 

117:13

cash 11:16, 12:1, 

27:24, 112:1, 

120:7, 154:7

CAT 4:49

catalog 58:8

catchall 104:7, 

105:2, 141:11

categorized 7:16, 

7:22

category 60:22, 

70:25, 151:13

Catholic 65:3

cause 25:2, 43:6, 

64:22, 80:12, 

80:16, 128:20, 

155:18

cause. 44:16, 54:4

census 134:7

cents 128:2

CEO 10:16

Ceos 10:7

certain 37:14, 

43:16, 43:22, 

43:24, 44:6, 

51:12, 68:21, 

117:22, 127:15, 

129:25, 130:11, 

144:16, 146:5, 

154:4, 154:19, 

156:22

certainly 10:8, 

20:24, 23:9, 

24:18, 90:5, 

92:16, 119:17, 

138:25, 141:21

certifiable 138:3, 

140:9

certification 116:5, 

121:5, 121:12, 

137:17, 138:20, 

138:25, 158:1

certified 105:3, 

110:14, 111:4, 

111:10, 113:9, 

114:23, 115:21, 

117:19, 118:7, 

123:6, 136:6, 

138:12, 139:24, 

140:3, 140:14, 

140:21, 141:4, 

149:4, 149:23, 

152:23, 152:25, 

153:14, 153:23, 

154:12

certifies 110:16, 

115:25, 126:4, 

146:20, 151:1

certify 105:23, 

119:19, 140:19, 

140:20, 144:15, 

144:22, 145:5, 

150:5, 150:19, 

151:21, 157:24, 

158:3, 158:6, 

163:4

certifying 13:15, 

144:19

cetera 37:25, 40:14, 

50:21, 51:25, 

73:13, 108:12, 

108:18, 114:10, 

125:3, 154:7

challenge 127:18

challenged 128:24

chambers 86:12

change 41:17, 43:22, 

53:20, 56:24, 

57:5, 57:12, 

90:24, 93:9, 

98:21, 101:16, 

113:13, 120:8, 

122:4, 125:24, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 171 of 206
129:21, 130:24, 

146:4, 148:23, 

150:7, 159:10, 

159:13, 159:20, 

159:21

changed 57:16, 

98:20, 99:5

changes 10:4, 37:6, 

37:14, 40:15, 

43:10, 55:23, 

56:14, 57:9, 

58:16, 93:14, 

98:20, 101:10, 

101:12, 117:12, 

132:17, 142:22, 

144:16, 159:11

changing 110:22, 

159:10

Chapter 47:9

characterized 59:7, 

59:18, 62:3, 

107:20

charges 113:24

chief 22:15, 127:6

choice 160:14

choices 40:13, 

50:23, 51:6, 

126:19, 127:3

choose 131:24

choosing 52:2

chose 133:11, 

139:21, 141:15

Christmas 126:14, 

126:15, 126:16, 

126:17, 126:18, 

127:5, 127:12, 

127:21, 132:4, 

150:12, 150:23, 

150:24, 151:16, 

154:5, 154:11

Church 65:3

circumstances 68:22, 

69:13, 72:20

cite 64:17, 65:6

cited 95:4

cites 65:2

Claim 9:21, 13:25, 

15:9, 23:16, 

23:25, 24:11, 

30:7, 64:25, 69:1, 

69:10, 82:12, 

84:16, 84:18, 

84:20, 84:24, 

91:6, 91:7, 91:8, 

91:18, 148:16

claimed 81:2

claiming 86:5

clarification 27:4, 

45:7, 46:5, 55:21, 

94:24, 97:4, 98:8

Clarify 87:19, 

90:19, 90:22, 

96:11

clarifying 55:18

clarity 48:7, 118:17

classes 131:20

classified 38:13, 

62:3

Claudia 3:34, 15:15

Claudio 3:44, 

102:22, 103:1, 

137:2

clause 143:20

clear 23:16, 29:1, 

30:19, 42:18, 

43:15, 56:2, 61:5, 

62:20, 64:13, 

66:11, 78:9, 84:5, 

89:6, 89:23, 90:8, 

94:23, 95:23, 

99:14, 118:6, 

118:15, 132:20, 

133:1, 145:3, 

151:16, 159:12

clearly 33:17, 

46:24, 49:15, 

93:12, 94:14, 

115:24, 119:2, 

120:25, 141:11

CLERK 14:11, 14:16, 

14:17, 15:2, 

104:12

clients 17:3, 96:13, 

98:18

clock 47:7, 114:20

closer 15:20, 88:19

CMO 101:7, 101:9

co-counsel 92:18

Code 80:11

coffers 139:10

COFINA 8:17, 91:23, 

92:1, 92:7, 92:11, 

92:13, 92:18, 

92:19, 92:25, 

97:9, 97:11, 

97:16, 97:23, 

101:1

coin 49:9

coincidence 87:6

collateral 80:22, 

81:10, 82:2, 

82:20, 83:20, 

84:13, 84:25, 

85:21, 87:13, 90:7

colleague 7:12, 

103:7

collections 12:1

college 11:3

colony 143:22

comes 15:2, 19:14, 

34:18, 70:6, 

116:14, 130:8, 

134:9, 154:2

comfortable 49:23, 

83:17, 100:8, 

157:19

coming 31:4, 54:25, 

73:21

comma 54:2

command 112:19

commanding 105:23

commands 106:13

commence 18:15

commencement 18:8, 

31:13, 31:22, 43:2

commencing 18:1

commend 14:11

comment 22:2, 76:3

comments 94:22, 

136:21, 158:10

commit 18:12

commitment 29:1

committee. 53:9

Commonwealth-cofina 

95:12, 100:16, 

101:21, 117:19, 

118:5, 118:13

communicate 6:15

communicating 7:2

communication 39:4

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 172 of 206
communications 99:9

compared 156:16

comparing 141:24

compel 68:18

compelling 81:4, 

133:6

competent 105:12, 

128:16

complain 134:2, 

134:4, 134:11, 

134:13, 158:8

complaining 108:21

Complaint 23:18, 

24:3, 24:10, 

24:14, 24:16, 

24:17, 24:19, 

24:20, 104:1, 

104:2, 104:4, 

104:5, 105:1, 

107:11, 107:17, 

108:20, 116:3, 

120:5, 126:11, 

128:23, 129:8, 

134:15, 141:9

complete 50:5, 

51:15, 94:2, 

101:20

completed 12:19, 

98:24

completely 114:14

complex 119:5

compliance 94:10, 

123:12, 135:14, 

135:18

compliant 120:7, 

141:6

complied 130:23, 

141:25

complies 145:6

comply 99:3, 99:10, 

120:4, 130:20, 

135:16

comprehensive 13:18

computer 104:15

conceal 97:8

concede 84:6

concept 43:25, 

93:22, 119:24

Conceptually 73:20

concern 34:10, 36:4, 

60:7, 91:5, 

129:12, 130:25

concerned 10:9, 

29:19, 34:22, 

59:22, 73:9, 

76:14, 117:10, 

142:16

concerning 81:1

concerns 34:9, 

134:21

conclude 81:11

concluded 27:8, 

27:21

concluded. 162:3

concludes 36:24, 

90:10, 102:2, 

161:18

conclusion 80:4, 

81:13

condition 66:8

conditions 43:21

conducted 89:8

confer 45:21, 75:10, 

88:24

conference 6:13

conferences 76:10

confers 57:8

confidential 38:14, 

41:10, 59:7, 59:9, 

59:18, 59:19, 

62:4, 62:11

confidentiality 

39:25, 47:11, 

66:4, 66:25, 67:1, 

73:13

confines 137:15, 

138:17

confirm 57:17, 86:25

confirmation 18:5, 

18:7, 42:24, 

43:19, 44:1, 

44:11, 54:25

confirmed 12:20, 

44:21, 87:4

confiscation 7:4

conform 58:15

conforming 55:23, 

56:14

conformity 110:8

confusing 44:22

confusion 44:3, 92:9

Congress 107:13, 

107:19, 111:23, 

112:15, 122:13, 

132:10, 132:12, 

132:17, 133:7, 

134:19, 134:23, 

134:25, 142:6, 

149:13, 159:24, 

160:5, 161:13

connection 15:9, 

79:15, 150:12

conscious 92:10, 

139:14

consciously 74:22

consensus 161:2

consent 24:23, 

25:20, 25:21, 

74:16, 78:11, 

126:21

consequence 97:3, 

140:2, 149:3

consequences 113:9, 

137:24

consider 28:5, 

110:22, 116:4, 

152:13

consideration 108:5

considered 22:16, 

58:3, 59:17, 

104:8, 105:4, 

106:13

considers 51:18

consistent 6:12, 

29:3, 137:7

consisting 163:4

consists 42:20

consolidate 131:20, 

132:5

consolidated 128:2, 

128:3

constituted 107:17, 

124:7, 145:10, 

145:11

constitutes 145:22

Constitution 6:10, 

116:11, 121:19, 

122:13, 137:12, 

140:23, 141:13, 

143:20, 145:15, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 173 of 206
151:7

constitutional 

141:16

constructive 12:23, 

25:10

Consulting 11:7

contain 40:12

contains 117:22

contemplated 118:4

contest 156:11, 

156:20

contested 28:22

context 19:17, 42:6, 

50:18, 56:24, 

66:20, 70:9, 

71:13, 72:19, 

80:19, 88:14, 

92:4, 95:10, 

95:21, 118:25, 

123:9

continuation 37:1

continue 9:4, 14:25, 

22:17, 104:23, 

141:1

CONTINUED 3:1, 4:1, 

79:22, 80:3, 87:8

continuing 10:13, 

11:7, 13:13, 84:12

contracts 124:9

contradiction 118:21

contrary 57:19, 

110:17, 154:12

contributing 121:10

contributions 83:22, 

83:23, 85:8

Control 109:21, 

109:24, 111:2, 

111:25, 120:22, 

120:23, 124:25, 

132:14, 133:8, 

133:17, 133:18, 

135:4, 158:21

controlled 78:4, 

78:16

controls 106:9

controversy 95:13

conundrum 112:2

converted 11:22

cooperate 40:7

cooperating 55:12

cooperation 39:7, 

40:20, 42:17, 

42:23, 43:16, 

44:4, 53:2, 53:14, 

54:2

cooperatively 129:7

coordinate 35:16, 

35:17

coordinating 25:1

copies 77:14

copy 115:2, 115:14

corporations 83:10

Correct 17:10, 30:3, 

30:9, 30:11, 31:8, 

63:15, 63:16, 

64:14, 70:3, 73:5, 

78:21, 82:24, 

82:25, 96:15, 

97:15, 98:13, 

102:20, 103:10, 

141:9

corrected 44:17

correcting 103:14

corrective 135:21, 

135:23

correctly 64:1

cost 41:12

costs 49:20

Counsel 6:5, 7:7, 

26:6, 30:22, 45:1, 

58:15, 65:1, 

102:16, 102:17, 

102:18, 102:19, 

103:10, 103:17, 

146:23

counselor 142:2

counsels 144:1

counter 86:8, 88:9

County 4:15

couple 14:13, 

101:10, 114:18

course 10:14, 24:16, 

24:25, 26:5, 

76:23, 77:1, 

84:23, 105:19, 

119:6, 126:6, 

160:13

courtroom 6:15, 7:2, 

7:5

courts 64:25, 65:15, 

66:19, 85:11

cover 8:1, 41:9, 

80:9, 127:21

covered 58:3, 66:1, 

160:23

covers 75:8, 79:4, 

81:19

crazy 124:25

create 35:23, 68:12, 

98:15, 123:2, 

143:5, 146:9, 

151:17, 160:1

created 139:11, 

151:11, 159:24

creates 140:6, 143:5

creation 145:18

credible 142:19

credit 99:2, 99:12, 

142:19

creditor 91:6, 

159:14, 159:15

Creditors 3:12, 

3:40, 8:21, 34:6, 

37:16, 40:24, 

68:24, 80:12, 

90:18, 109:10, 

109:12, 159:8

crime 120:17, 

120:20, 121:9, 

121:13

criminal 108:7, 

113:7, 113:13, 

113:16, 113:24, 

120:16

criminalization 

121:3

Criminalizing 120:21

critical 89:19, 

129:18

crux 124:13

CSR 163:13

CTO 123:20

cued 30:4

current 11:12, 

152:9, 156:14

Currently 11:9, 

11:17, 62:14, 

161:18

curriculum 131:22

custodians 37:25

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 174 of 206
customers 11:11

cut 123:21, 147:13, 

156:13, 156:17

cuts 120:11, 144:12

< D >

D&O 61:22, 62:24, 

62:25, 64:16, 

64:20, 65:1, 

65:15, 67:12, 

68:19, 68:20, 

69:2, 69:11, 70:4

Dale 3:6, 23:11, 

23:21, 25:19, 

25:21, 30:18, 

31:8, 55:10, 

55:17, 77:23

database 37:25

dated 104:1, 104:2, 

139:23

dates 17:1, 18:22, 

20:13, 42:23, 

54:24, 89:15, 

89:16

David 3:47, 37:8

Day 6:10, 17:6, 

19:9, 22:6, 29:3, 

31:21, 32:21, 

33:1, 34:15, 

34:16, 35:14, 

45:18, 55:1, 56:6, 

78:21, 79:20, 

86:14, 109:18, 

144:2, 158:4

day-to-day 11:7

days 14:2, 14:5, 

14:13, 16:21, 

29:3, 34:14, 

34:24, 36:7, 41:3, 

45:22, 45:24, 

45:25, 46:1, 46:2, 

55:5, 55:8, 80:3, 

87:23, 88:15, 

89:8, 89:11, 

101:5, 101:19, 

154:7

de 3:36, 92:17

deadline 22:7, 

31:16, 32:4, 

32:10, 32:19, 

32:22, 32:23, 

43:15, 54:23, 

57:15, 99:23, 

100:1

deadlines 16:1, 

32:19, 33:21, 

33:22, 54:23

deal 20:4, 35:9, 

69:24, 83:4, 

121:20, 159:14

dealing 50:6, 75:14, 

83:8, 83:9, 119:5, 

125:22

dealt 42:6, 48:6, 

56:23, 100:25

debt 109:22, 109:24, 

117:23, 118:2, 

118:9, 157:15

debtor 39:10, 44:1, 

80:15, 84:19, 

90:22, 97:6

Debtors 1:18, 34:22, 

44:12, 85:10, 

96:14, 96:18, 

101:3

decertifying 139:24

decide 153:13, 

155:12

decided 29:25, 

50:23, 67:16, 

141:18, 141:19

decides 123:10

decision 29:22, 

51:2, 91:17, 

92:10, 95:4, 

100:9, 109:8, 

123:20, 137:16, 

161:8, 161:15

decisions 126:23

declarations 82:3, 

85:19, 86:7, 86:8

deem 159:4

deemed 29:16, 47:2, 

114:4, 116:1, 

116:17, 116:18, 

123:3, 136:6

default 47:24

Defendants 1:33, 

2:14, 2:27, 15:25, 

16:6, 25:10

defer 100:6, 100:9

deficits 106:6, 

106:7

define 121:25

defined 39:7, 53:14, 

121:21, 129:10

Definitely 20:11, 

152:17

definition 61:13, 

121:23

definitively 18:12

defunds 126:5

degree 134:17

delay 20:15, 99:9

delayed 16:24, 25:15

delays 22:21

delete 53:7, 53:9, 

53:13

delivered 11:13, 

61:2, 72:3

delivery 18:5

Deloitte 8:14

demands 39:19, 144:3

demonstrate 39:14

demonstrates 82:1

demonstration 41:11, 

52:5

denial 7:4

departed 137:19

Department 108:12, 

131:14

depending 45:12

deposition 22:15

depositions 17:4

depositories 60:3

depository 38:20, 

45:9, 48:9, 48:21, 

53:17, 56:22, 

57:2, 58:4, 59:9, 

60:17, 60:19, 

61:6, 61:24, 62:5

deprive 141:15

depriving 137:25

described 42:12, 

43:13, 53:17, 

71:4, 107:3

description 43:9, 

51:17

deserve 108:4

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 175 of 206
designations 88:9

desirability 117:7

desired 126:4, 

159:18

destabilizing 10:10

destroy 52:24

destroying 53:2

destroys 109:23, 

109:25

detail 45:11

detailed 122:9

determination 9:9, 

29:2, 29:8, 29:11, 

47:18, 47:22, 

68:4, 80:5, 127:7, 

152:8, 152:9

determine 9:10, 

88:23, 89:4, 

140:8, 149:2, 

153:10

determined 81:3, 

161:13

determines 104:8, 

105:4

Detroit 9:3

develop 13:14, 

142:22

developed 33:19, 

105:24, 141:11

developing 9:6, 

106:20

Development 3:23, 

10:9

developments 37:5, 

117:25

deviate 153:22

device 6:19, 6:21, 

7:2, 7:4, 36:18

devices 6:14, 6:18, 

7:5

dialogue 25:10

Diaz 10:21, 10:22

dictate 113:2

difference 50:12, 

64:24, 97:2, 

154:22, 155:8, 

157:15, 159:1

differences 144:6

different 16:22, 

21:6, 28:4, 28:5, 

35:24, 37:18, 

73:7, 74:15, 

98:17, 133:22, 

150:20, 153:5, 

155:16, 157:6

difficult 99:1, 

127:2

difficulty 86:16

dimension 119:4, 

119:8

diminished 35:9, 

85:21

diminution 80:21, 

81:10, 82:14, 

87:13, 90:6

DIP 11:20, 11:21, 

11:25, 12:5

direct 113:21, 

142:11

directed 34:5, 58:4

direction 41:25, 

56:1, 58:5

directly 12:8, 61:3, 

61:9, 62:16, 67:5, 

70:13, 73:15, 

73:18, 155:11

director 10:16, 

10:23, 11:5

directs 74:17

disable 110:10, 

112:20

disagree 157:21

disagreement 147:13

disapproval 145:4

disburse 28:12

disbursements 28:11

disbursing 28:11

discard 53:9, 53:13

discharge 40:9

disclose 52:18, 

56:20, 57:7, 92:1, 

92:10, 101:3

disclosed 74:16, 

92:24, 95:10, 

97:2, 97:3

disclosing 39:1, 

50:13, 72:11, 94:6

disclosure 25:25, 

92:15, 94:25, 

95:2, 96:17, 97:5, 

99:8, 99:19

disclosures 32:24, 

98:15

discovery 16:1, 

17:3, 20:9, 20:24, 

21:8, 22:11, 

22:13, 22:18, 

22:19, 42:5, 

48:25, 49:16, 

68:20, 68:21

discrete 104:6, 

105:1, 105:7, 

105:16

discretion 151:21, 

153:10, 154:18, 

154:20, 159:3

discuss 6:10, 9:22, 

39:11, 69:19, 

78:7, 146:17

discussed 24:1, 

58:16, 70:1

discussing 58:6

discussion 15:10, 

38:23, 42:9, 

50:13, 50:17, 

117:11, 148:3, 

160:11, 160:20

discussions 34:9, 

51:13, 52:1, 

156:19, 158:12

disincentives 146:10

Dismiss 23:15, 83:1, 

102:3, 102:10

dismissing 104:1

disparate 92:4

dispute 90:5, 94:23, 

95:23, 117:19

disputed 26:23, 

41:24, 82:19, 

84:8, 85:20, 88:8, 

89:1

disputes 39:24, 

68:12, 90:6

disseminated 66:2

distinction 26:20, 

49:21

distinguish 37:19

distinguished 82:13

distressing 110:4

distributed 103:6

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 176 of 206
distributions 83:21

District 1:3, 2:32, 

2:33, 2:35, 163:1, 

163:2, 163:7, 

163:8

diverted 82:20, 90:7

doc 74:22

Docket 1:6, 1:22, 

2:3, 2:17, 21:24

document 44:9, 

44:10, 45:8, 48:7, 

48:21, 52:18, 

53:5, 53:17, 57:2, 

58:4, 61:12, 

62:14, 67:20, 

69:14, 72:2, 72:6, 

76:14, 76:15, 

76:23, 115:8, 

115:13, 115:15

document-by-document 

62:20

documentation 52:15, 

114:22, 122:23

documented 42:13

doing 32:1, 39:15, 

69:7, 71:14, 

79:24, 82:22, 

108:16, 126:8, 

133:8, 135:7, 

137:14, 137:15, 

145:1, 161:21, 

161:22

dollar 8:5, 27:16, 

64:23, 64:24, 

109:7, 126:14, 

128:11

dollars 7:24, 11:18, 

11:19, 11:25, 

12:2, 19:19, 

26:19, 27:14, 

27:18, 30:20, 

31:5, 69:9, 

126:18, 127:12, 

131:14, 131:15, 

138:8, 150:24

Donald 4:3, 94:19

done 9:3, 19:11, 

19:16, 34:3, 38:1, 

41:8, 49:19, 

64:20, 69:3, 86:3, 

87:25, 88:3, 

91:21, 95:6, 

123:16, 126:1, 

144:24, 144:25, 

146:3, 147:2, 

157:17, 157:18, 

158:9, 159:19

door 66:22

Dorsey 3:37

doubt 65:2, 91:1, 

91:19

down 31:4, 87:2, 

115:19, 118:19, 

128:2, 133:10

downward 138:7

draft 135:4

drafted 44:5

drift 50:22, 56:6

drifts 52:3

driven 150:11

dropped 36:17

due 145:3

during 7:2, 10:5, 

19:23, 34:18, 

42:16, 53:13

duty 160:13

< E >

e)(3 136:7

e-mail 77:8

e-mailing 7:1

earlier 26:1, 31:8, 

37:23, 42:23, 

43:18, 44:12, 

44:21, 46:13, 

91:13, 149:18

early 8:20, 32:14, 

33:5, 36:11, 43:20

ease 98:23

easiest 70:19, 71:8, 

72:10

easily 62:1

easy 66:18

ECF 44:10, 45:17, 

53:5, 53:19, 

115:12

echo 136:20

economic 41:8, 

96:17, 97:8, 

97:22, 98:20, 

144:19, 146:3, 

159:17

economy 105:12, 

109:11, 142:16, 

142:17

edits 53:4

education 131:13

effect 10:10, 25:18, 

80:22, 81:16, 

118:3, 118:10, 

124:23, 136:8, 

136:9, 146:3, 

146:25, 151:12

effective 33:20

effectively 134:10, 

152:11, 155:12, 

161:12

effects 155:25

efficient 41:7, 

43:11, 69:17

efficiently 50:8, 

161:11

effort 62:12, 113:10

eight 44:10, 102:18, 

102:19

Either 19:8, 19:18, 

21:5, 64:12, 

75:15, 84:21, 

85:2, 85:15, 

88:11, 123:16, 

132:24

elaborate 97:22, 

117:15

elaborated 98:12

elected 121:6, 

126:24, 129:15, 

132:13, 133:10, 

145:13

electronic 6:14, 

6:18

Eli 10:21

eliminate 106:6, 

126:14

elimination 106:7

EMMA 31:24

emphasizing 108:18

employee 83:22, 

155:17

Employees 4:16, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 177 of 206
157:3, 157:14

employer 83:23, 85:8

employment 142:8, 

155:24

empowered 161:14

empowerment 124:12

enable 106:9, 123:11

enabling 103:20

enact 137:12, 144:18

enacted 111:3, 

116:5, 147:3

enactment 112:21

enclosed 77:9, 

145:14

encourage 153:6

end 11:22, 13:15, 

16:22, 20:11, 

21:6, 28:2, 28:7, 

29:7, 34:14, 

42:22, 43:15, 

44:3, 54:1, 54:17, 

73:22, 87:23, 

142:24, 152:13, 

152:14, 157:18

ended 139:17

ends 135:9, 143:7

Energy 11:6, 13:5, 

13:8, 13:12

enforce 85:9, 85:11

enforceable 106:23, 

160:2

enforcement 130:5

engage 112:11, 

134:20, 139:18, 

142:22

engaged 137:15

engagement 43:17, 

43:20, 44:7, 

44:13, 54:12, 

54:16, 55:2

engineer 11:1

engineers 11:3

enough 12:3, 98:21

ensure 105:11, 

127:1, 135:14, 

135:17

enter 25:18, 28:4

entered 41:4, 79:20, 

96:25, 117:17

entering 24:24

enters 33:15

entire 8:1, 48:9, 

53:2, 87:24, 88:2, 

150:21

entirety 107:7

entities 8:3, 38:3

entitled 40:20, 

60:25, 68:5, 

75:24, 77:8, 

85:13, 89:10

entity 66:20

entry 101:19, 101:20

equip 131:22

equity 80:15, 82:12

ERS 3:39, 8:16, 

79:16, 81:2, 

82:23, 83:20, 

84:5, 84:7, 84:9, 

84:10, 86:18, 87:9

especially 25:11, 

91:12

Esq 3:16, 3:18, 

3:23, 3:44, 4:8, 

4:16

essential 28:13, 

118:20

essentially 38:5, 

39:19, 40:16, 

41:15, 97:17, 

104:5, 157:23

established 57:5

estate 30:21

estimate 7:17

estimated 138:7

estimates 106:4, 

139:4, 148:10

estimating 112:14

et 1:16, 1:31, 2:4, 

2:12, 2:18, 2:25, 

2:42, 3:4, 3:44, 

37:25, 40:14, 

50:21, 51:25, 

73:13, 102:12, 

108:12, 108:17, 

114:10, 125:3, 

154:7

evaluate 22:25

evaluating 15:3

event 55:16

events 130:11

eventual 140:2

everybody 19:17, 

19:22, 24:10, 

26:20, 99:15, 

101:23

everyone 9:14, 17:2, 

22:6, 22:7, 41:2, 

41:22, 48:12, 

49:21, 74:4, 93:4, 

94:15, 114:14, 

142:6, 148:7, 

153:17, 161:24

everything 41:1, 

41:11, 47:3, 47:7, 

47:19, 47:25, 

74:6, 86:19, 94:2, 

122:16, 135:16, 

137:7

evidence 97:12, 

97:24

evidentiary 19:8, 

85:18, 87:12, 

88:7, 88:12, 

88:14, 88:21, 89:2

Exactly 24:6, 51:23, 

72:24, 75:20, 

89:5, 94:11, 

107:22, 125:18, 

129:5, 156:7

exaggerates 98:23

examination 38:4

examinations 38:25

examine 160:13

examiner 47:9, 67:3, 

67:14, 69:21

example 66:13, 72:2, 

92:25, 130:9, 

131:6, 131:10, 

131:11, 151:16, 

152:21

examples 124:2

exceeded 145:1

exceeding 138:17, 

145:9

except 80:14, 

104:17, 105:19, 

154:5, 158:25

excess 7:23

exchange 142:22, 

143:5, 144:17

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 178 of 206
excitement 95:14

exclusions 57:8

exclusive 145:11, 

145:14

exculpation 58:13

excuse 7:15, 8:2, 

26:13

excused 26:15, 79:10

Executive 10:16, 

10:22, 124:9, 

127:7

exercise 53:12, 

60:24, 98:19, 

136:22, 138:16, 

149:7

exercising 136:22

Exhibit 51:5, 115:8, 

115:11, 115:14

EXHIBITS 5:9

existed 24:13, 92:5

existence 91:14

existing 84:21, 

125:24, 154:6

exists 52:15, 76:16, 

83:13

Exit 37:2, 40:7, 

40:23, 41:4, 

52:21, 57:11, 

57:19, 58:2, 58:9, 

61:8

expansion 94:25

expect 18:9, 18:13, 

28:15, 66:9, 87:22

expectation 28:2, 

28:6, 87:16

expectations 40:18, 

41:6

expected 28:22

expecting 34:16, 

35:23

expedite 14:21, 45:8

expedited 42:12, 

46:3, 46:12

expenditure 84:13

expenditures 13:4, 

106:5, 120:7

expense 118:2, 

127:25, 153:3, 

155:19, 156:16, 

156:17

expenses 12:3, 

112:14, 117:22, 

148:10, 148:12, 

148:13

experience 10:17, 

11:1

explain 135:5, 

139:20

explained 58:20, 

75:4, 156:20

explicit 42:11

explore 112:11, 

161:23

explored 89:2

express 46:3

expressed 142:3

extend 14:2, 14:5, 

30:15, 43:6, 57:14

extended 53:3

extension 29:16, 

44:15, 54:3, 

54:22, 58:12, 

89:21, 108:13

extensive 24:12

extent 46:5, 51:12, 

51:13, 53:15, 

55:1, 65:2, 66:7, 

81:2, 91:1, 97:1, 

99:13, 107:19, 

129:21

externality 118:20

extra 14:24

extraordinarily 

83:15

extraordinary 95:4

extremely 128:16, 

132:10

eye 134:21

eyes 38:14, 59:8, 

59:19, 62:12

< F >

facie 80:17

facilitating 13:2

facilities 11:20, 

15:5, 131:21

facility 11:21, 12:6

fact 16:13, 20:22, 

21:24, 32:1, 

50:16, 52:1, 

63:12, 82:8, 83:7, 

86:17, 88:8, 

88:22, 89:1, 

91:25, 113:10, 

120:8, 137:10, 

146:21, 146:24, 

158:24

facto 92:17

facts 83:14, 83:16, 

89:3, 159:9, 

159:21

fail 130:20

failed 93:22, 99:3, 

144:18

failing 99:4

fairly 45:21, 122:9

fall 60:22, 70:25, 

151:13

false 97:13

familiar 132:10

far 16:4, 40:15, 

49:4, 59:21, 

99:22, 99:24

fare 65:14

Farrington 3:47, 

37:9

farther 22:10, 22:11

fashion 138:22, 

140:1

fear 20:15

feasibility 118:4, 

161:21, 161:22

features 6:21

February 12:5

Federal 20:3, 108:25

Federation 4:14

feedback 12:23, 

106:19

feel 71:17, 100:8

few 18:1, 18:13, 

20:21, 20:25, 

46:18, 48:13, 

51:24, 58:7, 86:9, 

104:24

fifth 101:9

fight 77:3

figure 21:5, 32:12, 

98:19, 132:2

figuring 52:7

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 179 of 206
file 8:19, 9:17, 

16:7, 18:15, 

19:19, 20:3, 21:5, 

21:15, 31:14, 

31:21, 31:23, 

41:3, 47:3, 55:9, 

58:16, 101:11, 

117:2

filers 14:12, 14:18, 

14:21

files 22:20, 42:22, 

90:23, 91:6

filing 14:23, 14:25, 

16:24, 22:6, 24:9, 

24:15, 24:16, 

24:21, 31:17, 

31:25, 32:16, 

32:17, 33:5, 37:7, 

43:1, 44:10, 

45:23, 84:25, 

91:3, 92:7, 93:10, 

94:7, 96:22, 

96:23, 98:22, 

99:23, 100:2, 

100:24, 100:25, 

101:18

filings 91:13, 92:4, 

94:12, 95:25

Filsinger 11:6, 

13:12

final 50:14, 50:24, 

79:23, 80:5, 81:7, 

81:14, 81:16, 

82:3, 82:16, 

87:18, 88:7, 89:8, 

102:9, 160:8

finalize 8:18

finalized 52:11

Finally 12:16, 

38:22, 133:6, 

149:14

Financial 1:9, 2:10, 

2:23, 3:15, 59:25, 

65:22, 66:8, 

66:16, 67:6, 68:6, 

108:11

financing 11:20, 

11:21, 11:25, 

12:5, 12:14, 

142:13

find 21:23, 99:11, 

114:23, 115:5, 

154:11

finding 89:21, 

112:17

findings 89:12

finds 109:18, 

152:20, 152:21

fine 19:24, 20:3, 

20:14, 36:12, 

44:19, 56:13, 

57:23, 77:8, 136:3

finish 42:9, 147:1

finished 7:6

FINRA 58:4, 59:1, 

61:3, 72:16

firm 32:18, 100:24

fit 21:9, 70:16, 

97:24, 155:15, 

159:15

fits 19:12, 110:20

five 10:7, 16:8, 

45:22, 45:24, 

53:5, 64:23, 

102:16, 104:5, 

104:11, 104:12, 

105:1, 105:7, 

105:14, 106:11, 

107:11, 108:2, 

108:3, 117:1, 

126:1, 129:4, 

160:5

fixed 56:8

flip 49:9

flow 112:1, 120:7

flushed 141:9

focus 91:16

focused 38:23, 56:3

follow 67:21, 121:2

followed 9:1

following 54:15, 

55:14, 61:15, 

149:3, 150:14, 

152:18

follows 86:13

footnote 101:12, 

101:16, 117:15

footprint 131:20

forbear 53:1

forbearance 42:21

force 125:15, 133:9, 

136:8, 136:9

forces 126:19

forcing 32:13, 74:12

forecast 138:2, 

138:5, 138:9, 

138:11

foreseeable 12:15

foreseeing 142:8

forget 84:17

form 9:9, 42:3, 

64:7, 66:10, 

68:17, 85:18

formalized 8:10

formally 24:23, 

26:18, 134:16

format 85:17

former 11:2, 116:8, 

151:15

forms 97:3

formula 61:17

formulaic 56:11

formulate 111:19, 

148:6

formulated 111:20

formulating 35:25

forth 18:6, 18:17, 

68:2, 91:2, 96:8

forward 9:18, 13:5, 

13:10, 23:25, 

26:2, 28:4, 82:5, 

86:20, 93:10, 

94:25, 96:2

foster 157:12

found 7:1, 25:13

Four 12:1, 97:14, 

101:16, 103:4, 

103:15, 105:25, 

106:12, 111:17, 

112:4, 137:5, 

149:20, 149:24, 

151:17, 152:1

Fourth 90:19, 101:7

frame 34:25

framed 50:18

frames 24:1, 24:2

framework 141:16

frankly 24:11, 

25:13, 26:20, 

42:18, 77:12, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 180 of 206
96:1, 125:17

freeze 130:9, 

130:11, 130:13, 

154:5, 154:11, 

154:15

freezes 130:17, 

130:18

Friedman 3:19, 

86:11, 86:24, 

87:4, 119:11, 

119:12, 119:13, 

121:16, 123:7, 

126:9, 126:21, 

127:23, 128:6, 

128:10, 131:8, 

133:20, 135:1, 

136:20, 152:5, 

152:18, 153:11, 

158:19

friendly 7:6

front 83:16, 152:14, 

154:15

frustrate 138:18, 

138:25

full 95:18, 117:1, 

136:8, 136:9

full-blown 32:14, 

34:17, 88:14, 

88:21, 133:17

fully 11:15, 23:15, 

33:18, 84:6, 

85:12, 110:3, 

124:6

function 40:8

functional 119:25

functioning 10:13

functions 141:17, 

141:22

fundamental 94:15, 

125:8

fundamentally 161:10

Funds 4:11, 94:10, 

109:15, 126:4

future 6:11, 7:4, 

12:15, 20:23, 

94:8, 105:13, 

109:9, 109:12, 

126:3, 128:17, 

142:14, 146:5, 

159:17

< G >

GAIL 2:34

gain 39:13, 40:22, 

51:1, 142:13

gaining 45:8

gap 124:6

gather 116:3

gating 18:11

gave 128:11, 134:25, 

154:16, 155:10, 

156:22, 157:19, 

158:7

gee 109:14

General 28:8, 42:1, 

43:9, 45:1, 46:19, 

52:25, 56:21, 

91:5, 112:13, 

114:10, 153:2

generally 28:11, 

34:24, 46:16, 

48:10, 107:15

generated 72:8, 

95:13

generation 11:12

generous 45:21

genuinely 146:6

gets 22:18, 47:9, 

151:21

getting 19:1, 31:15, 

86:17, 125:17

giant 157:14

Give 19:9, 35:6, 

41:25, 58:9, 

65:20, 67:9, 

69:19, 78:20, 

118:25, 127:19, 

127:25, 128:2, 

128:3, 128:4, 

129:13, 131:6, 

135:19, 136:18, 

140:8, 140:18, 

146:10, 159:5

Given 16:19, 31:13, 

33:4, 33:9, 47:23, 

52:10, 52:13, 

65:1, 69:16, 

71:16, 73:4, 

78:10, 91:12, 

99:2, 99:9, 

109:18, 121:18, 

121:19, 138:20, 

156:6

gives 50:5, 87:23, 

134:2, 134:12, 

150:8, 153:9

giving 49:23, 55:22, 

67:15, 91:20, 

141:24

glad 110:12

glitch 18:20

goal 13:14

goals 131:19

God 159:19

GONZALEZ 4:8, 

143:14, 143:17, 

146:1, 146:15, 

147:21

Gordon 3:28

gotten 123:14

govern 20:1, 113:16

governance 106:8, 

148:21, 148:22

governed 127:1

Government 3:22, 

9:2, 10:19, 59:25, 

108:19, 109:2, 

109:4, 119:23, 

120:4, 120:22, 

121:6, 124:24, 

126:24, 126:25, 

129:15, 131:23, 

132:13, 133:10, 

135:13, 135:20, 

137:11, 137:24, 

140:10, 141:2, 

142:11, 146:19, 

149:5, 161:11

gracefully 96:2

grant 131:8

granted 58:19, 

111:3, 119:22, 

147:19

granular 114:24

grateful 49:7, 

107:23, 136:21

gray 125:17

Great 17:3, 51:13, 

53:24, 93:22

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 181 of 206
greeting 7:6

Gregory 132:16

grid 11:13

ground 49:13

Group 4:3, 13:7, 

61:20, 71:17, 

90:23, 91:3, 91:7, 

91:15, 91:25, 

92:18, 94:20, 

96:18, 97:8, 

97:15, 99:7, 101:2

group. 101:15, 

101:17

growth 153:7

guess 16:5, 19:3, 

25:24, 26:17, 

27:2, 43:20, 

61:20, 63:22, 

97:7, 98:25, 

115:14, 128:22, 

129:12, 131:10, 

156:22

guide 100:7

guideline 127:8, 

127:9

guilt 23:23

guise 131:4

< H >

half 7:11, 94:13

hand 156:4

handle 32:13

handled 14:12, 

23:17, 35:19, 

78:10

hands 47:17, 82:23, 

83:20, 121:6

happen 16:17, 51:25, 

109:23, 128:21, 

129:10

happened 51:17, 

84:25, 93:16, 

93:19

happening 21:5, 

21:15, 21:17, 

24:10, 31:2

happens 19:19, 23:6, 

88:15, 123:7, 

125:19, 136:5

happy 20:12, 63:8, 

84:4, 86:6, 86:9

hard 88:14, 99:2, 

99:12, 112:14, 

126:19, 126:23, 

133:18, 133:20

harm 47:8

Hashanah 86:14, 87:7

hasten 62:13

Hastings 13:24, 

63:21

head 41:5, 41:7

heading 116:14

health 162:1

hear 35:13, 41:21, 

54:10, 62:23, 

63:3, 78:20, 87:3, 

91:17, 99:18, 

152:16

heard 20:20, 20:23, 

21:3, 29:5, 60:5, 

89:15, 89:18, 

121:3, 136:23, 

152:5

hearings 12:5

heart 50:4, 120:21, 

129:6

heavy 14:15

heed 132:16

held 10:18, 27:25, 

28:19, 79:23, 

80:6, 81:7, 92:7

help 50:6, 67:21, 

154:21

helpful 49:18, 

75:13, 101:24, 

160:20

helps 55:14

hereby 108:14

HERNANDEZ 3:23, 

17:11, 17:13, 

22:3, 23:4, 26:4, 

26:11, 26:16, 

27:23, 28:20, 

29:10, 30:10, 

30:16, 31:7, 31:18

high 114:23

higher 118:9

highlight 119:15

highlighted 29:20

highly 38:13, 59:7, 

59:18, 62:4, 62:11

Highways 1:29

hired 157:5, 157:6

hiring 130:9, 

130:11, 130:12, 

130:17, 130:18, 

154:5, 154:11, 

154:14

history 133:4, 133:7

hit 132:6, 135:19

Hoc 3:27

Hold 27:24, 29:1, 

35:8, 39:6, 45:15, 

54:9, 55:8, 136:14

holders 100:17

holding 92:11

holdings 92:1, 101:3

holds 28:8, 28:9, 

31:9, 92:18

holiday 86:14, 87:7

home 132:18, 150:11

Hon 2:3, 2:17, 3:43

honest 132:24

Honors 15:14

hope 27:17, 109:11

hopefully 8:20

hoping 25:9, 25:15

horse 39:17

host 31:24

hour 94:13

House 4:7, 102:19, 

103:4, 103:9, 

134:7, 137:22, 

143:15, 144:5, 

144:7

houses 144:9

HTA 8:16, 15:8, 

23:14, 23:19, 

25:22

huge 64:24

hundred 9:13, 126:18

hurricane 85:1

hurricanes 11:12, 

85:2

hypothesize 150:13

hypothetical 126:5

hypotheticals 128:8

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 182 of 206
< I >

idea 49:25, 96:7, 

110:23, 139:11

ideas 142:22, 143:5

identified 64:7, 

70:2, 73:3, 75:19, 

98:5

identify 29:7, 

38:17, 68:25, 

69:18, 71:18, 

72:3, 73:18, 

83:25, 98:9

identifying 11:4

ifs 75:25

ignore 136:3

III 1:8, 18:1, 

23:14, 23:19, 

43:2, 44:12, 81:8, 

96:14, 96:20, 

101:3, 101:14, 

103:24, 117:13, 

121:18

illegal 139:15, 

140:5, 146:13

illogical 142:15

imagine 122:3

immediately 146:22, 

147:15

immutable 151:25

impact 17:18, 

113:20, 117:11, 

139:5, 144:19, 

148:4

impacts 105:8

implement 115:21, 

116:7, 122:7, 

122:25, 127:8

implementation 

116:12, 116:13, 

120:16

implemented 112:6

importance 6:11

important 22:11, 

37:18, 49:6, 49:9, 

92:16, 93:4, 93:6, 

93:15, 114:16, 

134:23, 135:7, 

135:11, 135:14, 

136:5, 136:24, 

142:1, 148:22, 

156:22, 161:7

impose 130:18, 

135:2, 145:7, 

157:20, 158:21, 

158:25

imposing 113:3, 

143:2

impression 51:3

improper 68:16, 

68:17

improve 106:8, 

148:21

improvement 12:4

impunity 114:15

inability 99:10

inappropriate 63:1, 

64:17, 65:7, 65:9, 

72:22, 95:1

inartfully 51:22

incarnated 107:4

incentives 146:10

incentivised 123:21

inclination 42:25

include 9:15, 32:23, 

48:21, 48:23, 

80:21

included 52:7, 

56:22, 59:11, 

59:12, 60:10, 

145:7

includes 11:18, 

101:9

including 6:21, 

6:24, 7:3, 52:25, 

58:12, 99:15, 

131:20

inclusion 30:5, 

48:24, 107:8

inclusion-specific 

51:6

income 139:7

inconceivable 159:24

inconsistencies 

112:5, 139:20

inconsistency 112:5

inconsistent 110:18, 

111:16, 111:25, 

113:2, 113:5, 

123:24, 126:11, 

127:10, 127:14, 

149:23, 149:24, 

150:8, 150:25, 

151:3, 151:8, 

151:18, 151:19, 

152:8, 155:11, 

155:22, 156:5

inconsistently 

129:20

incorporate 50:23

incumbent 139:16

incurred 10:6

Independent 3:46, 

11:5, 37:9, 37:21, 

38:24, 41:16, 

42:4, 43:3, 44:13, 

44:20, 48:22, 

53:12, 54:13, 

55:13, 58:14, 

78:3, 110:23, 

120:22, 160:13

independently 109:4

indicated 12:12, 

52:25, 78:6, 

91:14, 92:4

indicating 51:8

indication 160:12

indicative 113:10

ineffectual 114:14

information 6:16, 

18:5, 37:22, 

38:18, 39:25, 

40:1, 40:19, 

40:21, 41:10, 

42:5, 49:15, 

49:23, 50:22, 

53:13, 53:16, 

56:20, 57:11, 

60:23, 61:3, 

61:21, 72:21, 

73:8, 93:11, 

93:19, 95:18, 

95:21, 95:25, 

98:19, 100:13

information. 53:10

informative 68:7, 

68:8, 68:17, 75:22

informed 10:12, 

25:23, 39:20, 

93:10

ingredient 133:17

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 183 of 206
initial 76:6, 80:21, 

96:21, 148:2

initially 14:6

innocuous 77:16

input 44:18, 142:25

inquiry 74:9

insert 101:15

insight 70:23

insinuation 97:8

insist 95:1

instant 80:19

instantaneous 28:23

instead 68:12, 

68:13, 101:6, 

142:24, 143:2

instituted 124:7

institution 66:17

institutions 65:22, 

67:6

instrumentality 

120:12, 130:21

intact 27:10, 27:20

intake 14:12

integrated 13:3

intend 8:18, 9:15, 

18:15, 31:23, 

31:24, 32:5, 

39:25, 78:7, 

85:12, 143:7

intended 44:15, 

48:2, 82:11, 

112:15, 149:13, 

152:4

intending 32:3, 

86:5, 87:4

intends 69:6, 132:17

Intention 31:14, 

32:7, 33:11, 42:1, 

43:4, 45:7, 54:21, 

55:12, 87:18, 

93:13, 132:20

intentionality 78:2

interactive 51:9

interest 6:6, 12:21, 

83:23, 96:17, 

97:6, 97:9, 97:22, 

142:19

interested 52:7

interfered 137:20

interim 19:19

interject 148:13

internal 106:8, 

118:16

interpret 133:14

interpretation 

113:19, 129:15, 

134:10

interpretations 

133:22

interpreted 126:1

interrupt 139:22, 

152:4

intervened 117:9

intervention 91:20, 

117:10

interview 42:17, 

53:8

introduced 43:25

invade 51:18

invest 157:9

investigate 40:10

investigation 40:13, 

44:14, 53:8, 74:1

investigators 74:24

investigatory 50:5, 

57:25

investment 109:9, 

157:12

investors 157:9

involuntary 40:4

involve 51:10

involved 95:8

involving 117:25

iota 127:18

island 10:20, 11:11, 

11:15, 137:9

Israel 4:8, 103:8, 

143:15

issuance 55:14, 

57:15

issued 6:14, 8:2, 

51:24, 78:19, 

81:6, 93:21

item 15:7, 18:11, 

18:14, 51:11, 

65:17, 79:13, 

90:18, 102:9, 

113:4, 122:9, 

127:25, 156:5, 

156:23

items 61:20, 62:23, 

63:25, 112:24, 

126:1, 151:6, 

151:11, 151:18, 

155:13

iterative 51:9, 52:3

itself 44:10, 99:15, 

103:23, 105:24, 

120:22, 128:11, 

141:23

< J >

Jason 4:11

Jenner 45:3

job 161:12

jobs 85:6, 145:19, 

157:3

John 3:17, 3:37

Joint 15:25, 116:2, 

116:19, 121:16, 

121:17, 123:4

Jointly 1:11

Jose 10:15

Juan 6:1, 6:8, 

86:17, 87:1, 

161:20

judgment 19:10, 

81:1, 97:19, 

98:19, 126:2

judice 87:15

judicial 6:13

Judith 2:34, 163:8

July 91:21

juncture 18:23, 

81:11

June 11:22, 12:20, 

13:2, 154:24, 

157:18, 158:1

jurisdiction 160:14

jurisdictional 160:9

justice 145:24

justification 41:12, 

134:17

justifies 89:21

justify 139:14

< K >

keep 30:19, 40:20, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 184 of 206
84:17, 158:15

key 98:4, 105:25, 

148:8

kicking 104:15

kicks 127:9

Kim 37:9

kind 45:5, 49:13, 

51:16, 65:24, 

68:25, 69:10, 

74:11, 96:2, 

132:22, 133:25, 

147:13, 147:14

kinds 60:21

king 137:9

knowingly 113:15, 

113:17, 114:7

knowledge 105:15

known 24:15, 83:15

knows 10:5, 17:2, 

20:19, 106:16, 

107:24, 110:21, 

117:2

Kobre 37:9

Kreil 10:24

< L >

Labor 17:6, 34:15, 

34:16, 35:13, 

142:23

lack 80:20, 81:9, 

160:11

land 125:4

Landon 3:29, 45:2

language 25:4, 

55:22, 56:11, 

91:9, 114:2, 

132:21, 136:5

large 7:24, 11:14, 

61:21, 85:7

largely 157:16

Last 11:24, 12:1, 

12:5, 12:12, 14:2, 

14:13, 20:20, 

21:14, 23:15, 

34:8, 34:11, 

34:14, 34:18, 

75:15, 78:19, 

91:21, 96:22, 

101:2, 107:23, 

121:3

late 7:20, 15:1, 

91:21

later 15:4, 18:9, 

28:5, 29:3, 61:17, 

104:8, 158:5

latter 100:6, 158:2, 

160:16

launch 18:12, 31:22

launched 18:25

launching 17:25, 

18:10

Laura 2:32, 101:24, 

163:7

lawful 128:23

laws 110:9, 112:4, 

113:13, 114:9, 

124:3, 124:4, 

124:19, 130:5, 

137:13, 148:11, 

148:18, 151:17, 

151:25

lead 15:10, 142:11, 

159:11

leaders 145:13

leadership 10:18

leads 81:11, 149:3

least 19:22, 21:12, 

27:24, 30:13, 

44:11, 47:17, 

51:12, 55:13, 

70:2, 77:6, 95:9, 

125:14, 144:21, 

147:7, 149:19

leave 27:14, 157:1, 

159:23

Lecaroz 3:9

led 57:8

ledger 98:10

left 131:9

legal 34:21, 36:1, 

89:3, 105:17, 

105:21, 109:17, 

112:8, 117:4, 

119:5, 158:13

legislate 120:18, 

120:19, 121:19, 

124:2, 124:3, 

124:14, 136:11

legislated 150:23

legislating 121:15, 

130:2

legislation 115:22, 

123:22, 127:10, 

127:13, 143:6, 

146:13, 151:8, 

151:12, 155:5

Legislative 104:2, 

115:20, 121:18, 

133:4, 133:7, 

133:13, 137:3, 

137:14, 137:20, 

138:10, 138:15, 

138:18, 139:17, 

139:22, 141:22, 

142:25, 144:12, 

144:15, 145:3, 

145:5, 145:8, 

145:10, 145:11, 

145:14, 146:16, 

147:1, 147:8

lengthen 20:13

less 138:11, 151:21

letter 16:14, 77:9, 

107:17, 134:18, 

135:6, 137:21, 

139:23, 142:5

letters 134:6

level 27:4, 118:9, 

134:17

levels 11:14

lien 85:9

liens 81:2, 85:9, 

85:11

Lift 25:7, 25:8, 

79:16

lifted 84:1

lifting 24:25, 25:3

light 80:25, 82:10, 

96:6, 100:22, 

117:25

likelihood 81:12

likely 34:20, 37:3, 

85:11

Likewise 8:6

limit 76:17, 152:23

limitations 66:7

limited 6:24, 7:4, 

49:24, 76:25, 78:2

limits 128:18

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 185 of 206
Lincoln 65:4

line 31:4, 61:15, 

88:25, 122:9, 

151:6, 151:11, 

156:4

lined 14:14

lines 11:15, 34:13, 

146:9, 155:4

linked 87:13

links 121:23

liquidity 11:17, 

31:10

list 23:23, 56:19

listed 125:11

listen 79:25

listening 129:3, 

148:6

literally 14:14, 

28:19

litigated 20:16, 

20:24, 66:5

litigation 27:6, 

27:8, 27:12, 

27:20, 35:21, 

42:12, 84:14, 

85:4, 92:18, 95:9, 

97:11, 97:16, 

97:18, 100:17, 

155:20

little 12:7, 15:19, 

16:11, 26:18, 

42:10, 45:10, 

61:11, 88:1, 99:1, 

125:7, 125:17, 

132:23

live 127:22

LLP 103:23

loaded 6:20

loan 11:22, 11:23, 

11:25

located 62:1

locations 14:13

log 38:12, 38:16, 

59:11, 59:13, 

62:8, 64:3, 104:16

logged 7:15, 62:19

logical 45:16

logistics 32:16

logs 38:9, 38:21, 

48:22, 48:23, 

49:24

long 20:17, 25:4, 

38:17, 65:11, 

132:6

longer 9:16, 11:24, 

92:7, 94:6, 118:1, 

154:7

Look 18:24, 24:9, 

24:17, 35:6, 61:6, 

69:15, 72:22, 

72:23, 87:7, 

89:16, 97:14, 

98:7, 121:16, 

122:11, 122:14, 

135:24, 138:5, 

141:5

looked 115:4, 115:5

looking 21:24, 

68:11, 123:18, 

125:7

looks 21:21, 85:24

loop 86:22

losses 139:11

lost 67:22, 105:22, 

109:21, 123:14

lot 8:7, 34:20, 

64:20, 87:14, 

109:3, 128:7

louder 12:7, 88:1

love 63:6

low 114:23

Luc 3:12, 13:23, 

34:6, 63:21, 

116:24

LUCIANO 3:18, 26:7

luck 126:23

Lufkin 65:5

< M >

ma'am 48:14, 48:18, 

55:17, 56:18, 

60:4, 61:18, 78:22

machine 104:18

macroeconomic 155:25

mainly 143:17

major 10:19, 35:9, 

47:25

Management 1:10, 

2:11, 2:24, 10:5, 

10:12, 90:19, 

96:16, 96:24

mandatory 105:25, 

106:2, 107:8, 

123:15, 123:17, 

123:18, 130:11, 

130:12

manifestation 39:23, 

40:12

manifested 50:14

manner 126:11, 145:4

Manuel 4:16

Margaret 3:6, 23:11, 

55:10, 77:23

Maria 3:23, 17:13, 

22:4

Marini 26:8

Mark 4:4

market 12:19, 95:15, 

95:17, 95:18, 

95:19, 105:11, 

142:23, 143:3

marketplace 12:21

markets 142:13, 

142:20

Marsal 8:15

Martin 2:42, 57:22, 

103:22, 147:25

mass 89:19

massive 69:10, 

124:25

material 38:13, 

42:16, 98:21

materially 93:10, 

127:14

materials 18:3, 

25:25, 37:21, 

38:8, 38:12, 

39:13, 40:23, 

42:20, 56:22, 

61:22, 62:13

matter 15:25, 16:2, 

17:15, 20:22, 

26:21, 29:22, 

31:17, 36:24, 

36:25, 105:6, 

110:21, 134:14, 

155:18, 160:14

matters 6:10, 35:9, 

82:19, 90:11, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 186 of 206
142:12, 153:8

Mauricio 3:18, 26:8

maximally 97:20

maximum 49:10, 158:7

mean 20:11, 20:16, 

35:25, 36:1, 36:2, 

54:17, 66:13, 

94:1, 97:24, 

109:16, 112:16, 

124:19, 126:16, 

126:17, 143:19, 

149:3, 154:14, 

158:14

meaning 64:22, 

67:15, 81:14, 

92:8, 121:14, 

153:24

meaningful 33:21, 

105:13, 120:2, 

128:13, 133:23, 

136:10

meaningless 113:12

means 109:16, 

126:13, 127:21, 

129:23, 133:14, 

133:15, 133:22

meant 148:18

meantime 11:6, 

13:12, 77:8, 87:19

Meanwhile 138:16

measures 112:6, 

116:4, 135:17, 

145:7

mechanics 33:18

mechanism 24:4, 

133:24

mediation 9:8

meet 45:21, 57:8, 

75:10, 83:12, 

83:14, 88:24, 

126:22, 134:20

meeting 16:3

meetings 92:24

mega 132:14

Melissa 3:30, 90:1

members 6:6, 10:7, 

158:11

membership 99:4

Memoranda 144:13

Memorandum 27:9, 

27:12, 27:19, 

27:22, 144:1

Mendez 17:14

mention 108:4, 

130:17, 156:11

mentioned 34:8, 

34:10, 43:14, 

45:7, 88:9, 124:18

mentions 117:14

mess 70:7

message 118:15, 

120:9

method 112:14, 154:9

microphone 12:8, 

15:19, 54:10, 

87:4, 88:19

microphones 19:5

mid 12:19, 35:2

middle 49:13, 53:11, 

101:23

milestones 12:18

million 11:17, 

11:19, 11:25, 

12:2, 19:19, 

26:19, 26:22, 

27:14, 27:17, 

27:24, 28:9, 30:5, 

30:6, 30:7, 30:20, 

31:5, 31:9, 64:23, 

64:24, 69:9, 

127:12, 131:14, 

131:15, 132:1, 

138:8, 149:8, 

149:10, 150:24, 

152:21, 152:22

mind 132:18, 150:16

mindful 118:20

minds 16:3

minimizes 22:21

minimum 28:25, 29:8

minute 14:2, 15:11, 

35:6, 35:8, 58:23, 

78:25, 97:3, 

104:15

minutes 7:8, 46:18, 

48:13, 58:7, 62:3, 

62:11, 63:25, 

64:2, 64:3, 67:11, 

67:21, 69:25, 

102:15, 102:16, 

102:17, 102:20, 

103:4, 103:5, 

103:15, 104:18, 

117:1

mislead 97:9

misplaced 39:19, 

40:24

misrepresentation 

139:14

misrepresenting 

138:1

missing 69:17

mission 105:10, 

108:6

mistakes 159:9

mitigate 87:6

mix 13:5, 121:10

modernize 131:21

Modification 18:1, 

21:10, 26:22, 

28:3, 28:7, 28:17, 

29:2, 29:9, 29:23, 

29:25, 30:4, 30:8, 

30:14, 30:17

modified 96:11

modify 44:18

moment 22:8, 35:1, 

45:12, 58:10, 

79:14, 101:11, 

104:10, 136:18, 

150:13

Monday 10:15

money 19:22, 27:10, 

27:19, 28:9, 

31:10, 82:19, 

83:21, 109:16, 

109:20, 110:1, 

110:14, 111:10, 

122:18, 122:19, 

123:8, 127:4, 

129:23, 132:6, 

153:4, 153:5, 

153:13, 157:15

monies 28:8, 28:11, 

28:15, 29:11, 

31:9, 83:9, 152:7

monkey 138:2, 138:14

Monsita 3:9

month 13:15, 16:12, 

20:20, 85:22

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 187 of 206
months 20:19, 20:20, 

20:25, 77:6, 99:3, 

109:19

morning 6:5, 7:9, 

9:25, 13:23, 

15:14, 17:13, 

37:11, 37:12, 

45:2, 45:4, 94:19, 

94:21

Motions 23:14, 

80:14, 102:3, 

102:10

motor 122:18

movant 80:22

Movants 80:15, 80:23

move 9:18, 13:10, 

22:17, 25:5, 

33:14, 64:15

moved 26:23, 87:6

movement 86:12

movements 95:20

moves 28:3

moving 26:2, 33:9, 

86:19, 86:23

multibillion 27:16

multiple 99:5

multitudes 8:7

Mungovan 3:4

Municipal 4:15, 32:1

municipalities 83:10

Muniz 3:18, 26:7, 

26:8

Myers 17:23, 62:10, 

68:1, 119:14

mystery 85:15

< N >

naive 92:19

name 84:17, 101:23, 

103:1, 103:22, 

122:5

nanosecond 77:20

narrow 94:24, 

119:20, 119:21, 

124:4

narrowness 119:16

nature 52:13, 52:14, 

97:4

Navarez 102:11

near 20:23

nearly 69:9

necessarily 29:21, 

142:16

necessary 13:10, 

17:5, 17:7, 28:4, 

29:16, 30:8, 

45:23, 84:12, 

87:9, 91:11, 126:3

needed 41:9, 72:24, 

76:7, 113:1

needs 78:25, 86:1, 

92:22, 131:2, 

156:18

negative 41:1

negotiate 157:23

negotiations 109:24

net 69:9, 131:14

neutral 45:19, 46:7, 

61:16

Nevares 2:4

New 3:25, 6:7, 

10:16, 13:3, 14:7, 

17:10, 31:19, 

75:21, 77:5, 

82:24, 86:20, 

88:12, 127:10, 

138:21, 138:23, 

139:7, 139:25, 

140:23, 144:15, 

145:18, 157:3, 

157:5, 158:6, 

161:2, 161:21, 

161:25

newsworthy 156:23

Next 8:20, 15:7, 

18:1, 18:13, 

20:24, 20:25, 

36:25, 52:17, 

52:23, 56:16, 

56:19, 57:1, 57:7, 

61:20, 65:17, 

79:13, 81:7, 

81:17, 86:9, 

86:14, 87:22, 

87:23, 102:9, 

126:14, 127:12, 

128:11, 161:18

nickel 82:21

night 87:2, 109:19

nine 44:9, 53:19

Nobody 15:22

non-binding 134:7

non-debtors 85:7

non-depository 52:24

non-movants 80:14

non-personnel 

131:15, 132:1

non-privileged 38:8, 

71:15

noncompliance 121:8, 

121:12, 152:10

noncompliant 152:10

None 5:5, 5:11, 

85:20, 160:5

nonetheless 17:4, 

126:2

nor 6:16, 59:19, 

117:6

Normally 47:9, 

70:12, 70:17, 

73:22, 73:25

North 65:4

note 22:11, 135:11

noted 81:6, 95:7

notes 6:19, 6:20, 

38:24, 42:17, 

52:25, 53:8

Nothing 120:2, 

120:4, 126:10, 

127:17, 135:22, 

148:21, 155:23

Notice 24:10, 24:11, 

31:14, 31:15, 

32:2, 32:3, 32:6, 

32:24, 33:20, 

41:2, 45:19, 47:2, 

47:6, 47:24, 48:1, 

48:9, 55:5, 61:14, 

61:16, 67:10, 

107:18

noticed 99:7

notices 32:5

notion 72:22, 97:21, 

106:13, 109:23, 

110:9, 110:23, 

113:2

notwithstanding 

105:7

November 16:22, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 188 of 206
19:6, 20:8, 20:11, 

21:3, 33:4, 33:10, 

129:6

nub 31:1

number 39:17, 48:6, 

74:15, 74:17, 

85:7, 90:4, 115:8, 

115:9, 115:12, 

115:13, 128:3

numbers 51:12, 

122:8, 122:9, 

122:15, 123:5

< O >

O'melveny 17:23, 

62:9, 67:25, 

119:14

Object 18:18, 31:15, 

32:5, 32:7, 33:11, 

36:2, 130:2, 

130:7, 134:16

objection 20:2, 

22:21, 24:9, 

24:13, 24:16, 

26:5, 32:20, 41:3, 

45:11, 46:4, 46:6, 

46:9, 46:12, 48:7, 

48:11, 51:25, 

52:16, 52:19, 

57:3, 57:9, 57:18, 

64:10, 94:24, 

100:5

objections 15:3, 

32:8, 32:9, 32:13, 

32:14, 32:17, 

35:18, 35:19, 

35:20, 37:7, 

37:15, 41:15, 

41:19, 45:22, 

47:23, 48:2, 48:6, 

48:21, 48:24, 

51:9, 51:11, 

52:18, 58:9, 58:12

objectively 54:24

obligated 85:8

obligation 40:9, 

42:21, 91:2, 92:1, 

96:3, 101:2, 

157:23, 158:13

obligations 91:8

obliges 134:16

observed 6:25

observing 6:7

obtain 74:1, 74:22

obtained 65:18, 

73:25, 84:20

obvious 54:24, 

105:22

Obviously 7:24, 

9:12, 9:16, 17:18, 

27:5, 86:1, 95:12, 

112:10, 117:23, 

118:13, 133:21, 

159:11, 160:21

occur 16:10, 18:9, 

18:22, 136:4

occurring 18:21, 

33:13, 82:21

OCIF 59:2, 61:3

October 16:22

offer 148:8

offered 5:5, 5:11

offers 131:18

office 14:16, 15:2

officer 22:15, 127:7

officers 94:10

Official 3:11, 

19:21, 116:25, 

121:13, 163:14

offset 139:11

oil 122:18

Omni 19:6, 21:3, 

23:16

Omnibus 2:31, 81:7, 

81:18, 86:13, 

88:15

OMV 108:11

once 22:20, 50:8, 

66:19, 66:20, 

147:2

one. 128:10

ones 54:24, 160:3

open 32:11

opening 102:15

operate 142:14, 

142:18, 161:11

operates 141:17

operating 11:18, 

92:17, 98:16, 

127:25, 140:4, 

141:1

operation 11:8, 

130:19

operational 11:15, 

12:3, 145:8

operationally 122:25

operations 10:10, 

10:13, 11:10

operative 33:20, 

121:9

Opinion 129:9, 

143:22

opponents 91:17

opportunity 14:11, 

18:17, 141:24

opposed 40:4, 43:1, 

56:11, 59:3, 

64:23, 73:14, 

89:2, 152:13, 

155:13

opposing 81:12

opposite 113:5

opposition 83:19, 

102:17

option 140:8

options 131:24

oral 93:1, 97:19, 

98:11, 102:9, 

102:14

Order. 101:19

Ordered 64:25, 

65:15, 125:20

orderly 45:16

Orders 6:13, 33:20, 

37:23, 81:15, 

103:25, 124:9, 

161:23

ordinarily 88:15

ordinary 10:13

oriented 122:9

original 14:7, 38:4, 

135:4, 156:12

originally 152:4

Ortiz 10:15, 10:17

Others 42:19, 50:25, 

54:10, 60:25, 

64:7, 106:3

otherwise 6:25, 7:1, 

23:6, 60:17, 66:9, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 189 of 206
94:7, 123:4

ought 90:25, 104:8, 

122:6

ourselves 19:2

outcome 105:16, 

126:4, 159:18

outer 128:18

outrage 134:8

outset 106:15

outside 6:15, 20:5, 

20:6, 21:4, 21:10, 

43:13, 123:9, 

123:12, 130:4, 

137:15, 139:15, 

142:9, 157:8

outsized 156:15, 

156:17

outstanding 11:19

overall 29:4

overarching 105:21, 

108:5

overlap 42:7

overlooked 101:8

override 54:14, 

57:19

overrule 52:16

overruled 48:11, 

52:19, 57:3, 57:9, 

58:1

overruling 48:23

overspend 114:15

overspending 113:8

overspends 114:8

overview 17:17, 

41:25

owes 69:9

own 49:16, 59:3, 

70:24, 72:8, 91:6, 

93:23, 97:17, 

104:7, 114:3, 

122:11, 135:6, 

139:3, 140:3, 

149:11

< P >

P3 13:8

package 116:20

packet 116:14

PAGE 5:3, 44:9, 

44:10, 45:17, 

45:18, 53:5, 

53:19, 97:14, 

98:7, 108:9

pages 65:11, 115:9, 

163:4

paid 127:6

panel 13:7

papers 14:21, 16:14, 

29:20, 83:24, 

136:17, 160:9, 

160:17, 160:24

paragraph 53:6, 

53:20, 54:8, 

61:13, 101:17, 

107:16

paragraphs 54:12

parameters 152:9

Pardon 15:11

parenthetical 54:1

parse 74:12

part 6:16, 15:10, 

26:12, 28:9, 

30:21, 31:10, 

33:10, 41:12, 

64:13, 72:8, 74:1, 

75:3, 76:10, 

84:21, 102:2, 

105:17, 107:23, 

111:14, 112:20, 

126:25, 129:9

participants 6:8, 

12:9

participated 158:12

participation 96:9, 

140:1

particular 6:19, 

32:4, 32:10, 42:5, 

43:10, 44:1, 

56:11, 74:6, 74:9, 

91:6, 95:19, 97:6, 

108:2, 108:4, 

110:6, 118:22, 

137:25, 141:19, 

157:25

particularized 

114:24

Particularly 6:9, 

14:13, 40:18, 

91:15, 106:3, 

127:16

particulars 161:13

parties 6:6, 6:25, 

9:7, 10:20, 18:17, 

39:1, 40:2, 40:19, 

41:6, 47:8, 47:11, 

49:11, 50:1, 52:2, 

61:4, 67:12, 

68:14, 72:9, 

86:21, 89:14, 

89:17, 102:13, 

119:7

Partners 11:6, 13:13

Partnership 1:23, 

3:34, 13:1, 13:9, 

15:16

parts 109:4

party 41:6, 50:13, 

54:22, 66:21, 

71:22, 71:23, 

72:11, 73:10, 

73:11, 73:14, 

74:18, 74:19, 

81:12, 101:17

pass 120:17, 123:4, 

123:10, 134:6

passed 114:2, 124:6, 

124:19, 127:10, 

150:21, 150:22, 

151:25

passes 20:6

passing 138:25

past 96:4

path 69:23, 71:1

patience 104:19, 

161:16

Paul 2:43, 9:25, 

13:24, 63:21

pause 104:10

pay 31:6, 122:20, 

126:16, 126:17

payment 109:9

penalties 108:7, 

113:7

pendency 80:25

pending 46:12, 77:5, 

81:16, 83:1, 84:14

penny 123:12

pension 8:8, 8:24

pensions 153:7

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 190 of 206
People 14:14, 14:16, 

14:20, 14:25, 

15:5, 31:14, 

32:14, 40:11, 

85:1, 86:16, 

91:19, 105:12, 

109:9, 109:11, 

114:12, 120:23, 

122:20, 127:3, 

127:5, 128:16, 

141:18, 153:7, 

157:4, 157:6, 

157:10, 157:13, 

158:7

per 12:2, 127:13, 

128:2, 156:15

percent 11:11, 

11:13, 11:14, 

46:9, 46:10, 46:11

perception 109:25

Perfect 46:15

perfectly 31:8

perhaps 51:13, 

51:22, 128:18

period 31:13, 31:15, 

35:5, 39:7, 39:8, 

40:8, 42:17, 

42:23, 43:16, 

44:4, 45:14, 

45:19, 45:21, 

48:9, 53:2, 53:14, 

54:2, 57:14, 

89:22, 124:6

permission 112:18

permitted 6:24

person 6:15, 6:24, 

126:15, 127:13

personnel 131:14, 

131:25

perspective 25:22, 

28:25, 29:7, 38:5, 

44:20, 50:15, 

72:10, 78:1, 93:9, 

95:3, 97:21, 98:3, 

98:10, 99:1, 

110:4, 140:4

persuaded 91:10, 

96:3

persuasion 80:13, 

146:14

Peter 3:19, 119:12

petition 84:25

phrasing 112:9

PHV 2:42, 2:43, 3:4, 

3:5, 3:6, 3:12, 

3:17, 3:19, 3:20, 

3:24, 3:28, 3:29, 

3:30, 3:34, 3:37, 

3:40, 3:41, 3:47, 

4:3, 4:4, 4:11

physical 14:12

pick 132:4

picked 104:24

picking 161:2

picture 50:6

piece 123:22

pieces 150:22

Pietrantoni 17:14, 

26:8

place 9:1, 36:2, 

41:11, 57:21, 

67:1, 72:6, 74:20, 

95:7, 110:7, 

117:20, 118:8, 

121:7, 132:15, 

139:8, 140:21, 

141:7, 157:5

places 80:13, 132:3

Plaintiff 1:26

Plaintiffs 2:7, 2:20

planning 32:21, 

39:23, 105:3

plans 109:22, 

117:11, 117:12, 

123:16, 159:10, 

159:25, 160:1

play 118:16, 128:13

pleaded 141:9

pleading 90:23, 

94:5, 101:14, 

108:21, 117:2, 

157:4

pleadings 105:18, 

106:16, 107:24, 

108:20, 109:1, 

115:5, 129:1, 

154:8, 156:20

pleasant 127:16

Please 15:21, 30:3, 

90:17, 147:24, 

157:9

plenty 66:19

ploy 97:22

plus 19:15, 104:6, 

122:1

PM 102:7, 102:8, 

162:3

podium 46:19, 103:18

point-by-point 45:6

point. 16:9, 21:18, 

22:9, 23:19, 25:8, 

30:1, 111:8, 

140:11, 153:25

pointed 85:20, 

114:11, 157:14

points 81:19, 82:11, 

96:21, 100:7, 

100:14, 117:5, 

148:8, 160:6

Policies 6:13, 

61:23, 62:24, 

62:25, 63:10, 

63:11, 63:13, 

65:1, 65:11, 

65:15, 65:16, 

67:12, 68:19, 

68:20, 69:3, 

69:12, 70:4

policy 64:16, 64:21, 

64:23, 64:24, 

117:7, 143:3, 

146:3

polite 92:8, 92:21

political 10:20, 

128:19, 137:10, 

137:11

politically 134:21

Ponce 14:15

pontificating 121:1

poor 153:7

pops 55:1

Popular 3:36, 38:2, 

40:3

Port 122:5

portion 62:15, 

108:10, 133:7

portions 105:2

position 11:16, 

22:16, 39:2, 

47:24, 49:5, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 191 of 206
73:12, 78:15, 

91:22, 95:11, 

96:8, 96:18, 

96:19, 97:10, 

97:15, 97:16, 

97:21, 98:20, 

99:2, 99:12, 

100:1, 100:18, 

100:20, 117:4, 

117:6, 118:6, 

121:12, 125:9, 

134:1, 143:12, 

151:10

positions 10:18, 

11:5, 37:18, 

41:17, 95:8, 

118:24

posits 83:19

possession 72:13

possible 14:19, 

41:8, 43:11, 50:8, 

86:12, 86:23, 

122:16, 149:5, 

149:19

possibly 69:12, 

161:16

POSSINGER 2:43, 

9:21, 9:25, 10:1, 

12:10, 12:12, 

13:17, 13:19

post 151:7

post-petition 12:14

potent 159:7

potential 85:3, 

93:8, 117:11

potentially 46:12, 

134:22

powerful 134:24, 

135:25, 161:6

powers 119:23, 

120:6, 120:10, 

122:1, 130:6, 

130:16, 137:10, 

141:23, 147:19, 

152:13

practical 26:21, 

31:17, 110:21, 

155:18

practice 81:1

practices 138:1

PRASA 10:23

pray 145:24

PRDE 131:13, 131:19

pre-existing 111:21, 

121:14

pre-final 57:8

pre-promesa 110:10, 

111:22, 114:6, 

150:13, 151:11

pre-report 45:14

precedence 54:19

preceding 53:17

precise 82:12

precisely 29:6, 

83:25

precondition 107:8

preempt 151:23

preempted 111:17, 

123:25, 149:21, 

150:16, 151:12, 

155:5, 155:12, 

156:6

preemption 112:4, 

149:20

preempts 149:24

prefer 56:10

preference 19:5

prehurricane 11:13

prejudice 24:25, 

25:5, 29:14, 

29:15, 30:15, 

43:5, 48:24, 

52:20, 57:3, 57:10

preliminary 46:23, 

79:22, 80:4, 81:5

premature 70:5

premise 95:24, 

105:17

PREPA 8:3, 8:15, 

9:22, 10:3, 10:5, 

10:6, 10:12, 

10:16, 10:22, 

10:25, 11:6, 

11:16, 11:17, 

11:24, 12:4, 

12:13, 12:22, 

12:23, 12:25, 

13:9, 13:12, 13:17

prepare 16:18, 17:8, 

101:8

prepared 16:13, 

17:5, 27:5, 41:23, 

86:19, 134:20

prerogatives 141:16

prescribe 150:9

present 16:18, 17:4, 

102:14, 144:23, 

157:3

presented 147:7

presently 13:3

presentment 58:17, 

101:11

preserve 42:15

President 11:2, 

103:2, 107:13, 

107:18, 128:19, 

134:19, 137:4, 

137:21, 142:5

press 6:6, 6:25, 

93:21, 93:23, 

95:9, 134:5

pressed 160:12

pressing 160:19

Presumably 108:24

pretextual 139:2, 

139:10

pretty 47:11, 135:25

prevail 81:13

prevails 31:5

prevent 84:12, 130:5

prevented 137:14

preventing 138:3

prevents 82:22, 

126:7

preview 41:22

previously 10:18, 

151:25, 155:10

prima 80:17

Prime 14:11, 14:17

principle 97:20, 

105:22, 117:18, 

118:5

principles 125:8

print 67:16, 77:1, 

94:11

printed 36:25, 

45:17, 67:15, 

77:1, 77:13

Prior 108:13, 

109:13, 111:7, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 192 of 206
113:18, 116:10, 

140:25, 148:25, 

149:9, 151:1, 

151:13, 151:17, 

152:7, 152:20, 

153:12, 155:4

private 10:17, 

40:21, 142:10, 

142:18, 142:23

privatization 11:8, 

12:21, 12:24, 

13:11

privilege 38:9, 

38:16, 38:21, 

48:22, 48:23, 

49:24, 59:11, 

59:13, 62:8, 

62:15, 64:3

privileged 39:6, 

42:19, 52:4, 

59:14, 59:17, 

62:4, 62:18, 64:6, 

64:8, 64:12

privileges 69:22

Probably 91:21, 

116:25, 126:15, 

128:7

problem 20:16, 

27:15, 31:1, 

49:25, 82:1, 

91:14, 92:5, 

110:19, 126:10, 

128:12, 128:19, 

140:13, 157:8

procedure 9:15, 

19:25, 42:10, 

70:7, 74:15, 

78:12, 78:18, 

106:17, 147:2

proceed 9:11, 72:24

proceeded 145:6

proceeding 6:17, 

7:3, 18:13, 23:14, 

24:4, 83:1, 84:21, 

84:22, 95:21, 

96:12, 100:25, 

115:10, 117:9

Proceedings 4:48, 

46:3, 90:11, 

96:10, 102:4, 

102:8, 162:3, 

163:6

processes 15:3

procure 156:21

produce 64:12, 65:9, 

65:13, 65:21, 

66:12, 66:17, 

66:18, 67:8, 

71:18, 72:11, 

73:19, 134:17

producers 48:1

producing 49:11, 

73:11, 73:14, 

74:18, 74:19

product 39:3, 51:18, 

52:16

production 13:3, 

22:14, 46:25, 

51:14, 65:1, 

65:15, 66:21, 

66:24, 72:15, 

75:18, 75:24, 

77:10, 77:16

productions 38:8, 

69:14, 69:20, 

73:23, 77:14

professional 10:25

profile 100:23

program 129:24

progress 22:5, 22:7, 

25:24

project 15:19, 

109:20

projections 112:22, 

118:3

PROME 137:22

promises 24:20

promote 145:18

prompted 92:13, 

92:20, 138:22

promptly 46:7, 55:3

Proof 13:25, 91:7, 

91:18, 124:17

proofs 91:6

property 80:15, 

84:6, 84:9, 84:18, 

97:17

proportion 28:16

proposal 21:3, 23:1, 

33:19, 59:2, 59:5, 

91:2

proposals 22:25, 

116:6

propose 31:21, 57:21

proposing 32:18, 

43:22, 44:19, 

154:25

proposition 157:22

propositions 157:22

prosecutorial 113:21

Proskauer 7:10, 

10:1, 23:11, 

79:19, 103:22, 

148:1

prospect 110:3

prospectively 

144:10, 147:12

protected 51:19

protection 67:7, 

80:20, 85:4, 85:5, 

85:13

protocol 16:1

protracted 99:9

proved 152:18, 153:1

proven 23:5

proves 153:25

provide 11:7, 27:4, 

38:19, 41:9, 

45:10, 55:5, 

106:4, 106:6, 

112:13, 141:12, 

142:13, 148:10

provided 37:23, 

38:1, 38:10, 

38:13, 38:15, 

38:19, 40:1, 

40:19, 50:22, 

58:1, 59:1, 59:3, 

59:24, 62:11, 

118:10, 156:2

providence 78:4

provides 80:11, 

106:4, 106:5, 

106:7, 106:9, 

106:17, 107:13, 

116:11, 118:9, 

131:13, 148:20

providing 10:2, 

38:16, 61:16

provision 42:11, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 193 of 206
46:3, 54:11, 55:4, 

57:18, 57:20, 

58:13, 101:18, 

110:5, 110:8, 

112:4, 112:15, 

112:25, 123:25

provisions 54:20, 

58:2, 58:11, 67:1, 

101:9, 105:25, 

106:2, 112:9, 

160:2

public 6:6, 10:17, 

31:25, 32:6, 95:8, 

97:10, 134:21, 

142:12, 142:18, 

143:2

Public-private 13:1, 

13:9

publication 32:3, 

56:12

publicly 14:22, 66:2

publish 39:24, 

39:25, 40:7

published 39:11, 

39:16, 39:20, 

56:4, 56:6

punish 123:19

punitive 145:7

purely 65:12, 139:2

purported 90:7

purportedly 91:7

purpose 9:8, 32:10, 

118:17, 152:1, 

153:1

purposes 124:10, 

124:11, 126:5, 

153:17

pursuant 37:23, 

38:6, 60:23, 

74:13, 81:3, 112:6

pursue 52:2, 52:3, 

57:10, 126:7

pursued 78:8

pursuing 84:14

purview 143:10

purviews 139:15

push 66:23, 94:11

put 17:1, 33:19, 

34:23, 38:20, 

38:21, 41:6, 

41:10, 47:5, 55:4, 

59:9, 61:15, 

61:25, 71:19, 

77:13, 83:24, 

91:18, 100:13, 

107:23, 118:8, 

121:7, 122:4, 

124:19, 125:25, 

131:17, 136:3, 

140:20, 141:6, 

152:22, 160:4

puts 36:6, 36:11, 

41:5, 151:13

putting 39:16, 

124:23, 130:25, 

131:3

< Q >

qualified 21:10, 

26:21, 27:25, 

28:3, 28:7, 28:17, 

30:14, 30:17

qualifies 132:19

Qualifying 17:25, 

27:9, 27:12, 

27:18, 27:22, 

29:2, 29:9, 29:23, 

29:25, 30:3, 30:8

question 19:25, 

31:11, 36:3, 

43:13, 44:2, 

46:16, 52:8, 54:7, 

60:5, 68:19, 82:6, 

86:1, 86:2, 99:22, 

110:25, 111:14, 

112:9, 115:19, 

120:14, 125:6, 

144:20, 144:23, 

145:25, 148:4, 

149:15, 150:16, 

152:3, 157:24, 

160:8

questionable 60:22

questions 13:17, 

105:19, 114:18, 

117:7, 122:22, 

136:16, 151:5, 

160:21

quick 93:8

quickly 14:18, 41:8, 

50:8, 85:25, 

117:16, 136:23, 

158:17, 161:15

quite 13:18, 49:21

quote 42:19, 76:5, 

133:3, 144:2, 

144:14

quoting 93:23

< R >

RAIFORD 3:29, 45:2, 

45:3, 45:4, 45:5, 

46:15, 49:2, 49:3

railroaded 16:18

raise 80:1, 98:25

raised 32:9, 104:6, 

106:12, 107:11, 

108:8, 110:12, 

119:20, 134:22, 

149:19, 160:6

raises 105:1

raising 56:8, 119:21

Ralph 10:24

range 38:19, 50:21

ranges 49:24

rapid 103:21

Rapisardi 3:17

rather 51:5, 95:3, 

118:16, 152:2, 

157:24

Re 1:6

re-evaluate 20:7

re-evaluation 93:9

re-submit 101:22

reach 19:18, 33:6, 

34:20, 36:3, 

147:14

reached 38:6, 38:7, 

59:15, 86:24, 

117:13

react 33:22

reaction 14:6, 74:11

read 51:7, 53:11, 

92:6, 101:10, 

105:18, 108:19, 

115:12, 128:23, 

132:4, 132:24, 

146:15, 148:5, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 194 of 206
150:1

reading 108:15

reads 108:21

ready 19:6

real 20:1, 26:20, 

118:3, 140:6, 

145:23

realities 154:19

realized 18:20, 

61:11

reallocation 126:20

really 9:20, 14:5, 

20:7, 26:23, 35:8, 

39:16, 50:20, 

51:1, 51:25, 52:5, 

59:21, 60:21, 

71:1, 72:24, 

75:16, 93:5, 

98:23, 105:7, 

111:14, 119:21, 

124:3, 135:11, 

136:5, 138:14, 

143:3, 149:18, 

155:18, 155:21, 

157:11, 160:18

reasonable 17:2, 

23:2, 23:9, 24:5, 

40:18, 48:18, 

81:12

reasonably 112:22

reasoning 81:20

reasons 39:5, 52:19, 

79:21, 80:1, 

132:8, 143:18, 

144:24, 145:21, 

160:4

reassess 21:18

reborrowed 11:24

rebuttal 102:20, 

147:24

recall 14:1, 16:8, 

34:12, 38:11

recalls 38:3

receipt 51:11

receive 41:2, 48:8

received 7:20, 

12:22, 12:23, 

38:21, 49:14, 

62:2, 70:22, 

71:21, 73:8, 77:2

receives 51:25

receiving 38:6, 

142:25

recent 10:4, 117:25, 

143:21

recess 102:7

recognize 20:8, 

87:14

recommendation 

104:9, 106:14, 

106:24, 107:4, 

107:8, 107:20, 

124:15, 125:11, 

125:13, 125:14, 

125:16, 125:22, 

125:25, 130:14, 

131:7, 135:23, 

136:9, 142:3

recommendations 

105:5, 106:18, 

106:21, 107:1, 

107:12, 107:25, 

124:16, 124:18, 

131:5, 131:18, 

133:10, 134:12, 

135:3, 135:9, 

135:12, 146:17, 

158:22, 160:3

reconcile 110:5

reconciliation 8:9, 

8:22, 9:4

reconsider 49:5

reconstruct 75:8

reconvene 102:5

reconvened. 102:8

record 6:16, 51:15, 

58:16, 58:20, 

78:15, 79:22, 

81:25, 82:7, 

87:12, 87:20, 

89:7, 90:3, 90:8, 

104:21, 104:22

recorded 4:48

recording 6:23

recovery 10:11

recreate 51:17, 

66:23

redact 64:13

redacted 62:18, 

62:19, 64:7

redesignated 62:16

redo 73:23

reduced 156:18

reducing 145:7

Reed 15:15

refer 6:20, 37:15

reference 54:2, 

61:15, 133:23

references 91:5

referred 8:24, 15:1, 

55:23, 107:3, 

138:12

referring 105:25

refers 106:25

reflect 50:24, 161:8

reflected 40:14, 

41:16

refunds 8:7, 8:24

refused 145:5

refusing 123:4

regard 56:25

regarding 19:18, 

25:11, 39:24, 

45:22, 73:13, 

74:6, 117:6, 117:7

regards 160:3

Region 3:9, 11:2

regular 57:4, 66:9

regulation 13:8

regulations 124:10

regulator 73:15, 

75:25

regulators 39:10, 

58:1, 60:23, 

69:14, 69:21, 

70:10, 70:22, 

73:6, 73:12, 

74:25, 75:2, 77:7

regulatory 13:7, 

60:24, 66:18

rehashing 105:20, 

117:5

reinstate 140:12

reject 119:24, 

135:17, 135:22, 

142:4

rejected 41:15, 

50:18, 107:9, 

135:2, 136:8

rejecting 46:24

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 195 of 206
rejection 142:7

related 52:17, 

56:20, 56:22, 

97:16

relates 130:15

relation 55:3

relationship 77:6

relative 81:9

relatively 35:2, 

51:24

release 45:14, 

93:21, 93:23, 

95:10

releases 95:9, 134:5

relevant 69:12, 

76:15, 76:16, 

77:15, 83:19, 

106:3, 108:10, 

117:23

relief 40:24, 68:8, 

80:12, 80:14, 

80:17, 80:19, 

81:13, 83:25, 

84:5, 84:7, 84:11, 

84:19, 85:14, 

89:10, 103:25, 

119:16, 119:22, 

131:8

remain 30:22, 81:16

remaining 56:23

remains 27:10, 

45:20, 84:7

remarks 24:12, 43:8, 

45:1, 53:1, 80:9, 

82:11, 98:11, 

152:5, 160:18

remedy 140:11, 

141:8, 141:12, 

141:13

remember 11:21, 85:1

remembering 84:17

remind 6:12, 23:18

removes 128:19

render 161:15

renew 70:6, 78:24

renewed 38:5

rental 122:20

renting 122:20

reopen 25:6

repaid 11:23, 11:24

repeal 112:24, 

113:2, 117:8, 

124:3, 139:6, 

139:20, 141:19, 

142:1, 142:3, 

143:2, 144:17, 

144:18, 145:4, 

145:21, 147:2, 

147:3, 154:22, 

155:1, 155:15, 

156:1, 156:21, 

157:20

repealed 125:2, 

137:23, 137:24, 

138:21, 139:18, 

144:9, 144:10, 

144:11, 144:25, 

146:22, 147:9, 

147:11

repealing 139:4, 

139:13, 144:4, 

144:6, 145:18, 

146:24, 147:11, 

157:2

replacement 145:12

Reply 37:7, 41:16, 

42:12, 42:14, 

85:20, 97:14, 

117:14, 134:1, 

144:1

Reporter 163:14

reporting 90:21, 

90:22, 91:11, 

101:4

reports 65:18, 

99:24, 99:25, 

100:2, 101:5

repository 6:16, 

42:16, 42:20, 51:5

represent 15:16, 

68:24, 103:2, 

103:23

representation 28:1, 

28:5

representations 

52:14

representative 1:13, 

62:10, 90:24, 

91:4, 103:24, 

141:17

Representatives 4:8, 

44:25, 103:4, 

137:22, 143:15

represented 27:24, 

90:4

represents 68:24

reprogram 111:10, 

111:24, 112:17, 

129:22, 150:7, 

152:6, 153:20

reprogrammed 110:15

reprogramming 108:7, 

108:8, 108:13, 

108:18, 109:5, 

110:6, 110:17, 

111:1, 120:15, 

126:20, 129:17, 

129:19, 129:21, 

129:23, 148:3, 

148:13, 148:19, 

148:24, 149:21, 

153:13, 153:23, 

155:10

requested 10:2, 

16:20, 18:8, 46:7, 

46:10, 49:24, 

57:13, 61:22, 

63:13, 70:12, 

70:22, 144:17, 

146:22

requesting 54:22

requests 7:5, 17:3, 

39:17, 42:6, 

48:21, 49:25, 

52:18, 57:4, 

57:11, 58:2, 68:7, 

68:10, 68:16, 

75:11, 78:24, 

110:22

require 47:16, 53:1, 

101:4, 112:21, 

120:6, 125:24

required 42:15, 

90:24, 96:17, 

98:22, 115:20, 

115:23, 154:4, 

154:6, 154:10, 

154:14, 155:1

requirement 18:6, 

83:13, 112:23

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 196 of 206
requirements 94:25, 

95:2, 97:5

requires 74:15, 

98:19, 139:19, 

140:23

requiring 99:19

reserve 39:1, 39:11, 

149:7, 161:8

reserved 126:24

reset 104:18

resignation 10:6

resolution 15:9, 

15:25, 30:7, 

30:17, 46:12, 

116:19, 121:16, 

121:17, 123:4, 

127:11

Resolutions 116:2, 

116:9, 116:13

resolve 30:8, 32:7, 

39:24, 45:11, 

47:12

resolved 23:19, 30:1

resolving 9:8, 

23:25, 24:4, 51:8

resource 13:3

resources 153:16

Respectfully 14:18, 

129:7, 145:20, 

147:17, 147:21

respects 129:15, 

137:10, 159:7

respond 15:5, 17:3, 

97:7, 156:9

responded 107:5, 

107:12, 107:25

responding 135:6

Response 37:6, 

37:15, 43:8, 

44:18, 49:12, 

73:10, 74:9, 

82:15, 96:8, 

97:19, 97:25, 

107:18, 148:6, 

152:15

responses 50:2, 

56:21, 135:1

responsibility 

105:10, 131:2, 

142:12

rest 96:8, 136:17

restarting 144:15

restated 101:9

restoration 144:3

restored 11:11

restrictions 28:10

restructured 30:6

restructuring 22:15, 

34:9, 109:22, 

159:15

restructurings 

157:16

rests 139:7

result 80:25, 139:13

resulted 51:13, 

82:14, 84:24

resulting 80:22

results 109:11

retain 80:16

retaliation 144:25, 

156:25

retention 8:11, 

8:18, 63:10, 

63:11, 63:12

retentions 8:19

Retiree 3:27, 8:8, 

8:25

Retirees 8:5, 37:16, 

40:25, 45:3, 50:7, 

90:2, 90:5

retransmission 6:23

retroactive 91:11, 

92:15, 93:9, 

93:13, 99:19, 

99:24, 100:2, 

101:4, 101:5, 

101:18

retroactively 

144:11, 145:1, 

145:19, 145:22, 

146:4, 147:9

retrospective 94:9, 

98:6, 98:8, 99:14, 

100:2, 100:8

retrospectively 

95:2, 98:15

return 59:6, 102:2, 

105:10, 142:13

returned 62:6, 74:14

revenue 106:5, 

118:2, 120:6, 

125:3, 138:1, 

138:5, 138:9, 

138:11, 153:3

revenues 112:14, 

117:22, 139:9, 

139:12, 148:10, 

148:11

reverse 159:15

review 31:12, 60:21, 

68:3, 68:12, 70:8, 

71:2, 76:23, 

123:22, 124:5, 

124:9, 124:10

reviewed 41:22, 64:5

reviewing 62:14, 

69:25

revise 58:15, 

131:21, 138:23

revisit 148:2

revolver 11:22

rewriting 99:25

ribbon 13:7

Rican 116:19, 142:17

Ricardo 2:3

Rich 122:5

rid 36:16

rights 39:2, 39:12, 

57:10, 84:13, 

89:7, 91:20, 

119:23, 124:8

risk 22:21

Rivera 2:17, 3:44, 

10:24, 10:25, 

102:11

Rivero 3:16

Robbins 94:20

Robert 3:28

robes 15:13

Rodriguez 4:16

ROLDAN 4:8, 103:8, 

103:9, 103:13, 

143:14, 143:15, 

143:17, 146:1, 

146:15, 147:21

role 119:25, 128:13, 

129:13, 129:15

roles 119:23, 129:10

Roman 65:3

room 66:10, 70:13, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 197 of 206
70:17, 70:20, 

71:19, 73:19, 

73:21, 74:3, 75:9, 

75:17, 76:20

Root 3:30, 90:1

Rose 7:10, 10:1, 

23:11, 79:19, 

103:22, 148:1

ROSEN 3:5, 7:9, 

9:23, 9:24, 15:1, 

79:15, 79:18, 

80:8, 81:21, 

85:24, 85:25, 

86:16, 87:21, 

88:6, 88:16, 

88:17, 88:20, 

89:5, 90:10, 90:13

Rosenblum 3:40

Rosh 86:14, 87:6

Rossell 2:4, 102:10, 

119:13

roughly 16:20, 24:1, 

28:16

RSA 27:16, 27:19, 

30:6, 32:24

Rule 20:2, 22:13, 

41:19, 49:16, 

51:10, 51:11, 

56:24, 57:12, 

58:6, 90:23, 91:7, 

91:8, 96:21, 

96:23, 98:21, 

99:3, 99:11, 

101:15, 101:17

ruled 26:22, 27:22

Rules 19:25, 20:3, 

98:6, 116:12, 

116:13

ruling 19:21, 28:22, 

30:13, 52:11, 

89:22, 105:15, 

118:22, 132:18

rulings 41:24, 43:10

run 29:24, 96:4

running 47:7, 113:6

rush 137:16, 138:20

Russell 94:20

< S >

S/ 163:12

sacrosanct 135:15

safe 162:1

salaries 127:20

San 6:1, 6:8, 86:17, 

87:1, 161:20

sanction 93:7

sanctions 7:3, 

93:13, 113:17, 

152:11

Santander 38:2, 40:3

satisfactory 82:8, 

143:6

satisfied 18:7

save 49:20

savings 131:15, 

131:25, 132:1, 

154:4, 154:10, 

154:16

saw 67:14

scanned 7:17, 7:22

scarce 35:2, 153:17

scenario 54:15

Schatz 2:17, 3:44, 

102:12

schedule 12:19, 

18:17, 18:24, 

21:9, 21:18, 

28:18, 33:6, 33:8, 

82:14, 86:7, 

87:21, 87:22, 

103:21

scheduled 46:4, 

81:18, 161:19

schedules 19:13

scheduling 27:6, 

88:25

schools 131:20

scope 78:2, 90:21, 

91:1, 97:2, 97:5, 

112:9

scored 127:13, 

127:14

screen 76:22

search 37:25, 50:21

searched 114:23

searches 38:20

Second 45:16, 48:15, 

48:20, 53:7, 

61:15, 92:7, 94:5, 

111:14, 129:18, 

130:15, 130:16, 

130:21, 143:25, 

144:9, 148:20, 

158:10

secondly 56:2

seconds 13:25, 

47:17, 47:21, 

104:25

Secrecy 66:1

Section 80:11, 

80:13, 81:3, 

81:14, 108:9, 

108:20, 111:17, 

112:4, 124:5, 

131:10, 131:13, 

131:18, 137:5, 

137:17, 137:19, 

139:19, 140:22, 

149:20, 149:24, 

151:16, 151:19, 

152:1

sector 10:18, 

142:10, 142:12, 

142:18, 142:23

Secured 3:39

securities 31:25, 

32:1, 95:15, 

96:13, 96:14

security 87:15

seeing 50:1, 50:19, 

73:20

seek 12:14, 30:15, 

49:17, 80:12, 

80:18, 85:14, 

93:13

seeking 26:20, 30:5, 

67:19, 78:13, 

83:25, 93:13, 

96:2, 112:11, 

119:16

seeks 83:4, 118:7

seem 19:23, 20:1, 

69:22, 71:1, 71:5, 

90:21

seems 19:1, 20:1, 

26:21, 38:22, 

41:14, 95:3, 

99:10, 122:23, 

126:7, 129:13, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 198 of 206
161:20

seen 68:10, 72:20

segregated 30:20, 

30:23

segue 37:2

self-government 

132:19

selling 92:23

Senate 102:19, 

103:2, 103:3, 

104:2, 134:6, 

134:7, 137:3, 

137:4, 144:5, 

144:7

sending 137:21

sends 120:9, 123:5

sense 19:4, 19:16, 

21:2, 21:17, 

26:18, 67:7, 68:6, 

75:14, 97:23, 

149:12, 160:6

sensitive 132:18, 

132:19

sent 26:1, 142:5

sentence 53:7, 

53:11, 53:18

sentiment 161:20

separate 59:15, 

88:11

separated 30:23

separately 69:25

September 36:11, 

80:6, 81:8, 86:12, 

87:5, 89:14

series 8:1

serious 161:6

serve 40:8

service 12:3, 51:10

services 28:13, 

95:16, 109:8, 

142:14, 153:6, 

153:7

set 18:6, 18:17, 

18:19, 33:11, 

33:15, 68:2, 70:7, 

78:19, 81:17, 

89:3, 91:2, 96:8, 

98:15, 98:17, 

109:6, 109:16, 

113:3, 119:21, 

123:5, 132:10, 

154:19

sets 32:22

setting 33:1, 

104:11, 150:21, 

150:22

settlement 93:22, 

95:12, 118:4, 

118:13, 118:14

settlements 117:12

seven 45:17, 128:16, 

131:15, 131:25

seven-day 31:16, 

32:22

severe 28:10

shakes 24:21

shall 45:1, 53:12, 

55:5, 106:4, 

106:6, 106:8, 

106:9, 148:9, 

148:21, 150:9

shameful 143:23

share 49:8, 67:4, 

77:4

shared 68:3

shift 82:9, 158:17

shifted 16:8

shocking 92:19

short 31:13

short-circuit 68:9

shortcomings 95:24

shortcut 51:23

shorten 20:13

shortened 9:9, 

45:15, 45:22, 

45:23

shortens 19:13

shorter 158:3

Shouldn't 59:21, 

88:24, 95:14, 

95:18, 95:20, 

104:11, 114:12

show 139:4

showing 43:6, 44:16, 

54:3, 68:5, 80:16, 

80:20, 80:21, 

80:23, 81:9, 85:18

shows 87:12, 136:11

sick 154:7

side 49:9, 92:12, 

95:11, 98:9

sides 19:23, 133:3

sideways 25:1

Siemens 1:22, 3:32, 

13:4, 15:7, 15:9, 

15:16, 17:18, 

17:19, 18:8, 22:5, 

22:12, 22:16, 

22:19, 22:22, 

23:13, 23:16, 

24:11, 27:6, 

27:20, 29:22, 

30:1, 30:7, 30:15, 

31:2, 31:5, 34:6, 

36:20, 36:24

sign 32:22, 33:1, 

91:19

signal 160:25

signals 6:21

signed 13:2, 100:16, 

146:19

significance 89:3, 

104:7, 112:8, 

114:6, 121:11, 

133:13, 134:18

significant 8:1, 

12:20, 98:14, 

132:17, 133:6, 

133:24, 159:1

significantly 85:21

similar 24:9, 24:17

similarly 101:16

simple 47:5, 157:3

simply 27:7, 35:12, 

50:5, 51:10, 59:6, 

69:20, 123:3, 

143:23, 155:16, 

159:13

single 127:17

sir 45:1, 143:13, 

147:23

sit 39:9, 115:19, 

118:19

sitting 125:1

situation 29:24, 

30:1, 69:11, 

125:21, 140:6, 

154:16, 157:13, 

161:10

Six 10:7, 45:18, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 199 of 206
53:5, 77:5, 

126:18, 140:22

skip 76:10

slightest 120:5

small 121:22, 121:23

smart 128:16

Smith 15:16

snippets 133:3

soft 15:22

sold 93:18

sole 57:21, 151:20, 

153:10, 159:3

solely 78:4, 78:16

solemnity 121:11, 

134:18

solicitation 17:25, 

18:3, 31:22

somebody 55:9, 61:5, 

114:7

somehow 72:3, 159:19

someone 65:13

sometime 20:18, 

21:22

somewhat 105:8

somewhere 19:15

soon 20:18, 24:8, 

44:7, 89:14, 89:17

sooner 18:10, 44:14

sooner. 54:13

Sorry 30:18, 34:5, 

36:12, 36:17, 

44:22, 48:16, 

52:10, 55:22, 

56:16, 59:17, 

67:3, 67:14, 

71:24, 88:20, 

90:13, 104:14, 

104:16, 115:12, 

120:25, 136:1, 

139:3, 139:9, 

140:25

sort 22:25, 41:3, 

43:20, 50:16, 

73:21, 91:12, 

97:22, 98:5, 98:8, 

98:15, 125:8, 

130:19, 132:16, 

160:25

sorts 95:14

sought 80:19, 84:5, 

84:7

sounding 12:19

sounds 21:13, 23:2, 

88:7

source 6:15

sovereign 78:10

space 122:20, 147:14

speakers 19:4

speaking 46:17, 

65:25, 90:14, 

110:6

speaks 110:8, 112:4

special 40:9, 44:13, 

53:8, 58:13, 

108:4, 155:6

specially 105:6

specific 17:19, 

22:9, 28:13, 53:4, 

54:7, 63:19, 76:5, 

78:24, 78:25, 

89:10, 89:13, 

105:6, 110:5, 

112:8, 124:10, 

126:6, 133:9, 

136:15, 151:7, 

151:10, 156:4

Specifically 8:13, 

37:20, 37:22, 

38:7, 39:18, 

55:24, 130:17, 

146:12, 156:2

specifics 48:5

specify 112:21

sped 42:10

speed 16:15, 49:20

speeded 48:16

speeding 48:12

spell 101:22

spend 105:19, 

113:14, 122:18, 

122:19, 123:8, 

123:12, 126:10, 

126:11, 127:12, 

128:7, 150:24, 

151:2, 151:24, 

152:21, 153:5, 

160:15

spending 110:2, 

129:23, 153:4

spent 82:2, 82:21, 

123:8, 153:8, 

153:13

spoke 38:25, 48:10, 

56:21

spoken 15:22, 35:22, 

86:11

spread 128:1

SPRINGER 3:34, 

15:14, 15:15, 

15:18, 15:21, 

20:10, 21:19, 

23:7, 24:6, 25:4, 

25:8, 26:25, 27:3, 

29:5, 29:17, 

30:25, 36:21

springing 75:21

squeezed 127:22

staff 14:12, 14:15, 

136:21, 161:25

stage 9:19, 121:4

stake 127:1

stamped 7:16, 7:19

Stancil 4:4

stand 40:16, 44:17, 

50:25, 71:9, 

71:11, 89:13, 

118:17

stand-alone 101:7

standard 65:14

standards 98:17, 

99:14, 114:10, 

157:7

standing 32:6, 32:7, 

32:9, 32:13, 

33:12, 35:20

start 10:4, 16:6, 

16:12, 16:13, 

16:19, 19:14, 

21:6, 23:1, 50:22, 

104:21, 120:10

started 17:6, 43:4, 

91:13

starting 16:21, 

35:2, 35:9, 74:4

starts 47:7, 52:9

State 4:14, 54:15, 

79:21, 154:24

stated 33:4, 42:24, 

42:25, 43:7, 

143:25, 144:24

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 200 of 206
statement 78:6, 

114:1, 118:18

statements 24:13

States 1:1, 2:33, 

2:35, 39:10, 

143:20, 155:16, 

156:16, 163:7, 

163:8

stating 142:6

status 7:7, 9:21, 

10:2, 15:7, 16:14, 

18:19, 27:5

statute 38:12, 

84:17, 105:23, 

106:17, 111:9, 

113:16, 113:20, 

121:7, 121:14, 

123:11, 124:5, 

126:6, 132:21, 

132:23, 132:25, 

135:2, 135:4, 

136:2, 149:20, 

149:22, 158:5, 

158:18, 158:19, 

159:1, 159:2, 

159:5, 159:7

statutes 125:1, 

151:2

statutory 105:9, 

110:10, 111:1, 

126:15, 129:14, 

130:6, 151:6

Stay 24:25, 25:3, 

25:7, 25:8, 25:21, 

26:9, 27:20, 

30:13, 79:16, 

80:3, 80:12, 

80:14, 80:19, 

80:23, 81:11, 

81:13, 81:15, 

82:13, 82:22, 

83:20, 84:1, 84:7, 

84:20, 87:13

staying 24:24, 26:5

stays 51:2

stenography 4:48

step 84:12, 120:10, 

135:14

steps 21:13, 112:6

stick 78:18

sticking 16:5

stipulation 91:20, 

100:16, 100:25, 

101:21

stop 121:1

story 20:19

straightforward 

47:12

strategic 50:23

strategy 36:1, 40:13

streamlined 9:7

street 14:20

strengths 92:24

stress 142:2

stretching 101:2

strongly 123:20

structural 106:6, 

106:7

structure 12:24, 

35:19, 35:21, 

39:23, 42:3, 82:24

structured 43:15, 

126:25

studies 146:3

stuff 75:15

stymie 123:6

sub 87:15

subject 7:3, 28:10, 

38:4, 39:3, 41:1, 

42:2, 44:15, 54:2, 

66:3, 68:20, 

68:21, 69:21, 

113:17, 114:8, 

114:13, 157:6, 

157:10, 160:13, 

160:18

subjected 143:19

submission 69:5, 

82:16, 87:25, 

88:3, 98:12, 107:2

submissions 41:23, 

51:8, 51:20, 

51:21, 80:24, 

82:15, 86:7, 

154:23

submit 106:14, 

122:8, 122:12, 

143:12, 145:16, 

145:20, 147:17, 

147:18, 159:24

submitted 9:7, 18:4, 

96:23, 96:24, 

107:1, 107:6, 

147:21

subparagraph 54:1

subparagraphs 53:25

subpoena-like 40:5

subpoenaed 50:1

subpoenas 51:24

subsection 45:18

subsequent 105:2

substantial 12:4, 

22:14

substantially 42:3, 

52:19, 98:21

substantive 81:20

substituted 53:25

subtracting 149:10

succeed 131:22

success 27:18

successful 12:24

successive 10:7

sudden 10:6

sufficient 21:8, 

28:1

sufficiently 142:19

suggest 44:5, 56:5, 

74:11, 107:7

suggested 61:1, 

72:19

suggestions 91:9

summaries 38:24

summary 19:10, 81:1, 

97:18

summertime 17:2

sun 14:20

super 124:4

superseded 155:5

supplement 87:20

supplemental 82:15, 

82:16, 94:12

supplementation 

145:12

supplementing 22:18

supply 13:5

support 11:8, 26:9, 

72:14, 78:6, 90:14

supported 97:12

supportive 23:17, 

78:14

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 201 of 206
supports 158:19

supposed 16:12, 

95:6, 131:12, 

132:7

supposedly 16:10

supreme 137:6, 137:8

surplus 119:19

SUSHON 3:20, 62:9, 

62:25, 63:5, 63:8, 

63:11, 63:16, 

64:14, 67:25, 

70:3, 70:21, 75:7, 

79:2, 79:7

suspend 124:11, 

130:3, 130:4, 

155:2, 155:9

suspended 108:14

suspending 108:17

suspension 120:15, 

154:23

sustainable 105:12, 

109:11, 159:16

Suzzanne 3:24, 17:22

Swain 2:32, 101:24, 

143:21, 163:7

switching 15:12

sympathy 158:8

< T >

table 33:20

taken. 102:7

talked 65:17

talks 130:4

tap 69:2

tardes 143:14, 

143:16

targeted 67:11, 

67:19, 67:21, 

77:17, 78:24

targeting 67:20, 

155:25

targets 33:21, 

45:19, 67:6, 

106:10, 126:23, 

135:19, 146:5

tasks 13:10

tax 8:6, 8:24

Taylor 2:32, 101:22, 

163:7

teachers 131:21, 

131:22

technical 61:12, 

81:19, 83:12, 

86:10

Technology 104:16

tee 31:18

teed 19:6, 22:18, 

24:14

teeth 120:13

telephone 76:9

telephonic 6:7, 12:9

tells 64:21, 106:19, 

111:20, 114:13

ten 13:25, 34:14, 

41:3, 45:18, 46:9, 

46:11, 87:23, 

152:21, 152:22

ten-day 45:14, 48:9

ten. 53:6

tenure 10:16

term 11:22, 50:21, 

61:14, 93:8, 

101:16, 107:6, 

121:21

terminate 155:19, 

157:11

terminated 43:17, 

43:20, 44:7, 

44:14, 54:13, 

55:2, 155:17

terminates 54:16

terminating 55:12

termination 43:25, 

44:21, 55:6, 55:8, 

157:6

terms 16:24, 25:1, 

25:24, 33:20, 

37:25, 46:2, 

78:13, 99:21, 

99:22, 108:5, 

111:3, 113:16, 

118:21

terrible 134:8

territorial 120:12, 

121:22, 130:21, 

143:19

territory 137:6, 

137:9, 143:22, 

155:24

text 53:4

texting 7:1

textual 43:10

thankfully 125:21

theirs 20:14, 133:5

theories 87:15, 

155:7

theory 146:24

thereafter 89:14, 

89:17

thereby 118:1

They'll 69:7

They've 47:13, 

66:14, 66:19, 

66:22, 71:2, 72:7, 

72:23, 75:23, 

75:25, 77:1, 77:6, 

93:2

thinking 33:17, 

51:1, 87:17

thinks 16:15, 86:8

third 40:2, 40:19, 

66:21, 67:12, 

71:22, 71:23, 

72:9, 149:15

third-party 48:1, 

51:4, 72:7

Thomas 2:17, 3:43

though 65:6, 70:10, 

71:1, 105:16, 

117:3

thoughts 45:12, 

46:20, 46:24

thousand 9:13

thousands 14:14, 

67:14

threatening 139:22

three 38:3, 43:21, 

63:24, 64:11, 

101:12, 101:18, 

148:8, 153:25

throat 133:10

throughout 56:14, 

97:18

throw 138:2

thrown 138:14

tie 132:22

till 16:21

timeframe 21:7

timeline 31:13

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 202 of 206
timely 7:18, 33:22, 

44:15, 46:6, 54:3, 

95:22

timetable 18:19, 

29:4, 32:25, 33:1, 

36:6, 42:10, 45:8, 

45:15, 45:23, 

46:13, 48:13, 

48:17, 48:18, 

103:11

timetables 42:12

timing 33:9

Timothy 3:4

today 7:14, 15:15, 

21:14, 67:17, 

75:23, 81:4, 89:8, 

125:1, 145:23, 

160:12, 161:18

together 14:16, 

22:24, 31:9, 

102:15, 129:2, 

135:24

tomorrow 16:13, 

16:15, 16:19, 

157:6

tons 75:15

took 22:13, 107:11, 

129:5, 134:1, 

134:3, 141:17, 

141:23

tool 134:24, 146:13, 

151:7

tools 48:25, 131:2, 

131:3

top 37:22, 115:7, 

152:7

topics 130:16

totally 111:25, 

113:5, 139:14

toward 161:21

track 39:21, 78:20, 

78:21, 78:22, 

95:20

traded 95:15, 95:16

trading 92:11, 93:3, 

93:17, 96:13, 

98:18

traditionally 

132:18, 132:19

traffic 14:15

transaction 12:22, 

13:11

transactions 12:22, 

13:11

transcends 143:4

Transcript 4:48, 

163:4

transcription 163:5

transfer 84:24

transferred 53:16

transferring 84:18

transformation 

10:11, 11:9, 

12:17, 12:25, 

13:2, 13:11, 142:8

transmission 11:14

transparency 94:2

transparent 109:25

Transportation 1:22, 

1:30, 3:33, 15:16

travels 162:1

Treasury 108:12

treat 81:4

treatment 41:10

TRELLES 3:23, 17:11, 

17:13, 22:3, 22:4, 

23:4, 26:4, 26:11, 

26:16, 27:23, 

28:20, 29:10, 

30:10, 30:16, 

31:7, 31:18

TRELLES-HERNANDEZ 

35:22, 36:23

tremendous 129:2

trial 16:1

tried 69:4, 92:21, 

97:8

tries 127:11

trigger 47:22, 91:3, 

91:8, 139:7, 

152:10

triggers 90:21

trillion 7:23

trouble 12:8, 88:13, 

108:15

troubled 92:14

troubling 75:16

true 65:24, 98:18, 

120:12, 124:22, 

163:5

truly 49:12

trust 47:5, 79:24

Trustee 3:8, 39:10

trustees 7:25

truth 120:3, 143:24

try 32:7, 32:8, 

45:16, 88:25, 

129:22, 130:2

trying 9:13, 32:9, 

32:12, 40:22, 

41:7, 43:10, 68:9, 

68:12, 71:7, 

71:13, 128:9, 

129:8

turbulence 34:21

turn 7:11, 9:21, 

14:23, 17:16, 

40:1, 46:18, 48:4, 

53:5, 53:19, 98:2, 

102:3, 118:3, 

119:11

turned 6:18, 6:22, 

62:5, 71:16

turning 161:20

turns 88:10, 104:5, 

105:7

Two 8:11, 10:6, 

19:4, 29:3, 43:1, 

54:11, 74:17, 

78:21, 90:11, 

100:3, 102:14, 

108:2, 108:3, 

108:6, 112:9, 

122:22, 135:1, 

143:18, 144:8, 

151:5, 153:25, 

157:6, 157:22, 

157:25

two. 55:22, 56:6

type 19:10, 49:15, 

51:10, 60:17, 

133:8

types 63:24, 70:16, 

100:22, 153:5

typical 116:19

< U >

UCC 50:7, 68:23, 

68:24, 69:8, 96:9, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 203 of 206
99:2, 99:3, 102:17

Uhland 3:24, 17:16, 

17:22, 23:8, 

31:19, 31:20, 

33:3, 33:24, 

34:10, 35:21

ultimate 80:13, 

105:15

ultimately 10:11, 

40:6, 40:8, 41:5, 

41:10, 50:14

unavailable 152:14

unclear 108:20

undermine 112:16

underscoring 118:23, 

121:11

understanding 26:19, 

30:2, 51:4, 59:14, 

60:20, 71:20, 

72:13, 73:11, 

116:16, 122:24, 

161:17

understands 119:2, 

119:3

understood 29:18, 

51:21, 58:3, 

96:16, 96:19, 

97:4, 152:19, 

152:24

undertook 70:24

underway 12:18

undue 47:15

unenforceable 104:9, 

105:4, 106:14, 

106:23, 160:7

unfortunate 10:9

Unfortunately 16:2, 

157:18

unfunded 153:8

uniform 42:1

unilateral 112:10

unilaterally 110:10, 

138:24

unique 105:8, 105:16

United 1:1, 2:33, 

2:35, 39:10, 

143:20, 163:6, 

163:8

universe 42:19, 

49:10, 56:21, 

76:25

University 153:6

unjustified 68:19

unknown 16:7

unlawfully 145:13

Unless 6:19, 37:17, 

41:18, 43:16, 

43:19, 44:6, 

44:12, 54:12, 

72:6, 97:25, 

110:16, 136:16

unlike 124:25

unmistakably 132:20, 

133:1

unquote 42:19

unredacted 57:2

unresolved 58:9

Unsecured 3:12, 8:21

Until 23:5, 25:13, 

26:21, 27:8, 

27:20, 27:24, 

28:19, 29:8, 

29:11, 30:16, 

34:16, 35:13, 

44:10, 52:5, 54:9, 

54:18, 57:14, 

78:20, 84:19, 

86:3, 88:21, 

136:4, 139:5, 

139:7, 139:10, 

139:16, 139:17, 

146:25, 160:2

unused 109:14, 

148:17, 149:5, 

149:9, 152:20, 

154:7

update 10:2, 12:18, 

99:4, 99:8

urge 87:20

urged 99:7

urgency 28:24, 

157:25, 161:9

using 6:19, 154:10

usual 7:6

usurpation 145:10

utility 10:23

< V >

vacation 154:7

vaguely 117:14

valid 118:1, 144:24, 

145:16, 147:7

validity 81:1

validly 139:24, 

140:21, 141:25

value 64:21, 80:21, 

81:10

various 54:20, 

65:18, 109:1

Velaz 3:16

vendor 45:19, 46:7, 

61:16

version 101:13

versions 57:2

versus 132:16

VI 15:8, 16:8, 

16:24, 17:17, 

18:15, 19:1, 

19:17, 20:17, 

21:24, 22:6, 

22:10, 22:18, 

22:20, 23:17, 

23:25, 24:8, 

24:21, 25:2, 

25:11, 25:24, 

27:7, 31:12, 

31:23, 35:18, 

140:22

vibration 6:21

view 27:2, 73:10, 

93:15, 94:15, 

99:17, 100:24, 

114:1, 115:20, 

144:21

views 32:11, 143:3

vigorously 160:10

violated 143:10

violating 126:5

violation 84:13, 

137:17

violations 127:9

virtue 116:5

vis-a-vis 27:7

vitiate 128:13

vocabulary 157:1

voluntary 40:4

vote 125:20

voted 141:18

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 204 of 206
< W >

wait 58:22, 104:14, 

139:16, 158:4

waiting 86:24, 

142:24

waive 89:7

waived 67:18

walk 18:23, 41:23, 

146:14

Walker 163:12, 

163:13

wanted 14:8, 18:14, 

27:7, 33:19, 

43:14, 56:7, 68:5, 

76:4, 76:5, 86:17, 

108:16, 117:15, 

119:4, 132:12, 

138:22, 143:2, 

144:11, 145:5, 

158:12, 160:24

wants 17:10, 18:23, 

46:19, 61:6, 

85:17, 112:17, 

112:20, 114:14, 

134:6, 134:19, 

137:23, 145:21, 

148:15, 148:17, 

152:22, 153:22, 

159:12

warrants 134:18

Washington 87:2

wasting 68:14

water 10:23

weaknesses 92:25

website 115:4, 

122:14

week 8:19, 8:20, 

10:6, 10:15, 

11:24, 12:2, 

19:11, 26:1, 

34:18, 35:10, 

87:23

weekend 17:6, 34:15, 

34:16

weekly 11:12, 12:1, 

76:9

weeks 12:1, 18:2, 

18:13, 20:21, 

86:9, 100:3

Welcome 6:5, 23:21

whatever 15:2, 15:4, 

27:10, 27:13, 

51:14, 67:7, 73:4, 

73:12, 76:10, 

83:13, 85:17, 

86:8, 111:6, 

127:20, 132:12, 

152:22, 155:20, 

161:12

whenever 29:3, 111:6

whereby 39:8, 41:2

whether 18:23, 

21:21, 25:16, 

26:23, 27:8, 

27:21, 29:2, 

29:21, 47:22, 

50:15, 57:8, 

65:24, 68:4, 

70:24, 72:4, 

75:17, 89:1, 

105:24, 108:21, 

111:2, 111:15, 

120:6, 124:14, 

131:1, 133:10, 

140:8

whichever 44:12

whiz 109:14

whoever 72:16, 134:6

whole 67:12, 73:22, 

76:3, 77:2, 77:3, 

85:3, 142:17, 

152:1, 153:1

whom 84:1

wielding 134:24

William 3:20

willing 22:17, 

158:15, 159:19, 

160:22

willingly 113:15, 

113:17, 114:7

willy-nilly 148:24, 

152:12

wish 48:16, 56:17, 

162:1

wishes 85:24

withdraw 24:19

withdrawal 24:3

withdrawing 41:18, 

64:10

withdrawn 52:18

withheld 39:5, 

46:11, 59:14, 

62:18, 62:19, 

62:21, 64:3

withhold 64:12

withholding 29:11

Without 24:25, 

29:13, 29:15, 

30:14, 32:13, 

39:15, 43:5, 

48:24, 52:20, 

56:8, 57:3, 57:10, 

109:4, 112:18, 

118:11, 126:5, 

139:25, 141:24, 

144:3, 154:10, 

155:18, 155:19

withstanding 111:23

witness 38:25, 

42:17, 52:25, 53:8

WITNESSES 5:3

wonderful 104:17

wondering 45:10, 

131:7

word 97:13, 101:13, 

156:25

words 27:11, 53:7, 

53:9, 90:5, 97:18, 

101:14, 101:15

work 9:14, 13:13, 

14:23, 15:24, 

17:5, 20:12, 

31:17, 39:2, 

51:18, 52:16, 

61:25, 73:18, 

76:3, 86:6, 87:8, 

88:4, 88:10, 

88:22, 89:15, 

89:16, 89:17, 

89:18, 100:4, 

131:12, 132:7, 

147:14, 157:5, 

158:7

workable 128:4

working 8:21, 11:4, 

13:7, 14:16, 

22:24, 24:2, 24:5, 

76:8, 129:2, 

144:5, 144:7, 

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 205 of 206
147:1

works 15:22, 86:20, 

89:10, 104:17, 

132:8, 134:2, 

136:2, 146:16

world 135:16

worrying 131:7

wrenches 138:2, 

138:14

write 124:11, 134:6

written 38:24, 98:12

< Y >

years 9:1, 11:1, 

43:1, 64:20, 

108:14, 116:11, 

149:9

yell 49:1, 49:3

yesterday 7:18, 

65:1, 136:4, 

144:2, 157:5

York 3:25, 6:7, 

17:10, 31:19, 

86:20, 88:13, 

161:21, 162:1

yourself 155:2

< Z >

Zakia 4:11

Case:17-03283-LTS Doc#:3711 Filed:07/27/18 Entered:07/27/18 13:48:24 Desc: Main

Document Page 206 of 206