IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO 

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al., 

Debtors.1

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

 

MOTION TO COMPEL COMPLIANCE WITH FEBRUARY 26, 2018 ORDER AND 

FOR ENTRY OF A PROTECTIVE ORDER OF AD HOC GROUP OF GENERAL 

OBLIGATION BONDHOLDERS, AMBAC ASSURANCE CORPORATION, ASSURED 

GUARANTY CORP., ASSURED GUARANTY MUNICIPAL CORP., THE MUTUAL 

FUND GROUP, AND NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION 

 

1

 The Debtors in these Title III cases (collectively, the “Title III Cases”), along with each Debtor’s respective Title III 

Case number and the last four (4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) 

Commonwealth of Puerto Rico (the “Commonwealth”) (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal 

Tax ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last 

Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 

17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); 

and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal 

Tax ID: 3747) (Title III Case numbers are listed as bankruptcy case numbers due to software limitations). 

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Movants the Ad Hoc Group of General Obligation Bondholders,2

 Ambac Assurance 

Corporation, Assured Guaranty Corp. and Assured Guaranty Municipal Corp., the Mutual Fund 

Group, and National Public Finance Guarantee Corporation request that the Court compel 

Respondents the Puerto Rico Fiscal Agency and Financial Advisory Authority and the Financial 

Oversight and Management Board for Puerto Rico to comply with the Court’s February 26, 2018 

Order (Dkt No. 2590) addressing the production of Fiscal Plan Development Materials. Movants 

further request that the Court enter the proposed protective order attached as Exhibit A to this 

motion. 

We are back before the Court, once again, because Respondents continue their 

longstanding refusal to allow Movants, the Court, other creditors, and the public, to have an 

informed look at the underlying basis for their Fiscal Plan. The parties have been litigating this 

issue for more than six months. And even now, in the face of this Court’s February 26 Order 

that “Fiscal Plan Development Materials qualify as the type of materials that are discoverable 

under Rule 2004,” Dkt. No. 2590 at 2, Respondents tell us that the Court’s holding means the 

opposite of what it says. Respondents refuse to produce any Fiscal Plan Development Materials 

under Rule 2004; they refuse to remove any Fiscal Plan Development Materials from the 

Intralinks data room; and they maintain that addressing any of our requests to lift the draconian 

data room restrictions will impose an unreasonable burden. 

It is in fact Respondents who impose the unreasonable burden by forcing us, time and 

again, to seek redress from this Court regarding already-settled matters. By their continued 

intransigence, Respondents apparently hope that they will continue to shroud the finances of the 

Commonwealth and its instrumentalities in a veil of mystery. Respondents’ evident goal is to 

 

2

 Members of the Ad Hoc Group of General Obligation Bondholders file this Motion exclusively on their 

own behalves and do not assume any fiduciary or other duties to any other creditor or person. 

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2 

permit them to continue to game the system—to manipulate creditors and the Court—by 

substituting their own say-so for an honest look at the Debtors’ financial condition. The Court 

should not allow them to get away with it. As Congressman Bishop, the Chairman of the House 

Natural Resources Committee, recently recognized in a letter to the members of the Oversight 

Board, “[t]ransparency is the only path to ensure that Fiscal Plans and any plans of adjustment 

under Title III are informed by accurate and realistic data and deemed to be fair and equitable by 

all stakeholders.”3 The Court should accordingly order the Fiscal Plan Development Materials 

produced, pursuant to Rule 2004 and the February 26 Order, forthwith. And it should enter the 

attached proposed protective order, which Respondents unreasonably reject. 

BACKGROUND 

On December 15, 2017, the Court allowed Movants’ Motion for a 2004 Examination. 

Dkt. No. 2033 (the “December 15 Order”). However, in light of the parties’ “disagreement 

regarding the restrictions on the usage of documents produced or to be produced in accordance 

with this order,” the Court ordered the parties to submit a joint report detailing the area of 

disagreement. Id. at 3 (emphasis added). 

The parties submitted that joint report a week later. They reported that they had reached 

agreement that, subject to the entry of a protective order, two categories of documents would be 

produced or deemed produced pursuant to Rule 2004 and the Court’s December 15 Order: data 

or factual information, and documents that had or would in the future be produced by 

Respondents in adversary proceedings. Dkt. No. 2154 § I.a (the, “Joint Report”). Movants and 

Respondents could not agree, however, as to so-called “Fiscal Plan Development Materials,” 

which are models, formulae, and assumptions underlying fiscal plans that the Commonwealth 

 

3

 Letter from Hon. Rob Bishop to José B. Carrión III (Mar. 29, 2018), https://media.noticel.com/o2com-notimedia-us-east-1/document_dev/2018/04/02/Letter%20Bishop%20final_OP_1_CP__1522709064523_10908430 

_ver1.0.pdf. 

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has published in 2017 and 2018. Movants argued that such materials should be produced 

pursuant to Rule 2004 and the December 15 Order (or logged if a privilege was asserted). For 

their part, Respondents insisted that they should not be compelled to produce those materials, 

though they might decide to turn some of them over voluntarily. Joint Report § I.b. The parties 

completed briefing on the issue on January 26, 2018. 

On February 26, 2018, the Court issued an order, agreeing with Movants that “the Fiscal 

Plan Development Materials are discoverable under Rule 2004.” Dkt. No. 2590 (the “February 

26 Order”) at 11; see id. at 2 (“[T]he non-privileged Fiscal Plan Development Materials qualify 

as the type of materials that are discoverable under Rule 2004.”); id. at 9 (“Such information . . . 

falls squarely within the purpose of Rule 2004.”). The Court concluded that production of the 

Fiscal Plan Development Materials should follow a procedure that “mirrors that identified by the 

parties in Section I(a) of the Joint Report” (id. at 11)―that is, that the materials be produced or 

deemed produced pursuant to Rule 2004, subject to a protective order. See Joint Report § I.a. 

Finally, the Court held that Movants could attempt to use the Fiscal Plan Development Materials 

in the Title III or adversary proceedings but that (as is always the case with respect to documents 

produced in discovery), Respondents could object to the admissibility to any document Movants 

attempt to use. Dkt. No. 2590 at 11. 

Per the Court’s Order, Movants promptly wrote to Respondents identifying the Fiscal 

Plan Development Materials that they believed were deemed produced pursuant to Section 2004. 

See Ex. C (Letter from G. Orseck to M. Bienenstock & J. Rapisardi (Feb. 27, 2018)) & Ex. D 

(Letter from G. Orseck to M. Dale & J. Rapisardi (Mar. 7, 2018)). Respondents refused, arguing 

that, because the Court had found that Movants had not shown that they needed to immediately

use the Fiscal Plan Development Materials, Respondents did not need to produce them at all 

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pursuant to Rule 2004 or the February 26 Order. See Ex. E (Letter from M. Dale & J. Rapisardi 

to G. Orseck (Mar. 1, 2018)) & Ex. F (Letter from M. Dale & E. McKeen to G. Orseck (Mar. 12, 

2018)). Respondents insist instead that they have the unilateral right to determine, on a 

document-by-document basis, whether to produce any Fiscal Plan Development Materials. See

Ex. F. To date, Respondents have refused to produce a single one. See id. As Respondents 

would have it, Movants are in precisely the same position with respect to the Fiscal Plan 

Development Materials that they were in before they began litigating the 2004 motion over six 

months ago. 

Furthermore, because they contend that Fiscal Plan Development Materials need not be 

produced pursuant to Rule 2004 and a protective order, Respondents say that all Fiscal Plan 

Development Materials therefore remain subject to the NDA or Mediation Agreement. But the 

NDA and the Mediation Agreement are fundamentally different from a protective order. When 

documents are produced under a protective order, they may be used in discovery, as deposition 

exhibits, and parties may attempt to use them in court (subject, of course, to a challenge to 

admissibility). Furthermore, protective orders include a definition of confidentiality that a 

designating party must apply in good faith, and a procedure for challenging designations if a 

receiving party believes a produced document is not fairly designated as confidential. Under the 

NDA and Mediation Agreement, by contrast, all documents produced thereunder are prohibited 

from being used in connection with any legal proceeding, including in discovery or in connection 

with depositions. Moreover, all documents subject to the NDA and Mediation Agreement are 

per se confidential, and there is no procedure for a receiving party to contest a confidentiality 

designation. Respondents’ continued insistence that the Fiscal Plan Development Materials 

remain subject to the NDA and Mediation Agreement therefore has serious ramifications for 

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Movants’ ability to meaningfully participate in these Title III proceedings,4 and cannot be 

squared with the Court’s ruling that these materials are discoverable under Section 2004. 

ARGUMENT 

I. The Court Should Compel Production Of The Fiscal Plan Development Materials 

Pursuant to Rule 2004 And A Protective Order. 

All Fiscal Plan Development Materials should be produced or deemed produced pursuant 

to a protective order, such that Movants can use them in discovery and more generally in the 

Title III and adversary proceedings (subject, of course, to any objection to the admissibility of 

any particular document). There should be no dispute that these materials should be produced—

the Court has squarely held that they are discoverable under Section 2004—yet Respondents 

have failed to allow the production of any of those materials. According to Respondents, the 

Court’s statement that “Movants have not shown good cause for immediate use” of the Fiscal 

Plan Development Materials (Dkt. No. 2590 at 11 (emphasis added)) means that Respondents do 

not have to produce them at all. Instead, Respondents say, Respondents may unilaterally decide 

whether to produce these, and then only in response to a request by Movants that individual 

documents be produced or deemed produced. But Respondents’ position reflects a manifestly 

incorrect reading of the February 26 Order. The passage Respondents cite means only that the 

Court reserves for later whether particular Fiscal Plan Development Materials should remain 

confidential, and are admissible at trial. In other words, although Movants are permitted to 

attempt to use those materials in the court proceedings, Respondents reserve the ability to object 

on a document-by-document basis. Id. 

 

4

 Respondents suggest that Movants’ experts and clients may view the materials in the data room if they sign 

the NDA and Mediation Agreement. See Ex. F. However, there is little utility in permitting an expert hired for 

purposes of the Title III and adversary proceedings to review documents only on the condition that he or she not use 

or reference the documents in those very proceedings, or in discovery related thereto. And, as explained in the 

Argument section below, many of Movants’ clients are not in a position to review documents produced under the 

NDA or Mediation Agreement. 

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Respondents’ insistence that they have unchecked authority to determine whether to 

produce Fiscal Plan Development Materials pursuant to Rule 2004 means that, since the 

February 26 Order was issued, not a single Fiscal Plan Development Material has been produced 

or deemed produced. Despite Movants’ repeated requests for production of these materials, 

Respondents have steadfastly refused. As a result, multiple documents and categories of 

documents that were the subject of the parties’ briefing and the Court’s Orders still have not been

produced pursuant to Rule 2004, notwithstanding the Court’s repeated statements that these 

materials are discoverable. 

Take, for example, models underlying uncertified fiscal plans (the plans themselves are 

public). These Fiscal Plan Development Materials were expressly encompassed by the February 

26 Order (at 6-7), yet Respondents refuse to deem them produced pursuant to Section 2004. Ex. 

F at 3-4. So too with the DevTech model used to project GNP and inflation. Again, the 

discoverability of that model was teed up in the parties’ briefing on this issue (see Dkt. No. 2223 

at 3-4), yet Respondents still refuse to produce it. See Ex. F at 3 (refusing to produce Items 44 & 

45). Similarly, Movants’ briefing on this issue discussed materials underlying the Fiscal Plan’s 

projection for health care costs (Dkt. No. 2223 at 5, Dkt. No. 2301 at 2-3). Respondents won’t 

produce those either. See Ex. F at 3-4 (refusing to produce Item 34). Such unilateral action flies 

in the face of the Court’s December 15 Order that the 2004 examination shall proceed because 

“there is a need in this Title III proceeding . . . for formal and controlled discovery related to the 

Commonwealth of Puerto Rico’s financial condition.” Dkt. No. 2033 at 2. 

Indeed, if Respondents’ reading of the Orders were correct, it would render a nullity the 

Court’s holding that Movants “may attempt to use the Fiscal Plan Development Materials in the 

Title III or adversary proceedings.” Dkt. No. 2590 at 11. That is because, as explained above, 

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both the NDA and Mediation Agreement flatly prohibit any use of any document produced 

thereunder in any litigation. Therefore, if the Fiscal Plan Development Materials remain subject 

to those agreements, Movants cannot—as the Court held they could—even attempt to use those 

materials in the Title III or adversary proceedings. Only if the documents are produced pursuant 

to Rule 2004 and subject to a protective order—not the NDA or Mediation Agreement—can 

Movants use the documents as the Court authorized. 

Accordingly, the Court should compel Respondents to produce all of the Fiscal Plan 

Development Materials identified in Exhibit B, and any future Fiscal Plan Development 

Materials, pursuant to Rule 2004 and the February 26 Order, and subject to a protective order. 

II. The Court Should Enter Movants’ Proposed Protective Order. 

Movants request that the Court enter their proposed protective order, attached hereto as 

Exhibit A. The proposed protective order almost entirely tracks other protective orders to which 

Respondents have stipulated in the Title III or related adversary proceedings. The primary 

difference is that it requires Respondents, within five days of the entry of the order, to designate 

as Confidential any documents they wish to keep confidential. 

 Movants are mindful of the Court’s concern, expressed in the February 26 Order, that 

“deciding what material in the data room should be released from their confidentiality 

restrictions may involve a lot of necessary work since Movants may not be seeking to use much 

of the material.” Dkt. No. 2590 at 11. However, making such a decision is not, in fact, a lot of 

work. Exhibit B to this motion, which is the entire list of Fiscal Plan Development Materials 

already in the data room that Movants are seeking to have deemed produced, contains fewer than 

50 documents. It is not meaningfully burdensome to make confidentiality designations with 

respect to this number of documents. In point of fact, Respondents have made such 

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confidentiality designations with respect to far more documents in some pending adversary 

proceedings. For example, in the adversary proceeding concerning the COFINA dispute, 

Respondents made confidentiality designations with respect to more than 40,000 documents. 

Similarly, in the Bank of New York interpleader action, Respondents have made confidentiality 

designations with respect to more than a thousand documents. Moreover, making confidentiality 

designations would involve very little burden at all if Respondents would adopt and apply an 

appropriately circumscribed understanding of confidentiality in this context—one that recognizes 

the public’s right of access to information regarding governmental entities’ finances and that 

governmental entities do not face the sort of competitive concerns that would ordinarily justify 

confidential treatment in a corporate restructuring. Indeed, various Puerto Rico issuers 

previously agreed to provide information to certain bond insurers under the terms of the relevant 

bond documents, which do not provide for confidential treatment at all. For all of these reasons, 

Movants submit it is entirely appropriate to require Respondents to make such designations now. 

 Making confidentiality designations is not unnecessary simply because Movants might 

not have an immediate need to introduce the Fiscal Plan Development Materials in court. The 

NDA and Mediation Agreement provide that all documents produced thereunder are per se 

confidential. However, many of Movants’ principals are restricted such that they cannot be in 

possession of Material Non-Public Information. Because everything under the NDA and 

Mediation Agreement is confidential—i.e., non-public—Movants’ principals are limited in their 

ability to review information that might be deemed material. Only under a protective order 

pursuant to which Respondents must designate documents as confidential only if Respondents 

believe, in good faith, that such documents merit such treatment (and, pursuant to which 

Movants can challenge inappropriate confidentiality designations) can Movants’ counsel share 

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produced documents with all of their clients. To state the obvious, access to this information is 

necessary for Movants’ principals to participate intelligently in the litigation of the Title III and 

adversary proceedings. 

Movants have attempted to reach an agreed-upon protective order with Respondents, but 

Respondents’ last mark-up is just an attempt to codify their misguided view of the February 26 

Order. It provided that every document uploaded to the Data Room would be governed by the 

NDA or Mediation Agreement restrictions. In Respondents’ draft, Movants could request that 

individual documents be subject to the Protective Order rather than the NDA or Mediation 

Agreement, but Respondents were under no duty to agree. Moreover, Respondents’ draft 

provided that all documents produced pursuant to the protective order would be deemed 

Confidential Material, regardless of whether such documents met the definition of Confidential 

Material provided for in the protective order. For all of the reasons discussed above, these 

provisions are inappropriate. Respondents’ proposal should be rejected. 

PRIOR COMMUNICATIONS 

Before filing this motion, the parties made reasonable, good faith efforts to resolve the 

issues raised herein, but no agreement could be reached. Movants notified counsel for 

Respondents of their intention to seek relief from the Court and requested agreement regarding a 

briefing schedule. The parties jointly propose that any opposition brief must be filed on April 

23, 2018, and that any reply must be filed by April 30, 2018. Movants further request oral 

argument on this motion during the week of May 7, 2018, or any time thereafter at the Court’s 

earliest convenience. 

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CONCLUSION 

The Court should compel Respondents to comply with the February 26, 2018 Order by 

deeming produced all Fiscal Plan Development Materials in the data room, as identified in 

Exhibit B. The Court should further enter the proposed protective order attached as Exhibit A. 

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Dated: April 9, 2018 

 San Juan, Puerto Rico 

PAUL, WEISS, RIFKIND, WHARTON &

GARRISON, LLP 

By: /s/ Andrew N. Rosenberg 

Andrew N. Rosenberg** 

Kyle J. Kimpler** 

Karen R. Zeituni** 

1285 Avenue of the Americas 

New York, NY 10019 

Telephone: (212) 373-3000 

Email: arosenberg@paulweiss.com 

 kkimpler@paulweiss.com 

 kzeituni@paulweiss.com 

Respectfully submitted. 

JIMÉNEZ, GRAFFAM & LAUSELL

By: /s/ J. Ramón Rivera Morales 

J. Ramón Rivera Morales 

(USDC-PR No. 200701) 

Andrés F. Picó Ramírez 

 (USDC-PR No. 302114) 

PO Box 366104 

San Juan, PR 00936-6104 

Telephone: (787) 767-1030 

Email: rrivera@jgl.com 

apico@jgl.com 

ROBBINS, RUSSELL, ENGLERT, ORSECK,

UNTEREINER & SAUBER LLP 

 

By: /s/ Mark T. Stancil 

Lawrence S. Robbins** 

Mark T. Stancil** 

Gary A. Orseck** 

Kathryn S. Zecca** 

Ariel N. Lavinbuk** 

Donald Burke** 

1801 K Street, NW 

Washington, D.C. 20006 

Telephone: (202) 775-4500 

Email: lrobbins@robbinsrussell.com 

 mstancil@robbinsrussell.com

 gorseck@robbinsrussell.com 

 kzecca@robbinsrussell.com 

 alavinbuk@robbinsrussell.com 

 dburke@robbinsrussell.com 

** admitted pro hac vice 

 

Counsel to the Ad Hoc Group of General Obligation Bondholders 

 

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FERRAIUOLI LLC 

By: /s/ Roberto Cámara-Fuertes 

Roberto Cámara-Fuertes (USDC-PR No. 219002)

Sonia Colón (USDC-PR No. 213809) 

221 Ponce de León Avenue, 5th Floor 

San Juan, PR 00917 

Telephone: (787) 766-7000 

Facsimile: (787) 766-7001 

Email: rcamara@ferraiuoli.com 

 scolon@ferraiuoli.com 

MILBANK, TWEED, HADLEY & Mc

CLOY LLP 

By: /s/ Dennis F. Dunne 

Dennis F. Dunne 

Andrew M. Leblanc

Atara Miller 

Grant R. Mainland 

(admitted pro hac vice) 

28 Liberty Street 

New York, NY 10005 

Telephone: (212) 530-5770 

Facsimile: (212) 822-5770 

Email: ddunne@milbank.com 

 aleblanc@milbank.com 

 amiller@milbank.com 

 gmainland@milbank.com 

Attorneys for Ambac Assurance Corporation

 

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CASELLAS ALCOVER & BURGOS P.S.C.

By: /s/ Heriberto Burgos Pérez 

Heriberto Burgos Pérez 

USDC-PR 204809 

Ricardo F. Casellas-Sánchez 

USDC-PR 203114 

Diana Pérez-Seda 

USDC-PR 232014 

P.O. Box 364924 

San Juan, PR 00936-4924 

Telephone: (787) 756-1400 

Facsimile: (787) 756-1401 

Email: hburgos@cabprlaw.com 

 rcasellas@cabprlaw.com 

 dperez@cabprlaw.com 

Attorneys for Assured Guaranty Corp. 

and Assured Guaranty Municipal 

Corp. 

CADWALADER, WICKERSHAM & TAFT 

LLP 

By: /s/ Howard R. Hawkins 

Howard R. Hawkins, Jr. * 

Mark C. Ellenberg* 

Ellen Halstead* 

Thomas J. Curtin* 

Casey J. Servais* 

200 Liberty Street 

New York, NY 10281 

Telephone: (212) 504-6000 

Facsimile: (212) 406-6666 

Email: howard.hawkins@cwt.com 

 mark.ellenberg@cwt.com 

 ellen.halstead@cwt.com 

 thomas.curtin@cwt.com 

 casey.servais@cwt.com 

* Admitted pro hac vice 

Attorneys for Assured Guaranty Corp. and 

Assured Guaranty Municipal Corp. 

 

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TORO, COLÓN, MULLET, RIVERA& 

SIFRE, P.S.C. 

 s/ Manuel Fernandez-Bared 

MANUEL FERNÁNDEZ-BARED 

USDC-PR No. 204,204 

E-mail: mfb@tcmrslaw.com 

 s/ Linette Figueroa-Torres______ 

LINETTE FIGUEROA-TORRES 

USDC-PR No. 227,104 

E-mail: lft@tcmrslaw.com 

s/ Jane Patricia Van Kirk______ 

JANE PATRICIA VAN KIRK 

USDC-PR No. 220,510 

E-mail: jvankirk@tcmrslaw.com 

P.O. Box 195383 

San Juan, PR 00919-5383 

Tel.: (787) 751-8999 

Fax: (787) 763-7760 

Counsel to the Mutual Fund Group 

KRAMER LEVIN NAFTALIS & 

FRANKEL LLP 

 s/ Gregory A. Horowitz 

THOMAS MOERS MAYER* 

AMY CATON* 

GREGORY A. HOROWITZ* 

DOUGLAS BUCKLEY* 

1177 Avenue of the Americas 

New York, New York 10036 

Tel.: (212) 715-9100 

Fax: (212) 715-8000 

Email: tmayer@kramerlevin.com 

 acaton@kramerlevin.com 

ghorowitz@kramerlevin.com 

dbuckley@kramerlevin.com 

*(admitted pro hac vice) 

Counsel to the Mutual Fund Group

 

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 /s/ Eric Pérez-Ochoa (USDC-PR No. 206314) 

 Eric Pérez-Ochoa (USDC-PR No. 206314) 

 Luis Oliver-Fraticelli (USDC-PR No. 209204) 

 Alexandra Casellas-Cabrera (USDC-PR. No. 301010) 

 Lourdes Arroyo-Portela (USDC-PR No. 226501) 

 

 ADSUAR MUÑOZ GOYCO SEDA & PÉREZ- 

 OCHOA, PSC, P.S.C. 

 208 Ponce de León Avenue, Suite 1600 

 San Juan, Puerto Rico 00936 

 Telephone: (787) 756-9000 

 Facsimile: (787) 756-9010 

 Email: epo@amgprlaw.com 

 loliver@amgprlaw.com 

 acasellas@amgprlaw.com 

 larroyo@amgprlaw.com 

 

 – and – 

 Marcia Goldstein 

 Jonathan Polkes 

 Gregory Silbert 

 Kelly DiBlasi 

 Gabriel A. Morgan 

 WEIL, GOTSHAL & MANGES LLP 

 767 Fifth Avenue 

 New York, New York 10153 

 Counsel to National Public Finance Guarantee 

 Corporation 

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