UNITED STATES BANKRUPTCY COURT

DISTRICT OF PUERTO RICO

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

 )

 ) PROMESA Title III

The Financial Oversight and )

Management Board for )

Puerto Rico, ) (Jointly Administered)

 )

as representative of )

 )

The Commonwealth of )

Puerto Rico, et al., ) September 13, 2018

 )

Debtors. )

_____________________________________________________________

In Re: )

 )

 ) Docket No. 3:18-CV-1561(LTS)

Government Development ) 

Bank, et al., ) PROMESA Title VI

 )

 Movants. )

_____________________________________________________________

OMNIBUS HEARING

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

UNITED STATES DISTRICT COURT JUDGE

_____________________________________________________________

APPEARANCES:

For The Commonwealth 

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

For Official Committee

of Unsecured Creditors: Mr. Luc Despins, PHV

Mr. Juan Casillas Ayala, Esq.

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APPEARANCES, CONTINUED:

For Puerto Rico Fiscal 

Agency and Financial 

Advisory Authority and

the Government 

Development Bank: Mr. Peter Friedman, PHV

Ms. Suzzanne Uhland, PHV

For Ad Hoc Retiree

Committee: Mr. Robert Gordon, PHV

For COFINA Agent: Mr. Joseph Minias, PHV

For Financial Guaranty

Insurance Company: Mr. Martin Sosland, PHV

Ms. Maria Pico, PHV

For Siemens

Transportation

Partnership: Ms. Lady Cumpiano, Esq.

For COFINA Senior

Bondholders' Coalition: Mr. Susheel Kirpalani, PHV

Fee Examiner: Mr. Brady Williamson, PHV

Ms. Katherine Stadler, PHV

Proceedings recorded by stenography. Transcript produced by 

CAT.

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I N D E X

WITNESSES: PAGE

 None offered. 

 

 

EXHIBITS:

 None offered. 

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San Juan, Puerto Rico

September 13, 2018

At or about 9:36 AM

* * *

THE COURT: Again, buenos dias. Good morning and 

welcome to counsel, parties in interest, and members of the 

public and press here in San Juan, and those observing here 

and in New York and the telephonic participants. It is, as 

always, good to be back in Puerto Rico. 

I remind you, that consistent with 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 

proceedings. 

Thus, all electronic devices must be turned off 

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

refer to notes or documents 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 

found to have been texting, e-mailing or otherwise 

communicating with a device from the courtroom during the 

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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 again, a gracious, warm welcome and good morning 

to you all. And we will begin today's proceedings with a 

report from counsel for the Oversight Board. 

Mr. Bienenstock. 

MR. BIENENSTOCK: Thank you, Your Honor, and good 

morning. 

THE COURT: Good morning. 

MR. BIENENSTOCK: Martin Bienenstock of Proskauer 

Rose for the Oversight Board. 

Your Honor, if it's okay, I'm going to provide the 

status report somewhat in the reverse order of the issues 

listed because the components thereof will help me provide the 

general status, which is the first topic. 

So I'll start with COFINA. On August 29, 2018, the 

Oversight Board, AAFAF and COFINA entered into a Plan Support 

Agreement with creditors of COFINA, including the three 

monoline insurers and Bonistas del Patio with respect to terms 

for a COFINA plan of adjustment. 

Based on the creditors executing the PSA, the Plan 

Support Agreement, the plan has the support of the holders of 

all three classes of senior COFINA bond claims and the class 

of insured junior bonds. The compromise and settlement of the 

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Commonwealth-COFINA dispute reached in principle by the 

respective Oversight Board agents was the premise or starting 

point for the Plan Support Agreement and corresponding term 

sheet and the securities which were designed by the Oversight 

Board. 

The parties are in the process of documenting the 

understanding contained in the term sheet and the Plan Support 

Agreement in accordance with the terms of the Plan Support 

Agreement. Unless otherwise extended by the parties, a plan 

of adjustment, disclosure statement and settlement motion must 

be filed with this Court by no later than October 15, 2018. 

The Oversight Board continues to work with other 

parties not included in the Plan Support Agreement, including 

the Commonwealth agent, Bank of New York Mellon, and the 

holder of a claim relating to an outstanding derivative. The 

Oversight Board hopes, and the parties to the Plan Support 

Agreement hope, that confirmation of a plan of adjustment can 

occur as early as December 2018. 

And to be sure, Your Honor, much of the progress this 

represents is due to the obviously extremely constructive help 

and efforts of the judicial mediators. 

THE COURT: I'm very glad to hear this. 

MR. BIENENSTOCK: Next, Your Honor, with respect to 

the debt investigation, on August 28, the Oversight Board 

created a special investigations committee comprised of four 

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Board members to determine whether to bring any actions, which 

parties are best positioned to bring them, and the process for 

doing so based on the Kobre & Kim report and consultation with 

counsel. 

The Special Investigations Committee intends to 

initiate any actions within the two-year anniversary of the 

Title III petitions, which is largely in May 2019. The 

Special Investigations Committee will hold a public hearing in 

San Juan this coming Tuesday, September 18, 2018, which will 

also be live streamed online to provide more information. 

The Special Investigations Committee is endeavoring 

to determine the realistic magnitudes of the potential claims 

reported by Kobre & Kim, and who has standing to bring them 

and the best way forward. These are not simple questions, but 

all deliberate speed is being applied so that the benefits of 

the report can be realized as efficiently and quickly as 

possible. 

THE COURT: And as you know, there have been issues 

raised throughout these proceedings, and particularly 

recently, about the unusual statutory structure and 

composition of the Oversight Board and its range of 

responsibilities that cross various debtors. And so, are 

there procedures in place to ensure the appropriate evaluation 

of these issues from the perspective of each debtor? 

MR. BIENENSTOCK: Well, in several ways, yes, Your 

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Honor. And that's not to say that -- other steps may be taken 

as things get more specific, but to start with, the Special 

Investigations Committee, which is a subset of the Oversight 

Board members, does not consist of any persons who were 

formerly associated with the Government Development Bank or 

other government instrumentalities. 

In respect of whether these claims might impact or 

advantage one debtor at the expense of the other, that's 

something that would clearly be part of the analysis that the 

Special Investigations Committee is doing. 

And so Your Honor's concern will clearly be taken 

into account, but it's -- I can't say now where that comes up 

and how it would be dealt with, but we're very conscious of 

it, as the Court obviously is. 

One of the tricky issues embodied in the report is 

that based on the PROMESA statute, the Kobre & Kim mandate for 

its investigation was to find claims. And these claims are 

not only claims of debtors, but in some cases, claims of 

individual bondholders or -- now we know, to start, that a 

parade of different litigations by individual bondholders 

would be probably the least efficient and most expensive 

method of having these things resolved. 

Whether, to the extent claims are meritorious, they 

can be brought by an Oversight Board, or a debtor, or someone 

else, or it can only be brought by bondholders is one of the 

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primary issues that the Special Investigations Committee is 

going to be deliberating, because we have to know who has 

standing to bring them before we start. 

THE COURT: Would I be -- I'm sorry. I didn't mean 

to interrupt. 

MR. BIENENSTOCK: I'm finished, Your Honor. 

THE COURT: Would I be correct in assuming that you 

would be focusing only on claims that would bring value into 

one or more of the estates, as opposed to claims for which a 

bondholder would have standing that might be claims that would 

benefit directly a successful bondholder in their capacity as 

buyers, rather than benefiting the issuer, governmental 

entities and their respective estates in Title III? 

MR. BIENENSTOCK: Well, yes, and a bit more. From 

the viewpoint of the Special Investigations Committee, I think 

it's fair to say that they're clearly going to be mindful of 

which claims move the needle most in favor of adding value to 

the estates. And that's for both the benefit of the people of 

Puerto Rico and the creditors of different debtors. 

There is a second objective, which in some cases, if 

warranted, and we've made no judgments, for a deterrent 

effect, if someone did something wrong, we would want to do 

something about it to show going forward that it should not 

happen again. So that's separate than how much value would be 

brought in. Now -- 

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THE COURT: And could that include criminal referrals 

or requests to prosecutorial authorities, if it's deemed 

appropriate? 

MR. BIENENSTOCK: Sure. Sure. And clearly that's 

not something the Oversight Board can do other than refer it 

and make a request of the government. 

And then finally, from the -- again, going back to 

the statute, to the extent that the debtors or the Oversight 

Board cannot or should not bring certain actions, there still 

needs to be some light and identification of what actions 

individual or groups of bondholders may want to bring on their 

own behalf. 

THE COURT: And I believe that the last time we were 

at a hearing, perhaps at the last Omni, there was a 

representation that the Oversight Board had been privy to all 

of the information to which Kobre & Kim had access, even such 

information as is, you know, redacted or obscured or spoken 

about in a more indirect manner in the report. 

Am I correct in that? 

MR. BIENENSTOCK: Your Honor, I would have to check. 

I -- personally, I know I haven't seen it, but the Board might 

have access to it. 

THE COURT: Because there obviously have been 

concerns raised about the extent to which, the manner in which 

information was collected by Kobre & Kim. And the manner in 

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which Kobre & Kim speaks of the information gathered and its 

source is not necessarily useful by or transparent to someone 

who's only in the position of reading the report. 

MR. BIENENSTOCK: I think currently we're having 

discussions with those, such as the committees that want 

access to all the information. And I expect, you know, those 

things will be consensually resolved. 

THE COURT: I'm glad to hear that. 

MR. BIENENSTOCK: Because we do want to maximize 

sunshine.

THE COURT: I'm very glad to hear that. Thank you. 

MR. BIENENSTOCK: Thank you. 

Your Honor, moving on to PREPA, in respect to its 

cash position as of August 31, 2018, operating cash balances 

were approximately 299 million, inclusive of 174 million of 

current borrowings under the Commonwealth loan. The 

Commonwealth loan converted into a term loan at the end of 

June 2018, and any additional repayments in the future will 

permanently reduce the loan balance. 

PREPA's operational cash receipts currently service 

the majority of cash expenditures for operations. During the 

month of August, average weekly cash collections from 

customers were approximately 65 million. PREPA, therefore, 

should not require additional financing for operations in the 

near term. 

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In respect to PREPA operations, PREPA is moving 

forward with reviewing responses to several RFPs, requests for 

proposals, for generation for different parts of the island. 

PREPA continues to run the generation fleet as economically as 

possible, while keeping in mind the overarching goal of 

retaining grid resiliency. Actively pursuing different 

alternatives for generation resources or a conversion to 

cleaner burning fuels is part of the search process. 

Power has been restored to over 99.5 percent of 

customers on the island. Current average weekly generation 

delivered to the power grid is approximately 95 percent of 

2017 levels. Approximately 84 percent of 103 larger 

transmission lines are fully in service. 

In respect of hurricane preparedness, PREPA's 

emergency plan was approved during 2018 and has been updated 

with the most recently available information. The emergency 

plan is in concert with government policies and based on the 

same organization responses for all agencies. 

In addition, PREPA conducted preparedness exercises 

during the summer and implemented emergency procedures during 

Tropical Storm Beryl. Fortunately, Tropical Storm Beryl was 

largely a non-event from a damage perspective. However, it 

provided an excellent opportunity for PREPA to activate its 

response plan and debrief the activity. 

In respect to PREPA RSA status, PREPA, the Oversight 

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Board and AAFAF entered into a preliminary restructuring 

support agreement with an ad hoc group of uninsured 

bondholders in July 2018 which contemplated a more 

comprehensive restructuring support agreement by August 27. 

The August 27 date has been continued to September 

14, and we expect additional extensions while we work through 

various structural issues. To date, we have not reached an 

agreement with any of the monoline insurers, but discussions 

are ongoing to accomplish that. 

In respect to the transformation process, the process 

to transform the electric sector is proceeding on schedule in 

accordance with the fiscal plan. Following is a summary of 

recent and updated milestones. 

The market sounding process completed on schedule in 

mid June 2018. The process confirmed there was significant 

industry interest and provided constructive feedback on how to 

achieve a successful result. Amendments to the public-private 

partnership law facilitating the transformation were signed 

into law in June 2018. The IRP process is proceeding on 

schedule as well pursuant to the fiscal plan. 

The P3 Authority, that's the Public-Private 

Partnership Authority, and PREPA have begun the necessary 

tasks to move forward with the transformation. Most recently, 

the P3 Authority retained counsel to help prepare a request 

for qualifications to solicit qualifications for private 

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operators to enter into a concession arrangement with PREPA to 

run the transmission and distribution grid. 

Your Honor, in sum, between COFINA, PREPA, and the 

GDB Title VI, which I haven't mentioned, but as the Court 

knows, it will come up in the context of the stay motion, 

there's a proposed GDB Title VI plan that AAFAF is furthering 

and soliciting votes for. 

Between COFINA, PREPA, and the GDB Title VI, 

restructuring is in firm respect -- is in firm prospect of 

approximately 40 percent of the 74 billion of bond debt in 

total. This is progress based on mediation and litigation. 

Over 70 complaints and motions naming the Oversight 

Board as a defendant have been filed in this case to date. 

Twenty-nine requested injunctions against the Oversight Board 

in six cases against -- requested injunctions enjoining the 

Oversight Board from negotiating plans of adjustment or 

certifying fiscal plans. 

In all those cases, the Oversight Board filed 

approximately only three motions, putting aside routine fee 

procedure and lease assumption motions, but three substantive 

motions. The litigation, whether it commenced by creditors or 

the Oversight Board, has all contributed toward establishing 

the rules of the road. 

And we certainly don't criticize creditors who 

brought litigation. They have every right to zealously 

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protect their interests and they want to negotiate on a larger 

pie, which was the logical economical reason for, you know, 

asking to get involved and influence the fiscal plan process. 

All of this has contributed to the rules of the road, 

and to where we are today and being able not only to have the 

40 percent of the debt -- the bond debt in prospect of being 

restructured in the very near term, but we're also reaching 

for the balance of the debt, the largest chunk of which is the 

GO debt, approximately 18 billion dollars, plus five billion 

of guaranteed GO debt. 

Going back to the impetus for a lot of the 

litigation, which was to influence the fiscal plan, because 

creditors rationally wanted to negotiate for a larger pie, 

that has been the objective of the Oversight Board as well; 

and not only to help creditors, but for the people of Puerto 

Rico, they also want a larger pie. And they're deserving of 

it, and that was really the impetus behind the Oversight 

Board's urging the Governor and the legislature to adopt 

employment at will. That enlarges the pie greatly. 

And while it has not been accomplished, we are hoping 

that the legislature will come around and that it might be 

accomplished in the future, primarily for the benefit of the 

people of Puerto Rico, but what helps all the people also 

helps creditors. 

So I don't know what the Court was thinking coming up 

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to today, but the progress done both on the fiscal plan and 

budget, half of the Oversight Board roles and the debt 

restructuring has been largely under the radar, except when 

there were litigation issues that surfaced for the Court. 

Now, I hope and think that the Court and everyone 

else has a picture that with the help of creditors, the 

mediators, and the Oversight Board and AAFAF real progress has 

been made. And we're hoping to finish the job as quickly as 

possible. 

THE COURT: Well, Mr. Bienenstock, I appreciate this 

more comprehensive picture, and I was particularly concerned 

that as much information about the big picture be brought 

forward publicly in the context of this courtroom as possible 

for those who are following these proceedings. And so I thank 

you --

MR. BIENENSTOCK: Thank you. 

THE COURT: -- both for the progress and for the 

report. 

MR. BIENENSTOCK: Thank you, Your Honor. 

MR. DESPINS: Your Honor. 

THE COURT: Mr. Despins. 

MR. DESPINS: Good morning, Your Honor. Can we have 

a few minutes for what I would call the minority report on 

what was covered? 

And by the way, it will not be that long, but I think 

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that it's important for the Court and for parties at interest 

to understand the Committee's perspective on some of these 

issues. So let's start with the investigation subcommittee of 

the Board. 

THE COURT: Yes, you may speak for a few minutes. 

MR. DESPINS: I apologize. I should have waited. 

So the investigation committee of the Board, of 

course, is the -- are the same Board members that were in 

charge of the Kobre & Kim investigation. 

And I want to make sure the Court knows that there 

was interactive process where we would tell the Board 

representatives, the Committee would tell the Board 

representatives, look, we need to look at these issues. They 

are huge issues that are looming. And you know what? They 

are, because I've raised them many times in the case. 

And the response was, hey, we have an investigator. 

They will look at that and then we'll act appropriately. The 

problem we have is that the investigator just did not address 

a bunch of issues. So we were waiting for four, five, six 

months trying to be constructive, not to jump the gun and not 

to file objections or to start litigation in the hopes that we 

would get an answer. 

And so it's not that we're not happy with the answer. 

On some topics, there are no answers on big, big, big picture 

issues. So we are a little bit concerned about that. 

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You raised one issue, which is how does the Board 

deal with the inter-debtor, and I would expand that it's the 

part that I'm -- we were really concerned about, in a selfish 

way, is when there's a conflict between a debtor and a 

non-debtor. Perfect example, the GDB, because the Board is in 

charge of GDB and they're in charge of other debtors as well. 

As far as we know, there is no one really focusing on these 

issues, and I think GDB is a perfect example of that. 

So, Your Honor, what we're concerned about also is 

that, for example, the GDB restructuring was signed up and 

approved by the Board one year ago. This is when they knew 

they were going to do an investigation that could have said -- 

and that's not what they said, but could have said all these 

people should go to jail. 

Of course, the report didn't say that, but they could 

have said it in theory. But the Board approved the GDB 

restructuring which gave releases to all these folks a year 

before. 

So we're a bit concerned, when we hear that the Board 

is going to aggressively pursue this, that what their -- the 

first act they do before the report is to give releases. 

After the report --

THE COURT: Well, they set up a proposed transaction 

that would include certain releases. And Mr. Bienenstock has 

said generally that in all that they are doing, they are 

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considering not only whether -- and I'm paraphrasing here -- 

whether money would be left on the table improperly by virtue 

of any transaction, and also whether or not the financial 

impact would be significant to ensure that, you know, conduct 

that needs light shined on it has light shined on it, and that 

the authorities are encouraged to pursue anything that the 

authorities ought to be pursuing in light of what's gone on in 

the past. 

Is that a fair paraphrase, Mr. Bienenstock? 

MR. BIENENSTOCK: Yes, Your Honor. 

THE COURT: Thank you. 

MR. DESPINS: And that is -- that is exactly what he 

said. The problem is, though, that they agreed to these 

releases a year ago, meaning before they knew the results. 

THE COURT: They agreed to propose these releases in 

a transaction that needed disclosures, voting, and ultimately 

a court proceeding, which has not taken place yet. 

MR. DESPINS: Correct, but not voting by the party -- 

okay. So now there is a report. And the report says certain 

things. We -- as you know, you've seen our informative 

motion, we have various concerns with the report. But in some 

instances it says, hey, there are issues here. So you would 

think the Board would say, wait a minute. Hold the -- you 

know, let's pause, and if we're going to investigate claims, 

if we're going to pursue claims, we should look at that. But 

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no, we're going full steam ahead with this process. 

So the Committee, you know, that's a concern that the 

Committee has and that -- I wanted to make sure that that was 

expressed to the court. 

Now, on COFINA -- 

THE COURT: And you have filed an informative motion 

that details more specifically many of your concerns. 

MR. DESPINS: Correct, Your Honor. 

THE COURT: Yes. 

MR. DESPINS: Next, Your Honor, COFINA, very briefly. 

Because Judge Dein signed the Order -- I don't know if you saw 

the joint motion of the two agents to extend the abeyance 

period?

THE COURT: I did. 

MR. DESPINS: Okay. So I will not repeat everything 

that's in there, but you saw that there's -- 

THE COURT: Yes. 

MR. DESPINS: -- obviously a different perspective. 

THE COURT: Yes. 

MR. DESPINS: And the Committee, as Commonwealth 

agent, is really in a holding pattern right now. We 

understand the Board, they're not bound to do this, but 

probably will issue a new certified fiscal plan in the next 

ten days or so. 

We're hoping that they will resolve this issue for 

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us, but we don't know. And if they don't, obviously, 

unfortunately it's likely that the Committee -- you know, the 

Committee has not taken a final decision. But I want to make 

sure that the Court is aware that the Committee, and I think 

it applies to the Retirees Committee as well, would not 

support this and would also challenge the Board's ability to 

bypass the Committee in that process.

THE COURT: Yes. And that was previewed in the 

extension motion, and I gather contextually from other 

statements that that is a prospect. And I also gather from 

your remarks and Mr. Bienenstock's remarks that there are 

communications and there is work to try to bridge that issue, 

which may or may not be successful. 

Fair or no? Not fair? 

MR. DESPINS: Well, we talk all the time, so let's 

just be clear about this. Mr. Bienenstock and I talk all the 

time. But the issue of the fiscal plan, that's determined by 

the Board itself -- 

THE COURT: Yes. 

MR. DESPINS: -- and its financial people, so I don't 

think we've been involved in a back and forth into you should 

increase this or that. No, we have not. But the concept, the 

issues we're discussing, yes, I have had plenty of discussions 

with Mr. Bienenstock over these issues. 

THE COURT: And you were very clear at the last Omni, 

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I think, about your issue with respect to projections and the 

size of the pie in relation to the premise of the original 

Commonwealth-COFINA agreement in principle. 

MR. DESPINS: Yes. And there's a data point I want 

to give the Court in closing, which I've never used before, 

but, you know, the split in COFINA, that's what -- we refer to 

it as the PSTBA box. It's a set amount over the next 40 years 

of SUT. And that's being split 56 -- I'm sorry, 53, 46. 

Forty-six and change for the Commonwealth, and the balance to 

the COFINA folks. 

The dollar amounts, we're talking nominal dollars. 

We have to be careful because nominal dollars can be 

misleading, but the problem is if we use present value 

dollars, we get into a fight as to what the discount rate is. 

But just nominal dollars, that interest in that box of the 

Commonwealth is less than the amount of the deficit that would 

apply under the current fiscal plan after COFINA has been 

paid. 

So just to grasp this, all of the money that the 

Commonwealth would be getting under that structure is less 

than the amount of the deficit that is currently projected. 

We -- I want to be clear, we would love to have a 

deal, Your Honor. But that's such a -- this is not an 

adjustment of a few percentage points. We're talking about 

the entire consideration being gone. 

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THE COURT: Yes. 

MR. DESPINS: So I wanted to make sure that data 

point was there. 

Thank you, Your Honor. 

THE COURT: Thank you. Yes, sir. 

MR. GORDON: Thank you, Your Honor. Good morning. 

Robert Gordon of Jenner & Block on behalf of the Official 

Retirees' Committee. 

THE COURT: Good morning, Mr. Gordon. 

MR. GORDON: Thank you, Your Honor. 

I just want to address briefly the comments regarding 

the status of the COFINA plan of adjustment, if I may, and 

some concerns that are somewhat similar to what has been 

expressed on behalf of the Commonwealth agent. 

Your Honor, when we, the Retirees' Committee, were 

involved in the negotiations in the spring with the COFINA 

agent and Commonwealth agent, which negotiations led to the 

term sheet that was announced on June 5, I certainly expressed 

along the way concerns about proceeding with a COFINA plan of 

adjustment that was not linked in some way to a concurrent 

plan of adjustment for the Commonwealth. 

It is one thing to focus on a subset of the 

Commonwealth debt and a subset of these cases to fix items and 

to reduce the moving parts and open issues in the case. It is 

quite another thing to then proceed piecemeal toward plans of 

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adjustment. 

The term sheet that was announced on June 5 was based 

upon a May 30 certified fiscal plan and the projections 

thereunder as to cash flow and surpluses. As the Court knows, 

in late June, the Oversight Board then certified a new fiscal 

plan that dramatically reduced projections of cash flow and 

made the COFINA term sheet now appear unaffordable relative to 

the May 30 fiscal plan. 

The fact is that the fiscal plan keeps getting 

revised and in very substantial ways. Right now, it is simply 

a moving target. The concern, Your Honor, that we have is 

that the Oversight Board could, and I'm not ascribing any 

nefarious intent at all here, but the Oversight Board could 

certify a fiscal plan this fall, leading up to a plan of 

adjustment confirmation hearing for COFINA that appears to 

leave adequate resources at the Commonwealth, to then propose 

a Commonwealth plan, not withstanding the COFINA plan, that 

provides for the payment of essential services, and the 

payment of pensions, and the reinvestment in the Commonwealth 

and so forth. But then, after the COFINA plan has been 

confirmed, but before a Commonwealth plan has been confirmed, 

due to new events or new analysis, the Commonwealth fiscal 

plan is again revised downward, just like it was in June. 

And then the Court would be facing a situation in 

which the COFINA bondholders would be saying that their 

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claims -- that their rights have already been set in stone 

under a confirmed plan, and that if there are inadequate 

assets at that point, that the Commonwealth creditors and 

pensioners, and indeed the Commonwealth itself, must suffer 

the consequences and alone bear the brunt. 

Put simply, it is hard to understand how a COFINA 

plan, which can and will have such a significant impact on the 

Commonwealth, and any plan of adjustment to be proposed for 

the Commonwealth, can be considered and confirmed in a vacuum 

in advance of a Commonwealth plan. 

That doesn't mean I can't be convinced otherwise, but 

I feel compelled to raise this concern today, Your Honor, and 

reserve all rights on behalf of the Retirees' Committee. 

I would also take this opportunity, in the interest 

of efficiency, to just reference that there is obviously going 

to be considered today moving forward with the GDB 

restructuring RSA. And of course the Retirees' Committee has 

not weighed in on that restructuring for various reasons, but 

the concerns about a piecemeal process apply there as well and 

leave us a bit quizzical. 

It is fairly clear that the GDB restructuring is not 

an urgent matter. And so the timing seems a bit odd to me. 

It seems that there is a desire to report progress to this 

Court, regardless of whether the sequencing of events makes 

any sense. 

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And I would simply suggest, Your Honor, as the Court 

knows, there are releases under the proposed restructuring for 

GDB of various individuals. Again, we have not weighed in on 

any of that, but I would suggest to Your Honor that at a time 

when 167,000 retirees of the Commonwealth do not know their 

fate under an as yet to be proposed Commonwealth plan, it's a 

bit tone-deaf and unseemly to be pushing forward and devoting 

resources to pushing forward another deal that benefits 

certain individuals while the retirees don't know their fate. 

Thank you, Your Honor. 

THE COURT: Thank you, Mr. Gordon. 

Mr. Bienenstock, these are some weighty issues. 

Would you care to speak further? 

MR. BIENENSTOCK: Yes. Thank you, Your Honor. 

Martin Bienenstock from Proskauer Rose for the Oversight 

Board. 

Just very briefly, the Oversight Board does expect to 

certify revised fiscal plans for the Commonwealth, COFINA, UPR 

by the end of this month, and the process for revising fiscal 

plans for other instrumentalities such as PREPA and HTA will 

begin in October. 

On August 21, the Governor has already submitted 

draft fiscal plans to which the Oversight Board sent notices 

of violation, and on September 7, the Governor submitted 

revised draft fiscal plans. 

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So that process is ongoing and will continue, because 

that's -- the Oversight Board has said from the outset that it 

will change fiscal plans to take into account new information 

and to fix mistakes, and that will always continue. 

I just want to respond very briefly to Mr. Gordon's 

comments. First, in respect of the COFINA-Commonwealth deal, 

the Court will, of course, be able to consider all the pros 

and cons and arguments when the confirmation hearing is held. 

And -- 

THE COURT: And there will be a companion 9019 in the 

Commonwealth case; is that correct? 

MR. BIENENSTOCK: I'm not certain that's part of the 

program, but perhaps it could be. 

THE COURT: I'm sorry. Perhaps I misunderstood. I 

thought it was. 

MR. BIENENSTOCK: It could be, Your Honor. I don't 

want to say for sure. But I think even before that, I think 

probably if history in other large re-org cases is a guide, at 

the disclosure hearing, the Court will get a dose of the 

arguments pro and con. 

But suffice it to say for now that the notion of how 

much money will be projected, available to COFINA and to the 

Commonwealth, which is a moving target and will hopefully 

improve, but we can't in any way promise or assure that, is 

only part of the equation. 

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The Court has in front of it dueling summary judgment 

motions of the two agents. And if the Court decides that, one 

of the litigants could be a hundred percent happy and the 

other could be zero percent. And part of this deal is to 

eliminate the hundred-zero outcome, which would be a disaster 

for one of the litigants. 

So I don't want to get more into the pros and cons. 

The Court will get a lot of that. But it provides, you know, 

some rationale for why the creditors are participating in the 

mediation and the Plan Support Agreement, and the Board and 

AAFAF are moving forward with that deal. 

As far as the GDB restructuring, which the Court is 

probably about to hear a lot more about in the context of the 

Committee's Stay Motion, for the Retirees' Committee to say 

that the GDB Title VI is being teed up because of a desire to 

show progress to the Court is a highly irresponsible 

statement. 

To provide the Court some of the facts, the GDB 

restructuring was probably the longest in formation before any 

of the Title III cases even started. The GDB bondholders were 

in our offices at the outset of our retention to report on the 

deals they had already cut with the government. 

The GDB case involves, on a percentage basis, 

probably more local bondholders, the Bonistas del Patios, than 

some of the other cases. And the consummation of a 

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restructuring there, which would provide certainty not only to 

the bondholders on island, but also a lot of the lending 

institutions on island also invested in the GDB debt is 

critical to the Puerto Rico economy. 

Now, that's not to say that other debtors don't have 

affairs that are not critical. They obviously are. But to 

paint GDB as a liquidating entity having no effect on 

anything, that's being rushed to confirmation, is a completely 

false picture. 

It's a lot of money held by locals and involved in 

the local financial economy, and it could bring down various 

local banks and other institutions. So in the Board's view, 

it's at least as critical as any other entity, not 

withstanding that operationally the Treasury functions that it 

used to serve are now served by AAFAF. 

And finally, the fiscal plan, which is being 

referenced here in the negative because of its lesser debt 

sustainability due to the absence of employment at will, et 

cetera, nevertheless still provides the retirees 90 percent on 

average of their entitlement. 

And there's something very wrong, Your Honor, with a 

statutory representative of the retirees being offered 90 

percent, despite the hardship that we have to wrestle with, 

and being angry and being -- and telling everybody else, we go 

first. We need ours in a higher percentage than anyone else 

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is going to get before you should deal with things like GDB, 

which as I said, are critical to the island. 

And hopefully we will have more discussions with them 

and their priorities will get straight; but that was a very 

unfair shot at AAFAF and the Oversight Board, and I have to 

respond to it. 

Thank you, Your Honor. 

THE COURT: Thank you, Mr. Bienenstock. 

Mr. Friedman. 

MR. FRIEDMAN: Peter Friedman from O'Melveny & Myers 

on behalf of AAFAF and GDB. 

I echo Mr. Bienenstock's remarks, but want to add one 

very specific issue, which is that retirees live in 

municipalities, and one of the major purposes of the GDB 

restructuring is to help out Puerto Rico's municipalities. 

So the idea that helping municipalities ought to wait 

does not make sense, is not appropriate, and is a critical 

component of the GDB restructuring deal, the Title VI, and the 

GDB Restructuring Act. It is just not proper to say that 

relief to municipalities should wait to some long-dated, 

distant, far out date. It should happen, and it should happen 

now. 

Thank you, Your Honor. 

THE COURT: Thank you, Mr. Friedman. 

Thank you all for those comments and that 

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interaction. And I look forward to seeing appropriate actions 

going forward, and I hope, I'll say, resolutions in the sense 

of people coming closer together, rowing together toward the 

goal of an appropriate platform for Puerto Rico to go forward 

in the context of these proceedings. 

All right. So now, just one moment. I'm sorry. I 

understand that there are individuals who wish to speak from 

New York on these issues. 

Mr. Kirpalani. We're going to switch the camera in a 

minute. And Mr. Minias. 

So first, we'll have Mr. Kirpalani -- I'm sorry. Is 

that Mr. Curtin? 

MR. MINIAS: Your Honor, I'll be very brief. 

Joe Minias from Willkie Farr & Gallagher on behalf of the 

COFINA agent. 

We obviously disagree with what Mr. Gordon and 

Mr. Despins said, so we want to make sure the record is clear 

that we are reserving all rights. 

Also, so the record is clear, the agreement of 

principle reached by the agent, there was no direct tie 

between a COFINA plan and a Commonwealth plan. That was a 

heavily-negotiated point. I won't go into that further -- 

THE COURT: I need you to speak a little slower and 

more directly into the microphone, please. 

MR. MINIAS: Sure. 

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THE COURT: Thank you. 

MR. MINIAS: Your Honor, just so the record is clear, 

there was no direct linkage or time in the agreement in 

principle between the Commonwealth plan and the COFINA plan. 

That was a heavily-negotiated point. So I want to make sure 

the record is clear. 

And we reserve all rights with respect to the 

statements made by Mr. Gordon and Mr. Despins. We believe 

that the Plan Support Agreement reached in August was a 

watershed moment for these cases, and we should begin to 

proceed forward. 

THE COURT: Thank you, Mr. Minias. 

Mr. Kirpalani.

MR. KIRPALANI: Good morning, Your Honor. I'll also 

be brief, and had not planned to say anything, but I told your 

clerk here in New York that I might be compelled to do so, 

depending on what the Commonwealth agent and others might say. 

Suffice it to say that the Commonwealth agent's issue 

that it's been raising in these informative motions and in ad 

hoc statements during Omnibus hearings is something that we've 

thought very hard about responding to formally, and I think 

what we would prefer is to reserve only these issues certainly 

until they're properly joined before the Court. But I would 

point out that the agreement in principle had three conditions 

to it, none of them related to what would ultimately happen to 

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the Commonwealth's fiscal plan. 

The issue that's being raised now is really a Monday 

morning issue, and it's not even something that the 

Commonwealth agent ever had scope to interfere with. The 

development of a fiscal plan for the Commonwealth is 

exclusively within the purview of the Oversight Board, not the 

Commonwealth agent. 

And the last thing I'll say, Judge, is that at the 

end of the day, the Commonwealth agent and the Retirees' 

Committee's role as a consulting party to the Commonwealth 

agent are creatures of a stipulation. That stipulation was 

hard negotiated and signed by a multitude of parties. And one 

individual signatory's interpretation of that protocol 

stipulation is not binding on everyone. 

Also, at the end of the day, the Commonwealth agent, 

and Your Honor will remember this, pursuant to the 

stipulation, is a creature of derivative standing. And 

derivative standing in bankruptcy folklore at the circuit 

level has its limitations. 

And we firmly agree with the Oversight Board's 

position that they should be marching forward for a plan of 

adjustment for COFINA. They have the statutory authority to 

do it and they have the votes. And that's on behalf of the 

COFINA Senior Bondholders Coalition, Your Honor. 

THE COURT: Thank you, Mr. Kirpalani. 

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I see no further speakers in New York, and so we will 

now turn to the report from AAFAF.

MS. UHLAND: Good morning, Your Honor. 

THE COURT: Good morning, Ms. Uhland. 

MS. UHLAND: Suzzanne Uhland of O'Melveny & Myers on 

behalf of AAFAF and GDB. Just briefly, not to weigh into the 

last conversations, but I did want to note that the Board is 

not in charge of GDB, the Oversight Board. They certainly 

will have a role in connection with the Title VI, but GDB is 

not in Title III at this point, nor do we intend it to be in 

Title III. 

We have issued a press release this morning, so what 

I'm going to tell you is public and very positive news. We, 

based on preliminary -- the preliminary information available 

to AAFAF and GDB, we do have the requisite votes for 

certification or for qualification of the Title VI. 

We have, based on this information, 70 percent of 

outstanding participating bond claims have voted and over 95 

percent of those have accepted. I would note that the Title 

VI standards require both an outstanding amount of bonds to 

vote, and then two-thirds amount of those voting. So it's 

different than Chapter Nine or Chapter 11. 

And based on, you know, my experience in Chapter 11, 

a 70 percent of outstanding participation is an impressive 

participation level in this type of voting. 

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I would also note that these voting results need to 

be verified, and then the voting results need to be certified 

by the Oversight Board as part of this process and that has 

not yet been done. 

The accepting votes also included, based on our -- 

the information we have, the vote from BNY Mellon as Trustee 

for the Puerto Rico Infrastructure Financing Authority Bonds. 

Those bonds had been supported by an LC from GDB, and earlier 

this week, they had sought direction from those bondholders. 

So we can report that that was received and that vote 

was cast in favor of the Title VI. I'd also like to report 

that five out of the six municipalities that hold 

participating bond claims also voted in favor. 

And finally, with respect to part of the municipal 

relief that is part of the overall GDB restructuring, 

municipalities that have certain funds in Excess CAE funds 

were given the opportunity after the enactment of the 

legislation to agree to obtain up-front cash of 55 cents on 

the dollar on those particular deposit accounts, if they enter 

into an agreement with GDB, and 26 percent -- or 26 of the 30 

eligible municipalities have already entered into those Excess 

CAE agreements. 

And this is, again, part of the overall municipal 

package, municipal relief package that's incorporated and that 

Mr. Friedman will discuss more when he comes up to discuss, 

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you know, the GDB Restructuring Act as part of this 

proceeding. 

So Your Honor, you know, good news, and we are -- the 

deadline for voting was last night at 5:00. And so we believe 

we are -- we will be able to proceed, at least from the voting 

qualification requirements. 

THE COURT: That is definitely a good news report on 

the returns on the voting.

MS. UHLAND: Yes. Thank you, Your Honor. 

THE COURT: I thank you for that. 

Now, I have some questions and concerns about the 

form of Proposed Order that was filed on Monday. Are you the 

person for me to take those up with? 

MS. UHLAND: Yes. Yes, I am. 

THE COURT: All right. Did you want to make a 

further report before I turned to that? 

MS. UHLAND: Yes, I did. We have been in 

discussions. We've been -- certain creditor groups ahead of 

the objection deadline have been reaching out to us with -- 

and we've been in discussions with them about ways to resolve 

their potential objections through additional clarifications 

to the Order. So we have been in communication with them. 

I have not heard back from the Department of Justice 

since filing this, but we included language verbatim that we 

had received from them in the Order. So that is part of the 

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process of the Order development. 

THE COURT: Thank you. The Order -- my overall 

concern with the Order is that it's very general in language 

and content and rather conceptual, even though it's proposed 

to serve also as findings and conclusions. 

And so to start out with a core concern, the form of 

Proposed Order is appearing to ask the Court to generally 

approve what's referred to as the qualifying modification, but 

that isn't detailed within the Order, nor that I can find by 

tracing back through cross references and footnotes as to 

precisely what the Court's being asked to approve. 

And that's particularly problematic from my 

perspective, because the government parties are taking the 

position that Court approval is neither required nor sought 

for certain elements of the restructuring of GDB, its assets 

and obligations. 

And so one way to approach this, and my feeling is 

that this should be the way, is that there should be a single 

document that specifies the measures, the transactions, and 

the documentation for which Court approval is being solicited. 

And from my point of view, that would be the Proposed 

Order spelling out precisely the elements of the restructuring 

transaction that the Court's being asked to approve, the legal 

determinations that are being sought, and the key factual 

basis for those legal determinations so that we have a clear 

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record, and the parties and the public understand the scope 

and the implications of the Court's Order. 

The September 10th Proposed Order, as I said, speaks 

in broad terms. It refers to such concepts as judicial notice 

of arguments and filings. 

And the proposed findings and conclusions of law 

don't provide a template that, in my view at this point, is 

sufficiently indicative of the issues that the parties intend 

to put before the Court, the standards that the parties will 

argue apply, or the way in which the parties intend to 

demonstrate that the standards have been met. 

And at the risk of going on, I just want to put some, 

you know, very specific issues out there. 

MS. UHLAND: Okay. 

THE COURT: So what is it exactly I'm being asked to 

approve? What is the qualifying modification as opposed to 

aspects of the restructuring that I'm not being asked to 

approve, should we end up with a form of order that's more 

like a confirmation order, that specifically enumerates the 

elements of the transaction that I'm being asked to approve? 

And then, as to the releases issues that have been 

raised in various ways around here, I would like to know what 

AAFAF's understanding is of the scope of the term "agents and 

other representatives" in Article 70 -- 702 of the 

Restructuring Act; and whether that includes banks and 

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underwriters; and whether there's any daylight between AAFAF's 

understanding and GDB's understanding on that. 

And then finally, in this list, whether the Court's 

being asked to approve any releases of claims by the 

Commonwealth or any Title III debtor, and where are those 

proposed releases. 

MS. UHLAND: Okay. Thank you, Your Honor. We will 

revise. 

We had -- you know, given the -- what is Title VI, 

all of ten pages? You know, we were trying to strike a 

balance. Would it be presumptuous to have something that 

looked more like a Chapter 11 Confirmation Order given the -- 

you know, we're all forging a new process here. 

THE COURT: Yes.

MS. UHLAND: So we will take these into -- obviously 

with this guidance, be able to reformulate the Order. Also -- 

THE COURT: I realize we're all walking in uncharted 

territory -- 

MS. UHLAND: Yes. Yes. 

THE COURT: -- but I need to know what I'm 

approving. 

MS. UHLAND: We understand. 

THE COURT: And if there's going to be litigation 

about it, everybody needs to know what I'm being asked to 

approve. 

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MS. UHLAND: Yes, Your Honor. 

And we will then resubmit a Revised Proposed Order, 

you know, so that the Court has adequate time to review. What 

would be the timing, would the Court be looking for, for that? 

THE COURT: Absolutely as soon as possible, since the 

filing of the Proposed Order was intended to give everybody, 

including potential objectors and the Court, an idea of what 

the target is, if you will.

MS. UHLAND: Okay. 

THE COURT: So can you do it within the week? 

MS. UHLAND: Yes. 

THE COURT: I prefer Monday, but if you want to go 

out to next Wednesday or Thursday, I can live with that.

MS. UHLAND: Yes, Your Honor. We can deal with 

that. 

THE COURT: All right. So today is the 13th. So 

let's say next Thursday, the 20th. 

MS. UHLAND: Yes. All right. 

THE COURT: Thank you. 

I had a couple of questions related to this for the 

Oversight Board's counsel as well, you know, given the issues 

that have been raised in the Title III, and then before we 

leave this reporting, I wanted to discuss the proposed -- the 

scheduling proposals that came in yesterday. 

MS. UHLAND: That's right. 

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THE COURT: And in aid of that, I have questions 

principally for AAFAF's counsel. So -- but if you don't mind, 

I'd like to go -- after you've completed, Ms. Uhland, any 

further remarks you'd like to make, I'd like to go to 

Mr. Bienenstock and then to Mr. Friedman. 

MS. UHLAND: Yes. Yes, I'm done, Your Honor. Thank 

you. 

THE COURT: Thank you. 

MR. BIENENSTOCK: Yes, Your Honor. 

THE COURT: And so Mr. Bienenstock, can you clarify 

for me the role of the Oversight Board as representative of 

the Title III debtors in the GDB restructuring transaction? 

MR. BIENENSTOCK: Sure. The Oversight Board ended 

up certifying the steps to date in the qualifying modification 

and supports the trade-offs that were made. So there was a -- 

I assume what Your Honor is referring to is that the 

municipality and instrumentalities claims were dealt with 

differently than the bondholder claims. 

THE COURT: Yes, and the Commonwealth claim itself, 

and the Commonwealth deposits, as well as the 

instrumentalities. 

MR. BIENENSTOCK: First, and again, this gets into 

our pleading that will go to the next matter, we viewed the 

Commonwealth, PREPA and HTA really as having liability to GDB 

as opposed to being entitled to something based on their 

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demand and deposit claims. 

In HTA's case, their loan liability to GDB dwarfed 

the demand deposit. In the Commonwealth's case, like by a 

smaller degree it was dwarfed, but it was nevertheless 

dwarfed. And in PREPA's case, it had a huge preference 

liability under Puerto Rico law that was much larger than the 

demand deposit. 

So it was really a matter of dealing with their 

liabilities. And in the -- in the actual deal, although this 

is not on -- this is not among the headlines, AAFAF was very 

careful in its negotiation of that deal to control how things 

can be enforced against the instrumentalities and 

municipalities. 

And Mr. Friedman may get into this more later, but 

suffice it to say they took steps to make sure that these 

municipalities and instrumentalities could not be brought down 

by the enforcement of GDB's net claims against them. 

So overall, the Board thought this was a good deal. 

It accomplished the objectives necessary for an ongoing 

Commonwealth, the survival of all of the components, and it 

was fair to the bondholders as well. 

THE COURT: And the Oversight Board has the ability, 

under I guess it's Title II of PROMESA, to review legislation 

and determine whether the Board considers the legislation 

consistent with PROMESA. 

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Has the Board made a determination that the 2017 GDB 

Restructuring Act, in all of its elements, is consistent with 

PROMESA? 

MR. BIENENSTOCK: Okay. We haven't -- the Board 

hasn't issued any formal declaration, but some things are 

plain. Number one, the Commonwealth and AAFAF formulated the 

legislation to implement the deal that had been done in 

principle that we approved. 

Second, in respect of the releases, which I know are 

a topic of -- well, they were a topic earlier from Mr. Despins 

and may come up again, there's going to be some clarification 

as to what those releases really are at Tuesday's public 

meeting that goes into the investigative report. 

Suffice it to say for now that, number one, there is 

indemnification of officers and directors, and they -- they 

would not be released in the past for anything, not in good 

faith. 

Number two, there was a concern on the part of the 

UCC at least, and perhaps others, that the phrase in the 

legislation about releasing agents and representatives would 

extend to financial institutions and other institutions in 

addition to people. That will be clarified on Tuesday, and I 

think it will be clarified in a way that others will have more 

comfort that claims are not being prematurely released. 

THE COURT: Thank you. That gets to one of the 

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concerns that I'd wanted to raise with you. And so I hear you 

that the Board intends, and AAFAF intends to deal with that in 

the public meeting on the 18th of September? 

MR. BIENENSTOCK: Yes, Your Honor. 

THE COURT: And that covers the questions that I had 

for you at this point. 

MR. BIENENSTOCK: Thank you. 

THE COURT: Thank you, Mr. Bienenstock. 

I am ready to turn to the litigation schedule counter 

proposals. 

So Mr. Friedman, could you approach? 

MR. FRIEDMAN: I'm sorry. Your Honor, did you 

indicate you had questions for me specifically with respect to 

that? 

THE COURT: Well, I had -- I have questions for 

whoever is willing to talk to me about the prejudice argument 

being made by GDB in response to Mr. Despins' proposal that we 

have a limited early Rule 12 motion practice in conjunction 

with the derivative standing motion that's scheduled to be 

heard and the standing objection that are scheduled to be 

heard on October 3rd. So if you're that person -- 

Mr. FRIEDMAN: I think there's a couple of issues, 

Your Honor. Peter Friedman from O'Melveny & Myers. One is a 

timing issue. I think it's -- you know, it's certainly 

jamming us. Second, I think it -- effectively, I think it's, 

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to some extent, wasteful. 

We'll know what the -- under our proposal, we'll know 

what the Court says about standing, hopefully after the 

October 3rd hearing. And then we can decide whether we need 

to invest resources and, you know, an additional set of 

briefing or not. 

I mean, it may well be the Court says to the 

Committee yes, you have derivative standing, and we don't know 

what will happen to the Complaint at that point. Maybe it 

becomes unnecessary, or maybe the Court issues rulings that 

make it abundantly clear that there is going to be no standing 

in the other case. 

I think the other point, Your Honor, is as I read 

their complaints, I haven't fully formulated my responses, but 

I think that there are potentially standing issues that go 

beyond those that have already been articulated. At least two 

of the accounts, to me, implicate completely separate standing 

issues. 

And I have not had a fulsome opportunity to work 

those out yet, but I think they're there. And I don't want to 

be prejudiced to, you know, either prematurely put those in 

play or else have to waive them. 

So those are my concerns. There are standing issues 

that are distinct from Title III issues, from the issues that 

we've briefed already and we'll be briefing next week that 

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relate to specific counts, where I think they just can't 

establish standing even if they could on other ones, because 

of flaws in relation to their reading of PROMESA or Chapter 

Nine. 

THE COURT: Well, my concern is two rounds of 

standing issues, you know, particularly if it's two rounds 

that are variations on the Title III related standing issues. 

And so my preference would be for, you know, at least the 

cross-cutting standing issues that are in prospect now and 

have started to be rehearsed, and will certainly be rehearsed 

in the papers, to be rolled into that October 3rd event. 

And as you know, subject matter jurisdiction is never 

waived, and so that wouldn't preclude, to the extent the 

adversary proceeding survives this, something with conceptual 

potential, that wouldn't preclude rolling further subject 

matter jurisdiction related issues into a 12(c) or summary 

judgment phase. 

And my inclination is to have a summary judgment 

motion phase that follows the merits hearing that isn't 

layered on top of the merits hearing. So that November 12th 

time frame, which for me would turn into a November 13th time 

frame because of the federal court schedule, is acceptable. 

But I don't want to have a situation where nothing has been 

dealt with on the threshold standing front at the October 3rd 

date. 

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And then in thinking about the prejudice concern, I 

also, you know, looked at the Rule 12 waiver issues, and it 

seemed to me that the only things that would truly be waived 

by not raising them in an initial Rule 12 motion would be 

personal jurisdiction, venue, and process and service of 

process. And it didn't seem to me that there'd be any serious 

concerns in those regards. 

MR. FRIEDMAN: We've accepted service, and we 

certainly don't contest venue, et cetera. So Your Honor, I 

understand your ruling. We will modify the schedule 

accordingly. 

THE COURT: All right. I have some specific language 

suggestions, but there is one other thing. On the -- with 

respect to that second phase, your narrative description of 

your proposal, as I read it, it indicated that you'd be 

undertaking not to close an approved Title VI transaction, if 

I were to approve the transaction, until after a hearing on 

the summary judgment motion, as opposed to say after a 

determination on the summary judgment motions. 

And, you know, frankly, I'm just a little puzzled as 

to how I could approve the Title VI with open issues about the 

legality, constitutionality of that Title VI transaction, 

without that being an advisory opinion. And so I would just 

like a little bit more insight into why the statement was 

crafted that way, and whether you have a scenario in mind in 

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which I could approve a Title VI without addressing the merits 

of claims in the adversary, if I have decided that there is 

standing to pursue that adversary. 

MR. FRIEDMAN: You know, Your Honor, our thinking was 

given the very limited nature of what we intend to seek in 

Title VI, which we'd spell out if the Court were to conclude, 

for example, because there were no actual objections to the 

Title VI, because nobody had standing in the Title VI to 

pursue an actual objection. That if the Court were 

comfortable in the absence of any actual Title VI objections, 

that it were to approve on November 5th or 6th, whatever the 

date is --

THE COURT: The 6th, I think. 

MR. FRIEDMAN: That there being no objections, it 

could grant approval, we would go ahead. If the Court 

obviously has held in abeyance its decision on approving the 

Title VI until it addresses any adversary proceeding issues, 

obviously we wouldn't be able to go ahead. 

Our point was only if the Court were to have approved 

the Title VI already, we would not otherwise want to be 

impeded, if the Court could see a way to do that. That's why 

it was framed that way. 

If the Court has obviously not approved the Title VI, 

we can't close the Title VI. 

THE COURT: Thank you. That was another possibility 

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in my mind, but I wanted to make sure that I understood you. 

MR. FRIEDMAN: Okay. 

THE COURT: And so I worked with -- since I don't 

think you had proposed order language that covered that second 

summary judgment phase, I worked with Mr. Despins' 

submissions. 

MR. FRIEDMAN: Okay. 

THE COURT: And so do you have Mr. Despins' document 

127-4 in front of you, which is the --

MR. FRIEDMAN: I don't, Your Honor. 

THE COURT: Okay. All right. So let me just tell 

you conceptually, you all were supposed to come prepared. 

MR. DESPINS: It happened while I was on the flight 

here, so I apologize, Your Honor. 

THE COURT: All right. Actually, what might be 

helpful here, I've got these handy dandy books of documents, 

if you'll bear with me for a minute -- no, actually, the handy 

dandy book doesn't have it either. 

Okay. So he has broken it up into two Orders, one of 

which is just the procedures Order, and the other is the Order 

relating to the derivative standing and other adversary 

related matters. So --

MR. FRIEDMAN: Your Honor, may I have permission to 

retrieve my electronic device, which is not connected to the 

internet, but does have a downloaded copy of the schedule? 

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THE COURT: Yes, please do. 

MR. FRIEDMAN: Thank you, Your Honor. 

THE COURT: And if you do have a connection and need 

to download filing 127, you have my permission to do that. 

MR. FRIEDMAN: I don't. But thank you, Your Honor. 

THE COURT: Mr. Despins. 

MR. DESPINS: So we can access the internet to do 

that? 

THE COURT: Yes. 

MR. DESPINS: Thank you. 

MR. FRIEDMAN: So, Your Honor, the derivative 

standing motion -- okay. Sorry, Your Honor. 

THE COURT: We could print out copies for you. So 

I'm going to ask Ms. Tacoronte to print document 127-4, which 

is Exhibit D to 127, and print 127-2, which is Exhibit B. 

These are the blackline versions, because it was just easier 

for me to work with those. 

So if you would print two copies of each of those, 

that would be great. 

COURTROOM DEPUTY: Just bear with me for a second, 

Your Honor. 

THE COURT: Thank you. 

MR. FRIEDMAN: Your Honor, if it makes it easier, 

just looking here, we can just accept the UCC's proposal in 

total, if that's fine --

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THE COURT: I had some tweaks on the UCC's 

proposal. 

MR. FRIEDMAN: -- okay, from our end.

THE COURT: I'm glad to hear that, and they're not 

extensive. And I think -- well, so let me, since you have it 

there electronically, this is actually language in 127-4 that 

is picked up from the AAFAF proposal, paragraphs two and 

three. It's just the continuation, adjournment language that 

I had a concern about where in paragraphs two and three, it 

says that the hearings, the standing hearing and the 

qualifying modification approval hearing can be continued at 

any time by the Court or GDB or AAFAF without further notice. 

Since things are moving so quickly, I want a motion 

for a continuance. So I would say, "Can be continued from 

time to time by the Court," cross out "GDB or AAFAF," "without 

further notice other than adjournments announced in open court 

or Orders entered on the case docket." And cross out the 

ability to adjourn by just putting it in an agenda. 

MR. FRIEDMAN: Okay. I apologize, Your Honor. I 

will probably have to get a transcript in order to get all of 

that down correctly. I'm just not fast enough to have 

transcribed all that. I apologize. 

THE COURT: That's fine. And you do have a print-out 

there next to you, if that's easier for you to follow along 

with. But the transcript will be prepared promptly, as 

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always, so that's fine. 

And you'd need to make a parallel change in the 

hearing notice. That's Exhibit B, I think, because that has 

that same sort of language. 

So that would be paragraphs two and three of 127-4, 

the parallel language in the hearing notice, which is 128-1, 

and also the parallel language in 127-2, which is the standing 

motion and adversary complaint schedule, and that's paragraph 

one of 127-2. 

So going on with 127-4 -- actually, there's nothing 

else in 127-4. Then 127-2, which addresses rolling in the 

12(b)(1) motion. The first thing is I think it makes sense, 

since this deals with scheduling for the adversary, to add the 

adversary complaint caption as well so it can be filed in both 

cases. 

And then as I said, in paragraph one, the adjournment 

language should be consistent across all of the Orders. And I 

think we should have a reply deadline. And what I would be 

comfortable with is October 1, which is a Monday, at 5:00 PM, 

Atlantic Standard Time. 

MR. FRIEDMAN: Thank you, Your Honor. 

THE COURT: And so I suggest adding that to paragraph 

three. 

MR. FRIEDMAN: Yes, Your Honor. 

THE COURT: But that would be the deadline. 

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And the hearing will be in New York on November 13th, 

which is a Tuesday, at 11:00 AM, Atlantic Standard Time, which 

will by then be 10:00 AM New York time because the time 

changes, I think, in early November. 

And there's adjournment language at the end of 

paragraph five that needs to be conformed as well. 

And in paragraph six, I suggest adding after -- in 

the second line of that paragraph, after the words, "For any 

party to," the words, "make any FRCP 12(c) motion and/or move 

for summary judgment." So you can back -- clean up there and 

anything that's drafted to the complaint -- 

MR. FRIEDMAN: Thank you, Your Honor. And would it 

be acceptable if we said 7012? 

THE COURT: I'm sorry. 

MR. FRIEDMAN: Bankruptcy Rule 7012 or FRCP 12 in 

that paragraph --

THE COURT: Well, one subsumes the other. I've been 

getting a lot of arguments and pleadings, and adversaries have 

just referred to the Rules of Civil Procedure. So whatever 

you want in that regard is fine. 

MR. FRIEDMAN: Okay. Thank you. 

THE COURT: And then because we are in paragraph 

seven, because we are going back to the later hearing date, 

the response deadline should be October 24th instead of 22nd, 

which is what Mr. Despins had proposed in connection with the 

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more accelerated scheduling proposal. 

And the Reply can be November 7th, rather than 

October 30th. If you all want to agree to earlier dates, as 

long as I still get to November 13th for the hearing, that's 

fine. 

MR. FRIEDMAN: Okay. That will work for me. 

THE COURT: And those are my line edits. Thank you 

for your patience. 

MR. FRIEDMAN: Thank you, Your Honor. We'll mark it 

all up. 

THE COURT: Mr. Despins. 

MR. DESPINS: There was a colloquy between 

Mr. Friedman and the Court regarding the GDB Title VI 

proceeding being approved before the hearing on the 13th. So 

I'm not sure where that landed in the sense of that -- as Your 

Honor questioned, I'm not sure how it's possible to approve it 

when there's a lawsuit saying that it's illegal. So I --

THE COURT: Well, that was the -- that is the 

question that I raised with Mr. Friedman. And Mr. Friedman's 

answer, I think, boiled down to, well, if the Court thinks 

there's a way to do it, and the Court would be comfortable 

with issuing that approval, then -- and the Court actually 

issues the approval, they would go ahead. 

I think I've made it clear that I, sitting here 

today, don't really see that as a scenario that could come to 

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fruition if the adversary proceeding is still alive at that 

point. 

MR. DESPINS: Understood. I just didn't want my 

silence to be read as agreeing to that. Thank you, Your 

Honor. 

THE COURT: All right. Thank you both. 

And so now we come to the fee examiner's motion to 

impose the presumptive standards as modified by the 

informative or certification of documents. 

MS. STADLER: Good morning, Your Honor. 

THE COURT: Good morning, Ms. Stadler. 

MS. STADLER: Judge, as you know, at the June 6th 

Omnibus hearing, we discussed the possibility of imposing 

certain presumptions to, in effect, place professionals on 

notice or more formal notice of the reasonableness standards 

that the fee examiner has been applying to interim fee 

applications reviewed to date, and that will continue to apply 

to his evaluation of the fee requests going forward. 

We developed the list of presumption based on 

standards that the fee examiner already has been applying in 

his analysis, and we consulted with the professionals before 

filing the motion in August. 

After circulating a draft of the motion, we did have 

back and forth with a number of professionals and made certain 

changes to the Proposed Order before filing the motion. 

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Nonetheless, after the motion was filed, some professionals 

voiced additional and formal objections to the form of Order 

originally submitted, and we engaged again in fairly extensive 

discussions regarding revisions to the Order that everyone 

could live with. 

We take seriously the Court's admonition in the Case 

Management Order, that matters be resolved consensually 

whenever possible, so we were trying to do that. The primary 

objections we received, although objecting parties can 

certainly articulate them for themselves. 

But just for context, the primary objections appear 

to be related to what professionals characterized as the 

advisory nature of the order. The fee examiner doesn't share 

that view. We don't view the relief requested as any 

different from any procedural administrative order. 

Nonetheless, we wanted to be accommodating and 

consistent with the law, and so we tried to make changes to 

the Order that addressed that concern. Obviously no ruling is 

made until a fee application has been filed, an objection has 

been raised, issue joined, and an appropriate hearing or 

briefing of the issue, and then a ruling on that issue from 

the Court. And that, of course, would be the process with or 

without this presumptive standard Order. 

Again, the purpose of the Order is to more clearly 

articulate than in informal communications or memos to the 

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professionals what the expectations are and the baseline 

standards will be. And also to allow the public to know what 

standards are being applied by the fee examiner, and to have 

some confidence that departures from those standards will need 

to be justified and explained thoroughly. 

The revisions then in the Order that we submitted as 

a redline are our effort to balance these two considerations, 

the professionals' concerns with the advisory purpose or the 

notification purpose of the motion. 

We think the compromise Order that we submitted 

fairly places everyone on notice, while also recognizing that 

the judgment about reasonableness of any fee is certainly not 

made by this Order. It is ultimately made only by the Court 

after an application has been filed. 

And of course, the filing or the -- the filing of an 

objection to a fee application creates a contested matter, 

which then affords all of the procedural protections that 

parties are accustomed to in litigation. So we are fairly 

confident that that process is adequate to address the 

advisory concerns of the professionals. 

So with that, I will end my remarks. I'm happy to 

answer any questions about the Order, the motion, or anything 

else fee related. 

THE COURT: Thank you for those remarks and that 

context. I do have a couple of questions. One was triggered 

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in particular by the change in the iteration or 

characterization of the presumptions in the certification. 

And so, in the revision, the language regarding 

introduction of presumptions is changed to characterize the 

presumptions as standards that have been employed from the 

outset. And I understand now that you are seeking to respond 

to the sort of advisory opinion concerns -- 

MS. STADLER: Right. 

THE COURT: -- that had been articulated. For me, it 

raised the question of to what extent, then, do these 

presumptions represent change, and have the principles already 

been implemented in a robust fashion? To what extent can I 

expect to see further economies in billing practices and a 

reduction of the magnitude of fees billed going forward as a 

result of entry of this Order? Or should I be reading entry 

of this Order as revised to say it's going to look the way 

it's been looking? 

MS. STADLER: Yes. And you're talking about 

paragraph two? 

THE COURT: Yes, I believe so. 

MS. STADLER: Okay. So the specific concern that 

was articulated to us on paragraph two is related to the 

advisory concern, but it was more particularly articulated as 

a concern about retrospective application and all of the 

procedural evils that follow from that. 

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In our discussions, in our reports to the Court, in 

our letter reports to the professionals, we've been very clear 

about articulating standards, many of which are outlined here, 

some of which are standards that we have internally applied, 

without particularly articulating. 

I'll give you an example, because I think it will be 

helpful for the professionals and for Your Honor to understand 

the way the process has been working and will work going 

forward, assuming the entry of this or some form of Order. 

One issue that is frequently discussed in the context 

of professional fees in Chapter 11 cases is the issue of to 

what extent are the professionals' attempts to justify the 

reasonableness of their fees compensable. 

The fee examiner has always taken the position that 

when we articulate fee examiner standards at the outset of the 

case, professionals are expected to submit fee applications 

that comply with those standards, and if they deviate from 

those standards, they need to include in their fee application 

an explanation of the deviation from the standard. 

Not withstanding that hope, sometimes professionals 

submit fee applications that don't explain deviations from the 

articulated standards, which necessitates then the fee 

examiner having to raise that issue, either informally or in a 

report, the professional having to spend time gathering 

information to respond, and often lots of time talking on the 

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phone and arguing about whether the explanation is or is not 

sufficient. 

The purpose of that mode of operation for us is to 

ensure that to the extent we are imposing a burden on the 

professionals with respect to their fee applications, they are 

entitled to be compensated for that in connection with the 

preparation and submission of their fee application, as the 

Code requires. 

Beyond that, we view it as a failure to appropriately 

document or appropriately submit an application that addresses 

the reasonableness criteria, and that the burden, the 

financial burden then should be on the professionals 

themselves of remedying deficiencies or defects in their 

initial submissions. 

That concept, that principle is not new to the fee 

examiner or probably fee examiners in any other Chapter 11 

case where there is one. It's obviously been litigated. It's 

been litigated in the Supreme Court. And everyone has their 

own views upon that issue. But the fee examiner's views are 

well-established, have been articulated to the professionals, 

and have been applied since the outset. 

Now, the fee period that we're looking at right now 

covers the period of time when we first began our work. So 

this third interim fee period, which covers February through 

May, includes the time these professionals spent talking to me 

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and to Mr. Williamson and all of our colleagues about our 

letter reports and fee issues. 

So we have, in the reports that are drafted and ready 

to go, raised this issue with respect to many professionals. 

That was the case before we made this motion. It would be the 

case in the absence of this motion, and in the absence of an 

Order. And it would be the fee examiner's position if -- 

hopefully not, but if the issue were to be litigated in this 

Court. 

We don't view that as a retrospective application of 

a standard. We view that as articulating the standard that 

has always been applied. You won't -- Your Honor won't be 

able on that particular issue to say, is this new, is this 

more strict, because we didn't have this category of fees in 

the first two fee applications. 

Now, to the extent there are issues that did arise in 

the first two fee applications, for example, hearing or 

meeting attendance being two of the most contentious, we have 

applied the standard articulated here. 

With respect to hearings, it has always been the 

speaker, a supporting person, and then nonspeakers need to be 

monitoring intermittently by phone or not going at all. And 

we have departed from that standard, as you can imagine, in 

many, many cases. 

Obviously the Oversight Board is very uniquely 

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situated as the representative of the debtors in these cases 

for certain matters. AAFAF similarly is very uniquely 

situated, given its role and the relationship between it and 

the Oversight Board under PROMESA. 

And there is obviously not one standard that is going 

to be reasonable both in the context of a debtor participant, 

like those two entities versus a single issue constituency, 

for example, like the COFINA agent. So you will not see 

drastic reductions that wouldn't have been in place before, 

but what I would say is as the case has gone on, as the 

professionals have been given the opportunity to sort of 

absorb and work with these standards, that they will 

themselves begin to conform their behavior to the standards so 

that we don't have to get to the point of arguing about them 

in a fee application. 

I think I've only been to three of these hearings, 

but I think there are fewer people in here today than there 

were in June, and fewer in June than there were in March. And 

I like to think that that is the result, in part, of the 

prophylactic effect of these rulings. 

And if it works that way, and I hope it does, we 

believe it does, if it works that way, you won't see anything 

different. In fact, you might see fewer deductions in the fee 

applications that are coming before you, because Your Honor 

will obviously not have been asked to approve those fees in 

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the first place. 

So I know that's not a very clear answer to your 

question. I think if I had to characterize it, I would say we 

are going to put the pressure on a little bit more. We are 

going to tighten the belts a little bit more. 

We're going to expect more accountability from these 

professionals. We're going to expect them to do a good job of 

articulating why they need to be using the resources that 

they're using, and that we're going to be fairly meticulous in 

our application of the standard. 

What that yields in the way of interim compensation 

Orders and ultimately final compensation Orders remains to be 

seen, but our hope is that either prophylactically or actively 

the impact will be a lessening in duplication, waste, excess 

in the professional fee realm. 

THE COURT: Thank you for that clarification and 

reassurance. As you know, it's not only the Court, but the 

public who are looking very carefully at what's being spent 

here. 

MS. STADLER: Yes. 

THE COURT: And it needs to be clear that the 

expenditures are necessary and appropriate. 

I did have a couple of additional clarification type 

questions. As I read paragraph 2-B, and this was not changed 

in the certification revision, but it seems to make an 

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effective floor of two timekeepers per issue or motion, since 

it says a speaker with significant responsibilities, plus one 

additional timekeeper per speaker. 

And so my question is whether that's intended and if 

so, why are you convinced that that's necessary as a floor? 

MS. STADLER: Right. Well, again, recognizing that 

there are different types of professionals participating in 

this proceeding, for a professional that's standing in the 

shoes of a debtor for any given issue, the fee examiner 

recognizes that questions, issues can be fine. 

This morning we had an example of that with a 

recently filed document and, you know, needing to make copies 

and that sort of thing. We view that in that situation, it 

would be reasonable for a second person to be with the primary 

speaker, to provide a support role. 

We hope that that would be someone at a much lower 

billing rate. We hope it would be a paralegal or, you know, a 

very junior associate, if necessary at all. But there are 

situations where we go back and look at a transcript and 

think, wow, this attorney could not have performed the way he 

or she performed in that transcript without having someone 

sitting there helping them. And it's not fair to penalize him 

or her for that. So that's where the standard comes from. 

Now, we have said to other professionals and in the 

process of reporting on fee applications, we have raised the 

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issue that not everybody who speaks needs a helper. If I 

stand up and make an appearance and sit down, question whether 

I need to be here, much less whether I need to have a helper. 

So every application of these principles, every 

application of these standards is going to be framed by the 

procedural context of the proceeding at issue. 

And so it is not designed to say you may bring two 

people to every hearing or every issue that comes up. It's 

designed to articulate the principle that I just did, that 

there are some issues that are so significant and weighty that 

it is simply unreasonable not to allow additional support in 

the courtroom. 

We think there are a lot more instances where there 

are people here for just in case, or backup, or what if this 

comes up, and we think there are more appropriate ways to deal 

with those kind concerns than packing the courtroom. But 

there are certainly situations where professionals need to 

have more than one person to handle a large, complex 

proceeding, lots of issues, lots of exhibits, for example, and 

we don't want to preclude professionals from being encouraged 

to adequately staff their cases so that they can operate 

efficiently in here and not waste everyone's time when they're 

in the courtroom. 

So again, it's a balancing.

THE COURT: So it's a floor where it's objectively 

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necessary, and it's understood that where it's not objectively 

necessary, it's not a guarantee of compensability of two 

people per issue or speaker? 

MS. STADLER: Yes, that is correct. 

THE COURT: Thank you for clarifying that. 

And the last question goes to something that we had 

discussed at the July Omni, but was not reflected in the 

motion, and so I just want to follow up on that. And that is 

that there had been some concerns raised regarding billing for 

electronic research. 

And so I notice that there wasn't a proposal or 

effort to create some sort of template or principle for that, 

where there are flat fee contracts but billing by the hour. 

Are you comfortable that you have a handle on that with the 

timekeepers? 

MS. STADLER: I would say we are comfortable with 

that. We have seen a significant dropoff in the legal 

research bills. I think either miraculously, there have been 

fewer novel legal issues or people have been utilizing 

resources when they can. 

And so the dollar amounts for this issue in the first 

interim fee period were much in excess of the dollar amounts 

that we're seeing in the third interim fee period. 

The other issue with that is we have had difficulty 

with the electronic research providers and them having some 

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proprietary protection to their pricing issues. So we have 

really never been able to verify what this costs a law firm. 

Now, whether right or wrong, given the -- our 

perception that people have reigned it in in this area, it's 

not worth our fighting with Westlaw or Lexus over their 

proprietary pricing information, or serving discovery on 

professionals and making them disclose it. We don't think 

that's necessary. 

When an application comes through that has a legal 

research bill that raises eyebrows, we raise it. And most 

often what we get in response is an explanation of the legal 

research, why the person who was doing the research was doing 

that research as opposed to someone else cheaper, and, you 

know, why that particular issue needed to be researched in a 

fee-for-service setting as opposed to on Findlaw.com. 

And we have been very successful in, I think, 

satisfying ourselves that the professionals are using those 

resources judiciously and didn't see a need to put that or 

other expense presumptions in the memorandum. But it's 

certainly, as with everything else, an expectation that 

economies will be observed and that expensive research tools 

will be used only when necessary. 

THE COURT: Thank you. I have no further questions. 

I understand that Mr. Williamson had requested a 

speaking phone line, which has been provided. So did 

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Mr. Williamson wish to speak before I rule on the motion? 

MS. STADLER: Well, that's the problem. 

MR. WILLIAMSON: No, Your Honor. Ms. Stadler covered 

all the points quite well. 

THE COURT: Thank you, Mr. Williamson. 

And so for the reasons set forth in the original 

submission and the fee examiner's certification, as augmented 

and clarified on the record today, the fee examiner's motion 

is granted, and the Court will enter the revised Proposed 

Order which was filed as Exhibit A to docket entry number 

3849. 

Thank you, Ms. Stadler. 

MS. STADLER: Thank you. 

THE COURT: And so we have the contested matter on 

the agenda. I suggest that we take a ten-minute break and 

then reconvene for that argument. So let's be back in place 

at 11:35 by the courtroom clock. Thank you. 

(At 11:22 AM, recess taken.) 

(At 11:38 AM, proceedings reconvened.) 

THE COURT: The next agenda item is the contested 

motion of the Creditors' Committee to enforce the automatic 

stay and the Court's June 29, 2017, Order. That's ECF docket 

entry number 3797. 

And Mr. Despins, will you and Mr. Sosland still be 

splitting the first segment? 

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MR. DESPINS: No. 

THE COURT: So please bring me up to speed. 

MR. DESPINS: Yes, Your Honor. 

Things move very fast in these cases. But I think -- 

Mr. Sosland will speak for himself, but I don't think he is 

pursuing his objection anymore. 

THE COURT: You'll have to be near a microphone, 

Mr. Sosland. 

MR. SOSLAND: Your Honor, this morning FGIC's 

participation in the motion filed by the UCC was resolved 

after discussions with AAFAF and the Oversight Board. 

Would you like to address it?

MS. UHLAND: Yes. 

Your Honor, I can confirm. We're going to 

investigate certain facts related to this, and our intent is 

to enter into an arrangement based on the underlying 

agreements to preserve the rights that Mr. Sosland's client is 

concerned about and to hopefully reach an agreement by the 

November 6th hearing with respect to that.

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

THE COURT: Thank you both. 

MS. UHLAND: Thank you. 

MR. DESPINS: Therefore, Your Honor, I have my 20 

minutes in full back. I will take 14 to start, and then 

reserve six for rebuttal. 

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THE COURT: Very well. So we'll start you off with 

14. 

MR. DESPINS: Okay. The first thing I'd like to say, 

Your Honor, is that we're not surprised that the creditors 

voted in favor of the restructuring. They're getting all the 

assets of the company, so obviously they should and they have 

voted for the transaction. 

The first question I want to address -- because you 

asked me that at the last hearing and I was not as prepared as 

I should have been, or didn't answer as well as I should have 

-- is why is the Committee doing this? 

We're dealing with cases involving billions of 

dollars, et cetera, et cetera. I will put the releases aside, 

although I want to address them very briefly, but it's not the 

main argument. The releases, we believe that it's a billions 

of dollars issue. And the response you're getting on the 

release is that, hey, these people have the right to be 

indemnified. 

And I know that seemed to resonate with Your Honor at 

the last hearing. And I want to make sure you know that 

that's a self-inflicted wound in the sense that these people, 

one, they have to be in good faith, so there's an assumption 

they're in good faith. But let's assume they're in good 

faith, they're entitled to indemnification, that's a 

pre-bankruptcy claim. 

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So if GDB were in Title III, these people would just 

be getting pennies on the dollar like everybody else on their 

indemnification claim, because the claim arises out of the 

pre-petition transaction. 

So the Board is saying, hey, they have a right to be 

indemnified. It could be millions of dollars. But that's 

within your control, the control of AAFAF and GDB, which has 

put this entity in Title III. And that will never be an 

issue. 

As a matter of fact, you never, never not pursue 

claims because of indemnification because the people who are 

indemnified, if they're entitled to indemnification, are 

getting cents on the dollar in the indemnification claim as 

opposed to affirmative recovery of millions of dollars that 

need to be paid in full. 

And on top of that, Section 510(B) of the Bankruptcy 

Code subordinates on a mandatory basis all claims for 

indemnification arising out of securities transactions, for 

example, bond offerings. So they would get zero on an 

indemnification claim. 

So this argument that somehow we're doing this 

because they have an indemnification claim is really beside 

the point. So let's focus on dollars and cents. 

THE COURT: I am going to ask you to slow down just a 

little bit. 

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MR. DESPINS: It's because that clock is maddeningly 

--

THE COURT: It's just a beautiful green light. 

What's the problem?

MR. DESPINS: Yes, for now it's green. 

Now, for dollars and cents, why is the Committee 

doing this? Forgetting about the releases for a second, which 

we think is a huge issue, if the debtors that we are -- the 

Committee were treated like the most favorite creditors, the 

distribution to our debtors would be in the range of 50 to 75 

million dollars. 

And I know you might say, I guess we get jaded in 

this case because we're talking billions here, billions there, 

but 50 to 75 million dollars is a lot of money. And that's 

basically the task of the Committee, to protect these 50, 75 

here, 50, 75 in the next deal. Eventually it gets to real 

money. And that's why we're doing this, Your Honor, and 

that's why we think the Committee has acted appropriately in 

this matter. 

Now, let me clear some of the underbrush regarding 

the merits of the motion. The first thing is I think there's 

little doubt that there is a violation of the stay through the 

setoff or through the exercise of control. What they're 

saying is that 303 -- 303, 305 insulate that, or that it's 

exempt -- it's an exception to the stay under 362(B)(4), but 

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at the end of the day, there's no doubt that a setoff is 

covered by the stay. 

THE COURT: Let me -- I want to interrogate that 

notion a little bit more, because it seems to me that even in 

a Chapter 11 case, the stay doesn't preclude the debtor from 

pursuing deals to resolve claims by and against it. Those, of 

course, have to come before the Court if they're out of the 

ordinary course of business in a 363 motion, or be rolled into 

a plan that is submitted for approval or perhaps covered by a 

9019 motion. 

But in none of those scenarios do I recall ever 

seeing or hearing of a debtor filing a motion for relief from 

the automatic stay in order to be able to negotiate a 

transaction that's going to ripen into a 363 application or be 

part of a plan. And similarly, if you have, you know, an 

affiliated group of companies that have some intra or 

intercompany obligations, under the theory that these broad 

provisions of the automatic stay apply to debtor-initiated 

situations, even debtor-initiated situations or 

debtor-consented situations, it seems to me the filing of a 

Chapter 11 petition for a group of companies is potentially 

violative of the automatic stay, because by -- or if filing a 

petition where you have a claim against somebody who's already 

in bankruptcy, you know, how is that so different from the GDB 

Title VI filing that's looking to modify its relationship with 

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a debtor in bankruptcy? 

MR. DESPINS: Well, first of all, the GDB 

Restructuring Act disallows these claims. These are claims 

that -- there's no doubt that these claims are claims that are 

asserted by the debtors and they're being disallowed through 

the Act. And the fact that --

THE COURT: That is what the proposal is under GDB. 

MR. DESPINS: Correct. 

THE COURT: And there's a question of what they're 

saying they're doing by legislation, and what they're saying 

they're doing by the Title VI. But leaving aside for a 

minute, if it were being done by Title VI, they're queuing up 

a court process for approval of that. 

MR. DESPINS: Well, no. That's the point. Their 

whole structure is that you're not approving what's happening 

in the GDB restructuring in a Title VI. Unless they've 

changed their views on that, they're saying it's separate. 

In Title VI, you only approve -- did people vote 

properly; did they -- were they solicited properly; was enough 

time spent what I call checking the boxes? That's all they 

want you to do. 

You're not approving in a Title VI, under their 

theory, the disallowance of claims. The Title III debtors are 

completely absent from the Title VI the way they structured 

it. 

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Of course, by approving the Title VI, you are 

disallowing those claims, because the statute only becomes 

effective when you sign the Order. But clearly the claims 

being disallowed here by a statute --

THE COURT: By operation of the statute that was 

enacted by the legislature of the debtor entity, by the 

Commonwealth, of which the other debtors are 

instrumentalities, and was approved, consented to, not 

objected to by the Oversight Board that has PROMESA authority 

to review legislation. 

MR. DESPINS: That's true, Your Honor, but these 

debtors have not consented. The structure they want to 

describe, Your Honor, is there's been a settlement here. 

There's been a quid pro quo. These debtors -- there's been no 

Board meeting of PREPA, of HTA, of ERS and all that approving 

these transactions. They did that on their -- through the 

legislation. 

So this is not a settlement context. There's an Act 

that disallows these claims. And by the way, it doesn't 

disallow only the claims of the Title III debtors. It 

disallows or freezes the claims of a bunch of other entities, 

about two dozens of them that are all government entities. 

Now, we don't represent them here. We're not 

involved with them. But I want to make sure --

THE COURT: Constitutionally, does a government at 

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the state or territory level have authority to pass laws that 

determine and regulate the rights of its subdivisions and 

instrumentalities, like states and municipalities? 

MR. DESPINS: They can do that, Your Honor, but 

that's the whole-- the Stockton case where the Court said the 

state, here the Commonwealth, cannot pass laws that are 

designed to affect the bankruptcy result, the protection that 

303 -- that's where we're heading, it's all intertwined, the 

issues are intertwined, is there to protect. 

For example, don't shut off the water, or do shut off 

the water if you don't pay your bills. You need to continue 

or not continue to pay the pension. These are political 

decisions that clearly can be done, but a legislature cannot 

pass a law that says, you know, now we have two sets of 

creditors here. I want these guys to get more than the other 

guys. And these entities are in bankruptcy, meaning it's 

disallowing a claim of the debtor. 

That, the legislature, cannot do. And that's why 

it's a bankruptcy -- what they're doing is a bankruptcy 

statute, Your Honor. So I think the stay itself is being 

violated. There's no such thing as consenting to the stay, 

meaning the Second Circuit in -- I forgot the name of the case 

-- I think it's Osmoa, basically says the debtor cannot 

consent to lift the stay. The Court can do that upon proper 

application, but the debtor cannot. And to me, there's no 

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doubt that there's a stay violation. 

Now, the next issue very quickly is 362(B)(4). 

There's no action or proceeding. So that's very interesting. 

You can say, well, what about the Title IV? There's not an 

action or proceeding. But you see, that doesn't fit within 

our structure, because they're saying in the Title VI, you 

will not pass upon the setoff. You will not pass upon the 

disallowance. You're not touching any of that. That's why 

I'm glad you're asking them to clarify in the Order exactly 

what you're being asked to approve. 

So therefore, they cannot argue 362(B)(4), because 

there's no action or proceeding pending. There's a law that 

takes away rights of debtors, and that's not exempt by 

362(B)(4). 

The McMullin case in the First Circuit is very clear 

that the exception is very narrow. It's assuming there's an 

action or proceeding, and it applies to actions to punish or 

to condition the conduct of people. This is purely a 

financial restructuring. 

Next, Your Honor, 304(I), same issue. They cannot 

find refuge in 304(I), because that would imply that the 

proceeding in -- in Title VI encompasses the whole bowl of 

wax, and that's not their theory. 

The other issue is they say the stay protects 

debtors, not creditors. And Your Honor, that's not true. The 

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cases they cite are cases where a creditor is getting sued and 

saying, wait a minute, you should move to lift the stay. 

That's not the issue we're arguing here. 

We're talking about the creditors as a group being 

beneficiaries of the stay. That's the Estano, Second Circuit 

decision, and Suarez, First Circuit decision. 

Next, Your Honor, is because -- I want to address 

this 303, 305. You know, Stockton addressed that head on. In 

Stockton, there was a law that said these guys win, one group 

of creditors win, these other guys don't win essentially. 

That's the purpose of the law. 

And the Court said, no, 303 -- in their case, it's 

903, but the same statute -- does not protect against 

avoidance action, doesn't protect against financial 

relationship against the state and its instrumentalities. 

In 305 -- Your Honor, I think they did consent to 

305. There was an Order entered by Your Honor in that 

request. There was no reservation of rights in that Order. 

The Court has the power to implement and to interpret 

that Order, and therefore, there's been a clear waiver of 305 

on that issue only. 

THE COURT: As Mr. Bienenstock pointed out, the GDB 

restructuring discussions and work predated the Stay Order in 

the summer of 2017. And so how -- if this restructuring was 

in process, was the subject of work at that time, how can I 

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construe the application for that Stay Order as consent to the 

thwarting of this transaction by that Order? That seems kind 

of illogical to me. 

MR. DESPINS: Because they recertified it in 2018, 

twice. So it's been recertified by the Board twice in 2018 

after entry of the Stay Order. 

THE COURT: But I mean, it was something that they 

had in mind to do, so why should I read the Stay Order as 

consent to the notion that the automatic stay would preclude 

further pursuit and consummation of the transaction? Or maybe 

we're talking about two different things. 

MR. DESPINS: No. No. What I'm saying is that they 

agree that the Court has the power to enforce the stay and to 

interpret that. 

The next issue is, how you should interpret that 

Order is a different issue. I disagree that because this was 

pending, that shows that they never intended that that be 

covered. That's pure speculation. There's no discussion of 

that anywhere in the record, so I don't see how that could be. 

But in any event, Your Honor, I want to finish on 

this. The First Circuit in the PREPA case did not hold that 

305 beats any other provisions of the Bankruptcy Code. They 

found an exit ramp by saying, hey, they didn't confront that 

hard issue by saying, wait a minute, the Court isn't being 

asked to do that. The Court is being authorized to go to 

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another court -- I'm not arguing the merits of that. I'm 

arguing the cases that they cite. Detroit and Stockton on 

these issues correctly held -- they just refer to them, and 

they say they take an expansive view. But there's no such 

ruling by the First Circuit on that issue. 

And therefore, Your Honor, we believe that this is 

not covered by 303, not covered by 305, and that's why the 

Court should grant our motion. 

THE COURT: Thank you. 

MR. FRIEDMAN: Good morning, Your Honor. Peter 

Friedman from O'Melveny & Myers --

THE COURT: Good morning. 

MR. FRIEDMAN: -- on behalf of AAFAF and GDB. I 

think the tell was the first word out of the Committee's mouth 

that the creditors are getting all the assets of the company. 

There's not a company here. There's a government entity here, 

regulated and controlled by another government entity. I 

think that gets to the critical issue of 303. 

The Committee's papers basically say that the GDB 

Restructuring Act has no impact on provision of services or 

other governmental functions to the people of Puerto Rico, nor 

does it have an impact on the organization and operation of 

government because GDB has ceased banking operations. Could 

not be more wrong, Your Honor. 

If you look at the GDB Restructuring Act amendments, 

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statement of motives, in particular it says, "the hurricane 

Maria altered the fiscal and economic situation of Puerto 

Rico -- government of Puerto Rico, its public corporations, 

instrumentalities and municipalities." 

The new agreement will provide significant financial 

relief to municipalities. This will result in a significant 

reduction in municipalities' debts and will provide cash flow 

relief to municipalities in the short term. 

The fourth amendment to the GDB Restructuring Act 

emphasizes this with respect to the CAE settle -- the Excess 

CAE payments to municipalities. It emphasized this by 

reamortization schedules to municipalities. 

And the reason we know that that's a public policy 

matter, Your Honor, is, well, what's the alternative? Imagine 

that municipalities aren't getting relief through this 

mechanism. There are three possibilities: One is 

unthinkable, which is nobody picks up the tab for 

municipalities and municipal services just go to waste. 

That's unthinkable. 

The second is the Commonwealth has to increase 

appropriations to municipalities. With the Oversight Board's 

permission, I guess that would be possible. Or the third is 

the Commonwealth just has to increase direct service 

provisions that municipalities can't afford because they're 

all in contagion -- of Title III. All of those are to be 

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avoided, and all of those are part of what the GDB 

Restructuring Act and the Title VI are designed to avoid. 

That is the epitome of a Title III -- of what's protected 

under Title -- 303. 

Stockton is just -- it's not even apples and oranges. 

I think I've said it before, it's like pineapples and 

concrete. It's a situation where you're talking about no 

balancing of public policy, no legitimate public policy goals, 

no protecting municipal services. 

The Court was really clear what's going on there. 

There's one individual entity, Your Honor, that's being 

preferred among all others for a private profit-making goal. 

That's just simply not what's going on here. And by the way, 

all of these salutary municipal benefits are being done in 

concert with overwhelming support from GDB's actual creditors 

that have real life claims and lent three plus billions of 

dollars to GDB. 

And, Your Honor, I think the other component to 303 

that really works together to emphasize, because remember the 

GDB Restructuring Act, the GDB restructuring is consistent 

with the fiscal plan of the Commonwealth. What's leading to 

303? It talks about subject to Titles I and II, knowingly 

submits the other power of the Commonwealth to regulate 

itself. 

And what did Titles I and II talk about? Fiscal 

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plans and compliance with fiscal plans, and how the 

Commonwealth and its sovereign entity and each of the debtors 

have to comply with the fiscal plans. 

I think the link to those two makes very clear, at 

least to me, that Title III can't restrict compliance with a 

fiscal plan by a Commonwealth entity, whether through 

legislation or through entry into various agreements. 

Your Honor, the -- and I think for those very 

reasons, this is also -- this also falls within 362. I don't 

have it right offhand. I believe in an ERS briefing, we've 

articulated why a legislative act or a town's municipal 

ordinance -- ordinance can also qualify as an action that is 

protected.

THE COURT: It falls into 362(B)(4) is what you --

MR. FRIEDMAN: Yes. Yes. And I think, you know, 

this is -- whether it's an exercise of police power or whether 

it's an exercise of necessary provisioning of assets to 

municipalities, you know, which is not really severable from 

the remainder of the transaction, I think that is -- you know, 

would clearly fall in the police power. 

And we'd cite to Faitoute Iron and Steel. You know, 

it's classic police powers providing -- just making sure that 

various instrumentalities have their assets. 

THE COURT: So you accept the proposition that but 

for 303, 362(B)(4), 304(I), 362 is written broadly enough to 

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be applicable here, and so you need to be exempted or 

protected from the operation of 362? 

MR. FRIEDMAN: So I don't, and I defer to 

Mr. Bienenstock who articulated those points better than we 

did. I do think, though, that in my view, 305 -- I mean, 

imagine 305, because I think 305 is an extraordinarily 

powerful non-interference provision. And I would add that to 

the protections you discussed. 

In my view, under 305, the Commonwealth repealed the 

GDB Moratorium Act and went in and tried to get money out of 

GDB. It could either repay GDB's -- it could use that cash to 

repay debts owed to -- that the Commonwealth owes GDB; it 

could use that cash free from Court interference; or it could 

add that money to its budget, and again, with the assent of 

the Oversight Board, just appropriate it to municipalities. 

And if it can do that, how can this violate the 

automatic stay? If it's protected from doing that under 305, 

I don't see how this transaction is any different. 

As 305 also says, this is, I think, consistent with 

what you were saying, you know, if the -- you know, you don't 

have to get approval of a 9019, which is not a stay issue. 

It's an ordinary course issue. 

One of the Stockton cases, I think it's Stockton

four, says, you don't need approval for a settlement. So if 

what the Commonwealth is doing here, and what HTA is doing and 

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what PREPA is doing and ERS is doing is settling with GDB, 

that's not something that requires Court approval. 

In some ways, I was heartened to hear Mr. Despins say 

that the board of ERS and the board of every other entity 

would have had to approve this on behalf of the debtors. I 

think that's a great idea.

I don't know that Mr. Bienenstock would agree that 

the board of each one of those debtors is required to consent 

to a settlement rather than the Oversight Board, both as 

debtors' representative and as the gatekeeper under 305 to the 

issues in which this Court is permitted to hear matters 

relating to the debtors' property --

THE COURT: Doesn't the legislation disable 

instrumentalities and municipalities from contesting it, which 

seems to me would obviate even the opportunity for --

MR. FRIEDMAN: Yes, Your Honor. 

THE COURT: -- disapproval --

MR. FRIEDMAN: Yes, Your Honor. In our mind, it's a 

completely appropriate exercise of the Commonwealth's 

sovereign power over its instrumentalities. And as this Court 

has said, there certainly would have been a process under 204. 

To the extent that there was an issue with whether 

any of that legislation was inconsistent with a fiscal plan, 

we would have had to score it; and the Oversight Board would 

have had to say, sorry, you can't do that; and we would have 

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had to have a back and forth. 

The Oversight Board didn't exercise a power to say, 

this is inconsistent with anybody's fiscal plan, and nor -- so 

I think those are, to me, the most important points to make. 

I do think 304 immunizes certainly the Title VI 

provisions and the Title VI proceeding, because the debtors 

can consent to it. You know, I agree that that doesn't 

immunize the legislation, but I think the legislation is 

immunized for a variety of additional reasons. 

And again, I think Mr. Bienenstock is going to get 

into a variety of other facts and legal arguments. I will 

reserve for, if necessary, a later time, further discussion of 

releases and why overall this is actually an excellent 

transaction from everybody's perspective, because I actually 

don't think that's relevant to the issue of the stay. 

But, you know, we have also heard some of the things 

I think that the Court has expressed some concern about, and 

we'll be working with Mr. Bienenstock and the Oversight Board 

to clarify the scope of releases to ensure that, you know, 

they're appropriate. 

THE COURT: Thank you, Mr. Friedman. 

MR. FRIEDMAN: Thank you. 

MR. BIENENSTOCK: Thank you, Your Honor. Martin 

Bienenstock from Proskauer Rose, LLP, for the Oversight 

Board. 

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THE COURT: Good afternoon. 

MR. BIENENSTOCK: Good afternoon. 

Your Honor, the General Creditors' Committee, which 

we've all labeled the UCC, and the Retirees' Committee, have 

certain constituencies. The constituency of the UCC includes 

vendors, has unions on it, so union claims. The Retirees' 

have clearly the retirees as their constituency. 

And the Commonwealth has been paying vendor claims, 

pre-petition vendor claims throughout the case. The 

Commonwealth has been paying the retirees. Strange, we 

haven't heard a peep from either committee about all these 

stay violations going on all the time that benefit their 

constituency. 

How can that be that suddenly they had an epiphany 

that not a payment but a future setoff to occur 

contemporaneously with the Title VI approval suddenly 

constitutes a stay violation when outright payments haven't 

caused them to raise the same red flag in -- since these cases 

have started. 

And I think the answer is there are two answers: One 

is we're not talking about stay violations in the context of 

Title III. And the second is while they call this a stay 

enforcement motion, I call it the UCC's motion to be Governor 

for a term. I was going to say Governor for a day, but they 

would need more than a day. 

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They want to be Governor for a term, or they want to 

be Oversight Board for a term. And why do they want that? 

Because they have a different business judgment as to how to 

treat the assets and liabilities of GDB than the Oversight 

Board and the Governor does. And they would like to impose 

their business judgment. 

And we respect their thoughts and where they're 

coming from, and perhaps it's something reasonable people 

could differ on, although we think ours is far more 

reasonable. But essentially they're trying to find a way 

through technicalities in Section 362 -- and I'll explain in a 

moment why it's a technicality -- why they suddenly have an in 

to become Oversight Board for a term, so they can change the 

business judgment of the Title VI GDB deal. 

In the -- going to the technicality issue, in Chapter 

11, the reason why setoffs are stayed, setoffs against demand 

deposits, are so that debtors can use the cash subject to 

adequate protection and don't have to go out and borrow. And 

at the end of the day, because the setoff right creates a 

secured claim, the debtor has to pay the secured claim in full 

with interest; but during the case, the stay against setoffs 

freezes the cash in place so they can use it subject to 

adequate protection. It doesn't mean -- it doesn't translate 

a deficit position, as these Title III debtors have, into a 

positive position. 

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So our pleadings explain why in the case of each of 

the debtors, including ERS, PREPA, Commonwealth, HTA, they're 

in a negative position versus GDB. They're not in a positive 

position. And since GDB doesn't need cash to operate 

day-to-day because it has other cash, the notion that the stay 

against setoffs in Chapter 11 should be used here, it is a 

technicality. 

But I would say what I'm not saying is technically 

they're right, there's a stay violation, but since there's no 

monetary impact, the Court should disregard it. What I'm 

saying is at best, under their theories, they have a technical 

stay violation. 

Under our view, in Chapter Nine and Title III, where 

the debtor, because of the absence of Section 363, because we 

are allowed to use our cash as part of the government's powers 

of governing and political powers protected by Section 303, 

because we are allowed to do those things, we don't even have 

a technical stay violation here. 

As we explained in our pleading, under their theory, 

if someone buys electricity from PREPA, they're violating the 

stay because they're exercising control over PREPA's property, 

the electricity, and they're paying money for it, but they 

disregard the payment. 

With or without the GDB Restructuring Act, Your 

Honor, these are transactions that the Board and the 

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government want to do. One of the many unique things I've 

learned in Puerto Rico laws, and I'm by no means an expert on 

them, but one thing I've observed is they love to have laws 

that micromanage. 

Take this revenue, put it in a general account, pay 

certain expenses, move it to another account, then move it to 

another account, then pay some more expenses, then pay the 

debt. They love to have micromanagement, and that's what 

they've done here. Take this debt and offset it against that 

loan. 

Okay. We would do that without the statute. That's 

why this is not a stay violation. These are commercial 

transactions that, because it's GDB and it's not in Title III, 

the Governor wants to do. But on the counter-party side, the 

Title III debtors, the Oversight Board wants to do these 

transactions for the reasons I explained earlier. Namely, we 

see ourselves in a net deficit position, the Title III debtors 

against GDB. 

So we don't see it as giving up value. We see it as 

protecting what will happen to our liability side. They've 

protected against bringing down HTA by suing on the loan, 

giving the bondholders the power to do that. AAFAF will be in 

control of that and the like. And these are business 

judgments. These are the judgments that the UCC and perhaps 

the Retirees' Committee would make differently if they could. 

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But this is not a case, especially in Title III, where the 

Court can effectively make them trustee to make the 

judgments, or make them Governor, or make them the Oversight 

Board. 

Now, I would -- I want to emphasize the threshold 

issue. Do they have standing to raise this in the first 

place? And I think looking at their own authorities, it's 

clear that they don't. 

So let's look at Indian Motorcycle Company that they 

cite from the Bankruptcy Court in Massachusetts. They cite it 

for the authority that a creditor could raise a stay violation 

and get relief. 

Now, what actually happened in Indian Motorcycle? 

What happened was for good or for bad, and it's a very 

complicated position, but somehow it ended up that there was a 

federal receivership in the District of Colorado, and there 

was a bankruptcy in the Bankruptcy Court of Massachusetts, and 

the two were vying over who's controlling the money and who 

does it go to pay. 

And the IRS was a big creditor of the debtor in 

Massachusetts. So after a lot of litigation, and the Tenth 

Circuit ruling that the money was really money of the debtor, 

a certain money they were arguing about and needed to be in 

the Massachusetts bankruptcy estate, and the tax, the federal 

tax needed to be determined under Bankruptcy Code 505 in the 

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Bankruptcy Court case, somehow it happened that the receiver 

in Colorado was taking discovery of the IRS as if its tax 

liability was going to be decided in the District of Colorado. 

And when this was brought to the attention of the Bankruptcy 

Court in Massachusetts, the Court said, oh, my gosh, the Tenth 

Circuit has told me I have exclusive jurisdiction over this. 

I have to carry out what the Tenth Circuit said. The money 

has to be here, and I have to decide the tax, so stop 

litigating this issue in Colorado. 

Now, they say that that's an example of a creditor 

having standing to raise a stay violation. Actually, they're 

correct, the creditor raised it, but when you read the 

decision, the Court was acting sua sponte. The Court was 

saying, to protect my exclusive jurisdiction over the tax 

liability and the money that the Tenth Circuit told me I have, 

I have to issue this Order. 

Now, if they have to reach to a case like that to 

show standing, I think that demonstrates what the First 

Circuit has said, is we can't find a case where a creditor was 

allowed to assert a stay violation. 

I've run out of time. So unless the Court has 

questions, I'm finished.

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

MR. BIENENSTOCK: Thank you, Your Honor. 

MR. DESPINS: Let me pick up quickly where 

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Mr. Bienenstock left off. The Indian Motorcycle case is just 

one case. It cites itself, this is on page 11 of the 

decision, six other decisions that stand for the proposition. 

Basically, the Court says, you know, the question is 

can the creditor raise a violation of the stay. The courts 

have answered that question clearly. The automatic stay is 

intended to both provide debtors breathing space from the 

creditors and prevent unfair distribution of assets among 

creditors. And then they cite to six other decisions, or five 

other decisions. 

THE COURT: So is it your representation that those 

five other decisions stand for the principle that creditors 

are granted standing as opposed to the principle that the 

automatic stay has effects that are salutary with respect to 

both the debtor and debtor's creditors, which I think nobody 

here would dispute? 

MR. DESPINS: I think they stand for both 

propositions, but let's assume they don't. Your Honor, the 

first rule that we find standing to intervene in an adversary 

proceeding -- it would be bizarre if we could not be heard on 

the issue of violation of the stay, because we have the right 

to be heard on any issue in the case.

THE COURT: But the First Circuit didn't hold that, 

at least not directly, that you have through -- via 1109 the 

right to initiate claims or causes of action. 

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MR. DESPINS: No, but we're not initiating. We're 

asking the Court to enforce the automatic stay imposed by 

Congress. 

THE COURT: You're initiating a request. But we 

could dance on the head of that pin for a while. 

MR. DESPINS: But I think it's important to remember, 

Your Honor, this is an entity in liquidation. This is all 

about who's getting what out of that pie. It's purely a 

financial transaction. 

There are no -- I know the statute says all these 

beautiful things, but I hope you know these statutes are 

drafted by lawyers that, you know -- so when they say, for 

example, this provision is saying that none of the debtors 

have standing to raise this issue, I would -- you know, let's 

not speculate where that came from. 

But maybe next time they want to say the Creditors' 

Committee cannot appear in court to fight the issue. The 

point is these statutes are drafted with an angle, and there's 

a spin on it. And obviously that's what they did in the 

statutes. 

And the statement of motive, they say we're doing 

this -- basically, it's not as if they were writing Section 

303 in that statement of motive, Your Honor. So we can't be 

-- the Court cannot be bound by that. 

Mr. Bienenstock raises the issue of, we can pay 

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vendor claims and all that. That's not the point, Your Honor. 

What's happening is that there's a global discharge being 

given to this entity through a statute. The discharge, 

basically it's Section 702 of the GDB Act, it says that the 

debtors -- any claims against this entity is limited to this 

net amount. That's it. All of the other claims are 

disallowed. 

And that is in the nature of a bankruptcy discharge 

and a bankruptcy statute. And it doesn't apply only to Title 

III debtors. Even though I don't have standing, to be clear, 

to raise those other entities -- this applies to about 30 

other entities. And the reason why the automatic stay is not 

only technical -- Mr. Bienenstock says, hey, we know that we 

are -- that the GDB is owed more money than it owes. Wait a 

minute. What analysis has been done of that? 

He said, for example, in his papers that PREPA has 

received a preference under the GDB statute, because GDB was 

insolvent, would receive the money. Well, let's talk about 

that for a second. 

If that's the case, these payments were made in 2014, 

2015, Your Honor, and you know that in the statute that 

creates GDB, it is a felony for officers of GDB to receive 

deposits while they're insolvent. So they're all over the 

place. Meaning they're so intent on pushing the restructuring 

through, they're hopelessly conflicted. 

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How can they put themselves in the position of a 

judge to say there's a preference action? They obviously 

haven't thought of all the consequences of that. 

The point is that they're on both sides of the 

transaction. That's why there has to be a process, because if 

they move to lift the stay, there would be an issue about the 

claims of GDB against the Commonwealth, would they be allowed, 

because you can't set off a claim that's disallowed. That's 

why there's a court process to do this. And that's what the 

Court should do in this case, Your Honor. 

THE COURT: And so the Court should review or permit 

you to review at every level of detail the business premises 

of the judgments entered into by the Board, which was created 

and structured by Congress to represent the debtor and the 

various instrumentalities? 

MR. DESPINS: That's a loaded question, you see, in 

every degree of detail. No, but when they're conflicted like 

this, there's no way of getting around this. This is like 

COFINA. 

THE COURT: This is a structural problem, like COFINA 

--

MR. DESPINS: Yes. 

THE COURT: This is the place where Congress put 

them.

MR. DESPINS: Correct. But by the way, judges 

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appoint Chapter 11 Trustees in multiple debtor cases all the 

time. It doesn't mean that a judge is saying, oh, by the way, 

you can steal from one debtor and give it to the other. Of 

course not. 

So the fact they've been appointed for all of these 

doesn't absolve them of being in a conflict position. And 

this case is so blatant. When they say this debtor has some 

exposure for a preference, of course not thinking of the 

consequence of that statement --

THE COURT: And Congress specifically said I can't 

appoint examiners; I can't appoint operating trustees. 

MR. DESPINS: That's true, but --

THE COURT: Unlike Chapter 11. 

MR. DESPINS: We understand that, but that has 

nothing to do with the issue of whether the automatic stay 

applies and whether it should be a process before Your Honor. 

And of course you would be the ultimate decision 

maker whether the stay should be lifted. 

Look at the Sonix factor. If they moved -- 

THE COURT: So let's talk about that rather than 

structural conflicts. Let's talk about the automatic stay. 

MR. DESPINS: Okay.

THE COURT: So if you have anything more to talk 

about in terms of standing or the operation of the automatic 

stay, I'd invite you to do that. 

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MR. DESPINS: Well, Your Honor, I think we've made it 

clear that we have standing to raise the automatic stay, so 

I'm not going to go through that again. 

I believe the stay is implicated. It's not only a 

technical violation. If the stay were applied, there would be 

a process before this Court to determine whether the claim of 

GDB -- by the way, it's a filed claim in this case which 

triggers the claims allowance process, whether that claim 

should be disallowed or not, and then they can operate the 

setoff. 

They cannot, through this whole bankruptcy 

legislation, accomplish that result. 

Thank you, Your Honor. 

THE COURT: Thank you, Mr. Despins. 

And thank you all for these arguments. I will take 

this motion under advisement, and decide it as promptly as 

possible and issue a written decision on it. 

So the remaining items that had been on the agenda 

are adjourned to future Omnis. Is there anything else that we 

need to address together this afternoon? 

Seeing no hands and having no notes from New York, I 

will say that this concludes today's agenda. The next 

scheduled hearing date is October 3rd, 2018, in New York for 

the GDB standing hearing. And the usual video connection will 

be available here in San Juan. 

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I thank the court staff in Puerto Rico, in Boston and 

in New York for their work in preparing for and conducting 

today's hearing, and for their superb ongoing support of the 

administration of these very complex cases. 

Keep well, everyone, and safe travels to all. We are 

adjourned. 

(At 12:24 PM, proceedings concluded.)

* * *

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U.S. DISTRICT COURT )

DISTRICT OF PUERTO RICO)

I certify that this transcript consisting of 100 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 on July 25, 

2018. 

S/ Amy Walker

Amy Walker, CSR 3799

Official Court Reporter

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< Dates >

August 21 26:22

August 27 13:4, 13:5

August 28 6:24

August 29, 2018 5:17

August 31, 2018 

11:14

December 2018 6:18

July 2018 13:3

July 25, 2018 100:7

June 2018 11:18, 

13:15, 13:19

June 29, 2017 68:22

June 5 23:18, 24:2

June 6th 55:12

May 2019 7:7

May 30 24:3, 24:8

November 5th 48:11

November 6th 69:19

November 7th 54:2

October 1 52:19

October 15, 2018 

6:11

October 24th 53:24

October 3rd 44:21, 

45:4, 46:11, 46:24

October 3rd, 2018 

98:23

September 13, 2018 

1:16, 4:2

September 14 13:5

September 18, 2018 

7:9

September 7 26:24

< 1 >

100 100:4

103 12:12

10:00 53:3

10th 38:3

11 34:23, 39:12, 

59:11, 60:16, 

73:5, 73:21, 

88:16, 89:6, 93:2, 

97:1, 97:13

11. 34:22

1109 93:24

11:00 53:2

11:22 68:18

11:35 68:17

11:38 68:19

12 44:18, 47:2, 

47:4, 53:15

12(b)(1 52:12

12(c 46:16, 53:9

127 50:4, 50:15

127-2 50:15, 52:7, 

52:11

127-2. 52:9

127-4 49:9, 50:14, 

51:6, 52:5, 52:10

127-4. 52:11

128-1 52:6

12:24 99:7

12th 46:20

13th 40:16, 46:21, 

53:1, 54:4, 54:14

14 69:24

14. 70:2

167,000 26:5

17-BK-3283(LTS 1:6

174 11:15

18 15:9

18-CV-1561(LTS 1:24

18th 44:3

< 2 >

2-B 63:24

20 69:23

2014 95:20

2015 95:21

2017 12:12, 43:1

2017. 78:24

2018 12:15, 79:4, 

79:5

204. 85:21

20th 40:17

22nd 53:24

26 35:20

299 11:15

< 3 >

30 35:20, 95:11

303 72:24, 76:8, 

78:8, 78:12, 80:7, 

82:18, 82:22, 

83:25, 89:16, 

94:23

303. 80:18, 82:4

304 86:5

304(I 77:20, 77:21, 

83:25

305 72:24, 78:16, 

78:20, 79:22, 

80:7, 84:5, 84:6, 

84:9, 84:17, 

84:19, 85:10

305. 78:8, 78:17

30th 54:3

362 83:25, 84:2, 

88:11

362(B)(4 72:25, 

77:2, 77:11, 

77:14, 83:14, 

83:25

362. 83:9

363 73:8, 73:14, 

89:14

3797. 68:23

3799 100:12

3849. 68:11

3: 1:6, 1:24

< 4 >

40 14:10, 15:6, 22:7

46. 22:8

< 5 >

50 72:10, 72:14, 

72:15, 72:16

505 91:25

510(B 71:16

53 22:8

55 35:18

56 22:8

5:00 52:19

5:00. 36:4

< 6 >

65 11:23

6th 48:11, 48:13

< 7 >

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Document Page 101 of 130
70 14:12, 34:17, 

34:24, 38:24

7012 53:13, 53:15

702 38:24, 95:4

74 14:10

75 72:10, 72:14, 

72:15, 72:16

< 8 >

84 12:12

< 9 >

90 29:19, 29:22

9019 27:10, 73:10, 

84:21

903 78:13

95 12:11, 34:18

99.5 12:9

9:36 4:3

< A >

AAFAF 5:18, 13:1, 

14:6, 16:7, 28:11, 

29:15, 30:5, 

30:11, 34:2, 34:6, 

34:15, 38:23, 

39:1, 41:2, 42:10, 

43:6, 44:2, 51:7, 

51:12, 51:15, 

62:2, 69:11, 71:7, 

80:13, 90:22

abeyance 20:12, 

48:16

ability 21:6, 42:22, 

51:18, 100:5

able 15:5, 27:7, 

36:5, 39:16, 

48:18, 61:13, 

67:2, 73:13

absence 29:18, 

48:10, 61:6, 89:14

absent 74:24

Absolutely 40:5

absolve 97:6

absorb 62:12

abundantly 45:11

accelerated 54:1

accept 50:24, 83:24

acceptable 46:22, 

53:13

accepted 34:19, 47:8

accepting 35:5

access 10:16, 10:22, 

11:6, 50:7

accommodating 56:16

accomplish 13:9, 

98:12

accomplished 15:20, 

15:22, 42:19

accordance 6:8, 

13:12

accordingly 47:11

account 8:12, 27:3, 

90:5, 90:6, 90:7

accountability 63:6

accounts 35:19, 

45:17

accurate 100:5

accustomed 57:18

achieve 13:17

across 52:17

Act 17:17, 18:21, 

30:19, 36:1, 

38:25, 43:2, 74:3, 

74:6, 75:18, 

80:20, 80:25, 

81:9, 82:2, 82:20, 

83:11, 84:10, 

89:24, 95:4

acted 72:18

acting 92:13

action 77:3, 77:5, 

77:12, 77:17, 

78:14, 83:12, 

93:25, 96:2

actions 7:1, 7:6, 

10:9, 10:10, 31:1, 

77:17

activate 12:23

Actively 12:6, 63:13

activity 12:24

actual 42:9, 48:7, 

48:9, 48:10, 82:15

Actually 49:15, 

49:17, 51:6, 

52:10, 54:22, 

86:13, 86:14, 

91:13, 92:11

Ad 2:10, 13:2, 32:19

add 30:12, 52:13, 

84:7, 84:14

adding 9:17, 52:22, 

53:7

addition 12:19, 

43:22

additional 11:18, 

11:24, 13:6, 

36:21, 45:5, 56:2, 

63:23, 64:3, 

65:11, 86:9

address 17:18, 

23:11, 57:19, 

69:12, 70:8, 

70:14, 78:7, 98:20

addressed 56:18, 

78:8

addresses 48:17, 

52:11, 60:10

addressing 48:1

adequate 24:16, 

40:3, 57:19, 

88:18, 88:23

adequately 65:21

adjourn 51:18

adjourned 98:19, 

99:6

adjournment 51:8, 

52:16, 53:5

adjournments 51:16

adjustment 5:21, 

6:10, 6:17, 14:16, 

22:24, 23:12, 

23:20, 23:21, 

24:1, 24:15, 25:8, 

33:22

Administered 1:11

administration 99:4

administrative 56:15

admonition 56:6

adopt 15:18

advance 25:10

advantage 8:8

adversaries 53:18

adversary 46:14, 

48:2, 48:3, 48:17, 

49:21, 52:8, 

52:13, 52:14, 

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55:1, 93:19

advisement 98:16

Advisory 2:5, 47:23, 

56:13, 57:8, 

57:20, 58:7, 58:23

affairs 29:6

affect 76:7

affiliated 73:16

affirmative 71:14

afford 81:24

affords 57:17

afternoon 87:1, 

87:2, 98:20

agencies 12:18

Agency 2:4

agenda 51:18, 68:15, 

68:20, 98:18, 

98:22

Agent 2:13, 6:14, 

20:21, 23:14, 

23:17, 31:15, 

31:20, 32:17, 

32:18, 33:4, 33:7, 

33:9, 33:11, 

33:15, 62:8

agents 6:2, 20:12, 

28:2, 38:23, 43:20

aggressively 18:20

ago 18:11, 19:14

agree 33:20, 35:18, 

54:3, 79:13, 85:7, 

86:7

agreed 19:13, 19:15

agreeing 55:4

Agreement 5:19, 

5:23, 6:3, 6:8, 

6:9, 6:13, 6:17, 

13:2, 13:4, 13:8, 

22:3, 28:10, 

31:19, 32:3, 32:9, 

32:24, 35:20, 

69:18, 81:5

agreements 35:22, 

69:17, 83:7

ahead 20:1, 36:18, 

48:15, 48:18, 

54:23

aid 41:1

al 1:16, 1:26, 1:40

alive 55:1

allow 57:2, 65:11

allowance 98:8

allowed 89:15, 

89:17, 92:20, 96:7

alone 25:5

already 4:18, 25:1, 

26:22, 28:22, 

35:21, 45:16, 

45:25, 48:20, 

55:20, 58:11, 

73:23

altered 81:2

alternative 81:14

alternatives 12:7

although 42:9, 56:9, 

70:14, 88:9

amendment 81:9

Amendments 13:17, 

80:25

among 42:10, 82:12, 

93:8

amount 22:7, 22:16, 

22:21, 34:20, 

34:21, 95:6

amounts 22:11, 

66:21, 66:22

Amy 100:11, 100:12

analysis 8:9, 24:22, 

55:21, 95:15

and/or 53:9

angle 94:18

angry 29:24

anniversary 7:6

announced 23:18, 

24:2, 51:16

answer 17:22, 17:23, 

54:20, 57:22, 

63:2, 70:10, 87:20

answered 93:6

answers 17:24, 87:20

anybody 86:3

apologize 17:6, 

49:14, 51:19, 

51:22

appear 24:7, 56:11, 

94:17

appearance 65:2

APPEARANCES 1:37, 

2:1

appearing 37:7

appears 24:15

apples 82:5

applicable 84:1

application 56:19, 

57:14, 57:16, 

58:24, 59:18, 

60:7, 60:10, 

61:10, 62:15, 

63:10, 65:4, 65:5, 

67:9, 73:14, 

76:25, 79:1

applications 55:17, 

59:16, 59:21, 

60:5, 61:15, 

61:17, 62:24, 

64:25

applied 7:15, 57:3, 

59:4, 60:21, 

61:12, 61:19, 98:5

applies 21:5, 77:17, 

95:11, 97:16

apply 22:17, 25:19, 

38:10, 55:17, 

73:18, 95:9

applying 55:16, 

55:20

appoint 97:1, 97:11

appointed 97:5

appreciate 16:10

approach 37:17, 

44:11

appropriate 7:23, 

10:3, 30:17, 31:1, 

31:4, 56:20, 

63:22, 65:15, 

84:15, 85:19, 

86:20

appropriately 17:17, 

60:9, 60:10, 72:18

appropriations 81:21

approval 37:14, 

37:20, 48:15, 

51:11, 54:22, 

54:23, 73:9, 

74:13, 84:21, 

84:24, 85:2, 87:16

approve 37:8, 37:11, 

37:23, 38:16, 

38:18, 38:20, 

39:4, 39:25, 

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47:17, 47:21, 

48:1, 48:11, 

54:16, 62:25, 

74:18, 77:10, 85:5

approved 12:15, 

18:11, 18:16, 

43:8, 47:16, 

48:19, 48:23, 

54:14, 75:8

approving 39:21, 

48:16, 74:15, 

74:22, 75:1, 75:15

Approximately 11:15, 

11:23, 12:11, 

12:12, 14:10, 

14:19, 15:9

area 67:4

argue 38:10, 77:11

arguing 60:1, 62:14, 

78:3, 80:1, 80:2, 

91:23

argument 44:16, 

68:16, 70:15, 

71:21

arguments 27:8, 

27:20, 38:5, 

53:18, 86:11, 

98:15

arise 61:16

arises 71:3

arising 71:18

around 15:21, 38:22, 

96:18

arrangement 14:1, 

69:16

Article 38:24

articulate 56:10, 

56:25, 59:15, 65:9

articulated 45:16, 

58:9, 58:22, 

58:23, 59:22, 

60:20, 61:19, 

83:11, 84:4

articulating 59:3, 

59:5, 61:11, 63:8

ascribing 24:12

aside 14:19, 70:13, 

74:11

aspects 38:17

assent 84:14

assert 92:20

asserted 74:5

assets 25:3, 37:15, 

70:6, 80:15, 

83:17, 83:23, 

88:4, 93:8

associate 64:18

associated 8:5

assume 41:16, 70:23, 

93:18

assuming 9:7, 59:9, 

77:16

assumption 14:20, 

70:22

assure 27:24

Atlantic 52:20, 53:2

attempts 59:12

attendance 61:18

attention 92:4

attorney 64:20

audible 4:19

augmented 68:7

August 11:22, 32:9, 

55:22

authorities 10:2, 

19:6, 19:7, 91:7

Authority 2:5, 

13:21, 13:22, 

13:24, 33:22, 

35:7, 75:9, 76:1, 

91:11

authorized 79:25

automatic 68:21, 

73:13, 73:18, 

73:22, 79:9, 

84:17, 93:6, 

93:14, 94:2, 

95:12, 97:15, 

97:21, 97:24, 98:2

available 12:16, 

27:22, 34:14, 

98:25

average 11:22, 

12:10, 29:20

avoid 82:2

avoidance 78:14

avoided 82:1

aware 21:4

away 77:13

Ayala 1:44

< B >

back 4:9, 10:7, 

15:11, 21:21, 

36:23, 37:10, 

53:10, 53:23, 

55:24, 64:19, 

68:16, 69:24, 86:1

backup 65:14

bad 91:14

balance 11:19, 15:8, 

22:9, 39:11, 57:7

balances 11:14

balancing 65:24, 

82:8

Bank 1:26, 2:7, 

6:14, 8:5

banking 80:23

Bankruptcy 1:1, 

33:18, 53:15, 

71:16, 73:24, 

74:1, 76:7, 76:16, 

76:19, 79:22, 

91:10, 91:17, 

91:24, 91:25, 

92:1, 92:4, 95:8, 

95:9, 98:11

banks 29:12, 38:25

Based 5:22, 7:3, 

8:16, 12:17, 

14:11, 24:2, 

34:14, 34:17, 

34:23, 35:5, 

41:25, 55:19, 

69:16

baseline 57:1

Basically 72:15, 

76:23, 80:19, 

93:4, 94:22, 95:4

basis 28:23, 37:25, 

71:17

bear 25:5, 49:17, 

50:20

beats 79:22

beautiful 72:3, 

94:11

become 88:13

becomes 45:10, 75:2

began 60:23

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 104 of 130
begin 5:5, 26:21, 

32:10, 62:13

begun 13:22

behalf 10:12, 23:7, 

23:14, 25:13, 

30:11, 31:14, 

33:23, 34:6, 

80:13, 85:5

behavior 62:13

behind 15:17

believe 10:13, 32:8, 

36:4, 58:20, 

62:22, 70:15, 

80:6, 83:10, 98:4

belts 63:5

beneficiaries 78:5

benefit 9:11, 9:18, 

15:22, 87:12

benefiting 9:12

benefits 7:15, 26:8, 

82:14

Beryl 12:21

beside 71:22

best 7:2, 7:14, 

89:11, 100:5

better 84:4

Beyond 45:16, 60:9

big 16:12, 17:24, 

91:20

bill 67:10

billed 58:14

billing 58:13, 

64:17, 66:9, 66:13

billion 14:10, 15:9

billions 70:12, 

70:15, 72:13, 

82:16

bills 66:18, 76:11

binding 33:14

bit 9:14, 17:25, 

18:19, 25:20, 

25:22, 26:7, 

47:24, 63:4, 63:5, 

71:25, 73:4

bizarre 93:20

blackline 50:16

blatant 97:7

Block 23:7

BNY 35:6

boiled 54:20

bond 5:24, 14:10, 

15:6, 34:18, 

35:13, 71:19

bondholder 9:10, 

9:11, 41:18

Bondholders 2:24, 

8:19, 8:20, 8:25, 

10:11, 13:3, 

24:25, 28:20, 

28:24, 29:2, 

33:24, 35:9, 

42:21, 90:22

Bonds 5:25, 34:20, 

35:7, 35:8

Bonistas 5:20, 28:24

book 49:18

books 49:16

borrow 88:18

borrowings 11:16

Boston 99:1

bound 20:22, 94:24

bowl 77:22

box 22:7, 22:15

boxes 74:20

Brady 2:26

break 68:15

breathing 93:7

bridge 21:12

brief 31:13, 32:15

briefed 45:25

briefing 45:6, 

45:25, 56:21, 

83:10

briefly 20:10, 

23:11, 26:17, 

27:5, 34:6, 70:14

bring 5:3, 7:1, 7:2, 

7:13, 9:3, 9:8, 

10:9, 10:11, 

29:11, 65:7, 69:2

bringing 90:21

broad 38:4, 73:17

broadly 83:25

broken 49:19

brought 8:24, 8:25, 

9:25, 14:25, 

16:12, 42:16, 92:4

brunt 25:5

budget 16:2, 84:14

buenos 4:5

bunch 17:19, 75:21

burden 60:4, 60:11, 

60:12

burning 12:8

business 73:8, 88:3, 

88:6, 88:14, 

90:23, 96:12

buyers 9:12

buys 89:20

bypass 21:7

< C >

CAE 35:16, 35:22, 

81:10, 81:11

call 16:23, 74:20, 

87:22, 87:23

camera 31:9

capacity 9:11

caption 52:14

care 26:13

careful 22:12, 42:11

carefully 63:18

carry 92:7

cases 8:18, 9:20, 

14:15, 14:18, 

23:23, 27:18, 

28:20, 28:25, 

32:10, 52:15, 

59:11, 61:24, 

62:1, 65:21, 69:4, 

70:12, 78:1, 80:2, 

84:23, 87:18, 

97:1, 99:4

cash 11:14, 11:20, 

11:21, 11:22, 

24:4, 24:6, 35:18, 

81:7, 84:11, 

84:13, 88:17, 

88:22, 89:4, 89:5, 

89:15

Casillas 1:44

cast 35:11

CAT 2:49

category 61:14

caused 87:18

causes 93:25

ceased 80:23

cents 35:18, 71:13, 

71:23, 72:6

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 105 of 130
certain 10:9, 18:24, 

19:19, 26:9, 

27:12, 35:16, 

36:18, 37:15, 

55:14, 55:24, 

62:2, 69:15, 87:5, 

90:6, 91:23

certainly 14:24, 

23:18, 32:22, 

34:8, 44:24, 

46:10, 47:9, 

56:10, 57:12, 

65:17, 67:20, 

85:21, 86:5

certainty 29:1

certification 34:16, 

55:9, 58:2, 63:25, 

68:7

certified 20:23, 

24:3, 24:5, 35:2

certify 24:14, 

26:18, 100:4

certifying 14:17, 

41:14

cetera 29:19, 47:9, 

70:13

challenge 21:6

change 22:9, 27:3, 

52:2, 58:1, 58:11, 

88:13

changed 58:4, 63:24, 

74:17

changes 53:4, 55:25, 

56:17

Chapter 34:22, 

34:23, 39:12, 

46:3, 59:11, 

60:16, 73:5, 

73:21, 88:15, 

89:6, 89:13, 97:1, 

97:13

characterization 

58:2

characterize 58:4, 

63:3

characterized 56:12

charge 17:9, 18:6, 

34:8

cheaper 67:13

check 10:20

checking 74:20

chunk 15:8

Circuit 33:18, 

76:22, 77:15, 

78:5, 78:6, 79:21, 

80:5, 91:22, 92:6, 

92:7, 92:15, 

92:19, 93:23

circulating 55:23

cite 78:1, 80:2, 

83:21, 91:10, 93:9

cites 93:2

Civil 53:19

claim 6:15, 41:19, 

70:25, 71:3, 

71:13, 71:20, 

71:22, 73:23, 

76:17, 88:20, 

96:8, 98:6, 98:7, 

98:8

clarification 43:11, 

63:16, 63:23

clarifications 36:21

clarified 43:22, 

43:23, 68:8

clarify 41:10, 77:9, 

86:19

clarifying 66:5

class 5:24

classes 5:24

classic 83:22

clean 53:10

cleaner 12:8

clear 21:16, 21:25, 

22:22, 25:21, 

31:17, 31:19, 

32:2, 32:6, 37:25, 

45:11, 54:24, 

59:2, 63:2, 63:21, 

72:20, 77:15, 

78:20, 82:10, 

83:4, 91:8, 95:10, 

98:2

clearly 8:9, 8:11, 

9:16, 10:4, 56:24, 

75:3, 76:13, 

83:20, 87:7, 93:6

clerk 32:16

client 69:17

clock 68:17, 72:1

close 47:16, 48:24

closer 31:3

closing 22:5

Coalition 2:24, 

33:24

Code 60:8, 71:17, 

79:22, 91:25

Cofina-commonwealth 

27:6

colleagues 61:1

collected 10:25

collections 11:22

colloquy 54:12

Colorado 91:16, 

92:2, 92:3, 92:9

com 67:15

comes 8:12, 35:25, 

64:23, 65:8, 

65:15, 67:9

comfort 43:24

comfortable 48:10, 

52:19, 54:21, 

66:14, 66:16

coming 7:9, 15:25, 

31:3, 62:24, 88:8

commenced 14:21

comments 23:11, 

27:6, 30:25

commercial 90:12

committees 11:5

Commonwealth-cofina 

6:1, 22:3

communicate 4:13

communicating 4:25

communication 36:22

communications 

21:12, 56:25

companies 73:16, 

73:21

companion 27:10

Company 2:16, 70:6, 

80:15, 80:16, 91:9

compelled 25:12, 

32:16

compensability 66:2

compensable 59:13

compensated 60:6

compensation 63:11, 

63:12

Complaint 45:9, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 106 of 130
52:8, 52:14, 53:11

complaints 14:12, 

45:14

completed 13:14, 

41:3

completely 29:8, 

45:17, 74:24, 

85:19

complex 65:18, 99:4

compliance 83:1, 

83:5

complicated 91:15

comply 59:17, 83:3

component 30:18, 

82:18

components 5:15, 

42:20

composition 7:21

comprehensive 13:4, 

16:11

comprised 6:25

compromise 5:25, 

57:10

con 27:20

concept 21:22, 60:15

concepts 38:4

conceptual 37:4, 

46:14

conceptually 49:12

concern 8:11, 20:2, 

24:11, 25:12, 

37:3, 37:6, 43:18, 

46:5, 47:1, 51:9, 

56:18, 58:21, 

58:23, 58:24, 

86:17

concerned 16:11, 

17:25, 18:3, 18:9, 

18:19, 69:18

concerns 10:24, 

19:21, 20:7, 

23:13, 23:19, 

25:19, 36:11, 

44:1, 45:23, 47:7, 

57:8, 57:20, 58:7, 

65:16, 66:9

concert 12:17, 82:15

concession 14:1

conclude 48:6

concluded. 99:7

concludes 98:22

conclusions 37:5, 

38:6

concrete 82:7

concurrent 23:20

condition 77:18

conditions 32:24

conduct 19:4, 77:18

conducted 12:19

conducting 99:2

conference 4:11

confidence 57:4

confident 57:19

confirm 69:14

Confirmation 6:17, 

24:15, 27:8, 29:8, 

38:19, 39:12

confirmed 13:15, 

24:21, 25:2, 25:9

confiscation 5:2

conflict 18:4, 97:6

conflicted 95:25, 

96:17

conflicts 97:21

conform 62:13

conformed 53:6

confront 79:23

Congress 94:3, 

96:14, 96:23, 

97:10

conjunction 44:18

connected 49:24

connection 34:9, 

50:3, 53:25, 60:6, 

98:24

cons 27:8, 28:7

conscious 8:13

consensually 11:7, 

56:7

consent 76:24, 

78:16, 79:1, 79:9, 

85:8, 86:7

consented 75:8, 

75:12

consenting 76:21

consequence 97:9

consequences 25:5, 

96:3

consider 27:7

consideration 22:25

considerations 57:7

considered 25:9, 

25:16

considering 19:1

considers 42:24

consist 8:4

consistent 4:10, 

42:25, 43:2, 

52:17, 56:17, 

82:20, 84:19

consisting 100:4

constituencies 87:5

constituency 62:7, 

87:5, 87:7, 87:13

constitutes 87:17

constitutionality 

47:22

Constitutionally 

75:25

constructive 6:20, 

13:16, 17:20

construe 79:1

consultation 7:3

consulted 55:21

consulting 33:10

consummation 28:25, 

79:10

contagion 81:25

contained 6:7

contemplated 13:3

contemporaneously 

87:16

content 37:4

contentious 61:18

contest 47:9

contested 57:16, 

68:14, 68:20

contesting 85:14

context 14:5, 16:13, 

28:13, 31:5, 

56:11, 57:25, 

59:10, 62:6, 65:6, 

75:18, 87:21

contextually 21:9

continuance 51:14

continuation 51:8

continue 27:1, 27:4, 

55:17, 76:11, 

76:12

CONTINUED 2:1, 13:5, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 107 of 130
51:11, 51:14

continues 6:12, 12:4

contracts 66:13

contributed 14:22, 

15:4

control 42:11, 71:7, 

72:23, 89:21, 

90:23

controlled 80:17

controlling 91:18

conversations 34:7

conversion 12:7

converted 11:17

convinced 25:11, 

64:5

copies 50:13, 50:18, 

64:12

copy 49:25

core 37:6

corporations 81:3

Correct 9:7, 10:19, 

19:18, 20:8, 

27:11, 66:4, 

69:20, 74:8, 

92:12, 96:25

correctly 51:21, 

80:3

corresponding 6:3

costs 67:2

counsel 4:6, 5:6, 

7:4, 13:24, 40:21, 

41:2

counter 44:9

counter-party 90:14

counts 46:1

couple 40:20, 44:22, 

57:25, 63:23

course 17:8, 18:15, 

25:17, 27:7, 

56:22, 57:15, 

73:7, 73:8, 75:1, 

84:22, 97:4, 97:8, 

97:17

COURTROOM 4:13, 

4:25, 5:3, 16:13, 

50:20, 65:12, 

65:16, 65:23, 

68:17

courts 93:5

covered 16:24, 49:4, 

68:3, 73:2, 73:9, 

79:18, 80:7

covers 44:5, 60:23, 

60:24

crafted 47:25

create 66:12

created 6:25, 96:13

creates 57:16, 

88:19, 95:22

creature 33:17

creatures 33:11

creditor 36:18, 

78:1, 91:11, 

91:20, 92:10, 

92:12, 92:19, 93:5

Creditors 1:43, 

5:19, 5:22, 9:19, 

14:21, 14:24, 

15:13, 15:15, 

15:24, 16:6, 25:3, 

28:9, 68:21, 70:4, 

72:9, 76:15, 

77:25, 78:4, 

78:10, 80:15, 

82:15, 87:3, 93:8, 

93:9, 93:12, 

93:15, 94:16

criminal 10:1

criteria 60:11

critical 29:4, 29:6, 

29:13, 30:2, 

30:17, 80:18

criticize 14:24

cross 7:22, 37:10, 

51:15, 51:17

cross-cutting 46:9

CSR 100:12

Cumpiano 2:21

Current 11:16, 

12:10, 22:17

currently 11:4, 

11:20, 22:21

Curtin 31:12

customers 11:23, 

12:10

cut 28:22

< D >

damage 12:22

dance 94:5

dandy 49:16, 49:18

data 22:4, 23:2

date 13:5, 13:7, 

14:13, 30:21, 

41:14, 46:25, 

48:12, 53:23, 

55:17, 98:23

dates 54:3

day 33:9, 33:15, 

73:1, 87:24, 

87:25, 88:19

day-to-day 89:5

daylight 39:1

days 20:24

deadline 36:4, 

36:19, 52:18, 

52:25, 53:24

deal 18:2, 22:23, 

26:8, 27:6, 28:4, 

28:11, 30:1, 

30:18, 40:14, 

42:9, 42:11, 

42:18, 43:7, 44:2, 

65:15, 72:16, 

88:14

dealing 42:8, 70:12

deals 28:22, 52:13, 

73:6

dealt 8:13, 41:17, 

46:24

debrief 12:24

debt 6:24, 14:10, 

15:6, 15:8, 15:9, 

15:10, 16:2, 

23:23, 29:3, 

29:17, 90:8, 90:9

debtor 7:24, 8:8, 

8:24, 18:4, 39:5, 

62:6, 64:9, 73:5, 

73:12, 74:1, 75:6, 

76:17, 76:23, 

76:25, 88:20, 

89:14, 91:20, 

91:22, 93:15, 

96:14, 97:1, 97:3, 

97:7

debtor-consented 

73:20

debtor-initiated 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 108 of 130
73:18, 73:19

debts 81:7, 84:12

decide 45:4, 92:8, 

98:16

decided 48:2, 92:3

decides 28:2

decision 21:3, 

48:16, 78:6, 

92:13, 93:3, 

97:17, 98:17

decisions 76:13, 

93:3, 93:9, 93:10, 

93:12

declaration 43:5

deductions 62:23

deemed 10:2

defects 60:13

defendant 14:13

defer 84:3

deficiencies 60:13

deficit 22:16, 

22:21, 88:24, 

90:17

definitely 36:7

degree 42:4, 96:17

Dein 20:11

del 5:20, 28:24

deliberate 7:15

deliberating 9:2

delivered 12:11

demand 42:1, 42:3, 

42:7, 88:16

demonstrate 38:11

demonstrates 92:18

denial 5:2

departed 61:23

Department 36:23

departures 57:4

depending 32:17

deposit 35:19, 42:1, 

42:3, 42:7

deposits 41:20, 

88:17, 95:23

DEPUTY 50:20

derivative 6:15, 

33:17, 33:18, 

44:19, 45:8, 

49:21, 50:11

describe 75:13

description 47:14

deserving 15:16

designed 6:4, 65:7, 

65:9, 76:7, 82:2

desire 25:23, 28:15

despite 29:23

detail 96:12, 96:17

detailed 37:9

details 20:7

determination 43:1, 

47:19

determinations 

37:24, 37:25

determine 7:1, 7:12, 

42:24, 76:2, 98:6

determined 21:17, 

91:25

deterrent 9:21

Detroit 80:2

developed 55:19

Development 1:25, 

2:7, 8:5, 33:5, 

37:1

deviate 59:17

deviation 59:19

deviations 59:21

device 4:17, 4:19, 

4:25, 5:2, 49:24

devices 4:12, 4:16, 

5:3

devoting 26:7

dias 4:5

differ 88:9

different 8:20, 

9:19, 12:3, 12:6, 

20:18, 34:22, 

56:15, 62:23, 

64:7, 73:24, 

79:11, 79:16, 

84:18, 88:3

differently 41:18, 

90:25

difficulty 66:24

direct 31:20, 32:3, 

81:23

direction 35:9

directly 9:11, 

31:24, 93:24

directors 43:15

disable 85:13

disagree 31:16, 

79:16

disallow 75:20

disallowance 74:23, 

77:8

disallowed 74:5, 

75:4, 95:7, 96:8, 

98:9

disallowing 75:2, 

76:17

disallows 74:3, 

75:19, 75:21

disapproval 85:17

disaster 28:5

discharge 95:2, 

95:3, 95:8

disclose 67:7

disclosure 6:10, 

27:19

disclosures 19:16

discount 22:14

discovery 67:6, 92:2

discuss 35:25, 40:23

discussed 55:13, 

59:10, 66:7, 84:8

discussing 21:23

discussion 79:18, 

86:12

discussions 11:5, 

13:8, 21:23, 30:3, 

36:18, 36:20, 

56:4, 59:1, 69:11, 

78:23

dispute 6:1, 93:16

disregard 89:10, 

89:23

distant 30:21

distinct 45:24

distribution 14:2, 

72:10, 93:8

District 1:3, 1:33, 

1:34, 91:16, 92:3, 

100:1, 100:2, 

100:7

Docket 1:6, 1:24, 

68:10, 68:22

docket. 51:17

document 37:19, 

49:8, 50:14, 

60:10, 64:12

documentation 37:20

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 109 of 130
documenting 6:6

documents 4:18, 

49:16, 55:9

doing 7:3, 8:10, 

18:25, 67:12, 

70:11, 71:21, 

72:7, 72:17, 

74:10, 74:11, 

76:19, 84:17, 

84:25, 85:1, 94:21

dollar 22:11, 35:19, 

66:21, 66:22, 

71:2, 71:13

dollars 15:9, 22:12, 

22:14, 22:15, 

70:13, 70:16, 

71:14, 71:23, 

72:6, 72:11, 

72:14, 82:17

dollars. 22:11, 71:6

done 16:1, 35:4, 

41:6, 43:7, 74:12, 

76:13, 82:14, 

90:9, 95:15

dose 27:19

doubt 72:22, 73:1, 

74:4, 77:1

down 29:11, 42:16, 

51:21, 54:20, 

65:2, 71:24, 90:21

download 50:4

downloaded 49:25

downward 24:23

dozens 75:22

draft 26:23, 26:25, 

55:23

drafted 53:11, 61:3, 

94:12, 94:18

dramatically 24:6

drastic 62:9

dropoff 66:17

due 6:20, 24:22, 

29:18

dueling 28:1

duplication 63:14

During 4:25, 11:21, 

12:15, 12:20, 

32:20, 88:21

dwarfed 42:2, 42:4, 

42:5

< E >

e-mailing 4:24

earlier 35:8, 43:10, 

54:3, 90:16

early 6:18, 44:18, 

53:4

easier 50:16, 50:23, 

51:24

ECF 68:22

echo 30:12

economic 81:2

economical 15:2

economically 12:4

economies 58:13, 

67:21

economy 29:4, 29:11

edits 54:7

effect 9:22, 29:7, 

55:14, 62:20

effective 64:1, 75:3

effectively 44:25, 

91:2

effects 93:14

efficiency 25:15

efficient 8:21

efficiently 7:16, 

65:22

effort 57:7, 66:12

efforts 6:21

either 45:21, 49:18, 

59:23, 63:13, 

66:18, 84:11, 

87:11

electric 13:11

electricity 89:20, 

89:22

electronic 4:12, 

4:16, 49:24, 

66:10, 66:25

electronically 51:6

elements 37:15, 

37:22, 38:20, 43:2

eligible 35:21

eliminate 28:5

embodied 8:15

emergency 12:15, 

12:16, 12:20

emphasize 82:19, 

91:5

emphasized 81:11

emphasizes 81:10

employed 58:5

employment 15:19, 

29:18

enacted 75:6

enactment 35:17

encompasses 77:22

encouraged 19:6, 

65:20

end 11:17, 26:19, 

33:9, 33:15, 

38:18, 51:3, 53:5, 

57:21, 73:1, 88:19

endeavoring 7:11

ended 41:13, 91:15

enforce 68:21, 

79:13, 94:2

enforced 42:12

enforcement 42:17, 

87:23

engaged 56:3

enjoining 14:15

enlarges 15:19

enough 51:21, 74:19, 

83:25

ensure 7:23, 19:4, 

60:4, 86:19

enter 14:1, 35:19, 

68:9, 69:16

entered 5:18, 13:1, 

35:21, 51:17, 

78:17, 96:13

entire 22:25

entities 9:13, 62:7, 

75:21, 75:22, 

76:16, 95:11, 

95:12

entitled 41:25, 

60:6, 70:24, 71:12

entitlement 29:20

entity 29:7, 29:13, 

71:8, 75:6, 80:16, 

80:17, 82:11, 

83:2, 83:6, 85:4, 

94:7, 95:3, 95:5

entry 58:15, 59:9, 

68:10, 68:23, 

79:6, 83:7

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 110 of 130
enumerates 38:19

epiphany 87:14

epitome 82:3

equation 27:25

ERS 75:15, 83:10, 

85:1, 85:4, 89:2

especially 91:1

Esq 1:44, 2:21

essential 24:18

essentially 78:10, 

88:10

establish 46:2

establishing 14:22

Estano 78:5

estate 91:24

estates 9:9, 9:13, 

9:18

et 1:16, 1:26, 1:40, 

29:18, 47:9, 70:13

evaluation 7:23, 

55:18

event 46:11, 79:20

events 24:22, 25:24

Eventually 72:16

everybody 29:24, 

39:24, 40:6, 65:1, 

71:2, 86:14

everyone 16:5, 

33:14, 56:4, 

57:11, 60:18, 

65:22, 99:5

everything 20:15, 

67:20

evils 58:25

exactly 19:12, 

38:15, 77:9

Examiner 2:26, 55:7, 

55:16, 55:20, 

56:13, 57:3, 

59:14, 59:15, 

59:23, 60:16, 

60:19, 61:7, 64:9, 

68:7, 68:8

examiners 60:16, 

97:11

example 18:5, 18:8, 

18:10, 48:7, 59:6, 

61:17, 62:8, 

64:11, 65:19, 

71:19, 76:10, 

92:10, 94:13, 

95:16

excellent 12:23, 

86:13

except 16:3

exception 72:25, 

77:16

Excess 35:16, 35:21, 

63:14, 66:22, 

81:10

exclusive 92:6, 

92:14

exclusively 33:6

executing 5:22

exempt 72:25, 77:13

exempted 84:1

exercise 72:23, 

83:16, 83:17, 

85:19, 86:2

exercises 12:19

exercising 89:21

Exhibit 50:15, 52:3, 

68:10

EXHIBITS 3:9, 65:19

exit 79:23

expand 18:2

expansive 80:4

expect 11:6, 13:6, 

26:17, 58:13, 

63:6, 63:7

expectation 67:20

expectations 57:1

expected 59:16

expenditures 11:21, 

63:22

expense 8:8, 67:19

expenses 90:6, 90:7

expensive 8:21, 

67:21

experience 34:23

expert 90:2

explain 59:21, 

88:11, 89:1

explained 57:5, 

89:19, 90:16

explanation 59:19, 

60:1, 67:11

exposure 97:8

expressed 20:4, 

23:14, 23:18, 

86:17

extend 20:12, 43:21

extended 6:9

extension 21:9

extensions 13:6

extensive 51:5, 56:3

extent 8:23, 10:8, 

10:24, 45:1, 

46:13, 58:10, 

58:12, 59:12, 

60:4, 61:16, 85:22

extraordinarily 84:6

extremely 6:20

eyebrows 67:10

< F >

facilitating 13:18

facing 24:24

fact 24:9, 62:23, 

71:10, 74:6, 97:5

factor 97:19

facts 28:18, 69:15, 

86:11

factual 37:24

failure 60:9

Fair 9:16, 19:9, 

21:14, 42:21, 

64:22

fairly 25:21, 56:3, 

57:11, 57:18, 63:9

faith 43:17, 70:22, 

70:23, 70:24

Faitoute 83:21

fall 24:14, 83:20

falls 83:9, 83:14

false 29:9

far 18:7, 28:12, 

30:21, 88:9

Farr 31:14

fashion 58:12

fast 51:21, 69:4

fate 26:6, 26:9

favor 9:17, 35:11, 

35:13, 70:5

favorite 72:9

features 4:19

February 60:24

federal 46:22, 

91:16, 91:24

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 111 of 130
fee-for-service 

67:15

feedback 13:16

feel 25:12

feeling 37:17

fees 58:14, 59:11, 

59:13, 61:14, 

62:25

felony 95:22

few 16:23, 17:5, 

22:24

fewer 62:17, 62:18, 

62:23, 66:19

FGIC 69:9

fight 22:14, 94:17

fighting 67:5

file 17:21

filed 6:11, 14:13, 

14:18, 20:6, 

36:12, 52:14, 

56:1, 56:19, 

57:14, 64:12, 

68:10, 69:10, 98:7

filing 36:24, 40:6, 

50:4, 55:22, 

55:25, 57:15, 

73:12, 73:20, 

73:22, 73:25

filings 38:5

final 21:3, 63:12

finally 10:7, 29:16, 

35:14, 39:3

Financial 1:9, 2:4, 

2:15, 19:3, 21:20, 

29:11, 43:21, 

60:12, 77:19, 

78:14, 81:5, 94:9

Financing 11:24, 

35:7

find 8:17, 37:9, 

77:21, 88:10, 

92:19, 93:19

findings 37:5, 38:6

Findlaw 67:15

fine 50:25, 51:23, 

52:1, 53:20, 54:5, 

64:10

finish 16:8, 79:20

finished 9:6, 92:22

firm 14:9, 67:2

firmly 33:20

First 5:16, 18:21, 

27:6, 29:25, 

31:11, 41:22, 

52:12, 60:23, 

61:15, 61:17, 

63:1, 66:21, 

68:25, 70:3, 70:8, 

72:21, 74:2, 

77:15, 78:6, 

79:21, 80:5, 

80:14, 91:6, 

92:18, 93:19, 

93:23

fit 77:5

five 15:9, 17:19, 

35:12, 53:6, 93:9, 

93:12

fix 23:23, 27:4

flag 87:18

flat 66:13

flaws 46:3

fleet 12:4

flight 49:13

floor 64:1, 64:5, 

65:25

flow 24:4, 24:6, 

81:7

focus 23:22, 71:23

focusing 9:8, 18:7

folklore 33:18

folks 18:17, 22:10

follow 51:24, 58:25, 

66:8

Following 13:12, 

16:14

follows 46:19

footnotes 37:10

Forgetting 72:7

forging 39:13

forgot 76:22

form 36:12, 37:6, 

38:18, 56:2, 59:9

formal 43:5, 55:15, 

56:2

formally 32:21

formation 28:19

formerly 8:5

formulated 43:6, 

45:14

forth 21:21, 24:20, 

55:24, 68:6, 86:1

Fortunately 12:21

Forty-six 22:9

forward 7:14, 9:23, 

12:2, 13:23, 

16:13, 25:16, 

26:7, 26:8, 28:11, 

31:1, 31:2, 31:4, 

32:11, 33:21, 

55:18, 58:14, 59:9

found 4:24, 79:23

four 6:25, 17:19, 

84:24

fourth 81:9

frame 46:21, 46:22

framed 48:22, 65:5

frankly 47:20

FRCP 53:9, 53:15

free 84:13

freezes 75:21, 88:22

frequently 59:10

front 28:1, 46:24, 

49:9

fruition 55:1

fuels 12:8

full 20:1, 69:24, 

71:15, 88:20

fully 12:13, 45:14

fulsome 45:19

functions 29:14, 

80:21

funds 35:16

furthering 14:6

future 5:2, 11:18, 

15:22, 87:15, 

98:19

< G >

Gallagher 31:14

gatekeeper 85:10

gather 21:9, 21:10

gathered 11:1

gathering 59:24

gave 18:17

General 5:16, 37:3, 

87:3, 90:5

generally 18:25, 

37:7

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 112 of 130
generation 12:3, 

12:4, 12:7, 12:10

gets 41:22, 43:25, 

72:16, 80:18

getting 22:20, 24:9, 

53:18, 70:5, 

70:16, 71:2, 

71:13, 78:1, 

80:15, 81:15, 

94:8, 96:18

Give 18:21, 22:5, 

40:6, 59:6, 92:23, 

97:3

given 35:17, 39:9, 

39:12, 40:21, 

48:5, 62:3, 62:11, 

64:9, 67:3, 95:3

giving 90:19, 90:22

glad 6:22, 11:8, 

11:11, 51:4, 77:9

global 95:2

goal 12:5, 31:4, 

82:12

goals 82:8

Gordon 2:11, 23:6, 

23:7, 23:9, 23:10, 

26:11, 27:5, 

31:16, 32:8

gosh 92:5

governing 89:16

Government 1:25, 

2:6, 8:5, 8:6, 

10:6, 12:17, 

28:22, 37:13, 

75:22, 75:25, 

80:16, 80:17, 

80:23, 81:3, 

89:15, 90:1

governmental 9:12, 

80:21

Governor 15:18, 

26:22, 26:24, 

87:23, 87:24, 

88:1, 88:5, 90:14, 

91:3

gracious 5:4

grant 48:15, 80:8

granted 68:9, 93:13

grasp 22:19

great 50:19, 85:6

greatly 15:19

green 72:3, 72:5

grid 12:6, 12:11, 

14:2

group 13:2, 73:16, 

73:21, 78:4, 78:9

groups 10:11, 36:18

guarantee 66:2

guaranteed 15:10

Guaranty 2:15

guess 42:23, 72:12, 

81:22

guidance 39:16

guide 27:18

gun 17:20

guys 76:15, 76:16, 

78:9, 78:10

< H >

half 16:2

handle 65:18, 66:14

hands 98:21

handy 49:16, 49:17

happen 9:24, 30:21, 

32:25, 45:9, 90:20

happened 49:13, 

91:13, 91:14, 92:1

happening 74:15, 

95:2

happy 17:23, 28:3, 

57:21

hard 25:6, 32:21, 

33:12, 79:24

hardship 29:23

head 78:8, 94:5

heading 76:8

headlines 42:10

hear 6:22, 11:8, 

11:11, 18:19, 

28:13, 44:1, 51:4, 

85:3, 85:11

heard 36:23, 44:20, 

44:21, 86:16, 

87:11, 93:20, 

93:22

HEARING 1:32, 4:21, 

7:8, 10:14, 24:15, 

27:8, 27:19, 45:4, 

46:19, 46:20, 

47:17, 51:10, 

51:11, 52:3, 52:6, 

53:1, 53:23, 54:4, 

54:14, 55:13, 

56:20, 61:17, 

65:8, 69:19, 70:9, 

70:20, 73:12, 

98:23, 98:24, 99:3

hearings 32:20, 

51:10, 61:20, 

62:16

heartened 85:3

heavily-negotiated 

31:22, 32:5

held 27:8, 29:10, 

48:16, 80:3

help 5:15, 6:20, 

13:24, 15:15, 

16:6, 30:15

helper 65:1, 65:3

helpful 49:16, 59:7

helping 30:16, 64:22

helps 15:23, 15:24

higher 29:25

highly 28:16

history 27:18

Hoc 2:10, 13:2, 

32:20

Hold 7:8, 19:23, 

35:12, 79:21, 

93:23

holder 6:15

holders 5:23

holding 20:21

Honorable 1:33, 

100:6

hope 6:17, 16:5, 

31:2, 59:20, 

62:21, 63:13, 

64:16, 64:17, 

94:11

hopefully 27:23, 

30:3, 45:3, 61:8, 

69:18

hopelessly 95:25

hopes 6:16, 17:21

hoping 15:20, 16:8, 

20:25

hour 66:13

HTA 26:20, 41:24, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 113 of 130
42:2, 75:15, 

84:25, 89:2, 90:21

huge 17:14, 42:5, 

72:8

hundred 28:3

hundred-zero 28:5

hurricane 12:14, 

81:1

< I >

idea 30:16, 40:7, 

85:6

identification 10:10

II 42:23, 82:22, 

82:25

III 1:8, 7:7, 9:13, 

28:20, 34:10, 

34:11, 39:5, 

40:22, 41:12, 

45:24, 46:7, 71:1, 

71:8, 74:23, 

75:20, 81:25, 

82:3, 83:5, 87:22, 

88:24, 89:13, 

90:13, 90:15, 

90:17, 91:1, 95:10

illegal 54:17

illogical 79:3

Imagine 61:23, 

81:14, 84:6

immunize 86:8

immunized 86:9

immunizes 86:5

impact 8:7, 19:4, 

25:7, 63:14, 

80:20, 80:22, 

89:10

impeded 48:21

impetus 15:11, 15:17

implement 43:7, 

78:19

implemented 12:20, 

58:12

implicate 45:17

implicated 98:4

implications 38:2

imply 77:21

important 17:1, 

86:4, 94:6

impose 55:8, 88:5

imposed 94:2

imposing 55:13, 60:4

impressive 34:24

improperly 19:2

improve 27:24

inadequate 25:2

inclination 46:18

include 10:1, 18:24, 

59:18

included 6:13, 35:5, 

36:24

includes 38:25, 

60:25, 87:5

including 4:19, 

4:22, 5:1, 5:19, 

6:13, 40:7, 89:2

inclusive 11:15

inconsistent 85:23, 

86:3

incorporated 35:24

increase 21:22, 

81:20, 81:23

indemnification 

43:15, 70:24, 

71:3, 71:11, 

71:12, 71:13, 

71:18, 71:20, 

71:22

indemnified 70:18, 

71:6, 71:12

Indian 91:9, 91:13, 

93:1

indicate 44:13

indicated 47:15

indicative 38:8

indirect 10:18

individual 8:19, 

8:20, 10:11, 

33:13, 82:11

individuals 26:3, 

26:9, 31:7

industry 13:16

influence 15:3, 

15:12

informal 56:25

informally 59:23

information 4:14, 

7:10, 10:16, 

10:17, 10:25, 

11:1, 11:6, 12:16, 

16:12, 27:3, 

34:14, 34:17, 

35:6, 59:25, 67:6

informative 19:20, 

20:6, 32:19, 55:9

Infrastructure 35:7

initial 47:4, 60:14

initiate 7:6, 93:25

initiating 94:1, 

94:4

injunctions 14:14, 

14:15

insight 47:24

insolvent 95:18, 

95:23

instances 19:22, 

65:13

instead 53:24

institutions 29:3, 

29:12, 43:21

instrumentalities 

8:6, 26:20, 41:17, 

41:21, 42:12, 

42:16, 75:8, 76:3, 

78:15, 81:4, 

83:23, 85:14, 

85:20, 96:15

insulate 72:24

Insurance 2:16

insured 5:25

insurers 5:20, 13:8

intend 34:10, 38:8, 

38:10, 48:5

intended 40:6, 64:4, 

79:17, 93:7

intends 7:5, 44:2

intent 24:13, 69:15, 

95:24

inter-debtor 18:2

interaction 31:1

interactive 17:11

intercompany 73:17

interest 4:6, 13:16, 

17:1, 22:15, 

25:14, 88:21

interesting 77:3

interests 15:1

interfere 33:4

interference 84:13

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 114 of 130
interim 55:16, 

60:24, 63:11, 

66:22, 66:23

intermittently 61:22

internally 59:4

internet 49:25, 50:7

interpret 78:19, 

79:14, 79:15

interpretation 33:13

interrogate 73:3

interrupt 9:5

intertwined 76:8, 

76:9

intervene 93:19

intra 73:16

introduction 58:4

invest 45:5

invested 29:3

investigate 19:24, 

69:15

investigation 6:24, 

8:17, 17:3, 17:7, 

17:9, 18:12

Investigations 6:25, 

7:5, 7:8, 7:11, 

8:3, 8:10, 9:1, 

9:15

investigative 43:13

investigator 17:16, 

17:18

invite 97:25

involved 15:3, 

21:21, 23:16, 

29:10, 75:24

involves 28:23

involving 70:12

Iron 83:21

IRP 13:19

irresponsible 28:16

IRS 91:20, 92:2

island 12:3, 12:10, 

29:2, 29:3, 30:2

issued 4:11, 34:12, 

43:5

issuer 9:12

issuing 54:22

item 68:20

items 23:23, 98:18

iteration 58:1

itself 21:18, 25:4, 

41:19, 76:20, 

82:24, 93:2

IV 77:4

< J >

jaded 72:12

jail 18:14

jamming 44:25

Jenner 23:7

job 16:8, 63:7

Joe 31:14

joined 32:23, 56:20

joint 20:12

Jointly 1:11

Joseph 2:13

Juan 1:44, 4:1, 4:7, 

7:9, 98:25

Judge 1:33, 1:34, 

20:11, 33:8, 

55:12, 96:2, 97:2, 

100:7

judges 96:25

judgment 28:1, 

46:17, 46:18, 

47:18, 47:19, 

49:5, 57:12, 88:3, 

88:6, 88:14

judgment. 53:10

judgments 9:21, 

90:24, 91:3, 96:13

judicial 4:10, 6:21, 

38:4

judiciously 67:18

July 66:7

jump 17:20

June 24:5, 24:23, 

62:18

junior 5:25, 64:18

jurisdiction 46:12, 

46:16, 47:5, 92:6, 

92:14

Justice 36:23

justified 57:5

justify 59:12

< K >

Katherine 2:27

Keep 99:5

keeping 12:5

keeps 24:9

key 37:24

Kim 7:3, 7:13, 8:16, 

10:16, 10:25, 

11:1, 17:9

kind 65:16, 79:2

Kirpalani 2:24, 

31:9, 31:11, 

32:13, 32:14, 

33:25

knowingly 82:22

knows 14:5, 17:10, 

24:4, 26:2

Kobre 7:3, 7:13, 

8:16, 10:16, 

10:25, 11:1, 17:9

< L >

labeled 87:4

Lady 2:21

landed 54:15

language 36:24, 

37:3, 47:12, 49:4, 

51:6, 51:8, 52:4, 

52:6, 52:7, 52:17, 

53:5, 58:3

large 27:18, 65:18

largely 7:7, 12:22, 

16:3

larger 12:12, 15:1, 

15:13, 15:16, 42:6

largest 15:8

last 10:13, 10:14, 

21:25, 33:8, 34:7, 

36:4, 66:6, 70:9, 

70:20

late 24:5

later 6:11, 42:14, 

53:23, 86:12

Laura 1:33, 100:7

law 13:18, 13:19, 

38:6, 42:6, 56:17, 

67:2, 76:14, 

77:12, 78:9, 78:11

laws 76:1, 76:6, 

90:2, 90:3

lawsuit 54:17

lawyers 94:12

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 115 of 130
layered 46:20

LC 35:8

leading 24:14, 82:21

learned 90:2

lease 14:20

least 8:21, 29:13, 

36:5, 43:19, 

45:16, 46:8, 83:5, 

93:24

leave 24:16, 25:20, 

40:23

leaving 74:11

led 23:17

left 19:2, 93:1

legal 37:23, 37:25, 

66:17, 66:19, 

67:9, 67:11, 86:11

legality 47:22

legislation 35:18, 

42:23, 42:24, 

43:7, 43:20, 

74:10, 75:10, 

75:17, 83:7, 

85:13, 85:23, 

86:8, 98:12

legislative 83:11

legislature 15:18, 

15:21, 75:6, 

76:13, 76:18

legitimate 82:8

lending 29:2

lent 82:16

less 22:16, 22:20, 

65:3

lessening 63:14

lesser 29:17

letter 59:2, 61:2

level 33:19, 34:25, 

76:1, 96:12

levels 12:12

Lexus 67:5

liabilities 42:9, 

88:4

liability 41:24, 

42:2, 42:6, 90:20, 

92:3, 92:15

life 82:16

lift 76:24, 78:2, 

96:6

lifted 97:18

light 10:10, 19:5, 

19:7, 72:3

likely 21:2

limitations 33:19

limited 4:22, 5:2, 

44:18, 48:5, 95:5

line 53:8, 54:7, 

67:25

lines 12:13

link 83:4

linkage 32:3

linked 23:20

liquidating 29:7

liquidation 94:7

list 39:3, 55:19

listed 5:15

litigants 28:3, 28:6

litigated 60:17, 

60:18, 61:8

litigating 92:9

litigation 14:11, 

14:21, 14:25, 

15:12, 16:4, 

17:21, 39:23, 

44:9, 57:18, 91:21

litigations 8:20

little 17:25, 31:23, 

47:20, 47:24, 

63:4, 63:5, 71:25, 

72:22, 73:4

live 7:10, 30:13, 

40:13, 56:5

LLP 86:24

loaded 4:18, 96:16

loan 11:16, 11:17, 

11:19, 42:2, 

90:10, 90:21

local 28:24, 29:11, 

29:12

locals 29:10

logical 15:2

long 16:25, 54:4

long-dated 30:20

longest 28:19

Look 17:13, 17:17, 

19:25, 31:1, 

58:16, 64:19, 

80:25, 91:9, 97:19

looked 39:12, 47:2

looking 40:4, 50:24, 

58:17, 60:22, 

63:18, 73:25, 91:7

looming 17:14

lot 15:11, 28:8, 

28:13, 29:2, 

29:10, 53:18, 

65:13, 72:14, 

91:21

lots 59:25, 65:19

love 22:22, 90:3, 

90:8

lower 64:16

Luc 1:43

< M >

maddeningly 72:1

magnitude 58:14

magnitudes 7:12

main 70:15

major 30:14

majority 11:21

maker 97:18

Management 1:10, 

56:7

mandate 8:16

mandatory 71:17

manner 10:18, 10:24, 

10:25

March 62:18

marching 33:21

Maria 2:17, 81:2

mark 54:9

market 13:14

Martin 1:40, 2:16, 

5:11, 26:15, 86:23

Massachusetts 91:10, 

91:17, 91:21, 

91:24, 92:5

matter 25:22, 41:23, 

42:8, 46:12, 

46:16, 57:16, 

68:14, 71:10, 

72:19, 81:14

matters 49:22, 56:7, 

62:2, 85:11

maximize 11:9

Mcmullin 77:15

mean 9:4, 25:11, 

45:7, 79:7, 84:5, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 116 of 130
88:23, 97:2

Meaning 19:14, 

76:16, 76:22, 

95:24

means 90:2

measures 37:19

mechanism 81:16

mediation 14:11, 

28:10

mediators 6:21, 16:7

meeting 43:13, 44:3, 

61:18, 75:15

Mellon 6:14, 35:6

members 4:6, 7:1, 

8:4, 17:8

memorandum 67:19

memos 56:25

mentioned 14:4

meritorious 8:23

merits 46:19, 46:20, 

48:1, 72:21, 80:1

met 38:11

method 8:22

meticulous 63:9

micromanage 90:4

micromanagement 90:8

microphone 31:24, 

69:7

mid 13:15

milestones 13:13

million 11:15, 

11:23, 72:11, 

72:14

millions 71:6, 71:14

mind 12:5, 41:2, 

47:25, 49:1, 79:8, 

85:18

mindful 9:16

Minias 2:13, 31:10, 

31:13, 31:14, 

31:25, 32:2, 32:12

minority 16:23

minute 19:23, 31:10, 

49:17, 74:12, 

78:2, 79:24, 95:15

minutes 16:23, 17:5, 

69:24

miraculously 66:18

misleading 22:13

mistakes 27:4

misunderstood 27:14

mode 60:3

modification 37:8, 

38:16, 41:14, 

51:11

modified 55:8

modify 47:10, 73:25

moment 31:6, 32:10, 

88:12, 92:23

Monday 33:2, 36:12, 

40:12, 52:19

monetary 89:10

money 19:2, 22:19, 

27:22, 29:10, 

72:14, 72:17, 

84:10, 84:14, 

89:22, 91:18, 

91:22, 91:23, 

92:7, 92:15, 

95:14, 95:18

monitoring 61:22

monoline 5:20, 13:8

month 11:22, 26:19

months 17:20

Moratorium 84:10

morning 4:5, 5:4, 

5:9, 5:10, 16:22, 

23:6, 23:9, 32:14, 

33:3, 34:3, 34:4, 

34:12, 55:10, 

55:11, 64:11, 

69:9, 80:10, 80:12

motions 14:12, 

14:19, 14:20, 

14:21, 28:2, 

32:19, 47:19

motive 94:21, 94:23

motives 81:1

Motorcycle 91:9, 

91:13, 93:1

mouth 80:14

Movants 1:28

move 9:17, 13:23, 

53:9, 69:4, 78:2, 

90:6, 96:6

moved 97:19

moving 11:13, 12:1, 

23:24, 24:11, 

25:16, 27:23, 

28:11, 51:13

multiple 97:1

multitude 33:12

municipal 35:14, 

35:23, 35:24, 

81:18, 82:9, 

82:14, 83:11

municipalities 

30:14, 30:15, 

30:16, 30:20, 

35:12, 35:16, 

35:21, 42:13, 

42:16, 76:3, 81:6, 

81:7, 81:8, 81:11, 

81:12, 81:15, 

81:18, 81:21, 

81:24, 83:18, 

84:15, 85:14

municipalities. 81:4

municipality 41:17

Myers 30:10, 34:5, 

44:23, 80:11

< N >

name 76:22

Namely 90:16

naming 14:12

narrative 47:14

narrow 77:16

nature 48:5, 56:13, 

95:8

near 11:25, 15:7, 

69:7

necessarily 11:2

necessary 13:22, 

42:19, 63:22, 

64:5, 64:18, 66:1, 

66:2, 67:8, 67:22, 

83:17, 86:12

necessitates 59:22

need 17:13, 29:25, 

31:23, 35:1, 35:2, 

39:20, 45:4, 50:3, 

52:2, 57:4, 59:18, 

61:21, 63:8, 65:3, 

65:17, 67:18, 

71:15, 76:11, 

84:1, 84:24, 

87:25, 89:4, 98:20

needed 19:16, 67:14, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 117 of 130
91:23, 91:25

needing 64:12

needle 9:17

needs 10:10, 19:5, 

39:24, 53:6, 

63:21, 65:1

nefarious 24:13

negative 29:17, 89:3

negotiate 15:1, 

15:13, 73:13

negotiated 33:12

negotiating 14:16

negotiation 42:11

negotiations 23:16, 

23:17

neither 37:14

net 42:17, 90:17, 

95:6

nevertheless 29:19, 

42:4

New 4:8, 6:14, 

20:23, 24:5, 

24:22, 27:3, 31:8, 

32:16, 34:1, 

39:13, 53:1, 53:3, 

60:15, 61:13, 

81:5, 98:21, 

98:23, 99:2

news 34:13, 36:3, 

36:7

Next 6:23, 20:10, 

20:23, 22:7, 

40:13, 40:17, 

41:23, 45:25, 

51:24, 68:20, 

72:16, 77:2, 

77:20, 78:7, 

79:15, 94:16, 

98:22

night 36:4

Nine 34:22, 89:13

Nine. 46:4

nobody 48:8, 81:17, 

93:15

nominal 22:11, 

22:12, 22:15

non-debtor 18:5

non-event 12:22

non-interference 

84:7

None 3:5, 3:11, 

32:25, 73:11, 

94:13

Nonetheless 56:1, 

56:16

nonspeakers 61:21

nor 4:14, 34:10, 

37:9, 37:14, 

80:21, 86:3

note 34:7, 34:19, 

35:1

notes 4:17, 4:18, 

98:21

nothing 46:23, 

52:10, 97:15

notice 38:4, 51:12, 

51:16, 52:3, 52:6, 

55:15, 57:11, 

66:11

notices 26:23

notification 57:9

notion 27:21, 73:4, 

79:9, 89:5

novel 66:19

November 46:20, 

46:21, 53:1, 53:4, 

54:4

Number 43:6, 43:14, 

43:18, 55:24, 

68:10, 68:23

< O >

O'melveny 30:10, 

34:5, 44:23, 80:11

objected 75:9

objecting 56:9

objection 36:19, 

44:20, 48:9, 

56:19, 57:16, 69:6

objections 17:21, 

36:21, 48:7, 

48:10, 48:14, 

56:2, 56:9, 56:11

objective 9:20, 

15:14

objectively 65:25, 

66:1

objectives 42:19

objectors 40:7

obligations 37:16, 

73:17

obscured 10:17

observed 4:23, 

67:21, 90:3

observing 4:7

obtain 35:18

obviate 85:15

Obviously 6:20, 

8:14, 10:23, 

20:18, 21:1, 

25:15, 29:6, 

31:16, 39:15, 

48:16, 48:18, 

48:23, 56:18, 

60:17, 61:25, 

62:5, 62:25, 70:6, 

94:19, 96:2

occur 6:18, 87:15

October 26:21, 54:3

odd 25:22

offered 3:5, 3:11, 

29:22

offerings 71:19

offhand 83:10

officers 43:15, 

95:22

offices 28:21

Official 1:42, 23:7, 

100:13

offset 90:9

often 59:25, 67:11

Okay 5:13, 19:19, 

20:15, 38:14, 

39:7, 40:9, 43:4, 

49:2, 49:7, 49:11, 

49:19, 50:12, 

51:3, 51:19, 

53:21, 54:6, 

58:21, 70:3, 

90:11, 97:22

Omni 10:14, 21:25, 

66:7

Omnibus 1:32, 32:20, 

55:13

Omnis 98:19

one. 60:17

ones 46:2

ongoing 13:9, 27:1, 

42:19, 99:3

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 118 of 130
online 7:10

open 23:24, 47:21, 

51:16

operate 65:21, 89:4, 

98:9

operating 11:14, 

97:11

operation 60:3, 

75:5, 80:22, 84:2, 

97:24

operational 11:20

operationally 29:14

operations 11:21, 

11:24, 12:1, 80:23

operators 14:1

opinion 47:23, 58:7

opportunity 12:23, 

25:14, 35:17, 

45:19, 62:11, 

85:15

opposed 9:9, 38:16, 

41:25, 47:18, 

67:13, 67:15, 

71:14, 93:13

oranges 82:5

Orders 4:11, 49:19, 

51:17, 52:17, 

63:12

ordinance 83:12

ordinary 73:8, 84:22

organization 12:18, 

80:22

original 22:2, 68:6

originally 56:3

Osmoa 76:23

others 32:17, 43:19, 

43:23, 82:12

otherwise 4:23, 

4:24, 6:9, 25:11, 

48:20

ought 19:7, 30:16

ourselves 67:17, 

90:17

outcome 28:5

outlined 59:3

outright 87:17

outset 27:2, 28:21, 

58:6, 59:15, 60:21

outside 4:13

outstanding 6:15, 

34:18, 34:20, 

34:24

overall 35:15, 

35:23, 37:2, 

42:18, 86:13

overarching 12:5

overwhelming 82:15

owed 84:12, 95:14

owes 84:12, 95:14

own 10:12, 60:19, 

91:7

< P >

P3 13:21, 13:24

package 35:24

packing 65:16

PAGE 3:3, 93:2

pages 39:10, 100:4

paid 22:18, 71:15

paint 29:7

papers 46:11, 80:19, 

95:16

parade 8:20

paragraph 52:8, 

52:16, 52:22, 

53:6, 53:7, 53:8, 

53:16, 53:22, 

58:19, 58:22, 

63:24

paragraphs 51:7, 

51:9, 52:5

paralegal 64:17

parallel 52:2, 52:6, 

52:7

paraphrase 19:9

paraphrasing 19:1

part 4:14, 8:9, 

12:8, 18:3, 27:12, 

27:25, 28:4, 35:3, 

35:14, 35:15, 

35:23, 36:1, 

36:25, 43:18, 

62:19, 73:15, 

82:1, 89:15

participant 62:6

participants 4:8

participating 28:9, 

34:18, 35:13, 64:7

participation 34:24, 

34:25, 69:10

particular 4:17, 

35:19, 58:1, 

61:13, 67:14, 81:1

particularly 7:19, 

16:11, 37:12, 

46:6, 58:23, 59:5

parties 4:6, 4:23, 

6:6, 6:9, 6:13, 

6:16, 7:2, 17:1, 

33:12, 37:13, 

38:1, 38:8, 38:9, 

38:10, 56:9, 57:18

Partnership 2:21, 

13:18, 13:22

parts 12:3, 23:24

party 19:18, 33:10, 

53:9

pass 76:1, 76:6, 

76:14, 77:7

past 19:8, 43:16

patience 54:8

Patio 5:20

Patios 28:24

pattern 20:21

pause 19:24

pay 76:11, 76:12, 

88:20, 90:5, 90:7, 

91:19, 94:25

paying 87:8, 87:10, 

89:22

payment 24:18, 

24:19, 87:15, 

89:23

payments 81:11, 

87:17, 95:20

peep 87:11

penalize 64:22

pending 77:12, 79:17

pennies 71:2

pension 76:12

pensioners 25:4

pensions 24:19

people 9:18, 15:15, 

15:23, 18:14, 

21:20, 31:3, 

43:22, 62:17, 

65:8, 65:14, 66:3, 

66:19, 67:4, 

70:17, 70:21, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 119 of 130
71:1, 71:11, 

74:18, 77:18, 

80:21, 88:8

per 64:1, 64:3, 66:3

percent 12:9, 12:11, 

12:12, 14:10, 

15:6, 28:3, 28:4, 

29:19, 29:23, 

34:17, 34:19, 

34:24, 35:20

percentage 22:24, 

28:23, 29:25

perception 67:4

Perfect 18:5, 18:8

performed 64:20, 

64:21

Perhaps 10:14, 

27:13, 27:14, 

43:19, 73:9, 88:8, 

90:24

period 20:13, 60:22, 

60:23, 60:24, 

66:22, 66:23

permanently 11:19

permission 49:23, 

50:4, 81:22

permit 96:11

permitted 4:22, 

85:11

person 4:13, 4:22, 

36:13, 44:21, 

61:21, 64:14, 

65:18, 67:12

personal 47:5

personally 10:21

persons 8:4

perspective 7:24, 

12:22, 17:2, 

20:18, 37:13, 

86:14

Peter 2:7, 30:10, 

44:23, 80:10

petition 73:21, 

73:23

petitions 7:7

phase 46:17, 46:19, 

47:14, 49:5

phone 60:1, 61:22, 

67:25

phrase 43:19

PHV 1:40, 1:43, 2:7, 

2:8, 2:11, 2:13, 

2:16, 2:17, 2:24, 

2:26, 2:27

pick 92:25

picked 51:7

picks 81:17

Pico 2:17

picture 16:6, 16:11, 

16:12, 17:24, 29:9

pie 15:2, 15:13, 

15:16, 15:19, 

22:2, 94:8

piecemeal 23:25, 

25:19

pin 94:5

pineapples 82:6

place 7:23, 19:17, 

55:14, 62:9, 63:1, 

68:16, 88:22, 

91:7, 95:24, 96:23

places 57:11

plain 43:6

planned 32:15

plans 14:16, 14:17, 

23:25, 26:18, 

26:20, 26:23, 

26:25, 27:3, 83:1, 

83:3

platform 31:4

play 45:22

pleading 41:23, 

89:19

pleadings 53:18, 

89:1

please 31:24, 50:1, 

69:2

plenty 21:23

plus 15:9, 64:2, 

82:16

PM 52:19, 99:7

point 6:3, 22:4, 

23:3, 25:3, 32:24, 

34:10, 37:21, 

38:7, 45:13, 

48:19, 55:2, 

62:14, 94:18, 

95:1, 96:4

point. 31:22, 32:5, 

44:6, 45:9, 71:23, 

74:14

pointed 78:22

points 22:24, 68:4, 

84:4, 86:4

police 83:16, 83:20, 

83:22

policies 4:11, 12:17

policy 81:13, 82:8

political 76:12, 

89:16

position 11:3, 

11:14, 33:21, 

37:14, 59:14, 

61:7, 88:24, 

88:25, 89:3, 89:4, 

90:17, 91:15, 

96:1, 97:6

positioned 7:2

positive 34:13, 

88:25, 89:3

possibilities 81:16

possibility 48:25, 

55:13

possible 7:17, 12:5, 

16:9, 16:13, 40:5, 

54:16, 56:8, 

81:22, 98:17

potential 7:12, 

36:21, 40:7, 46:15

potentially 45:15, 

73:21

Power 12:9, 12:11, 

78:19, 79:13, 

82:23, 83:16, 

83:20, 85:20, 

86:2, 90:22

powerful 84:7

powers 83:22, 89:15, 

89:16

practice 44:18

practices 58:13

pre-bankruptcy 70:25

pre-petition 71:4, 

87:9

precisely 37:11, 

37:22

preclude 46:13, 

46:15, 65:20, 

73:5, 79:9

predated 78:23

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 120 of 130
prefer 32:22, 40:12

preference 42:5, 

46:8, 95:17, 96:2, 

97:8

preferred 82:12

prejudice 44:16, 

47:1

prejudiced 45:21

preliminary 13:1, 

34:14

prematurely 43:24, 

45:21

premise 6:2, 22:2

premises 96:12

PREPA 11:13, 11:20, 

11:23, 12:1, 12:4, 

12:14, 12:19, 

12:23, 12:25, 

13:22, 14:1, 14:3, 

14:8, 26:20, 

41:24, 42:5, 

75:15, 79:21, 

85:1, 89:2, 89:20, 

89:21, 95:16

preparation 60:7

prepare 13:24

prepared 49:12, 

51:25, 70:9

preparedness 12:14, 

12:19

preparing 99:2

present 22:13

preserve 69:17

press 4:7, 4:23, 

34:12

pressure 63:4

presumption 55:19

presumptions 55:14, 

58:2, 58:4, 58:5, 

58:11, 67:19

presumptive 55:8, 

56:23

presumptuous 39:11

prevent 93:8

previewed 21:8

pricing 67:1, 67:6

primarily 15:22

primary 9:1, 56:8, 

56:11, 64:14

principally 41:2

principle 6:1, 22:3, 

31:20, 32:4, 

32:24, 43:8, 

60:15, 65:9, 

66:12, 93:12, 

93:13

principles 58:11, 

65:4

print 50:13, 50:14, 

50:15, 50:18

print-out 51:23

priorities 30:4

private 13:25, 82:12

privy 10:15

pro 27:20, 75:14

probably 8:21, 

20:23, 27:18, 

28:13, 28:19, 

28:24, 51:20, 

60:16

problem 17:18, 

19:13, 22:13, 

68:2, 72:4, 96:20

problematic 37:12

procedural 56:15, 

57:17, 58:25, 65:6

Procedure 14:20, 

53:19

procedures 7:23, 

12:20, 49:20

proceed 23:25, 

32:11, 36:5

proceeding 5:1, 

13:11, 13:19, 

19:17, 23:19, 

36:2, 46:14, 

48:17, 54:14, 

55:1, 64:8, 65:6, 

65:19, 77:3, 77:5, 

77:12, 77:17, 

77:22, 86:6, 93:20

Proceedings 2:48, 

4:15, 5:5, 7:19, 

16:14, 31:5, 

68:19, 99:7, 100:6

produced 2:48

professional 59:11, 

59:24, 63:15, 64:8

professionals 55:14, 

55:21, 55:24, 

56:1, 56:12, 57:1, 

57:8, 57:20, 59:2, 

59:7, 59:12, 

59:16, 59:20, 

60:5, 60:12, 

60:20, 60:25, 

61:4, 62:11, 63:7, 

64:7, 64:24, 

65:17, 65:20, 

67:7, 67:17

profit-making 82:12

program 27:13

progress 6:19, 

14:11, 16:1, 16:7, 

16:17, 25:23, 

28:16

projected 22:21, 

27:22

projections 22:1, 

24:3, 24:6

PROMESA 1:8, 1:26, 

8:16, 42:23, 

42:25, 43:3, 46:3, 

62:4, 75:9

promise 27:24

promptly 51:25, 

98:16

proper 30:19, 76:24

properly 32:23, 

74:19

property 85:12, 

89:21

prophylactic 62:20

prophylactically 

63:13

proposal 44:17, 

45:2, 47:15, 

50:24, 51:2, 51:7, 

54:1, 66:11, 74:7

proposals 12:3, 

40:24, 44:10

propose 19:15, 24:16

Proposed 14:6, 

18:23, 25:8, 26:2, 

26:6, 36:12, 37:4, 

37:7, 37:21, 38:3, 

38:6, 39:6, 40:2, 

40:6, 40:23, 49:4, 

53:25, 55:25, 68:9

proposition 83:24, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 121 of 130
93:3

propositions 93:18

proprietary 67:1, 

67:6

pros 27:7, 28:7

prosecutorial 10:2

Proskauer 5:11, 

26:15, 86:24

prospect 14:9, 15:6, 

21:10, 46:9

protect 15:1, 72:15, 

76:9, 78:13, 

78:14, 92:14

protected 82:3, 

83:13, 84:2, 

84:17, 89:16, 

90:21

protecting 82:9, 

90:20

protection 67:1, 

76:7, 88:18, 88:23

protections 57:17, 

84:8

protects 77:24

protocol 33:13

provide 5:13, 5:15, 

7:10, 28:18, 29:1, 

38:7, 64:15, 81:5, 

81:7, 93:7

provided 12:23, 

13:16, 67:25

providers 66:25

provides 24:18, 

28:8, 29:19

providing 83:22

provision 80:20, 

84:7, 94:13

provisioning 83:17

provisions 73:18, 

79:22, 81:24, 86:6

PSA 5:22

PSTBA 22:7

public 4:7, 7:8, 

34:13, 38:1, 

43:12, 44:3, 57:2, 

63:18, 81:3, 

81:13, 82:8

Public-private 

13:17, 13:21

publicly 16:13

PUERTO 1:3, 1:11, 

1:16, 1:40, 2:3, 

4:1, 4:9, 9:19, 

15:15, 15:23, 

29:4, 30:15, 31:4, 

35:7, 42:6, 80:21, 

81:2, 81:3, 90:2, 

99:1, 100:2

punish 77:17

pure 79:18

purely 77:18, 94:8

purpose 56:24, 57:8, 

57:9, 60:3, 78:11

purposes 30:14

pursuant 13:20, 

33:16

pursue 18:20, 19:6, 

19:25, 48:3, 48:9, 

71:10

pursuing 12:6, 19:7, 

69:6, 73:6

pursuit 79:10

purview 33:6

pushing 26:7, 26:8, 

95:24

Put 25:6, 38:9, 

38:12, 45:21, 

63:4, 67:18, 

70:13, 71:8, 90:5, 

96:1, 96:23

putting 14:19, 51:18

puzzled 47:20

< Q >

qualification 34:16, 

36:6

qualifications 13:25

qualify 83:12

qualifying 37:8, 

38:16, 41:14, 

51:11

question 54:19, 

58:10, 63:3, 64:4, 

65:2, 66:6, 70:8, 

74:9, 93:4, 93:6, 

96:16

questioned 54:16

questions 7:14, 

36:11, 40:20, 

41:1, 44:5, 44:13, 

44:15, 57:22, 

57:25, 63:24, 

64:10, 67:23, 

92:22

queuing 74:12

quickly 7:16, 16:8, 

51:13, 77:2, 92:25

quid 75:14

quite 23:25, 68:4

quizzical 25:20

quo 75:14

< R >

radar 16:3

raise 25:12, 44:1, 

59:23, 67:10, 

87:18, 91:6, 

91:11, 92:11, 

93:5, 94:14, 

95:11, 98:2

raised 7:19, 10:24, 

17:15, 18:1, 33:2, 

38:22, 40:22, 

54:19, 56:20, 

58:10, 61:4, 

64:25, 66:9, 92:12

raises 67:10, 94:25

raising 32:19, 47:4

ramp 79:23

range 7:21, 72:10

rate 22:14, 64:17

rather 9:12, 37:4, 

54:2, 85:9, 97:20

rationale 28:9

rationally 15:13

Re 1:6, 1:22

re-org 27:18

reach 69:18, 92:17

reached 6:1, 13:7, 

31:20, 32:9

reaching 15:7, 36:19

read 45:13, 47:15, 

55:4, 63:24, 79:8, 

92:12

reading 11:3, 46:3, 

58:15

ready 44:9, 61:3

real 16:7, 72:16, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 122 of 130
82:16

realistic 7:12

realize 39:17

realized 7:16

really 15:17, 18:3, 

18:7, 20:21, 33:2, 

41:24, 42:8, 

43:12, 54:25, 

67:2, 71:22, 

82:10, 82:19, 

83:18, 91:22

realm 63:15

reamortization 81:12

reason 15:2, 81:13, 

88:16, 95:12

reasonable 62:6, 

64:14, 88:8, 88:10

reasonableness 

55:15, 57:12, 

59:13, 60:11

reasons 25:18, 68:6, 

83:9, 86:9, 90:16

reassurance 63:17

rebuttal 69:25

recall 73:11

receipts 11:20

receive 95:18, 95:22

received 35:10, 

36:25, 56:9, 95:17

receiver 92:1

receivership 91:16

recent 13:13

recently 7:20, 

12:16, 13:23, 

64:12

recertified 79:4, 

79:5

recess 68:18

recognizes 64:10

recognizing 57:11, 

64:6

reconvene 68:16

reconvened. 68:19

record 4:14, 31:17, 

31:19, 32:2, 32:6, 

38:1, 68:8, 79:19

recorded 2:48

recording 4:21

recovery 71:14

red 87:18

redacted 10:17

redline 57:7

reduce 11:19, 23:24

reduced 24:6

reduction 58:14, 

81:7

reductions 62:9

refer 4:18, 10:5, 

22:6, 80:3

reference 25:15

referenced 29:17

references 37:10

referrals 10:1

referred 37:8, 53:19

referring 41:16

refers 38:4

reflected 66:7

reformulate 39:16

refuge 77:21

regard 53:20

regarding 23:11, 

54:13, 56:4, 58:3, 

66:9, 72:20

regardless 25:24

regards 47:7

regulate 76:2, 82:23

regulated 80:17

rehearsed 46:10

reigned 67:4

reinvestment 24:19

relate 46:1

related 32:25, 

40:20, 46:7, 

46:16, 49:22, 

56:12, 57:23, 

58:22, 69:15

relating 6:15, 

49:21, 85:12

relation 22:2, 46:3

relationship 62:3, 

73:25, 78:15

relative 24:7

release 34:12, 70:17

released 43:16, 

43:24

releases 18:17, 

18:21, 18:24, 

19:14, 19:15, 

26:2, 38:21, 39:4, 

39:6, 43:9, 43:12, 

70:13, 70:15, 

72:7, 86:13, 86:19

releasing 43:20

relevant 86:15

relief 30:20, 35:15, 

35:24, 56:14, 

73:12, 81:6, 81:8, 

81:15, 91:12

remainder 83:19

remaining 98:18

remains 63:12

remarks 21:11, 

30:12, 41:4, 

57:21, 57:24

remedying 60:13

remember 33:16, 

82:19, 94:6

remind 4:10

repay 84:11, 84:12

repayments 11:18

repealed 84:9

repeat 20:15

Reply 52:18, 54:2

report 5:6, 5:14, 

7:3, 7:16, 8:15, 

10:18, 11:3, 

16:18, 16:23, 

18:15, 18:21, 

18:22, 19:19, 

19:21, 25:23, 

28:21, 34:2, 

35:10, 35:11, 

36:7, 36:16, 

43:13, 59:24

reported 7:13

Reporter 100:13

reporting 40:23, 

64:25

reports 59:1, 59:2, 

61:2, 61:3

repository 4:14

represent 58:11, 

75:23, 96:14

representation 

10:15, 93:11

representative 1:13, 

29:22, 41:11, 

62:1, 85:10

representatives 

17:12, 17:13, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 123 of 130
38:24, 43:20

represents 6:20

request 10:6, 13:24, 

78:18, 94:4

requested 14:14, 

14:15, 56:14, 

67:24

requests 5:3, 10:2, 

12:2, 55:18

require 11:24, 34:20

required 37:14, 85:8

requirements 36:6

requires 60:8, 85:2

requisite 34:15

research 66:10, 

66:18, 66:25, 

67:10, 67:12, 

67:13, 67:21

researched 67:14

reservation 78:18

reserve 25:13, 32:7, 

32:22, 69:25, 

86:12

reserving 31:18

resiliency 12:6

resolutions 31:2

resolve 20:25, 

36:20, 73:6

resolved 8:22, 11:7, 

56:7, 69:10

resonate 70:19

resources 12:7, 

24:16, 26:8, 45:5, 

63:8, 66:20, 67:18

respect 5:20, 6:23, 

8:7, 11:13, 12:1, 

12:14, 12:25, 

13:10, 14:9, 22:1, 

27:6, 32:7, 35:14, 

43:9, 44:13, 

47:14, 60:5, 61:4, 

61:20, 69:19, 

81:10, 88:7, 93:14

respective 6:2, 9:13

respond 27:5, 30:6, 

58:6, 59:25

responding 32:21

response 12:24, 

17:16, 44:17, 

53:24, 67:11, 

70:16

responses 12:2, 

12:18, 45:14

responsibilities 

7:22, 64:2

restored 12:9

restrict 83:5

restructured 15:7

resubmit 40:2

result 13:17, 58:15, 

62:19, 76:7, 81:6, 

98:12

results 19:14, 35:1, 

35:2

retained 13:24

retaining 12:6

retention 28:21

Retiree 2:10

Retirees 21:5, 23:8, 

23:15, 25:13, 

25:17, 26:5, 26:9, 

28:14, 29:19, 

29:22, 30:13, 

33:9, 87:4, 87:6, 

87:7, 87:10, 90:25

retransmission 4:21

retrieve 49:24

retrospective 58:24, 

61:10

returns 36:8

revenue 90:5

reverse 5:14

review 40:3, 42:23, 

75:10, 96:11, 

96:12

reviewed 55:17

reviewing 12:2

revise 39:8

Revised 24:10, 

24:23, 26:18, 

26:25, 40:2, 

58:16, 68:9

revising 26:19

revision 58:3, 63:25

revisions 56:4, 57:6

Rfps 12:2

RICO 1:3, 1:11, 

1:16, 1:40, 2:3, 

4:1, 4:9, 9:19, 

15:16, 15:23, 

29:4, 30:15, 31:4, 

35:7, 42:6, 80:21, 

81:3, 90:2, 99:1, 

100:2

rights 25:1, 25:13, 

31:18, 32:7, 

69:17, 76:2, 

77:13, 78:18

ripen 73:14

risk 38:12

road 14:23, 15:4

Robert 2:11, 23:7

robust 58:12

role 33:10, 34:9, 

41:11, 62:3, 64:15

roles 16:2

rolled 46:11, 73:8

rolling 46:15, 52:11

Rose 5:12, 26:15, 

86:24

rounds 46:5, 46:6

routine 14:19

rowing 31:3

RSA 12:25, 25:17

Rule 44:18, 47:2, 

47:4, 53:15, 68:1, 

93:19

Rules 14:23, 15:4, 

53:19

ruling 47:10, 56:18, 

56:21, 80:5, 91:22

rulings 45:10, 62:20

run 12:4, 14:2, 

92:21

rushed 29:8

< S >

S/ 100:11

safe 99:5

salutary 82:14, 

93:14

San 4:1, 4:7, 7:9, 

98:25

sanctions 5:1

satisfying 67:17

saw 20:11, 20:16

saying 24:25, 54:17, 

71:5, 72:24, 

74:10, 74:17, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 124 of 130
77:6, 78:2, 79:12, 

79:23, 79:24, 

84:20, 89:8, 

89:11, 92:14, 

94:13, 97:2

says 19:19, 19:22, 

45:3, 45:7, 51:10, 

64:2, 76:14, 

76:23, 81:1, 

84:19, 84:24, 

93:4, 94:10, 95:4, 

95:13

scenario 47:25, 

54:25

scenarios 73:11

schedule 13:11, 

13:14, 13:20, 

44:9, 46:22, 

47:10, 49:25, 52:8

scheduled 44:19, 

44:20, 98:23

schedules 81:12

scheduling 40:24, 

52:13, 54:1

scope 33:4, 38:1, 

38:23, 86:19

score 85:24

search 12:8

Second 9:20, 43:9, 

44:25, 47:14, 

49:4, 50:20, 53:8, 

64:14, 72:7, 

76:22, 78:5, 

81:20, 87:22, 

95:19

Section 71:16, 

88:11, 89:14, 

89:16, 94:22, 95:4

sector 13:11

secured 88:20

securities 6:4, 

71:18

Seeing 31:1, 66:23, 

73:12, 98:21

seek 48:5

seeking 58:6

seem 47:6

seemed 47:3, 70:19

seems 25:22, 25:23, 

63:25, 73:4, 

73:20, 79:2, 85:15

seen 10:21, 19:20, 

63:13, 66:17

segment 68:25

self-inflicted 70:21

selfish 18:3

Senior 2:23, 5:24, 

33:24

sense 25:25, 30:17, 

31:2, 52:12, 

54:15, 70:21

sent 26:23

separate 9:24, 

45:17, 74:17

September 38:3, 44:3

sequencing 25:24

serious 47:6

seriously 56:6

serve 29:15, 37:5

served 29:15

service 11:20, 

12:13, 47:5, 47:8, 

81:23

services 24:18, 

80:20, 81:18, 82:9

serving 67:6

set 18:23, 22:7, 

25:1, 45:5, 68:6, 

96:8

setoff 72:23, 73:1, 

77:7, 87:15, 

88:19, 98:10

setoffs 88:16, 

88:21, 89:6

sets 76:14

setting 67:15

settle 81:10

settlement 5:25, 

6:10, 75:13, 

75:18, 84:24, 85:9

settling 85:1

seven 53:23

severable 83:18

several 7:25, 12:2

share 56:13

sheet 6:4, 6:7, 

23:18, 24:2, 24:7

shined 19:5

shoes 64:9

short 81:8

shot 30:5

show 9:23, 28:16, 

92:18

shows 79:17

shut 76:10

side 90:14, 90:20

sides 96:4

Siemens 2:19

sign 75:3

signals 4:19

signatory 33:13

signed 13:18, 18:10, 

20:11, 33:12

significant 13:15, 

19:4, 25:7, 64:2, 

65:10, 66:17, 

81:5, 81:6

silence 55:4

similar 23:13

similarly 62:2, 

73:15

simple 7:14

simply 24:10, 25:6, 

26:1, 65:11, 82:13

single 37:18, 62:7

sir 23:5

sit 65:2

sitting 54:24, 64:22

situated 62:1, 62:3

situation 24:24, 

46:23, 64:13, 

81:2, 82:7

situations 64:19, 

65:17, 73:19, 

73:20

six 14:15, 17:19, 

35:12, 53:7, 

69:25, 93:3, 93:9

size 22:2

slow 71:24

slower 31:23

smaller 42:4

solicit 13:25

solicited 37:20, 

74:19

soliciting 14:7

somebody 73:23

somehow 71:21, 

91:15, 92:1

someone 8:24, 9:22, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 125 of 130
11:2, 64:16, 

64:21, 67:13, 

89:20

sometimes 59:20

somewhat 5:14, 23:13

Sonix 97:19

soon 40:5

Sorry 9:4, 22:8, 

27:14, 31:6, 

31:11, 44:12, 

50:12, 53:14, 

85:25

sort 52:4, 58:7, 

62:11, 64:13, 

66:12

SOSLAND 2:16, 68:24, 

69:5, 69:8, 69:9, 

69:17, 69:20

sought 35:9, 37:14, 

37:24

sounding 13:14

source 4:13, 11:2

sovereign 83:2, 

85:20

space 93:7

speaker 61:21, 64:2, 

64:3, 64:15, 66:3

speakers 34:1

speaking 67:25

speaks 11:1, 38:3, 

65:1

Special 6:25, 7:5, 

7:8, 7:11, 8:2, 

8:10, 9:1, 9:15

specific 8:2, 30:13, 

38:13, 46:1, 

47:12, 58:21

specifically 20:7, 

38:19, 44:13, 

97:10

specifies 37:19

speculate 94:15

speculation 79:18

speed 7:15, 69:2

spell 48:6

spelling 37:22

spend 59:24

spent 60:25, 63:18, 

74:20

spin 94:19

split 22:6, 22:8

splitting 68:25

spoken 10:17

sponte 92:13

spring 23:16

STADLER 2:27, 55:10, 

55:11, 55:12, 

58:8, 58:18, 

58:21, 63:20, 

64:6, 66:4, 66:16, 

68:2, 68:3, 68:12, 

68:13

staff 65:21, 99:1

stand 65:2, 93:3, 

93:12, 93:17

Standard 52:20, 

53:2, 56:23, 

59:19, 61:11, 

61:19, 61:23, 

62:5, 63:10, 64:23

standards 34:20, 

38:9, 38:11, 55:8, 

55:15, 55:20, 

57:2, 57:3, 57:4, 

58:5, 59:3, 59:4, 

59:15, 59:17, 

59:18, 59:22, 

62:12, 62:13, 65:5

start 5:17, 8:2, 

8:19, 9:3, 17:3, 

17:21, 37:6, 

69:24, 70:1

started 28:20, 

46:10, 87:19

starting 6:2

state 76:1, 76:6, 

78:15

statement 6:10, 

28:17, 47:24, 

81:1, 94:21, 

94:23, 97:9

statements 21:10, 

32:8, 32:20

States 1:1, 1:34, 

76:3, 100:7

status 5:14, 5:16, 

12:25, 23:12

statute 8:16, 10:8, 

75:2, 75:4, 75:5, 

76:20, 78:13, 

90:11, 94:10, 

95:3, 95:9, 95:17, 

95:21

statutes 94:11, 

94:18, 94:20

statutory 7:20, 

29:22, 33:22

stayed 88:16

steal 97:3

steam 20:1

Steel 83:21

stenography 2:48

steps 8:1, 41:14, 

42:15

stipulation 33:11, 

33:14, 33:17

Stockton 76:5, 78:8, 

78:9, 80:2, 82:5, 

84:23

stone 25:1

stop 92:8

Storm 12:21

straight 30:4

Strange 87:10

streamed 7:10

strict 61:14

strike 39:10

structural 13:7, 

96:20, 97:21

structure 7:20, 

22:20, 74:15, 

75:12, 77:6

structured 74:24, 

96:14

sua 92:13

Suarez 78:6

subcommittee 17:3

subdivisions 76:2

subject 5:1, 46:12, 

46:15, 78:25, 

82:22, 88:17, 

88:22

submission 60:7, 

68:7

submissions 49:6, 

60:14

submit 59:16, 59:21, 

60:10

submits 82:23

submitted 26:22, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 126 of 130
26:24, 56:3, 57:6, 

57:10, 73:9

subordinates 71:17

subset 8:3, 23:22, 

23:23

substantial 24:10

substantive 14:20

subsumes 53:17

successful 9:11, 

13:17, 21:13, 

67:16

suddenly 87:14, 

87:16, 88:12

sued 78:1

suffer 25:4

Suffice 27:21, 

32:18, 42:15, 

43:14

sufficient 60:2

sufficiently 38:8

suggest 26:1, 26:4, 

52:22, 53:7, 68:15

suggestions 47:13

suing 90:21

sum 14:3

summary 13:12, 28:1, 

46:16, 46:18, 

47:18, 47:19, 

49:5, 53:10

summer 12:20, 78:24

sunshine 11:10

superb 99:3

Support 5:18, 5:23, 

6:3, 6:7, 6:8, 

6:13, 6:16, 13:2, 

13:4, 21:6, 28:10, 

32:9, 64:15, 

65:11, 82:15, 99:3

supported 35:8

supporting 61:21

supports 41:15

supposed 49:12

Supreme 60:18

surfaced 16:4

surpluses 24:4

surprised 70:4

survival 42:20

survives 46:14

Susheel 2:24

sustainability 29:18

SUT 22:8

Suzzanne 2:8, 34:5

Swain 1:33, 100:7

switch 31:9

< T >

tab 81:17

table 19:2

Tacoronte 50:14

taken. 68:18

talks 82:22

target 24:11, 27:23, 

40:8

task 72:15

tasks 13:23

tax 91:24, 91:25, 

92:2, 92:8, 92:14

Taylor 1:33, 100:7

technical 89:11, 

89:18, 95:13, 98:5

technicalities 88:11

technicality 88:12, 

88:15, 89:7

technically 89:8

teed 28:15

telephonic 4:8

template 38:7, 66:12

ten 20:24, 39:10

ten-minute 68:15

Tenth 91:21, 92:5, 

92:7, 92:15

term 6:3, 6:7, 

11:17, 11:25, 

15:7, 23:18, 24:2, 

24:7, 38:23, 81:8, 

87:24, 88:1, 88:2, 

88:13

terms 5:20, 6:8, 

38:4, 97:24

territory 39:18, 

76:1

texting 4:24

themselves 56:10, 

60:13, 62:13, 96:1

theories 89:11

theory 18:16, 73:17, 

74:23, 77:23, 

89:19

there'd 47:6

thereof 5:15

thereunder 24:4

They've 74:16, 90:9, 

90:20, 97:5

thinking 15:25, 

47:1, 48:4, 97:8

thinks 54:20

third 60:24, 66:23, 

81:22

thoroughly 57:5

though 19:13, 37:4, 

84:5, 95:10

thoughts 88:7

three 5:19, 5:24, 

14:19, 14:20, 

32:24, 51:9, 52:5, 

52:23, 62:16, 

81:16, 82:16

three. 51:8

threshold 46:24, 

91:5

throughout 7:19, 

87:9

Thursday 40:13, 

40:17

thwarting 79:2

tie 31:20

tighten 63:5

timekeeper 64:3

timekeepers 64:1, 

66:15

timing 25:22, 40:4, 

44:24

Titles 82:22, 82:25

today 5:5, 15:5, 

16:1, 25:12, 

25:16, 40:16, 

54:25, 62:17, 

68:8, 98:22, 99:3

together 31:3, 

82:19, 98:20

tone-deaf 26:7

took 42:15

tools 67:21

top 46:20, 71:16

topic 5:16, 43:10

topics 17:24

total 14:11, 50:25

touching 77:8

toward 14:22, 23:25, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 127 of 130
31:3

town 83:11

tracing 37:10

trade-offs 41:15

transaction 18:23, 

19:3, 19:16, 

37:23, 38:20, 

41:12, 47:16, 

47:17, 47:22, 

70:7, 71:4, 73:14, 

79:2, 79:10, 

83:19, 84:18, 

86:14, 94:9, 96:5

transactions 37:19, 

71:18, 75:16, 

89:25, 90:13, 

90:16

transcribed 51:22

Transcript 2:48, 

51:20, 51:25, 

64:19, 64:21, 

100:4

transcription 100:5

transform 13:11

transformation 

13:10, 13:18, 

13:23

translate 88:23

transmission 12:13, 

14:2

transparent 11:2

Transportation 2:20

travels 99:5

Treasury 29:14

treat 88:4

treated 72:9

tricky 8:15

tried 56:17, 84:10

triggered 57:25

triggers 98:8

Tropical 12:21

true 75:11, 77:25, 

97:12, 100:5

truly 47:3

Trustee 35:6, 91:2

Trustees 97:1, 97:11

try 21:12

trying 17:20, 39:10, 

56:8, 88:10

Tuesday 7:9, 43:12, 

43:22, 53:2

turn 34:2, 44:9, 

46:21

turned 4:16, 4:20, 

36:16

tweaks 51:1

Twenty-nine 14:14

twice 79:5

two 20:12, 28:2, 

43:18, 45:16, 

46:5, 46:6, 49:19, 

50:18, 51:7, 51:9, 

52:5, 57:7, 58:19, 

58:22, 61:15, 

61:17, 61:18, 

62:7, 64:1, 65:7, 

66:2, 75:22, 

76:14, 79:11, 

83:4, 87:20, 91:18

two-thirds 34:21

two-year 7:6

type 34:25, 63:23

types 64:7

< U >

UCC 43:19, 50:24, 

51:1, 69:10, 87:4, 

87:5, 87:23, 90:24

UHLAND 2:8, 34:3, 

34:4, 34:5, 36:9, 

36:14, 36:17, 

38:14, 39:7, 

39:15, 39:19, 

39:22, 40:1, 40:9, 

40:11, 40:14, 

40:18, 40:25, 

41:3, 41:6, 69:13, 

69:22

ultimate 97:17

ultimately 19:16, 

32:25, 57:13, 

63:12

unaffordable 24:7

uncharted 39:17

underbrush 72:20

underlying 69:16

understand 17:2, 

20:22, 25:6, 31:7, 

38:1, 39:22, 

47:10, 58:6, 59:7, 

67:24, 97:14

understanding 6:7, 

38:23, 39:2

Understood 49:1, 

55:3, 66:1

undertaking 47:16

underwriters 39:1

unfair 30:5, 93:8

unfortunately 21:2

uninsured 13:2

union 87:6

unions 87:6

unique 90:1

uniquely 61:25, 62:2

United 1:1, 1:34, 

100:6

Unless 4:17, 6:9, 

74:16, 92:21

Unlike 97:13

unnecessary 45:10

unreasonable 65:11

Unsecured 1:43

unseemly 26:7

unthinkable 81:17, 

81:19

until 32:23, 47:17, 

48:17, 56:19

unusual 7:20

up-front 35:18

updated 12:15, 13:13

UPR 26:18

urgent 25:22

urging 15:18

useful 11:2

using 4:17, 63:8, 

63:9, 67:17

usual 98:24

utilizing 66:19

< V >

vacuum 25:9

value 9:8, 9:17, 

9:24, 22:13, 90:19

variations 46:7

variety 86:9, 86:11

various 7:22, 13:7, 

19:21, 25:18, 

26:3, 29:11, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 128 of 130
38:22, 83:7, 

83:23, 96:15

vendor 87:8, 87:9, 

95:1

vendors 87:6

venue 47:5, 47:9

verbatim 36:24

verified 35:2

verify 67:2

versions 50:16

versus 62:7, 89:3

via 93:24

vibration 4:19

video 98:24

view 29:12, 37:21, 

38:7, 56:14, 60:9, 

61:10, 61:11, 

64:13, 80:4, 84:5, 

84:9, 89:13

viewed 41:23

viewpoint 9:15

views 60:19, 74:17

violate 84:16

violated 76:21

violating 89:20

violation 26:24, 

72:22, 77:1, 

87:17, 89:9, 

89:12, 89:18, 

90:12, 91:11, 

92:11, 92:20, 

93:5, 93:21, 98:5

violations 87:12, 

87:21

violative 73:22

virtue 19:2

voiced 56:2

vote 34:21, 35:6, 

35:10, 74:18

voted 34:18, 35:13, 

70:5, 70:7

votes 14:7, 33:23, 

34:15, 35:5

voting 19:16, 19:18, 

34:21, 34:25, 

35:1, 35:2, 36:4, 

36:5, 36:8

vying 91:18

< W >

Wait 19:23, 30:16, 

30:20, 78:2, 

79:24, 95:14

waited 17:6

waiting 17:19

waive 45:22

waived 46:13, 47:3

waiver 47:2, 78:20

Walker 100:11, 

100:12

walking 39:17

wanted 15:13, 20:3, 

23:2, 40:23, 44:1, 

49:1, 56:16

wants 90:14, 90:15

warm 5:4

warranted 9:21

waste 63:14, 65:22, 

81:18

wasteful 45:1

water 76:10, 76:11

watershed 32:10

wax 77:23

ways 7:25, 24:10, 

36:20, 38:22, 

65:15, 85:3

Wednesday 40:13

week 35:9, 40:10, 

45:25

weekly 11:22, 12:10

weigh 34:6

weighed 25:18, 26:3

weighty 26:12, 65:10

welcome 4:6, 5:4

well-established 

60:20

Westlaw 67:5

whatever 48:11, 

53:19

whenever 56:8

Whether 7:1, 8:7, 

8:23, 14:21, 19:1, 

19:2, 19:3, 25:24, 

38:25, 39:1, 39:3, 

42:24, 45:4, 

47:25, 60:1, 64:4, 

65:2, 65:3, 67:3, 

83:6, 83:16, 

85:22, 97:15, 

97:16, 97:18, 

98:6, 98:8

whoever 44:16

whole 74:15, 77:22, 

98:11

whole-- 76:5

Williamson 2:26, 

61:1, 67:24, 68:1, 

68:3, 68:5

willing 44:16

Willkie 31:14

win 78:9, 78:10

wish 31:7, 68:1

within 7:6, 33:6, 

37:9, 40:10, 71:7, 

77:5, 83:9

without 47:23, 48:1, 

51:12, 51:15, 

56:23, 59:5, 

64:21, 89:24, 

90:11

withstanding 24:17, 

29:14, 59:20

WITNESSES 3:3

word 80:14

words 53:8, 53:9

work 6:12, 13:6, 

21:12, 45:19, 

50:17, 54:6, 59:8, 

60:23, 62:12, 

78:23, 78:25, 99:2

worked 49:3, 49:5

working 59:8, 86:18

works 62:21, 62:22, 

82:19

worth 67:5

wound 70:21

wow 64:20

wrestle 29:23

writing 94:22

written 83:25, 98:17

< Y >

year 18:11, 18:17, 

19:14

years 22:7

yesterday 40:24

yields 63:11

York 4:8, 6:14, 

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 129 of 130
31:8, 32:16, 34:1, 

53:1, 53:3, 98:21, 

98:23, 99:2

< Z >

zealously 14:25

zero 28:4, 71:19

Case:17-03283-LTS Doc#:3933 Filed:09/14/18 Entered:09/14/18 12:49:28 Desc: Main

Document Page 130 of 130