UNITED STATES BANKRUPTCY COURT

DISTRICT OF PUERTO RICO

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

 )

 ) Title III

The Financial Oversight and )

Management Board for )

Puerto Rico, ) (Jointly Administered)

 )

as representative of )

 )

The Commonwealth of )

Puerto Rico, et al., ) November 7, 2018

 )

Debtors. )

_____________________________________________________________

In Re: ) Docket No. 3:17-BK-4780(LTS) 

 )

 ) (Jointly Administered)

The Financial Oversight and )

Management Board for )

Puerto Rico, ) 

 )

as representative of )

 )

Puerto Rico Electric )

Power Authority, )

 )

Debtor. )

_____________________________________________________________

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_____________________________________________________________

In Re: ) Docket No. 3:17-BK-3567(LTS) 

 )

 ) (Jointly Administered)

The Financial Oversight and )

Management Board for )

Puerto Rico, ) 

 )

as representative of )

 )

Puerto Rico Highways )

and Transportation )

Authority, )

 )

Debtor. )

_____________________________________________________________

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

Mr. Brian Rosen, PHV

Appearing in New York

Mr. Hermann Bauer, Esq.

For the U.S. Trustee

Region 21: Ms. Monsita Lecaroz Arribas, AUST

For Official Committee

of Unsecured Creditors: Mr. Luc Despins, PHV

Mr. Juan Casillas Ayala, Esq.

APPEARANCES, Continued:

For U.S. Bank National

Association: Mr. Clark T. Whitmore, PHV

Mr. John T. Duffey, PHV

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For Puerto Rico Fiscal 

Agency and Financial 

Advisory Authority: Ms. Suzzanne Uhland, PHV

Mr. Luis Marini Biaggi, Esq.

 Ms. Carolina Velaz Rivero, Esq.

For Puerto Rico

Electric Power

Authority: Mr. Kevin Finger, PHV

Mr. Nathan Haynes, PHV

Ms. Katiuska Bolaños Lugo, Esq.

For Pan American 

Grain Company, Inc.: Ms. Maria Figueroa y Morgade, Esq.

For Cooperative de

Ahorro y Credito

Vegabajeña: Mr. Carlos Quilichini Paz, Esq.

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

November 7, 2018

At or about 9:45 AM

* * * 

THE COURT: Good morning and welcome to counsel, 

parties in interest, members of the public and the press here 

in San Juan, those observing here and in New York and the 

telephonic participants. As always, it is good to be here in 

San Juan. 

A brief reminder. The rules regarding devices in the 

courtroom, not to be used for communication or recording, 

apply to these and all proceedings, both here and in New York. 

And I'm grateful for your continued compliance with those 

principles.

I would now call upon counsel for the Oversight Board 

to begin the status report. Mr. Bienenstock. 

MR. BIENENSTOCK: Thank you. Good morning, Judge 

Swain. Martin Bienenstock of Proskauer Rose for the Oversight 

Board. 

Your Honor's request for a status report identified a 

few issues, the first of which was a report about the 

evaluation of recent disclosures of McKinsey Security 

Holdings. Your Honor, my firm, Proskauer, represents McKinsey 

in various matters, so the Oversight Board asked another of 

its legal advisors, the Luskin & Stern firm, to look into 

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this. And Michael Luskin, who is in New York, I can see him 

now on the video, is prepared to respond to that portion of 

the status report, if that's okay. 

THE COURT: Thank you. That's much appreciated.

And so, Mr. Luskin, good morning. 

I'm not able to hear Mr. Luskin, so we'll need to 

have the sound checked. Let's hold on for a minute. 

MR. LUSKIN: Can you hear me? I'm at the lectern 

mic. 

THE COURT: We're hearing you now. Thank you. Good 

morning. 

MR. LUSKIN: Okay. Good morning, Your Honor, and 

thank you for allowing me to appear by video. This is my 

first in person appearance in these proceedings and I'm happy 

to be here. 

I am here, as Mr. Bienenstock referred, to confirm my 

retention by the Board, my very recent retention by the Board 

on this particular matter, which is to investigate the 

consequences, the facts and implications of recent disclosures 

concerning McKinsey and its work for the Board and its 

holdings with Puerto Rico public debt. 

As I said, this is at the very beginning of my 

investigation. It will culminate in a public report, not only 

on the factual findings, but also the Board's own procedures 

and policies concerning (inaudible) -- 

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THE COURT: You'll need to speak directly into the 

microphone. You're starting to fade. 

Did you say that your work will culminate in a public 

report? 

MR. LUSKIN: Yes, I did, Your Honor. 

The Board has made very clear that this is to be a 

transparent proceeding, that the report will be public. I 

expect it will take a couple of months at least, but it will 

culminate in a public report. 

So I have no substance to report now. I really just 

wanted to introduce myself and to assure the Court and parties 

in interest that this matter is being taken, of course, very 

seriously by the Board, and we're doing what I think the Court 

and parties would expect us to be doing. 

THE COURT: Thank you. 

MR. LUSKIN: Unless the Court has any questions, I'm 

happy to yield the microphone back to Mr. Bienenstock to 

continue the status report. 

THE COURT: I just -- you may have mentioned this, 

but do you have a particular time frame and prospect for the 

work? 

MR. LUSKIN: I'm currently anticipating it will take 

a couple of months, a few months. I'd really like to get this 

done by year end, if at all possible. 

THE COURT: Thank you, Mr. Luskin. 

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MR. LUSKIN: Thank you, Your Honor. 

MR. BIENENSTOCK: Thank you, Your Honor. 

In terms of the status report about the anticipated 

timetables for the proposal of adjustment, plans of adjustment 

of Title VI, Title VI Qualifying Modifications, I can report 

as follows: As the Court knows better than anyone else, 

yesterday the order was entered approving the Qualifying 

Modification for GDB, which was a major step forward, handles 

about four to five billion dollars of the 74 billion 

approximate amount of bond debt that we're trying to 

restructure. 

The COFINA deal that resulted from the process Your 

Honor kicked off with the approval of a stipulation way back 

towards the beginning of the case led to a proposed plan of 

adjustment that has already been filed. And the proposed 

disclosure statement is to be heard, I believe, in less than 

the next two weeks. I think it's -- 

THE COURT: November 20th. 

MR. BIENENSTOCK: Oh, November 20. 

THE COURT: Yes. 

MR. BIENENSTOCK: And if that is approved, and 

nothing goes wrong, including tinkering with the deal through 

legislation, et cetera, we hope to -- we hope that that will 

be confirmed in January of 2019. 

The next major matter -- they're all major matters, 

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but the next major debt restructuring that I can report on is 

PREPA. PREPA, as Your Honor knows, has approximately eight to 

nine billion dollars of bond debt and several billion more of 

other types of financial debt and other debt. 

The first two segments of my report on PREPA are 

based on information that we've received from PREPA's 

representatives. In terms of its cash position, as of 

November 2, operating cash balances were approximately 327 

million dollars. Because the Commonwealth debtor in 

possession loan facility requires the cash on hand above 300 

million dollars be paid to the Commonwealth on account of the 

loan, a payment of 27 million dollars was made on November 2, 

2018, leaving a debtor in possession loan balance of 

approximately 147 million dollars as of that date. 

PREPA's operational cash receipts are currently 

sufficient to serve as expenditures for operations. During 

the month of October, average weekly cash collections from 

customers were approximately 65 million dollars. PREPA, 

therefore, should not require additional financing for 

operations in the near term. I want to emphasize that's 

operations. 

As the Court knows, because of the hurricane, there 

was lots of repair and replacement to do, and some of it -- of 

course we get significant amounts from the Federal Government, 

but that doesn't cover everything. 

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THE COURT: Have the Federal Government dollars 

actually been coming in? I understand that there are some 

respects in which federal money has been approved but not 

actually disbursed. 

MR. BIENENSTOCK: I'm not aware of that money coming 

in, but the Federal Government has obviously expended major 

funds for repair and replacement, which are funds that PREPA 

would otherwise have to expend. So in that sense, we've been 

the beneficiary of very substantial federal funds for the last 

year. 

In terms of PREPA operations, PREPA is moving forward 

with reviewing responses to several requests for proposals for 

generation -- for generation for different parts of the 

island. 

As Your Honor knows, the -- when we speak about the 

restructuring of PREPA, unlike the restructuring of some of 

the other entities, we're really talking about two 

restructurings proceeding simultaneously. One is for the 

debt. The other is to transform the method of generation from 

fossil fuels to other fuels that are both less expensive and 

cleaner. And it's somewhat tricky to coordinate the two, but 

that's what's happening. 

As a practical matter, we believe investors will want 

to know what amount of debt they need to prepare to carry 

going forward, or that will be carried somehow going forward. 

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And we are anxious to deal with the debt in any event, so both 

processes are proceeding simultaneously. 

PREPA continues to run the generation fleet as 

economically as possible, while keeping in mind the 

overarching goal of maintaining grid resiliency. PREPA is 

actively pursuing different alternatives for generation 

resources or a conversion to cleaner burning fuels, such as 

liquid natural gas. 

Power has been restored to over 99 percent of the 

customers on the island. Current average weekly generation 

delivered to the power grid is approximately 93 percent of 

2016 levels. Approximately 96 percent of the island's 342 

substations, and 96 percent of the 56 transmission centers are 

energized. Approximately 88 percent of 103 large transmission 

lines are fully in service. 

In respect of the debt restructuring aspect of PREPA, 

Your Honor, PREPA, the Oversight Board and AAFAF entered into 

a preliminary Restructuring Support Agreement, RSA, with an Ad 

Hoc Group of uninsured bondholders in July 2018, which has 

been extended several times and remains in place to allow the 

parties to complete negotiations on a more comprehensive RSA, 

for which we expect to seek Court approval when it's done. 

The consenting holders hold a significant amount of 

the outstanding approximate 8.8 billion of PREPA bond debt. 

We will be meeting this week, and in fact, I believe it's in a 

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few hours in New York, with the Ad Hoc Group and 

significantly, one of the monoline insurers that filed the 

receiver motion to continue working through certain provisions 

of a definitive agreement. 

So we're trying to expand the group from the 

uninsured bondholders that we did the initial RSA with to 

include the monolines that obviously they are the insurers of 

the insured group of bonds, and they have significant 

exposures and therefore, are significant to any debt 

restructuring. 

We have also reviewed our current proposal with other 

monoline insurers that are party to the receiver motion. So 

there's communication and progress with both the insured and 

uninsured bonds. 

It's hard to predict timing, but we certainly hope, 

and we know the bondholders hope, that we're talking about 

something that will culminate in at least a request for this 

Court's approval of the RSA in a matter of months when we 

might have a final plan of adjustment. We want it as soon as 

possible, but it's really hard to -- with any reliability, to 

give Your Honor a sense of when that might be possible. 

As far as the transformation process, the process to 

transform the electric sector is proceeding on schedule in 

accordance with the Fiscal Plan. 

The following is a summary of the recent and updated 

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milestones from the Fiscal Plan. The Public-Private 

Partnership, P3 Authority completed a market sounding process 

in mid June, which confirmed significant industry interest in 

a concession transaction for the private operation of the 

transmission and distribution system. 

The P3 Authority posted a Request for Qualifications, 

an RFQ, on October 31 asking interested parties to submit 

their qualifications for operating and improving the 

transmission and distribution system, with responses due on 

December 5, 2018. The RFQ has been filed under an informative 

motion with this Court. 

The P3 Authority will then issue a request for 

proposal seeking bids from the qualified candidates. And 

supporting legislation and the integrated resource plan are 

also in process and are expected to be completed in January. 

So, Your Honor, we're -- as the Court can tell, 

simultaneous progress is being made, both on the physical 

transformation and on the debt restructuring. And it is so 

critical to reenergize growth on the island -- the cost of 

power is a fundamental factor in future growth -- that it's in 

everyone's interest, the government's, the people's and the 

creditors' to get this done as quickly as possible, and that's 

what we're trying to do. 

THE COURT: And the qualifications and proposals that 

are being reviewed in this current P3 related process, that's 

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for an entity that will move and make more concrete the 

visioning for the transformation? Is that the phase or --

MR. BIENENSTOCK: Well, they will propose exactly how 

they would like to generate power, what type of fuel they will 

use, and the economic terms on which they're willing to do 

that and how much they're willing to pay for the right to do 

that. 

THE COURT: Thank you. 

MR. BIENENSTOCK: Your Honor, the other major debt 

restructurings, some of which can be handled independently and 

some which have interrelationships, are basically the 

Commonwealth, HTA, PRASA, PBA, UPR and others. And some of 

these, most likely UPR, but not definitely, are more prone to 

a Title VI than a Title III. 

What I can tell you about these is not nearly as 

specific as what I could advise the Court about PREPA, but I 

can say that in every single one of these situations, there 

have been and are ongoing negotiations with either all or a 

subset of the creditors of each entity. 

As Your Honor knows, to provide an example of the 

interconnectedness, there's a dispute between creditors of the 

Commonwealth on the one hand and creditors of HTA on the other 

as to whether the so-called clawback revenues can and should 

be clawed back from HTA to the Commonwealth and on what 

conditions. 

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That might create the need to propose or confirm both 

plans at once for HTA and the Commonwealth or not. It's not 

necessarily critical. But negotiations are ongoing with 

keeping those things in mind. 

In some cases, things like toll hikes or other 

increased rates have to be part of the discussion, and the 

government is involved in that. And I can, from personal 

knowledge, say that every day is spent working on these 

things. But again, to give the Court a timetable would be 

really more guesswork than probabilistic. 

I will say that if at all possible, we want to pull 

together restructurings that could be heard in some form or 

final form by the Court by this summer. That may or may not 

be possible with all of them, but certainly with some of them. 

THE COURT: That is good news. 

MR. BIENENSTOCK: Thank you, Your Honor. 

THE COURT: Thank you, Mr. Bienenstock. 

MR. BIENENSTOCK: The next item on the agenda are the 

Fee Examiner report and applications, so I'll turn things over 

to Mr. Williamson. 

THE COURT: Thank you, Mr. Bienenstock. 

MR. BIENENSTOCK: Mr. Williamson's colleague, Your 

Honor. 

THE COURT: Good morning, Ms. Stadler. 

MS. STADLER: Good morning, Judge. Katherine Stadler 

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of Godfrey & Kahn on behalf of Brady Williamson, the Fee 

Examiner, who is also here in person. 

Judge, we filed our report on the third interim fee 

period applications last week recommending 28 applications for 

the Court's approval. Since the filing of that report, one 

additional application, that of Bennazar, Garcia & Milian, has 

been resolved. That application is on your agenda at item 11 

on the deferred list. 

So we will be moving the Bennazar application to the 

list of resolved applications that was attached to our report 

and submitting a Proposed Order, with Your Honor's permission, 

that will include all of the originally recommended 

applications, plus that one additional. And we will do that 

as soon as we have a ruling and instructions from the Court on 

our recommendations. 

As you know, our report in this period addressed the 

McKinsey Consulting applications, all three of the interim 

pending fee period applications. So we successfully worked 

through a significant backlog there. 

THE COURT: Yes. 

MS. STADLER: We tried to carry out Your Honor's 

instructions in previous hearings and discussions to come up 

with a methodology for evaluating the reasonableness of the 

McKinsey fees, not withstanding the nature of their 

timekeeping or nontimekeeping, as the case may be. 

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As you know, they are retained on a flat fee that is 

based on a GSA contract price that the government has 

negotiated. While the Oversight Board is not technically an 

entitled user of that GSA price schedule, that pricing has 

been used as the foundation of the pricing that McKinsey uses. 

And we've gone through that for you in our report and I'm 

happy to answer any questions you have about that. 

The other suggestion that Your Honor made that we 

took to heart was to try, as we might, to come up with some 

estimation of time being spent and number of timekeepers. And 

so the efforts described in the report resulted in the Exhibit 

B to the report, which is very crude, and I almost feel the 

need to apologize to McKinsey because I'm quite sure it 

understates the amount of work and person hours that are put 

into these projects on a weekly basis. 

But not withstanding that, even using this very 

conservative estimate of hours expended, we've calculated an 

average blended hourly rate, which is generally consistent 

with other consultants working on these cases and in the 

market in general. 

So with those observations, the Fee Examiner is 

comfortable now recommending to the Court approval of the 

McKinsey applications as they are filed based on the reasoning 

laid out in our report. And I'm happy to answer any questions 

you may have on that. 

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THE COURT: I would just comment that I commend and 

very much appreciate the fact that you took my request and 

guidance to heart, and the way in which you have laid out in 

the report the nature of the investigations and the benchmarks 

that you have used to make the evaluation that led you to 

support approval of the fees, and the insight that you have 

given us into the extent and nature of the work that is being 

performed for those fees. So thank you. 

MS. STADLER: You're welcome, Your Honor. 

If Your Honor has no other questions, I think a 

couple of the informative motions indicated that some speakers 

want to address fee matters. So the Fee Examiner has asked 

that those people speak first, and then he has a few wrap-up 

comments he would like to make. 

THE COURT: I do have a couple of questions -- 

MS. STADLER: Okay. 

THE COURT: -- before that. 

MS. STADLER: Yes. 

THE COURT: The report indicated some discomfort in 

ongoing discussions with fee increases -- 

MS. STADLER: Yes. 

THE COURT: -- by service providers. 

MS. STADLER: Yes. 

THE COURT: Are those across the board, firm hikes in 

rates? Are those seniority, promotion related? Can you give 

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me a little bit more color as to what those are?

MS. STADLER: Yes, they are both and they are not 

uniform. As you know, all of the professionals have different 

engagement agreements with their respective clients, and some 

of those address issues. 

For example, the Oversight Board counsel has a flat 

hourly rate which does not provide for rate increases at all. 

Others have contracts that explicitly allow them, and most 

have contracts that don't address whether they are appropriate 

or not, other than to say we will charge, you know, our 

pricing based on the following discount model. But the issue 

of rate increases and adjustments isn't explicitly addressed 

in most of the engagement agreements of the professionals that 

we are reviewing. 

The increases that we have seen encompasses both of 

those categories that Your Honor just described. Seniority 

increases, which apply almost exclusively to associates in 

their first ten years of practice, those tend to be although 

aren't uniformly imposed in the fall on the employment 

anniversaries of many associates. And then there are also 

market adjustments that many firms implement, tending to be in 

connection with their fiscal year ends, many of which, but not 

all of which are also at the end of the calendar year. 

So with this fee period falling fully in 2018 for the 

first time, we've really seen the impact of the rate increases 

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that might have happened last fall and in January for many 

firms. And I think as the report previews for you, the Fee 

Examiner is concerned not so much about the impact so far, 

although that is calculated for you and is not insignificant, 

but the potential for exponential -- 

THE COURT: Yes. 

MS. STADLER: -- growth and the impact of those rate 

increases over time, given what we know about the expected 

timeline of the debt restructuring processes that 

Mr. Bienenstock just addressed. 

And so Mr. Williamson, and he'll address this 

directly I'm sure, but he feels strongly that much as we did 

with the presumptive standards that we talked about last time, 

that he would like to propose and put into place presumptive 

caps on rate increases so that everyone's expectations are 

clear and so that hopefully we can minimize contested issues 

over rate increases. 

At the moment, many of the applications that are on 

the deferred list are on the deferred list because they have 

that issue. And we're working very hard with the 

professionals, and the professionals are working very hard 

with us to work through those issues and try to bring those to 

a consensual resolution for the fees that have already been 

charged. 

But going forward, Mr. Williamson feels very strongly 

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that in a case like this, there are some limits on rate 

increases that need to be imposed, and that without explicitly 

stating them, it creates, you know, a disincentive for people 

to exercise discipline in the imposition of those rate 

increases. 

So much as we have in other areas, he intends to 

articulate either through a motion or objection, should that 

be necessary, hopefully through another advisory motion or 

motion for presumptive standards, we would bring back in 

December a proposal for a prospective treatment of rate 

increases that would cover both categories, both the market 

annual adjustments and the seniority adjustments, which 

probably will require slightly different treatment to each of 

them. 

THE COURT: Well, I am glad to hear that 

Mr. Williamson is engaging these issues directly, and I will 

look forward to the results of the current negotiated work and 

also to his insight and advice as to appropriate structural 

measures to put in place, because we all know why we're here. 

We all know how big the job is and how important it 

is for resources to be maximized for efficient, economical and 

productive work in creating a platform on which Puerto Rico 

can go forward with resources that can be used for the 

island's growth. 

So thank you, and thanks to all of the professionals 

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who are cooperating in this process. 

MS. STADLER: Thank you, Judge. 

THE COURT: Thank you. 

And so who would like to be heard next on fee issues? 

I have the names of a couple of people who are in New York. 

Is there anyone in this courtroom? All right. 

We'll turn to -- I understand that -- was there 

someone in New York who wished to be heard on the fee-related 

issues? No. All right. 

Then, Mr. Williamson. Thank you. Good morning. 

MR. WILLIAMSON: Thank you. Good morning, Your 

Honor. Brady Williamson, Godfrey & Kahn. 

Let me start with a generic but quite important 

observation, which is this is the third report we've given the 

Court. And I think at each juncture, we have commented on the 

cooperative, collegial approach for which much of the credit 

goes to the professionals themselves. 

Now, I know the Court expects that. The Court 

expects that out of the professionals. The Court expects that 

of us. But it's noteworthy because as we're now finishing the 

review of the third period, the issues, quite frankly, are 

getting more difficult, which means the negotiations take a 

little longer and the negotiations themselves get more 

difficult. 

But with respect to the communication, the collegial 

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nature of the discussions, I think the Court can be satisfied 

that if there are objections, if there are problems, it will 

not be for want of trying to avoid them. 

In about two weeks, Your Honor, the professionals 

will file their fourth set of fee applications, which then 

gets us into the second year of the review process. And it's 

important, I think, to note that we view our challenges as 

both retrospective, that is, to look at the fee applications, 

which are always two or three months behind, or the process by 

definition is. But as the Court could tell from Ms. Stadler's 

remarks and the report, we're also trying, with the 

cooperation of the professionals, to be prospective, so that 

we're not constantly saying, oh, you should have done this, 

you should have done that. 

And I think as Ms. Stadler said, the December 

hearing, I think, will feature at least two points that we'll 

either bring as a motion or, if necessary, in the form of an 

objection. But again, our goal is not just hindsight, but 

hopefully foresight. 

And as the Court said, while massive resources are 

needed here in the Commonwealth, they also need to be massive 

resources applied efficiently. Thank you. 

THE COURT: Thank you. 

Mr. Bienenstock. 

MR. BIENENSTOCK: Your Honor, thank you. I just 

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wanted to add one new item that pertains to the discussion 

that just occurred. It has nothing to do with what 

Mr. Williamson wants to do or to contradict anything that's 

been said, but it's simply new information that's going to 

likely lead to changes that the Court might as well know about 

now rather than be surprised later. 

There is legislation that we understand has a 

likelihood to be enacted in Puerto Rico that will for the 

first time single out advisors in these cases and tax them, 

creating -- starting with a withholding tax of 29 percent for 

time spent working on the case outside of Puerto Rico. If 

that happens, I know from my own firm and I suspect for other 

similar firms both in and outside the legal industry, no firm 

can afford to provide the services for 29 percent less than 

it's currently providing. 

So there will probably be adjustments to 

professionals' fee arrangements that will obviously be in the 

applications that the Fee Examiner will be looking at, but 

they will be unavoidable if this legislation is enacted. 

THE COURT: Are there hearings being conducted at 

which publicly and formally professionals who will be affected 

will be able to make this point to the legislators? 

MR. BIENENSTOCK: To my knowledge, no. We're just 

being told that this is what's happening. And the sad part 

about it is it likely will not result in any net benefit to 

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the revenues of the government, because the tax will be offset 

by increased rates to cover the tax. 

Just to give Your Honor a sense of the perspective, 

at the outset of this, I think we were all aware that there 

was something like a 1.5 percent tax on time spent in Puerto 

Rico. And we all knew that when we made our fee proposals. 

But there was never anything like a 29 percent tax on time 

spent outside Puerto Rico, which is the bulk of the time for 

most of the professionals. 

THE COURT: Yes. And when you say withholding -- 

although you say withholding, I think I'm hearing you that 

this isn't just a timing of money issue. This is a 

withholding that is understood to be commensurate with 

intended actual tax collection that under current federal and 

out-of-state tax principles would not offset other taxes, but 

would be a net increase, or a net decrease in the revenues? 

MR. BIENENSTOCK: Well, Your Honor, that's exactly 

what we're studying before we, and I think the other advisors 

and professionals, request any type of amendments. If it's a 

dollar-for-dollar credit against other taxes, it may just be a 

timing issue and have very little impact. But if it's not 

just a credit, and I don't think it is, then it's basically a 

reduction, a very material reduction of what everyone's -- but 

we will know exactly what it is before we -- at least in my 

firm's case, but I'm sure in everyone's case, before we 

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propose or suggest any amendments to any fee arrangements. 

THE COURT: And are you able to -- are you working 

with AAFAF's counsel to be able to communicate to government 

interests the complexities of the concerns here? 

MR. BIENENSTOCK: Your Honor, yesterday I was 

surprised when I raised it that I was giving them information. 

THE COURT: Better late than never. 

MR. BIENENSTOCK: Which is rare. Usually they know 

before I know. And so yes, the answer to Your Honor is yes, 

we're discussing it with AAFAF. 

THE COURT: Thank you. 

MR. BIENENSTOCK: Yes. 

THE COURT: That is a matter of great concern if at 

the end of the day, there are transaction costs and very real 

out-of-pocket costs in terms of firms seeking to be grossed up 

for the effect of the tax. 

So I know that professionals have a deep and personal 

interest in this, and I hope that there will be effective 

discussion so that at the end of the day, whatever happens is 

truly for the benefit of the Commonwealth and doesn't impede 

these proceedings. 

Now, I had been given notes that a couple of people 

might have wanted to speak in relation to the COFINA status 

from New York, and so I didn't call for that in connection 

with the status reports, and I apologize for any oversight in 

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that regard. 

So is there anyone in New York who -- here's someone 

coming to the podium now. Thank you. 

MR. ROSEN: Thank you, Your Honor. This is Brian 

Rosen of Proskauer Rose. I just wanted to supplement what 

Mr. Bienenstock said. 

Your Honor, things are moving very well with respect 

to the COFINA Plan of Adjustment. And he is correct and you 

are correct when you were referring to the dates for the 

upcoming hearings. 

The other item, though, I wanted to bring to the 

Court's attention was that on October 18, the Unsecured 

Creditors' Committee slash Commonwealth agent had filed a 

motion for a Scheduling Order, and it was in connection with 

what was referred to as a motion to enforce that they were 

planning to file by a date certain. After that was filed, 

Your Honor, there was a period of negotiation between the 

Oversight Board, the Unsecured Committee slash agent, and also 

the COFINA agent. 

And we are happy to report that on Monday, under the 

cover of an informative motion filed by the Unsecured 

Creditors' Committee, was attached a stipulation which 

compromised and settled the motion to enforce, which actually 

was not even filed. 

It provides for that matter to be essentially held in 

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abeyance pending events that might or might not occur between 

now and the hearing on January 16 in connection with the 

approval of a 9019 motion and the confirmation of the COFINA 

Plan of Adjustment. 

Specifically, Your Honor, there is a provision in 

there with respect to a supplemental certified fiscal plan 

being filed for the Commonwealth. And if, in fact, that 

doesn't occur, then the motion to enforce will not be filed. 

And also, the Unsecured Committee slash Commonwealth agent 

will not otherwise object to the confirmation of the plan or 

the 9019 motion for approval in the Commonwealth case, Your 

Honor. 

I don't know if the Court had the opportunity to 

review that informative motion or the stipulation at this 

point, but I wanted to bring it to the Court's attention. 

THE COURT: I am in the process of reviewing it. 

It's something like a 27-page stipulation with many details. 

So we are in the process of reviewing it. 

And I take it the request, although it was filed 

under an informative motion as opposed to a notice of 

presentment or anything, the request and expectation is that 

the Court enter it sooner rather than later since one of the 

provisions is that if it's not entered soon, a November 16 

deadline comes back? 

MR. ROSEN: That is correct, Your Honor. The 

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stipulation provided for a so Ordered line for the Court. But 

yes, it would otherwise require the Creditors' Committee slash 

agent to file some pleadings by next week. 

THE COURT: All right. So as I say, we are in the 

process of reviewing it to ensure that I understand what I am 

being asked to sign. And if anybody has any major, 

substantive issues with it, they'd better let -- file an 

informative motion and let us all know sooner rather than 

later, because it is my goal to get that in place, as long as 

I don't have problems with it, sooner rather than later. 

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

THE COURT: Thank you. 

There was someone from Willkie Farr in New York? Did 

anyone else want to be heard from New York? 

MR. ROSEN: Your Honor, it's Brian Rosen again. 

Mr. Forman is here, but he said in as much as there's nothing 

to address, he has nothing further to say. 

THE COURT: Thank you very much. 

And I neglected before Ms. Stadler and Mr. Williamson 

needed to leave to conclude the Fee Examiner portion by saying 

that the Court approves the Fee Examiner's recommended actions 

on the fee applications that are listed in the operative 

schedule to the Fee Examiner's report, with the addition of 

the formerly deferred item that Ms. Stadler referred to that 

had been number 11 in the list of deferred items. 

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And the Court expects that the Fee Examiner will 

promptly be submitting a Proposed Order, and the Court does 

intend to enter that Order. 

And so the next item on the Agenda is the Debtors' 

Motion to Establish the Omnibus Claims Objection Procedures, 

which is ECF entry number 4052 in case 3283. 

MR. ROSEN: Your Honor, it's Brian Rosen again from 

Proskauer Rose. 

Your Honor, we filed this motion, excuse me, and it 

entailed or it provided a connection within the notice period 

of October 23. We did not receive any objections to the 

relief that was being requested in the motion. 

Specifically, Your Honor, what we had asked to do in 

there, in the proposed objection procedures, was really to 

comply with Rule -- Bankruptcy Rule 3007, and essentially to 

allow us to file Omnibus objections in amounts greater than 

100. 

Specifically, as the Court recalls, when I reported 

previously, there are approximately 165,000 to 170,000 claims 

that were filed in this case. And as an example of this, in 

connection with COFINA, there were between 3,500 and 4,000 

claims filed. 

Most of those, Your Honor, are multiples of the same 

bond type of claims and really didn't need to be filed. When 

we distilled down what the number of claims actually might be 

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in COFINA, they number approximately ten. 

So, Your Honor, it's obviously important for us to 

try and remove as many of these claims as expeditiously as 

possible, specifically in connection with solicitation for the 

Plan of Adjustment that hopefully will begin by the end of 

November. 

So we are envisioning filing multiple Omnibus 

objections, and we were looking to increase the number of 

claims which might be included in an Omnibus objection from 

the 100 to approximately 500. 

As I said, Your Honor, these are multiples of bond 

claims, and if we have the claim that's already been allowed, 

or we will allow with respect to the Trustee, the Bank of New 

York Mellon, there is no reason for the multiple claims to be 

on the register. 

Likewise, Your Honor, there are other claims in 

COFINA that have nothing to do with COFINA. And to the extent 

that they are one-off claims and cannot be handled in a common 

type of form of objection, we will file individual objections 

to those claims. And we envision there will be approximately 

50 of those, Your Honor, all of which, though, are for no 

liability save that they really relate to a different entity 

or not any of the Title III debtors at all. 

But specifically, Your Honor, in connection with this 

Omnibus Procedures Motion, we did, upon consultation with the 

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Creditors' Committee, file an Amended Notice of Revised 

Procedures. Your Honor, we did that on October 31st. And we 

included with that a blackline copy of the Proposed Order, as 

well as slight modifications to the objection procedures 

themselves. 

Specifically, Your Honor, we removed the possibility 

that we could oppose any of these claims on a substantive 

basis. Rather, they were all nonsubstantive in nature. 

We wanted to make sure that the notices were both in 

Spanish and in English. And we provided for the notice of 

filing of reports with the Court when we do settle some of 

these claims. This would have been quite possibly the only 

objection, had it been interposed, but as I indicated, Your 

Honor, we were able to resolve this with the Creditors' 

Committee, and that's why we filed the Amended Notice and the 

Proposed Order. 

Hopefully, Your Honor, that might allay any concerns 

the Court might have with respect to this, and we ask the 

Court to enter the revised Order that we filed under the 

Amended Notice. 

THE COURT: The clarifications in the revised Order 

are quite helpful. I just have one question and one request, 

I'll call it. 

So the question is just to confirm that you 

anticipate noticing up these large Omnibus objections in 

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connection with scheduled Omnibus hearing dates; is that 

correct? 

MR. ROSEN: Yes, Your Honor. 

THE COURT: All right. And then the request is that 

we move the reply deadline from two business days before the 

Omnibus hearing date, which is a travel date for many of us, 

to seven calendar days before the Omnibus hearing date. Can 

you live with that? 

MR. ROSEN: Absolutely, Your Honor. 

THE COURT: Thank you. 

MR. ROSEN: We'll make the modifications and if you 

don't mind, we'll then submit a proposed final Order for the 

Court's entry. 

THE COURT: I appreciate that very much. Thank you, 

Mr. Rosen. 

And Mr. Despins is coming to the podium here. 

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

with Paul Hastings on behalf of the Committee. 

We're happy that we're able to resolve the issues 

regarding this procedure. I just want to mention because it's 

important that these are, I would say, the easy claims to deal 

with. The main event is really dealing with all the other 

claims. 

And we are working with the Oversight Board on coming 

to court with an ADR procedure that would be expedited, that 

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would be streamlined, because as the creditors on my committee 

will often say, even a plan of adjustment, it would be adopted 

tomorrow, confirmed tomorrow that would say we get X cents on 

the dollar, unless these cents are actually given because the 

claims have been resolved is meaningless, and meaningless also 

for the economy of Puerto Rico. 

They need to get those dollars, to spend those 

dollars. And so, therefore, that process is complex and it's 

very important. We're working with the Oversight Board on 

that, hopefully coming back to the Court soon on that. 

Thank you, Your Honor. 

THE COURT: Thank you. Do you have a sense of a time 

frame? Yes, I did notice when this was filed that it was 

the -- 

MR. DESPINS: Easy claims. 

THE COURT: The easy ones, yes. And so I've been 

waiting to hear what structure will be proposed for the ones 

that are more complicated. 

MR. DESPINS: Well -- 

MR. ROSEN: Your Honor, if I could perhaps address 

that?

THE COURT: Yes. 

MR. ROSEN: Yes. We have been working with the 

Unsecured Committee with respect to global procedures, and 

we've been working with Ms. Uhland, who has been sitting there 

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on behalf of AAFAF, to come up with a concept that works for 

everyone.

Obviously we had hoped to do this in the context of a 

plan of adjustment, but as Mr. Bienenstock indicated, that is 

not going to be as timely as we hoped it might be. So we are 

hoping to finalize these procedures. If we can get it done 

and filed before year end, that is our goal, Your Honor. We 

are actively engaged in that dialogue. 

It will set up a process that will extremely 

streamline not only the time frame in connection with hearing 

these matters and bringing them on among the parties, but also 

the amount of information that might otherwise be required for 

the person who will be hearing and determining the allowance 

of these claims so that it would be relatively small paperwork 

and something easy for the Court or such other person to 

ascertain. 

THE COURT: Thank you. And so we might expect to 

have something in connection with the January Omni or the Omni 

after that? 

MR. ROSEN: I would hope it would be considered in 

connection with January, Your Honor. 

THE COURT: Thank you very much. 

MR. ROSEN: Thank you, Your Honor. 

THE COURT: All right. Is there anything else we 

need to address before we move to the contested matters? All 

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right, then. 

The next agenda item is Pan American Grain Company's 

Motion for Relief from Stay, which is ECF number 4004 in case 

3283. 

Good morning, Ms. Figueroa y Morgade. 

MS. FIGUEROA Y MORGADE: Yes, Your Honor. Good 

morning. My name is Maria Mercedes Figueroa y Morgade on 

behalf of Pan American Grain Company, Inc. 

Pan American is the movant in the Motion for Relief 

from Stay to request an Order to execute set-off, as the Court 

mentioned, at ECF number 4004. In order to efficiently use 

this time before the Court, Pan American would like to focus 

today's hearing on the pivotal issue in this matter. 

Pan American filed the request for set-off in order 

to use the value of its prepetition bonds due prior to the 

filing of the Title III case and set-off against a prepetition 

power service liability owed by Pan American to PREPA. 

And the pivotal issue here stems from the oppositions 

filed by the PREPA Trustee, U.S. Bank National Association and 

PREPA itself. Both of these objectors were -- both of these 

objectors stem their arguments on the no-action clause 

included in the Trust Agreement. 

The objections are well-taken and well-founded, but 

the Court can use, and Pan American moves the Court to use its 

equitable powers and just eliminate Pan American from that 

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no-action clause. 

THE COURT: How is it that the Court could, by use of 

an equitable power, essentially rewrite a contract and grant a 

right to a party that does not exist under a contract that 

binds not only that party but many other similarly situated 

bondholders, binds the Trustee, and obviously to which the 

bond issuer is also a party? 

MS. FIGUEROA Y MORGADE: Well, Your Honor, Pan 

American is not requesting that under the Court's equitable 

powers, it rewrite the contract or rewrite the no-action 

clause. What Pan American is requesting is that under the 

factual scenario where there are eight billion dollars in debt 

by PREPA to bondholders, this one million dollar set-off 

transaction that is allowed under the Bankruptcy Code and is 

allowed under PROMESA, because it is incorporated in PROMESA's 

general provisions, that would allow the Court to provide Pan 

American the opportunity to execute the set-off. 

If the Court finds -- that is why it's the pivotal 

issue, is the no-action clause. If the Court finds that the 

no-action clause is a broad application and will be applied 

also to Pan American's right to set-off under Section 553 of 

the Bankruptcy Code, then the matter is over. 

If the Court finds that there are factual grounds 

regarding the amounts and the harmless execution of the 

set-off, which will really not effect other bondholders, will 

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not effect PREPA -- PREPA will receive cash upon the execution 

of the set-off, and it will not effect the work of the 

indentured Trustee. 

THE COURT: Thank you. So I am -- before you sit 

down, I'm assuming that the facts on which you would want me 

to focus in such an analysis basically boil down to the 

question of whether this particular proposed settlement would 

be de minimis financially in the broad scheme of things. 

I would ask whether there's any kind of difficulty 

with that approach when you think -- when I have to consider 

the possibility that there are other PREPA bondholders who may 

also be customers. There might also be other bondholders who 

have some equally compelling rationale out of other commercial 

transactions so that there would be -- even if this were 

possible legally, this could be a situation that's not a 

one-off situation, that would have individualized 

complications, transaction costs, and ultimately, financially 

might even add up to something that's not de minimis. 

Is there a way that you have in mind for me to manage 

my thinking about this issue that would give me some comfort 

in that regard? 

MS. FIGUEROA Y MORGADE: Your Honor, it's really a 

factual review upon the particular circumstances of what comes 

before the Court and is requested by other bondholders. There 

is really no bright light to resolve this case. It has to be 

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on a factual review and fact intensive. 

And we do understand that the Court would be 

concerned with how events unfold and if this would open the 

door to other bondholders coming forward, but each one would 

have to meet the standard of having factual grounds to come 

forward and convince the Court of their legal request. 

Here, Pan American has a right to set-off, and most 

importantly, Pan American, as a bondholder, did not 

voluntarily agree to waive its rights to set-off. It did not 

expressly consent to the application of the no-action clause. 

And the Trustee Agreement, the indenture contract is really a 

standard contract that was imposed on Pan American. 

So what we have here is an entity requesting to 

set-off to a prepetition debt with PREPA, and that is a 

statutory right under the Bankruptcy Code applicable in 

PROMESA. 

And we have the indenture agreement, but it appears 

that from the arguments of both the Trustee and PREPA, what 

they want to do is elevate the indenture agreement to a 

statutory provision of the Bankruptcy Code. 

So the balances of equities here and the Court's 

equitable relief would allow, in fairness to Pan American, 

which is a request that is of limited amount, of a limited 

amount, and that will yield cash for PREPA to simply have the 

Court allow Pan American to execute the set-off. 

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THE COURT: Thank you. 

MS. FIGUEROA Y MORGADE: That's our position. Thank 

you. 

MR. FINGER: Good morning, Your Honor. 

THE COURT: Good morning. 

MR. FINGER: Kevin Finger of Greenberg Traurig on 

behalf of PREPA. 

As counsel noted, PREPA did file an objection, as did 

the PREPA Bond Trustee, U.S. Bank. Counsel for U.S. Bank and 

I have agreed to divide our time so that I'll take nine 

minutes and he'll have six minutes for his argument. 

THE COURT: Thank you. 

MR. FINGER: And Your Honor, let me take what was 

going to be the end of my argument and put it at the beginning 

because of the way counsel has presented it. But essentially 

in Pan American's reply, they ask the Court to adopt the 

concept of equitable set-off. 

There is no provision under the law for a concept of 

equitable set-off. In fact, the First Circuit in the Public 

Service Company of New Hampshire has explicitly rejected the 

concept of equitable setoff. So there is no basis here for 

the Court to apply that principle and permit Pan American to 

move forward with set-off. 

This brings us back to the law. There is no right to 

set-off. They have claimed a right to set-off, but it doesn't 

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actually exist under the law. And that's because of the 

requirements of Section 553 of the Bankruptcy Code, which 

requires both a mutuality of debt, as well as a substantive 

provision either under federal or applicable state law that 

creates the right to set-off. A movant cannot satisfy either 

requirement. 

The First Circuit has defined mutuality as debts with 

the same right, between the same parties, in the same 

capacity. And the rights here are defined by the Trust 

Agreement. It's not an elevation of the Trust Agreement to 

that of a statute, but it's the document by which bondholders 

agree to be bound in the provisions therein, and that's what 

defines the rights of the parties. 

So to be sure, Pan American owes a set debt to PREPA 

in the form of two million dollars owed for electrical service 

prepetition, but PREPA does not owe that obligation to Pan 

American. PREPA owes the obligation to repay the bonds to the 

PREPA Bond Trustee who acts on behalf of the bondholders who 

share in any receipts to the Trustee in a prorata basis. 

So they are not the same parties, and that is made 

clear by, as counsel referenced, the no-action clause, which 

is Section 808 of the Trust Agreement, which does not permit a 

single bondholder or even a collection of bondholders to bring 

an action unless they have at least ten percent of the 

outstanding bonds. 

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That particular exception to the no-action clause 

does not apply in this case. So in the words of movant's 

counsel, that essentially ends the analysis. The no-action 

clause does not permit the bondholder to bring this action 

and, therefore, there is no mutuality of the parties or of the 

debts. 

The debtors are also not in the same capacity. For 

many reasons, because they're not mutual parties, the 

obligations don't run the same way, but also because the 

obligation on the part of PREPA to repay the bonds is secured 

and the debt that's owed by Pan American to PREPA is 

unsecured, so there are different capacities for this. 

Also, the request for set-off essentially amounts to 

a recourse against PREPA for the payment of the bonds. Under 

both the Bankruptcy Code, Section 927, and the Trust 

Agreement, the PREPA bonds are nonrecoursed to PREPA. But to 

allow setoff in this case essentially recategorizes that and 

makes it a recourse to PREPA. 

So Section 553 mutuality is not achieved. There's 

also not a substantive permission of Puerto Rico law that 

permits set-off in this case. The two statutes at issue -- 31 

LPRA 3221 essentially imposes a mutuality requirement for 

there to be set-off, and as discussed, that is not met. 

The next section, 3222, has a five-part test for 

which the movant fails to satisfy at least three of those 

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requirements. The first is essentially, again, a mutuality 

requirement that because the no-action clause is not met here, 

also again because of the no-action clause, the debt is not 

demandable. In this case, Pan American is not permitted to 

bring a claim to enforce the terms of the Trust Agreement. 

And the fifth requirement under this statute is that 

there not be a third party who has retention rights. And it's 

explained in our papers. Section 905 of the Trust Agreement 

does provide retention rights to the PREPA Bond Trustee. 

And, Your Honor, even if the Court can find that 

there's a setoff right here, that relief is still permissive, 

not mandatory by the Court. And the harms here that would be 

invoked on a variety of levels are significant. They're not 

de minimis. 

First of all, Pan American owes over two million 

dollars to PREPA for prepetition electrical service. PREPA's 

need for dollars has been well-documented in this case and it 

continues to this day. That failure to provide two million 

dollars affects not only PREPA, but other constituents who 

rely on increased revenues to PREPA to continue to operate. 

Mr. Whitmore can address this a little more 

particularly, but it also would -- this recovery, a hundred 

cents on the dollar for the bond holdings would also deprive 

that amount to the other bondholders who, under the Trust 

Agreement, share in any recovery on account of the bonds on a 

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prorata basis. 

So there are significant harms here that would be 

worked to permit a set-off, so the Court should, even if it 

were to find a right to set-off, not permit it to move 

forward. 

Finally, with respect to the stay, Your Honor, there 

is nothing on the factors that demonstrates cause to lift the 

stay. There is no judicial economy or any other factor that 

can be saved here. 

As counsel has asked, the proposed way of handling 

all the different types of claims here would be on a factual 

review, which would require apparently an examination of the 

facts underlying each request for set-off, and that simply 

requires Court time, PREPA's time and other parties' time that 

can better be spent to do the type of activities that 

Mr. Bienenstock described already. 

So there is no basis. There is no right to set-off 

and there is no basis to lift the stay or permit the set-off, 

even if the Court does find one. 

THE COURT: Thank you, Mr. Finger. 

MR. FINGER: You're welcome. 

THE COURT: Mr. Whitmore. 

MR. WHITMORE: Your Honor, Clark Whitmore from the 

Maslon LLP law firm on behalf of U.S. Bank, National 

Association, as the PREPA Bond Trustee. 

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I believe that movant's counsel conceded the fact 

that the no-action clause was applicable to bar their ability 

to bring this, and that also destroys mutuality for purposes 

of set-off, so it's a fairly simple equation for the Court to 

deny the motion. 

I would simply like, Your Honor, in light of the 

request, that the Court take into account equities, which 

obviously exist. Every small business wants to get all the 

money that they can, and I certainly appreciate the 

perspective of equities from Pan American's perspective. I 

would like to make sure that the Court appreciates the 

equities from the perspective of the other bondholders who we 

have duties to under the Trust Agreement. 

There are really two fundamental principles under the 

Trust Agreement that they're seeking to have the Court 

disregard. The first is that of collective action. They want 

to just take a shortcut and ignore the requirement under the 

Trust Agreement that either the Trustee or groups of 

bondholders who have various rights to direct the Trustee or 

act independently proceed in that way. 

These are -- this is an important principle. And 

just allowing somebody to say, hey, I'm only owed a million 

dollars, let me just violate the rules, really does put that 

principle at risk in ways that could create unanticipated 

problems later on. 

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And perhaps more fundamentally, the second major 

fairness principle under the Trust Agreement is that pledged 

revenues were pledged to all of the bondholders, and the 

recoveries from those pledged revenues are supposed to go to 

all the bondholders after they share the cost of expenses. 

So what you have here under the rubric of equities is 

you have somebody saying, I would like to take some of PREPA's 

revenues that should have gone to PREPA and were pledged to 

all the bondholders and just grab it for myself. 

So obviously we think that's not an equity that cuts 

in favor of the movant, but rather one that cuts in favor of 

the other, albeit more diluted bondholders who we'd like to 

give voice to here today. 

So I can go on, but I don't think it's really 

necessary in light of the concessions that have been made by 

movant's counsel. I would just like to note that U.S. Bank's 

position with respect to its claim and the nature of its claim 

is we don't necessarily agree with all of the statements that 

PREPA has made in its papers with respect to the nature of the 

debt. It's not necessary for the resolution of this motion. 

But our position with respect to the claim is set forth in our 

Proof of Claim, and if need be, we'll address that at some 

later time. 

And then finally, I would like to point out that U.S. 

Bank favors the active involvement of bondholders in the Title 

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III process and doesn't intend for the decision it made to 

step up in this particular case and file an objection to 

standing to discourage bondholders from participating in these 

Title III cases, because this case really presented a very 

unusual attack on the fundamental principles of the Trust 

Agreement and rose to a level of contradiction to the rights 

of other bondholders where we felt it was appropriate to lodge 

an objection. 

THE COURT: Thank you, Mr. Whitmore. 

Ms. Figueroa y Morgade, would you like to make reply 

remarks? 

MS. FIGUEROA Y MORGADE: No, Your Honor. The matter 

is submitted for the Court's consideration. 

THE COURT: Thank you. And so the motion and 

arguments are fully submitted. 

I did read very carefully all of the submissions 

before coming to court today and have listened carefully to 

what has been said here. I will now make my oral ruling on 

the record. 

Before the Court is Pan American Grain Company, 

Inc.'s Motion for Relief from Stay to Execute Set-off, which 

is docket entry number 4004 in case 17-3283, and I'll refer to 

it as the motion. 

The motion seeks relief from the automatic stay to 

effectuate a set-off under Section 553 of the Bankruptcy Code, 

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which applies in these Title III proceedings pursuant to 

Section 301 of PROMESA, to set off movant's PREPA bond 

investments against its prepetition electricity bill owed to 

PREPA. 

The Court has considered carefully all of the 

parties' submissions and arguments, and for the reasons that I 

will now explain, the motion is denied. 

I will first take up the question of standing or the 

power or ability of the movant to make this application in the 

first place. Due to the collective structure of bondholder 

rights and remedies under the Operative Trust Agreement, and 

specifically because of the no-action clause of that 

agreement, which counsel have discussed, movant does not have 

standing to unilaterally bring proceedings to enforce 

collection upon its PREPA bonds. 

Section 808 of the Trust Agreement, which we are 

referring to as a no-action provision, prohibits individual 

PREPA bondholders who hold less than ten percent of the 

principal amount of outstanding PREPA bonds from pursuing 

remedies in their own name without complying with certain 

requirements. 

Counsel, may I remind you that court is in session 

and I would ask that if you need to have conversations, you do 

that outside of the courtroom. Thank you. 

Moreover, the no-action clause of the Trust Agreement 

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requires that all proceedings in law or equity brought by 

individual PREPA bondholders be maintained for the benefit of 

all PREPA bondholders. Nothing in the trust instrument or in 

bankruptcy law changes the powers of an individual bondholder 

under the Trust Agreement upon the issuer's entry into a 

bankruptcy proceeding. 

Movant's attempt to distinguish the case In Re: 

American Roads, LLC, 496 B.R. 727, from the Bankruptcy Court 

of the Southern District of New York in 2013, a case that 

construed an intercreditor agreement that defined bondholders' 

rights inter se and vis-a-vis the Trustee is similarly 

unpersuasive. 

Here, as in that case, the operative agreement 

defines and limits bondholders' rights and centralizes powers 

to take actions with respect to the bonds. The Court, 

therefore, finds that not withstanding the broad provisions of 

Bankruptcy Code Section 1109, movant lacks standing to bring 

the present motion in violation of the Trust Agreement's 

no-action clause. 

And turning specifically to the no-action clause and 

whether an equitable exclusion from that clause would be 

feasible or appropriate, movant offers no statutory or 

precedential authority in support of its argument that the 

Court should use its equitable powers to exclude the movant 

from the limitations imposed by the Trust Agreement's 

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no-action clause in order to allow the movant to pursue the 

effectuation of its sought after set-off. 

In effect, movant is asking this Court to create an 

additional noncontractual right to direct payment for certain 

PREPA bondholders. There is no legal basis for such a 

revision of a complex contractual arrangement to benefit a 

single bondholder that has no right to individual relief as 

against the issuer under the governing documents. Such relief 

would also be inequitable. 

Under movant's proposed construct, individual 

bondholders would be enabled by happenstance of their 

independent electrical service customer relationships with the 

issuer, with PREPA, to obtain the practical equivalent of 100 

percent payment on their bonds from an issuer that represents 

that it is not in a financial condition to make such full 

payment to all other holders of the same bonds. 

Such relief would, therefore, effect an inequitable 

distribution of the debtor's property and would deprive the 

bondholders and other creditors of PREPA of assets that could 

otherwise be distributed equitably. 

The Court denies the motion to the extent that the 

movant seeks exclusion from the controlling no-action clause 

of the operative Trust Agreement. 

And finally, I would address the issue of mutuality, 

which is a requirement of Section 553 of the Code. The movant 

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argues that mutuality exists here, and that argument is 

unfounded and again, fundamentally inequitable. 

The existence of a mutuality requirement necessarily 

means that there must be something more than mere identity of 

obligor and obligee between the two debts to be set off. 

Furthermore, in light of the no-action provision of the Trust 

Agreement and bond terms providing that PREPA must pay 

principal and interest due on the bonds to the Trustee, rather 

than directly to individual bondholders, even the identity of 

obligor and obligee is lacking under the circumstances 

presented here. 

Thus, because the movant lacks standing to seek the 

individual remedy of a set-off, because it is not demonstrated 

that it has any legal right to set-off, and because there is 

no proper basis for its request for recognition of an 

equitable entitlement to such a remedy, the Motion for Relief 

from Stay is denied and the Court need not go on to address 

the Sonnax factors. 

So the Court will enter an Order indicating that the 

motion is denied for the reasons stated on the record. This 

oral decision resolves docket entry 4004 in case number 

17-3283. 

Counsel, I thank you for your arguments and 

presentations today. 

The final contested matter on the agenda is the 

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Motion for Relief from Stay of Cooperativa de Ahorro y Credito 

Vegabajeña, I'm sorry if I butchered that, and that is ECF 

number 4011 in case 17-3283. 

And so Mr. Quilichini Paz. 

MR. QUILICHINI PAZ: Yes, Your Honor. Good 

morning. 

THE COURT: Good morning. 

MR. QUILICHINI PAZ: Carlos Quilichini for the 

Cooperativa de Ahorro y Credito Vegabajeña. 

Your Honor, basically, in this case, the claim to the 

funds arises from a statutory basis, basically Law Number 196 

of the year 2011, which was drawn basically to entice further 

credit unions and other financial institutions to grant 

credit, extend credit facilities to the participants in the 

ESR, the Employees' Retirement System participants. 

And due to that specific law, as a matter of fact, 

the motives within the law specifically stating, among others, 

that the purpose of the specific motive of the law was to 

ensure the operational solvency of a credit union, it is 

necessary to increase the contribution percentage that a 

participant may voluntarily authorize to be encumbered to 

secure the personal loans. 

So what the law did was to increase the limits by 

which a participant in the system could actually assign his 

funds within the system, which are actually payroll deductions 

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or voluntary contributions to this system, and it allowed it 

to be assigned as a collateral for the loan the credit union 

would do. 

THE COURT: Was it the bank's understanding that the 

participant contributions went into a separate, separately 

kept savings type of account for the participant or what -- 

what is the benefit that was being assigned? 

MR. QUILICHINI PAZ: We believe it's not, because as 

the contract documents show, and I specifically refer to 

Exhibits A and B that were added, specifically the assignment 

agreement for the pensioners or assignment agreement for 

participants, the certificate of estoppel that was actually 

executed by the ERS -- which the clear language on the 

contract specifically states three things: One, on the 

estoppel, on the estoppel issue, that the ERS guarantees, 

certifies that the debtor, referring to the participant, is a 

bona fide participant of a Puerto Rico retirement system. 

Number two, that it has been notified that the 

interests of the debtor to the participant in the amounts of 

contributions made by way of deductions have been assigned, 

including interest as a guaranty to the creditor, in this case 

would be Cooperativa de Ahorro y Credito Vegabajeña, a 

designee under the terms of the agreement. 

And number three, most importantly, Your Honor, it 

says specifically that as of the date of this notification, 

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the debtor has contributed the amount of X dollars. 

Specifically, in our case, most amounts were 25,000 dollars. 

As shown in Exhibit D, the cooperativa granted 37 loans 

totaling, amounting to $525,422.93. 

So the contract agreement around the ERS specifically 

stated that they had knowledge and that they guaranteed that a 

specific amount had been put into assignment and as collateral 

for the loans. That's on the contract issue. 

But besides that, the specific terms of the law, and 

again, that would be Act 196, specifically states, Section 

2-119, as follows: Contributions that may be designated by 

the participant as collateral for any loan originating or 

required by these agencies, savings and credit unions and the 

Cooperativa Bank of Puerto Rico, underlined, may only be used 

as collateral for the principal and interest of such loan. 

Then the same statute goes on to Section 4-110 and 

specifically states that the statutory lien was created, and 

specifically states the following: The statutory lien created 

in this section, Section 4-110, shall remain in full force and 

effect in the event that the mortgage or personal loans are 

transferred by the administrator to third parties pursuant to 

Section 4-116. 

That is, we have a statutory lien. We have a 

specific assignment of determined funds certified by the ERS 

as collateral for Cooperativa's loans in each and every one of 

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the 37 Proof of Claims filed by Cooperativa in this case. 

These were all -- these were all, as I said, direct 

contributions from the participants' payrolls into these 

accounts. So that's why we hardly find to believe -- or I 

mean we express surprise that in the objection at paragraph 

ten, the ERS states that there were no individual accounts. 

That is contrary to the specific estoppel 

certificate. It's contrary to specific statutory language, 

which is comprised in Section 2-119 and in Section 4-110. So 

basically we find it -- and of course it even says, Section 

4-116, that the statutory lien created in this section shall 

remain in full force and effect, even in the event of transfer 

of the loan. 

So the application of the other law cited in the 

objections, specifically the Act 106 enacted in 2017, which 

is, of course, after the filing of the petition in the Title 

III cases, and besides, let me clear the point, all these 

loans were prepetition. All these loans are prepetition. 

THE COURT: And the 2017 law is the one that is being 

referred to as the PAYGO Statute? 

MR. QUILICHINI PAZ: Yes. Yes, Your Honor, that is 

the PAYGO Statute, which specifically states in Article 7.6, 

that it does away -- one of the things that Article 7.6 does 

is it does away with all the loans and any -- all the 

financing that the ERS was able to provide to their own 

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participants, but specifically states that all loans 

previously granted or in place of course shall be -- shall be 

carried out under the statute under which they were issued. 

In this case, that would be Law 196 of the year 2011. 

Additionally, contrary to what the ERS also says in 

its objection at paragraph ten, the new law actually, in the 

translation, says that participants of the new defined 

contribution plan shall have, ergo, the property rights over 

the balances in their defined contribution accounts. 

So at any rate, if you want to see it, I actually 

propose to the Court that under Law 196, this is a specific 

amount of money that was actually certified by the ERS as 

available for collateral. So it was earmarked and set aside. 

And it -- under the same statute, 196, it could only be used 

for payment of that loan. That's the specific statutory 

language that we address. 

So that basically is our contention. The rest we 

have argued basically on the merits and in our writings. 

THE COURT: Thank you, sir. 

MR. QUILICHINI PAZ: Thank you. 

MR. MARINI: Good morning, Your Honor. 

THE COURT: Good morning. 

MR. MARINI: Luis Marini of Marini, Pietrantoni & 

Muniz for AAFAF. I'm here with my colleague, Suzzanne Uhland, 

as well for AAFAF. 

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Your Honor, AAFAF filed an objection to Cooperativa's 

motion, and in our objection, we essentially assert two bases 

for the denial of the motion. One is that we submitted the 

motion should be denied as the movant has failed to establish 

cause. 

In our motion, we go through the various Sonnax

factors and why we understand that the Sonnax factors weigh in 

favor of denial of the motion. And we also assert that the 

motion is not the correct procedural vehicle to assert 

remedies that Cooperativa is presenting in the motion. 

THE COURT: That's the declaratory judgment aspect of 

the motion. 

MR. MARINI: Correct. Correct. 

THE COURT: I would like to -- I need to understand 

what the plan design here is and what the nature of these 

accounts or interests was prior to PAYGO, in which Law 196 

authorized the granting of the security interest and pursuant 

to which the security interest was granted. So if you could 

help me with that, that will help me understand in context 

better your Sonnax argument.

MR. MARINI: Sure. Well, Your Honor, let me first 

describe what we understand is the type of interest that 

Cooperativa has. They're trying to enforce reported claims 

against consumer borrowers that are apparently secured by 

individual retirement and pension benefits. 

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We understand what they have is at most an assignment 

of the rights of the consumer borrowers to ERS. And as part 

of such assignment, they are stepping into the shoes of the 

consumer borrowers to enforce their pension and retirement 

claim benefits against ERS. 

We understand that as an assignee, they have no 

superior rights to claim pension and retirement benefits as a 

consumer borrower would have against ERS. 

THE COURT: So I want to know what the consumer 

borrower has. 

MR. MARINI: Sure. 

THE COURT: Were there individual accounts made for 

the consumer borrowers to hold their employee contributions, 

as the bank appears to have believed or is arguing now, or is 

it an annuity? What is the benefit plan design that the 

consumer borrower would expect to get as a pensioner? 

MR. MARINI: Right. Your Honor, as we detailed in 

our papers, no individual retirement accounts were established 

at ERS. 

THE COURT: Is that because the plan didn't call for 

it or is that because the plan called for it but nobody did 

it? 

MR. MARINI: Your Honor, if I may check with my 

co-counsel for a second?

THE COURT: Yes. 

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MR. MARINI: Your Honor, we need to confirm. It's 

possible that the statute required it, but it certainly -- 

there were no retirement accounts set up. 

As we also assert in our papers, at this stage and 

once borrowers -- they make no ongoing contributions to ERS, 

and ERS assets are to be transferred to the Commonwealth as 

part of the PAYGO legislation. And any remaining assets that 

ERS has right now are in its general fund. 

So, Your Honor, the rights that --

THE COURT: So what's being -- what's the difference 

between what is being or has been transferred to the 

Commonwealth and ERS' general funds? Were there some 

segregated funds that have been transferred to the 

Commonwealth or what? 

MR. MARINI: No, Your Honor. I believe that the 

intent of the PAYGO legislation was that the assets are 

transferred to the Commonwealth, which is ongoing. They are 

not segregated into individual accounts. The assets that ERS 

has are held in its general fund and they are not 

segregated. 

THE COURT: And so was it part of whatever ERS had as 

its general fund that went to the Commonwealth but ERS has 

kept some back, or were there separate bodies of assets that 

were transferred to the Commonwealth? 

MR. MARINI: I understand that part of ERS assets 

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were transferred without segregation and that the assets that 

ERS still has are just held in the general fund without 

segregation into individual borrower accounts. 

So, Your Honor, our main contention here is that the 

rights or claims that pension claimants would have, they are 

not limited to Cooperativa's rights as an assignee. It is a 

legal issue that should be decided as part of the Title III 

proceedings, as part of a Plan of Adjustment or the claims 

resolution proceedings. Lifting the stay would shift that 

decision to a state court. 

We understand that the Cooperativa is not the only 

potential claimant asserting a right or claim against pension 

benefits, and that that decision and that the claims that may 

be asserted or the rights that may be asserted by pension 

claimants should be made as part of the Plan of Adjustment or 

claim resolution process in this Court. And that the stay 

should not be lifted for those reasons and those that we put 

in our objection. 

THE COURT: Is there anything of an evidentiary 

nature in the record on this motion to establish as the basis 

of a Court finding that there's only an unsecured claim here, 

that there are no individual accounts, that there are no 

segregated assigned funds? 

There is a footnote in the brief that says, by the 

way, there are no individual accounts, but there's no 

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affidavit. There's no information about that. Are you 

prepared to proffer something? 

MR. MARINI: May I have a second, Your Honor? 

THE COURT: Yes. 

MR. MARINI: Your Honor, we made the allegation in 

our objection. What we submit is that the Court -- we would 

ask the Court allows us to supplement the record with an 

affidavit. 

THE COURT: Yes, I will require a supplemental 

affidavit, because arguments of counsel are not evidence. And 

you are asking me to make a factual finding that because of 

this factual situation, there is only an unsecured claim to be 

pursued, and on that basis, to apply the Sonnax factors. 

And so that supplemental affidavit must be filed by a 

week from tomorrow. Sorry. Today is Wednesday. I lose track 

of the days, so -- 

COURTROOM DEPUTY: The 15th. 

THE COURT: The 15th. 

MR. MARINI: Thank you, Your Honor. 

THE COURT: And let me ask you, is there -- to the 

extent that the plan required segregation and it didn't 

happen, is there an investigation ongoing? Will there be 

identification of how this happened and who was responsible 

and steps taken to pursue that? 

I don't think that was something covered by the Kobre 

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& Kim matter, which focused on bonds. 

MR. MARINI: Your Honor, I don't have the answer to 

that. I'll certainly check with my client and inform the 

Court. 

THE COURT: Yes, please. File an informative motion. 

MR. MARINI: (Nodding head up and down.)

THE COURT: Thank you. 

MR. MARINI: Thank you, Your Honor. 

THE COURT: Mr. Quilichini, any reply remarks? 

MR. QUILICHINI: Just, Your Honor, that again, 

restating, the law is clear. The documents are clear. And we 

have to overstate the importance of the Exhibits B and C 

attached to our motions. These were drafted by the ERS. 

They're not of our doing. They were drafted pursuant to Law 

196. So they cannot undo themselves of what they went into 

and what they represented to these credit unions. 

These were segregated funds. If they were 

transferred illegally or unauthorizedly, that's another 

matter. 

So I would ask you if we can respond to the 

informative motion that has been allowed to the -- to the 

other party on due time. 

THE COURT: Yes. So within a week after the filing 

of the informative motion, you may make a further response. 

MR. QUILICHINI: Thank you. 

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THE COURT: And I will hold this matter under 

advisement and in abeyance until these submissions are 

received, and then I will make a decision after all of the 

supplemental submissions have been received. 

MR. QUILICHINI: Thank you, Your Honor. 

THE COURT: Thank you. 

Mr. Despins. 

MR. DESPINS: Luc Despins for the Committee. 

As you know, the Committee has stayed out of all 

these automatic stay motions for cost reasons. The only thing 

that concerns me is that I want to make sure Your Honor knows, 

and we're not taking a position on the merits of this, that 

this issue of a law saying that certain funds shall be 

deposited in a certain way or kept in a certain way, that's an 

issue that permeates the entire case. 

So when I hear this argument over a relatively small 

matter, it gives me a lot of trepidation because I want to 

make sure Your Honor knows that that issue is in the case 

generally. So I -- that's all I wanted to make sure Your 

Honor was aware of. 

THE COURT: It doesn't surprise me that it is a 

pervasive issue, but when I am asked to make a determination 

based on what is, in effect, an offhand remark in a brief that 

what was called for doesn't exist so we should just move on 

from there, that's a problem. I can't condone it and I can't 

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make a decision on that basis. 

MR. DESPINS: Understood. I was not arguing that you 

should. I just wanted to make sure that you knew that various 

other statutes -- 

THE COURT: Yes. 

MR. DESPINS: -- speak in those terms. 

THE COURT: And I will expect that the parties, and 

in particular the governmental side parties will address 

appropriately and with an appropriate level of insight and 

detail the facts that relate to those sorts of issues as and 

when they come up in litigation. 

Now, I didn't give a deadline for the informative 

motion. I only gave a specific deadline for the supplemental 

affidavit. So both the supplemental affidavit and the 

informative motion are due on the 15th of November. 

I think we have concluded the scheduled agenda. We 

have adjourned matters as listed in document 4180 that are 

adjourned to the December Omni. 

Are there any further remarks that anyone needs or 

wishes to make before I conclude the proceedings? 

Seeing none, I will say today's agenda is concluded. 

The next scheduled hearing date is the November 20th, 2018, 

hearing on the proposed COFINA disclosure statement. That 

will take place in New York with a video connection to San 

Juan. 

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The next Omnibus hearing date is on December 19, 

2018, here in Puerto Rico, with the usual video connection to 

New York. 

I would like to thank all counsel for their work here 

today, and in particular to thank the staff of the courts in 

Puerto Rico and New York, and the ongoing work of the staff in 

Boston in preparing for and conducting these hearings. 

I wish safe travels to all who are departing. And I 

commend again the administration of these cases on the court 

side and the way in which everyone is working together to move 

forward for the benefit of Puerto Rico. Keep well. We are 

adjourned. 

(At 11:24 AM, proceedings concluded.)

* * *

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U.S. DISTRICT COURT )

DISTRICT OF PUERTO RICO)

I certify that this transcript consisting of 66 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 November 7, 

2018. 

S/ Amy Walker

Amy Walker, CSR 3799

Official Court Reporter

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< Dates >

December 19, 2018 

65:1

December 5, 2018 

13:10

January 16 28:2

July 2018 11:19

November 16 28:23

November 2 9:8

November 2, 2018 

9:12

November 20 8:19

November 7, 2018 

1:16, 5:2, 66:7

October 18 27:12

October 23 30:11

October 31 13:7

October 31st 32:2

$525,422.93. 54:4

< 0 >

000 54:2

< 1 >

1.5 25:5

100 31:10, 50:13

100. 30:17

103 11:14

106 55:15

11 16:7, 29:25

1109 49:17

11:24 65:13

147 9:14

15th 61:17, 61:18, 

64:15

165,000 30:19

17-3283 47:22

17-3283. 51:22, 52:3

17-BK-3283(LTS 1:6

17-BK-3567(LTS 2:4

17-BK-4780(LTS 1:22

170,000 30:19

196 52:11, 54:10, 

56:4, 56:11, 

56:14, 57:16

196. 62:15

< 2 >

2-119 54:11, 55:9

2011 52:12

2011. 56:4

2013 49:9

2016 11:12

2017 55:15, 55:19

2018 19:24, 64:22

2019. 8:24

20th 8:18, 64:22

21: 2:35

25 54:2

27 9:12

27-page 28:17

28 16:4

29 24:10, 24:14, 

25:7

< 3 >

3,500 30:21

300 9:10

3007 30:15

301 48:2

31 42:21

3221 42:22

3222 42:24

327 9:8

3283. 30:6, 36:4

342 11:12

37 54:3, 55:1

3799 66:12

3: 1:6, 1:22, 2:4

< 4 >

4,000 30:21

4-110 54:16, 54:19

4-110. 55:9

4-116 55:11

4-116. 54:22

4004 36:3, 47:22, 

51:21

4004. 36:11

4011 52:3

4052 30:6

4180 64:17

496 49:8

< 5 >

50 31:21

500. 31:10

553 37:21, 41:2, 

42:19, 47:25, 

50:25

56 11:13

< 6 >

65 9:18

66 66:4

< 7 >

7.6 55:22, 55:23

727 49:8

74 8:9

< 8 >

8.8 11:24

808 41:22, 48:16

88 11:14

< 9 >

9019 28:3, 28:11

905 43:8

927 42:15

93 11:11

96 11:12, 11:13

99 11:9

9:45 5:3

< A >

a. 52:9

AAFAF 11:17, 26:3, 

26:10, 35:1, 

56:24, 56:25, 57:1

abeyance 28:1, 63:2

ability 45:2, 48:9, 

66:5

able 6:6, 24:22, 

26:2, 26:3, 32:14, 

33:19, 55:25

above 9:10

Absolutely 33:9

accordance 12:24

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account 9:11, 43:25, 

45:7, 53:6

accounts 55:4, 55:6, 

56:9, 57:16, 

58:12, 58:18, 

59:3, 59:18, 60:3, 

60:22, 60:25

accurate 66:5

achieved 42:19

across 18:24

Act 45:20, 54:10, 

55:15

action 41:24, 42:4, 

45:16

actions 29:21, 49:15

active 46:25

actively 11:6, 35:8

activities 44:15

acts 41:18

actual 25:14

actually 10:2, 10:4, 

27:23, 30:25, 

34:4, 41:1, 52:24, 

52:25, 53:12, 

56:6, 56:10, 56:12

Ad 11:18, 12:1

add 24:1, 38:18

added 53:10

addition 29:23

additional 9:19, 

16:6, 16:13, 50:4

Additionally 56:5

address 18:12, 19:5, 

19:9, 20:11, 

29:17, 34:20, 

35:25, 43:21, 

46:22, 50:24, 

51:17, 56:16, 64:8

addressed 16:16, 

19:12, 20:10

adjourned 64:17, 

64:18, 65:12

Adjustment 8:4, 

8:15, 12:19, 27:8, 

28:4, 31:5, 34:2, 

35:4, 60:8, 60:15

adjustments 19:12, 

19:21, 21:12, 

24:16

Administered 1:11, 

1:24, 2:6

administration 65:9

administrator 54:21

adopt 40:16

adopted 34:2

ADR 33:25

advice 21:18

advise 14:16

advisement 63:2

advisors 5:25, 24:9, 

25:18

Advisory 3:3, 21:8

affected 24:21

affects 43:19

affidavit 61:1, 

61:8, 61:10, 

61:14, 64:14

afford 24:14

agencies 54:13

Agency 3:2

Agenda 15:18, 16:7, 

30:4, 36:2, 51:25, 

64:16, 64:21

agent 27:13, 27:18, 

27:19, 28:9, 29:3

agree 39:9, 41:12, 

46:18

agreed 40:10

agreements 19:4, 

19:13

Ahorro 3:16, 52:1, 

52:9, 53:22

al 1:16, 2:29

albeit 46:12

allay 32:17

allegation 61:5

allow 11:20, 19:8, 

30:16, 31:13, 

37:16, 39:22, 

39:25, 42:17, 50:1

allowance 35:13

allowed 31:12, 

37:14, 37:15, 

53:1, 62:21

allowing 6:13, 45:22

allows 61:7

almost 17:12, 19:17

already 8:15, 20:23, 

31:12, 44:16

alternatives 11:6

although 19:18, 

20:4, 25:11, 28:19

Amended 32:1, 32:15, 

32:20

amendments 25:19, 

26:1

American 3:12, 36:2, 

36:8, 36:9, 36:12, 

36:14, 36:17, 

36:24, 36:25, 

37:9, 37:11, 

37:17, 37:21, 

39:7, 39:8, 39:12, 

39:22, 39:25, 

40:16, 40:22, 

41:14, 41:17, 

42:11, 43:4, 

43:15, 45:10, 

47:20, 49:8

among 35:11, 52:17

amount 8:10, 10:24, 

11:23, 17:14, 

35:12, 39:23, 

39:24, 43:24, 

48:19, 54:1, 54:7, 

56:12

amounting 54:4

amounts 9:24, 30:16, 

37:24, 42:13, 

53:19, 54:2

Amy 66:11, 66:12

analysis 38:6, 42:3

anniversaries 19:20

annual 21:12

annuity 58:15

answer 17:7, 17:24, 

26:9, 62:2

anticipate 32:25

anticipated 8:3

anticipating 7:22

anxious 11:1

anybody 29:6

apologize 17:13, 

26:25

apparently 44:12, 

57:24

appear 6:13

appearance 6:14

APPEARANCES 2:26, 

2:41

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Document Page 68 of 89
Appearing 2:31

appears 39:17, 58:14

applicable 39:15, 

41:4, 45:2

application 16:6, 

16:7, 16:9, 37:20, 

39:10, 48:9, 55:14

applications 15:19, 

16:4, 16:10, 

16:13, 16:17, 

16:18, 17:23, 

20:18, 23:5, 23:8, 

24:18, 29:22

applied 23:22, 37:20

applies 48:1

apply 5:12, 19:17, 

40:22, 42:2, 61:13

appreciate 18:2, 

33:14, 45:9

appreciated 6:4

appreciates 45:11

approach 22:16, 

38:10

appropriate 19:9, 

21:18, 47:7, 

49:22, 64:9

appropriately 64:9

approval 8:13, 

11:22, 12:18, 

16:5, 17:22, 18:6, 

28:3, 28:11

approved 8:21, 10:3

approves 29:21

approving 8:7

approximate 8:10, 

11:24

Approximately 9:2, 

9:8, 9:14, 9:18, 

11:11, 11:12, 

11:14, 30:19, 

31:1, 31:10, 31:20

areas 21:6

argued 56:18

argues 51:1

arguing 58:14, 64:2

argument 40:11, 

40:14, 49:23, 

51:1, 57:20, 63:16

arguments 36:21, 

39:18, 47:15, 

48:6, 51:23, 61:10

arises 52:11

around 54:5

arrangement 50:6

arrangements 24:17, 

26:1

Arribas 2:35

Article 55:22, 55:23

articulate 21:7

ascertain 35:16

aside 56:13

aspect 11:16, 57:11

assert 57:2, 57:8, 

57:9, 59:4

asserted 60:14

asserting 60:12

assets 50:19, 59:6, 

59:7, 59:16, 

59:18, 59:23, 

59:25, 60:1

assign 52:24

assigned 53:2, 53:7, 

53:20, 60:23

assignee 58:6, 60:6

assignment 53:10, 

53:11, 54:7, 

54:24, 58:1, 58:3

associates 19:17, 

19:20

Association 2:44, 

36:19, 44:25

assuming 38:5

assure 7:11

attached 16:10, 

27:22, 62:13

attack 47:5

attempt 49:7

attention 27:12, 

28:15

AUST 2:35

Authority 1:32, 

2:15, 3:3, 3:8, 

13:2, 13:6, 13:12, 

49:23

authorize 52:21

authorized 57:17

automatic 47:24, 

63:10

available 56:13

average 9:17, 11:10, 

17:18

avoid 23:3

aware 10:5, 25:4, 

63:20

away 55:23, 55:24

Ayala 2:39

< B >

back 7:17, 8:13, 

14:24, 21:9, 

28:24, 34:10, 

40:24, 59:23

backlog 16:19

balance 9:13

balances 9:8, 39:21, 

56:9

Bank 2:43, 31:13, 

36:19, 40:9, 

44:24, 46:16, 

46:25, 53:4, 

54:14, 58:14

Bankruptcy 1:1, 

30:15, 37:14, 

37:22, 39:15, 

39:20, 41:2, 

42:15, 47:25, 

49:4, 49:6, 49:8, 

49:17

bar 45:2

based 9:6, 17:2, 

17:23, 19:11, 

63:23

bases 57:2

basically 14:11, 

25:22, 38:6, 

52:10, 52:11, 

52:12, 55:10, 

56:17, 56:18

basis 17:15, 32:8, 

40:21, 41:19, 

44:1, 44:17, 

44:18, 50:5, 

51:15, 52:11, 

60:20, 61:13, 64:1

Bauer 2:32

begin 5:16, 31:5

beginning 6:22, 

8:14, 40:14

behalf 16:1, 33:18, 

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

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35:1, 36:8, 40:7, 

41:18, 44:24

behind 23:9

believe 8:16, 10:23, 

11:25, 45:1, 53:8, 

55:4, 59:15

believed 58:14

benchmarks 18:4

beneficiary 10:9

benefit 24:25, 

26:20, 49:2, 50:6, 

53:7, 58:15, 65:11

benefits 57:25, 

58:5, 58:7, 60:13

Bennazar 16:6, 16:9

besides 54:9, 55:17

best 66:5

Better 8:6, 26:7, 

29:7, 44:15, 57:20

Biaggi 3:4

bids 13:13

Bienenstock 2:29, 

5:16, 5:17, 5:18, 

6:16, 7:17, 8:2, 

8:19, 8:21, 10:5, 

14:3, 14:9, 15:16, 

15:17, 15:18, 

15:21, 15:22, 

20:10, 23:24, 

23:25, 24:23, 

25:17, 26:5, 26:8, 

26:12, 27:6, 35:4, 

44:16

big 21:20

bill 48:3

billion 8:9, 9:3, 

11:24, 37:12

binds 37:5, 37:6

bit 19:1

blackline 32:3

blended 17:18

Board 1:10, 1:26, 

2:8, 5:15, 5:19, 

5:24, 6:17, 6:20, 

6:24, 7:6, 7:13, 

11:17, 17:3, 

18:24, 19:6, 

27:18, 33:24, 34:9

bodies 59:23

boil 38:6

Bola 3:10

bona 53:17

Bond 8:10, 9:3, 

11:24, 30:24, 

31:11, 37:7, 40:9, 

41:18, 43:9, 

43:23, 44:25, 

48:2, 51:7

bondholder 39:8, 

41:23, 42:4, 

48:10, 49:4, 50:7

bonds 12:8, 12:14, 

36:15, 41:17, 

41:25, 42:10, 

42:14, 42:16, 

43:25, 48:15, 

48:19, 49:15, 

50:14, 50:16, 

51:8, 62:1

borrower 58:8, 

58:10, 58:16, 60:3

borrowers 57:24, 

58:2, 58:4, 58:13, 

59:5

Boston 65:7

bound 41:12

Brady 3:19, 16:1, 

22:12

Brian 2:30, 27:4, 

29:15, 30:7

brief 5:10, 60:24, 

63:23

bright 38:25

bring 20:22, 21:9, 

23:17, 27:11, 

28:15, 41:23, 

42:4, 43:5, 45:3, 

48:14, 49:17

bringing 35:11

brings 40:24

broad 37:20, 38:8, 

49:16

brought 49:1

bulk 25:8

burning 11:7

business 33:5, 45:8

butchered 52:2

< C >

calculated 17:17, 

20:4

calendar 19:23, 33:7

call 5:15, 26:24, 

32:23, 58:20

called 58:21, 63:24

candidates 13:13

capacities 42:12

capacity 41:9, 42:7

caps 20:15

carefully 47:16, 

47:17, 48:5

Carlos 3:17, 52:8

Carolina 3:5

carried 10:25, 56:3

carry 10:24, 16:21

cases 15:5, 17:19, 

24:9, 47:4, 55:17, 

65:9

cash 9:7, 9:8, 9:10, 

9:15, 9:17, 38:1, 

39:24

Casillas 2:39

CAT 3:43

categories 19:16, 

21:11

cause 44:7, 57:5

centers 11:13

centralizes 49:14

cents 34:3, 34:4, 

43:23

certain 12:3, 27:16, 

48:20, 50:4, 

63:13, 63:14

certainly 12:15, 

15:14, 45:9, 59:2, 

62:3

certificate 53:12, 

55:8

certified 28:6, 

54:24, 56:12

certifies 53:16

certify 66:4

cetera 8:23

challenges 23:7

changes 24:5, 49:4

charge 19:10

charged 20:24

check 58:23, 62:3

checked 6:7

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 70 of 89
Circuit 40:19, 41:7

circumstances 38:23, 

51:10

cited 55:14

Claim 31:12, 43:5, 

46:17, 46:21, 

46:22, 52:10, 

58:5, 58:7, 60:12, 

60:16, 60:21, 

61:12

claimant 60:12

claimants 60:5, 

60:15

claimed 40:25

Claims 30:5, 30:19, 

30:22, 30:24, 

30:25, 31:3, 31:9, 

31:12, 31:14, 

31:16, 31:18, 

31:20, 32:7, 

32:12, 33:21, 

33:23, 34:5, 

34:15, 35:14, 

44:11, 55:1, 

57:23, 60:5, 60:8, 

60:13

clarifications 32:21

Clark 2:44, 44:23

clause 36:21, 37:1, 

37:11, 37:19, 

37:20, 39:10, 

41:21, 42:1, 42:4, 

43:2, 43:3, 45:2, 

48:12, 48:25, 

49:19, 49:20, 

49:21, 50:1, 50:22

clawback 14:23

clawed 14:24

cleaner 10:21, 11:7

clear 7:6, 20:16, 

41:21, 53:13, 

55:17, 62:11

client 62:3

clients 19:4

co-counsel 58:24

Code 37:14, 37:22, 

39:15, 39:20, 

41:2, 42:15, 

47:25, 49:17, 

50:25

COFINA 8:12, 26:23, 

27:8, 27:19, 28:3, 

30:21, 31:1, 

31:17, 64:23

collateral 53:2, 

54:7, 54:12, 

54:15, 54:25, 

56:13

colleague 15:22, 

56:24

collection 25:14, 

41:23, 48:15

collections 9:17

collective 45:16, 

48:10

collegial 22:16, 

22:25

color 19:1

comes 28:24, 38:23

comfort 38:20

comfortable 17:22

coming 10:2, 10:5, 

27:3, 33:16, 

33:24, 34:10, 

39:4, 47:17

commend 18:1, 65:9

commensurate 25:13

comment 18:1

commented 22:15

comments 18:14

commercial 38:13

Committee 2:37, 

27:13, 27:18, 

27:22, 28:9, 29:2, 

32:1, 32:15, 

33:18, 34:1, 

34:24, 63:8, 63:9

common 31:18

Commonwealth 1:15, 

2:28, 9:9, 9:11, 

14:12, 14:22, 

14:24, 15:2, 

23:21, 26:20, 

27:13, 28:7, 28:9, 

28:11, 59:6, 

59:12, 59:14, 

59:17, 59:22, 

59:24

communicate 26:3

communication 5:11, 

12:13, 22:25

Company 3:13, 36:2, 

36:8, 40:20, 47:20

compelling 38:13

complete 11:21

completed 13:2, 

13:15

complex 34:8, 50:6

complexities 26:4

compliance 5:13

complicated 34:18

complications 38:17

comply 30:15

complying 48:20

comprehensive 11:21

comprised 55:9

compromised 27:23

conceded 45:1

concept 35:1, 40:17, 

40:18, 40:21

concern 26:13

concerned 20:3, 39:3

concerning 6:20, 

6:25

concerns 26:4, 

32:17, 63:11

concession 13:4

concessions 46:15

conclude 29:20, 

64:20

concluded 64:16, 

64:21

concluded. 65:13

concrete 14:1

condition 50:15

conditions 14:25

condone 63:25

conducted 24:20

conducting 65:7

confirm 6:16, 15:1, 

32:24, 59:1

confirmation 28:3, 

28:10

confirmed 8:24, 

13:3, 34:3

connection 19:22, 

26:24, 27:14, 

28:2, 30:10, 

30:21, 31:4, 

31:24, 33:1, 

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 71 of 89
35:10, 35:18, 

35:21, 64:24, 65:2

consensual 20:23

consent 39:10

consenting 11:23

consequences 6:19

conservative 17:17

consider 38:10

consideration 47:13

considered 35:20, 

48:5

consistent 17:18

consisting 66:4

constantly 23:13

constituents 43:19

construct 50:10

construed 49:10

consultants 17:19

consultation 31:25

Consulting 16:17

consumer 57:24, 

58:2, 58:4, 58:8, 

58:9, 58:13, 58:16

contention 56:17, 

60:4

contested 20:16, 

35:25, 51:25

context 35:3, 57:19

continue 7:18, 12:3, 

43:20

Continued 2:41, 5:13

continues 11:3, 

43:18

contract 17:2, 37:3, 

37:4, 37:10, 

39:11, 39:12, 

53:9, 53:14, 54:5, 

54:8

contracts 19:8, 19:9

contractual 50:6

contradict 24:3

contradiction 47:6

contrary 55:7, 55:8, 

56:5

contributed 54:1

contribution 52:20, 

56:8, 56:9

Contributions 53:1, 

53:5, 53:20, 

54:11, 55:3, 

58:13, 59:5

controlling 50:22

conversations 48:23

conversion 11:7

convince 39:6

cooperating 22:1

cooperation 23:12

Cooperativa 52:1, 

52:9, 53:22, 54:3, 

54:14, 54:25, 

55:1, 57:1, 57:10, 

57:23, 60:6, 60:11

Cooperative 3:15, 

22:16

coordinate 10:21

copy 32:3

Correct 27:8, 27:9, 

28:25, 33:2, 57:9, 

57:13

cost 13:19, 46:5, 

63:10

costs 26:14, 26:15, 

38:17

Counsel 5:5, 5:15, 

19:6, 26:3, 40:8, 

40:9, 40:15, 

41:21, 42:3, 

44:10, 45:1, 

46:16, 48:13, 

48:22, 51:23, 

61:10, 65:4

couple 7:8, 7:23, 

18:11, 18:15, 

22:5, 26:22

course 7:12, 9:24, 

55:10, 55:16, 56:2

COURTROOM 5:11, 

22:6, 48:24, 61:17

courts 65:5

cover 9:25, 21:11, 

25:2, 27:21

covered 61:25

create 15:1, 45:24, 

50:3

created 54:17, 

54:18, 55:11

creates 21:3, 41:5

creating 21:22, 

24:10

credit 22:16, 25:20, 

25:22, 52:13, 

52:14, 52:19, 

53:2, 54:13, 62:16

Credito 3:16, 52:1, 

52:9, 53:22

creditor 53:21

Creditors 2:38, 

13:22, 14:19, 

14:21, 14:22, 

27:13, 27:22, 

29:2, 32:1, 32:14, 

34:1, 50:19

critical 13:19, 15:3

crude 17:12

CSR 66:12

culminate 6:23, 7:3, 

7:9, 12:17

Current 11:10, 

12:11, 13:25, 

21:17, 25:14

currently 7:22, 

9:15, 24:15

customer 50:12

customers 9:18, 

11:10, 38:12

cuts 46:10, 46:11

< D >

date 9:14, 27:16, 

33:6, 33:7, 53:25, 

64:22, 65:1

dates 27:9, 33:1

day 15:8, 26:14, 

26:19, 43:18

days 33:5, 33:7, 

61:16

de 3:15, 38:8, 

38:18, 43:14, 

52:1, 52:9, 53:22

deadline 28:24, 

33:5, 64:12, 64:13

deal 8:12, 8:22, 

11:1, 33:21

dealing 33:22

debt 6:21, 8:10, 

9:1, 9:3, 9:4, 

10:19, 10:24, 

11:1, 11:16, 

11:24, 12:9, 

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 72 of 89
13:18, 14:9, 20:9, 

37:12, 39:14, 

41:3, 41:14, 

42:11, 43:3, 46:20

Debtor 1:34, 2:17, 

9:9, 9:13, 50:18, 

53:16, 53:19, 54:1

Debtors 1:18, 30:4, 

31:23, 42:7

debts 41:7, 42:6, 

51:5

December 21:10, 

23:15, 64:18

decided 60:7

decision 47:1, 

51:21, 60:10, 

60:13, 63:3, 64:1

declaratory 57:11

decrease 25:16

deductions 52:25, 

53:20

deep 26:17

deferred 16:8, 

20:19, 29:24, 

29:25

defined 41:7, 41:9, 

49:10, 56:7, 56:9

defines 41:13, 49:14

definitely 14:13

definition 23:10

definitive 12:4

delivered 11:11

demandable 43:4

demonstrated 51:13

demonstrates 44:7

denial 57:3, 57:8

denied 48:7, 51:17, 

51:20, 57:4

denies 50:21

deny 45:5

departing 65:8

deposited 63:14

deprive 43:23, 50:18

DEPUTY 61:17

describe 57:22

described 17:11, 

19:16, 44:16

design 57:15, 58:15

designated 54:11

designee 53:23

DESPINS 2:38, 33:16, 

33:17, 34:15, 

34:19, 63:7, 63:8, 

64:2, 64:6

destroys 45:3

detail 64:10

detailed 58:17

details 28:17

determination 63:22

determined 54:24

determining 35:13

devices 5:10

dialogue 35:8

difference 59:10

different 10:13, 

11:6, 19:3, 21:13, 

31:22, 42:12, 

44:11

difficult 22:22, 

22:24

difficulty 38:9

diluted 46:12

direct 45:19, 50:4, 

55:2

directly 7:1, 20:12, 

21:16, 51:9

disbursed 10:4

discipline 21:4

disclosure 8:16, 

64:23

disclosures 5:22, 

6:19

discomfort 18:19

discount 19:11

discourage 47:3

discussed 42:23, 

48:13

discussing 26:10

discussion 15:6, 

24:1, 26:19

discussions 16:22, 

18:20, 23:1

disincentive 21:3

dispute 14:21

disregard 45:16

distilled 30:25

distinguish 49:7

distributed 50:20

distribution 13:5, 

13:9, 50:18

District 1:3, 2:22, 

2:23, 49:9, 66:1, 

66:2, 66:7

divide 40:10

Docket 1:6, 1:22, 

2:4, 47:22, 51:21

document 41:11, 

64:17

documents 50:8, 

53:9, 62:11

doing 7:13, 7:14, 

62:14

dollar 34:4, 37:13, 

43:23

dollar-for-dollar 

25:20

dollars 8:9, 9:3, 

9:9, 9:11, 9:12, 

9:14, 9:18, 10:1, 

34:7, 37:12, 

41:15, 43:16, 

43:17, 43:19, 

45:23, 54:2

dollars. 34:8, 54:1

done 7:24, 11:22, 

13:22, 23:13, 

23:14, 35:6

door 39:4

down 30:25, 38:5, 

38:6

down. 62:6

drafted 62:13, 62:14

drawn 52:12

Due 13:9, 36:15, 

48:10, 51:8, 

52:16, 62:22, 

64:15

Duffey 2:45

During 9:16

duties 45:13

< E >

earmarked 56:13

Easy 33:21, 34:15, 

34:16, 35:15

ECF 30:6, 36:3, 

36:11, 52:2

economic 14:5

economical 21:21

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 73 of 89
economically 11:4

economy 34:6, 44:8

effect 26:16, 37:25, 

38:1, 38:2, 50:3, 

50:17, 54:20, 

55:12, 63:23

effective 26:18

effectuate 47:25

effectuation 50:2

efficient 21:21

efficiently 23:22, 

36:11

efforts 17:11

eight 9:2, 37:12

either 14:18, 21:7, 

23:17, 41:4, 41:5, 

45:18

Electric 1:31, 3:7, 

12:23

electrical 41:15, 

43:16, 50:12

electricity 48:3

elevate 39:19

elevation 41:10

eliminate 36:25

emphasize 9:20

employee 58:13

Employees 52:15

employment 19:19

enabled 50:11

enacted 24:8, 24:19, 

55:15

encompasses 19:15

encumbered 52:21

end 7:24, 19:23, 

26:14, 26:19, 

31:5, 35:7, 40:14

ends 19:22, 42:3

energized 11:14

enforce 27:15, 

27:23, 28:8, 43:5, 

48:14, 57:23, 58:4

engaged 35:8

engagement 19:4, 

19:13

engaging 21:16

English 32:10

ensure 29:5, 52:19

entailed 30:10

enter 28:22, 30:3, 

32:19, 51:19

entered 8:7, 11:17, 

28:23

entice 52:12

entire 63:15

entities 10:17

entitled 17:4

entitlement 51:16

entity 14:1, 14:19, 

31:22, 39:13

entry 30:6, 33:13, 

47:22, 49:5, 51:21

envision 31:20

envisioning 31:7

equally 38:13

equation 45:4

equitable 36:25, 

37:3, 37:9, 39:22, 

40:17, 40:19, 

40:21, 49:21, 

49:24, 51:16

equitably 50:20

equities 39:21, 

45:7, 45:10, 

45:12, 46:6

equity 46:10, 49:1

equivalent 50:13

ergo 56:8

ERS 53:13, 53:15, 

54:5, 54:24, 55:6, 

55:25, 56:5, 

56:12, 58:2, 58:5, 

58:8, 58:19, 59:5, 

59:6, 59:8, 59:12, 

59:18, 59:21, 

59:22, 59:25, 

60:2, 62:13

Esq 2:32, 2:39, 3:4, 

3:5, 3:10, 3:13, 

3:17

ESR 52:15

essentially 27:25, 

30:15, 37:3, 

40:15, 42:3, 

42:13, 42:17, 

42:22, 43:1, 57:2

Establish 30:5, 

57:4, 60:20

established 58:18

estimate 17:17

estimation 17:10

estoppel 53:12, 

53:15, 55:7

et 1:16, 2:29, 8:23

evaluating 16:23

evaluation 5:22, 

18:5

event 11:1, 33:22, 

54:20, 55:12

events 28:1, 39:3

everyone 13:21, 

20:15, 25:23, 

25:25, 35:2, 65:10

everything 9:25

evidence 61:10

evidentiary 60:19

exactly 14:3, 25:17, 

25:24

examination 44:12

Examiner 3:19, 

15:19, 16:2, 

17:21, 18:12, 

20:3, 24:18, 

29:20, 29:21, 

29:23, 30:1

example 14:20, 19:6, 

30:20

exception 42:1

exclude 49:24

exclusion 49:21, 

50:22

exclusively 19:17

excuse 30:9

Execute 36:10, 

37:17, 39:25, 

47:21

executed 53:13

execution 37:24, 

38:1

exercise 21:4

Exhibit 17:11, 54:3

Exhibits 4:9, 53:10, 

62:12

exist 37:4, 41:1, 

45:8, 63:24

existence 51:3

exists 51:1

expand 12:5

expect 7:8, 7:14, 

11:22, 35:17, 

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 74 of 89
58:16, 64:7

expectation 28:21

expectations 20:15

expected 13:15, 20:8

expects 22:18, 

22:19, 30:1

expedited 33:25

expeditiously 31:3

expend 10:8

expended 10:6, 17:17

expenditures 9:16

expenses 46:5

expensive 10:20

explain 48:7

explained 43:8

explicitly 19:8, 

19:12, 21:2, 40:20

exponential 20:5

exposures 12:9

express 55:5

expressly 39:10

extend 52:14

extended 11:20

extent 18:7, 31:17, 

50:21, 61:21

extremely 35:9

< F >

facilities 52:14

facility 9:10

fact 11:25, 18:2, 

28:7, 39:1, 40:19, 

45:1, 52:16

factor 13:20, 44:8

factors 44:7, 51:18, 

57:7, 61:13

facts 6:19, 38:5, 

44:13, 64:10

factual 6:24, 37:12, 

37:23, 38:23, 

39:1, 39:5, 44:11, 

61:11, 61:12

fade 7:2

failed 57:4

fails 42:25

failure 43:18

fairly 45:4

fairness 39:22, 46:2

fall 19:19, 20:1

falling 19:24

far 12:22, 20:3

Farr 29:13

favor 46:11, 57:8

favors 46:25

feasible 49:22

feature 23:16

Federal 9:24, 10:1, 

10:3, 10:6, 10:9, 

25:14, 41:4

Fee 3:19, 15:19, 

16:1, 16:3, 16:18, 

17:1, 17:21, 

18:12, 18:20, 

19:24, 20:2, 22:4, 

23:5, 23:8, 24:17, 

24:18, 25:6, 26:1, 

29:20, 29:21, 

29:22, 29:23, 30:1

fee-related 22:8

feel 17:12

feels 20:12, 20:25

fees 16:24, 18:6, 

18:8, 20:23

felt 47:7

few 5:21, 7:23, 

12:1, 18:13

fide 53:17

fifth 43:6

FIGUEROA 3:13, 36:5, 

36:6, 36:7, 37:8, 

38:22, 40:2, 

47:10, 47:12

File 23:5, 27:16, 

29:3, 29:7, 30:16, 

31:19, 32:1, 40:8, 

47:2, 62:5

filed 8:15, 12:2, 

13:10, 16:3, 

17:23, 27:13, 

27:16, 27:21, 

27:24, 28:7, 28:8, 

28:19, 30:9, 

30:20, 30:22, 

30:24, 32:15, 

32:19, 34:13, 

35:7, 36:14, 

36:19, 55:1, 57:1, 

61:14

filing 16:5, 31:7, 

32:11, 36:16, 

55:16, 62:23

final 12:19, 15:13, 

33:12, 51:25

finalize 35:6

Finally 44:6, 46:24, 

50:24

Financial 1:9, 1:25, 

2:7, 3:2, 9:4, 

50:15, 52:13

financially 38:8, 

38:17

financing 9:19, 

55:25

find 43:10, 44:4, 

44:19, 55:4, 55:10

finding 60:21, 61:11

findings 6:24

finds 37:18, 37:19, 

37:23, 49:16

FINGER 3:8, 40:4, 

40:6, 40:13, 

44:20, 44:21

finishing 22:20

firm 5:23, 5:25, 

18:24, 24:12, 

24:13, 25:25, 

44:24

firms 19:21, 20:2, 

24:13, 26:15

First 5:21, 6:14, 

9:5, 18:13, 19:18, 

19:25, 24:9, 

40:19, 41:7, 43:1, 

43:15, 45:16, 

48:8, 48:10, 57:21

Fiscal 3:1, 12:24, 

13:1, 19:22, 28:6

five 8:9

five-part 42:24

flat 17:1, 19:6

fleet 11:3

focus 36:12, 38:6

focused 62:1

following 12:25, 

19:11, 54:18

follows 8:6, 54:11

footnote 60:24

force 54:19, 55:12

foresight 23:19

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 75 of 89
form 15:12, 15:13, 

23:17, 31:19, 

41:15

formally 24:21

Forman 29:16

formerly 29:24

forth 46:21

forward 8:8, 10:11, 

10:25, 20:25, 

21:17, 21:23, 

39:4, 39:6, 40:23, 

44:5, 65:11

fossil 10:20

foundation 17:5

four 8:9

fourth 23:5

frame 7:20, 34:13, 

35:10

frankly 22:21

fuel 14:4

fuels 10:20, 11:7

full 50:15, 54:19, 

55:12

fully 11:15, 19:24, 

47:15

fund 59:8, 59:19, 

59:22, 60:2

fundamental 13:20, 

45:14, 47:5

fundamentally 46:1, 

51:2

funds 10:7, 10:9, 

52:11, 52:25, 

54:24, 59:12, 

59:13, 60:23, 

62:17, 63:13

future 13:20

< G >

Garcia 16:6

gas 11:8

gave 64:13

GDB 8:8

general 17:20, 

37:16, 59:8, 

59:12, 59:19, 

59:22, 60:2

generally 17:18, 

63:19

generate 14:4

generation 10:13, 

10:19, 11:3, 11:6, 

11:10

generic 22:13

gets 23:6

getting 22:22

give 12:21, 15:9, 

18:25, 25:3, 

38:20, 46:13, 

64:12

given 18:7, 20:8, 

22:14, 26:22, 34:4

gives 63:17

giving 26:6

glad 21:15

global 34:24

goal 11:5, 23:18, 

29:9, 35:7

Godfrey 16:1, 22:12

governing 50:8

Government 9:24, 

10:1, 10:6, 13:21, 

15:7, 17:2, 25:1, 

26:3

governmental 64:8

grab 46:9

Grain 3:13, 36:2, 

36:8, 47:20

grant 37:3, 52:13

granted 54:3, 56:2, 

57:18

granting 57:17

grateful 5:13

great 26:13

greater 30:16

Greenberg 40:6

grid 11:5, 11:11

grossed 26:15

grounds 37:23, 39:5

Group 11:19, 12:1, 

12:5, 12:8

groups 45:18

growth 13:19, 13:20, 

20:7, 21:24

GSA 17:2, 17:4

guaranteed 54:6

guarantees 53:15

guaranty 53:21

guesswork 15:10

guidance 18:3

< H >

Hampshire 40:20

hand 9:10, 14:22

handled 14:10, 31:18

handles 8:8

handling 44:10

happen 61:22

happened 20:1, 61:23

happening 10:22, 

24:24

happens 24:12, 26:19

happenstance 50:11

happy 6:14, 7:17, 

17:7, 17:24, 

27:20, 33:19

hard 12:15, 12:20, 

20:20, 20:21

hardly 55:4

harmless 37:24

harms 43:12, 44:2

Hastings 33:18

Haynes 3:9

he'll 20:11, 40:11

head 62:6

hear 6:6, 6:8, 

21:15, 34:17, 

63:16

heard 8:16, 15:12, 

22:4, 22:8, 29:14

HEARING 2:21, 6:10, 

23:16, 25:11, 

28:2, 33:1, 33:6, 

33:7, 35:10, 

35:13, 36:13, 

64:22, 64:23, 65:1

hearings 16:22, 

24:20, 27:10, 65:7

heart 17:9, 18:3

held 27:25, 59:19, 

60:2

help 57:19

helpful 32:22

Hermann 2:32

Highways 2:13

hikes 15:5, 18:24

hindsight 23:18

Hoc 11:19, 12:1

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 76 of 89
hold 6:7, 11:23, 

48:18, 58:13, 63:1

holders 11:23, 50:16

Holdings 5:23, 6:21, 

43:23

Honorable 2:22, 66:6

hope 8:23, 12:15, 

12:16, 26:18, 

35:20

hoped 35:3, 35:5

Hopefully 20:16, 

21:8, 23:19, 31:5, 

32:17, 34:10

hoping 35:6

hourly 17:18, 19:7

hours 12:1, 17:14, 

17:17

HTA 14:12, 14:22, 

14:24, 15:2

hundred 43:22

hurricane 9:22

< I >

identification 61:23

identified 5:20

identity 51:4, 51:9

ignore 45:17

III 1:8, 14:14, 

31:23, 36:16, 

47:1, 47:4, 48:1, 

55:17, 60:7

illegally 62:18

impact 19:25, 20:3, 

20:7, 25:21

impede 26:20

implement 19:21

implications 6:19

importance 62:12

important 21:20, 

22:13, 23:7, 31:2, 

33:21, 34:9, 45:21

importantly 39:8, 

53:24

imposed 19:19, 21:2, 

39:12, 49:25

imposes 42:22

imposition 21:4

improving 13:8

inaudible 6:25

Inc. 3:13, 36:8, 

47:21

include 12:7, 16:12

included 31:9, 32:3, 

36:22

including 8:22, 

53:21

incorporated 37:15

increase 25:16, 

31:8, 52:20, 52:23

increased 15:6, 

25:2, 43:20

increases 18:20, 

19:7, 19:12, 

19:15, 19:17, 

19:25, 20:8, 

20:15, 20:17, 

21:2, 21:5, 21:11

indenture 39:11, 

39:17, 39:19

indentured 38:3

independent 50:12

independently 14:10, 

45:20

indicated 18:11, 

18:19, 32:13, 35:4

indicating 51:19

individual 31:19, 

48:17, 49:2, 49:4, 

50:7, 50:10, 51:9, 

51:13, 55:6, 

57:25, 58:12, 

58:18, 59:18, 

60:3, 60:22, 60:25

individualized 38:16

industry 13:3, 24:13

inequitable 50:9, 

50:17, 51:2

inform 62:3

information 9:6, 

24:4, 26:6, 35:12, 

61:1

informative 13:10, 

18:11, 27:21, 

28:14, 28:20, 

29:8, 62:5, 62:21, 

62:24, 64:12, 

64:15

initial 12:6

insight 18:6, 21:18, 

64:9

insignificant 20:4

institutions 52:13

instructions 16:14, 

16:22

instrument 49:3

insured 12:8, 12:13

insurers 12:2, 12:7, 

12:12

integrated 13:14

intend 30:3, 47:1

intended 25:14

intends 21:6

intensive 39:1

intent 59:16

inter 49:11

interconnectedness 

14:21

intercreditor 49:10

interest 5:6, 7:12, 

13:3, 13:21, 

26:18, 51:8, 

53:21, 54:15, 

57:17, 57:18, 

57:22

interested 13:7

interests 26:4, 

53:19, 57:16

interim 16:3, 16:17

interposed 32:13

interrelationships 

14:11

introduce 7:11

investigate 6:18

investigation 6:23, 

61:22

investigations 18:4

investments 48:3

investors 10:23

invoked 43:13

involved 15:7

involvement 46:25

island 10:14, 11:10, 

11:12, 13:19, 

21:24

issue 13:12, 19:11, 

20:20, 25:12, 

25:21, 36:13, 

36:18, 37:19, 

38:20, 42:21, 

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 77 of 89
50:24, 53:15, 

54:8, 60:7, 63:13, 

63:15, 63:18, 

63:22

issued 56:3

issuer 37:7, 49:5, 

50:8, 50:13, 50:14

issues 5:21, 19:5, 

20:16, 20:22, 

21:16, 22:4, 22:9, 

22:21, 29:7, 

33:19, 64:10

item 15:18, 16:7, 

24:1, 27:11, 

29:24, 30:4, 36:2

items 29:25

itself 36:20

< J >

January 8:24, 13:15, 

20:1, 35:18, 35:21

job 21:20

John 2:45

Jointly 1:11, 1:24, 

2:6

Juan 2:39, 5:1, 5:7, 

5:9, 64:25

Judge 2:22, 2:23, 

5:17, 15:25, 16:3, 

22:2, 66:7

judgment 57:11

judicial 44:8

juncture 22:15

June 13:3

< K >

Kahn 16:1, 22:12

Katherine 3:20, 

15:25

Katiuska 3:10

Keep 65:11

keeping 11:4, 15:4

kept 53:6, 59:23, 

63:14

Kevin 3:8, 40:6

kicked 8:13

Kim 62:1

kind 38:9

knowledge 15:8, 

24:23, 54:6

knows 8:6, 9:2, 

9:22, 10:15, 

14:20, 63:11, 

63:18

Kobre 61:25

< L >

lacking 51:10

lacks 49:17, 51:12

laid 17:24, 18:3

language 53:13, 

55:8, 56:16

large 11:14, 32:25

last 10:9, 16:4, 

20:1, 20:13

late 26:7

later 24:6, 28:22, 

29:9, 29:10, 

45:25, 46:23

Laura 2:22, 66:7

Law 40:18, 40:24, 

41:1, 41:4, 42:20, 

44:24, 49:1, 49:4, 

52:11, 52:16, 

52:17, 52:18, 

52:23, 54:9, 

55:14, 55:19, 

56:4, 56:6, 56:11, 

57:16, 62:11, 

62:14, 63:13

lead 24:5

least 7:8, 12:17, 

23:16, 25:24, 

41:24, 42:25

leave 29:20

leaving 9:13

Lecaroz 2:35

lectern 6:8

led 8:14, 18:5

legal 5:25, 24:13, 

39:6, 50:5, 51:14, 

60:7

legally 38:15

legislation 8:23, 

13:14, 24:7, 

24:19, 59:7, 59:16

legislators 24:22

less 8:16, 10:20, 

24:14, 48:18

level 47:6, 64:9

levels 11:12, 43:13

liability 31:22, 

36:17

lien 54:17, 54:18, 

54:23, 55:11

lift 44:7, 44:18

lifted 60:17

Lifting 60:9

light 38:25, 45:6, 

46:15, 51:6

likelihood 24:8

likely 14:13, 24:5, 

24:25

Likewise 31:16

limitations 49:25

limited 39:23, 60:6

limits 21:1, 49:14, 

52:23

line 29:1

lines 11:15

liquid 11:8

list 16:8, 16:10, 

20:19, 29:25

listed 29:22, 64:17

listened 47:17

litigation 64:11

little 19:1, 22:23, 

25:21, 43:21

live 33:8

LLC 49:8

LLP 44:24

loan 9:10, 9:12, 

9:13, 53:2, 54:12, 

54:15, 55:13, 

56:15

loans 52:22, 54:3, 

54:8, 54:20, 

54:25, 55:18, 

55:24, 56:1

lodge 47:7

long 29:9

longer 22:23

look 5:25, 21:17, 

23:8

looking 24:18, 31:8

lose 61:15

lot 63:17

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 78 of 89
lots 9:23

LPRA 42:22

Luc 2:38, 33:17, 

63:8

Lugo 3:10

Luis 3:4, 56:23

LUSKIN 5:25, 6:1, 

6:5, 6:6, 6:8, 

6:12, 7:5, 7:16, 

7:22, 7:25, 8:1

< M >

main 33:22, 60:4

maintained 49:2

maintaining 11:5

major 8:8, 8:25, 

9:1, 10:6, 14:9, 

29:6, 46:1

manage 38:19

Management 1:10, 

1:26, 2:8

mandatory 43:12

Maria 3:13, 36:7

MARINI 3:4, 56:21, 

56:23, 57:13, 

57:21, 58:11, 

58:17, 58:23, 

59:1, 59:15, 

59:25, 61:3, 61:5, 

61:19, 62:2, 62:6, 

62:8

market 13:2, 17:20, 

19:21, 21:11

Martin 2:29, 5:18

Maslon 44:24

massive 23:20, 23:21

material 25:23

matter 6:18, 7:12, 

8:25, 10:23, 

12:18, 26:13, 

27:25, 36:13, 

37:22, 47:12, 

51:25, 52:16, 

62:1, 62:19, 63:1, 

63:17

matters 5:24, 8:25, 

18:12, 35:11, 

35:25, 64:17

maximized 21:21

Mckinsey 5:22, 5:23, 

6:20, 16:17, 

16:24, 17:5, 

17:13, 17:23

mean 55:5

meaningless 34:5

means 22:22, 51:4

measures 21:19

meet 39:5

meeting 11:25

Mellon 31:14

members 5:6

mention 33:20

mentioned 7:19, 

36:11

Mercedes 36:7

mere 51:4

merits 56:18, 63:12

met 42:23, 43:2

method 10:19

methodology 16:23

mic 6:9

Michael 6:1

microphone 7:2, 7:17

mid 13:3

milestones 13:1

Milian 16:6

million 9:9, 9:11, 

9:12, 9:14, 9:18, 

37:13, 41:15, 

43:15, 43:18, 

45:22

mind 11:4, 15:4, 

33:12, 38:19

minimis 38:8, 38:18, 

43:14

minimize 20:16

minute 6:7

minutes 40:11

model 19:11

Modification 8:8

Modifications 8:5, 

32:4, 33:11

moment 20:18

Monday 27:20

money 10:3, 10:5, 

25:12, 45:9, 56:12

monoline 12:2, 12:12

monolines 12:7

Monsita 2:35

month 9:17

months 7:8, 7:23, 

12:18, 23:9

MORGADE 3:13, 36:5, 

36:6, 36:7, 37:8, 

38:22, 40:2, 

47:10, 47:12

morning 5:5, 5:17, 

6:5, 6:11, 6:12, 

15:24, 15:25, 

22:10, 22:11, 

33:17, 36:5, 36:7, 

40:4, 40:5, 52:6, 

52:7, 56:21, 56:22

mortgage 54:20

motions 18:11, 

62:13, 63:10

motive 52:18

motives 52:17

Movant 36:9, 41:5, 

42:2, 42:25, 45:1, 

46:11, 46:16, 

48:2, 48:9, 48:13, 

49:7, 49:17, 

49:22, 49:24, 

50:1, 50:3, 50:10, 

50:22, 50:25, 

51:12, 57:4

move 14:1, 33:5, 

35:25, 40:23, 

44:4, 63:24, 65:10

moves 36:24

moving 10:11, 16:9, 

27:7

MS 2:35, 3:3, 3:5, 

3:10, 3:13, 3:20, 

15:24, 15:25, 

16:21, 18:9, 

18:16, 18:18, 

18:21, 18:23, 

19:2, 20:7, 22:2, 

23:10, 23:15, 

29:19, 29:24, 

34:25, 36:5, 36:6, 

37:8, 38:22, 40:2, 

47:10, 47:12

multiple 31:7, 31:14

multiples 30:23, 

31:11

Muniz 56:24

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 79 of 89
mutual 42:8

mutuality 41:3, 

41:7, 42:5, 42:19, 

42:22, 43:1, 45:3, 

50:24, 51:1, 51:3

myself 7:11, 46:9

< N >

name 36:7, 48:20

names 22:5

Nathan 3:9

National 2:43, 

36:19, 44:24

natural 11:8

nature 16:24, 18:4, 

18:7, 23:1, 32:8, 

46:17, 46:19, 

57:15, 60:20

near 9:20

nearly 14:15

necessarily 15:3, 

46:18, 51:3

necessary 21:8, 

23:17, 46:15, 

46:20, 52:20

need 6:6, 7:1, 

10:24, 15:1, 

17:13, 21:2, 

23:21, 30:24, 

34:7, 35:25, 

43:17, 46:22, 

48:23, 51:17, 

57:14, 59:1

needed 23:21, 29:20

needs 64:19

neglected 29:19

negotiated 17:3, 

21:17

negotiation 27:17

negotiations 11:21, 

14:18, 15:3, 

22:22, 22:23

net 24:25, 25:16

New 2:31, 5:7, 5:12, 

6:1, 12:1, 22:5, 

22:8, 24:1, 24:4, 

26:24, 27:2, 

29:13, 29:14, 

31:13, 40:20, 

49:9, 56:6, 56:7, 

64:24, 65:3, 65:6

news 15:15

next 8:17, 8:25, 

9:1, 15:18, 22:4, 

29:3, 30:4, 36:2, 

42:24, 64:22, 65:1

nine 9:3, 40:10

no-action 36:21, 

37:1, 37:10, 

37:19, 37:20, 

39:10, 41:21, 

42:1, 42:3, 43:2, 

43:3, 45:2, 48:12, 

48:17, 48:25, 

49:19, 49:20, 

50:1, 50:22, 51:6

No. 1:6, 1:22, 2:4, 

22:9, 24:23

nobody 58:21

Nodding 62:6

noncontractual 50:4

None 4:5, 4:11, 

64:21

nonrecoursed 42:16

nonsubstantive 32:8

nontimekeeping 16:25

note 23:7, 46:16

noted 40:8

notes 26:22

noteworthy 22:20

Nothing 8:22, 24:2, 

29:16, 29:17, 

31:17, 44:7, 49:3

Notice 28:20, 30:10, 

32:1, 32:10, 

32:15, 32:20, 

34:13

notices 32:9

noticing 32:25

notification 53:25

notified 53:18

November 8:18, 31:6, 

64:15, 64:22

Number 17:10, 29:25, 

30:6, 30:25, 31:1, 

31:8, 36:3, 36:11, 

47:22, 51:21, 

52:3, 52:11, 

53:18, 53:24

< O >

object 28:10

Objection 21:7, 

23:18, 30:5, 

30:14, 31:9, 

31:19, 32:4, 

32:13, 40:8, 47:2, 

47:8, 55:5, 56:6, 

57:1, 57:2, 60:18, 

61:6

objections 23:2, 

30:11, 30:16, 

31:8, 31:19, 

32:25, 36:23, 

55:15

objectors 36:20, 

36:21

obligation 41:16, 

41:17, 42:10

obligations 42:9

obligee 51:5, 51:10

obligor 51:5, 51:10

observation 22:14

observations 17:21

observing 5:7

obtain 50:13

Obviously 10:6, 

12:7, 24:17, 31:2, 

35:3, 37:6, 45:8, 

46:10

occur 28:1, 28:8

occurred 24:2

October 9:17

offered 4:5, 4:11

offers 49:22

offhand 63:23

Official 2:37, 66:13

offset 25:1, 25:15

often 34:2

Okay 6:3, 6:12, 

18:16

Omni 35:18, 64:18

Omnibus 2:21, 30:5, 

30:16, 31:7, 31:9, 

31:25, 32:25, 

33:1, 33:6, 33:7, 

65:1

once 15:2, 59:5

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 80 of 89
One 10:18, 12:2, 

14:17, 14:22, 

16:5, 16:13, 24:1, 

28:22, 32:22, 

37:13, 39:4, 

44:19, 46:11, 

53:14, 54:25, 

55:19, 55:23, 57:3

one-off 31:18, 38:16

ones 34:16, 34:17

ongoing 14:18, 15:3, 

18:20, 59:5, 

59:17, 61:22, 65:6

open 39:3

operate 43:20

operating 9:8, 13:8

operation 13:4

operational 9:15, 

52:19

operations 9:16, 

9:20, 9:21, 10:11

Operative 29:22, 

48:11, 49:13, 

50:23

opportunity 28:13, 

37:17

oppose 32:7

opposed 28:20

oppositions 36:18

oral 47:18, 51:21

Order 8:7, 16:11, 

27:14, 30:2, 30:3, 

32:3, 32:16, 

32:19, 32:21, 

33:12, 36:10, 

36:11, 36:14, 

50:1, 51:19

Ordered 29:1

originally 16:12

originating 54:12

os 3:10

Others 14:12, 19:8, 

52:17

otherwise 10:8, 

28:10, 29:2, 

35:12, 50:20

out-of-pocket 26:15

out-of-state 25:15

outset 25:4

outside 24:11, 

24:13, 25:8, 48:24

outstanding 11:24, 

41:25, 48:19

overarching 11:5

Oversight 1:9, 1:25, 

2:7, 5:15, 5:18, 

5:24, 11:17, 17:3, 

19:6, 26:25, 

27:18, 33:24, 34:9

overstate 62:12

owe 41:16

owed 36:17, 41:15, 

42:11, 45:22, 48:3

owes 41:14, 41:17, 

43:15

own 6:24, 24:12, 

48:20, 55:25

< P >

P3 13:2, 13:6, 

13:12, 13:25

PAGE 4:3

pages 66:4

paid 9:11

Pan 3:12, 36:2, 

36:8, 36:9, 36:12, 

36:14, 36:17, 

36:24, 36:25, 

37:8, 37:11, 

37:16, 37:21, 

39:7, 39:8, 39:12, 

39:22, 39:25, 

40:16, 40:22, 

41:14, 41:16, 

42:11, 43:4, 

43:15, 45:10, 

47:20

papers 43:8, 46:19, 

58:18, 59:4

paperwork 35:14

paragraph 55:5, 56:6

part 15:6, 24:24, 

42:10, 58:2, 59:7, 

59:21, 59:25, 

60:7, 60:8, 60:15

participant 52:21, 

52:24, 53:5, 53:6, 

53:16, 53:17, 

53:19, 54:12

participants 5:8, 

52:14, 52:15, 

53:12, 55:3, 56:1, 

56:7

participating 47:3

particular 6:18, 

7:20, 38:7, 38:23, 

42:1, 47:2, 64:8, 

65:5

particularly 43:22

parties 5:6, 7:11, 

7:14, 11:21, 13:7, 

35:11, 41:8, 

41:13, 41:20, 

42:5, 42:8, 44:14, 

48:6, 54:21, 64:7, 

64:8

Partnership 13:2

parts 10:13

party 12:12, 37:4, 

37:5, 37:7, 43:7, 

62:22

Paul 33:18

pay 14:6, 51:7

PAYGO 55:20, 55:22, 

57:16, 59:7, 59:16

payment 9:12, 42:14, 

50:4, 50:14, 

50:16, 56:15

payroll 52:25

payrolls 55:3

PAZ 3:17, 52:4, 

52:5, 52:8, 53:8, 

55:21, 56:20

PBA 14:12

pending 16:18, 28:1

pension 57:25, 58:4, 

58:7, 60:5, 60:12, 

60:14

pensioner 58:16

pensioners 53:11

people 13:21, 18:13, 

21:3, 22:5, 26:22

percent 11:9, 11:11, 

11:12, 11:13, 

11:14, 24:10, 

24:14, 25:5, 25:7, 

41:24, 48:18, 

50:14

percentage 52:20

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 81 of 89
performed 18:8

perhaps 34:20, 46:1

period 16:4, 16:16, 

16:18, 19:24, 

22:21, 27:17, 

30:10

permeates 63:15

permission 16:11, 

42:20

permissive 43:11

permit 40:22, 41:22, 

42:4, 44:3, 44:4, 

44:18

permits 42:21

permitted 43:4

person 6:14, 16:2, 

17:14, 35:13, 

35:15

personal 15:7, 

26:17, 52:22, 

54:20

perspective 25:3, 

45:10, 45:12

pertains 24:1

pervasive 63:22

petition 55:16

phase 14:2

PHV 2:29, 2:30, 

2:38, 2:44, 2:45, 

3:3, 3:8, 3:9, 

3:19, 3:20

physical 13:17

Pietrantoni 56:23

pivotal 36:13, 

36:18, 37:18

place 11:20, 20:14, 

21:19, 29:9, 

48:10, 56:2, 64:24

Plan 8:14, 12:19, 

12:24, 13:1, 

13:14, 27:8, 28:4, 

28:6, 28:10, 31:5, 

34:2, 35:4, 56:8, 

57:15, 58:15, 

58:20, 58:21, 

60:8, 60:15, 61:21

planning 27:16

plans 8:4, 15:2

platform 21:22

pleadings 29:3

please 62:5

pledged 46:2, 46:3, 

46:4, 46:8

plus 16:13

podium 27:3, 33:16

point 24:22, 28:15, 

46:24, 55:17

points 23:16

policies 6:25

portion 6:2, 29:20

position 9:7, 40:2, 

46:17, 46:21, 

63:12

possession 9:10, 

9:13

possibility 32:6, 

38:11

possible 7:24, 11:4, 

12:20, 12:21, 

13:22, 15:11, 

15:14, 31:4, 

38:15, 59:2

possibly 32:12

posted 13:6

potential 20:5, 

60:12

Power 1:32, 3:7, 

11:9, 11:11, 

13:20, 14:4, 

36:17, 37:3, 48:9

powers 36:25, 37:10, 

49:4, 49:14, 49:24

practical 10:23, 

50:13

practice 19:18

PRASA 14:12

precedential 49:23

predict 12:15

preliminary 11:18

prepare 10:24

prepared 6:2, 61:2

preparing 65:7

prepetition 36:15, 

36:16, 39:14, 

41:16, 43:16, 

48:3, 55:18

present 49:18

presentations 51:24

presented 40:15, 

47:4, 51:11

presenting 57:10

presentment 28:21

press 5:6

presumptive 20:13, 

20:14, 21:9

previews 20:2

previous 16:22

previously 30:19, 

56:2

price 17:2, 17:4

pricing 17:4, 17:5, 

19:11

principal 48:19, 

51:8, 54:15

principle 40:22, 

45:21, 45:24, 46:2

principles 5:14, 

25:15, 45:14, 47:5

prior 36:15, 57:16

private 13:4

probabilistic 15:10

probably 21:13, 

24:16

problem 63:25

problems 23:2, 

29:10, 45:25

procedural 57:9

procedure 33:20, 

33:25

Procedures 6:24, 

30:5, 30:14, 

31:25, 32:2, 32:4, 

34:24, 35:6

proceed 45:20

proceeding 7:7, 

10:18, 11:2, 

12:23, 49:6

Proceedings 3:42, 

5:12, 6:14, 26:21, 

48:1, 48:14, 49:1, 

60:8, 60:9, 64:20, 

65:13, 66:6

process 8:12, 12:22, 

13:2, 13:15, 

13:25, 22:1, 23:6, 

23:9, 28:16, 

28:18, 29:5, 34:8, 

35:9, 47:1, 60:16

processes 11:2, 20:9

produced 3:42

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 82 of 89
productive 21:22

professionals 19:3, 

19:13, 20:21, 

21:25, 22:17, 

22:19, 23:4, 

23:12, 24:17, 

24:21, 25:9, 

25:19, 26:17

proffer 61:2

progress 12:13, 

13:17

prohibits 48:17

projects 17:15

PROMESA 37:15, 

39:16, 48:2

promotion 18:25

promptly 30:2

prone 14:13

Proof 46:22, 55:1

proper 51:15

property 50:18, 56:8

proposal 8:4, 12:11, 

13:13, 21:10

proposals 10:12, 

13:24, 25:6

propose 14:3, 15:1, 

20:14, 26:1, 56:11

Proposed 8:14, 8:15, 

16:11, 30:2, 

30:14, 32:3, 

32:16, 33:12, 

34:17, 38:7, 

44:10, 50:10, 

64:23

prorata 41:19, 44:1

Proskauer 5:18, 

5:23, 27:5, 30:8

prospect 7:20

prospective 21:10, 

23:12

provide 14:20, 19:7, 

24:14, 37:16, 

43:9, 43:18, 55:25

provided 29:1, 

30:10, 32:10

providers 18:22

provides 27:25

providing 24:15, 

51:7

provision 28:5, 

39:20, 40:18, 

41:4, 48:17, 51:6

provisions 12:3, 

28:23, 37:16, 

41:12, 49:16

Public 5:6, 6:21, 

6:23, 7:3, 7:7, 

7:9, 40:19

Public-private 13:1

publicly 24:21

PUERTO 1:3, 1:11, 

1:16, 1:27, 1:31, 

2:9, 2:13, 2:29, 

3:1, 3:6, 5:1, 

6:21, 21:22, 24:8, 

24:11, 25:5, 25:8, 

34:6, 42:20, 

53:17, 54:14, 

65:2, 65:6, 65:11, 

66:2

pull 15:11

purpose 52:18

purposes 45:3

pursuant 48:1, 

54:21, 57:17, 

62:14

pursue 50:1, 61:24

pursued 61:13

pursuing 11:6, 48:19

put 17:14, 20:14, 

21:19, 40:14, 

45:23, 54:7, 60:17

< Q >

Qualifications 13:6, 

13:8, 13:24

qualified 13:13

Qualifying 8:5, 8:7

question 32:22, 

32:24, 38:7, 48:8

questions 7:16, 

17:7, 17:24, 

18:10, 18:15

quickly 13:22

QUILICHINI 3:17, 

52:4, 52:5, 52:8, 

53:8, 55:21, 

56:20, 62:9, 

62:10, 62:25, 63:5

quite 17:13, 22:13, 

22:21, 32:12, 

32:22

< R >

raised 26:6

rare 26:8

rate 17:18, 19:7, 

19:12, 19:25, 

20:7, 20:15, 

20:17, 21:1, 21:4, 

21:10, 56:10

rates 15:6, 18:25, 

25:2

Rather 24:6, 28:22, 

29:8, 29:10, 32:8, 

46:11, 51:8

rationale 38:13

Re 1:6, 1:22, 2:4, 

49:7

read 47:16

real 26:14

really 7:10, 7:23, 

10:17, 12:20, 

15:10, 19:25, 

30:14, 30:24, 

31:22, 33:22, 

37:25, 38:22, 

38:25, 39:11, 

45:14, 45:23, 

46:14, 47:4

reason 31:14

reasonableness 16:23

reasoning 17:23

reasons 42:8, 48:6, 

51:20, 60:17, 

63:10

recalls 30:18

recategorizes 42:17

receipts 9:15, 41:19

receive 30:11, 38:1

received 9:6, 63:3, 

63:4

receiver 12:3, 12:12

recent 5:22, 6:17, 

6:19, 12:25

recognition 51:15

recommendations 

16:15

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 83 of 89
recommended 16:12, 

29:21

recommending 16:4, 

17:22

record 47:19, 51:20, 

60:20, 61:7

recorded 3:42

recording 5:11

recourse 42:14, 

42:18

recoveries 46:4

recovery 43:22, 

43:25

reduction 25:23

reenergize 13:19

refer 47:22, 53:9

referenced 41:21

referred 6:16, 

27:15, 29:24, 

55:20

referring 27:9, 

48:17, 53:16

regard 27:1, 38:21

regarding 5:10, 

33:20, 37:24

Region 2:35

register 31:15

rejected 40:20

relate 31:22, 64:10

related 13:25, 18:25

relation 26:23

relationships 50:12

relatively 35:14, 

63:16

reliability 12:20

Relief 30:12, 36:3, 

36:9, 39:22, 

43:11, 47:21, 

47:24, 50:7, 50:8, 

50:17, 51:16, 52:1

rely 43:20

remain 54:19, 55:12

remaining 59:7

remains 11:20

remark 63:23

remarks 23:11, 

47:11, 62:9, 64:19

remedies 48:11, 

48:20, 57:10

remedy 51:13, 51:16

remind 48:22

reminder 5:10

remove 31:3

removed 32:6

repair 9:23, 10:7

repay 41:17, 42:10

replacement 9:23, 

10:7

reply 33:5, 40:16, 

47:10, 62:9

report 5:16, 5:20, 

5:21, 6:3, 6:23, 

7:4, 7:7, 7:9, 

7:10, 7:18, 8:3, 

8:5, 9:1, 9:5, 

15:19, 16:3, 16:5, 

16:10, 16:16, 

17:6, 17:11, 

17:12, 17:24, 

18:4, 18:19, 20:2, 

22:14, 23:11, 

27:20, 29:23

reported 30:18, 

57:23

Reporter 66:13

reports 26:25, 32:11

representative 1:13, 

1:29, 2:11

representatives 9:7

represented 62:16

represents 5:23, 

50:14

Request 5:20, 12:17, 

13:6, 13:12, 18:2, 

25:19, 28:19, 

28:21, 32:22, 

33:4, 36:10, 

36:14, 39:6, 

39:23, 42:13, 

44:13, 45:7, 51:15

requested 30:12, 

38:24

requesting 37:9, 

37:11, 39:13

requests 10:12

require 9:19, 21:13, 

29:2, 44:12, 61:9

required 35:12, 

54:13, 59:2, 61:21

requirement 41:6, 

42:22, 43:2, 43:6, 

45:17, 50:25, 51:3

requirements 41:2, 

43:1, 48:21

requires 9:10, 41:3, 

44:14, 49:1

resiliency 11:5

resolution 20:23, 

46:20, 60:9, 60:16

resolve 32:14, 

33:19, 38:25

resolved 16:7, 

16:10, 34:5

resolves 51:21

resource 13:14

resources 11:7, 

21:21, 21:23, 

23:20, 23:22

respect 11:16, 

22:25, 27:7, 28:6, 

31:13, 32:18, 

34:24, 44:6, 

46:17, 46:19, 

46:21, 49:15

respective 19:4

respects 10:3

respond 6:2, 62:20

response 62:24

responses 10:12, 

13:9

responsible 61:23

rest 56:17

restating 62:11

restored 11:9

restructure 8:11

Restructuring 9:1, 

10:16, 11:16, 

11:18, 12:10, 

13:18, 20:9

restructurings 

10:18, 14:10, 

15:12

result 24:25

resulted 8:12, 17:11

results 21:17

retained 17:1

retention 6:17, 

43:7, 43:9

Retirement 52:15, 

53:17, 57:25, 

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 84 of 89
58:4, 58:7, 58:18, 

59:3

retrospective 23:8

revenues 14:23, 

25:1, 25:16, 

43:20, 46:3, 46:4, 

46:8

review 22:21, 23:6, 

28:14, 38:23, 

39:1, 44:12

reviewed 12:11, 

13:25

reviewing 10:12, 

19:14, 28:16, 

28:18, 29:5

Revised 32:1, 32:19, 

32:21

revision 50:6

rewrite 37:3, 37:10

RFQ 13:7, 13:10

RICO 1:3, 1:11, 

1:16, 1:27, 1:31, 

2:9, 2:13, 2:29, 

3:1, 3:6, 5:1, 

6:21, 21:22, 24:8, 

24:11, 25:6, 25:8, 

34:6, 42:20, 

53:17, 54:14, 

65:2, 65:6, 65:11, 

66:2

rights 39:9, 41:9, 

41:13, 43:7, 43:9, 

45:19, 47:6, 

48:11, 49:11, 

49:14, 56:8, 58:2, 

58:7, 59:9, 60:5, 

60:6, 60:14

risk 45:24

Rivero 3:5

Roads 49:8

Rose 5:18, 27:5, 

30:8, 47:6

ROSEN 2:30, 27:4, 

27:5, 28:25, 

29:11, 29:15, 

30:7, 33:3, 33:9, 

33:11, 33:15, 

34:20, 34:23, 

35:20, 35:23

RSA 11:18, 11:21, 

12:6, 12:18

rubric 46:6

Rule 30:15

rules 5:10, 45:23

ruling 16:14, 47:18

run 11:3, 42:9

< S >

S/ 66:11

sad 24:24

safe 65:8

San 5:1, 5:7, 5:9, 

64:24

satisfied 23:1

satisfy 41:5, 42:25

save 31:22

saved 44:9

savings 53:6, 54:13

saying 23:13, 29:20, 

46:7, 63:13

says 53:25, 55:10, 

56:5, 56:7, 60:24

scenario 37:12

schedule 12:23, 

17:4, 29:23

scheduled 33:1, 

64:16, 64:22

Scheduling 27:14

scheme 38:8

se 49:11

second 23:6, 46:1, 

58:24, 61:3

Section 37:21, 41:2, 

41:22, 42:15, 

42:19, 42:24, 

43:8, 47:25, 48:2, 

48:16, 49:17, 

50:25, 54:10, 

54:16, 54:19, 

54:22, 55:9, 

55:10, 55:11

sector 12:23

secure 52:22

secured 42:10, 57:24

Security 5:22, 

57:17, 57:18

Seeing 64:21

seek 11:22, 51:12

seeking 13:13, 

26:15, 45:15

seeks 47:24, 50:22

seen 19:15, 19:25

segments 9:5

segregated 59:13, 

59:18, 59:20, 

60:23, 62:17

segregation 60:1, 

60:3, 61:21

Seniority 18:25, 

19:16, 21:12

sense 10:8, 12:21, 

25:3, 34:12

separate 53:5, 59:23

separately 53:5

seriously 7:13

serve 9:16

Service 11:15, 

18:22, 36:17, 

40:20, 41:15, 

43:16, 50:12

services 24:14

session 48:22

set 23:5, 35:9, 

41:14, 46:21, 

48:2, 51:5, 56:13, 

59:3

setoff 40:21, 42:17, 

43:11

settle 32:11

settled 27:23

settlement 38:7

seven 33:7

several 9:3, 10:12, 

11:20

shall 54:19, 55:11, 

56:2, 56:8, 63:13

share 41:19, 43:25, 

46:5

shift 60:9

shoes 58:3

shortcut 45:17

show 53:9

shown 54:3

side 64:8, 65:10

sign 29:6

significant 9:24, 

11:23, 12:8, 12:9, 

13:3, 16:19, 

43:13, 44:2

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 85 of 89
significantly 12:2

similar 24:13

similarly 37:5, 

49:11

simple 45:4

simply 24:4, 39:24, 

44:13, 45:6

simultaneous 13:17

simultaneously 

10:18, 11:2

single 14:17, 24:9, 

41:23, 50:7

sir 56:19

sit 38:4

sitting 34:25

situated 37:5

situation 38:15, 

38:16, 61:12

situations 14:17

six 40:11

slash 27:13, 27:18, 

28:9, 29:2

slight 32:4

slightly 21:13

small 35:14, 45:8, 

63:16

so-called 14:23

solicitation 31:4

solvency 52:19

somebody 45:22, 46:7

somehow 10:25

someone 22:8, 27:2, 

29:13

somewhat 10:21

Sonnax 51:18, 57:6, 

57:7, 57:20, 61:13

soon 12:19, 16:14, 

28:23, 34:10

sooner 28:22, 29:8, 

29:10

Sorry 52:2, 61:15

sorts 64:10

sought 50:2

sound 6:7

sounding 13:2

Southern 49:9

Spanish 32:10

speakers 18:11

specific 14:16, 

52:16, 52:18, 

54:7, 54:9, 54:24, 

55:7, 55:8, 56:11, 

56:15, 64:13

Specifically 28:5, 

30:13, 30:18, 

31:4, 31:24, 32:6, 

48:12, 49:20, 

52:17, 53:9, 

53:10, 53:14, 

53:25, 54:2, 54:5, 

54:10, 54:17, 

54:18, 55:15, 

55:22, 56:1

spend 34:7

spent 15:8, 17:10, 

24:11, 25:5, 25:8, 

44:15

Stadler 3:20, 15:24, 

15:25, 16:21, 

18:9, 18:16, 

18:18, 18:21, 

18:23, 19:2, 20:7, 

22:2, 23:10, 

23:15, 29:19, 

29:24

staff 65:5, 65:6

stage 59:4

standard 39:5, 39:12

standards 20:13, 

21:9

standing 47:3, 48:8, 

48:14, 49:17, 

51:12

start 22:13

starting 7:2, 24:10

state 41:4, 60:10

stated 51:20, 54:6

statement 8:16, 

64:23

statements 46:18

States 1:1, 2:23, 

53:14, 54:10, 

54:17, 54:18, 

55:6, 55:22, 56:1, 

66:7

stating 21:3, 52:17

status 5:16, 5:20, 

6:3, 7:18, 8:3, 

26:23, 26:25

Statute 41:11, 43:6, 

54:16, 55:20, 

55:22, 56:3, 

56:14, 59:2

statutes 42:21, 64:4

statutory 39:15, 

39:20, 49:22, 

52:11, 54:17, 

54:18, 54:23, 

55:8, 55:11, 56:15

Stay 36:3, 36:10, 

44:6, 44:8, 44:18, 

47:21, 47:24, 

51:17, 52:1, 60:9, 

60:16, 63:10

stayed 63:9

stem 36:21

stems 36:18

stenography 3:42

step 8:8, 47:2

stepping 58:3

steps 61:24

Stern 5:25

stipulation 8:13, 

27:22, 28:14, 

28:17, 29:1

streamline 35:10

streamlined 34:1

strongly 20:12, 

20:25

structural 21:18

structure 34:17, 

48:10

studying 25:18

submissions 47:16, 

48:6, 63:2, 63:4

submit 13:7, 33:12, 

61:6

submitted 47:13, 

47:15, 57:3

submitting 16:11, 

30:2

subset 14:19

substance 7:10

substantial 10:9

substantive 29:7, 

32:7, 41:3, 42:20

substations 11:13

successfully 16:18

sufficient 9:16

suggest 26:1

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 86 of 89
suggestion 17:8

summary 12:25

summer 15:13

superior 58:7

supplement 27:5, 

61:7

supplemental 28:6, 

61:9, 61:14, 63:4, 

64:13, 64:14

Support 11:18, 18:6, 

49:23

supporting 13:14

supposed 46:4

surprise 55:5, 63:21

surprised 24:6, 26:6

suspect 24:12

Suzzanne 3:3, 56:24

Swain 2:22, 5:18, 

66:7

System 13:5, 13:9, 

52:15, 52:24, 

52:25, 53:1, 53:17

< T >

T. 2:44, 2:45

talked 20:13

tax 24:9, 24:10, 

25:1, 25:2, 25:5, 

25:7, 25:14, 

25:15, 26:16

taxes 25:15, 25:20

Taylor 2:22, 66:7

technically 17:3

telephonic 5:8

ten 19:18, 41:24, 

48:18, 55:6, 56:6

ten. 31:1

tend 19:18

tending 19:21

term 9:20

terms 8:3, 9:7, 

10:11, 14:5, 

26:15, 43:5, 51:7, 

53:23, 54:9, 64:6

test 42:24

thanks 21:25

themselves 22:17, 

22:23, 32:5, 62:15

therein 41:12

thinking 38:20

third 16:3, 22:14, 

22:21, 43:7, 54:21

though 27:11, 31:21

three 16:17, 23:9, 

42:25, 53:14, 

53:24

timekeepers 17:10

timekeeping 16:25

timeline 20:9

timely 35:5

timetable 15:9

timetables 8:4

timing 12:15, 25:12, 

25:21

tinkering 8:22

Title 1:8, 8:5, 

14:14, 31:23, 

36:16, 46:25, 

47:4, 48:1, 55:16, 

60:7

Today 36:13, 46:13, 

47:17, 51:24, 

61:15, 64:21, 65:5

together 15:12, 

65:10

toll 15:5

tomorrow 34:3, 61:15

took 17:9, 18:2

totaling 54:4

towards 8:14

track 61:15

transaction 13:4, 

26:14, 37:14, 

38:17

transactions 38:14

Transcript 3:42, 

66:4

transcription 66:5

transfer 55:12

transferred 54:21, 

59:6, 59:11, 

59:13, 59:17, 

59:24, 60:1, 62:18

transform 10:19, 

12:23

transformation 

12:22, 13:18, 14:2

translation 56:7

transmission 11:13, 

11:14, 13:5, 13:9

transparent 7:7

Transportation 2:14

Traurig 40:6

travel 33:6

travels 65:8

treatment 21:10, 

21:13

trepidation 63:17

tricky 10:21

tried 16:21

true 66:5

truly 26:20

Trust 36:22, 41:9, 

41:10, 41:22, 

42:15, 43:5, 43:8, 

43:24, 45:13, 

45:15, 45:18, 

46:2, 47:5, 48:11, 

48:16, 48:25, 

49:3, 49:5, 49:18, 

49:25, 50:23, 51:6

Trustee 2:34, 31:13, 

36:19, 37:6, 38:3, 

39:11, 39:18, 

40:9, 41:18, 

41:19, 43:9, 

44:25, 45:18, 

45:19, 49:11, 51:8

try 17:9, 20:22, 

31:3

trying 8:10, 12:5, 

13:23, 23:3, 

23:11, 57:23

turn 15:19, 22:7

turning 49:20

two 8:17, 9:5, 

10:17, 10:21, 

23:4, 23:9, 23:16, 

33:5, 41:15, 

42:21, 43:15, 

43:18, 45:14, 

51:5, 53:18, 57:2

type 14:4, 25:19, 

30:24, 31:19, 

44:15, 53:6, 57:22

types 9:4, 44:11

< U >

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 87 of 89
Uhland 3:3, 34:25, 

56:24

ultimately 38:17

unanticipated 45:24

unauthorizedly 62:18

unavoidable 24:19

underlined 54:14

underlying 44:13

understand 10:2, 

22:7, 24:7, 29:5, 

39:2, 57:7, 57:14, 

57:19, 57:22, 

58:1, 58:6, 59:25, 

60:11

understanding 53:4

understates 17:14

Understood 25:13, 

64:2

undo 62:15

unfold 39:3

unfounded 51:2

uniform 19:3

uniformly 19:19

unilaterally 48:14

uninsured 11:19, 

12:6, 12:14

union 52:19, 53:2

unions 52:13, 54:13, 

62:16

United 1:1, 2:23, 

66:6

Unless 7:16, 34:4, 

41:24

unlike 10:16

unpersuasive 49:12

Unsecured 2:38, 

27:12, 27:18, 

27:21, 28:9, 

34:24, 42:12, 

60:21, 61:12

until 63:2

unusual 47:5

upcoming 27:10

updated 12:25

UPR 14:12, 14:13

user 17:4

uses 17:5

using 17:16

usual 65:2

< V >

value 36:15

variety 43:13

various 5:24, 45:19, 

57:6, 64:3

Vegabaje 3:17, 52:2, 

52:9, 53:22

vehicle 57:9

Velaz 3:5

VI 8:5, 14:14

video 6:2, 6:13, 

64:24, 65:2

view 23:7

violate 45:23

violation 49:18

vis-a-vis 49:11

visioning 14:2

voice 46:13

voluntarily 39:9, 

52:21

voluntary 53:1

< W >

waiting 34:17

waive 39:9

Walker 66:11, 66:12

wanted 7:11, 24:1, 

26:23, 27:5, 

27:11, 28:15, 

32:9, 63:19, 64:3

wants 24:3, 45:8

ways 45:24

Wednesday 61:15

week 11:25, 16:4, 

29:3, 61:15, 62:23

weekly 9:17, 11:10, 

17:15

weeks 8:17, 23:4

weigh 57:7

welcome 5:5, 18:9, 

44:21

well-documented 

43:17

well-founded 36:23

well-taken 36:23

whatever 26:19, 

59:21

whether 14:23, 19:9, 

38:7, 38:9, 49:21

Whitmore 2:44, 

43:21, 44:22, 

44:23, 47:9

Williamson 3:19, 

15:20, 15:22, 

16:1, 20:11, 

20:25, 21:16, 

22:10, 22:11, 

22:12, 24:3, 29:19

willing 14:5, 14:6

Willkie 29:13

wish 65:8

wished 22:8

wishes 64:20

withholding 24:10, 

25:10, 25:11, 

25:13

within 30:10, 52:17, 

52:25, 62:23

without 21:2, 48:20, 

60:1, 60:2

withstanding 16:24, 

17:16, 49:16

WITNESSES 4:3

words 42:2

work 6:20, 7:3, 

7:21, 17:14, 18:7, 

20:22, 21:17, 

21:22, 38:2, 65:4, 

65:6

worked 16:18, 44:3

working 12:3, 15:8, 

17:19, 20:20, 

20:21, 24:11, 

26:2, 33:24, 34:9, 

34:23, 34:25, 

65:10

works 35:1

wrap-up 18:13

writings 56:18

< Y >

year 7:24, 10:10, 

19:22, 19:23, 

23:6, 35:7, 52:12, 

56:4

years 19:18

yesterday 8:7, 26:5

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 88 of 89
yield 7:17, 39:24

York 2:31, 5:7, 

5:12, 6:1, 12:1, 

22:5, 22:8, 26:24, 

27:2, 29:13, 

29:14, 31:14, 

49:9, 64:24, 65:3, 

65:6

Case:17-03283-LTS Doc#:4198 Filed:11/09/18 Entered:11/09/18 13:18:11 Desc: Main

Document Page 89 of 89