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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC 

GAS AND ELECTRIC COMPANY

Debtors.

_____________________________

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Case No. 19-30088

Chapter 11

San Francisco, California

Tuesday, July 9, 2019

9:30 AM

MOTION FOR ENTRY OF 

PROTECTIVE ORDER PURSUANT TO 

FED. R. BANKR. P. 7026 AND 

9014(C) AND 11 U.S.C. SECTION 

105(A) GOVERNING DISCOVERY 

MATERIALS AND OTHER 

INFORMATION FILED BY PG&E 

CORPORATION [2459]

MOTION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

FOR ENTRY OF A PROTECTIVE 

ORDER [2419]

MOTION PURSUANT TO 11 U.S.C. 

SECTIONS 363 AND 105(A) AND 

FED. R. BANKR. P. 6004 

AUTHORIZING DEBTORS TO 

PURCHASE DIRECTORS AND 

OFFICERS INSURANCE [2471]

APPLICATION PURSUANT TO 

U.S.C. SECTION 327(E) AND 

FED. R. BANKR. 2014(A) AND 

2016 FOR ORDER AUTHORIZING 

THE DEBTORS TO RETAIN 

COBLENTZ PATCH DUFFY & BASS 

LLP AS SPECIAL COUNSEL NUNC 

PRO TUNC TO THE PETITION 

DATE, FILED BY PG&E 

CORPORATION [2595]

TRANSCRIPT OF PROCEEDINGS

BEFORE THE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

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APPEARANCES:

For the Debtors: STEPHEN KAROTKIN, ESQ.

THEODORE E. TSEKERIDES, ESQ.

RICHARD W. SLACK, ESQ.

Weil, Gotshal & Manges LLP

767 Fifth Avenue 

New York, NY 10153

(212) 310-8000

TOBIAS S. KELLER, ESQ.

Keller & Benvenutti LLP

650 California Street

Suite 1900

San Francisco, CA 94108

(415) 796-0709

Special Counsel to the 

Debtors:

GREGG M. FICKS, ESQ.

Coblentz Patch Duffy & Bass LLP

1 Montgomery Street

Suite 3000

San Francisco CA 94104

(415) 772-5779

For the Office of the 

United States Trustee:

CAMERON M. GULDEN, ESQ.

(Telephonically)

U.S. Department of Justice

Office of the United States 

Trustee

300 Booth Street

Room 3009

Reno, NV 89509

(775) 784-5335, Ext. 102

For the United States: MATTHEW J. TROY, ESQ.

(Telephonically)

U.S. Department of Justice, Civil 

Division

P.O. Box 875

Ben Franklin Station

Washington, DC 20044

(202) 514-9038 (o)

(cont'd. next page)

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For the Official Committee 

of Unsecured Creditors:

ALAN J. STONE, ESQ.

Milbank LLP

55 Hudson Yards

New York, NY 10001

(212) 530-5285

GREGORY BRAY, ESQ.

Milbank LLP

2029 Century Park East

33rd Floor

Los Angeles, CA 90067

(424) 386-4470

For the Official Committee 

of Tort Claimants:

LARS H. FULLER, ESQ. 

(Telephonically)

Baker & Hostetler LLP

1801 California Street 

Suite 4400

Denver, CO 80202

(303) 764-4114

For the Ad Hoc Group of 

Subrogation Claim Holders:

BENJAMIN P. MCCALLEN, ESQ.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

For the Board of Directors 

and Certain Current 

Independent Directors:

NICHOLAS S. GOLDIN, ESQ.

(Telephonically)

MICHAEL H. TORKIN, ESQ.

(Telephonically)

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017 

(212) 455-3685

For California State 

Agencies:

PAUL J. PASCUZZI, ESQ. 

Felderstein Fitzgerald Willoughby 

& Pascuzzi LLP

400 Capitol Mall

Suite 1750

Sacramento, CA 95814

(916) 329-7400, Ext. 222

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For CPUC: BRIAN S. HERMANN, ESQ. 

(Telephonically)

ALAN W. KORNBERG, ESQ. 

(Telephonically)

Paul, Weiss, Rifkind, Wharton & 

Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

(212) 373-3545

(212) 373-3209

For City and County of San 

Francisco:

EDWARD J. TREDINNICK, ESQ. 

(Telephonically)

Greene Radovsky Maloney Share & 

Hennigh LLP

1 Front Street

Suite 3200

San Francisco, CA 94111

(415) 981-1400

For Consolidated Edison 

Development Inc.:

JONATHAN D. FORSTOT, ESQ. 

(Telephonically)

Troutman Sanders LLP

875 Third Avenue

New York, NY 10022

(212) 704-6214

For Ghost Ship Warehouse: ESTELA O. PINO, ESQ. 

(Telephonically)

Pino & Associates

20 Bicentennial Circle

Suite 200

Sacramento, CA 95826

(916) 641-2288

For NextEra Energy, Inc.: SAMUEL M. KIDDER, ESQ. 

(Telephonically)

DAVID M. STERN, ESQ. 

(Telephonically)

Klee, Tuchin, Bogdanoff & Stern 

LLP 

1999 Avenue of the Stars

39th Floor

Los Angeles, CA 90067

(310) 407-4019

(310) 407-4025

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For Public Utilities 

Impacted by the Wildfires:

SANDER L. ESSERMAN, ESQ. 

(Telephonically)

Stutzman Bromberg Esserman & 

Plifka, P.C.

2323 Bryan Street

Suite 2200

Dallas, TX 75201

(214) 969-4900

For Sonoma Clean Power 

Authority, Redwood Coast 

Energy Authority, Valley 

Clean Energy Alliance, 

Northern California Power 

Agency (NCPA), and 

Transmission Agency of 

Northern California 

(TANC):

MARK GORTON, ESQ. 

Boutin Jones Inc.

555 Capitol Mall

Suite 1500

Sacramento, CA 95814

(916) 321-4444

For Travelers Insurance: PETER D. WOLFSON, ESQ. 

(Telephonically)

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020

(212) 768-6840

Interested Party: EREZ E. GILAD, ESQ.

(Telephonically)

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038

(212) 806-5881

FRANK A. MEROLA, ESQ.

(Telephonically)

Stroock & Stroock & Lavan LLP

2029 Century Park East

Los Angeles, CA 90067

(310) 556-5802

For Fire Victims: DARIO DE GHETALDI, ESQ. 

Corey, Luzaich, de Ghetaldi & 

Riddle LLP

700 El Camino Real

Millbrae, CA 94030

(650) 871-5666

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Also Present: Janaize Markland

Director, Enterprise & Operational 

Risk & Insurance at Pacific Gas 

and Electric Company

Court Recorder: MONICA TARTAGLIA

Transcriber: CLARA RUBIN

 eScribers, LLC

7227 N. 16th Street

Suite #207

 Phoenix, AZ 85020

 (973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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SAN FRANCISCO, CALIFORNIA, TUESDAY, JULY 9, 2019, 9:30 AM

-oOo-

(Call to order of the Court.)

THE CLERK: All rise. Court is now in session, the 

Honorable Dennis Montali presiding. 

THE COURT: Good morning. 

IN UNISON: Good morning, Your Honor. 

THE COURT: Welcome back, everyone. 

THE CLERK: This is the Court's --

THE COURT: You're in the first chair today --

THE CLERK: -- 9:30 calendar in the matter of PG&E --

THE COURT: -- Mr. Tsekerides, huh? 

MR. TSEKERIDES: Yeah, for today. 

THE COURT: All right, go ahead, call the case. 

THE CLERK: This is the Court's 9:30 case in the 

matter of PG&E Corporation. 

THE COURT: Where do you want to begin? 

MR. TSEKERIDES: If it's okay with you, Your Honor, 

with the D&O insurance motion. 

THE COURT: Sure. We only have three items, right? 

By my calculation. 

MR. TSEKERIDES: That's right. That's right. 

THE COURT: Yeah. Okay. Well, I got the -- I read 

the background. I mean, just really before spending a lot of 

time on it, I want to see what the committee's response is. 

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MR. TSEKERIDES: That's my -- I mean, that's fine with 

me. 

THE COURT: Who's here for the committee? 

Well, we had so much time to prepare. We only got 

your response yesterday morning at 9:30, so, plenty of time; 

right? 

MR. STONE: Your Honor, Alan Stone from Milbank, here 

on behalf of the official committee of unsecured creditors. 

THE COURT: So, Mr. Stone, sixty-four-dollar question: 

is the committee on board with this now, or still opposing it? 

MR. STONE: We're still opposing it, Your Honor. 

THE COURT: Okay. Well, go ahead and say why. And 

we -- of course we're mindful that there're some confidences in 

the documents, so we --

MR. STONE: Right. And I -- my remarks will avoid 

those. 

Your Honor, first of all, I think that the standard 

that we're looking at here needs to be examined. The debtors 

allege that the typical business-judgment standard ought to 

apply. We think, in fact --

THE COURT: If that's true, you and I can just call it 

a day and be done with it; right? We don't have to do 

anything. Right? 

MR. STONE: Right. 

THE COURT: Okay.

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MR. STONE: But the Court should apply special 

scrutiny here, because this really is an interested 

transaction. I mean, these directors are trying to feather 

their own nest here. So we think the Court needs to --

THE COURT: Well, that's --

MR. STONE: -- look at this carefully. 

THE COURT: It's not -- I mean, that's a pejorative 

term. They're not doing anything wrong. 

MR. STONE: Correct. 

THE COURT: Okay.

MR. STONE: I agree with that. And --

THE COURT: All right. 

MR. STONE: And we certainly recognize the utility and 

importance of having directors protected, but they are 

protected, and that's really our point. The fundamental 

question here is, is there a risk of depletion of the current 

and outstanding policies, whether it's a 2017 policy for 250 

million or the 2018 policy, which is 300 million dollars, or a 

little of both? 

THE COURT: Right.

MR. STONE: And the debtors' focus seems to be on 

whether it's plausible that claims will be brought as a result 

of new incidents, including new fires. That's really not the 

inquiry. The inquiry is, is the current coverage sufficient 

and is there a reason to have additional insurance? 

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THE COURT: But if there were a new fire in 2019, 

there would be the question of whether the insurers are on 

the -- there's no question that the policy covers the time 

period. The question is whether the specifics of it and the 

sequencing apply; right? 

MR. STONE: That's correct, Your Honor. The --

THE COURT: Okay.

MR. STONE: So the 2018 policy that's currently in 

force --

THE COURT: Right. 

MR. STONE: -- extends to May of 2020. 

THE COURT: Correct. 

MR. STONE: Right? So, next year. So they're claimsmade policies, which means that if there were a fire in 2019

and that claim were noticed, it would be covered. 

THE COURT: Right. Yeah, that's the way I understood 

it, too. 

MR. STONE: Right. Right. And so the question is, is 

there enough coverage for the current directors, given the fact 

that there's a clause in both the 2017 policy and the 2018 

policy which gives preference to pre-petition claims? And we 

think that, at a minimum, the debtors have to put forth some 

kind of evidence that would indicate that there is a risk of 

depletion. 

THE COURT: Well, back --

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MR. STONE: There's no question --

THE COURT: Back up. Is the committee willing to 

accept the late arrival of all the information, Ms. Markland's 

declaration and so on, or do you to take issue with the timing 

of it? Because I wasn't kidding; when I get -- when I get an 

incomplete opposition one twenty-four-hour period before the 

hearing, that doesn't give me a lot of time. And if it doesn't 

give you enough time, I might be inclined just to delay things, 

unless you want to go forward and have it heard today.

MR. STONE: Well, Your Honor, I don't know that there 

is really a necessity for delay. The --

THE COURT: Okay. 

MR. STONE: We certainly -- we're not surprised by 

anything that was in the late-coming submission that we got 

last night. And I can deal with whatever was in there, today, 

including the one case that they --

THE COURT: I wasn't worried --

MR. STONE: -- discussed. 

THE COURT: -- about cases. I mean --

MR. STONE: Yeah.

THE COURT: -- I was worried about the fact that the 

original papers made it sound like the declarant knew all she 

needed to know, and then the opposition said, well, no, she 

really didn't. And I accept that she can't know everything, 

but it bothered me, frankly, that the debtor should have told 

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us what they were relying on, rather than tee up a declarant 

who claimed to know things that she really didn't. 

So it's not a criticism of her. It's -- the process 

shouldn't work that way. Right? In other words --

MR. STONE: I --

THE COURT: -- I have no problem with an executive 

like Ms. Markland saying, I rely on the information I get from 

my lawyers or staff people or all the other sources. But it 

was sort of like here's the deal, this is why we need it done. 

And that's --

MR. STONE: Right.

THE COURT: -- that's what you --

MR. STONE: That's -- it's exact --

THE COURT: You seized on that. 

MR. STONE: It's exactly what we're complaining about, 

Your Honor. And again, I don't discount anything that Ms. 

Markland says. I took her deposition for a short period the 

other day --

THE COURT: Right.

MR. STONE: -- and I think that she certainly 

established what was already in the policies, and there's no --

really no dispute about them.

THE COURT: Right, there's no dispute about --

MR. STONE: Yeah.

THE COURT: I mean, they are what they are, and the 

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question's what to do about it. Your concern is -- well, go 

ahead, you finish your --

MR. STONE: Yeah.

THE COURT: Yeah. 

MR. STONE: So --

THE COURT: Go ahead. 

MR. STONE: -- in some ways, as Ms. Markland pointed 

out in her deposition, this -- there's a question of timing 

here, because there's no question that the policies will not be 

depleted during this bankruptcy, I mean, assuming that it goes 

the way that people are looking at it. All the claims are 

stayed. And --

THE COURT: Well, I mean, they are. They are, but --

MR. STONE: Yeah.

THE COURT: -- that doesn't mean they won't be 

unstayed.

MR. STONE: Right. Understood. But for now, they're 

stayed, and very little has been expended toward them.

THE COURT: Um-hum. Right. 

MR. STONE: And so what evidence have the debtors 

presented that any of the lawsuits will result in judgments, 

settlements, or costs that would exceed 250 million dollars or 

300 million dollars or some combination thereof? They 

presented no history of PG&E paying out hundreds of millions of 

dollars in connection with what are director-oversight claims, 

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which -- six of these seven lawsuits are director-oversight 

claims.

THE COURT: They're oversight claims, right. They 

aren't --

MR. STONE: Right.

THE COURT: They aren't accusing the directors of 

mishandling the wiring or causing the fire. 

MR. STONE: Exactly. And there's no history of huge 

payouts by other companies, including competitors, in 

connection with director-oversight claims. And indeed, a 

survey of director-oversight claims nationwide would suggest 

that most of them are dismissed, because the standard for 

director-oversight claims is a very difficult one for 

plaintiffs. 

The securities action here accuses the directors of 

intentionally misleading the public by saying that they were 

putting certain safety measures in place and then fires 

happened and therefore they must have been lying. We think 

that's also a relatively weak claim that --

THE COURT: But even if those claims are prosecuted, 

those are already in the system. 

MR. STONE: Right. 

THE COURT: It's the question of whether there should 

be insurance for the next claim. 

MR. STONE: That's right.

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THE COURT: Right? 

MR. STONE: Right. 

THE COURT: Okay.

MR. STONE: So, importantly, Your Honor, Ms. Markland 

testified at her deposition that her basis for belief that 

additional insurance was needed was these brainstorming 

sessions that she had with --

THE COURT: Right.

MR. STONE: -- counsel and with the insurance broker. 

And importantly, she also testified that there was no 

assessment of the likelihood of the depletion of the policies, 

during those discussions. And that's on page 11 of her 

deposition. 

THE COURT: I only have selected pages, also, so I'm 

not even -- I don't even attempt to understand her --

MR. STONE: Well, Your Honor, we would be happy to 

provide a fully unredacted copy to the Court. 

THE COURT: I'm not going to --

MR. STONE: All right. 

THE COURT: -- sit here and read it while everybody --

I guess I could, all sixty pages of it, but --

MR. STONE: All right.

THE COURT: -- that's not the plan here. 

MR. STONE: Your Honor, in their late-coming reply 

papers, the debtors cite the New Bedford case out of the 

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District of Massachusetts, for the proposition that this is 

easy, that this is judgment, and that courts have allowed this 

in the past. That case, Your Honor, involved the purchase of a 

tail policy, which is one that extends the discovery period of 

a claims-made policy beyond its term. 

In fact, PG&E already had -- has a tail policy as a 

result of their extension of the 2018 policy. That's why it 

costs so much money. A significant amount of the amounts that 

they paid for that extension were in connection with getting a 

six-year tail. The inquiry there was risk of claims being 

brought, which, again, we don't deny that there could be claims

brought in 2019 and 2020 and beyond. But there was no inquiry 

there about the risk of depletion, which is really what the 

issue is here. 

So, really the debtors' argument here is what's the 

big deal, we get all this money back at the end anyway --

THE COURT: Well, but that's --

MR. STONE: -- if it's not used. 

THE COURT: -- but that's part of the question. That 

means there is tucked under the rug a check for a lot of money 

that's safely hidden there -- sits there -- not -- "hidden"'s 

the wrong word -- sits there, whether it's in the offshore 

trust or under the rug. It's five years it's not available.

MR. STONE: Correct. 

THE COURT: And --

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MR. STONE: And that's exactly our point, Your Honor.

THE COURT: And everybody suggests this company should 

be out of bankruptcy within five years or earlier. Right?

MR. STONE: Hopefully sooner, Your Honor.

THE COURT: So what happens to that money in the 

meantime? It just -- it's just set aside; right? 

MR. STONE: It's set aside, it's invested, they get 

the returns on the investment. It's --

THE COURT: Well, but --

MR. STONE: Yeah.

THE COURT: -- but more specifically, it means, if I 

grant the motion, one or both of the debtors -- I'm not sure 

which one -- that's important too -- puts aside fifty million 

dollars. 

MR. STONE: That's correct. 

THE COURT: And it's never to be seen again until five 

years later. 

MR. STONE: And we don't think that's justified, Your 

Honor. 

THE COURT: Yeah. 

MR. STONE: So let's --

THE COURT: So what do we tell the directors, the 

individual directors? "Sorry, you're hung up"? Do I tell 

them, "If you can't stand the heat, don't stand in the 

kitchen"? 

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MR. STONE: Well, that's --

THE COURT: I mean, what do we tell them? 

MR. STONE: -- that's certainly one thing we can tell 

them. But let's say that the motion today is denied, that 

there are additional claims asserted, that the insurers

successfully limit the coverage to the 250 million dollars in 

the 2017 policy, and that somehow that coverage is depleted by 

the pre-petition claims. Then the company, or the reorganized 

entity more likely, will have to dip into its treasury to pay 

those costs. 

THE COURT: Well, it'll be a post-petition 

administrative expense.

MR. STONE: Exactly, Your Honor. 

THE COURT: Reading Co. v. Brown. Right?

MR. STONE: Correct, Your Honor. 

THE COURT: It's --

MR. STONE: That's exactly our point.

THE COURT: It's what it is. So --

MR. STONE: So -- and so we think that they -- they're 

not being left out to dry, that there's still money here, that 

there are administrative claims, that it's really a question of 

whether you're going to set aside that fifty million dollars 

now or you're going to end up having to pay it later, assuming 

that their parade of horribles occurs.

THE COURT: Well, if there is a subsequent event of 

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some magnitude like we don't want to happen, the first claim 

would be against the debtor; the confirmed debtor or the notyet-confirmed debtor; right? So even if an officer or director 

has some culpability, it's still, unless there's intentional --

or umbrage (ph.) -- we're not assuming that -- it still comes 

out of the debtor first; doesn't it? 

MR. STONE: It does, Your Honor.

THE COURT: Right? 

MR. STONE: And --

THE COURT: That's the whole point. 

MR. STONE: It's exactly the point. 

THE COURT: Okay. Do you know, because I do not know, 

which debtor pays the money? 

MR. STONE: It's -- as I understand it, and the 

debtors can certainly --

THE COURT: Yeah; I --

MR. STONE: -- correct it, there --

THE COURT: -- I want --

MR. STONE: -- there's an -- yeah. There's an 

allocation based on how many directors and officers are in each 

of the debtors. 

THE COURT: So the two debtors, then, pony up together

the aggregate amount that would go into this insurance?

MR. STONE: That's my understanding.

THE COURT: I mean, it's -- we can call it insurance, 

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but it really isn't. 

MR. STONE: No. It's --

THE COURT: It's self-insurance and it has a fancy 

name, but it's self-insurance. 

MR. STONE: That's exactly what it is. 

THE COURT: I learned a long time ago in bankruptcy 

that self-insurance means no insurance, right, and that --

MR. STONE: That's correct.

THE COURT: Okay. So what's different about this one,

and isn't? 

MR. STONE: I don't think there's any difference. 

They say that, well, it's different because we have a policy 

and you can only claim against the money if you satisfy that 

policy. But that's a policy of their own making. 

THE COURT: It's like putting the money under the 

carpet and saying --

MR. STONE: Right.

THE COURT: -- I'll draw on it anytime in the next 

five years if I need it. But in the meantime, creditors won't 

have any right to any of it. Right? 

MR. STONE: That's correct, Your Honor. That's our 

point. 

THE COURT: Mr. Tsekerides, you want to defend this --

MR. TSEKERIDES: Absolutely, Your Honor. In fact, I 

think we've got very good arguments. And let me address a few 

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points --

THE COURT: But I have a preliminary question for 

you --

MR. TSEKERIDES: Sure.

THE COURT: -- because I want to clarify one point in 

the reply. And really, I must say I was disappointed in the 

way this came out, because it seemed like kind of a very simple 

motion and then, once the committee opposed it, the way I got 

the response was not impressive, because what I got is a 

tutorial on the rules of business judgment as though I'm not 

familiar with it and the committee isn't familiar with it.

And then secondly, this notion about -- well, here's 

where I'm confused: On page 6, you say you would be asking far 

too much for directors of a public company, et cetera, et 

cetera, "to continue to sit in such capacity without the 

certainty of a D&O insurance. That protection and safety valve 

is ubiquitous among similarly situated companies, and the 

debtors have undertaken exhaustive efforts to obtain 

appropriate level of coverage." What does that mean? Do you 

have any evidence that it's ubiquitous in --

MR. TSEKERIDES: Well, I think every -- I'm sure 

you've dealt with it yourself, Your Honor. Every company has 

D&O coverage. To ask --

THE COURT: Well, I know, but in the middle of their

bankruptcy they don't set aside another fifty million worth. 

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MR. TSEKERIDES: Well --

THE COURT: That's -- so that's what's not --

MR. TSEKERIDES: Well --

THE COURT: -- normal. 

MR. TSEKERIDES: -- if I may, Your Honor. First, let 

me address, though, your concern about the filing. There was a 

supplemental objection from the committee, that we got the 

Friday after July 4th.

THE COURT: I know. 

MR. TSEKERIDES: So we had --

THE COURT: That's because they heard from your 

witness. 

MR. TSEKERIDES: No, but -- and the witness -- and we 

can submit the transcript. The witness had personal knowledge, 

Your Honor. They were upset that she didn't read every --

THE COURT: No --

MR. TSEKERIDES: -- every email.

THE COURT: -- you miss my point. I don't expect her 

to know everything. If she -- if her original declaration 

said, "I talked to the counsel, I talked to the insurance 

broker, I collected all this information, and here's my 

conclusion," I don't have a problem with that. 

MR. TSEKERIDES: But it did --

THE COURT: But what I got was her -- her declaration 

sounded like it's a done deal, there're no -- it's all clear as 

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can be. And it isn't.

MR. TSEKERIDES: Well, her declaration did refer to a 

line on the broker. But let me get -- let me get to the 

merits, then, Your Honor. First of all, the debtor could have 

gone out and bought a regular insurance policy and spent the 

money, and presumably we wouldn't be having any discussion. So 

if they made an assessment that they needed coverage for the 

directors and officers, new directors and officers, for new 

claims, they'd be entitled to go buy that. 

THE COURT: Well, maybe --

MR. TSEKERIDES: This is not --

THE COURT: -- maybe in bankruptcy; maybe they would. 

MR. TSEKERIDES: Well --

THE COURT: Now, come on. 

MR. TSEKERIDES: -- the --

THE COURT: I mean, that's not exactly --

MR. TSEKERIDES: No, but --

THE COURT: -- a certainty. 

MR. TSEKERIDES: -- the same argument's here. And I 

think it's important for the Court to appreciate that. And 

we've submitted the correspondence; this was in the 

declaration. They questioned it, so we put in the 

correspondence. The primary carrier has said they believe, at 

least preliminarily, that the 2018 --

THE COURT: I know. 

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MR. TSEKERIDES: -- fires are going to relate back to 

the --

THE COURT: I --

MR. TSEKERIDES: -- 2017 fires. 

THE COURT: I read that last night. 

MR. TSEKERIDES: Okay. Well, that was in the original 

papers, too, Your Honor, in fairness to us.

THE COURT: Yeah, but they were more -- it was much 

more specific. Go ahead. All right.

MR. TSEKERIDES: Okay. So if there's a 2019 --

THE COURT: And -- wait. The committee (ph.) doesn't 

necessarily accept that term; does it? 

MR. TSEKERIDES: It doesn't but, again, I mean, the 

reason why we're doing this is because there's uncertainty. 

The reason you buy insurance is for uncertainty. If it was a 

certainty, you wouldn't need it.

THE COURT: And the reason why insurers sometimes make 

reservations of rights and end up with a separate lawsuit to 

determine the extent of policy coverage is they've got 

parallels in an underlying lawsuit; right? So if you had to, 

you could bring a separate dec-relief action against the 

insurer to determine what is or isn't covered. 

MR. TSEKERIDES: And in the meantime, the directors 

and officers are hung out to dry, which isn't fair.

THE COURT: Maybe. 

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MR. TSEKERIDES: And I want to make a point. This is 

not sticking money under the rug. This isn't some 

featherbedding. 

THE COURT: I didn't mean it as a pejorative. I meant 

it as taking fifty million dollars that is not available for 

other needs in this case.

MR. TSEKERIDES: And if they bought regular insurance 

for fifty million dollars, that wouldn't be available either. 

But this is a real insurance policy; that's the difference. 

It's in fact to keep it out of being able to be (sic) into the 

estate, that they're doing it --

THE COURT: I know. 

MR. TSEKERIDES: -- in the first place --

THE COURT: But it is --

MR. TSEKERIDES: -- to make sure the money's 

available.

THE COURT: But it is a form of self-insurance. 

MR. TSEKERIDES: Well --

THE COURT: You know it and I know it. Come on, with 

all these labels on there, when you hand somebody fifty million 

dollars and say, "Please give it back at the end of five years 

if we don't need it," then it's a form of self-insurance.

MR. TSEKERIDES: The difference -- respectfully, Your 

Honor, the difference is that the money is not available to 

other people to try to grab --

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THE COURT: I know. 

MR. TSEKERIDES: -- in the meantime.

THE COURT: I know. 

MR. TSEKERIDES: And that's important.

THE COURT: Of course it isn't.

MR. TSEKERIDES: And if you're a director or an 

officer, that's important. If you were a --

THE COURT: I --

MR. TSEKERIDES: -- director, you'd want to make sure 

the money was there, not that a committee can come and object 

or a court say, no, you can't get a payment later. 

THE COURT: Mr. Tsekerides, my questions are not 

intended to criticize the officers and directors but rather to 

question whether it's appropriate, in the bankruptcy, to set 

aside this money. Whether you call it a trust or under the rug 

or anywhere in between, it still means fifty million dollars is 

not available for other needs in this case; right? 

MR. TSEKERIDES: That's true, but --

THE COURT: Okay.

MR. TSEKERIDES: -- I think if you look at the reasons 

why the company did it, one -- the relation back is a big 

issue. Yeah, I mean, we're not looking to have other 

litigation and tell the directors and officers, well, why don't 

you see what happens with that coverage dispute that might 

happen later. In the meantime if a claim comes in, they need 

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the coverage. 

So the relation back is one issue. And two, the 

priority, which counsel referred to -- the priority in the 

policy, in the 2018 policy, is for pre-petition claims. So, 

yes, there's --

THE COURT: Well, I know; that's the priority. I 

understand.

MR. TSEKERIDES: Right. And so if a claim comes in 

today against a new director and the insurance company says, 

well, the priority's for the pre-petition, they might not have 

coverage. And we appreciate that there's a lot of money there; 

we know that. But there's a risk. And the debtor's assess --

Ms. Markland has been doing this for at least five years as a 

D&O, and she's here in the courtroom if you have any 

questions --

THE COURT: I don't --

MR. TSEKERIDES: -- for her. 

THE COURT: I don't question her judgment on it, but 

she hasn't been doing it in a bankruptcy with the priorities 

and the post-petition anomalies that you and I and all the 

bankruptcy world deal with every day, which is different.

MR. TSEKERIDES: Right. All the more reason --

THE COURT: Okay.

MR. TSEKERIDES: -- then, in a bankruptcy, to have you 

then recognize what the risks are. Fifty million dollars isn't 

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going to break the bank in this case, but fifty million dollars 

is the same amount of the Side A coverage in the 2017 policy, 

and that would be put aside and available to these officers and 

directors. It's not like we're administratively insolvent. 

When bills come in, we're paying them. Fifty million dollars 

in this case is a joke.

THE COURT: Well --

MR. TSEKERIDES: And the fact that they're making a 

big deal --

THE COURT: -- tell that to the fire victims.

MR. TSEKERIDES: And we put --

THE COURT: It's not a joke. 

MR. TSEKERIDES: -- a hundred million aside recently 

for the fire victims. But --

THE COURT: Well, I understand. So far, they haven't 

gotten any of it yet. So --

MR. TSEKERIDES: Well, that's in --

THE COURT: So I --

MR. TSEKERIDES: -- someone else's hands. 

THE COURT: We can agree that it's not a joke. It's 

fifty million dollars. There are some certain New York Times 

tests here, you know. That's your paper. New York Times tests 

is when -- how does it look in The New York Times. Well, the 

company just set aside fifty million dollars for its new 

officers and directors. 

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MR. TSEKERIDES: Well, and --

THE COURT: That has a certain --

MR. TSEKERIDES: There's never a good headline --

THE COURT: -- optics to it.

MR. TSEKERIDES: -- for a company, but --

THE COURT: Correct. 

MR. TSEKERIDES: -- but what we would say --

THE COURT: I know that. 

MR. TSEKERIDES: But in court, we don't deal in 

headlines; we deal in facts and the law. 

THE COURT: Right. 

MR. TSEKERIDES: And here --

THE COURT: But that's why I don't want you to call it 

a joke. 

MR. TSEKERIDES: Well, in the context of this case, 

we're talking about billions in claims. 

THE COURT: We are. 

MR. TSEKERIDES: For us to be fighting about fifty 

million, at the risk of leaving the directors high and dry, 

maybe it's not a joke, but if you're a director you're going to 

be worried about it.

THE COURT: No, that's true. I don't disagree with 

that. 

MR. TSEKERIDES: And I want to make this point: If 

the --

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THE COURT: But they all came on without that fifty 

million. Right? 

MR. TSEKERIDES: Right, they all came on without that, 

but --

THE COURT: Okay.

MR. TSEKERIDES: -- from a timing perspective, I don't 

know if they came on and then the assessment took place, where 

they knew there was coverage but then the insurer sent letters 

in January and May saying --

THE COURT: Right.

MR. TSEKERIDES: -- hey, look, we're taking these 

certain positions. But I think it's important to recognize, if 

the policy is never used, and we can cancel it any time, if we 

figure out that, you know what, we're not going to need it, we 

can --

THE COURT: No, I know that. You made that clear. I 

mean, look, I -- to me, that's exactly why it's more like under 

the rug than calling it an insurance policy. You know? So --

MR. TSEKERIDES: But insur --

THE COURT: -- when you pay insurance on your house or 

on your car, you pay insurance and you hope never to have to 

make a claim. But at the end of the period, the insurance 

company doesn't give it all back to you. 

MR. TSEKERIDES: Right, so this is the --

THE COURT: Okay? 

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MR. TSEKERIDES: -- benefit to having --

THE COURT: And this is different.

MR. TSEKERIDES: -- a policy like this. 

THE COURT: But that's all I'm saying. It's not 

traditional insurance. 

MR. TSEKERIDES: Well --

THE COURT: It's self-insurance.

MR. TSEKERIDES: Well, captives, by their very 

nature -- and I don't want to get into insurance, but captives, 

by their very nature -- that's how they work, Your Honor: you 

put money aside and --

THE COURT: I know that. 

MR. TSEKERIDES: But here --

THE COURT: I know that. 

MR. TSEKERIDES: -- my point is, if we don't use it, 

we get it back. And if we use it, that means we needed it. 

And then who's going to --

THE COURT: That's right.

MR. TSEKERIDES: -- tell the officers and directors, 

you know what, I know, if you actually triggered this, that 

means you needed it, but you can't have it right now? 

THE COURT: Well, let's go back to the point that we 

were -- Mr. Stone made. The company, as you just said, without 

calling it a joke, it is -- it's paying its debts as they come 

due. And if there is a claim for a post-petition fire and 

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somehow an aggressive plaintiff's lawyer decides to name 

individual officers and directors as defendants for the fire

that follows, which could happen, then the company still can 

cover its indemnity to those entities, can't it --

MR. TSEKERIDES: It's sure --

THE COURT: -- those officers and directors? 

MR. TSEKERIDES: It's sure that it could, but --

THE COURT: And if it's administratively insolvent, 

we've got some bigger problems. 

MR. TSEKERIDES: Right. But I would say there -- it's 

not, like, immediate payment. Other people could object. We 

don't know what the -- they're objecting to having a policy. 

They might object to them coming forward and asking for the 

indemnity. 

What this does, like most insurance, if not all 

insurance, is it buys certainty for the directors and officers

that fifty million dollars, which is the exact same amount of 

the 2017 policy, will be there no matter what. If the policies 

below don't trigger, you get this. If the insurers win, you 

get this. And you know what? If the insurance company loses 

on the relating back or the priority --

THE COURT: No, I understand. 

MR. TSEKERIDES: -- doesn't exhaust it --

THE COURT: I understand. I understand.

MR. TSEKERIDES: -- then we get the money back. 

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THE COURT: Well, maybe you'll get it back. Maybe 

you'll get it back in five years. I mean, my point is I -- I 

understand, and I don't disagree with what you're saying. It 

really comes down to whether the unsecured creditors' committee 

have a voice -- I didn't make this up on my own, and I don't 

want to speculate on whether I would have responded if there 

had been no objection. But the unsecured creditors' committee 

is concerned about fifty million dollars -- I won't say "flying 

out the window", okay? I'll say "going under the rug". You 

can say "going to the captive". It's the same concept. 

MR. TSEKERIDES: And they have every right, and that's 

their job. And --

THE COURT: That's their job. 

MR. TSEKERIDES: And our point is we're explaining to 

the Court -- and Ms. Markland testified and she's willing to 

take the stand, if you need her to, here. But she put in 

papers as to why the company needs this for the new Ds and Os, 

recognizing the real risks -- and unlike Mr. Stone, I can't 

predict the future as to what's going to happen -- the real 

risk that the relation back or the prioritization will mean no 

coverage for a new claim. And that's what this is for: to 

remove that uncertainty in the amount of fifty million dollars. 

And if it's not needed, we can cancel the policy. It's not 

five years --

THE COURT: Well, come on. Let's --

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MR. TSEKERIDES: -- under the rug for five --

THE COURT: Let's -- you and I know that particularly 

as -- all we have to do is read the paper this morning. And 

how many articles in the paper today showed pictures of the 

fires? Okay? I live in the East Bay, where we had helicopters 

flying over, yesterday. And PG&E is flying helicopters over, 

inspecting for fire. And my neighbors were happy to hear that 

PG&E is flying over their house, making a lot of noise with the 

helicopters looking for fire damage. 

So it's a real thing. And I live in the Bay Area. I 

don't live in Paradise. So it's for real. And realistically, 

Mr. Tsekerides, that money isn't going to be coming back for a 

while, no matter what, you know it and I know it, because we've 

got to get through the fire season and perhaps out the door 

with a confirmed plan in a reasonable period of time. Right? 

MR. TSEKERIDES: Okay, Your Honor, but if we went and 

bought traditional insurance --

THE COURT: I understand. 

MR. TSEKERIDES: -- which the market didn't bear, it 

would never come back. 

THE COURT: I understand that. 

MR. TSEKERIDES: At least within five years, we can 

represent that it could come back --

THE COURT: It could come back.

MR. TSEKERIDES: -- if there's no claim. If something 

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happens with the coverage disputes, where the underlying 

policy's the 20- --

THE COURT: No, I understand. I don't disagree with 

that. And I'm not making light of it. Can you clarify for me 

the allocation and who should be paying what? In other words, 

what I don't know -- I think Mr. Karotkin said it to me at one 

point early in the case -- is the alignment of the boards. 

There is some commonality but there're some people who are only 

on one and not on the other; right? 

MR. TSEKERIDES: I'll do the best I can. 

THE COURT: Yeah. 

MR. TSEKERIDES: I can't tell you for sure. It is 

split. 

THE COURT: Is --

MR. TSEKERIDES: It is allocated between the utility 

and the corporation. But I couldn't tell you, standing here 

right now --

THE COURT: You don't have to tell me the dollar --

just tell me generally. Am I correct, there are some 

directors -- let's focus on directors. 

MR. TSEKERIDES: Right.

THE COURT: There're some directors of the parent but 

not the utility, and --

MR. TSEKERIDES: That's correct.

THE COURT: -- vice versa? But there're some who are 

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directors of both?

MR. TSEKERIDES: That's right.

THE COURT: Right? And is that same true with the 

officers? I don't know. 

MR. TSEKERIDES: I don't know. 

I don't know. Do you know? 

THE COURT: Mr. Karotkin, just a general view; if you 

can just explain that. 

MR. KAROTKIN: I think it --

THE COURT: And I don't need a corporate chart. I 

need an overview. 

MR. KAROTKIN: No, no. I think it's true with a few 

officers. 

THE COURT: As being in both? 

MR. KAROTKIN: Yes. 

THE COURT: Okay. But some --

MR. KAROTKIN: And some only being --

THE COURT: And some not? 

MR. STONE: And some only being in one. 

THE COURT: And some not. Okay, so that's good 

enough. So --

MR. TSEKERIDES: Okay.

THE COURT: -- it's a hybrid. And then the 

allocation -- the -- whether it goes to the insurance company 

or it goes under the carpet, there are two money -- two sources 

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of money coming in; right? The parent and the sub are --

MR. TSEKERIDES: Oh, yes. Um-hum. 

THE COURT: -- contributing on a ratio that's 

consistent with that?

MR. TSEKERIDES: Correct. 

THE COURT: And I mean, look --

MR. TSEKERIDES: I just don't know what that is. 

THE COURT: -- it's important to me to hear this, 

because, again, I'm not going to criticize you but I'm not 

going to say that fifty million is a joke. Is -- we have some 

other motions coming up in a few weeks that are significant, 

and I'm sure you're aware of that. 

MR. TSEKERIDES: I am. 

THE COURT: And I have to -- I have to figure out, 

well, is the utility paying for the officers and directors of 

the parent, or vice versa, and, if so --

MR. TSEKERIDES: Hmm.

THE COURT: -- is that appropriate. If your answer --

MR. TSEKERIDES: I don't think so. 

THE COURT: -- is no, I'll take --

MR. TSEKERIDES: Right.

THE COURT: -- your word for it. 

MR. TSEKERIDES: Yeah. 

THE COURT: And the committee hasn't raised that, and 

I'm -- it's a close subject, because you said it, and I'll 

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accept it. 

So -- okay, so there's an allocation. 

MR. TSEKERIDES: Right.

THE COURT: And if I approve it, then Ms. Markland 

then will figure out a way, and two -- in theory, two checks'll 

go: one from each of the two companies. And the fact that 

some individuals are in both, they're getting double coverage, 

if you will. And those who are only affiliated with the parent

and those only with the utility, they're --

MR. TSEKERIDES: Right. They're getting coverage for 

their actions for that --

THE COURT: They're getting coverage for their role.

MR. TSEKERIDES: -- position.

THE COURT: Okay. 

MR. TSEKERIDES: And if I may. So maybe I used the 

New York street vernacular for "insignificant". What I meant 

by "joke" was, in the context of this case, is this a drop in 

the bucket. 

THE COURT: And I do understand that. 

MR. TSEKERIDES: Okay. 

THE COURT: I'm looking at the fee appli -- the 

quarterly fees coming in. No comment.

MR. TSEKERIDES: No comment. Yeah. 

THE COURT: Okay, anything further? 

MR. TSEKERIDES: I don't think so, Your Honor.

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THE COURT: Anyone else other than Mr. Stone? Anyone 

want to be heard? Nobody -- no one other -- no other party 

filed anything, but if there's anyone that wants to be heard --

Yes, sir. 

MR. DE GHETALDI: Good morning, Your Honor. Dario de 

Ghetaldi on behalf of --

THE COURT: Mr. de Ghetaldi, I do recognize you these 

days. A couple of times you've showed up and you probably 

think I don't remember your name, and I do. 

MR. DE GHETALDI: Yeah.

THE COURT: I appreciate your stating your name, 

but -- thank you for coming back. What can I --

MR. DE GHETALDI: Thank you, Your Honor. I -- just 

briefly. We weren't able to see any of the underlying 

documents here, I think because of the protective order and our 

inability to access documents --

THE COURT: Well, some of them --

MR. DE GHETALDI: -- under the current --

THE COURT: -- were sealed. I mean, it's --

MR. DE GHETALDI: -- current form -- right. 

THE COURT: Apart from the protective order, some of 

it was under the traditional sealing because of the nature of 

the --

MR. DE GHETALDI: Understood, Your Honor. But I 

apologize; I haven't seen all of the documents. But I was just 

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sitting here thinking, given my experience with litigating 

against PG&E, including a derivative case against PG&E, arising 

out of the San Bruno fire, I think -- maybe I'm wrong, but I 

think that this is insurance that is related -- that would come 

into play in derivative litigation primarily, and the money 

would be going actually back to the company.

THE COURT: I don't -- Mr. --

MR. DE GHETALDI: Maybe I'm wrong, but that was just 

a --

THE COURT: -- Tsekerides can clarify, but I don't 

understand that these are all based on derivative actions. 

MR. TSEKERIDES: No, they're not. 

MR. DE GHETALDI: That was just a thought that I had, 

Your Honor, and --

THE COURT: Well, we have a -- we have a pending 

adversary proceeding. Right? The --

MR. TSEKERIDES: Right. 

THE COURT: The newly filed adversary proceeding. 

It's a refiling.

MR. TSEKERIDES: That's right. And that's a 

securities action, not a derivatives action. 

THE COURT: Right. Yeah. 

MR. DE GHETALDI: Okay. All right. 

THE COURT: That's what I thought. 

MR. DE GHETALDI: Okay. Well, to the extent that they 

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are related to derivative actions --

THE COURT: Well, but, I mean, in a sense -- I mean --

yeah, but I think Mr. Tsekerides' theory -- his argument is 

that, if there're no claims, the money goes back to the company 

because it's self -- what I call self-insurance. In the 

derivative action, a successful derivative action, it goes back 

to the benefit of the share -- that's a nice argument but, in a 

company that may or may not be insolvent -- I'm assuming --

they're assuming solvency here. But imagine if the company 

were insolvent; it has a different outcome.

MR. DE GHETALDI: Right. And the other thing that I 

don't know and I just wanted to bring this up, Your Honor, is 

that I have taken Ms. Markland's deposition in the past, I have 

taken Geisha Williams' deposition in the past, both relating in 

part to issues of insurance. And the existence -- the policies 

that this company has are unique, at least the ones that I've 

seen, in that a number of them have excess provisions that 

cover intentional conduct, and that would cover punitive 

damages, which --

THE COURT: Well, but that -- I don't know that that's 

relevant here. 

MR. DE GHETALDI: I don't either, but --

THE COURT: I mean --

MR. DE GHETALDI: -- these are policies, Your Honor, 

that, if we're talking about similar coverage, that coverage is 

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not legal in California and can only be obtained from overseas 

carriers coming out of --

THE COURT: Well, I don't believe --

MR. DE GHETALDI: -- Bermuda and London. 

THE COURT: -- I don't believe there's --

MR. DE GHETALDI: And I just don't -- I don't know. I 

just wanted to raise that possibility.

THE COURT: Well, the creditors' committee hasn't 

raised that issue, and I don't think there was any reference to 

it in the papers. And as I recall --

Mr. Tsekerides, am I right; it's a South Carolina --

MR. TSEKERIDES: That's --

THE COURT: -- corporation; right? 

MR. TSEKERIDES: That's correct, Your Honor --

THE COURT: And --

MR. TSEKERIDES: -- South Carolina. 

THE COURT: And that doesn't mean it doesn't have some 

offshore consequences. But I'm assuming that this is a lawful 

activity. 

MR. TSEKERIDES: That's my understanding, yeah. 

THE COURT: And --

MR. DE GHETALDI: Okay.

THE COURT: And, Mr. de Ghetaldi, if we -- Mr. 

Tsekerides didn't like my metaphor but, if I put fifty million 

dollars under the rug and said no creditor can get it, and five 

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years later it goes back to the company, that's not illegal; is 

it? And it doesn't -- it's not offshore laundering; it's 

just --

MR. DE GHETALDI: It's not illegal, Your Honor, but, 

as the --

THE COURT: It's protecting your money. 

MR. DE GHETALDI: As the Court observed, this is not 

peanuts, this is not something that is nothing, compared to the 

individuals who have lost their homes, some of whom are 

homeless still, living in --

THE COURT: Well, I understand, and --

MR. DE GHETALDI: -- hotels and tents and --

THE COURT: -- and that's why --

MR. DE GHETALDI: -- trailers. 

THE COURT: -- that's why the question of the motions 

that are coming up next month -- later this month, about the 

Tubbs Fire and about -- those are all relevant. But the only 

question here is whether the individuals who are serving as 

officers and directors get this extra protection that's been 

argued. No one's suggested that any of them have done anything 

wrong or inartfully. You might -- you, in your various 

complaints, might have alleged some wrongdoing but, in terms of 

this context and the -- this is where I do look to the general 

unsecured creditors' committee -- and I might add the tort 

victims' committee have (sic) not taken a position on this. 

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So that suggests to me that we're not dealing with 

anything that's kind of unusual -- well, it's unusual, but it's 

not out of the realm of the situation we have here and the 

reasons why the company wants this kind of protection for the 

officers and directors. 

MR. DE GHETALDI: All I'm saying, Your Honor --

THE COURT: Okay.

MR. DE GHETALDI: -- is that I have not had access to 

all of the documents --

THE COURT: Yeah. I understand.

MR. DE GHETALDI: -- and these are my concerns. 

THE COURT: Okay. Thank you. 

MR. DE GHETALDI: Thank you.

THE COURT: Mr. Stone, you want to close? 

MR. STONE: I don't have a lot to add, Your Honor. I 

think I would just reiterate again that this -- we believe that 

this really is just a self-insurance program and that this is 

tantamount to granting a superpriority administrative claim. 

As Your Honor mentioned --

THE COURT: Well, but do you also accept a couple of 

things that Mr. Tsekerides and I talked about: that if we tell 

the officers and directors the Court is going to allow this 

set-aside -- again, we won't call it "under the rug"; we don't 

have to have words like "a captive cell". The concept is fifty 

million dollars is available tomorrow that isn't available 

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today in case these officers and directors need it. But it's 

also true that that money is coming back to the company if the 

claims are not asserted. You don't disagree with that? 

MR. STONE: I don't disagree with that.

THE COURT: And so that's what makes it unlike your 

run-of-the-mill kind of insurance for casualty insurance or 

liability insurance or professional malpractice, et cetera. 

It's -- you're earning it as you -- as time goes by.

But where is the outcome if I say no today? And then 

what do we do? In other words, do we really wait until there's 

another fire and then wait until the existing insurance decides 

to play hardball on the coverage and then we tell the officers 

and directors, well, you know, the company will probably cover 

you because they're paying the debts as they come due, but you 

don't have this kind of assurance? That's not a good message 

to send; is it? 

MR. STONE: Well, I don't think it's a -- I don't 

think it puts directors in a terrible position, because I think 

that, if there is another fire and/or the insurance company 

plays hardball on the coverage, that would be a time when they 

could -- the debtors could come to the Court and say, there 

really is a need here, let's -- allow us to do the selfinsurance program now. 

THE COURT: But if there's another horrible fire, a 

big one, then we have another problem that -- it's like the 

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elephant in the room; we have a post-petition claim that's 

measured in billions and what to do about them and whether the 

government or --

MR. STONE: True.

THE COURT: -- the legislature or anybody else deals 

with it. The bankruptcy law tells us what the answer is for 

bankruptcy law; right? And it's not a pleasant law for anyone, 

but it's a fact of life that would be true. Don't you agree? 

If a camp fire happens next month, we have some significant 

post-petition exposure for the estate. 

MR. STONE: For the estate? Absolutely. 

THE COURT: Right? 

MR. STONE: For officers and directors, it's more 

tenuous. 

THE COURT: Well, I mean, it should be more tenuous,

because hopefully they don't have any culpability. But --

that's easy for you and me to say but, when they get served 

with a summons and they say, who's protecting me -- I mean, we 

do want officers and directors running the company; don't we? 

MR. STONE: We do.

THE COURT: Maybe some people might want --

MR. STONE: And --

THE COURT: -- different officers and directors, but 

these are the ones that we got. 

MR. STONE: Well, and these are the ones who signed 

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up --

THE COURT: That's right.

MR. STONE: -- to be officers and directors, with 

these policies in place, with the very same provisions in place 

that relate back, and with the very same provision in place 

that says that pre-petition claims are favored. 

THE COURT: Well, it's interesting; it's -- prepetition claims are favored as a matter of insurance law; postpetition claims are favored as a matter of bankruptcy law. So,

guess what? If you're a fire victim, as horrible as that may 

be, you have the better outcome, because you have the insurer 

to look to you (sic) for your pre-petition claims, and the 

estate and/or the bankruptcy law for your post-petition claims. 

And I guess Mr. Tsekerides is right; on the grand order of 

things, it's not a lot of money relative to the entirety of the 

exposure here. 

MR. STONE: Well, I'm sure my clients'd be happy to 

have another fifty million dollars put in their pocket. 

THE COURT: Well, but that gets back to the question 

of the plan. In other words, if there -- the perception is --

I'm sure your client knows as well as I do, is that the 

creditors will be paid. And if the creditors are paid, then 

setting aside this amount of money for the benefit of the 

officers and directors is of no consequence. 

MR. STONE: If the creditors are paid, we can all go 

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home. 

THE COURT: Well, but I want -- I guess I'm -- I'm 

going to -- it's my decision and I'll make it. But the 

question is why is this a good thing -- why is denying the 

motion a good thing from the point of view of the unsecured 

creditors' committee? 

MR. STONE: Because --

THE COURT: Why is your client better off for purposes 

of how the bankruptcy might have a proper conclusion? It's too 

early to think about it, but I read in the papers it's going to 

be done in June. So why --

MR. STONE: Well, we all hope, Your Honor. But from 

our stand --

THE COURT: They don't know that the first one is 

still pending.

MR. STONE: From our standpoint, Your Honor, it's just 

what Your Honor mentioned in our previous exchange, which is 

that this is just taking money and putting it out of the reach 

of otherwise ordinary creditors. And we don't know what's 

going to happen.

THE COURT: Well, okay, but let's focus on that. Yes, 

and I can use my metaphor or his metaphor; so I'll go back to 

mine. I'm going to -- I'm being asked to let the company --

companies put fifty million dollars under the rug for a rainy 

day, for the benefit of a small subset of people called 

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officers and directors, who are well paid and well compensated 

but are also taking some risk here. And they are in the 

kitchen and they have -- and they're putting up with the heat. 

And I'm sure there's plenty of it in the kitchen. 

If I deny the motion, it doesn't change the outcome 

for creditors. Your clients don't get fifty more million 

dollars, nor do the fire victims. What happens is that -- Mr. 

Tsekerides is correct -- a relatively small blip is still on 

the available-asset side of the equation, and the company, 

whether on its own or with a competing plan -- somebody's going 

to figure out a way to pay the creditors. And the deal isn't 

going to turn on this fifty million dollars under the rug. 

Isn't that true? 

MR. STONE: Probably not --

THE COURT: It's just not --

MR. STONE: -- Your Honor.

THE COURT: It's just not --

MR. STONE: Yes. 

THE COURT: It's not going to make a difference.

MR. STONE: It --

THE COURT: If I -- look, I made reference to the fire 

fund, and the fire fund was approved just over a month ago. 

And the other day I said to myself, well, when is some of that 

money going out to the victims? Now I realize there's been 

some activity -- you're probably familiar with it, or the 

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committee is -- and progress is being made. 

If I had a sense that denying this motion might 

somehow move the ball towards getting some money to the 

creditors -- and I won't say the fire victims; I'll say the 

creditor -- the universe of creditors -- that would be an 

argument in favor of telling the officers and directors, well, 

you'll just have to stay in the kitchen with the heat and we're 

not going to turn the temperature down. But there's no 

indication that that's going to happen. I mean, there either 

is or isn't going to be a plan in the near term. Right? 

MR. STONE: Right. 

THE COURT: So once again, I'm pinning you down: how 

is this going to make a real difference to creditors, whether 

they be fire victims or consensual creditors? 

MR. STONE: I don't know that anyone today can answer 

that question. 

THE COURT: Okay.

MR. STONE: Okay. 

MR. TSEKERIDES: Your Honor, I think Mr. Karotkin 

wanted to --

MR. KAROTKIN: Can I say --

THE COURT: Yes. Sure, Mr. --

MR. KAROTKIN: Sorry, I -- having lost my voice -- too 

many airplane flights, Your Honor. It's Stephen Karotkin. 

THE COURT: You haven't moved --

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MR. KAROTKIN: Well --

THE COURT: -- to California yet? 

MR. KAROTKIN: Housing's too expensive in San 

Francisco.

THE COURT: Hey, we had an earthquake for you since 

you were --

MR. KAROTKIN: Two of them. 

THE COURT: Yeah. Well, they were Southern California 

earthquakes, so --

MR. KAROTKIN: Yeah, I know. 

Your Honor, I think you put your finger on it in the 

last few minutes when you addressed how is this really going to 

impact distributions under the plan, because it's not -- and I 

think that it's important to note, again, as you said, that --

God forbid, God forbid there's another catastrophic wildfire --

what Mr. Stone is asking these officers and directors to do is 

rely on the fact that they have administrative-expense claims 

which are pari passi, of course, with a post-petition 

catastrophic wildfire. And it's not fair to put them in that 

risk when all we're asking, Your Honor, is -- and again, it's 

not all we're asking, but it's to put fifty million dollars

aside to give them the peace of mind that they have -- that 

they have the coverage. 

And it's easy for Mr. Stone to say, don't worry, 

there's not a big risk of a lawsuit, there's not a big risk of 

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being exposed to it. He's not going to be the defendant. And 

I think it's important to note that the directors and officers 

are entitled to that coverage. The money is not leaving the 

estate. And as Mr. --

THE COURT: Well, it kind of -- it's kind of leaving 

the estate. 

MR. KAROTKIN: It's not, though. 

THE COURT: It --

MR. KAROTKIN: It's there. It's an asset that will be 

available. And if it's not used, it comes back. 

THE COURT: I mean, it's -- come on, it's like paying 

a retainer to a special counsel. I mean, if a lawyer gets 

hired and says, "I'll take" -- "I'll do something as long as I 

get my retainer in advance" --

MR. KAROTKIN: But it comes back, Your Honor. 

THE COURT: -- we allow -- that's right. And if the 

lawyer doesn't use it up, he gives it back. But my point is 

we --

MR. KAROTKIN: And if there -- and if the --

THE COURT: -- we do it all the time. 

MR. KAROTKIN: Right.

THE COURT: This is a different one. 

MR. KAROTKIN: And if the company, as Mr. Stone is 

convinced of, is administratively solvent and will have the 

ability to provide the indemnification, all of the money will 

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come back, with interest. 

THE COURT: So we're going into this anomaly of 

saying, if the company -- everybody in the room presumes that 

the company is administratively solvent, and not only 

administratively solvent, it's going to pay its creditors, 

therefore what's the big deal of setting aside fifty million. 

But then the question then is, well, what if we're wrong on 

that? Then the question is, well, do the fifty million 

dollars -- have they been reallocated unfairly to the people 

that it should be --

MR. KAROTKIN: Again, Your Honor --

THE COURT: -- allocated to? Don't know. 

MR. KAROTKIN: -- directors and officers are entitled 

to the protection of insurance. This was a very economical way 

to do this, and we think that it represents --

THE COURT: I don't disagree with that. I mean, look, 

again, the complexity of it and the -- but the simplicity of 

it, in a sense, is there. But -- and the committee didn't 

disagree, nor did I question the relatively minor cost of 

administering this thing. It's 100,000 dollars over five 

years. 

MR. KAROTKIN: Exactly.

THE COURT: I mean, but again, it's your own money. 

MR. KAROTKIN: And I will note, Your Honor, the tort 

committee, which obviously represents thousands and thousands 

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of claimants, has no opposition or --

THE COURT: No, I know, and -- no one --

MR. KAROTKIN: -- objection to the relief. 

THE COURT: -- no one but the unsecured creditors' 

committee. 

MR. KAROTKIN: Thank you, sir. 

THE COURT: I'll go ahead and grant the motion. I am 

on the fence about it. I was -- struggled with it in my own 

mind, and I was bothered by the way it came about. But I'm 

glad we resolved it today. I would have wished that it could 

have been played out a little more deliberately so that I and 

the unsecured creditors' committee and Mr. de Ghetaldi and 

anyone else would have a better sense of it. But at the end of 

the day, I think the presentation of counsel has explained it 

to me. And I don't mean to put Mr. Stone on the spot by trying 

to pin him down to say how does it really matter. That's not 

his role. His role is to do what the unsecured creditors' 

committee's supposed to do, and that is, second -- in 

appropriate cases, second-guess the debtor and have a reality 

check on whether the debtor should be doing it.

I'm not unsympathetic to the risks that any person who 

serves as an officer or director of a company like this -- it's 

constantly under criticism till the lights stay on, and then 

they get no thanks for it. It's not an easy job. And I wish 

it would be simpler. But I think -- not to put a label on it 

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to say, well, I'm deferring to the debtors' judgment. I do 

defer to the debtors' judgment but, here, having considered the 

argument of the creditors' committee but, more importantly, the 

way it should work and the way -- and the way there is a 

minimal impact on creditors, notwithstanding the optics of it, 

it is true, I will probably read in the paper what you all read 

tomorrow: that the judge just handed over fifty million 

dollars to the officers and directors. That's not true. But I 

have to -- I will go ahead and grant the motion because I'm 

satisfied that the tradeoff of the benefit to maintaining the 

situation going forward outweighs what is almost a nonexistent

present and a benefit to the universe of creditors: tort 

creditors and contractual creditors, who hopefully will be 

taken care of in a broader sense in the future. 

So for all those reasons, I will overrule the 

committee's objections, thank Mr. Stone for the presentation

and the argument and, Mr. Tsekerides, you too. And so I'll 

grant the motion for those reasons and I'll ask that -- I don't 

recall what the form of order says, but it's for the reasons 

stated on my comments that I just made is why I will grant the 

motion. 

So let's go to the next one. 

MR. TSEKERIDES: Your Honor, can Ms. Markland be 

excused?

THE COURT: Oh, sure. She never -- I mean, I 

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didn't -- wasn't requiring her to be here. 

Thank you, Ms. Markland, for coming. 

MS. MARKLAND: Thank you. 

THE COURT: All right, you want to -- so can I just 

ask, is there any ongoing objection to the retention of the 

Coblentz firm, based upon what Mr. Ficks has said? Any -- the 

tort committee? Are you -- or Mr. Ficks --

MR. FULLER: Your Honor, Lars Fuller of Baker & 

Hostetler, on behalf of the tort committee. 

I think we are satisfied with the supplemental 

disclosure of Mr. Ficks, addressing the issue --

THE COURT: Okay, and is --

MR. FULLER: -- we had raised in our --

THE COURT: All right. Thank you, Mr. Fuller.

Is Ms. Pino on the phone or in court today?

MS. PINO: Good morning, Your Honor. Estela Pino 

appearing by phone. Your Honor, thank you for hearing this 

matter and allowing us to appear by phone. 

Your Honor, we have carefully reviewed Mr. Ficks' 

supplemental declaration and we do not feel that it addresses

the concerns we raised in our objection. The very contract 

entered into between the firm sought to be employed and the 

debtor provides that all applicable rules and regulations 

governing professional conduct have to be followed. And the 

contract also says that any actual or potential conflict with 

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other parties that, if those exist, the other -- the law firm 

has to obtain written waivers from the other client.

THE COURT: Well, they have --

MS. PINO: And --

THE COURT: -- they only have -- they only have two 

clients; right? They have -- the Coblentz firm's clients are 

the City of Oakland and the debtor. So, I mean, your --

MS. PINO: Actually, there's a lot -- there's a lot of 

other clients that they represent. But as the Ghost Ship 

plaintiff's executive committee, we are very concerned about 

the issue with the City of Oakland. There is no evidence 

before the Court that the City of Oakland has given its written 

consent to the representation of the debtors by this firm. And 

it could have been addressed in the supplemental declaration 

that was filed, and it is not. 

We do appreciate that Mr. Ficks has said that --

addressed one of the TCC's concerns that Coblentz will not 

represent the debtors or matters relating to the Oaklandwarehouse litigation in connection with claims estimation and 

the claims process. But they could have used this declaration 

to supplement the record regarding the written consent of the 

City of Oakland and others, like --

THE COURT: Well --

MS. PINO: -- the Caymus winery --

THE COURT: -- who's the other --

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MS. PINO: -- and they didn't. 

THE COURT: Okay, so the representation here that they 

have advised Caymus regarding other matters -- but the issue on 

Oakland, the Ghost Ship -- Oakland is a defendant in the Ghost 

Ship, PG&E is a defendant in Ghost Ship. And the Coblentz firm 

has two clients who are defendants, who perhaps are not adverse 

to one another, but -- well, they may be, but Mr. Coblen -- I 

mean Mr. Ficks' firm is not getting in the middle of that. 

So -- well, look, let me ask Mr. Ficks to respond. 

You heard these comments. Can you solve the problem 

with a consent from Oakland? 

MR. FICKS: Yes, Your Honor. We have it. We have a 

written consent from Oakland.

THE COURT: Okay. And you didn't have it when you 

gave me the declaration, but your representation is that it 

exists?

MR. FICKS: Yes, and --

THE COURT: I mean subsequent to this thing all 

surfacing? 

MR. FICKS: No. It existed before, Your Honor. The 

declaration and my discussions with Ms. Pino were going on at 

the same time. So I did inform her yesterday by telephone that 

we had the written --

THE COURT: And what about --

MR. FICKS: -- consent.

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THE COURT: -- Caymus Vineyards? 

MR. FICKS: There's no -- we're not representing 

Caymus Vineyards. They're not adverse to anything that my firm 

is involved with, with PG&E. There's no reason to get a waiver 

from them. We have no actual potential conflict. They have 

not --

THE COURT: They're not -- you're doing something 

unrelated to PG&E for Caymus, and unrelated to City of Oakland 

for Caymus; right? 

MR. FICKS: Correct. 

THE COURT: Ms. Pino, why do they need a waiver from 

Caymus, in your opinion? I don't know that they do, either. 

There might be good client relationships, but it's not legally 

required under the rules; is it? 

MS. PINO: Well, Your Honor, I think it's required by 

the actual agreement that is attached as Exhibit B to the 

application to employ. But let's focus on the City of Oakland. 

The declaration does not state that they have the written 

consent of the City of Oakland.

THE COURT: But Mr. Ficks just --

MS. PINO: Rather --

THE COURT: But Mr. Ficks just made a representation 

on the record. Do you think he's making that up? I mean, I 

don't -- I --

MS. PINO: Well, Your Honor, I --

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THE COURT: Mr. Ficks isn't going to --

MS. PINO: -- I have --

THE COURT: -- come to court -- Ms. Pino, Mr. Ficks is 

not going to come into this court as an officer of the Court 

and represent to this Court that he has obtained a written 

consent from Oakland, if it's not true. And if you want me to 

make him -- you mean -- I don't even want to ask him, any more 

than I would ask you. Do you really want me to just not 

believe him? 

MS. PINO: Your Honor, I think that perhaps that 

written consent should be submitted for your review. 

THE COURT: That's none of my business. An officer of 

the Court, member of the California bar, has said he has a 

written consent from a defendant, who is also a client of his 

firm, in connection with a matter where the debtor, who seeks 

to employ Mr. Ficks' firm, is also employing the firm, in 

connection with that event. But he does not, and his firm does 

not, represent the parties against one another. They have a 

common interest. 

I'm not going to do anything more than take his word 

for it. If he gave me a false statement, there are other 

consequences. But go ahead; anything else you want to add? 

Because I'm satisfied with that representation and I'm not 

going to -- I'm not going to review a document -- or a letter 

that an officer of the Court has said exists. 

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So what else do you want -- anything else? 

MS. PINO: That's it, Your Honor. Thank you for your 

time. 

THE COURT: Okay. Well, to the extent -- and I'm not 

asking Ms. Pino to back down. I will, for the record, then, 

take Mr. Ficks' representation that he has the written consent 

from his other client and I don't need to see it. And I will 

overrule the remaining objection by the executive committee. 

The tort committee has, through Mr. Fuller's comments, 

indicated its satisfaction. So for those two reasons, then, 

the application will be granted. 

And go ahead, Mr. Ficks, you can coordinate with 

counsel. I guess there already has been an order uploaded, 

so -- maybe not uploaded, but make sure it is uploaded in the 

normal fashion. Okay? 

MR. FICKS: Thank you, Your Honor. 

THE COURT: Okay. Thanks very much. 

Thank you, Ms. Pino. 

MR. KAROTKIN: Your Honor --

MS. PINO: Thank you, Your Honor. 

THE COURT: Yes, sir? 

MR. KAROTKIN: -- may I be excused? 

THE COURT: Yeah. You want to --

MR. KAROTKIN: Thank you.

THE COURT: Are you leaving?

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MR. KAROTKIN: Yes. 

THE COURT: Are we done? 

MR. KAROTKIN: No. 

THE COURT: Okay. 

MR. KAROTKIN: Thank you, sir. 

THE COURT: Don't buck (ph.) into the door. 

MR. KAROTKIN: Not anymore. You fixed that. 

THE COURT: All right, so we're down to the protective 

order? 

MR. SLACK: Yes --

THE COURT: All right.

MR. SLACK: -- Your Honor.

THE COURT: Mr. Slack. Well, let --

MR. SLACK: So, Richard --

THE COURT: -- let me make -- okay, state your 

appearance, please. 

MR. SLACK: I was just going to say, Richard Slack --

THE COURT: Yeah. 

MR. SLACK: -- from Weil, for the debtors, Your Honor. 

THE COURT: So I was reviewing the agenda that Ms. Kim

(ph.) prepared, and going back through my notes from before, 

and I have to confess that I just simply couldn't keep up with 

the status of what's still pending. And I obviously want you 

to summarize what's still unresolved. And if there are other 

counsel in court or on the phone that want to be heard, I'll go 

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down through every one of them. But I thought a number of them 

were resolved. So why don't you tell me what's unresolved.

MR. SLACK: That's true, Your Honor. So, first, as I 

think the Court is aware, the debtors, the UCC, and the TCC 

agreed on a protective order, which Your Honor entered.

THE COURT: Right. 

MR. SLACK: And there's therefore, I think, broad 

creditor support for the protective order put in place by the 

Court. 

Since that time, we have continued to discuss with the 

objectors, and I'm pleased to say that we've made progress and 

resolved what I think are two large groups of objectors. So we 

have resolved -- and I'm going to go through it in a second, 

Your Honor -- the NextEra objection and all of the joinders to 

the NextEra --

THE COURT: Oh. 

MR. SLACK: -- objection. 

THE COURT: Okay, that's one I was -- that was on my 

"open" list. 

MR. SLACK: And we've also resolved the Sonoma Clean 

Power Authority objection and all the joinders to that 

objection, Your Honor.

THE COURT: Well, is that the same as the -- Mr. 

Pascuzzi's California state-agen --

MR. SLACK: No, that's different.

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THE COURT: That's different. Okay. Sonoma Power --

MR. SLACK: So there're still -- and again, I'll go 

through this in a second, Your Honor. There're still three 

issues, at least that we're aware of: the first is with the 

state agencies, who'd like to add some language, which I'll 

talk to in a few minutes; the second is, there are individual 

fire claimants, they also have a continuing objection; and the 

ad hoc subrogation group also has a continuing objection. And 

I'll go through each of those. 

THE COURT: Okay.

MR. SLACK: But those are the three that I'm aware of, 

Your Honor, that still are outstanding.

THE COURT: Okay. Well, you go ahead and summarize it 

and then I'll see if there's anyone that you --

MR. SLACK: So, Your Honor, I --

THE COURT: -- might have forgotten. 

MR. SLACK: -- what I'd like to do is, because we've 

made some progress, and we have made some changes to the 

protective order that you entered, I'd like to hand that up and 

walk through those with you so you can --

THE COURT: Sure. 

MR. SLACK: -- see what was resolved.

THE COURT: Okay. Thank you. 

MR. SLACK: So, Your Honor, there's a clean and a 

blackline. The clean should be the first one. The blackline 

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is the second. And I'd like to go over the blackline version. 

THE COURT: Well, you know, you don't need to go 

through what's been agreed to. I don't -- I'll rely on it. 

MR. SLACK: Okay.

THE COURT: I think we should identify what's open, 

what's unresolved. 

MR. SLACK: Yeah, well, I -- the only reason I'd like 

to at least walk through the NextEra objections -- I think it 

relates to one of the unresolved objections --

THE COURT: Okay. 

MR. SLACK: -- because I think a party has an 

analogous objection but wasn't satisfied with the resolution. 

So --

THE COURT: Okay. 

MR. SLACK: -- I think it's important to at least go 

through that, so you understand what our proposal is to deal 

with it. 

So NextEra had raised a few issues, but the principal 

objection that we worked out with them related to whether 

someone, who was not otherwise permitted to see confidential 

and highly confidential information under 7.2 and 7.3, should 

be allowed. 

And after discussions, what we understood the primary 

concern was is that while they recognize there's a provision 

7.3 already in the protective order that allows for these kinds 

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of determinations, in other words, a party can come to the 

debtors and ask for a consent for somebody -- and that's where 

the debtor, of course, is the producing party. It could be 

another party. But could come to the debtors and ask for our 

consent to show it to somebody who's not otherwise permitted.

And the concern was well, maybe the debtor's going to 

drag its feet in doing that. So we agreed to a new sentence at 

the end of 7.3(k), which is in the blackline. And it 

essentially provides that after a request by a party to show it 

to somebody, who's not otherwise permitted, the debtor will 

have three-to-five days, use best efforts for three days, but 

five days to give an answer. And that could be followed by an 

application to the Court.

THE COURT: Less than three -- at least three but no 

later than five.

MR. SLACK: Exactly, Your Honor. 

THE COURT: Sounds like a four to me. Okay.

MR. SLACK: So with that change to 7.3(k), NextEra, 

and again, as I understand it, all the folks that have joined 

that have -- we've resolved those objections.

THE COURT: Okay.

MR. SLACK: I'll just point out -- I won't walk you 

through the provision, but in section 3, we agreed to carve out 

a number of the CCAs that we worked out the language with 

Sonoma and the joinders. And again, with that language in 

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section 3, that objection has been resolved.

THE COURT: Is that --

MR. SLACK: So --

THE COURT: Let me take a look at that though. In 

section 3 -- I'm looking at the blackline. 

MR. SLACK: Right, so it's section 3 at pages 4 and 5 

of the blackline. 

THE COURT: Yeah, okay. Oh that's the entities that 

are being carved out. 

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

THE COURT: Yeah. All right. Okay, got it. 

MR. SLACK: So again, I think that leaves only three 

of the objections unresolved. 

THE COURT: But what --

MR. SLACK: Our view, Your Honor --

THE COURT: What was the fate of the one that was 

raised by someone, I forget, about letting outside -- I mean, 

sorry, in-house counsel -- those companies that have in-house 

counsel were being allowed to see it? Was that resolved or 

not?

MR. SLACK: I think the only issue that is unresolved 

with respect to counsel relates to outside -- at least as we're 

aware, now relates to outside counsel who is not counsel in the 

bankruptcy. The ad hoc subrogation group would like those 

counsel to be able to see information. 

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And again, our view on that, Your Honor, is that that 

already is covered under 7.3(k), which is the catch-all. And 

now with the new language, we think that should resolve that 

issue. 

THE COURT: Okay. 

MR. SLACK: So the three unresolved objections, let me 

see if I can go through them. The first, Your Honor, no 

particular order -- we'll take the individual fire victim

creditors filed an objection. What they're seeking -- and 

we've had some discussions with them, is they essentially want 

to see any information that the debtors produced to the TCC. 

And putting aside for a moment that this request is overbroad 

and inappropriate because the individual fire victims don't 

perform the same function in this bankruptcy as the TCC does. 

And therefore, the TCC is necessarily going to need information 

that wouldn't necessarily be appropriate for other parties.

The real issue today is that the request is not a 

protective-order issue. The request is simply a request for 

documents. They want to see information that the TCC gets, and 

if they want to see that, then they can make requests, and 

we'll respond to them in the appropriate way. And if they're 

not happy with the answers that the debtors give them on a 

request-by-request basis, then they can come to court like any 

other party who wants information. But it's fundamentally not 

a protective-order issue. There isn't a provision in this 

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protective order that addresses whether parties should be able 

to get discovery that they want independently.

THE COURT: Well, but if the TCC asks the debtor for 

something, and the debtor gives it to the TCC under the 

protective-order rules, then doesn't that exactly -- isn't that 

what triggers the individual claimants making the same request?

MR. SLACK: Yeah, the issue though is, Your Honor, 

when -- under the way the protective order works, if you give 

information to the TCC there are specific people who they can 

give it to.

THE COURT: Yeah, I know that. I understand that. 

MR. SLACK: All right, the question is this is a 

separate, essentially, receiving party, meaning if they want 

information like any other party in the bankruptcy, they can 

make a request. There certainly is nothing that --

THE COURT: No, but I know that. I know that, and if 

there's no claim of confidentiality, the debtor would be welladvised to just cooperate with them, right?

MR. SLACK: That's true. 

THE COURT: And if the debtor says no, that's 

confidential, or highly confidential, then you're back to well, 

okay, then they have to make a request. They don't get to sort 

of trigger the three-day, five-day response time? I mean, 

what -- in other words, I'm not following you how it gets 

implemented from the individual claimant's point of view.

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MR. SLACK: So let's say that the individual claimants 

are represented. They want information on a particular motion. 

They would make a request of the debtor. They would be an 

independent receiving party from the TCC, and we'd be able to 

judge whether that request makes sense for the individual fire 

claimant to see that information. 

Maybe it's a confidentiality issue, but maybe it's an 

issue of should they be performing the same role as the TCC in 

duplicating effort in this bankruptcy. Maybe it's an issue 

that they don't have a dog in that fight. So it shouldn't be 

that everything that the TCC gets that another party should 

automatically get. Again, it's just not a protective-order 

issue.

THE COURT: Well, I know you said that it isn't, but 

when does it become one? In other words, if Mr. Julian asks 

you for something, and you say well, okay, that's under the --

we'll do it too, but we're marking it confidential, but we'll 

give it to you because it's consistent with our term.

MR. SLACK: That's right.

THE COURT: Then one of the individual claimants says 

well, I'd like that same thing too, and you say no, then what? 

Then we're back to the same question. 

MR. SLACK: No, we're actually at a different 

question.

THE COURT: Okay.

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MR. SLACK: And at a different point. And the 

different question is you're looking at particular information 

that the individual fire claimants want to see.

THE COURT: Right.

MR. SLACK: I mean, for example, the TCC, because of 

their role as a committee, is getting information about the 

upcoming CEO motion. And they're getting information about the 

KEIP, for example. There's no suggestion that just because the 

TCC is getting information to fulfil their role as an official 

committee that the fire victims should get everything that the 

TCC sees. And that --

THE COURT: No, I got that. But what if the fire 

claimant says but I want it?

MR. SLACK: Right, that's a request to the debtors.

THE COURT: Yeah.

MR. SLACK: And the debtors will take that just like 

they would from any other party.

THE COURT: And the debtor says no, I'm not going to 

give it to you --

MR. SLACK: Right.

THE COURT: -- because it's confidential.

MR. SLACK: Well, it could be because of that. It 

could be for other reasons. But the point, Your Honor, is at 

that point you've got a specific request with a specific need. 

And both the debtors and the Court are going to be able to look 

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at the specific need for that specific motion and make a 

determination whether the fire victims need that information in 

that particular circumstance. 

And that's the way it should work. It shouldn't work 

where you have a blanket everything the TCC gets the fire 

victims should get. And that's what they want is this blanket 

ruling that they should get everything just because the TCC 

gets it.

THE COURT: Okay. We'll see what they have to say.

MR. SLACK: The second one, Your Honor, that's 

outstanding is the -- again, the ad hoc subrogation group. And 

they seek to be able to show the debtors' information not just 

to their counsel in the bankruptcy, which is permitted. So 

anybody who appears in the bankruptcy can get the information 

and use it in the bankruptcy. That's not an issue.

And we've also agreed, Your Honor, though it doesn't 

appear in the -- it doesn't appear in the protective order. 

It's essentially a 7.3, but we've agreed that their 

bankruptcy -- their bankruptcy counsel who hasn't officially 

appeared, but they've given us a list. And they've said these 

are our bankruptcy counsel for the individual members. We've 

also agreed that they can see the information. 

And so now the question that remains is whether their 

essentially outside litigation subrogation counsel should be 

able to have a blanket waiver here. And again, what our view 

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is, Your Honor, is that 7.3 covers this. And if you think 

about it, Your Honor, this is really an analogous issue to what 

NextEra and the joinders there had. They wanted to show it to 

common interest folks. They're not -- common interest folks 

aren't listed. And we worked out an arrangement under 7.3. I 

think there was a recognition that the protective order already 

covered these kinds of disputes. And the language in (k) that 

we've added makes sure that it happens promptly.

THE COURT: Well so would that -- in your mind, that 

would work for the subrogation group too?

MR. SLACK: That's exactly right. And the advantage 

to that, Your Honor, and it's an important one, is that that 

allows the debtor to look on a case-by-case basis.

THE COURT: Right.

MR. SLACK: With respect to the documents.

THE COURT: So if a member of the ad hoc subrogation 

group says share this information with our general counsel, our 

outside litigation counsel, not bankruptcy --

MR. SLACK: That's right.

THE COURT: -- that triggers the three-to-five-day 

response by you.

MR. SLACK: Exactly, Your Honor, exactly.

THE COURT: But it still means that you're the one, 

the debtor and you as its counsel are the ones that have to 

respond. And if you respond favorably, the problem's solved. 

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If you say no, then --

MR. SLACK: Exactly, Your Honor.

THE COURT: -- I'm here. Okay.

MR. SLACK: The last outstanding objection is by the 

state agencies. Now, first we've agreed to carve them out.

THE COURT: Right.

MR. SLACK: And they wanted to be carved out. So 

they're not carved out, and that's in the section 3 carve-out. 

THE COURT: We said that. 

MR. SLACK: But that didn't resolve their objection. 

What they're -- what they said is they want to put in place a 

provision. And I don't think their language is in -- is in 

their objection, but they want to put in place a provision that 

would allow anybody who receives the debtor's information to 

essentially be a quasi-attorney general whistleblower and have 

a global carve-out that says, whether something's confidential 

or highly confidential, that they can essentially whistle blow 

and tell the state agencies.

THE COURT: So you're saying -- you know, I did look 

at the state agencies specifically because I was aware that 

they were carved out. But I looked at it and so this -- what 

you call the whistleblower rule is not even in there.

MR. SLACK: I think they mentioned that they -- I 

think they have one sentence where they complain about the fact 

that people can't do it, but they don't propose language, and 

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there's no discussion or rationale in the papers, Your Honor. 

THE COURT: But is this a protective-order issue? In 

other words, if the state agencies are not covered by this 

rule, and they get some information, then if there's a 

whistleblower consequence there's a consequence. The rule 

doesn't apply, so what is there to --

MR. SLACK: Yeah --

THE COURT: How do we come up with a carve-out to the 

carve-out? 

MR. SLACK: Yeah, Your Honor, I think you're on to 

something, but I think look, this is -- there are statutes that 

deal with whistleblowers.

THE COURT: I would think --

MR. SLACK: And that's a legislative province. And 

that's why you're going to find any support -- there's no 

support for this kind of a provision because this is the 

province of the legislature. And if the legislature wants to 

have a carve-out for all protective orders in civil litigation 

that would allow folks who are regulated to have people who get 

information essentially become quasi attorney generals, the 

legislature can enact that. There's no preventing it.

THE COURT: But we're not going to tell the 

legislature what to do. The question is what should the 

Bankruptcy Court do. And what would -- I see Mr. Pascuzzi's 

going to tell me what he wants to do, but what would you have 

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me do, Mr. Slack? Would you just leave it as is?

MR. SLACK: I don't think there needs to be any change 

at all -- 

THE COURT: No change at all. 

MR. SLACK: -- to the protective order. 

THE COURT: Okay.

MR. SLACK: I think that the protective order works 

the way it is. I mean, two points that are really important 

here. One, the debtors have cooperated fully with the 

regulators, provided information. There's no suggestion 

otherwise, so I think that's -- we've got to put that aside. 

And the debtors will continue to do that. And the 

state regulators are in the same position, if this is silent, 

that they would be without a protective order. 

THE COURT: Well, but that's what strikes me is it's 

as though that -- Mr. Pascuzzi will tell me in a minute what's 

bothering him, but based upon paragraph 3, it's as though 

they're simply not party to the protective order. Therefore, 

if they want some information, they're governed by the 

traditional rules and so are you. 

MR. SLACK: Yeah, that's right, Your Honor. Anyhow, 

so, Your Honor, I think again somebody may stand up and say I 

missed one, but I think those are the three objections that are 

outstanding.

THE COURT: Okay. Because Mr. Pascuzzi was almost at 

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the podium, we'll go in reverse order. I'll ask him to speak, 

and then I'll hear from whoever's speaking for the ad hoc 

subrogation group. And then we'll come back and finish with 

the fire claimants. 

Mr. Pascuzzi, what do you want me to do for you?

MR. PASCUZZI: Thank you, Your Honor. Paul Pascuzzi, 

Felderstein Fitzgerald Willoughby & Pascuzzi, co-counsel with 

the Attorney General's Office for the state agencies listed in 

our pleadings at docket 2631 and 2634. 

THE COURT: Right, got them. 

MR. PASCUZZI: Your Honor, we appreciate the carveout. Let me tie back in though why this is important. The 

provision in section 7.1, which is the scope of -- or the 

access and use of discovery material, it prohibits use by a 

receiving party of any of the discovery material for any 

purpose other than the Chapter 11 cases. 

So this order is going to apply to 50,000-plus 

creditors in this case. We're not talking about a discrete 

order, typical in a litigation or a bankruptcy case that 

applies to a committee and a debtor. So under this hugely 

broad order, parties are going to be getting information from 

the debtor during the case. And if they happened --

THE COURT: Excuse me, they're going to be getting it 

in response to their request for it.

MR. PASCUZZI: Correct.

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THE COURT: I mean, the debtor just isn't now putting 

out a Facebook page of all this information.

MR. PASCUZZI: Understood. Understood.

THE COURT: So if an individual creditor or person or 

entity asks the debtor for something, the debtor will either 

provide it or refuse to.

MR. PASCUZZI: Correct. Correct.

THE COURT: Okay. 

MR. PASCUZZI: You're following exactly.

THE COURT: Okay, so I'm not sure what -- go ahead 

with your point.

MR. PASCUZZI: So this creditor gets information in 

response to a request. And let's say it's information that the 

creditor says well, this could reveal a violation of a law or 

regulation, an environmental issue, something like that. And I 

believe I need to report it to a state agency or law 

enforcement. This order, under penalty of sanctions in section 

13.8 says any violation of this order is subject to sanctions 

from this Court. This order could chill and/or does prevent 

that creditor from disclosing information. I'm not talking 

about disclosing confidential information. We're not even 

talking about disclosing the discovery materials. I'm talking 

about picking up the phone and making a phone call to the 

appropriate regulatory authority.

THE COURT: Well but I think what you're telling me is 

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that you are not making the argument today for the agencies. 

You're making it for everybody else in the world.

MR. PASCUZZI: The agencies regulate the debtor, Your 

Honor.

THE COURT: No, I know that. 

MR. PASCUZZI: So we want --

THE COURT: I mean, I'm not making light of it. I'm 

just trying to figure out why you're complaining about 

something that's an agreement that you're not covered by. 

MR. PASCUZZI: Because --

THE COURT: And the answer is because other people are 

covered by it. 

MR. PASCUZZI: Because it would chill --

THE COURT: Yes.

MR. PASCUZZI: -- other people reporting to our 

clients issues that might show up in the discovery material.

THE COURT: But what if an individual learns something 

independent of this Court's protective order? That person's 

certainly free to blow the whistle, right?

MR. PASCUZZI: Yeah.

THE COURT: That's what whistleblower laws provide.

MR. PASCUZZI: The protective order does not prevent 

that, but the protective order does prevent any use of any 

discovery materials other than in the Chapter 11 case.

THE COURT: But isn't -- am I correct; though it 

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operates because someone has made the request per the order.

MR. PASCUZZI: Right.

THE COURT: And the debtor has responded per the 

order. 

MR. PASCUZZI: Right.

THE COURT: And so if an individual, not you 

representing the agency -- someone else, a citizen of the state 

makes a request, and PG&E says okay, we'll give it to you, but 

you can't use it for anything. That person can seek relief 

from the Court or what?

MR. PASCUZZI: That person could seek relief from the 

Court. But, Your Honor, that's not how investigations and 

regulatory --

THE COURT: No, I know that.

MR. PASCUZZI: -- violations work --

THE COURT: You don't have to go to the --

MR. PASCUZZI: -- where you go --

THE COURT: -- bankruptcy court to get permission to 

blow the whistle.

MR. PASCUZZI: Or you don't go tell the target of the 

investigation that you're going to go report something to a law 

enforcement agency.

Your Honor, under the circumstances of this case, 

where PG&E is on probation and is subject to numerous PUC 

proceedings, I mean, the regulatory authority and the whole 

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umbrella over this case makes this a serious issue.

THE COURT: Yeah, I know.

MR. PASCUZZI: In addition, the fact that the order 

covers everybody --

THE COURT: So --

MR. PASCUZZI: -- everybody --

THE COURT: -- so what would you do to -- is it 

paragraph 14?

MR. PASCUZZI: So we wanted to add one sentence.

THE COURT: To what paragraph?

MR. PASCUZZI: It could be a standalone paragraph, or 

it could be in a "provided however" in 7.1.

THE COURT: Okay, let me hear it -- what it says.

MR. PASCUZZI: It shall not be a violation of this 

protective order for any receiving party to notify, 

confidentially, law enforcement or regulatory personnel of a 

governmental unit of any potential violation of law revealed by 

the discovery materials.

I can hand the sheet up, if you want to look --

THE COURT: So the guy who gets the information from 

Mr. Slack can't put it on his Facebook page.

MR. PASCUZZI: No.

THE COURT: But he can call up the Attorney General's 

Office of the Department of whatever.

MR. PASCUZZI: Exactly. Exactly, Your Honor. We're 

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not talking about disclosing confidential materials. We're not 

talking about even disclosing the discovery materials itself. 

But if they learn something from the discovery materials, they 

should have the ability, without being subject to the risk of 

sanctions from this Court, to report it to law enforcement or 

regulatory personnel.

THE COURT: Okay. The two critical -- law enforcement 

or regulatory --

MR. PASCUZZI: Personnel of a governmental unit. And 

I can hand up a piece of paper --

THE COURT: No, that's okay.

MR. PASCUZZI: Okay. And I've given this to debtors' 

counsel. And the tort committee counsel is fine with it too, 

when we were dealing with them with their order.

THE COURT: Mr. Slack, why can't I -- how can I not --

I mean, how can this Court sort of tell somebody if you get 

some information from the debtor, you cannot tell it to a law 

enforcement person?

I mean, that doesn't play well on the front page of 

The New York Times either, right?

MR. SLACK: Well, I don't think --

THE COURT: Because you're going to --

MR. SLACK: -- that's -- I don't think that's the 

issue, Your Honor.

THE COURT: But the debtor's in control of the 

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information. If the person asks the information and you don't 

want to give it to them, you don't give it to them. But if you 

give it to them, and then he calls up law enforcement, it's 

hard for me to think that that's okay -- so I mean, that I 

should prohibit that. But make it -- I mean, Mr. Pascuzzi has 

zeroed it in, and he's -- I think he's doing it for the benefit 

of every other citizen of the country who might get 

information.

So and it seems to be narrow, how he wants it. So 

what am I missing?

MR. SLACK: So I think what you're missing, Your 

Honor, is that what it's essentially asking -- and if you look 

at the language where an individual who's getting information 

on -- that they've asked for from the debtor in the 

bankruptcy --

THE COURT: Um-hum.

MR. SLACK: -- is now going to individually assess 

whether there's a potential violation of law. And based on 

their view, they're now going to be able to disclose 

confidential and highly confidential information.

And what I would suggest, Your Honor, is that there's 

a reason that you don't see this provision anywhere -- and 

there's not a -- and they're not even trying to tell you 

there's any support for this provision. It's effectively, Your 

Honor, a legislative issue that Your Honor would be intruding 

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on.

In other words, there are rules about whistleblowers. 

And the legislature can say whistleblowers can get information 

and whistle-blow, and they're protected. Okay? But this is 

essentially a legislative act. And to say that this is somehow 

unique, the fact is is that every bankruptcy has protective 

orders.

THE COURT: Well, not every --

MR. SLACK: And every bankruptcy --

THE COURT: -- bankruptcy has a protective order, but 

this one has one. So, okay.

MR. SLACK: Okay, but the -- certainly I can tell Your 

Honor that there are numerous bankruptcies that have protective 

orders --

THE COURT: I know.

MR. SLACK: -- that relate to --

THE COURT: And I --

MR. SLACK: -- a lot of creditors. And they're --

THE COURT: -- and I've issued some of them.

MR. SLACK: And there are other regulate -- there are 

other companies that are heavily regulated. There's securities 

issues for companies. There's a lot of companies that have had 

other issues. And the fact is that there's not a single shred 

of support for this kind of provision being entered by a court 

and really invading the legislative space.

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THE COURT: I guess I'm having trouble understanding 

why you say that. So again, I do well with hypotheticals. So 

Mr. X -- not Mr. Pascuzzi -- Mr. X, who has standing to make a 

request, he's a creditor -- Mr. X contacts you under the rules 

and says I'd like to see the report that you got from CAL FIRE 

last month about something. And you make a decision to release 

it or not. And if you release it, you're telling me it's a 

legislative act that I can't tell Mr. X that he can't take that 

information to a law enforcement or regulatory entity. And I 

don't know why that is so horrible. But you're just saying 

well, it's a legislative act.

I don't know -- I don't understand why that's so, 

because it seems to me you control the disposition to begin 

with. So if this person says give me the such-and-such, and 

you think, gee, I don't want that getting out, you don't 

release it. And then he has to come to court, or you --

whatever the rules are -- then a court determines whether it 

should be released.

But --

MR. SLACK: No, I'm not following that, Your Honor --

THE COURT: Okay, well --

MR. SLACK: -- in the sense that if somebody comes to 

us and they want information in the bankruptcy, the debtor is 

not deciding do we want information to go to the government.

THE COURT: No, no.

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MR. SLACK: As I said --

THE COURT: You decide not to release it to the 

requester. 

MR. SLACK: Right. But my point is, there may be a 

completely legitimate reason to release it to the objector or 

whomever in the bankruptcy is looking for it. And the point 

is, it shouldn't be up to that person to then make a 

determination whether they think, based on this maybe limited 

information, there's a potential violation of law.

THE COURT: But who's it up -- who's it up to? Who 

makes the call? I don't know the answer. Who makes the call?

MR. SLACK: Well, so the way this works -- so in the 

absence of -- in the absence, Your Honor, of any provision 

here -- first off, the government is in no worse shape before 

or after a protective order is put in place. Again, these are 

very common. And the fact is, what we're saying is is if you 

get information in the bankruptcy, you should use it for the 

bankruptcy. And if there are issues that the government, the 

State agencies, want to have in regulation, there's mechanisms 

to get that information.

And if the legislature wants to say that in civil 

litigation, a person getting information -- because there are 

whistleblower statutes -- can use that regardless, that's a 

legislative province to say. But if you get information in a 

bankruptcy, Your Honor, then by doing that, it's very, very 

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common -- I think probably in all of your protective orders 

that this Court's done, I would gather, it says that you can 

use that information in the bankruptcy.

THE COURT: Well, I don't remember. You can do your 

homework. I'm focusing on this one. And I'm still having 

trouble with the basic proposition -- I'm sorry to be dense 

about this -- is that you control the outflow of information, 

but you don't want the recipient of that information to do this 

narrow thing.

It seems to me, the simple answer is if the 

information is -- passes your screening, such that you're 

willing to release it to somebody, then you ought to be willing 

to let it go find its way, not to Facebook or to the guys -- to 

a competitor, but to a law enforcement or regulatory person. 

They will decide to disregard it or to act on it. That's their 

job.

So I don't have -- you can quote every protective 

order I've ever signed or every bankruptcy judge has ever 

signed in the country. I still don't know what the problem --

how we -- why it's wrong to do what Mr. Pascuzzi is arguing and 

asking for.

MR. SLACK: So, Your Honor, I have --

THE COURT: So you've got to explain -- you've got to 

convince --

MR. SLACK: -- I think the idea is just simply that 

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you're giving the power to people who are getting this in the 

bankruptcy to make individual determinations on incomplete 

information that they think there's a potential violation of 

law, and that's --

THE COURT: Mr. Slack --

MR. SLACK: -- that's inappropriate.

THE COURT: -- somebody sitting in the back of the 

room could have this morning called the Attorney General of the 

United States to say the bankruptcy judge just allowed fifty 

million dollars to go out to the D&Os. That's an outrage. Put 

them all in jail.

And somebody in the Attorney General's Office will 

decide to disregard it or to act on it. What is different? 

What is different if someone gets information in the context of 

a bankruptcy proceeding and shares that with this narrow band 

of people who will either act on it, or more typically, if it's 

of no big deal, will ignore it? What is the harm?

I mean, I'm not -- you're not telling me where it 

hurts. You're only telling me that we've done it in other 

cases. But this is not the other case. So --

MR. SLACK: Well, I'm not talking about that, Your 

Honor.

THE COURT: Okay.

MR. SLACK: It just creates -- it creates mischief in 

the following -- in the following -- I'm going to -- I'm going 

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to explain it, Your Honor, right? Because what you have is 

you've now empowered people who are getting information, who 

may have an ax to grind with the debtor --

THE COURT: Well, then don't give them the 

information.

MR. SLACK: Well, but there's two --

THE COURT: If I --

MR. SLACK: -- separate issues, Your Honor.

THE COURT: -- if somebody who is a troublemaker, who 

is always throwing stones at PG&E and arguing about everything, 

don't volunteer the information. Make them come and convince 

me to order you to produce it. And then, if I order you to 

produce it, convince me that I should restrict the use of it.

But you're sort of saying okay, public, if you get 

information under this procedure, you can't use it even for 

what appears to be a lawful practice.

MR. SLACK: Well, so you're --

THE COURT: Not a spiteful one or a vindictive one.

MR. SLACK: -- you're creating a back door in the 

following respect, Your Honor. The State agencies have asked 

to be carved out of this. And it truly can't be that 

individuals can essentially get out of the confidentiality --

again, people who get information can get out of the 

confidentiality by saying well, I think there may be a 

potential violation, so I'm going to --

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THE COURT: I guess you're just not --

MR. SLACK: -- I'm going to send it to the --

THE COURT: -- you're not agreeing with what I'm 

saying. They don't get the confidential stuff if you don't 

give it to them. You're the one who gives it to them.

MR. SLACK: Right, but let's assume --

THE COURT: Look, I can't --

MR. SLACK: -- Your Honor, that --

THE COURT: -- I can't make an informed decision 

without some more help. So if this is an issue that needs to 

be resolved, I need to have a little bit of further briefing on 

this narrow issue from both sides. I mean, I just can't do 

this --

MR. SLACK: Okay, Your Honor.

THE COURT: -- on the fly, because every time I tell 

you what bothers me, you tell why it shouldn't bother me. And 

that's not good enough.

I'm not saying you're wrong. I'm saying I just 

can't -- I can't see the problem when you control the outflow 

and you say well, somebody's going to misuse it. Well, then 

don't produce it.

So let me do this. I will -- my tentative thinking is 

to go with Mr. Pascuzzi's language, but I will give you an 

opportunity -- you tell me when we end today a time, and I 

won't do anything until -- on that narrow issue until you have 

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a chance to brief it briefly. 

MR. SLACK: Okay, that's fine, Your Honor.

THE COURT: Okay? Fair enough?

MR. SLACK: So --

THE COURT: Or maybe you'll just -- maybe you and Mr. 

Pascuzzi can come up with something else in between. I don't 

say you're wrong. I just don't know one way or the other.

So let's go to -- so that's an open issue for the 

short term.

Anybody want to be heard from the ad hoc subrogation 

group about sharing the information? Who's speaking on that? 

Yes.

MR. MCCALLEN: Yes, Your Honor. Good morning. 

Benjamin McCallen from Willkie Farr & Gallagher, on behalf of 

the ad hoc subrogation group.

Your Honor, Mr. Slack was correct. We had filed an 

objection previously. And most of the issues in our objection, 

I think, have been resolved. But there is one open issue, and 

that's really the debtors have taken a position as to the fact 

that they think certain of the lawyers who represent my clients 

can see documents produced pursuant to the protective order and 

certain can't.

And let me describe where the lines are being drawn 

here. So my firm, Your Honor, represents the ad hoc group as a 

group. But that group consists of more than a hundred 

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individual entities, all of whom --

THE COURT: Right.

MR. MCCALLEN: -- hold subrogation claims.

THE COURT: And they're all insurers -- generally 

insurers, right, who paid the claims?

MR. MCCALLEN: Generally speaking, that's correct, 

Your Honor.

THE COURT: Yeah.

MR. MCCALLEN: And so each of those members of my 

group have -- I wouldn't say each, but I think the majority, at 

the very least, have individual counsel of their own that fall 

into a couple different categories. 

Some of them have retained separate bankruptcy 

counsel. And as Mr. Slack explained earlier today, and it's my 

understanding as well, the debtors say that's fine; those

bankruptcy lawyers can see the materials produced pursuant to 

the protective order as well. 

But my clients also have what I'm going to call today 

subrogation counsel, who are --

THE COURT: Just non-bankruptcy lawyers. The rest of 

them --

MR. MCCALLEN: Everybody else.

THE COURT: -- the unwashed.

MR. MCCALLEN: There's bankruptcy lawyers, and then 

everybody's --

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THE COURT: The people that don't count, right?

MR. MCCALLEN: By subrogation lawyers, what I mean are 

generally speaking lawyers who --

THE COURT: Yeah, no, I --

MR. MCCALLEN: -- have had experience litigating 

subrogation claims.

THE COURT: No, I understand. 

MR. MCCALLEN: And many of these -- just context, Your 

Honor, many of these lawyers -- and there's about twenty 

different law firms who represent many of the different members 

of my group, they were participating in the state court 

proceeding relating to the wildfire claims of --

THE COURT: Yeah, no, I understand --

MR. MCCALLEN: -- 2017 and 2018 --

THE COURT: -- I understand.

MR. MCCALLEN: -- before that was stayed.

THE COURT: There are large numbers of them out there. 

I'm aware of that.

MR. MCCALLEN: Of course. And so, Your Honor, what it 

really comes down to, the provision in the protective order 

that's been agreed to by the TCC, the UCC, and the debtors, has 

a definition of "outside counsel" as to who can see the 

materials. And what the definition says is outside counsel is 

defined as "attorneys who are not employees of a party but are 

retained to represent or advise a party regarding the Chapter 

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11 cases."

It's our position that the subrogation counsel are 

advising our clients within the context of these Chapter 11 

cases, for one simple reason, which is that we're only here for 

one reason, obviously. These cases are about our subrogation 

claims.

And so the material that's going to be produced in 

these cases is going to inform our clients in many different 

ways about the value of those claims. And it could come up in 

many different contexts, whether it be plan negotiations, 

whether it be litigation related to issues that in any way 

affect the value of those claims.

My clients should have the right to be able to say to 

their counsel who's experienced in litigating these claims and 

in valuing these claims, we've just got this document from the 

debtor. Take a look at this and let us know what you think 

about this issue. And I'll say, Your Honor, just as context, I 

speak with these lawyers all the time. They're very involved 

in advising the clients with respect to these Chapter 11 cases. 

Now, the debtors have said --

THE COURT: Excuse me. Where's the language that --

is it in 7.2?

MR. MCCALLEN: So the definition of outside counsel, 

Your Honor, is --

THE COURT: Or Mr. Slack, if you know where it is --

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MR. MCCALLEN: I believe it's at the front of the 

protective order where the defined terms are.

THE COURT: Okay. Oh, all right, yeah, it probably 

is.

Counsel without qualifier -- house counsel, outside 

counsel. 2.6, is that it?

MR. MCCALLEN: Yes, Your Honor.

THE COURT: Okay. All right. So what would you have 

that 2.6 say?

MR. MCCALLEN: Well, I think as it's written, Your 

Honor, and what -- and just as context here, the reason that 

this dispute came about is we called the debtors up, because 

when it comes to issues like protective orders, I want to make 

sure there's no ambiguity or disagreement. We basically called 

them up and said look, we have these lawyers who have not, 

technically speaking, put in a notice of appearance in these 

cases. They'll sign the acknowledgement and agree to be bound 

by the terms of the protective order. We just want to make 

sure that we're in agreement here that these lawyers can see 

documents produced pursuant to the protective order, under this 

definition.

And they said no. They said, in effect, Willkie Farr 

& Gallagher, you are the lawyers this is talking about. We'll 

make a carve-out for the other people who happen to be 

bankruptcy lawyers at other law firms, but if you're a 

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subrogation lawyer, it doesn't count.

THE COURT: Well, but the language says attorneys who 

advise the party regarding the Chapter 11 case. 

MR. MCCALLEN: Um-hum.

THE COURT: And that's pretty broad in and of itself.

MR. MCCALLEN: I agree, Your Honor. And that's why I 

think that these lawyers who are what I'm calling subrogation 

counsel, fit within that definition on the terms of the 

protective order as agreed to among the parties.

THE COURT: Well, but then, if I didn't do anything, 

then the first time Mr. Slack took issue with how you shared 

with somebody would be a test of that language, and we'd have 

to test it on a real case, not a hypothetical one.

I mean, I guess what I'm saying -- I thought maybe it 

was going to say people that are member of the American 

Bankruptcy Institute or something like that. I mean, 

bankruptcy lawyers like to think they're the only ones that 

know the specialty, but there are a lot of other people that 

know it too, and they wouldn't call themselves bankruptcy 

lawyers.

MR. MCCALLEN: Of course, Your Honor. And --

THE COURT: Yeah.

MR. MCCALLEN: -- look, you're absolutely right; 

that's a way we could have proceeded. But when it comes to 

court orders regarding discovery and documents and sharing it, 

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I don't like to take the position that I think makes sense and 

let the debtors say oh, you violated a protective order and 

then we come in and have a hearing about --

THE COURT: And I don't want you to.

MR. MCCALLEN: -- interpreting that.

THE COURT: Obviously from a judge's point of view, 

the one thing we want these orders to do is to work, not to be 

things to fight about.

MR. MCCALLEN: Of course, Your Honor.

THE COURT: But again, is there specific words that 

you would add to 2.6 to clarify it?

MR. MCCALLEN: I --

THE COURT: Or somewhere else?

MR. MCCALLEN: Well, Your Honor, I think that there's 

a couple different ways that you could deal with this. I guess 

one would be just to simply rule today that parties who sign --

counsel for the parties who sign the acknowledgement and agree 

to be bound to the terms of the protective order are outside 

counsel under 2.6.

Another way of dealing with the same -- with the same 

issue is the protective order has a provision where other 

lawyers can get documents by signing the acknowledgement that 

appears at the end. But the acknowledgement says that the 

debtors have to give consent or the producing party has to give 

consent for that party to get the information. So if the 

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consent language were stricken, again, a party could sign --

could sign the protective order.

And I guess the third way of dealing with it, Your 

Honor, because there's really a lot of ways to address this 

issue, is in the language of 2.6, we could put in something 

specific with respect to the ad hoc subrogation committee, that 

that includes parties retained to represent them in connection

with stayed litigation related to their subrogation claims.

THE COURT: Well, Mr. Slack, you need to tell me what 

you can live with. I mean, it doesn't sound unreasonable --

and I don't want to try and define the bankruptcy attorney. I 

mean, if there were no Chapter 11 case, we wouldn't have this 

meeting -- we wouldn't be here. So what language can you live 

with, given Mr. McCallen's request to have some inclusion here?

MR. SLACK: Your Honor, the language that's here --

and I think the intention is pretty clear -- if somebody 

appears in the bankruptcy case -- and we don't control that; 

they can have bankruptcy counsel, somebody who appears in the 

bankruptcy, and get the information.

So I think that the language the way it -- the way it 

reads and the way it's intended, covers that. And then anybody 

outside of that, Your Honor, should be able to still make 

requests of the debtor under 7.3.

THE COURT: But 2.6 doesn't say "retained". It says 

"advise a party regarding the case".

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MR. SLACK: With respect to -- right, with respect to 

the bankruptcy.

THE COURT: Well, it does -- no, it doesn't say that. 

It says "regarding the case". So --

MR. SLACK: Okay.

THE COURT: So --

MR. SLACK: So regarding the Chapter 11 cases. But 

the idea is still, Your Honor, if somebody is going to be 

retained to advise with respect to the Chapter 11 cases, this 

language, again, allows people to see it.

The question is let's say you have counsel that is 

separate litigation counsel. You would want that counsel to 

make a specific request to the debtor under 7.3. And that was 

the intention of that.

And, Your Honor, I mean, I think you can see that the 

intention -- because if you read the next sentence with respect 

to the official committees, where the official committees have 

agreed, the whole idea here is that outside counsel should be 

defined as those people appearing and giving advice with 

respect to the bankruptcy.

THE COURT: But isn't it, by definition, if you are 

representing a subrogation claimant, it is in respect to the 

bankruptcy? Because the reason why you have a subrogation 

creditor is because someone has paid the victim and therefore, 

essentially, to use the old term, steps in the shoes of the 

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victim. So that -- for purposes of the property damage.

So they've essentially -- I mean, why else would they 

be advising them except in connection with the case. That's 

why they're here.

MR. SLACK: Right.

THE COURT: They wouldn't be here, or they wouldn't 

even be coming to use our bankruptcy court protective regime, 

unless they have an interest in the outcome of the bankruptcy. 

So --

MR. SLACK: The question --

THE COURT: I mean, look, so for example, there is a 

motion to go forward with the Tubbs fire. What if that motion 

is granted? Then do lawyers like subrogation counsel have a 

right to get information under 2.6, if the Court grants relief 

from stay, so the litigation is going forward in state court?

I mean, I realize that that's for another day, and I'm 

not predisposing this. But I'm saying, what are the rules 

then?

MR. SLACK: Right. So the interim -- but I think you 

hit it on the nose, Your Honor, is that in specific situations, 

the debtor's going to get these requests and is going to 

respond to those requests knowing the type of information and 

what it is. And that's why 7.3 is in there.

So I think you -- I think, Your Honor, you actually 

hit it on the nose, is that in specific circumstances, there 

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can be requests of the debtor. And the question is whether 

there should be a blanket you-can-see-everything versus making 

the requests on a case-by-case basis under 7.3.

THE COURT: Okay. So what -- again, you've told me 

that 7.3 was modified with (k). Where would I --

MR. SLACK: That's --

THE COURT: -- go for 7.3 to pick up --

MR. SLACK: Right. So it's 7.3(k), Your Honor.

THE COURT: Yeah, no, I'm there. Okay. 

So let's say, Mr. McCallen -- am I pronouncing your 

name correctly, [Mc-alin]?

MR. MCCALLEN: Yes. Yes, Your Honor.

THE COURT: All right. So if his co-counsel who is 

not his -- has never appeared in the bankruptcy court but is 

advising his -- their common client about --

MR. SLACK: Right.

THE COURT: -- what does this all mean, how would that 

person -- how would that person request information through 

you?

MR. SLACK: Right. So the person would request 

information and therefore become a receiving party. And the 

request would go in to the debtor, Your Honor, that would say 

you know what, with this -- with this issue -- I don't want to 

say what issue -- but with this issue, it's really necessary 

that we talk to our subrogation counsel.

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THE COURT: Um-hum. Right.

MR. SLACK: And the debtors would then have a 

period -- a very short period to be able to say yes or no. And 

then that issue could come to the Court when it's ripe, when we 

know what information they want to see and be able to assess 

it.

MR. MCCALLEN: Your Honor, can I address that for a 

second?

THE COURT: Yeah, I'm trying to figure out --

MR. MCCALLEN: So I --

THE COURT: -- how to make it work.

MR. MCCALLEN: -- Mr. Slack makes, in the abstract, 

some interesting arguments about how this could play out. But 

as a practical matter, where's what we're talking about here.

My clients -- this isn't a situation where we're 

talking about we've got FERC lawyers who might come in for some 

special issue on something and come into the case and out. And 

I can understand why they wouldn't get everything. We have 

subrogation claims. These are the lawyers who best understand 

those claims.

THE COURT: And they are --

MR. MCCALLEN: That's what this case is about.

THE COURT: -- the people who have advised your client 

that you have to pay the losses of victim X, and therefore you 

are in X's shoes for -- vis-a-vs PG&E.

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MR. MCCALLEN: Absolutely, Your Honor. And as a 

practical matter, what we're talking about here is I've got 

over a hundred clients, dozens of their counsel who work handin-glove with them. So this -- what Mr. Slack is proposing and 

what the debtors are proposing is when we get a document 

production from the debtors, and I find something in there that 

I say I want to -- that I want to send to the subrogation 

lawyers, I've got to go back to him and I've got to say either 

this production or this list of documents, I want to show to 

these lawyers. And then I have to have a conversation with him 

about why that is and explain what it is I'm trying to do, and 

then maybe he says yes to ten of the documents and no to five. 

And I need to keep to track of that.

THE COURT: Mr. McCallen, does this get solved if I 

let you interlineate 2.6 to include subrogation counsel working 

with bankruptcy counsel, or something of that nature?

MR. MCCALLEN: From my perspective --

THE COURT: Language like that?

MR. MCCALLEN: -- from my perspective, yes, Your 

Honor.

THE COURT: I mean, just that kind of phrase.

So if Mr. Slack is asked to produce something and you 

send it over to FERC's general counsel, you've violated the 

rule. But if you send it over to Attorney Smith, who you've 

been working with since the fire, to advise your co -- the two 

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of you, your common client about the subrogation claims and the 

assertion of claims in the PG&E case --

MR. MCCALLEN: Um-hum.

THE COURT: -- that --

MR. MCCALLEN: Yeah, of course, Your Honor.

THE COURT: -- goes with the territory.

MR. MCCALLEN: And we're not trying to hide these 

people. And we sent a list to the debtors as to who we're 

talking about.

THE COURT: So, Mr. Slack, can't we interlineate in 

2.6 "subrogation client". Is that a slippery slope here or 

not? What's wrong with it?

MR. SLACK: Yeah, I think, Your Honor, that we -- that 

it's not appropriate to make a blanket -- and especially not in 

the protective order, and say that subrogation counsel somehow 

get exalted status. The whole point here, Your Honor, is that 

these are folks that want to sue the debtors. And there should 

be --

THE COURT: That's why we have an automatic --

MR. SLACK: -- there --

THE COURT: -- stay. That's why we have --

MR. SLACK: There --

THE COURT: -- a claims process. That's why --

MR. SLACK: That's exactly right, Your Honor. And so 

that there needs to be a process by which if these folks who 

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are -- have adverse interests, if they want to see the debtors' 

information, the debtors should have the ability to know who's 

getting what and what they're receiving and make sure that it's 

appropriate for --

THE COURT: But this is --

MR. SLACK: -- somebody who wants to sue the debtor to 

see.

THE COURT: -- but this is the same thing -- the same 

conversation I had with you on the whistleblower. You're in 

control of what you release. And this notion that a hundred 

different co-counsel have to work with Mr. McCallen to answer 

your questions, it distorts it.

You should control what you release, and if you say 

yes, you can share this with your co-subro counsel, and even if 

you've got a list of them, then you've solved the problem. 

That, to me, is the solution.

MR. TSEKERIDES: Your Honor, can I add some --

THE COURT: Sure.

MR. TSEKERIDES: -- since I've dealt with Mr. McCallen 

on other matters before, on these issues?

In this particular case, I think from the debtors' 

perspective, you're right, we can control it. But then what 

you could be setting up is us giving nothing to anybody, 

because we control if we say it's confidential. So I may give 

you -- you asked for a request, and it's perfectly legitimate, 

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and I give it to you, but it's confidential.

I look at you and say, okay, it's a legitimate 

request. I've given you confidential information. But now if 

we give what Mr. McCallen wants, he can give that to all these 

subro attorneys who are suing the company. This is not a --

THE COURT: But they're not --

MR. TSEKERIDES: -- back door --

THE COURT: -- suing the company. The --

MR. TSEKERIDES: No, but that's what they -- but 

that's what they would use it for. Then why do they need it? 

THE COURT: Then --

MR. TSEKERIDES: They shouldn't get -- this is not a 

back door for discovery for them in these other cases. That's 

our concern.

THE COURT: I don't follow you.

MR. TSEKERIDES: Okay.

THE COURT: The information might be, for example, 

suppose the company files a plan, suppose that plan has a 

disposition of claims, a channeling or an estimation process, 

and the bankruptcy lawyer, like Mr. McCallen, his position has 

to share it with the attorney who knows about the insurance and 

the subrogation issues. They're supposed to communicate about 

it.

MR. TSEKERIDES: And --

THE COURT: They analyze it. You don't give it to 

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them in the first place if you don't want to -- you don't think 

it's --

MR. TSEKERIDES: Well, but we can't -- we can't not 

give it to him in the first place.

THE COURT: That's right. And if you -- and if you 

keep showing up here with frivolous claims of confidentiality, 

I will invite you to bring your toothbrush --

MR. TSEKERIDES: Right, so --

THE COURT: -- and I will overrule your objection.

MR. TSEKERIDES: But exactly my point. So to Mr. 

McCallen, if he comes with -- for his clients, generally, he 

would get the documents. What we're saying is he shouldn't be 

able to give it to a subro plaintiff's lawyer who's going to be 

suing the debtors.

THE COURT: But --

MR. TSEKERIDES: And yet -- so then --

THE COURT: -- but you --

MR. TSEKERIDES: -- use --

THE COURT: -- you keep saying "will be suing the 

debtor" as though you forgot we have an automatic stay.

MR. TSEKERIDES: I'm not forgetting. But, Your 

Honor --

THE COURT: And if his co-counsel files a suit, you 

can drag them in here with a contempt motion.

MR. TSEKERIDES: But, Your Honor, but his co-counsel, 

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one of the people who he wants to have argue on the lift stay 

and then go forward on the motion that they filed, that they 

joined in, that lawyer, today, is stayed. He should not be 

getting or she should not be getting discovery from the debtor 

today on some claim that is stayed.

To your point to Mr. Slack earlier, the question you 

asked him: you have a motion to lift stay, including from Mr. 

McCallen's clients, where they want to participate in any kind 

of lift stay in state court.

THE COURT: Yes. 

MR. TSEKERIDES: Okay. And there'll be a process, I'm 

sure, in state court, for discovery.

They should not be able to use discovery here in the 

broader Chapter 11 cases ahead of time to prepare for that.

THE COURT: Well, I haven't -- I didn't want to turn 

this into the lift-stay motion.

MR. TSEKERIDES: I know.

THE COURT: And if there is a lift-stay motion, I 

guess it will have to -- we'll have to figure out what is the 

impact of the protective order. But for the moment, there is 

very limited relief from stay that's been granted to other 

parties, as you know. And maybe there will be more; I don't 

know. But for today, we have to figure out a feasible way to 

make the protective order work. 

And again, I keep repeating myself that if you believe 

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that information shouldn't be out there because of the nature 

of the specifics, you resist it and trigger the 7.3 procedure 

for meet-and-confer and bring it to the Court. And you 

can't -- Mr. Tsekerides, you can't just say we can't have this 

broad discovery the way they want it because they're going to 

be suing the debtor.

MR. TSEKERIDES: But --

THE COURT: They are not suing the debtor. And if --

MR. TSEKERIDES: But, Your Honor, I would suggest, 

respectfully, if we have a procedure that says right now, if 

there's a need for a subro attorney to advise, there can't be 

all of them they need to advise. They could bring it to us 

now.

If what you're saying, what they want, right now, is 

Mr. McCallen to get information from us, he sends us a request 

from his ad hoc committee, perfectly legitimate, I can't say no 

to Mr. McCallen on that, but what you're saying is well, if 

he's going to give it to a subro attorney now, I should say no 

and then come here and have a discussion with you.

THE COURT: No, no, you shouldn't.

MR. TSEKERIDES: I should --

THE COURT: You should say yes, and --

MR. TSEKERIDES: Exactly. So but if --

THE COURT: But --

MR. TSEKERIDES: -- I say yes, how am I going to stop 

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him from giving it to the subro person?

THE COURT: But what is the harm of giving it to the 

subro person? What are you -- what am I missing here? If you 

can give it your opponent who happens to be more bankruptcy 

knowledgeable, why are you at risk -- why is the company being 

prejudiced by his sharing it with someone that has a different 

specialty?

MR. TSEKERIDES: Well, because the person with the 

different specialty wants to use it for a lawsuit or a claim 

against --

THE COURT: But that doesn't --

MR. TSEKERIDES: -- the debtor.

THE COURT: -- mean he can. It doesn't mean he can 

use it for another purpose. It's not an invitation. You're 

not waiving the stay. His co-counsel can't run down to state 

court and file suit against the debtor, or he'll be dragged in 

here for contempt.

MR. TSEKERIDES: I appreciate that. But co-counsel 

right now could not get that discovery from me. So they're 

going to be using this --

THE COURT: Well, you know, that --

MR. TSEKERIDES: -- process --

THE COURT: -- that isn't even clear. 

MR. TSEKERIDES: Well, it's --

THE COURT: Because that co-counsel might make a 2004 

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exam request.

MR. TSEKERIDES: They might.

THE COURT: And guess what would happen? It might be 

granted.

MR. TSEKERIDES: It might be. But at least, Your 

Honor, under that circumstance, I'd have an opportunity to 

argue against it. Here --

THE COURT: But you have an opportunity here to 

refuse.

MR. TSEKERIDES: Well, but no. You just told me --

THE COURT: Okay, look --

MR. TSEKERIDES: -- I can't tell Mr. McCallen no.

THE COURT: -- okay. I'm going to -- I can't -- like 

everything else, I'm not going to turn this into further 

briefing, but I have to make a decision, and I'm going to let 

there be some interlineation in the definition to expand the 

universe of attorneys that Mr. McCallen and his colleagues who 

are similarly situated can share with people who have a common 

client in a common interest.

Obviously I'll leave it to you, from the debtors' 

side, to draft it in a way that they're not sharing stuff to 

people that don't get some of the information. I don't know 

any other way to do it. I mean, I obviously want to make it 

work. I understand your point. I simply can't resolve it any 

other way. So that's what I'll do.

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MR. MCCALLEN: Thank you, Your Honor.

THE COURT: So you'll -- Mr. McCallen --

MR. MCCALLEN: And for the record -- for the record, 

I think when Mr. Tsekerides said he used to work with me in 

other cases, he meant it as a compliment, but it didn't sound 

like it. So I just want to --

MR. TSEKERIDES: It was a compliment.

THE COURT: All right, let's go to the issue for 

the --

MR. MCCALLEN: Your Honor, I'm sorry. Could I just 

say one more thing --

THE COURT: Yeah.

MR. MCCALLEN: -- on a related point? But this isn't 

something -- this isn't something we mentioned in our 

objection. I just want to, briefly, Your Honor, alert you to 

this. Because I think it could be an issue down the road, 

although we're not raising it right now.

The definition of "professional-eyes-only material", 

in the confidentiality order, Your Honor, it requires that 

there be a risk of -- that the debtors make a good-faith 

assessment that there's a risk of material harm to the debtors 

in disclosing the information. But then it also goes on to 

define categories of information that can be designated PEO. 

The categories given are, on their face, pretty broad. 

They include insurance-policy information, materials prepared 

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by industry advisors, financial advisors, accounting advisors. 

That's all broad language, Your Honor. Obviously we will -- we 

didn't object because we thought this is not something to raise 

in the abstract, this is best done in the context of specific 

documents, but did want to alert Your Honor to this --

THE COURT: Okay.

MR. MCCALLEN: -- and to the extent we have --

THE COURT: I'll try to keep track --

MR. MCCALLEN: -- issues --

THE COURT: -- of it.

MR. MCCALLEN: -- we'll be back on that. Thank you, 

Your Honor. 

THE COURT: All right, we have on the phone -- are you 

the --

MR. STERN: Excuse me, Your Honor.

THE COURT: Yes, on the phone?

MR. STERN: Excuse me. This is -- I'm sorry, it's 

David Stern on behalf of NextEra and also speaking on behalf of 

the other parties.

THE COURT: Yes, sir.

MR. STERN: I just wanted to be certain, because we 

had so much that went on subsequently, that the modifications 

that Mr. Slack articulated at the beginning with respect to 

7.3, that applies also to 7.2 -- that was the three-day/fiveday business -- that that is, indeed, doing to be part of the 

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final order and that that didn't get lost in the shuffle.

THE COURT: Oh, I thought that was part of the deal, 

right?

MR. SLACK: Yeah, so --

THE COURT: Yeah.

MR. SLACK: -- Your Honor, the way it works -- and I 

apologize, because I did intend to make that clear -- is that 

7.2(f) talks about any other person specified in paragraph 7.3, 

so that the -- anybody who would make an application under 

7.3(k), it would also apply to 7.2.

THE COURT: Does that satisfy you, Mr. Stern?

MR. STERN: Great. I appreciate it. Thank you very 

much.

THE COURT: Okay. Mr. de Ghetaldi, are you the -- are 

you the spokesperson for the fire victims?

MR. DE GHETALDI: I am, Your Honor.

THE COURT: Okay. I remember your name again. 

All right, so you heard the open issue that Mr. Slack 

touched on.

MR. DE GHETALDI: I did.

THE COURT: You want to see what the TCC gets; is that 

it?

MR. DE GHETALDI: Essentially, yes, Your Honor. Just 

a little history, I think, would be helpful. As I've said 

before, our firm started litigating against PG&E in 2010 with 

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the San Bruno --

THE COURT: Right.

MR. DE GHETALDI: -- fires, and has continued on 

through the Fresno, Sheriff's Gun Range fire and explosion, the 

Butte fire, the North Bay fires, and the Camp fire. And 

throughout that long history, we've worked hand-in-hand with 

the subrogation attorneys.

We have common-interest agreements with them on that. 

There are four firms currently who represent members of the TCC 

who were, along with our firm, in leadership positions in all 

of those complex litigations.

We've received literally hundreds of thousands, if not 

into the millions, of documents from PG&E, some of which were 

marked confidential, some of which were not. And there's never 

been an issue of our having misused any of those documents 

during that nine-year period.

Now, we currently represent -- our firm, the Danko 

firm, and the Gibbs firm, currently represents approximately 

3,000 victims of the Butte fire, the North Bay fires, Camp 

fire, the Sheriff's Gun Range explosion, and fire in Fresno. 

We also represent a number of whistleblowers, Your Honor.

And this protective order, I have to say, is -- maybe 

it's a bankruptcy thing. I don't know. I'm a nonbankruptcy 

litigator. And the way that production works in the cases that 

I'm familiar with is that somebody makes a request and all of 

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the parties get the documents. And if there's a problem, then 

the producing party makes a motion to the court and has the 

burden of showing why a certain document should not be produced 

all or should not be produced to a certain party.

And here, in this protective order, that process is 

turned completely upside down. It would be on the other 

attorneys, who have not requested a document, to make the case 

for why they should. It puts the burden, to me, on the wrong 

party, especially if where we've said that we would agree to 

sign this agreement to be bound, that is, we would not misuse 

any document that we receive.

And so the Court was asking counsel for the 

subrogation lawyers about the provision that defines outside 

counsel and how to meld that in to the protective order. And 

my suggestion would be to modify 7.3 to add a subdivision that 

specifically says that outside counsel can receive documents if 

they agree to be bound by the agreement that's attached to the 

protective order.

I think it's a simple fix. And right now, the way 

that it's worded, even though outside counsel is defined, the 

outside counsel who can receive documents under 7.3 is 

extremely limited.

So I would -- that would be my suggestion on that, 

Your Honor. 

Also, we -- our firms do have two clients among the 

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eight who are seeking relief from the stay on the preference 

motion. And it seems to me that we have a need to see 

documents that we reasonably believe the TCC has asked for or 

will be asking for, because our interests are substantially the 

same as the representatives on the TCC. They --

THE COURT: Well, therefore what? I'm not sure I 

understand your point. Therefore what?

MR. DE GHETALDI: Therefore, why is it that we cannot 

see the documents?

THE COURT: Oh, no, you --

MR. DE GHETALDI: Again, it goes to the burden.

THE COURT: No, you made that point a minute ago.

MR. DE GHETALDI: Okay.

THE COURT: But then you went to the eight -- the two 

of the eight people who are on the motion for relief from stay.

MR. DE GHETALDI: Oh, right.

THE COURT: This is not the motion for relief stay.

MR. DE GHETALDI: Right.

THE COURT: So why are you bringing that motion for 

relief from stay up now? What do you want me to do with that?

MR. DE GHETALDI: Well, because of the -- on the off 

chance that the Court grants the motion --

THE COURT: Well, okay. I won't grant it or deny it 

until I hear it.

MR. DE GHETALDI: I understand. I understand. But --

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THE COURT: They haven't even made an opposition yet.

MR. DE GHETALDI: I'm sorry. I had not finished that 

thought. Under section 8, which is on pages 13 and 14, I 

think --

THE COURT: Section 8 of the protective order?

MR. DE GHETALDI: Yeah.

THE COURT: Okay.

MR. DE GHETALDI: It actually -- it's interesting, 

because this section actually places the burden of protecting 

documents on the debtors or on the producing parties if the 

case is remanded to state court for that trial.

And so it seems to me that that disparity actually 

shows that there is no need for the tight strictures on 

production to anyone other than the requesting party.

THE COURT: I'm still -- I'm not following you. 

Because if I were to grant the motion for relief from stay when 

it comes up, maybe we have to revisit some aspects of the 

protective order. But if I deny the motion for relief from 

stay, we're dealing with the protective order.

MR. DE GHETALDI: Understood, Your Honor.

THE COURT: So I can't -- I'm having enough trouble 

deciding today what's abstract, and so I've got to wait and see 

what responses there are to the motion for relief from stay. 

The fact that -- Mr. de Ghetaldi, that you have two of the 

eight victims is a fact, and in a sense, perhaps you're going 

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to join that motion. I don't know.

MR. DE GHETALDI: I already did, Your Honor.

THE COURT: The motion has been made by people who 

don't -- who normally don't make a motion. Committees don't 

usually make motions for relief from stay.

MR. DE GHETALDI: I --

THE COURT: People who are stayed make motions for 

relief from stay.

MR. DE GHETALDI: I agree --

THE COURT: But I'm not worrying about that today. 

Let's talk about today. So --

MR. DE GHETALDI: Your Honor, I agree with the Court's 

comment --

THE COURT: Okay.

MR. DE GHETALDI: -- about a potential standing issue, 

but we did join that motion.

THE COURT: Okay. Okay, but again, I --

MR. DE GHETALDI: And so we're on the record as --

THE COURT: -- only read these things when I have to.

MR. DE GHETALDI: Understood.

THE COURT: I was reading the D&O motion last night, 

not the relief from stay that's two weeks down the road.

MR. DE GHETALDI: I understand that.

THE COURT: Okay.

MR. DE GHETALDI: But my point here was simply, Your 

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Honor, that this protective order is inconsistent in terms of 

the party on which the burden is placed. The protective order, 

as it is written, places the burden on the requesting party or 

people who would like to see documents that the requesting 

party has asked for, whereas this section 8 places the burden 

on the debtors, on the defendant, on PG&E.

And so my point was simply that the way that the 

protective order, as written, treats the burden of justifying 

production, nonproduction, receipt, or nonreceipt, is 

inconsistent. And I think that the better practice is to 

require the debtor to show cause why documents should not be 

produced to certain parties rather than putting that burden on 

the parties themselves.

So it's also my understanding, Your Honor, in 

conversations with counsel for the TCC, that the TCC supports 

our request to be allowed to see documents that they have 

requested from the debtor. And so I know that counsel for the 

TCC is on the phone and he has told me that. And other counsel 

for the TCC have told me that. And so I --

THE COURT: Okay. Let me see what Mr. Slack wants to 

respond. We've got two questions, I guess. One is to modify 

7.3 -- well, maybe that -- I mean, that's essentially it. So 

do you -- I take it you oppose that?

MR. SLACK: Yeah, Your Honor, we think that turns the 

entire document production process on its head, because what 

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you need and what is important in this is a process by which 

anybody who wants documents makes a request to the debtor, so 

that the debtor has the ability to say yes or no, because 

that's the point I think Your Honor was making before.

If we agree to produce documents to a particular 

person, and then we're making that decision. And so all --

THE COURT: Right.

MR. SLACK: -- all we're saying, Your Honor, is if 

those folks who are the individual fire victims, if they want 

documents from the debtor, they should make a request and the 

debtor, on a case-by-case basis, should look at the documents 

they want.

And I think the other point, Your Honor -- and I 

really don't think there's much dispute about it -- is that 

there's a number of documents -- because the TCC is an official 

committee and they have a broad role -- so they're getting 

documents with respect to the -- again, the compensation 

motions, and --

THE COURT: Yeah, lots of things. Lots of things.

MR. SLACK: -- so it can't be that every document that 

we produce to the TCC automatically gets produced to a zillion 

parties across the spectrum. That makes no sense. 

So there should be specific requests of the debtor, 

and we would say, Your Honor, there should be no change, and 

there needs to be no change to the protective order, which is 

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very, very common, and the terms here are very typical.

THE COURT: So Mr. de Ghetaldi would simply modify 7.3 

to include -- well, I think the way he said it would be in --

he would include -- well, I guess it's the definition of -- one 

of the definitional sections. I'm a little confused, because I 

just haven't memorized the sections. So I'm not sure which 

one. It's the --

MR. DE GHETALDI: 2.6, I believe.

THE COURT: It's at 2.6. It's the same as the outside 

counsel, we just did with subro folks, right? And it would 

extend to him as well, not subrogation. Isn't that what --

MR. SLACK: But, Your Honor, there's a difference 

here, and I think it's an important difference. And that 

difference is, Your Honor, that what happens in each of the 

other situations is -- what the subrogation counsel were saying 

is if they make a request, the subrogation counsel makes a 

request --

THE COURT: Yeah.

MR. SLACK: -- they want to give it to their --

THE COURT: Yeah, no. And I -- and that's --

MR. SLACK: -- outside counsel. The difference is, 

and what we're saying is, let's put the -- let's put everybody 

in that same boat, then. Let's have the individual fire 

counsel make a request and then have the debtor be able to 

respond to that.

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THE COURT: Yeah, I --

MR. SLACK: And so --

THE COURT: No, I understand your point. I understand 

your point.

Look, my problem is I'm trying to keep up with these 

definitions of something that I've just been handed, again, and 

I can't keep up with you. But I understand your point. You do 

not want Mr. de Ghetaldi to be treated separately the way he 

requests. And I think that's -- I'm going to stick with that. 

Mr. de Ghetaldi, I think I have to go with Mr. Slack's 

view on that, and put you in the position of making the 

request. And again, I have a history, I think, of being pretty 

open about making people cooperate on discovery requests. So 

request it, and if they don't have a good reason to turn you 

down, they better comply or we'll deal with it here.

And I do think that the situation with the subrogation 

claims are different. And the point about what happens if 

relief from stay is granted is something we'll just have to 

deal with that later. And if so, there's -- excuse me -- if 

there's an inconsistency in the document there's nothing I can 

do about it. I'm not going to try to fix it. It's been 

hammered out with too many players. So I'm not going to turn 

your group into sort of a co-TCC.

But make the request. You won't get -- you shouldn't 

get opposition from stuff that would be reasonably requested 

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for you, for your clients' position. That's all I can tell 

you.

MR. DE GHETALDI: Okay, Your Honor. I would --

THE COURT: Okay?

MR. DE GHETALDI: -- I would just suggest that if 

there are certain categories of documents that the debtor is 

leery of producing to our firms, then I'm happy to talk about 

that. But it seems to me that the vast universe of documents 

that exist in the debtors' possession, should not be a problem. 

So that, I would propose as an alternative.

We did have a conversation last week, but we never got 

to that issue.

THE COURT: I invite the continued conversations. The 

problem that I'm having is it's difficult to make these 

decisions on the fly with different interests in such a moving 

target. So I gave -- over Mr. Slack's objection, I gave one 

concession to the subrogation group. And I've stayed open on 

this question of the government -- the thing that Mr. Pascuzzi 

argued about. But generally, I'm sticking with the debtors' 

view on this.

And the message to them is make sure you cooperate so 

we don't waste time with unnecessary motions to compel or 

informal motions to compel under the procedures here. 

I can't -- we'll leave it at that.

MR. DE GHETALDI: Thank you, Your Honor.

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THE COURT: Okay, thank you for your time.

Do we have anything else to take care of today?

Mr. Slack, how much time do you want to anticipate 

before you'll give me whatever authority you have to deal with 

Mr. Pascuzzi, unless you guys can reach an agreement on your 

own?

Do you want to -- I mean, it seems to me if I -- you 

need to give me a time that you want to try to do it.

MR. SLACK: So we're happy to put in something in a 

week, Your Honor. Does that work for you?

THE COURT: Yes, sure. Sure.

Mr. Pascuzzi?

MR. PASCUZZI: Yes.

THE COURT: A week to respond after that?

MR. PASCUZZI: Yes, Your Honor.

THE COURT: Okay. Just and I don't want reply. Just 

short and sweet. Don't give me the -- reinvent the wheel. 

Just give me this narrow issue on why this whistleblower thing 

is inappropriate from the debtors' point of view, and what are 

we talking about. Okay?

MR. PASCUZZI: Yes, Your Honor.

MR. SLACK: Your Honor, I'm not sure when that would 

put -- do you want a continued hearing, or just submit the 

briefs and then you'll decide? Which his fine.

THE COURT: I'll decide.

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MR. SLACK: Okay. Then yeah. Then give us a week 

after, if that's okay?

THE COURT: That's fine.

MR. SLACK: All right. 

THE COURT: Okay, so today is the 8th. So --

UNIDENTIFIED SPEAKER: The 9th.

THE COURT: 9th? Today is the 9th. Right, 9th. 

Seven -- 16th, and 23rd.

MR. SLACK: So, Your Honor, would it be -- because 

this is an objection, it seems to me here that both parties can 

be putting these in at the same time with their position. If 

not, it would seem to me appropriate that the debtors -- even 

if it's just a couple of days, get a reply.

THE COURT: Yeah, but I can only do so much. I've got 

these other motions coming up on the very next day.

MR. SLACK: Right.

THE COURT: I've got -- my other question, though, is, 

should we -- and maybe we covered this -- can we go with the 

order as is, or do you need -- we need to hold up this last 

provision until I get this thing briefed from you? What do you 

think, Mr. Slack?

MR. SLACK: I mean, it seems to me that we could put 

in place an order. We do have to -- we do have to craft the 

language around the subrogation --

THE COURT: Right, right.

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MR. SLACK: -- issue, Your Honor. We'll work with 

them on that. But then I think Your Honor could put in place 

an order.

THE COURT: Okay. Let's do that. So --

MR. SLACK: And then we can decide if this other issue 

is going to go in, Your Honor would be able to make that at 

some future time.

THE COURT: Yeah. Mr. Pascuzzi, I'd rather close this 

matter. I'll get the brief from -- brief brief from Mr. Slack 

in a week, and a response from you. Chances are, since it's 

the very next day when we have some fairly heavy-duty motions 

to deal with, I'll do my best to respond. But I'm not -- I'll 

just -- I'll consider it submitted on that narrow issue. In 

the meantime, we'll get the order.

MR. PASCUZZI: And then if -- and then the Court can 

issue an amended order if necessary. Okay.

THE COURT: Something -- okay.

MR. PASCUZZI: Thank you, Your Honor.

THE COURT: Thank you all for your time. It was a 

long morning.

IN UNISON: Thank you, Your Honor.

(Whereupon these proceedings were concluded at 11:45 AM)

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I N D E X

RULINGS: PAGE LINE

Debtors' motion for order authorizing 54 6

debtors to purchase D&O insurance, granted.

Debtors' application to employ the Coblentz 61 10

firm as special counsel to the debtors, 

granted.

Protective order is approved as amended on 127 13

the record, aside from the issue of 

governmental agencies, which is to be 

briefed and submitted.

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C E R T I F I C A T I O N

I, Clara Rubin, certify that the foregoing transcript is a true 

and accurate record of the proceedings.

________________________________________ 

/s/ CLARA RUBIN

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: July 10, 2019

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Case No. 19-30088; Chapter 11 July 9, 2019

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 97:22;98:10,13,18;

 99:15;101:1;102:7,18;

 105:14,17,22;106:4;

 107:24;110:4,13,13;

 111:18;112:23;116:16,

 21;123:20;124:1;

 125:5;126:10,14,18;

 127:5,15

cancel (2)

 30:13;33:23

capacity (1)

 21:15

captive (2)

 33:10;44:24

captives (2)

 31:8,9

car (1)

 30:21

care (2)

 55:14;125:2

carefully (2)

 9:6;56:19

Carolina (2)

 42:11,16

carpet (2)

 20:16;36:25

carrier (1)

 23:23

carriers (1)

 42:2

carve (2)

 66:23;74:5

carve- (1)

 77:11

carved (5)

 67:9;74:7,8,21;89:21

carve-out (6)

 74:8,16;75:8,9,18;

 95:24

case (34)

 7:14,15;11:16;15:25;

 16:3;25:6;26:17;28:1,

 6;29:15;35:7;38:17;

 40:2;45:1;77:18,19,22;

 79:24;80:23;81:1;

 88:20;96:3,13;98:12,

 17,25;99:4;100:3;

 102:17,22;104:2;

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Case No. 19-30088; Chapter 11 July 9, 2019

 105:21;116:7;118:11

case-by-case (3)

 73:13;101:3;121:11

cases (16)

 11:19;54:19;77:16;

 88:20;94:1,4,5,8,19;

 95:17;99:7,9;106:13;

 108:14;112:5;115:24

casualty (1)

 45:6

catastrophic (2)

 51:15,19

catch-all (1)

 68:2

categories (4)

 92:12;112:23,24;

 124:6

cause (1)

 120:11

causing (1)

 14:7

Caymus (7)

 57:24;58:3;59:1,3,8,

 9,12

CCAs (1)

 66:24

cell (1)

 44:24

CEO (1)

 71:7

certain (11)

 14:17;28:21;29:2;

 30:12;91:20,22;

 113:21;116:3,4;

 120:12;124:6

certainly (8)

 9:13;11:13;12:20;

 18:3;19:15;69:15;

 79:19;84:12

certainty (4)

 21:16;23:18;24:16;

 32:16

cetera (3)

 21:14,15;45:7

chair (1)

 7:10

chance (2)

 91:1;117:22

Chances (1)

 127:10

change (6)

 49:5;66:18;76:2,4;

 121:24,25

changes (1)

 64:18

channeling (1)

 106:19

Chapter (10)

 77:16;79:24;93:25;

 94:3,19;96:3;98:12;

 99:7,9;108:14

chart (1)

 36:10

check (2)

 16:20;54:20

checks'll (1)

 38:5

chill (2)

 78:19;79:13

circumstance (2)

 72:3;111:6

circumstances (2)

 80:23;100:25

cite (1)

 15:25

citizen (2)

 80:7;83:7

City (7)

 57:7,11,12,22;59:8,

 17,19

civil (2)

 75:18;86:21

claim (16)

 10:15;14:19,24;19:1;

 20:13;26:25;27:8;

 30:22;31:25;33:21;

 34:25;44:18;46:1;

 69:17;108:5;110:9

claimant (3)

 70:6;71:13;99:22

claimants (7)

 54:1;64:7;69:6;70:1,

 20;71:3;77:4

claimant's (1)

 69:25

claimed (1)

 12:2

claims (46)

 9:22;10:21;13:11,25;

 14:2,3,10,11,13,20;

 16:10,11;18:5,8,21;

 23:9;27:4;29:16;41:4;

 45:3;47:6,8,9,12,13;

 51:17;57:19,20;92:3,5;

 93:6,12;94:6,9,12,14,

 15;98:8;102:19,20;

 104:1,2,23;106:19;

 107:6;123:17

claims- (1)

 10:13

claims-made (1)

 16:5

clarify (4)

 21:5;35:4;40:10;

 97:11

clause (1)

 10:20

Clean (3)

 63:20;64:24,25

clear (5)

 22:25;30:16;98:16;

 110:23;114:7

CLERK (4)

 7:4,9,11,15

client (11)

 47:21;48:8;57:2;

 59:13;60:14;61:7;

 101:15;102:23;104:1,

 11;111:19

clients (17)

 49:6;57:6,6,9;58:6;

 79:16;91:20;92:18;

 94:3,8,13,19;102:15;

 103:3;107:11;108:8;

 116:25

clients' (1)

 124:1

clients'd (1)

 47:17

close (3)

 37:25;44:14;127:8

Co (2)

 18:14;103:25

Coblen (1)

 58:7

Coblentz (4)

 56:6;57:6,17;58:5

co-counsel (8)

 77:7;101:13;105:11;

 107:23,25;110:15,18,

 25

colleagues (1)

 111:17

collected (1)

 22:21

combination (1)

 13:23

coming (12)

 32:13;34:12;37:1,11;

 38:22;39:12;42:2;

 43:16;45:2;56:2;100:7;

 126:15

comment (3)

 38:22,23;119:13

comments (3)

 55:20;58:10;61:9

committee (34)

 8:3,8,10;11:2;21:8,

 11;22:7;24:11;26:10;

 33:4,7;37:24;42:8;

 43:24,25;48:6;50:1;

 53:18,25;54:5,12;55:3;

 56:7,9;57:10;61:8,9;

 71:6,10;77:20;82:13;

 98:6;109:16;121:16

committees (3)

 99:17,17;119:4

committee's (3)

 7:25;54:18;55:16

common (10)

 60:19;73:4,4;86:16;

 87:1;101:15;104:1;

 111:18,19;122:1

commonality (1)

 35:8

common-interest (1)

 115:8

communicate (1)

 106:22

companies (8)

 14:9;21:17;38:6;

 48:24;67:18;84:21,22,

 22

company (35)

 17:2;18:8;21:14,22;

 26:21;27:9;28:24;29:5;

 30:23;31:23;32:3,20;

 33:17;36:24;40:6;41:4,

 8,9,16;43:1;44:4;45:2,

 13,19;46:19;48:23;

 49:9;52:23;53:3,4;

 54:22;106:5,8,18;

 110:5

compared (1)

 43:8

compel (2)

 124:22,23

compensated (1)

 49:1

compensation (1)

 121:17

competing (1)

 49:10

competitor (1)

 87:14

competitors (1)

 14:9

complain (1)

 74:24

complaining (2)

 12:15;79:8

complaints (1)

 43:22

completely (2)

 86:5;116:6

complex (1)

 115:11

complexity (1)

 53:17

compliment (2)

 112:5,7

comply (1)

 123:15

concept (2)

 33:10;44:24

concern (5)

 13:1;22:6;65:24;

 66:6;106:14

concerned (2)

 33:8;57:10

concerns (3)

 44:11;56:21;57:17

concession (1)

 124:17

concluded (1)

 127:22

conclusion (2)

 22:22;48:9

conduct (2)

 41:18;56:24

confess (1)

 62:22

confidences (1)

 8:13

confidential (17)

 65:20,21;69:21,21;

 70:17;71:21;74:16,17;

 78:21;82:1;83:20,20;

 90:4;105:24;106:1,3;

 115:14

confidentiality (6)

 69:17;70:7;89:22,24;

 107:6;112:19

confidentially (1)

 81:16

confirmed (2)

 19:2;34:15

conflict (2)

 56:25;59:5

confused (2)

 21:13;122:5

connection (8)

 13:25;14:10;16:9;

 57:19;60:15,17;98:7;

 100:3

consensual (1)

 50:14

consent (15)

 57:13,21;58:11,13,

 25;59:19;60:6,11,14;

 61:6;66:2,5;97:24,25;

 98:1

consequence (3)

 47:24;75:5,5

consequences (2)

 42:18;60:22

consider (1)

 127:13

considered (1)

 55:2

consistent (2)

 37:4;70:18

consists (1)

 91:25

constantly (1)

 54:23

contacts (1)

 85:4

contempt (2)

 107:24;110:17

context (9)

 29:15;38:17;43:23;

 88:14;93:8;94:3,17;

 95:11;113:4

contexts (1)

 94:10

continue (2)

 21:15;76:12

continued (4)

 63:10;115:3;124:13;

 125:23

continuing (2)

 64:7,8

contract (2)

 56:21,25

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Case No. 19-30088; Chapter 11 July 9, 2019

contractual (1)

 55:13

contributing (1)

 37:3

control (9)

 82:25;85:13;87:7;

 90:19;98:17;105:10,

 13,22,24

conversation (3)

 103:10;105:9;124:11

conversations (2)

 120:15;124:13

convince (3)

 87:24;89:11,13

convinced (1)

 52:24

cooperate (3)

 69:18;123:13;124:21

cooperated (1)

 76:9

coordinate (1)

 61:12

copy (1)

 15:17

corporate (1)

 36:10

Corporation (3)

 7:16;35:16;42:13

correctly (1)

 101:11

correspondence (2)

 23:21,23

cost (1)

 53:19

costs (3)

 13:22;16:8;18:10

co-subro (1)

 105:14

co-TCC (1)

 123:23

counsel (62)

 15:9;22:20;27:3;

 52:12;54:14;61:13;

 62:25;67:18,19,22,23,

 23,25;72:13,19,21,24;

 73:17,18,24;82:13,13;

 92:11,14,19;93:22,23;

 94:2,14,23;95:5,5,6;

 96:8;97:17,19;98:18;

 99:11,12,12,18;100:13;

 101:25;103:3,15,16,23;

 104:15;105:14;116:12,

 14,16,20,21;120:15,17,

 18;122:10,15,16,21,24

count (2)

 93:1;96:1

country (2)

 83:7;87:19

couple (5)

 39:8;44:20;92:12;

 97:15;126:13

course (8)

 8:13;26:5;51:18;

 66:3;93:19;96:21;97:9;

 104:5

Court (594)

 7:3,4,6,8,10,12,14,

 17,20,23;8:3,9,12,21,

 25;9:1,4,5,7,10,12,20;

 10:1,7,10,12,16,25;

 11:2,12,17,19,21;12:6,

 12,14,19,23,25;13:4,6,

 13,15,19;14:3,6,20,23;

 15:1,3,8,14,17,18,20,

 23;16:17,19,25;17:2,5,

 9,11,16,20,22;18:2,11,

 14,16,18,25;19:8,10,

 12,16,18,22,25;20:3,6,

 9,15,18,23;21:2,5,24;

 22:2,4,9,11,16,18,24;

 23:10,12,14,16,18,20,

 25;24:3,5,8,11,17,25;

 25:4,12,14,17,19;26:1,

 3,5,8,11,12,19;27:6,16,

 18,23;28:7,10,12,15,

 18,20;29:2,4,6,8,9,11,

 13,17,22;30:1,5,10,16,

 20,25;31:2,4,7,12,14,

 18,22;32:6,8,22,24;

 33:1,13,15,25;34:2,18,

 21,24;35:3,11,14,18,

 22,25;36:3,7,10,14,16,

 18,20,23;37:3,6,8,14,

 18,20,22,24;38:4,12,

 14,19,21,24;39:1,7,11,

 17,19,21;40:7,10,15,

 18,22,24;41:2,20,23;

 42:3,5,8,13,15,17,21,

 23;43:6,7,11,13,15;

 44:7,10,12,14,20,22;

 45:5,21,24;46:5,12,15,

 21,23;47:2,7,19;48:2,8,

 14,21;49:15,17,19,21;

 50:12,17,22,25;51:2,5,

 8;52:5,8,11,16,20,22;

 53:2,12,16,23;54:2,4,7;

 55:25;56:4,12,14,15;

 57:3,5,12,23,25;58:2,

 14,18,24;59:1,7,11,20,

 22;60:1,3,3,4,4,5,12,13,

 25;61:4,17,21,23,25;

 62:2,4,6,8,11,13,15,18,

 20,25;63:4,6,9,16,18,

 23;64:1,10,13,16,21,

 23;65:2,5,10,14;66:13,

 14,17,21;67:2,4,8,11,

 14,16;68:5,23;69:3,11,

 16,20;70:14,20,25;

 71:4,12,15,18,21,25;

 72:9;73:9,14,16,20,23;

 74:3,6,9,19;75:2,8,13,

 22,24;76:4,6,15,25;

 77:10,23;78:1,4,8,10,

 19,25;79:5,7,11,14,17,

 21,25;80:3,6,10,12,14,

 16,18,18;81:2,5,7,10,

 13,20,23;82:5,7,11,15,

 16,22,25;83:16;84:8,

 10,15,17,19,24;85:1,

 16,17,21,25;86:2,10;

 87:4,23;88:5,7,23;89:4,

 7,9,18;90:1,3,7,9,15;

 91:3,5;92:2,4,8,20,23;

 93:1,4,7,11,13,15,17;

 94:21,25;95:3,8;96:2,5,

 10,22,25;97:4,6,10,13;

 98:9,24;99:3,6,21;

 100:6,7,11,14,15;

 101:4,7,9,13,14,17;

 102:1,4,9,11,21,23;

 103:14,18,21;104:4,6,

 10,19,21,23;105:5,8,

 18;106:6,8,11,15,17,

 25;107:5,9,15,17,19,

 23;108:9,10,12,15,18;

 109:3,8,20,22,24;

 110:2,11,13,16,21,23,

 25;111:3,8,11,13;

 112:2,8,12;113:6,8,10,

 13,16,20;114:2,5,11,

 14,17,21;115:2;116:2,

 12;117:6,10,12,14,17,

 19,22,23;118:1,5,7,11,

 15,21;119:3,7,10,14,

 17,19,21,24;120:20;

 121:7,19;122:2,9,18,

 20;123:1,3;124:4,13;

 125:1,11,14,16,25;

 126:3,5,7,14,17,25;

 127:4,8,15,17,19

courtroom (1)

 27:14

courts (1)

 16:2

Court's (5)

 7:9,15;79:18;87:2;

 119:12

cover (4)

 32:4;41:18,18;45:13

coverage (24)

 9:24;10:19;18:6,7;

 21:19,23;23:7;24:19;

 26:24;27:1,11;28:2;

 30:8;33:21;35:1;38:7,

 10,12;41:25,25;45:12,

 20;51:23;52:3

covered (8)

 10:15;24:22;68:2;

 73:7;75:3;79:9,12;

 126:18

covers (4)

 10:3;73:1;81:4;

 98:21

craft (1)

 126:23

creates (2)

 88:24,24

creating (1)

 89:19

creditor (9)

 42:25;50:5;63:8;

 78:4,12,14,20;85:4;

 99:24

creditors (20)

 8:8;20:19;47:22,22,

 25;48:19;49:6,11;50:4,

 5,13,14;53:5;55:5,12,

 13,13;68:9;77:18;

 84:18

creditors' (9)

 33:4,7;42:8;43:24;

 48:6;54:4,12,17;55:3

critical (1)

 82:7

criticism (2)

 12:3;54:23

criticize (2)

 26:13;37:9

culpability (2)

 19:4;46:16

current (5)

 9:16,24;10:19;39:18,

 20

currently (4)

 10:8;115:9,17,18

D

D&O (5)

 7:19;21:16,23;27:14;

 119:21

D&Os (1)

 88:10

damage (2)

 34:9;100:1

damages (1)

 41:19

Danko (1)

 115:17

Dario (1)

 39:5

David (1)

 113:18

day (10)

 8:22;12:18;27:21;

 48:25;49:23;54:14;

 100:16;113:25;126:15;

 127:11

days (5)

 39:8;66:11,11,12;

 126:13

DE (61)

 39:5,5,7,10,13,18,20,

 24;40:8,13,23,25;

 41:11,22,24;42:4,6,22,

 23;43:4,7,12,14;44:6,8,

 11,13;54:12;114:14,16,

 20,23;115:3;117:8,11,

 13,16,18,21,25;118:2,

 6,8,20,24;119:2,6,9,12,

 15,18,20,23,25;122:2,

 8;123:8,10;124:3,5,25

deal (19)

 11:15;12:9;16:16;

 22:25;27:21;28:9;29:9,

 10;49:11;53:6;65:16;

 75:12;88:17;97:15;

 114:2;123:15,19;

 125:4;127:12

dealing (5)

 44:1;82:14;97:20;

 98:3;118:19

deals (1)

 46:5

dealt (2)

 21:22;105:19

debtor (54)

 11:25;19:2,2,3,6,13;

 23:4;54:19,20;56:23;

 57:7;60:15;66:3,10;

 69:3,4,17,20;70:3;

 71:18;73:13,24;77:20,

 22;78:1,5,5;79:3;80:3;

 82:17;83:14;85:23;

 89:3;94:16;98:23;

 99:13;101:1,22;105:6;

 107:20;108:4;109:6,8;

 110:12,16;120:11,17;

 121:2,3,10,11,23;

 122:24;124:6

debtors (42)

 8:18;10:22;13:20;

 15:25;17:12;19:15,21,

 22;21:18;45:21;57:13,

 18;62:19;63:4;66:2,4;

 68:11,22;71:14,16,25;

 76:9,12;91:19;92:15;

 93:21;94:20;95:12;

 97:2,24;102:2;103:5,6;

 104:8,17;105:2;

 107:14;112:20,21;

 118:10;120:6;126:12

debtors' (12)

 9:21;16:15;55:1,2;

 72:12;82:12;105:1,21;

 111:20;124:9,19;

 125:19

debtor's (5)

 27:12;66:6;74:14;

 82:25;100:21

debts (2)

 31:24;45:14

decide (6)

 86:2;87:15;88:13;

 125:24,25;127:5

decides (2)

 32:1;45:11

deciding (2)

 85:24;118:22

decision (5)

 48:3;85:6;90:9;

 111:15;121:6

decisions (1)

 124:15

declarant (2)

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 11:22;12:1

declaration (11)

 11:4;22:19,24;23:2,

 22;56:20;57:14,20;

 58:15,21;59:18

dec-relief (1)

 24:21

defend (1)

 20:23

defendant (5)

 52:1;58:4,5;60:14;

 120:6

defendants (2)

 32:2;58:6

defer (1)

 55:2

deferring (1)

 55:1

define (2)

 98:11;112:23

defined (4)

 93:24;95:2;99:19;

 116:20

defines (1)

 116:13

definition (9)

 93:22,23;94:23;

 95:21;96:8;99:21;

 111:16;112:18;122:4

definitional (1)

 122:5

definitions (1)

 123:6

delay (2)

 11:8,11

deliberately (1)

 54:11

denied (1)

 18:4

Dennis (1)

 7:5

dense (1)

 87:6

deny (4)

 16:11;49:5;117:23;

 118:18

denying (2)

 48:4;50:2

Department (1)

 81:24

depleted (2)

 13:10;18:7

depletion (4)

 9:16;10:24;15:11;

 16:13

deposition (6)

 12:17;13:8;15:5,13;

 41:13,14

derivative (6)

 40:2,5,11;41:1,6,6

derivatives (1)

 40:21

describe (1)

 91:23

designated (1)

 112:23

determination (2)

 72:2;86:8

determinations (2)

 66:1;88:2

determine (2)

 24:19,22

determines (1)

 85:17

difference (10)

 20:11;25:9,23,24;

 49:19;50:13;122:12,

 13,14,21

different (25)

 20:9,12;27:21;31:2;

 41:10;46:23;52:22;

 63:25;64:1;70:23;71:1,

 2;88:13,14;92:12;

 93:10,10;94:8,10;

 97:15;105:11;110:6,9;

 123:17;124:15

difficult (2)

 14:13;124:14

dip (1)

 18:9

director (6)

 19:3;26:6,9;27:9;

 29:20;54:22

director-oversight (5)

 13:25;14:1,10,11,13

directors (43)

 9:3,14;10:19;14:6,

 15;17:22,23;19:20;

 21:14;23:8,8;24:23;

 26:13,23;28:4,25;

 29:19;31:19;32:2,6,16;

 35:20,20,22;36:1;

 37:15;43:19;44:5,22;

 45:1,13,18;46:13,19,

 23;47:3,24;49:1;50:6;

 51:16;52:2;53:13;55:8

disagree (7)

 29:22;33:3;35:3;

 45:3,4;53:16,19

disagreement (1)

 95:14

disappointed (1)

 21:6

disclose (1)

 83:19

disclosing (6)

 78:20,21,22;82:1,2;

 112:22

disclosure (1)

 56:11

discount (1)

 12:16

discovery (18)

 16:4;69:2;77:14,15;

 78:22;79:16,24;81:18;

 82:2,3;96:25;106:13;

 108:4,12,13;109:5;

 110:19;123:13

discrete (1)

 77:18

discuss (1)

 63:10

discussed (1)

 11:18

discussion (3)

 23:6;75:1;109:19

discussions (4)

 15:12;58:21;65:23;

 68:10

dismissed (1)

 14:12

disparity (1)

 118:12

disposition (2)

 85:13;106:19

dispute (5)

 12:22,23;26:24;

 95:12;121:14

disputes (2)

 35:1;73:7

disregard (2)

 87:15;88:13

distorts (1)

 105:12

distributions (1)

 51:13

District (1)

 16:1

docket (1)

 77:9

document (9)

 60:24;94:15;103:5;

 116:3,7,11;120:25;

 121:20;123:20

documents (34)

 8:14;39:15,16,25;

 44:9;68:19;73:15;

 91:21;95:20;96:25;

 97:22;103:9,12;

 107:12;113:5;115:13,

 15;116:1,16,21;117:3,

 9;118:10;120:4,11,16;

 121:2,5,10,11,15,17;

 124:6,8

dog (1)

 70:10

dollar (1)

 35:18

dollars (30)

 9:18;13:22,23,25;

 17:14;18:6,22;25:5,8,

 21;26:16;27:25;28:1,5,

 21,24;32:17;33:8,22;

 42:25;44:25;47:18;

 48:24;49:7,12;51:21;

 53:9,20;55:8;88:10

done (9)

 8:22;12:9;22:25;

 43:20;48:11;62:2;87:2;

 88:19;113:4

door (5)

 34:14;62:6;89:19;

 106:7,13

double (1)

 38:7

down (13)

 33:4;50:8,12;54:16;

 61:5;62:8;63:1;93:20;

 110:15;112:16;116:6;

 119:22;123:15

dozens (1)

 103:3

draft (1)

 111:21

drag (2)

 66:7;107:24

dragged (1)

 110:16

draw (1)

 20:18

drawn (1)

 91:23

drop (1)

 38:17

dry (3)

 18:20;24:24;29:19

Ds (1)

 33:17

due (2)

 31:25;45:14

duplicating (1)

 70:9

during (4)

 13:10;15:12;77:22;

 115:16

E

earlier (3)

 17:3;92:14;108:6

early (2)

 35:7;48:10

earning (1)

 45:8

earthquake (1)

 51:5

earthquakes (1)

 51:9

East (1)

 34:5

easy (4)

 16:2;46:17;51:24;

 54:24

economical (1)

 53:14

effect (1)

 95:22

effectively (1)

 83:24

effort (1)

 70:9

efforts (2)

 21:18;66:11

eight (4)

 117:1,14,15;118:25

either (8)

 25:8;41:22;50:9;

 59:12;78:5;82:20;

 88:16;103:8

elephant (1)

 46:1

else (14)

 39:1;46:5;54:13;

 60:22;61:1,1;79:2;

 80:7;91:6;92:22;97:13;

 100:2;111:14;125:2

else's (1)

 28:19

email (1)

 22:17

employ (2)

 59:17;60:16

employed (1)

 56:22

employees (1)

 93:24

employing (1)

 60:16

empowered (1)

 89:2

enact (1)

 75:21

end (9)

 16:16;18:23;24:18;

 25:21;30:22;54:13;

 66:8;90:24;97:23

enforcement (9)

 78:17;80:22;81:16;

 82:5,7,18;83:3;85:9;

 87:14

enough (6)

 10:19;11:8;36:21;

 90:17;91:3;118:21

entered (4)

 56:22;63:5;64:19;

 84:24

entire (1)

 120:25

entirety (1)

 47:15

entities (3)

 32:4;67:8;92:1

entitled (3)

 23:9;52:3;53:13

entity (3)

 18:9;78:5;85:9

environmental (1)

 78:15

equation (1)

 49:9

especially (2)

 104:14;116:9

essentially (15)

 66:9;68:10;69:13;

 72:18,24;74:15,17;

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 89:22;99:25;100:2;

 114:23;120:22

established (1)

 12:21

estate (6)

 25:11;46:10,11;

 47:13;52:4,6

Estela (1)

 56:16

estimation (2)

 57:19;106:19

et (3)

 21:14,14;45:7

even (16)

 14:20;15:15,15;19:3;

 60:7;74:22;78:21;82:2;

 83:23;89:15;100:7;

 105:14;110:23;116:20;

 118:1;126:12

event (2)

 18:25;60:17

everybody (8)

 15:20;17:2;53:3;

 79:2;81:4,6;92:22;

 122:22

everybody's (1)

 92:25

everyone (1)

 7:8

evidence (4)

 10:23;13:20;21:20;

 57:11

exact (2)

 12:13;32:17

exactly (22)

 12:15;14:8;17:1;

 18:13,17;19:11;20:5;

 23:16;30:17;53:22;

 66:16;69:5;73:11,22,

 22;74:2;78:9;81:25,25;

 104:24;107:10;109:23

exalted (1)

 104:16

exam (1)

 111:1

examined (1)

 8:18

example (4)

 71:5,8;100:11;

 106:17

exceed (1)

 13:22

except (1)

 100:3

excess (1)

 41:17

exchange (1)

 48:17

Excuse (5)

 77:23;94:21;113:15,

 17;123:19

excused (2)

 55:24;61:22

executive (3)

 12:6;57:10;61:8

exhaust (1)

 32:23

exhaustive (1)

 21:18

Exhibit (1)

 59:16

exist (2)

 57:1;124:9

existed (1)

 58:20

existence (1)

 41:15

existing (1)

 45:11

exists (2)

 58:16;60:25

expand (1)

 111:16

expect (1)

 22:18

expended (1)

 13:18

expense (1)

 18:12

expensive (1)

 51:3

experience (2)

 40:1;93:5

experienced (1)

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explain (4)

 36:8;87:23;89:1;

 103:11

explained (2)

 54:14;92:14

explaining (1)

 33:14

explosion (2)

 115:4,20

exposed (1)

 52:1

exposure (2)

 46:10;47:16

extend (1)

 122:11

extends (2)

 10:11;16:4

extension (2)

 16:7,9

extent (4)

 24:19;40:25;61:4;

 113:7

extra (1)

 43:19

extremely (1)

 116:22

F

face (1)

 112:24

Facebook (3)

 78:2;81:21;87:13

fact (18)

 8:20;10:19;11:21;

 16:6;20:24;25:10;28:8;

 38:6;46:8;51:17;74:24;

 81:3;84:6,23;86:16;

 91:19;118:24,25

facts (1)

 29:10

fair (3)

 24:24;51:19;91:3

fairly (1)

 127:11

fairness (1)

 24:7

fall (1)

 92:11

false (1)

 60:21

familiar (4)

 21:11,11;49:25;

 115:25

fancy (1)

 20:3

far (2)

 21:13;28:15

Farr (2)

 91:14;95:22

fashion (1)

 61:15

fate (1)

 67:16

favor (1)

 50:6

favorably (1)

 73:25

favored (3)

 47:6,8,9

feasible (1)

 108:23

feather (1)

 9:3

featherbedding (1)

 25:3

fee (1)

 38:21

feel (1)

 56:20

fees (1)

 38:22

feet (1)

 66:7

Felderstein (1)

 77:7

fence (1)

 54:8

FERC (1)

 102:16

FERC's (1)

 103:23

few (6)

 20:25;36:12;37:11;

 51:12;64:6;65:18

Ficks (17)

 56:6,7,11;57:16;

 58:9,12,17,20,25;59:2,

 10,20,22;60:1,3;61:12,

 16

Ficks' (4)

 56:19;58:8;60:16;

 61:6

fifty (29)

 17:13;18:22;21:25;

 25:5,8,20;26:16;27:25;

 28:1,5,21,24;29:18;

 30:1;32:17;33:8,22;

 37:10;42:24;44:24;

 47:18;48:24;49:6,12;

 51:21;53:6,8;55:7;88:9

fight (2)

 70:10;97:8

fighting (1)

 29:18

figure (8)

 30:14;37:14;38:5;

 49:11;79:8;102:9;

 108:19,23

file (1)

 110:16

filed (6)

 39:3;40:18;57:15;

 68:9;91:16;108:2

files (2)

 106:18;107:23

filing (1)

 22:6

final (1)

 114:1

financial (1)

 113:1

find (3)

 75:15;87:13;103:6

fine (6)

 8:1;82:13;91:2;

 92:15;125:24;126:3

finger (1)

 51:11

finish (2)

 13:2;77:3

finished (1)

 118:2

fire (44)

 10:1,14;14:7;28:10,

 14;31:25;32:2;34:7,9,

 14;40:3;43:17;45:11,

 19,24;46:9;47:10;49:7,

 21,22;50:4,14;64:7;

 68:8,13;70:5;71:3,10,

 12;72:2,5;77:4;85:5;

 100:12;103:25;114:15;

 115:4,5,5,19,20,20;

 121:9;122:23

fires (8)

 9:23;14:17;24:1,4;

 34:5;115:3,5,19

firm (17)

 56:6,22;57:1,13;

 58:5,8;59:3;60:15,16,

 16,17;91:24;114:25;

 115:10,17,18,18

firms (5)

 93:10;95:25;115:9;

 116:25;124:7

firm's (1)

 57:6

first (17)

 7:10;8:17;19:1,6;

 22:5;23:4;25:13;48:14;

 63:3;64:4,25;68:7;

 74:5;86:14;96:11;

 107:1,4

fit (1)

 96:8

Fitzgerald (1)

 77:7

five (15)

 16:23;17:3,16;20:19;

 25:21;27:13;33:2,24;

 34:1,22;42:25;53:20;

 66:12,15;103:12

five-day (1)

 69:23

fix (2)

 116:19;123:21

fixed (1)

 62:7

flights (1)

 50:24

fly (2)

 90:15;124:15

flying (4)

 33:8;34:6,6,8

focus (4)

 9:21;35:20;48:21;

 59:17

focusing (1)

 87:5

folks (8)

 66:19;73:4,4;75:19;

 104:17,25;121:9;

 122:10

follow (1)

 106:15

followed (2)

 56:24;66:12

following (7)

 69:24;78:9;85:20;

 88:25,25;89:20;118:15

follows (1)

 32:3

forbid (2)

 51:15,15

force (1)

 10:9

forget (1)

 67:17

forgetting (1)

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forgot (1)

 107:20

forgotten (1)

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form (4)

 25:17,22;39:20;

 55:19

forth (1)

 10:22

forward (6)

 11:9;32:13;55:11;

 100:12,15;108:2

four (2)

 66:17;115:9

FRANCISCO (2)

 7:1;51:4

frankly (1)

 11:25

free (1)

 79:19

Fresno (2)

 115:4,20

Friday (1)

 22:8

frivolous (1)

 107:6

front (2)

 82:19;95:1

fulfil (1)

 71:9

FULLER (4)

 56:8,8,13,14

Fuller's (1)

 61:9

fully (2)

 15:17;76:9

function (1)

 68:14

fund (2)

 49:22,22

fundamental (1)

 9:15

fundamentally (1)

 68:24

further (3)

 38:24;90:11;111:14

future (3)

 33:19;55:14;127:7

G

Gallagher (2)

 91:14;95:23

gather (1)

 87:2

gave (4)

 58:15;60:21;124:16,

 16

gee (1)

 85:15

Geisha (1)

 41:14

general (6)

 36:7;43:23;73:17;

 74:15;88:8;103:23

generally (6)

 35:19;92:4,6;93:3;

 107:11;124:19

generals (1)

 75:20

General's (3)

 77:8;81:23;88:12

gets (12)

 47:19;52:12;68:19;

 69:24;70:11;72:5,8;

 78:12;81:20;88:14;

 114:21;121:21

GHETALDI (61)

 39:5,6,7,10,13,18,20,

 24;40:8,13,23,25;

 41:11,22,24;42:4,6,22,

 23;43:4,7,12,14;44:6,8,

 11,13;54:12;114:14,16,

 20,23;115:3;117:8,11,

 13,16,18,21,25;118:2,

 6,8,20,24;119:2,6,9,12,

 15,18,20,23,25;122:2,

 8;123:8,10;124:3,5,25

Ghost (4)

 57:9;58:4,4,5

Gibbs (1)

 115:18

given (8)

 10:19;40:1;57:12;

 72:20;82:12;98:14;

 106:3;112:24

gives (4)

 10:21;52:17;69:4;

 90:5

giving (5)

 88:1;99:19;105:23;

 110:1,2

glad (1)

 54:10

global (1)

 74:16

God (2)

 51:15,15

goes (10)

 13:10;36:24,25;41:4,

 6;43:1;45:8;104:6;

 112:22;117:11

Good (14)

 7:6,7;20:25;29:3;

 36:20;39:5;45:15;48:4,

 5;56:16;59:13;90:17;

 91:13;123:14

good-faith (1)

 112:20

governed (1)

 76:19

governing (1)

 56:24

government (5)

 46:3;85:24;86:14,18;

 124:18

governmental (2)

 81:17;82:9

grab (1)

 25:25

grand (1)

 47:14

grant (7)

 17:12;54:7;55:9,18,

 20;117:23;118:16

granted (5)

 61:11;100:13;

 108:21;111:4;123:18

granting (1)

 44:18

grants (2)

 100:14;117:22

Great (1)

 114:12

grind (1)

 89:3

group (15)

 64:8;67:24;72:11;

 73:10,17;77:3;91:11,

 15,24,25,25;92:10;

 93:11;123:23;124:17

groups (1)

 63:12

guess (14)

 15:21;47:10,14;48:2;

 61:13;85:1;90:1;96:14;

 97:15;98:3;108:19;

 111:3;120:21;122:4

Gun (2)

 115:4,20

guy (1)

 81:20

guys (2)

 87:13;125:5

H

hammered (1)

 123:22

hand (4)

 25:20;64:19;81:19;

 82:10

hand- (1)

 103:3

handed (2)

 55:7;123:6

hand-in-hand (1)

 115:6

hands (1)

 28:19

happen (8)

 19:1;26:25;32:3;

 33:19;48:20;50:9;

 95:24;111:3

happened (2)

 14:18;77:22

happens (9)

 17:5;26:24;35:1;

 46:9;49:7;73:8;110:4;

 122:14;123:17

happy (6)

 15:16;34:7;47:17;

 68:22;124:7;125:9

hard (1)

 83:4

hardball (2)

 45:12,20

harm (3)

 88:17;110:2;112:21

head (1)

 120:25

headline (1)

 29:3

headlines (1)

 29:10

hear (5)

 34:7;37:8;77:2;

 81:13;117:24

heard (8)

 11:9;22:11;39:2,3;

 58:10;62:25;91:10;

 114:18

hearing (4)

 11:7;56:17;97:3;

 125:23

heat (3)

 17:24;49:3;50:7

heavily (1)

 84:21

heavy-duty (1)

 127:11

helicopters (3)

 34:5,6,9

help (1)

 90:10

helpful (1)

 114:24

here's (3)

 12:9;21:12;22:21

hey (2)

 30:11;51:5

hidden (1)

 16:21

hidden's (1)

 16:21

hide (1)

 104:7

high (1)

 29:19

highly (4)

 65:21;69:21;74:17;

 83:20

hired (1)

 52:13

history (5)

 13:24;14:8;114:24;

 115:6;123:12

hit (2)

 100:20,25

Hmm (1)

 37:17

hoc (10)

 64:8;67:24;72:11;

 73:16;77:2;91:10,15,

 24;98:6;109:16

hold (2)

 92:3;126:19

home (1)

 48:1

homeless (1)

 43:10

homes (1)

 43:9

homework (1)

 87:5

Honor (189)

 7:7,18;8:7,11,17;

 10:6;11:10;12:16;15:4,

 16,24;16:3;17:1,4,19;

 18:13,15;19:7;20:21,

 24;21:22;22:5,15;23:4;

 24:7;25:24;31:10;

 34:16;38:25;39:5,13,

 24;40:14;41:12,24;

 42:14;43:4;44:6,15,19;

 48:12,16,17;49:16;

 50:19,24;51:11,20;

 52:15;53:11,24;55:23;

 56:8,16,17,19;58:12,

 20;59:15,25;60:10;

 61:2,16,19,20;62:12,

 19;63:3,5,14,22;64:3,

 12,15,24;66:16;67:10,

 15;68:1,7;69:7;71:23;

 72:10,16;73:1,2,12,22;

 74:2;75:1,10;76:21,22;

 77:6,11;79:4;80:12,23;

 81:25;82:24;83:12,21,

 25,25;84:13;85:20;

 86:13,25;87:22;88:22;

 89:1,8,20;90:8,14;91:2,

 13,16,24;92:7;93:9,19;

 94:17,24;95:7,11;96:6,

 21;97:9,14;98:4,15,22;

 99:8,15;100:20,24;

 101:8,12,22;102:7;

 103:1,20;104:5,13,16,

 24;105:17;107:22,25;

 109:9;111:6;112:1,10,

 15,19;113:2,5,12,15;

 114:6,16,23;115:21;

 116:24;118:20;119:2,

 12;120:1,14,24;121:4,

 8,13,24;122:12,14;

 124:3,25;125:10,15,21,

 22;126:9;127:1,2,6,18,

 21

Honorable (1)

 7:5

hope (2)

 30:21;48:12

Hopefully (3)

 17:4;46:16;55:13

horrible (3)

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horribles (1)

 18:24

Hostetler (1)

 56:9

hotels (1)

 43:12

house (3)

 30:20;34:8;95:5

Housing's (1)

 51:3

huge (1)

 14:8

hugely (1)

 77:20

huh (1)

 7:12

hundred (4)

 28:13;91:25;103:3;

 105:10

hundreds (2)

 13:24;115:12

hung (2)

 17:23;24:24

hurts (1)

 88:19

hybrid (1)

 36:23

hypothetical (1)

 96:13

hypotheticals (1)

 85:2

I

idea (3)

 87:25;99:8,18

identify (1)

 65:5

ignore (1)

 88:17

illegal (2)

 43:1,4

imagine (1)

 41:9

immediate (1)

 32:11

impact (3)

 51:13;55:5;108:20

implemented (1)

 69:25

importance (1)

 9:14

important (14)

 17:13;23:20;26:4,7;

 30:12;37:8;51:14;52:2;

 65:15;73:12;76:8;

 77:12;121:1;122:13

importantly (3)

 15:4,10;55:3

impressive (1)

 21:9

inability (1)

 39:16

inappropriate (3)

 68:13;88:6;125:19

inartfully (1)

 43:21

incidents (1)

 9:23

inclined (1)

 11:8

include (4)

 103:15;112:25;

 122:3,4

includes (1)

 98:7

including (5)

 9:23;11:16;14:9;

 40:2;108:7

inclusion (1)

 98:14

incomplete (2)

 11:6;88:2

inconsistency (1)

 123:20

inconsistent (2)

 120:1,10

indeed (2)

 14:10;113:25

indemnification (1)

 52:25

indemnity (2)

 32:4,14

independent (2)

 70:4;79:18

independently (1)

 69:2

indicate (1)

 10:23

indicated (1)

 61:10

indication (1)

 50:9

individual (21)

 17:23;32:2;64:6;

 68:8,13;69:6,25;70:1,5,

 20;71:3;72:21;78:4;

 79:17;80:6;83:13;88:2;

 92:1,11;121:9;122:23

individually (1)

 83:17

individuals (4)

 38:7;43:9,18;89:22

industry (1)

 113:1

inform (2)

 58:22;94:8

informal (1)

 124:23

information (77)

 11:3;12:7;22:21;

 65:21;67:25;68:11,15,

 19,24;69:9,14;70:2,6;

 71:2,6,7,9;72:2,12,14,

 22;73:17;74:14;75:4,

 20;76:10,19;77:21;

 78:2,12,13,20,21;

 81:20;82:17;83:1,1,8,

 13,20;84:3;85:9,23,24;

 86:9,17,20,22,24;87:3,

 7,8,11;88:3,14;89:2,5,

 11,15,23;91:11;97:25;

 98:19;100:14,22;

 101:18,21;102:5;

 105:2;106:3,17;109:1,

 15;111:22;112:22,23,

 25

informed (1)

 90:9

in-glove (1)

 103:4

in-house (2)

 67:18,18

inquiry (4)

 9:24,24;16:10,12

insignificant (1)

 38:16

insolvent (4)

 28:4;32:8;41:8,10

inspecting (1)

 34:7

Institute (1)

 96:16

insur (1)

 30:19

insurance (37)

 7:19;9:25;14:24;

 15:6,9;19:23,25;20:7;

 21:16;22:20;23:5;

 24:15;25:7,9;27:9;

 30:18,20,21,22;31:5,9;

 32:15,16,20;34:17;

 36:24;40:4;41:15;45:6,

 6,7,11,19,23;47:8;

 53:14;106:21

insurance-policy (1)

 112:25

insurer (3)

 24:22;30:8;47:11

insurers (6)

 10:2;18:5;24:17;

 32:19;92:4,5

intend (1)

 114:7

intended (2)

 26:13;98:21

intention (3)

 98:16;99:14,16

intentional (2)

 19:4;41:18

intentionally (1)

 14:16

interest (6)

 53:1;60:19;73:4,4;

 100:8;111:19

interested (1)

 9:2

interesting (3)

 47:7;102:13;118:8

interests (3)

 105:1;117:4;124:15

interim (1)

 100:19

interlineate (2)

 103:15;104:10

interlineation (1)

 111:16

interpreting (1)

 97:5

into (15)

 18:9;19:23;25:10;

 31:9;40:5;53:2;56:22;

 60:4;62:6;92:12;

 102:17;108:16;111:14;

 115:13;123:23

intruding (1)

 83:25

invading (1)

 84:25

invested (1)

 17:7

investigation (1)

 80:21

investigations (1)

 80:12

investment (1)

 17:8

invitation (1)

 110:14

invite (2)

 107:7;124:13

involved (3)

 16:3;59:4;94:18

issue (50)

 11:4;16:14;26:22;

 27:2;42:9;56:11;57:11;

 58:3;67:21;68:4,17,18,

 25;69:7;70:7,8,9,13;

 72:15;73:2;75:2;78:15;

 81:1;82:24;83:25;

 90:10,12,25;91:8,18;

 94:17;96:11;97:21;

 98:5;101:23,24,24;

 102:4,17;112:8,16;

 114:18;115:15;119:15;

 124:12;125:18;127:1,

 5,13,16

issued (1)

 84:19

issues (14)

 41:15;64:4;65:18;

 79:16;84:22,23;86:18;

 89:8;91:17;94:11;

 95:13;105:20;106:22;

 113:9

items (1)

 7:20

J

jail (1)

 88:11

January (1)

 30:9

job (4)

 33:12,13;54:24;

 87:16

join (2)

 119:1,16

joinders (4)

 63:14,21;66:25;73:3

joined (2)

 66:19;108:3

joke (8)

 28:6,12,20;29:14,20;

 31:24;37:10;38:17

judge (4)

 55:7;70:5;87:18;

 88:9

judge's (1)

 97:6

judgment (5)

 16:2;21:10;27:18;

 55:1,2

judgments (1)

 13:21

Julian (1)

 70:15

JULY (2)

 7:1;22:8

June (1)

 48:11

justified (1)

 17:18

justifying (1)

 120:8

K

Karotkin (33)

 35:6;36:7,9,12,15,

 17;50:19,21,23,24;

 51:1,3,7,10;52:7,9,15,

 19,21,23;53:11,13,22,

 24;54:3,6;61:19,22,24;

 62:1,3,5,7

keep (9)

 25:10;62:22;103:13;

 107:6,19;108:25;

 113:8;123:5,7

KEIP (1)

 71:8

kidding (1)

 11:5

Kim (1)

 62:20

kind (12)

 10:23;21:7;44:2,4;

 45:6,15;52:5,5;75:16;

 84:24;103:21;108:8

kinds (2)

 65:25;73:7

kitchen (4)

 17:25;49:3,4;50:7

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of 147
PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

knew (2)

 11:22;30:8

knowing (1)

 100:22

knowledge (1)

 22:14

knowledgeable (1)

 110:5

knows (2)

 47:21;106:21

L

label (1)

 54:25

labels (1)

 25:20

language (21)

 64:5;66:24,25;68:3;

 73:7;74:12,25;83:13;

 90:23;94:21;96:2,12;

 98:1,5,13,15,20;99:10;

 103:18;113:2;126:24

large (2)

 63:12;93:17

Lars (1)

 56:8

last (8)

 11:15;24:5;51:12;

 74:4;85:6;119:21;

 124:11;126:19

late (1)

 11:3

late-coming (2)

 11:14;15:24

later (8)

 17:17;18:23;26:11,

 25;43:1,16;66:15;

 123:19

laundering (1)

 43:2

law (24)

 29:10;46:6,7,7;47:8,

 9,13;57:1;78:14,16;

 80:21;81:16,17;82:5,7,

 17;83:3,18;85:9;86:9;

 87:14;88:4;93:10;

 95:25

lawful (2)

 42:18;89:16

laws (1)

 79:21

lawsuit (4)

 24:18,20;51:25;

 110:9

lawsuits (2)

 13:21;14:1

lawyer (7)

 32:1;52:12,17;96:1;

 106:20;107:13;108:3

lawyers (23)

 12:8;91:20;92:16,20,

 24;93:2,3,9;94:18;

 95:15,19,23,25;96:7,

 17,20;97:22;100:13;

 102:16,19;103:8,10;

 116:13

leadership (1)

 115:10

learn (1)

 82:3

learned (1)

 20:6

learns (1)

 79:17

least (11)

 23:24;27:13;34:22;

 41:16;64:4;65:8,15;

 66:14;67:22;92:11;

 111:5

leave (3)

 76:1;111:20;124:24

leaves (1)

 67:12

leaving (4)

 29:19;52:3,5;61:25

leery (1)

 124:7

left (1)

 18:20

legal (1)

 42:1

legally (1)

 59:13

legislative (7)

 75:14;83:25;84:5,25;

 85:8,11;86:24

legislature (7)

 46:5;75:17,17,21,23;

 84:3;86:21

legitimate (4)

 86:5;105:25;106:2;

 109:16

Less (1)

 66:14

letter (1)

 60:24

letters (1)

 30:8

letting (1)

 67:17

level (1)

 21:19

liability (1)

 45:7

life (1)

 46:8

lift (3)

 108:1,7,9

lift-stay (2)

 108:16,18

light (2)

 35:4;79:7

lights (1)

 54:23

likelihood (1)

 15:11

likely (1)

 18:9

limit (1)

 18:6

limited (3)

 86:8;108:21;116:22

line (1)

 23:3

lines (1)

 91:23

list (5)

 63:19;72:20;103:9;

 104:8;105:15

listed (2)

 73:5;77:8

literally (1)

 115:12

litigating (4)

 40:1;93:5;94:14;

 114:25

litigation (12)

 26:23;40:5;57:19;

 72:24;73:18;75:18;

 77:19;86:22;94:11;

 98:8;99:12;100:15

litigations (1)

 115:11

litigator (1)

 115:24

little (6)

 9:19;13:18;54:11;

 90:11;114:24;122:5

live (5)

 34:5,10,11;98:10,13

living (1)

 43:10

London (1)

 42:4

long (4)

 20:6;52:13;115:6;

 127:20

look (27)

 9:6;26:20;28:23;

 30:11,17;37:6;43:23;

 47:12;49:21;53:16;

 58:9;67:4;71:25;73:13;

 74:19;75:11;81:19;

 83:12;90:7;94:16;

 95:15;96:23;100:11;

 106:2;111:11;121:11;

 123:5

looked (1)

 74:21

looking (8)

 8:18;13:11;26:22;

 34:9;38:21;67:5;71:2;

 86:6

loses (1)

 32:20

losses (1)

 102:24

lost (3)

 43:9;50:23;114:1

lot (13)

 7:24;11:7;16:20;

 27:11;34:8;44:15;

 47:15;57:8,8;84:18,22;

 96:18;98:4

Lots (2)

 121:19,19

lying (1)

 14:18

M

magnitude (1)

 19:1

maintaining (1)

 55:10

majority (1)

 92:10

makes (14)

 45:5;70:5;73:8;80:8;

 81:1;86:11,11;97:1;

 102:12;115:25;116:2;

 121:2,22;122:16

making (15)

 20:14;28:8;34:8;

 35:4;59:23;69:6;78:23;

 79:1,2,7;101:2;121:4,

 6;123:11,13

malpractice (1)

 45:7

many (9)

 19:20;34:4;50:24;

 93:8,9,10;94:8,10;

 123:22

marked (1)

 115:14

market (1)

 34:19

marking (1)

 70:17

Markland (10)

 12:7,17;13:7;15:4;

 27:13;33:15;38:4;

 55:23;56:2,3

Markland's (2)

 11:3;41:13

Massachusetts (1)

 16:1

material (6)

 77:14,15;79:16;94:7;

 112:18,21

materials (9)

 78:22;79:24;81:18;

 82:1,2,3;92:16;93:23;

 112:25

matter (12)

 7:11,16;32:18;34:13;

 47:8,9;54:16;56:18;

 60:15;102:14;103:2;

 127:9

matters (3)

 57:18;58:3;105:20

May (14)

 10:11;22:5;30:9;

 38:15;41:8,8;47:10;

 58:7;61:22;76:22;86:4;

 89:3,24;105:24

maybe (26)

 23:10,12,12;24:25;

 29:20;33:1,1;38:15;

 40:3,8;46:21;61:14;

 66:6;70:7,7,9;86:8;

 91:5,5;96:14;103:12;

 108:22;115:22;118:17;

 120:22;126:18

MCCALLEN (55)

 91:13,14;92:3,6,9,22,

 24;93:2,5,8,14,16,19;

 94:23;95:1,7,10;96:4,6,

 21,23;97:5,9,12,14;

 101:10,12;102:7,10,12,

 22;103:1,14,17,19;

 104:3,5,7;105:11,19;

 106:4,20;107:11;

 109:15,17;111:12,17;

 112:1,2,3,10,13;113:7,

 9,11

McCallen's (2)

 98:14;108:8

mean (69)

 7:24;8:1;9:3,7;

 11:19;12:25;13:10,13,

 15;18:2;19:25;21:19;

 23:16;24:13;25:4;

 26:22;30:17;33:2,20;

 37:6;39:19;41:2,2,23;

 42:17;46:15,18;50:9;

 52:11,12;53:16,23;

 54:15;55:25;57:7;58:8,

 18;59:23;60:7;67:17;

 69:23;71:5;76:8;78:1;

 79:7;80:25;82:16,19;

 83:4,5;88:18;90:12;

 93:2;96:14,16;98:10,

 12;99:15;100:2,11,16;

 101:17;103:21;110:13,

 13;111:23;120:22;

 125:7;126:22

meaning (1)

 69:13

means (8)

 10:14;16:20;17:11;

 20:7;26:16;31:16,21;

 73:23

meant (3)

 25:4;38:16;112:5

meantime (6)

 17:6;20:19;24:23;

 26:2,25;127:14

measured (1)

 46:2

measures (1)

 14:17

mechanisms (1)

 86:19

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(9) knew - mechanisms Case: 19-30088 Doc# 2921 Filed: 07/10/19 Entered: 07/10/19 14:49:14 Page 138

of 147
PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

meet-and-confer (1)

 109:3

meeting (1)

 98:13

meld (1)

 116:14

member (3)

 60:13;73:16;96:15

members (4)

 72:21;92:9;93:10;

 115:9

memorized (1)

 122:6

mentioned (4)

 44:19;48:17;74:23;

 112:14

merits (1)

 23:4

message (2)

 45:15;124:21

metaphor (3)

 42:24;48:22,22

middle (2)

 21:24;58:8

might (20)

 11:8;26:24;27:10;

 32:13;43:21,22,24;

 46:21;48:9;50:2;59:13;

 64:16;79:16;83:7;

 102:16;106:17;110:25;

 111:2,3,5

Milbank (1)

 8:7

million (35)

 9:18,18;13:22,23;

 17:13;18:6,22;21:25;

 25:5,8,20;26:16;27:25;

 28:1,5,13,21,24;29:19;

 30:2;32:17;33:8,22;

 37:10;42:24;44:25;

 47:18;48:24;49:6,12;

 51:21;53:6,8;55:7;

 88:10

millions (2)

 13:24;115:13

mind (3)

 51:22;54:9;73:9

mindful (1)

 8:13

mine (1)

 48:23

minimal (1)

 55:5

minimum (1)

 10:22

minor (1)

 53:19

minute (2)

 76:16;117:12

minutes (2)

 51:12;64:6

mischief (1)

 88:24

mishandling (1)

 14:7

misleading (1)

 14:16

miss (1)

 22:18

missed (1)

 76:23

missing (3)

 83:10,11;110:3

misuse (2)

 90:20;116:10

misused (1)

 115:15

modifications (1)

 113:22

modified (1)

 101:5

modify (3)

 116:15;120:21;122:2

moment (2)

 68:12;108:20

money (31)

 16:8,16,20;17:5;

 18:20;19:13;20:13,15;

 23:6;25:2,24;26:10,15;

 27:11;31:11;32:25;

 34:12;36:25;37:1;40:5;

 41:4;43:6;45:2;47:15,

 23;48:18;49:24;50:3;

 52:3,25;53:23

money's (1)

 25:15

Montali (1)

 7:5

month (5)

 43:16,16;46:9;49:22;

 85:6

more (19)

 17:11;18:9;24:8,9;

 27:22;30:17;46:13,15;

 49:6;54:11;55:3;60:7,

 20;88:16;90:10;91:25;

 108:22;110:4;112:11

morning (9)

 7:6,7;8:5;34:3;39:5;

 56:16;88:8;91:13;

 127:20

most (3)

 14:12;32:15;91:17

motion (35)

 7:19;17:12;18:4;

 21:8;48:5;49:5;50:2;

 54:7;55:9,18,21;70:2;

 71:7;72:1;100:12,12;

 107:24;108:2,7,16,18;

 116:2;117:2,15,17,19,

 22;118:16,18,23;119:1,

 3,4,16,21

motions (9)

 37:11;43:15;119:5,7;

 121:18;124:22,23;

 126:15;127:11

move (1)

 50:3

moved (1)

 50:25

moving (1)

 124:15

much (10)

 8:4;16:8;21:14;24:8;

 61:17;113:22;114:13;

 121:14;125:3;126:14

must (2)

 14:18;21:6

myself (2)

 49:23;108:25

N

name (6)

 20:4;32:1;39:9,11;

 101:11;114:17

narrow (7)

 83:9;87:9;88:15;

 90:12,25;125:18;

 127:13

nationwide (1)

 14:11

nature (5)

 31:9,10;39:22;

 103:16;109:1

near (1)

 50:10

necessarily (3)

 24:12;68:15,16

necessary (2)

 101:24;127:16

necessity (1)

 11:11

need (31)

 12:9;20:19;24:16;

 25:22;26:25;30:14;

 33:16;36:10,11;45:1,

 22;59:11;61:7;65:2;

 68:15;71:24;72:1,2;

 78:16;90:11;98:9;

 103:13;106:10;109:11,

 12;117:2;118:13;

 121:1;125:8;126:19,19

needed (6)

 11:23;15:6;23:7;

 31:16,21;33:23

needs (9)

 8:18;9:4;25:6;26:17;

 33:17;76:2;90:10;

 104:25;121:25

negotiations (1)

 94:10

neighbors (1)

 34:7

nest (1)

 9:4

new (17)

 9:23,23;10:1;15:25;

 23:8,8;27:9;28:21,22,

 23,24;33:17,21;38:16;

 66:7;68:3;82:20

newly (1)

 40:18

next (9)

 10:13;14:24;20:18;

 43:16;46:9;55:22;

 99:16;126:15;127:11

NextEra (7)

 63:14,15;65:8,18;

 66:18;73:3;113:18

nice (1)

 41:7

night (3)

 11:15;24:5;119:21

nine-year (1)

 115:16

Nobody (1)

 39:2

noise (1)

 34:8

nonbankruptcy (1)

 115:23

non-bankruptcy (1)

 92:20

none (1)

 60:12

nonexistent (1)

 55:11

nonproduction (1)

 120:9

nonreceipt (1)

 120:9

nor (2)

 49:7;53:19

normal (2)

 22:4;61:15

normally (1)

 119:4

North (2)

 115:5,19

nose (2)

 100:20,25

not- (1)

 19:2

note (3)

 51:14;52:2;53:24

notes (1)

 62:21

notice (1)

 95:16

noticed (1)

 10:15

notify (1)

 81:15

notion (2)

 21:12;105:10

notwithstanding (1)

 55:5

number (5)

 41:17;63:1;66:24;

 115:21;121:15

numbers (1)

 93:17

numerous (2)

 80:24;84:13

O

Oakland (12)

 57:7,11,12,22;58:4,4,

 11,13;59:8,17,19;60:6

Oakland- (1)

 57:18

object (4)

 26:10;32:11,13;

 113:3

objecting (1)

 32:12

objection (25)

 22:7;33:7;54:3;56:5,

 21;61:8;63:14,17,21,

 22;64:7,8;65:12,19;

 67:1;68:9;74:4,10,13;

 91:17,17;107:9;

 112:15;124:16;126:10

objections (7)

 55:16;65:8,9;66:20;

 67:13;68:6;76:23

objector (1)

 86:5

objectors (2)

 63:11,12

observed (1)

 43:7

obtain (2)

 21:18;57:2

obtained (2)

 42:1;60:5

obviously (7)

 53:25;62:23;94:5;

 97:6;111:20,23;113:2

occurs (1)

 18:24

off (3)

 48:8;86:14;117:21

Office (3)

 77:8;81:24;88:12

officer (6)

 19:3;26:7;54:22;

 60:4,12,25

officers (31)

 19:20;23:8,8;24:24;

 26:13,23;28:3,25;

 31:19;32:2,6,16;36:4,

 13;37:15;43:19;44:5,

 22;45:1,12;46:13,19,

 23;47:3,24;49:1;50:6;

 51:16;52:2;53:13;55:8

official (5)

 8:8;71:9;99:17,17;

 121:15

officially (1)

 72:19

offshore (3)

 16:22;42:18;43:2

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old (1)

 99:25

once (2)

 21:8;50:12

one (58)

 11:6,16;14:13;16:4;

 17:12,13;18:3;20:9;

 21:5;26:21;27:2;35:6,

 9;36:19;38:6;39:2;

 45:25;48:14;52:22;

 54:2,4;55:22;57:17;

 58:7;60:18;63:1,18;

 64:25;65:9;67:16;

 70:15,20;72:10;73:12,

 23;74:24;76:9,23;81:9;

 84:11,11;87:5;89:18,

 18;90:5;91:7,18;94:4,

 5;96:13;97:7,16;108:1;

 112:11;120:21;122:4,

 7;124:16

ones (5)

 41:16;46:24,25;

 73:24;96:17

one's (1)

 43:20

ongoing (1)

 56:5

only (22)

 7:20;8:4;15:14;

 20:13;35:8;36:17,19;

 38:8,9;42:1;43:17;

 53:4;57:5,5;65:7;

 67:12,21;88:19;94:4;

 96:17;119:19;126:14

oOo- (1)

 7:2

open (7)

 63:19;65:5;91:8,18;

 114:18;123:13;124:17

operates (1)

 80:1

opinion (1)

 59:12

opponent (1)

 110:4

opportunity (3)

 90:24;111:6,8

oppose (1)

 120:23

opposed (1)

 21:8

opposing (2)

 8:10,11

opposition (5)

 11:6,23;54:1;118:1;

 123:25

optics (2)

 29:4;55:5

order (72)

 7:3;39:15,21;47:14;

 55:19;61:13;62:9;63:5,

 8;64:19;65:25;68:8;

 69:1,8;72:17;73:6;

 76:5,7,14,18;77:1,17,

 19,21;78:17,18,19;

 79:18,22,23;80:1,4;

 81:3,15;82:14;84:10;

 86:15;87:18;89:12,12;

 91:21;92:17;93:20;

 95:2,18,20;96:9;97:2,

 18,21;98:2;104:15;

 108:20,24;112:19;

 114:1;115:22;116:5,

 14,18;118:5,18,19;

 120:1,2,8;121:25;

 126:19,23;127:3,14,16

orders (7)

 75:18;84:7,14;87:1;

 95:13;96:25;97:7

ordinary (1)

 48:19

original (3)

 11:22;22:19;24:6

Os (1)

 33:17

others (1)

 57:22

otherwise (5)

 48:19;65:20;66:5,10;

 76:11

ought (2)

 8:19;87:12

out (48)

 13:8,24;15:25;17:3;

 18:20;19:6;21:7;23:5;

 24:24;25:10;30:14;

 33:9;34:14;37:14;38:5;

 40:3;42:2;44:3;48:18;

 49:11,24;54:11;65:19;

 66:22,23,24;67:9;73:5;

 74:5,7,8,21;77:12;

 78:2;79:8;85:15;88:10;

 89:21,22,23;93:17;

 102:9,13,17;108:19,23;

 109:1;123:22

outcome (5)

 41:10;45:9;47:11;

 49:5;100:8

outflow (2)

 87:7;90:19

outrage (1)

 88:10

outside (18)

 67:17,22,23;72:24;

 73:18;93:22,23;94:23;

 95:5;97:18;98:22;

 99:18;116:13,16,20,21;

 122:9,21

outstanding (5)

 9:17;64:12;72:11;

 74:4;76:24

outweighs (1)

 55:11

over (12)

 34:6,6,8;49:22;

 53:20;55:7;65:1;81:1;

 103:3,23,24;124:16

overbroad (1)

 68:12

overrule (3)

 55:15;61:8;107:9

overseas (1)

 42:1

oversight (1)

 14:3

overview (1)

 36:11

own (8)

 9:4;20:14;33:5;

 49:10;53:23;54:8;

 92:11;125:6

P

page (5)

 15:12;21:13;78:2;

 81:21;82:19

pages (4)

 15:14,21;67:6;118:3

paid (7)

 16:9;47:22,22,25;

 49:1;92:5;99:24

paper (5)

 28:22;34:3,4;55:6;

 82:10

papers (7)

 11:22;15:25;24:7;

 33:17;42:10;48:10;

 75:1

parade (1)

 18:24

Paradise (1)

 34:11

paragraph (5)

 76:17;81:8,10,11;

 114:8

parallels (1)

 24:20

parent (4)

 35:22;37:1,16;38:8

pari (1)

 51:18

part (4)

 16:19;41:15;113:25;

 114:2

participate (1)

 108:8

participating (1)

 93:11

particular (6)

 68:8;70:2;71:2;72:3;

 105:21;121:5

particularly (1)

 34:2

parties (17)

 57:1;60:18;68:16;

 69:1;77:21;96:9;97:16,

 17;98:7;108:22;

 113:19;116:1;118:10;

 120:12,13;121:22;

 126:10

party (30)

 39:2;65:11;66:1,3,4,

 9;68:24;69:13,14;70:4,

 11;71:17;76:18;77:15;

 81:15;93:24,25;96:3;

 97:24,25;98:1,25;

 101:21;116:2,4,9;

 118:14;120:2,3,5

Pascuzzi (47)

 76:16,25;77:5,6,6,7,

 11,25;78:3,7,9,12;79:3,

 6,10,13,15,20,22;80:2,

 5,11,15,17,20;81:3,6,9,

 11,14,22,25;82:9,12;

 83:5;85:3;87:20;91:6;

 124:18;125:5,12,13,15,

 21;127:8,15,18

Pascuzzi's (3)

 63:24;75:24;90:23

passes (1)

 87:11

passi (1)

 51:18

past (3)

 16:3;41:13,14

Paul (1)

 77:6

pay (7)

 18:9,23;30:20,21;

 49:11;53:5;102:24

paying (7)

 13:24;28:5;31:24;

 35:5;37:15;45:14;

 52:11

payment (2)

 26:11;32:11

payouts (1)

 14:9

pays (1)

 19:13

peace (1)

 51:22

peanuts (1)

 43:8

pejorative (2)

 9:7;25:4

penalty (1)

 78:17

pending (3)

 40:15;48:15;62:23

PEO (1)

 112:23

people (33)

 12:8;13:11;25:25;

 32:11;35:8;46:21;

 48:25;53:9;69:9;74:25;

 75:19;79:11,15;88:1,

 16;89:2,23;93:1;95:24;

 96:15,18;99:10,19;

 102:23;104:8;108:1;

 111:18,22;117:15;

 119:3,7;120:4;123:13

per (2)

 80:1,3

perception (1)

 47:20

perfectly (2)

 105:25;109:16

perform (1)

 68:14

performing (1)

 70:8

perhaps (4)

 34:14;58:6;60:10;

 118:25

period (9)

 10:4;11:6;12:17;

 16:4;30:22;34:15;

 102:3,3;115:16

permission (1)

 80:18

permitted (4)

 65:20;66:5,10;72:13

person (18)

 54:21;78:4;80:9,11;

 82:18;83:1;85:14;86:7,

 22;87:14;101:18,18,

 20;110:1,3,8;114:8;

 121:6

personal (1)

 22:14

personnel (3)

 81:16;82:6,9

person's (1)

 79:18

perspective (4)

 30:6;103:17,19;

 105:22

petition (2)

 47:8,9

PG&E (19)

 7:11,16;13:24;16:6;

 34:6,8;40:2,2;58:5;

 59:4,8;80:8,24;89:10;

 102:25;104:2;114:25;

 115:13;120:6

ph (4)

 19:5;24:11;62:6,21

phone (9)

 56:15,17,18;62:25;

 78:23,23;113:13,16;

 120:18

phrase (1)

 103:21

pick (1)

 101:7

picking (1)

 78:23

pictures (1)

 34:4

piece (1)

 82:10

pin (1)

 54:16

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PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

pinning (1)

 50:12

Pino (19)

 56:15,16,16;57:4,8,

 24;58:1,21;59:11,15,

 21,25;60:2,3,10;61:2,5,

 18,20

place (14)

 14:17;25:13;30:7;

 47:4,4,5;63:8;74:11,

 13;86:15;107:1,4;

 126:23;127:2

placed (1)

 120:2

places (3)

 118:9;120:3,5

plaintiffs (1)

 14:14

plaintiff's (3)

 32:1;57:10;107:13

plan (9)

 15:23;34:15;47:20;

 49:10;50:10;51:13;

 94:10;106:18,18

plausible (1)

 9:22

play (4)

 40:5;45:12;82:19;

 102:13

played (1)

 54:11

players (1)

 123:22

plays (1)

 45:20

pleadings (1)

 77:9

pleasant (1)

 46:7

Please (2)

 25:21;62:16

pleased (1)

 63:11

plenty (2)

 8:5;49:4

pocket (1)

 47:18

podium (1)

 77:1

point (42)

 9:15;17:1;18:17;

 19:10,11;20:22;21:5;

 22:18;25:1;29:24;

 31:15,22;33:2,14;35:7;

 48:5;52:17;66:22;

 69:25;71:1,23,24;

 78:11;86:4,6;97:6;

 104:16;107:10;108:6;

 111:24;112:13;117:7,

 12;119:25;120:7;

 121:4,13;123:3,4,7,17;

 125:19

pointed (1)

 13:7

points (2)

 21:1;76:8

policies (9)

 9:17;10:14;12:21;

 13:9;15:11;32:18;

 41:15,24;47:4

policy (26)

 9:17,18;10:3,8,20,

 21;16:4,5,6,7;18:7;

 20:12,14,14;23:5;

 24:19;25:9;27:4,4;

 28:2;30:13,18;31:3;

 32:12,18;33:23

policy's (1)

 35:2

pony (1)

 19:22

position (11)

 38:13;43:25;45:18;

 76:13;91:19;94:2;97:1;

 106:20;123:11;124:1;

 126:11

positions (2)

 30:12;115:10

possession (1)

 124:9

possibility (1)

 42:7

post- (1)

 47:8

post-petition (7)

 18:11;27:20;31:25;

 46:1,10;47:13;51:18

potential (8)

 56:25;59:5;81:17;

 83:18;86:9;88:3;89:25;

 119:15

Power (3)

 63:21;64:1;88:1

practical (2)

 102:14;103:2

practice (2)

 89:16;120:10

pre- (1)

 47:7

predict (1)

 33:19

predisposing (1)

 100:17

preference (2)

 10:21;117:1

prejudiced (1)

 110:6

preliminarily (1)

 23:24

preliminary (1)

 21:2

prepare (2)

 8:4;108:14

prepared (2)

 62:21;112:25

pre-petition (6)

 10:21;18:8;27:4,10;

 47:6,12

present (1)

 55:12

presentation (2)

 54:14;55:16

presented (2)

 13:21,24

presiding (1)

 7:5

presumably (1)

 23:6

presumes (1)

 53:3

pretty (4)

 96:5;98:16;112:24;

 123:12

prevent (3)

 78:19;79:22,23

preventing (1)

 75:21

previous (1)

 48:17

previously (1)

 91:17

primarily (1)

 40:5

primary (2)

 23:23;65:23

principal (1)

 65:18

priorities (1)

 27:19

prioritization (1)

 33:20

priority (4)

 27:3,3,6;32:21

priority's (1)

 27:10

probably (7)

 39:8;45:13;49:14,25;

 55:6;87:1;95:3

probation (1)

 80:24

problem (11)

 12:6;22:22;45:25;

 58:10;87:19;90:19;

 105:15;116:1;123:5;

 124:9,14

problems (1)

 32:9

problem's (1)

 73:25

procedure (3)

 89:15;109:2,10

procedures (1)

 124:23

proceeded (1)

 96:24

proceeding (4)

 40:16,18;88:15;

 93:12

proceedings (2)

 80:25;127:22

process (10)

 12:3;57:20;104:23,

 25;106:19;108:11;

 110:22;116:5;120:25;

 121:1

produce (6)

 89:12,13;90:21;

 103:22;121:5,21

produced (9)

 68:11;91:21;92:16;

 94:7;95:20;116:3,4;

 120:12;121:21

producing (5)

 66:3;97:24;116:2;

 118:10;124:7

production (6)

 103:6,9;115:24;

 118:14;120:9,25

professional (2)

 45:7;56:24

professional-eyes-only (1)

 112:18

program (2)

 44:17;45:23

progress (3)

 50:1;63:11;64:18

prohibit (1)

 83:5

prohibits (1)

 77:14

promptly (1)

 73:8

pronouncing (1)

 101:10

proper (1)

 48:9

property (1)

 100:1

proposal (1)

 65:16

propose (2)

 74:25;124:10

proposing (2)

 103:4,5

proposition (2)

 16:1;87:6

prosecuted (1)

 14:20

protected (3)

 9:14,15;84:4

protecting (3)

 43:6;46:18;118:9

protection (4)

 21:16;43:19;44:4;

 53:14

protective (53)

 39:15,21;62:8;63:5,

 8;64:19;65:25;69:1,8;

 72:17;73:6;75:18;76:5,

 7,14,18;79:18,22,23;

 81:15;84:6,10,13;

 86:15;87:1,17;91:21;

 92:17;93:20;95:2,13,

 18,20;96:9;97:2,18,21;

 98:2;100:7;104:15;

 108:20,24;115:22;

 116:5,14,18;118:5,18,

 19;120:1,2,8;121:25

protective-order (5)

 68:18,25;69:5;70:12;

 75:2

provide (4)

 15:17;52:25;78:6;

 79:21

provided (2)

 76:10;81:12

provides (2)

 56:23;66:9

province (3)

 75:14,17;86:24

provision (16)

 47:5;65:24;66:23;

 68:25;74:12,13;75:16;

 77:13;83:22,24;84:24;

 86:13;93:20;97:21;

 116:13;126:20

provisions (2)

 41:17;47:4

public (3)

 14:16;21:14;89:14

PUC (1)

 80:24

punitive (1)

 41:18

purchase (1)

 16:3

purpose (2)

 77:16;110:14

purposes (2)

 48:8;100:1

pursuant (3)

 91:21;92:16;95:20

put (30)

 10:22;23:22;28:3,11;

 31:11;33:16;42:24;

 47:18;48:24;51:11,19,

 21;54:15,25;63:8;

 74:11,13;76:11;81:21;

 86:15;88:10;95:16;

 98:5;122:22,22;

 123:11;125:9,23;

 126:22;127:2

puts (3)

 17:13;45:18;116:8

putting (8)

 14:17;20:15;48:18;

 49:3;68:12;78:1;

 120:12;126:11

Q

qualifier (1)

 95:5

quarterly (1)

 38:22

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PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

quasi (1)

 75:20

quasi-attorney (1)

 74:15

question's (1)

 13:1

quote (1)

 87:17

R

rainy (1)

 48:24

raise (2)

 42:7;113:3

raised (6)

 37:24;42:9;56:13,21;

 65:18;67:17

raising (1)

 112:17

Range (2)

 115:4,20

rather (5)

 12:1;26:13;59:21;

 120:12;127:8

ratio (1)

 37:3

rationale (1)

 75:1

reach (2)

 48:18;125:5

read (10)

 7:23;15:20;22:15;

 24:5;34:3;48:10;55:6,

 6;99:16;119:19

Reading (2)

 18:14;119:21

reads (1)

 98:21

real (8)

 25:9;33:18,19;34:10,

 11;50:13;68:17;96:13

realistically (1)

 34:11

reality (1)

 54:19

realize (2)

 49:24;100:16

reallocated (1)

 53:9

really (28)

 7:24;9:2,15,23;

 11:11,24;12:2,22;

 16:13,15;18:21;20:1;

 21:6;33:4;44:17;45:10,

 22;51:12;54:16;60:8;

 73:2;76:8;84:25;91:19;

 93:20;98:4;101:24;

 121:14

realm (1)

 44:3

reason (14)

 9:25;24:14,15,17;

 27:22;59:4;65:7;83:22;

 86:5;94:4,5;95:11;

 99:23;123:14

reasonable (1)

 34:15

reasonably (2)

 117:3;123:25

reasons (7)

 26:20;44:4;55:15,18,

 19;61:10;71:23

recall (2)

 42:10;55:19

receipt (1)

 120:9

receive (3)

 116:11,16,21

received (1)

 115:12

receives (1)

 74:14

receiving (6)

 69:13;70:4;77:15;

 81:15;101:21;105:3

recently (1)

 28:13

recipient (1)

 87:8

recognition (1)

 73:6

recognize (5)

 9:13;27:25;30:12;

 39:7;65:24

recognizing (1)

 33:18

record (6)

 57:21;59:23;61:5;

 112:3,3;119:18

refer (1)

 23:2

reference (2)

 42:9;49:21

referred (1)

 27:3

refiling (1)

 40:19

refuse (2)

 78:6;111:9

regarding (8)

 57:21;58:3;93:25;

 96:3,25;98:25;99:4,7

regardless (1)

 86:23

regime (1)

 100:7

regular (2)

 23:5;25:7

regulate (2)

 79:3;84:20

regulated (2)

 75:19;84:21

regulation (2)

 78:15;86:19

regulations (1)

 56:23

regulators (2)

 76:10,13

regulatory (8)

 78:24;80:13,25;

 81:16;82:6,8;85:9;

 87:14

reinvent (1)

 125:17

reiterate (1)

 44:16

relate (3)

 24:1;47:5;84:16

related (6)

 40:4;41:1;65:19;

 94:11;98:8;112:13

relates (3)

 65:9;67:22,23

relating (4)

 32:21;41:14;57:18;

 93:12

relation (3)

 26:21;27:2;33:20

relationships (1)

 59:13

relative (1)

 47:15

relatively (3)

 14:19;49:8;53:19

release (8)

 85:6,7,16;86:2,5;

 87:12;105:10,13

released (1)

 85:18

relevant (2)

 41:21;43:17

relief (16)

 54:3;80:9,11;100:14;

 108:21;117:1,15,17,20;

 118:16,18,23;119:5,8,

 22;123:18

rely (3)

 12:7;51:17;65:3

relying (1)

 12:1

remaining (1)

 61:8

remains (1)

 72:23

remanded (1)

 118:11

remarks (1)

 8:15

remember (3)

 39:9;87:4;114:17

remove (1)

 33:22

reorganized (1)

 18:8

repeating (1)

 108:25

reply (4)

 15:24;21:6;125:16;

 126:13

report (4)

 78:16;80:21;82:5;

 85:5

reporting (1)

 79:15

represent (12)

 34:23;57:9,18;60:5,

 18;91:20;93:10,25;

 98:7;115:9,17,21

representation (6)

 57:13;58:2,15;59:22;

 60:23;61:6

representatives (1)

 117:5

represented (1)

 70:2

representing (3)

 59:2;80:7;99:22

represents (4)

 53:15,25;91:24;

 115:18

request (36)

 66:9;68:12,17,18,18;

 69:6,15,22;70:3,5;

 71:14,24;77:24;78:13;

 80:1,8;85:4;98:14;

 99:13;101:18,20,22;

 105:25;106:3;109:15;

 111:1;115:25;120:16;

 121:2,10;122:16,17,24;

 123:12,14,24

request-by-request (1)

 68:23

requested (3)

 116:7;120:17;123:25

requester (1)

 86:3

requesting (3)

 118:14;120:3,4

requests (9)

 68:20;98:23;100:21,

 22;101:1,3;121:23;

 123:9,13

require (1)

 120:11

required (2)

 59:14,15

requires (1)

 112:19

requiring (1)

 56:1

reservations (1)

 24:18

resist (1)

 109:2

resolution (1)

 65:12

resolve (3)

 68:3;74:10;111:24

resolved (11)

 54:10;63:2,12,13,20;

 64:22;66:20;67:1,19;

 90:11;91:18

respect (13)

 67:22;73:15;89:20;

 94:19;98:6;99:1,1,9,16,

 20,22;113:23;121:17

respectfully (2)

 25:23;109:10

respond (9)

 58:9;68:21;73:25,25;

 100:22;120:21;122:25;

 125:14;127:12

responded (2)

 33:6;80:3

response (8)

 7:25;8:5;21:9;69:23;

 73:21;77:24;78:13;

 127:10

responses (1)

 118:23

rest (1)

 92:20

restrict (1)

 89:13

result (3)

 9:22;13:21;16:7

retained (5)

 92:13;93:25;98:7,24;

 99:9

retainer (2)

 52:12,14

retention (1)

 56:5

returns (1)

 17:8

reveal (1)

 78:14

revealed (1)

 81:17

reverse (1)

 77:1

review (2)

 60:11,24

reviewed (1)

 56:19

reviewing (1)

 62:20

revisit (1)

 118:17

Richard (2)

 62:14,17

right (149)

 7:14,20,22,22;8:6,15,

 22,23,24;9:12,20;10:5,

 10,13,16,18,18;12:4,

 11,19,23;13:17,19;

 14:3,5,22,25;15:1,2,8,

 19,22;17:3,6;18:14;

 19:3,8;20:7,17,20,20;

 24:9,20;26:17;27:8,22;

 29:11;30:2,3,10,24;

 31:18,21;32:10;33:11;

 34:15;35:9,17,21;36:2,

 3;37:1,21;38:3,10;

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of 147
PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

 39:20;40:16,17,20,22,

 23;41:11;42:11,13;

 46:7,12;47:2,14;50:10,

 11;52:16,21;56:4,14;

 57:6;59:9;62:8,11;

 63:6;67:6,11;69:12,18;

 70:19;71:4,14,20;

 73:11,14,19;74:6;

 76:21;77:10;79:19;

 80:2,5;82:20;86:4;

 89:1;90:6;92:2,5;93:1;

 94:13;95:3,8;96:23;

 99:1;100:5,14,19;

 101:8,13,16,20;102:1;

 104:24;105:22;107:5,

 8;109:10,14;110:19;

 112:8,17;113:13;

 114:3,18;115:2;

 116:19;117:16,18;

 121:7;122:10;126:4,7,

 16,25,25

rights (1)

 24:18

ripe (1)

 102:4

rise (1)

 7:4

risk (15)

 9:16;10:23;16:10,13;

 27:12;29:19;33:20;

 49:2;51:20,25,25;82:4;

 110:5;112:20,21

risks (3)

 27:25;33:18;54:21

road (2)

 112:16;119:22

role (7)

 38:12;54:17,17;70:8;

 71:6,9;121:16

room (3)

 46:1;53:3;88:8

rug (11)

 16:20,23;25:2;26:15;

 30:18;33:9;34:1;42:25;

 44:23;48:24;49:12

rule (5)

 74:22;75:4,5;97:16;

 103:24

rules (9)

 21:10;56:23;59:14;

 69:5;76:20;84:2;85:4,

 17;100:17

ruling (1)

 72:7

run (1)

 110:15

running (1)

 46:19

run-of-the-mill (1)

 45:6

S

safely (1)

 16:21

safety (2)

 14:17;21:16

same (23)

 23:19;28:2;32:17;

 33:10;36:3;47:4,5;

 58:22;63:23;68:14;

 69:6;70:8,21,22;76:13;

 97:20,20;105:8,8;

 117:5;122:9,23;126:11

SAN (4)

 7:1;40:3;51:3;115:1

sanctions (3)

 78:17,18;82:5

satisfaction (1)

 61:10

satisfied (4)

 55:10;56:10;60:23;

 65:12

satisfy (2)

 20:13;114:11

saying (25)

 12:7;14:16;20:16;

 30:9;31:4;33:3;44:6;

 53:3;74:19;85:10;

 86:16;89:14,24;90:4,

 18,18;96:14;100:17;

 107:12,19;109:14,17;

 121:8;122:15,22

scope (1)

 77:13

screening (1)

 87:11

scrutiny (1)

 9:2

sealed (1)

 39:19

sealing (1)

 39:22

season (1)

 34:14

second (7)

 54:18;63:13;64:3,6;

 65:1;72:10;102:8

second-guess (1)

 54:19

secondly (1)

 21:12

section (11)

 66:23;67:1,5,6;74:8;

 77:13;78:17;118:3,5,9;

 120:5

sections (2)

 122:5,6

securities (3)

 14:15;40:21;84:21

seek (3)

 72:12;80:9,11

seeking (2)

 68:9;117:1

seeks (1)

 60:15

seem (1)

 126:12

seemed (1)

 21:7

seems (10)

 9:21;83:9;85:13;

 87:10;117:2;118:12;

 124:8;125:7;126:10,22

sees (1)

 71:11

seized (1)

 12:14

selected (1)

 15:14

self (1)

 41:5

self- (1)

 45:22

self-insurance (8)

 20:3,4,7;25:17,22;

 31:7;41:5;44:17

send (5)

 45:16;90:2;103:7,23,

 24

sends (1)

 109:15

sense (10)

 41:2;50:2;53:18;

 54:13;55:14;70:5;

 85:22;97:1;118:25;

 121:22

sent (2)

 30:8;104:8

sentence (4)

 66:7;74:24;81:9;

 99:16

separate (6)

 24:18,21;69:13;89:8;

 92:13;99:12

separately (1)

 123:8

sequencing (1)

 10:5

serious (1)

 81:1

served (1)

 46:17

serves (1)

 54:22

serving (1)

 43:18

session (1)

 7:4

sessions (1)

 15:7

set (6)

 17:6,7;18:22;21:25;

 26:14;28:24

set-aside (1)

 44:23

setting (3)

 47:23;53:6;105:23

settlements (1)

 13:22

seven (2)

 14:1;126:8

shall (1)

 81:14

shape (1)

 86:14

share (5)

 41:7;73:17;105:14;

 106:21;111:18

shared (1)

 96:11

shares (1)

 88:15

sharing (4)

 91:11;96:25;110:6;

 111:21

sheet (1)

 81:19

Sheriff's (2)

 115:4,20

Ship (4)

 57:9;58:4,5,5

shoes (2)

 99:25;102:25

short (4)

 12:17;91:9;102:3;

 125:17

show (7)

 66:5,9;72:12;73:3;

 79:16;103:9;120:11

showed (2)

 34:4;39:8

showing (2)

 107:6;116:3

shows (1)

 118:13

shred (1)

 84:23

shuffle (1)

 114:1

sic (3)

 25:10;43:25;47:12

Side (3)

 28:2;49:9;111:21

sides (1)

 90:12

sign (6)

 95:17;97:16,17;98:1,

 2;116:10

signed (3)

 46:25;87:18,19

significant (3)

 16:8;37:11;46:9

signing (1)

 97:22

silent (1)

 76:13

similar (1)

 41:25

similarly (2)

 21:17;111:18

simple (4)

 21:7;87:10;94:4;

 116:19

simpler (1)

 54:25

simplicity (1)

 53:17

simply (9)

 62:22;68:18;76:18;

 87:25;97:16;111:24;

 119:25;120:7;122:2

single (1)

 84:23

sit (2)

 15:20;21:15

sits (2)

 16:21,22

sitting (2)

 40:1;88:7

situated (2)

 21:17;111:18

situation (4)

 44:3;55:11;102:15;

 123:16

situations (2)

 100:20;122:15

six (1)

 14:1

sixty (1)

 15:21

sixty-four-dollar (1)

 8:9

six-year (1)

 16:10

SLACK (145)

 62:10,12,13,14,17,

 17,19;63:3,7,17,20,25;

 64:2,11,15,17,22,24;

 65:4,7,11,15;66:16,18,

 22;67:3,6,10,12,15,21;

 68:6;69:7,12,19;70:1,

 19,23;71:1,5,14,16,20,

 22;72:10;73:11,15,19,

 22;74:2,4,7,10,23;75:7,

 10,14;76:1,2,5,7,21;

 81:21;82:15,21,23;

 83:11,17;84:9,12,16,

 18,20;85:20,22;86:1,4,

 12;87:22,25;88:5,6,21,

 24;89:6,8,17,19;90:2,6,

 8,14;91:2,4,16;92:14;

 94:25;96:11;98:9,15;

 99:1,5,7;100:5,10,19;

 101:6,8,16,20;102:2,

 12;103:4,22;104:10,13,

 20,22,24;105:6;108:6;

 113:23;114:4,6,18;

 120:20,24;121:8,20;

 122:12,19,21;123:2;

 125:3,9,22;126:1,4,9,

 16,21,22;127:1,5,9

Slack's (2)

 123:10;124:16

slippery (1)

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of 147
PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

 104:11

slope (1)

 104:11

small (2)

 48:25;49:8

Smith (1)

 103:24

solution (1)

 105:16

solve (1)

 58:10

solved (3)

 73:25;103:14;105:15

solvency (1)

 41:9

solvent (3)

 52:24;53:4,5

somebody (17)

 25:20;66:2,5,10;

 76:22;82:16;85:22;

 87:12;88:7,12;89:9;

 96:12;98:16,18;99:8;

 105:6;115:25

somebody's (2)

 49:10;90:20

somehow (5)

 18:7;32:1;50:3;84:5;

 104:15

someone (8)

 28:19;65:20;67:17;

 80:1,7;88:14;99:24;

 110:6

something's (1)

 74:16

sometimes (1)

 24:17

somewhere (1)

 97:13

Sonoma (3)

 63:20;64:1;66:25

sooner (1)

 17:4

Sorry (7)

 17:23;50:23;67:18;

 87:6;112:10;113:17;

 118:2

sort (5)

 12:9;69:22;82:16;

 89:14;123:23

sought (1)

 56:22

sound (3)

 11:22;98:10;112:5

sounded (1)

 22:25

Sounds (1)

 66:17

sources (2)

 12:8;36:25

South (2)

 42:11,16

Southern (1)

 51:8

space (1)

 84:25

speak (2)

 77:1;94:18

SPEAKER (1)

 126:6

speaking (6)

 77:2;91:11;92:6;

 93:3;95:16;113:18

special (3)

 9:1;52:12;102:17

specialty (3)

 96:18;110:7,9

specific (13)

 24:9;69:9;71:24,24;

 72:1,1;97:10;98:6;

 99:13;100:20,25;

 113:4;121:23

specifically (3)

 17:11;74:20;116:16

specifics (2)

 10:4;109:2

specified (1)

 114:8

spectrum (1)

 121:22

speculate (1)

 33:6

spending (1)

 7:24

spent (1)

 23:5

spiteful (1)

 89:18

split (1)

 35:13

spokesperson (1)

 114:15

spot (1)

 54:15

staff (1)

 12:8

stand (5)

 17:24,24;33:16;

 48:13;76:22

standalone (1)

 81:11

standard (3)

 8:17,19;14:12

standing (3)

 35:16;85:3;119:15

standpoint (1)

 48:16

started (1)

 114:25

state (19)

 59:18;62:15;64:5;

 74:5,18,20;75:3;76:13;

 77:8;78:16;80:7;86:19;

 89:20;93:11;100:15;

 108:9,12;110:15;

 118:11

state-agen (1)

 63:24

stated (1)

 55:20

statement (1)

 60:21

States (1)

 88:9

stating (1)

 39:11

status (2)

 62:23;104:16

statutes (2)

 75:11;86:23

stay (21)

 50:7;54:23;100:15;

 104:21;107:20;108:1,

 7,9,21;110:15;117:1,

 15,17,20;118:16,19,23;

 119:5,8,22;123:18

stayed (8)

 13:12,18;93:16;98:8;

 108:3,5;119:7;124:17

Stephen (1)

 50:24

steps (1)

 99:25

STERN (6)

 113:15,17,18,21;

 114:11,12

stick (1)

 123:9

sticking (2)

 25:2;124:19

still (21)

 8:10,11;18:20;19:4,

 5;26:16;32:3;43:10;

 48:15;49:8;62:23,24;

 64:2,3,12;73:23;87:5,

 19;98:22;99:8;118:15

Stone (105)

 8:7,7,9,11,15,24;9:1,

 6,9,11,13,21;10:6,8,11,

 13,18;11:1,10,13,18,

 20;12:5,11,13,15,20,

 24;13:3,5,7,14,17,20;

 14:5,8,22,25;15:2,4,9,

 16,19,22,24;16:18,24;

 17:1,4,7,10,15,18,21;

 18:1,3,13,15,17,19;

 19:7,9,11,14,17,19,24;

 20:2,5,8,11,17,21;

 31:23;33:18;36:19;

 39:1;44:14,15;45:4,17;

 46:4,11,13,20,22,25;

 47:3,17,25;48:7,12,16;

 49:14,16,18,20;50:11,

 15,18;51:16,24;52:23;

 54:15;55:16

stones (1)

 89:10

stop (1)

 109:25

street (1)

 38:16

stricken (1)

 98:1

strictures (1)

 118:13

strikes (1)

 76:15

struggled (1)

 54:8

stuff (3)

 90:4;111:21;123:25

sub (1)

 37:1

subdivision (1)

 116:15

subject (4)

 37:25;78:18;80:24;

 82:4

submission (1)

 11:14

submit (2)

 22:14;125:23

submitted (3)

 23:21;60:11;127:13

subro (7)

 106:5;107:13;

 109:11,18;110:1,3;

 122:10

subrogation (38)

 64:8;67:24;72:11,24;

 73:10,16;77:3;91:10,

 15;92:3,19;93:2,6;

 94:2,5;96:1,7;98:6,8;

 99:22,23;100:13;

 101:25;102:19;103:7,

 15;104:1,11,15;

 106:22;115:7;116:13;

 122:11,15,16;123:16;

 124:17;126:24

subsequent (2)

 18:25;58:18

subsequently (1)

 113:22

subset (1)

 48:25

substantially (1)

 117:4

successful (1)

 41:6

successfully (1)

 18:6

such-and-such (1)

 85:14

sue (2)

 104:17;105:6

sufficient (1)

 9:24

suggest (4)

 14:11;83:21;109:9;

 124:5

suggested (1)

 43:20

suggestion (4)

 71:8;76:10;116:15,

 23

suggests (2)

 17:2;44:1

suing (6)

 106:5,8;107:14,19;

 109:6,8

suit (2)

 107:23;110:16

summarize (2)

 62:24;64:13

summons (1)

 46:18

superpriority (1)

 44:18

supplement (1)

 57:21

supplemental (4)

 22:7;56:10,20;57:14

support (5)

 63:8;75:15,16;83:24;

 84:24

supports (1)

 120:15

suppose (2)

 106:18,18

supposed (2)

 54:18;106:22

Sure (30)

 7:20;17:12;21:4,21;

 25:15;26:9;32:5,7;

 35:12;37:12;47:17,21;

 49:4;50:22;55:25;

 61:14;64:21;73:8;

 78:10;95:14,19;105:3,

 18;108:12;117:6;

 122:6;124:21;125:11,

 11,22

surfacing (1)

 58:19

surprised (1)

 11:13

survey (1)

 14:11

sweet (1)

 125:17

system (1)

 14:21

T

tail (3)

 16:4,6,10

talk (4)

 64:6;101:25;119:11;

 124:7

talked (3)

 22:20,20;44:21

talking (15)

 29:16;41:25;77:18;

 78:20,22,22;82:1,2;

 88:21;95:23;102:14,

 16;103:2;104:9;125:20

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of 147
PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

talks (1)

 114:8

tantamount (1)

 44:18

target (2)

 80:20;124:16

TCC (27)

 63:4;68:11,14,15,19;

 69:3,4,9;70:4,8,11;

 71:5,9,11;72:5,7;

 93:21;114:21;115:9;

 117:3,5;120:15,15,18,

 19;121:15,21

TCC's (1)

 57:17

technically (1)

 95:16

tee (1)

 12:1

telephone (1)

 58:22

telling (5)

 50:6;78:25;85:7;

 88:18,19

tells (1)

 46:6

temperature (1)

 50:8

ten (1)

 103:12

tentative (1)

 90:22

tents (1)

 43:12

tenuous (2)

 46:14,15

term (7)

 9:8;16:5;24:12;

 50:10;70:18;91:9;

 99:25

terms (7)

 43:22;95:2,18;96:8;

 97:18;120:1;122:1

terrible (1)

 45:18

territory (1)

 104:6

test (2)

 96:12,13

testified (3)

 15:5,10;33:15

tests (2)

 28:22,22

thanks (2)

 54:24;61:17

theory (2)

 38:5;41:3

therefore (11)

 14:18;53:6;63:7;

 68:15;76:18;99:24;

 101:21;102:24;117:6,

 7,8

there'll (1)

 108:11

thereof (1)

 13:23

there're (8)

 8:13;22:25;35:8,22,

 25;41:4;64:2,3

thinking (2)

 40:1;90:22

third (1)

 98:3

though (13)

 21:10;22:6;52:7;

 67:4;69:7;72:16;76:16,

 17;77:12;79:25;

 107:20;116:20;126:17

thought (7)

 40:13,24;63:1;96:14;

 113:3;114:2;118:3

thousands (3)

 53:25,25;115:12

three (9)

 7:20;64:3,11;66:11,

 14,14;67:12;68:6;

 76:23

three-day (1)

 69:23

three-day/five- (1)

 113:24

three-to-five (1)

 66:11

three-to-five-day (1)

 73:20

throughout (1)

 115:6

throwing (1)

 89:10

tie (1)

 77:12

tight (1)

 118:13

till (1)

 54:23

Times (5)

 28:21,22,23;39:8;

 82:20

timing (3)

 11:4;13:8;30:6

today (27)

 7:10,13;11:9,15;

 18:4;27:9;34:4;45:1,9;

 50:15;54:10;56:15;

 68:17;79:1;90:24;

 92:14,18;97:16;108:3,

 5,23;118:22;119:10,

 11;125:2;126:5,7

together (1)

 19:22

told (5)

 11:25;101:4;111:10;

 120:18,19

tomorrow (2)

 44:25;55:7

took (3)

 12:17;30:7;96:11

toothbrush (1)

 107:7

tort (7)

 43:24;53:24;55:12;

 56:7,9;61:9;82:13

touched (1)

 114:19

toward (1)

 13:18

towards (1)

 50:3

track (2)

 103:13;113:8

tradeoff (1)

 55:10

traditional (4)

 31:5;34:17;39:22;

 76:20

trailers (1)

 43:14

transaction (1)

 9:3

transcript (1)

 22:14

treasury (1)

 18:9

treated (1)

 123:8

treats (1)

 120:8

trial (1)

 118:11

trigger (3)

 32:19;69:23;109:2

triggered (1)

 31:20

triggers (2)

 69:6;73:20

trouble (3)

 85:1;87:6;118:21

troublemaker (1)

 89:9

true (14)

 8:21;26:18;29:22;

 36:3,12;45:2;46:4,8;

 49:13;55:6,8;60:6;

 63:3;69:19

truly (1)

 89:21

trust (2)

 16:23;26:15

try (5)

 25:25;98:11;113:8;

 123:21;125:8

trying (8)

 9:3;54:15;79:8;

 83:23;102:9;103:11;

 104:7;123:5

Tsekerides (156)

 7:12,13,18,22;8:1;

 20:23,24;21:4,21;22:1,

 3,5,10,13,17,23;23:2,

 11,13,15,17,19;24:1,4,

 6,10,13,23;25:1,7,13,

 15,18,23;26:2,4,6,9,12,

 18,20;27:8,17,22,24;

 28:8,11,13,17,19;29:1,

 3,5,7,9,12,15,18,24;

 30:3,6,11,19,24;31:1,3,

 6,8,13,15,19;32:5,7,10,

 23,25;33:11,14;34:1,

 12,16,19,22,25;35:10,

 12,15,21,24;36:2,5,22;

 37:2,5,7,13,17,19,21,

 23;38:3,10,13,15,20,

 23,25;40:10,12,17,20;

 42:11,12,14,16,20,24;

 44:21;47:14;49:8;

 50:19;55:17,23;

 105:17,19;106:7,9,12,

 16,24;107:3,8,10,16,

 18,21,25;108:11,17;

 109:4,7,9,21,23,25;

 110:8,12,18,22,24;

 111:2,5,10,12;112:4,7

Tsekerides' (1)

 41:3

Tubbs (2)

 43:17;100:12

tucked (1)

 16:20

TUESDAY (1)

 7:1

turn (6)

 49:12;50:8;108:15;

 111:14;123:14,22

turned (1)

 116:6

turns (1)

 120:24

tutorial (1)

 21:10

twenty (1)

 93:9

twenty-four-hour (1)

 11:6

two (21)

 19:22;27:2;36:25,25;

 38:5,5,6;51:7;57:5;

 58:6;61:10;63:12;76:8;

 82:7;89:6;103:25;

 116:25;117:14;118:24;

 119:22;120:21

type (1)

 100:22

typical (3)

 8:19;77:19;122:1

typically (1)

 88:16

U

ubiquitous (2)

 21:17,20

UCC (2)

 63:4;93:21

umbrage (1)

 19:5

umbrella (1)

 81:1

Um-hum (6)

 13:19;37:2;83:16;

 96:4;102:1;104:3

uncertainty (3)

 24:14,15;33:22

under (40)

 16:20,23;20:15;25:2;

 26:15;30:17;33:9;34:1;

 36:25;39:18,22;42:25;

 44:23;48:24;49:12;

 51:13;54:23;59:14;

 65:21;68:2;69:4,8;

 70:16;73:5;77:20;

 78:17;80:23;85:4;

 89:15;95:20;97:19;

 98:23;99:13;100:14;

 101:3;111:6;114:9;

 116:21;118:3;124:23

underlying (3)

 24:20;35:1;39:14

understood (8)

 10:16;13:17;39:24;

 65:23;78:3,3;118:20;

 119:20

undertaken (1)

 21:18

unfairly (1)

 53:9

UNIDENTIFIED (1)

 126:6

unique (2)

 41:16;84:6

UNISON (2)

 7:7;127:21

unit (2)

 81:17;82:9

United (1)

 88:9

universe (4)

 50:5;55:12;111:17;

 124:8

unless (4)

 11:9;19:4;100:8;

 125:5

unlike (2)

 33:18;45:5

unnecessary (1)

 124:22

unreasonable (1)

 98:10

unredacted (1)

 15:17

unrelated (2)

 59:8,8

unresolved (7)

 62:24;63:2;65:6,9;

 67:13,21;68:6

unsecured (8)

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of 147
PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

 8:8;33:4,7;43:24;

 48:5;54:4,12,17

unstayed (1)

 13:16

unsympathetic (1)

 54:21

unusual (2)

 44:2,2

unwashed (1)

 92:23

up (41)

 11:2;12:1;17:23;

 18:23;19:22;24:18;

 33:5;37:11;39:8;41:12;

 43:16;47:1;49:3;52:17;

 59:23;62:22;64:19;

 75:8;76:22;78:23;

 79:16;81:19,23;82:10;

 83:3;86:7,10,10;91:6;

 94:9;95:12,15;101:7;

 105:23;107:6;117:20;

 118:17;123:5,7;

 126:15,19

upcoming (1)

 71:7

uploaded (3)

 61:13,14,14

upon (2)

 56:6;76:17

upset (1)

 22:15

upside (1)

 116:6

use (22)

 31:15,16;48:22;

 52:17;66:11;72:15;

 77:14,14;79:23;80:9;

 86:17,23;87:3;89:13,

 15;99:25;100:7;

 106:10;107:18;108:13;

 110:9,14

used (6)

 16:18;30:13;38:15;

 52:10;57:20;112:4

using (1)

 110:20

usually (1)

 119:5

utility (5)

 9:13;35:15,23;37:15;

 38:9

V

value (2)

 94:9,12

valuing (1)

 94:15

valve (1)

 21:16

various (1)

 43:21

vast (1)

 124:8

vernacular (1)

 38:16

versa (2)

 35:25;37:16

version (1)

 65:1

versus (1)

 101:2

vice (2)

 35:25;37:16

victim (5)

 47:10;68:8;99:24;

 100:1;102:24

victims (14)

 28:10,14;49:7,24;

 50:4,14;68:13;71:10;

 72:2,6;114:15;115:19;

 118:25;121:9

victims' (1)

 43:25

view (11)

 36:7;48:5;67:15;

 68:1;69:25;72:25;

 83:19;97:6;123:11;

 124:20;125:19

vindictive (1)

 89:18

Vineyards (2)

 59:1,3

violated (2)

 97:2;103:23

violation (8)

 78:14,18;81:14,17;

 83:18;86:9;88:3;89:25

violations (1)

 80:15

vis-a-vs (1)

 102:25

voice (2)

 33:5;50:23

volunteer (1)

 89:11

W

wait (4)

 24:11;45:10,11;

 118:22

waiver (3)

 59:4,11;72:25

waivers (1)

 57:2

waiving (1)

 110:15

walk (3)

 64:20;65:8;66:22

wants (13)

 39:3;44:4;68:24;

 75:17,25;83:9;86:21;

 105:6;106:4;108:1;

 110:9;120:20;121:2

warehouse (1)

 57:19

waste (1)

 124:22

way (37)

 10:16;12:4;13:11;

 21:7,8;38:5;49:11;

 53:14;54:9;55:4,4,4;

 68:21;69:8;72:4;76:8;

 86:12;87:13;91:7;

 94:11;96:24;97:20;

 98:3,20,20,21;108:23;

 109:5;111:21,23,25;

 114:6;115:24;116:19;

 120:7;122:3;123:8

ways (4)

 13:7;94:9;97:15;

 98:4

weak (1)

 14:19

week (5)

 124:11;125:10,14;

 126:1;127:10

weeks (2)

 37:11;119:22

Weil (1)

 62:19

Welcome (1)

 7:8

well- (1)

 69:17

weren't (1)

 39:14

what's (15)

 16:15;20:9;22:2;

 33:19;48:19;53:6;

 62:23,24;63:2;65:3,5,

 6;76:16;104:12;118:22

wheel (1)

 125:17

whereas (1)

 120:5

Where's (2)

 94:21;102:14

Whereupon (1)

 127:22

whistle (3)

 74:17;79:19;80:19

whistle-blow (1)

 84:4

whistleblower (7)

 74:15,22;75:5;79:21;

 86:23;105:9;125:18

whistleblowers (4)

 75:12;84:2,3;115:21

who'd (1)

 64:5

whoever's (1)

 77:2

whole (4)

 19:10;80:25;99:18;

 104:16

whomever (1)

 86:6

Who's (13)

 8:3;31:17;46:18;

 57:25;66:5,10;83:13;

 86:10,10;91:11;94:14;

 105:2;107:13

wildfire (3)

 51:15,19;93:12

Williams' (1)

 41:14

willing (4)

 11:2;33:15;87:12,12

Willkie (2)

 91:14;95:22

Willoughby (1)

 77:7

win (1)

 32:19

window (1)

 33:9

winery (1)

 57:24

wiring (1)

 14:7

wish (1)

 54:24

wished (1)

 54:10

within (4)

 17:3;34:22;94:3;

 96:8

without (8)

 21:15;30:1,3;31:23;

 76:14;82:4;90:10;95:5

witness (3)

 22:12,13,14

word (3)

 16:22;37:22;60:20

worded (1)

 116:20

words (11)

 12:4;35:5;44:24;

 45:10;47:20;66:1;

 69:24;70:15;75:3;84:2;

 97:10

work (16)

 12:4;31:10;55:4;

 72:4,4;73:10;80:15;

 97:7;102:11;103:3;

 105:11;108:24;111:24;

 112:4;125:10;127:1

worked (4)

 65:19;66:24;73:5;

 115:6

working (2)

 103:15,25

works (5)

 69:8;76:7;86:12;

 114:6;115:24

world (2)

 27:21;79:2

worried (3)

 11:17,21;29:21

worry (1)

 51:24

worrying (1)

 119:10

worse (1)

 86:14

worth (1)

 21:25

written (13)

 57:2,12,21;58:13,23;

 59:18;60:5,11,14;61:6;

 95:10;120:3,8

wrong (11)

 9:8;16:22;40:3,8;

 43:21;53:7;87:20;

 90:18;91:7;104:12;

 116:8

wrongdoing (1)

 43:22

X

X's (1)

 102:25

Y

year (1)

 10:13

years (11)

 16:23;17:3,17;20:19;

 25:21;27:13;33:2,24;

 34:22;43:1;53:21

yesterday (3)

 8:5;34:6;58:22

yet-confirmed (1)

 19:3

York (5)

 28:21,22,23;38:16;

 82:20

you-can-see-everything (1)

 101:2

Z

zeroed (1)

 83:6

zillion (1)

 121:21

1

100,000 (1)

 53:20

11 (11)

 15:12;77:16;79:24;

 94:1,3,19;96:3;98:12;

 99:7,9;108:14

11:45 (1)

 127:22

13 (1)

 118:3

13.8 (1)

 78:18

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(17) unstayed - 13.8 Case: 19-30088 Doc# 2921 Filed: 07/10/19 Entered: 07/10/19 14:49:14 Page 146

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PG&E CORPORATION 

Case No. 19-30088; Chapter 11 July 9, 2019

14 (2)

 81:8;118:3

16th (1)

 126:8

2

2.6 (11)

 95:6,9;97:11,19;

 98:5,24;100:14;

 103:15;104:11;122:8,9

20- (1)

 35:2

2004 (1)

 110:25

2010 (1)

 114:25

2017 (7)

 9:17;10:20;18:7;

 24:4;28:2;32:18;93:14

2018 (7)

 9:18;10:8,20;16:7;

 23:24;27:4;93:14

2019 (5)

 7:1;10:1,14;16:12;

 24:10

2020 (2)

 10:11;16:12

23rd (1)

 126:8

250 (3)

 9:17;13:22;18:6

2631 (1)

 77:9

2634 (1)

 77:9

3

3 (6)

 66:23;67:1,5,6;74:8;

 76:17

3,000 (1)

 115:19

300 (2)

 9:18;13:23

4

4 (1)

 67:6

4th (1)

 22:8

5

5 (1)

 67:6

50,000-plus (1)

 77:17

6

6 (1)

 21:13

7

7.1 (2)

 77:13;81:12

7.2 (4)

 65:21;94:22;113:24;

 114:10

7.2f (1)

 114:8

7.3 (18)

 65:21,25;72:18;73:1,

 5;98:23;99:13;100:23;

 101:3,5,7;109:2;

 113:24;114:8;116:15,

 21;120:22;122:2

7.3k (5)

 66:8,18;68:2;101:8;

 114:10

8

8 (3)

 118:3,5;120:5

8th (1)

 126:5

9

9 (1)

 7:1

9:30 (4)

 7:1,11,15;8:5

9th (4)

 126:6,7,7,7

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(18) 14 - 9th Case: 19-30088 Doc# 2921 Filed: 07/10/19 Entered: 07/10/19 14:49:14 Page 147

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