May 21, 2025 Bankruptcy Court Hearing (The Dolphin Company/Leisure Investments Holdings LLC, et al.)

Please rise.

Please be seated. Mister Graecher, good morning.

Good morning, your honor. Sean Greacher from Young Conaway on behalf of the debtors. Your honor, we did file an amended agenda. It's a docket one seventy, which included a number of additional, documents. I am sure that your honor was pleased to receive a whole lot of additional documents.

But before I move beyond that, you know, has your honor received everything that the court expected to receive?

I don't know, but I assume I've got exhibit witnesses. I mean, exhibit binders. So So that's what we'll go with.

Okay. Very good, your honor. So parties have discussed or the, you know, the the order of order of operations here today. I think our hope is we do have a number of witnesses. We'd like to proceed, with, putting in, making our record.

Mister Albor, has witnesses as well. So we propose to proceed and move right along and get through

the day today. Go right into witnesses. Thank you, your honor.

Morning, your honor. Michael Nyberg from Thank

you.

Your honor, are

these the same? These are two copies.

Yeah. Two two copies, sir. Thank you. Your honor, prior to the hearing, the parties, met and conferred and obviously subject to your approval to streamline the evidentiary presentation. The parties, ask that the court, move into the record the documents that are listed on the party's exhibit list.

For the debtors, most of these documents will either be addressed during live witness examination or have a foundation laid through them through the party's declarations.

Okay. Do you have a copy? Or where in the hearing binder is the witness list?

The witness list?

I'm sorry. The exhibit list.

The exhibit list that's in the, I think that your honor was provided a copy two copies of the debtors exhibit list, and it's right at the front of their binder. But I

Oh, the binders? Yeah. Okay. So there's agreement that all of these come in?

Correct, your honor. And just to note, you'll see at least in the debtor's exhibit list for declarations and some of the exhibits that were admitted at the April 29 hearing. It's it's noted. Like, for example, the the Strom declaration and the WAG staff declaration were admitted as well as if you look, debtors exhibits twenty seven to twenty nine, those were exhibits to the Wagstaff or they were the foundation was lit was laid and they were moved into the record at the twenty ninth.

Okay. Then with that objection, these are admitted exhibits one through 42.

Thank you, your honor.

And your honor, with respect to mister Albor's exhibits, our, exhibit list is in the front part of our binder. With respect to those, we do have some that we will bring in, by, addressing that with witnesses, your honor. And most of it is is just stuff that's already been, put forward on the docket, for example, for verified responses, and certain other documents that both parties have had for quite some time, your honor.

Okay. And, mister Moon, are these also, admitted without objection? It's my understanding.

Correct, your honor.

Okay. Very good. That's a through double f.

And your honor, with respect to mister Strom, who is the debtor's, first witness, we have no planned, supplemental live direct. I just wanna do a brief proffer with respect to debtor's exhibit two, which on your honor's exhibit list or the debtor's exhibit list says is a a representative sampling of certain governance documents. And your honor, the the three sets of documents in this compilation are the the 03/28/2025 resolutions and debtor, leisure investments holdings. Your honor, these with respect to control of Door Dolphin, this these are among the March 28 resolutions that I'm sure your honor has read about. It's with respect to control of Door Dolphin and some Mexican subsidiaries that are at issue in the next proceeding.

So, control of Door Dolphin resolution starting on page four, your honor. I and I think at front is a, you'll see a document that has a left column in Spanish and a right column in English. So with looking at the right column or the beginning, midway down the fourth page and continuing on to the sixth page, Those are the pertinent resolutions that are at issue in the March 28 resolutions. With that, your honor, the debtors will will tender mister Straumann for cross examination and reserve for redirect.

Mister Straumann.

Your honor, just as a point of housekeeping, I don't know that we ever made our appearances. So, perhaps you wanna name My colleague, mister Gonzales. I'm Sam here our local councilor, mister Busenkow. In the courtroom with us today is Eduardo Elbor,

Yes. I do. Can you state your full name and

spell your last name for that?

Steven Robert Strom, s t r o m.

Good morning, your honor. Daniel Gonzalez and Milan Budwig. And may it please the court and counsel? Good morning, mister Strong. Good morning.

Before we proceed with the cross examination for the benefit of a clear record for the benefit of judge Silverstein, I wanna identify The US companies of the Dolphin Group that are in bankruptcy and the Mexican companies of the Dolphin Group that are in bankruptcy so we could compartmentalize them. Is that fair?

I don't know what fair means, but you can certainly classify them by where they're incorporated. Okay.

So The US entities that are in bankruptcy are Leisure Investment Holdings, Trident Investment Holdings, MS Leisure Company, Icarus Investment Holdings, Dolphin Leisure Inc, Marine Land Leisure Inc, GWMP LLC, Gulf World Marine Park, and the Dolphin Connection. Is that correct? That sounds right. Yes. K.

And moving forward, I'm gonna refer to those as the US Dolphin Companies. Did you understand that? Yes. Now it is your position that you are the independent director of the Dolphin Group ES companies. Correct?

Those entities and others. Yes. Now, again,

with respect to the Mexican entities, those would be Dolphin Capital Company, Controlador Dolphin, Dolphin Astro Holdings, Aqua Tours, Viajero Sibanetico, and Promatora Garafon. Those are the Mexican entities that are in bankruptcy.

Correct? Did you read the list again? There's one entity I don't think I heard.

Sure. Dolphin Capital Company? Yes. Controller Door Dolphin? Yes.

Yes. Dolphin Astral Holdings? Yes. Aquatours? Yes.

Yes. Yes. And. Yes. Let me say?

I don't think so. So moving forward, I'll refer to those as the dolphin Mexican companies. Is that a fair characterization?

It's one way to designate it. Yes. Okay. Super. Thank you.

Now as the independent director of The US companies, your duties include retaining lawyers for The US companies, retaining restructuring professionals, and putting companies into chapter eleven amongst other items. Correct? That's Now for day to day operating activities, for The US companies, you've retained the firm Riveron and specifically mister Wagstaff as a debtor's CRO. Correct? Yes.

And so would you agree with me that you are in possession and control of the US Dolphin Companies? Yes. Now the Dolphin Group US companies include entities that operate marine parks that have live animals. Correct? Yes.

And as of 05/13/2025, you as the independent director of the Dolphin Group US companies have not made any site visits to any of those marine parks. Isn't that correct? Is it May 13? I think that's right. Since May 13, have you visited any of the marine parks?

Yes. Which ones? Miami Seaquarium. And now as part of your duties as the independent director of the Dolphin Group US companies, those duties include ensuring that the animals at those parts are being fed and cared for. Correct?

Yes. That's part of the role.

And to this end, you have authorized The US entities to retain Correct? Yes. And that gentleman is a man by the name of Bill Windhall? Yes. Is he still employed by the debtors?

Yes. Now with respect to the animal welfare costs, including food, medical, veterinary care, the the records related to those costs and care are maintained generally on-site at The US companies locations that you are in possession and control of. Correct?

Generally, yes. I don't know that all the records are held on-site in The US, but there are records on-site in The US for those particular issues you mentioned.

Well, the records that are on-site, they have allowed you to feed the dolphins, feed the animals, and pay the employees that are at those sites. Correct? Yes. And as with respect to the employees, one of your other obligations as the independent director of The US companies is to ensure that The US employees are getting paid timely. Correct?

Yes. K. And as we sit here today, all The US company employees are in fact being paid? Yes. Now concerning the Dolphin Group Mexican entities, you are aware of various legal proceedings pending in various Mexican courts related to the governance of the Mexican companies.

Correct? Yes. And to be more specific, you are aware that the issue of who has corporate authority for control of control of Door Dolphin is currently being adjudicated by Mexican courts. Correct?

That's part of my understanding.

Yes.

Now in connection with the Mexican companies in which there is a dispute about control, you don't have any evidence that the employees under the Mexican company's possession and control the employees that work for them that they're not getting paid. You don't have any evidence of that. Correct?

I know that historically there have been issues that have been have been brought to my attention. I don't have any information on what's happening today.

And same with the animals. You don't have any information today that the animals are somehow in immediate danger or in harm's way in the Mexican companies. Correct?

Today, I don't have any information, but I've been made aware that historically, there were issues and even proposals to restrict, the feeding of the animals by as much as 50% because of liquidity issues.

Right. And so and so that the record is clear. The corporate governance changes that took place on 03/28/2025, which led you to being named the independent director, those occurred while controlled outdoor dolphin was in a Mexican conclusal Mercantile. Correct? Yes.

And if I could have a moment, please, to inform my counsel. Ma'am, I have no further questions for this witness. Thank you.

Thank you. To redirect.

Michael and I were, you know, kind of on behalf of the debtors again. Mister Strom, all of the Mexican entities that you referenced during your cross examination, they are debtors in these chapter 11 cases in Delaware. Correct?

Yes.

Do you consider yourself a fiduciary for all debtors including The US based and Mexican debtors? Yes. And also a UK entity. Yes. And as the independent director of all of the debtors, including the Mexican debtors, do you have actual knowledge about whether the animals at the Mexican locations are being cared for properly?

I have no information presently on what's happening in Mexico. I have historical information that caused a lot of concern, continues to. And the other information that I have is debtors' cash levels, which appear to be very low at $47,000 on the Mexican entities, which to me would, you you know, indicate that there's certainly a lot of risk with respect to animal welfare and paying employees.

You mentioned during your cross examination that the debtors have possession and control of The US based locations. Correct? Yes. Do you actually have access or control over any of the locations in Mexico? No.

Do you actually know, as you sit here today, if Mexican employees are getting paid?

No. No

further questions, your honor.

K. Thank you. You may step down.

Your honor, I'll be, seeding the podium to my colleague, Christopher Lamb. The declaration of mister Robert Wagstaff, the debtor's CRO is already in evidence. Mister Lamb will be doing a, live supplemental direct

examination. Mister Wagstaff,

you can take a stand, please.

Christopher Lam with Young Holloway, Starry and Taylor on behalf of the debtors. I have a few witness reminders. May I approach? You may.

Thank you.

Can you please introduce yourself to the court and explain or identify your role in this chapter 11 proceedings?

Robert Wagstaff. I'm a managing director at Riveron Consulting and chief restructuring officer for the debtors.

You filed a declaration in support of the debtors motion to enforce the automatic stay and to compel the turnover of documents in this case. Correct?

That's correct.

Is there anything that you need to correct or or modify in that declaration? No. Mister Weiszaf, can you briefly explain the diligence that you and your team at Riveron has performed with respect to the debtors and their businesses

As it relates to The US entities, we have been in direct communication with management and staff at the parks, have access to banking and bank banking payroll and vendor information and are producing operating budgets based on that information. As it relates to the Mexican operations, I visited five of the parks, the front of the house of five of the parks in the Yucatan Peninsula. I have, attempt visited the offices in Cancun, the corporate headquarters in Cancun, attempting to have conversations with management there. Myself or colleagues have visited financial institutions in Cancun where we understand the debtors hold bank accounts, attempting to get access to records there. I visited the three parks in Italy and have direct communications with the management team there, and there's a flow of financial information related to the Italian operations.

And two of my colleagues as recently as last week have been in Argentina working with counsel to, understand the situation related to the park closure there and manage an orderly wind down of those operations.

How would you describe, your abilities to conduct diligence with respect to the Mexican debtor entities?

Extremely difficult. Why is that? I have limited to no access to personnel there. I have been I've made attempts to contact personnel there, and I've been told that they are to refrain from, any communication with me. I have limited financial information that the debtors that sorry.

That mister Albor has, and his team have begun to provide. It does not come close to providing the complete picture of the financial situation down there.

You mentioned mister Albor. Who is he?

He is the former CEO of the Dolphin Group, my understanding.

Has mister Albor ever sat down with you to discuss the financial affairs of the debtors?

No. I attempted to meet with him on March 31, the day we filed for bankruptcy in Cancun and, my attempts were unsuccessful.

Has mister Albor ever put you in contact with any of the debtors' employees or key representatives? No. Has he ever provided you with the contact information for the

No.

So without getting this information from mister Albor, how did you go about performing diligence in the first

I have resorted to other means to attempt to find contact information for individuals with relevant information that includes Google searches, WhatsApp conversation WhatsApp, conversations and the like.

You had mentioned that, you believe that there was an instruction, to the debtor's employees and key representatives not to to speak with you. What information do you have with respect to that instruction?

I have, an email communication from the chief veterinary officer instructing from mister Alborn instructing him not to communicate with me.

Okay. If you can turn to the document behind tab number three two in your binder. That's three two.

Okay.

Have you seen this document before?

Yes.

Now just focusing on the top part of the to from subject lines of this document, can you explain what this document is?

This is an email from the personal email account of doctor Sanchez, the chief veterinary officer of the group. Addressing myself and mister Greacher as counsel to the editors and mister Strom, the independent director.

And what's the date of this email?

04/21/2025.

Does this email forward any additional correspondence?

Yes.

And is that what we see, directly below the email that you received from doctor Sanchez?

Yes.

By looking at that email, can you tell whether doctor Sanchez is a recipient?

Doctor Sanchez is a recipient here for, to his corporate email address at the Dolphin Co.

Okay. That's different than the email that we saw up top from Gmail?

Yes. And he does not copy his corporate email in the email he sent to me.

Do you have an understanding as to why he used a personal email address to

I was informed that, all senior executives of the company were deceased communications with me and that their email and phone records would be monitored for such communication.

Mister Wagstaff, what is your understanding of of the second email from mister Albor to doctor Sanchez?

He clearly states there that that mister Sanchez is not to keep any communication.

And can you just point out what where you're looking?

It would be the third paragraph, beginning with therefore.

Since you received this email or apologies. Sorry. That since you received the top email from doctor Sanchez, have you discussed any animal welfare issues with him?

No.

Have there been occasions where you believe that it would have been useful to have those communications with Yes. Can you provide an example?

I believe it was two Thursdays ago we were informed by Italy of the untimely death of a dolphin named Robin, an older dolphin. Necropsy analysis suggests it was an unforeseeable and unpreventable event related to the dolphin's age and an infection that it received. We have been working with Italian management and mister Winhall to interpret the results of that necropsy analysis. It would have been extremely valuable to be able to get mister Sanchez' opinion on that as well.

Are you aware of whether the debtors have reached out to doctor Sanchez with respect to that issue?

I know mister Sanchez was copied on the email from Italy announcing the unfortunate death of Robin. I have not, I I know he was copied on an email from mister Strom requesting a call to discuss the incident, and I'm not aware that mister Sanchez has responded to that request or anyone else at the company for that matter.

I'd like to direct your attention to the document behind tab number 15.

Which one? Sorry.

One five.

Yes.

Mister Wagstaff, do you recognize this document?

Yes.

And just like we did the last time, just by looking at the top of the email, the two from subject lines, can you explain what this email is?

This is a an email from an individual I understand representing mister Alborg, personally, to myself, mister Straum, and mister Greacher with copies to his partners to to the local council's partners, sir.

And what was the date of this email?

Saturday, April 19.

Looking down at at the bottom of that very same page, there's a start of

the second email.

Do you see that? Email. Do you see

that? Yes.

Did you send this email?

I did.

And on what date did you send it?

April 15.

Who did you send it to?

I sent it to doctor Sanchez's personal email, his corporate email, and copied, mister Preacher from Young Conaway and mister Strong.

What was the purpose of sending this email to doctor Sanchez?

I'd had a phone conversation with doctor Sanchez on Saturday, the twelfth. We had set up a further conversation for Monday morning, the fourteenth, to discuss his views generally on the animal on the state of animal welfare within the dolphin group. He informed me by phone on he canceled the the phone call Monday morning, informed me by telephone on Monday night that he was requested by mister Halbor to get a written request of the information I wanted to discuss with mister Sanchez that produced this email that you see in front of you you see in front of you, and that was sent the following day, March 15 oh, sorry, April 15.

So is it fair to say that you were reaching out to doctor Sanchez to open a line to communication regarding animal welfare?

Yes.

Did doctor Sanchez ever provide the information that you requested in this list in your email to him?

He did not, and he never got a response to this email.

What is your takeaway from this email generally from the CDA firm and mister Alborn?

I read the, preamble to the email as a cease and desist request.

So going back to your diligence efforts, did you and your team, come to identify any regulatory or insurance issues that needed to be corrected with respect to the debtor's side?

In The United States, yes.

I guess, like, we can break those out. Were there any regulatory issues that you became aware of? Yes. Can you explain?

We have had, visits from the USDA, from Fish and Wildlife, from the agency of, environmental protect sorry, department of environmental protection, with, various citations related to the conditions of infrastructure, questions around quality of water, discharge of water.

What about the Florida parks themselves? Were you made aware of any issues with respect to the facilities?

We've also had a visit in we hosted a visit last Friday with Miami Dade County Representatives of the county legal representatives of the county and members of the unsafe structures board of Miami Dade County.

Okay. We can get into that in detail a little bit later. Did you identify any insurance Yes. And what insurance issues did you identify?

We had a visit in mid April. I don't recall the exact date from workers' compensation to the Marine Land Park. We were cited for not having workers' comp insurance in place. The park was subsequently shut down for a period of, I believe, ten days.

Did the parks at any time prior to your appointment have workers' compensation insurance?

I understand that they did that they did and it lapsed in, on January seventeenth of this year.

How are those insurance issues being corrected now?

We have went out to the market, identified a broker. We are now, we have now engaged a professional employee organization that also provides workers' compensation, and we are in the final stages of onboarding all employees to that

entity. With respect to animal welfare, have you taken any actions to help ensure that the care that you've been providing to the animals is sufficient?

Yes. We have engaged the services of mister Winal and also discussed, with another marine mammal expert the potential for using these services as well. Without any access to mister Sanchez and his valuable history related to the health and welfare of the animals we feel I felt we needed third party assistance.

Can you generally describe what mister Winnall has been doing since his appointment as a third party consultant to the animal welfare?

He has been coordinating, extensive diligence visits to the Florida parks. He's completed two visits to the northern parks in Saint Augustine and and, Panama City Beach. Next week, I believe you'll begin his visits of the southern parts in Miami Seaquarium and Dolphin Connection. He's providing diligence reports related to his visits.

I wanna change gears a little bit and talk about the debtors bank accounts. Do you and your team at Riveron have control over The United States bank accounts?

Yes.

Do you and your team at Riveron have control of the Mexican debtors bank accounts? No. Why not?

We have attempted to gain access to that to them. We have communicated with local representatives. We have communicated with legal representatives of the banks, all of whom are international banks and have so far been unsuccessful in gaining access to those records.

Are you aware of whether the Mexican courts have weighed in on the issue of control of the Mexican debtors bank accounts? Yes. If you can turn to the document in your binder behind tab number 38.

Okay. If

you can just take a moment to to flip through, the pages here and then I'll ask you a couple of questions.

Okay. Yes.

Mister Wagstaff, a lot of documents that we've seen and probably will see in this case are in the Spanish language. Do you understand Spanish?

Yes. I'm fully fluent reading, writing, and spoken.

So what is your understanding of this document?

I understand that these are orders from a federal judge issued in Mexico instructing, I believe it's three separate financial institutions to, remove the previous authorized persons from access to the bank accounts held by the debtors and provide access to myself or team members of myself with powers of attorney.

Just for the benefit of, us non Spanish speaking folks, can you turn a couple pages in to the certified translation?

For which entity? BBVA?

So Yeah. The document behind, tab 38. So we're still

Sorry. It's in tab 38 or it's

Yes. It's in tab 38.

Yeah. I I just

wanna direct your attention to the English version of of of the Mexican court order that you just referenced.

Yeah. I'm

there. What bank, is this order addressed to?

BBVA Bancoma.

Is there anything in this order, that you can point me to with respect to the governance or control, over the bank accounts at BGVA?

Below list of accounts, it expressly removes, directors and their powers of attorney, former directors and, revokes their powers of attorney for the entities with whom the bank holds accounts and expressly, sorry. Letting my glasses. Expressly recognizes mister Straum as sole administrator and gives myself, mister Michael Flynn, mister Eduardo Moyano, and mister Matias Naramio as powers of attorney, access to those accounts.

Does it deny anyone's access to these accounts?

It does.

And whose access does it deny?

Mister Eduardo Albor, Concepcion Esteban, Martin Flores, Valeria Albor, and Sergio Hakome.

Which Mexican debtors oh, sorry. Let me try that. By looking at this document, can you tell which Mexican debtors have bank accounts at BBVA?

Aqua Tours, Control Adora Dolphin, Viajero Sivernetico, and.

How many bank accounts do those debtor entities, the Mexican debtor energies have with BBVA?

There are 32 listed on here that we know of.

Do you know what these accounts are used for?

I have no idea. Why not? I don't have access to the detailed records of these accounts.

I'd ask you to flip

the document behind tab number 39.

Okay.

Do you recognize these

documents? Yes.

And what are they?

It is a similar issue by the same federal judge instructing, in this case, Banco Santander to remove, the authority the authorized persons from access to the accounts and, providing myself and my team members access as legal representatives of the debtors.

So is this a similar order to the one that we just discussed with respect to BBVA?

Yes.

By looking at this document, can you tell what Mexican debtors have bank accounts with Banco Santander?

Comptroller of our dolphin. That's it.

And how many accounts received a similar notice?

Yes. Banamex.

I'm sorry. You said Banamex? Yes. Which Mexican debtors have accounts at Banamex?

Comptroller Dolphin, I believe the number is nine that we know.

With respect to the accounts held at Anglo Santander and Banamex, do you know what those accounts are used for?

No idea. Again, don't have access to any detailed information that it deletes in those accounts.

Okay. Now with respect to this the detailed information that you've mentioned a couple of times now, after the April 29 hearing, are you aware of whether the debtors requested information from mister Albor?

Yes.

Did mister Albor produce documents with respect to those requests?

We have received some documentation through his counsel. Yes. Okay.

If I can direct your attention to the document behind tab number 33 in your binder. Okay.

Do you

recognize the letter?

Yes. The the column labeled information request is the list of initial financial information requested from us. List of 22 items and sub items. The following comment is commentary attached to the email containing some of the documentation. This commentary, I understand, came from mister Albor's US counsel.

The column entitled documents produced is a list of the documents that that were that have been produced to date related to those requests. And, the last column are is a list of incomplete documentation and not received yet. Sorry. I misspoke. I think the initial request was sent on the thirtieth was the 17 items.

We subsequently, over the weekend, this past weekend, sent an incremental list that starts with item 18.

You you read my mind. Thank you. Mhmm. With respect to column, documents outstanding, can you briefly explain why the debtors need those documents specifically?

So there's operational reasons. I need to understand the financial picture of all of the debtors. I need to understand the obligations the debtors have. And then importantly, I have as the sole officer of the debtors, a number of statutory reporting requirements that I'm hoping this information will enable me to start filling in the blanks on.

Now you mentioned statutory reporting requirements. What is your understanding of those statutory reporting requirements?

We requested and received an extension from the typical fourteen day time period to, file the debtor's schedule of assets and liabilities and statement of financial affairs. We also have an upcoming deadline to deliver the debtor's monthly operating reports.

Who's required to submit these financial related filings and

reports? Myself.

As of today, based on the information that has been the information that you have access to with respect to The US facilities, are the debtors currently able to comply with these reporting requirements?

No. The the schedules required a detailed ledger of real property and their associated encumbrances, other assets that belong to the debtors, secured claims, outstanding priority and non priority, unsecured claims,

a

full listing of litigation the debtors are involved in, a full listing of the contracts the debtors are counterparty to among other things.

Do you know the extent of the debtor's tax liabilities?

I do not.

Are you aware of the status of litigation pending against the debtors?

No.

If you received all of this information from mister Albor, would you then be able to satisfy and fulfill the reporting requirements?

It would be a good start, but this was not meant to be an exhaustive list. This was an initial request list pursuant to the conversations about sharing information.

So even with this initial initial list,

since I'm the one required to sign the certificates, I would need to I would not be able to take this information on its face value and file it accordingly. I would need to conduct my own diligence to understand the source and and the veracity of the information.

Mister Wagstaff, are you aware of

where The US debtors' finances sit today?

I am aware that The US debtors, have access to banking information, to vendor information, to disbursement information, and to payroll information, but not all financial information related to the legal entities.

What steps have you taken with respect to the finance information that you have available to you with respect to The US debtors?

Can you repeat the question? Sure.

Sure. As CRO, what have you been able to do with the information that you have, the financial information that you have with respect to The US debtors?

We are gaining an understanding of the obligations for The US entities. We are, working with management to prioritize satisfying those obligations. We are, developing an understanding of the operating profitability of the parks, in The US and attempting to put together a go forward forecast for the operations of The US parks.

Are you aware of where the Mexican debtors finances stand today?

I have piecemeal information from the the information that's been provided.

Okay. If you can turn to the document behind tab number 13. Okay. Have you seen this document before?

Yes.

And what is your understanding of this document?

The top table is a list of seven Mexican debtors in their, individual and cumulative cash balance as of 04/29/2025.

And you may have just mentioned this. Where did you get this document?

This was among the productions that we received from, mister Alborz US counsel. Okay.

Focusing your attention on this first page, is there anything that stands out to you as problematic or concern?

It is shocking to me that an entity of this size would end any month with $47,000 in the bank.

When you say entity of this size, is this just for one entity?

There are seven debtors listed here. I believe at least four of them to my knowledge are operating entities.

Why were you

I've seen historical financial information that the Mexican entities have produced upwards of $13,000,000 in EBITDA in a given year. As part of the other information produced by mister Albor's counsel, I've seen a monthly payroll record of in total of over a million dollars to Mexican employees. There's 1,600 employees in the Mexican operation. So I'm extremely concerned about the level of of the remaining liquidity given those facts.

Is the amount that's shown here consistent with the Mexican debtors historical finances at this time of year?

I don't have that information specifically for the April. I do have historical financial information that would suggest that April would be the culmination of probably the most busy season in the for the Mexican operations between spring breaks in q one and late Easter this year of April 20, I would have expected to see much more cash on hand.

I'd like to shift gears and talk about the events of April eleventh of this year?

Yes.

And, specifically, I'd like to talk about the events, on that date that took place at the debtor's headquarters in Cantering, Mexico. What is your understanding

we received an order from a Mexican federal judge to access and take possession of the corporate headquarters in Cancun accompanied by local law enforcement.

What facts were you aware of that led you to believe that the building that you went to was in fact the debtor's, headquarters in Cancun?

The company's main web page lists that address at the bottom as contact information. The Concourse Mercantile in Mexico was filed listing that address as the place of business of controller Dora Dolphin. The building itself has a multitude of company logos on the front, on the side, representing the various, doing business names the parts operate under. My interaction with employees at that building, most if not all of them are wearing Dolphin Company hats, shirts. Yeah.

It it seems evident to me.

Are you aware that mister Outlaw has filed verified responses with respect to some of the debtors motions in these chapter 11 proceedings? Yes. Have you had the opportunity to review those verified responses?

Yes.

There's a statement, by mister Albor that states it was mister Wagstaff and his entourage that were threatened and forced forcibly and illegally took possession

Yes.

Do you agree with mister Albor's characterization?

Absolutely not. Why not? There there was never a a harsh word or harsh tone used during the during the procedure. No forcible entry, no threats of any kind violence or or or otherwise. People were requested to close their computers and stop work.

I had the opportunity to interact with 30 or so employees to explain to them, what was going on and in general, I I felt the reception was very warm to to, the conversation. There was no threats, no force used at all.

Who was part of the team

Canfield? There

was an actuary. You might I understand effectively as a bailiff, an extension of the court to apply the orders that were granted. There was a fact fact witness in in the form of a notary. We had Cancun Local Legal Counsel. We had Mexico City Council on behalf of the debtors.

We had, local Cancun law enforcement, as was our right under the order, and we had, a outsourced building security firm.

We're trying to do things by

the book. We wanted to make sure that we had, all of the elements present to, to to to exercise our rights under that order to peacefully and and legally take control of that building.

You had testified a little earlier that you had the opportunity, to visit some of the debtors' facilities

Yes.

And parks. After the debtors filed the chapter 11 petitions on March 31, can you explain the visits that you described earlier to the parks located in

of the dolphinariums in the Yucatan Peninsula, the front of the house.

What do you mean by front of the house?

I was hosted by a, promoter for lack of a better term, someone responsible for greeting guests, selling tickets, and, otherwise, greeting guests, selling tickets, and otherwise, hosting client experiences. Did you identify yourself as the debtor's CRO? No. Why not? I I assumed after our attempts to have a conversation with Mexican management were rebuffed that people were going to be alerted that my team and myself were on the ground in Tancun and I may I may have been, prohibited from entering those parks.

What did you learn during your visits to the Mexican Park facility?

Without exception, the folks that I spoke to suggested that they were the most senior people on-site there. I asked about operational oversight. None of the parks had a dedicated operations manager above these sales and promotion people. One of them, as a matter of fact, said if the person he reports to gets a call, they're just gonna call him anyway. So, it was very much a customer experience and retail operation selling, gifts, food and beverage, and, photography.

No admin staff to speak of.

Earlier, you had mentioned that you hosted a meeting, with individuals from the Miami Dade, you said, on safe structures department. Was that your testimony? Yes. When when was that meeting?

Last Friday. Last Friday? May 16. Yeah. Okay.

Can you describe the general conditions? Actually, let me take a step back. What park was that was that visit at?

Miami Seaquarium. Okay.

Can you describe the general condition of the Miami Seaquarium when you toured it on May 16?

Rundown. A lot of facilities requiring a lot of not only maintenance, but substantial structural repairs.

I'd like to direct your attention to the documents behind tab number 22 in your binder.

Okay. Do

you recognize these photos?

Yes.

What are they?

There are pictures taken

of various of the installations that were visited with the unsafe structure board and Miami Dade County Representatives last Friday, May.

This may be evident,

May 16.

And are these photos true and accurate representations of the Miami Seaquarium as they assisted on 05/16/2025?

Yes.

Can you explain the context as to why these these specific pictures were taken?

The unsafe structures board came to inspect four specific citations and violations that had been identified by them before and wanted to understand the, progress related to remediation of those installations.

Were you present when these photos were taken?

Yes.

Can you just take a couple minutes and walk through each of the photos and just explain to me what it is that we're looking at?

The first one I understand is a former, retention tank for marine mammals. The second one is what's referred to as the Golden Dome. It's the Sea Lion Amphitheater. This is at the back of the of the dome. The third one, I believe, is associated with a violation related to a pumping station.

The fourth and fifth ones are under the stands of the former killer whale, amphitheater.

With respect to the fourth and fifth pictures, you said it's it's under the stands. But what exactly are we looking at?

So we walk probably two thirds of the crescent structure of the of the, stands, and these vertical beams are purported to be holding up the cement stands that customers would sit on.

Are those stands currently available to the public?

No. The park has been in, out of operations since 2023, I believe.

You had mentioned violations from the Miami Dade Bureau of Unsafe Structures. If you can just turn to the documents behind tab number 18 of your binder, please. One eight. Okay. Have you seen this document before?

Yes.

What is your understand and we'll we'll just talk about the first document. What is your understanding of this of this document?

This one is a follow-up notification from the initial notification, which is the second document dated April 26 related to violations, I believe, related to the aforementioned pumping stations.

And then you said it was a follow-up. If you can flip the page, do you see a document that's dated there 08/26/2024?

Yes.

Is this what you were just referencing?

Yes.

And what are some of the notices of violations that you identified in this document? Yes.

I can read here a missing relevant, missing emergency generator, multiple missing emergency generators, Yeah. A host of a host of deficiencies that we were told by unsafe structures of last Friday had not been attended to.

Is there anything on these documents that would indicate to you whether mister Albor or the Dolphin Company received these reports?

It is listed that there was that they were delivered by certified mail. To mister Albore, and to mister Agundo Gonzales.

As you sit here today, what do you know about the conditions of the buildings and the facilities of the debtors in Mexico?

I have no knowledge as to that. Why not? I have not been provided access.

Based on what you've learned so far in these chapter 11 cases, do you have any concerns about the operations and the facilities of the debtors in

Mexico? Absolutely.

What are those concerns?

I've seen reports as as recent as October, emergency reports produced by management, which referenced some of the things mister Straum referenced about, unpaid employee wages, about unpaid withholding taxes, about rationing fish food, and other emergency requirements to pay vendors that, as far as I know, without new money injected, would still exist today. We have we've run into cases of multiple violations from infrastructure, experts, from regulatory experts that as of the time we took control had not been addressed. I'm aware of certain missed pay periods in The US, and then we encountered this issue of operating without workers' compensation for several months. That gives me cause for great concern for the state of the operations and the assets in Mexico.

Thank you, mister Exos. Your honor, I have no further questions, but reserve the right to your left.

Thank you. Cross. So do you have five minutes? Yes. We're in recess for five minutes.

Please do not discuss your testimony with anyone. Please drive.

Thank you, your honor. Good morning, mister Wagstaff.

Good morning.

Before we proceed the same I did with mister Straum when you were sitting in here, we could agree that The US entities are the companies that identify with mister Straub and the Mexican entities or the companies in Mexico that identify with mister Straub, or do you need me to go through the list again?

No. I'm I'm clear. Thank you.

Alright. Now you're you are with Riveron Management Services. Correct?

Yes.

In general terms, Riveron is a financial advisory firm?

Yes.

And in these bankruptcy cases, Riveron has been employed as the debtor's financial advisers. Correct?

That's correct.

And you, are the debtor's appointed chief restructuring officer. Isn't that

right? Yes.

And you are aware, correct, that there is currently litigation in Mexico regarding a corporate governance dispute of the Mexican entities. Correct? Correct?

I'm aware of litigation. Yes.

Now briefly, turning to The US companies, you would agree with me that the employees at The US companies today are being paid. Correct?

Yes.

You would agree with me that the animals, at The US marine parks are being fed and cared for. Correct?

Yes.

And you oversee the day to day operations of the Dolphin Group's US companies. Correct?

Yes. K.

Now, there's a gentleman named Edwin Gonzalez, who is the executive director of The US Group Of Dalton Companies. Correct? Yes. And he is a, pre petition. He would held that position pre petition with the Dolphin Group US entities?

Yes. And he is, working for you and available to you to advise on or help with the day to day operations of the US group parks. Correct?

Yes.

He reports to you?

Yes. Alright.

You spoke, during your brief direct, about, regulations for The US marine parks. Remember that? Yes. Okay. As you sit here today, you are not aware of any regulations that none of the parks are in violation of.

Is that right?

As it relates to the the unsafe structures board of Miami Dade County, there are citations that have not been cured yet. Right. That's a

fair distinction. Thank you. Mhmm. With respect to the marine animals, you're not aware of any regulations that, are out of compliance. Correct?

I'm not sure I can answer that definitively. I know there are we have past inspections, but there are ongoing visits and questions related to water quality, animal infrastructure, etcetera.

But generally, you're otherwise not aware of any other specific formal violations or regulations regarding the animals in The US. Correct?

I'm also aware that we got decertified by an association of marine ramp mammals that is a condition to our the membership in which is a condition to our lease in Seaquariums.

Alright. Turning to the Mexican entities, to date, you have received some financial information from the Mexican entities. Correct?

Some. Yes.

And, I believe it was this weekend, counsel for the debtors, communicated an additional list of documents that you were seeking from the Mexican entities. Correct?

Correct.

K. And the response to that request was the documents are gonna be compiled or being compiled and will be provided to you to the extent they exist. Correct?

That's my understanding. Yes.

And just to be clear, the lack of all the documents from Mexico that are forthcoming have not, blocked your ability to pay The US employees to feed and care for The US animals. Correct?

Can you repeat that question, please? Sure.

Despite not having all of the Mexican documents as of today that they're gonna be forthcoming, not having those documents, you still been able to pay the US Dolphin Group employees and feed and care for the animals of the US Dolphin Group. Correct? Yes.

I

wanna briefly talk about the the building incident, on April 11, which you described, in some with detail in your declaration. Now it's your understanding that mister Albor had leased that building to control a door. Correct? Yes. And you have not seen, at least as of April 11, when you went to the building, you had not seen a current lease for the building between control a door and mister Abor.

Isn't that true? Correct. Right. And before going to the building on April 11, you did not take any steps to verify that control of Dora Dolphin had a possessory interest in that building. Correct?

Personally, no.

You turn to exhibit three, which is your declaration, mister Wagstaff.

It is the big finder, which

has been admitted into evidence.

It's in the witness finder. It's in the witness binder? Yeah. Okay.

Okay.

You ever find any, sir?

Yes.

K. So if you turn to page 10 of the declaration, that's where you begin to describe the events of April 11. You see that?

Yes.

Paragraph 12, you state that you assembled a team and that a team was assembled for the purpose of gaining control of the building. Do you see that?

Yes.

And, at the recommendation of your advisers, you were accompanied with by three patrol cars of local police, two locksmiths, personal security guards, and five members of a building security firm, to aid you in your, effort to go and take control of the building.

Is that right?

Yes.

Now have either you or any members of your team ever been physically threatened by mister Albor?

No.

And you described that when you got inside of the building on April 11, your team immediately began changing blocks in that building. Isn't that correct?

Yes.

And then once inside that building, I think this is in paragraph 16 of your declaration, you state that you encountered several groups of employees, working and carrying out their daily job duties. You decided to identify purchasing agents and amongst other people group sales representatives. Is that correct? Yes. Now in paragraphs 28 through 30, you describe mister Albor's return to the building that night.

And in paragraph 28, you state that mister Albor was accompanied, by approximately 20 armed men reporting to be state police officers. Do you see that?

Yes.

Do you have you don't have any evidence, do you, sir, that individuals that showed up to the building that night, representing themselves as state police officers were, in fact, not state police officers. Correct? Do you have any evidence to that?

No. Are you

aware that mister Albor obtained an order that allowed him to go and retake the building that night?

I heard him testify to that effect.

Then finally, I wanna before I before I leave with my colleague, I wanna ask you about exhibit 38 And 39. Mister Lamb questioned you about concerning an order, from the tenth judicial circuit concerning, a number of bank accounts in Mexico. Now do you know, sir, if this order was derived from the same court that issued the April 4 resolution that, had instituted some precautionary measures that mister Albor has appealed?

I don't know.

Do you know if your Mexican counsel shared a copy of this order with mister Albor's Mexican counsel when it was entered? I don't know. Can you give me a moment, please? Yes. Thank you.

Again, I have no further questions at this

time.

Mister Wexeff, on Cross, you were asked about Edwin Gonzales. Do you recall that final question?

Yes.

How did you come to meet mister Gonzales?

I was, given his contact information and reached out to him by telephone and then arranged a meeting with him, I believe, is April.

Was he introduced to you by mister mister Albor?

No.

You also had questions on Cross regarding the lease of the headquarters. Do you recall those questions?

Yes.

Did you listen to mister Alborz's deposition?

I did.

Did you hear him indicate, that he had terminated police with control of Dordofan with respect to the Cancun headquarters? Yes. Have you received any document reporting to terminate that headquarters?

Nope.

Thank you, your honor.

Last line of questioning, mister Wagstaff. Mister Gonzales had had asked you about whether any member of your team was threatened on the night of April 11. Do of April 11. Do you recall that question? Yes.

Did did you understand that to mean the Riveron team or the the general debtor team?

The Riveron team.

Are you aware if any member of the debtor team was threatened on the night of April 11 or the early morning hours of 04/12/2025? Yes. What is your understanding of that?

Local Mexican sorry. Local Cancun council returned.

Sustain.

No further questions.

Thank you. You may step down.

Thank you, your honor. Before we actually call the next witness to the stand, maybe set the table. Well, I think it should proceed as, the next witness that the debtors will fall is a former justice Luna. She is a staff speaker. So we do have a certified translator who who maybe talked to the courtroom.

Yes. Will be sitting there. Your honor, my, witness finders have as exhibit four is the full Spanish version of the declaration exhibits. But we also have, as exhibit five, certified English translation of the declaration exhibit. So I'll be looking at exhibit five.

I understand Justice Moon will be looking at exhibit four. Yes. We'll do our best then to streamline the presentation. I tried to make the, live direct examination as concise as possible.

Very good.

May I approach your honor? You may.

Thank you.

Your

honor, my colleague, mister Lynn reminded me it probably helps if we have fossil binder for the translator. That's what

he's got. Yes. And if you have an extra set for my course, I would

the translator that's kind enough to join us today is mister Armando Esquerra, husband, and he'll be, sitting right there. I understand that they typically both get

Yes. In the morning. Please.

Okay.

Yes. This is new for me, so I'll permit it.

Sir, please raise your right hand.

Yes. You. I'm sorry.

Do you affirm that you will well and truly interpret the questions to the witness and her answers thereto to the best of your ability?

I do. Please state and spell your last name for the record. Armando Iskala Hasban,

Armando Isguen, h a s b u n. Thank you. You're welcome.

Raise your right hand. I'm gonna get to it. You affirm that you

will tell the truth, the whole truth, and nothing but the truth to the best of your knowledge and ability? I feel most of the Yes. Please state your oh, yeah. Please state your full name and spell your

last name for the record.

Thank you. You may be seated.

Morning, justice Luna. Thank you for taking the time to travel to Delaware to testify on behalf of the debtors at today's hearing. Could you provide judge Silverstein with a brief overview of your legal professional experience before joining the Supreme Court of the Mexican United States in 02/2004?

Thank you. I had the honor of being nominated to the Supreme Court of the Mexican States in 02/2004 for a term of fifteen years. This was done in accordance to the reform law that was passed in 1994, and I served there until February. It was an honor to be part of the Supreme Court where I was a member of the second tribunal, which sometimes I've decided. And there, we looked at matters that are within the purview of the Supreme Court jointly and both in chambers.

In the second circuit, there was a semi specialization that looked at administrative and labor matters. What we were doing jointly, we had purview of everything. And for me, it was an honor to be part of the highest court in our country.

Let's talk about some of the issues addressed in the declaration that you submitted in support of the debtor's motions. Let's turn to paragraph 17 of your declaration. And your honor, that'll be exhibit five for for most folks and exhibit four for justice to know. May I proceed? K.

In paragraph 17, you explained that the injunctions decreed in the April 11 resolution relied on by mister Abor do not have respiratory effects. Do you see that?

In our country, when we have injunctive relief measures, it's done in two ways. One of them is the issuance of the injunctive relief and then The The interpreter would like to verify the meaning of the term and context.

Mhmm.

After the issuance of the precautionary measure of the injunctive relief, if that measure has been completed, it Injunctive relief has the purpose of keeping things as they were at the time that the request was made. In order to seek that the matter subject matter of the trial is on. So that in the future, there is no damages at all or there are prejudicial to the party bringing the lawsuit. One of the injunctive relief measures that were adopted on the April 11. Yes.

04/11/2025. In the mercantile trial action two five six dash two thousand five.

Excuse me.

The interpreter will like to work. The interpreter interpreter

self corrects 2025. Brought on by mister Algo. In this case, we granted the injunctive relief. So that it would be would not have a risk statutory effect to the decisions that had already been made by that point. These injected measures were related to decisions that had been taken on the January 28, whereby we had put measures in place to remove certain personnel to change the responsible party.

And to name representatives amongst others. So that the decisions had already been taken and they were determined that we did not grant restitatory effects. We only granted them in terms of their execution. And within the chapters, we have copies of the resolution if at any point you would like to read it over. Okay.

One specific question. Because the April

Yes. It's established that the decisions that were taken on the March 28 had already been determined. So it did not grant They would not be able to be executed because of the injunctive relief.

So can you more generally describe what it means when a resolution does not have respiratory effects under Mexican law?

Only if it were to be challenged through evidence and through that, it would be defeated.

So in paragraph 18 of your declaration, you discussed the 04/25/2025 resolution that is attached as exhibit l to your declaration. Do you see that? I do. Can you explain to the court the relevance of the 04/25/2025 resolution?

Yes. The decision that was taken on the April 25, the Mexican judge determined that the decisions that were taken during the assembly on the 01/28/2025 have the possibility of being currently valid according to the specific agreements which were within the law. Therefore, the legal efficacy was not challenged. We just suspended its application.

Fair to say that the April 2025 resolution to create that the resolutions on 03/28/2025 with respect to the governance changes were to be considered valid and presumed to presumed to have been carried out in accordance with the law.

Are you referring to the resolution on the April 11?

Take a look at paragraph 18 of the declaration.

Mhmm.

And can can you explain to the court what you mean in the first sentence of paragraph 18?

There were two bankruptcy ordinary bankruptcy proceedings. The injunctive measures referred to on the April 4 where whereby it was grant it granted the suspension of the decisions that had been issued on the 01/28/2025. This first injunctive measure of the April 4 was issued within a bankruptcy trial case 2 22DashDash25. Brought on by the companies of the Dolphin Group. Mister Alber was being

Mister Alber was being requested

to produce an accounting.

In the trial or the process that was the second one, ordinary trial two two five six dash twenty twenty five also. This was brought on by mister Alvaro. In this trial, we should issue the injunctive relief that was requested, and those are the ones we just mentioned in your previous question. Both actions were, presented before the same judge. And the judge the same judge himself issued two injunctive measures which were contradictory one to the other.

04/04/2025.

First twenty twenty five, and then it contradicted the one on 04/11/2025. And that's it. Let me get the gist of it, counsel, if you will. Fourth orders, the one from the April 4 and the one from the April 11

were contradictory.

So the dolphin group and the action that is promoted requested an incident of accumulation. In which they wanted to have the judge decide which one of the two injunctive measures wanted he wanted to prevail.

So the

judge in response, the judge says that in terms of the incident of accumulation, he reserves the right to make a decision on it later on. And he does establish that the decisions that was made on the January 28 were established as valid and were issued within legality.

Does she mean March 2825 resolutions?

Resolutions?

March.

So could you just explain simply, what do you mean in the first sentence of paragraph 18 without the context, but what does it mean?

It just basically says that the judge in terms of the injunctive measure external injunctive measure, he established that the actions taken on the March 20 were valid.

Now let's turn to paragraphs thirteen and fourteen. That's what was I Of your declaration. Paragraph 13 discusses the possibility that mister Albor could post a counter guarantee for 200,000 pesos, and that might lift the definitive stay discussed in paragraph 12. Do you see that? I see it.

And based on the status today of the Mexican court proceedings, does it even matter if mister Alvor posted the counter guarantee?

May I explain the context a bit? Please. Against the injunctive relief measure of the third of excuse me, the March 11. Brought an external or indirect relief trial. Against some articles, but specifically about injunctive measures of the April 11.

In this trial, Shivanko obtained In this trial, obtained both the temporary suspension as well as the definitive suspension in this trial. In terms of the definite suspension, once it was upheld, he promoted a counter guarantee. Which means if there was already a guaranteed fixed for the suspension to have an effect. The other party can request the execution of a guarantee so that the action is enforced. The judge upheld that the application of the counter guarantee was appropriate.

And he set the amount for that counter guarantee. By the time that I had issued my opinion, that counter guarantee had not yet been presented. But when I was already in The United States, I learned that that was the case. This resolution was already also Mhmm. And it's underway.

And that is explained in paragraphs thirteen and fourteen of your declaration. Correct?

Yes. But I would like to clarify something. The issuance of account guarantee can have as a consequence that the action be executed. But in this particular But in this

particular case, there's an interesting situation. I it's worth mentioning. In this

particular case, there's an

interesting situation. I it's worth mentioning. In decision of the injunctive nature excuse me, injunctive

decision of the

injunctive nature excuse me, injunctive measure of the eleventh April of twenty twenty five was also fought through the ordinary means of defense through an appeal. Before the superior court of justice of the sick Mexico City. This appeal can be accepted by the Supreme Court of Justice twofold. In a debilitative sentence and a suspension sentence? Suspension Suspension sentence.

Sentence.

Can I just pause in paragraph 14, you indicate that Civanco has an appeal of the April 11 resolution? Correct? Okay. And on May 15, that appeal was admitted under the both effects principle. Correct?

Yes. Yes.

And that means the appeal was admitted with suspense effect. And therefore, the execution of the April 11 resolution is suspended until the merits of the appeal are resolved. Correct? Couple more questions. Are under prefer a yes or no answer if you could.

Under Mexican bankruptcy law, our assets that accompany transfers to a collateral trust considered part of the bankruptcy estate if that company later files a Concurso Mercantile petition.

No. Because they pass on to the fiduciary institution when there is a trust in between.

And the judicial precedent that confirms your position is included in?

Correct.

Operate as the stay of any action against Controllo Dora Dolphin's equity assets held in the collateral trust. Correct?

K. So can you break this up for the interpreter with the first part in the second part?

The concursa court insolvency injunctions did not operate as a stay of any actions. Against control of Door Dolphins equity assets held in the collateral trust. Correct?

The control.

Can you repeat the last bit, please?

Sure. And maybe, can I just say it one full time through? And then if you need any The court first two points. Okay. The concourse courts insolvency injunctions did not operate as they stay of any action against control of dwarf control of dwarf dolphins equity assets held in the collateral trust.

Correct?

Because the measure or the assets within in the trust because the measure

operating and continue.

But if as we said in the previous question, if the suspension was over matters connected with the assets and corporate decisions, They are not connected with injunctive relief measures of the bankruptcy trial.

Yes. That's around collateral trust. The insolvency injunctions do not apply to those assets. Correct? No.

No further questions, your honor. Thank you.

How much cross do you think you have?

Hard to tell, judge, depending on the answers. I would suspect twenty to thirty minutes just given the translation time. Okay.

I do have I think my, courtroom deputy mentioned I have a meeting I'm supposed to be. So we're gonna take a break now. K. And I would ask that miss Luna not, speak with anyone about her testimony during the break.

Thank you, judge.

When would you like to speak to?

Recess to,

let's say 01:30. Thank you.

Please

Good afternoon, justice Luna. My name is Daniel Gonzalez, and I have counsel to mister Eduardo Albor in this matter. Nice to meet you. Likewise. I'm gonna ask you a few questions to hopefully short keep down the time of your cross examination.

And depending on your answers, we could perhaps, speed it up. In your declaration and testimony, you testified about two different legal proceedings in Mexico. Correct? Yes. One filed by the Dolphin Group against mister Al Gore and certain other individuals, which you defined as the As the initial proceeding.

Correct? Yes. And then the second proceeding, in which mister Abour filed a claim against CI Banco, Wilmington Trust, and Marco Velez. Correct?

Yes. Marco Velez. Marco Velez? Yes. Okay.

And you define that in your declaration as the subsequent proceeding. Correct? Yes. Yes. And as we sit here today, those two proceedings are still pending in Mexico.

Correct? Yes.

And then with respect to the Mercantile, you understand that the Mercantile that was filed by Controlador Dolphin back in December of thirty twenty twenty four, has been withdrawn. Correct?

Not precisely withdrawn, but it was basically I'm sorry. It was dismissed.

Whether it was withdrawn or dismissed,

whatever the Steven.

Whatever the action was, it was done at the direction of the new independent director and board that was put in place as a result of the March 28 corporate governance changes, which you discussed in your declaration. Correct?

Yes. I understand precisely that there was a new director in connection with the decisions that were taken

And with respect to the dismissal of, I believe you call it, dismissal of the, Concocel Mercantil in Mexico, there's has been an filed in connection with that dismissal. Correct?

Cancel. You said a rebuttal? Excuse me? The word that you used was there was a rebuttal file. What was

the word? Oh, an amparo. Amparo, a m p a r o.

You said empire. You said empire. You said empire. You said

Against the dismissal. Yes. Okay.

And that is also still pending today. Correct?

Yes. There was also a direct request of the Amparo Ori against the dismissal, but it was denied.

I may have no more questions. One more question. With respect to the dismissal of the empire, that has is still pending a final resolution. Correct?

Yes. Indeed. That order still is pending. However, However, the injunctive measures that were put in place in the by the judge herself, which were admitted. Continuing.

The injection measures which led to the suspension of the. The suspension was resolved and it was denied. Because they, decided that it had it been granted, it would have been equivalent to give him restitutory effect.

A final question this time, I believe. I believe it is. The the challenge to the embattled claim has still not had a final resolution. I understand that you may have an explanation as to why, but there still has not been a final resolution. Correct?

No. No. The bankruptcy trial has just been installed. It's about to go through paperwork. The bankruptcy proceeding could go on, but the injunction measure is in place, and it does not impede it from going on.

Yeah.

I mean Yeah. The reason I paused is because I heard the translation tonight. I wasn't sure it was accurate. I understand. I apologize.

I'm asking the witness to repeat her answer.

K. Okay.

Within the resolution Whereby the bankruptcy is being dismissed or has been dismissed?

The judge.

Lifted and left without validity, the precautionary measures, injunctive measures. So then they proceed with a bankruptcy trial against the dismissal which is in its course. And they're asking for the suspension. And that suspension has been denied.

But to answer my simple question, the proceeding has still not achieved the final resolution. No. No. No. It has not reached the

final resolution or no,

I'm not correct. No.

Okay. Well, we'll see if they're mine. Go ahead. Oh, did you wanna

go first, your honor?

Let me go first. I hesitate to do this, but I wanna make sure I understand two basic concepts. Exactly what are restitutory effects.

But they could grant it to me on the grounds of the effects and consequences of its application. And that is what's happening in this trial. When they issued the injunction due to the resolution of the March 28. The judge said, I do grant it, but not with restitatory effect. What does that mean?

What does that mean?

The the resolutions of removal of the appointment of, parties in charge. Somehow were established as have been issued. If the judge were to consider the suspension for these measures. He would have to go back and retrofit those acts. And the idea behind And the

idea behind the articles are regulated injunctions

is to

have things remain in the state that they were. Not to go back

Not to retrofit. Not to go back. Not to retrofit.

So the granting of the injunction measure is so that those actions which were completed after they were issued that they just not be executed.

Okay. That was my second question. The justice used the words, if I wrote them down correctly, that the January 28 actions have the possibility of being currently valid, therefore, legally, maybe effective, but just suspend the application.

But just suspend the application. There's a suspend

this for Your your honor, can I just because I think during her testimony, she may have mistakenly said January 28 a couple of times? I think it's the 03/28/2025 resolutions

Okay.

Sorry.

Yes. So my question is what does suspended application mean? And does that fit in with restitute effect.

Restitatory would involve the revocation of the removal or of the appointment of the representatives. The April 4 was not appealed. There was a contradictory resolution in a different trial. It was a counterpoint to the resolution of the April 4, the one of the April 11, but not because it was an appeal to it, but because it was a different trial.

I understand that. What what is a suspended application?

The the execution is that it would not be carried out, the dismissal, let's say, but the dismissal has been done.

Okay. So the suspended application has to do with an order entered by the court.

That's the injunction.

And not the actions the corporate governance actions taken on March 28.

No. Those acts are affirmed.

If that prompts any questions, I'll let you ask any other questions.

Your honor, before I begin, like, what I will call a 2025 insolvency injunctions did not stay any actions against controllers, shares or equity held in the collateral

redirect.

Based on everything you have read in the Mexican court orders, as of today, you agree that mister Straum is the sole director What was that? So mister Straum? Stephen Straum? Steven Straum? Uh-huh.

Yes. Is the sole director of each of the Mexican debtors. Correct? Yes. And that is because there is no Mexican court order that as of today suspends the effectiveness and validity of the 03/28/2025 resolutions.

Correct?

That is correct. Thank you.

Yes. And just one more wrap up question, your honor. You've signed your declaration.

Yes.

You still believe that everything stated in your declaration is correct and true?

As far as I know and understand. Great.

Thank you, your honor.

I just have two quick follow-up questions. Justice Luna. Justice. In paragraph four of your declaration, you state that the knowledge you have of the, financings and securitization of those financings came from So can

you can you please pause so that we we're doing that way. The first part of it, I'll interpret it and then you can continue.

Can you please restart on page four Okay. On page four of your declaration.

Paragraph four of your declaration. You state that your understanding

of the financing and

security structure for that financing. Gonzales and Asociados law firm in Mexico.

Is that correct? Yes.

And is it also correct to say that you have not reviewed the trust agreement that controls the

is

let me restate the question. Is it correct to state that you have not reviewed the CI Bancro trust agreement?

That you have not reviewed? Yes. To me here, and I have it underlined where they're talking about the transference of to the fiduciary.

But that's not discussed in your declaration. Correct?

No. No. No. No.

I did not have it available when I signed the declaration. It became available to me when I arrived in the city.

K. And have you had a chance to review the Mexican pledge agreements?

I also did not have that available to me in Mexico, but once I got here.

And again, that's not discussed in your declaration. Correct?

Because when I dropped it, I didn't have it handy, so I couldn't have spoken about something I didn't know about. I I understand that.

I hope it is. Now that you've reviewed those two documents,

do you still agree with

the conclusion in your declaration that the March 28 governance changes were done properly?

Five are still valid.

Continue.

And there's no suspension or injunction that nowadays

defects.

Would deprive them of their full effect.

But that wasn't necessarily my question. Is that Thank you for your answer. Okay. The the question is concerning the actual governance change. K.

Was it whether or not the proceedings where they stand today, you think that they support that the governance changes were valid? The question is, based on your review of the pledge agreement and the trust

agreement, do you believe The agreement.

And trust agreement. Do you believe, it is your opinion, that the actual governance change was done properly?

Yes.

Thank you. Thank you, judge.

I think, subject to the potential of asking justice to answer maybe some questions on rebuttal depending on what mister Albers, Mexican law expert says that the debtors are done with their evidence.

Okay. Thank you.

Thank you, your honor. We're gonna go ahead and proceed into, our evidentiary presentation with, calling our, expert, our rule forty forty forty four point one, expert, Dario And now just a housekeeping matter, mister Oskos, does speak English. If something happens and we need to grab a translator or something gets really technical, maybe I don't envision that, but he says that he's okay with speaking English. Okay. Thank you.

Good afternoon, mister Oscars.

Good afternoon.

Mister Oscars, could you tell us what is your current occupation enrolled?

I'm an I'm I'm I'm a litigator lawyer. I practice in the area of commercial litigation, insolvency, arbitration, and mediation. Okay.

And can you briefly summarize your legal background and areas of specialization? Yes.

I studied law at the. Thereafter, I studied some postgraduate degrees, including, amparo and constitutional law, tax law, and conflict conflict of laws.

K. And how many years have you practiced law in Mexico?

Well, I've been practicing law since since I finished law school. That was in 1980. So I've been practicing for a while, and I started, doing some legal assistance, I would say, before.

And what kind of clients have you represented in your practice?

In the practice, I've been representing, individuals, corporations, private and public, generally. Okay.

Have you ever served as an expert on Mexican law in foreign courts before? Yes. Okay. How many times have you done that approximately?

Well, in in foreign court, about four times.

Okay. And are you familiar with the requirements for expert declarations in US federal court proceedings?

Generally, yes. Okay.

And are you familiar with chapter 11 cases that may have a component of litigation in Mexico involving a concourse or mercantile procedure?

Yes. Yes. I've been involved.

Can you describe your academic and professional affiliations, including any work with international legal institutions like UNCITRAL or INSOL?

Yes. I, lifetime member of the American Law Institute, Institute where I participated in the in the transnational insolvency project between the NAFTA countries, Canada, United States, and Mexico. I'm a member of the American College of bankruptcy, and I participate in the international committee. I'm a member of the International Insolvency Institute. I'm a founder.

We started back in twenty years ago. I'm a member of the Mexican Bar Association and other domestic and international organizations. Thank you. I also am a member of the International Bar Association where I was the chair of the, insolvency committee. And most importantly, I've been delegate at Oncitrail working group five insolvency where I had devoted the last, almost twenty years in participating in the drafting and enactment of the model laws on cross border insolvency and related model laws.

Thank you, sir. I don't think he's got the exhibit binders I need in front of him if I may approach. He may.

He may do this.

Okay. Mister Oskos, if you could look in the binder at tab I, I'd like to show you your declaration that was filed Yeah. In support of the verified responses at docket one sixty four. You should see that at tab I.

I have it.

Okay. Thank you.

And do you recognize this document?

Yes. And what is it? This is my declaration that I drafted, and it it views my sign my signature.

Okay. And is that your signature on page thirty one and forty two?

Yes. It is.

Okay. Is there anything in this declaration that you feel needs to be amended or changed since you filed it?

Well, you know, when we do some this kind of works and opinions or declarations, we we think about it, and sometimes we get additional ideas. But in essence, this is my statement.

Okay. And you understand that you you signed it under penalty of perjury. Correct?

Correct.

And to your, understanding as you sit here today, is the information that you put forth in your declaration true and accurate to the best of your knowledge?

Yep. Thank you.

What were you asked to do in connection with these proceedings?

I was asked to review judicial records of different proceedings regarding proceeding of a company, Contradora Dolphin, and some related legal actions that open two different proceedings. One proceeding that was brought by mister Eduardo Eduardo I don't know. 19. Do you

need some water, sir?

Excuse me? Do you need some water? Yeah. I think so. Well, one is a a a a legal action, seeking voidance of the stockholders meeting carried out on twenty eight March twenty twenty five, and the other action is a action seeking responsibilities or liabilities of the former administration of, the companies.

Okay. Okay?

And did you if you take a look at page on page thirty nine and forty two, we see exhibit b.

Page 30 Say again the note. It's it's

page thirty nine and forty two. It'll be on the top right page or whatever page you're looking at. Paragraph? Page up at the top. Thirty nine and forty two.

It's exhibit b.

Okay.

Okay. Exhibit?

Yes. And could you tell me what exhibit b is?

Let me see.

Exhibit a 32 to 42. This is my CV.

Okay. And that's exhibit a. Right behind that is in exhibit b. What do you see there?

Exhibit b. Well, this is my declaration, but I don't, I I don't see where exhibit b is. Let me just make sure. Oh, yeah. I I exhibit b is a list of documents of records.

And these are documents you reviewed in preparation for your declaration. Correct?

Yes.

Okay. And if you could, as you if we're gonna flip through kind of quickly to try to speed this up, but if you could took take a look at, for example, tab f. Tab f. There you have it. And do you recognize this document?

Yes.

What is it?

This is a court order dated 04/10/2025

about the, provisional measures that we're gonna take as far as

I remember. Okay. And

remember.

Okay. And go to tab g. Yep. And what is that?

This is a translation of a court order dated January 2025. This refers to the provisional or precautionary measures granted by the Concordia Court, mainly stay payments by debtors, to debtors, by debtors, and also the execution of enforcement of any legal action actions or extrajudicial

acts.

Okay. And we'll talk a little bit more about what's in them. I just wanna know that you've looked at these documents. So we'll go to exhibit j.

This is exhibit j, I think. Yeah. Yeah. This is the the 01/28/2025 order, preconsory measures under the concourse American team.

Okay. And if you could go to tab x.

Next time, we'll do witness I have it.

So what do you see at at tab x? Do you know what that document is?

This is a provisional state proceeding, regarding, proceeding 54432025.

Okay. And could you look at tab y?

The top line?

Tab y of

tab y y.

Y. Okay.

Okay. Yes. This is, a motion by means of which a bond policy was filed before the court, before the, civil district court in Mexico City. I mean Five okay.

I'm sorry. And you see that there's actually two parts to tab y. There's an English and Spanish translation? Alright. Yes.

English translation and Spanish. Correct? Yes. Okay. And what does this document reflect?

This is a voucher filed electronically before the, district court. Second district city judge in Mexico City filing, as I can see, the the bond of 2,400 Mexican pesos.

And is that Which

was the Is that

the same counter bond that we've heard of or we heard testimony about earlier?

Yes. Okay. Thank you.

Do you have any financial interest in the outcome of this matter?

Nope.

Is your compensation contingent on the outcome of this case or the substance of your opinions? No. Can you summarize your understanding of the dispute regarding the corporate control of Control Adora Dolphin?

Yes. What I understand and I learned from the documents and records I review, and what I've been told by counsel is that, there is a financing that is structured by the issuance of notes that were sold to finance, the borrower. Let's call it call it that way. And there was a specific and special security structure, basically, in two legal instruments. One is a warranty trust, Mexican warranty trust, and second, pledge.

In the warranty trust, assets of the borrowers were transferred as guarantee in case of default of the financing. One asset were the 99% of the stock of the Mexican companies. And this trust provides some situations in case of default, default. Such as in case of default, the beneficiary of the trust, meaning Wilmington Trust, may notice the trustee, cibanco, that an event of default has been occurred. And all there is a provision that that event of default may be cured during certain period of time.

If the event of default is not cured, pursuant to the provisions of the trust, the, trust c, c vanco, may grant powers of attorney to a person appointed by Wilmington as beneficiary of the trust to exercise corporate votes to exercise. But I must under underline that the trust is specific in providing that borrower keep the voting rights unless this condition happens, meaning the default, the notice of default, and so on.

So is it my understanding, you you you use the word warranty trust. Does that have some kind of, importance with respect to the full transfer of the shares?

No. This is a special, let's say, warranty trust, and I would like to tell all of you that it is Mexican trust. It is not common law trust. It's very different. The trust is a contract where there is a trustee, generally, a financial institution, bank.

There is the settler of the trust and the beneficiaries of the trust. The settler of the trust are the parties that transfer assets to the trust in order for the trustee to meet the purposes of the trust, specific purposes. In this case, this is a warranty trust. It is not a full nominal share transfers in ownership to their trust. It is very important because it is not the same to have transfer, let's say, ownership of some, immovable or any other property in order for the, trustee to sell it and pay my children.

No. It is not. This is a structure, business structure by means of which that will still upon the carrying out of certain terms and conditions, the bottom of the voting for the shares will start and. But in the meantime, if there is no event of default, the, borrowers keep full right to exercise their voting rights.

And is it my understanding trust agreement

Yep.

That issue here?

Yes.

And is it, well, tell me, is there are there specific procedures in place, that need to be followed to the extent there is an event of default?

Yeah. Yeah. The trust and in parallel, the pledge agreements provide that in case of an event of default, default on the payments. Let's read that way. The Wilmington Trust as holder of the pledge or the trustee under the trust may give notice of default in order for the borrower to be able to cure the default.

If the cure if the cure if the default is not cured, then it may start with two things which are very important to bear in mind. In the case of the pledge on the shares to execute or foreclose on the pledge to sell them and with the price of the sold the sale in auction sale, borrower will will be paid. In the case of the trust, the main objective is to warranty payment in order for the trustee upon disruptions of the beneficiaries at Wilmington Trust sell in a private proceeding, sell the the the shares, and with the product be given to the the first beneficiary, Wilmington. And this provision of the voting of the shares is something special, and it's kinda strange because it takes away the most important weapon of shareholders to organize, to manage the companies. But that's another discussion.

So just to try to get us moved through here, what is the significance of the 03/28/2025 resolutions purporting to remove mister Albora and others from the board?

The the stockholders meeting Yes. The twenty eighth March twenty twenty five? Well, the trustee, Civanco, and the holder of the pledge carry out a stockholders meeting with % of the shares represented in this stockholders meeting, we call that made on on the desk because there is no accord, and they determined or decided several situation. One was remove the current members of the board of directors and directors to revoke and grant new powers of attorney to seek filing of check to seek protection under The US bankruptcy code, and most importantly, filed for concourse American deal. Even though that in the same stockholders meeting, they decided to withdraw the concourse American deal taking place.

So this may be a little bit about out of order, but we heard a little bit of a discrepancy between the words withdrawal and dismissal of the concursome Mercato. Could you explain the difference?

Yes. Yes. Dismissal is an action of the court when the court finds that the action the lawsuit is foulness, lack of legal standing. So that's a core decision. Withdrawal is different.

Withdrawal is a right. It's a enforce my legal action, and I can't withdraw it, resign my right to purse to to pursue my legal action.

So I understand your testimony. It's your belief that the concourse of mercantile was not dismissed. It was withdrawn.

It was withdrawn. As a matter of fact, the concourse of mercantile at the time that the motion to withdraw it was about to be entered by the concourse of court, the declaration of concourse of mercantile to adjudicate debtor in concourse of mercantile.

And, just getting back to the March 28 resolutions, do you believe that they were compliant well, actually, let me clarify something that I thought I heard you say. Is it your testimony that you believe that the March 28 shareholders meeting had a % shareholder participation or did not have a % shareholder participation?

I've been I have asked records, evidence that % of the share were represented. I have not been given them.

Okay. And in your opinion, were the March 28 resolutions compliant with Mexican corporate and contractual law and procedure in your view?

I would say that the twenty eighth March twenty twenty five storeholders meeting did not meet the standards agreed upon under the trust nor under the pledge agreement. And specifically, it was the lack of notice of the default incurred by borrowers. I have asked it, and I have not given it.

Okay. And whether or not you've seen it or not, is well, just tell me. Is it is it important that a notice of default not only be be agreed, but also be served properly pursuant to the contract?

As far as I understand, notice default was never received by borrowers, specifically by the secretary of the board of directors as it is provided by agreement of the parties. Thank you.

And do you know when Controllador Adolphin was accepted as a debtor in a Concourse of Mercantile proceeding?

Oh, yeah.

When was that?

Controllador Adolphin?

Yes.

Was the, debtor filing for concourse of American till. That was a voluntary, filing of concourse of American till. The petition was filed. In Mexico, the concourse of American till has two main stages with one substage. The first stage is what we call the visit, where a visitor is appointed by the special specialist trustee office in Mexico, where the inspector or visitor reviews and make sure that the standard of insolvency is met.

That's a standard requirement in order to proceed with the concourse American deal. And I can say even that since in Mexico, we lack automatic state, like in chapter 11 United States. Generally, what the auditors request to the court is to grant immediately a precautionary measures in order to protect to get the stay, the stay for payments, the stay for enforcement or legal action in court or outside court.

And when Controller Dora was accepted as a debtor in Concourse Mercutil, was it required, prior to that to show that it had corporate authority to file?

Yes. Yes. Detector, with the petition of Concourse Mercantile, file a corporate resolution authorizing the filing of the concourse of Mercantile. It's a very important corporate requirement that has to be met.

And what role do corporate bylaws and Mexican public order play in evaluating these resolutions?

I'm sorry. I sat down for a while. Just check, like, agreement, whether or not there was a shareholder agreement, corporate bylaws are nowhere in his declaration. And moreover, if you look at exhibit b, he doesn't say in his declaration that he reviewed the trust agreement or the pledge agreement or whether notice was provided. No.

Your honor, we're happy to stipulate that the specific issues with respect to the documents aren't in, the declaration. But just like with their counterparty, this has been moving fast and he's been reviewing stuff so that he was fully prepared to give you the best testimony he could with what's going on with this proceeding. So we're trying to advise you as an adjutant of the court that he's trying to act as what's going on with these documents.

I'm gonna give some leeway here, and I'll permit the testimony you can cross. Thank you, your honor.

So I think my question was, what role do bylaws in Mexican public order play in evaluating, the March 28 resolutions?

Well, the bylaws is the main governing instrument of a commercial corporation, of a legal entity, and it has to be pursued as it provides. Any violation of the bylaws or the law governing commercial companies may may cause the act violating law or bylaws null and void.

Okay. And so we're gonna move on a little bit. Can you describe your experience reviewing and interpreting legal documents governed by Mexican law, particularly contracts with jurisdictional or choice of law clauses?

Yes. Yes. Documents, contracts, agreements that provide for choice of law If there are contact connections under the circumstances of the specific transaction is valid, could be done, such as those laws that may be governed a compact a a contract in New York law having New York as place of payment. So that's the general rules, and Mexico incorporates in our federal civil codes and commercial code and, commercial companies law the most current provisions of international private law that are very common in any jurisdiction.

Okay. And if you could, there's a smaller binder that looks like this and says continue.

Can I stand up and get it?

Yes. It's a smaller second version, but your your versions look a little bit different. But you have two exhibit binders? Yes. You're just gonna go to CC.

Okay. Thank you. K.

Mister Oskos, if you could go to tab

CC. CC? I'm here. Okay.

Could you tell me what this document is that we're looking at? This is

the, pledge agreement.

And who's the pledge agreement for?

This pledge agreement is to guarantee the, financing.

And what does this document purport to do?

To guarantee the the full and timely compliance of the terms and conditions of the 05/19.

Okay. And if you could, I'd like you to go to paragraph nine point o nine. And for this Nine? Our translator, I'm gonna need you to listen closely. Yes.

I I am. Okay.

You see section nine nine?

Nine nine. Okay. Nine zero nine. Right? Nine zero nine.

Yes. Jurisdiction.

Okay. What I'd like you to do is please read the full text of that section aloud, and I would ask the translator to provide the translation for the record as he reads. Correct.

It's section nine zero zero nine, jurisdiction. Shall I read in Spanish or in English?

Okay. If you could and read slowly, please. Actually, I'm reading In Spanish. The translator needs to make an official translation. We get her sworn

in? Oh, yes. We have to do that too. Thank you. Brandon.

Yes. Margarita Fondoklis, f o n d o k l I s. K. Thank you.

Thank you, madam. Translator, if you could provide the translation, please.

Section 9.09, jurisdiction, legis applicable legislation. For everything related to the interpretation and compliance of the present contract, in this ad, the parts are committed of express manner in I I I may I ask You can ask him for clarification. Irrevocably?

Irrevocable. Irrevocable.

It's very irrevocable. The, laws applicable of Mexico and the jurisdiction of the Court. Court competence of the Ciudad De Mex the Mexico, and they renounce of expressly a irreparable at any other jurisdiction that could be correspond in virtue of the respective homes to present presence or futures to the, location of the, goods or any other reason. Okay. Thank you.

Mister Oskos, could you just tell us in your own words what this provision, reports?

Yeah. This is, the law applicable for on this for any dispute that arises under this contract, we provide that it should apply Mexican law. And the competent courts with jurisdiction shall be those of the city Of Mexico. K. Does it say anything else?

No. That's it.

And does this clause affect which court has jurisdiction over disputes arising from this contract? Yep. And does Mexican law recognize this type of clause as binding on the parties? Yes. And what legal effect, if any, does the express waiver of other jurisdictions, have under Mexican law?

Well, this is expressed submission of jurisdiction and may not be waived unilaterally. It has it wanted to change as to be by an agreement of both parties. Otherwise, they parties any of the parties must submit any legal action related to any dispute re regarding before Mexican courts.

And are you aware that other financing documents in the stolen package said that, the controlling law or the governing law was, in New York?

As far as I remember, there is a mention in the notes, terms and conditions that provide for New York law.

Okay. And, so with respect to these Mexican pledge agreements, what courts have exclusive jurisdiction to address the enforceability

of these Mexican pledge agreements? The court located in Mexico. And I will say that in Mexico, we have a double judicial system. For commercial matters in general in general, state courts and federal courts may hear and decide commercial cases. Why?

For insolvency cases, concurs mercantil cases, there are special exclusive federal jurisdiction courts courts of concurso mercantil.

And how does the principle of lex societatis apply to Mexican corporations?

Lex societies is a, I would say, general principle in most jurisdictions in the world that provides that lex is a governing law of the commercial companies or legal entities pursuant to the law of their incorporation. Basically, there are some other, cases, but, that's it mainly.

So could you explain briefly we we heard, the justice give us a description of the proceedings that are going on right now in Mexico. Could you describe, in your own words, your understanding of the proceedings that are going on in Mexico regarding the corporate governance right now?

Yes. I would say that having a board and stockholder resolution, controlled Dora Dolfin filed petition voluntary petition for concourse of Mercantile. The concurso court granted precautious measures to stay payments and to stay any legal or extrajudicial actions, all of them, including those provided for under the trust, meaning the devoting rights on the shares that was stayed that was stayed because that was a right of the debtor in filing for. I want to make clear of that. These cases are very common.

This kind of provisions in trust and pledges are common. Why? Because creditors mainly, lenders try to secure the most they can, and this is a way they try to do it. But, they have to respect the rights of debtors. So that's regarding, conclusion.

The precatory measures were in effect. Later on, the, new administration I mean, Wilmington Trust and the, Cibanco, the trustee in the trust carried out a stockholders meeting on March 28. That was later. The regulatory measure were already in place, in effect, and the state was applicable. So they carry out this, stakeholders meeting where they decided to remove the administration, the members of the board of directors, to revoke powers, to grant new powers, to, out gain authorization to withdraw the Concourse American team proceeding to seek protection under the bariatric laws of United States and even to file for Concourse American team.

I'm curious, but it it is provided for under these stockholders' meeting decisions. And what after these, stockholders' decisions of 03/28/2025, mister, Eduardo Albor filed a civil action seeking voidance of the stockholders meeting, arguing lack of, fulfilling legal requirements that those are subject decision by the Mexican court. Still, there were granted some preculatory measures to stay to stay the effectiveness of the effects of that stuff for your meeting. No. And I would like to just to clarify, precatory measures are like the injunction measures in every jurisdiction of the world.

They keep this the status quo of a legal situation in the instant case, judicial case. So and that, this that dispute will be decided eventually by the final judgment that will determine if it is valid or not, whatever. The and the other, action that was filed by the new administration, let me let me call it that way, they file an accountability action seeking liabilities, responsibility of the of the performance of the former administration, including damages. That action is also still provisional measure that were granted, and they are they had been subject to appeals, ordinary appeals within the, let's say, this civil proceedings and also on paro actions. But at the end, those two proceedings will have to be decided by the court presiding the cases by means of final judgment.

And the thing will be these two will be decided upon final judgment after all levels of appeal are grant are overcome.

Okay. And not to get too far into Latin for those of us that didn't pay attention in Latin class, but you said sub judice. What does that mean?

Judiciary this is the, the legal procedural judicial situation when one dispute is pending decision in one court.

And does that mean that so so that I understand, does that mean that the court has taken jurisdiction of that matter?

The court has already taken jurisdiction, and that is still has to be, decided by the court assuming jurisdiction. Yes.

And what is your opinion of of Mexican, courts? Is that like an invitation for another court in another jurisdiction to override what's going on in that

It is a universal principle of law that while one dispute is subject, the spending decision in another jurisdiction, that that the court that first take it over or assume jurisdiction is a court that must, decide the dispute.

Sorry, your honor. I'll object again. This is beyond issues unique to Mexican law for which these witnesses should have been called for. Thank you. It's just I think

this is a declaration.

Is just that. It's your honor is is

well ordered. I will ultimately decide it, but I do think this was in his declaration.

Yeah. Your honor, I believe it was too. But, but let's let's try to move forward to get get through this a little bit quicker. So you'd mentioned about the fact that there were precautionary measures, that were entered, and we've heard about it with with various courts. But in the in the context of the concursal mark until, just so that we're clear, are precautionary measures similar to the do they have the similar effect of an automatic stay and under chapter 11?

Okay. And we heard earlier, you mentioned that, you believe that the precautionary measures were in effect, including with the transfer of shares. Did I get that right? Yes. Okay.

And does that have to do with respect to the type of trust Yes. At issue here? Yes. The warranty trust. Yes.

Yeah.

And I may add something which is important and it come to my mind. It is that these provisions under the trust agreement to exercise upon default these voting rights of the shares is kind of self administration of justice that with the state has to be stay. Because that exactly what the state is about. State enforcement in by means of legal action of ex out of court actions, private out actions.

And so so let me ask you this. So we're talking about controlled and filing a concourse of Mercantile. Could or should have controlled and filed a chapter 11 in The United States?

I would say this. I'm one of the authors of the mother-in-law on cross border insolvency from UNCITRAL. And United States adopted the mother law, which is chapter 15. Mexican concourse of law includes the mother law in title 12. And if the conclusion Mercantile in Mexico is prosecuted and wanted to be recognized in The United States, it could be recognized and be granted all the protection in United States.

But here, there is one element that is, very important in the structure of the modern law, which is the commie, center of main interest. If the center of main interest of the debtor is, for example, in Mexico, this, and the and the Mexican subsidiaries are located

in Mexico, and their COMI is Mexico.

Mexican law, COMI is Mexico. Mexican law, by this issue of public audit, order provides that Mexican court have exclusive jurisdiction.

So what is your opinion of how US courts should treat Mexican court orders and precautionary measures in the context of this dispute?

I would say that in my own experience, I have had the experience of having gotten the recognition of US bankruptcy proceedings in Mexico. Mexico has granted international committee to United States. And I expect that, judicial acts, concurso mercantil judgments, reorganization plan under the concurso mercantil be recognized in United States, granting international committee under chapter 15. Being in mind that the Mexican companies with adjudicated in Conclusive Mercantile had their commie central main interest in Mexico and vice versa. If the commie is of a company in United States and after the bankruptcy of chapter 11 is adjudicated, it would be recognized immediately in Mexico, including, under certain circumstances, the automatic state.

And do you believe there are any risks inherent in not allowing or honoring, international comedy in this particular particular context?

I would say that under the modern law, chapter 15, United States, title 12, Mexican dolphin companies will come in Mexico do not qualify to file directly in United States for chapter 11 from the Mexican perspective. From the Mexican perspective, understand how the jurisdiction in United States may be assumed even by having $1 in one checking account. It's it's incredible and beautiful, the system in United States, but we move by rules, and the rules says that.

So just so I understand, let's assume for a second that controller Doria is properly or not properly but filed as a debtor in The United States and orders issue from the court. What happens to those orders? Do they do they have to get domesticated, for example, in Mexico?

I would say that United States has some very incredible weapon, extraterritorial jurisdiction, the long arm. I wish I had it. But in order to recognize legal acts, judicial decisions, those have to be recognized in Mexico regarding insolvency under our title 12, which is equivalent to your type chapter 15. When once once to enforce a foreign judgment in Mexico or in United

States. Okay. And, have you had a opportunity to read the declaration of justice Ramos?

Justice, Donya Margarita? Yes. Okay. Yeah. Yeah.

Yeah.

I'm a reporter as justice.

Yeah. I I read it. I read it.

Okay. And is there anything in your declaration or your testimony here today that you you think requires a little clarification?

Well, first of all, I congratulate the foreign minister of from her, declaration. It's quite interesting. It's the view of a former minister justice, the most prominent judges in our system. But I think that there are some views that can be complemented that opinion. And I will say, one, about the the nature of injunctions in Mexico, precursory measures, when given by court order ex officio without the participation of the other party.

But be in mind that the other party has a remedy to challenge the injunction. The injunction just stay, suspend the effects of the act purported to be keep as status quo. The decision about the legality, validity, enforceability, and binding of that act, that's exactly the subject matter of the eventual decision on the merits that may confirm or declare null and void.

Okay. And just so that I understand and we're clear on the record, is it your view that the appellate, APOTO, and local court proceedings have not proceeded to final resolution at this time?

No. No. Those two action we have discussed already are pending decision by the exclusive jurisdiction of Mexican courts that have already taken over these cases.

Okay. And do you have any concluding thoughts for the court about why your opinion should be accepted and relied upon?

I would say that from the professional point of view, and as I stated from the very beginning in my declaration, I wanted to share what I have learned and experienced in more than forty five years of practice. And it's this, what I had told you. I I I have no interest whatsoever of who prevails. No. It doesn't matter.

I want to have a clear, effective insolvency system worldwide. And that's what we do in Oncitrail, and I invite you to to take a look at that. And I think that if this Mexican company having coming in Mexico are placed in bankruptcy, in insolvency in United States, those proceedings will not be recognized in Mexico because of violation of manifest violation of Mexican public order and fundamental principles of law.

Okay. And just one final thing, and this is for the court's edification. You'd asked earlier about, what the what the meaning of respiratory effect is, and I thought maybe we could have him take a swing at it. And, if you could if you could, just try to explain what does respiratory effect. Yeah.

I think that because of respiratory is the the granting of of the relief sought in a in a legal action in the merits of a subject sent dispute. Meaning, if the Mexican court find that the meeting is legal, valid, and binding because all the legal requirements and contractual requirements were met, fine. It will be confirmed. But if the Mexican court finds that that stockholders meeting did not meet the standards, the terms and conditions agreed upon by the parties, they will void that stockholders meeting and their decisions with the visual effect as it is legally in procedural judicial proceedings that it has to be retroactive as of the day the stockholders' meeting was, carried out. And it is not consummated.

It's not consummated. It's it's it's it's it's, you know, it's it's virtual. It's law. We cannot see the law. The law is in our fault.

It's our feeling. It's different.

Okay. Just one more question for the for the, benefit of the court if it so please, sir. What is suspended application? What does that mean?

Suspended application is the request that a party ask a court to state some court decision, court act, or some act of the authority. In the Amparo action, when administrative act is performed and we consider that it violates human rights or fundamental rights, we ask the state to suspend to to stay suspend suspension the amparo. And in the amparo, there are two stages for this state. Suspension provisodal, which is shorter, and then it comes suspense final state or suspension that after a hearing, the court decides whether to grant it or not. And it is sub it's just injunction.

It's temporary. It's limited for a certain period of time, and the rules for granting a bond or counter bond could be done. But the so we just send decision is pending to final decision on the merits.

Thank Thank you. Your honor, if I could just have a brief minute, I may be done. Yes. So I do wanna clarify one point. You had mentioned, earlier in your testimony regarding the requirements that had to happen with respect to, the notice of default and things like that.

And I wanna clarify, is it your understanding that, based on discussions, Are we gonna ignore it like we do it?

Let me find out what's going on. Is there some emergency thing?

Is that close?

It's an amber alert. Oh, wow. That's our phones that are doing that? Yeah. Okay.

Let me see if I can get my question in. Okay? So I just wanted to clarify. Do you have you don't have personal knowledge whether or or do you have knowledge of whether a notice of default was ever received by the secretary as you as you mentioned in your testimony earlier?

The first thing or piece of record I asked was the notice of default. Because by meeting the standards, the contractual standards that may enable, entitle borrowers, beneficiaries to start provisions under the trust and under the pressure, and I was not given it. And to me, it like if it it was never given.

Okay.

And, have you been advised since, you've met with counsel whether or not the notice of default was recently

served? I inquired today Mhmm. Again, insisting on that. And I was told that there was a communication that was sent by email last May, some day May 27, something it was not received by the secretary of the board of directors as provided for under the trust. And you during the period of time, that has to be done.

So your testimony is that you understand it wasn't timely received based on timely received based on information that was given to you? Yes. With that go ahead. Okay. If it was received assuming it was received last week, would that be timely notice of the default?

Well, that will be blocked by the stay by the conclusive stay.

Okay. With that, your honor, I'd like to tender the witness subject to redirect.

Yes. Yes. We'll cover, we'll take a ten minute recess. Please do not discuss your testimony during this recess. Thank you.

I will. Of of proceeding. I'm gonna need to leave Thank you. I will do. Of of

proceeding, I'm gonna need to

leave with your honor's indulgence around 04:15. I have to catch

a flight at court in another jurisdiction tomorrow.

Okay. Not a problem. Okay. Thank you. Thank you.

Just leave when you need to leave.

Please rise. Please be seated.

Your honor, it'll be, hopefully, a brief cross. Your honor, based upon the testimony you're gonna direct, the debtors are gonna mark, one more document as an exhibit. It'll be 43. I have, copies for the witness as well as the court and opposing counsel, your honor. May I approach?

You may. Thank you.

Good afternoon, mister Oscars. You recall during your testimony during direct exam, you testified that one of the fundamental first things you did when you got engaged is to look to see if notice of default had been provided to the borrowers. Do you understand do you recall that testimony?

Yes, sir.

I've put before you, debtors exhibit number 43, letter dated 05/17/2024 with a title of ray, notice of event of default and reservation of rights. Do you see that?

Yes. Do

you see if you could turn to the second page?

Yes. And you see

that first full paragraph where it says notices hereby given that certain defaults and events of default have occurred and are continuing under the senior NPA as a result of the obligor's failure to comply with certain terms and provisions of the senior NPA and other finance documents. Collectively, the existing defaults, including but not limited to the existing defaults listed on exhibit a attached here too. Did I read that correctly? Yes. And if you could turn to the back where, it says exhibit a.

Do you see on these next three pages where exhibit a lists 19 events of default.

Yep. And

if you go back to the front of the document to see how it's, addressed to control a door, dolphin attention, Concepcion Esteban. Do you see that?

Yes.

Miss Esteban is the secretary of control of Dora. Correct?

Yes.

Mister Orozcoz, as you sit here today, there is no order from any Mexican court that has stated that the 03/28/2025 resolutions are not valid and enforceable. Correct?

What

happens and I would like to answer your question saying that that will be precisely the subject matter of a decision in the actions brought up that are pending decision.

I understand that's your testimony, but if you could just answer my question. As you sit here today, there is no court order issued by any Mexican court that has found that the March 2825 resolutions are not valid and enforceable. Correct?

The answer to your question is that as a general rule of law, civil law, is that once an contract or act is secured, it is presumed to be valid until decision is made to be null and void if that happens. But that is a general presumption. The question is not cannot be answered in the way that the stockholders meeting of 03/28/2025 is valid binding. It's not. It's subject to a judicial decision in a final judgment.

Let me ask you a different way. You can't point to any court order in which a Mexican court has decreed that the 03/28/2025 resolutions are not valid and not enforceable. Correct?

Hello?

Your honor, can I instruct, your honor to ask the witness to answer that very particular and precise question?

Could you please repeat the question? Sure. Just I want to answer

Sure. As you sit here, you cannot point to any specific court order issued by a Mexican court in which that court held the 03/28/2025 resolutions are not valid and not enforceable. Correct?

There is a pending decision that will decide that. The answer is there is not yet, but the qualification is because it is subject to a final decision. It's and meaning is that it is pending to a final decision to determine its legal validity and if it is binding, legal, and enforceable. But I cannot answer in an open answer.

I think we'll let the record stand on that, your honor. I have, I'd like to approach your honor with, I think they're they're already admitted, but it's probably just easier if I go from here. Okay. There's 28, You know what? Here.

I have plenty. There you go. You even get a color copy. Thank you. Since you've been engaged by mister Albert, do you recall seeing this document?

Yes. This is a translation of a judicial order rendered by the, I believe it is the second district court in commercial bankruptcy matters.

Sure. So is it fair to say that

The concourse Mercantile court.

Sure. Fair to say that this is an 04/14/2025 order of concourse of court? Yes. If you could turn to page seven of this document. Yep.

Looking at the so there's you'll see the 1234, and then three paragraphs. Do you see that? Yes. And in the middle paragraph, and I'll read it. In this case, public instrument number 33553 of March and March and March shows the willpower shows the will of the majority shareholder, Simeco, Sesedad, Anamiam.

Sorry, your honor. Since Sutoshion, Debanca, multiple, parenthetical, who also appeared in that capacity at the ordinary general shareholders meeting of numbers, November seventh two thousand twenty fourth in which the board of directors was empowered to formally request on behalf of the company before the competent authorities and agencies its declaration of insolvency and conciliation stage and parenthetical to withdraw from the insolvency proceeding being fully empowered to do so. Did I read that correctly?

That's what it says. Yes, June. That's the reading.

Your honor, I have no further questions.

But I would like to clarify something.

Your honor, I have no pending question.

There's no pending question. Yes.

Mister Oskos, did you wanna clarify?

Yes. I wanted to clarify because I first of all, I thank you for the question because I asked myself about this. And the answer to me is that when this motion to withdraw was not explained and stated with all the facts surrounding the issue of why this was this decision to withdraw or this authorization to withdraw was made. So in general, I would say that the motion should tell the court the circumstances surrounding this petition because it's just I withdraw. I have authority to withdraw.

Period. So it is a more complex because concursable Mercantile cases is not only the interest of creditors. It's the interest of all the group of creditors, meaning all labor, tax, suppliers, financing, everything. Perhaps in the bankruptcy court were aware of the circumstances otherwise had ruled, perhaps it will not admitted this withdrawal. That's only my my my concern.

Thank you.

So one more question. Just referring to, Exhibit 43, which is this, letter

Oh. That you were just showing.

Can you

see it? Yes.

Do you see anywhere in this letter proof that it was served timely?

Well, first of all, it is dated 05/17/2024, long before. Long, long before. And it has not acknowledged receipt. And, you know, in my practice, I will object this document because it's not authentic document. It has no proof of any evidence of being true and authentic, even the date and the content.

No further questions, Jeremy. Thank you.

Thank you, mister Atas. You may step down.

Thank you very much. Thank you.

Yes.

Eduardo Albor, a l b o r.

Thank you, mister Albor. Has the transmitter been Good afternoon, mister Albor.

Good afternoon.

When is

that the

Okay. So just as a a ground keeping thing, you understand you have a translator here available for your use. Correct?

Oh, yes.

And you believe that you'll be able to answer questions for the most part in English. Is that right?

I'll do my best. Okay.

And if you get into difficulty, you let us know so that we can get the translation. You agree to that?

Yes. Thank you. Thank you.

Mister Albora, you've given us your name. What is your current, position and role with Contola del Red Dolphin?

I I am the president of the Concealer Administration. That's the position in the company and, responsible for, the the CEO of the company.

K. Can you can you describe your professional background and experience in business and law?

Well, I I attended the law school, and I that is in Mexico. Then I had the opportunity also to do some additional, preparation in actually here in Philadelphia. And I also practice, as a lawyer until I joined the the company, which is Dolphin Discovery. That happened in 1990 at the end of nineteen ninety eight, and then I took the position of the director of the company since January.

It's about thirty years you've been involved or a little bit less with Dolphin Company?

As, ask your question again?

Yeah. So how many years have you been, involved with, the Dolphin Companies?

Now twenty seven. Okay.

And do you have any other, recognitions, with respect to, like, for example, Romania?

With respect to?

Romania.

Well, actually, yes. I'm the honorary consul, for Romania in, in in Quintana Roo and Yucatan, the states. That's that's something that, it's been, like, for eight years.

Okay. And are you any kind of regional board with respect to BBVA Mexico?

Actually, I was invited to become member of the regional board for BBVA since, seven, eight years.

And what is BBVA?

It's a it's a bank it's a it's a Mexican well, it's a international bank bank bank.

Can you tell the court a little bit about the history of Dolphin Group and how it has grown under your leadership?

Well, when I joined the company in 1999, I was I mean, it was really a small company. We're only two operations, and I think that sixty, seventy employees. Then I had opportunity to, well, to to to develop the company, Turkey International. We opened our first business, our first location in the British Virgin Island that was in '20 in 02/2003. Then we took our we we had our first our first acquisition, which is it was a a park in Hawaii.

We bought it in 02/2005. And then we continue growing with, our own resources. The company actually was the first company with the Dolphins that went international. We went there and expanded the business in The Caribbean, expanded the business in Europe, and and then in the company will grew by the self with its own resources until 02/2015 '2 thousand and '15 when we had our first financing. We issued an offer a hundred and 15,000,000 with a company called MGG Investment.

That was in 02/15. With that money, we bought one part in in The United States. We bought, the other one park the first park in Italy, and then we bought a a the business the whole the whole business, dolphin business in Jamaica. That's Dolphin Corp. So with those acquisitions, basically, we became, I mean, very I mean, an international company, and we were we're really successful with this growth to the point that in in 02/2019, we, restructured our debt, and it's when, potentially, in 02/2019, body note, we have reduced the debt from a hundred and 15 to a hundred million.

And I want to point out that, we we never, failed in the payments of our interest or in the payment of our obligations with MGG investors. But, I give it to, that we were I mean, that we saw that we could fulfill our obligations, we restructured and and we improved our conditions, like the the interest rates and all that. We improve our financial conditions and in 01/2019, potential made investment. And and with that, that gave us opportunity where we reduced our cost of financing to even make additional acquisitions. We got two more parts in two other parts in in Italy, another business in Dominican Republic, and and Marinerland.

And, so we expanded our business in that happened in the refinancing was in April 19, and we made these acquisitions. And we were with these acquisitions, with the reduction of cost, we were prepared to have the best year of the company in 2020 until March 2020.

And what

happened in March of twenty twenty?

Well, I

had I'm insulted that I never had thought that was going to happen because my my strategy my strategy, the business, is to make it global. So, like, we say, don't have all the eggs in the same nest. I mean, we're we are exposed to hurricanes. We are exposed to, we're in Latin Latin American countries, situations that the exchange rates. We are exposed to many things that I thought, well, I mean, it can never happen that every something happens in the world that I have to stop my business.

What happened? I mean, I never thought. But on March I said it was Friday, March 13. We closed all the business one day, and and because of the COVID, and I was I see an unexpected situation.

Okay. Well, we'll talk about that a little bit more in a little bit. You mentioned before that when you got involved with the company, I think you said there were 60 or 70 employees. Is that right?

Yeah. Six is

And, I'd ask you as of the time that

you No. No. No. Let me correct. 60 employees.

No. It was the office, we had, like, 12 offices and 60 employees. Yeah.

Okay. And as of the time that you filed for Concourse Marco in Mexico, how many employees did the Dolphin Group employ at that time?

More than 2,000 employees. More like, yeah. More than 2,200 something like that.

And you

started with 12 dolphins. How many dolphins do you estimate you had when you filed for concussions?

Around 300 dolphins. Okay.

What steps has Dolphin Group taken under your leadership to ensure the welfare of marine animals?

Well, I have to tell you this, and this is something that everybody in the company has clear. Other than people's safety, animal health health care runs first. They have a clear instruction that when there is anything related to animal well-being or animal health care, even that's are the people in charge like that, like vets or trainers? They have open communication with our competitors. When there is anything about the animal, even if it's our competitor business competitor, they they can go and help them because animal hair care is the first.

And that's that's a commitment that we have, and that is what has made us to become not only the largest company in numbers, the largest company in number of marine mammals, but we've been always leading, with respect to animal care, animal well-being. Anything related to marine mammals, the company has become like a reference.

I'm curious. Is this a is the Dolphin Group, is it just a is it a dolphin welfare company? I mean, what kind of company is it?

Well, that's a very good point. Our that's a very good point. The company is about making people swim with the dolphins and interacting with animals. And this is something that has a component of educational, showing the people, especially families and children, the commitment with the animal cares and the commitment with the environment. So, basically, we we give experiences to the people, of interacting with the animals and and, obviously, all all the people who comes to our location to sue with the office is people who love animals.

I mean, animal lovers, mainly their families. And they always care and look, hey. How you treat the animals? How are the animals well taken care? It's people that ask questions, and we need we want to show them how how by taking care of the animals, you are taking care of the environment.

And from a business perspective, is it a good idea to be mistreating the dolphins and the other marine animals that

you have?

I well, we don't look at this as strictly as business. I have to tell you, from my perspective, and this is what I have tried to to deliver to the people who work in this company, it's beyond business. It's beyond a commitment. It's a mission that we have. And then business come by itself.

And so just so I understand, how important is it to your business model to ensure that the the marine animals under your care are taken care of?

That's top priority. That's top priority.

And, for example, do you have, like, do you do wild captures of dolphins?

Not at all. I mean, this is something that, I mean, I don't remember when was that we ever did, but it's all about natural breeding. It's a natural breeding of our own animals.

And you did mention that you've had veterinary, staff veterinaries on staff to to ensure that the animal welfare is taken care of?

We have a very well structured group of vets. Actually, there is one vet in each location. Each location has a bet. I I don't I wanna say depending on the size of the location, a junior or a senior bet. And then by group, they have to any to speak between themselves and then they have a chief vet, corporate vet, that basically supervises regional vets, supervises local vets, with the idea that each location has to have in place a bit to make decisions, record their decisions.

But any situation, they have to speak with between themselves. And not only that, sometimes they even make groups or committees that speak with best from other entities from other companies like SeaWorld, Shell Aquarium, Georgia Aquarium. I mean, they have committees that exchanges, experiences.

And you mentioned you have a chief veterinary officer. Is that right?

Yes. We do.

What's his name?

Guillermo. Do doctor Guillermo Sanchez.

Just as a housekeeping matter, this if you could flip to exhibit h in your binder.

The the the what? H.

Stock document 88? That's right. Okay.

You recognize this document?

Yes. I see.

What is it?

It's a verified my verified response to debt of motion.

K. And did you review this before it was filed?

Yes.

And do you recall signing this document, with a verification?

Yes. I did.

Did you understand that when you signed that verification, you were signing under penalty or perjury?

Yes.

Under the

laws of The United States?

Yes. Indeed.

Okay. And could you also, take a look at real quickly at exhibit e?

Let's

see it.

Which page is I can help the process. It says page six of, which page? Yes.

K. We're taking a look at a document. It's got a docket eighty eighty seven on the top. Do you recognize the story?

No. We are in Tab E?

Tab E.

I hear the statement. I'm sorry.

Yes. Tab E.

Tab e.

So do you recognize this document?

Yes. What is it?

This is also Eduardo. Verified response to damages motion for entry. Yeah. One order. That's document 87.

Did you read this document before it was filed?

Yes. I did.

Do you recall, signing this particular document with a verification at the back?

Yes. I do.

Do you understand that you were signing this document under penalty of perjury under unit of the laws of The United States Of America?

Yes. I do.

And with respect to these two exhibits that I've shown you, e and h, you understand you're only verifying factual statements. You cannot opine to law. Do you understand that? Correct?

I do. K. Now we

were talking a a few moments before about the chief veterinary officer. Are any kind of health reports provided with respect to the care of the dolphins on any kind of periodic basis?

Could you ask the question again, please?

Sure. We were talking about the chief veterinary officer, and he's in charge of the health of the the dolphins. And so what I'm asking, are there any kind of reports that are generated with respect to the health of the of the dolphins on any kind of basis, like weekly, monthly, something like that?

From the from the chief chief legal vet?

From the from the chief veterinary officer? Yes.

From the chief legal from from the chief

vet? Yes.

Well, I mean, he has this is several reports, but at least he sends me a weekly report. That's I mean, it could be could could be even a a special situation that he sends me a report when that happens. But, otherwise, he has to send me every Friday a weekly report on on the health status of of any animal that has is under under any train treatment.

And do you and you personally do you personally review these health updates for animals that are at your facilities?

I do.

And to your knowledge, have the marine mammals under the under the under your care at the entities you possess and control received ongoing veterinary on oversight?

Yes. Actually, the report I mean, it is sent to me as the chairman of the a committee. We have a committee where there is the debt, senior vessel of each region, and the and the people the the the director of the the of the regional parks, which is Mexico, Caribbean, United States, and Italy. So the report goes to all them as well.

And are there formal systems in place to monitor the aging animals and those with medical conditions?

Yes. There are also some, internal reports that the trainers, especially the senior trainers, sent to the vets, to the local vets, and they have to report because the vets are the people who review in a weekly basis the diet of each animal. The each animal has a special diet depending on the season, depending whether it's the gender, depending on the age, depending if it's pregnant, and so on. And the trainers have to report sometimes changes or or suggest changes based on certain, special situations.

Okay. And I like

But that's a that's a very a very interactive communication, and it's I beyond reports is, I mean, any situation, they immediately get in in communication.

Okay. So what I'd like you to do to you now and to to speed this up, we're gonna look at a few quickly. But I'd like you to take a look at your binder at exhibit l.

Yeah.

And you can go through l, m, n, o, p, and q, and just look at those briefly.

E l.

E l. Uh-huh. And

which one? Which one? M?

You can get all the way up to q.

One of the q. Yeah. Okay.

Okay. So with with going through without going through each one, are all of these documents similar types of, medical records?

That is an executive. This is an executive report of the committee. It is which is the one that I receive every Friday. You have to keep in mind that it's a report. It's a medical report, executive, not not for vets.

Okay. So let's take a look at Elle, if you would. And I'd like you to look at that front page.

And Yes.

This title says medical report for all marine mammals located in all habitats of Dolphin Company in Mexico. You see that?

L, you said l? Saint Louis?

Yes. And what's the date of this particular report?

The one dated May 6?

Yes. May 6. Right?

Uh-huh. Message. Which is your question?

I was just asking what the date was.

Yeah. This is.

Okay. And it said it shows on here for the facilities. These are the facilities, where the dolphins are that are under your, possession and care.

This is the listed facilities in Mexico.

Okay. And we also see there's a list of veterinarian lab team. And are these the regional veterinarians that you were speaking to before?

Correct. In Mexico.

Okay.

One in each location.

Okay. And then also we see that there's a list of individuals and species in our care?

Correct.

And then it also has a a report about the preventative medicine program. Do you see that?

Correct.

And so let's just talk about the preventative medicine program. What's that about?

Yes. As you what I was explaining there, there is a it's better as to do together with the trainer a daily, examination in the morning at the dolphins. It it may happen something during the night and say, hey. This animal is now, looking different and they I mean, this is in a daily basis. That's between them.

That's one of the reports.

Okay. And I

Which I

don't get. Yeah. That's okay. And if you flip to

the backside

of that page Mhmm. On l, you'll

see current

health status. Uh-huh.

You see that?

Yes. So as of May 6, this is the health status of the marine animals, in your care. Correct?

That is correct.

And we see a name at the bottom. What name is that list what name is that down there, with the signature?

Guillermo Sanchez. He's the chief veterinary nurse.

Okay. The the chief the chief veterinary officer that you spoke of moments ago. Correct? Correct. So go to, tab m.

And I'm not gonna ask about all of these, but are these specific reports on actual named,

dolphins?

Mhmm. Correct.

And it's telling what the issues are. Well, why don't you tell me what their what it reflects about these dolphins generally?

Generally. I mean, this is what I was telling you, a weekly report. And, the weekly report is even a follow-up of the of the prior weeks. So any situation, if there's a follow-up, it it comes in the weekly report, or if there is any new situation, it comes. Again, this is a weekly basis, and it includes any health situation of any dolphin in any location, not only Mexico, in The Caribbean, in US, or in Italy.

Okay. And the only difference really between m, n, o, p, and q is just the date?

Correct. It's a it's a weekly report.

And what do you do once you get this report? What do you do with that information?

Well, basically, we do it. And if there is, if there is if I see any special situation, I'll put you an example. Just last Friday I mean, in the last report, the the chief vet mentioned that we are implementing special program for vet not for, for, dolphins that are becoming senior of age, and they're adding additional additional treatments. So, basically, when I reviewed this, I I began a a discussion of, relocating them in one location. So if I see this special situation, then I immediately get in touch with the vet to see how how it is treated.

Okay. And with respect to the marine animals under your care and control, are you required to follow any state or local regulations in Mexico regarding your health, safety, and welfare?

I I

ask ask the question again. Sure.

So with respect to the marine animals in your care, the dolphins in your care, are you required to follow any state, like, say, Quintana Rook Mhmm. Any state or local regulations, say, Cancun Mhmm. Regarding their health, safety, and welfare?

Well, there are indeed local and federal regulations.

Federal. Okay.

Federal regulations mainly. We have to file also reported to the federal level.

Is that similar to the type of reports that you had with the USDA at The US based facilities?

I it's dissimilar. It's dissimilar reports. It's even I mean, more complex in Mexico.

Okay. And what regulatory agencies provide regulations with respect to marine animals in your care in Mexico?

This is called CEMARDAD, the Minister of Environment.

Okay. And to your knowledge, are you compliance in compliance with your regulatory obligations in Mexico regarding the health, safety, and welfare of the marine animals under your care and control?

Definitely. Otherwise, we get our license suspended. Okay.

Can you explain to the court how you intend to care for the health, safety, and welfare of the marine animals in your care and control while the corporate corporate governance dispute is being addressed? Can you say that again?

I I'm I'm I'm confused with your question.

Okay. So can you explain to the court how you intend to care for the health, safety, and welfare of the marine animals in your possession and control while the corporate governance dispute is being addressed?

I just doing the same that I've been doing. There is no change for us.

And how long have you been doing it?

Twenty eight years. And by the way, let me tell you. This weekly report, including the one last Friday, the weekly report on the company, it it is still going to the regional director in USA and Italy because the chief there knows keeps in communication with them, and and and he knows that anything related to animal care health care feel that we are still responsible for odor.

And you've heard before that there have been allegations of mistreatment at The US a couple of The US facilities with respect to dolphins, but are there any USDA reports currently saying that you have done something improper with respect to dolphins at The US based facility?

Not that I'm aware or at least none until until the rest the control of the responsibility went to the other group. Not that I'm aware. Okay.

You mentioned earlier that the Mexican entities have employees. And what obligations do you have with respect to those employees? For example, do you have to pay them wages?

Among many, many, many others.

Do they have benefits that you have to pay for as well?

They have benefits. We need to give the a safety environment, a safety place to work. And, I mean, all the benefits that they have, including the payroll. Okay.

You have things like like Social Security like we have here in Mexico that

it has to be paid? We do. And moreover, even in each location, we have a we call a well, it's a place where they have we we give them food, lunch to everybody every day.

Okay. And how about insurance? Are you required to to provide for insurance for that?

We provide not only the insurance, which is by law, but a private medical insurance for as some additional benefit.

And just so we're clear, are wages currently being paid, timely to your employees?

Wages are currently, some commissions or or bonus, we pay them an a month after.

Okay.

But, we keep current.

And with benefits or benefits being paid?

Benefits have been paid.

Social Security is being paid?

Social yeah. Social Security has been paid.

And your insurance obligations have been met?

Yes. Indeed.

Are you aware of any pending audits by labor or Social Security authorities regarding employee care or payment?

At least in Mexico, I'm not I'm not aware of any. Okay.

Can you explain to the court how you intend to ensure going forward that the obligations related to the employees of the Mexican entities will be met while the corporate governance dispute is being addressed?

Well, basically, with the, with the own, business and the own cash flow that we have, we're meeting our obligations. Of course, we've been since, months, basically since September, October, we've been reviewing how to become more efficient, making, or making businesses to be more, review how to become more efficient and even reducing an expense that is not necessary. So basically to to make sure that at least with the resources that we have, we can meet our obligations.

And we've we've heard some, reference before and certainly in the documents with respect to about $47,000 being on hand in a report that was provided to, the debtors. Do you recall that?

Yes. I do.

Okay. That seems kinda kinda low, doesn't it?

It is. Is there

an explanation for that?

Yeah. There is an well, there is an explanation, and regardless that, there is a special situation. That is a report that happened to be the the last business day of the month, which was Friday. I mean, the month the day before we had one more cash, but there was a payment of all the benefits and the last no. It's in a biweekly basis.

But at the end of the month, we have to pay bonuses, commissions, and additional obligations that happen to happen at the end of the at the end of the day, at the end of the of the month. Besides, it was many commitments that we have with vendor suppliers, and and that's why it took a lot of our cash flow. And most of the collections that we we have from, from clients, from travel agencies, from any other comes at the beginning of the week, Tuesday, Wednesday. So, that was that was like

a

a day that we had to make a lot

of payments.

Based on your experience as CEO of Dolphin Company over the years, what can you tell me about the time of year that we're about to enter into and the potential revenue that Dolphin companies get? Is it gonna go up, or is it gonna go down?

Well, I mean, the the big season begins with the memorial weekend. I think that is the May. As as that's where the big season begins. Then we have you have June, July, August, which is especially because also Mexico, there are vacations, The Caribbean, and should be also the big the biggest season for, The US parts and Italy.

Okay. So I wanna go back for just a minute. We were talking earlier about the concursal Mercantile being filed, and you recall you filed that on December thirtieth of twenty twenty four. Correct?

Oh, yes.

Okay. Why did you file the concursal mercantile in Mexico as opposed to trying to file a chapter 11 in The United States?

Well, number one, the main business is in Mexico. Basically, more than 50% in I mean, when you put to altogether US, Europe, I mean, in a daily basis, nearly 60% of our revenue in business is in Mexico. You can see with the number of occasions. And the company that was filing for that is a Mexican company called Tula Lora, which was, like, the holding company for all of their subsidiaries, including US, including Europe, and including The Caribbean. So the the the main business is Control Adora.

And and finally, because Control Adora was the issuer of the debt. So the Control Adora had the the death with the senior lenders and the junior lenders. And the so we've we had to file it in Mexico for all the reasons. A Mexican company predominantly Mexico business, and it was the issue of the debt.

And to your to your knowledge, after the concursa well, let's let me ask this. Prior to the concursa Mercantile being filed in January, to your understanding, did the noteholders have any idea that you were considering concursive mercantile if you couldn't get a deal with respect to financing?

Well, yeah, it was filed by December theory. I'm I'm I'm already days. What's the December 30? We sustain for nearly I mean, for well, actually, for from December 20 December '20 '3 until October 20 until October 24 for nearly a year, we kept working a potential restructure of the death all this time with from December until that time. But in June, at the June, following the recommendation of the senior lenders, especially from Prudential, we retain FTI, which is an entity that represent us in the negotiations with the senior lenders.

So, like, beginning July, the communication was the company with FTI and FTI with this with the senior lenders, with Prudential and SINA. So it was, and we continue all the negotiations for the restructure until, mid October, late October when everything noticed that they they didn't want to speak with me. So I'm happy to hear that they decided to stop any negotiation. So under those circumstances, when I brought this situation to the board, we review what were the other options that we had. We said, well, I mean, if if we have been told through Baker and McKenzie representing senior lenders that we don't want to continue any talk with the company and we don't want to speak with Eduardo anymore.

That means that, we have nothing to do. Then we decided to go to Conclusive Mercantile, which that was our our plan b. And and I remember this is something that at one moment, I even mentioned and I even spoke about this with, well, not the lenders, which is structured that, I mean, if there was no negotiations, the company have no other option to go to a concourse American till in Mexico.

Okay. And just so I understand, you're talking about, what let me strike that. Was any of term sheet provided prior to the shareholder or not shareholder meeting, but this board meeting that you're referring to in October of twenty twenty four?

Yes. We received through we received a a term sheet provided by the lenders, senior or we received it through FTI, a term sheet that was approved by senior and junior lenders. A term sheet took like four or five months to discuss terms and conditions. And basically, the financial terms and conditions, we got to a point that was satisfactory.

Say

that again. I'm sorry.

The financial terms

k.

Of the term sheet that was discussed through FTI. FTI did the negotiations, with the lenders, senior engineer. The financial terms that we received, it was satisfactory, as a plan for restructure and going ahead in the following years. But in the last in the last weeks, we start receiving you know, I mean, first, you focus on I mean, it was focused on the financial condition and then covenants, and then we got into a different covenants, which include in the governance. I have to keep in mind that I I have three roles.

One as a CEO, one as a member of the board, and another as a shareholder. So the three roles are very different, and I expected the lenders understand the three roles. And then when this governance about governance, I told FTI, and I put it in even in an email, that I couldn't decide anything about governance as CEO. Well, that had to be decided by the board because governance issues are not decided by the CEO. I decided I'd like to to to and I always kept in a monthly basis, and I maybe in a biweekly basis, I'll report to my to the board members about the negotiations.

Even decisions, the the financial decision of the term sheet that I receive I always discuss that with the board members. And the financial con conditions in term sheet were good and were approved. When it was governance, I always said, hey. I have to bring this to the board. And I clearly remember that I sent an FTI an email telling them, well, this is the terms sheet, the final conditions.

I have to bring it to a board meeting, and I clearly put for approval or disapproval.

Okay. So let's let's just try to work through this quickly. So you took the term sheet to the board. Mhmm. What was the board's response?

Well, we view all. And, basically basically, there were I mean, we made a list of 10 points. 10 points were clarifications or mistakes in the board sheet that were corrected. There were another three four that were suggestions and that we could discuss, but there were no deal breakers. And and finally, we made clear.

I mean, out of all these, there's only one deal breaker point, which was related to governance.

Okay. So is it fair to say that the corporate governance issue is what kept you from getting a deal in October with respect to, the term sheet that had been provided at that time?

That's the first statement as discussed and approved by by the board, not by Eduardo.

Okay. And so so you ended up filing concursing mercantile, but I wanna be clear. When you were filing that concursing mercantile, you mentioned three hats that you have. What hat were you wearing when you, oversaw the filing of the concursive mercantile for control of Dorado Dolphin? Were you the were you filing because you were a shareholder, or were you filing because you were the CEO?

I mean, why what hat were you wearing when you filed control of Garagofa?

I mean, we were we were we were following we were following our resolution, by the I mean, we had a a meeting. Shareholders, which among all the decisions, review the financial statements, decided, hey, Given the current circumstances and the current cash flow and the projections, we want to enter into negotiations with senior lenders, junior lenders, and all creditors, everybody, because we wanted to protect the company, the people, the everybody, the creditors. And then we just prepare this, and file it as, following the the decision of the shareholders as as the CEO.

And even after you filed for the concourse and working till, did you still try to negotiate a financial arrangement with Prudential and Cigna?

That's a good a very good question. We filed it at the end of we filed it in December 30 after sixty days of working papers. And then and then in the process, the judge asked for clarifications, asked for more documents, more papers, and it took nearly a month for the judge to receive the case. That that was January 29, something like that. Once he received it, the that was part of the process, but there was a moment in the process that the firm represented us, got in touch with the senior lenders even before entering the process, and try to re reconnect on behalf of the company and see if we could, discuss any annual arrangement with the senior lenders and avoid to go to to the final process.

So that was the firm, Clyde. Clyde was the firm representatives that got in touch, with Baker McKenzie purpose.

Okay. Purpose. I I appreciate that. So, let's we're gonna switch gears a little bit, and we're gonna talk about this, this headquarters building. We've heard referred to as a headquarters building.

Who owns that building in Cancun that's been referred to as the Dolphin Group headquarters?

I do. I do own it.

Is there any current lease between Controllador Dolphin or any other Mexican entity and you with respect to that property that mister Wagstaff tried to enter?

No. There is not a I couldn't at least with Controllador already.

Had there been a lease?

Excuse me?

Had there been a lease with controller Dora and you prior to?

Yes. There was a lease for ten years that was signed on 02/14 and was ended at the in 12/02/2024. Basically, we I mean, we were in a in a position to reduce as much as possible expenses, relocate the people, reduce the space, and and we we didn't continue with the lease agreement because we relocate people and we needed to reduce expenses.

The work is being done for certain dolphin group things in your building. That's correct. Right?

The question is?

Yeah. Work is being done for with respect to the Mexican entities in that building.

Oh, yes.

Okay. Are you charging anybody rent for the companies that are doing business like Cottrellador Dolphin?

No Cottrellador Dolphin.

Okay. So they're basically in their rent free right now. Correct?

Correct.

Okay. You understand that at some point, in April of twenty twenty five, the chief restructuring officer Robert Wagstaff and a team of people, including police, locksmiths, came to your building in Cancun. Correct?

Yeah. I understand.

What did you do when you found out that mister Wagstaff's team had taken possession of your building?

Well, it's, I mean, I happened to learn this. That was because they did it Friday, the five in the afternoon. And then I was I mean, none of the directors. None of that moment, there were only few people working, and I happen to hear that. And and I was reporting that some people came, took the building, broke logs, just enter and took possession of the building.

I happen to know that there were even armed people that were kept in the building to safeguard. What I did is what I had to do. I went to report this to the to the police and to the district, the the the fiscal, and file a complaint. Just file a complaint.

So what happened after you filed that complaint?

Well, I filed a complaint, which I, basically, as part of the process I mean, it's not able to see the complaint. They said, what is your complaint? If it's your building, I have to prove I brought documents, papers, everything to prove that it was my building.

What kind of documents did you bring to prove it was your building?

Title, payment of property tax, the the license, as it is my personal office. I mean, all the papers approve ownership, and and basically, they sent people to verify if what I was saying or I was reporting was true and verify if there was anybody in the building. And and then they verified that there were three four people that were not authorized to be there. So they got them away, and they delivered a possession of my building again. That was a trespassing.

Okay. And you mentioned before that there is work being done for the Mexican entities in that building, but are there other books and records that have nothing to do with the Dolphin Group companies in that building?

Yes. I mean, because as the this is not the only tenant. I mean, like, for instance, I have the office for the consulate. There are offices of different companies that have nothing to do with with me or or or or the group. It's my personal I have my personal office where I keep personal records, records of other businesses or investments that I have, personal records.

And again, there are other office space that are leased to different people, but the whole building was taken. So

And you mentioned your office had you had personal records. Is that one of the offices where the locks have been changed?

Yeah. That was one of the offices that was blocked.

Locked out of your office where you had personal records. Is that right?

Oh, yeah.

Okay. And you have other things that are for as well. Right? Do you have do you well, let me ask you. Do you have things like, email servers or where you keep documents on a Well, we keep on a server?

I mean, we keep files. I have the computer. I have a yes. Just the the infrastructure I have requires for for your own businesses.

Okay.

Have you been willing to provide access to mister Wagstaff and his staff into that building?

Can you ask your question, Leah?

Have you been willing to offer access to mister Wagstaff or his Riveron team under certain circumstance uncertain, requirements to come into that building?

That's a a complicated question to answer. Willing that I would like and I would love to do it, honestly, I mean, after they did and they just were, right into my building and and just pass I mean, you you have to understand, I mean, I'm I'm not too happy the way that they they are conducting this on treaty. I'm I may I may be willing to cooperate. I may be willing to cooperate as as long as we do it in a in a in the proper manner or the legal manner.

And you and I believe you mentioned in your papers too, as long as there was a protocol to protect your personal information and non debtor information. Correct?

Respect. That is what I would like to see. Respect.

Now let's just talk about records for a minute. Right? So where are most of the financial records with respect to specific parks located?

Well, it is like, when they took control of the parks in the in The United States, They found all the financial records in each park. Maritaland, they have the financial records there. The computers, everything is local. So the financial records of each park, even in Mexico, are kept in each park to give them a, the the to make it easy to to go to keep the records. Then when there is a moment to consolidate, we have people, and and in that office, and there is another office in in Cancun, which is, in in another park where they consolidate records.

But each park has has records for its own, the business the local business.

So is it fair to say that most of these records are electronic? In other words, they're not they're not papers. They're not somebody coming from a park with a box of documents. They're sending you a report over the Internet. Correct?

Well, in in that building, yes, it is electronic. In this location, there is hard papers.

Right.

Yes. But I as I understand it, the information is the financial information is at the individual parks and then is consolidated at that particular building in Cancun. Is that

in this place.

And you may have some paper records at your at your building in Cancun. Is that a correct statement?

I I may have.

You do I mean, I'm well, I'm asking, do you have paper records at your location in Cancun, at your headquarters building or what's been referred to as headquarters building?

For the for the company?

Or

For the company.

Well, I mean, the consolidated reports, they print them and they have them, but, yes, I may have some.

So I understand, though, it's simply information that's already at the particular park, the individual parks. They already have that information. It's just sent down to the headquarters building. Is that right?

In a by electronic means.

Electronic means. Electronic means.

Okay. And you're aware that, that there's been a motion to turn over books and records that it was filed in this case. You recall that. Right?

I I am.

And your verified response is a response to that that particular motion. There's another one that you have that we'll talk about the just the books and records for now. Have you tried to voluntarily comply with turning over books and records to the debtors?

We we do, and I think that we have done.

And, is it accurate to say that you'd ask for them to identify the books and

yes. As as far as I am aware, yes.

And did you recall getting a list of documents that they had requested?

I do.

And you recall, if documents have been provided in response to that list?

I do.

Okay. And are you aware that recently a few extra items were added to the original 17 of items that they are requesting?

Well, you you said recently, you mean

I think it was maybe Sunday. Do you recall maybe Yeah.

Because every day, they send something. A lot of trips today was also

Do you recall well, let me ask you this. Are you going to look at those requests and also the deficiencies that have been identified by the debtors to attempt to rectify them and get them the documents they need? I

understand that we our the people is already looking at that. Okay.

And just to be clear, you proposed, a way to try to resolve the issues with respect to access as opposed to transmission of electronic records by trying to agree to a protocol where supervised vis supervised visits can can happen and as long as your personal and non debtor information is protected. Is that right?

That is correct.

What would you like the court to understand about your role and intentions in this case?

My role and intention with this case? Well, first, my role is to make sure that the company is protected. And, make sure that, anything that we finally agree or decide, it is done in a legal manner and is protected. And I'm I'm happy to work, on in that basis. I definitely I acknowledge I recognize that there is some debt and there is payments, but I I expect to follow a protocol and and do it with respect.

And aside from the issue of the records, we also have a stay enforcement motion, and you also filed a verified response to that. Do you recall that?

Yes.

Okay. And do you understand that the issue comes down to they're wanting to take control of the companies that you're in charge of right now?

I I have not a I have not a shadow of a doubt that it is all of that.

Do you have a good faith basis to believe that you are still the CEO of Control of Door Dolphin?

I am.

Do you

have a good faith basis to believe that you're still on the board of Control of Door Dolphin?

I am.

And if you I'm sorry. I'll just object that these are legal conclusions whether there's a good faith basis and legal implications, maybe just questions phrased a little bit differently.

I'm just asking his opinion.

He can ask he can ask the witness his view. Yeah.

And without telling me anything that you're being advised, are you being advised by counsel in Mexico with respect to what your rights and obligations are, with respect to controller Dora Dalton right now.

Correct.

With that, your honor, I would like to tender the witness subject to redirect. Thank you.

Yes. Let's take a five minute break.

Oh, thank you. We're in recess.

Yes. Thank you.

Proceed, your honor. He may.

Thank you.

Sir Robert, you've been the CEO of the Dolphin Group entities for approximately twenty seven years. Correct?

Correct.

And you've been fighting for a while to keep control of the Dolphin Group NNA's. Correct?

What did you say?

You've been fighting with the lenders and other parties to keep control of the Dolphin Group. Correct?

Fighting?

Have there been disputes over the control over the Dolphin Group for a while? No. You wanna keep control of the Dolphin Group. Correct?

Keep control.

Do you wanna stay in control of the Mexican?

I want to well, I've I want to to stay in control as, as long as I'm, I'm entitled as I'm as long as I I have to.

And the Dolphin Group has been in payment default under the first lien notes for quite some time. Correct?

Answer your question again, please.

You agree that the Dolphin Group was in payment default under the first lien notes for a long time before the debtors filed bankruptcy cases. Correct?

What does long time mean?

Approximately a year?

Approximately a year. Yes.

And the Dolphin Group was also in payment default under the second lien notes for quite some time before the bankruptcy cases. Correct?

Similar time. Yes.

And in fact, you testified earlier on direct debt to address the defaults. In 2024, you received term sheets from the lenders. Correct?

That is correct.

And you mentioned that in the fall of twenty twenty four, I think you said October, that there was a term sheet from the lenders that included both economic terms and governance change terms. Correct?

That is correct.

And you thought the economic terms of that term sheet were acceptable. Correct?

That is correct.

But the governance changes were not acceptable because it required your removal. Correct?

Were not accepted.

You yourself did not accept them. Correct?

I I don't know myself. The board.

But you yourself voted against the term sheet because it included the governance changes. Correct?

Obviously.

Let's turn to, in your binder. There's various documents that have number tabs on it. And when I say term to tab 23, we'll we'll search for document that's behind tab 23. They're they're in order.

Which tab?

Do you see you have to go through its right after '22? It says '23?

'20 '3. Yes.

Are you there?

I'm in '23. Yes.

And this is an email that you sent to John Olsen and others on 12/17/2024. Correct?

Hold on one second. I see an email. It says, 05/16/2025.

So look at this.

From John Olsen?

Sure. How about just look 05/16/2025. I'll look a little bit down on the page where it says from Eduardo Albert.

Yes.

Do you see that? Yes. That's an email from you on 12/17/2024 to John Olsen. Correct?

This is an email to my parents. How do you have this? How do you have this?

Your honor, can I ask for an instruction for the witness to answer his questions? Okay. Well have all been admitted into the record at all.

Please just answer the questions, mister Oboro.

I don't understand your question. Can you ask it again?

Sure. This email, the one from you, you sent to John Olsen, November seventeen twenty twenty four. Correct?

You can read it. Yes.

And John Olsen is a large shareholder of TDC Holdings. Correct?

That is not correct.

John hold John Olsen a shareholder of TDC Holdings? Sure.

John Olsen a shareholder? Just like me.

You would not characterize this holding as significant?

Oh, significant. But you said the largest. I did not say the largest. I have the largest.

I'll rephrase the question. John Olsen is a significant shareholder of TDC Holdings. Correct?

That is correct.

At the time you sent this email, he was a board member of TDC. Correct?

Yes.

And all and Scott Olsen, Michael Wood, the other folks, they're also board members. They were board members of TDC Holdings at the time you sent that email. Correct?

That is correct.

If you could turn to the second page. And you'll see that the top of the page is a Dolphin Company emblem. Correct? Just trying to get you to the right spot. Do you see right below that emblem?

That's an email from John Olsen on 12/17/2024. Correct?

An email too? It says March 17, December '20 '20 '4.

You you responded to his email on December 17. So at the very least, you received it. Correct?

So this December my email to the board members is that you need? My email to the board members because I don't see any email to lenders. But, anyway, my email to the board members dated 12/17/2024 at 04:13.

You see on the second page of this document where you see a little two at the bottom of the page?

Yes.

This is an email from John Olsen to you and others.

Do you

see in the second paragraph?

I'm about I I don't see that it says to me. It says

Well, you you responded on the first page. So you must have received his email to respond. Correct?

Yes. Yep.

So in the middle paragraph of page two, is it fair to say that mister Olson in his email is characterizing the debt that is owed in the bad financial condition of the Dolphin Group at that time. Correct?

It is breathing there.

Yep. Yep. And on same page, last sentence of the last paragraph where he wrote, nobody in their right mind would loan TDC money in the situation except Prudential and Cigna, who have indicated that they will make loans to protect their $1,000,000 original cash input on the condition that you are removed from a position of authority. Did I read that correctly?

Are you are you are you reading what is reading here?

Did I read that correctly, sir?

You read very well in English.

Thank you. And then in your response, you state, easiest to count up on the first page of this document. Fourth line up starting with if if you believe. And you stated, if you believe there are grounds for me to go, you still have the option to fire me, and I will see you all in court. But do not expect my resignation just because you asked.

Did I read that correctly?

Which part are you reading now?

See the fourth paragraph up from the bottom starting with if you believe. Your email. First page.

My email that begins with Jonah Lawler's.

Correct. Look down. Uh-huh. There's a paragraph starting with if you believe.

First line says John and all others. Second line says, you want my resignation? Two lines says, obviously, it is what you're asking.

So

is you mean the paragraph says to consider my resignation or what?

Keep on going now. It starts with if you believe.

The line. Yes. What's

My question is you wrote in that email, if you believe there are grounds for me to go, you still have the option to fire me, and I will see you all in court, but do not expect my resignation just because you asked. In this email to you, the other TDC board members, you threatened legal action if you were removed. Correct?

That is your opinion. That is your opinion.

I will see you all in court. Those were your words. Correct?

That was those were my words. Yes. I mean, it's in English.

Let's turn

The whole email, I wrote it.

There's no pending question. Let's turn to exhibit 24, please. And I see at the top, I'm gonna step ahead of here. See you at the top, it's John Olsen to Scott Olsen. Let's what I wanna focus on

space is are we saying '23?

Nope. We moved to '24. Alright. So what I wanna first ask you about is an email on the page three. See where there's a little three at the bottom?

Page number three.

Yes.

Where in the middle of the paragraph, John Olsen says to you, our goal is to engage in an open and constructive discussion about negotiating your exit from

the

paragraph. Alright. Page three, it says the one that says you are a very, very smart guy. Is that

That's where it starts. I'm just focusing because, again, we're talking about your potential removal.

And I So is the unit date did '27?

Yeah. Our goal is to engage in an open and constructive discussion about negotiating your exit from the company.

Do you

see that sense?

I'm trying to find where it is at. Our goal

the

challenges let me read it all. You're a very, very smart guy, so let's come up with a solution. We all understand your frustration and disappointment with with the current situation. The challenges Dauphin is facing are substantial, but we believe that by working together, we can find practical solutions to find a way out on this difficult time. It is important to address that all three lenders have expressed their wishes to have you removed from your role.

Despite this, we're committed to find a fair and reasonable way forward. Our goal is to engage in an open and constructive discussion about negotiating your exit from the company. Time, however, is rolling out, and we strongly urge you to meet in person with us to try to reach our resolution. We're confident by by working together, we can reach an outcome that serves everyone's best interest. Please let us know your availability opportunity, John.

Is that the email you mean?

Yep. And in that email, mister Olson was inviting a meeting, and you respond on 01/03/2025. This is the first page of this document. In part, there is no way in hell On

January which January 2?

Yep. 01/03/2025,

you respond to John Olsen and others. And I'm looking at the second full paragraph where you stated there's no way in heaven or hell I can sit down again with you in the same table as partners. The reasons, and you described granted a waiver to B and M against TDC interest after I disclosed to use a strategy to challenge B and M. B and M is Baker McKenzie. Correct?

That is correct.

And Baker McKenzie was is and was counsel of the first lien lenders. Correct?

And counselor of my partner.

I'm sorry. I didn't hear that answer.

And counselor of John Olsen as well.

And you had a strategy to get Baker McKenzie out of the case. Correct?

Correct.

And at the time you wrote this email, you were mad that the TDC board had provided a waiver in a conflict on the part of Baker McKenzie. Correct?

That is not correct. There was no TDC board. TDC board didn't grant any waiver. I am part of the TDC board.

So let let me ask you a question. When you say granted a waiver to B and M against TDNC interest, who did you say were granted the waiver to B and

M? To John Olsen. He he was the one that granted a waiver, not the Dolphin Company.

I I didn't say who granted it. You said that TDC did not grant it. I didn't say Dolphin Company. I said TDC.

So what did you say?

And you were mad when a TDC board provided a waiver of any conflict on the part of Baker McKenzie. Correct?

That is not correct. TDC board never ever granted any waiver. There's no one to say there.

And I asked you who granted the waiver?

John Olsen.

K. In what capacity in your mind?

Personally. As a person. As an individual. Baker and McKesson was counselor for John also, not for TDC.

If that's the case, then why would you have written you chose again TDC. Strike one.

Let's read it. Granted a waiver to Baker and Mackenzie against TDC against TDC, not TDC granted, against TDC interest. After I disclosed to you the strategy to challenge Baker and McKenzie, country of interest in defense of TDC, you chose you, John Olsen, chose against TDC. Sorry. What?

That is what I wrote.

Let me just ask the question. What did you specifically mean by you chose again TDC?

It's one of the defense that TDC had against the lenders is to prove that there was a conflict of interest of what Baker and McKenzie was doing against the company because Baker and McKenzie were also lawyers or counselors for one of the partners. So there was there was a letter of Baker and McKenzie threatening the board of of the Dolphin Company saying that if the board didn't fire me, they were going to go behind the board for, fiduciary duties. And the board is John Olsen. So Baker McKenzie was threatening to sue John Olsen, but at the same time was counselor for John Olsen. That is a conflict of interest here and anywhere in the world.

And you were you were angry at John Olsen. Correct?

Extremely upset.

And that's because he was siding with the lenders and wanting you to resign. Correct?

He betrayed no. Because he betrayed the company. He knew about this. And then and then behind my back, he went and granted a waiver to Baker and McKiss. He betrayed the company.

He sided with the lenders and wanting you to resign. Correct?

Besides what?

He sided with the lenders in wanting you to resign.

I I didn't I didn't know that he was going to betray the company and be with the lenders.

In your first sentence here, you state, you open the Pandora box and make your decision, John, asking me to go. After twenty six years and counting, immediately, the lenders ask for my head. Did I read that correctly?

That is correct. Twenty six zero be my partner.

And at the top of page two, in the all caps, you say, I am still a lawyer and very, very good one. Did you you were reminding John Olsen there there that you were a very good lawyer there. Correct?

It's exactly what I wrote.

We could turn to exhibit seven, please. Excuse me? Exhibit seven.

Seven? Yeah.

You see it's a, a letter of 01/31/2025 on Dolphin Company letterhead. Yes. And it was sent to Wilmington Trust as collateral agent. Correct?

Correct.

And if you could just turn to the back, this was sent to Wilmington Trust by an in house attorney of Controller Dora Dolphin. Correct?

That was sent to Wilmington Trust. Yes. And, yes, that's correct.

By one of your in house attorneys at Controller Dora?

Adore? I, no. No. I told you say, I told you, in fact, you have the power of attorney. Okay.

So you

authorized, this person to send the letter to Wilmington Trust, before the letter was sent. Correct?

I authorize to do it as advised by our, following legal advice.

Is it fair to say that if you look at, third paragraph where it says on 01/28/2025, do you see that?

Yes.

This paragraph is talking about, what you believe to be the precautionary measures entered by the concourse court. Correct?

That is correct.

And in the last paragraph, the dolphin goes, although we understand that this may cause some disruption, we kindly request for such precautionary measures to be complied to avoid any liability that may acting otherwise. Do you see

that? Yes.

You're aware that Wilmington Trust later resigned as collateral agent before the February 2025. Correct?

That is correct.

And you were not upset when they resigned as collateral agent. Correct?

I would you ask a question again, please? Yep.

You you were not upset when Wilmington Trust resigns as collateral agent. Correct? No.

No. No. No. No. Happy.

Don't.

Can you turn to exhibit eight?

Exhibit eight.

Exhibit eight. This is a, a cover email with the letter in the same exhibit, your honor.

Exhibit eight. Yes. That's my verified response.

Sure. So this is, if you see the email, it's from the, CDA firm as well as

I'm sorry. I may I may be in the wrong

one. Tabby?

A as in Albert? Eight. Eight. Number 8. Number 8.

Okay. I got it. I'm here.

So for the sake of ease, I'll just call it the CDA firm. Is that fair?

That is correct. And

this is a email and letter from the CDA firm to Baker McKenzie. Correct?

Indeed. Alright.

And CDA represents you personally. Correct?

That is correct.

Does not represent any of the Dolphin Group Mexican entities. Correct?

It's representing me.

But it

does not represent any of the Dolphin Group Mexican entities. Correct? That is correct. K. You are the CDA.

Baker McKenzie. Correct?

Yes. It is.

And if we go to, the letter itself, this is a letter that you authorized CDA to send in which they're alleging that there is conflicts on the part of Baker McKenzie. Correct?

It is, just let me see. From yeah. Yeah. That is correct.

And if you could go to, page two, next to last paragraph.

Yes.

This is where you where you this letter, which you authorize states in reference to your request made on behalf of the note holders to remove mister Albers' chief executor of Dolphin. Neither Baker and McKenzie nor the holders have any right to request Dolphin to remove its chief executive officer even under threat of bringing legal actions against Dolphin and its board of directors. Do you see that? Yes. So it's fair to say that by the time CDA had sent this letter to Baker McKenzie in February 2025, the lenders had requested that you be removed as CEO.

Correct? Sure. And if we could go to, to, Exhibit 21. This is a, there's there's two page. It's a continuing text message from you to a Scott.

Is is your understanding the Scott here? Is Scott Olsen?

Yeah. I know him. That's that was a personal communication to my partner.

Okay. So just so the record's clear, you agree that the Scott being referenced in your text message is Scott Olsen. Correct? Correct. K.

And if you go, you'll see several references to John in your text message. That's John Olsen. Correct?

That is correct.

And Scott Olsen at the time was also a TDC Holdings board member?

That is correct.

And if if you look, first page, about two thirds down. You state to Scott. Please, Scott. I'm an honorable person and will not let lenders take control of the company unless they fire shares. Do you see that?

Okay. Yeah. Which part? Because,

it's about two thirds of the way down. Please start to turn on the right side.

Page or second, please?

First page. First page.

Says, Scott, I very much appreciate you and I will always have endless gratitude for your father. Much of what I am, I have is thanks to him. I will always be loyal and grateful to him and your family. I have always regarded both of you acting in good faith and being very transparent. The Dolphin company is my number one priority, even above my family.

So if

I if

I can just stop you there, mister Albert, what I was trying to get you to do is go down several more sentences starting with the word please. Do you see that? Please

stop. Uh-huh.

I am an honorable person and will not let lenders take control of the company unless they buy our shares. Do you see that?

Correct.

At the time you sent this test message to Scott Olsen, you would agree that the Dolphin Group was under payment default for many months as the first and second lien debt. Correct?

Look at the debit. Yeah. It is true. It's an obvious question.

And if we could go to the second page. Starting with the sentence, I will do it, and I will go down with the boat if necessary. But anyone who tries to remove in the middle of the storm will be treated as a riot, I will consider my enemy. So you believe that anyone wanted you removed at that time was your enemy. Correct?

Did they ask you a question again?

So you at that time, you believe that anyone that wanted you removed, you would consider as your enemy. Correct?

That's what I told him.

So it's fair to say that you were hurt and disappointed when the lenders called for your resignation. Correct? When when the lenders wanted your resignation?

No. I was not I was not disappointed with the lenders. I was disappointed with the board members that asked for my resignation. My disappointment was with them, with my my my partners. The people were my partners for twenty six years, and that I supported them them all the time and and work for them.

As you from one day to another, you have to go. I was disappointed with them, not with the lenders.

You could turn to tab 25, please.

Twenty Twenty five. 20. This is

the right next one.

Yeah. 25. Yeah. Yes. Yes.

Yes. And this is an email from you to John Olsen

on

March 25.

Michael who?

25? 20 5.

Alright. Yeah. Let me see. Yeah. Yeah.

25. To John Olsen. Yeah.

When you

say, John, how can you ask me to work together when you ask me to leave the company before? You see that? Yeah. Again, you were angry with John Olsen presiding with the lenders as of 03/25/2025. Correct?

Very upset.

And you felt betrayed with him siding with the lenders. Correct?

Correct.

If we could go to tab nine, please? So I wanna focus on the, the second email. It's your email to Andy Sullivan and others on 04/07/2025. Do you see that? Correct.

It was your understanding that, at that time, mister Sullivan was the CEO CEO of Prudential. Correct?

At that time, what?

What's that?

What what is your question?

You you understand

When are you still in time, '25?

April '7 '20 '20 '5.

Well, in tab 25.

No. No. No. Sorry. Tab tab 9.

Which one? Nine. Oh, 9. Alright. Yes.

Yes. And what I want you to look at is the second email in tab nine Yes. Which is an email from you to Andy Sullivan on 04/07/2025. Correct?

Correct.

Alright. My question was, at the time you sent this email, you understood that mister Sullivan was the CEO of Prudential. Correct?

That's exactly I understand you have been in the position as CEO.

There you go.

Read it there.

Easy answer. And you and Prudential is one of the first lien lenders. Correct?

Correct.

And if we could go to the top of page two, you stated to mister Sullivan, we are completing all the legal actions we will file during the day of today and tomorrow and have a press conference to make public all the legal actions to defend our company from the illegal actions of Prudential and their advisers such as FTI and Baker and McKenzie. Do you see

that? Correct.

Just so FTI was representing, the Dolphin Group in negotiations with the lenders over term sheets. Correct?

I'm not sure about that. I'm not sure who he was representing. He was supposed to represent us, but I'm not sure he was representing.

Let's just stick with what you're saying. FTI was supposed to represent the Dolphin Group during negotiations with the lender.

That is correct. It was supposed to.

And and at some point, FTI resigned from handling negotiations with the lenders. Correct?

I don't remember I ever seen a resignation letter from FTI.

Did there there's came a time where they stopped being involved in negotiations between the Dolphin Group and lenders. Correct?

Could you ask the question again?

Sure. There came a time in 2024 that FTI was no longer involved in negotiations between the Dolphin Group and lenders. Correct?

When the negotiation ended.

So they stopped their involvement at some point. Correct?

There was nothing to do, though, but they didn't resign.

At the time that the negotiations with the lenders ended, FTI was owed a substantial amount of money. Correct?

FTI what?

FTI was owed a substantial amount of money by Dolphin Group. Correct?

I'm not sure about that. I'm not sure. I because what I remember agreement is that they were supposed to get a bonus depending on the performance. So I'm not sure because I don't remember they ever sent any letter of collection to us. They didn't send any letter of collection.

As sit here today, your testimony isn't that they're fully paid. Correct?

At this moment, as a question to make sure that I understand Just

wanna make sure you you're not testifying right now that FTI is not owed any money. Correct?

Your question has two negatives. It's it's it's it's confusing.

As you sit here today, do you know whether FTI is owed money by the Dauphinberg?

What I do know is that I do not have any letter of collection from FTI. If we also money, they will have sent any letter of collection. I don't remember seeing any letter of collection from FTI.

So in this letter, you were trying to convey to mister Sullivan what you believe to be ethical violations on the part of people at Prudential and lawyers at Baker McKenzie. Correct?

That is correct.

At the time, you had sent this email, negotiations with the lenders have failed. Correct?

Correct.

And if we could turn to 26.

20 6. 20 6. So

this is, email exchanges with, Michael Wood and yourself in April of twenty twenty five. I wanna I wanna first start with, Michael Woods' email on the bottom of page two. Do you see that?

Yes.

And and was Michael Wood at the time a board member of TDC, or or was he formerly a board member of TDC?

He was. He was a board member. I'm a partner for twenty six years as well.

Do you recall getting this email from mister Wood? Oh, sure. And he was asking for missing information that would be tax returns. Correct?

That is correct.

And in his email, he stated that he was informed that missing this deadline would trigger a penalty in excess of $2,000,000. Isn't that what he said?

That is correct.

And also that doing so could result in significant penalties to individual shareholders. That's what he said. Correct?

That was that was a rejection.

Okay. And he was at and he was asking you for the necessary information. First page,

In the

first paragraph, you indicate that yourself and Valeria, that is that your daughter?

That's my daughter. Okay. And also board member.

And board member. And you state that you're not only managers. You you are only managers and members of TDC. Correct?

Exactly.

You're not accountants. Correct?

No. We are not.

And you didn't believe you had the responsibility to provide the information to mister Wood. Correct?

That is correct.

And at the bottom paragraph, your first sentence, I have nothing more to talk to with people like you. Get your lawyers come for me and take care of the situation. Did you say that to mister Wood?

We said to you.

Let's talk about the debtors filing for bankruptcy here in United States. You learned within a couple days of the filings that The US based entities filed for chapter 11 protection on 03/31/2025. Correct?

What happened on March I was say that again.

Sure. Just wanna make sure that let's just start. You know that the debtors filed US debtors filed for bankruptcy on 03/31/2025. Correct?

I happen to know that. Yes. I've seen.

And on that same date, some of the Mexican dolphin entities also filed for bankruptcy. Bankruptcy. Correct?

On March 31? Correct. I I don't recall it because I was not part of that. But if you say it is it is what it is, should be.

You learned of the bankruptcy filing within a couple days of it happening. Right?

Correct.

And you just without revealing, I'm not asking for the substance, but you discussed the bankruptcy filing with your attorneys within a couple days after learning that the the debtors filed for bankruptcy. Correct?

I'll ask you a question again. Is that a question?

I'm not asking you to reveal what you actually talked about with attorneys. I'm just getting you to confirm that that after you learned about the bankruptcy filing, you discussed it with your attorneys. Correct?

I discussed that. I don't remember which day.

But it was within a couple days after learning of the bankruptcy. Correct?

Probably.

You also learned that controller door dolphin had filed for chapter 11 protection on 04/16/2025. Correct?

I'm a little bit confused. Are you telling me that it's filed for chapter 11 on March 31 and on April 16 two times?

Controller do we're often filed bankruptcy after the other debtors. Are you aware of that?

Yeah. Because but, I mean, let let's see if I understand. You said that Sure. I happen to know that on March 31, because the other file for chapter 11.

No. I didn't say that. I said, you haven't learned that US based theaters, debtors, and certain Mexican entities filed for bankruptcy on 03/31/2025.

Correct.

Alright. And

you also learned within a couple days after it happened that controlled Dora Dolphin filed for chapter 11 on 04/16/2025. Correct?

Correct. Where are we going? Correct. Alright.

Despite the fact that you knew about the chapter 11 filings, you instructed employees not to speak with the debtor representatives. Correct?

No. That is not correct.

And despite despite knowing about the debtor's chapter 11 cases, you authorize your attorneys to send letters to the debtor saying don't speak with Dolphin employees. Correct?

Send my lawyer as well?

You authorize your lawyers to send letters to the debtor saying do not speak with Dolphin employees directly. Correct?

I are you telling me I told my lawyers?

I'll I'll I'll try this again. And despite knowing about the debtor's bankruptcy cases, you authorized your attorneys to send letters to the debtors in which those letters said, don't speak directly with Dolphin employees. Correct?

Correct.

So if we go to Exhibit 15, just let me know when you're there, sir. Fifteen? One five. Correct.

Thank

you. Do you see the, email from CDA to mister Wagstaff on April 19? Correct. And if you go back to the fourth page, it's in the same it's in the same tab. This email attaches an April 18 letter from CDA to mister Wagstaff.

Do you see that? And then on the first on the cover email that CDA sent to Wagstaff, they indicated, please see attached correspondence and refrain from contacting any of Control of Door Dolphins employees or subsidiaries, employees directly. Did I read that correctly?

You read very well.

At the time this letter was sent, CDA and yourself were aware that mister Wagstaff was the CRO of the debtors. Correct?

At the time of as you at the time of

Sending this email. You and CDA knew that mister Wagstaff was the debtor CRO. Correct?

Yeah. We heard that.

Do you have any reason to believe that he was not appointed CRO in these chapter 11 cases?

I I never see any engagement that he wasn't the CRO, at that moment. But, what did you say? I guess that whatever.

And just to confirm, you authorized CDA to send this email letter to mister Wagstaff. Correct?

Indeed.

If we could turn to tab 31.

3 1?

3 1.

2 1. Yes.

This is, an April 2025 letter from CDA to Young Conaway. Correct? Yes. And you were aware at the time that Young Conaway represented the debtors in their bankruptcy cases. Correct?

That is correct.

And you instructed CDA to send this letter. Correct?

I authorize.

Correct? Cool. I authorize. Sorry. Sorry.

And in the middle paragraph on the page two, CDA advised Young Conaway that any continuance of the chapter 11 proceeding for any of the Mexican entities constitutes a direct violation to the precautionary measures issued by the Mexican court. Mister Eduardo Alvaro Villanueva is prepared to seek relief and claim any damage is caused to him or any of the Mexican allies. Do you see that?

I see that.

We go to tab 30, please. Ten thirty is a letter from the Santa Maria Aesteta law firm that was sent to Young Conway on 04/23/2025. Correct? Mhmm. You authorize this firm to send this letter to mister Wagstaff or I'm sorry, to mister Brady.

Correct?

A letter we are in the tab 26. Two six?

Three zero.

Three zero. I was in the wrong one. Yeah. But 20.

3 0.

I mean, 30. Yes.

04/23/2025. Correct. And for mister Brady at Young Conaway. You authorized Santa Marina instead of to file to send this letter to mister Brady. Correct?

I authorize that.

So after the debtors file for bankruptcy, you directed Dolphin Group employees not to speak with the debtors or the representatives directly. Correct?

After? Yeah. What's your question again?

After the debtors had filed for bankruptcy and you were aware of it, you instructed your employees not to speak directly with debtor representatives. Correct?

I instructed my lawyers to tell the CRO and these people not to speak to my to the people of, of Contolador in Mexico. I didn't tell my people not to speak to you. I told my lawyers, please, it's showing mister Waza and, yeah, mister Waza, not to speak to my people and disrupt my business. That's what I said. But I didn't tell my people to not speak to them.

Let's let's turn to tab 32. Page two, please. Starting with, the second paragraph.

Sure. And

I just I'm sorry. Because I think I think, mister Wagstaff talked about this one.

This is

an email on 04/21/2025 from you to doctor Glamour Sanchez. Correct?

Correct.

And he is the chief veterinary officer for the Dolphin Group. Correct?

Correct.

And then if you could go to, the second paragraph on the next page. Yes. Therefore, you should not keep any communication with these people who claims to have authority and control the door as of today. You will continue reporting me directly. Do you see that?

Alright.

You mean

you mean a email dated, Monday April 21?

Correct. What? Sorry. There's no no pending question, I think. But so I just wanna say, your testimony was you never directed any employees not to speak directly with debtor employees.

And I just pointed to your email, 04/21/2025, in which you were telling the chief veterinary officer not to speak directly with the debtor representatives. Correct?

Yeah. That is the one that I tell him. And you can keep communication with him, with Edwin Gosales, and you can keep communication with any people if it's anything related to any. So you're gonna speak about that, but do not do not do not speak about any legal position about about who you report or who you work with because that is basically what's telling. That is judicial.

I mean, so if it's just about legal counsel, I mean, he's the chief legal debt, I would tell him, you are free to speak to them as long as it's anything related to animal health care, but not discuss about who is running the company.

Your own words said, do not keep direct, reporting me directly. I'll move on. So you would agree that the lenders hold liens, on all the Dolphin Group assets under the financing agreements. Correct?

Please repeat your question.

The lenders holdings on the Dolphin Group assets under their financing agreements. Correct?

The lenders holding?

Let me rephrase it. Are the Dolphin Group assets the lender's collateral under the agreements between the lenders and the Dolphin Group?

Some of them.

The liens that the lenders have include liens on live animals. Correct?

In some places and in some locations, some others not.

Are you aware, of a company called Plunamar SA?

Yes.

That's a non debtor entity based in Argentina. Correct?

That is correct.

You would consider that still part of the dolphin group. Correct?

That is correct.

Are you aware that Luna Marsh sold five sea lions to a third party on 04/30/2025?

I I'm not aware that it it it sold any animal. I mean, what are you what what is your question again?

Are you aware that Plunemar sold five sea lions to a third party on or about 04/30/2025?

The company, was taken by by you by your client. I don't remember which day it was taken by your client. But it was taken by your client,

Could you, turn to tab 16? Which? 16? Yeah. 16.

1 6.

Yes.

So, have you seen this contract before?

I'm not sure. I saw it, but I know about it. I know about this.

You would agree this reflects that as of 04/30/2025, Plunamar sold five sea lions to Shark Supply for a total of a hundred and $60,000. Correct?

That is correct.

Do you have the lenders did not consent to the sale of their collateral. Correct?

That was not the collateral. Those animals were not the collateral. The animals in in in Argentina were never pledged, and the NPA indicates that any any asset that is not pledged could be used as long as it is, for a purpose of any business of the company. So we are allowed under the NPA to dispose of any asset that is not a collateral as long as the funds remain in the company, which is the case. We sold those animals were sold to to make payments.

The the the the funds from those animals remain in the company because the company needed the resources. And we were allowed to do this because the animals were not pledged, were not part of the guarantee.

And your short term plans for operating the Mexican donors include the sale of additional assets. Correct?

That is correct.

If we could turn to 34. You may have seen this. Just, there was earlier testimony about the corporate headquarters of the Dolphin Company in Cancun, Mexico. You agree? This is a this is a four?

30 four. Yeah. It's the color photo.

Oh, the picture?

The picture. That's the that's the picture of the Dolphin Group headquarters in Cancun. Correct?

That's the picture of my building. Yes.

You in your verified response, you called this building the Dolphin corporate headquarters. Correct?

Correct.

Dolphin Group employees work out of this building. Correct?

Some of them.

And some of the top managements still have offices in this building. Correct?

Some of them.

You have an office in in this building in which you do Dolphin Company work. Correct?

It's one of my three offices that I have.

Just so the record's clear, you have an office in this building in which you do Dolphin Company work. Correct?

One of the three offices that I have, where I do work for the company, work for myself, and work for other businesses as well.

And and one of the offices in which you do business or do work for the company is located in this building. Correct?

Correct.

Now there was talk about a concourse of filing. Do you recall that? Controller Dora valve, do you recall testimony? In your verified response, you talk about the Concurso Mercantile petition that was filed for controller door. Correct?

Yes.

And as part of that proceeding, do you recall that an official investigator called a visit to door was appointed?

Visit to door. Yes.

And during that visit to door's investigation, he went to the Dolphin Group corporate headquarters. Correct?

He went to this building and to other two buildings.

And he went to this building that's depicted on 3034.

Correct? He went to this building where? And

let's let's

talk about

there's some

testimony, in your direct exam as well as your verified responses about books and records that are stored in at this building reflected in tab 34

or exhibit

third quarter.

Your personal nondeter company and debtor corporate files are all stored at the headquarters. Correct?

My, please, could you ask the question?

So at this building, there are your personal records. Correct?

Mhmm.

There are also some non debtor company records. Correct?

That's correct.

And there are also some debtor corporate files that are stored at that building. Correct?

That is correct.

And the debtors, books and records that are are also are in hard copy, and they're also stored on a server located in this building. Correct?

Some of them.

And if you testify your deposition, I just let me ask this question. Your your personal records and the non debtor company records, they are separate and distinct and stored separately from the debtor corporate records. Correct?

That is correct.

You would agree that the The US debtors cannot access the electronic server from The US. Correct?

From I please ask the question.

So in Mexico, you have a server, and that server has some information that relates to The US debtors. Correct?

Had information until March no. Until March or the date that you took, the parts. But copy of those records because all the hard records are kept in each location in The United States.

Yeah. You would agree that prior to the petition date, US debtors were sending information, and there's an electronic server in Mexico that contains US debtor records and information. Correct?

It contains information of the US entities until you took the you people took the management.

And as of today, you have not provided the debtors with access to that server. Correct?

For the, US entities records? You I mean, they have the records in place.

You haven't provided the debtors with access to the server. Correct?

Server that is in this building.

Whichever server contains debtor records, you have not provided the debtor's access with that server. Correct?

I have not provided access to to the server. Yeah. It's not I mean, I'll I it's a server that is in this building, but, this building, there is no right to be there. So I'm not providing information this in this building until the course results otherwise.

And you talked earlier about the lease agreement between Control Adora and you that used to exist as to this building. Correct?

The lease is the lease between between the the company, Control Adora, and and the owner of this building? You what lease you mean?

You testified earlier that Control Adora used to lease this building from you. Correct?

As a the the lease the lease was finished or not terminated. The lease agreement was for ten years from 01/24/2014 until December 2024. I was subscribed ten years ago for ten years, and we decided not to continue with the lease.

Do you recall during your deposition that you testified that you terminated the lease between Control Adora and yourself?

That is correct. Yeah. It was it was terminated it was terminated, at the end of the lease, term.

I asked you during your deposition whether it was a written lease termination agreement. Do you recall that?

It was agreed. It was a a letter of certain notice that, it was it was going to terminate at the end of the lease agreement. So we were not renewing the lease.

As of today, you have not provided debtors with either the lease agreement between Controller Durer and yourself or this letter agreement by which you purport to have terminated the lease. Correct?

Well, I provided the lease to my lawyers, and I'm not sure if they have provided this to to you about that. I I mean, I was asked after that day, I was asked by my lawyers about the lease agreement. I will send

it to them.

So as you sit here today, you don't know whether or not the debtors have actually been provided with either a copy of the lease agreement or the letter that terminated or failed to renew the lease agreement between control and over and yourself.

Correct? I'm

not sure if that's gonna be provided. If it hasn't been provided, we I'm happy to send it to you.

Do you believe that providing the debtors with their books and records and the electronic server stored in Mexico will allow the debtors to take control group.

Correct? I'm sorry, guys. I can't see where I did ask your question again, miss.

One of the reasons why you haven't provided the debtors access to the headquarters or the server or all the records they have asked for is you believe that'll help them take control over the Dolphin Group from you. Correct?

As much as you're understanding that we have been provided most of the information that you have requested. We haven't provided information. So, I mean, what I mean, we why it should take any time to come here? I mean, we're sending all the most of the information that we have. We're sending the information.

Were you ever were you in the tech court when mister Wagstaff, the CRO, testified? Yes. Do you recall he was saying about the information he's asked for but has not yet received? Do you recall that?

I recall what he said. It's what he said. Yeah.

Mister mister Wexley, I've testified about all the information he needs and why he needs it. Correct?

That's what he said.

As you sit here today, have you ever served as a CRO of a debtor in possession that has reporting requirements in a bankruptcy case? We have May I turn off my phone?

We have we have provided information that we have been requested and we have available and we can produce. We have provided that, I mean, any information that we have available, that we can produce, that we have available, that we'll be provided that. I'm not sure if it's all that he wants. And I'm not sure if all what he's been asking, we have it, or we can provide it. But everything that he's asking, he has asked and by the way, he keeps asking information.

He just asked, information, one day ago. But, we've been provided as much as we can.

Have you provided the debtors with all contracts that are in existence with Dolphin Group entities and third parties?

Are they asking all the contracts that what?

Yeah. You haven't provided the debtors with all the contracts that the Dolphin Group entities have. Correct?

I understand that we're asking information about controller, not about, all the all the companies there. But, we've been we've been provided information that I mean, I I mean, I I'm I'm I'm I mean, mean, providing all the contracts that the dove all the dovetail companies has, that would be like a I mean, more more than this room of papers about the I mean, I've we've been asking precise information because, I mean, it could be controversial in the last twenty six years. We've been asking to be more precise, to be more efficient.

As you sit here today, you don't know what documents the chief restructuring officer needs to fulfill all the reporting requirements in the bankruptcy case. Correct?

I know what he's been asking. I don't know what he needs. He he he hasn't even gone to see the places or the locations. I don't see how he's gonna have time to read all the contents of the company for twenty six years.

You haven't provided mister Wagstaff or Riveron with full access to the headquarters. Correct?

I'm we've been provided information that we have. And and not that he he he asked because maybe it's just asking information that we don't have.

And you haven't provided mister Waxhaw and Riveron with specific access to the facilities located in Mexico. Correct?

Access to the building.

To the facilities located in Mexico. Correct?

No.

Let's let's change gears a little bit.

Do you have anything? Quick suggestion logs entry, your honor.

So, sir, while we're doing your testimony, you said that the lease between the controller door and yourself expired on its own terms in 2024. Correct?

Correct.

Do you recall entering into the second amended and restated note purchase and guarantee agreement in June of twenty twenty two?

June of '20 '20 '2. Yes.

Correct. Your honor, maybe that's exhibit 35. That's a better sound. Your honor, may I approach I'll just, I'll represent that this is an excerpt from 35, which is a very large document. Schedule 10.1 dash eight in the, second amendment restated the purchase Your honor, this, page is is, one of the pages in schedule 10.1, existing affiliate transactions.

And, are you is your honor there or sorry?

What section? Your honor, maybe,

can I come get the binder? And then I'll find the page super quick. We're fine. It's it's ten point one point eight. It's it's like 10.1 and then it says, like, a dash eight.

So it's the eighth page. Eighth and last page. You're on the it's

in the schedules at the end of the agreement.

Oh, it's not the agreement. Sorry. Schedule.

Schedule. Okay.

Mister Robert, you recall, executing this agreement in June of twenty twenty two. Correct? Correct. And this this this page of this schedule reflects, that you represented to the lenders in June of twenty twenty two that you had a lease between yourself and controller door Dolphin at this location. Correct?

That is correct.

And the schedule to this second amendment and restated no purchase agreement indicates that that lease expires in 2030. Correct?

That is correct.

I can come get that page. What? I'll come get that

page.

Down the home stretch, your honor. Let's talk about the, your version of the events on April 11 into 04/12/2025. That was the that was the day in into the night where you, retook possession of the building that's reflected in exhibit 34. Correct?

That is the date of what?

That you testified earlier that, you retook possession the building from the debtors. Correct?

From the two sponsors.

You took retook the possession of the building from the debtors. Correct?

The debtors, the two sponsors.

You were not present at the headquarters while mister Wagstaff and his team had arrived earlier in the day. Correct?

That is correct.

You never saw mister Wagstaff at the headquarters. Correct?

Personally not in the cameras, the video cameras.

You never saw mister Wagstaff at the headquarters. Correct?

Not personally, but I saw it in the videos.

And I understand from your deposition testimony that you said within approximately two hours after you learned that mister Wagstaff and his team were in the headquarters, you went to the district attorney's office. Correct?

That is correct.

And you provided information to the district attorney. Correct?

That is correct.

And then, after an investigation, the district attorney had prepared a written written complaint. Correct?

After what?

After the investigation that the district attorney conducted per your verified responses, this you signed a written complaint. Correct?

Correct.

And that the process of the investigation and preparing the complaint took about four to five hours. Correct?

Correct.

So that process was finished between twelve and 1AM on 04/12/2025. Correct?

What process?

Going to the district attorney's office, providing them documents, having the district attorney prepare the complaint, you signing it. That took about four or five hours?

Yeah. Like, four or five hours.

And after you had the complaint, you went to the headquarters with, the state police. Correct?

Correct.

And mister Wagstaff was not there at the time, you retook possession Correct?

Correct.

And you were not aware of any specific facts that mister Wagstaff himself was threatening. Correct?

I was not aware of what?

You have you have no specific knowledge, no personal knowledge that mister Wagstaff himself said or did anything threatening. Correct?

Please repeat the last part. I didn't understand.

So in your in your verified responses, you stated that mister Wagstaff and his entourage were threatening. Now I'm asking you, do you have any personal knowledge that mister Wagstaff himself did anything threatening or forcible?

No. No personal.

Do you recall when mister Wagstaff was on the stand, he was asked questions about whether you had verbally threatened any of the debtor representatives that night when you retook possession of the building?

I'm maybe I'm beginning to need some help with this. Could you tell me what the translation is?

You know what? Let let's just start that again. Did you verbally threaten any of the debtor representatives that night when you retook the building?

I don't remember any I I made any debt that was represented to you.

So is your testimony that you weren't aware that people at the building at the time included Mexican lawyers that had been engaged by the debtors? You weren't aware of that?

I wasn't I wasn't aware.

Did you threaten anyone that was there at at the time you retook the building?

I didn't do I mean, the people were taken by the police.

So is it your testimony that you did not verbally threaten anyone that night?

I I didn't treat anyone.

If you learned that there was a nine one one government recording of the events at that night, would that change your testimony?

What are you asking me?

I'm saying if you learned that there was a nine one one recording of the events that took place when you retook possession of the building. Would that change your testimony about whether or not you verbally threatened anyone?

It wasn't changed in my testimony. I don't I don't remember. I mean, I you mean, threatening anyone in the building?

That was there when you retook possession of the building.

I don't remember there was anybody of the dead horse in the building. I don't remember. Anybody in the in the building.

So you didn't horribly threaten anyone. Correct?

You're asking me that if I threatened anybody at the building whether we took the building?

Correct.

I

don't I don't threaten anybody in the building. Okay.

So you you remember testifying about, that as of 04/29/2025, the Mexican Dolphin Group entities collectively had $47,000 in available cash. Correct?

Correct? Yes.

And part of the reason why the available cash is so low is because of the money you've had to spend as a result of litigation. Correct?

Please repeat your question. I'm not sure why.

And It was your position that among the reasons why the $47,000, why that is so low in terms of why the available cash is so low is because of litigation. Correct?

Because of the litigation situation.

However, this time is not the first time that Mexican dolphin groups have had liquidity issues. Correct?

Correct. And

you've even taken actions to reduce costs and preserve funds that control a do control a door a Dora Dolphin and the other Mexican entities. Correct?

I did. You you quest ask the question again.

Sure. And you've taken actions to reduce costs, preserve funds that control Adora Dolphin and the other Mexican entities. Correct?

Yes. I I took actions.

And among your cost reduction actions is to terminate the lease with Control Adora Dolphin at the headquarters. Correct?

Correct.

So let's, turn to twelve. That's document, Robert. Mister Albert, this is a, 10/02/2024 management presentation. Correct?

And this what?

You would agree that this is a management a dolphin company management presentation?

Which time? Which time?

As of 10/02/2024.

Is it the document here?

Do you, did you have tab 12? Number 12? Number 12.

Okay. Let me see. Oh, yeah.

Yes. And I'm just I'm just getting you confirmed that this is a updated special financial report Yes. For control consolidated for control door and its affiliates as of 10/02/2024. Correct? Yes.

If you could turn to page four of this presentation, that this, all, you know, all cap is management statement from the CFO. Correct?

That is correct.

And in this management statement, the CFO expresses great concern relating to lack of payment of taxes in Mexico, The US, and The Dominican Republic. Correct? That is correct. And in this management statement, the CFO also states that the Dolphin Group management will resign if the company does not get the necessary resources to pay taxes. Correct?

Let me read. This is now. The possible proposal. I'm I'm reading this. In addition, the most my purposes could be confirmed.

The responsibility for this is screening of prosecution. Very much. We the management being forced to allow this to happen despite the knowledge of and sculpture. I would just please be advised that in case by the end of this month of September, the company does not have the necessary resources for payment of the due taxes, the administration will send our notice of resignation to all of the shareholders of the entities, have to pay these taxes and the trustee, as well as the note holders for our senior and junior then. Yes.

So as of this time, October 2024, that was the same time period which the lenders had provided a term sheet that had acceptable economic terms, but there were governance changes that you did not accept. Correct?

That is correct.

And we talked about the cash position as of April 29 only being 47,000. You would agree that you have no long term business plan for the Mexican Dolphin Group entities. Correct?

Please repeat the question.

Sure. So you would agree that you currently have no long term business plan for the Mexican Dolphin Group entities. Correct?

That is not

correct. Chris, can you pull up his deposition? I'll move on, but then we'll come back to this, your honor. If you go to page nine of this document, I

think you testified during your

fish, all the employees, they're being paid for the Mexican enemies. Correct? Mhmm. You testified to those facts during your direct examination. Correct, mister Albert?

Mhmm. Okay. So let's look, in this in the column titled Fish. Third bullet point down. Or I'm sorry.

Second. Since we have outstanding balances that we have not been able to pay, the suppliers stop the delivery of product. Do you see that? Mhmm. The third bullet point says, as a consequence, we have to immediately reduce diets of animals up to 50% to have the necessary time for the next delivery if suppliers are paid in part within the following week.

Do you see that?

What is that one?

Third bullet point in the fish column are

And the page nine?

Page nine. Uh-huh. You see where it says as a consequence, we have to immediately reduce diets of the animals up to 50% to have the necessary time for the next delivery if suppliers are paid in part within the following week. Do you see that?

That is yeah. I see that.

Also says the reduced diets may cause a risk in the animal welfare as well as negative behaviors from the dolphins.

That was to reduce that, to have the necessary time for the next delivery. I mean, that was like a for a week.

And then the next, roadblock where it says payroll, bonuses, and commission. Do you see that? Mhmm. Says that the company has failed to make complete payments of the payroll over the bonuses and sales commissions. Do you see that?

Yes. And then, you would agree that, the debtor's finances have not improved since October of twenty twenty four. Correct?

Correct.

This is, I believe, is it 41? Yeah. If we could go, 41 in, everyone's fine, your honor. Mister Albury, recall, I just asked you if you have a long term business plan. Could you turn to page 200 of your deposition?

200 is. 200. It's you'll see the position is town of Fortiva.

Your call, sitting with me for a number of hours during your deposition last Wednesday. Sorry.

Oh, yeah.

We could forget. Right? So at the top of page 200, during your deposition, I asked you this very straightforward question.

Mhmm. So

is it fair to say that at this time, you don't have a long term business plan? And you answered. That is fair. Yeah. Mhmm.

So your honor, I just need just need a couple of minutes just to see if there's any additional questions that, I may have

missed. Okay.

Well, let's take five minutes. Thank you, Please be seated.

Thank you,

your honor. Appreciate the, exercise. I'm happy to report no further questions.

Alright. Thank you.

Mister Alvor, could you go to, tab 12, which is that report we were just talking about about the fish? I just wanted to ask you a question about that statement about having to reduce diets of the animals to 50%. That was that this was reported was of October of twenty twenty four. Correct?

Yes.

And what I'm concerned about is where we are now. Are you taking care of making sure that the the animals are being paid?

Okay. It's past six. Okay.

Are we making sure that the dolphins are being fed what they're supposed to be fed right now? Indeed. Are you making sure that their welfare is being taken care of right now?

Not what?

Are you make making sure that their welfare is being taken care of right now?

Completely.

And you're committed to make sure that it that they they are fed and they and their health, safety, and welfare are taken care of going forward?

That that is correct.

Thank you. No further questions, your honor.

Thank you. You may sit down.

Oh, thank you much. Thank

you.

Mister Moon, any further witnesses or evidence? No. You're not. Okay. Thank you.

Any rebuttal? No. You're not. Thank you. Okay.

Then our evidentiary record is closed. I am not gonna start argument at 06:10. But I do have a question, mister Brady. I assume you're doing the argument. Who's doing the argument?

Mister Greeter. Oh, then I have a question for mister Greeter.

Mister Greeter. Yeah. Mister Greeter. Yeah. Mhmm.

Okay. What what I want to know is exactly what relief you want, not the arguments for it. I'll hear that at a later time. I wanna know exactly what orders you want me to enter.

Well, your honor, we want an order finding that mister Al Gore has, by his conduct, been in breach of the automatic stay, and provide us with full unfettered access to books and records, the company, electronic, paper, or otherwise, unfettered access to the employees of the company and the ability to have unfettered access to, the operations at the facilities. It's our view that based upon the the evidence, and I will not argue that today, we're entitled to that.

Okay. Thank you.

We are Paul Keenan on behalf of Prudential and Cigna, and I can enter a more formal appearance tomorrow. I think in addition to that, we would need not just an order finding that mister O'Bour is in violation of the automatic stay and to compel him to comply going forward, but something more with some more teeth to it. You know? So we would ask for some the imposition of some kind of fine retroactive to the petition date that could be expunged upon timely, for example, in a matter of days, compliance with the automatic stay. But, I'm very concerned, and there's a basis for this concern that we will make an argument that a simple order stating that there's a state violation will not be sufficient.

Thank you.

Mister Moon, if you have anything to say in response, I'll hear you for a moment, but I really wanted to understand what orders, I was being asked to enter.

Well, my only response, your honor, is I think we're pretty clear in, in our responses, how we think that that the court could rule. We see a path forward. We're trying to give you a path that makes sense, but also honors what's going on in Mexico. We understand what they want, and they'll make their presentation. But we object to it for the reasons that we do, and I think it's pretty clear.

Okay. Thank you.

Okay. As I said, I'm not gonna have argument tonight. And I do want to read there's some documents in particular I absolutely wanna read before argument. And I have another contested matter tomorrow, which I have not prepped for. So I'm not gonna have argument tomorrow.

We will get back in touch with you, and we will come up with a day. Some of you who have been in front of me, particularly this week, know that, I will have to find a time to squeeze you in. I also have to start a contested confirmation next week. So, I'll find the time, but, we'll have to let you know. Your honor, if I

could just let you know so it's on the record, I'm actually gonna be flying back and flying back out of Florida, and we'll be gone for the, like, holiday period till the twenty seventh. So it's not very long, but just letting me know about that. Okay. Well, yeah, I'm not gonna be able to

get you in before that, so you're okay. Okay. I will find a time as soon as I can to get you you back here for argument. And in particular argument, I want to have the authorities, for what it is for the relief that you're asking me for. So, the authority on the state violations, the authority on the the access and what that means and what five four how five forty two e is interpreted.

And, the imposition of a fine is a contempt is is what it sounds like, and so I want the authority on contempt and what a bankruptcy court can do. And if it's already in your filings, which I will read and I have read quickly, I will hopefully get up to speed on that. But that's what I'm looking for. And, what's my authority for entering the orders that the debtor and the lenders are asking me to enter, given the given the evidence that we've heard. And, obviously, anything opposing that, I am, that's what I'm that's what I'm looking for.

Okay? So we will be in touch, and I will get you back here as soon as I can for argument. And I plan to be prepared to be able to, address the legal authorities, at that time. So any questions? Thank you.

We're adjourned.