American court hearing recordings and interviews - Season 8. Episode 5. May 21, 2025 Bankruptcy Court Hearing (The Dolphin Company/Leisure Investments Holdings LLC, et al.)

Episode Date: May 24, 2025

This audio recording and other filings in the bankruptcy proceedings are available here: https://www.veritaglobal.net/dolphinco/document/list/6300

Mr. Grecier, good morning. Good morning, Your Honor. Sean Greecher from Young Conaway on behalf of the debtors. Your Honor, we did file an amended agenda. He's a docket 170, 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, 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 finders, so that's what we'll go with. Okay, very good, Your Honor. So parties have discussed sort of the order of operations here today. I think our hope is we do have a number of witnesses. I would like to proceed with putting in, making our record. This is as well, so we propose to proceed and move right along. I work from Young Conaway on behalf of the debtors. Your Honor, may I approach it?

All this is passed and updated. Yes. Thank you. Your Honor. Are these the same? These are two copies. Yeah, two copies, sure. Thank you.

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 the party's declarations okay you have a copy or where in the hearing binder is the witness list I'm sorry the exhibit list that's in the I think 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 think the binders yeah so there's agreement that all of these come in correct your honor and just to note you'll see that at least in the debtors exhibit list,

for declarations and some of the exhibits that were admitted at the April 29 hearing. It's noted, like for example, the Strom declaration and the Wagstaff Declaration were admitted, as well as if you look, debtors exhibits 27 to 29, those were exhibits to the Wagstaff for, they were, the foundation was laid

and they were moved into the record at the 29th. Okay, then without objection, are admitted exhibits one through 42 thank you your honor mr. Albor's exhibits our exhibit list is in the front part of our binder I'm 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 just 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 now okay and Mr. Moon, are these also admitted without objection? It's my understanding. Correct, Your Honor. Okay, very good. That's A through double-out.

With respect to Mr. Strom, who is the debtor's first witness, we have no planned supplemental live direct. I just want to do a brief bumper with respect to debtor's exhibit 2, which on Your Honor's Exhibit list for the debtor's exhibit list as a representative sampling of certain governance documents. Your Honor, the three sets of documents in this compilation are the March 28th, 2025 resolutions with respect to debtor, Dolphin, debtor Dolphin Capital, and Debtor, Leisure Investments Holdings. Your Honor, these with respect to control of Dora Dolphin, 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 it's Mexican subsidiaries that are at issue in the Mexican proceeding.

Control of door dolphin resolution starting on page four, Your Honor, 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 fourth page and continuing on to the sixth page, those are the pertinent resolutions that are at issue in the March 20th resolution. The nomination and reserve for redirect. Francis Gonzalez, I'm sitting here, local counselor, Mr. Ruffington Kell. In the courtroom with us today is, yes, thank you.

Stephen Robert Strong, S-T-R-O-M. Mr. M. Roles and Milan Budwig, and may please the court and counsel. They have a clear record for the benefit of Judge Silverstein. I want to identify the U.S. companies are the Dolphin Group that are in bankruptcy, and the Mexican company in the Dolphin Group

that are in bankruptcy. So we could compartmental license, is that fair? I don't know what fair means, but you can certainly classify them by where they're incorporated. Okay. So the U.S. entity that are in bankruptcy are leisure holdings, Trident Investment Foldings, MS Leisure Company, Icarus Investment Folding,

Langer Inc, Marine Land Leisure Inc, GWMP, LLC, World Marine Park and the Dolphin Connection, is that correct? That sounds right, yes. And moving forward, I'm going to refer to those as the U.S. Dolphin Company. Do you understand that? Yes. The director of the Dolphin Groupies companies, correct?

Those entities and others, yes. Chart has attached to your declaration with Mexican enemies. Capital company, control of the dolphins, Executives of Tourism Sustainable, dolphin astral holdings, aquitores, Jaegerzibonnetico, and Cromatura, Garafone. Those are the Mexican entities that are in bankruptcy, correct? Did you read the list again?

There's one area that I think I've heard. Dolphin Capital Company? Yes. Control of Door Dolphins. Yes. Executives de Tourism Sustentable. Yes. Dolphin Astral Holdings.

Yes. aquitores, Jajero Cibonetico, and Promotora Garaphan. Yes. Did that miss any? I don't think so. So moving forward, I'll refer to those as the

Southern Mexican company. Is that your characterization? It's normally designated, yes. As the independent director of the U.S. companies, the duties include retaining lawyers for the U.S. companies, retaining restructuring professionals, and pretty companies into chapter

amongst other items, correct? That's part of the role in the operating activities. For the U.S. companies, you retained the firm Riveron, and specifically Mr. Wadstaff as a debtor's CRF, correct? Yes. And so would you agree with me that you are in possession and control of the U.S. dolphin companies? Yes.

As of May 13, 2025, you, as the independent director of the Dolphin Group of U.S. companies, have not made any site visits to any of those marine parks. Isn't that correct? Is it May 13th? I think that's right. Since May 13 have you visited any of the marine parks? Yes. Which ones? Mammany's secretary. Now it's part of your duties as an independent director of the Dolphin Group,

U.S. companies. Those duties include ensuring that the animals at those parks are being fed and cared for, correct? Yes, that's part of the law. And to this end, you have authorized the U.S. entities to retain an independent animal welfare expert to ensure that the animals are being taken care of the effect, correct? Yes. And that gentleman is named by the name of Bill Winhoff. Yes. You still employed by the debtors? Yes.

Now, with respect to the animal welfare costs, including food, medical, veterinary care, the records related to those costs and care are maintained generally on site. the U.S. companies locations that you were in possession of control, correct? Generally, yes. I don't know that all the records are held on site in the U.S., but there are records on site in the U.S. 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 after such, right? Yes. Employees are getting paid heightened, right? Yes. And as you sit here today, all the U.S. company employees are, in fact, are in fact, you're paid?

Yes. Concerning the Dolphin Group Mexican enemies, various legal proceedings pending in various Mexican courts related to the governance of the Mexican companies, correct? Yes. 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 about control. You don't have any evidence that the employees under the Mexican companies possession of control the employees that are working in them that they're not getting into. You don't have any evidence in that, correct? I know that historically there have been issues that I've 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 the farm's way in the Mexico. 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 is 50% because of liquidity issues. And so that the record is clear. The corporate governance changes that took place on March 28, 2025,

which led you to being named, those occurred while in Controlled Adolton was in a Mexican conclusive merchant deal, correct? Yes. 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 U.S.-based and Mexican debtors? Yes, and also the UK entity, yes. And as the independent director of all the debtors, including the Mexican debtors, do you have actual knowledge about whether the animals at the Mexican locations are being cared for properly? No information present in 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 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. No further questions, Your Honor. Thank you. You must have done. Seating the podium to my colleague, Christopher Lamb, the Declaration of Mr. Robert Waxdiff, the debtor CRO is there any evidence. Mr. Lamb will be doing a... You can take the stamp, please. I have a few witnesses of winners.

May I go. You may. Thank you. Thank you. Robert Wagstaff. I'm the managing director at Riveron Consulting and Chief Restruction Officer for the debtors. Separation and support of the debtors motion to enforce the automatic stay and to compel return over a document in the state's correct.

That's correct. Is there anything that you need to correct and modify? Mr. Wexsaf, can you briefly explain the diligence that you and your team at Riveron has performed with respect to the debtors and their businesses since March. since March 30th of the year. As it relates to the U.S. entities, we have been in direct communication with management and staff at the parks. Have access to banking and, banking payroll and vendor information and are producing operating budgets based on that information. As it relates to the Mexican operations, I've visited five of the parks, the front of the house,

of five of the parks in the Yucatan Peninsula. I have 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 being 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. Extremely difficult. I've limited to no access to personnel there. I have 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, sorry, that Mr. Albor has and his team have begun to provide. It does not come close to providing a complete picture of the financial situation down there. You mentioned Mr. Albor.

Who is he? He is the former CEO. Has Mr. Albor ever sat down with you to discuss the financial affairs for the debtors? No. I attempted to meet with him on March 31st, the day we filed for bankruptcy in Cancun, and my attempts were unsuccessful. Had Mr. Albor ever pushed him contact with any of the Feders' employees or keyed-up you notice? No.

Mr. Albor, how did you go about... I have resorted to other means to attempt to find contact information for individuals with relevant information. That includes Google searches, WhatsApp conversation. what's up conversations in the way. I have an email communication from the chief veterinary officer from Mr. Albor instructing him not to communicate with me. Okay. Have you seen this document before?

Yes. Now, just focusing on the top part of the two from subject lines of this document, can you explain what this document is? This is an email from the personal email account of Dr. Sanchez, the chief veterinary officer of the group addressed to myself and mr. breacher's counsel to the debtors and mr. strong the independent director April 21 25 yes yes yes dr. Sanchez is a recipient here to his corporate email address at the Dolphin co yes and he does not copy his corporate email in the email he sent to me I was informed that all senior executives of the

company for deceased communications with me and that their email and phone records would be monitored for such communication. He clearly states there that Mr. Sanchez is not to keep any communication. It would be the third paragraph, beginning with, therefore. Since you received this email, or apologies, say that, since you received the top email from Dr. Sanchez, have you discussed any animal welfare issues with him? No. Have there been in patients where you believe that it would have been useful to have those communications

about the Sanchez regarding animal welfare? Yes. 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 had received. We have been working with Italian management and Mr. Wynhall to interpret the results of that necropsy analysis. It would have been extremely valuable to be able to get Mr. Sanchez's opinion on that as well. Mr. Sanchez with respect to that issue.

I know Mr. Sanchez was copied on the email from Italy announcing the unfortunate death of Robin. I have not, I know he was copied on an email from Mr. Strom requesting a call to discuss the incident, and I'm not aware that Mr. Sanchez has responded to that request or anyone else at the company for that matter. Did you add your attention to the document is behind tab number 15? Which ones are? 1-5. Yes. Yes.

And just like you did the last time, just by looking at the top of the email, the two from subject lines. This is an email from an individual I understand representing Mr. Alborr personally to myself. Mr. Strom and Mr. Groucher with copies to his partners, to the local council's partners. Saturday, April 19th. Yes, I did. April 15th. I sent it to Dr. Sanchez's personal email, his corporate email, and copied Mr. Groucher from Young Connolly and Mr. Strong. I'd had a phone conversation with Dr. Sanchez on Saturday the 12th. We had set up a further conversation for Monday morning the 14th to discuss his views generally on the animal, on the state of animal welfare within the dolphin group.

He informed me by phone on, canceled the phone call Monday morning, informed me by telephone on Monday night that he was requested by Mr. Albor to get a written request of the information I wanted to discuss with Mr. Sanchez that produced this email that you see in front of, you in front of you and that was sent the following day March 50th uh sorry April 15th yes requested in this list in your email he did not and I never got a response to this email what did you take away from this email generally from the CBA phone I read the preamble to the email as a cease and assist request in the United States yes Yes. We have had visits from the USDA, from Fish and Wildlife, from the Agency of Environmental Protection, our Department of Environmental Protection, with various citations related to the conditions of infrastructure, questions around quality of water, discharge of water.

We've also had a visit. 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. Yes. 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' insurance in place. The park was subsequently shut down for a period, I believe, 10 days. I understand that they did it, and it lapsed on January 17th of this year.

We went out to the market, identified a broker. 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. we have engaged the services of Mr. Wynne Hall and also discussed with another marine mammal expert the potential for using his services as well. Without any access to Mr. Sanchez and his valuable history related to the health and welfare of the animals we felt we needed third-party assistance. He has been coordinating extensive diligence visits to the Florida parks. He's completed two visits to the northern parks in St. Augustine and Panama City Beach.

next week I believe you will begin as visits of the southern parks in Miami C aquarium and Dolphin Connection, we're providing diligence reports related to the visits. Yes. No. Why not? We have attempted to gain access 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. Yes. Take a moment to flip through. through the pages here and then I'll ask you a couple questions. Okay. Do you recognize this document? Yes. Mr. Waxath, a lot of documents that you've seen and probably will see in this case are in Spanish language.

Do you understand Spanish? Yes, I'm fully fluent reading and writing and spoken. What is your understanding? 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. The benefit of...

For which entity, BBVA? Yeah, the document behind. Sorry, it's in tab 38 or it's... Yes, it's in tab 38. Yeah, okay. Yeah, I'm there. BBVA, Bank Roma? With respect to the governance or control...

The little list of accounts, it expressed a lien. 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, I mean my glass, expressly recognizes Mr. Strom, a sole administrator and gives myself, Mr. Michael Flynn, Mr. Eduardo Moyano, and Mr. Matthias Maramio, has powers of attorney access to those accounts it does mr. Eduardo Albor conception stevan martin flores valeria albor and Sergio accombe

Mexican debtors oh sorry by looking at this document can you tell which Mexican debtors have bank accounts at DVD aquatures control over a dolphin Vajero Cibernetico and Promotora Garafone. Those debtor entities, the Mexican debtor energies, have with the media. There are 32 listed on here that we know. Do you know what you? I have no idea.

Why not? I don't have access to the detailed records of these accounts. Okay? Yes. It is a similar order issued 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? Yes. Control of a dolphin, executives of tourism, sustainable, biogheros cybernetico, that's seven that we know of. Is there another bank?

Yes, Banamax. Yes. Controller or a dolphin, executive of tourism, sustainable, and via her own cybernetical. I believe the number is nine that we know. And there and Vanamex, do you know what those accounts are used for?

No idea. Again, don't have access to any detailed information related to the movements in those accounts. With respect to the, after the April 29, hearing, are you aware of whether the debtor requested information from mr. Albor yes we have received some documentation through his council yes okay yes 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 is commentary attached to the email containing some of the documentation. This commentary, I understand, came from Mr. Albor's U.S. Council. The column entitled Documents Produced is a list of the documents that have been produced to date related to those requests. And the last column is the list of incomplete documentation and not received yet. Sorry, I misspoke. I think the initial request list says.

on the 30th was the 17 items. We subsequently, over the weekend, this past weekend, sent an incremental list that starts with item 18. 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 blank sign. We requested and received an extension from the typical 14-day time period to file the debtors' schedule of assets and liabilities and statement of financial affairs. We also have an upcoming deadline to deliver the debtor's monthly operating reports. myself. No, the schedule is 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, the full listing of the contracts, the debtors are counterparty to, among other things. It would be a good start with this was not meant to be an exhaustive list. This was an initial request list pursuant to the conversations about sharing information. Since I'm the one required to sign the certificates, 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 the veracity of the information. I'm aware that the US debtors have access to banking information, to vendor information, to dispersion information, and to payroll information, but not all financial information related to the legal entities.

Can you repeat the question? Sure. As CRO with respect to the US, 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 U.S. and attempting to put together a bill forward forecast for the operations of the U.S. parks. I have piecemeal information from the information that's been provided. Okay? You've finally broken loose from work. Three friends, one tea time, and then the text. Honey, there's water in the basement.

Not exactly how you pictured your Saturday. That's when you call us Cincinnati Insurance. We always answer the call because real protection means showing up, even when things are in the rough. Cincinnati Insurance, let us make your bad day better. Find an agent at CINFIN.com. Yes. The top table is a list of seven Mexican debtors in their individual and cumulative cash balance

as of April 29, 2025. This was among the productions that we received from Mr. Albor's U.S. Council. It is shocking to me that an entity of this size would end any month with $47,000 in the bank. There are seven debtors listed here. I believe at least four of them, to my knowledge, are operating entities. I've seen historical financial information that the Mexican entities have produced upwards of $13 million in EBITDA in a given year. As part of the other information produced by Mr. Albor's council, I've seen a monthly payroll record 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 remaining liquidity given those facts. Information specifically for the end of April. I do have historical financial information that would suggest that, end of April would be the culmination of probably the most busy season for the Mexican operations between spring breaks and Q1 and late Easter this year of April 20th, I would have expected to see much more cash on end. Yes, 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. The company's main web page lists that address at the bottom as contact information. The Concourse of 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 parks operate under. My interaction with employees at that building most if not all of them are wearing dolphin company hats shirts it seems evident to me yes yes yes absolutely not there was never a a harsh word or harsh tone used during the

procedure no forcible entry no threats of any kind violence 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 felt the reception was very warm to the conversation. There was no threats, no force used to all. There was an actuary. I understand effectively as a bailiff in extension. of the court to apply the orders that were granted.

There was a fact witness 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 outsourced building security firm. We were trying to do things by the book. We wanted to make sure that we had all of the elements present to

to exercise our rights under that order to peacefully and legally take control of that building. To visit some of the debtors facilities. Yes. Yes. Gettors filed which have the locations on March 33rd. They explained the visits that you described earlier

to the parks located in Mexico. I visited five of the, of the, of the delphinariums in the Yucatan Peninsula, the front of the house. What do you mean by front of house? I was hosted by a promoter, for lack of a better term, someone responsible for greeting guests, selling tickets and otherwise hosting client experiences. By yourself as the better COO? No.

Why not? 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 Cancun and I may have been prohibited from entering those parks. 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 who reports to you gets a call they're just going to 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 there

yes when was that mean last friday Yeah. Describe the general conditions. Actually, let me take a step back. What part was... Miami Sea Quiram. Describe the general condition of the Miami Sequorum when you toward it on a system?

Run down. A lot of facilities requiring a lot of not only maintenance, but substantial structural repair. Okay. Do you recognize these photos? Yes. There are pictures taking of various of the installations that were visited with the Unsafe Structure Board in Miami-Dade County representatives last Friday to 16th.

May 16th. 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. Yes. 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 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. So we walk probably two-thirds of the crescent structure of the stands, and these vertical beams are purported to be holding up the cement stands that customers would sit on.

No, the park has been out of operations since 2023, I believe. Okay? Yes. What is your understanding? And we'll just talk about the first act. What is your understanding of this? This one is a follow-up notification from the initial notification, which is the second document dated April 26th, related to violations, I believe, related to the aforementioned pumping stations.

Do you see a document that's dated there August 26, 2024? Yes. Is this where you were just referencing? Yes. And what are some of the notices of violations? I can read here a missing well-vent, missing emergency generator, multiple missing emergency generators, yeah, a host of deficiencies that we were told by unsafe structures

of last Friday had not been attended to. It is listed that they were delivered by certified mail to Mr. Albor and to Mr. Edwin-Gerns-Houmz-Hour. I have no knowledge as to the I have not been provided access. I've learned so far concerns about the operations and facilities and the batteries and the

absolutely. I've seen reports as recent as October emergency reports produced by management, which referenced some of the things Mr. Strom 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'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 U.S. And then we encountered this issue of operating without workers' compensation for several months. That gives me a cause for a great concern for the state of the operations and the assets in Mexico.

Good morning. You see the same idea with Mr. Strom when you were sitting in here. We could agree that the U.S. entities are the companies that identify with Mr. Strom, and the Mexican entities are the companies in Mexico that identified Mr. Strom, Or do you need me to go through the list again? No, I'm clear. You are with Riveron management services, correct? Yes.

In general terms, Riveron is a financial advisory firm? Yes. Bankruptcy cases Riveron has been employed as a debtor's financial advisor, correct? That's correct. Yes. In Mexico, regarding a corporate governance dispute of the Mexico end of the Mexico. I'm over of litigation, yes. Yes. Yes.

You oversee the day-to-day operations of the golfing U.S. companies, correct? Yes. Yes. And U.S. entities? Yes. And he is working for you and available to you to advise on the help with the day-to-day operations of the U.S. Group parks, correct? Yes. He reports to you. Yes.

Yes. You spoke to the U.S. community parks. Yes. As you sit here today, you are not aware of any regulations that none of the parts are in violation of. As it relates to the unsafe structure, the Board of Miami-Dade County, there are citations that have not been cured yet. 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, etc. I'm also aware that we got decertified by an association of marine mammals. That is a condition to our, the membership in which is a condition to our lease in the aquariums. Turning to the Mexican, and to date you have received some financial from the Mexican, correct?

Some, yes. Counsel for the debtors communicated an additional list of documents that you received with the Mexican right? Correct. In response to that request was the documents were to be compiled. that they exist, correct? That's my understanding, yes. For coming, have not the U.S. animal, correct?

Can you repeat that question, please? Because you've still been able to pay the U.S. Dolphine Group employees and care for the animals for the U.S. Dolphine Group, correct? Yes. It's your understanding that Mr. Albor... Yes.

Mr. Albor is not true. Correct. I think in steps to verify that control Adolphin had a possessority interest in that there was not. correct personally no you turn to exhibit three which is your declaration mr. laxstack you're in the right you sir yes you turn to page 10 declaration that's where you can describe the events of April 11 see that yes you have

12 you assembled the team or that a team was assembled the purpose of gaining control of the building you see that yes your advisors use of local police to locksmiths, personal security guards, and five members of a building security firm to aid you in that way? Yes. No. You described that when you got inside of the building on April 11th, your team immediately began changing locks in that building. Isn't that correct? Yes.

And then once inside that building, I think it was in paragraph 16, for your declaration, you state that you encountered several groups of employees working and carrying out their job duties. We decided to identify purchasing agents and amongst other people group sales representatives. Is that correct? Yes. Now, in paragraphs 28 through 30, you described Mr. Albor's return to the building. In paragraph 28, it was accompanied by approximately 20 armed men reporting to be state police officers. Do you see that?

Yes. Presenting themselves a state police officers for, in fact, not state police officers, right? Did I have any evidence to that? No. Are you aware that Mr. Albaugh has been? I heard him testify to that effect. I mean, I want to the Lamb question to you about concerning an order from the 10th Judicial Circuit concerning a number of bank accounts in Mexico. Do you know, sir, if this order was derived from the same court that issued the April 4th resolution that,

at institutes of precautionary measures that Mr. Albor has appealed in counsel shared a copy of disorder with Mr. Albor's next to the counsel when it was in. I don't know. Mr. Rex, on the call, did you recall, have the final question? Yes. I was given his contact information and reached out to him by telephone and then arranged a meeting with him. I believe it was April 7th or 8th. No. across regarding the lease of the headquarters.

Do you recall this question? Yes. I did. Yes. No. Have question any, Mr. Yes. The Riveron, too.

Yes. Local Mexican, sorry, local Cancun Council returned. Actually call the next witness to the stand? Maybe. Set the table. All I think it should proceed is, the next witness that the debtors will follow is former Justice Duna.

justice we'll be sitting there that so justice will be approached your honor you may appreciate that too the translator that's kind enough to join us today is mr. romando escarra husband and he'll be sitting right there i understand that they both get yes yes sir please raise your right hand you affirm that you will well and truly interpret the question to the witness and her answer is there too to the best of your ability i do please state and spell your last name for the record. Madam Chair Haascon, thank you.

Thank you. Yes, please take your full name and spell your last name for the record. This is a new to the court of the court. 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. Judge Silverstein with a brief overview of your legal professional experience before joining the before joining the Supreme Court of the Mexican United States in 2004.

Thank you for General General Justice in the question of your experience, very much more than the Supreme Court of Justice of the Nation named in 2004, in a period of 15 years, that was the reform constitutional of 1994 established and concluding in February 2009, The Supreme Court of the Justice of the Nation I've done to do the end upendearment in the second

and I presid I in some moment and the development of the of the Supreme Court of Justice of the Nation that they're taking in place in plenary and in sala. In plenno, we know of all the materials in a matter of constitutional and in sala we have a seven minutes. We have a reformed.

Yes. Yes. Thank you. I had the honor of being nominated to the Supreme Court of the Mexican States in 2004 for some of the 15 years. This was done, in accordance to the reform law that was passed in 1994, and I served there in 2009. 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, in the look that matters that are within the purvey of the Supreme Court, joint and both in chambers continue in the area. In the second salas, in which there was a semi-specialization in that they were in material and

laboral, but in pleases, all the unit. In the Second Circuit, there was a semi-specialization where not administrative and labor matters, but we will be on joint and we have probio of everything. for me, for not part of the maximum general of my 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. Let's turn to paragraph 17 of your declaration. will be exhibited five for most folks and exhibit four for justice team can I proceed see paragraph 17 you explain that the injunctions decreed in the April 11 resolution relied on by mr. Albor do not have restatory effects do you see that And what you explain to the paragraph 17 that the measures calculated in the recognition of the launch of the April presented or metas for Mr. Albert

not have this specific for you. Do you do you? Yes, with much. In our country, in the measures, in the measures, to understand, they've been to separate what is the emission of the act

corresponding its execution. The emission of the act, let me explain. Of course, with pleasure. In our country, when we have injunctive relief measures, it's done in two words. One of them is the middle of the

the issuance of the injunctive relief, and then, the execution of the same. When the emission of the act has been perfected, The measure to curtailed because it would retrotraer the time. The measure that exists.

The interpreter will like to verify the meaning of the criminal context. It could be a sufficient for example. Mm-hmm. After the issuance of a precautionary measure of the injunctive relief, if that measure has been completed, if the now, later on, retroactively,

be given again as a motion, because, Continue? The measure to be able to maintain the things in the state that's that's where the demand. Injunct to the elite as the purpose of keeping things as they work the time that the request is made.

To be able to be made in order to seek that the subject matter of the trial is on. And that in a moment that, So that in the government of the law so that in the future there is no damages at all, or there are prohibition to the party bringing the lawsuit. In one of the measures cautalers that conceded in the 11th of April of 2025,

One of the injunctive relief measures that were adopted on the 11 of April, yes, 11 of April, 2025. In the Jus Ordinary Mercantile, 256, Diagonal 2.25-25-25. In the American Trial Action, 256-2005, Promovied precisely for the Seniors. Yes, excuse me, the interpreter self-corrected, still, 2025. Promovied for the Seniors. Promovied for the Seniors.

brought on by Mr. Alwood. In this case, he conceded the measure cautelar. In this case, we granted injunct it really for that in a moment that had not

had effect restiturios respect of the decisions yet existent in that moment. So that it would be would not have a restitatory effect the decisions that have already been made

by that point. These measures were related in another, in a decision of 28th of the year of the same year in which they had removed some, well, they've been tomated mediterate, of remorse, of changes of affidavarer, this, of nombramments. These injunctious were related to the decision that had been taken and the 20th of January of 2025, whereby you have good measures in place

to remove certain personnel to change the responsible party in any community? And to name representatives, amongst others. In that way, the decisions taken are actually determined and not so he conceded effect

so that the recitator, they not retro-traged. So that the decisions had already been taken and they were determined that we did not grant restitory effects, continue? Only, we only granted them in terms of the execution. And in the incisos, we can't copy of the resolution, if in some moment we could do the part of the Constitution. And within the chapters, we have the copies of the resolution,

specific question because the because the April 11 resolution relied on by Mr. Albert did not have restatory effects did it impact the March 28, 2025 resolution? Because the decision that said the decision that was the issue of April 11th, for part of considerable, that they have an effect of this tutorial?

Do you have an impact for the decision to meet to be able to say of it? Yes, that decision

that that those decisions in the act of of on determined

they're not not the suspension of it. But, not Yes, it's established that the decisions that were taken in the 20th of March have already been determined, so it did not grant that.

No, no, it's not acceptable. They would not be able to be executed because of the individuality. So, can you more generally describe what it means when a resolution does not have respiratory effects under Mexican law? just that would be able to be able to evidence and through that. Just that's combated through the media of information and that in those media is modified to rebuttal. Only if it were to be challenged

to evidence and through that it would be defeated. So in paragraph 18 of your declaration, you discussed the April 25, 2025 resolution that, as attached as exhibit L to your declaration. Do you see that? Can you explain to the court the relevance of the April 25 resolution? I do.

The President of the Supreme of April of 2015, What is so? Yes. The 25 of April of 2025, the the judge of Mexico established that the Asambleas that had been done the 28th of Mayors of 2005 had the possibility to

to continue gozando of validity and so it established in a manner specific in the accord, causing of plen a valide's and presumption of having been realized conformed to the decision that was taken on 25th of April of 2025, the Mexican judge determined that the decisions that were taken during the assembly

on the 28th of January 2025 have the possibility of being current and valid according to the specific agreement which were within the law. Therefore, no's limit to its efficacy legal. The only that is to suspend their execution. Therefore, the legal efficacy was the challenge which is suspended its application.

Fair to say that the April 2025 resolution decreed that the resolutions on March 28, 2025, with respect to the governance changes, were to be considered valid, presumed to have been carried out in accordance with the law. look at paragraph 18 of the declaration can you explain to the court what you mean in the first sentence of paragraph 18 yes there was two there was a

there was a there there there was two banquess ordinary bankruptcy One of them was the was the dicted a measure cautal of 4th of April of 2005,

in where practically was conceded the suspension for that were valid the decisions of 28th of 20, 205. 25, no, 25, all is 2025.

In trouble, which is very fine in the data on it. So, there was one where it was a decision that was issued about the injunctive measures referred to on the 4th of April of 2025, whereby it was granted the suspension of the decisions that had been issued on the 20th of January in 2025. This first measure cautal of 4th of April of 2025 was dictated in, In the Juicy Ordinary Mercantile 222, 2025. This force injunctive measure of the 4th of April of 2025 was issued within the bankruptcy trial case 22-25.

Promovido for the companies of the Dolphine Group. Where Mr. Alba was being requested to produce In the In the Quisio 256 Diagonal 2025 Curio Ordinario also

In the trial or the process that was the second ordinary trial 256-2025 also This was promoted by the Mr. Albo

This was brought on by Mr. Alba and in this juice also solicit on the case and they concedier are the questions,

in this trial, we also issued an injunctive relief that was requested, and those are the ones we just mentioned in your previous question. The two judgments were presented until the same judge. Both actions were presented

before the same judge. And the same judge dicted two resolutions of medidas cautelares contradictory. And the same judge himself issued two injunctive measures which were contradictory one to the other.

The four of April, of 2005, beneficea, and the group Dolphu. And the 11th of April, of 2025, beneficeaugh, the Senator Watton. The Interpret of the very happy

the again, that I heard was 2005. The first one minute is the four of April 2025. But still being saying, the second.

No, I don't know. I don't remember. So the first measure was issued on the 14th of April of 2025, and it issued April 4, 2020. Can I think it's April 4, 2025, and then the contradict to the one on April 11, 2020. Let me get the gist of it. Let me get the jesus.

Yes, the 4th of April and the 11th of April, April, the two of the 2025 are contradictory. The one from the 4th of April and the one from the 11th of April were contradictory. So the group Dolphi, in the the juice of the, in the juice of the accumulation. So the Dolphin group in the action that is promoted, requested an incident of accumulation. In the incident of accumulation, what

was that he was to decide what of the two measures should prevail in which they wanted to have the judge decide which one of the two injunctive measures wanted to prevail. The

judge what he provere is that is that reserve the resolve the incident of accumulation but what is what is that the resolutions of 28th of January of

2025 they've to establish as valid and with presumption of having submitted

conformed the judge says that in response the judge says that in terms of the incident

of accumulation he reserves the right to make a decision on later on that if he does establish

that the decision that was made on the 28 of January of 2025 were established as valid

and were issued within legality does she mean March 28, 25 So could you just say, in the first of March, 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? Without the context, you can explain simply, no, the 18, what do you say? What do you say in the term? Simply establishes that the judge determined respect to this measure cautal of this, this measure to out of the

externada, the 28, well, respect to the of the acts of 28 of March of 2025, that are still being being valid. The judge basically says that the judge, in terms of the injunctive measure, external in John McNeshire established that the actions taken in the 20th of March of 2025 were valid. Let's turn to paragraphs 13 and 14 of your declaration.

The paragraph 13 discussed the possibility that Mr. Alborg could post a counter-guarantee for 200,000 pesos, and that might lift the definitive stay discussed in paragraph 12. Do you see that? And based on the status today of the Mexican court proceedings, does it even matter of Mr. Albor posted with the counter-guarantee to the counter-guarantee. Can I understand the status of the actual of the procedure in court to say, Mr. Albert, on the contra-guer

Can't explain the context? Please. For the moment. In contra of the Medida Cautelard of 11 March of 2025

Against the injunkey measure of the 11th of March of 2025, the institution fiduciary Cibank

the fiduciary institution Ivanka Promovio a question of indirect relief trial It's a constitutional trial

in contra of some articles but fundamentally of the measure cautal of 11th of 2012

against some articles measures of the 11th of April of 2025. Si Banco obtu both the suspension provisional as the suspension definitive in this trial. In this trial, Ivanka obtained both the temporary suspension as well as the definitive suspension in this trial.

Respect of the suspension definitive, he's a one of the suspension definitive, he promoted a contra-guerantia. In terms of the definite suspension once it was upheld to promote it and counter-guarantee. In what consists of the contra-guarantia is if there is a guarantee for a guarantee fix, which means if there was already a guarantee fix for the suspension to have an effect, the other part,

can't pay the fixation of a contra-guarantia the other party can request the execution of a guarantee to the action it's enforced. The judge resolved that it was a procedentate the application of the counter-guarantee. The judge appealed that the application of the counter-guarantee was appropriate. And he set the amount for that counter-guarantee. When I presented my appointment, When I presented my opinion, that contra-guarantia still not presented.

In fact, standing in the US I've noticed that the contra-garantia was presented. By the time that I had issued my opinion, that camp had learned to have not yet been presented. But when I was already in the United States, I learned that that was the case. This resolution of the contra-guerantia

also impugned by Cibanko, for the Cofos, on the recourse in the recourse of the request of the question this resolution was already also impunged by Cibanko

Cibanko and it's underway That is explained in paragraphs 13 and 14 of your declaration correct? This is what I should have explained in paragraph for this is correct

yes, I want to yes but I would like to clarify something The emmission of a contra-garantia can bring as a consequence that the act is executed. But in this case particular, there's a situation interesting that I've been mentioned.

But in this particular case, there's an interesting situation it's worth mentioning. This decision of the, this decision of the The measure of the Councilor of 11th of April of 2025 This decision of the injunctive measure of the 11th April of 2025 Also, it was combated in a medium of a defense

A troughed to a appellation It was also fought through the ordinary means of defense through an appeal Ante the Propeer Superior of Justice of the City of Mexico Before the Superior Court of Justice of the Mexico City. This appellation

can be accepted in the Salad of the Tribunal Superior of Justice in two senses. This appeal can be accepted by the Supreme Court of Justice two-fold. In a devolutive and in a

devolutive sentence and a suspension sentence, suspensive. Suspensible. since. Can I just pause it? In paragraph 14, you indicate that Sibanko has an appeal of the April 11th resolution, correct? And on May 15, that appeal was admitted under the both effects principle, correct?

And that means the appeal was admitted with a suspension of the appeal was admitted with suspensive effect and therefore the execution of the April 11 resolution is suspended until the merits of the appeal are resolved, correct? After a little leeway on your honor. answer if you could. Under Mexican bankruptcy law, are assets that a company transfers to a collateral trust considered part of the bankruptcy estate that that company later files a concurso mercantile petition? No, because they pass on to the judiciary institution when there is a trust in the court.

And the judicial precedent that confirms your position is included as exhibit O to your declaration, correct? Yes. In the continuation of the suit, I mean the question is correct? Yes. Yes. The intero order, correct? Yes. Is that the order of interstate of interstate of the interiors?

Yes. Yes. Did the end, that order has what you phrase as insolvency injunctions, correct? That order, the order to say, yeah no, and the medina concliferation of insolvency. Yes. Did the concorso courts, or actually, let me your phrase, the concourse of courts insolvency, the concourse, the concourse, court's insolvency injunctions did not operate as a stay of any action against control of door of dolphins equity assets held in the collateral trust correct

yes sir the converse of court insolvency injunctions the media cancellation did not operate as a stay of any actions Against control of Dauphin's equity assets held in the collateral trust, correct? Can I just say it one full-time through? And then if you need any part? The concourse of courts in solvency injunctions did not operate as a stay of any action against control of door for control the door of dolphins equity assets held in the collateral trust, correct? They could not be able to be able to be used to be in the criminal commissue.

They could not apply to any the act that were held within the trust, because the measure that were held within the trust because the measure measure or the assets within the trust because the measure is because the measure is made. Because the measure is made exclusively for, this,

maintain the development of the and evictor some insolvency. Because the measures taken were issued precisely in order to keep the company afloat and we can continue operating and continue but, but as we've mentioned in the question

anterior, if what it was to say that had suspended questions

related with the patrimonial or with the decisions corporatives

that in a moment they implicated they the suspension

was over matters connected with the assets and appropriate decisions

not are not are not they're not related

of the measure of the court of courtes. They are not connected with injunctive relief measures of the bankruptcy trial. The assets are on collateral trust, the insolvency injunctions do not apply to those assets, correct? The measure that not is applicable to the activities that are you in the case.

No further questions, Your Honor. No judge, depending on the answers, I would suspect, So we're going to take a break now. Speak with anyone about the testimony during the Great. You're looking at me. Thank you, Judge.

Would you like this back? We're in recess to... Sure. We'll say one-thirty. Afternoon, Justice Luna, my name is Daniel Gonzalez, and I have counsel to Mr. Eduardo Albor and Ms. McPathor. Thank you. Nice to meet you.

Likewise. I'm going to ask you a few questions to hopefully short, keep down the time of your cross-examination. Depending on your answers. We could perhaps speed it up. Declaration and testimony. You testified about two different legal proceedings in Mexico, correct? Yes. Yes.

One filed by the Dolphin Group against Mr. Abor and certain other individuals, which you defined as the initial proceeding, correct? Yes. And then a second proceeding in which Mr. Abur filed a claim against CI Banko, Wilmington Trust, and Marco Veles, correct? and President, Counselor. And Marco Valese. Marco Veliz. Yes. Okay.

And you define that in your declaration as the subsequent proceeding, correct? Yes. And as we sit here today, those two proceedings are still pending in Mexico, correct? Yes. to the Confuso mercantile. You understand that the

Confuso mercantile that was filed by Contolador Dolphin back in December of 30, 2024, has been withdrawn, correct? If you, Contraining, the Conchurso Mercanticle Drin in December of 2004, has been retired.

Not precisely, the sign that he was for desistivus. What was actually withdrawn, but it was dismissed. Was withdrawn or dismissed, 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 28th corporate governing changes, which you discuss in your declaration, correct?

Yes, that was the new director of the new of the Council of New York in the 2018-Marso and appropriately? Yes, I understand that there was a director, precisely motivated for the decisions that were in the assemblies of 28 of March of 2025. Yes, I understand precisely that there is a new director

in connection with the decisions that were taken at the meeting of the 20th of March of 2025. And with respect to the dismissal of, I believe you called dismissal of the Conquuzzo mercantio in Mexico, there's been an umpato filed in connection with that dismissal, correct? Council, you said a rebuktu? Excuse me? The word in the word, O-H-H-O-H-O, an umparo, A-M-P-A-R-O. Amparo. Amparo, Amparo, Ampar.

It's all the same. It's all the same. And that am in the company of this country of mercantile and that is represented in the argument against the smith. Yes.

And that amparo is also still pending today, correct? Yes. Yes, and that amparo is also pending to the other. Correct? And it was also a suspension in this amparo direct that promoted in contrave of the disoement, but was negat. Yes, it was also a direct request of the impover

against the dismissal, but it was denied. With respect to the dismissal of the empado, that is still pending a final resolution, correct? In relation, the decision of the impover, I'm interdependent of a resolution final, correct? Yes, it's correct that is pending of the resolution final. In other

the matter, the measures that had been done in the concursing were up for the moment in the moment

in that the time of the court of direct, he went the measures cautalas.

Yes, indeed not. That is still pending. However, the injunct measures that were put in place in the

Confucian mercantile by the judge herself, which were admitted in community. She left the medias cautalors and this gave a good to ask that they were in the amparo direct. This suspension... She lifted the injunction measures which led to the suspension of the

impor direct. This suspension was in the sense to negate it. The suspension was resolved and it was denied. Because justly said that if it was conceded,

it would give a effect restitory. because they decided that had it been granted it would have been equivalent to given rest of the tutorial of practice. This time I believe it has still not had a final resolution. I understand that you may have an explanation as to why, that there still has not been a final resolution, correct? So the rector of the opposition to the order in order in order in order, no, no, the judge of the Ampar, No, the bankruptcy

It's just been installed It's about to go through paper. In embargo, as there is a expedite his right to continue to act on. Pardon? Is it what is an order to be? It's expedited or not possible

However, since there was no idea or so there an order order to? So, if there's an order in the order to be resolved. But the measure to be able to be it. But the measure is not negated. So the right, well, they can continue to come. The bankruptcy proceeding can go on,

but the injunction measure is in place and it does not impede it from going on. The reason I pause is because I heard the translation and I wasn't sure it was accurate. I understand Spanish. I apologize. Perfect. I'm asking the witness to the court in question.

All semester. Okay, okay. In the resolution, where they have been the resolution, where they have the demand, they have been for desist

compulsal, whereby the bankruptcy is being dismissed or has been dismissed. The judge He then he's up the measures cautalers, let's do it without validity with precautionary measures in junk of methods. Mm-hmm.

So then they proceed with a bankruptcy trial against the dismissal that still is in its course. And they're asking for the suspension. And they're asking for this suspension. And this is negative. And that suspension has gone to know. But to answer my simple question,

the umpato proceeding has still not achieved the final resolution. Is that correct? No. No, it has not reached a final resolution or no, I'm not correct. No, no, no, no has yet a resolution final, I'll see if they're mine. I hesitate to do this, but I want to make sure I understand two basic concepts. Exactly what are restitutory effects.

If a measure, I will give an example. If it's an issue, I will give you an example. If the law is issued, the law is already issued. If I ask for an injunction, for the emission, me they're going to negate, because it's act consummated.

Because of the issuance of that law, they're denied because it's a consummated act. But they can't conceded for the effects and consequences of their application. But they could grant it to me on the grounds of the effects in consequences of its application. And that is what's happening in this trial. When they conceded their measure for the resolution of 28 of March,

when they issued the injunction, to the resolution of 28 of March of 2025. The judge said, I do grant it, not with restitory the judge said, I do grant it that not with restitatorial effect. What does that mean? That resolutions of remotion, the nombramment of aboderate,

the resolutions of removal, of the appointment, of parties in charge. These, they're in some way established

and omitted. Somehow were established as have been issued. If the judge

concedier the suspension for these measures, if the judge were to

consider the suspension for these measures, would have to retrot

the act. He would have to go back and retrofit those

acts. And the idea of the The articles that regulars these measures and the idea behind the articles are regulated injunctions

is that maintain the state that they were. It's to have things remain in the state that they were. Not to go back. Not to retro-trayed. So the concession of the mediterate is for that those

act, so the granting of the injunction measure is to that those actions, that they have completed in their issue, that they just not be executed. Okay, that was my second question. That justice used the words, if I wrote them down correctly, that the January 28th actions

have the possibility the possibility of being currently valid therefore legally maybe effective but just suspend the application your honor can I just because I think during your testimony she may have mistakenly said January 28 a couple times I think it's the March 28 2025 resolutions that affected the government Okay, okay. Sorry. So my question is what does suspended application mean?

And does that fit in with restitory effects? Yes, in fact of the perpetrator. Effectorio would revocat revoca the remotion or revocer the designation of the Restitory would involve the revocation of the removal or of the appointment of the representative. That cannot be done. And, this resolution,

because the resolution of four, of April of 2025, not for refurbied. Also, because this resolution was affirmed because the resolution of the 4th of April of 2025 Was it a clear? It was not a clear. There was a contradiction. There was a contradictory resolution

in a different trial that was a contrapuso with the 14th of April, the 11th of April, but not for a recourse of the 4th of April, but not for a for a different it was a counterpoint to the resolution

of the 14th of the 4th of the 4th. of April, the 11th of April, but not because it was an appeal to it, but because it was a different time. I understand that. What is a suspended application? The execution, is that not to take a case, that no-seye-a-cath-cabre, but the remission is that it would not be carried out. The dismissal, let's say, if it dismissal has been done. Okay, so the suspended application has to do with an order entered by the court. Yes.

That's the injunction. And not the actions, the corporate governance actions taken on March 28. No, those acts are confirmed. If that prompts any questions, I'll let you ask and ask them the question. My question, which included equity assets, and that's translated to assets, and that impacts the answer to like to rephrase the question

to clear the record. The concorso courts January 28, 2025, insolvency injunctions, did not stay any actions against control of doors, shares for equity, held in the collateral, held in the collateral correct yes it's correct yes nothing is

nothing is mentioned about the trust thank you and then I'll move on to some very brief redirect based on everything you have read

in the Mexican court orders as of today today you agree that Mr. Strom is the sole director Mr. Strome, Stevenstrom, is the sole director, Mr. Strom, Steven Strong? Yes. Is the sole director of each of the Mexican debtors, correct? Yes.

And that is because there is no Mexican court order order that as of today suspends the effectiveness and validity of the March 28th, 2025 resolutions, correct? That is correct. Thank you. And just one more wrap-up question, Your Honor. Signs your declaration?

Yes. Yes. Yes. You still believe that everything stated in your declaration is correct and true? Justice Luna, in paragraph 4 of your declaration of your decision, and Thank you, Your Honor. Justice Luna, in paragraph 4 of your declaration, You state that the knowledge you have of the financings and securitization of those finances came from

from the first part of it, I would start thinking that we can continue. Can we please start? In paragraph four of your declaration. In paragraph four of your declaration, you state. You state that your understanding understanding of the financing and security structure for the financing came from discussions from members of the Gheera-Gonzalez and Associated 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 question is it correct the state that you have not reviewed the CIA bank or trust agreement yes yes yes I'm not revised for the condoing the Commission yes I'm even have a copy of it when you have a copy of it here I have revised and I have the page,

where it's the translado of capital, the fiduciary, of the associates to the fiduciary. Yes, I even have a copy of it, which was given to me here, and I have it underlined, where they're talking about the transference to the fiduciary.

But that's not discussed in your declaration, correct? No, no, no, I took it in the mind when I formed the declaration, I took it in the man, to get a, I did not have it available when I signed the declaration. It became available to me when I arrived in the city.

And have you had a chance to review the Mexican pledge agreements? Apparently in Spanish, a pledge agreement is called the Contrato de Preenda. I also did not contract of prema. Yes. Thank you. Yes, I also did not have that available in Mexico, since I got here.

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 did not say to learn in this declaration. Because when I did, I didn't have to do that I was not to do it, because when I dropped it, I didn't have a handy, so I couldn't have spoken about something.

I understand that. I understand that. Now that you've reviewed those two documents, you still agree with the conclusion in your declaration that the March 28th governance changes were done properly. Yes. Yes. Yes.

Yes. Yes. Yes. Yes. I've reaffirmed in the declaration that I said, recognizing that, that, those accrues of 28 March or 2025 that still being standing valid.

And that's, and that's, yes, and as we have found my belief that those agreements which were carried out on the 20th of March of 2025 are still valid to continue. And that no, There's no measure cautal or suspension that nowadays would decar them at their full effect.

But that wasn't necessarily my question. Thank you for your answer. I'm sorry. The question is, concerning the actual governance change. It wasn't whether or not the proceedings where they stand today you think that they support that their governance changes were valid. The question is, based on your review of the pledge agreement and the trust agreement, you believe the pledge agreement and trust agreement? Do you believe to your opinion that the actual governance change was done properly?

Yes? Yes? Yes. Yes, you can step down. Thank you. Yes. Yes. Yes.

Subject to the potential of asking the justice thing to answer, maybe some questions on the bottle, depending on what is there our hours next in the law expert says? than the others are done with our 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 4044.1 expert, Dario Oskos.

So, okay. In order, just that housekeeping matter, Mr. Oskos does speak English. If something happens and we need to grab a translator, if something gets really technical, maybe, I don't envision that but he says that he's okay with speaking English good afternoon mr. Roscos good afternoon mr. Roscoe could you tell us what is your current occupation enrolled I'm a I'm a litigator lawyer I practice in the area of

commercial litigation insolvency arbitration and mediation Okay. Can you briefly summarize your legal background and areas of specialization? Yes. I study law at the School of Libre de Derecho. Thereafter, I studied some postgraduate degrees, including umparo and constitutional law, tax law, and conflict of loss. How many years have you practiced law in Mexico? Well, I've been practicing law 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, general. general. 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 foreign court about four times. And are you familiar with the requirements for expert declarations in U.S. 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 concursal mercantile procedure. Yes, I've been involved.

Can you describe your academic and professional affiliations, including any work with international legal institutions like Uncetral or Insol? Yes, I am a lifetime member of the American Law Institute, where I participated in the transnational insolvency project between the NAFTA countries, Canada, the United States and Mexico, I am 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 20 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 Barre Association where I was the chair of the Insolvency Committee. And most importantly, I've been delegated at OnCitral Working Group 5, Insolvency,

where I had devoted the last almost 20 years in participating in the drafting and enactment of the modern laws on cross-border insolvency unrelated model. Commissioner Oskos, if you could look in the binder at tab I, I'd like to show you your declaration that was filed in support of the verified responses at docket 164. You should see that at tab I. I have it. And do you recognize this document? Yes.

And what is it? This is my declaration that I drafted and it gives my sign, my signature. Okay, and is that your signature on page 31 and 42? 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 of these kind of words and opinions of declarations, we think about it and sometimes we get additional ideas, but in essence, this is my statement. Okay. And you understand that 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? Yeah. Thank you. What were you asked to do in connection with these proceedings? I was asked to review judicial records of different proceedings

regarding a concursal mercantile proceedings. of a company Controllator Dolphin and some related legal actions that opened two different proceedings. One proceeding that was brought by Mr. Eduardo, Eduardo. go. Some water, sir? Excuse me? Yeah. It's a legal action seeking voidance of the stockholders meeting carried out on 28 March 2025.

And the other action is an action seeking responsibilities or liabilities of the former administration of the companies. Okay. And did you, if you take a look at page, on page 39 and 42, we see Exhibit B. 302. Say again the nomin. Page 39 and 42, it'll be on the top right page,

or whatever page you're looking at. Page of paragraph. Page up at the top, 39 of 42, it's Exhibit B. Okay, exhibit. Yes. And could you tell me what Exhibit B is? Exhibit. A, 32 to 42, this is my CB.

Okay, and that's exhibit A right behind that. It's an exhibit B. What do you see there? Exhibit B. Well, this is my declaration. But I don't see where the exhibit B is. Oh, yeah. Exhibit B is a list of documents, of records. And these are documents you reviewed in preparation for the declaration. Yes. Yes.

Okay. And if you could, we're going to flip through kind of quickly to try to speed this up, but if you could take a look at, for example, tab F. Tap F. And do you recognize this document? Yes. What is it? This is a court order dated April 10, 2025, about the provisional measures, the word of it.

As far as you remember. Okay. And go to tab G. Yep. And what is that? This is the translation of a court order dated January 28, 2025. This refers to the provisional of recovery measures granted by the Concourse Mercantile Court, mainly staying payments by deputies.

to electors, by leptor, and also the execution or 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 want to 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 January 28, 2025 order, recursory measures. under the Concourse Mercantile. Okay, and if you go to tab X, so what do you see at tab X, do you know what that document? This is provision and state proceeding regarding proceeding 5443, 2025. Okay, and could you look at tab Y?

The tab line? Tab Y of... At that Y, why. Okay, yes, this is a motion by means of which Cheapom policy was filed before the court, before the civil district court in Mexico City. Five.

I'm sorry, and you see that there's actually two parts to tab why there's an English and Spanish translation, or English translation in Spanish, correct? Yes. Okay, and what does this document reflect? This is a option, file electronically before this report. Second district civil judge in Mexico City filing, as I can see, the bond of 2,400 Mexican pesos.

And is that the same counter bond that we've heard of, we heard testimony about earlier? Yes. Okay. Do you have any financial interest in the outcome of this matter? No. 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 or controlladola 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 away, 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 guaranteed in case of the of the financing one asset were the 99% of the stock of the Mexican companies. This trust provides some situations in case of default, such as in case of default, the

beneficiary of the trust, meaning Wilmington Trust, may notice the trustee, C. Banco, that an event of default has been occurred. And on there is a provision that that event of the fall may be cured during certain period of time. If the event of the fall is not cured, person to the provisions of the trust, the trust T, Cibanco, may rank

powers of attorney to a person appointed by Wilmington as beneficiary of the trust to exercise corporate votes. But I must understand underline that the trust is specific in providing that borrower keep the voting rights or less. this condition happens, meaning the default, the notice of default, and so on. So my understanding, 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, a bank. There is the settler of the trust and the beneficiaries of the trust. The sector of the trust are the parties that transfer assets to the trust in order for the trustee to meet the purposes of the trust, a specific purposes. In this case, this is a warranty trust. It is not a full nominal share transfers in ownership to the trust. It is very important because it is not the same to have transferred, let's say, ownership of some immobile 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 the trustee upon the carrying out of certain terms and conditions the bottom of the voting for the shares will start. 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 that you reviewed the Sia Bancro's trust agreement? Yep. At issue here?

Yes. And is it, well, tell me, 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 move 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 default is not cured, then it may start with two things which are very important to give your mind. In the case of the pledge on the chairs to execute or foreclose on the pledge, to sell them and with the price of the sale, the sale, in auction, sell, borrower will pay. In the case of the trust, the main objective is to warranty payment in order for the trustee upon instructions of the beneficiaries, Wilmington Trust, sell in a private proceeding, sell the shares, and with the product, be given to the first beneficiary, Wilmington.

And this provision of the voting of the shares is something special, and it's kind of a stretch, 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 moving through here, what is the significance of the March 28, 2025, resolutions purporting to remove Mr. Albor and others from the board. The stockholders meeting? Yes. The 28 March, 2025, well, the trustee, C. Banco,

and the holder of the pledge carried out a stockholders meeting with 100% of the shares represented in this stockholders' meeting. We call that made on the desk because there is no a call and they determined or decided several situations. One was remove the current members of the board directors and directors to revoke and grant new powers of attorney to seek filing. to seek protection under the U.S. Band of the Code and, most importantly, fight for Concourse of Mercantile, even though that in the same stockholders' meeting, they decided to withdraw the Concourse of Mercantile taking place. So this may be a little bit of out of order,

but we heard a little bit of a discrepancy between the words withdrawal, and dismissal of the concurrence of Mercantile. 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 court decision. Withdrawal is different. Withdrawal is a waiver of rights. is I enforce my legal action and I can withdraw it, resign my right to pursue my legal action. So I understand your testimony. It's your belief that the concurruso mercantile

was not dismissed, it was withdrawn. It was withdrawn. As a matter of fact, the concursal mercantile at the time that the motion to withdraw it was about to be entered by the concursive court, the declaration of concursal mercantil to adjudicate debtor in Concourse of America Cantill. Just getting back to the March 28th 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 28th shareholders' meeting had a 100% shareholder participation or did not have 100% shareholder participation? I have asked records, evidence that 100% of the shareholder represented. not been given them. And in your opinion, were the March 28 resolutions compliant with Mexican corporate and contractual law and procedure in your view?

I will say that the 28 March 2025 Storholders meeting did not meet the standards agreed upon under the trust nor under the Debrage Agreement. And specifically, it was the lack of notice of the deal. 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 important that a notice of default not only be agreed,

but also be served properly pursuant to the contract? As far as you understand, notice of defaults 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 Recantile? That was a voluntary filing of

of Concourse of Mercantile. The petition was fine. In Mexico, the Concourse of Mercantile has two main stages with one sub-stage. The first stage is what we call the visit, where a visitor is appointed by the specialist trustee office in Mexico, where the inspector or visitor reviews

and make sure that the standard of insolvency met that's a standard requirement in order to proceed with the concourse of mercantile. And I can say even that since in Mexico we lack automatic state, like in Chapter 11 in the United States, generally what the debtors request to the court is to grant immediately a precautionary measures in order to protect to get the state. the state for payments, the state for enforcement or legal action in court or outside court. And when Controlodora was accepted as a debtor in Conquerso Mercantile, was it required prior to that to show that it had corporate authority to file?

Yes. Yes. Debtor, with the petition of Concursal Mercantile, filed a corporate, resolution authorizing the filing of the concursal mercantile. It's a very important corporate requiring that has to be met. And what role did corporate bylaws

in Mexican public order play in evaluating these resolutions? No, I'm sorry. Much of this testimony about the first document doesn't say in the declaration that it is... This isn't the fact with it. We can to testify about issues of

Mexican law. These issues are Your Honor, we're happy to stipulate that these 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 you could with what's going on with this proceeding. So we're trying to advise you as an adject to the court that he's trying to act as. What's going on with these documents? I'm going to give some leeway here, and I'll commit the testimony. Thank you, Your Honor. So I think my question was,

what role the bylaws in Mexican public order play in evaluating the March 28th resolutions? Well, the bylaws is the main governing instrument of a commercial corporation, of a legal entity. And it has to be pursued, as he provides, any violation of the violence or the law governing commercial companies may cause the act violating law or violence null and void.

So we're going to 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 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. Can I stand up and get it? Oh, I don't have it. Yes, it's a smaller second version, but your versions look a little bit different, but you have two exhibit binders? Yes. You're just going to go to CC.

Okay, thank you. Mr. Oskirts, if you could go to tab CC. CC? On here. 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 warranty the financing.

And what does this document purport to do? To warranty the full and timely compliance of the terms and conditions of the financing. Okay, and if you could, I'd like you to go to paragraph 9.09, and for this, our translator, I'm going to need you to listen closely. Yes, I know. Okay. You see Section 99. 99, okay. 909, right?

9.09. 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 a translation for the record as he reads. Correct. It's section 909. Jurisdiction.

Legislation Applicable. Shall I read in Spanish or in English. Okay, if you could and read solely please. In Spanish. The translator needs to make an official translation. Section 9.09. Jurisdiction, legislation applicable.

For all the relative to the interpretation and the completement of the present contract, in this act, the parts are submitted in a manner express and irrevocable to the laws applicable

of Mexico and to the jurisdictions of the public of the city of

Mexico and renunciate in a express and revocable to any other jurisdiction

that could correspond to their respective of their different or futures

the location of their business or for any

other reason I need in your microphone The House did you get her sworn in? Oh, yes. We don't do that too.

Thank you. D-O-K-L-I-S. Section 9.0-09 jurisdiction, applicable legislation. For everything related to the interpretation and compliance of the present contract, in this ad, the parts are committed, committed of express manner in irrevocably.

Irrevocable. It's very irrevocable. The laws applicable of Mexico and the jurisdiction of the court competence of the Mexico in the renounce of expressly irrefable at any other jurisdiction that could be correspond in virtue of the respective homes, presence, or futures to the location

of the goods or any other reason. Mr. Oscos, could you just tell us, in your own words, what this provision reports? This is the law applicable for any dispute that arises under this contract, and it provides that it should apply Mexican law. And the competent court with jurisdiction should be those of the city of Mexico. Okay. Does it say anything else? No, that's it.

And does this clause affect which court has jurisdiction of disputes arising from this contract? Yes. 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 express submission of jurisdiction and may not be waived unilaterally. It has, it wanted to change, has to be by an agreement, both parties. Otherwise, they parties, whatever, any of the parties must submit any of any,

legal action related to any dispute regarding this contract before Mexican courts. And are you aware that other financing documents in the Solon package said that the controlling law or the governing law was New York? As far as I remember, there is a mention in the notes, terms and conditions that provide for New York law. 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 insurgency cases, concurs, of mercantile cases, there are special exclusive federal jurisdiction courts, courts of concurs of mercantile. 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 Lexusatis is a governing law. of the commercial companies or legal entities

person to the law of their incorporation. Basically, there are some other cases, but that's it made. So could you explain briefly, you 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 will say that having a board and stockholding resolution, Control Adolphin Fyne filed petition, voluntary petition for Concourse of Mercantia. The Concourse of Court granted precautory measures to stay, payments, and to stay, any legal or judicial actions, all of them, including those provided for under the trust, meaning the voting rights on the shares, that was stayed.

That was state because that was a right of the debtor in filing for Concurso Mercantile, Controllador Adolphin. I want to make clear of that. These cases are very common. This kind of provisions in trust and pleasures are common. Why? Because creditors, mainly more lenders, try to secure the most they can.

And this is a way they try to do it. But they have respect the rights of debtors. So that's regarding conclusive mercantia. the regulatory measures were in effect. Later on, the new administration, I mean, Wilmington Trust and the Cibanko, the trustee in the trust, carried out

a stockholders meeting on March 28. That was later. the regulatory measures were already in place, in effect. And the state was applicable. So they carry out this Stoholiet meeting where they decided to remove the administration, the members of the board of directors, to revoke powers, to run new powers,

to give authorization to withdraw the Concourse Mercantif proceeding to seek protection under the bargaining laws of the United States and even to fight for concourse of mercantino. It's curious, but it is provided for under these stockholders meeting decisions. And after this stockholders' decisions of March 28, 2025, Mr. Eduardo Alborr, five, civil action seeking boydance of the Stokeholders' meeting, arguing lack of fulfillment or legal requirements, that those are subject decisions by the Mexican court, still subjudication.

There were granted some regulatory measures to state, to state the effectiveness of the effects of that stuff for their meeting. No boydyes. And I would like just to clarify, precatory measures are like the injunction measures in every jurisdiction of the world. They keep the status quo of a legal situation to preserve the subject matter of a dispute

to be resolved in the instant case, judicial case. So, and that dispute will be decided eventually by the final judgment. We'll determine if it is valid or not, whatever. And the other action that was filed by the new administration, let me call that way, they file an accountability action seeking liability responsibility of the performance of the formal administration, including damages. That action is also still pending decision by a Mexican court that has assumed already jurisdiction.

There are also some provisional measures that were granted, and they have 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, the dispute will be decided upon final judgment right judicata after all levels of appeal 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 subjudice. What does that mean? Subjudice, subjudice, this is the legal procedural judicial situation when one dispute is pending decision in one court. And does that mean, just so that I understand, does that mean that the court has taken jurisdiction of that matter? of that matter? The court has already taken jurisdiction and that still has to be decided by the court assuming jurisdiction.

And what is your opinion of Mexican courts? Is that like an invitation for another court and another jurisdiction to override what's going on? No, it is a universal principle of law that while one dispute is subject to subject. the spending decision in another jurisdiction that the court that first take it over or assume jurisdiction is a court that must decide the dispute. Sorry. Is it a declaration?

It's just that it's... ...al ultimately decided, but I do think this was in his declaration. Your Honor, I believe it was too, but let's try to move forward to get through this a little bit quicker. So you mentioned about the fact that there were precautionary measures that were entered, and we've heard about it with various courts, but in the context of the concur some work until, just so that we're clear, are precautionary measures similar to, did they have the similar effect of an automatic stay 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 sheriffs. Did I get that right? Yes. Okay. And does that have to do with respect to the type of trust? Yes. The warranty trust.

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, this voting rights of the shares, is kind of self-administration. of justice that with the state has to be state because that exactly what the state is about. State enforcement by means of legal action of out-of-court actions, private

actions. So let me ask you this. So we're talking about Control Adora Dolphin, filing a commercial of Merkintel. Could or should have Control LaDora Dolphin filed a Chapter 11 in the United? United States. I would say this. I'm one of the authors of the modern law on cross-border insolvency from Oncitrant. And the United States adopted the modern law, which is Chapter 15.

Mexico concourse of law includes the model law in Title 12. And if the concursal mercantile in Mexico is prosecuted and one to be recognized in the United States, it could be recognized and be granted all the protection in the United States. But here there is one element that is very important in the structure of the modern law, which is the common center of main interest. If the center of main interest of the debtor is, for example, in Mexico, this Controllator, a dolphin, and the and the Mexican subsidiaries are located in Mexico, and their coming is Mexico. Mexican law by issue of public 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 U.S. bansuosy proceedings in Mexico.

Mexico has granted international committee to the United States. And I expect that judicial acts, Concourse of Mercantile, judgments, the organization plan under the Concurs of Mercantile be recognized in the United States, granting international committee under Chapter being in mind that the Mexican companies with a dedicated in Concluso Mercantile had their comming center of main interest in Mexico and by versa.

If the coming is of a company in the 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 context? I would say that under the modern law, Chapter 15, the United States, the Article 12, Mexican dolphin companies would come in Mexico not only... to fight directly in the United States for Chapter 11 from the Mexican perspective.

From the Mexican perspective, I understand how the jurisdiction in the United States may be assumed, even by having one dollar in one checking account. It's incredible and beautiful the system in the United States, but we move by rules, and the rules say that. So just so I understand, let's assume for a second that Control LaDore is part 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 have to get domesticated, for example, in Mexico? I would say that the United States has some very incredible weapon, extraterritorial jurisdiction. The one arm, I wish I had it.

But in order to recognize legal acts, legal acts, judicial decisions, those have to be recognized in Mexico regarding insolvency under our title 12, which is equivalent to the Chapter 15. It's like the executor when wants to enforce a foreign judgment in Mexico or in the United States. Okay, and have you had an opportunity to read the Declaration of Justice Ramos? Justice Dona Margarita? Yes. Okay.

Yeah, yeah, yeah. I'm not heard her as justice. Yeah, I read it. I read it. Okay. And is there anything in your declaration or her testimony here today that you think requires a little clarification? Well, first of all, I congratulate the former minister from her declaration is quite interesting.

Is 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 would say, one about the nature of injunctions in Mexico, recordary measures, when given by court order ex officio, without the participation of the other party, but being in mind that the only party has a remedy to challenge it. the injunction, the injunction just stayed, suspend the effects of the act purported to be kept as established war. 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 no longer. Just so that I understand that we're clear on the record, is it your view that the appellate, Apato, and local court proceedings have not proceeded to final resolution at this time? No, no. Those two actions we have discussed already

are pending decisions by the exclusive jurisdiction of the Mexican courts that have already taken over these cases. Okay. 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 experience

in more than 45 years of practice. And it's this, what I have told you. I have no interest whatsoever of who prevails. No, it doesn't matter. I want to have a clean, effective insolvencies. system worldwide. And that's what we do in uncertainty. And I invite you to take a look of that. And I think that if this Mexican company having come in Mexico are placed in bankruptcy, in insolvency in the United States, those proceedings will not be recognized in Mexico because of

violation, of manifestly 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 had asked earlier about what the meaning of restatory effect is, and I thought maybe we could have him take a swing at it, and if you could, just try to explain what does restatory effect. Yeah, I think that the concept of a restatory is the granting of the relief salt in a legal action. in the merits of a subject dispute, meaning if the Mexican court find that the Storkman

meeting is legal, valid, and binding because all the legal requirements and contractual requirements were met, fine. It will be confirmed. But if the Mexico court finds that that Storhorters meeting did not meet the standard, the terms and conditions agreed open by the Paris, they will void that the Stokeholder's meeting and the decisions with the virtual effect as it is legally in procedural judicial proceedings that has to be retroactive as of the day

the Staholish meeting was carried out. And it is not consummated. It's not consummated. It's, you know, 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 benefit of the court, if it's a pleaser. What is suspended application? What does that mean? Suspended application is the request that a party asked a court to state some court decision, court act, Act or some act of the authority in the Amparo action when a administrative act is performed and we consider that it violates human rights or fundamental rights we asked the state

to suspend suspension the umparo and in the umparo there are two stages for this state suspension provisional, which is shorter, and then it comes final stay or suspension that after a hearing, the court decides whether to grant it or not. And it is just injunction, it's temporary, it's limited for a certain period of time, and the rules for granting a bond or counterbond would be done, but the,

The suggestion is pending to final decision on the merits. Thank you. Your Honor, if I could just have a brief minute, I may be done. So I do want to 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 want to clarify, is that 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? That's our phones that are doing that? Okay, let me see if I can get my question in, okay? So I just wanted to clarify,

do you don't have personal knowledge of whether, or do you have knowledge of whether a notice of default was ever received by the secretary, as you mentioned in your testimony earlier? The first thing of peace of record I asked was the notice of default. Because by meeting the standards, the contractual standards, that may enable entitled borrowers, beneficiaries, to start provisions under the cross and under the pressure. And I was not given it.

And to me, it was like if it was not. never given. Okay. And have you been advised since you've met with council whether or not the notice of default was recently served? I inquired today again insisting on that and I was told that there was a communication that was sent by email last May some day 27 of May something like that and it was not received by the Secretary of the Board of Directors as provided for under the trust. And during the period of time, that has to be done. So your testimony is that you understand it wasn't timely received based on the information

that was given to you? Yes. With that, 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 state, by the conclusive state. Okay. With that, Your Honor, I'd like to tender the witness subject to redirect. Yes, we'll cover.

We'll take a 10-minute recess. Please do not discuss your testimony during this recess. Thank you. Your Honor, I'm going to need to read around 415. I have to catch a flight out of court in the jurisdiction for a lot. Your Honor, based upon the testimony during the directed debtors are going to mark one more document as an exhibit, it will be 43 I have copies for the witness as well as the court and opposing counsel your honor may I approach you know good afternoon mr. Oskis 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 recall that testimony yes I put before you debtors Exhibit number 43, letter dated May 17, 2024, with a title of Ray, notice of event of default and reservation of rights. Do you see that?

Yes. You see if you could turn to the second page? Yes. You see that first full paragraph where it says notice is 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 was on exhibit a attached here to do I read that correctly Yes 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, you see how it's addressed to Control of Dora, Dolphin, Attention, Inception, Incepcion, Esteban. Do you see that? Yes.

Ms. Esteban is the Secretary of Control of Dora, correct? Yes. Mr. Oskos, as you sit here today, there is no order from any Mexican court. that has stated that the March 28, 2025 resolutions are not valid and enforceable, correct? What happens, and I would like to answer the question, saying that that will be presided 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 28 25 resolutions are not valid and enforceable correct the answer to the question is that as a general rule of law civil law is that once an contract or act is executed, it is presumed to be valid until the decision is made to be known on board if that happens. But that is a general presumption.

The question cannot be answered in the way that the Storholders meeting of March 28, 2025 is valid binding is not subject to a judicial decision in a final judgment. You know, 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 March 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 that the qualification is because it is subject to a final decision. It's subjudice and meaning of judici 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. But it's probably just easier. Since you've been engaged by Mr. Albor, 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 this? The Concourse of Mercantile Court. Sure. Fair to say that this is in April 14th.

2025 order of concourse court yes if you could turn to page seven of this document yep looking at the so there's you'll see the one two three four 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 33,500 53 of March 28th 205 and March and 53 of March March 28, 2025, shows the will power, shows the will of the majority shareholders, Sabanko, Sociedadad, I'm sorry, Your Honor, Institutio de Banka, multiple, parenthetical, who also appeared in that capacity at the ordinary general shareholders meeting of November 7, 2024, in which the Board of Directors was in power to formally request on behalf of the company

and for 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 way it says, yes, dude. That's the reading. Your Honor, I have no further questions. But I would like to clarify, second.

Your Honor, I have no pending question. Mr. Oskos, did you want to 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 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 the concurrency 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 admit this withdrawal. That's only my concern. Thank you. So one more question.

Just referring to Exhibit 43, which is this letter that you were just shown. 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. 17, 2024, 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. Further question, Your Honor? Thank you, Mr. Assess, and they step down. Thank you very much, thank you. Yes, I agree.

Eduardo Albor, A-L-B-O-R. Thank you, Mr. El-B-B-O-R. Good afternoon. Good afternoon. Okay, so just as a ground-keeping thing, you understand you have a translator here available for your views, 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. Do you agree to that? Yes, thank you. Thank you. Mr. Al-Bore, you've given us your name.

What did you? Is your current position and role with Controllator Adolphin? I am the president of the Council of the Administration. That's the position in the company and I'm responsible for the CEO of the company. Can you describe your professional background and experience in business and law? Well, I attended the law school and that is involved. 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 company, which is a dolphin discovery. That happened in 1990, at the end of 1998. And then I took the position of the director of the company since January 1990. As your question again? Yeah, so how many years have you been involved with the dolphin companies? Now 27. And do you have any other recognitions with respect to, like, for example, Romania? With respect to?

Romania. Ah, well, actually, yes, I'm the honorary council for Romania in Kintana Roe and Yucatan, the States. and that's something that has been like for eight years. That's kind of regional board with respect to BBBA, Mexico? Actually, I was invited to become member of the regional board for BBVA since seven years. And what is BBBA? As the bank is, it's a Mexican, well, it's a international bank. A bank will be about how to be able to the sky.

Can you tell the court a little bit about the history of Dolphin Group and how? how it has grown under your leadership? Well, when I joined the company in 1999, I was really small company where only two operations and I think that 60, 70 employees. Then I had the opportunity to develop the company, Turkey International, we opened our first business, our first location in the British Virgin Island.

that was in 2003. Then we had our first acquisition, which was a park in Hawaii. We bought it in 2005. And then we continued growing with our own resources. The company, actually was the first company with dolphins that went international. We went and expanded the business in the Caribbean,

expanded the business in Europe and then the company grew by itself with its own resources until 2015 2015 when we had our first financing we issued an order 115 million with a company called MG investment that was in 2015 We bought one part in the United States. We bought the other one part, the first part in Italy. And then we bought the business, the whole, the whole business, a dolphin business in Jamaica. That's dolphin golf.

So with those acquisitions, basically, we became, I mean, very, I mean, a international company. and we were really successful with this goal to the point that in in 2019 we restructure our death and it's when potentially in 2019 body notes we have reduced the debt from

115 to 100 million and I want to point out that we never fail the payment of our interest or in the payment of our obligations with MG investors. But given to that we were, I mean, that we saw that we could fulfill our obligations, we were such and we improved our conditions, like the interest rates and all that. We improved our financial conditions and in 2019 potential made investment. and that gave us the opportunity

when we'll reduce our cost of financing to even make an issue on acquisitions. We bought two more parts in two other parts in Italy and other business in Dominican Republic and Maritala. So we expanded our business and that happened. 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 2020? Well, I mean, something that I never had thought I was going to happen because 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 are exposed to hurricanes, or exposed to where in Latin American countries, situations that the exchange raised. We're supposed to many things that I thought, well, I mean, it can never happen, but something happens in the world that I have to stop my business. What happened? I mean, I never thought, for the March,

I think it was Friday, March 13, we closed all the business one day, and because of the COVID, and I was an unexpected situation. Okay, well, we'll talk about that a little bit more and 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 filed. 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 Conqueror-Malking-Til in Mexico, how many employees did the dolphin group employ at that time? More than 2,000 employees.

Like, yeah, more than 2,200, something. And you started with 12 dolphins, how many dolphins do you estimate you had when you fought for 500 dolphins? What steps has dolphin group taken under your leadership to ensure the welfare of marine animals? Well, I have to say to this. And this is something that everybody in the company has cleared. Other that people's safety, animal 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 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 business competitor, they can go and help them because animal, her care is the first. And 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 mamas, but we've been always leading with respect to animal care, ammo, well-being, anything related to marine mamas, the company has become like a reference.

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 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 a commitment with the environment. So basically, we give experiences to the people, of interacting with the animals and obviously all the people who comes to our locations to Suvids dolphins these people who love animals and animal lovers mainly your families and they always get and look how you treat the animals how the animals were taking care it's people that all ask questions and we want to

show them 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? Well, we don't look at this strictuous business. I have to tell you, from my perspective, and this is what I have tried 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 comes by itself.

And so I understand how important is it to your business model to ensure that the marine animals under your care are taken care of? That's true priority. That's true 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 one was that we ever did. But it's all about natural breathing. It's a natural breed of our own animals. And you did mention that you've had veterinary staff, veterinarians on staff 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 vet, I want to say, depending on the size of the location, a junior or a senior vet. And then by group, they have to, any situation, they have 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 vet to make decisions, recurrent their decisions, but any situation they have to speak between themselves.

And not only that, sometimes they even make groups or committees that they speak with vests from other entities from other companies like Sea War, Shed Aquarium, Georgia Aquarium, and they have committees that exchanges experiences. You mentioned you have a chief veterinary officer, is that right?

Yes, we do. What's his name? Guillermo, Dr. Guillermo Sanchez. The housekeeping matter, let's, if you could flip to Exhibit H in your binder. The one? H. Document 808. That's right.

Okay. You recognize this document? Yes, I see it. What is it? It's a verified, my, verify response to the deputy's motion. And did you review this before it was filed? Yes. And do you recall signing this document?

with a verification? Yes, I will. Did you understand that when you signed that verification, you were signing under penalty or perjury? Yes, indeed. Under the laws of the United States? Yes, indeed. Okay, and could you also take a look at,

real quickly at Exhibit E? That's, which base is? It says, page six of which place? Yes. Okay, we're taking a look at a document. It's got a docket 87 on the top. seven on the top do you recognize this document now we are in tab e tab i hear it see i'm sorry so do you recognize this document yes what is it uh this is also

eduardo verified response to the deputy motion for entry uh yeah that's a document 87 did you read this document before it was filed yes a you recall uh signing this particular document with a verification at the back Yes, I do. You understand that you were signing this document under penalty of perjury under the laws of the United States of America? Yes, I'm... With respect to these two exhibits that I've shown you, E and H, you understand your only verifying factual statements. You cannot opine to law.

You understand that, correct? I do. Now, we were talking 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 dolphins and so what I'm asking, are there any kind of reports that are generated with respect to the health of the dolphins on any kind of basis like weekly, monthly, something like that? From the chief legal vet? From the chief veterinarian

officer? Yes. From the chief vet? Yes. Well, I'm I mean, he has several reports, but at least he sends me a weekly report. That's, I mean, could be, could be even a special situation that he says me a report when that happens. But otherwise, he has to send me every Friday a weekly report on the health status of any animal that has a son, under any treatment. And do you personally review these health updates for animals that are at your facilities? I assume. And to your knowledge, have the marine mammals under your care at the entities you possess and control receive ongoing veterinary oversight? Yes, actually the report, I mean, it is sent to me as the chairman of the committee.

We have a committee where there is the debt. senior best of its region and the people, the director of the regional parks, which is Mexico, Caribbean, the United States,

and Italy. So the report goes to all there 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. Each animal has a special diet depending on the season, depending on whether it's the gender, depending on age, depending if it's pregnant, and the trainers have to report sometimes changes or suggest changes based on certain special situations. Okay, and I'd like to... But that's a very interactive communication,

and beyond reports, I mean, any situation they immediately get in communication. Okay, so what I'd like you do to do now, and to speed this up, we're going to look at a few quickly, but I'd like you to take a look at your binder at Exhibit L, and you can go through L, M, N, O, P, and Q, And just look at those briefly. Take one as an example shortly, but... Which one?

You can get all the way up to Q. Okay, so 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, as a medical report, executive, not for beds.

Okay. So let's take a look at L. Title says medical report for all marine mammals located in all habitats of dolphin company in Mexico. You see that? L, you said, L, St. Louis? Yes. And what's the date of this particular report? The one dated May 6th.

Yes. Which is your question? I was just asking what the date was. Yeah, mechis. Okay. And 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 list of 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? before? Correct in Mexico. Okay. One in this 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 report about the preventative medicine program. You see that? Correct. So let's just talk about the preventative medicine program. What's that about? Yes, as you, what I was explained in the, there is a, it's vet as to do to do to

together with the trainer, a daily examination in the morning at the dolphins. It may happen something during the night and say, hey, this animal is now looking different and they, I mean, this isn't a daily basis. That's between them, that's one of the reports. Okay, and I don't get. That's okay, and if you flip to the back side of that page,

on L, you'll see current health status. You see that? Yes. So as of May 6th, this is the health status of the marine animals in your care, correct? That is true, yeah. And we see a name at the bottom. What name is that list,

what name is that down there with the signature? DiGermostasis is the chief veterinary officer. Okay, 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, named dolphins.

Correct. And it's telling what the issues are. Why don't you tell me 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 prior weeks. So any situation, if there's a follow-up, it comes in the weekly report, or if there is

any new situation, it comes. Again, it's in a weekly basis. And it includes any health situation of any location, not only Mexico, in the Caribbean, in U.S., or in Italy. Okay. And the only difference really between M, N, O, P, and Q is just the date? Correct. It's a weekly report.

And what do you do once you get this report? What do you do with that information? Well, basically, reviewed. And if there is – if I see any special situation – I put you an example. Just last Friday, I mean in the last report, the chief vet mentioned that we are implementing special program for for dolphins that are becoming senior of age and there are adding additional

treatment. So basically when I reviewed this, I began a discussion of relocating them in one location. So if I see any special situation, then I immediately get in touch with the vet to see how it is treated. The marine animals under your care and control, are you required to follow any state or local regulations

in Mexico regarding their health, safety, and welfare? I ask the question again. Sure. So with respect to the marine animals in your care, the dolphins and your kids, are you required to follow any state, like say, Quintanarou, any state or local regulations, say Cancun, regarding their health, safety, and welfare?

Well, there are indeed local and federal regulations. Federal, okay. Federal regulations mainly. We have to file also report to the federal level. Is that similar to the type of reports that you had with the USDA at the US-based facilities? I am. It is similar, in the similar reports.

even more complex in Mexico. And what regulatory agencies provide regulations with respect to marine animals in your care in Mexico? This is called Semardad, the Minister of Environment. Okay. And to your knowledge of you compliance and 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. Can you explain to the court how you intend to care for the health, safety, and welfare?

of the marine animals and your care and control while the corporate governance dispute is being addressed? Can you say that again? I'm confused with you, a 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? 28 years. And by the way, let me tell you, this weekly report, including the one last Friday,

the weekly report on the company, it is still going to the regional director in USA and Italy because the chief vet knows, keeps in communication with them, and he knows that anything related to animal health care, feel that we are still responsible for them. And you've heard before that there have been allegations of mistreatment at the U.S., a couple of the U.S. 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 U.S.-based facilities? No that I'm aware or at least not until the control the responsibility went to the other group, not that I'm aware. I 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 others. Do they have benefits that you have to pay for as well?

They have benefits. We need to give the safety environment, safety place to work. And I mean, all the benefits that they have, including the payroll. Okay. You have things like Social Security like we have here in Mexico that has to be paid? We do, and moreover, even in each location, we have a, we call, well, it's a place where they have, we give them food, a lunch to everybody every day. Okay. And how about insurance? Are you required to provide for insurance for that? We provide not only the insurance, which is by law, but a private medical insurance for some additional benefit.

And just so we're clear, are wages currently being paid? timely to your employees? Wages are currently, some commissions or bonus, we pay them an amount after. But we keep current. And with benefits or benefits being paid?

Benefits have been paid. Social security is being paid? Yeah, social security has been paid. And your insurance obligations have been that? 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 aware of any. 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 own business and the own cash flow that we have, we're meeting our obligations. Of course, we've been since a month, basically since September, October, we've been reviewing how to become more efficient, making businesses to be more – review how to become more efficient and even reducing an expense that is not necessary.

So, basically, to make sure that at least with the resources that we have, we can meet our obligations. And we've referenced before and certainly in the documents with respect to about $47,000 being on hand in a report that was provided to the debtors. You recall that? Yes, I don't. Okay. That seems kind of low, doesn't it? It is. Is there an explanation for that?

Yeah, there is an explanation. And regardless that there is a special situation. That is a report that happened to be the last business day of the month, which was Friday. I mean, the month the day before we had much more cash, but that was a payment of all the benefits and the last, not it's a bi-weekly basis, but at the end of the month we have to pay bonuses, commissions, and additional obligations that happened to happen at the end of the day, at the end of the month. besides it was many commitments that we have with vendors suppliers and that's why it took a lot of our cash flow

and most of the collections that 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 day that we had to make a lot of 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 going to go up or is it going to go down? Well, I mean, the big season begins with the Memorial weekend. I think that is the last weekend of May. That's where the big season begins. Then you have June, July, August, which is especially because of all of the last weekend. Also in Mexico, there are vacations, the Caribbean, and also the biggest season for the U.S. parts in Italy.

Okay, so I want to go back for just a minute. We were talking earlier about the Conquerso Mercantile being filed. You were calling you file that on December 30th of 2024, correct? All years. Okay. Why did you file the Concurso 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% I mean, if you put all together, U.S., Europe, I mean, in a daily basis, nearly 60% of our revenue and business is in Mexico. You can see with the number of locations. And the company that was filing for that is a Mexican company, which was like the holding company for all of their subsidiaries, including U.S., including Europe, and including the Karina. So the main business is Controlladora.

And finally, because Controllator was the issuer of the death. So the Controllator had the debt with the senior lenders and the union lenders. And so we had to file it in Mexico for all the reasons. The Mexican company, predominantly Mexico business, and it was the issuer of the debt. To your knowledge, after the concurrence, well, let me ask this. Prior to the concurso mercantile being filed in January, to your understanding, did the note holders have any idea that you were considering concurring mercantile if you couldn't get a deal with respect to financing?

Well, no, it was filed in December 30. I remember the days. What's for December 30th? we sustain for nearly, actually, from December 23, until October 24, for nearly a year, we kept working a potential restructure of the death. All this time, from December, until that time, But in June, at the end of June, following the recommendation of the senior lenders,

especially from Prudential, we retain FTI, which is an entity that represents us in the negotiations with the senior lenders. So like beginning July, the communication was the company with FTI and FTI with the senior lenders, with Prudential and CIMA. So it was, and we continue all the negotiations for the restructure until mid-October, late October, when I received notice that they didn't want to speak with me. So I happened to hear that they decided to start any negotiations. So under those circumstances, when I brought this situation to the board, and we review what were the other options that we had. I mean, 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 Concourse of Mercantile, which that was our plan B. And I remember this is something at one moment that even mentioned and I even spoke about this with the well, no, the lenders, which is sculpture.

I mean, if there was no negotiations, the company had no other option to go to a concurrington in Mexico. Talking about, what I'm going to strike that. Was any kind of term sheet provided prior to the shareholder or not shareholder meeting, but this board meeting that you're referring to in October of 2021? Yes, we received through, we received a term sheet provided by the lenders, senior or we received through FTI, a term sheet that was approved by senior and junior lenders. A term sheet that 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. I'm sorry? The financial terms of the term sheet that was discussed through FTI, FTA did the negotiations with the lenders, senior and junior. The financial terms that we received

was satisfactory as a plan for restructure and going ahead. in the following years. But in the last weeks, we started receiving, you know, I mean, first you focus on,

I mean, it was focused on the financial conditions and then governance, and then we got into us different governance, which included in governance. I have to keep in mind that I have three roles. One as a CEO. was a member of the board and another associate holder.

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 an email, that I couldn't decide anything about governance as CEO. But that had to be decided by the board because governance issues are not decided by the CEO. I decided and I to FTA and I always kept in a monthly basis and maybe in a biweekly basis a report to the board members about the negotiations.

Even the decisions, the financial decisions of the term sheet that I received, I always discussed that with the board members. and the financial conditions in terms of it 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 said an FDI, an email telling them,

well, this is the term 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 try to work with it. this quickly so you took the term sheet to the board 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 where clarifications were mistakes in the board sheet that were corrected there were another three four that were suggestions and that we could discuss

but there were not deep breakers and finally we made clear I mean out of of all this, 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 the board, not by Edwara. Okay, and so you ended up filing Concurso-Markintill, but I want to be clear. When you were filing that concurrington field, you mentioned three hats that you have.

What hat were you wearing when you oversaw the filing of the concurring of mercantile for Controlled Adela Dauldauphin? Were you filing because you were a shareholder? Or were you filing because you were the CEO? I mean, what hat were you wearing when you filed Control of Dora Dolphine? I mean, we were following, we were following a resolution by the, I mean, we had a meeting. holders, which among all the decisions, reviewed the financial statements,

decided, hey, given the current circumstances and the government cash flow and the projections, we want to enter into negotiations with senior lenders, union lenders, and all creditors, everybody, because we wanted to protect the company, the people,

everybody, the creditors, and then we just prepare this and file it as following the decision of the shareholders as the CEO. To negotiate a financial arrangement with prudential and signal? Let's a very good question. We filed it at the end of, we filed it in December 30, after 60 days for working papers,

and then in the process, the judge asked for clarifications, as for more documents, more papers, and it took nearly a month for the judge to receive the case that was January 29, something like that. Once you received, it 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 during the process and tried to reconnect on behalf of the company and see we could discuss any annual arrangement with senior

letters and avoid to go to the final process. So that was the firm, Clyde was the film representatives that got in touch with Baker McKenzie, the purpose. Okay. So I appreciate that. So we're going to switch gears a little bit. We're going to talk about this headquarters building 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. Is there any current lease between Controllador or Dolphin or any other Mexican entity and you with respect to that property that Mr. Waxstaff tried to enter? No, there is not a current lease with Controllator all of them.

There had there been a lease with Control Adora and you prior to? Yes, there was a lease for 10 years that was signed on 214 and was ended in December 2.24. Basically, we, I mean, we were in a position to reduce as much as possible expenses. relocated people, reduced the space, and 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 dolphins or things in your building. That's correct, right? The question is? Yeah, work is being done 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 Cotrol Adolphin? No control over, no. Okay, so they're basically in their rent-free right now, correct? Correct. Okay. You understand that at some point in April of 2025,

the Chief of Structuring Officer Robert Wagstaff and a team of people, including police, locksmith, came to your building in Cancun, correct? Yeah, I understand. What did you do when you found out that Mr. Wagstaff's team had taken? taken possession of your building? Well, I mean, it happened to leave this. That was because they did it Friday, the fight in the afternoon. And then I was, I mean, none of the directors, none of, at that moment, there were only few people working.

And I happened to leave that. And I was reported that some people came, took the building, broke logs, entered and took possession of the building. I happened to learn 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 police and to the district, the fiscal.

And filed a complaint. Just filed 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 did you complain

a physical building I have to prove I brought documents papers everything to prove that it was my building title payment of property tax the license the license it is my personal

office all the papers approved ownership and basically they send people to to verify if whether I was saying or I was reported was true and verify if there was anybody in the building. And then they verified that there were three or four people that were not authorized

to be there. So they got them away and they deliver a position 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, in that building, but are there other books and records that have nothing to do with the Dauphin Group companies in that building? Yes, I mean, because 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 me 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 offices space that leads to different people. But the whole building was taken. And you mentioned your office, you had personal records. Is that one of the offices where the locks had been changed?

Yeah, that was one of the offices that was blocked. You've been locked out of your office where you had personal records, is that right? Oh, yeah. Okay. And you have other things there as well, right? You have, well, let me ask you, do you have things like email servers or where you keep documents on a server? I mean, we keep files. I have the computer.

I have a, yes, just the infrastructure requires for your own business. Have you been willing to provide access to Mr. Wagstaff and his staff into that building? Can you ask your question, maybe? Have you been willing to offer access to Mr. Wagstaff or his river on? on team under certain circumstances on certain requirements to come into that building that's a complicated question to answer a 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 trespass I mean you have to understand I'm not too happy the way

that they conducted this untreating, I may be willing to cooperate, I may be willing to cooperate as long as we do it in the proper manner or the legal manner. And non-debtor information, correct? Respect. That is what I would like to see. Respect. Now let's just talk about records for them, 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 parts in the United States.

They found all the financial records in each park. Maritala, they have 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 to make it easy to keep the records. There is a moment to consolidate. We have people in that office, and there is another office in Cancun, which is in another park,

where they consolidate their records. But each part, he has records for its own, the local business. So is it fair to say that most of these records are electronic? In other words, 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 that building, yes, it is electronic.

In this location, there is hard papers. Right. But as I understand it, the information is, the financial information is at the end of the dual parks, and it is consolidated at that particular building in Cancun. Is that an accurate statement? That is correct, but electronically. Electronic.

documents are in this place. And you may have some paper records at your building in Cancun. Is that a correct statement? I may have. 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 company? For the company?

Well, I mean, they consolidate the reports. They print them and they have them, but yes, I may have so. So I understand, though, it's simply information that's already at the particular park, the individual parks. They already had that information. It's just sent down to the headquarters bill. Is that right? By electronic means.

Electronic means. Electronic means. Okay. And you're aware that there's been a motion to turn over books and records that was filed in this case. You would call that, right? I am. And your verified response is a response to that particular motion.

There's another one that you have, but we'll talk about just the books and records for now. Have you tried to voluntarily comply with turning over books and records to the debtors? 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 records that they needed? Yes, as far as I'm aware, yes. And did you recall getting a list of documents that they had requested? I do.

And do you recall if documents have been provided in response to that list? 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 said recently you mean... I think it was maybe Sunday?

Do you recall maybe... Yeah, because every day they send something. I don't know if today was something. 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 do. to rectify them and get them the documents they need? I understand that we, our, the people is already looking at them. 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 visits 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 happy to work on that basis. I definitely acknowledge and recognize that there is some debt, there's payments, but I expect to follow a protocol and do with respect. And aside from the issue of the records, we also have a stay enforcement motion, and you also filed the verified response to that. You will call that. Yes. Okay.

And do you understand that the issue really, really comes down, well let me ask you this, do you believe that the issue comes down to they've been wanting to take control of the companies that you're in charge of right now? I have no, I have not a shadow of doubt that it is. Okay. Do you have a good faith basis to believe that you are still the CEO of Control of the Dollar Dolphin? I am. Do you have a good faith basis to believe that you're still on the board of Controlled of the Dolphin?

I am. Any of you? I'm sorry, I was subjected. These are reasons. Whether we should be safe, and the result of implications, maybe just questions, a little bit different.

I'm just asking his opinion. He can ask the witness with you. 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 control of Dora Dolphin right now? Correct.

With that, Your Honor, I would like to tender the witness, subject to redirect. Thank you. Thank you to minutes. Yes, let's take a five minute break. Oh, thank you, man. Thank you, Mr. Chabur, you've been the CEO of the Dolphin Group NAAs for approximately 27 years, correct?

Correct. And you've been fighting for a while to keep control of the Dolphin Group Ennis, correct? What did you say? You've been fighting with the lenders and other parties to keep control of the Dolphin Group, correct? Fight? Have there been disputes over the control over the Dolphin Group? for a while? No.

You want to keep control of the Dolphin Group, correct? Keep control. You want to stay in control of the Mexican, I want to stay in control as long as I'm entitled as I have to. Ask your question again, please. 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, yes. It was also in payment to fault under the second lien notes for quite some time before the bankruptcy cases, correct? Similar time, yes. In fact, he testified earlier on direct that to address to the faults in 2024, you received term sheets from the lenders, correct? That is correct. And you mentioned that in the fall of 2024, I think he 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? We're not accepted. You yourself did not accept them, correct? I'm not myself. The board. But you yourself voted against the term sheet because it included the governance changes, correct?

Obviously. In your binder, there's various documents that have number tabs on it. When I say term to tab 23, we'll search for document that's fine tab 23. They're in order. Which stuff? Do you see you have to go through? It's right after 22. It says 23, yes.

Are you there? I mean 23, yes. And this is an email that you sent to John Olson and others on December 17, 203. 2014, correct? Hold on a second. I see an email. He says May 16, 2025.

Says from John also? Sure. How about just look? May 16, 2025. A 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 December 17, 2024, to John Olson, 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 this exhibits have all been admitted into the record at all?

Please just answer the questions, Mr. Obama. I don't understand your question. Can you ask it again? Sure. This email, the one from you, you sent to John Olson, December 17, 2024, correct? You can really, yes. And John Olson is a large shareholder of a large shareholder of it.

TDC holdings, correct? That is not correct. John Olson, a shareholder of TDC holdings? John Olson is a shareholder, just like me. You would not characterize this holding as significant? Oh, significant, but you said the largest. I have the largest. I'll rephrase the question.

John Olson 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 Scott Olson. Michael Wood, the other folks, they were 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, 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 Olson on December 17, 2024, correct? Correct. An email to, it says March 17, December 224. You responded to his email on December 17th, so at the very least you received it, correct? That is, December 7th, my email to the board members, is that you mean?

My email to the board members, because I don't see any email to lenders. But anyway, my email to the board members, dated December 17, 2024. As 413. Do you see on the second page of this document? Yes. You see a little two at the bottom of the page? Yes. This is an email from John Olson to you and others.

You see in the second paragraph? But I don't see that it says to me. You responded on the first page. So you must have received his email to respond, correct? Yes. So in the middle paragraph of page 2, paragraph of page two is it fair to say that Mr. Olson in his email is characterizing the debt that is owed and the bad financial condition of the Dolphin Group at that time, correct?

I just read it then. Yep, yep. And on the 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 SIGNA who have indicated that they will make loans to protect their $1 million dollar rate. 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 this. 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 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.

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. They begin with journal all others. Correct. Look down.

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 are. Obviously, it is what you're asking. So you mean the paragraph says to consider my resignation or what? Keep on going down. It starts with if you believe.

Ah, the line, yes. My question is, you wrote in that email. If you believe there are grounds for me to go, you solve the option to fire me, and I will see you all in court. But do not expect my resignation just because you ask. In this email to other TDC board members, you threaten 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? 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. I'd see you at the top. I'm gonna step ahead of here. See you at the top? It's John Olson, the Scott Olson. Let's, what I want to focus on... Is we the 23? Nope, we move to 24.

All right. So what I want to 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 Olson says to you, our goal is to engage in an open and constructive discussion

about negotiating your exit from the company. Page three. Page three, right in the middle of the paragraph. All right. Page three says, the other says you are a very, very smart guy. That's where it starts. I'm just focusing, because again, we're talking about your potential removal. And I, they did 27.

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 that. Our goal, you challenge you. Or maybe we did all. We very smart guy. So let's come up with a solution. understand your frustration and disappointment with the current situation.

The challenges dolphin 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 are 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 running out, and we strongly urge you to meet in person with us to try to reach a resolution. We're confident by working together we can reach an outcome that serves everyone's best interest. Please, let us know your availability so we can escape.

or a meeting and you're really supporting to join. Is that the email you mean? No, Mr. Olson was inviting a meeting and you respond on January 3, 2025. This is the first page of this document, in part. There is no way in hell. On January, which, January 3? Yep. January 3, 2025, you respond to John Olson and others. And I'm looking at the second full paragraph where you stated there is no way in heaven or hell, I can sit down again with you in the same table as partners. The reasons, and you describe granted a waiver to B&M against TDC interest, after I disclosed to you the strategy to challenge B&M.

B&M is Baker and McKenzie, correct? That is correct. And Baker and McKenzie was counsel of the first lien lenders, correct? And counselor of by your partner. I'm sorry, I didn't hear that answer. And counselor of John Olson 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 of any conflict on the part of Baker-McK, correct? That is not correct. It was not TDC Board. TDC Board did grant anyway. I am part of the TDC Board. So let me ask you a question. When you say granted a waiver to B&M against TDC interests. Who did you say were granted the waiver to the NM?

To John Olson. He was the one that granted a waiver, not the Dauphin Company. 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? DDC Board provided a waiver of any conflict on the part of Baker-McKendee, correct?

That is not correct. TDC Board never ever granted any waiver. It's not what I say there. John Olson. In what capacity in your mind? Personally, as a person, as an individual, Baker-Mackenzie was a counselor for John Olson, 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 Baker-A-Mackenzie against TDC, against TDC, not T-D-C-C-G-D-C. against TDC interest. I disclose you, you, the strategy to challenge Baker and McKenzie conflict of interest in defense of TDC, you chose, you John Olson, chose again TDC. Strang-one, that is what I wrote. Let me just ask the question. What did you specifically mean by you chose again?

Which is 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, a counselor, for one of the partners. So there was a letter of Baker and McKenzie treading in the board of the Dolphin Company saying that if the board didn't farm me, they were going to go behind the board for fiduciary duties.

And the board is John Olson. So Baker and McKinsey was threatening to sue John Olson, but at the same time was counselor for him. for John Olson. What is a conflict of interest? Here and anywhere in the world. Angry at John Olson, 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 behind my back,

he went and granted a waiver to Baker-O-Markinson. He betrayed the company. He sided with the lenders and wanting you to resign, correct? Besides what? He sided with the lenders and wanting you to resign. 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 26 years in counting, immediately the lenders asked for my head. Did I read that correctly?

That is correct. 23 years will be my pardon. And at the top of page two, in the all caps, you say, I am still a lawyer and a very, very good one. You were reminding John Olson there that you were a very good lawyer there, correct? This is exactly what I wrote. We could turn to Exhibit 7, please. Exhibit 7? 7?

You see, it's a letter of January 31, 2025 on Dolphin Company letterhead? Yes. And it was sent to Wilmington Trust as collateral agent, correct? Correct. You could just turn to the back. This was sent to Wilmington Trust by an in-house attorney of Control of Door Dolphin, correct? That was sent to Wilmington Trust? Yes, and yes, correct.

By one of your in-house attorneys at Control of Door? No attorney is a, in fact, he had a power of attorney. You authorized this person to send the letter to Wilmington Trust before the letter was sent, correct? I authorized 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 January 20, 2025? Do you see that? Yes. This paragraph is talking about what you believe to be the precautionary measure.

measures entered by the Comforso 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 arise from acting otherwise. Do you see that? Yes. ...in trust later resigned as collateral agent before the end of February 2025, correct? That is correct.

And you were not upset when they resign as collateral agent, correct? I would you ask the question again, please? You were not upset when Wilmington Trust resigned as collateral agent, correct? No upset, no happy, don't mean anything. Can you turn to exhibit eight? Exhibit eight. Exhibit eight. This is a cover email with the letter in the same exhibit, Your Honor.

Exhibit A, yes. That's my very far response. So this is if you see the email is from the CDA firm as well as Tabby. A is in Harvard? Eight. Eight. Number eight.

Okay. I got it. So for the sake of these, I'll just call it the CDA firm. Is that fair? That is clear. And this is an email and letter from the CDA firm to Baker McKenzie, correct? Indeed. CDA represents you personally, correct?

That is correct. It does not represent any of the Dolphin Group, Mexican entities, correct? He's representing you. But it does not represent any of the Dolphin Group Mexican entities, correct? That is correct. You authorized the CDA firm to send this letter to Mr. Baker-McKenzie, correct? Yes, indeed. 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's conflicts on the part of Baker-McCENZee, correct? Yes, yes, that is correct. If you could go to page two next two last paragraph. Yes. This is where you, this letter, which you authorized, states in reference to your request made on behalf of the note holders to remove Mr. Albers' chief executive, or Dolphin. Neither Baker and McKenzie nor the loadholders have any right to request Dolphin to remove its chief executive officer, even under threat of bringing legal actions against Dolphin and his 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. If we could go to Exhibit 21. This is a two page. It's a continuing text message from you to a Scott. Is your understanding the Scott here?

Is Scott Olson? Yeah, I know him. That was a personal communication to my panel. Okay, so just to show the record's clear, you agree that the Scott being referenced in your text message is Scott Olson, correct? Correct. And if you go,

you'll see several references to John in your text message. That's John Olson, correct? That is correct. And Scott Olson at the time was also a TDC Holdings board member. That is correct. 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 buy our shares. Do you see that? Yeah, which part? Because... It's about... Two-thirds of the way down, please starts up on the right side. First page.

First page. Scott, I very much appreciate you and I. We will always have endless gratitude for you, 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 been very transparent. The dolphin companies by number one priority.

even above my family. Please. If I can just stop you there, trying to get you to do is go down several more sentences, starting with the word please. Do you see that? Please, Scott. I am an honorable person

and will not let lenders take control the company unless they buy our shares. Do you see that? Correct. At the time you sent this test message to Scott Olson, he would agree that the dolphin group was under payment default for many months

in the first and second lien debt, correct? Look at the date. 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, and I will consider my enemy. So you believe that anyone wanted you removed at that time was your enemy, correct? Did I ask your question again? So 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 the lenders wanted your resignation? No, I was not disappointed with the lenders.

I was disappointed with the board members. that asked for my resignation. My disappointed was with them, with my partners. The people were my partners for 26 years, and that they supported them all the time and worked for them. As for one day to another,

you have to go. I was disappointed with them, not with the landings. Twenty-five. Twenty-five. Right next one. Yeah, twenty-five, yeah. And this is an email from you to John Olson

on March 25. Michael who? 25? Yeah, 25. Okay, yeah, yeah, 25. To John Olson, yeah. You say, John, how can you ask me to work together when he asked me to leave the company before? You see that?

Yeah. Again, you were angry, John Olson for siding with the lenders as of March 25, correct? Very upset. And you felt betrayed with him siding with the lenders, correct? Correct. Correct. If we could go to tab 9, please. I want to focus on the second email.

It's your email to Andy Sullivan and others on April 7, 2025. You see that? Correct. It was your understanding that at that time Mr. Sullivan was the CEO credential, correct? At that time, what? What's that? What is your question? You understand.

We are still in tab 25? April 7, 2025. 25. What? In tab 25? No, no, no. Sorry. Tab 9.

Which one? Nine. All right. Yes. That is the second email. Yes. Which is an email from you to Andy Sullivan on April 7, 2025, correct?

Correct. All right. My question was, at the time you sent this email, you understood that Mr. Sullivan was the CEO of credential, correct? As exactly what he says the first one. All right. I understand you have been in the position as CEO. There you go.

He's reading them. Easy answer. And Prudential is one of the first lean lenders, correct? Correct. If you go to the top of page two, you stated to Mr. Sullivan. We're completing all the legal actions we will file during the day of today and tomorrow. We have a press conference to make public all the legal actions to defend our company from the illegal actions of Prudential and their advisors such as FTI and Baker and Mechanical. Do you see that?

Correct. Just so, FTI was representing the Dolphin Group in negotiations with the Lenders over Termsuits, correct? I'm not sure about that. I'm not sure who he was representing. He was supposed to represent us. 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 lenders.

Right? It was supposed to. And at some point, FTI resigned from... from handling negotiations with the lenders, correct? I don't remember I ever seen a resignation later from FTI. There came a time where they stopped being involved in negotiations between the developing group and lenders, correct? Could you ask the question again?

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. 12 in 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? FTII was owed a substantial amount of money by a dolphin group, correct? I'm not sure about that.

I'm not sure because what I remember about the 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 set any letter of collection as you sit here today your testimony isn't that they're fully paid at this moment as your question to make sure I understand

I want to make sure you're not testifying right now that FTI is not owed any money your question has two negatives is this confusing as you sit here today do you know whether FTI is owed money by the Dolphins Group

what I do know is that I do not have any letter of money 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 FTII. So in this letter, you were trying to convey to Mr. Sullivan what you believe to be ethical violations on the part of people at Prudential and lawyers

at Aegean McKendee, correct? That is correct. You had sent this email, negotiations with the lenders had failed, correct? Correct. If we could turn to 26. 26. 26.

So this is Alex Changes with Michael Wood and yourself in April of 2025. I want to first start with Michael Woods' email on the bottom of page 2. Do you see that? Yes. And was Michael Wood at the time a board member of TDC? Or was he formerly a board member of TDC? He was. board member. I'm a partner for 26 years as well. Do you recall getting this email from Mr. Wood?

Oh, sure. And he was asking for missing information that would be needed to prepare TDC tax returns, correct? And in his email, he stated that he was informed that missing this deadline would trigger a penalty in excess of $2 million. 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 his lecture. And he was asking you for the necessary information, correct? That is correct.

And if you could go back to the first page, in the first paragraph, you indicate that yourself and Valeria, is that your daughter? That's your daughter. And also board member. And board member. And you state that you're not only managers, you are only managers and members of TDC, correct? Exactly. You're not accountants, correct? That we are not.

And you didn't believe you had the responsibility to provide the information to Mr. 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 from me and take care of the situation. Did you say that to Mr. Wood? Who's that to you? Let's talk about the debtor's filing for bankruptcy here in the United States. You learned within a couple days of the filings that the U.S.-based entities filed for Chapter 11 protection on March 31.

25, correct? What happened on March, I'll say it again. Sure. Just want to make sure that, what's just that? You know that the debtors filed, U.S. debtors filed for bankruptcy on March 31, 2025, correct? I happen to know that, yes, absent. And on that same date, some of the Mexican dolphin entities also filed for bankruptcy, correct?

In March 31st? Correct. 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. Without revealing and not asking for the substance,

that you discuss the bankruptcy filing with your attorneys within a couple days after learning that the debtors filed for bankruptcy, correct? As your question is. 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 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 Control Adoor Dolphin had filed for Chapter 11th protection on April 16, 2025, correct? I'm a little bit confused. Are you telling me that it's filed for Chapter 11 on March 3rd? First on April 16, two times? Control Adieu or Dolphin filed bankruptcy after the other debtors.

of that? Yeah, because let's see if I understand. You said that I happen to learn that on March 30 first Control 105 for chapter 11. No, I didn't say that. I said you haven't learned that U.S. based debtors and certain Mexican entities

filed for bankruptcy on March 31, 2025. Correct. And you also learned within a couple days after it happened that Control of Door Dolphin filed for Chapter 11 on April 16, 2025. Correct. Correct.

They are all right. Correct. 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 knowing about the debtor's Chapter 11 cases, you authorize your attorneys to send letters to the debtor saying don't speak with Dauphin employees, correct? Send my lawyers one?

You authorized your lawyers to send letters to the debtor saying, do not speak with Dauphin employees, with Dolphin employees directly, correct? Are you telling me I told my lawyers? I'll try this again. And despite knowing about the debtors 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 got a Zivit 15, just let me know we're in there, sir. 15? 15? 15, correct? Yes, yes, right? Do you see the email from CDA to Mr. Wagstaff on April 19? Correct. And if you go back to the fourth page, it's in the same tab, this email attaches in April 18 letter from CDA to Mr. Wagstaff.

You see that? And then on the first? On the first, on the cover email that CDA sent to Wagstaff. They indicated, please see attached correspondence and refrain from contacting any of the control door of Dolphins' employees for 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 Mr. Wagstaff with the

CRO of the debtors, correct? At the time of... At the time of... Sending this email. You and CDA knew that Mr. Waxsaf was the debtor CRO, correct? Yeah, we heard that. Is any reason to believe that he was not appointed CRO in these Chapter 1 cases? I never see any engagement that he was engaged in CRO at that moment,

but what did you say? I guess not everything. And just to confirm you authorized CDA to send this email letter to Mr. Wagstaff, correct? Indeed. We could turn to 31. 3-1. 3-1. 21, yes.

This is an April 21-25, 20-25 letter from CBA to Young Conaway, correct? Yes. And you were aware at the time that Young Connoe represented the debtors in their bankruptcy cases, correct? That is correct. And you instructed CDA to send this letter, correct?

I autorize. Correct? Oh, I autorize. In the middle paragraph on the page 2, CDA advise 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 Mr. Eduardo Alboravilaueva is prepared to seek relief and claim any damages caused to him or any of the Mexican entities. Do you see that? I see that. If we go to tab 30, please. Tab 30 is a letter from the

Santa Marina Esteta law firm that was sent to young Conaway on April 23, 2025, correct? Mm-hmm. You authorized this firm to send this letter to Mr. Wagstaff, or I'm sorry, to Mr. Brady, correct? A letter, we are in tab 26, 26? 3-0. I was in the wrong one.

Yeah, 3-0, yes. April 23, 2025. Correct. And from Mr. Brady at Yonkanaway. You authorized Santa Maria instead of to file, to send this letter to Mr. Brady, correct? I authorizing. After the debtors filed for bankruptcy, you directed Dolphin Group employees not to speak with the debtors or the representatives directly, correct?

After the debtor's. Yeah. Was 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 people of of Controlladores in Mexico. I didn't tell my people not to speak to you.

I told my lawyers, please instruct Mr. Waxson and, you are Mr. Waxor, 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 turn to top 32. Page two, starting with the second paragraph. Sure.

And I'm just, I'm sorry. Because I think Mr. Wagstaff talked about this one. This is an email on April 21, 2025, from you to Dr. 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 his people who claims to have authority and control the door as of today. You will continue reporting me directly. Do you see that? Correct. You mean an email dated Monday 21st of April? Correct. I just want to say, your testimony was you never directed any employees not to speak directly.

not to speak directly with debtor employees. And I just pointed to your email, April 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 Gorsalys, and you can keep communication with any people with anything related to any America.

So you're going to speak about that, but do not speak about any legal position, about who you will report. about who you report or who you work with, because that is basically what's telling. That is from judici. I mean, so if it's just about legal counsel, I mean, he's the chief legal vet.

I would say, 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. 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 lenders 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. Funamar, I say? Yes. That's a non-debtor entity based in Argentina, correct?

That is correct. You would consider that still part of the... the Dolphin Group, correct? That is correct. Are you aware that Luna Mar sold five sea lions to a third party on April 30, 2025? I'm not aware that it sold any animal. I mean, what is your question again?

Are you aware that Marcelled five sea lions to a third party on around April 30, 2025? The company to DeMar was taken by, by your client. I don't remember which day was taken by your client. But it was taken by your client in the mall. Can you turn the tab 16? Which, 16? Yeah, one six. One six.

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 for Flore? that as of April 30, 2025, Plunamar sold five sea lions to shark supply for a total of $160,000, correct? That is correct.

The lenders did not consent to the sale of their collateral, correct? That was not a collateral. These animals were not a collateral. The animals in Argentina were never placed, and the NPA indicates that any asset that is not placed, 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 acid that is not a collateral as long as the funds remaining in the company, which is the case. So those animals were sold to make payments. The funds from those items remained 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. That is correct. 34. Your testimony about the corporate headquarters of the Dolphin Company in Cancun, Mexico. You agree. This is a... 34, yeah, it's the color photo.

And the picture? The picture. That's the picture of the Dolphoon Group headquarters in Cancun, right? That's the picture of my building, yes. And 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 management still have offices in this building, correct? Some of them. You have an office in this building in which you do dolphin company work, correct? There's one of my three offices that I have. So with records, clear, you have an office in this building. one of the three offices that I have where I do work for the doppity company, work for myself, and work for other businesses as well. Correct. Now, there was talk about a concurso filing. Do you recall that?

Control of Door about, you recall testimony and your verified response. You talk about the concurso mercantile petition that was filed for Control of Door, correct? Yes. And as part of that proceeding, do you recall that an official investigator called a Visitator was appointed? Visitado, yes. And during that, Visit D' Doors' 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 34, correct? He went to this building, quick? 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 at this building reflected in T-304. in TAP 34. Your personal non-debtor company and debtor corporate files are all stored at the headquarters, correct? Mike, please, could you ask the question?

So at this building, there are your personal records, correct? 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. The debtors books and records? Books and records that are also are in hard copy, and they are also stored on a server located in this building, correct?

Some of them. Test by your deposition, I just want to ask this question. 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 agree that the U.S. debtors cannot access the electronic server from the U.S., correct? From, please ask the question. So in Mexico, you have a server, and that server has some information that relates to the U.S. debtors, correct? Had information until March or the day that you took the past.

But copy of those records, because all the hard records are kept in each location in the United States. You would agree that prior to the petition date, U.S. debtors were sending information, and there's an electronic server in Mexico that contains U.S. debtor records and information, correct? It contains information of the U.S. entities until you took the – you people took the management. With access to that server, correct? For the U.S. entities' records? I mean, they have the records in place. You haven't provided the debtors with access to the server, correct?

The 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 the server, yeah. I mean, 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 of this in this building until the cause results otherwise.

The lease agreement between Controladora used to exist as to this building, correct? The list is the list between the company, Controlladora and the owner of this building. What list you mean? You testified earlier that control Adora used to lease this building from you, correct? The list was finished, not terminated. The lease agreement was for 10 years, from January 24, 2014 until December, 2014. I was subscribed 10 years ago for 10 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 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 a reason. It was a letter of sending notice that 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 the debtors with either the lease agreement between control of your yourself or this letter agreement by which you purport to have terminated the lease, correct? Well, I've provided the lease to my lawyers, and I'm not sure if they have provided this to you about that. I mean, I was asked after that day I was asked my lawyers about the lease agreement, and we 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 of your and yourself, correct? I'm not sure if it has not been provided. If it has been provided, I'm happily 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 of the entire Dolphine group, correct? I'm sorry, yes. I have to see your question again. One of the reasons why you haven't provided the debtor's access to the headquarters or the server or all the records they have asked for is you believe that will help them take control over the Dolphin Group for you, correct? That's what you understand that we have been provided most of the information that you have requested.

We haven't provided the information. So, I mean, why to take the 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, Mr. Waxsaf, 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.

Mr. Waxedaf 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? of the CRO of a debtor in possession that has reporting requirements in a bankruptcy case? We have, I turn off my phone. We have provided information that we have been requested, that we have available, and we can produce. We have provided that. We have provided that information that we have available, that we can produce, that we have available, that we've been provided.

I'm not sure if it's all that he wants there. 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, and by the way, he keeps asking information. You just ask information one day ago. But we've been provided as much as we can. Contracts that are in existence with dolphin group entities and third parties? Are they asking all the countries that, what? 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 control at all, and not about all the companies that. But we provided information that, I mean, I, I mean, I'm providing all the contracts that all the dolphin companies has, that would be like a... I mean, more than this room of papers about that. I mean, we've been asking precise information because, I mean, could be contrast for the last 26 years. We've been asking to be more precise, to be more efficient.

I know what he's been asking. I don't know what he needs. He hasn't even gone to see the places or the locations. I don't see how he's going to have time to read all the contrasts of the conference. company for 26 years. We've been provided the information that we have. I know that he asked because maybe is he asking information that we don't have. We actually have been riverbic access to the facilities located in Mexico, correct?

Access to the building. To the facilities located in Mexico, correct? Change gears a little to you know. So, Cheryl, we're doing your testimony. He said that the lease between Control Adora and yourself expired on its own terms in 2024, correct? Correct. Do you recall entering into the second amended

and restated no purchase and guarantee agreement in June of 2022? June of 2022, yes. Correct. Your Honor, exhibit 35, schedule 10.1-8. Is it something for one minute? Just a stunt?

That is in schedule 10.1, existing affiliate transactions. Is your honor there or so? What section? Your Honor, lady. It's 10.1.8. We got to dash 8, so it's the eight page. It's in the schedules at the end. Oh, it's not the agreement.

The schedule, okay. Do you recall executing this agreement in June of 2022, correct? Totally. And this page of this schedule reflects that you represented to the lenders in June of 2022 that you had a lease between yourself and control of Dora dolphin at this location, correct? That is correct. And this 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.

No. I'm not sure. Let's talk about your version of the events on April 11 into April 12, 2025. That was the day 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 of the building from the debtors, correct? From the trespassers.

You took, we took possession of the building from the debtors, correct? The deaders, the trespassers. You were not present at the headquarters while Mr. Waxdaff and his team had arrived earlier in the day, correct? That is correct. You never saw Mr. Wagstaff at the headquarters, correct? Personally not in the cameras, in the video cameras. You never saw Mr. Waxstaff at the headquarters, correct? Not personally.

Well, they saw it in the videos. And I understand from your deposition testimony that you said within approximately two hours, after you learned that Mr. Waxdiff and his team were on the headquarters, you went to the district attorney's office, correct? That is correct. And you provide information to the district attorney, correct? That is correct. And then after an investigation, the district attorney had prepared a written complaint, correct?

After what? After the investigation that the district attorney conducted per year of verified responses, you signed a written complaint, correct? Correct. And the process of the investigation and preparing the complaint took about four to five hours, correct? Correct.

So that process was finished between 12 and 1 a.m. on April 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, I like for five hours. And after you had the complaint, you went to the headquarters with the state police, correct? Correct. And Mr. Wagstaff was not there at the time. You retook possession of the building, correct? Correct. And you were not aware of any specific facts that Mr. Wagstaff himself was threatening, correct?

I was not aware of what? You have no specific knowledge, no personal knowledge, that Mr. Wagstaff himself said or didn't anything, correct? Correct? Please repeat. The last part, I didn't understand. So in your verified responses, you stated that Mr. Waxeth and his entourage were threatening. Now I'm asking you, do you have any personal knowledge that Mr. Waxeth himself did anything threatening or forcible?

No, no, personally. Do you recall when Mr. Waxstaff 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 beginning to need some help with this. Could you help me with the translation? You know what? Let's just start that again. Did you verbally threaten any of the debtor representatives that night

when you reached the building? I don't remember any debtor's representative. 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 aware. Did you threaten anyone that was there at the time you retook the building?

I mean, the people were taken by the police. Is it your testimony that you did not verbally threaten anyone that night? I didn't treat anyone. Have you learned that there was a 911 government recording of the events at that night? Would that change your testimony? What did you ask you? I'm saying if you learned that there was a 911 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 wouldn't change in my testimony. I don't remember I'm retrading anyone. I mean, you mean threatened anyone in the building? That was there when you retook possession of the building. I don't remember there was anybody of the dead

or in the building. I don't remember anybody in the building. So you didn't verbally 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 tell anybody in the building. You remember testifying about, as of April 29, 2025,

the Mexican Dolphin Group entities collectively had $47,000 in available cash, 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? Ah, please repeat your question. Sure.

Sure. 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? However, this time it's not the first time that Mexican-Dalphine groups have had liquidity issues, correct? Correct. And you've even taken actions to reduce costs and preserve funds that control of door, or Dolphin and the other Mexican entities, correct? I did. You question, I asked a question again.

Sure. And you've taken actions to reduce costs, preserve funds that control of Dura Dolphin and the other Mexican entities, correct? Yes, I took actions. And among your cost reduction actions is to terminate the least with control of Dior Dolphin at the headquarters, correct? Correct.

Let's turn, Mr. Albert, this is an October 2nd, 2020, 2024 management presentation correct and this one you would agree that this is a management the dolphin company management presentation which time which time as of October 2nd 2024 is it the document here yeah did you have tab 12 number 12 number 12 okay yes oh yeah I'm just getting you confirm that this is a updated special financial report for consolidated for control door and its affiliates as of October 2nd 2024 correct yes and to turn to page four of this presentation at this

all you know all cap is management statement from the CFO correct not is correct and in this management state and the CFO expresses great concern relating to lack of payment of taxes in Mexico the U.S. and the Dominican Republic, correct? That is correct. And in this management statement, the CFO also states that the Dolphin Group management will resign that the company does not get the necessary resources

to pay taxes, correct? Ah, it is right? In addition, my purposes could be confirmed as a prescription. We, the management, we forced to allow this to happen despite the knowledge of prevention, Sina and Sculptu, please be advised that in case by the end of this month of September, the company does not have the necessary resources with paying and due taxes, the administration

will send our notice of the nation to all of the shareholders of the entities, have not paid these taxes and the trustee, as well as the not holders for our senior and junior debt. 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? I'll move on, but then we'll come back to this, Your Honor. If you go to page 9 of this document, I think you testified during your direct exam that all the fish for the Mexican enemies, correct?

Mm-hmm. testified during your direct examination correct mr. Albert okay so let's look in the column title 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 mm-hmm 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 of suppliers are paid in part within the following week. Do you see that?

What is that? Third bullet point in the fish column. On the page nine? Page nine. You see where it says as a consequence. We have to immediately reduce diets of the animals of 50% to have the necessary time for the next delirary if suppliers are paid in part within the following week.

Do you see that? 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 for a week. And then the next row block where it says payroll, bonuses, and commissions. Do you see that?

Mm-hmm. It says that the company has failed to make complete payments of the payroll over the bonuses and sales commissions. Do you see that? Yes. Yes. You would agree that the debtors, finances, have not improved since October of 2024, correct?

Correct. Mr. Albury, Paul, I just asked you if you have a long-term business plan. Could you turn to page 200 of your deposition? 200. 200. You'll see these. You'll see these.

Tom of 41. Look me for a number of hours during your deposition last Wednesday. Okay. So at the top of page 200, during your deposition, I asked you this. Very straightforward question. So it's fair to say that at this time, you don't have a long-term business plan.

And you answered. That is fair, yeah. I appreciate the extra time. I'm happy to report no further questions. Okay, thank you. Mr. Albor, 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, the animals to 50%. That was, this report was of October of 2024, correct? Yes. And what I'm concerned about is where we are now. Are you taking care of making sure that 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? Are you making sure that their welfare is being taken care of right now? Are you making sure that their welfare? Are you making sure that their welfare is being taken care of right now? Completely. And you're committed to make sure that they are fed and their health, safety, and welfare are taking care of going forward? That is correct.

Thank you. No further question, Your Honor. Thank you. You may set down. I'll take you that. Thank you. Further witnesses or evidence? No, you're not.

Any rebuttal? Then our evidentiary record is closed. Not going to start arguing. If you have a question, Mr. Brady. I assume you're doing the argument? Who's doing the argument? It's a bit earlier. Oh, then I have a question for Mr. Greacher.

Mr. Brady. Yeah. Is exactly not the arguments for it. I'll hear that at a later time. I want to know exactly what orders you want me to enter. I argue that today. In addition to that, as for some, being in position of some kind of cause,

is concerned. Mr. 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. Response your honors, I think we're pretty clear in our responses how we think 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 going to have argument tonight. And I do want to read, there's some documents particular, I absolutely want to read before arguments,

but the contested matter tomorrow. So I'm not going to 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 find a time to squeeze you in. I also have started contested confirmation next week.

So I'll find the time, time but we'll have to let you know. So it's not very long. Okay. I will find a time as soon as I can to get you back here for argument. In a particular argument, I want to have the authorities for what it is for the relief that you're asking you for.

So the authority on the stay violations, the authority on the access and what that means and what how 542E is interpreted. And the imposition of a fine is a contempt 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 filing, 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 given the evidence that we heard. And obviously anything opposing that, I am, 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. Any question? Great Jarn.