American court hearing recordings and interviews - Season 8. Episode 6. June 2, 2025 Bankruptcy Court Hearing (The Dolphin Company/Leisure Investments Holdings LLC, et al.)

Episode Date: June 18, 2025

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Please be safe. On behalf of leisure investment holdings, LLC at all. Your Honor, as we've done another hearing, we'd like to start with a status conference if that's acceptable. Okay. And to start, Your Honor, we've had another sad development to report. Last Tuesday, a dolphin named Samira passed away at the Dettors' Gulf World Park facility in Panama City, Florida.

What makes this even more tragic is, in our view, but for Mr. Albor's continuing obstruction and interference, this loss of life possibly could have been prevented. So we have a timeline that we'd like to walk the court through of what happened. The exhibits attached to it were shared with counsel of Mr. Albor over the weekend. So, Your Honor, on the left side is the timeline, and then the exhibits are behind the tabs. So Your Honor may recall at the May 21 hearing, which was the evidentiary hearing on our motion to enforce the automatic stay and the turnover order, Mr. Albert testified that he did not tell any dolphin company employees not to speak with Riverline. And that testimony that was exactly contradicted on. of when the V was presented to the witness.

That was Exhibit 32 in the record, where he specifically tells the chief veterinary officer, Dr. Darnamo Sanchez, not to have any communication with the veteran manager. So May 23rd, Your Honor, Mr. Wagstaff took up Mr. Albuhr on his testimony. He sent an email to the daughter, and company employees including Dr. Santos, the CBO, requesting a meeting and that's at Exhibit C.

And again, that was based on Mr. Albor's testimony before, but he had not instructed to any employee not to talk to his grip on it. So on May 23, the exhibit C goes out. Mr. Reichsaf did not receive any response to this email. But we do know that Dr. Sanchez was reading and sending emails during the most of the time, so it's not that he was out of the office. If you look at Bullet 3, Your Honor, Dr. Sanchez, again, the CBO, sends an email to certain of the employees, but not Riveron, indicating that he is aware that Samira is in distress. That goes out on May 23rd, Exhibit D. This appears to be one of the weekly reports that Mr. Albor testified that he receives on animal health and welfare.

At this point, Riveron had not received any of these reports, and they did not know about this email. The first time Riveron seized this email, it was forward to them four days later on May 27. And I'll get to that in a minute. Between May 23 and May 30, Riveron again is blocked by the Dolphinco.com domain. Any emails Riveron sent to any employee with that. any employee with that as their domain were blocked. So May 26, this is Bullet 5, Your Honor, this is Memorial Day.

Dr. Sanchez sends another email to employees, again, not copying Riveron. And this time he advises of concerns over vendor payments, including no access to laboratories and medical supplies in the US. He says he's unclear on that, and he was asking for clarification, but he provides no basis for that concern, and again, does not contact Riveron. The next morning, May 27th, unfortunately, Samira was found dead at approximately 8 a.m.

At approximately 1052, Mr. Gonzalez forwards to Riveron, Dr. Sanchez's May 26 email, and this is the first time Riveron received information that Samira is in distress. Three hours after the dolphin's passing, Riveron receives notice that the dolphin is in distress, although the prognosis list is favorable. Full-a-eighthune of Samir's death. Riveron reviews the condition of the tanks at the Gulf War facility and makes the strong and make the decision to close the park and begin immediately create a plan to mobilize a dolphin evacuation. from golf world because of the deteriorating. On May 29th, this is Bullet 9, Your Honor. The chief veterinary officer emails Mr. Gonzalez, again,

a non-bet employee at Golf World, but not Riveron, and says he's learned about the evacuation planning, he has some concerns. You can see from this email, Your Honor, and this is a... The CDO had already started planning for an evacuation of dolphins at Golf World. was aware of deteriorating conditions. Your Honor, tanks don't degrade over the night,

pumps don't, if you're Albor and the Gulf world, and never advised. The key here is River on, Your Honor, has access to financing, through the dip, and an animal health and welfare consultant, and could have taken action had they been advised of Samir's condition. A day later, so this is May 29, the CBO is raising concerns about the event. evacuation, Mr. Gonzalez forwards that email to Riveron. So some emails are getting through to Riveron, but there's often a day or more delay because Mr. Albor and the CDO refused to,

after receiving this email, this is bullet 11. Mr. Waxsaf immediately attempted to contact the CDO to discuss his thoughts on an evacuation plan. That email, those exhibits, What's even more shocking, Your Honor, is emails that Mr. Wagsdaf sent on or around May 23rd were not blocked. Someone had removed the block on emails from River Island. But someone put them back in place by May 30. Somewhere between May 23 and the 30th,

as Mr. Wagsdiff was trying to take. take up Mr. Albor on his testimony that he was allowing employees to talk to Riveron, the block went back into effect. So really, despite Mr. Albor's testimony and promises to this court, the record shows it's clear he continues to try to stone all the debtors and their advice. In fact, Your Honor, since the hearing on May 22nd, until Friday afternoon, Mr. Albor and his counsel had uploaded two documents to a share file site, in response to our information.

Last Friday, around 3 o'clock, they uploaded hundreds of documents to the Sheriff's Office. It's amazing what happens when they're going to be a hearing and emotion on stay violations. So just on Friday, hundreds of documents were finally turned over. Look at full of 12, Your Honor, for the documents that were produced after 3 o'clock on Friday was Exhibit J. This is a May 2nd report. This is the weekly report to Mr. Albor testified he received from the CBO. Who is the first dolphin listed on that report as needing intensive monitoring?

It's Samira. It says that she's not easy. And Mr. Albor and his team knew at least since May 2nd that Samira was in distress and never informed Riveron. Bullet 13, Your Honor, again, around 7 o'clock Friday night, for the first time, the CBO reached out to Mr. Lagsnav and indicated that he was able to speak with him. This is, after millions of dollars of costs, more than two months of delay, potential further damage we don't fully understand yet, and the deaths of two dollars. Bullitt 14, Your Honor, is just another example to Mr. Albor. It's not done violating the automatic stay. On Friday, we learned that he took steps late last week

to take control of the Dolphin Limited Organization in Jamaica. Dolphin Co., I'm sorry. The Dolphin Co. Limited in Jamaica. D.C.L, Your Honor, is its indirect wholly owned subsidiary of Contolador, often a debtor in these cases and just last week mr. Albor took steps to take over the board so obviously your honor we have closing arguments today and I'm motion to enforce for stay in the turnover order and we're hopeful to obtain an order that will rectify this unmanageable and frankly dangerous situation I have a few other updates for the court but we wanted to leave with that because of our how sad it is if this had to happen We've all done it. Stock our fridge with leafy greens and good intentions, only to have our future self-sacrifice quality nutrition for the convenience of takeout.

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Mr. Francellus and the court Mr. Savio. So far and person, the second, just to represent control of Dora Dolphin. The order is also provided that any actions in contravention of those orders would be a basis for the referral to matter

to criminal prosecutors. Significant effort have started to cooperate. I will say, Your Honor, what we've seen so far raises concerns. For example, the Mexican enemies appear to have over 40 bank accounts. At a bank, a balance among those 40 accounts is $15,000. Of course, Your Honor, since we've been denied access to the books and records,

it's possible that Mr. Albor is now using different banks. It'd be a reason why there's only $47,000 total among the banks he's identified. If that's the case, if we're using different banks, Your Honor, that's another violation of the purchase agreement. and would be a violation of the automatic staff. So we've added some relief in our proposal and the order to try to address the situation. Because there's a new concern, Judge. As the banks are removing Mr. Albor as an authorized user,

there may be a gap between when they allow the Riveron team and Mr. Strom to become authorized users, thereby in effect freezing those accounts for that period of time. We're trying to get our arms around that. But again, you'll see in the form of order that we're presenting the court today. We've added a provision that we hope will address that concern. But we are concerned that this is the high season for these parks in Mexico. Any financial information we receive says they still have only about $37,000.

And the account people have had very little activity, which tells us the other accounts. I want to start and address this issue with Samara. And I think it's really important because to put this in context, Your Honor, I want you to look at when these incidents occurred and who was in charge of those facilities when they occurred. The other thing I want you to look at, and it's right there in the emails in front of you, they keep talking about the fact that River on wasn't contacted. Remember what Edwin Gonzalez's role is. He is the person at the U.S. entities that is in charge of those parts.

He is the one that is now working for Riveron. I don't know why if what they say is true he's not communicating, that you can see right there in the email that the Chief Veterinary Officers are doing what he has always done and communicate directly with Mr. Gonzalez and the veterinarians at those facilities. That has always been the case. The Chief Veterinary Officer, Your Honor,

is simply the one in charge of providing advice to all the veterinarians in every one of these parts. Has veterinarian staff that are in charge dealing with the welfare of those animals. And recently, why this is certainly a very inflammatory topic, is the Florida Attorney General is about to open, or at least he says he's gonna open, a criminal investigation in the Gulf World,

and it's also leveled allegations against the Dolphin Group in Mexico. Well, of course, Mr. Ablo is not in charge of Gulf World but hasn't been for a while. With respect to these issues, Your Honor, those emails clearly show that the Chief Vets officers have been concerned and also your honor I have and I provided to debtors a recent report from the 31st which is a preliminary case report on

Samira that I'd like to hand up to your honor if you're willing to take a look at it. What's interesting about this particular report is it tells you when the initial signs were observed with Samira what was going on and you'll see there where they're talked about behavioral signs but in the summary it talks about the preliminary findings suggest the presence of a large volume ingested form material and possible pulmonary hemorrhage. And then if you go down further, you'll see just as you flip through it, this is a pretty extensive report about what's going on with Samara.

I will also tell you, Your Honor, that although evidence has been closed, I'm even just now getting emails that are coming as far back as April 9th that were reporting about the concerns with respect to the foreign particulate. in those particular pens. And it was addressed with the people that were responsible at those particular facilities to take care of that, not only to fix the pens to get the form particulate out,

but also to deal with the course of treatment with respect to the dolphin. So I raised that issue, Your Honor, to say that it's disingenuous to suggest that Mr. Albor has somehow prevented the CBO from talking with Riveron. Riveron are not veterinaries. They do animal care.

And if Mr. Gonzalez at that facility is not talking to Riveron, whom he now works for, I don't see how Mr. Albor can be held accountable for that. I think what this tells me is that this situation, if you will, the divide of governance is not working, and so I'm going to have to step in. Normally when there is a government dispute, at least as I understand, that, for example, in the court of chancellor, there is some kind of agreed upon order as to how things are going to continue while that dispute is handled quickly, very quickly. And the lack of communication here and the lack of a coordinated approach is not working.

So I appreciate that there are differing views on who, for the death of this eight-year-old dolphin, But I think it just highlights the fact that this arrangement, such as it is, is not working. Your Honor, and in my main arguments, you'll note we can see that point. I think we're all very wide-eyed about what's going on at this point, especially with what I'll refer to the practical realities right now. One of the things I've been concerned about, Your Honor, is trying to at least illuminate a path for the court to provide an order that makes sense. All along we talked about the fact that we think that it makes sense to allow the corporate governance to dispute, or at least the Mexican courts, to deal with this issue to a point where we have some clarity.

Some of that's occurring, although I will say none of the orders are final, and I'll do with that in my report, but make no mistake, Your Honor, we're not suggesting, and we will not be suggesting today that you're not going to be entering an order. We know that. I think it's what that order looks like that we'll probably be arguing that we'd like to discuss. safeguards with respect to Mr. Albor's personal stuff. But, you know, we understand with the allegations that you as the court are going to be looking at this and going to want to do what's best for creditors, the estate, and certainly the employees in the Dolphins. So we get that. We'll address that in our main remarks.

Your Honor, this dispute brought to mind a quote that I like from Neil deGrasse Tyson, which is the good thing about science is that it's true whether or not you believe in it. And I feel like if Dr. Tyson had chosen to become a bankruptcy lawyer instead of an astrophysicist, he probably would have said, the good thing about the automatic stay is that it applies whether or not you believe it should or shouldn't. Your Honor, there have been a lot of facts, have been a lot of misstated facts, there have been a lot of allegations, suggestions thrown at you in the evidentiary presentations, and the arguments are pitched, and they're emotional because the history here and the results here have been dramatic. There are simply misdirection or outright fabrication.

I want, Your Honor, to focus you on the simple and streamlined set of facts that we think you need to accept to grant the legal request. One, there are pending Chapter 11 cases. Two, a automatic stay. There's unquestionably, admittedly taking actions post-petition to exercise possession and control over the estate assets. That's it. Because they're pending cases, there's an automatic stay, and there's a person acting to exercise possession and control the state assets. Your Honor should find Mr. Albor's in breach of the stay. Your Honor, I went through Mr. Albor's supplemental objection,

carefully. F, search for the word stay. The only references to the stay in the objection were in connection with the use of a defined term stay enforcement motion. The objection does not supplementally engage in discussion of the automatic stay at all. 47, and it is important to emphasize

that the relief sought by the debtors is in junk to the nature. That's not true, Your Honor. The existence of the automatic stay appears to be An inconvenient truth to Mr. Albor here. But it's a critical foundation of any bankruptcy proceeding, and particularly in this one. And Mr. Albor continues to violate. We've all done it.

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purchase of two or more bags. Go to Kachava.com and use code news. That's KACHAVA.com, code news. I'll tell you exactly what I view the differences. I believe that Justice Luna sat here and explained to you what the orders provide. Mr. Oskos explained to you what he thinks orders in the future may provide. And I think that's the world of difference. Justice Luna said, I reviewed these orders. This is what these orders say today. And this is what these orders say with the right similarities parties are today.

And we should act based upon those. Mr. Oskos said, I believe that those orders may be, There are rights to challenge this. I believe that under Mexican law, Mr. Albor's appeal rights have not been distinguished. Take no issue with that, Your Honor. We take no issue with that. That's true.

But the point today, in connection with a stay violation motion, is today, as Justice Luna explained, Mr. Strom is in charge. It's not in charge. Therefore, Mr. Albor's actions to exercise, possession, or control over property of the state are state violations. And Your Honor, if you look at docket 95, this is paragraph 4 of Mr. Duenas Barraha's

declaration in support of Mr. Albor. He states that the March 28 resolutions, quote, shall be considered valid until the court rules on the motion to appeal. The status has not changed as of today, and in fact some subsequent orders from the Mexican courts, including those in our supplemental submission, have only reinforced Mr. Stromson, though, resolutions. And I think Justice Aluna also elaborated on this in paragraph 17 of her declaration. Even that April 11th order, which is that order that's so central to Mr. Al

Boar's argument, quote, did not have restitatory effects. And we all learned a little bit about Mexican law here, but in plain terms, that means the precautionary measures that were entered on April 11th could only apply, could only apply to future resolutions. They did not effect or undermine what took place before that order was issued, including approval of the March 20th resolutions. Now, contrast that with the other principle we talked about, the both effects principle, and that's discussed in paragraph 14 of Justice Lewis Declaration. That principle, which you see in practice through Sibanko's successful suspensive appeal of

that April 11th order means an enjoined order can have neither restitatory nor retroactive effect. Your Honor, Mr. Albor never has obtained an order with the both-effects suspension, so he has no legal basis to argue that the March 28th resolutions are not in effect. He has never had such a basis, and never even for a moment, obtained an order undoing those March 28th resolutions. Justice Luna also discussed the May 9th order from the Mexican District Court. That federal court found that that April 11th order to be prima facie unconstitutional, suspended it, and held that, quote,

it cannot have any legal effect whatsoever. If that weren't enough, Justice Luna further explains that the April 11th was nullified by the very judge who issued. Under Mexican law, one last argument, which was raised in Justice Luna's declaration, a prior, a subsequent injunction cannot override a prior one on the same subject. It kind of reminded me of the first to file rule under the UCC. So based on the current record and the March 28th resolutions, those resolutions are binding.

Mr. Strom is in charge. And Mr. Alboer's continued interference with the debtor's operations constitutes an ongoing violation of the automatic state. Justice Luda confirmed that, which he was asked on cross-examination as to whether the March 28 resolutions were valid and validated, she said, those acts

are affirmed. And Mr. Albor can't dispute this. And all he can say is he continues to file more challenges. Those challenges, though, continue to be rejected most recently just last week. So in acknowledging this, he admits the April 11th order that he keeps pointing to has been suspended. His own objection says, so. He makes the bottom of page 3 and the top of page 4. Debtors Mexican Council filed an appeal before the 10th Circuit of the Civil Court of Mexico City

and obtained an order suspending the April 10th order yet again. They say April 10th, we call it the April 11th order is when it was documented. It's the same order. Paragraph 7 of the subpoena of objection. The letter's obtained another non-final suspension of the April 10th order. And again, as you mentioned, Mr. Oskos admitted that the April 11th order was suspended. He said that in paragraph 60 of his declaration, the last point. He said it in paragraph 68.

So as Justice Luna notes, and Mr. Albor, and his counsel have noted and admitted as they must, to March 28 resolutions represent the valid existing governance structure. They've been formalized, they've been registered in the Mexican public registry of commerce. That's the current legal reality. And as I said, speaking of Mr. Oskos, he argued that certain actions may have violated Mexico's concourseal law. We disagree on the facts on the law. First, there is no order finding that the March 28th governance resolutions are unenforceable. It's simply an opinion with no supporting legal authority. Mr. Oskos submitted during cross-examination exactly this point. All he could say was that the issue may be the subject of a future decision. And as we noted in our supplemental notice, a few

future of further authority, the Mexican courts have continued to reject after Albor's arguments. None of this, even if Mr. Oscos is right about what may happen in the future, provides a basis to find that Mr. Valbor isn't violating the stay today. What we think Mr. Albor is really trying to ask this court to do, through Mr. Oskos, is to grant prospective relief based upon their interpretation of Mexican law without any supporting order from the Mexican court. Mr. Oskos' argument also ignores a key principle of Mexican law. Asset's held in trust for a secured lender are not the subject of an injunction under a concursal.

Justice Luna explains this in paragraph 26 of her declaration, and she provides supporting case law in Exhibit O to that declaration. The precautionary measure that arose from Mr. Albor's flawed concurso filing did not and could not include the equity that were held in that. Those assets were in a collateral trust. They were not part of the concurrency estate, and therefore they're not subject to the concursal stay. I'm going to just wait into the further Mexican law issues for a moment, but our view is that Mr. Oskos could we got the facts wrong,

and therefore his legal analysis falls apart as a result. Contrary to his testimony, the note holders did not exercise their right to vote the shares under the Mexican Security Trust. Instead, the parent borrowers, leisure investments holdings, and Dolphin Capital Company, which are the two top of the food chain debtors here. those two entities acting under Mr. Strom's direction instructed Cibanco, the trustee under that Mexico collateral trust, to issue proxy letters to vote the shares.

The shares had already been contributed to the trust by each parent's respective subsidiary borrower. And as I mentioned, leisure investment holdings in Dolphin Capital, I'll note Mr. Albor has raised no credible argument challenging those debtors' governance changes. Why? There is not. So the formalities Mr. Roscoe has described those that apply to note holder acting

to creditors just don't apply here. It's a critical distinction. Further, the Concourse Court itself, in dismissing the proceeding, stated that the injunctions are to be treated as if they never existed. Mr. Al-Burr filed an Amparo action to suspend that dismissal,

but the Empirot court denied any stay and refused to grant any rehabilitative effect to the concurso injunctions. No rehabilitative effect. So the injunctions, even if they could, could have been applicable to any action that was taken, we're not rehabilitating.

So your honor, despite all the protestations that Mr. Al-Bohr doesn't want this court to wade into Mexican law, wants the Mexican courts to decide, his arguments give the game away. It's exactly what Mr. Al-Bore wants you to do. He's asking this court to stand in as a Mexican judge to ignore the current state of affairs, to disregard the orders centered in Mexico,

and to speculate about what might happen in future litigation. That's not how bankruptcy works, not how Chapter 11 works. It's not how the legal system works, either in Mexico, in the U.S. The Mexican courts have spoken. The governing orders in Mexico provide that today Mr. Abur is not in control. The scoreboard in Mexico shows that Mr. Albor has lost every single time. He's failed in every attempt to obtain relief through Amparo proceedings or other injunctions. He's not succeeded in joining the current governance structure established by the March 28th resolutions. Mr. Albor's objection raises grave concerns about the risk of inconsistent rulings, but that's exactly what he's asking

this court to issue an inconsistent ruling. We've all done it. Stock our fridge with good intentions, only to sacrifice nutrition for convenience. Keep your body and mind nourished with whole-body meal shakes from Kachava. It's got 25 grams of protein, 6 grams of fiber, greens, and so much more. But it actually tastes delicious. Try one of Kachava's indulgent flavors today. Shop now through December 2nd to get 30% off your first purchase of two or more bags. Go to Kachava.com and use code news. That's KACHAVA.com, code news. That contradicts the current state of play in Mexico. And your honor should not and cannot. Declaration and testimony is with no choice but to act through the courts in Mexico to enforce

their rights as long objection states that Mr. Wagstaff's actions were somehow lawless or unauthorized and that could not be farther from the truth. But with lawless, Your Honor, was Mr. Albo's response and continued defiant posture, retaking the prances in the middle of night with holding access, blocking communications, and continuing to hold himself out as CEO while denying access to the records, all despite rulings from the Mexican court that he has been removed from any position of authority. That's self-help, plain and simple, and it's self-help in service of his personal interests as a minority shareholder. There was talk about the headquarters building, Mr. Albor argues that control Adora has no lease hold interest in the headquarters building. and testified that the lease expired at the end of 2020.

A claim is suspect. The note purchase agreement signed by Mr. Albor states in black and white that there is a lease agreement between Mr. Albor, personally, and control Adora, for the Dolphin Center office with a monthly rent of $25,000 and the headquarters lease was valid until 2030. That's Exhibit 35. Mr. Nyberg read that document to Mr. Albor. Mr. Albor acknowledged what it said.

He gave no explanation, however, as to why he testified. to something completely different this minute before. And I don't think that Mr. Niburg even got a compliment at that point about how well he read in English. So even more telling. In his own pleadings to initiate the concursal mercantile proceeding in Mexico, Mr. Albor described the building as the company's headquarters. Those pleadings were filed in December, and today the company's website still lists that building as its headquarters. A further twist, we heard differing stories between the deposition and on the stand,

but Mr. Albor testified that he negotiated at least for a second building next door, apparently with himself, he was both landlord-in-tellant. We asked for documents to support Mr. Al-Bur's testimony of deposition in the trial. Counsel apparently received them as early as Wednesday when they were translated into English, but we didn't receive them until yesterday. Given that, we haven't had the chance to confirm whether they're valid, whether they were registered in the public registry, which is what the documents indicate that the parties were required to do.

There's still no explanation for why, even if these are accurate documents, Mr. Albor's representations in the note purchase agreement would have been inaccurate. One case misstating the termination date and in another case, failing to disclose a self-dealing transaction. But even if we take Mr. Alboard his word, which I find a hard to do based on his testimony in the record, and we assume that the headquarters lease expired, the debtors still have a right to access the books and records stored in that building. They also retain whatever possessory interest is recognized under Mexican law, and I understand there may be such a possessory interest. But again, we're not asking he to wait into the issue of the Mexican law there. Mr. Alborna himself admits that the estate records, estate property, is located in that building. He testified that the building is, quote, where some of the top management have an office.

It sounds like a headquarters to me. And the debtors need full access to those records and that property to administer these Chapter 11 cases. We've asked for access to the debtors' computer networks and electronic records systems that Mr. Albor acknowledged are housed in that building. That request has been flatly rejected. So right now we can't produce, as initially rigorous financial statements, not for the Mexican entities, and not for even the U.S. entities when Mr. Wagstaff's team is on the ground. We haven't yet been able to review the banking records. We haven't been able to verify the company's cash position to ensure that funds are being properly maintained and used.

Finally, Mr. Albor's claim that he's not interfering with Vervon's ability to communicate with the company employees is simply false. That was his sworn testimony on the stand, of course, page 199 of the transcript of the hearing. There's also his sworn testimony at the deposition, which is, Exhibit 41, on page 136. But it's not true. You have the documentation at Exit 32 that he told the chief veteran officer not to speak with him. Mr. Albor also conceded that he instructed his personal counsel to tell Mr. Wagstein, not to speak with the company's Mexican employees. That corresponds to at Exhibit 15.

And even after the last hearing, after Mr. Wagstaff emailed employees to schedule a meeting about company records, which the email presumably seemed to go through, Riveron's emails to the Dolphin Company were blocked again by the company's servant. As Mr. Brady said, that happened at some time between May 23rd. When Mr. Wagstaff sent an email, May 23rd email, There was no bounce back, May 30, there was a bounce back.

You know, this is not a misunderstanding. This is a pattern. It's a deliberate, active effort to instruct the debtor's ability to manage me. So why is this all important? Let me step back again and explain why this matters so deeply, why the relief is not just legally justified, but urgently necessary. First, we need to understand and ensure that in every facility around the world where Mr. Albor has refused to relinquish control,

animals are being properly cared for. Employees are being properly paid. Post-petition obligations are being met, and that the companies are operating in compliance with their legal and financial responsibilities. This is not a business that can be put on pause. The health and the welfare of the animals are at stake, and the employees who care for them must be paid. The business must continue to function,

even if Mr. Al Gore doesn't like the illegal outcomes so far. Second, we represent debtor's in possession in Chapter 11. That comes with responsibilities. as debtors in possession were required to prepare and file a range of documents, schedules, sofas, 2015.3 reports, monthly operating reports. We must also provide cash flow budgets to demonstrate the administrative solvency of these estates. And the dip financing that allows these businesses to operate is conditioned on compliance

with an improved budget, one that we cannot complete on a final basis because we don't have the records. And all these reports must be signed and attested to by the officers as true and they can. But without the full unfettered access to the books and records, we can't provide the transparency and compliance of Chapter 11 demands. The idea that the veteran possession should be limited to estate books and records that a third party Mr. Albor chooses to filter and selectively shares simply uncountable. Mr. Albor's response to all of this, I think, boils down to really two points. One, because there's pending litigation in Mexico, Mr. Strong doesn't have the right to access or control the Mexican end of these books, records, and assets. even though the Mexican court orders say otherwise.

And two, the debtors already have information, acutously, to manage day-to-day operations at the U.S. parks. So essentially, where's the fire? Let's see those items for what they are. They're nothing more than attempt to minimize the significance of the inconvenient truth of the automatic stay. Mr. Albor wants the court to ignore this day

because he's challenging the governance changes in Mexico. It's not how this day works. You don't get to disregard the automatic stay just because you believe you have a base to challenge the filing with authority to get. Channeling Dr. Tyson again. The automatic stay applies whether or not Mr. Albaugh believes it should. As I said before, the argument misstates are at best obscures.

The current legal status is played out by the Mexican courts. So, Your Honor, we will continue to pursue every available revenue in Mexico, but we're entitled to and we need relief from this court, relief to address both the violations of the automatic stay and the failure to comply with the honors in Section 5.2E. Now, the suggestion that where's the fire, there can be some protocol to solve these issues,

let me explain why that view is not only myopic, but dangerous. In their papers and depositions with Mr. Strong and Mr. Lagstaff, the other side focuses on because almost exclusively on Section 542E, suggesting Mr. Alboar is willing to provide specific documents that we just ask. And I'm sure that they'll point to The hundreds of documents they dumped on us Friday afternoon and over the weekend,

but the problem is we don't know what we don't know. And tragically, what we didn't know likely contributed to the death of a dolphin last week. We break these down. From operations standpoint, we don't know what we don't know about the state of the operations. Mr. Wagstaff testified about the dilapidated state of the Florida Parks when his team took over. He saw the pictures from Miami Sea Quarium. That's Exhibit 20. Crumbling walls, unsafe structures.

Based on what we do know, we have serious concerns about the conditions at the other parks. They're still under Mr. Gobbler's control. These are estate assets. This is lender collateral, and the risks are real. Mr. Brady said, we just received an email from the Chief Veteranian Officer sent to other Dolphin employees indicated that the chief veterinary officer knew that the Chief Veterinary Officer knew since May 3rd, almost a month ago, that Sener's health and Steve Day of the Risk. Now, he didn't share that with with Ron and Mr. Strong. Why?

I think it was pretty clear. It was because he received an email from Mr. Al-Bore, already in evidence, instructed him to community. We also learned that the employees in Mexico have been aware of tank conditions at the Gulf World Park but didn't report them to the river on. Mr. Al-Bore's interference and his influence over employees who are unable or unwilling to communicate with the CRO may have contributed to Samira's death. It's not acceptable. Mr. Al-Bore argues there's no evidence of mistreatment in Mexico.

But we explain why that is. Mr. Wagstaff tried to schedule a meeting with the CBO. Mr. Wagstaff tried to schedule a meeting after Mr. Albor's testimony in front of you saying that he was not going to restrict communications with employees. But before it could happen, Mr. Albor intervened. In the case of the CBO, you have the evidence that he directed the CBO not to speak with the Gryderon. You have the evidence that he had his personal counsel sent a cease and desist letter. And in fact, the email from the CBO that we received for the first time last week indicates there are other dolevard. in non-US parks that the CDO is aware are experiencing health issues.

So you're honest, you shouldn't credit Mr. Albor's argument that the debtors don't have specific evidence about mistreatment or poor conditions elsewhere in the dolphin group companies. When he's actively blocking our ability to investigate. Again, we don't know what we don't. 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. U.S. entity-level reports. The picture-filled PD included a bunch of unexplained, quote, management adjustments. Management adjustments certainly weren't coming from the Florida parks. Suggestion that Mr. Strom and Mr. Wagstaff have enough information to administer

unsafe structure violations. We don't know what else is out there. And we don't know how Mr. Albor could possibly run the Mexican operations, particularly now that the banks have been ordered to cut off his access to the company cash and to provide access to Mr. Strom and his team. I'd encourage your honor to ask Mr. Albor's counsel that question. How are the dolphins to be cared for with no cash access? How are employees to be paid for Mr. Albor's authority to utilize the company's cash

and the bank accounts have been eliminated. Finally, we don't know, but we don't know about how much this is going to ultimately cost the estate. We know how much costs so far, though. This approach has been incredibly costly. The estates and their creditors are being forced to forensically recreate financial records just to get a baseline understanding of the business. It's not sustainable, it's wasteful, and it's a direct result from Mr. Albor's defiance. At its core, Mr. Albor's argument just ignores the automatic.

and it ignores the debtor's right to access estate property. It assumes a world where the court won't enforce the stay and where the debtors are only entitled to request documents that happen to be in Mr. Albor's personal possession as a former CEO and minority shareholder under Section 542E. That's not the reality of this situation, but since that does appear to be the lion's share of the argument, let's discuss for Section 542E anyway.

Section 542E applies to books and records held by non-debtor individuals. It does not limit the broader protections of the automatic stay. The debtor's requests here under Section 542E as to individuals did not imply, certainly do not imply, that the parties have the right to interfere with or exert control over estate property. In discussing Section 542E, Council conflates the immediate and irreparable harm standard, which we use to obtain interim relief under Section 542E with the general right to obtain records. Immediate and irreparable harm, Your Honor, is not the standard for final relief after notice in the hearing under Section 542E.

The statute doesn't say that the information must be necessary to avoid immediate harm. That's a limitation that they've invented today. Yes, at the first day hearing, we focused on animal care. That was the most urgent risk. We had no documents, no access to employees, and no information about how to care for the animals. Thankfully, and I'll emphasize not thanks to Mr. Albor, Riveron was able to reach out to park level employees through unofficial backchannels. That's how we've been able to pay employees and care for the evidence.

Again, I say not thanks to Mr. Albor because despite our efforts, the company blocked Riveron's email access to the dolphin company domain. Your Honor, we've always viewed Section 542E as one tool among many, a potentially important path to ensure access to as much information as possible. Mr. Strom and Mr. Wagstaff testified information is at a premium because they don't know what they don't know. Tragically, we know in the past week there are serious issues known to employees in Mexico. They're not being. When we filed this motion, the 542E motion we expected access to company records, the state property,

we expected all of that would be forthcoming. But we also wanted to avoid a situation where a bad actor or a terminated executive could claim that certain materials in their possession were personal and not subject to turnover. The argument that we have enough documents to keep the lights on in the U.S. entities really misses the point entirely. And it asks this court to embrace Mr. Albor's chaotic day-to-day strategy for running this business. And it's not a strategy. It's a recipe for disaster. It's also not forget Mr. Albor admits the company is in payment before.

The assets and the cash of these estates are collateral. The debtors are bound by the dip and the cash collateral orders, which govern how those assets and funds can be used. Finally, the Mexican courts have directed the Mexican banks eliminate Mr. Alborer's access to the company bank. Your Honor, what you're seeing here is a minority shareholder doing whatever it takes not to advance a restructuring plan, not to argue that he has a better path to restructure here, simply to survive another day. He's not considering selling collateral without court approval. He's already doing it.

That's based on information that we obtained after flipping the governance in Argentina. Now understand, Mr. Albor claims that he had the right to do that. That's not true. Section 10.7G of the note purchase agreement, which is an exhibit 35, make the clear any such rights that he may argue that support that dissolve upon an event of default. And we're in default. Finally, these cases are burning cash in an unsustainable rate. We can't move forward with a restructuring that maximizes value for all creditors,

and they instead remain stuck in this holding pattern dictated by Mr. Albor's personal agenda. This case could quickly collapse, and that would of course mean greater loss of value, lost jobs, and even more risk to create animals. So Mr. Albor and his counsel have said, they do want to respect this court and its authority. Well, if they wanted to respect the court and its authority, there's a simple tap board. He could comply with the automatic stay, and he could stop trying to retain possession and control over estate property. Instead, he does the opposite. He continues to file actions aimed at undoing the current governance structure,

actions that by definition seek to exercise and retain control over the estate's assets. And he's doing that based on a minuscule shareholding in control of the drug, door a dolphin, one share representing 0.003%. That's it. But it hasn't stopped. In fact, as you saw just Friday, he sent a notice attempting to flip the governance of the Jamaica subsidiary.

And in his communication, he made it very clear that he expects nobody to challenge him. Are you suggesting that the litigation in Mexico over corporate government can not go forward? I'm not saying that it cannot go forward, but I think it's a textbook violation of the automatic stay.

It may be one that he has the right to ask Your Honor to pursue, and Your Honor may certainly consider that. We would hope we would have an opportunity to be heard on that because we don't believe that he would meet the standards for stay relief,

but again, you don't have that motion in front of you. And I guess that's the point, Your Honor. He continues to take actions without having a motion, without having asked for authority to undo governance changes implemented by the trustees that held equity and control Adora for the benefit of the lenders. And all those actions taken after the Chapter 11 filing violate the automatic stays protecting the top two entities, these are investment holdings in Dolphin Capital Company. This is, Your Honor, I think what we've come to call the original sin of these stay violations.

Mr. Albor has been trying to assert control over entities that are debtors themselves and corporate assets. assets that belong to the debtors. Every action he's taken since then is fruit of the poisonous tree. So you're right, there is pending litigation. And he may have a basis to challenge the board flippet control or adult. He can file a motion to dismiss the case if he's successful in obtaining that and can, after he's filed a motion for relief from the automatic stay. We'd of course oppose those motions.

We believe we'd defeat them. But those aren't the motions you have here. What you have before you, Your Honor, are clear and continuing violations of the automatic And the law is clear. Parties don't get to flout to stay just because they hope they might have a basis to challenge the case later or because they hope the facts might change. And if Mr. Alboa wants to continue to litigate this in Mexico, he does so in his own risk. The court have said the March 20th resolutions shall be valid, presumed to be issued in accordance with the law, and must be observed until the judgment is right. Mr. Strom is in charge today. Do you have a form of order that you don't mean it is? We do, Your Honor.

If I may approach, Your Honor, I think it's a great time. You read my mind. I wanted to talk about what we believe the consequences should be to Mr. Alboer. So, Your Honor, the Third Circuit in Atlantic Business and Community Corporation, as Judge Goldblatt recently acknowledged in the Healthcare Real Estate Partners case, stated that Section 362K is applicable to the corporate debtor. But even if it weren't, courts addressing state violations have found Section 105A to give broad power to any action that's necessary or appropriate to enforce rules and prevent an abuse of the process.

Judge Dorsey discussed this in the Triple N-400 case. That's 2019 Westlaw 507-38-44. The plain meaning of Section 105A encompasses any type of word, whether injunctive, compensative, or punitive, as long as it is necessary or appropriate to carry out the provisions of the Bank of Seat Code. There is nothing in the Bank of Seat Code to indicate that compared to other remedies, monetary relief under Section 105 is particularly not necessary or appropriate. I've heard an example case law from the Atlantic Business case on down that even a good faith belief by a party violating the automatic stay that it had a right to do what it did is not relevant to the question of willfulness of a violation.

If you look at Section 62H of the Bank of the Code, it provides an individual injured by any willful violation of the stay provided by the section shall recover actual damages, including costs and attorneys, and the appropriate circumstances may recover punitive damages. It's a shall, not a may. In fact, many cases in this circuit indicate that where the will be a violation of the stay is demonstrated, compensatory damages are mandatory. I point you to Judge Wismer's opinion in a Malarkey case in New Jersey, 81B. Again, whether Your Honor chooses to apply section 316 to H or K directly, or as Judge Dorsey directed in the Triple N 400 case under 105A, there's certainly authority to impressing.

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Find an agent at CINFIN.com. the defendant's good faith and penitents, the defendant was incontentent. So willful list does not require the creditor intended to violate the late, the automatic state division, nor does it require that the debtor knew his violations were in lawful, and simply requires that the acts which violates the state be in tension. Whether or not there was a good faith of belief that the party had the right to do what it did is not relevant to whether the acting. But here again, we were rejected suggestion that Mr. Albor is operating under a good faith of belief that his self-help actions based upon this, even if Mr. Alboe was,

believe in the heart of his hearts, that he's justified in his conduct, Your Honor can and must impose a sanction. And so I'll turn to the proposed order paragraph to refine and conclude that there is a violation of the automatic stay and the turnover order that those violations are willful and require the imposition of actual damages. We also request the imposition of coercive sanctions as necessary to compel the cessation of the violation of the violation. So, Your Honor, we ask three that he would be declared in contempt to the court for having be legally violated the stay of the term of an order. We would ask that there be a deadline. We haven't checked in with chambers yet, but we would ask for a date this week to confirm that he has taken the various actions to remit to dismiss any actions on his loan, purportedly

on behalf. Confirm the banks and the others located in Mexico that the CRO will not to permit. the CRO and others to who may designate access to the headquarters and records to email, the CRO, all of the employees of the debtors and their subsidiaries informing them that they are to cooperate and take the direction from the CRO and the CRO's designees to send similar communications to the vendor suppliers, the necessary tokens, user name, for access to... I can impose these measures? So Your Honor, we believe there is. And certainly there are cases that have sort of really tried

to finally tune this distinction between the access to documents and records and documents that are, in cases where it's more along the lines of hard assets. This is not requesting hard assets, This is requesting access for the facilities. So I point to the Fisker case, 24-11390. It's a docket number. I believe that that was an order that Judge Shannon entered

the city of Judge Moran at that hearing. Court there, Judge Shannon opted to grant the order authorizing the obtaining control over property to cease interference with the judge. Judge Shannon suggested that he was, was not going to enter the... I'm not worried about the compensatory damages. I'm looking at the mandatory injuncary place.

That's what I'm listening to. That I like some authority that says that I can order someone to do the specific act. And we believe, yeah, if you look at B, who's alpha, that was Judge Dorsey, and where, unfortunately, the party had failed to. to provide information regarding the whereabouts of the company's assets. He directed them to provide information regarding the company's assets. Now, I don't believe that they actually complied with that, but that was the order from Judge Dorsey.

Okay, this is different than that. This is instructing him to move to dismiss litigation, take counter-towing written communications to banking and other financial institutions, permitting access to the headquarters. That may be something I consider more. within my baili with, but how about these other mandatory injunctive? Well, Your Honor, I guess I understand your suggestion that these are injunctive, but again, to me, these are simply the necessary steps to provide access and control over

these assets, and to the extent that the violation that you find, which I think you can, is that there has been an action to prevent the debtors from having communications with the employees, with the vendors, and others, we believe it's completely appropriate for Your Honor to say those are violations, and in order to be in compliance with the automatic stay, here are the steps that you should take. Now, if he doesn't take those, then he's in continuing violation of the stay. But what we're asking for here, Your Honor, is these are the steps that he would need to take in order to be in compliance and not continuing to violate the automatic step. Well, there is a difference between not continuing to violate the automatic stay from today. He's already done what he's done.

Your Alba has already taken to access tape, and they are either in violation. Either they violated the day at the time or they didn't, and they'll deal with that. But now you're suggesting, and I understand. I'm sympathetic to it, but I'd like to know what authority I have to say to a particular person, you must take this action versus if he, if from today forward, Mr. Albor stopped everything he had been doing previously, okay, then presumably from today forward he wouldn't be violating the automatic stay. but to order him to take certain actions I need some authority. So I'll take one more crack at responding to maybe challenging the question that I have another case I'd like to point you on to.

Again, what we're saying is that the actions that he has taken, the failure to take any of these actions in A through F, are continuing violations of the automatic state. Now, if he does these things, then he will no longer be in violation of the Army. So let me challenge you for a moment, because I want to understand what you're asking for, and I want to understand the authority. If, let's say, if pre-bankruptcy party files a lawsuit, but post-bankruptcy doesn't dismiss it, is that a violation of his stay? That may not be.

And I think that, you know, Your Honor, this is where I would suggest that, I do have a case for you to look at, and it's THDL liquidating LLC. It's 2020 Westlaw, 681-8442. And it was Judge Dorsey. 6-8-48-442? 6-8-48-442. And I think this is exactly the sort of scenario that you're talking about. If there were just pre-petition litigation,

and I think there are cases in the Third Circuit where parties have confiscated the vehicle. If there was just that action, and there were no further ongoing efforts to maintain possession of control. It's simply locked up somewhere. That might be a different situation. But as Judge Dorsey said in the THL case, the defendants did not merely retain the same possession and control over the debtors pre-pitching property, rather by withholding payments for services for home pre-post-petition,

the defendants engaged in affirmative acts to exercise control over property. post-petition property of the estate in violation of the automatic state. We'd suggest that's exactly what's happening. Failure to pay a contract? Correct. But that... I'm not sure I agree with that, but I'll pay a look. I think you should take a look.

I'm not sure I agree with that position. They may have breached the contract, but I'm not sure it was violation of the state. Well, it was withholding, failing to make payments that were required. But again, the point is, this is not just a car. Did he require the payment, did he direct a mandatory indemnity? and direct payment you made. He did one.

And again, this is not, as I mentioned, just simply a car being locked up. I understand, and I understand the concern, but this is what I said last week was, I need to know specific authority if you want you to grant certain relief. And I think there's a difference. I pull that same case you did,

the basic code circuit case, Atlantic Business and Community Corp, I've read that. I think it's actually very applicable to this case. And I certainly think from that there is a point in time when you can find someone in contempt and you can find them. That's fine. This case says nothing about, for example, I don't think it does, require the landlord to let the tenant back in. So that's what I'm looking for. I make him sign a piece of paper.

where is the authority that says I can do that? Well, I would say it again, I think it's throughout Section 105 and elsewhere. Again, this is to win compliance with the automatic stay. The actions he's taking, the actions he's continuing to take, constitute ongoing violations of the automatic stay. And what I suggest, Your Honor, the intent of the order here is to say, these are the things that are continuing that if they continue further, will constitute ongoing stay up.

I'm not sure the order says that. That might be a better order, okay? That might be a better order. This doesn't say that. Okay, well, so, Your Honor, we're happy to take a closer look at that, but essentially that's the goal here. The goal is to identify that a violation of the automatic stay has occurred, that there are certain steps that should and could be taken to no longer be in violation of the automatic stay.

and that's an important fact for us to all figure out how are we going to move forward and for Mr. Albor to no longer be in violation of the automatic stay. So your point is taken, we'll take a look at the order and we'll consider if there's some language that we can be helpful in crafting that concept into it. But essentially that's what we're suggesting is. Today there are violations. tomorrow there will be violations unless or until these steps are remedied, and Mr. Albor should remedy these in order to no longer be in violation of the automatic statement.

That's the goal of the other. Pretty much covered what I'm going to cover. So, Your Honor, with that, I believe that Mr. Keenan has some comments in further security motion. Good morning, Your Honor. McKenzie, on behalf of the first name note holders. for the Prudential Insurance Company of America, Prudential Legacy Insurance Company in New Jersey, and Cigna Health and Life Insurance Company. With me in the courtroom today is our local council, Scott Cousins from Louis Brisbaw.

And I'd also like to take a moment to introduce a few folks who are appearing virtually, but they were all with us in the courtroom a few weeks ago. That is Paul Prasick, who's the managing director of Pigeon Private Capital. Pugent is the Stephanie Burbrow-Greer, he's the vice president and corporate council of Pugent Private Capital. Friamazlish, who is the head of fixed income investments for Cigna Investment Management, Michael Brown, who is Senior Council for Cigna Investments. Sarah Semper, he is vice president for Pugamper. Also with us virtually is Alfonso Purtes Fernandez, who's the chair of the litigation practice.

for Bacon McKenzie in Mexico and also virtually from Bacon, McKinsey, the U.S. I'd like to take a few moments. You know, we've heard a lot from both the debtors and also from Mr. Abbaugh's Council. But I think it's important to note that there is a first-leaning secured lender in this case who has all of these assets at their collateral. I'd like to explain, based briefly, their point of view to this whole situation, how, quite frankly, it's affecting them, but all the creditors. First, the first lean-holders are strongly supportive of the motions filed by the

Bathers and the relief we're seeking from the court today to answer some of the questions that the court have. And I certainly don't we plan to restate all the arguments made by Bathers' counsel today regarding the specifics and numerous state violations. But I do want to take some plans to the court with perspective and the contents from the view of the first-day know-holders in a very unfortunate situation that is before the court today, but quite frankly, you think that's, said pumps not fairly overnight so your honor what i'd like to do just give a very brief history of the secured loan the status of it followed by a quick explanation of the structure of the security because it may not be so familiar with the court because it is heavily based on next to the one the first lien note holders first loan a hundred million dollars to the debtors in 2019 in 2020 when the debtors were in financial distress due to the global pandemic

the first lien note holders were very accommodating and cooperated with Mr. Alvore and the Dolphin Group to loan an additional $7.5 million. And also agreed to amend the loan covenants and other terms to assist the debtors through the pandemic. The total amount outstanding has grown to nearly of principal interest plus the extraordinary and post-petition fees and expenses that are being caused solely by the actions to Mr. Al-Bowler, all of which in 2022 the Dolphin Group took on second mean debt which is now at least $106 million. All told the debtors have more than $225 million in funded secured indebted from just those two sources, the first and second million dollar. This $225 million figure does not even clue taken on by the debtors over the years with both the banks.

Now the first lien note purchase agreement is denominated. And for that, for other reasons, the no purchase agreement itself is governed by the U.S. law. The first lien debt is secured by substantially all the assets of the debtors and those of many of their non-debtor affiliates, many of which will soon become dead in Mexico. The security documents are naturally governed by the laws of the jurisdiction where the assets are located in today is that all the assets located in Mexico have been pledged or placed in a collateral trust for the benefit of the security level, which is a very common structure for securing the loan backed by assets in Mexico. The pledges, collateral trust, and related documents are all in Spanish and governed by the laws of Mexico, not the laws of the United States, and have been duly registered in the appropriate public registry,

which is similar to a secure transaction registry in the United States. Now, Mr. Albor's reply, for his verified statement, as well as in the declaration from his Mexican law witness. Mr. Albor argues repeatedly that corporate governance changes of entities organized under the laws of Mexico cannot be made through loan documents that are governed by the law law. But even if this proposition were true as a matter of Mexican law, it's irrelevant because of relevant security documents, in fact, written in Spanish, just as one example, while some of the government,

collateral Mexico is secured by a pledge governed by Mexican law. The real estate and the equity and subsidiaries are in a collateral trust that is governed by a lateral trustee is a financial institution authorized by Mexican law to act as a trustee. In this case the collateral trustee is C. Bantam, which is one of the under this loan structure the collateral trustee holds legal title to the assets placing the trust and is responsible for managing the assets in accordance with the trust claim. Mexican law requires trustees to act in the best interests of the trust and the beneficiary

which in this case are the first leave total. There are countless loans made borrowers in Mexico using the structure. Under the terms of the collateral trust in this case, the borrower can use the assets in the ordinary course of business. But when there's an event that default, the collateral trust is a business. the collateral trustee will take direction from the beneficiaries of the trust. There are many reasons for using a collateral trust governed by Mexican law. With a Mexican bank as a collateral trustee, is that the assets placed in the trust will be bankruptcy remote.

And the issue of bankruptcy remoteness and the equity interests can entheld by control of order at all because a lot of this dispute really centers around. So in the issue of bankruptcy remoteness and the equity interests, and inheld by controller Doa or Dolphin, this court heard testimony from a former Supreme Court justice of Mexico. He testified in court and filed a declaration after the following basic principles of Mexico. First, the justice explained that the assets in the collateral trust

are not part of the bankruptcy state in the event of the conclusion they're concealed. And the Supreme Court justice also testified when asked in this court that she personally reviewed the collateral trust documents. Second, we heard the Supreme Court Justice testify conclusively under cross-examination that the assets in the collateral trust here, which include the equity interests and held the control of the adult in its subsidiary, concurring, concurring, the court's bankruptcy.

Third, the justice testified that the proper interpretation of the precautionary measures or provisional study issued by the Mexican Bankersy Board during the person that it did not operate this. And as an aside, among the exhibits that were presented to the court, attorneys for the company and attorneys from Mr. Al Gore repeatedly sent letters to women to trust, indicating that if they were to take actions with respect to any assets in the trust, they'd be violating the next time of succession trustees in the court to court.

the Justice also testified that the March 28th corporate governance changes are still effective. So regardless of whether the bankruptcy court injunction stayed the corporate governance changes, the terms of the order issued by the Mexican Bankruptcy Court dismissing the proposal on their computer made it pretty clear in the English translation that the precautionary measures or the provisional stays, I would recall, did not disturb the March 28 governance changes in the United States. So with respect to the concourse-making field, in summary, Your Honor, the now dismissed concourse-Metfield did not state any actions with respect to the equity in the collateral trust

that are outside of the bankruptcy court, and the Supreme Court justice testified to this, as is even evident just from the same reading. But in addition to the refusal of the Mexican Bank of Security Court to interfere with the administration of the trust, On top of that, a state and a federal court have also endorsed injunctions against Mr. Ovalhole that actually prevent him from interfering with the Mexican donors whose equity and other assets are pledged in the trust. And these other orders in no way prevent him from complying with the Chapter 11 worldwide on the United States.

In fact, the whole reason why the debtors saw these injunctions in the first place is that here. entirely consistent with the worldwide. It was an attempt to domesticate the Chapter 11 automatic stay by getting a host of injunctions against Mr. Al-Bohr that would be consistent with the automatic stay of the administration of the bank of the system. With respect to the state and federal courts in Mexico, the other argument that's made by repeatedly by Mr. Al-Bohor is that the corporate governance issues should only be decided by the courts in Mexico as a matter of international

common and that those governance matters remain unsolved. So let's look at the first part of that I think that. That a U.S. bankruptcy court cannot make the funding of fact as to the application of foreign money. This is simply a threat. U.S. bankruptcy courts routinely hear from networks on four more money and subsequently make funds of fact based on their money. In fact, there's an entire rule. There's an entire rule, but a rule of evidence 44.1, that speaks to a U.S. court's authority to make a determination of foreign law,

and that is the rule under which Justice Ramos testimony will be made. Even though it's clear that this court can make a friend of it, Mr. Albor argues that a judicatory committee requires this court to defer to the courts in Mexico on corporate governance issues in this case. So first and foremost, while international economy is an important concept in cross-folding instructions, comedy does not override foundational provisions of U.S. Bank of support, such as enforcement of the U.S.C. 1334 at the U.S. This court has exclusive jurisdiction of all property of the debtors. The actual corporate governance issue has put input squarely in front of me. Am I wrong on that?

Well, it hasn't by the debtors, but it has as a defense by Mr. Elwood, right? Because when I read his reply, and I listen to a lot of the argument a few weeks ago, what he's basically saying is that I don't have to abide by the automatic stay. There's a real issue here, right? Because as Justice Ramos testified before this court, there's an April 4th state court order for Mexico. from a court known as a 10th civil judge of written process, confirming directors and officers, including Mr. Alboe,

confirming the appointment of Mr. Strong, and also issuing a litany of injunctions against Mr. Alboi, and we heard the Supreme Court Justice testify if that he fell in with the law. There was a second conflicting state court, which the state court itself removed or dismissed, in which a federal court in Mexico City also said is not applicable.

And so I think the great irony of this kicks your eye is that Mr. Albor's argument is well at a stay because I have these corporate governance rights in Mexico. Courts in Mexico that are considered this issue. Bankruptcy court, a state court, and I've been consistent in the entire time. There is an injunction

from the state court in Mexico that was sought by the debtors using a local Mexican council that is very clear and I would encourage the court to read that it's in this free court justice declaration at paragraphs it's 160-2 in the document paragraph 7 and 26 and 27 those two pages of that April 4th order are critical. It flat out states that Mr. Alvore and a number of other individuals are relieved of directors and officers. It states that Mr. Strong is the independent director and it states that Mr. Albor should not one, two, three, four five. Isn't the remedy to go and to say he's doing one, two, three, four five? There could be a remedy here too. Absolutely. But, but in terms of mandatory getting to stop,

making sign something isn't it that court that could really get that to happen and it's my understanding that's in progress absolutely see the way the way I look at a court your honor is and this is coming from somebody most of my practice in the last 25 years is then cross-border restructuring primarily in Latin America and the idea is this is that chapter 11 is a wonderful tool because you have the National Board 1334 where property of the estate includes all assets of the debtors wherever local. Number two, we have this wonderful door in the sense that we have an open door policy to foreign debtors you can file here as long as you meet the eligibility

requirement. And even though your assets and liabilities are overseas, because you're part of this corporate group that is filed in Delaware and York or wherever you're going to administer you as one bank of system, far more efficient than trying to administer one corporate group in three or four different groups. So we have these wonderful tools available to us in the United States. The automatic stay, the worldwide, practically speaking, trying to enforce the automatic stay in the foreign countries in other sense.

Some countries have adopted the model law force of them. Mexico nations that make it require the debtors instead went to these civil court injunctions if you were. When you read those injunctions from the April 4th order, they kind of read like, an explanation of the automatic threat. And that was very, very intentional because we know that simply trying to enforce

the automatic state in Mexico is not a reason. But here's the thing. This court absolutely has personal jurisdiction of Mr. Albright. That's undisputed. On information in Belief in Strasbourg on substantial property in the United States. And it is not uncommon law for U.S.

bankruptcy courts to use their power of contempt to enforce the automatic stay against someone who lives in another country, provided that they have personal jurisdiction over them. And so there is a way for this court to compel Mr. Al Gore and you know is sitting in the next door. Now, does that mean we're going to rely on this court entirely and not pursue rights and remedy the next time? Of course, we're still going to pursue rights to remedy the next door and better. but it's part of the overall arsenal, if you will, to ensure compliance, so that things that happened last week don't happen. That's the problem. Your Honor, I'll deviate from, you know, my plan's script a little bit,

but I was shocked, and I assumed before it was as well. I heard this morning was, when Mr. Edwin Gonzalez, two months while we've been in Chapter 11, Mr. Edwin-Henzals is providing regular reports to the CBO, and as he heard from Mr. Brady this morning, those reports were not shared with the doubt. There is a practice and a pattern for, quite frankly, extraordinary relief.

I've had to ask for relief and stay violators before. Another point like this, I think you're honest to correct to ask some of the questions about the order, whether or not it's really you have the authority to do all this, and I think we can modify the terms of the order in the way to account. but while it is extraordinary relief that we're requesting it's an extraordinary situation with this bankruptcy case got on sound footing or else I'm really concerned about the path forward as I mentioned the interim dip is almost exhausted that

the first petition members are working with the debtors on a new dip whether it's on a basis or on a final basis sixteen hundred employees nearly two million visitors a year. $2,000 in fact. When most parks bundled into this estate because otherwise we're asking expenses of the parks in Mexico.

And so, in this case, quite frankly, we were all hopeful that once the case would file, or you'd just go in the right. And you're absolutely right now. It's not all on this part. We also have rights and memories. They have to go to courts in other countries?

I don't mind if you know. I'm just looking at the practical effect of what I can do. And that's all. Sure. And I think if... I can enter all kinds of orders. And the question is, what's the effect of them? With respect to paragraph four of the order, which is the...

I think here's a challenge, right? Thanks to this court, the first day of the case, we actually received... So, quite frankly, this was trying to assist Mr. on board and telling him what he needs to do if you were to read these in sort of the converse if you would right so look at you know for example we know that he has directed employees not speak with their way he could bring himself into compliance with the other than staying and so quite frankly the intent of this was not to seek injunction injunction for which this court might because I'm a little concerned that if you have specifics,

and if the court decides that that's what it has to do, like I'm very soon. No, I think specifics are good. And in the case where I entered a specific order of what the consensuous acts were, but there I had the marshals who could go out, who I directed to go out and get the property because it was in the United States.

So I had an order, a general order, then a more specific order, and then I sent the marshals. And so I think a specific order is actually probably required to some extent before I hold someone in contempt, which I'm not adverse to doing, and as I said, I've done before. but what I haven't done, for example, was require the person who was in contempt to take a particular action. I don't know that it's, maybe I can, but I need some authority for that. Sure, you know. And I think, you know, perhaps just using a little bit of psychology here, even if terms of could do is simply what's to stay while.

is some specificity and then the obvious inferences we need to stop doing those things or undo those things in order for the course of penalties. For example if I look at paragraph 4B in Mr. Alvora to counter sign written communications to bank and the other financial institutions to finish what the debtors have already started in terms of the real question is where's the money which is not in those bankers money. In that paragraph C permit the CRO the person says he made designation access to the headquarters and records they're in. I think it's, I think I've heard some remarks in Iran and

pitch you down the market at the same time. Maybe some of the dispute, the evidence in the record is headquartered. Even if this court wants to recognize that there may be a dispute as the status in a building, but who owns it, who's leasing it, you know, does the debtor still have a possession of the right to one of the Mexican law? It doesn't matter, right? The debtor's books and records are in the property of the estate, of control of the law. And so I think it would be useful in that building into the issue of who owns it, if they

they stay in place, et cetera, et cetera. Paragraph B speaks to Edwin Gonzalez is continuing to. By and see you've been sending to Mexico, they fixed that. One person could look at, and so maybe what this means then is that in the entry sentence, paragraph four, maybe instead of shout. we can work on some language that says something in order to gain compliance with the automatic standard of the violation of the paragraph F is pass words but just you don't speak just briefly for a moment these actions have cost of course of the reason essentially have three no fees and costs and are

willful not someone who didn't get notice of the chapter 11 this is this is as willful as a gap second substantial harm while we stay there is suffering as a result. It's not just increasing, upsizing the size of the dip, but it's also on the other side. We're in the process of the debtors are in the process of retaining to see how much loss and value that we think as a result of that. So you couldn't. Coorsive harm. So there's three in order to compel compliance, which is, you know, pretty common.

So it's three-fold, Your Honor. It's the fees and costs in connection with the second. Nothing else, Your Honor. We'll see you have any questions. Thank you. Good morning, Your Honor. We will be brief. Adam Landis from Landis, Raffton Cobb.

I'm here with Mike Neumeister from the Coley firm, my co-counsel. He's been admitted for Lof Beach. We represent certain majority equity holders in one of the enterprises and Mr. Neumeister would like to I'm just clients interested in it.

Let's take 10 minutes. I represent the majority shareholders and directors of TDC Leisure Holdings LLC. TBC Leisure is not a debtor in this bankruptcy, but is the direct parent of debtor investor in the LLC. Specifically, my clients are John Olson, Scott Olson, Mike Wood, Donna Casualist, and Sabard Burroughs. Collectively, they own approximately 57% of the equity in this business. And so I'm not bearing the lead. and support the debtor's motion.

Your Honor, notwithstanding my client's substantial owner's position, they have not been a part of any of the decision making with respect to the legal proceedings in Mexico or in this court. In fact, we've learned about the control door if he's court of position multiple weeks after it's filing. Your Honor, I'm just going to have to get out of the council about this before. My objection is simply if he's got a get that he wants to join,

so we had an evidentiary referring to were not a part of it. I would simply state I would reject it. factual evidence that I've been able to test it and properly these people. Thank you. I'm just going to hear it, but I'm not going to consider it evidence. Thank you, Your Honor. The Board of TDC ladies are holding

who have given no prior notice of and do not be sent to the file on the deck and hold of the petition. Similarly, our clients are not made aware of these Chapter 11 cases in the last day were filed. Notwithstanding all of this, my clients believe in and care about this business. They are focused primarily on ensuring the safety in care of the animals, animals and I'm finding a path to maximize the value for safety. Your Honor, we believe that Mr. Straub and Mr. Wagstaff

staff provide the best opportunity to realize these goals. These companies in these cases require stability, transparency, and proper rate to recapitalization. This is as evidence as ever with the most reason dolphin death, if my clients are very concerned about it. And we agree with, Your Honor, that divided governance is simply not working. We believe that stabilizing the companies and providing for the protection of the parks animals their best to achieve the least Chapter 11 cases and the

Mr. Strong and Mr. Lack staff having control of the companies and giving access to all information and processes. Your Honor, in sum, the company's majority have to be over-supposed to motion. They support Mr. Strom and Mr. Lass staff having the access they needed. My clients are eager to help however they can and we hope that the Chapter 11 shatters

their grant of the lease necessary to state law. Thank you. Thank you. Thanks all. Thanks all, Rainsstallman, the Trell proposed council to the official committee of unscured creditors. In addition to myself on the Zoom call today, is the other proposed co-council to the official

committee Munstered credit, Christian Savio. In addition, the Montserid Crater Committee is seeking for the team for the partner to the financial advisor. They're also on the call, Nicholas Rubin and Adam is, Your Honor, the reason I stand is we have filed rejoinder to the Derrudeau's motion at docket number 195

and we fully support the question because we believe and the very necessary here. So, Your Honor, I'd like to begin by stepping back to briefly review how we got here. Your Honor, it's undisputed that Dolphin Group faced severe financial difficulties. Negotiations between the note holders and Mr. Albor on behalf of the Dolphin Group

were extensive, but ultimately unsuccessful. As a result, Control Adolphin filed its concurso-Mercant until proceeding in Mexico on December 30th, 2024, and the Mexico court entered its precautionary measures on January 28, 2025. This facts well supported by the record. However, almost immediately, disputes arose regarding corporate authority. The note holders argued that control the door often lacked corporate authority to file the Conquerso Mercantile.

Mr. Albor, however, maintains that proper authority existed. Interestingly, while the corporate authority issues could have been raised immediately with the Conquerso Mercantile Court, mercantile court the note holders chose to wait this dispute intensified when the note holders orchestrated the March 28 2025 shareholder resolutions that they claim authorized the board flip and resulted in the installation of the independent director mr. strong and also authorized withdrawal from the concur some mercantile mr. Alborg contends these resolutions are invalid and they're currently being challenged before the 10th civil court of Mexico City the court

with exclusive jurisdiction over these matters. Days later, Mr. Strong filed these jointly administered cases. Mr. Albo disputes the authority of the independent director to withdraw the Control Adolphins' concur some mercantile proceeding, pointing out that the Controlled Doradoer Dolphins' center of main interest, Comey, is in Mexico, and that Mexican law and not U.S. bankruptcy law should govern that particular proceeding. The corporate authority issue has been moving forward in Mexico, but is Mr. Oskis testified, and nothing has changed since, even with the new orders, none of these

are final. They're not final, but there are orders. They are orders, Your Honor. And the orders in place to date, as I understand the testimony, they were Mr. Strong. They do. We can see that. I simply point out that it's a little different in Mexico, as I've been learning, as well, that when you get these orders that, for example, are both the April 4th order and what

they refer to the April 11th, we refer to April 10th, we refer to April 10th, we're ex parte orders that have precautionary measures that are put in place. but they can be tested through the court system, and that's what's happening. In fact, happening fairly rapidly, I think, the Mexican courts. For example, if you think about when we first came here for the first time that we had a hearing, a lot has changed since then. If we'd had a hearing that day, for example, a lot of borders have been entered since then. So I think that we've kind of been borne out with respect to waiting a little bit

and allowing clarity to form in Mexico has been a little bit helpful, I hope, I think, with the court. But, Your Honor, so as we discussed, the case was entered, and as for Mr. Albor's involvement in this case, since his appearance, Mr. Albor through his counsel, immediately reached out to debtor's counsel to discuss how to provide identified records required under 524E and has offered to provide supervised access to his facilities. Indeed, Mr. Albor has had a protocol prepared that can be part of any order entered by the court, but we do anticipate that will be needed. to be negotiated and I'll talk about that a little bit more. A lot of prints in negotiations. Gotcha. But at bottom, Mr. Albor has been willing to provide books and records to the debtors and he has been doing so.

And he has availed himself of the Mexican court process regarding the corporate authority issue and has not asked this court to opine about what the Mexican court orders mean other than with respect to his expert under Rule 44.1, just as the debtors have done. But I think Mr. Albor's actions, and by the way, just to take a step back for a minute, you'll notice one thing that they mentioned that we don't talk about the stay, they don't talk about the converse of mercantile. And I think it's because, from our perspective,

Your Honor, there's been no point in this case where we have argued that we don't believe that the stay applies. What we tried to argue is that we're trying to find a way forward with respect to the two motions that were before you, right? The first was a first-day-or- which was a motion to turn over records pursuant to 524E. Your Honor, Mr. Albor was in violation of that order before he even got into the case by the terms of that order. So when he did get into it, the first thing he did was reach out through me and my co-counsel to try to figure out a way how do we start working on this and we asked them, can you at least tell us what it is that you want?

Okay, which was, I think, a pretty simple request. Ultimately, they did that, but it took another week or week and a half for that. to happen and after we'd already had a hearing but they did provide a list we were not only did we provide documents we were probably provided responses for those documents that we did not provide and said that either it was delayed or it was coming the next week or whatever the issue was and please let us know if you have any issues with respect to that so that we can address them because frankly your honor as counsel i need to be aware of what the issues are because sometimes i have to lean on my client to do what he needs to do right so that's why I asked for those

particular things but what they were asking for is a little bit different your honor and that's that comes when you start coupling in the stay really or the state enforcement motion the turnover motion is very specific with respect to records the stay enforcement motion is clear that they want control and that was an issue that was being adjudicated in the Mexican courts at the time and we simply asked your honor to allow the Mexican courts to deal with that issue why we provide the records under the it stays in place here and if and how is it that mr. Alboar's directing employees

not to communicate with mr. Strong is not a violation of so with respect to that your honor I have seen the emails with respect to that and I will also tell you that we also at the depositions of mr. Wagstaff and mr. Strom asked what else are we looking at here there is the one email to I saw the emails are very clear they're very clear I believe they say what they say I believe mr. Albor meant what he meant and they're very clear and what has to happen is every employee has to be able to communicate with with mr. Strom mr. Wadsdenck and whoever they direct him to please it just has to happen how is that not a violation of this day

right and what I would say your honor is that when that came up as these sort of things happen and we become notified of it then we have the opportunity to interject ourselves and say you can't do that it can't be piecemeal it can't that's the problem it can't be piecemeal it just needs to be blanket well I think the issue your honor the blanket communication I think the issue your honor is from mr. Albor's perspective is that what he was trying to suggest is that communication doesn't have to be with every single person because no business runs that way you have You're right, but it needs to be with whomever Mr. Strachman

and Mr. Wadstaff think they need to speak with, and whoever they think needs to report to them. And Mr. Albor may think that's a different group of people, but it's not who he thinks. It's who Mr. Strom and Mr. Wadstaffing. I understand. But just to continue with my presentation, make a record. Sure, absolutely.

So for their part, the Mexican courts have been working diligently. They've issued a flurry of orders that sometimes favor Mr. Albor. in the case of the April 10th order, but in other instances, and most of them, they do favor the debtors, and as I said, that they're not final. And recently, I will say that the debtors did utilize

the ex parte and preliminary order from April 4th to at least get the Mexican bank accounts frozen. The precautionary set forth in that order included the ability to seize bank accounts, and those issues are being challenged, including an appeal whose admission was requested with suspensive effect. That would aim to halt the enforcement of those measures.

That appeal is expected to be admitted in the coming days, and if it's accepted would suspend the effect of the precautionary measures and therefore prevent creditors from accessing the bank accounts, especially since the appeal could be resolved in Mr. Albor's favor and thus revoked the April 4th order. And how is that not a violation of the case? Well, Your Honor, that's what we go back to, okay, so if they have rights that they are veiling themselves of, and they've told you that.

We're availing themselves of our rights and responsibilities, rights and, well, let's just say they're rights in Mexico. But I think it's kind of counterintuitive to say that they can avail themselves of their rights, but there's no response on the other side. Isn't that a question of then asking for relief from stay to be able to respond? And I think responding is different than taking affirmative act. So if Mr. Strong is taking some action, then should Mr. Alba will be able to descend it? Absolutely.

So that can be worked on. But in the meantime, a case has been filed through Mr. Albor has not challenged in this court, the filing of that case. So the automatic stay applies. I hear counsel recognizing that it does, being candid. and so now if you were down the street in the Superior Court it would be no different or in the Chancery Court it would be no different either come here for relief from stay to take those actions or take them here but we'll take it we'll take it totally totally get

the point your honor what I would say about that your honor is number one we do recognize and remember this has been kind of a moving issue where we've tried to comply while reserving the right to deal with the corporate governance the extent we can and addressing the immediate issues that the court had addressed, which was taking charge of employees and making sure the dolphins were being fed and cared for. So that is the context of what we were trying to do initially. I will say we certainly understand the issue with respect to coming to this court to the extent we understand the court's going to issue order. Remember I told you we're going to get there with respect to we understand that and we want to

work cooperatively to get that so that you don't have to feel like you have to issue a compulsive order that's a little iffy that could be appealed because I think we can get there. But let me get there, Your Honor. So, Your Honor, Mr. Albor recognizes the practical reality as it sits today. Control the door is currently locked out of its bank accounts, and without access to accounts, it cannot pay employees or assure the welfare of marine animals. Well, let me ask this practical question. Are there, the parks are open, right?

Yes. Okay. And so visitors are coming. And as I understand it, from the testimony, it's high season. So what's happening with the daily pill? So good question. Here's a couple of things that I would say about that. Because frankly, I want to know two.

Number one, this issue with the bank records came in after the evidentiary hearing. So I don't know. I haven't seen what's in those accounts. I heard them say what they think is in accounts, but I've seen no evidence with respect to it. Therefore, I can't either respond to it, nor can I prepare my client to explain what are we looking at. Because at some point, he will have to, right? But we're not there yet.

All I can tell you, Your Honor, is that with respect to him being locked out of the bank accounts, that's a practical reality, which means that he wants to make sure that the employees and the dolphins are taking care of, and so how do we get there? Obviously, an order needs to be entered. I'm sorry, Your Honor? I assume he's open some other bank of me. What are you doing with the money that comes in every day? But that's a problem.

I'm going to have box. I mean, where is it? Right, but that's a problem with assuming at that point, right? Because I really don't know. And so I don't want to put, I don't want to, I'm not going to get out in front of my skis on that. I definitely hear the point. I'm just saying we don't know because he is not able to speak on that because this is a fast-moving issue. In fact, I believe he's having to go to Mexico City to deal with some of these issues today with his attorneys.

But in any event, I will say, notwithstanding the fact he's not going to be able to pay employees or take care of dolphins for very long, they have been paid the employees, and the dolphins have been cared for at least right now. That cannot continue in the future. It just doesn't make any sense. So that is a practical reality that we all have to accept. Mr. Albor accepts it. But the other thing that he wants to make clear to the court, Your Honor, and wanted me to make sure that I can date this, is that he is deeply committed to the welfare of the dolphins and the employees.

He's built this business over the last 27 years to provide unique experiences for the public. And he understands he must live with the current state of affairs, and the lesson until a Mexican court reverses the April 4th order. And therefore, he's willing to work with the debtors to ensure a smooth transition of operations so the employees are paid and the animals who cared for. However, the draft order submitted by the debtors and the note holders is not a cooperative framework. It's punitive. It's one-sided.

And in our view, designed to humiliate Mr. Albor rather than foster a smooth transition to protect all stakeholders. And he had actually given me an analogy, Your Honor, that I'll share with you. I'll put him to modify it a little bit. But there's the history, right, where Caesar was marching on Rome. and rather than risk Rome falling and falling through destruction pumping in the Senate left. And so his view here is he doesn't agree with what's happening, but he knows that he has to cooperate to protect the business, to protect the employees, so he doesn't want to see Rome burn, Your Honor.

And that's the practical reality he's in. And I'm just trying to convey, Your Honor, there's been a lot of talk about him. And, you know, it's easy to make a boogeyman out of it. them it's easy to point the finger at the guy that's not in the room for all that's happening with the dolphins and as you pointed out we can sit here all day long and play the blame game but at the end of the day we need to look how are we going to move forward here your honor let me assure you that I understand that this was mr. Albois baby there is no question that it was his business and he built

it and it was successful and he expanded it that's the testimony I heard from him and I believe that. And then, while there may have been other factors, the pandemic hit, right? And everything shuts down. And that may not be the only factor that contributed to the financial challenges. But it was a big one just like it was here

in the United States generally. And for this type of business, where one day people are coming in the turnstile the next day they're not so i understand that and i want mr albord to know i understand that but then there becomes a time at which the financial distresses it some lenders have their rights they exercise their rights and we are where we are you're right and that's that's a reality that we accept too so we have to deal in reality and to date The operation does not seem to have the work.

So does Mr. Albor have another form of order that he wants me to do that's not this one? Here's what I would suggest, Your Honor. You've already pointed out some of the issues that we've certainly identified with the order. What, I'm not just suggesting one way there, I'm just suggesting a potential pathway to deal with this, Your Honor.

What I would suggest, and I think it makes a little bit of sense, especially because it needs to be retooled on some level is for them to do that send it to us we can redline it and try to work amongst ourselves on the things we can agree with just like I've done with competing orders before a lot of it we're probably going to agree on some of it we're not and I think when we get to that point you can give us a short lease to do this your honor and then submit the competing order so that you can take a look at where our you know pressure points are with what we're willing to do and what we're not I will tell you

on a global basis, what Mr. Albor is willing to do is obviously he knows that he's got to turn over books and records. Now, the practical reality of his building is that he does have his personal stuff in that building, and there are other business operations in there. So it's not the typical thing, Your Honor, when you have an issue with respect to, you know, what you typically have with the turnover of books and records, where you get the keys to the building if it's the landlord's building. but you do get to go in and get access. I've been on those sorts of, all through my career.

Well, you've got to go and you've got to go to access. You bring your copy people. You take whatever records you need. But it's curated in that there's somebody supervising you and watching, so you're not going over into the server. And remember, there was testimony about the fact that Mr. Albor keeps his stuff on his separate server. So I think it's fairly easy to do. It's just, it needs to be stage managed and just hasn't happened yet.

But I do think it can. And I think in the context of an order, there's probably an appropriate way to do it. So my suggestion would be that after I get done making my record and you're going to tell us what your view is, and I don't think there's going to be a lot of mystery about where a lot of that's going, Your Honor. We're certainly clear-eyed about that. But I do think that from Mr. Albor's perspective, and I think even from the debtor's perspective and certainly the note holders, preserving the value of this enterprise for whatever it is at this, going to do, whether it's to sell non-court assets or whether it's going to be sell it to

somebody that can operate it as a Dolphin Park or whatever, you don't want to damage that business. And of course, they're going to stand up and say, Mr. Albor is the one that's damaging it. Well, Mr. Albor says that they're the ones damaging it. It doesn't get us to a resolution. And it doesn't get us to a way that you, as the bankruptcy court, can preserve the value of these assets for the estate. We are where we are now. And I think that we've certainly, and I think you've been very good in giving us an opportunity

to have at least a little bit of leeway to see what's going on in Mexico and get an explanation. But if that, it's okay, I'm going to get back to my remarks here, but I think that's where we should go with respect to the order, Your Honor. Your Honor, while the note holders do point the court to a bevy of authority regarding the scope and effect of the automatic stay, None of them really speak to a case like this exactly where you have an insolvency proceeding that was started in Mexico,

where precautionary measures, or the stay, if you will, was violated, certainly in our view. And then a separate insolvency proceedings started here in the United States where the automatic stay, and our view has been used as a sword, not a shield, because the intent is to do what the Mexican courts are not able to do, right now or what they cannot get the Mexican gorks to do yet, which is to take control of these operations for Mr. Albor. Remember, Mr. Albor knew about the issues with respect to the financial distress, negotiated for months. He will say that the note holders walked away. They say that Mr. Albor was being uncooperated. They didn't get a deal. That's the reality. So when you don't do that, what are you supposed to do? Mr. Albor took control Adora, which you have heard, they've admitted,

that over 60% of the assets and business are in Mexico. That's Comey. Filed a concussal mercantile to deal with it. That was the appropriate place to do it. It may have been an appropriate place to do it, but the testimony I have from Justice Luna is that the precautionary measures did not preclude the lenders from exercising their pledge rights

because the stock was in a trust. So that was in my march, but I'll jump to that. So Mr. Oskos also testified about that. And Mr. Oskos gently tried to provide a counterpoint with respect to what Justice Luna provided. And I think we're all impressed with Justice Luna. There's no doubt about that. I think I'm pretty impressed with Mr. Oskoskos too.

I didn't know him before this, but as a co-author of the model, went to trial, I mean, that's pretty amazing. And, you know, his, number one, he tried to distinguish the fact that, as Justice Luna said, the case, the concurso mercantile was dismissed, he made clear, no, actually it was withdrawn, and there is a, there's a distinction between those two under the law, and he explained it, that a dismissal requires a finding that this is not a valid conquerso, it is dismissed as opposed to a withdrawal, which is, I have authority, I'm the one that filed this,

I don't want it in concussive anymore and now I'm withdrawing it and that's what happened. But that's just a tough to sort of that sort of precautionary. It is. I'm simply pointing out there were a couple of things that he gently tried to redirect because we certainly all respect Justice Linner. I'm simply pointing out that with respect to the trust. He also talked about that and that this is not a common law trust. This is a what he called, I think, a warranty trust and explained how that worked. And then the issue becomes the default and what happened. with respect to the default notice of it. Now, we know that they have a letter of default.

We've seen that. The issue is, Your Honor, I've seen the correspondence and the envelope coming back that they didn't get that until May. So well outside of the time frame they were supposed to get it, which is one of the issues. You talk about original sin. The original sin, Your Honor, was this concurser was filed,

and what happened at that point was, instead of dealing with the issues of control at the Conquerorsel Mercantile level, you're going to be filed a motion to dismiss at the Conqueror mercantile level and never waited for it. They didn't wait for it. So they end up filing for Chapter 11, and it's a bypass of the Conquerorfermercintel. In our view, forum shopping, Your Honor,

because it was Mexico was where this was started. And you can refer to it. Well, it's a valid place. It was the place where the insolvency proceedings were started. That's a fact. So the issue of whether the Conquerso Mercantile was filed properly, whether it was dismissed properly, it seems to me as an issue for a Mexican either insolvency court

or in the interesting way that they deal with it down there, the civil courts, because they don't have this exclusive jurisdiction with the bankruptcy court to deal with a bankruptcy issue, which is strange to me, but here we are. And that's why the 10th civil court entered those orders, ex parte on both sides, but now that's moving forward and moving forward rapidly, Your Honor.

But even having said all of that, we're beyond that at this point because we don't have access, or at least we're frozen out of the bank accounts, that is forcing us to have to acknowledge that we need to, you know, we don't want to just turn over the keys. We think that would be disruptive

to the employees and disrupted to the animals. We don't think that's in anybody's interest to do that. And Mr. Albor has committed to me that he's willing to work on a transition so that you meet with Mr. Waxap and his staff and talk about who the vendors are or whatever, but a transition process, because that's what adults do. They'll argue he's not an adult.

I already know what their arguments are. I'm telling you the differences, Your Honor, is that he has very competent counsel right now guiding him, trying to explain to him what his rights and obligations are because we don't want him to get in trouble, Your Honor. We don't. and to the best of our ability, we're trying to make sure that that happens. So it's not where you have this renegade loose cannon that's just doing whatever he wants to do at this point.

We want to see an order that does provide guidance. I actually like that framing for Mr. Keenan with specifics, but I think we can negotiate a lot of those specifics amongst ourselves because responsible adults that know that they need to enter into a transition can get those. They'll be skeptical. I get that. But at the end of the day. I hear that, Your Honor.

But from day one, we suggested that we at least get a protocol with respect to access to the building and start training over records. They will tell you, we don't like the fact that we've gotten what we've gotten or that we've gotten it too late. Documents have been provided, Your Honor. And in those instances where they are, we have asked them to tell us what you don't like about that. I'll give you an example. One of the things that they've asked for, I can't remember exactly what it was, but they want. like a weekly report or something. Well, they don't create weekly reports like that,

and I mentioned that even in my response, 5442 doesn't require that. It requires you to turn over a record that's generated that's made in the ordinary course, but you don't have to make something out a whole clock. I agree, because I just illustrate the issue that on a just go-forward basis, Mr. Strong wants certain reports.

Mr. Alba does and create. those reports if Mr. Strong had access to all the information he could generate those reports he could ask the debtors employees down in Mexico to generate those reports so doesn't that just illustrate the problem two separate issues on that one of them was respect to 542 and turning over records that exist the other as is what I think you're pointing to which is we're entitled to access to those books and records and we make a bit what we will. My only point is, Your Honor, is that we've gone in stages here. We had two separate orders that we were addressing. We responded

to both of them separately. And with respect to the books and records, what I've tried to do is say, okay, look, put the corporate governance issue over here for a second, and let's deal with this issue of record because you know you have got to provide copies of books and records. That's been very clear. The court was very clear about that, and we tried to do that. But for example, when I talk about the fact that he doesn't create weekly reports, it doesn't mean the reports don't have the information. And in that particular case, people are coming up on the end of May, and the report would be a month-end report, as opposed to a weekly.

So it's not that he's being deliberately obstructionist with respect to that, and to the extent that they think he is, I want to know about it. I'll give you another example. It just may be that a monthly report is not good enough to be able to stay on top of the finances, the employee obligations, and the, and the, and the, and maybe it was historically when everything was going well for Mr. Albor but maybe it's just not now. I understand the point, Ron. I do. Okay, let me try to get through this here.

So I did want to point out that from the outset Mr. Albor has been acting in good faith, guided by Mexican Council, to protect the company and its assets for what he perceives as an illegitimate takeover. consistently emphasized cooperation, providing information under Section 542E, while allowing the Mexican courts to adjudicate the governance dispute caused by their conflicting orders, Your Honor. I'm not even sure how you'd want to wait into that, but they made conflicting orders, the same judge. And so the issues are complex. The parties have obtained conflicting ex-party orders and paro proceedings, and even the debtors themselves shifted from lying on their Mexican counsel to hiring a former Mexican Supreme Court justice as an expert on Mexican law while Mr. Albor had to engage

a leading cross-border insolvency effort, and co-author of the Uncissetral model law, reflecting just how complex these issues are. The note holders argued that the March 28th resolutions legitimize their actions, but those resolutions remain under challenge in the tent civil court. And if declared invalid, the debtor's withdrawal from the concurring to more-continental to less, but I get your point. That's not where we are today. Moreover, the debtor's reliance on Mexican court orders is misleading.

Under Mexican law, these orders are not final. They remain subject to appeal revocation and constitutional challenges, which are the imparos. And until those processes conclude, as Mr. Oscos testified, they cannot be treated as binding by this court. Importantly, the Mexican insolvency court lacks jurisdiction to decide the validity of the March 28th resolution. That issue is properly before the 10th civil court. Thus, any reference by the Mexican insolvency court to those resolutions cannot bind the court. Now, I know your Honor saying, well, how are you testified about what the Mexican court can do or do not? That's precisely the point.

I can't. The Mexican courts can, but my Mexican counsel are telling me emphatically that that's the issue, and I simply raise it to, once again, explain how difficult this can be. I went through all of the debtors and all of the note holders' cases, Your Honor. all of them. And one thing that I noticed is that some of them were a little bit more on point than others. I thought like Edisto, Bello,

those were fairly helpful with respect to corporate governance issue. But one thing I noticed about those cases, Your Honor, is that each one of them did not have the situation here where a foreign insolvency proceeding was started, then the U.S. bankruptcy was initiated, and there was a corporate governance dispute

regarding the ability to even go into the bank court. Nortel is another good example where you had, you know, the U.S. Bankruptcy Court issued rulings with respect to Nortel, and the administration was filed in the U.K. And then you had a court-appointed administrator that was taking actions. And in that case, once again, as with all of them that I saw, you had the U.S. Bankruptcy court was the first with respect to the insolvency proceedings going. Here, the concursor was the first. And you've heard scant anything about the concusser

and work until. You don't even see it referenced hardly in their filings. I would suggest there's a reason for that because that's a difficult thing to get around because none of these cases are that scenario. But interestingly, and this goes to my point of why we should work on an order together, the Nortel Court was dealing with a lot of very complex issues,

not just in the UK, but worldwide. I think Nortel is like a phone manufacturing. But what the court said that I thought was interesting is with respect to the stay violations, it ordered them to go to mediation. And the court's view of it was it's just churning up, and I'm paraphrasing right now because I don't have a photographic memory. But basically what it's saying is you're going to go to mediation because if you guys are going to fight about every little thing that's going on here without getting to a process that you can work with, it doesn't make any sense for anybody. So you guys go try to work some of these issues out. I'm not suggesting mediation here.

I'm suggesting working together with respect to a form of order that has the simple protections that we're requiring or asking for to protect his personal stuff. That's all I'm asking for. And none of the coercive stuff, because I think you hit upon a good point with respect to the orders. I'm getting a little bit out of... This is probably a good time as any.

I don't think your honor has the authority to be ordering people to do X. You can punish people for not doing X, but telling people you have to go do, you have to sign documents or you have to do whatever. I think that's problematic. And I think that the easiest way to deal with that of what I would typically see is that if you feel like there's been a violation of the study, you'd make those findings, and then there's an opportunity to purge that content, right? That's at least the normal way that I would see it. So whether we do it that way, or whether we do it the way Mr. Keenan suggests, which is providing a roadmap, which I'm not hostile to, not.

I think it gives clear direction, because otherwise, I think you're left with a very unclear issue of what is it he's supposed to do. I'll give you a great example, Your Honor. Let's look at the proposed order in paragraph 4E. This is just an example. I'm sure they'll fix it on the next round. But what they want Mr. Albor to do, or to agree to, is to send emails or similar communications,

inform and substance reasonably acceptable to the CRO to the vendors, suppliers, and other business partners, or stakeholders, as a CRO may reasonably designate, and copy a CRO in such persons as he designates on such emails and communications. So my first question is to say what? To do what? That's a really open-ended thing. And so what I worry about is an order like this, Your Honor, where we haven't agreed to what those parameters are is simply, it's just a trap, Your Honor, and I just don't think it's appropriate. But anyway, so let me get back into here.

So, you know, the note holders have argued that they didn't violate the stay because the precautionary measures didn't impact their ability to take control of shares. You heard that a little bit more today. But Mr. Oskoskos testified that the trust is a Mexican warranty trust there is not a full transfer of ownership and the required default procedures

weren't properly followed and even if the know-holders believed that the concurso mercantile was improperly filed that did not excuse their obligation to respect the precautionary measures much like we're hearing today if there's a stay in place it's in place the interesting thing in the concurso mercantile that I find in the way is it unlike here we have an immediate stay and you know we get these free file you know fire filings all the time where you get in just to get the stay just to stop everything to get your breathing room.

It's not that way in Mexico. There was a gap between December 30th, 24, and then January 28. And during that time, just massive amounts of documents have to be provided to the Conquerso-Mercantil Court to ensure that to the Conquerso-Mercant-Till Court's satisfaction that it is evaluated filed better.

It's a little bit different. And then it issues the precautionary measures, and that's what happened here, Your Honor. So I don't want to lose sight. of the fact that, you know, it's called something different, but I think it has a similar intent, and it started there first. And so, in my view, when you talk about original sin and why this is a little bit of a different situation, I'm not saying to say that the state doesn't apply. I think it requires some kit gloves with respect to how to resolve this dispute between

these parties. There's obviously emotion, you know, to varying levels, Your Honor, but at least from my perspective, if you know, I didn't know these people before I got involved, and I try to look at things objectively too. And try to look at how do we move forward and get to a position where all parties are going to feel like justice has been done, at least with respect to their rights. They can disagree about a lot of things, but having things imposed on them when they don't have an ability to say anything back or to have these open-ended provisions requiring them to do things that don't say anything other than, in my view, a trap is difficult. And while I say while the debtors have been successful in getting control of doors, bank accounts locked,

Mr. Alborg does acknowledge this reality, but he does still remain willing to cooperate, providing electronic records, and allow access to physical records, so long as appropriate safeguards to protect his personal non-debtor records are in there. and just trying to not go over the same things twice. But let's talk about comedy for a second, Your Honor. I think we're a little bit beyond it, but I do want to talk about it for just a minute. I heard it said by counsel,

and I can't remember which one at the moment, but they said that we were demanding the comedy be applied. You said in our papers, Your Honor, that we acknowledge as we must, that comedy is a doctrine. that is something that the court can consider that you're not compelled to do anything you were clear about that but what we said was we believe these factors auger in favor of you doing so that's what we said and it's up to the

court to decide what it wants to do at that point and the reason why your honor and I think mr. Osco's kind of exemplified the problem in his testimony and you actually mentioned it a little bit earlier when you talk about I can enter any order I want but what's the effect of that if you have an issue where there's a question of whether your order is going to be accepted in Mexico because of these issues then that causes a real problem from mr. Albor right because Mexico courts say that this is not something we have to listen to but yet if he's objected himself to the person at jurisdiction of the court here because of business in the United

States or whatever he's caught between a similar and Caribis he's forced to comply and give up rights they might otherwise have And so that to me is something that just requires some kid gloves and not simply just smashing him and saying, you violated the stay, it's willful, and now we're going to not only deal with damages, which by the way, Your Honor, they're referring to damages going back to when. You don't have any evidence of that. They were going to have to get an investment banker anyway. Are they claiming that?

They were going to have to give a dip loan to protect their pre-petition debt anyway. Some of us have been doing this a long time. We know what roll-ups are. We know what they're going to do to protect their stake in a bankruptcy. They were going to do that anyway. I haven't had a chance to take any discovery about what these particular charges were for. So I think it's a little bit premature, and I think I understood Mr. Keenan, at least, to be saying he wants a hearing later, maybe.

But if we do that, I need to take discovery with respect to that, just like we would in any other fee issue. And that would be all I would ask for that. But one thing I did want to mention, and I think it was brought up by Mr. Keenan in his presentation, is I think it is important to point out the security agreements are governed by Mexican law, right? And we had brought up the specific language section 909

in the pledge agreement that said, for all matters relating to the interpretation and performances of this agreement, the parties hereby expressly and irrevocably submit to the applicable laws of Mexico and to the jurisdiction of the competent courts of Mexico City and expressly and irrevocably waive any other jurisdiction that may correspond to them by virtue of their respective present or future domiciles, the location of their assets or for any other reason. I think that's pretty clear. I actually looked for a copy of pleasure in that. I couldn't find one in English.

If I'm missing it, I will appreciate it. I will provide one for you. It is. I saw it as an attachment to the security agreement or the guarantee agreement. I think it was one of ours, Your Honor, and it might have been a composite where it's probably behind a sheet right behind the Mexican version, or the Spanish version. But if you don't have that, your honor, we'll be happy to provide you with them.

When we get done there... I can get that for you, Your Honor. So, Your Honor, this isn't a question of the court validating foreign rights. It's a matter of respecting the jurisdiction of the sovereign court with primary and plenary authority over domestic Mexican entity. And as Mr. Albor's expert, Mr. Oskos, has a pine. Mexican court's not in New York law choice of law provision and no purchase agreement control the corporate governance under Lex Societatus principle.

I don't remember what that means, but that's what he said your honors the debtors argue in their motions that expedited relief was required because of the threat of immediate and irreparable harm to the marine animals and you heard the testimony mr. strong and lax staff did testify that they were taking care of their dolphins and feeding or paying their employees you've also heard this tragic issue with respect to the dolphin samira under their watch But it may be, but they're not getting, the vet is not communicating with them.

And that's an issue. I don't understand that at all, why that has to be an issue. To me, I accept that Mr. Albor is concerned about his business, it cares about animal welfare. And in that event, differences have to be put aside, and that vet needs to be communicating directly with Mr. Strong. I don't understand. So, Your Honor, in the exhibits that you've got today, and I believe that the other's exhibit for the continued hearing. This is just to point you to it, Your Honor.

I think you go to tab K. If you look at tab K, you'll see on the top. Below it is the first email you'll see from Robert Wagstaff to Guillermo Sanchez, where he wants to talk at the earliest convenience. And then you'll see below that there's emails from... from Guillermo to Edwin and some other Kelly Fishpock and Eduardo with respect to the report. And you also see in the Robert Wagstaff email

to Guillermo Sanchez, you see some other people. I don't know who they are, but Michael Pinnett, Riveron, and Stephen. Oh, that's Stephen Strong, okay. But in any event, you'll see their direct communication between the Chief Veteran Air Officer and Mr. Wagstack, the CRO. So.

And that's going to continue. That will have to continue. We concede that point. Remember, Your Honor, I'm trying to navigate some real hard issues here to get practical resolution to this dispute. It's really what I'm trying to do. But that will have to continue. I will say that the only thing I referenced with respect to what happened before is typically this chief veterinary officer talks with the veterinary staff at the individual parks,

and Edwin is supposedly, from what I understand, in charge of those U.S. parks that he's involved with those communications too. But going forward, just as you see here, there's communication going on with Mr. Wagstaff and I will represent it will, because it has to continue. Yeah, I'm just trying to speed this up now.

So in context, Your Honor, and I think this is more with respect to dealing with these issues of trying to sanction and be punitive to Mr. Albor. Number one, he has, in charge, that his employees have been paid throughout all the parks in Mexico, which there are a lot, as you heard. He has been making sure his marine animals have been paid. None have died. And he's cooperated with the debtors from providing documents and access consistent with his obligations under 542E and is committed to continue to do so.

And I will be pushing him to do that young. And to the extent document deficiency exists, I would hope and expect that counsel would let me know so that I can intervene and do something about that. And I'll give you a perfect example. With respect to this issue, with respect to the blocking of the chief veterinary officer, I got an email last week from debtor's counsel saying that he's continuing to block the chief veteran officer from the wrong staff. I immediately wrote back and said, who tried to contact him because when I talked to Mr. Alboe and said, what are you doing?

You can imagine what I did, Your Honor. You don't have to have a lot of imagination. I immediately go to my client, like, what are you doing? and he was emphatic that he is talking to the chief veterinary officer the chief veteran officer is talking through his reports and also with respect to mr gonzalez with the individual parks that's always the way it's been done our understanding is mr gonzalez works for the rumor on people so whatever's happening at that level i don't know but i can tell you the response from mr albord so i said what when was the contact attempted what was said who was it did it so that I can address it because if somebody is doing that with respect to Mr. Albo or his staff anywhere down the line we needed to stop it I did not get a response to that yonna I sent and I tried to explain the reason why I wanted that information was because I'm trying to deal with issues as they come up because that's my job and I don't think playing gotcha helps anybody

and that's how I feel about these sort of things if you've got a problem or there's non-compliant clients or I find out that my client is telling me something, but I'm hearing that something else is going on, we're going to have a come to Jesus meeting. We have to. But I've got to know what's going on. I can't act on it if I don't know about it. So I'm just pointing out that that has got to be the process going forward. But there's an issue I need to know about it so that I can address it because Mr. Albor has committed to me that he wants to try to work to these issues cooperatively as best he can, but also preserve his rights. which brings us to the issue of certainly to stay.

Now, I would argue, Your Honor, you've already heard that they want him to withdraw his filings. I don't think that's appropriate. I do think he should be able to defend himself from actions where they're taking this order and forcing on him to do things, and it's not fair that he can't defend himself. So I would say, Your Honor, there's nothing before you,

or there's nothing in a motion for stay-relief that you're going to see that's any different. from what you've seen already. And to the extent that Your Honor is willing to entertain it, I would make an Ory Tennis motion to allow him to at least proceed with his personal emparros, those issues with respect to his constitutional rights. I'm not suggesting that he has the right

to do anything for control or dora dolphin once they take control. But I do think you should be able to defend himself from those particular actions because otherwise, he just sit there and getting pummeled and he's not allowed to do anything in return. and I don't think that's really fair. And also with respect to Mr. Albor's status,

I think it's kind of important to point out. They refer to him as being like a .003 interest holder of control of door it often. But there's two things I want to point out about that. Number one, Mr. Albor was not acting as a .003 minority shareholder with his action, who's acting as a CEO of the company with a board that is responsible to. So, number one, number two, with respect to his status all the way up at the TDC parent level,

where you actually heard counsel talk about the other shareholders, that they have 57%. Mr. Albor is the single largest shareholder at the TDC level, and remains so today. So it's not like he has no interest in the success of these particular operations. The issue has always been one of control, and that he was being forced to see control, And as we talked about, I think, in one of the earlier hearings, Your Honor, the issue for him was that late into the game with respect to the negotiations, they demanded that he had to resign or go away from management. He took it to the board.

The board has questions, and at that point in what he tells me, communication ceased. So he didn't even give them a no. He said that the board had questions about that, had an issue with respect to the corporate governance, and needed to talk to it further. But I think the financials would pretty much agree to. Although there were some blanks. I understand there were blanks on terms,

interest rate, things like that. But a lot of that had gotten there. So I think it's important to understand that context you're on there. And I think I'm not in any way suggesting that the note holders don't have a right to pay back their money. I represent creditors all the time. And I'm not suggesting that they did not try on some level to get compliance with the terms that they wanted.

I'm simply stating a fact that they didn't get there. and ascribe and blame one way or the other, it's that he said, she said, I don't think it's helpful at this point, but I wanted to give context for the intent in his mind, which I will concede. The state doesn't care about your intent. I know the law on that you're on.

Okay, that's not really what this issue has been about and the narrow lane that I've been trying to show the court because I realize the complexities, and I'm trying to get us to a point where we can get an order that we can all live with. And I think the easiest way to do that, at this point is if we have an opportunity to take the order and we can put in some provisions see where we go with that and when we disagree we give it to your honor as a competing order

at least that's what I typically do you in Florida and then you have the ability to put in what you believe is appropriate I'm just going to shift to my just responses about some of the things that I heard in the other arguments there was a comment made by debtors council for example example about the Barajas declaration you know that a lot there's this admission by mr. Barahas that the April 4th order was affected in that very same declaration your honor it says that the April 10th what they refer to April 11th was affected too at that point they were both ex parte orders obtained from the same court and he was simply stating that what was at play at

that time was that both of them were effective so it's you know I don't want to say disingenuous but it's it's not quite the full story to say that we conceded that the April 4th order was affected. Both of them were. So that's that. I will agree that we have not asked this court to determine anything about Mexican law. In fact, we've been very clear.

We think the Mexican court needs to deal with Mexican law. And this is an interesting thing. With respect to the NPA had some section in it that said that there was a lease until 2030. We don't have any evidence before us, why that is. I could explain to you at least what's been told to me, but I will tell you at the end that didn't happen. And because of the fact that they were in such financial distress.

So what happened was the leases, the two leases, and I have provided them to Debtors' Council, both in Spanish and English. I did not provide them to you because evidence is closed. But they're very clear that the termination ended in December of 2020. with no renewals or anything like that. There may be an issue with respect to whether there is some kind of holdover tendency or something like that under Kentanoo law.

But I don't think there's any law anywhere that says you can hold over and not pay rent. And no rent's been paid. So that is an issue that will have to be addressed to the extent that they want to stay in that building or do whatever. And I'm not even sure that's available. I'm just simply pointing out that that those leases are pretty clear on that point. And there was a comment made that access was flatly rejected, not true on it. We have said over and over again, both in our papers, both in our communications with counsel,

that we would allow for supervised access such that Mr. Albor's personal documents are protected. We'd also talk about reasonable hours, you know, because we're going to need to be there too, because it is not a possessor and interest of the debtor. That doesn't mean the books and records on it. What I'm saying is if you want to get into that space to look at that stuff, just like with any other issue with respect to books and records, that you want to copy or access and view, that you do under 2004, for example, you're going to have to figure out when you're going to do that.

You don't just show up any time. Then you're going to find it would be. It could be, Your Honor, but people will be there, but we need to at least spell that out during working hours. That would work, right? But we can put that in. And I would like the opportunity to do that. We need to real quick because some of the stuff I've already talked about.

Oh, there was a comment made that when they came into the case that they had no records and no books. That was the definitive statement they said. But the testimony of Mr. Albor, and in fact, Mr. Strong and Mr. Strong and the lab staff at their depositions, is that there are books and records at the actual sites where the dolphins are. they say they don't know what they don't know that there might be other stuff but they certainly have some records so to say that they have no records is just

it's not true and it's belied by the evidence before the court and we're trying to provide more we already talked about the issues that we have with the proposed order yeah and the other issue your honor is look I think I think it behooves everyone especially with the high bond rate of this case is that that if we can get a process together where we can agree on the majority of the provisions that we have in there and then maybe come to the court for those that don't, it makes it a lot less likely that that's the kind of order that would be appealed and cause costs to continue and going forward. People don't get to appeal what they agree to. So I think giving at least an opportunity for the parties to try to come up with something and allow you to call the balls and strikes on what we don't, I think is a probably pragmatic approach.

suggesting what you should or shouldn't do I'm just simply saying that's something that I would offer might be a way to do it because right now the order that at least the way it's currently drafted there's no way he doesn't violate it on day one because it's just vague and it requires them to do things I don't think the court has the authority to do almost done wrong and just by way of response mr. Keeney gave some explanation about what he believes that the security documents say, what they do. There's documents, I think, speak for themselves, number one. And I think that we've already had testimony with respect to what was at issue in this case. And that was the issues

with respect to the Mexican law. You do not have before you, as you brightly pointed out, the dispute over what happened or whether it was right or wrong that hasn't been teed up before you. So while I understand from his perspective he wants to tell you what that is I don't think it's evidentiary and basis oh and you know the issue as I talked about with respect to the bank accounts I think I mentioned it earlier you don't really know I would like to see that I imagine it's going to be an issue that's going to come up to you sooner or later but it's not before you now you just have pronouncements without any evidence to back it up it's an evidence

closed so I think it will get teed up for you at some point I just don't think it's up front of you today and I would just caution the court not to make assumptions about what you haven't seen in evidence because there may be an explanation for it you'll remember with respect to the 47,000 dollars mr. Albor had explained that that was at the end of the month and they'd already paid all the bills and things that they needed to do and the court will take that testimony for what it wants with respect to the strength of that testimony I'm simply saying that's an example where there might be an explanation that it can provide

I think I talked about the issue with respect to damages on, with respect to any sanctions. And I think with that, Your Honor, I think I'm done with my presentation. Thank you. Good afternoon, Your Honor, for the record, Paul Keenan from Bacon McKenzie on behalf of the note holders. I'd just like to make three points in rebuttal. It will be very brief, Your Honor. First, as a former naval officer, I was delighted by the analogy to Skilla and Carrividus. And so I'd like the illustrator to be.

That's the assistant. That's right. That's right. On the one hand, let's pretend Skila is the Mexican legal system. On the other hand, Carrivda's is the U.S. legal system. The safe passage through this skill and Correthus for Mr. Alboor is to comply with the orders in Mexico coming out of their legal system and to comply with bankruptcy code and hopefully soon the orders coming in.

assume the orders coming out of the U.S. legal system. We have an April 4th order in Mexico that removes Mr. Al Boer and others as directors and officers. It installs Mr. Strong and it includes a litany of injunctions against Mr. Al Boer with respect to the company. That is the law of the land as we sit here today in Mexico and we had nothing less than a Supreme Court justice from Mexico testified.

much second with regard to the concourse of mercantile it's been dismissed the concourse of mercantile has been dismissed now mr. Albor may not be happy that it was dismissed he may be able he might continue to appeal the dismissal but as we stand here now the concursal has been dismissed and I don't think that this court should supplant its judgment second mr. Albor's counsels are arguing that they want nothing to more than to protect the business and care about how inclusive that Mr. Albor was received me of course during the last two months of conditions of the animals in Panama City.

The business financially, he was just represented that Mr. Albor is running for the payment of the employee. So let's take a step back and look at this. Twelve parts of Mexico, 1,600 employees, 1.7 million visitors a year. And that's the most important takeaway, I think. All the depositions that get lost in hours and hours of testimony and hearing, Mr. Al Gore, through his counsel, is attempting to negotiate the terms of his compliance with the United States. But Mr. Al Gore is not a director.

But Mr. Al Gore is not an officer of any of the director. Mr. Al Gore is not a week. And Mr. Al Gore, a percent shareholder. And so what we have here this morning in the way, is we have someone who's a minority shareholder, who's a former CEO of director, trying to tell this court, because we still have someone, he doesn't believe that the automatic stay-appointed has a former place. And it is not the law, that the Bank of the Court must stand by,

while party engages in a collateral attack on the automatic. The U.S. Federal Court, the State Court, is wrong and it's dangerous. Mr. Albor has shown open contempt for the note purchase agreement, for the cash collateral order. for the authority of this court. He's tried to sell assets. He ignored the court's injured. He interfered with communication.

He was confirmed he has no right to access to bank accounts. His rights belong to his property. Did Mr. Albor run the business, feed the animals, pay the employees. Banks have been ordered to $47,000. It was at a low point last month. Guess what? We just got a report at the end of the last week. How much money is in the account?

About $47,000. It was not a low point, or I guess there's another low point. Yet Mr. Albor continues to interfere with communications just to serve Mr. Albor's person to be in the campaign. And it's company-wide and it's completely inappropriate. So, Your Honor, Mr. Al-Bore says that he wants to assist, or his counsel says he wants to assist with a transition, a smooth transition of operations. Talk doesn't put price.

Been able to proceed for a significant amount of time because Mr. Al-Bore is continuing to interfere. His testimony was absolutely false. absolutely false on this point he testified that he would provide access to records also false when Riveron followed up the specific requests on May 23rd an email to all of the executives saying let's discuss consistent with mr. Albor's testimony that he's willing to communicate with us let's pick a time we will come to Cancun we'll have that discussion we want the following list of information to be topics for discussion was there any response no there was no response whatsoever

In fact, what happened after that was that Mr. Alboer or somebody on behalf of the Controllator of Dolphin once again shut off Riveron's ability to communicate with the dolphin company. He went the opposite direction. It doesn't sound like somebody who's ready for some new transition. And it's only now when the bank accounts have been shut down and he realizes that he does not have the ability to continue to operate that. He's suggesting that is this great sort of broad gesture that he's going to turn to him. No, Your Honor, we don't believe it. It's not been the past two months. You'll tell us anything that he's going to continue to fight.

And, in fact, he is Friday night. He sends an email to the board members in Jamaica saying, I have removed the independent director, Mr. Burroughs, and the company better not spend any more money fighting the email for this. That was the email. It's in the record. And yes, Mr. Moon said, there are now comments. conversations with the chief veterinary officer.

Those conversations have happened after two months, two dead dolphins, millions of dollars of costs. Too little too late, Your Honor. So yes, we're happy to have a discussion about the terms of the order and to ensure that the terms of the order are consistent with what Your Honor can do. But to suggest that Mr. Al-Bur is going to have a change of heart in how he's intended to proceed here. We don't buy it, Your Honor. Mr. Al Bore's campaign of active interference is an ongoing violation of the stay, and it needs to stop. I'll say just a couple more things. The better who will operate this business in the ordinary course.

The better who will comply with the dip, they'll comply with the cash collateral. They'll file schedule. They'll file so forth. They'll report assets and liabilities publicly. They'll file operating reports. They'll file motions when necessary to take actions outside the ordinary course. And will provide notice to all parties and interest, including this. Mr. Al Boer.

Your Honor, that's how Chapter 11 works. And counsel argues that Mr. Alboar is willing to agree to terms by which there is this smooth transition of operations, as Mr. Keenan said, I presume that he's in the driver's seat. He's not. The fiduciaries of this company are Mr. Strom and Mr. Wagstaff. The bankruptcy court provides them powerful tools. It provides for global reorganizations. It provides for assistance that could help us resolve the serious challenges here.

We have lenders, thankfully, that are willing to fund that process. The price of those tools is transparency, oversight, and due process. That's the deal. It's a deal that protects everyone, including Mr. Al-Bore. But it only works if the fiduciaries who are entitled to operate this business, consistent with the terms of the Mexican orders, have the authority and have the information to do so. And Mr. Al-Bore's suggestion that as a deposed CEO and a minority shareholder, he could be allowed to continue to operate or make decisions or dictate the terms and the timing and the extent of access to information threatens the integrity of the process.

Your Honor, it jeopardizes our ability to carry out a responsible and coherent restructuring, and that's why we're asking, Your Honor, to act. With respect to violation of the stay and the access to documents under 542B. But as I've already expressed, I have concerns over this particular order. And I'm willing to enter an order because, as I understand from the testimony, I think the experts are in agreement that the current state of play in the Mexican courts is that Mr. Strong and Mr. Waxna, the current CRO, the debtor, and I understand that it's not a final order. order and that the matters can still be contested, but this is the current state of play.

And to the extent I think of comedy, I'm going to give recognition of the current state of play in Mexico, certain of Mr. Albor's actions have clearly violated this day, including blocking account, blocking access to the bank accounts blocking access to the headquarters and books and records there that are that belong to Controlled Dora Dolphin obviously not their personal records directing employees of the company not to communicate with Mr. Strong and Mr. Ravsta and by frankly not permitting Mr. Wadstaff and Mr. Strong to run the operations on a daily basis. I say all that, again, recognizing that Mr. Albor believes he has a legitimate corporate government's dispute. That particular dispute hasn't been brought in front of me.

Could have been by a motion to dismiss the case, but Mr. Albor had chosen to exercise with remedies in Mexico. I don't have a judgment on that. I simply recognize that. And therefore, this stay is in effect, as I believe now Mr. Albor recognizes based on representations of counsel. I do have concerns, as I expressed,

about this particular order and my authority to order Mr. Albor to take affirmative action. versus a recognition of the violations of the stay and a listing of the ways in which the stay is being violated. And quite frankly, it's probably not possible to list them all. So I'm willing to enter a form of order, including with respect to a civil sanction

in the event that Mr. Albor fails to complete, with the order that I'm going to enter and damages, if any, will be left for another day. But I'm also willing to give the parties 48 hours to submit an agreed form of order. That's a short period of time, short on purpose, except focus, coming to an agreement if there can be one. We don't necessarily view permitting Mr. Albor to some ability to influence the order as having him negotiate the automatic stay. I do not view this as a negotiation of the automatic stay. But this is, in my experience, a somewhat unprecedented situation, and I think cooperation on the transition, could be helpful. But it's 48 hours. And then if there's no agreement, I need to see the debtors

order obviously revamped. And I consider an alternative form of order. I'll certainly review it. As I indicated last week, I wanted authority for my ability to enter the form of relief that I was going to be requested to enter, and at least at this point, I don't have to have to be. value for the way the current post-form of laborious structure. Let me say this too. It's only been a week since we had our hearing, I believe. We lost a dolphin and I don't want my delay to create that situation again. Obviously it didn't happen overnight because the deterioration of the facilities,

the deterioration of the health of an eight-year-old dolphin didn't happen overnight, but Samira could accept we could have saved her because of communication. That's on all of us. Before that, that's what you are.