You are on page 1of 16

FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO.

450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

SUPREME COURT OF THE STATE OF NEW YORK


COUNTY OF NEW YORK
-------------------------------------- X
In the Matter of the Inquiry by LETITIA JAMES,
Attorney General of the State of New York,

Petitioner,

Pursuant to Article 23 -A of the New York General


Business Law in regard 'to the acts and practices of Index No.: 450545/2019

iFINEX INC., BFXNA INC., BFXWW INC.,


TETHER HOLDINGS LIMITED, TETHER
OPERATIONS LIMITED, TETHER LIMITED,
TETHER INTERNATIONAL LIMITED,

Respondents,
in promoting the issuance, distribution, exchange,
advertisement, negotiation, purchase, investment advice
or sale of securities or commodities in or from New
York State.
--------------------------------- --- -- X

AFFIRMATION OF BRIAN M. WHITEHURST IN SUPPORT OF


THE OAG's OPPOSITION TO RESPONDENTS' MOTION TO DISMISS

BRIAN M. WHITEHURST, hereby affirms, under penalty of perjury, as follows:

1. I am an Assistant Attorney General in the Office of Letitia James, Attorney

General of the State of New York ("OAG" or "Attorney General"), and am an attorney admitted

to practice before the courts of this State. I am familiar with the facts and circumstances of the

OAG's investigation of iFinex Inc., BFXNA Inc., BFXWW Inc. (collectively, " Bitfinex"),

Tether Holdings Limited, Tether Operations Limited, Tether Limited, and Tether International

Limited (collectively, "Tether," and together with Bitfinex, " Respondents").

2. I submit this affirmation, along with exhibits, based on the examination of records

and documents contained in the files of the OAG, including but not limited to materials provided

to the OAG by Respondents in connection with the OAG's ongoing investigation. This

1 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

affirmation is submitted in support of the OAG' s opposition to Respondents' Motion to Dismiss

and for an Immediate Stay (hereinafter, "Motion to Dismiss").

3. Certain material contained in the documents that are attached as exhibits to this

Affirmation have been redacted in order to protect the identities of certain non-party individuals

or entities, or to protect confidential personal information in accordance with Rule 202.5 of the

Uniform Civil Rules.

EVIDENCE REGARDING RESPONDENTS' CONTACTS WITH NEW YORK

4. In the course of its investigation, the OAG has collected evidence relevant to

Respondents' contacts with New York concerning matters under investigation.

5. In its subpoenas dated November 27, 2018, and in the Ex Parle Order Pursuant

to General Business Law§ 354 (hereinafter, "354 Order"), the OAG sought documents and

information relevant to its investigation dating from January 1, 2015 to the present date.

Attached hereto as Exhibit A is the OAG' s November 27, 2018 subpoena to Bitfinex. Attached

hereto as Exhibit Bis the OAG' s November 27, 2018 subpoena to Tether. Attached hereto as

Exhibit C is the 354 Order.

6. Some of the evidence collected in the OAG' s investigation to date regarding

Respondents' contacts with New York is set forth below. The OAG has additional evidence

regarding contacts between Respondents and New York, including a substantial number of

documents which would not be practical to submit to the Court as attachments to this

Affirmation. The OAG also has additional evidence regarding Respondents' contacts with New

York that is not submitted in order to protect aspects of its ongoing investigation.

2 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

New York and United States User Access to Bitfinex and Tether

a. Bitfinex

7. In the Affirmation of Stuart Hoegner, submitted in support of Respondents'

Motion to Dismiss, Mr. Hoegner states that "On or about January 30, 2017, Bitfinex banned New

York customers from transacting on the platform pursuant to the Company's Terms of Service."

8. The OAG's investigation is concerned with, among other things, the activities of

Respondents and their operation of the Bitfinex trading platform dating back to at least January

I, 2015. Accordingly, the use of the Bitfinex trading platform by New York customers prior to

January 30, 2017 is within the relevant time period of the OAG's investigation.

9. Additionally, documents obtained by the OAG in the course of its investigation

demonstrate that Respondents did in fact allow customers located in New York to transact on the .

Bitfinex trading platform after January 30, 2017.

10. For example, attached hereto as Exhibits D and Eis correspondence from 2018

between Respondents and a virtual currency trading firm located in New York. Attached hereto

as Exhibits F and G is correspondence from 2018 between Respondents and this trading firm

regarding the creation of accounts for offshore vehicles, on behalf of which New York-based

employees would continue to trade. Based on information gathered in the course of the OAG's

investigation, this trading firm subsequently conducted significant activity on the Bitfinex

trading platform through at least early 2019. Exhibits D, E, and F were not produced to the OAG

by Respondents following the Court's order directing production of materials relevant to

personal jurisdiction.

11 . As another example, documents provided to the OAG by Respondents also

establish that in October 2018, Respondents "onboarded" the virtual currency firm Galaxy

3 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

Digital L.P., located at 107 Grand Street in New York, New York, as well as associated entities,

to trade on the Bitfinex trading platform. Compiled as Exhibit H are true and correct copies of

correspondence from Galaxy Digital L.P. and its associated entities to Respondents regarding the

onboarding process.

12. As another example, compiled at Exhibit I are true and correct copies of

documents produced by Respondents, dated April 2019, regarding the " verification" of a trader

on the Bitfinex trading platform. Respondents knew that this trader resided in, and traded from,

New York.

13. Other documents provided to the OAG by Respondents demonstrate that

Respondents knew traders on the Bitfinex platform were located in New York, were consistently

accessing the Bitfinex website from New York, and were conducting their trading activity from

New York, from at least 2017 through mid-2019.

14. For example, attached as Exhibit J is a spreadsheet provided to the OAG by

Respondents, showing log-ins by a professional trading firm on the Bitfinex trading platform

from November 7, 2017 to May 4, 2019. The identity of the firm, the firm's individual IP

address, and other potentially identifying information have been redacted. The information

contained in the document demonstrates that the trading firm accessed the Bitfinex website

consistently from "New York, US," and did so as recently as May 4, 2019.

15. The OAG has obtained additional evidence that the Bitfinex trading platform has

been available to New York-based traders at late as 2019. In order to protect aspects of the

OAG's ongoing investigation, the OAG is willing to provide that evidence to the Court in

camera.

4 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

b. Tether

16. According to the Affirmation of Stuart Hoegner, submitted in support of

Respondents' Motion to Dismiss, "As of November 23, 2017, Tether ceased servicing U.S.

Persons, including United States individual and corporate customers." He further states that

"The Tether Terms of Service state in pertinent part [that ... the] following Persons are

prohibited from depositing to, or withdrawing from, any Digital Tokens Wallet on the Site ...

any Person that resides, is located, has a place of business, or conducts business in the State of

New York ..."

17. The OAG's investigation is concerned with, among other things, the activities of

Tether regarding its servicing of New York and United States customers dating back to at least

January 1, 2015. Accordingly, Tether's servicing of New York and United States customers

prior to November 23, 2017 is within the relevant time period of the OAG's investigation.

18. Additionally, Tether's Terms of Service did not specifically prohibit redemptions

of tethers by individuals or entities in New York until November 27, 2018 - one year after Mr.

Hoegner states that "Tether ceased servicing U.S. Persons."

19. Attached hereto as Exhibit K is a web-archived version of the Tether Terms of

Service, version dated November 27, 2018. The OAG believes that this is the first date on which

the Tether Terms of Service specifically prohibited New York individuals or entities from

redeeming tethers.

20. For purposes of comparison, attached as Exhibit L is a web-archived version of

the Tether Terms of Service, version dated January 3, 2018, which is after the date that Mr.

Hoegner stated that Tether ceased servicing New York or U.S. persons. That version of the

5 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

Terms of Service does not specifically prohibit New York individuals or entities from redeeming

tethers.

21. The OAG's investigation has determined that a number of Respondents' trading

firm clients, with offices in New York, have transacted in tethers in significant quantities

throughout the relevant time period, including as late as 2019.

22. The OAG's investigation has also determined that as late as 2019, Respondents

entered into at least one written agreement to loan tethers to a New York-based virtual currency

trading firm.

Respondents' Relationships to New York Financial Institutions

23. In December 2017, Respondents opened accounts at New York-based

Metropolitan Commercial Bank, and transacted in those accounts thereafter. During that time

period, transactions were initiated in those accounts by a senior executive of Respondents located

in New York.

24. Compiled at Exhibit M are redacted versions of certain account opening

documentation for Metropolitan Commercial Bank, including business account checklists and

correspondence to Respondents confirming account opening. The correspondence was not

produced to the OAG by Respondents following the Court's order directing production of

materials relevant to personal jurisdiction.

25. In February 20 18, Respondents opened accounts at New York-based Signature

Bank and transacted in those accounts until at least April 2018. During that time period,

transactions were initiated in those accounts by a senior executive of Respondents located in

New York.

6 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

26. Compiled at Exhibit N are redacted versions of certain account opening

documentation for Signature Bank. These documents were not produced to the OAG by

Respondents following the Court's order directing production of materials relevant to personal

jurisdiction.

27. From approximately June 2017 to October 2018, Respondents transacted in

accounts at Noble Bank, a division of Noble Markets LLC ("Noble"), which was headquartered

in New York. During that time period, transactions were initiated in those accounts by an

executive of Respondents who was located in New York.

28. The OAG' s investigation has determined that in December 2017, Respondents

made a several-million dollar investment in an affiliated entity of Noble called Noble Talents

LLC. The OAG has reason to believe that Noble Talents LLC was operated by Noble executives

from New York.

29. Compiled at Exhibit Oare redacted copies of email correspondence between

employees of Respondents and employees of Noble, as well as Noble's counsel, regarding

Respondents' investment.

30. The OAG's investigation has also determined that in 2017, Respondents entered

into several "sponsored pool agreements" with Noble and third-party virtual currency trading

firms for the purpose of settlement of virtual currency transactions in U.S. dollars. In certain of

those agreements, Respondents agreed to the following New York choice-of-venue provision:

But, for the convenience of the parties any and all disputes hereunder shall be resolved
exclusively in state or federal courts within the State of New York in the Borough of
Manhattan and the parties hereby accept the existence of personal jurisdiction over them
in such jurisdiction and agree not to assert that any such court in the Borough of Manhattan
is an inconvenient forum.

7 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

31. Attached hereto as Exhibit P is a redacted version of correspondence between

Respondents' General Counsel Stuart Hoegner and a third-party virtual currency trading firm. In

that correspondence, Hoegner is discussing the trading firms' edits to a draft version of a

sponsored pool agreement. Among the edits proposed by the trading firm was the addition of the

trading firm's New York address in the "Notices" provision. Mr. Hoegner reviewed and agreed

to the revisions.

32. Attached hereto as Exhibit Q is the final, signed version of the sponsored pool

agreement discussed above.

Respondents' Relationships with New York Virtual Currency Entities

33. The OAG's investigation has determined that in January 2019, Bitfinex opened a

trading account with a New York-based virtual currency trading firm. Compiled at Exhibit Rare

redacted versions of email communications between this firm and Respondents from January

2019. These documents do not appear to have been produced to the OAG by Respondents

following the Court's order directing production of materials relevant to personal jurisdiction.

34. Tethers are traded on the virtual currency trading platform Poloniex, which is

owned and operated by Circle Internet Financial, which is licensed by the New York Department

of Financial Services.

35. Tethers are traded on the virtual currency trading platform Bittrex, which was

open to New York traders until April 2019, when its operator was directed to cease operations in

New York by the New York Department of Financial Services.

36. The OAG's investigation has determined that at least two virtual currency tokens

currently listed for trading on the Bitfinex trading platform are issued by New York-based virtual

currency companies.

8 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

37. Attached as Exhibit Sis a redacted copy of a chat transcript between

Respondents' founder and Chief Financial Officer Giancarlo Devasini and a representative of a

trading client in New York concerning that client' s repeated requests for a cash withdrawal in

late 2018 and early 2019. This document was not produced to the OAG by Respondents

following the Court's order directing production of materials relevant to personal jurisdiction.

Other Relevant Evidence of Respondents' Connections to New York

38. The OAG's investigation has determined that from 2014 until at least 2018, one

of Respondents' most senior executives, who was also one of their largest shareholders, resided

in and conducted work from New York.

39. The OAG's investigation has also determined that, during the relevant time

period, several individuals or entities that are located in, and do business from, New York were

shareholders of Respondent iFinex Inc.

40. In 2017, Respondents engaged Friedman LLP to conduct a review of the tether

cash reserves. Friedman LLP is an accounting and advisory firm with offices in New York, New

Jersey, and Pennsylvania. Certain of the activities related to the engagement took place in New

York. The result of Friedman LLP's review of the tether cash reserves was published to the

market on September 28, 2017, and was available to New York users of the Bitfinex trading

platform and New York holders of tether.

41. Attached hereto as Exhibit Tis a true and correct copy of the "Tether Analysis

Report." A redacted version of that announcement remains available on Respondents' website

and is accessible at https://tether.to/announcement-transparency-update/.

42. In 20 18, Respondents engaged Freeh Sporkin & Sullivan, LLP to conduct a

review of the tether cash reserves. Freeh Sporkin & Sullivan, LLP is a law firm with offices in

9 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

New York, Washington D.C., and Florida. The result of the review was published to the market

on June 20, 2018, and was available to New York users of the Bitfinex trading platform and New

York holders of tether.

43. Attached hereto as Exhibit U is a true and correct copy of the document published

to the market. That document remains available on Respondents' website and is accessible at

https://tether.to/wp-content/uploads/2018/06/FSS 1JUN 18-Account-Snapshot-Statement-final-

l 5.I UN 18.pdf.

44. The OAG's investigation has determined that in late 2017 Respondents retained

New York-based firm SW Public Relations to be its "PR Agency of Record" in order to, among

other things, make public statements on Respondents' behalf regarding the operation of the

Bitfinex trading platform and the cash-backing of tethers. SW Public Relations represents that it

is located at 230 Park Avenue, New York, NY 10169.

45. Attached as Exhibit Vis true and correct copy of a press release, dated December

1, 2017 entitled "SW Public Relations Named Agency of Record for Bitfinex."

46. Attached hereto as Exhibit W is a true and correct copy of email correspondence

between Stuart Hoegner, General Counsel of Respondents, and employees of SW Public

Relations, regarding a proposed meeting in New York City in November 2017.

PURSUANT TO THE COURT'S DIRECTION, RESPONDENTS HAVE PRODUCED


OTHER MATERIALS RELEVANT TO PERSONAL JURISDICTION

47. Pursuant to the Court's direction to produce documents and information relevant

to matters of personal jurisdiction, Respondents made seven productions to the OAG consisting

of 14,347 documents. The last such production was transmitted to the OAG on July 3, 2019.

10

10 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

48. Based on its initial review, the OAG believes that 2317 of the documents

produced by Respondents are duplicates.

49. As of this filing, the OAG is still in the process of completing its review of the

documents recently produced by Respondents pursuant to the Court' s direction. Based on the

OAG's review to date, the productions include documents establishing that the Bitfinex trading

platform was used by a significant number of individual "verified" New York residents from

2015 through at least 2019.

50. The OAG understands that "verified" users of the Bitfinex trading platform

include individuals who have submitted at least some personally identifying information and

documentation to Respondents in order to transact in U.S. dollars on the platform.

51. The OAG's investigation has determined that users of the Bitfinex trading

platform can also be "unverified" - meaning that Respondents did not collect personally-

identifying information from the user that would allow Respondents to know the identity or

location of the user. The OAG understands that "unverified" users of the Bitfinex trading

platform can buy, sell, and exchange virtual currencies.

52. To date, it appears that Respondents have not produced documents or information

to the OAG regarding those "unverified" accounts, including information regarding any

individuals or entities located in New York.

53 . Finally, the OAG' s initial review of the jurisdictional documents recently

produced by Respondents suggested that Respondents have on several occasions contracted with

vendors and other entities operating from New York, during the relevant time period. The

OAG's review of those materials remains ongoing.

11

11 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

RESPONDENTS' "INITIAL EXCHANGE OFFER" IN MAY 2019

54. In the last week of April 2019, reports began to emerge on social media and

elsewhere that Respondents planned to engage in an " initial exchange offering." Respondents

claimed that their "initial exchange offering" would result in the issuance of virtual currency

tokens traded under the symbol "LEO." Respondents represented that they "commenced on May

8, 2019 to sell up to 1 billion USDt of newly-created [LEO] tokens," and that by May 10, 2019,

they had "completed a private sale of 100% of outstanding [LEO] tokens in exchange for 1

billion USDt worth of Bitcoin, USO, and USDt."

55. Compiled at Exhibit X are true and correct copies of public statements by

Respondents regarding their "initial exchange offering," dated May 10 and May 17, 2019,

respectively.

56. Compiled at Exhibit Y are true and correct copies of statements posted to

Twitter.com by Respondents and an employee of Respondents regarding the "initial exchange

offering."

57. Attached hereto as Exhibit Z is a true and correct copy of a document entitled

"Initial Exchange Offering of LEO Tokens For Use on iFinex Trading Platforms, Products, and

Services 05.08.2019," dated May 8, 20 I 9 (hereinafter, "White Paper").

58. The White Paper includes a "Forward Looking Statement" disclaimer: "Forward-

Looking Statements. Certain statements contained in this document may constitute forward-

looking statements or speak to future events or plans. Such forward-looking statements or

information involve known and unknown risks and uncertainties, which may cause actual events

to differ materially. No reliance should be placed on any such forward-looking statements or

information."

12

12 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

59. The White Paper also states the following: "Risk Factors. Purchasing the LEO

tokens entails risks and purchasers could lose their entire purchase amount. Certain risks are

described in the Token Purchase Agreement."

60. The White Paper describes a methodology by which Respondents will purchase

back the LEO tokens issued, quoted in relevant part below:

On a monthly basis iFinex and its affiliates will buy back an amount of LEO from the
market equal to a minimum of 27% of the consolidated gross revenues of iFinex from the
previous month, in perpetuity until no tokens are in commercial circulation. Repurchases
will be made at then-prevailing market rates. LEO tokens used to pay fees may also be
burned. This excludes Ethfinex and its sub-products, as Ethfinex launched a native
platform token (NEC) in 2017, to which part of its revenues are already allocated.

In addition to the standard burning periods, based on company revenues, iFinex will have
the following additional burning events:

Recovered funds from Crypto Capital

iFine~ and its subsidiaries will use an amount equal to 95% of the recovered net funds from
Crypto Capital (described above) to redeem and burn a corresponding amount of
outstanding LEO tokens. Net recoveries will be calculated by iFinex in good faith and will
be net of legal costs, operational and recovery costs, governmental charges, and reserves
for contingent costs.

iFinex and its subsidiaries may make repurchases in multiple transactions over time in its
judgment so long as it completes the repurchases within 18 months from the day of the
recovery. For example, if iFinex recovers $250m by October 2019, the deadline for the
relative repurchase / burning commitment (of $250m LEO equivalent) will be April 2021.
It is expected that smaller recovered amounts would be utilized for repurchases within a
shorter time frame but that larger recoveries may be utilized throughout the 18-month
period to offer protection from sudden market spikes and will result in a Volume Weight
Average Price (VWAP).

61. The White Paper makes several representations about Respondents' relationship

with Crypto Capital, as follows:

In early 2015, Bitfinex established a relationship with a payment processor known as


Crypto Capital. Bitfinex strengthened its relationship with Crypto Capital in the
immediate aftermath of a service disruption initiated by a U.S. correspondent bank. In
late summer 2018, Crypto Capital represented to Bitfinex that funds in .its custody had
been the subject of a partial government seizure, although they were expected to be

13

13 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

released shortly. By the end of 2018, Bitfinex grew concerned that Crypto Capital might
fail to return funds held there, and began negotiating a credit faci lity for a secured,
revolving line of credit on commercially-reasonable terms.

BitFinex [sic] is actively working in various jurisdictions around the world to expedite the
return of these funds, and is confident in the future success of these efforts, although there
is no certainty that BitFinex [sic] will be able to recover these funds. Nevertheless, the
credit facility provides a stop-gap measure in order for Bitfinex to cover operational
shortfalls.

62. The White Paper makes representations about certain "Current Projects" by

Respondents, including the following:

iFinex IEO Platform

The iFinex IEO platform will allow qualified persons with a Bitfinex or Ethfinex account
to contribute to pre-vetted token sales directly from her personal exchange wallet. Projects
that successfully raise capital on this platform are subsequently listed on the two
exchanges, as permitted by applicable law, and token sale participants receive their
subscribed tokens in their exchange wallets. The first token sale is scheduled for June 2019.

A Licensed & Regulated Security Token Exchange

This venture will introduce an exchange platform combining the existing securities market
with the distributed ledger technology ecosystem, under the regulations emerging from
some of the world 's most important financial hubs. Through the digitization of securities,
the exchange will be designed to bring liquidity and transferability to assets. It will allow
wider investor audiences to partake in previously inaccessible opportunities and brings
wholly new assets to market. This exchange will only be available to customers permitted
under applicable regulations and will not be available to U.S. customers.

63. The White Paper further states that "This White Paper is being delivered only to

selected persons, and not through any general solicitation or general advertising. You may not,

nor are you authorised to, deliver or disclose the contents of this document to any other person."

64. The White Paper is available at https://www.bitfinex.com/wp-2019-05.pdf.

14

14 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

DOCUMENTS REGARDING SERVICE OF THE 354 ORDER ON COUNSEL FOR


RESPONDENTS

65. Attached hereto as Exhibit AA are true and correct copies of confirmation of hand

delivery of the 354 application and associated papers (Docket Nos. 1, 2-18) to the New York

offices of Morgan, Lewis & Bockius LLP and Steptoe & Johnson LLP, and the overnight

delivery of the papers to the Washington, D.C. office of Steptoe & Johnson LLP, counsel for

Respondents, on April 25, 2018.

66. Attached hereto as Exhibit BB is a true and correct copy of the Affirmation of

Service of the 354 application and associated papers in this matter.

Dated: July 8, 2019


New York, New York

Brian M. Whi
~

15

15 of 16
FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 07/08/2019

RULE 17 CERTIFICATION

I am the attorney who is filing this document. I hereby certify that this document,

exclusive of the caption, table of contents, table of authorities, and signature block contains 3896

words as counted by the word-processing system used to prepare the document.

&t!(/1~ -:-

16

16 of 16