郭文贵破产案 · ORDER · ECF #966

元数据

当事人: 郭文贵 (Guo Wengui / Miles Guo / Ho Wan Kwok)
法院: CTB
案号: 22-50073
ECF #: 966
类型: ORDER
立案日: 2022-10-13

原始法庭文件为英文，下方为英文全文。

全文

UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION In Re \* Case No. 22-50073 (JAM) \* HO WAN KWOK, \* Bridgeport, Connecticut \* October 4, 2022 Debtor. \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* TRANSCRIPT OF MOTION FOR PROTECTIVE ORDER BEFORE THE HONORABLE JULIE A. MANNING UNITED STATES BANKRUPTCY JUDGE APPEARANCES: For the Debtor, JAMES M. MORIARTY, ESQ. HK International and AARON ROMNEY, ESQ. Mei Guo: STEPHEN KINDSETH, ESQ. Zeisler & Zeisler, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 For the Creditor, Pacific STUART SARNOFF, ESQ. Alliance Asia Opportunity PETER FRIEDMAN, ESQ. Fund L.P.: O'Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 ANNECCA SMITH, ESQ. Robinson & Cole 28 Trumbull Street Hartford, CT 06103 Proceedings recorded by electronic sound recording, transcript produced by transcription service. **Fiore Reporting and Transcription Service, Inc. 4 Research Drive, Suite 402 Shelton, Connecticut 06484 (203)929-9992**

APPEARANCES: (Cont'd) For the Creditors Committee: IRVE GOLDMAN, ESQ. Pullman & Comley 850 Main Street Bridgeport, CT 06601 For the U.S. Trustee: HOLLEY CLAIBORN, ESQ. Office of the United States Trustee The Giaimo Federal Building 150 Court Street, Room 302 New Haven, CT 06510 For the Chapter 11 NICHOLAS BASSETT, ESQ. Trustee: Paul Hastings LLP 200 Park Avenue New York, NY 10166 PATRICK R. LINSEY, ESQ. Neubert Pepe & Monteith, PC 195 Church Street New Haven, CT 06510 Chapter 11 Trustee: LUC A. DESPINS, ESQ. Paul Hastings LLP 200 Park Avenue New York, NY 10166 For Verdolino & Lowey, WILLIAM BALDIGA, ESQ. Creditor: Brown Rudnick Seven Times Square New York, NY 10036

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Ho Wan Kwok - October 4, 2022 3 (Proceedings commenced at 12:05 p.m.) THE COURTROOM DEPUTY: Case No. 22-50073, Ho Wan Kwok. THE COURT: Good afternoon. If we could have appearances for the record, please, starting with the Chapter 11 Trustee please. MR. DESPINS: Good afternoon, Your Honor. Luc Despins, Chapter 11 Trustee. MR. LINSEY: Good afternoon, Your Honor. Patrick Linsey, Connecticut counsel for the trustee, and with us on Zoom is Nicholas Bassett, of Paul Hastings, counsel for the trustee. THE COURT: Good afternoon. MR. BASSETT: Good afternoon. MS. CLAIBORN: Good afternoon. Holley Claiborn for the U.S. Trustee. MR. GOLDMAN: Good afternoon, Your Honor. Irve Goldman, Pullman and Comley, representing the creditors committee. THE COURT: Good afternoon. MS. SMITH: Good afternoon, Your Honor. Annecca Smith, of Robinson and Cole, for PAX, and on Zoom we have Stuart Sarnoff and Peter Friedman of O'Melveny. MR. SARNOFF: Good afternoon, Your Honor. THE COURT: Good afternoon. Mr. Romney?

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Ho Wan Kwok - October 4, 2022 4 MR. ROMNEY: Good afternoon, Your Honor. Aaron Romney, Zeisler and Zeisler, on behalf of the debtor and HK International and Ms. Mei Guo. MR. MORIARTY: Good afternoon, Your Honor. James Moriarty, Zeisler and Zeisler, for the same parties. THE COURT: Good afternoon. MR. KINDSETH: Stephen Kindseth, Zeisler and Zeisler, for those parties as well, Your Honor. THE COURT: Good afternoon. MR. BALDIGA: Good afternoon, Your Honor. William Baldiga, Brown Rudnick, for both Brown Rudnick and Verdolino & Lowey. THE COURT: Good afternoon. MR. BALDIGA: Thank you. THE COURT: All right. I think we have noted everyone's appearance for the record. Is that correct? Did we miss anyone? I don't think so. Okay. THE COURTROOM DEPUTY: Your Honor, there's a Peter Friedman who's in Zoom but not at his desk. THE COURT: Okay. That's fine. Thank you. Mr. Sarnoff is there as well, and counsel is here in the courtroom for PAX as well, so thank you. MR. FRIEDMAN: I'm here. I'm just having video problems, Your Honor. THE COURT: That's okay.

Ho Wan Kwok - October 4, 2022 5 MR. FRIEDMAN: It's Peter Friedman. I apologize. THE COURT: No need to apologize. Thank you. All right. On the calendar today is a hearing on the motion for a protective order filed by the Chapter 11 Trustee. So I did see that there was a response. Mr. Baldiga, I saw that you filed a response on behalf of Brown Rudnick and Verdolino & Lowey. And I also know that the debtor filed an objection to the motion for the entry of a protective order. I also believe, although I could be incorrect, that the parties have been talking about some form of an order, but I don't know if there has been any agreement reached on the entry of a protective order. So, Mr. Despins or Mr. Linsey, I don't know who would like to address the protective order. MR. DESPINS: Your Honor, my partner will handle it, Mr. Bassett. THE COURT: Mr. Bassett. Okay. Mr. Bassett? MR. BASSETT: Yes, Your Honor. THE COURT: Then I'm going to turn to you. MR. BASSETT: Good afternoon, Your Honor. Can you hear me okay? THE COURT: Yes, I can. Thank you.

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Ho Wan Kwok - October 4, 2022 6 MR. BASSETT: Great. Thank you. So, Your Honor, as for the motion for a protective order, which was at ECF 874, we have continued over the last few days to have discussions with counsel for the debtor as to some comments they had regarding the protective order. I'm pleased to report that I think we have resolved their concerns with some slight revisions to the order that we had submitted. I believe one of Mr. Linsey's colleagues may be in the process of filing that right now. We did not reach agreement unfortunately on the language until this morning, so it was right before the hearing. I believe Mr. Goldman, on behalf of the committee, had one outstanding comment to the order that I'm happy to allow him address, but otherwise the -- as far as the debtor is concerned, I believe we do have agreement on an order that we could submit for entry by the Court. Your Honor had mentioned a response filed by Brown Rudnick and an objection by the debtor. I think, I could mistaken, but I believe those filings related to the separate motion that we filed last Friday that seeks an order enforcing the Court's prior privileges order and relates to the 2004 discovery that the trustee has served on Brown Rudnick. So that's separate. I'm happy to address that separately. But as to the motion for a protective order at ECF

Ho Wan Kwok - October 4, 2022 7 874, again, I think we do have agreement on that. THE COURT: Okay. With regard to the documents though that I saw that were filed, I thought the Brown Rudnick and Verdolino & Lowey response was directed to the motion for a protective order. Mr. Baldiga, am I wrong on that. MR. BALDIGA: May I approach? THE COURT: Yes, please. MR. BALDIGA: Good afternoon. Again, William Baldiga, Brown Rudnick, for Brown Rudnick and Verdolino & Lowey. Your Honor, it is a response to the motion for a protective order. But largely because I was -- the protective order motion, as well as some other recent papers by other parties, characterize the discussions or positions of Brown Rudnick and Verdolino & Lowey over the last several weeks and I thought it was important for us to speak for ourselves as to where we really are with all of this. We feel a little bit caught in the middle. There's an extensive, you know, series of discussions. So I wanted to first -- and I was dismayed, frankly, by some of the Court's conclusions drawn from what other parties were saying that I thought were incorrect in terms of where we really stood, so I wanted to put in our own words what we've said to whom and what has happened. Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 7 of 108

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Ho Wan Kwok - October 4, 2022 8 I don't have any objection to the motion for a protective -- I haven't seen the -- whatever drafts are going around. I -- THE COURT: The order that is being spoken of, you haven't seen that is what you're saying? MR. BALDIGA: No. But I can't imagine we would have any objection to it. If the trustee and the debtor agree then, again, the last thing we want to do is be in between that. But we're really just trying to avoid, as I said in our papers, being caught in between and having our positions either mischaracterized or the Court to draw conclusions that were not warranted by what we were really saying. THE COURT: I think that's fair. MR. BALDIGA: So we're not going to have any objection to the protective order. I'm sure I would like to see something, but I, again, I would not think that we are going to have a problem with it. THE COURT: Okay. And I understand your concerns and I think it's fair what you've said. When you say conclusions that the Court may have made, I mean, I've made statements, no question about that, with regard to arguments made by various parties and Brown Rudnick's -- the subpoenas and things like that, but I'm not sure if I would

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Ho Wan Kwok - October 4, 2022 9 characterize it as a conclusion, more of a concern, but I appreciate you filing -- MR. BALDIGA: That's fair. THE COURT: -- the document on the record so that you can -- your position is known through you and not through other parties. Because that is part of the problem. If someone is arguing a position of someone who's not in the courtroom, then the person who's not in the courtroom doesn't get to say whether that's accurate or not. MR. BALDIGA: Yes. THE COURT: So, in any event, I appreciate you filing that and we'll go from there. We'll see where things stand. It sounds as though the parties may have an agreement. I have to check with the Chapter -- I'm sorry, the creditors committee with regard to what concern they may have with regard to the order, but I understand your point. And I was not trying to draw, at least from my perspective, any conclusions. It was more concerns. But it does help me to see what you have filed on the docket and I appreciate that. MR. BALDIGA: And maybe I've put words in your mouth unfairly in that regard, so -- THE COURT: No. No. Not necessarily. MR. BALDIGA: -- I take your comments in the

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| | Ho Wan Kwok - October 4, 2022 10 | |----|----------------------------------------------------------------| | 1 | spirit in which they're given that it's not a conclusion, | | 2 | but I think we understand each other just fine here. | | 3 | THE COURT: Yes. Okay. Thank you. | | 4 | MR. BALDIGA: Thank you, Your Honor. | | 5 | THE COURT: Thank you very much. | | 6 | MR. DESPINS: And, Your Honor, I have a copy for | | 7 | Mr. Baldiga. | | 8 | MR. BALDIGA: That would be great. | | 9 | MR. DESPINS: And for Your Honor if I may | | 10 | approach. | | 11 | THE COURT: Yes, please. Thank you. | | 12 | So, Attorney Romney, I'm going to turn to you | | 13 | first before I turn to Attorney Goldman. So the trustee is | | 14 | -- and Mr. Bassett, Attorney Bassett -- saying that there's | | 15 | an agreed-upon order at this point. Have you seen the final | | 16 | version and you're fine with it? | | 17 | MR. ROMNEY: I'm going to defer to Mr. Moriarty on | | 18 | this one. | | 19 | THE COURT: Okay. I'm sorry. | | 20 | MR. ROMNEY: He's been handling it. | | 21 | THE COURT: Mr. Moriarty, go right ahead. | | 22 | MR. ROMNEY: Thank you, Your Honor. | | 23 | MR. MORIARTY: Thank you, Your Honor. | | 24 | We have had comments back and forth with the | | 25 | trustee's counsel. We had a meet and confer with the | | | |

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| | Ho Wan Kwok - October 4, 2022 11 | |----|--------------------------------------------------------------| | 1 | trustee's counsel yesterday. And the debtor and the | | 2 | trustee's counsel arrived at an agreed to protective order. | | 3 | I have had some email correspondence with Attorney Goldman | | 4 | this morning and I think I understand his issue, but I'd | | 5 | like to hear it from him before I speak to it. | | 6 | THE COURT: All right. I just to make sure that | | 7 | you're -- so we can proceed, I am correct to proceed on the | | 8 | -- on the presumption that we have an agreed upon order | | 9 | subject to what Mr. Goldman may be asking to add to the | | 10 | order? | | 11 | MR. MORIARTY: Correct. | | 12 | THE COURT: Okay. Thank you. | | 13 | All right. Attorney Goldman, I haven't reviewed | | 14 | the order so -- I mean, and that's fine, it was just handed | | 15 | to me -- but what -- you have a concern or you have some | | 16 | language that you'd like to have added to this order? | | 17 | MR. GOLDMAN: Yes, Your Honor. Thank you. | | 18 | It relates to paragraphs 9 and 10. Paragraph 9 | | 19 | deals with the dissemination of confidential information and | | 20 | 10 deals with the dissemination of highly confidential | | 21 | information. | | 22 | And there are, you know, categories of persons or | | 23 | entities that are listed as being qualified or actually | | 24 | permissible recipients of that type of information, for | | 25 | example, the trustee is expressly listed. | | | |

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Ho Wan Kwok - October 4, 2022 12 I was just ask that the committee to also be separately listed as a party to receive or to be able to receive confidential information and confidential materials, described as, and high-confidential material, that's all, in paragraphs 9 and 10. THE COURT: That's the only changes you'd like, is that correct? MR. GOLDMAN: Yes, Your Honor. THE COURT: Okay. MR. GOLDMAN: Yes. THE COURT: Trustee Despins, do you have any concerns about adding the committee as a party? And I haven't read 9 or 10, so I -- I think I know what they do, but I haven't read it yet. MR. DESPINS: I need to defer to Mr. Bassett. THE COURT: Oh, I'm sorry. Mr. Bassett, I apologize. Mr. Bassett? MR. BASSETT: No problem, Your Honor. We do not have a problem with those changes. Paragraphs 9 and 10, as Your Honor I'm sure is familiar with, the way protective orders are often drafted, this one is no different in that there are two tiers of confidential information. There's documents and materials that are labeled confidential and then there's a higher, heightened sort of sensitivity designation for highly-confidential

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Ho Wan Kwok - October 4, 2022 13 documents and materials. Paragraphs 9 and 10 just list out who is authorized to see those materials. And all Mr. Goldman I think is saying is that in addition to the trustee being exclusively listed as one of the parties who can see those materials, he would like the committee to be listed as well. It may be more of an issue for the debtor's counsel to respond to. But as for the trustee, we are fine with it. I would note that adding Mr. Goldman's clients or anybody else to those provisions does not necessarily mean that they are automatically entitled to get all discovery materials. It just means that if they do get -- are in a position to have access to those materials, they would not need, for example, the debtor's consent if as Mr. Goldman is requesting the trustee is specifically -- or sorry, the committee is specifically added to those provisions. So, again, it may be more of an issue for Attorney Moriarty to address. THE COURT: Okay. Thank you. Attorney Moriarty? MR. MORIARTY: And it is more of an issue for Attorney Moriarty to address. So the way that this protective order was negotiated, Your Honor, is the trustee has the discretion in

Ho Wan Kwok - October 4, 2022 14 the first instance to permit parties to review confidential and highly-confidential information and that party then has to sign an undertaking, which is attached as Exhibit A to the scheduling order. THE COURT: I just saw this declaration, right. I haven't read it, but I see it. MR. MORIARTY: Okay. And then the next step would be a party that produces material or the party, per paragraph 9B that the materials pertain to, if they're produced by a law firm or financial institution, can then object, reasonably object, to somebody seeing that information to the extent it's designated as confidential or highly confidential. There are individual creditors that the debtor and maybe others would object to having access to confidential and highly-confidential information. What we don't object to is a provision that allows counsel for the committee to have access to the material. So if we can agree that we will include the committee's counsel, that's okay. We don't need to have -- and it's not a veto because it has to reasonable -- but we don't need to have the ability to prevent counsel from seeing this. It may be that there are some creditors that this information should not go to. That's the concern. Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 14 of 108

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| | Ho Wan Kwok - October 4, 2022 15 | |----|------------------------------------------------------------------| | 1 | THE COURT: Okay. Thank you. | | 2 | Attorney Goldman, were you able to hear what | | 3 | Attorney Moriarty stated with regard to the debtor's | | 4 | concern? | | 5 | MR. GOLDMAN: Yeah. I did, Your Honor. | | 6 | But I have to be able to share this with my | | 7 | committee members in order for us to properly represent our | | 8 | constituents. You know, we have responsibilities to the | | 9 | body of unsecured creditors, so it can't just be attorneys | | 10 | eyes only, which is what I think Mr. Moriarty is suggesting. | | 11 | I need to be able to share this information with | | 12 | the committee, of course, subject to the bounds of the | | 13 | protective order. So that would be my response. I think it | | 14 | has to be the committee, not committee counsel. | | 15 | THE COURT: Attorney Moriarty? | | 16 | MR. MORIARTY: Yes, Your Honor. | | 17 | There is a specific category of documents that | | 18 | already can't be shown to the committee members which is | | 19 | highly-confidential material, that's counsel only. | | 20 | And it may be that there are not objections to | | 21 | some members of the committee and maybe there are objections | | 22 | to other members of the committee, but we specifically | | 23 | negotiated this protective order with the trustee's counsel | | 24 | to give the debtor that protection. And that protection is | | 25 | built into the order and it's important to the debtor. And | | | |

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Ho Wan Kwok - October 4, 2022 16 without that protection, I don't think we're going to have an agreed to protective order. MR. GOLDMAN: Your Honor, I was suggesting that the committee also be added to paragraph 10. So I understand there is a privilege in there that allows it to be seen by retained professionals, but I'm also asking for the committee to be inserted there. And I don't think the committee's right to receive information relating to the administration of the estate should be subject by a debtor out of possession. THE COURT: I'm looking at the order as you speak, Attorney Goldman. So let me just -- I'm looking at it. So in paragraphs 9 and 10, the confidential material, which is paragraph 9, may be given, shown, made available to or communicated only to the following: the trustee, any party who has signed Exhibit A and delivered a copy thereof to the trustee, subject to the producing party's consent, not to be unreasonably held -- withheld, excuse me, and any other person specified in 10 below. Paragraph 10 specifies counsel -- for the highly- confidential material, counsel and staff working under the express direction of such counsel for the trustee, any party who has signed Exhibit A and delivered a copy to the trustee and professionals retained under 328 and 1103. I'm reading the other -- that was B. Now I'm

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Ho Wan Kwok - October 4, 2022 17 looking at C. Any person who's indicated to have been the author, addressee or copy recipient thereof, any adverse witness -- So it seems as though we have a problem then as far as a consent order. If, Attorney Goldman, you are asserting that your clients, not just you, need to be able to see this highly- confidential information, then I think we have a problem. And I guess I'll have to rule as to whether or not your request should be sustained or overruled. We do have a trustee who is conducting the investigation. You are protected, as are your clients, by the Chapter 11 Trustee's investigation. Understood that the role that the committee played when this was a voluntary Chapter 11 case with a debtor-in- possession is completely different than it is now, I don't know that it makes sense to hold up an agreed upon protective order that was filed by the Chapter 11 Trustee and negotiated between the Chapter 11 Trustee's counsel and the debtor's counsel at this point. You would still be entitled to see this information. Just your clients wouldn't at this point. And I don't think that it will serve the estate or the parties to have an argument about whether or not the

Ho Wan Kwok - October 4, 2022 18 creditor committee members should see this highly confidential and -- I mean, it's a protective order. That's the point, right? So it's protecting information from certain parties. You're going to be able to see it. There's no -- Mr. Moriarty, there's no question of that, that Mr. Goldman would be able to see this, correct? MR. MORIARTY: Correct, Your Honor. And we're willing to amend the order prior to filing it to include that language that Attorney Goldman, as counsel to the creditors committee, has access to. Assuming that would be acceptable to the trustee's counsel, which I believe it would. THE COURT: Mr. Bassett seemed to indicate that it was, but I do need to ask him that obviously. Is there anyone else that wishes to be heard on this issue about the committee members being entitled to see this information that's confidential and highly confidential in this proposed protective order that admittedly I have not read thoroughly? But I looked at paragraphs 9 and 10 and understand in general what the purpose of those paragraphs are. Is there anyone else that wishes to be heard? MR. GOLDMAN: Your Honor, I just had a question to clarify an issue in my mind on this. I am added, I believe it would have to be to paragraph 9 as a recipient,

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Ho Wan Kwok - October 4, 2022 19 authorized recipient. If the members of the creditors committee executed Exhibit A agreeing to be bound, would that open the door to my sharing the information with them? I'd like to have the other parties' understanding of the answer to that question. THE COURT: Mr. Moriarty? MR. MORIARTY: Most likely, answering to that hypothetical, the answer would be no. But I think we would have to view it on a creditor by creditor basis and we'd obviously have to speak with our client. But I know, for example, there is a registered agent of the CCP. And as Your Honor has heard, the debtor has grave concerns about the CCP. So, for example, that individual would be an absolute no. Might there be others that wouldn't be, I can't tell you right now, but I know that individual would be a no. THE COURT: But that -- is that individual that you're speaking of a member of the creditors committee? MR. MORIARTY: I believe he is. If he's not, it's not an issue, but I believe he is. MR. GOLDMAN: There's no -- there's no member of the committee that's associated with the CCP. THE COURT: Well, I obviously don't know that one way or another. Does -- the U.S. Trustee's Office can answer that

Ho Wan Kwok - October 4, 2022 20 question? MS. CLAIBORN: I cannot, Your Honor. THE COURT: I don't know one way or the other obviously. MS. CLAIBORN: I don't know the answer. MR. MORIARTY: Okay. That's -- THE COURT: That's not been brought before me. MR. MORIARTY: Okay. I can only give you my understanding, Your Honor. THE COURT: So, Attorney Goldman, the answer to your question -- Attorney Moriarty, please correct me if I'm wrongappears to be signing that declaration doesn't guarantee that any member of the committee is going to be -- that's going to get over the hurdle of paragraphs 9 and 10. Is that correct? MR. MORIARTY: That's correct, Your Honor. And it's not -- the way that the protective order is laid out, it's not just the committee members. It's anybody who wants access to this information. But as it relates to the committee members, your statement is correct. THE COURT: Okay. MR. BASSETT: Your Honor, the one thing -- the one Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 20 of 108

thing I would add, I would just add to that is, I think in that scenario to say member of the committee or another creditor sign Exhibit A, and paragraph 9B I believe it is

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Ho Wan Kwok - October 4, 2022 21 would come into play. Yes. Which in that case, it would be subject to the producing party's consent not to be unreasonably withheld.

So I think the issue would be if a member of the committee or a creditor signed Exhibit A, they could then go to the producing party, which in this sort of hypothetical that we're dealing with would be the debtor, and they would say, hey, we'd like to get access to this particular type of information and then the debtor could either consent or not. And I suppose there could be a dispute over whether that consent is unreasonable, or the withholding of that consent is unreasonable, but that is I think how it would play out based on the way this is constructed.

MR. GOLDMAN: Yeah. I would also note that a similar provision was contained in paragraph 10A(ii). So I think we would -- the highly-confidential material would fall into the category described by Mr. Bassett for paragraph 9.

So I think with that, you know, I would be satisfied if they -- if I was just added as counsel to paragraph 9, similar to paragraph 9, as authorized to receive the confidential information. And then, you know, we can take up any issues that arise with the committee members receiving it, you know, later on down the road if there -- if there are any.

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Ho Wan Kwok - October 4, 2022 22 THE COURT: Attorney Moriarty? MR. MORIARTY: As I said, Your Honor, just adding a provision that allows the committee's counsel to receive it is fine, but not the committee. So -- THE COURT: I think that then we have an agreement? MR. MORIARTY: Yes. THE COURT: Which is you're going to add a provision that the committee's counsel may receive the information in paragraphs 9 and 10. And then if some creditor, whomever it may be, whether it's a member of the committee or not, signs the declaration that's Exhibit A, they'll have to, according to what I've read, produce that declaration to the Chapter 11 Trustee who then would have to produce it to whomever was the producing party, who then would have, as Attorney Bassett said, the opportunity, not unreasonably, but to reasonably withhold that production. 19 And if there's still an argument, then we'll have to have a hearing. I presume that's how it will have to work. MR. MORIARTY: I believe that's correct, Your Honor. THE COURT: Okay. MR. MORIARTY: The producing party would be as

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Ho Wan Kwok - October 4, 2022 23 defined in paragraph 9B, which would include, for some purposes, the debtor or others for whom the -- to whom the information is about. THE COURT: Okay. Thank you. I think we then have an agreement on a protective order. Attorney Bassett, Attorney Moriarty said that he will add the language into paragraphs 9 and 10 that the committee -- counsel to the committee can receive that information. So just to be clear for the record, is that agreeable to the Chapter 11 Trustee? MR. BASSETT: Yes, Your Honor. That's fine. If Mr. Moriarty wants to send us a revised version, we can just take a quick look at it and get it submitted to the Court. THE COURT: Is that fine, Mr. Moriarty? MR. MORIARTY: Yes, Your Honor. I will do that. THE COURT: Okay. Yeah. That is fine. Mr. Moriarty will do that. All right. What else do we need to -- and by the way, I didn't say that I do appreciate the fact that you have been -- you met and conferred and you've been working on this order. And that even though there still could be issues that arise from this order and the declarations, that I do appreciate the efforts of the parties in reaching this

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Ho Wan Kwok - October 4, 2022 24 agreement. I think it's important to not -- to move forward to the extent possible. And obviously you've all done that. And we'll see how it works out. I understand that there's -- there are many issues still that will come before the Court for determination, but the trustee does need to conduct his investigation and this definitely helps. I'm not of the belief that it means that there will be no issues, but I understand that this is very helpful. So I appreciate the efforts of all the parties in reaching this point. So I know that that is the only matter on today's calendar with regard to this case. I know that there are some other things that are pending. And I know things have been filed as recently as an hour ago. One thing I will say, I appreciate everybody filed their list of witnesses and exhibits for Friday's evidentiary hearing on the repair reserve. There are a lot of the same documents by the way. And that's fine. I mean, it appears that both sides Attorney -- I don't know if Attorney Friedman and Attorney Sarnoff are there, but it seems that some of the exhibits, many of the exhibits that the debtor HK has submitted are the same as PAX. There are some differences. We can deal with that. That's not a problem.

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Ho Wan Kwok - October 4, 2022 25 Are we going to have any need for any kind of interpreter to be at this hearing on Friday? MR. KINDSETH: Your Honor, if I can circumvent that, it appears very likely that we're going to have an agreed upon repair reserve order. THE COURT: Okay. MR. KINDSETH: And so we're down to the finer points. I really don't believe there's going to be any issue other than because the repair reserve order triggers my client's ability to file a certification to cause the release of the \$37 million escrow fund that was posted to secure the return of the Lady May, and because the trustee is seeking separately in the adversary proceeding involving HK International to get a prejudgment remedy against those funds, there's a bit of a timing issue with respect to a component of the repair reserve order that's going to hopefully be stipulated to. It depends upon the timing of the PJR hearing. And I believe, I know counsel sent the courtroom deputy a proposal for new dates for the PJR hearing. I believe the trustee has a conflict with the current dates. And so what I'd ask is that we discuss, and I believe the trustee was going to request that we discuss, a PJR hearing continued date. And then once I have that date, my client,

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| | Ho Wan Kwok - October 4, 2022 26 | |----|--------------------------------------------------------------| | 1 | assuming it's not too far out, my client will agree not to | | 2 | file the certification until the day after the dates that we | | 3 | decide the PJR hearing can take place. | | 4 | So if you have any questions about what I said, I | | 5 | know it's convoluted, but -- | | 6 | THE COURT: No. I understand what you said. | | 7 | MR. KINDSETH: Okay. Perfect. So if we could | | 8 | move to working out new dates for the PJR hearing, I can | | 9 | then -- I believe we'll have an agreement on the repair | | 10 | reserve. | | 11 | And what we're proposing is, Your Honor, assuming | | 12 | that the PJR hearing and agreed-upon order, we'll just | | 13 | submit a stipulated order. If Your Honor finds it | | 14 | acceptable, Your Honor would hopefully enter it, and then | | 15 | Friday can go on. | | 16 | THE COURT: Okay. So you're anticipating | | 17 | submitting that stipulated order before Friday? | | 18 | MR. KINDSETH: Hopefully, later today or tomorrow, | | 19 | yes. | | 20 | THE COURT: Okay. | | 21 | MR. FRIEDMAN: Your Honor, it's Peter Friedman. | | 22 | From PAX's perspective, we confirm that. | | 23 | THE COURT: I couldn't hear you, Attorney | | 24 | Friedman. I'm sorry. | | 25 | MR. FRIEDMAN: Sorry, Your Honor. We just confirm | | | |

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Ho Wan Kwok - October 4, 2022 27 from PAX's perspective -- THE COURT: Okay. MR. FRIEDMAN: -- everything Mr. Kindseth said. THE COURT: Okay. Great. Just so the record is clear, because you were a little muddled, and I'll just fill it in, Attorney Friedman for PAX has stated that he confirms what Attorney Kindseth said on the record with regard to the repair reserve and the hearing, evidentiary hearing, scheduled for this Friday, October 7th. Okay. Trustee Despins? MR. DESPINS: Good afternoon, Your Honor. If I may? THE COURT: Yes, please. MR. DESPINS: So Mr. Kindseth is right. The two are tied together. And really what we're looking for is what -- you had given us two dates, 13th and possibly the 14th. Those dates don't work. And we're wondering what other dates you could give us so we're -- again, it's your calendar, but we're thinking 18th and 19th. In my email to the courtroom deputy, I mentioned the 20th not knowing that that's your -- that's your Chapter 13 day. THE COURT: Thirteen day. MR. DESPINS: So that's probably off. So the question is --

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Ho Wan Kwok - October 4, 2022 28 THE COURT: I'm looking at the calendar while you're talking. I'm not not listening to you. I'm trying to look at dates. So I just want to -- what about the 17th, what about the Monday, the 17th? The reason I say that is I think I have an issue with the 19th. MR. DESPINS: Okay. THE COURT: So if we started on the 17th, which is Monday. MR. DESPINS: It could be a little bit tight, Your Honor. THE COURT: Otherwise, I have a -- I have a commitment with the National Conference of Bankruptcy Judges. That's the -- MR. DESPINS: That's the 19th? THE COURT: That's the rest of that week, yes. MR. DESPINS: Oh, the rest -- MR. MORIARTY: So, Your Honor, this is Attorney Moriarty for HK and Ms. Guo. I would be defending the PJR application with Attorney Romney. I have a jury trial scheduled in state court starting on the 13th of October. There's a hearing this afternoon at which it is likely, although I can't say how likely, that that jury trial will be continued. So what we had discussed earlier was waiting until

Ho Wan Kwok - October 4, 2022 29 sometime later this afternoon when I will know for sure if my jury trial is going forward and then propose some dates to the Court. And it sounds like we may be looking at maybe the first week in November. Attorney Romney and I are at a conference the last week in October so that may be where we wind up. MR. DESPINS: But we should -- before we -- I think it would be very helpful to hear from Your Honor what your calendar looks like, for example, the first of November, if that's where we're heading, because I know that Mr. Bassett is not available the second or third -- please jump in if I've got this wrong. THE COURT: The first week of November, including October 31st, other than regularly scheduled hearings on November 1st, is fairly available. MR. BASSETT: And, Your Honor, I think what the trustee was referring to is that on the 3rd I will be participating in a hearing and I'll be out the 3rd and the 4th. So it would be preferable if it works for the Court and the other parties to do it -- THE COURT: Monday the 31st is available. And on Tuesday, the 1st of November, there are hearings, but I think we could have the afternoon of the 1st of November if we had to go into the next day. And we could go into the Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 29 of 108

Ho Wan Kwok - October 4, 2022 30 2nd as well. I don't know how long you all think this hearing is going to take, but -- MR. DESPINS: To be safe, we should -- we should plan for two days. THE COURT: Right. So if we started on October 31st and then we go -- we start the afternoon -- Attorney Goldman is on the phone right now. On the November 1st there's an initial pretrial conference in a case in which you're a lawyer, Attorney Goldman. I don't know who else, if the other side's even appeared, *Diamond Landscaping & Athletic Fields*. I mean, we could -- we could continue that for a week. That doesn't need to happen that day. Correct? MR. GOLDMAN: That would be fine, Your Honor. I may not be -- I may not have attended that anyway because I have co-counsel, but Your Honor's pleasure on that. THE COURT: Well, I would -- MR. GOLDMAN: It was an outside chance. THE COURT: Yeah. I would continue that though because it's at 2:00 p.m. And it would cut into if we were starting the second day of the prejudgment remedy hearing in this case. So I would -- the other matters I probably would keep on the calendar and then continue that matter. So what I'm saying to you, all the parties, is October 31st is available. November 1st from possibly noon, Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 30 of 108

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Ho Wan Kwok - October 4, 2022 31 but at least 1:00 p.m., is available. And November 2nd appears to be fairly open. And I think those are the dates that you're talking about, correct? MR. DESPINS: I'm sorry to do this that way, but I need to defer to Mr. Bassett. THE COURT: He has to be somewhere the 3rd and the 4th. Do you have to travel on the 2nd to be there on the 3rd and the 4th, Mr. Bassett? MR. BASSETT: Your Honor, what -- no, Your Honor. What you're proposing, the 31st through the 2nd, would be fine. THE COURT: Understanding that the 1st would only be the afternoon, probably noon or 1:00 we would start, because I do have to have the regular -- our regularly scheduled hearings go forward. MR. ROMNEY: Your Honor, if we did the afternoon of the 1st and the 2nd, I think we would -- that would be allotting us the same time that we were originally allotted, I think, an afternoon and a following day. THE COURT: Well, I didn't stop the allotment. I said continuing, if necessary, understanding that I didn't know how long it was going to take, right? MR. ROMNEY: Understood. But I -- and forgive me if I'm recalling it incorrectly, we were starting on the

Ho Wan Kwok - October 4, 2022 32 afternoon of the first day and then going into a second day if necessary is -- THE COURT: And then a third day if necessary and a fourth day if necessary. MR. ROMNEY: Okay. THE COURT: Okay. I don't know how long this is going to take. I have no idea. You all have to figure that out, right? MR. ROMNEY: Correct. THE COURT: So -- MR. ROMNEY: My concern with the 31st, Your Honor, is that we'll be flying back from Texas late on the 28th. Mr. Moriarty did have plans then to go see his elderly mother that weekend. But as I understand, he could adjust that. But either way, we would then need to prepare our witnesses over the weekend, which I would accommodate. But I don't -- I don't know if I can -- I don't know that I want to speak for them, which is why if I left the 31st open -- THE COURT: Well, let me just stop you right there for a second. That's fine. If you don't want to start until the afternoon of the 1st, that's fine. But from what I understood Mr. Kindseth to say, even if the repair reserve is stipulated to, his -- HK has to be bound by not filing the certification until after this hearing is held, the PJR hearing.

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Ho Wan Kwok - October 4, 2022 33 MR. KINDSETH: That's not -- that's not the agreement, Your Honor, and there's a lot of reasons for the agreement. THE COURT: Well, then, what did you say? I thought that's what you said. MR. KINDSETH: No. What I said was we would fix the date. And so let's say Your Honor scheduled the hearing for the 1st and 2nd, okay, we would commit not to file the certification until the 3rd. That leaves another 15 days. Because the cert is filed and there's 15 days to object, it only (indiscernible) expiration that period. And so even if let's say, you know, the 1st and 2nd the PJR hearing takes place, I file the certification on the 3rd, the trustee has another two weeks to try to get the PJR. And that's the agreement that we've reached. THE COURT: Well, that's assuming that I have ruled. MR. DESPINS: Yeah. But -- THE COURT: So let me just ask you another question though about the boat, right? The last time we were here anyway someone mentioned that it wasn't in good working order and it appears to no longer be in the water and on dry dock to be repaired. Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 33 of 108

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Ho Wan Kwok - October 4, 2022 34 MR. KINDSETH: Yeah. THE COURT: So doesn't the certification require that the boat be in good working order? MR. KINDSETH: No. The certification requires that we've established a repair reserve. And, Your Honor, notwithstanding the fact that we adamantly disagree that the amount is necessary, my client has agreed to post \$4 million to secure all conceivable, possible costs to repair. And so the whole point of the repair reserve was to not hold up the release of the 37 million pending the repairs. It was that a repair reserve would be established to cover whatever conceivable, reasonably conceivable, costs there would be. And so our stipulation is that \$4 million from the \$37 million will be reserved. It will be deposited with the trustee. And it will be subject to this process for the payment of repairs. And so that was the agreement. The repairs don't need to concluded. And just to add though, Your Honor, the boat is dry docked. The engine repairs are commencing this week. The surveyor for the insurance company is going to be there this week. It's expected that insurance is going to cover all the engine repairs. And the other repairs, except for

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Ho Wan Kwok - October 4, 2022 35 the valve service, which needs to be performed elsewhere, are all -- should be completed within the month of October. The expectation is to get the boat back in the water in November and do a sea trial. And all of this is in the repair reserve proposed order. And so in terms of the certification, we're entitled to file the certification upon the entry of the repair reserve, but we're not agreeing to give the trustee a brief period of time to have the PJR hearing. MR. DESPINS: So let me try to address that, Your Honor. There are nuances there that are important. What Mr. Kindseth said about the way the existing Lady May stipulation works, there's a debate. From our point of view, there's a debate about that. He believes that just by establishing a reserve he can release the funds. We disagree with that, but we've agreed, we would agree as part of this deal, that he can -- the Court can set a repair reserve and subject to our right to do the sea trial, et cetera. Now, the 15-day issue is critical, and that's why -- and I want to make sure Your Honor knows the back and forth on this, because under the first Lady May stipulation it says that once that notice is given, the Court has very limited ability to do certain things. And of course we

don't want to be in that limited mode because we have a

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Ho Wan Kwok - October 4, 2022 36 prejudgment remedy motion pending. And so what we've agreed to is that he would not send the notice until the completion of the hearing provided that -- you know, it would be too easy for us, for example, to tell Your Honor, Your Honor, let's adjourn this hearing on the PJR until June. And of course in the meantime this 37 million is held in escrow and of course they're not happy about that. So we've agreed, but I want to make sure you know, it boxes you in. I'm sorry to use that term. But it would provide that you would hold this hearing on the PJR on two days and he could send that notice the day after that. Of course, you might say, well, Mr. -- you've just said that. I may not have ruled, you're right, but the compromise was that this is what would happen. Meaning that there would be -- there's an assumption on my part, and you might say wrong, that you would be able to rule on the PJR at the completion of the second day hearing. Because once he sends that notice, he will argue, and I'm not faulting him for that, that your jurisdiction to do things is very limited. And that's why we want, it's important, that we have this hearing before he can send the notice. Not only that the 15 days doesn't run, but rather that the -- that the notification period does not start, does not commence,

Ho Wan Kwok - October 4, 2022 37 until Your Honor, we hope, has ruled. And if you rule against us, then I'm dead. If you rule for us, then there's not going to be a notice sent because Your Honor will have ruled that there's an attachment that must issue. So I want -- it's not ideal. Of course from your point of view, you would like to say the notice cannot be given until I rule. But I understand from their point of view, I get that, that that would allow us, the trustee, to say, well, let's adjourn the hearing for several months. And you might say, no, I'm not going to allow that. But I understand there are concerns. So that's why the deal that we have -- and Your Honor, you know, might say I'm not going to do that is that the notice can issue the day after the second day trial day on the -- on the -- THE COURT: PJR? MR. DESPINS: -- on the pretrial remedy provided that that hearing takes place on a date that's satisfactory to them, for example, first week of November, or something like that. That's really the back and forth. THE COURT: I understand. MR. DESPINS: I want to make sure you have the full picture there. THE COURT: Well, that's why I said before I think Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 37 of 108

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| | Ho Wan Kwok - October 4, 2022 38 | |----|----------------------------------------------------------------| | 1 | I got the picture, right, which is that means you need me to | | 2 | rule in the 15 days. That's what the point is. | | 3 | MR. DESPINS: Well, before the 15 days. Sorry. | | 4 | THE COURT: Yeah. Before. Yeah. I can't rule on | | 5 | the 15th day. That won't really help, will it? | | 6 | MR. DESPINS: No. | | 7 | THE COURT: I know you want me to rule at the end | | 8 | of the hearing. I understand that. I understand. | | 9 | MR. KINDSETH: Thank you, Your Honor. | | 10 | THE COURT: Okay. Thank you. | | 11 | MR. DESPINS: So that's why it's critical. I'm a | | 12 | little bit nervous about picking half days because we want | | 13 | to make sure we have two full days to make sure we don't run | | 14 | out of time. I hope and I think it will last less than two | | 15 | full days. But given that I have this sword hanging over | | 16 | our head on the day after the second day, I would like to | | 17 | have two full days. So I don't know where that leaves us in | | 18 | terms of days though. | | 19 | MR. ROMNEY: So what if -- if it is okay with the | | 20 | Court and everyone, if we started the 31st, but in the | | 21 | afternoon, then had the 1st, and if we needed a half day on | | 22 | the 2nd? | | 23 | THE COURT: You all talk about that. I mean, | | 24 | that's fine. When you say start in the afternoon of the | | 25 | 31st, what are you proposing, Mr. Romney? | | | |

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Ho Wan Kwok - October 4, 2022 39 MR. ROMNEY: 1 o'clock if that -- THE COURT: That's fine. MR. ROMNEY: It would give us the morning to do any work with our witnesses that we needed to do. THE COURT: Understood. MR. DESPINS: So just to repeat, it would be the 1 o'clock on the 31st, full day on the 1st? THE COURT: No. MR. DESPINS: No. THE COURT: Unfortunately, the 1st is our regular calendar day, so we wouldn't be able to start again until probably noon. MR. ROMNEY: So half day, half day, full day, right? MR. DESPINS: And the second full day? THE COURT: If that works with everyone, that's fine with the Court. MR. DESPINS: Okay. MR. ROMNEY: Right. And notwithstanding you said two -- MR. BASSETT: Your Honor -- sorry, one point that I -- MR. ROMNEY: Go ahead, Attorney Bassett. MR. BASSETT: Sorry, Your Honor. Nick Bassett from Paul Hastings.

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Ho Wan Kwok - October 4, 2022 40 One point that I wanted to raise is that we've been talking about obviously witnesses and the evidentiary presentation that will need to take place at this hearing, we've not yet exchanged witnesses, a witness list. So, you know, if Mr. Romney can let us know how many witnesses -- THE COURT: Well, I'm going to require you both to file a list -- MR. DESPINS: Yes. We'll need to -- THE COURT: -- of witnesses. Didn't I put that in the -- MR. DESPINS: Yes. But we'll need to push back that date because -- THE COURT: Oh, right. Right. Exactly. Okay. MR. BASSETT: Yeah. My only point, Your Honor, is just that in terms of talking about how long it's going to take, obviously, it's a bit difficult to know that until we understand how many witnesses there are going to be. THE COURT: All right. Let me just take a look back at the docket for a moment. (Pause) THE COURT: Oh, I know why I'm not finding it, because I'm looking in the main case and it's in the adversary proceeding, the order that set the hearing. MR. DESPINS: Yes. Remember -- THE COURT: Yes. No. I --

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Ho Wan Kwok - October 4, 2022 41 MR. DESPINS: -- it set it one week before the -- THE COURT: Yeah. MR. DESPINS: -- hearing dates. THE COURT: And I think it's going to be the same thing. I think it's going to be a list of witness -- we usually require a list of witnesses and exhibits a week before the hearing. So that's why I wasn't finding it just looking at the main case, because it's not in the main case. It's in the adversary. MR. DESPINS: So we would just adjust those dates to reflect the new hearing dates. THE COURT: Right. And it would be a week before the list of witnesses and exhibits would need to be filed. MR. DESPINS: Well, given that we have more time, we may, let's see if we can agree on -- THE COURT: So I am fine with what everyone's proposed. Attorney Sarnoff, did you want to say something? I didn't know if you had -- if you had been cut off at one point. MR. SARNOFF: (Inaudible) THE COURT: No? Okay. MR. SARNOFF: (Indiscernible) THE COURT: Okay. Thank you. So what we're going to do then is we're going to

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| | Ho Wan Kwok - October 4, 2022 42 | |----|----------------------------------------------------------------| | 1 | continue the evidentiary hearing on the prejudgment remedy | | 2 | to October 31st at 1:00 p.m., continued to November 1st at, | | 3 | I believe, 12:00 p.m., but it might be 1:00 p.m. I have to | | 4 | check on that. But it won't be that -- it won't be any | | 5 | later than that. And then to 10:00 a.m. on November 2nd. | | 6 | And the list of witnesses and exhibits must be filed before | | 7 | 5:00 p.m. on whatever that would be. What's 31 minus 7, 24, | | 8 | right? So October 24th. | | 9 | And, you know, we can get that order entered | | 10 | today, later today or tomorrow, at the latest as long as | | 11 | everyone's in agreement with that, correct? | | 12 | I haven't heard anyone disagree with that? | | 13 | MR. ROMNEY: We're in agreement, Your Honor. | | 14 | And would the deadline for HK to file its -- | | 15 | THE COURT: Yes. The objection deadline will -- | | 16 | the same thing, you're correct. I'm sorry I didn't say | | 17 | that, but you are correct. | | 18 | MR. DESPINS: We'll adjust. Okay. | | 19 | THE COURT: You'll adjust it accordingly. So if | | 20 | we look back at that docket -- | | 21 | THE COURTROOM DEPUTY: It's 22-5003, and ECF 41 is | | 22 | Your Honor's scheduling order that applies. | | 23 | THE COURT: Right. Right. So the -- yeah. The | | 24 | objection deadline's the same time, Attorney Romney, and | | 25 | Attorney Kindseth, and Attorney Moriarty. Okay? It's the | | | |

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| | Ho Wan Kwok - October 4, 2022 43 | |----|--------------------------------------------------------------| | 1 | same time. It's a week before the hearing at 5:00 p.m. on | | 2 | the 24th. Okay? | | 3 | MR. ROMNEY: Thank you, Your Honor. | | 4 | THE COURT: Attorney Kindseth? | | 5 | MR. KINDSETH: Thank you very much, Your Honor. | | 6 | And just to close the loop, it's probably clear, | | 7 | but I just want to be very clear, now that we have the | | 8 | dates, I can put in the repair reserve order, the date by | | 9 | which we will not file the certification. | | 10 | And then our hope is that everybody who was a | | 11 | party to the prior stipulation, plus the trustee, and I'm | | 12 | not acknowledging that he's not part of the stipulation, | | 13 | vis-a-vis the debtor, but out of respect for his position | | 14 | I'm saying and the trustee. | | 15 | So when I submit that to the Court I'll be | | 16 | representing to the Court that all the parties to the prior | | 17 | stipulation and the trustee have consented to the form of | | 18 | the order for the repair reserve and would ask that the | | 19 | Court consider that and decide it promptly so then we don't | | 20 | need to continue to prepare for Friday's hearing -- | | 21 | THE COURT: Right. | | 22 | MR. KINDSETH: -- and Friday's hearing can go on. | | 23 | THE COURT: Understood. | | 24 | MR. KINDSETH: Thank you, Your Honor. | | 25 | THE COURT: Okay. Thank you. | | | |

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Ho Wan Kwok - October 4, 2022 44 All right. So I'll be looking for the repair reserve order, will be issuing an order in the adversary 22- 5003, continuing the evidentiary hearing on the prejudgment remedy of attachment. I know there's also a motion -- there's a few motions now pending. MR. DESPINS: Yes. So let me address those, Your Honor. The first one is what we call the Brown Rudnick motion filed Friday. And my partner, Mr. Bassett, will address it, not the merits, but the scheduling of that. Mr. Bassett. MR. BASSETT: Your Honor, again, Nick Bassett from Paul Hastings on behalf of the trustee. So, Your Honor, we had actually discussed this topic and I think hinted that the motion would be forthcoming at the last status conference. And this relates to, as the trustee said, to the trustee's Rule 2004 discovery, in particular the subpoena that was served on Brown Rudnick on August 17th. As we have explained in the papers that we filed, issues have arisen getting documents pursuant to that subpoena as a result of issues that the debtor has raised concerning potential privileges in the documents in the files at Brown Rudnick.

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Ho Wan Kwok - October 4, 2022 45 Our position, as we articulate in the papers, is that all these issues are very clearly dealt with in the privileges order that the Court entered on September 14th at ECF 856. The purpose of that was to narrowly articulate the areas in which the debtor could attempt to assert a privilege to the extent that he believes he would be subject to personal harm if documents in the files of attorneys like Brown Rudnick and others are disclosed to the trustee. We filed a motion to expedite. And basically the relief that we're seeking, Your Honor, in this order, is an order authorizing Brown Rudnick to produce the documents that we subpoenaed to the trustee so there's no longer any delay in getting those documents. We, you know, have been at this for months now already. We don't think there's a basis for those documents to be withheld. We, therefore, sought to expedite that originally asking for a hearing on the motion to be heard today. The debtor has objected to the motion to expedite and I believe Your Honor has ruled on it. The trustee's position is that there is an urgent need for this issue concerning the files we're seeking from Brown Rudnick to be resolved. If the motion is not heard today, we would request

Ho Wan Kwok - October 4, 2022 46 that it be heard at the Court's earliest convenience. Friday, where we already have a hearing, I think would be the logical time to do it. Again, we've been at this for a very long time. You know, the subpoena, as I said, was served on August 17th. The deadline to produce documents in response to that subpoena was the 16th. You know, again, it's just taking us way too long to make progress in the investigation. And as we know from findings that have been made elsewhere that we've discussed at length already in this case, the debtor has taken steps in the past to conceal assets and do things with shell companies that could be very prejudicial to the trustee. So it is very, very important that we start to get access to these documents now, that these not be delayed, and that's the reason for seeking to have this expedited, Your Honor. So, again, originally we were seeking to have this motion heard today. Because if it's not today, and I appreciate the Court has not ruled on the motion to expedite, then I think what we would request is that it be heard on Friday. THE COURT: Okay. Thank you. Attorney Romney or Moriarty, I know that one of you, and I don't recall, I'm sorry, filed an objection to Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 46 of 108

Ho Wan Kwok - October 4, 2022 47 the motion to expedite. And I didn't rule on the motion to expedite. I haven't done that yet. MR. ROMNEY: Thank you, Your Honor. Aaron Romney, Zeisler & Zeisler, on behalf of the debtor. Your Honor, as I said at our last status conference, the debtor has serous issues with the way this issue has been presented to the Court, the characterization of the debtor's positions. The debtor has not asked Brown Rudnick or anybody else to withhold documents. The debtor has not insisted that Brown Rudnick review documents on a document-by- document basis. The debtor has said, as I stated last time, at the last status conference, that the debtor reserves its rights. Brown Rudnick knows what it does and doesn't have. And to the extent that it has information that is not the -- that cannot be withheld by the debtor under this order, based upon its professional judgment, we're not asking Brown Rudnick to withhold it or look at every document. It's familiar with its file. What the debtor did when Brown Rudnick asserted discomfort, for lack of a better word with that, was offered, it did not ask for, it did not demand, and frankly does not want to, but will, in order to resolve what appears to be an impasse between the trustee and Brown Rudnick's Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 47 of 108

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| | Ho Wan Kwok - October 4, 2022 48 | |----|---------------------------------------------------------------| | 1 | comfort complying with this is, we offered to review | | 2 | documents and make that determination. | | 3 | We would need a reasonable time to do that. And | | 4 | what reasonable time is is based upon the volume of | | 5 | documents that are presented to the debtor to make that | | 6 | determination, which we haven't seen. I don't know if it's | | 7 | 500 pages of documents or even 2,000. We could probably do | | 8 | it two days if we shifted resources to do it. But we don't | | 9 | know. We've had discussions. | | 10 | And the debtor is willing, in the interest of | | 11 | allowing Brown Rudnick to feel comfortable knowing that | | 12 | certain categories of documents can be produced, is willing | | 13 | to describe those documents. We just can't identify the | | 14 | documents without seeing them. | | 15 | For example, anything that clearly pertains to a | | 16 | dispute regarding dischargeability, that would be a document | | 17 | that the production of which could cause personal harm to | | 18 | the debtor. I don't know if Brown Rudnick -- | | 19 | THE COURT: I thought that was carved out of the | | 20 | -- I don't remember, I'm trying to remember, Attorney | | 21 | Romney, but I thought what was carved out of the subpoenas | | 22 | was anything that had to do with the dischargeability of the | | 23 | debt. I thought we had addressed that issue. | | 24 | MR. ROMNEY: I believe -- | | 25 | THE COURT: Am I wrong? | | | |

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Ho Wan Kwok - October 4, 2022 49 MR. ROMNEY: I believe we addressed that issue by allowing the debtor to assert privilege over those documents. And when I say the debtor, I believe that necessarily implies counsel holding the documents. THE COURT: Okay. I understand what you're saying. I think what I'm remembering is that there was -- with regard to the subpoenas, there was a category of -- categories of information that the trustee was seeking and that it went to the assets of the estate, the administration of the estate, and pre -- post-petition discussions. So I may be confusing something, but my thought was I don't think anybody's seeking things with regard to dischargeability of debt. Maybe I'm wrong. MR. ROMNEY: What they're looking for, Your Honor -- MR. BASSETT: Your Honor -- sorry, I didn't mean to interrupt. MR. ROMNEY: What they're -- THE COURT: I'll let Attorney Romney finish, Attorney Bassett, and then I'll hear from you. Go ahead. MR. ROMNEY: What we understand they are looking for is Brown Rudnick's entire file. And that's our point, Your Honor, is that's too broad. And we understand. We're not envious of anybody in this situation. It will require

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Ho Wan Kwok - October 4, 2022 50 somebody to look at least some documents and make a determination as to whether they fall within these categories of documents that would result in personal harm. Our understanding is that Brown Rudnick was uncomfortable making that determination. The debtor certainly asked Brown Rudnick to do that. It did not demand that Brown Rudnick withhold anything, that in its determination it did not fall within these categories that could be held back. And when it became clear to us that Brown Rudnick was not comfortable making that determination, we offered as an accommodation, and we being the debtor and my firm on behalf of the debtor, offered to make the review for the parties as expeditiously as we can. And I will say, despite all the allegations of the debtor looking to slow things down, we have responded to expedited motion after expedited motion and in many cases, particularly recently, worked this out. We are acting in good faith. We are not trying to slow this down. And if the parties and/or the Court determine that the most expeditious and most equitable way to deal with this issue is for the debtor and Zeisler & Zeisler, as its counsel, to make this determination, we will, as we've done with everything since we stepped into this case, and that's not to suggest that debtor's counsel was not expeditious

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| | Ho Wan Kwok - October 4, 2022 51 | |----|--------------------------------------------------------------| | 1 | before we stepped into this case, but we will review the | | 2 | documents expeditiously. We will get them to the trustee. | | 3 | And my belief, again, it's somewhat speculative | | 4 | because I haven't seen the documents, but my belief is the | | 5 | trustee is going to get the vast majority of what Brown | | 6 | Rudnick has. | | 7 | I would think that Brown Rudnick could produce a | | 8 | number of these documents comfortably without even sending | | 9 | them to us. And we're not asking them to send anything in | | 10 | particular. | | 11 | If it is looking at a document and it refers to | | 12 | assets, schedules, things of that nature, I believe Your | | 13 | Honor's order that we agreed to is clear. And we are not | | 14 | withholding -- we are not directing Brown Rudnick to | | 15 | withhold any particular documents. | | 16 | We are identifying the categories that we believe | | 17 | we have the right -- that the debtor has the right to | | 18 | withhold, and we are offering to assist in any way that we | | 19 | can to eliminate disputes between the trustee, Brown | | 20 | Rudnick, and anyone else, on this issue, and just get this | | 21 | done as expeditiously and efficiently as possible with as | | 22 | little waste of this court's time as is absolutely | | 23 | necessary. | | 24 | THE COURT: Attorney -- | | 25 | MR. BASSETT: Your Honor, could I be heard? | | | |

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Ho Wan Kwok - October 4, 2022 52 THE COURT: Just one second. Go ahead, Attorney Bassett. And then Attorney Baldiga would like to be heard too. So go ahead. MR. BASSETT: Sure. Again, Nick Bassett from Paul Hastings for the trustee, Your Honor. You know, I'm not entirely sure. It sounds like Attorney Romney is obviously arguing the merits. I don't think we've determined that this is -- that the merits of the motion is being heard today, but I did want to respond to some of his comments. First of all, Your Honor, we have been at this for weeks. We have been trying to do whatever we can to simply get a production of documents from Brown Rudnick. And I will say that Brown Rudnick has been extraordinarily cooperative with the trustee and has done everything I think in their power to get us the documents that we subpoenaed. The problem is that the debtor has not allowed that to happen, at least not in any remotely expeditious manner. He initially was taking the position that Brown Rudnick should review all these documents and assert privilege, didn't want the debtor and his counsel to have to review them themselves. That position has now evolved. I don't want to get into the details of a back and

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Ho Wan Kwok - October 4, 2022 53 forth of who said what during meet and confers. Suffice it to say we are at a point where we filed the motion, and we filed in on expedited notice, because we need the Court's intervention. We're not getting these documents under any reasonable time frame and we need the Court to help us do that. A couple of things I would say, just to, you know, clarify why we're seeking this relief and why we are entitled to it is, first of all, Your Honor, in the (indiscernible) motion that was entered on September 14th, again, that's at ECF 856, it contains a presumption that all these documents in Brown Rudnick's files, this is paragraph 6, a presumption that the privilege associated with those documents has transferred to the trustee. The only very limited carve out for that is set forth in paragraph 7 where if the debtor can demonstrate that there is personal harm that would result to him if the document is disclosed, he can follow procedure to have those documents logged. Notably, and this came up during the negotiation of this order, I remember having an exchange with Your Honor about it, there was specifically inserted into this order a time period through which -- pursuant to which the debtor would have to log any document that he was seeking to withhold as privileged because they would cause personal

Ho Wan Kwok - October 4, 2022 54 harm. And what it says is, and this is in paragraph 7, the debtor's counsel shall, within ten days of the applicable production deadline, log the documents. The production deadline, under the Brown Rudnick subpoena, was on September 16th. Ten days from then was September 26th. The debtor did not come to this court asking for more time to produce a log. He had the opportunity to do it. He didn't do it. He no longer has that opportunity under the Court's order. Notwithstanding that, to be as reasonable as we could possibly be to try to resolve this issue without court intervention, with all parties acting reasonably and cooperatively, we told the debtor, look, if you are concerned about the possibility that a document might be produced that could give rise to personal harm, that you think might be privileged within the narrow scope of the privileges order, we will make it abundantly clear that you can exercise your claw back right under Rule 26. We built that into the proposed order that we filed. And the concept is very simple, it's that in order to make sure we get the documents (indiscernible), Brown Rudnick can produce them, the debtor won't be prejudiced because he could, if he sees documents produced that he

Fiore Reporting and Transcription Service, Inc.

thinks give rise to personal harm, he can exercise his claw

Ho Wan Kwok - October 4, 2022 55 back rights and he won't be prejudiced because the trustee is not able to share documents that he receives that are privileged with other parties. That's clear under the privileges order. Unfortunately, the debtor rejected that proposal. And we are where we are. We are at an impasse and we need the Court to intervene. We need the Court to intervene and help us as quickly as possible. Again, that's why we originally wanted this motion heard today, but we're happy to have it heard on Friday. THE COURT: Thank you, Mr. Bassett. Mr. Baldiga? MR. BALDIGA: Thank you, again. William Baldiga for both Brown Rudnick and Verdolino & Lowey. And I think all of these arguments apply to both firms equally. First, just on scheduling, Your Honor, I leave tomorrow morning for a one-week vacation, so Friday -- I think circumstances have shown that I'd really like to be here when this is argued. I think in reality we're in the middle of the argument in any event, and so I'm prepared to contribute to the argument, most importantly answer whatever questions the Court may have. But I wanted to give an example, without telling any tales out of school, because it's -- the facts are in evidence already from prior filings of the example or type Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 55 of 108

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Ho Wan Kwok - October 4, 2022 56 of thing that we're dealing with. We very much respect the fact that there have been issues from day one of our work that could implicate the debtor's personal harm. The case was filed, as set forth in many pleadings, to avoid the debtor's incarceration. The debtor has testified that if incarcerated he believes he would be killed. So, for example, a great deal of our work dealt with PAX's motions to dismiss, to appoint a trustee, for relief from stay and so forth. If relief from stay were granted, I think the contemplation was by many parties that the debtor could be incarcerated, in the debtor's view would be killed. I read being killed or significant risk of being killed as within Section 7. That being said of our many feet of documents, what then would be within paragraph 7? We have no idea whether any of that would be considered and for good reason. If paragraph 7 were drafted to say Brown Rudnick or Verdolino & Lowey take a good guess at that, we would have come in and protested immediately. We have no ability to today guess what the debtor believes and the debtor's good faith would be implicated by that sentence, which is why we absolutely respect and agree that the order was drafted by consent and entered by the

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Ho Wan Kwok - October 4, 2022 57 Court the way it is. It is the debtor's belief. I can't, and I'm as close to this as -- closer than anybody else at Brown Rudnick. I would not have the ability to look at our files and substitute my belief for the debtor's belief. We've had no contact with the debtor himself for more than three months. I wouldn't know what the debtor now believes about anything. And so I don't have the ability to implement this order in a manner that substitutes our belief, especially about issues as critical as the debtor's personal safety, as reflected here. And it puts our firm not just at risk, but -- and it's not just about risk, but it's doing what the order provides. So I couldn't -- if the Court sent me back to, well, do your best, decide what puts the debtor at personal harm or not or risk of personal harm, I wouldn't know where to start. And I think that's -- So we don't have a dispute with the trustee. We don't have a dispute with the debtor. They clearly have a dispute with each other. I will say that our files are pretty much ready to go. We're still searching some search terms and refining them with the trustee and so forth, but it is the entirety of our file with very minor exceptions for internal management documents.

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Ho Wan Kwok - October 4, 2022 58 Verdolino & Lowey's files are entirely ready to go. Their work was almost entirely in connection with the preparation of the schedules and statement of affairs, which are indeed very responsive to the trustee's scope of requests. So we're happy with -- happy is not the right word. We're prepared to do whatever the Court tells us to do, but we're not prepared to substitute our own judgment for what the order now provides because we don't think that works and it gives rise to risk to the debtor perhaps if we guess wrong, what would result in personal harm, risk to the estate that we're over-guessing, and risk to the firm if someone criticizes -- You know, we do owe obligations to our former client to implement the orders of the Court and so we need to be directed what to do. And I think this has been argued to the Court, from what I understand over and over already, and I know you've spent a lot of time getting to this order. I don't have a problem coming back for another hearing, but I wouldn't be able to do that until a week from tomorrow at the earliest. Thank you, Your Honor. THE COURT: Okay. Thank you. MR. BALDIGA: Does the Court have any questions about anything I've said?

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| | Ho Wan Kwok - October 4, 2022 59 | |----|--------------------------------------------------------------| | 1 | THE COURT: Well, I think -- yes, I do actually. | | 2 | I want to make sure I understood what you just | | 3 | said which is you would like an order entered directing what | | 4 | should be turned over to the trustee because you're | | 5 | concerned that if you turn over something without such an | | 6 | order, that you might be substituting your judgment for the | | 7 | debtor's judgment about whether he would suffer personal | | 8 | harm? | | 9 | MR. BALDIGA: Yes. That is one of our concerns. | | 10 | Because this isn't the run of the mill case. It | | 11 | hasn't been from day one in many respects. But risk of | | 12 | personal harm has been front and center to an awful lot of | | 13 | our work. | | 14 | When the debtor comes in and says my fear is | | 15 | incarceration and death, and that drives much of this case, | | 16 | we have to take that seriously. | | 17 | So this first sentence of paragraph 7 has to mean | | 18 | something. And it could cover a lot of our files or it | | 19 | cover none of our files. We don't know, including because | | 20 | we don't know what the debtor today believes in good faith. | | 21 | THE COURT: Okay. | | 22 | MR. BALDIGA: Which is the language the parties | | 23 | chose to use. | | 24 | THE COURT: I understand. I do understand that. | | 25 | And that was a subject of discussion at the hearings that we | | | |

Ho Wan Kwok - October 4, 2022 60 had on that order. So I do, I know that it's there. And I know that -- that doesn't mean that we all agree what it means, but I understand. MR. BALDIGA: But it's not my place to say that. THE COURT: I understand. I understand your position. MR. BALDIGA: Any other questions at this time, Your Honor? THE COURT: No. But I appreciate that. Thank you. MR. BALDIGA: Thank you. THE COURT: Attorney Bassett? MR. BASSETT: Yeah, Your Honor. I apologize. Nick Bassett from Paul Hastings. I just wanted to clarify, and Mr. Baldiga can correct me if I'm wrong, but I think Brown Rudnick would support the entry of the proposed order that we attached to our motion. So, again, Mr. Baldiga can correct me if I'm wrong, but I think if that order were entered, it would resolve their concerns that he had in particular. THE COURT: He's going to come forward and let you know whether he agrees with what you just said. MR. BALDIGA: Yes, Your Honor. I've spoken with Mr. Bassett about some very minor

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Ho Wan Kwok - October 4, 2022 61 wording changes, the addition of one phrase. And instead of saying authorized to say authorize and directed. But if -- but basically, yes, we are satisfied -- well, we have no problem with the Court's entry of the proposed order with some very minor wording changes. THE COURT: Okay. All right. Thank you. I appreciate that. MR. BALDIGA: Thank you. THE COURT: All right. Attorney Bassett, so you heard Attorney Baldiga, correct? MR. BASSETT: I did, Your Honor. Thank you. THE COURT: So he's looking for some minor word changes though to the order assuming it gets entered. And I'm not ruling on this today. Remember, all I'm ruling on today is whether there's an expedited -- we're going to have an expedited hearing. Okay? And I did see the request for the expedited hearing, but I also saw the objection that was filed. So I wanted to hear what everyone had to say today considering that we have several issues that are unresolved, this is one of them. So with regard to the motion to expedite the hearing, Attorney Romney, you just stated that you wanted to be able to look at the documents and you need time. But regardless of that, when we set a hearing on

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Ho Wan Kwok - October 4, 2022 62 the -- on the motion, you're going to have an opportunity to file an objection. The problem is, from your perspective, I think, that you might not have as much time as you would like. The problem from the Court's perspective is that the 2004 subpoena issue has been addressed several times and agreed that there has been consent orders entered, but there has to be a point where we have to go forward one way or another, you know, whether or not -- I don't know how the Court's going to rule. Somebody's not, if I have to rule, not going to like it. And who knows what's going to happen at that point. But with regard to an expedited hearing, the arguments that have been made that there has been a substantial amount of time where compliance has not occurred, where -- where it's now October 4th and we're still -- we're not even -- we don't even have a hearing scheduled yet on this issue -- MR. ROMNEY: May I be heard on the delay issue, Your Honor? THE COURT: I don't -- when I say -- did I use the delay? Did I use the word delay? I think I said there hasn't been compliance. MR. ROMNEY: May I be heard on the passage of time issue?

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Ho Wan Kwok - October 4, 2022 63 THE COURT: Sure. MR. ROMNEY: Your Honor, as I think everyone agrees and has pointed out, the privilege order entered on September 14th, on September 21st, that was seven days later, I had lengthy calls with several people from Paul Hastings as well as Attorney Linsey. I had separate, extensive calls with Attorney Baldiga and Attorney Axelrod from Brown Rudnick. Seven days later is when we said in order to break this impasse, we will review the documents. I do not believe that seven days in the context of complex litigation and the number of issues going on in this case at any one time is -- can fairly be said anything remotely akin to an undue delay. Seven days. Sorry. The following day, Attorney Baldiga sent me an email after my understanding was that Paul Hastings was not willing to allow us to undertake this review and move it along. And I said to him we've been trying to assist. We're trying to break an impasse here. But we don't have a deal. And we can only review these documents if the trustee consents. So comply with the subpoena to the best of your ability. That is the opposite of what we are being accused of doing. We are saying comply. The best of your ability. You have your ethical rules. You have your rules under the -- you have your obligations under federal rules. Comply.

Ho Wan Kwok - October 4, 2022 64 Look at the documents like we could. We're not asking you to hold anything back. We're not saying you have to review everything. And this is an email so it's not going to be he said, he said, because it was said. And the things that are being said about the positions I took, they're false. And that's just the reality. Attorney Baldiga responded to me that evening. I remember it very clearly because I was working on my couch, home with COVID, working on another matter, and Attorney Baldiga said to me, in an email, what I think we should do is just start excluding categories that we can exclude. We'll get everything else to Zeisler & Zeisler and we'll just get this out on a rolling basis. And I said is Paul Hastings okay with that? And he said I believe so. So that seemed inconsistent with what I had discussed with Paul Hastings the day before. So the following day I called Attorney Lindsey and said I had this conversation with you and Attorney Bassett and Attorney Lutz and then I got this email from Attorney Baldiga and they seem inconsistent, so can you get back to me on what we should be doing. Never got back to me. And here we are. And my only point, Your Honor, is we can -- Your Honor can obviously enter an expedited hearing and then we can be back here again fighting the Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 64 of 108

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| | Ho Wan Kwok - October 4, 2022 65 | |----|--------------------------------------------------------------| | 1 | merits or we can just be given a reasonable time to get this | | 2 | done and we can spend our time getting documents to the | | 3 | trustee instead of fighting about who said what, who didn't | | 4 | say what, who's trying to delay, who's not, and we can just | | 5 | do our jobs instead of fighting about how we got here. | | 6 | Because it is what it is. | | 7 | That's my humble suggestion, Your Honor. | | 8 | THE COURT: Well, let me ask you about that | | 9 | suggestion. You just said so you can do what you need to | | 10 | do. What is it that you need to do? | | 11 | MR. ROMNEY: Well, whatever documents Brown | | 12 | Rudnick does not believe that it can produce to the trustee, | | 13 | meaning that there is a colorable basis that there might be | | 14 | harm to the debtor, and I believe that that's what ABA | | 15 | formal opinion 473 says with respect to counsel and former | | 16 | counsel that have been served with a subpoena, which is, if | | 17 | there is a colorable basis, log it and assert the privilege. | | 18 | If there isn't, produce the document. That's more or less | | 19 | what it says. | | 20 | And we don't believe Brown Rudnick needs to review | | 21 | every document because I think there are going to be a vast | | 22 | majority of documents or a vast number of documents that can | | 23 | just be excluded. | | 24 | You know, the emails about what time should be | | 25 | meet at court, all of these things can be filtered out. I | | | |

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Ho Wan Kwok - October 4, 2022 66 don't know. There's ways to sorts these things out with electronic search terms. Obviously emails with third parties, they're not privileged. They can be produced. I'm not telling Brown Rudnick -- not that I expect them to listen to me, but we're certainly -- and the debtor is not directing them to withhold anything or not. They're a sophisticated law firm. If they're not comfortable producing something, we will look at it and we will do it expeditiously. And that will solve this problem. It will give this court one less issue that it needs to deal with in this case. And we will get it done quickly. And if -- anyone will be free to come into court and say Zeisler & Zeisler has had these documents for, insert time, they're not doing what Mr. Romney said on October 4th they would do. And hold whoever in contempt of the order that I'm asking you to enter giving us a reasonable time, but that would seem to address everybody's interest and be a fair result. Because otherwise, I don't know, it's just going to create a mess. We're talking about the attorney/client privilege and we're talking about the attorney/client privilege concerning documents that Attorney Baldiga has just confirmed some of them implicate issues that could be withheld on paragraph 7 of the order, that, yes, the debtor stipulated to, but the trustee stipulated it too. And

Ho Wan Kwok - October 4, 2022 67 what's good for the goose is good for the gander. We now have an order. It's -- THE COURT: Let me just stop you for a second. I don't think Attorney Baldiga confirmed that there are documents that the debtor could assert personal harm to. I think what Attorney Baldiga said is he's not going to substitute his judgment for the debtor's judgment. I think there's a -- that's a distinction that does make a difference. So I just want to clarify that for the record. Attorney Baldiga just nodded his head when I said that as well. So I'll I want -- all I'm trying to do, Attorney Romney, because there are many, many issues in this case, is just be as clear as possible. Okay? So I don't -- Attorney Baldiga didn't say that. Okay? He said he's not going to substitute his judgment, nor the firm, or Verdolino & Lowey, for an assertion that the debtor could make. MR. ROMNEY: Fair enough, Your Honor. There are documents that could -- that somebody could in good faith argue these concern personal harm to the debtor. And I think what the ABA formal opinion 473 says is that if there's a colorable dispute then that privilege can be asserted, privilege should be asserted, and then those documents can be logged, and we can submit those Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 67 of 108

Ho Wan Kwok - October 4, 2022 68 documents to the Court in camera as I believe the stipulated order prescribes -- THE COURT: So what prevents Mr. Baldiga or Verdolino & Lowey from turning over those documents to the trustee right now? MR. ROMNEY: Absolutely nothing -- THE COURT: Okay. MR. ROMNEY: -- if that's what they -- THE COURT: So, but -- then why -- why do you need to review them? I'm not being -- I'm truly trying to understand what's -- MR. ROMNEY: I have -- THE COURT: I'm not ruling on anything. We haven't even set an expedited hearing. I'm just trying to understand the point that you're making. MR. ROMNEY: Fair enough. The point that I'm making is that we are not saying that we need to review documents. And I want to be very clear about that. What we are saying is we are -- the debtor has said and asked Brown Rudnick to make a determination as to what should be produced and what shouldn't. My understanding is Brown Rudnick is not comfortable doing that. And I'm saying that with any judgment one way or another. Is that they will not.

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Ho Wan Kwok - October 4, 2022 69 And so because we were in a situation where Brown Rudnick was not producing and we did not seem to be getting anywhere in terms of resolving the issue of Brown Rudnick not producing, and the debtor not be willing to say I waive my right to assert privilege over all of these documents, that's where we offered to step in and review documents. And the debtor would then say there's no assertion -- privilege assertion here. These can go. And these we're logging. That we were offering to do that. If Brown Rudnick is comfortable responding to this -- or if Brown Rudnick will respond to this subpoena, that's what we've asked it to do in an email on September 21st. THE COURT: Okay. So let's just take a moment. Brown Rudnick, through Mr. Baldiga, said that he would be bound by the order that the trustee has asked enter with some minor changes to the language. You're now -- we've now spent at the beginning of this hearing very -- I think you all worked hard to come up with a protective order, right? It all relates to all this. So what would be the issue of having the documents turned over to the trustee and then you asserting whatever you want to assert, whatever you feel you can assert, under this protective order and the privileges order? MR. ROMNEY: The issue is that we already negotiated a stipulated order which has a procedure by which

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| | Ho Wan Kwok - October 4, 2022 70 | |----|--------------------------------------------------------------| | 1 | most privileged documents should go to the trustee, but | | 2 | there are to be some documents that are to be withheld. | | 3 | THE COURT: Where does -- I don't think it says | | 4 | that quite. I understand that it says that you can be | | 5 | concerned about a good faith -- in a good faith basis to | | 6 | believe personal harm. | | 7 | I guess we'd have to pull it up. You know, that's | | 8 | one of the problems. When we talking -- we've had -- how | | 9 | many orders do we have now? Quite a few. | | 10 | MR. ROMNEY: It's docket 856, Your Honor. | | 11 | THE COURT: 856. Let's pull up 856. It may take | | 12 | a minute, but let's pull it up and look at it. Because I | | 13 | thought what it said -- well, I'm not going to say anything. | | 14 | Let's pull it up and we'll read it. Okay? | | 15 | (Pause) | | 16 | THE COURT: And what paragraph is it, Attorney | | 17 | Romney, when we get it pulled up? | | 18 | MR. ROMNEY: I believe that the -- paragraphs 4 | | 19 | and 7 are the most applicable. | | 20 | THE COURT: Okay. So let's scroll down when you | | 21 | can to paragraphs 4 through 7. Let's stop at paragraph 2 | | 22 | for a minute. | | 23 | So, Attorney Romney, you were arguing earlier | | 24 | about documents that may go to dischargeability of debt | | 25 | issues. | | | |

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Ho Wan Kwok - October 4, 2022 71 MR. ROMNEY: Correct. THE COURT: My understanding of paragraph 2 was none of those documents are being requested because the trustee has the exclusive control of any attorney/client privilege, work product doctrine that could otherwise be asserted by the debtor's counsel under any applicable law, including common interest or joint defense privileges concerning, one, assets, right? Two, go to the next page if you would, please, top of page 3, the debtor's financial condition. And three, activities related to the administration of the estate. So my understanding, and I thought we talked about that fairly extensively, but I could be wrong, but my understanding is that has nothing to do with the non- dischargeability issues because, as Mr. Henzy's argued, I believe, and you can certainly correct me if I'm wrong, but that the trustee doesn't step into the shoes of Mr. Kwok in the non-dischargeability actions. And so, therefore, the trustee agreed, through this order, to carve that out, to not fight that fight another day if it's even going to be fought, right? So with regard to the issue of documents that go to non-dischargeability, the trustee's not seeking that. None of the -- none of the subpoenas seek that. And so if the subpoena document requests don't see anything with

Ho Wan Kwok - October 4, 2022 72 regard to production of documents that might go to non- dischargeability of debt, then those documents don't need to be produced. MR. ROMNEY: But, Your Honor, I don't believe that accurately states what the trustee is seeking from Brown Rudnick. I believe they're seeking anything in their file regardless of subject matter. And that's our entire point, Your Honor. Is that's why somebody needs to determine what falls within the category of what should be produced under this order. THE COURT: But where does it say that? It doesn't say that. It doesn't say somebody needs to determine. MR. BASSETT: Your Honor. Your Honor, if I -- THE COURT: So you think it says that in paragraphs 4 and 5 and 6? Is it you want to keep going on it? Hold on. Is that Attorney Bassett? MR. ROMNEY: How -- MR. BASSETT: Your Honor -- MR. ROMNEY: Sorry, I apologize. MR. BASSETT: I agree with Your Honor. It does not say that. And, in fact, I just want to emphasize this again, as I did at the outset, paragraph 7 of this order, if you Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 72 of 108

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Ho Wan Kwok - October 4, 2022 73 would scroll down -- THE COURT: All right. MR. BASSETT: -- could not be more clear. There is a very limited ability of the debtor, notwithstanding the presumption that is set forth in paragraph 6, that all of the post-petition documents in the files of Brown Rudnick and their financial advisor, which are the subject of this motion, notwithstanding that the privilege passes to the trustee on those documents, the debtor has a very narrow ability to assert privilege to the extent that he believes documents disclosed to the trustee could result in personal harm. If he has a good faith belief that such personal harm will occur, paragraph 7 says that the debtor's counsel, i.e. Zeisler & Zeisler, shall within ten days of the applicable production deadline here -- as I mentioned, they served a subpoena on August 17th, the deadline for production was September 16th, ten days from September 16th was September 26th -- the debtor's counsel can log those documents. They did not do so. Nor did they come to this court seeking relief from that deadline. And, again, this ten day period was specifically negotiated as part of this. We had a dialogue with the Court and with Mr. Romney where we talked about this and I recall the Court saying we're going to make sure that is a

Ho Wan Kwok - October 4, 2022 74 short period of time so there's no delay in this investigation. As it appears that what the debtor is now asking is that we rewrite this order to give them a quote/unquote, "Indeterminate reasonable time in order to complete a privilege log." And that is something that the trustee is not going to agree to. We think it entirely inappropriate. It is rendering (indiscernible) any teeth that this ten day deadline would have. So I think that alone is enough to demonstrate why there's urgency in this relief. That ten day period expired last week. We should have already received any log. We haven't. If we were to let this motion now play out on regular notice, we would be making frankly a mockery of this ten day deadline. The other thing I would say, Your Honor, and I still haven't heard a response to this, is that we have offered to resolve any issue of prejudice to the debtor by allowing the debtor to assert a claw back right over these documents. So Mr. Romney's concern that the documents produced, we don't know, it could go to non- dischargeability, there could be personal harm in there, they will have the opportunity to assert, after the fact, a privilege over a document that's produced, and we can then deal with any privilege issues at that time. So that there Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 74 of 108

Ho Wan Kwok - October 4, 2022 75 would be no harm. There would be no prejudice. And there is real urgency here. We're just asking for this order, which we painstakingly negotiated for specific purposes to avoid long, drawn out fights, to be enforced. THE COURT: Okay. Thank you. Attorney Romney? MR. ROMNEY: Your Honor, it is absurd to read the order as requiring the debtor's counsel, which it doesn't say Zeisler & Zeisler, it says the debtor's counsel, it is absurd to require anybody but the person who is in -- who received the subpoena who is or was the debtor's subpoena and that is in possession of the documents to create the privilege log. Zeisler & Zeisler and nobody in the universe other than Brown Rudnick can create a privilege log of documents within ten days or any days unless they have the documents. It's an absurd reading of the order. And to suggest that we would agree that the debtor's current counsel in this bankruptcy, meaning Zeisler & Zeisler, would be creating privilege logs regarding documents in the custody of parties other than us within ten days of the compliance date of the subpoena, it's physically impossible to create a privilege log concerning documents that one doesn't have custody or control over.

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Ho Wan Kwok - October 4, 2022 76 And the record is clear from the hearings, plural, on the negotiation of this order, that the contemplation was that the professionals who received these subpoenas would be applying this order to the documents they were in possession and control over. It was one of the responses to the trustee's concern that it would -- that the debtor would have some carte blanche right to just start holding back documents. And it was very clearly stated on the record, which is clear evidence of our intent, that, no, this is to give direction to the more than 20 professional firms that have received subpoenas to give them some guidance due to a conflict of authority as to how this issue should be handled in an individual debtor's case. We just haven't delayed logging documents that we don't have. With regard to the trustee's proposal, all they're saying is that they're bound by the Federal Rules of Civil Procedure. That's not a proposal. That's not an offer of compromise. It is what it is. They're bound by the Federal Rules of Civil Procedure, just like very person and professional that is subject to this court. That's what their proposal is, is give us everything we want. And if you want to raise an issue later, you can assert your rights under Federal Rule 26. I fail to see how that is any sort

Ho Wan Kwok - October 4, 2022 77 of good-faith compromise. THE COURT: You already did assert your rights under Federal Rule -- MR. ROMNEY: The claw back provision of Federal Rule 26. THE COURT: No. But you already did. This resulted in this order. You objected to the motion that was filed with regard to the privileges and the Rule 2004 subpoenas. This order, your client already objected to it. This was a result -- this was an agreement reached after that objection was raised. MR. ROMNEY: And -- THE COURT: And you don't -- I don't think that this order -- well, I'm not going to say anything more. You did already object. You did. And that's what resulted in this order. MR. ROMNEY: And we are saying apply this order -- THE COURT: Okay. MR. ROMNEY: -- to these facts -- THE COURT: So -- MR. ROMNEY: -- then there's no need for another order. THE COURT: So then according to Attorney Bassett, if you apply this order, then it says -- remember this is covered by a trustee privilege, which is a defined term, and Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 77 of 108

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Ho Wan Kwok - October 4, 2022 78 that concern the investigation topics, which is also a defined term, has nothing to do with non-dischargeability, nothing, because that's not a defined -- that's not an investigation topic. MR. ROMNEY: This order isn't the subpoena, Your Honor. THE COURT: Hold on. Hold on, Attorney Romney. It may not be the subpoena, but it's what is applied to the subpoenas. That's what we had the hearing about. That's what it was all about. You came in and objected to subpoenas. You said that it was all broad and overreaching and -- I mean, understandably that you have the right to do that. There's no problem with that. But this is the order that resulted from that argument. This is the order. And it says that within ten days of the applicable production deadline, subject to the right to make a good -- a motion in good faith to the Court for a reasonable extension of time, which that hasn't happened, log all such documents in accordance with the requirements of the Local District Court Rule 26 and/or identify all such documentary information necessary to support the claim of privilege, including with sufficient information to prima facie identify the basis for asserting the potential for personal harm. So what I'm -- what my question was is so what's

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Ho Wan Kwok - October 4, 2022 79 the problem? And I'm trying to understand it. So if Brown Rudnick and Verdolino & Lowey and everyone else that's been subpoenaed turns over this information that's responsive to those topics, the investigation topics, a term of art that was agreed to by the parties, then what's the problem? You still can assert that some of it is -- could result in personal harm. I'm trying to read the exact language of the -- to the extent that the debtor believes in good faith that particular documents covered by the privilege in the investigation topics could result in personal harm to the debtor. You could still do that. The trustee's already said he's not going to show them to everybody else. Isn't that what you said, Mr. Despins? Isn't that the agreement? MR. DESPINS: Yes. THE COURT: The agreement is you're not giving these to anybody else? MR. DESPINS: Yes. And we have -- we have no -- THE COURT: This is just your investigation? MR. DESPINS: We have no power to waive the privilege under the order. THE COURT: You're just -- it's just his investigation. He's not sharing these -- when -- these

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Ho Wan Kwok - October 4, 2022 80 documents aren't being put into evidence. They're not being testified to. They're not -- there's nothing yet. This is to have his investigation begin, which he hasn't been able to do, for whatever reason. I'm not -- let's just be -- let's just state a fact. The trustee has -- according to the documents that have been submitted to this court, and I haven't seen anything to the contrary, there haven't been compliance with the subpoenas. So there was this order entered back on September 14th to address these issues and to address the privilege issue and the investigation topics. Then there was a hearing today on a protective order. And you all come through and you have a protective order that sets forth a mechanism with regard to specific information that is only going to be shared with the trustee and counsel to the committee at this point and then anybody who signs a declaration. So, again, this is all about protection, right? It's all about protecting your client's rights and that's what we're trying to do. We're trying to protect your client's rights. But there also comes a point where there has to be production. And the production is -- should have already taken place according to the order entered on September

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Ho Wan Kwok - October 4, 2022 81 14th. MR. ROMNEY: Your Honor, this order contemplates a process for the application of documents that are otherwise responsive to a subpoena to be produced or not. Yes, nobody has produced a privilege log within ten days of the compliance date. But my point, Your Honor, is the debtor couldn't possibly have done that because the debtor doesn't control the documents. They're not documents in the debtor's control. And, yes, we expected this order, document 856, to be applied to the subpoena that was served on Brown Rudnick and every other professional. What I'm understanding is that Brown Rudnick is uncomfortable, incapable, unwilling, I don't want to put words in their mouth -- THE COURT: I think Mr. Baldiga said it clearly. He is not going to be put in the position of substituting the judgment of Brown Rudnick for the debtor as to what the debtor believes in good faith that particular documents or information that are covered by a trustee privilege and that concern the investigation topics could result in personal harm to the debtor. I don't think he said anything other than that. That's what he said. MR. DESPINS: Your Honor, it's very simple. The debtor has sued at least four firms for malpractice. They

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| | Ho Wan Kwok - October 4, 2022 82 | |----|-----------------------------------------------------------------| | 1 | want cover from Your Honor. | | 2 | THE COURT: I understand. | | 3 | MR. DESPINS: That's all this is about. | | 4 | THE COURT: But I understand that. Unfortunately, | | 5 | I do understand that. | | 6 | So I hear what you're saying, Attorney Romney, but | | 7 | right now, first of all, I'm not ruling on anything. I'm | | 8 | just going to set a hearing. Whether I'm going to set it | | 9 | right now before we end this hearing or I set it when I go | | 10 | back and look at documents again, but there's going to be a | | 11 | hearing set on the motion, the underlying motion. Okay? | | 12 | We've now got -- we've now got three orders, the | | 13 | governance order, the privileges and investigation topics | | 14 | order, and, based upon everyone's representations already | | 15 | made on the record today, there will be a protective order. | | 16 | That governs the protections of the parties in the case. | | 17 | Otherwise, we're not going to have a trial on these issues. | | 18 | This is -- the trustee was appointed to | | 19 | investigate the affairs of the debtor. One of the reasons. | | 20 | It states it clearly in the decision which was not appealed | | 21 | by your client. I know you weren't the lawyer. I'm not | | 22 | saying that. But it wasn't appealed. The appointment of a | | 23 | Chapter 11 Trustee was not appealed by Mr. Kwok so there's a | | 24 | Chapter 11 Trustee. | | 25 | MR. ROMNEY: There is. | | | |

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Ho Wan Kwok - October 4, 2022 83 THE COURT: And he needs to carry out his investigative duties under the code. He's attempting to do that. You may disagree. And I understand that as to what this order says, but I haven't seen anything to the contrary put in front of me that persuades me that this -- all these documents should not be produced to the trustee. We're going to have a hearing on that, right? That's what it's going to be. It's a motion to compel, right? So we're going to have a hearing. You're going to argue that, you know -- and I'm not -- you have the right to argue what you think is appropriate. I'm not suggesting anything to the contrary. But the point is the subpoenas were served in August after, by the way, being on -- and I'm not saying that anyone had to do anything, because they don't under our local rules, but parties were already on notice of what the subpoenas were seeking before they were ever served because that's how our process works in the 2004 examination. The subpoena gets attached to the motion, the form of the subpoena. And so the subpoena who is -- everybody that received the motions received the subpoena. Now, it wasn't a subpoena that was enforceable because it hadn't been served yet, but everyone was on notice as to what -- everyone that was served was on notice

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| | Ho Wan Kwok - October 4, 2022 84 | |----|--------------------------------------------------------------| | 1 | as to what was going to be in the subpoena when it was | | 2 | served on them, whatever the parties may be. Okay? | | 3 | Then we get to the point where service of the | | 4 | subpoenas are made. | | 5 | According to Attorney Bassett, it appears that's | | 6 | true, but I'm just, I could be wrong about the date, but it | | 7 | appears all of the subpoenas were served no later than | | 8 | August 14th. Under the Federal Rules of Civil Procedure | | 9 | that requires compliance by September 14th. | | 10 | You objected to the subpoena on behalf of Mr. | | 11 | Kwok, and maybe on behalf of others, I don't recall, but you | | 12 | objected and you asked for -- you said it was too broad -- | | 13 | you know, whatever, you made objections under the Federal | | 14 | Rules of Civil Procedure. | | 15 | Then you worked with the debtor's counsel, I mean, | | 16 | the trustee's counsel, excuse me, and the trustee, and you | | 17 | produced this agreed upon order. I'm not going to -- I'm | | 18 | not going to have hearings about what the agreed-upon order | | 19 | means. It is what it is. It says what it says. | | 20 | So I don't -- I still don't understand, with all | | 21 | the protections in these, now it will be the third order, | | 22 | how your client still can't -- is going to be harmed if | | 23 | Brown Rudnick, Verdolino & Lowey, and any other professional | | 24 | or any other party that was subject of the subpoenas, the | | 25 | three groups of subpoenas, how your client's going to be | | | |

Ho Wan Kwok - October 4, 2022 85 harmed. He's still got protections. He can assert whatever he wants to assert. MR. ROMNEY: And one of those protections is the right to assert privilege with respect to a narrow category of documents. THE COURT: What narrow category? MR. ROMNEY: Documents, the disclosure of which, could result in personal harm to the debtor. THE COURT: Okay. So when Mr. Despins and you and every -- I'm not saying just you, I know it was negotiated with many people -- the topics were investigation topics, assets. Which by the way your client already disclosed when he filed his schedules and statements of affairs, so he put all that on the table. There's no expectancy of confidentiality or anything with regard to assets that your client has already disclosed. Okay? There's case law on that. How can there be an expectancy when you voluntarily come to the Court and you disclose all these assets? Right? One of which is the suit in London. The trustee had been attempting to get information about that and has been not successful in doing that. Okay? Your client made his decision. With that decision, comes consequences. One of the consequences is that information -- and you've already agreed that all post-

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| | Ho Wan Kwok - October 4, 2022 86 | |----|---------------------------------------------------------------| | 1 | petition information is -- the trustee holds the privilege. | | 2 | You've already agreed to that in this order. | | 3 | MR. ROMNEY: We have not, Your Honor. | | 4 | THE COURT: That's -- well, then, let's go back to | | 5 | the beginning of the order. Let's go back to paragraph 1. | | 6 | MR. ROMNEY: Paragraph 6 is what governs the | | 7 | documents in the possession of Brown Rudnick and -- | | 8 | THE COURT: I'm not talking about just Brown | | 9 | Rudnick, Counsel, Mr. Romney. I'm talking about everybody. | | 10 | So can we go back to paragraph 1 on ECF 856, | | 11 | please, scroll up, please. Thank you. | | 12 | (Pause) | | 13 | THE COURT: So the first line, the first sentence | | 14 | that has many commas in it, but it says, upon the motion, in | | 15 | his capacity as trustee, for entry of an order pursuant to | | 16 | several sections of the bankruptcy code, including 521, 541 | | 17 | and 1108, and the Court's orders granting the trustee's | | 18 | motions for examinations confirming that the trustee owns | | 19 | and controls the attorney/client privilege, work product | | 20 | privilege and other privileges -- I don't have to read it | | 21 | all -- but you're already -- | | 22 | Keep scrolling down a little bit, please. Keep | | 23 | going. Stop if that -- right there, please. | | 24 | Paragraph 2, you've agreed -- you agreed to this. | | 25 | The trustee has exclusive control of any attorney/client | | | |

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Ho Wan Kwok - October 4, 2022 87 privilege or work product protection that could otherwise be asserted by a debtor's counsel concerning what I just already said, the assets, the administration of the estate. Go to the next page, if you would, please, page 3. I'm sorry. The financial condition of the debtor. Any activities related to the administration of the estate, including, without limitation, the preparation of schedules and the preparation of the declaration of Mr. Kwok. So I don't understand the problem. What could possibly be in those documents that could cause personal harm to your client that he already hasn't disclosed in this case? MR. ROMNEY: The documents that are referred to in the subpoena served on Brown Rudnick that are not enumerated in paragraph 2. That's exactly our point, Your Honor. THE COURT: What documents are those? MR. ROMNEY: Nobody's made that determination. THE COURT: Tell me what they are, Attorney Romney. Tell me what they are. MR. ROMNEY: I don't have Brown Rudnick's files. THE COURT: Well, you have the categories, so what category is objectionable? MR. ROMNEY: The documents hypothetically that Mr. Baldiga referenced at the beginning of this hearing or the

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Ho Wan Kwok - October 4, 2022 88 middle of this hearing, whenever it was, where the debtor was discussing in theory his fear of going to jail and that he would be assassinated in jail. THE COURT: That's not the -- that's not included in the investigation topics -- MR. ROMNEY: And who's going to -- THE COURT: -- or the administration of the estate. MR. ROMNEY: That's precisely my point, Your Honor. Somebody needs to determine what documents in the Brown Rudnick file pertain to the debtor's fear of being assassinated as distinguished from the assets of the estate. That's all our point is. And our view is that it should be Brown Rudnick because they are competent and they can interpret this order. THE COURT: Well, then, what's the problem? They are going to turn it over. They're going to turn it over, so I don't understand your problem. MR. ROMNEY: Turning -- they're proposing to turn everything over, both the documents in paragraph 2 -- THE COURT: No, they're not. I think Attorney Baldiga said there's things that are -- we're going to take out of the file. We're almost ready to. And he said Verdolino & Lowey is ready. He didn't say he was going to turn over every single document. That's not what he said at

Ho Wan Kwok - October 4, 2022 89 all. Am I wrong, Attorney Baldiga? You didn't say that. You said you were reviewing the file. You're taking out documents and you're taking out things that relate to the firm's administration, or whatever, and that you're not turning over the whole file. MR. BALDIGA: Thank you for the opportunity to clarify. We have very few documents that relate to the internal administration of the firm. I was the CEO of the firm for most of the period here. So there are certain things -- if we -- that have nothing to do with the administration of the estate, but the firm. So the word Kwok would show up on our lists of accounts receivable that we give to the bank for example. THE COURT: Certainly. Yeah. That's not -- MR. BALDIGA: Okay. Exclude those. THE COURT: That's not -- that's not part of the subpoena. MR. BALDIGA: I don't think anybody has any problem -- THE COURT: Yeah. MR. BALDIGA: -- with that type of thing because I get a lot of emails that others wouldn't. We were not engaged to work on any of the

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Ho Wan Kwok - October 4, 2022 90 dischargeability matters, so that's off the table. THE COURT: So you don't have any -- you don't have any documents in your files that relate to the dischargeability matters? MR. BALDIGA: Well, I want to be clear, an awful lot of our work had to do with PAX. I'm just using that as an example. That's responsive. PAX was -- PAX is the creditor that had the proceedings that would have resulted in the incarceration of Mr. Kwok, so -- and so -- and later filed -- THE COURT: But you don't have any of PAX's documents. You only have your own documents. MR. BALDIGA: No. But what I mean is -- so the entirety of our files, with the internal firm administration exception that no one cares about, the entirety of our files and Verdolino & Lowey's, fall within investigation topics. Because we did not work on dischargeability matters, there's one other thing that would need to be clarified. We were engaged three days before the petition was filed. Of course some period of time, but very short. I have asked the parties to, with respect to us, agree that since this order is phrased post-petition/pre- petition, given that our work only has three pre-petition days relating to the commencement of the case, that that be clarified so that it's all included in one. Because it

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| | Ho Wan Kwok - October 4, 2022 91 | |----|------------------------------------------------------------------| | 1 | doesn't make any sense to have two separate protocols for us | | 2 | at least. Verdolino & Lowey was only post-petition. | | 3 | So using PAX as an example, because I think it's | | 4 | important, everything we have that relates to PAX at all is | | 5 | within investigation topics. PAX was threatening | | 6 | incarceration and PAX later filed an objection to discharge. | | 7 | So it depends on how the question is asked. Did | | 8 | we work on the dischargeability matter? No. Did we work on | | 9 | everything to do with PAX's claims? Yes. On the basis of | | 10 | that information, did PAX later file an objection to | | 11 | discharge? Yes. | | 12 | THE COURT: I don't think it's an objection to | | 13 | discharge. I think they filed an objection to the | | 14 | dischargeability of their debt as opposed to -- yeah. | | 15 | MR. BALDIGA: Yeah. I'm sorry. As to their | | 16 | claim, yes. | | 17 | THE COURT: Yes. Okay. That's fine. | | 18 | MR. BALDIGA: And did they threaten incarceration? | | 19 | Yes. | | 20 | So in fairness the entirety of our files falls | | 21 | within section 2 of this order, investigation topics. | | 22 | What we don't know is what the debtor would now | | 23 | believe as part of those files would be subject to section 7 | | 24 | determination as to the current good-faith belief as to | | 25 | personal harm. | | | |

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Ho Wan Kwok - October 4, 2022 92 THE COURT: Understood. MR. BALDIGA: So I want to make it clear in that regard. THE COURT: Right. And so my question is so why can't those documents all be turned over to the trustee and then the debtor can make whatever claims that they want? MR. BALDIGA: We have no argument against that. THE COURT: Right. No. No. MR. BALDIGA: That's not our dispute. THE COURT: I understand. I understand. MR. BALDIGA: Yeah. THE COURT: Okay. I understand your point. But what I'm trying to ask Attorney Romney is he seems to think that -- at least maybe I'm misunderstanding him, but it seems to me what he's saying is he doesn't want you to turn those over to the trustee until he looks at them and then makes a determination. MR. BALDIGA: I don't want to speak for Mr. Romney. THE COURT: Right. But isn't that what you're saying, Attorney Romney? MR. ROMNEY: No. THE COURT: Okay. Then what are you saying? MR. ROMNEY: What I'm saying is that paragraph 7

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Ho Wan Kwok - October 4, 2022 93 refers to documents that both are covered by a trustee privilege and concern the investigation topics and could result in personal harm to the debtor if disclosed to the trustee. What I'm saying is given that there are documents that it appears concern -- that are covered by a trustee privilege and that are concerned investigation topics, paragraph 2, and that could result in personal harm to the debtor, somebody -- THE COURT: How could -- MR. ROMNEY: -- it does not need to be Zeisler & Zeisler -- we've asked that it not be -- but we could agree to do. THE COURT: How could -- how could anything that Brown Rudnick has with regard to PAX's claim, which is all public record, what would they have of PAX that isn't already public record that would cause in a good -- have a good faith basis for the debtor to believe that it would cause him personal harm? When you say threatened incarceration, PAX didn't threaten incarceration. They filed documents in a case in state court and a state court judge entered orders with regard to that. So you're saying that none of that -- that's going to be -- it can't be a basis to assert that there's going to

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Ho Wan Kwok - October 4, 2022 94 be personal harm to the debtor because it's all public record. And the debtor was represented by counsel in that case. And the debtor was involved in all of those matters. So what could Brown Rudnick possibly have, or anyone else, with regard to PAX's claim? PAX didn't turn over their documents to Brown Rudnick. Brown Rudnick didn't subpoena PAX. MR. ROMNEY: All internal communications that PAX doesn't have that came from the debtor's counsel in these matters, or the debtor, or the debtor's other professionals, or internal discussion among Brown Rudnick about those topics in discussions, none of which are available to -- THE COURT: And that's already been waived by this order. MR. ROMNEY: -- anyone in the universe except Brown Rudnick. THE COURT: That's all been waived by this order. You've all agreed that it passed to the trustee on a pre -- on a post -- yes, you did. That's what the first two paragraphs of the -- of the order say. MR. ROMNEY: Paragraph 7 says notwithstanding anything to the contrary -- THE COURT: Okay. So then -- all right. MR. ROMNEY: -- that to -- THE COURT: Go ahead.

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Ho Wan Kwok - October 4, 2022 95 MR. ROMNEY: -- that to the extent documents are covered by a trustee privilege and that concern investigation topics, those are the documents in paragraph 2. To the extent that any of those could result in personal harm to the debtor if produced to the trustee, the debtor has a right to assert privilege. And when the debtor's counsel or former counsel is holding -- THE COURT: No. The debtor doesn't have the right. The debtor has to have a good faith belief that he's entitled to the privilege. He doesn't have an automatic right. MR. ROMNEY: That is -- THE COURT: So let's make that very clear. That's what you negotiated. MR. ROMNEY: That's correct. THE COURT: We had a whole argument about what that meant. We had a whole argument about what personal harm meant. So if -- what personal harm could Mr. Kwok suffer other than being incarcerated, by whom by the way? There's no order by anyone anywhere that's going to put Mr. Kwok in jail. Not in the United States that anybody's told me about. So what -- he has to have a good-faith belief. What order is there out there, Attorney Romney, that's going to put Mr. Kwok in jail right now? MR. ROMNEY: That -- I'm not aware of any.

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Ho Wan Kwok - October 4, 2022 96 THE COURT: So then how could he have a good-faith belief that any of the documents that get turned over will result in personal harm to a trustee who's not going to share them with anybody else? MR. ROMNEY: Your Honor, this order was negotiated and entered under the backdrop of authority that is split, but that clearly recognizes the right of an individual debtor to withhold based on privilege documents that concern certain topics, is harm to the debtor in the case law. I objected to the language personal harm. I said that I believed it was ambiguous. I said why? Because there was a connotation that it related to physical injury. You told me that my objection on that regard was not well-founded, that, as I recall, that you felt personal harm or your interpretation of the word personal there was to the debtor as distinguished from to some other entity. And based upon that interpretation we did not object to the word personal harm. But this order was negotiated under the backdrop of a split of authority. And what we intended to do was take off the table any argument that the debtor retained all of his privilege, even though there is authority for that, would take off the table that the debtor had no right to assert any privileges, and agree on what the majority of the

Fiore Reporting and Transcription Service, Inc.

case law holds, which is a balancing test, but there has

Ho Wan Kwok - October 4, 2022 97 been no balancing test done with respect to these documents because no one has undertaken that test. THE COURT: Well, you haven't asserted that he has a good-faith basis to object to anything at this point. MR. ROMNEY: I can't -- THE COURT: That's your -- that's your job. So why haven't you done that? If you believe he has a good faith basis, then why haven't you done that? The time to do that was in this order. MR. ROMNEY: What we did was ask Brown Rudnick to look at this order, look at the information on its files, and make a determination as to whether any of this information fell within it. We don't know what's in their files. It does. If Brown Rudnick makes a determination that it sounds like Your Honor has made without seeing the files either that there are no documents that the debtor is allowed to assert control over, then Brown Rudnick can turn over its files and it has nothing to worry about. THE COURT: I didn't make any determination, Counsel. I asked you a number of questions with regard to issues that have been heavily negotiated. And now you're saying something that is not what we discussed when this order entered. You're saying that, oh, there's no way we could ever comply with paragraph 7 unless we see the Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 97 of 108

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Ho Wan Kwok - October 4, 2022 98 documents first. That's what you're saying. MR. ROMNEY: No, I'm not saying that. THE COURT: Then what are you saying, counsel? MR. ROMNEY: I'm saying that the counsel that has the documents can comply with paragraph 7 by looking at paragraph 7 and knowing what it has. And I don't think that that requires someone to review every single document necessarily. THE COURT: Okay. MR. ROMNEY: It could. It's what I would do if I were counsel served with a subpoena in this order. But I'm not going to tell any other counsel how to do their job. That's their job to do. And they were not comfortable applying this order to their files, as I understand it, and so we offered to do it. And if Brown Rudnick, with control of its files, believes that there is nothing in its files that it can in good faith assert privilege on behalf of its former client, then it has an obligation to the Court and the trustee to turn over those files. That's a fact. THE COURT: Okay. Anything else that you'd like to be heard on? MR. ROMNEY: No, Your Honor. Thank you. THE COURT: Okay. Thank you. All right. So there's a motion to expedite the

Ho Wan Kwok - October 4, 2022 99 hearing pending on -- I have to go back to the main case, sorry, I'm in the adversary -- let me just get the right order here. (Pause) THE COURT: So on September 30, the Chapter 11 Trustee, through his counsel, filed a motion to expedite a hearing on a motion for an order which is ECF 899. The order that the trustee is seeking to expedite the hearing on is the motion for compliance with the Rule 2004 subpoenas and enforcing consent order regarding control of attorney-client privilege and work product protection related to the 2004 subpoenaed information. Mr. Baldiga has stated on the record that he, although he has a vacation scheduled, and that he can't be available if there is a hearing later this week or early next week, that he has minor changes to the proposed order that the trustee has submitted granting that motion, 899 -- that's 898 and 899, I'm sorry, 899 is the affidavit, 898 is the motion. Attorney Romney has made some arguments about expediting the hearing and I understand those arguments. And we talked about some of the merits. But I'm not ruling on anything today because the debtor will have an opportunity to file a response to the motion.

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| | 108 | |----|----------------------------------------------------------------| | | Ho Wan Kwok - October 4, 2022 100 | | 1 | Which I don't believe you have done that yet, | | 2 | Attorney Romney, the motion. It was filed on Friday, so I | | 3 | would assume you have not filed any response, written | | 4 | response, to the motion for order authorizing compliance. | | 5 | Is that correct? | | 6 | MR. ROMNEY: It's correct, Your Honor. | | 7 | THE COURT: Okay. Thank you. I thought that was | | 8 | the case. I just wanted to make sure. | | 9 | MR. ROMNEY: Thank you. | | 10 | THE COURT: So I have a question as to why -- I'm | | 11 | looking at scheduling a hearing on this motion to compel | | 12 | compliance. And I know we're -- Attorney Bassett has | | 13 | suggested this Friday. | | 14 | But I'm also considering whether or not we could | | 15 | have that hearing on Thursday, October 13th. And I heard | | 16 | something before about, and I don't remember from whom at | | 17 | this point, that there was a concern. | | 18 | Well, the prejudgment remedy hearing is being | | 19 | continued from the 13th and 14th to later in the month, but | | 20 | what's the scheduling problem on the 13th? | | 21 | MR. DESPINS: It's mine, Your Honor. So if it | | 22 | could be on the 13th in the morning, that would be fine. | | 23 | But I don't know if that's what you had in mind. | | 24 | THE COURT: That's fine. I have no problem with | | 25 | that. We can start it, you know, 9:00 or 9:30. We can -- | | | |

Ho Wan Kwok - October 4, 2022 101 if you have a scheduling conflict for the afternoon, we can start earlier. MR. DESPINS: And could it be done by Zoom for my partner, Mr. Bassett? THE COURT: Yes. MR. DESPINS: Okay. Thank you, Your Honor. THE COURT: Anyone else have an issue with the 13th? MR. ROMNEY: The 13th works for me, Your Honor. THE COURT: Okay. And that will give you an opportunity to file a written objection too, Attorney Romney. Okay? MR. ROMNEY: Thank you, Your Honor. Is there a particular date and time by which -- THE COURT: Yes. We have, I believe, although I honestly am not sure, are we closed on Monday, October 10th for the holiday? THE COURTROOM DEPUTY: Yes. THE COURT: Okay. So, yes. I would like your objection to be filed by noon on October 11th, so that gives you a full week, well, a little less since it's 2:30, but that gives you a few days to file a written objection to the trustee's motion. So what I'm going to do is the motion to expedite the hearing, ECF 900, will be granted in part because it's Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 101 of

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| | 108 | |----|--------------------------------------------------------------| | | Ho Wan Kwok - October 4, 2022 102 | | 1 | not going to be granted on the date that the debtor -- the | | 2 | trustee asked, but it will be granted, and the hearing will | | 3 | be held on October 13th at 9:30 a.m. | | 4 | And then the debtor's counsel will have an | | 5 | objection deadline of October 11 at 12 p.m. | | 6 | And then we'll hear that order. We'll hear that | | 7 | -- we'll have a hearing on that motion. | | 8 | MR. ROMNEY: Your Honor may -- | | 9 | THE COURT: Go ahead. | | 10 | MR. ROMNEY: -- I have until later in the day on | | 11 | the 11th? I'll be -- | | 12 | THE COURT: How much later? | | 13 | MR. ROMNEY: 5:00 p.m., or potentially even in the | | 14 | evening. | | 15 | THE COURT: I'll give you 4:00, 4:00 p.m. So 4:00 | | 16 | p.m. on the 11th. Okay? | | 17 | And then we will have that hearing. | | 18 | Now, that's the only other -- I know that a motion | | 19 | was also filed today. | | 20 | MR. DESPINS: Yes. | | 21 | THE COURT: I haven't read it. I don't know if it | | 22 | was -- if expedited relief was sought with regard to that | | 23 | motion, but I don't think that is the case. | | 24 | MR. DESPINS: We didn't do that because we were | | 25 | going to -- we were about to walk into court and I figured I | | | |

| | Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 103 of 108 | |----|-----------------------------------------------------------------------------------------------| | | Ho Wan Kwok - October 4, 2022 103 | | 1 | would -- I would raise the issue with Your Honor. | | 2 | But basically, Your Honor, this is the Ace Decade | | 3 | motion for contempt. This has been pending for more than 30 | | 4 | days at this point. | | 5 | So we would ask Your Honor to schedule that at | | 6 | your earliest convenience, except that if there's going to | | 7 | be witnesses, then -- because I understand that the argument | | 8 | will be, as described by Mr. Henzy, that the translation's | | 9 | not accurate. We don't believe that's controlling because | | 10 | there are other statements made. | | 11 | But if Mr. Kwok's going to be coming to testify, | | 12 | we would need to take his deposition, so we need to build | | 13 | that into the schedule here. | | 14 | THE COURT: Okay. I'm going to look at the motion | | 15 | and then we'll figure that out. And we'll have to figure | | 16 | out -- you know, maybe we'll have to have some kind of | | 17 | conference to schedule that. I don't know. I have to look | | 18 | at it. I haven't looked at it yet. | | 19 | MR. DESPINS: Thank you, Your Honor. | | 20 | And then there was a last housekeeping matter. | | 21 | I think Mr. Linsey wanted to address to the Court. | | 22 | MR. LINSEY: Good afternoon, again, Your Honor. | | 23 | Patrick Linsey for the trustee. | | 24 | This is back to the adversary proceeding we | | 25 | discussed earlier. | | | |

Ho Wan Kwok - October 4, 2022 104 THE COURT: You need -- I'm sorry, when you filed the cross-claim, there has been no summons issued. Is that -- MR. LINSEY: That's exactly correct. THE COURT: Yes, I know that. And that does have to happen. So I agree with you. I haven't been able to talk with the clerk's office about that yet, but there does need to be a summons issued. MR. LINSEY: We just wanted to make sure there was nothing else you needed from us, Your Honor. THE COURT: No. But I completely agree that there does need to be a summons issued. Okay? MR. LINSEY: Thank you, Your Honor. THE COURT: And, as I said, you know, the clerk's office might not have understood that there was a counterclaim for which there was a summons that needs to be issued, so we will take care of that as well. MR. LINSEY: Thank you. THE COURT: All right. Thank you. And just to be clear with everyone, maybe -- I don't know what we're going to do yet as far as the motion that was filed this morning in scheduling, but, Mr. Kindseth, you said you think there will be a stipulated order submitted on the repair reserve. And you think that will be submitted -- when did you say, tomorrow? Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 104 of

| | Case 22-50073 Doc 966 Filed 10/13/22 Entered 10/13/22 21:00:06 Page 105 of 108 | |----|-----------------------------------------------------------------------------------------------| | | Ho Wan Kwok - October 4, 2022 105 | | 1 | MR. KINDSETH: Realistically, tomorrow. | | 2 | THE COURT: All right. Well, if by Thursday, | | 3 | midday or something, like that I haven't seen anything, I | | 4 | may have a status conference and say where are things and -- | | 5 | because I need to know whether we're going to have a -- you | | 6 | know, just so we have appropriate staff and everything if | | 7 | we're actually going to have an evidentiary hearing on | | 8 | Friday. | | 9 | MR. KINDSETH: I completely appreciate that, Your | | 10 | Honor. | | 11 | THE COURT: Okay. All right. Thank you. | | 12 | MR. LINSEY: Your Honor, I have just one quick | | 13 | question. | | 14 | THE COURT: Sure. | | 15 | MR. LINSEY: You had said to the trustee that Mr. | | 16 | Bassett may appear without -- remotely, so we will not need | | 17 | to file a separate request, correct? | | 18 | THE COURT: Yeah. I'm going to try to stop you | | 19 | all from having to file remote motions under the specific | | 20 | facts and circumstances of this case. Okay? Because I | | 21 | think we all know who's going to be here and not here. | | 22 | But I think what I would like you to do, both | | 23 | sides, depending upon -- I mean, obviously Mr. Romney and | | 24 | Mr. Kindseth, when you had to appear, it was unfortunately | | 25 | for health reasons and I understood that. There's never |

| | Case 22-50073 Doc 966 Filed 10/13/22 Entered |----|------------------------------------------------------------- | | Ho Wan Kwok - October 4, 2022 106 | 1 | going to be an issue with regard to that. And hopefully you | 2 | won't have to have that happen again. Obviously. | 3 | But if we can just all agree that people can | 4 | appear remotely that are in Connecticut, I think that would | 5 | be helpful. | 6 | And what I would ask is the way that that could be | 7 | accomplished is that someone from the trustee, someone from | 8 | PAX, someone from HK, someone from the debtor, and Ms. Guo, | 9 | just send a -- one person sends it, I don't care who, an | 10 | email to the courtroom deputy with everybody else cc'd, | 11 | including the U.S. Trustee's Office so they know, these | 12 | people would like to appear remotely at whatever hearing it | 13 | is. Okay? Not witnesses. I'm | 14 | I'm talking about lawyers who want to either be | 15 | heard or be part of a hearing by observation. If it came to | 16 | a witness situation, we'd have to have a discussion about | 17 | that. And then you'll get the information for people to | 18 | appear remotely so we don't have to keep -- you don't have | 19 | to keep filing these motions. Okay. | 20 | In the specific circumstances of this case, | 21 | because I'll probably get in trouble for having said all | 22 | that. So you have to understand that I agree that -- we | 23 | don't need to have ten more docket entries about motions to | 24 | -- understandably that you filed them, but let's cut that | 25 | now if we can as long as everybody -- I don't see why | | 10/13/22 21:00:06 Page 106 of 108 | ----------------------------------| | | | | | | | | | | | | | not talking about witnesses. | | | | | | | | | | | | | |

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| | 108 | |----|----------------------------------------------------------------| | | Ho Wan Kwok - October 4, 2022 107 | | 1 | anybody have a problem with that. | | 2 | Does anybody have a problem with that right now | | 3 | what I've suggested? | | 4 | ALL COUNSEL: No, Your Honor. | | 5 | THE COURT: Okay. Great. I appreciate it. | | 6 | MR. GOLDMAN: Your Honor, I don't have a problem. | | 7 | I just have a question. | | 8 | The committee itself doesn't have out-of-state | | 9 | counsel, and there are matters where we have only a | | 10 | tangential interest, so would that -- would that -- would | | 11 | Your Honor's remarks apply to -- | | 12 | THE COURT: Yes, the committee. | | 13 | MR. GOLDMAN: -- the committee's counsel as well? | | 14 | THE COURT: Yes, it would. I think that the | | 15 | committee counsel can appear remotely even though the | | 16 | committee's in Connecticut because, again, I agree, Attorney | | 17 | Goldman, at this point, the role is different than it was | | 18 | prior to the appointment of a trustee. | | 19 | So unless someone has a problem with that, I have | | 20 | no problem with that. Okay? But just get in the group of | | 21 | the emails so that the courtroom deputy makes sure that | | 22 | everyone is on the same page. All right? | | 23 | MR. GOLDMAN: Thank you, Your Honor. | | 24 | THE COURT: But that's the way we'll disseminate | | 25 | the information without everybody having to file motions. | | | |

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| | 108 | |----|------------------------------------------------------------| | | Ho Wan Kwok - October 4, 2022 108 | | 1 | All right. Is there anything further we should | | 2 | address this afternoon? | | 3 | MR. DESPINS: No, Your Honor. Thank you. | | 4 | THE COURT: Okay. Thank you, all. | | 5 | MR. DESPINS: Thank you. | | 6 | (Proceedings adjourned at 2:29 p.m.) | | 7 | I, CHRISTINE FIORE, Certified Electronic Court Reporter | | 8 | and Transcriber, certify that the foregoing is a correct | | 9 | transcript from the official electronic sound recording of | | 10 | the proceedings in the above-entitled matter. | | 11 | | | 12 | | | 13 | October 13, 2022 | | 14 | Christine Fiore, CERT | | 15 | | | 16 | | | 17 | | | 18 | | | 19 | | | 20 | | | 21 | | | 22 | | | 23 | | | 24 | | | 25 | | | | |