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Time is 9.30 Central. Today is March the 3rd, 2023. This is the docket for Houston, Texas.

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First on the docket this morning, we have the jointly administered cases under case number

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22-90341, core scientific. Folks, please don't forget to record your electronic appearance.

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That's a quick trip to my website, a couple mouse clicks. You can do that at any time prior to the

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conclusion of the hearing, but that is how we record your appearance. First time that you speak,

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if you would, please state your name and who you represent. That really does serve as a good point

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of reference for the court reporters in the event that a transcript request is made. We are recording

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this morning using court speak. We'll have the audio up on the docket available for your download

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shortly after the conclusion of the hearing. There was some odd noise, so I went ahead and

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activated the hand raising feature. If you know you're going to be speaking, if you go ahead and

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give me a five star, let me get you unmuted now. Obviously, you can change or you can make that

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decision at any time. All right, Ms. Berkowitz, good morning to you. You want to start us off

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and give me an update as to where we are? Yes. Good morning, Your Honor. Can you hear me?

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I'm clear. Thank you for asking. Great. Ramees Berkowitz from Wild Onshore for the record.

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I understand, although they will confirm for themselves, that both of the ad hoc group of

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equity holders and the ad hoc group of convertible note holders have agreed to the construct that the

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court suggested on Wednesday in relation to the appointment of an equity committee. We've all

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gone back and forth a few rounds on the proposed order and have made some progress. However,

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there is still not agreement on the proposed terms. Primarily, the disagreement is between

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the ad hoc equity group and the ad hoc convertible note holder group. We did just get a revised

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version right before the hearing started that we're going through, but I will, if it makes sense to

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the court, I will turn it over to Mr. Meisler to advise the court on what the open place are.

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Certainly. Thank you. Mr. Meisler, good morning to you.

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Mr. Meisler, do you perhaps have me muted from your side? I can see you talking, but we can't

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hear you. And had you hit five star, I guess I should have started there.

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And Your Honor, just for the record, Noel Reed is on as well for the ad hoc equity group.

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I don't seem to be able to get the video. It's just spinning on joining sessions for me,

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but I am on the audio. So I will tell you this. If you're seeing the spinning that tells you

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that you don't have a sufficient internet connection, that it will pass the video.

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What I've seen other folks do, and it tends to work, is that disconnect, try to reconnect.

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Sometimes that fixes it. Sometimes it doesn't, but it's an internet connection issue.

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Got it, Your Honor. And just very quickly, I was prepared to at least start for the ad hoc equity

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group. Ms. Berkish stated it correctly. I think we're in agreement on the concept. I think we're

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close on the order. And I think from our perspective, while Mr. Meisler can talk through

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the details of the two remaining open items, I think the parties are trying to affect your intent.

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And so it probably just makes sense for you to simply resolve what that intent is.

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Certainly. First, let's see if we got Mr. Meisler unmuted. Mr. Meisler,

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do you want to try that again? Just say something. Yes, Your Honor. Loud and clear.

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Yes, sir. Thank you. Oh, perfect. Great. I did Val Skeddon's tech course several times.

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So I'm glad this was working this morning. Your Honor, what Ms. Reed said is 100% correct.

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You should hear also from Mr. Hanson, but at its core, we're in agreement on the proposed resolution

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suggested by Your Honor. We did have a meeting with our client group yesterday, and we had

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overwhelming support by the group to move forward on the terms that you suggested.

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I think we just have some details on the margins where Mr. Hanson and I haven't yet resolved the

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order. And I'm happy if Mr. Hanson's okay. I'm happy to go through what I think are the areas of

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dispute, but I don't want to get ahead of Mr. Hanson. So if Mr. Hanson wants to jump in, he is

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very welcome to do so. So let me, and again, I'm certainly going to hear from Mr. Hanson, but let

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me propose a different way of proceeding. It just generally tends to work is that you take today,

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weekend if you wish, see if you can hammer it out between yourselves. If you can't, and I'll pick a

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deadline, if you can't get it done by 10 o'clock on Monday, upload competing forms of the order.

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Just understand that you may get form A, you may get form B. More likely you get form C.

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Your Honor, that would be fine with us, although I would ask,

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especially in light of previous comments that you've made,

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I would ask you submit an order by close of business today.

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I'll find by May. I was just trying to recognize that you folks have other things to do other than

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work on this order. I was just trying to give folks flexibility. Mr. Hanson

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didn't mean to not give you an opportunity.

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No, thank you, Your Honor. So can you hear me okay?

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Loud and clear. Thank you.

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Chris Hanson with Paul Hastings on behalf of the Ad Hoc Secure No Holder Committee.

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Your Honor, we're fine to try to upload either an agreed upon order or two forms of orders.

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That's by the end of today. That's fine.

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I do think it would benefit us in the process of trying to get an agreed order if Mr. Miser and I

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can explain just a couple of the things that we're struggling with so that you can give us

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a little guidance on that. More than happy to do that.

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I was just trying to keep my finger off the scale, but happy to do that.

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Yeah, so I would defer to Mr. Miser. I always want the mic and I'd like to go with

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what he started. So from a court perspective, I'll let him start his motion and then I'll respond.

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All right. Mr. Miser.

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Thank you, Your Honor. There's really two areas of dispute.

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One is, Your Honor, we have put in the assumptions that were the factors that got us to arrive at our

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$4.75 million budget. And to be sure, our original budget was higher than that. The debtors could

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negotiate negotiating with us led to a lower budget, but those factors are what led to the budget.

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If we were to bust those assumptions, it doesn't give us automatic answers.

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It doesn't give us automatic license to increase the budget. So we would want all parties to be

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aware that it's those assumptions that led to the budget. Why? If a party propounds needless

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discovery upon us, then, Your Honor, we're going to bust the budget. Now, I think that goes into

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some of the factors that you were thinking about, that if someone launches discovery,

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it's really aimed at us. If we're launching tactics that are really meant to be, using my own words,

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extortionist tactics rather than value accretive tactics, then we wouldn't get compensated.

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But I think that that litmus test in some way would also apply if the shoes on the other foot

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and some other party in interest were to launch needless value destructive discovery upon us.

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Discovery is labor intensive and it could lead us to bust the budget. So the factors are out there

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in a sense to educate all the parties in interest how we arrived at the budget, but not meant to be

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a test for, Your Honor, on the question of whether the budget can be increased. And we'll pause there

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just for one moment in case, Your Honor, has any questions to that principle.

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So, obviously, I haven't seen anything. And Mr. Hanson, what does your client see?

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Well, Your Honor, so our clients are still not happy with the appointment of an equity

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committee, but they appreciated the way that you described things at the hearing the other day.

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So we're going to, as Ms. Berkman-Betch noted, we're going to try to proceed to get an order settled.

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With respect to the assumptions, our only point was in the form of order that we've been working on,

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the misdemeanor had included a schedule which had assumptions in it. And I don't think that's bad.

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I don't think that's appropriate. And B, the point on the assumptions is that, you know,

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and this really translates to the bigger question, which is, is this a budget or is this a cap?

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And our view is it's a fee cap. That cap is only subject to increase by total order of the court.

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And as the court noted at the hearing the other day, the court might not even agree that they can

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go through the cap based upon your analysis later if people keep the check. And so my point that I

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was debating with Mr. Meisler was, you know, we don't, whatever basis upon which you agreed to cap

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yourself at $4.75 million for all the professionals for the equity committee, these expenses and

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expenses of the members themselves, that's your business. We don't need to have an order that

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notes what the assumptions were that went into that because that would give some information that

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if those assumptions were no longer valid, for some reason, there's a better reason to increase

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the cap. That's something that you can consider at a later time.

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So this is really, this one's really easy for me, if it's helpful, is that the equity committee

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and the debtor agreed to a cap of $4.75 million. And that cap can't be exceeded absent further

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order from me. And I'm not going to be constrained by any consideration because I don't know,

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I don't know what I don't know. And so if there's a request that's filed to exceed the cap,

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I'll take it up based upon what I know at the time that the request is made. Hopefully that helps

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move that issue along.

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Yes.

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After Ron Meisler, on the fee cap, what we understand is that if we exceed the $4.75 million,

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$4.75 million, we being the equity committee for advisor expenses, then we can't get paid

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by the estate unless you're on our borders otherwise. The reason why, and maybe just

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semantics, the reason why we use the word but as opposed to cap is our concern is that it could

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limit the pool of advisors that are willing to be hired by the equity committee.

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Absolutely.

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We would of course make it.

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Absolutely.

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Right. We would of course make it.

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We could.

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Exactly. We want to enable the best advisors to pitch and be retained by the equity committee,

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understanding that they will not get paid if the budget is exceeded and your honor doesn't

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order otherwise that they could get paid. But that semantic difference could be the reason why a

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senior management team of a law firm or a financial advisor may choose simply not to pitch.

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And again, our principal motivation here is we would like the best advisors to be able to

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represent this group, understanding the risk.

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Totally agree. And I can't imagine that you're going to talk to someone and ask them to make

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a pitch of a group that doesn't know me. And I would think that alone would give them a degree

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of comfort. If not, then they're just going to have to make a business decision. It's just easy

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for me. So what's next?

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Your honor, I think that's it. Although I don't have so clearly the word cap will be in that

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order. But I don't have clarity on the assumption that that builds up that number, which we'd like

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because we, again, it doesn't bind the court in any way.

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So take the decision-making process out of it. It's an agreement between the ad hoc equity

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committee and the debtors. It's 4.75. I'm not going to look behind it. And again, if there's a

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request to increase it, I'm going to base it on what is important to me and what I know at the time.

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Not today. I'm not going to consider anything on a list that exists today. Or I'm going to say I'm

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not going to be bound by anything on a list today. I'm going to hear what the arguments are at the

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time. So let's get rid of the list. Let's move on. Thank you, your honor. Unless Mr. Hanson has

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something else, I think those are the principal areas of dispute. Okay. Mr. Hanson, anything else?

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Yeah, your honor, I had one other point on the order and then just the general comment before we

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part that I wanted to make. So with respect to the order, I think where the parties are going to land

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is that we are going to rely on your honor's comment as the standard by which the fees get

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analyzed as opposed to trying to come up with language between us, which we may have a

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disagreement on and which we may have to ask you to resolve. So for example, instead of having a

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decreedal paragraph that says, the fees for the equity committee shall be viewed in hindsight

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based upon, you know, instead of getting really choppy with the words, I think you gave us a bunch

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of examples. You went through it at the hearing the other day. But we wanted to just make sure

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if we all align in that language that we have this discussion with you today so that we have a little

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bit of a supplement to the record the other day. And, you know, you were clear that you want to be

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able to have the discretion to view the fees that are generated by the equity committee in hindsight.

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And what we understand hindsight means is at whatever period you're looking back, sure,

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you're going to assess whether the fees are reasonable at the time that they were incurred,

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but you're also going to assess them having the benefit of the result that was produced

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as a result of the act that was taken, as well as the factors that are existing in the case

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at the time that you were looking at them. And you're not going to be constrained by saying you

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had to go back in time to look at it then. So we're, in our mind, while you didn't go all the way

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to say, I'm going to look at it on substantial contribution type standards, effectively what

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you're saying is you always have the discretion to look back across these fees whenever it is

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based upon where you are. And you're really guided by the six factors that you added to the

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film from Pride analysis, which is what difference did they make. And so we wanted to just make sure

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that we were all clear there so that when we say we're relying on whatever you had told us

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we're going to be the standard rather than try to describe your words ourselves, that we were clear

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on what that standard is. I think that's right. And I think if you look back, I've been entirely

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consistent when I added that additional requirement to Pilgrims. I think that's actually

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in another case and in another order, but that shouldn't be a mystery to anybody. I mean, look,

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you're just going to have to accept a little bit this on faith. I spent 20 plus years as a

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professional. I understand that you like to be paid for the services that you provide. I am certainly

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not out to make a point with any professional, but we're in a unique situation here. And my focus

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is exactly as I said at the hearing, it's on the debtor and the business and the employees

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and whether or not there is a path forward here. And just to be entirely transparent,

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I'm simply reserving the right to exert leverage on everybody to move this forward. Everybody does

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their job. I can't imagine there's a problem. People don't do their job. And for instance,

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if I ever have to revisit the snippiness issue that I raised at the prior hearing, okay. I mean,

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everybody had fair warning at that point, but this is not an I got you. This is not a, I want to make

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a point about rates. I'm not. I think I've said a thousand times, you know, rates are driven by the

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market. I'm a big believer in the market. Just do what you all, do what you know you're supposed to

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be doing. And I can't imagine there's an issue, but I am reserving the right to come back and

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revisit this if in fact my assumptions about any or all of you turn out not to be correct.

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I don't know how it could be any more transparent than that.

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And your honor, this is Noel Reed. We thought you were perfectly transparent and that was the

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basis on which we advise our client and secure their support. And we're very comfortable with

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the guidance that the court gave previously. Mr. Hanson, did I say something that was any

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different than what I said the other day or that I've previously said in other cases?

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No, your honor. I think we're again, we're good with what you said the other day as far as to make

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sure that we were all clear because again, I think that's a better stance that I again suggested if

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we agree with it that it's better to do that than it is to try to describe, you know, our own words.

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And to your point about moving this case forward, there's just, I want to touch on this, right?

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Ms. Portovich gave you an update the other day, you know, they're now two months into the case.

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I made the point that perhaps we should wait to see what happens here until we have a business

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plan. But clearly the exclusivity clock is ticking and we currently have no progress towards the plan

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of reorganization at all. We had an RSA that's been torn up, right? And so one of the major

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standards here, and we've highlighted it a few times, is we don't want to hang out in bankruptcy.

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We want to move this case as quickly as possible and get out and move fast and of course keep

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seed down. But it also helps us get an entity out of bankruptcy where it shouldn't be hiding.

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And so we want to just point out to the court that clearly there may be an exclusivity extension

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coming. We hope to see significant progress on plan by that point in time, but we can't do that

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without the debtors having a business plan and the debtors getting around and trying to negotiate

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with everybody. So we look forward to that happening and we hope it happens soon. And I'd

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also just note for the record judge, to your point about the fragileness of this business,

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part of the Bitcoin drops almost 5% overnight, last night. And so it is... For whatever reason,

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I now look at it every day. Welcome to the club. Your honor, I agree with what Mr. Hanson said in

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terms of the, as I mentioned the other day, our finalizing our business plan. And then we intend

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to sit down with all of our major stakeholders, including Mr. Hanson's large client group,

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and negotiate a plan of reorganization. And again, if it's helpful, and I mean this sincerely,

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if anyone... It doesn't take a lot to get a status conference if there's an issue that

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you believe I can be helpful on. I want to be helpful to the process. I'm here to resolve

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disputes, but I also want to be helpful to the process. And again, I want to get you all focused

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on the next part of this, which is why I've kind of been a little pushy with respect to this

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issue. If it turns out that Isger can help, I had to go eat the most god-awful cheeseburger

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in my life yesterday, so he now owes me another one. I'm more than happy to get him involved,

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if that's helpful. If Judge Lopez can be helpful, I think he owes me a couple. I'm happy to use

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all of those favors to help move this along, because I really do want to... I'm looking at

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this a whole lot like I would a retail case. This really has to move quickly if it's going

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to have a chance of succeeding. So again, I trust you all. I'm going to sit here and expect

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everyone to do what I know you can do so well. But if it turns out that we need a nudge in one

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direction or another, all of you know how to ask. It's not going to bother me one bit.

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That is very helpful, Your Honor. Thank you. All right. So ordered by the end of the day,

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somebody will shoot Mr. Alonzo an email once it's been uploaded, and I'll turn it promptly around.

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If it turns out that there is just a logjam... Number one, I'm going to be here all day. If

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folks think it would be helpful to jump back on, I'm happy to do it. Also, if you want to just

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submit, again, version A, version B, I'm happy for you to do that, just always with the caveat

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that you could get order C. Okay? Thank you, Your Honor. Thank you, Your Honor.

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Trey, everyone have a wonderful weekend. I don't know what the weather is like your way,

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but it's just beautiful here today. But have a wonderful weekend and see everybody soon.

