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Full title: Joinder of the Future Claimants' Representative to the Motion of the Official Committee of Asbestos Claimants for Leave to Appeal the PIQ Order (RE: related document(s)1707 Motion for Leave to Appeal filed by Creditor Committee The Official Committee of Asbestos Claimants of Bestwall, LLC) filed by Felton Parrish on behalf of Sander Esserman. (Parrish, Felton) (Entered: 04/20/2021)

Document posted on Apr 19, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Sander L. Esserman (the “Future Claimants’ Representative”), as the Bankruptcy Court-appointed legal representative for the individuals (the “Future Claimants”) who will assert asbestos-related personal injury demands, as defined in § 524(g)(5) of the Bankruptcy Code, against Bestwall LLC (“Bestwall”) after confirmation of a plan of reorganization in Bestwall’s chapter 11 bankruptcy case, hereby joins the Motion of the Official Committee of Asbestos Claimants for Leave to Appeal the PIQ Order [Docket No. 1707](the “Motion for Leave”) and the Memorandum of Law in Support of the Official Committee of Asbestos Claimants of Bestwall LLC’s Motion for Leave to Appeal the PIQ Order Bestwall is seeking to confirm a plan of reorganization that will use § 524(g) of the Bankruptcy Code to create and fund a trust to resolve and pay asbestos claims.Trusts established under § 524(g) are intended to settle claims, not to litigate them, and thus, the historical values at which Bestwall and Old GP settled claims in the tort system are the most relevant data for determining the necessary amount of trust funding.If Bestwall wants to argue for a theory of liability that minimizes its obligation to fund a § 524(g) trust—to the direct detriment of Future Claimants who bear the risk of inadequate trust funding—the discovery supporting that argument should comply with the Federal Rules of Civil Procedure, at the very least.

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UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF NORTH CAROLINA CHARLOTTE DIVISION In re: Chapter 11 BESTWALL LLC,1 Case No. 17-31795 (LTB) Debtor. FUTURE CLAIMANTS’ REPRESENTATIVE’S JOINDER TO THE MOTION OF THE OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS OF BESTWALL LLC FOR LEAVE TO APPEAL THE PIQ ORDER Sander L. Esserman (the “Future Claimants’ Representative”), as the Bankruptcy Court-appointed legal representative for the individuals (the “Future Claimants”) who will assert asbestos-related personal injury demands, as defined in § 524(g)(5) of the Bankruptcy Code, against Bestwall LLC (“Bestwall”) after confirmation of a plan of reorganization in Bestwall’s chapter 11 bankruptcy case, hereby joins the Motion of the Official Committee of Asbestos Claimants for Leave to Appeal the PIQ Order [Docket No. 1707] (the “Motion for Leave”) and the Memorandum of Law in Support of the Official Committee of Asbestos Claimants of Bestwall LLC’s Motion for Leave to Appeal the PIQ Order [Docket No. 1708] (the “Memorandum of Law”)2 with respect to Questions 1, 2, 3, 12, and 13 identified by the Committee in the Memorandum of Law. The Future Claimants’ Representative is joining the Committee’s appeal with respect to these five questions for two main reasons. First, the Future Claimants’ Representative does not 1 The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 100 Peachtree Street, N.W., Atlanta, Georgia 30303. 2 Capitalized terms not defined herein shall have the meaning ascribed to them in the Motion for Leave or the Memorandum of Law, as applicable.

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believe that the PIQ Order will aid confirmation of a chapter 11 plan that is fair and equitable to Future Claimants. Bestwall is seeking to confirm a plan of reorganization that will use § 524(g) of the Bankruptcy Code to create and fund a trust to resolve and pay asbestos claims. Trusts established under § 524(g) are intended to settle claims, not to litigate them, and thus, the historical values at which Bestwall and Old GP settled claims in the tort system are the most relevant data for determining the necessary amount of trust funding. By virtue of the funding provided by New GP, Bestwall can pay full historical value to all compensable asbestos claims. These historical settlement values already reflect Bestwall’s and Old GP’s best efforts, with the aid of sophisticated counsel, to resolve asbestos claims for as little as possible. Even so, Bestwall seeks to use the PIQ to argue that the § 524(g) trust should be funded based, not on these real-world claim resolutions, but on Bestwall’s calculation of what its liability could be in an alternative, hypothetical tort system. However, a trust designed to pay Future Claimants less than what comparable claimants received in the tort system is not fair or equitable, and would not be in the best interests of Future Claimants. Nor is such a trust likely to garner the requisite support from the claimants whose claims are to be addressed by the trust. Because claimants will not vote for, and the Future Claimants’ Representative cannot support, a § 524(g) plan designed to pay future claims against a solvent entity less than those claims are worth in the tort system, the PIQ Order is not conducive to a fair, equitable, and consensual resolution of this chapter 11 case. Second, Bankruptcy Rule 2004 does not permit the PIQ discovery that Bestwall attempts to use to minimize its funding obligation. Because Bestwall is seeking discovery from individuals who are not parties to the chapter 11 case (and who are thus outside the Bankruptcy Court’s jurisdiction), due process requires Bestwall to utilize subpoenas under Rule 45 of the

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Federal Rules of Civil Procedure to obtain discovery. The discovery available under Rule 45, however, is limited to depositions and requests for production—it does not permit the sworn written testimony that the PIQ Order requires. Bestwall is not entitled to disregard the Federal Rules of Civil Procedure simply because compliance would be inconvenient. If Bestwall wants to argue for a theory of liability that minimizes its obligation to fund a § 524(g) trust—to the direct detriment of Future Claimants who bear the risk of inadequate trust funding—the discovery supporting that argument should comply with the Federal Rules of Civil Procedure, at the very least. [Remainder of page intentionally blank.]

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WHEREFORE, for the reasons stated above and in the Motion for Leave and the Memorandum of Law, the Future Claimants’ Representative requests that the Court grant leave to appeal the PIQ Order with respect to Questions 1, 2, 3, 12, and 13 identified by the Committee in the Memorandum of Law. Dated: April 20, 2021 /s/ Felton E. Parrish Felton E. Parrish (NC Bar No. 25448) ALEXANDER RICKS PLLC 1420 E. 7th Street, Suite 100 Charlotte, NC 28204 Telephone: 704-365-3656 Facsimile: 704-365-3676 Email: felton.parrish@alexanderricks.com -and- James L. Patton, Jr. (Delaware Bar No. 2202) Edwin J. Harron (Delaware Bar No. 3396) Sharon M. Zieg (NC Bar No. 29536) Travis G. Buchanan (Delaware Bar No. 5595) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: jpatton@ycst.com eharron@ycst.com szieg@ycst.com tbuchanan@ycst.com Counsel to the Future Claimants’ Representative

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