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Full title: Emergency Motion /Debtor's Emergency Motion to Amend Trust Order, Authorize Issuance and Service of Modified Subpoenas, and Appoint Independent Facilitator (Re Doc. 1672). filed by Garland S. Cassada on behalf of Bestwall LLC. (Cassada, Garland). Related document(s) 1672 Order on Motion (Other). (Entered: 06/09/2021)

Document posted on Jun 8, 2021 in the bankruptcy, 151 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

No claimant-specific data from or derived from any Confidential Trust Data, including without limitation the kinds of claimant data listed in paragraphs 9(b)(i) to 9(b)(x) above, shall be (i) offered as evidence in this bankruptcy case, (ii) placed on the public record, or (iii) filed with this Court, the District Court, or any reviewing court (including under seal), absent further order by this Court, made after notice of hearing of a motion (with notice to DCPF, the Manville Trust, and claimants provided to their attorneys at the addresses contained in the data produced by the Manville Trust and DCPF) authorizing such use.Employer and its Authorized Representatives will not disclose any Confidential Trust Data to any person not authorized by the Order, or further order of the Bankruptcy Court, to receive such information.Asbestos PersonalInjury Settlement Trust; Celotex Asbestos Settlement Trust; Flintkote Asbestos Trust; Pittsburgh Corning Corporation PersonalInjury Settlement Trust; WRG Asbestos PI Trust; Federal-Mogul Asbestos Personal Injury Trust; Babcock & Wilcox CompanyAsbestos PI Trust; United States Gypsum Asbestos Personal Injury Settlement Trust; and Owens Corning / Fibreboard AsbestosPersonal Injury Trust. Asbestos Personal Injury Settlement Trust; Celotex Asbestos Settlement Trust; Flintkote Asbestos Trust; Pittsburgh Corning Corporation Personal Injury Settlement Trust; WRG Asbestos PI Trust; Federal-Mogul Asbestos Personal Injury Trust; Babcock & Wilcox Company Asbestos PI Trust; United States Gypsum Asbestos Personal Injury Settlement Trust; and Owens Corning / Fibreboard Asbestos Personal Injury Trust (collectively, the “Trusts”) to Quash or Modify Subpoenas (the “Motion”) served on them and the Delaware Claims Processing Facility (the “DCPF”), and any response thereto, it is hereby ORDERED the Motion is GRANTED; I will not disclose any Confidential Trust Data to any person not authorized by the Order,or further order of the Bankruptcy Court, to receive such information.

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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. DEBTOR’S EMERGENCY MOTION TO AMEND TRUST ORDER, AUTHORIZE ISSUANCE AND SERVICE OF MODIFIED SUBPOENAS, AND APPOINT INDEPENDENT FACILITATOR Debtor Bestwall LLC (“Bestwall” or the “Debtor”) brings this emergency motion (the “Motion”) to amend the Court’s Order Granting Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided in Response (Dkt. 1672) (the “Trust Order”), authorize the issuance and service of modified subpoenas, and appoint an independent facilitator. In particular, the Debtor seeks to modify and narrow the subpoenas the Trust Order authorized (the “Trust Subpoenas”) by:  Appointing an independent facilitator to maintain exclusive possession and control of the Bestwall Claimants’ identifying information produced by the Delaware Claims Processing Facility (“DCPF”) and the Manville Personal Injury Settlement Trust (the “Manville Trust”), and to prohibit the Debtor and other parties from downloading or copying this data;  Narrowing the production of the Bestwall Claimants’ social security numbers (“SSNs”) by DCPF and the Manville Trust to only the last four digits of each SSN;  Requiring parties to file a declaration at the end of this case attesting to their compliance with the use, confidentiality, and destruction provisions applicable to the produced Trust data; and  Shortening the general destruction obligation from 90 days to 30 days after the end of this case. 1 The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 133 Peachtree Street, N.E., Atlanta, Georgia 30303.

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A proposed order granting this Motion is attached as Exhibit A. The Debtor seeks this relief in response to a recent order entered by the United States District Court for the District of Delaware (the “Delaware Court”) granting, without prejudice, motions to quash the Trust Subpoenas served on DCPF and the ten asbestos personal injury trusts whose claims are handled by DCPF (collectively, the “DCPF Trusts”). The motions to quash were filed by the DCPF Trusts and numerous law firms purporting to represent over 10,000 Bestwall Claimants. The Debtor requests expedited consideration of this Motion to minimize any potential delay in the timeline for the estimation process. INTRODUCTION The Court entered the Trust Order on March 24, 2021. The Trust Order authorized the Debtor to issue and serve the Trust Subpoenas on DCPF, the DCPF Trusts, and the Manville Trust to obtain targeted data from trust filings by the approximately 15,000 individuals whose mesothelioma claims the Debtor or the former Georgia-Pacific LLC resolved through settlement or verdict before the commencement of this case (collectively, the “Bestwall Claimants”). The Trust Subpoenas were served in early April 2021. The DCPF Trusts and dozens of firms, including members of the Asbestos Claimants’ Committee (the “ACC”) and firms that appeared in this Court in opposition to the Debtor’s motion for entry of the Trust Order, filed motions and joinders to quash the DCPF and DCPF Trust Subpoenas in the Delaware Court (collectively, the “Motions to Quash”).2 The Motions to Quash sought to quash the subpoenas in their entirety based on alleged confidentiality concerns 2 An almost identical set of firms purporting to represent over 12,000 Bestwall Claimants filed a motion to quash the Manville Trust Subpoena in the U.S. District Court for the Eastern District of Virginia (Case No. 21-mc-14-RDA-MSN). In light of the Delaware Court’s ruling and the Trust Order’s application to all the Trust Subpoenas, the Debtor believes the additional protections proposed for the DCPF and DCPF Trust Subpoenas should also apply to the Manville Trust Subpoena. Thus, the Debtor has withdrawn the Manville Trust Subpoena without prejudice to the right to reissue it consistent with this Court’s ruling on this Motion.

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or, in the alternative, to modify the subpoenas by limiting them to a 10% sample of the Bestwall Claimants and requiring pre-production anonymization of the Trust data to be produced. In short, the Motions to Quash reargued the same objections raised in this Court and which this Court overruled when it granted the Trust Order. On June 1, 2021, after briefing on a motion filed by the Debtor to transfer the proceeding to this Court and briefing on the Motions to Quash, the Delaware Court denied the motion to transfer and granted the Motions to Quash without prejudice to the Debtor’s “right to seek reissuance of the subpoenas seeking a narrower document production that is consistent with the protections afforded by the Bankruptcy Court’s Access Decision.”3 In re Bestwall LLC, 2021 WL 2209884, at *7 (D. Del. June 1, 2021) (opinion attached as Exhibit B). A copy of the Access Decision referenced in the Delaware Court’s ruling is attached as Exhibit C. The Access Decision drew from, and required Honeywell and Ford to comply with, a production protocol and use and confidentiality protections that the Delaware bankruptcy court instituted (the “Protocol Order”)4 when it granted Garlock Sealing Technologies LLC (“Garlock”) access to 2019 Exhibits—the same exhibits Honeywell and Ford were seeking access to—for use in its estimation proceeding in this Court. Access Decision, 560 B.R. at 237. Thus, the Delaware Court’s reference in its June 1 ruling to the Access Decision implicitly requires the Debtor also to comply with the protections in the Protocol Order. The primary focus of the protections set forth in the Access Decision and the Protocol Order was the protection of asbestos claimants’ identifying information. 3 The “Access Decision,” as defined by the Delaware Court, is a 2016 decision of the Delaware bankruptcy court dealing with motions by two asbestos defendants, Honeywell and Ford, to have unlimited access to and unlimited use of exhibits to Bankruptcy Rule 2019 Statements (the “2019 Exhibits”) filed in various bankruptcy cases before that court. In re Owens Corning, 560 B.R. 229 (Bankr. D. Del. 2016). 4 The Order Establishing the Protocol for Production of 2019 Exhibits entered by the Delaware bankruptcy court is attached as Exhibit D.

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In its ruling, the Delaware Court found that the Debtor “has demonstrated a legitimate purpose in requesting the Claimant data to aid in plan formulation and estimation proceedings.” Id. at *7. The Delaware Court also found that “protections set in place by the NC Bankruptcy Court will go a long way toward protecting Trust Claimants’ sensitive data.” But the Delaware Court added that “[i]t appears that additional safeguards must be included in order to comply with previous protections granted by the [Delaware] Bankruptcy Court . . ., including but not limited to, appointment of an independent facilitator to oversee production.”5 Id. The Delaware Court entered an order consistent with its ruling and directed the clerk to close the case. The Debtor files this Motion in response to the Delaware Court’s ruling. Although many protections in the Access Decision and the Protocol Order already are included in the Trust Order, the proposed modifications described herein will add the other protections contained in that decision and order. Consistent with the Delaware Court’s ruling, the proposed modifications narrow the production of Trust data by (i) withholding from the Debtor (and instead giving to a newly retained independent facilitator) exclusive possession and control of the Bestwall Claimants’ identifying information produced by DCPF and the Manville Trust and (ii) incorporating the other protections in the Access Order and the Protocol Order not already in the Trust Order. RELEVANT BACKGROUND A. The Trust Motion and Order 1. The Debtor filed its Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1237) (the “Trust Motion”) on July 30, 2020. The Court granted the Trust Motion at a hearing on March 4, 2021, finding that the information requested “is relevant to the 5 Other than specifying the appointment of an independent facilitator, the Delaware Court did not specify which additional protections must be included.

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determination of whether pre-petition settlements of mesothelioma claims provide a reliable basis for estimating the debtor’s asbestos liability which has been put at issue” by the ACC and the Future Claimants’ Representative (the “FCR”), is “relevant to Dr. Bates’ estimation of the debtor’s liability,” “will assist the debtor in developing its trust distribution procedures and evaluating those procedures proposed by the ACC and the FCR in their plan,” and further, that “based on the evidence introduced by the debtor regarding the eight cases in which it alleged there was a failure to disclose material exposure evidence,” “there’s a good faith basis for the trust discovery it seeks.” 3/4/21 Tr. at 13. 2. The Court, however, also acknowledged “the confidential, proprietary, and inherently sensitive nature of the data that would be collected by the debtor,” and required (a) a post-production anonymization protocol that nevertheless preserved the ability of the parties and the experts to learn and use the identities of claimants filing claims against the Trusts, but only for specifically enumerated Permitted Purposes (as defined in the Trust Order) in this case; (b) a stringent matching protocol that required a match between the full SSNs and last names of claimants in the Bestwall and DCPF and Manville Trust databases; and (c) use and confidentiality restrictions. Id. at 13-14. The Court did not order the sampling or pre-production anonymization requested by DCPF, the Manville Trust, and the ACC. 3. The Court’s rulings were embodied in the Trust Order. The Trust Order, entered on March 24, 2021, authorized the Debtor to issue and serve subpoenas on the Manville Trust and DCPF (which possessed the data for the DCPF Trusts), requesting data fields specified in the order. Trust Order ¶¶ 3, 8. The Trust Order also authorized the Debtor to subpoena the DCPF Trusts if necessary to effectuate the order. Id. ¶ 3 n.4.

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4. The Trust Order established a schedule for the production of the requested data by May 28, 2021. Id. ¶¶ 4-7. The Trust Order required that notice be sent to counsel of record for the Matching Claimants (as defined in the Trust Order) and gave the Matching Claimants an opportunity to object to and stay the production of their claims data by filing a motion to quash by May 24, 2021. Id. ¶ 6. 5. The Debtor served subpoenas on the Manville Trust, DCPF, and each DCPF Trust by April 5, 2021. The subpoenas incorporated the Trust Order’s provisions, including the anonymization, use, and confidentiality restrictions. See Notice of Service of Subpoenas to Produce Documents, Information, or Objects or to Permit Inspections of Premises in a Bankruptcy Case (Dkt. 1698). 6. The Debtor, DCPF, and the Manville Trust strictly complied with the schedule contained in paragraphs 4 through 8 of the Trust Order, including identifying the Matching Claimants, notifying their counsel of record of the Trust discovery, and conferring about the Meet and Confer List (as defined in the Trust Order), which resulted in an agreement that the vast majority of claimants on the list should in fact be treated as Matching Claimants (discussions continue with respect to the remaining limited number of claimants). B. The Delaware and Virginia Motions to Quash 7. On April 19, 2021, in a miscellaneous action commenced in Delaware (Case No. 1:21-mc-00141-CFC), the DCPF Trusts moved to quash or modify the subpoenas served on them and DCPF (the “DCPF Trust Motion to Quash”) (attached without exhibits as Exhibit E). That motion argued that the subpoenas should be quashed due to the confidentiality provisions in the DCPF Trusts’ trust distribution procedures. DCPF Trust Motion to Quash ¶ 17. Alternatively, the motion sought to modify the subpoenas to require production of data for only a 10% sample of

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the Bestwall Claimants and to require that the data be anonymized before being produced. Id. The DCPF Trusts advised the Delaware Court that the most pressing issue presented by the Motions to Quash was “the undue risk of damages the requested scale and manner of the production imposes on the Trust Claimants, relating to a possible data breach with regard to their social security numbers and other personal confidential information.” Id. ¶ 5. 8. On April 23, 2021, the Debtor filed a motion to transfer the Delaware action to this Court under Rule 45(f) of the Federal Rules of Civil Procedure (the “Civil Rules”). 9. On May 24, 2021, 76 law firms purporting to represent over 10,000 unidentified Matching Claimants filed a combined motion to quash and joinder to the DCPF Trust Motion to Quash. Two other law firms also filed joinders in the action. 10. On May 24, 2021, 73 of the same law firms purporting to represent over 12,000 unidentified Matching Claimants commenced a miscellaneous action in the Eastern District of Virginia (Case No. 21-mc-14-RDA-MSN) and filed a motion to quash or modify the Manville Trust subpoena, or alternatively for protective order. 11. On May 28, 2021, as required by paragraph 8 of the Trust Order, DCPF and the Manville Trust produced to the Debtor’s expert the requested data fields for approximately 2,000 Matching Claimants who had not moved to quash. D. The Delaware Court Ruling 12. On June 1, 2021, the Delaware Court entered its opinion and order granting the Motions to Quash without prejudice and denying the Debtor’s transfer motion. In re Bestwall, 2021 WL 2209884, at *7. The court further found that the Debtor “has demonstrated a legitimate purpose in requesting the Claimant data to aid in plan formulation and estimation proceedings”

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and that “the protections set in place by the NC Bankruptcy Court will go a long way toward protecting Trust Claimants’ sensitive data.” Id. 13. The Delaware Court defined certain data sought by the Trust Subpoenas as “Claimant identifying information,” including each claimant’s full name, SSN, gender, state of residency, date of diagnosis, and law firm (collectively, as fully listed in subsection (a) on page *6 of the court’s decision, the “Claimant Identifying Information”).6 Id. at *6. Given this information sought by the Trust Subpoenas, the Delaware Court concluded that the Access Decision was instructive regarding what protections should be required for the data to be produced by DCPF. Id.7 Thus, the court granted the Motions to Quash without prejudice to the Debtor’s “right to seek reissuance of the subpoenas seeking a narrower document production that is consistent with the protections afforded by” the Access Decision. Id. The Delaware Court then closed the miscellaneous action. See Order, In re Bestwall LLC, No. 1:21-mc-00141-CFC (D. Del. June 1, 2021) (Dkt. 30) (attached as Exhibit F). 14. The Delaware Court did not specify the additional protections for the subpoenas that would be necessary to comply with the Access Decision, other than to state that they should include, but not be limited to, the “appointment of an independent facilitator to oversee production.” In re Bestwall, 2021 WL 2209884, at *7. Instead, the court acknowledged that, because the parties had requested an expedited ruling, it had not completed a detailed comparison of protections in this Court’s Trust Order and protections in the Access Decision. Id. n.4. As described below, a comparison of the two orders reveals that the substantive changes 6 The Delaware Court omitted the “claimed disease” field from its summary of the fields requested by the Trust Subpoenas. In re Bestwall, 2021 WL 2209884, at *7. The Debtor includes that field in the definition of Claimant Identifying Information herein and the proposed amended order adds this field back and includes it as part of the Matching Key. 7 The Delaware bankruptcy court’s Access Decision was later affirmed by the Delaware district court and Third Circuit. In re Motions Seeking Access to 2019 Statements, 585 B.R. 733 (D. Del. 2018), aff’d, 775 F. App’x 78 (3d Cir. 2019). No parties cited the Access Decision in the briefing on the Motions to Quash in Delaware.

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described above will appropriately narrow the Trust Order and the Trust Subpoenas to respond to the Delaware Court’s ruling.8 15. After the Delaware Court’s ruling, although not required by the ruling, the Debtor agreed with a request made by the DCPF Trusts and the Manville Trust to have its expert, Bates White, delete the data productions from DCPF and the Manville Trust that it had received on May 28 for non-objecting Matching Claimants. The Debtor also withdrew the subpoena to the Manville Trust without prejudice, thereby mooting the motion to quash filed by certain Bestwall Claimants in Virginia.9 These actions will permit the additional protections requested by the Debtor in this Motion to apply to all data produced pursuant to the Trust Order. 16. On June 7, 2021, the Debtor conferred with counsel for the ACC, the FCR, the DCPF Trusts, DCPF, the Manville Trust, and the objecting Bestwall Claimants regarding the Delaware Court’s ruling, its impact on the subpoenas authorized by the Trust Order, and a path forward for advancing the Debtor’s Trust discovery. No agreement was reached regarding the relief requested herein, but the parties shared views and information and agreed to continue conferring about their positions. On June 9, 2021, the Debtor provided a draft amended order to the counsel that participated in the June 7 conference and reaffirmed its commitment to continue discussing ways to narrow the issues in dispute. 8 The Delaware Court may have equated the Rule 2019 Exhibits at issue in the Access Decision and the Protocol Order—which were court records within the custody of the bankruptcy courts—with the claims data maintained by the Trusts, which are not court records or possessed by the bankruptcy court. See In re Bestwall, 2021 WL 2209884, at *5 (stating “[e]very court has supervisory power over its own records and files, and access has been denied where court files might have become a vehicle for improper purposes,” quoting Nixon v. Warner Comm’ns, Inc., 435 U.S. 589 (1978), a decision on access to court records); id. at *6 (seeming to equate Honeywell’s and Ford’s request for court records with the Debtor’s Trust discovery). The legal standards applicable to access to court records and the standards for discovery from third parties are different (which likely explains why no party cited the Access Decision or the Protocol Order in any of the briefing leading to the Delaware Court’s ruling). Even if the Delaware Court equated the standard for access to court records with the standards for discovery of third parties, it found that the Debtor has a proper purpose for seeking this discovery and required only that the Debtor comply with the protections in the Access Decision, which the Debtor now seeks to do. 9 The moving claimants withdrew their motion to quash in Virginia as moot on June 8, 2021.

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ARGUMENT 17. This Motion seeks an order that will narrow the production of data by DCPF and the Manville Trust by (a) amending the Trust Order to appoint an Independent Facilitator and incorporate certain additional confidentiality protections under the Access Decision and the Protocol Order for the requested Trust data in compliance with the Delaware Court’s ruling and (b) authorizing the issuance and service of modified subpoenas to the Manville Trust, DCPF, and the DCPF Trusts consistent with those amendments. A proposed order granting this Motion and amending and restating the Trust Order is attached as Exhibit A. A redline comparison of that proposed order to the Trust Order is attached as Exhibit G. 18. This Court has both inherent and statutory authority to amend and modify the Trust Order. Access Decision, 560 B.R. at 232 (“The Court has jurisdiction over the Motion based upon its inherent authority to interpret and, if necessary, modify its own orders.”); In re Mead, 2012 WL 627699, at *5 (Bankr. E.D.N.C. Feb. 24, 2012) (“A bankruptcy court has . . . the statutory authority, under 11 U.S.C. § 105(a), to issue ‘any order, process, or judgment that is necessary or appropriate to carry out the provisions’ of the Bankruptcy Code”). That authority is made clear in paragraph 16 of the Trust Order, which provides that “[t]his Court shall retain exclusive jurisdiction to interpret, modify, apply, and enforce this Order to the full extent permitted by law.” I. The Delaware Court Ruling, the Access Decision, and the Protocol Order 19. The Delaware Court granted the Motions to Quash without prejudice—even though it found that the Debtor had a legitimate purpose in seeking the Bestwall Claimants’ Trust data—because it concluded that additional confidentiality protections in the Access

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Decision should be incorporated in the subpoenas for the DCPF Trusts’ claims data.10 In re Bestwall, 2021 WL 2209884, at *7. 20. The Access Decision arose from a motion by Honeywell and Ford under Bankruptcy Code section 107 for access to voluminous 2019 Exhibits that plaintiff firms had filed in nine asbestos bankruptcy cases in Delaware. Access Decision, 560 B.R. at 231-32. Pursuant to earlier orders (the “2019 Orders”) in the nine cases, law firms representing multiple asbestos claimants in those bankruptcy cases publicly filed Rule 2019 statements identifying themselves and making the required certifications. They then sent the exhibits to those statements with the identities of their clients to the Clerk of the Bankruptcy Court, but did not file them electronically or docket them in the nine cases. Id. at 233. Under the 2019 Orders, access to the 2019 Exhibits required a motion and order of the Bankruptcy Court. The 2019 Exhibits included the names and addresses of the clients of the submitting law firm, exemplars or actual copies of the relevant retention agreements, identification of the clients’ disease, their claim amounts if liquidated, some clients’ full or partial social security numbers, and some clients’ medical records and other personal information. Id. 10 The Delaware Court noted that the Debtor “has not sought relief from the Bankruptcy Court that issued the orders establishing and governing the Trusts.” In re Bestwall, 2021 WL 2209884, at *7. To the extent this statement suggests the Debtor should seek an order from the Delaware bankruptcy court permitting it to obtain this discovery from DCPF, this seems to be based on the Delaware Court equating the 2019 Exhibits at issue in the Access Decision with the claims data the Debtor seeks from DCPF here. Requiring the Debtor to seek approval from the Delaware bankruptcy court under the facts at issue in this proceeding would not be appropriate. The Delaware bankruptcy court possessed the 2019 Exhibits and Garlock, Honeywell, and Ford had to seek them from the bankruptcy court as a court record. Here, the Delaware bankruptcy court does not have possession, custody or control of any of the requested Trust data. Moreover, Judge Fitzgerald (sitting in the Delaware bankruptcy court) previously held, when several Trusts sued Garlock and other defendants in an attempt to enjoin discovery from the Trusts, that a bankruptcy court lacks subject matter jurisdiction over post-confirmation discovery disputes involving Trusts, even when those Trusts were created by the bankruptcy court and the confirmed plan contained a retention of jurisdiction provision. In re ACandS, Inc., 2011 WL 744913, at *4, *6, *8 (Bankr. D. Del. Feb. 22, 2011). Thus, the Debtor could not seek any relief from the Delaware bankruptcy court in this matter.

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21. Honeywell and Ford sought unlimited access to and unlimited use of the 2019 Exhibits under section 107 of the Bankruptcy Code. Id. at 231, 234. Honeywell and Ford sought this information to investigate potential fraud and to use in lobbying efforts. Id. at 233-34. 22. The Access Decision ultimately granted Honeywell’s and Ford’s access to all of the information it sought for several hundred thousand claimants, including claimants’ names and the last four digits of their SSNs. The Access Decision, however, ordered that Honeywell and Ford could access and use the 2019 Exhibits only for the limited purpose of investigating fraud. Id. at 237. The bankruptcy court gave them three months to complete their review of the 2019 Exhibits and ordered them to “comply with the Protocol Order,” which, among other things, required Honeywell and Ford to destroy the documents upon finishing their review. Id. The Access Decision also ordered the appointment of a third party to oversee the production of the 2019 Exhibits, but did not explicitly describe the third party’s role. Id. As explained below, based on the role the third party performed in the earlier Garlock request for 2019 Exhibits, the third party’s role under the Access Decision was likely limited to assisting the court clerks’ office in segregating and producing to Honeywell and Ford the information from the 2019 Exhibits to which the court had granted access. 23. The Access Decision incorporated and drew heavily from the Protocol Order that the Delaware bankruptcy court entered in 2013 concerning Garlock’s request for access to the 2019 Exhibits. Protocol Order ¶ 2. After the Delaware bankruptcy court initially denied that request, the Delaware district court reversed, holding that the 2019 Exhibits were judicial records, subject to a presumptive right of public access, and that Garlock sought the records for a proper purpose in connection with its pending estimation proceeding. In re Motions for Access of Garlock Sealing Techs. LLC, 488 B.R. 281, 297-300 (D. Del. 2013). The district court,

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however, imposed use and confidentiality protections on Garlock. Id. at 302. On remand, the Delaware bankruptcy court entered the Protocol Order to implement the district court’s ruling. Protocol Order at 2. The Protocol Order appointed a third-party special master to review the voluminous 2019 Exhibits and separate the exhibits to which Garlock had been granted access from those to which it had not been granted access. Specifically, the special master was to segregate and exclude from production the firms’ retention agreements with the asbestos claimants and redact the first five digits of any individual’s full SSN. Id. ¶¶ 23-39. In sum, like Honeywell and Ford, Garlock was granted access to all the claimant information it sought for several hundred thousand claimants, including claimants’ names and the last four digits of their SSNs. II. Additional Protections for the Amended Trust Order and Modified Subpoenas 24. As shown in the chart below comparing the protections in the Trust Order with those in the Access Decision and the Protocol Order, the Trust Order already contains many of the privacy and confidentiality protections in the other two orders. Following the chart, the Debtor explains the various protections contained in the Access Decision and the Protocol Order, whether the Trust Order already contains the relevant protection, and how the Debtor proposes modifying the Trust Order to conform to the Access Decision and the Protocol Order. In short, the Debtor seeks to amend the Trust Order to respond to the Delaware Court’s ruling by narrowing and modifying the Trust Subpoenas by:  Appointing an independent facilitator to maintain exclusive possession and control of the Bestwall Claimants’ identifying information produced by the DCPF and the Manville Trust, and to prohibit the Debtor and other parties from downloading or copying this data;  Narrowing the production of the Bestwall Claimants’ SSNs by DCPF and the Manville Trust to only the last four digits of each SSN;

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 Requiring parties to file a declaration at the end of this case attesting to their compliance with the use, confidentiality, and destruction provisions applicable to the produced Trust data; and  Shortening the general destruction obligation from 90 days to 30 days after the end of this case. Comparison of Access Decision, Protocol Order, and Trust Order (the protections in the Trust Order consistent with the Access Decision and the Protocol Order are shaded in gray)
Table 1 on page 14. Back to List of Tables
ACCESS DECISION PROTOCOL ORDER TRUST ORDER
Use Sole use to
investigate
fraudulent trust
claims
Sole use for estimation
proceeding (¶13)
Sole use for “Permitted
Purposes,” including
estimation and TDP
formulation (¶3)
Confidentiality No disclosure
except in aggregate
format absent court
order11
No public disclosure
except in aggregate
format absent court order
(¶¶ 13, 44)
No public disclosure of
claimant-specific
information absent pre-
approval from Court
(¶10(e))
Joinder Not specified
beyond compliance
with Protocol
Order
Affidavit required from
accessing parties
confirming they are
bound by order (¶43)
Joinder required from
accessing parties
confirming they are
bound by order (¶10(b))
Destruction Required at end of
3 months allowed
for access to
information
Required within 30 days
after end of Garlock’s
case, along with filed
affidavit confirming
destruction (¶44)
Required within 90 days
after end of Bestwall’s
case, along with
certification in writing
(¶12)12
Post-Destruction
Affidavit
Not specified other
than by requiring
compliance with
Protocol Order
Within 30 days after end
of Garlock’s case,
affidavit required to
confirm compliance with
Protocol Order’s
protections (¶44)
Not required
11 The “absent court order” provision is not expressly included in the Access Decision, but is consistent with the Protocol Order adopted by the Access Decision. 560 B.R. at 236 (stating that Protocol Order restricted disclosure of identity of individual absent court order). Further, as discussed above, Honeywell and Ford could have later requested the Delaware bankruptcy court to exercise its inherent authority to amend the Access Decision to allow disclosure of an individual’s identity under certain circumstances. 12 As explained below, the destruction obligation in the Trust Order is not inconsistent with the destruction obligations in the Access Decision and the Protocol Order, but the Debtor is willing to shorten the destruction deadline to 30 days to match the deadline in the Protocol Order.

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Table 1 on page 15. Back to List of Tables
ACCESS DECISION PROTOCOL ORDER TRUST ORDER
Independent
Facilitator
Appointed to
“oversee
production”
Appointed to ensure
production of documents
to which access had been
granted and to redact first
five digit of SSNs (¶¶21-
22)
None appointed
Social Security
Numbers
Not specified other
than by requiring
compliance with
Protocol Order
Redact first five digits of
SSN (¶¶21, 34)
Full SSNs produced (¶8)
25. Use Restriction. The Access Decision and the Protocol Order limited the use of the 2019 Exhibits to the purposes for which the movants sought them: for Garlock, its estimation proceeding, Protocol Order ¶ 3, and for Honeywell and Ford, to investigate potential fraud, Access Decision, 560 B.R. at 237.13 The Trust Order already limits the uses of the data to “Permitted Purposes,” which includes estimation of the Debtor’s asbestos liability. Trust Order ¶¶ 3, 10(g). Moreover, the Delaware Court found that the Debtor “has demonstrated a legitimate purpose in requesting the Claimant data to aid in plan formulation and estimation proceedings.” In re Bestwall, 2021 WL 2209884, at *7. Thus, the Trust Order already contains an appropriate use restriction and need not be modified in this respect. 26. Confidentiality. The Protocol Order provided that Garlock could not publicly disclose information in the 2019 Exhibits except in an aggregated format absent a further court order by either the bankruptcy courts with custody of the exhibits or the court supervising Garlock’s bankruptcy case. Protocol Order ¶¶ 14, 44. The Access Decision appears to have followed the Protocol Order in this respect. 560 B.R. at 236 (stating that under the Protocol Order, “the identity of any individual would not be publicly disclosed absent court order”), id. at 237 (requiring Honeywell and Ford to follow Protocol Order). 13 The Access Decision did not permit Honeywell and Ford to use the 2019 Exhibits for lobbying purposes, finding that this purpose was not sufficiently specific. 560 B.R. at 237.

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27. The Trust Order already contains these protections, and more. For example, the Trust Order provides that the Confidential Trust Data (as defined in that order) must be kept confidential and cannot be disclosed except to defined parties. Trust Order ¶ 10. It requires that all such parties must “provide for physical, managerial, and electronic security thereof such that the Confidential Trust Data are reasonably maintained and secured, ensuring that they are safe from unauthorized access or use during utilization, transmission, and storage.” Id. ¶ 10(c). For further security, the Trust Order requires the creation of a Matching Key containing claimants’ identifying information, requires that it be kept separate from the Anonymized Matched Production, and limits the use of the Matching Key. Id. ¶ 9. Finally, like the Protocol Order and presumably the Access Decision, claimant-specific data may not be offered in evidence, placed on the public record, or filed in court absent further order by this Court. Id. ¶ 10(e). Id. Thus, no further amendment of the Trust Order is required because it contains even greater confidentiality protections than found in the Access Decision and the Protocol Order. 28. Joinder. The Protocol Order required any party in Garlock’s estimation proceeding that requested access to the 2019 Exhibits to file an affidavit attesting that the party understands and agrees to be bound by the Protocol Order. Protocol Order ¶ 43. The Access Decision did not mention this requirement in particular, but instructed the parties to follow the Protocol Order. Here, the Trust Order already requires that parties accessing the Trust data execute a joinder acknowledging, among other things, that they have read the Trust Order and agree to be bound by the restrictions in the Trust Order. Trust Order ¶ 10(b), Exs. A.1, A.2. This provision effectively provides the same protection as the affidavit requirement under the Protocol Order, so no further modification is required.

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29. Destruction. The Access Decision and the Protocol Order included destruction obligations consistent with the purposes for which the data were sought. The Protocol Order required Garlock to destroy the 2019 Exhibits within 30 days after the end of its case and file an affidavit confirming destruction. Protocol Order ¶ 44. The Access Decision required Honeywell and Ford to destroy the 2019 Exhibits within three months of receiving access, which presumably was the time necessary for them to conduct their fraud investigation. 560 B.R. at 237. The Trust Order already provides that all parties must delete the Trust data “[w]ithin 90 days after the effective date of a confirmed plan for the Debtor or the entry of a final order confirming such a plan, whichever is later.” Trust Order ¶ 12. 30. The Debtor has no objection to shortening the general destruction obligation to 30 days after the effective date of a confirmed plan or entry of a final order confirming such a plan and so provides in the proposed order.14 31. Post-Destruction Affidavit. The Protocol Order required that within 30 days after the end of Garlock’s bankruptcy case, any party given access to the 2019 Exhibits had to file an affidavit affirming that it (a) used the exhibits solely for the purpose of the estimation proceeding, (b) did not share the exhibits with any other person except as authorized by court order, (c) did not disclose the identity of any individual listed in the exhibits except as authorized by an order of the bankruptcy courts with custody of the 2019 Exhibits or the Garlock court, and 14 One caveat, however, will be necessary to accommodate the realities of modern technology. Today, nearly all organizations have automatic system backups that preserve copies of their entire computer systems for some period of time that varies from entity to entity (the “Backup Period”), after which the backups are deleted in the ordinary course of business. Files deleted from the main system may reside in the backup during the Backup Period. Such files cannot be individually deleted from the backup, but the backup and the deleted files also cannot be readily accessed and are fully deleted after the Backup Period is complete and they are supplanted by a further backup. The need to provide sufficient time for clearance of backup copies is one of the reasons why DCPF, the Manville Trust, and the Debtor negotiated a 90-day period in the Trust Order. Thus, the Debtor proposes a 30-day destruction obligation “provided, however, that any such data stored on a party’s backup system for the purpose of system recovery or information recovery could be deleted after this period when the applicable backup copies are deleted in the ordinary course of the party’s operations.” Proposed Order ¶ 12.

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(d) destroyed its copy of the 2019 Exhibits and any subsections thereof merged with other data. Protocol Order ¶ 44. The Access Decision did not describe this requirement particularly, except to instruct the parties to follow the Protocol Order. The Debtor has no objection to requiring parties to file similar declarations in this case, and so provides in the proposed amended order. 32. Role of Independent Facilitator. The Delaware Court ruled that the Trust Subpoenas here must “comply with previous protections” in the Access Decision, “including, but not limited to, appointment of an independent facilitator to oversee production.” In re Bestwall, 2021 WL 2209884, at *7. 33. Under the Protocol Order, a special master was appointed to review the 2019 Exhibits in the custody of the court, exclude the retention agreements to which Garlock had not been granted access, and redact the first five digits of any full SSNs appearing on the exhibits. Protocol Order ¶¶ 23-39. The appointment of a special master was necessary to perform this function because the documents were in the records of the court and, due to reduced staff because of sequestration, the court did not have sufficient personnel to perform the task (particularly because the exhibits were voluminous, and contained on over 3,300 separate disks). Id. ¶¶ 20-24. 34. The Access Decision did not specify what role the third party was to play in the production to Honeywell and Ford, other than to “oversee production.” 560 B.R. at 237. The Delaware Court’s opinion affirming the Access Decision, however, confirms that the independent facilitator had the same role as under the Protocol Order—assisting the bankruptcy court in segregating and producing the data from the 2019 Exhibits to which Honeywell and Ford had been granted access. In re Motions Seeking Access to 2019 Statements, 585 B.R. at 744

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(stating that facilitator would “oversee production of the 2019 Exhibits, including the removal of the retention agreements and all but the last four digits of social security numbers”). 35. Here, unlike in the Access Decision and the Protocol Order, there is no need for a special master to separate documents into what can and cannot be accessed. Pursuant to the Trust Order, DCPF and the Manville Trust have already segregated the data fields the Debtor is entitled to receive from the fields the Debtor is not entitled to receive. The Debtor understands the data is ready to be produced. No additional party is needed to separate accessible data from data that is not accessible to the Debtor.15 36. Given the factual distinctions between the documents being produced under the Access Decision and the Protocol Order and the data being produced in this case, the role of an independent facilitator in this case will, by necessity, be different than it was under the two other orders. The Debtor seeks to appoint an independent facilitator (the “Independent Facilitator”) that will provide additional protections for the Claimant Identifying Information beyond those currently in the Trust Order.16 Specifically, as outlined below, the Independent Facilitator will act as an intermediary between (a) DCPF and the Manville Trust and (b) the parties, so that no Claimant Identifying Information in the possession of DCPF or the Manville Trust will ever be produced to the parties under this Order. These protections will be consistent with (and indeed, will provide more protection for the Claimant Identifying Information than) the protections provided in the Access Decision and the Protocol Order, while still permitting the Debtor and its experts to perform their work in this case (which requires access to the identities of Matching 15 In fact, as described above, on May 28, 2021, DCPF and the Manville Trust produced the required data for the Matching Claimants who did not file motions to quash (although Bates White subsequently deleted this information to allow all data to be produced under a modified Trust Order protocol). 16 The Independent Facilitator would be a national third-party accounting firm acceptable to the parties or selected by the Court. The Debtor anticipates proposing two or three such firms to DCPF and the Manville Trust, and will solicit potential candidates from DCPF and the Manville Trust. In advance of the hearing on this Motion, the Debtor will provide notice of the parties’ selection of the Independent Facilitator or, in the absence of an agreement, provide the identities of the candidates proposed by each side so that the Court can select the Independent Facilitator.

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Claimants and the ability to match individual Matching Claimants to the records in the Debtor’s database). 37. The Debtor’s proposed amendment provides: a. The Debtor will re-produce the same list of approximately 15,000 Bestwall Claimants described in paragraph 4 of the Trust Order to DCPF and the Manville Trust, with a single new field added with a unique numerical identifier (the “Bestwall Identifier”). b. Instead of producing the requested data fields to Bates White, DCPF and the Manville Trust will produce all the requested data, together with the Bestwall Identifier (but in a separate file for each Trust), to the Independent Facilitator. c. The Independent Facilitator will create a separate “Matching Key” for each Trust’s separate set of data in the DCPF and Manville Trust productions, which will include the Bestwall Identifier together with the Claimant Identifying Information. Thus, the fields in the Matching Key will be revised from those currently in the Trust Order by expanding them to match the Delaware Court’s definition of “claimant identifying information.” The Independent Facilitator then will delete the Matching Key fields from the DCPF and Manville Trust productions, and produce to the parties’ experts only the remaining non-Claimant Identifying Information fields, together with the Bestwall Identifier, in separate files for each Trust (collectively, the “Anonymized Matched Production”). d. The Independent Facilitator will establish a secure website where the experts and other parties will have the ability to view, but not download or copy, the Matching

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Key, for the same purposes for which those parties could use the Matching Key under the Court’s existing Trust Order. 38. The end result of these amendments is that the parties and their experts will never receive any Claimant Identifying Information in the possession of DCPF and the Manville Trust under this Order. This narrowing of the Trust discovery is consistent with the Delaware Court’s ruling expressly preserving the Debtor’s “right to seek reissuance of the subpoenas seeking a narrower document production.” In re Bestwall LLC, 2021 WL 2209884, at *7. The parties’ experts, however, will still receive the Trust claim data fields relevant to their analysis (such as the dates of claim filing and the exposure information) together with the Bestwall Identifier, which in turn will permit them to match those data fields to other data for the Matching Claimants in the Bestwall database they already possess, match and combine the data fields on a claimant-by-claimant basis with other data sources, and provide sufficient identifying information to a party’s authorized representatives to match and analyze individual claims. Proposed Order ¶ 9(f). The experts could view the Matching Key in the possession of the Independent Facilitator where necessary to confirm the accuracy of a match or defend such a match if challenged. This procedure narrows the data produced to the parties and provides enhanced protection for the Claimant Identifying Information in the possession of DCPF and the Manville Trust by never having it produced to the Debtor or other parties under this Order. This provides more protection for this information than that ordered in the Access Decision and the Protocol Order, where significant claimant information (including claimant names, addresses, and last four digits of SSN) was provided to Garlock, Honeywell, and Ford, including for

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thousands of claimants who had never sued those defendants, unlike the Bestwall Claimants here.17 39. Appointment of Independent Facilitator. The Debtor seeks appointment of the Independent Facilitator under sections 105(a) and 363(b)(1) of the Bankruptcy Code to fulfill the role described herein. Section 105(a) authorizes this Court to issue an order “that is necessary or appropriate to carry out the provisions of” the Bankruptcy Code. Under section 363(b)(1), this Court may authorize the use of a debtor’s property outside of the ordinary course of business if a sound business purpose exists for doing so. See, e.g., In re Georgetown Steel Co., LLC, 306 B.R. 549, 555 (Bankr. D.S.C. 2004). Courts have exercised this statutory authority when approving the appointment of an independent fiduciary for a debtor. See, e.g., Order Granting Debtor’s Motion for Order Approving Entry into Agreement Appointing an Independent Director of 4 West Holdings, Inc., In re 4 West Holdings, Inc., Case No. 18-30777 (Bankr. N.D. Tex. May. 14, 2018) (Dkt. 383) (order and underlying motion attached as Exhibit H) (appointing independent director to be charged with oversight duties and decision-making authority in connection with the debtor’s plan process); Order, Pursuant to Sections 105(a) and 363 of the Bankruptcy Code, Appointing Hobart Truesdell as an Independent Director of Each of the Debtors, In re Natrol, Inc., Case No. 14-11446 (Bankr. D. Del. July 28, 2014) (Dkt. 305) (order attached as Exhibit I) (appointing independent director to monitor and report to the parties and the court regarding internal controls implemented by debtors and other matters). 17 In entering the Trust Order, the Court rejected requests to limit the Debtor’s Trust discovery to a sample of the Bestwall Claimants and to anonymize the data before production. The Court did grant DCPF’s alternative request that the Debtor’s expert anonymize the data after production. As explained above, the purpose of the third party contemplated by the Access Decision and the Protocol Order was to separate accessible data from inaccessible data, not to limit the data or anonymize it. Indeed, under both the Access Decision and the Protocol Order, the requesting parties received the identities of all the claimants in the 2019 Exhibits. See Access Decision, 560 B.R. at 237; Protocol Order ¶ 34 (providing only for redaction of first five digits of SSN, not any other claimant identifying information).

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40. Here, the Debtor requests approval to appoint the Independent Facilitator to serve as an independent intermediary to facilitate production of the Trust data. The Debtor intends to propose two or three national accounting firms to DCPF and the Manville Trust to serve in this role, and will solicit other candidates from DCPF and the Manville Trust. Before this Motion is heard, the Debtor will provide notice of the parties’ agreement on the Independent Facilitator (and the proposed terms of the Independent Facilitator’s engagement) or identify the candidates proposed by each side for the Court’s review and approval. Although the Independent Facilitator will not be a “professional” whose retention is required under section 327 of the Bankruptcy Code, the Debtor also will file with the Court, in advance of the hearing, a declaration from the Independent Facilitator selected by the parties or a declaration from each candidate Independent Facilitator disclosing its disinterestedness in this case and its lack of holding or representing any interests adverse to the estate. The Debtor seeks authority to pay the Independent Facilitator’s fees and reimburse the Independent Facilitator’s reasonable and documented expenses associated with performance of its duties, without the need for further approval of the Court.18 41. Social Security Numbers. The Protocol Order provided that Garlock would receive only the last four digits of claimant SSNs contained in the 2019 Exhibits. Protocol Order ¶¶ 21, 34. The Access Decision did not specifically address the issue, other than to require the parties to follow the Protocol Order. Here, under the procedures described above, DCPF and the Manville Trust will produce to the Independent Facilitator only the last four digits of SSNs for each Matching Claimant. Further, the parties will never receive under this Order any SSN information in the possession of DCPF or the Manville Trust, and could only view the last four 18 The Debtor also requests that the Court waive the 14-day stay imposed by Bankruptcy Rule 6004(h) for orders under section 363(b). As described above, the exigent nature of the relief sought herein to minimize any potential delay in the timeline for the estimation process justifies immediate relief.

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digits of SSNs held by the Independent Facilitator as permitted by the proposed amended Trust Order. Thus, no further modification of the Trust Order is needed with respect to SSNs. Conclusion 42. For the foregoing reasons, the Debtor respectfully requests that the Court enter an order, substantially in the form attached as Exhibit A, (a) amending and restating the Trust Order to appoint an Independent Facilitator and incorporate the additional confidentiality protections described above, (b) authorizing the issuance and service of modified subpoenas to the Manville Trust, DCPF, and the DCPF Trusts consistent with those amendments, and (c) granting such other and further relief to the Debtor as may be just and appropriate. Notice 43. Consistent with the Order Establishing Certain Notice, Case Management and Administrative Procedures (Dkt. 65) (the “Case Management Order”), notice of this Motion has been provided to: (a) the Office of the United States Bankruptcy Administrator for the Western District of North Carolina; (b) counsel to the ACC; (c) counsel to the FCR; (d) counsel to Debtor’s non-debtor affiliate, New GP; (e) counsel for DCPF, the DCPF Trusts, and the Manville Trust; (f) counsel for the Matching Claimants that filed motions to quash in Delaware or Virginia, and the law firms that represent such Matching Claimants and are named in the motions to quash; and (g) the other parties on the Service List established by the Case Management Order. The Debtor submits that, in light of the nature of the relief requested, no other or further notice need be provided. No Prior Request 44. No prior request for the relief sought herein has been made to this Court or any other court.

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Dated: June 9, 2021 Respectfully submitted, Charlotte, North Carolina /s/ Garland S. Cassada Garland S. Cassada (NC Bar No. 12352) Richard C. Worf, Jr. (NC Bar No. 37143) Stuart L. Pratt (NC Bar No. 43139) ROBINSON, BRADSHAW & HINSON, P.A. 101 North Tryon Street, Suite 1900 Charlotte, North Carolina 28246 Telephone: (704) 377-2536 Facsimile: (704) 378-4000 E-mail: gcassada@robinsonbradshaw.com rworf@robinsonbradshaw.com spratt@robinsonbradshaw.com Gregory M. Gordon (TX Bar No. 08435300) JONES DAY 2727 North Harwood Street, Suite 500 Dallas, Texas 75201 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 E-mail: gmgordon@jonesday.com (Admitted pro hac vice) Jeffrey B. Ellman (GA Bar No. 141828) JONES DAY 1221 Peachtree Street, N.E., Suite 400 Atlanta, Georgia 30361 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 E-mail: jbellman@jonesday.com (Admitted pro hac vice) ATTORNEYS FOR DEBTOR AND DEBTOR IN POSSESSION

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EXHIBIT A

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UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF NORTH CAROLINA CHARLOTTE DIVISION IN RE: Case No. 17-BK-31795 (LTB) BESTWALL LLC,1 Chapter 11 Debtor. AMENDED ORDER GRANTING DEBTOR’S MOTION FOR BANKRUPTCY RULE 2004 EXAMINATION OF ASBESTOS TRUSTS AND GOVERNING CONFIDENTIALITY OF INFORMATION PROVIDED IN RESPONSE This matter came before the Court pursuant to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided in Response (Dkt. 1237) (the “Trust Motion”) and Debtor’s Emergency Motion to Amend Trust Order, Authorize Issuance and Service of Modified Subpoenas, and Appoint Independent Facilitator (Dkt. __) (the “Motion to Amend,” and together with the Trust Motion, the 1 The last four digits of debtor’s taxpayer identification number are 5815. The Debtor’s address is 133 Peachtree Street, N.E., Atlanta, Georgia 30303. 1

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“Motions”) filed by the above-captioned debtor and debtor-in-possession (the “Debtor” or “Bestwall”). The Motion to Amend seeks to amend certain provisions of the Order Granting Debtor's Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided in Response (Dkt. 1672) (the “Trust Order”), appoint an independent facilitator, and authorize issuance and service of modified subpoenas for certain asbestos trust data.2 Based upon a review of the Motions, the further submissions of the parties,3 the evidence presented, and the arguments of counsel at the hearings before the Court on January 21, 2021 and ________, 2021, and for the reasons stated in the Court’s bench ruling at the hearing on March 4, 2021 (the “March 4, 2021 Ruling”) (which ruling is incorporated herein by reference), the Court finds good cause for the relief granted herein and hereby ORDERS, ADJUDGES, AND DECREES as follows: 2 Capitalized terms not otherwise defined herein have the meanings given to them in the Trust Order. 3 The parties submitted the following with respect to the Trust Motion: Response and Objection of Nonparties Manville Personal Injury Settlement Trust and Delaware Claims Processing Facility to the Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided in Response (Dkt. 1321); Objection of the Official Committee of Asbestos Claimants to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1327); Objection of the Future Claimants’ Representative to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1328); Buck Law Firm’s Clients’ Joinder to Objection Filed by the Official Committee of Asbestos Claimants to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1330); Joinder to Objection Filed by the Official Committee of Asbestos Claimants to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1332); Reply in Support of Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1354); Supplemental Objection of the Future Claimants’ Representative to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. No. 1510); Supplemental Brief and Objection of the Official Committee of Asbestos Claimants to (I) Debtor’s Motion for Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires By Pending Mesothelioma Claimants and (II) Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1511); Statement of Interest on Behalf of the United States of America Regarding Estimation of Asbestos Claims (Dkt. 1557); Debtor’s Omnibus Supplemental Reply in Support of (I) Debtor's Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and (II) Debtor's Motion for Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants (Dkt. 1565); The Official Committee of Asbestos Claimants Response to United States Statement of Interest (Dkt. 1581); Supplemental Submission by Nonparties Manville Personal Injury Settlement Trust and Delaware Claims Processing Facility in Further Opposition to the Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1612); The Official Committee of Asbestos Claimants’ Post-Hearing Brief Regarding Estimation-Related Motions (Dkt. No. 1614); Debtor’s Supplemental Brief on Discovery and Limiting Motions (Dkt. 1615); Manville Personal Injury Settlement Trust and Delaware Claims Processing Facility Letter to the Court (Dkt. No. 1616); Debtor’s Reply to Trusts’ Letter Regarding Trust Discovery (Dkt. 1622). 2

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1. The Court has jurisdiction over the Motions pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of this proceeding and the Motions is proper pursuant to 28 U.S.C. §§ 1408 and 1409. Adequate notice of the Motions was given and it appears that no other notice need be given (except as set forth herein). 2. The Motions are GRANTED on the terms and conditions set forth herein. All objections to the relief granted herein are OVERRULED, except to the extent stated in the March 4, 2021 Ruling. As of its entry, this Order amends and supersedes the Trust Order. 3. Pursuant to Federal Rules of Bankruptcy Procedure 2004 and 9016, the Debtor is authorized to issue and serve modified subpoenas, requesting the data described in paragraph 8 below and replacing the original subpoenas authorized by the Trust Order, on the Manville Personal Injury Settlement Trust (“Manville Trust”) and on the Delaware Claims Processing Facility (“DCPF”) with respect to the following asbestos personal injury trusts whose claims are handled by DCPF (the “DCPF Trusts,” and together with the Manville Trust, the “Trusts”):4 a. Armstrong World Industries Asbestos Personal Injury Settlement Trust b. Babcock & Wilcox Company Asbestos Personal Injury Settlement Trust c. Celotex Asbestos Settlement Trust d. DII Industries, LLC Asbestos PI Trust (Halliburton, Harbison-Walker Subfunds) e. Federal Mogul U.S. Asbestos Personal Injury Trust (T&N, FMP, Flexitallic, Ferodo) f. Flintkote Asbestos Trust g. Owens Corning Fibreboard Asbestos Personal Injury Trust (FB and OC Subfunds) h. Pittsburgh Corning Corporation Asbestos PI Trust i. United States Gypsum Asbestos Personal Injury Settlement Trust j. WRG Asbestos PI Trust The subpoenas seek evidence that is relevant to specific purposes in connection with estimation and the negotiation, formulation, and confirmation of a plan of reorganization in this case, 4 The Debtor may also subpoena the DCPF Trusts if necessary to effectuate this Order. 3

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specifically: the determination of whether pre-petition settlements of mesothelioma claims provide a reliable basis for estimating the Debtor’s asbestos liability; the estimation of the Debtor’s asbestos liability; and the Debtor’s development of its trust distribution procedures and evaluation of the procedures proposed by the Official Committee of Asbestos Personal Injury Claimants (the “ACC”) and the Future Claimants’ Representative (the “FCR”) in their proposed chapter 11 plan (collectively, the “Permitted Purposes”). 4. On or before _________, 2021, the Debtor shall provide to the Manville Trust and DCPF the same list (in electronic, text searchable format) of last names and nine-digit SSNs for Bestwall Claimants specified in paragraph 4 of the Trust Order that the Debtor previously provided with one additional field that assigns a unique identifier (the “Bestwall Identifier”) for each Bestwall Claimant (the “BW Matching List”). 5. The Debtor, DCPF, and the Manville Trust shall use the Meet and Confer List produced pursuant to the paragraph 5 of the Trust Order to continue to meet and confer concerning whether any of the claimants on the Meet and Confer List should instead be classified as Matching Claimants. The Meet and Confer List shall be subject to the same confidentiality and use restrictions as Confidential Trust Data (as defined herein). On or before ___________, 2021, the Debtor (and the Debtor’s Retained Experts, as defined herein) shall permanently delete the Meet and Confer List and provide DCPF and the Manville Trust with written confirmation of such deletion; provided, however, that such deletion deadline shall be extended for each day the meet and confer process between the Debtor, on the one hand, and DCPF and the Manville Trust, on the other hand, continues after ____________, 2021. 6. On or before July 15, 2021, to provide additional protection for claimant identifying information, DCPF and the Manville Trust (through its claims processing agent, 4

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Claims Resolution Management Corporation (“CRMC”)) shall produce to ______________________ (the “Independent Facilitator”) the information in paragraph 8 relating to any Matching Claimant previously identified by DCPF and the Manville Trust pursuant to paragraph 5 of the Trust Order that did not (a) serve a notice of intent to move to quash by May 12, 2021 and (b) file a motion to quash by May 24, 2021 pursuant to paragraph 6 of the Trust Order (a “Non-Objecting Matching Claimant”). 7. Any Matching Claimant who timely (a) served a notice of intent to move to quash by May 12, 2021 and (b) filed a motion to quash by May 24, 2021 pursuant to paragraph 6 of the Trust Order (an “Objecting Matching Claimant”) shall file any motion to quash the revised subpoenas no later than _______________, 2021. Within 30 days of either an Objecting Matching Claimant failing to file a motion to quash by the deadline or the entry of an order dismissing or denying a motion to quash filed by the deadline, DCPF and the Manville Trust (through CRMC) shall produce to the Independent Facilitator the information in paragraph 8 relating to such Objecting Matching Claimant. 8. Subject to the procedures set forth in paragraphs 6 and 7 above, DCPF and the Manville Trust shall produce to the Independent Facilitator (in electronic database format and, with respect to DCPF, separated by Trust) the following information pertaining to Matching Claimants5 (to the extent the relevant Trust databases contain such information) (together, the “Matched Production”): a. Bestwall Identifier of injured party; b. Full name of injured party; 5 For the avoidance of doubt, the term “Matching Claimants” referenced here and elsewhere in this Order includes any claimants on the Meet and Confer List that the parties agree, after meeting and conferring, should be classified as Matching Claimants, but excludes any other claimants on the Meet and Confer List. 5

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c. Last four digits of injured party SSN; d. Gender of injured party; e. Date of birth of injured party; f. Date of death of injured party; g. State of residency of injured party; h. Date of diagnosis of injured party; i. Claimed disease and disease body site (if available); j. Full name of any claimant who is not the injured party and last four digits of his or her SSN; k. Claimant’s law firm (with email and address of contact person), jurisdiction of tort claim filing, and date of tort claim filing; l. Date claim filed against Trust; m. Date claim approved by Trust, if approved; n. Date claim paid by Trust, if paid; o. If not approved or paid, status of claim; p. All exposure-related fields, including: i. Date(s) exposure(s) began; ii. Date(s) exposure(s) ended; iii. Manner of exposure; iv. Occupation and industry when exposed; and v. Products to which exposed; q. Mode of review selected; and r. Mode of review under which claim was approved and paid. 6

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9. The Matched Production shall be used as follows: a. The Independent Facilitator shall use the date of birth and date of death fields to create new age fields for each claimant record indicating the age at diagnosis and the age at death, each rounded to the nearest year; b. The Independent Facilitator shall create a separate file (the “Matching Key”) containing the Bestwall Identifier and the following fields from the Matched Production (to the extent the data produced by DCPF and the Manville Trust pursuant to paragraph 8 include such information): i. Full name of injured party; ii. Last four digits of injured party SSN; iii. Gender of injured party; iv. Date of birth of injured party; v. Date of death of injured party; vi. State of residency of injured party; vii. Date of diagnosis of injured party; viii. Claimed disease and disease body site (if available); ix. Full name of any claimant who is not the injured party and last four digits of his or her SSN; and x. Claimant’s law firm (with email and address of contact person), jurisdiction of tort claim filing, and date of tort claim filing. For the avoidance of doubt, nothing in this paragraph 9(b) should be construed as modifying or expanding the scope of DCPF’s and the Manville Trust’s disclosure obligations under paragraph 8. 7

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c. After creating the Matching Key, the Independent Facilitator shall permanently delete from the Matched Production the datafields contained within the Matching Key (except the Bestwall Identifier and the year of the date of birth and the year of any date of death). The resulting database will be the “Anonymized Matched Production.” The Independent Facilitator shall then provide a copy of the Anonymized Matched Production to Bates White LLC (“Bates White”), Legal Analysis Systems, Inc. (“LAS”), and Ankura Consulting Group, LLC (“Ankura”), each in its capacity as a Retained Expert (as defined herein) for the Debtor, the ACC, and the FCR, respectively. Bates White shall also provide a copy of the BW Matching List to LAS and Ankura. The Independent Facilitator shall complete the steps described in paragraphs 9(a) through 9(c) within one week after receiving each production of data from the DCPF and the Manville Trust. Within four weeks after the final production of any Matching Claimant’s data or the resolution of all pending motions to quash described in paragraph 7, whichever is later, the Independent Facilitator shall serve a declaration on DCPF, the Manville Trust, and the Parties (as defined herein) that attests to the creation of the Anonymized Matched Production and the Matching Key pursuant to this Order; and attests to the storage of the Matching Key in the Secure Portal (as defined herein). The declaration shall be deemed “Confidential” pursuant to the Protective Order (as defined herein). d. Subject to and without in any way limiting the restrictions described in paragraph 10(e) below concerning access to the Matching Key (or use of information derived therefrom), Retained Experts and Authorized Representatives (each as 8

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defined below) of the Debtor, the ACC, the FCR, and Georgia-Pacific LLC (“New GP” and, together with the Debtor, the ACC, and the FCR, the “Parties”) may, upon written request to the Independent Facilitator stating their entitlement pursuant to this Order to the information or access credentials they request, obtain from the Independent Facilitator (i) a copy of the Anonymized Matched Production or (ii) credentials to view, but not download or copy, the Matching Key through the Secure Portal. The Independent Facilitator shall have no discretion to deny such a request. e. Retained Experts and Authorized Representatives (as defined in paragraph 10(e)) shall use any access to view the Matching Key only to (i) confirm the accuracy of a match between a claimant record in the Anonymized Matched Production and data from the Debtor’s database or other sources; (ii) provide sufficient identifying information from the Matching Key to an Authorized Representative to permit such Authorized Representative to confirm a match between a claimant record in the Anonymized Matched Production and data from the Debtor’s database or other sources (provided that such identifying information shall be limited to data corresponding to the specific individual claims in the Anonymized Matched Production that are the subject of individual claims analysis, shall not contain data corresponding to claims that are not the subject of individual claims analysis, and shall not include data beyond that which is strictly necessary to confirm a match contemplated by this subdivision (ii)); (iii) verify the accuracy of any matching of data performed by another Authorized Representative; and (iv) defend challenges to the accuracy of any matching of data performed by an 9

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Authorized Representative, provided, however, that the Matching Key may be used in the manner described in (i), (ii), (iii), and (iv) only in connection with a Permitted Purpose. Absent further order by this Court, no Retained Expert or Authorized Representative (other than an employee of the Independent Facilitator) shall use their access to view the Matching Key, or any portion or element thereof, for any other purpose, and shall not create or retain any record of any kind containing information that is derived solely from or contained exclusively in the Matching Key. f. To the extent a Retained Expert uses the BW Matching List to match the Anonymized Matched Production, on a claimant-by-claimant basis, to the Debtor’s database or other sources of information, such Retained Expert shall delete from any resulting database the names and SSNs of injured parties and any related claimants, without regard to whether such information was derived from data produced by DCPF or the Manville Trust or other sources of information (any such database being an “Anonymized Database”). A Retained Expert may, however, use the BW Matching List in conjunction with the Anonymized Matched Production or an Anonymized Database to (i) match and combine the Anonymized Matched Production, on a claimant-by-claimant basis, with data from the Debtor’s database or other sources; (ii) provide sufficient identifying information from the BW Matching List to an Authorized Representative to permit such Authorized Representative to match data from the Anonymized Matched Production with and analyze individual claims (provided that such identifying information shall be limited to data corresponding to the specific 10

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individual claims in the Anonymized Matched Production that are the subject of individual claims analysis, shall not contain data corresponding to claims that are not the subject of individual claims analysis, and shall not include data beyond that which is strictly necessary to effectuate the individual matches and analysis contemplated by this subdivision (ii)); (iii) verify the accuracy of any matching of data performed by another Authorized Representative; and (iv) defend challenges to the accuracy of any matching of data performed by an Authorized Representative, provided, however, that the BW Matching List may be used in the manner described in (i), (ii), (iii), and (iv) only in connection with a Permitted Purpose. Absent further order by this Court, no Retained Expert or Authorized Representative shall retain any other record of any kind linking the complete set of Bestwall Identifiers in the Anonymized Matched Production to the BW Matching List. Except for the Bestwall Identifier, nothing in this paragraph restricts any party from using information already in its possession or that comes into its possession from a source other than this Order. 10. The Matching Key (and any portion or extract thereof), the Anonymized Matched Production, any Anonymized Databases, and (while it exists) the Matched Production (together, the “Confidential Trust Data”) shall be deemed “Confidential” pursuant to the Agreed Protective Order Governing Confidential Information (Dkt. 337) (the Protective Order”). In addition to the protections in the Protective Order, the provisions in this Order (which will supersede the Protective Order in the event of any conflict) shall apply, including the following: a. No Confidential Trust Data shall be disseminated or disclosed, whether in written or electronic form, to any individual other than an individual (1) who has a clear 11

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need to know or access the data to perform work in connection with a Permitted Purpose and (2) who is (i) a lawyer, employee, agent, or representative of a law firm representing a Party in connection with this case, (ii) a lawyer, paralegal, or legal support staff for a Party (and working in a legal role for the Party), (iii) a Party’s Retained Expert (defined below) in this case, or (iv) an employee of the Independent Facilitator (collectively, the “Authorized Representatives”); provided, however, that the right of access to the Confidential Trust Data hereby conferred on the foregoing persons shall be subject to the conditions precedent set forth in paragraph 10(b) immediately below. b. Any person exercising a right of access to the Confidential Trust Data shall thereby consent, and be deemed to consent, to be bound by this Order and shall thereby submit, and be deemed to submit, to the exclusive jurisdiction and venue of this Court for any dispute pertaining to the interpretation or enforcement of this Order. Without limitation of the generality of the foregoing sentence, as a condition of the right of access to the Confidential Trust Data conferred by paragraph 10(a) above, each entity whose Authorized Representatives will receive access to the Confidential Trust Data and any other Authorized Representatives not associated with such an entity who will receive a right of access to the Confidential Trust Data under paragraph 10(a) above in their individual capacity shall execute a joinder in the form annexed to this Order as Exhibit A.1 or Exhibit A.2. Exhibit A.1 shall be executed on the part of corporations, partnerships, companies, or firms whose Authorized Representatives will receive access to the Confidential Trust Data in the performance of the entity’s duties with respect to 12

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this bankruptcy case. Exhibit A.2 shall be signed in an individual capacity by individuals (such as witnesses or self-employed experts) who receive a right of access to the Confidential Trust Data under paragraph 10(a) above in their individual capacities, rather than as employees, agents, or representatives of an entity. c. Any entity whose Authorized Representatives receive access to any Confidential Trust Data and any Authorized Representative who receives access to any Confidential Trust Data in their individual capacity as provided in this Order shall provide for physical, managerial, and electronic security thereof such that the Confidential Trust Data are reasonably maintained and secured, ensuring that they are safe from unauthorized access or use during utilization, transmission, and storage. Any electronic transmission of the Confidential Trust Data (including without limitation the Matching Key or any information derived therefrom) must be through a secure encrypted service, and not as an ordinary email attachment. d. Notwithstanding anything in this Order to the contrary, the Independent Facilitator shall store a back-up copy of the Matching Key in a separate, password-protected folder on the Independent Facilitator’s network, accessible only to its employees authorized to access the Matching Key under paragraph 10(a). The Independent Facilitator shall also create a secure, password-protected, web-based portal (the “Secure Portal”) that allows Retained Experts and Authorized Representatives otherwise entitled to such access to use the credentials specified in paragraph 9(d) to view, but not download or copy, the Matching Key. 13

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e. Notwithstanding anything in this Order to the contrary, access to view the Matching Key shall be limited to (i) Bates White, LAS, and Ankura, each in its capacity as a retained claims expert for the Debtor, the ACC, and the FCR, respectively, (ii) the Parties’ other retained experts (consulting or testifying) in this case (if any), and (iii) to the professional staff employed by such experts (each of (i), (ii), and (iii), a “Retained Expert”), (iv) the Independent Facilitator, and (v) such other persons as the Parties, DCPF, and the Manville Trust may agree to in writing from time to time; provided, however, that a Retained Expert shall be permitted to view the Matching Key only in connection with a Permitted Purpose and only if the Retained Expert has a clear need for such access. The Independent Facilitator shall have no responsibility for policing the purposes for which parties entitled to access the Matching Key use the Matching Key. f. Notwithstanding anything in this Order to the contrary, access to and use of the entire BW Matching List shall be limited to (i) the Retained Experts, (ii) the Independent Facilitator, DCPF, and the Manville Trust, and (iii) such other persons as the Parties, DCPF, and the Manville Trust may agree to in writing from time to time; provided, however, that a Retained Expert shall be permitted to access and use the BW Matching List only in connection with a Permitted Purpose and only if the Retained Expert has a clear need for such access and use. Any Retained Expert granted access to the BW Matching List shall store it in a separate, password-protected folder on the Retained Expert’s network, accessible only to individuals authorized to access the BW Matching List under this paragraph 10(f), and the same data security requirement shall apply to any other 14

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person granted access to the BW Matching List under subsection (iii) of this paragraph 10(f). Any electronic transmission of the BW Matching List must be through a secure encrypted service, and not as an ordinary email attachment. g. No claimant-specific data from or derived from any Confidential Trust Data, including without limitation the kinds of claimant data listed in paragraphs 9(b)(i) to 9(b)(x) above, shall be (i) offered as evidence in this bankruptcy case, (ii) placed on the public record, or (iii) filed with this Court, the District Court, or any reviewing court (including under seal), absent further order by this Court, made after notice of hearing of a motion (with notice to DCPF, the Manville Trust, and claimants provided to their attorneys at the addresses contained in the data produced by the Manville Trust and DCPF) authorizing such use. Such motion shall be brought by the movant no later than 30 days before such offer or use. The restrictions of this paragraph 10(g) shall also apply to any de-identified data (i.e., data that does not contain claimant-specific details) from or derived from any Confidential Trust Data that could reasonably be used, by cross-referencing publicly available information or otherwise, to determine or reveal a claimant’s identity. h. If, in connection with a motion pursuant to paragraph 10(g), or any response to such motion, a Party proposes to place any Confidential Trust Data under seal, that Party shall have the burden of making the showing required for sealing under applicable law. 15

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i. In addition to, and without diminution of any other use restrictions in this Order, unless otherwise ordered by the Court, the Confidential Trust Data shall be used only in connection with a Permitted Purpose. j. Notwithstanding the foregoing, a Party may use in connection with a Permitted Purpose in this Court, or any reviewing court, summaries or analyses derived from the Confidential Trust Data if such material is redacted so as not to reveal any identifying detail of any individual claimant, including without limitation any of the identifying details subject to the restrictions of paragraph 10(g) above. k. Likewise, nothing herein shall prohibit a Retained Expert with access to the Confidential Trust Data from using or referring to the Confidential Trust Data (in connection with a Permitted Purpose) in an expert report, preparing summaries of information for other experts to rely on, or testifying concerning the Confidential Trust Data, so long as any such testimony, summary, or report does not reveal any identifying detail of any individual claimant, including without limitation any of the identifying details subject to the restrictions of paragraph 10(g) above. 11. Pursuant to section 105(a) of the Bankruptcy Code, no Confidential Trust Data shall be subject to subpoena or otherwise discoverable by any person or entity other than the Parties. 12. Within 30 days after the effective date of a confirmed plan for the Debtor or the entry of a final order confirming such a plan, whichever is later (the “Deletion Date”), the Independent Facilitator, the Parties and any Authorized Representatives (and any of their associated entities), including without limitation any Retained Experts, who received access to or who possess any Confidential Trust Data or any excerpts thereof, including without limitation 16

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any person or entity that executed a joinder in the form annexed to this Order as Exhibit A.1 or Exhibit A.2, shall (i) permanently delete such Confidential Trust Data and any excerpts thereof, without in any way retaining, preserving, or copying the Confidential Trust Data or any excerpts thereof, and (ii) attest in the declaration specified in paragraph 13 that they have permanently deleted such files and any excerpts thereof in compliance with this Order; provided, however, that any such data stored on the Independent Facilitator’s or a Party’s or Authorized Representative’s back-up computer system for the purpose of system recovery or information recovery may be deleted after this period when the applicable back-up copies are deleted in the ordinary course of such Party’s or Authorized Representative’s operations. 13. Within 30 days after the Deletion Date, the Parties, the Independent Facilitator, and any Authorized Representatives (and any of their associated entities), including without limitation any Retained Experts, who received access to or who possess any Confidential Trust Data or any excerpts thereof, shall file a declaration with the Court affirming that it: (a) used any Confidential Trust Data solely for the Permitted Purposes authorized by this Order, (b) did not share any Confidential Trust Data with any other person or entity except as authorized by this Order or another court order, (c) complied with the restrictions of this Order concerning disclosure of claimant-specific data, including without limitation the provisions in paragraph 10(g), and (d) complied with the requirements in paragraph 12 concerning the deletion of any Confidential Trust Data. 14. Subject to the requirements of paragraphs 9 and 10 above, nothing in this Order shall restrict any person’s right to make lawful use of: a. any discrete data set or materials that came into the possession of such person lawfully and free of any confidentiality obligation; 17

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b. any exhibit or other document that is placed on the public record in this bankruptcy case in conformity with this Order, or any data or material that is or becomes publicly available other than by a breach of this Order; or c. any discrete data set or materials developed by or on behalf of such person independent of any Confidential Trust Data. 15. For the avoidance of doubt, nothing in this Order shall prohibit any Party from seeking discovery in connection with a Permitted Purpose with respect to any particular Bestwall Claimants, including where such Bestwall Claimants are selected using knowledge gained from the discovery ordered herein, so long as such discovery requests do not disclose any information that is derived solely from or contained exclusively in the Matched Production. 16. The Debtor shall reimburse DCPF and the Manville Trust their reasonable and documented expenses in complying with this Order and the subpoenas. DCPF, the Manville Trust, and the Independent Facilitator shall have no liability in connection with their compliance with this Order or the subpoenas described in this Order. 17. Pursuant to sections 105 and 363(b)(1) of the Bankruptcy Code, the Independent Facilitator is appointed to fulfill the role described herein. The Debtor is authorized to pay the Independent Facilitator’s fees and reimburse the Independent Facilitator’s reasonable and documented expenses (collectively, the “Facilitator Costs”), without further approval of the Court. For the avoidance of doubt, the Facilitator Costs shall constitute administrative expenses under section 503 of the Bankruptcy Code. The 14-day stay under Bankruptcy Rule 6004(h) applicable to the appointment of the Independent Facilitator under section 363(b)(1) is hereby waived. 18

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18. To the extent of any conflict or inconsistency between the terms of this Order and the Trust Order, the terms of this Order shall govern. 19. This Court shall retain exclusive jurisdiction to interpret, modify, apply, and enforce this Order to the full extent permitted by law. This Order has been signed United States Bankruptcy Court electronically. The judge’s signature and court’s seal appear at the top of the Order. 19

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EXHIBIT A.1 TO AMENDED ORDER GRANTING DEBTOR’S MOTION FOR BANKRUPTCY RULE 2004 EXAMINATION OF ASBESTOS TRUSTS AND GOVERNING CONFIDENTIALITY OF INFORMATION PROVIDED IN RESPONSE Re: In re Bestwall LLC Case No. 17-BK-31795 (LTB) United States Bankruptcy Court for the Western District of North Carolina Instructions: This joinder must be executed by an authorized representative of any corporation, partnership, company, or firm required to execute a joinder pursuant to paragraph 10(b) of the above-referenced Order. A C K N O W L E D G E M E N T On behalf of my employer, _____________________________________ [write in name of employer] (“Employer”), I and Authorized Representatives of Employer may be given access to Confidential Trust Data. The Confidential Trust Data constitutes confidential and protected information in connection with the above-referenced Amended Order Granting Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided in Response (the “Order”), entered by the United States Bankruptcy Court for the Western District of North Carolina (the “Bankruptcy Court”) in the above-referenced chapter 11 case. Capitalized terms used in this Acknowledgment but not otherwise defined herein shall have the meanings ascribed to them in the Order. I have read the Order on behalf of Employer as part of performing its duties to ___________________________________________________ [name of the Party or other client for whom Employer is rendering services in connection with the bankruptcy case]. I understand the conditions and obligations of confidentiality, and use restrictions, that the Order makes applicable to the Confidential Trust Data. By my signature below, Employer, for itself and all of its Authorized Representatives who receive access to any Confidential Trust Data, hereby accepts and agrees to be bound by, and to abide by, those conditions, obligations, and restrictions. On Employer’s behalf, I represent that Employer has made, or will make the Order and this joinder known in advance to all of Employer’s Authorized Representatives who are to receive access to any Confidential Trust Data, so that they will be on notice of Employer’s duties in connection therewith and their own responsibilities to ensure compliance with the Order. Employer and its Authorized Representatives will not disclose any Confidential Trust Data to any person not authorized by the Order, or further order of the Bankruptcy Court, to receive such information. They will not use any Confidential Trust Data except in connection with a Permitted Purpose (as defined in the Order). By the Deletion Date, I will destroy any Confidential Trust Data pursuant to paragraph 12 of the Order and will file the declaration specified in paragraph 13 of the Order. 20

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Employer and I (in my individual capacity and my capacity as a representative of Employer) consent to the exclusive jurisdiction and venue of the Bankruptcy Court for any action to interpret, apply, and enforce the terms of the Order and this joinder. I represent that I am duly authorized to execute this joinder on behalf of Employer. By: Print Name: Title: Employer: Address: Dated: Relationship to Employer: 21

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EXHIBIT A.2 TO AMENDED ORDER GRANTING DEBTOR’S MOTION FOR BANKRUPTCY RULE 2004 EXAMINATION OF ASBESTOS TRUSTS AND GOVERNING CONFIDENTIALITY OF INFORMATION PROVIDED IN RESPONSE Re: In re Bestwall LLC Case No. 17-31795 (LTB) United States Bankruptcy Court for the Western District of North Carolina Instructions: This joinder must be executed by any individual required to execute a joinder in his or her individual capacity pursuant to paragraph 10(b) of the above-referenced Order. A C K N O W L E D G E M E N T I may be given access to certain confidential and protected information in connection with the above-referenced Amended Order Granting Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided in Response (the “Order”), entered by the United States Bankruptcy Court for the Western District of North Carolina (the “Bankruptcy Court”) in the above-referenced chapter 11 case. I have read the Order. Capitalized terms used in this joinder but not otherwise defined herein shall have the meanings ascribed to them in the Order. I understand the conditions and obligations of confidentiality, and use restrictions, that the Order makes applicable to the Confidential Trust Data and hereby accept and agree to be bound by, and to abide by, those conditions, obligations, and restrictions. I will not disclose any Confidential Trust Data to any person not authorized by the Order, or further order of the Bankruptcy Court, to receive such information. I will not use any Confidential Trust Data except in connection with a Permitted Purpose (as defined in the Order). By the Deletion Date, I will destroy any Confidential Trust Data pursuant to paragraph 12 of the Order and will file the declaration specified in paragraph 13 of the Order. 22

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I consent to the exclusive jurisdiction and venue of the Bankruptcy Court for any action to interpret, apply, and enforce the terms of this Order and this joinder. By: Print Name: Title: Employer: Address: Dated: 23

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EXHIBIT B

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2021 WL 2209884 Only the Westlaw citation is currently available. United States District Court, D. Delaware. IN RE BESTWALL LLC, Debtor. Underlying Case No. 17-BK-31795 (LTB) | Misc. No. 21-141 (CFC) | Filed 06/01/2021 (U.S. Bankruptcy Court for the Western District of North Carolina)Attorneys and Law Firms Beth Moskow-Schnoll, Ballard Spahr LLP, Wilmington, DE., Counsel for Armstrong World Industries, Inc. Asbestos PersonalInjury Settlement Trust; Celotex Asbestos Settlement Trust; Flintkote Asbestos Trust; Pittsburgh Corning Corporation PersonalInjury Settlement Trust; WRG Asbestos PI Trust; Federal-Mogul Asbestos Personal Injury Trust; Babcock & Wilcox CompanyAsbestos PI Trust; United States Gypsum Asbestos Personal Injury Settlement Trust; and Owens Corning / Fibreboard AsbestosPersonal Injury Trust. Chad S.C. Stover, Barnes & Thornburg LLP, Wilmington, DE; Garland S. Cassada, Stuart L. Pratt, Robinson, Bradshaw &Hinson, P.A., Charlotte, NC., Counsel for Bestwall LLC MEMORANDUM CONNOLLY, UNITED STATES DISTRICT JUDGE I. INTRODUCTION *1 Before the Court is the Motion of Third Party Asbestos Trusts to Quash or Modify Subpoenas (D.I. 1) (“Motion to Quash”),filed by nine asbestos settlement trusts identified below (the “Trusts”), seeking an order quashing or modifying subpoenas toproduce electronically stored claimant information which have been served upon them and the Delaware Claims ProcessingFacility (the “DCPF”) by Bestwall LLC, a debtor in a chapter 11 case currently pending in the United States Bankruptcy Courtfor the Western District of North Carolina (“NC Bankruptcy Court”). Several joinders to the relief requested in the Motionto Quash were filed by affected claimants (D.I. 3, 17, 20, 28) (“Additional Motions to Quash”). Also before the Court are (i)Bestwall LLC's Motion to Transfer Proceedings (D.I. 4) (“Motion to Transfer”), and (ii) Bestwall LLC's Supplemental Motion toTransfer Proceedings (D.I. 23) (“Supplemental Motion to Transfer”), which together seek orders transferring all of the Motionsto Quash to the NC Bankruptcy Court. For the reasons set forth herein, the Motion to Transfer and Supplemental Motion to Transfer are denied, and the Motions toQuash are granted without prejudice to Bestwall's right to reissue the subpoenas seeking a narrower document production thatis consistent with the protections set forth in the order previously issued by the United States Bankruptcy Court for the Districtof Delaware (“DE Bankruptcy Court”) and affirmed by this Court and the United States Court of Appeals for the Third Circuit. II. BACKGROUND 1 A. The Trusts

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liability for asbestos-related personal injury claims, as a prerequisite to having a United States District Court issue an asbestosclaims channeling injunction pursuant to 11 U.S.C. § 524(g) to supplement the terms of the confirmation order in the debtor'sbankruptcy case. The Trusts are not corporate defendants or insurance companies. They are limited funds whose sole purposeis to pay victims of asbestos-related diseases caused by the products of the debtors. The Trust Agreements establishing each of the Trusts require that the Trustees administer, maintain, and operate the Trustspursuant to certain written Trust Distribution Procedures (the “TDP”), provisions of which – both the Trust Agreement and theTDP – were approved by a United States District Court and thereby incorporated into the debtor's confirmed plan. *2 Each TDP expressly provides that submissions to the Trust by the holders of the channeled asbestos claims (the “TrustClaimants”) (i) are intended to be confidential, (ii) will be treated as made in the course of settlement discussions betweenthe claimant and the Trust, and (iii) are to be protected by all applicable privileges, including those applicable to settlementdiscussions. (See, e.g., D.I. 1-1, Ex. A (Federal-Mogul Asbestos Injury Trust Distribution Procedures), § 6.5). Further, the TDPsof eight of the Trusts provide that the Trust shall “on its own initiative” take steps to preserve such privileges. (Id.)B. The Bestwell Bankruptcy and the Rule 2004 Motion Bestwall is the debtor in a pending chapter 11 bankruptcy case in the NC Bankruptcy Court. Bestwell seeks evidence to supportits contention that the Bankruptcy Court should adopt a low estimation of the total value of its liability for present and futureasbestos personal injury claims. Bestwall endeavors to show that the evidentiary value of the amount it paid to settle approximately 15,000 pre-bankruptcymesothelioma claims is tainted because a significant percentage of the roughly 15,000 claimants withheld information aboutother alleged asbestos exposure, which resulted in Bestwall overpaying for its share of such claimants’ damages. (D.I. 1, Ex. C (“Rule 2004 Motion”), ¶¶ 2, 12). Accordingly, on July 31, 2020, Bestwall moved under Bankruptcy Rule 2004 (the “2004 Motion”) for authority to issue asubpoena on the DCPF for the production of electronically stored data concerning any of Bestwall's roughly 15,000 settledmesothelioma claimants who also filed a claim against one or more of the Trusts. Bestwall also sought authority to issuesubpoenas on the Trusts, in the event the DCPF was to assert that such are necessary to secure production. (Id. at 3-4). Bestwallserved the 2004 Motion on the DCPF, but not on any of the Trusts. Thereafter, the DCPF filed a Response and Objection to the 2004 Motion, asserting, among other things, that (i) there isinherently sensitive information in its databases that relate to Trust Claimants; (ii) the databases include personal identifiersand medical information; and (iii) the improper dissemination of such information could harm the Trust Claimants in a varietyof ways, ranging from identity theft to misuse in the tort system by other defendants. (D.I. 1, Ex. D (“CPF Response andObjection”) at 16-23). The DCPF's Response and Objection requested that the Court deny the 2004 Motion. It also alternatively requested that, ifthe Court granted the 2004 Motion, the Court enter an order with a number of confidentiality protections and use limitations,including: a. Limiting the production of Trust Claimants’ data to a random sample of no more than 10% of the 15,000 mesotheliomavictims at issue; and b. Authorizing the DCPF, or a neutral third party, to anonymize the Trust Claimants’ claims data before producing it or, atminimum, requiring Bestwall and its experts to anonymize such data after it is produced, and barring Bestwall from re-associating claimant personally identifiable information with the anonymized data.

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(Id. at 35-36). The DCPF's request was consistent with its duty under its Claims Processing Agreement with the Trusts to use itsbest efforts – when required to disclose confidential information – to ensure that such information will be treated as confidentialby all who receive it. On March 4, 2021, the Bankruptcy Court conducted a hearing during which the Judge concluded that Bestwall had met itsburden of showing that the information sought is both relevant and necessary to the bankruptcy case, and that the 2004 Motionshould be granted. The Bankruptcy Court also stated that it shared the DCPF's concerns about the confidential, proprietary, andinherently sensitive nature of the data that would be collected by Bestwall, and indicated that the 2004 Motion would be grantedsubject to certain conditions. (D.I. 1, Ex. E, 3/4/21 Hr'g Tr. at 13:16-14:10). *3 On March 24, 2021, the Bankruptcy Court entered an order granting the 2004 Motion subject to certain provisions governingconfidentiality. (D.I. 1, Ex. B, 5-24). The March 24 Order also authorized Bestwall to subpoena the Trusts if necessary toeffectuate such order. However, the March 24 Order did not limit the protection of data to a random sample of no more than10% of the 15,000 claims at issue, nor did it authorize a neutral party to anonymize the Trust Claimants’ data before production. Instead, it authorized Bates White, LLC – a firm whose data science practice aggregates and analyzes data for use by itscustomers, and which acts as Bestwall's liability consultant – to anonymize the Trust Claimants’ data. The March 24 Order further requires the DCPF to identify a subset of matches to last names and social security numbers toBates White by April 21, 2021. The DCPF is to provide Bates White with the complete data pertaining to matched claimantsby May 28, 2021. Bestwall intends to have Bates White take the extraordinarily sensitive claims files from the DCPF that relate to up to 15,000Trusts Claimants, which are separately maintained by the Trusts, and pool them into a single database. C. The Subpoenas On April 2 and April 5, 2021, pursuant to the March 24 Order, Bestwall served the subpoenas on each of the Trusts, c/o theDelaware Claims Processing Facility (the “DCPF”) in Wilmington, Delaware or on DCPF's counsel. (See generally D.I. 1, Ex. B (aggregated subpoenas for the Trusts and DCPF)). The subpoenas compel the production of electronically stored confidentialinformation submitted to the Trusts by more than 15,000 of the Trust Claimants. Bestwall also served a subpoena for the Trust Claimants’ data on the DCPF on April 5, 2021. The Trusts have contracted withthe DCPF to process the Trust Claimants’ claims according to the criteria and protocols of each Trust's TDP. As such, the DCPFholds the Trusts’ data related to the claims made by the Trust Claimants. Although the DCPF holds the data of the Trusts,because of confidentiality requirements, the Trusts do not have access to each other's data through the DCPF or otherwise. D. The Motion to Quash The Trusts filed the Motion to Quash based on the confidentiality provisions of the Trusts’ TDPs. These provisions make clearthat the Trusts are not to serve as information clearinghouses or “public libraries” for entities that wish to obtain confidentialclaimant information for their own commercial purposes. Rather, each Trust should take reasonable and necessary steps toprotect the confidentiality of the information submitted to it by the Trust Claimants when that information is sought by thirdparties for purposes other than determining whether the claims submitted to the Trust in question are valid and payable. Pursuant to the Court-approved confidentiality provisions of the TDPs requiring the Trusts to take action to protect TrustClaimants’ confidential information, the Trusts request that this Court quash each of the subpoenas served on the Trusts and theDCPF by Bestwall. According to the Trusts, the highly sensitive, personal, and confidential nature of the information sought byBestwall, as well as the unnecessary scale of disclosure sought, weigh decisively in favor of quashing the subpoenas or modifyingthe sample size to be produced. The Trust Claimants’ submissions to the Trusts disclose medical records, sensitive personal

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all of which was disclosed with the expectation that such information will be kept confidential. The Trusts assert that thisexpectation of confidentiality should not be violated, especially where, as here, “no need is shown” for information that couldinclude up to 15,000 claimants’ private records. (See D.I. 1 at 7-8 (citing Mannington Mills, Inc. v. Armstrong World Indus.,Inc., 206 F.R.D. 525, 529 (D. Del. 2002)). Alternatively, the Trusts request the entry of an order protecting their confidentialityconcerns by modifying each of the subpoenas to: *4 a. Limit the production of data to a random sample of no more than 10% of the roughly 15,000 mesothelioma victimsat issue; and b. Require the DCPF to anonymize the Trusts’ claims data before producing complete data to Bates White or Bestwall. (D.I. 1 at 6). According to the Trusts, Bestwall's demand for information about as many as 15,000 Trust Claimants is overbroad andmisaligned with the inquiry it purportedly plans to undertake. Bestwall seeks the subpoenaed information to determine whetherthere was a pattern of false claims submissions to it or its predecessor, and whether any such pattern was prevalent. The Trustsargue that Bestwall does not need the personal information of up to approximately 15,000 individuals to determine if such apattern exists. Rather, producing data for a random sample of up to 10% of the 15,000 claimants would provide a statisticallysignificant sample of the claims in issue, sufficient to satisfy any right Bestwall might have to obtain a representative sample. Conversely, Bestwell argues that the subpoenas issued by the NC Bankruptcy Court are relevant and necessary to the chapter11 case. Bestwell further argues that the Motion to Quash is a collateral attack on the March 24 Order. Various affected parties have filed similar requests for relief, requesting that this Court quash or modify the subpoenas or,alternatively, issue a protective order. E. The Motion to Transfer and Supplemental Motion to TransferOn April 23, 2021, Bestwell filed the Motion to Transfer and subsequently filed the Supplemental Motion to Transfer. Accordingto Bestwell, the NC Bankruptcy Court is best positioned to rule on the Motion to Quash, having considered these identicalissues in the Chapter 11 case. Bestwell argues that consolidation of the litigation of the Trusts’ objections in the NC BankruptcyCourt will promote judicial economy and avoid the risk of inconsistent rulings on the same issues. (See D.I. 5 at 19-20). III. JURISDICTION AND STANDARDS OF REVIEW With the exception of three cases, each of the bankruptcy cases pursuant to which the Trust was established was conducted in the 2 DE Bankruptcy Court. Each of the Trusts was established to assume those debtors’ present and future liability for asbestos-related personal injury claims and this Court issued channeling injunction pursuant to § 524(g) to supplement the terms ofthe confirmation order in each Debtor's bankruptcy cases. The Trust Agreements establishing each of those Trusts require thatthe Trustees administer, maintain, and operate the Trusts pursuant to the TDP's which were also approved by this Court andincorporated into each Debtor's confirmed plan. Each TDP expressly provides that submissions to the Trust by Trust Claimants(i) are intended to be confidential, (ii) will be treated as made in the course of settlement discussions between the claimant andthe Trust, and (iii) are to be protected by all applicable privileges, including those applicable to settlement discussions. Further,the TDPs of nine of the Trusts provide that the Trust shall “on its own initiative” take steps to preserve such privileges. (Id.)*5 “Every court has supervisory power over its own records and files, and access has been denied where court files mighthave become a vehicle for improper purposes.” Nixon v. Warner Comm'ns, Inc., 435 U.S. 589, 598 (1978). IV. ANALYSIS

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A. The Motion to Transfer and Supplemental Motion to TransferThe Motion to Quash is properly before this Court. Federal Rule of Civil Procedure 45(d)(3)(A) requires a subpoenaed partyto move to quash or modify the subpoena in the district where compliance is required, not in the court that issued the subpoena(unless the two are the same). Rule 45(f) provides that the compliance court may transfer a motion to quash or modify only“if the person subject to the subpoena consents or if the court finds exceptional circumstances.” The Trusts have not, and willnot, consent to transfer. Therefore, the Court may only exercise its discretion to transfer the Motion to Quash if “exceptionalcircumstances” exist. Rule 45(f) does not define “exceptional circumstances,” but the Rule 45(f) Advisory Committee Note makes clear that the partyrequesting transfer bears the burden of showing such circumstances are present. Fed. R. Civ. P. 45(f), Advisory CommitteeNote (2013 amendments). According to the Advisory Committee Note, “it should not be assumed that the issuing court is ina superior position to resolve subpoena-related motions.” Id. The Court's primary consideration is to avoid “burdens on localnonparties subject to subpoenas.” Id. Transfer is warranted only if the exceptional circumstances favoring transfer outweigh theinterest of the nonparty served with the subpoena in resolving the motion locally. Id. Bestwell has not established exceptional circumstances. Bestwall tries to paint the Motion to Quash as an improper collateralattack on the Issuing Court's March 24 Order, but this characterization is improper. (D.I. 5 at 16). Rule 45(d)(3)(A) providesthat only “the court for the district where compliance is required” has the initial power to quash or modify a subpoena. Fed. R. Civ. P. 45(d)(3)(A). Any motion seeking to quash or modify a subpoena must therefore be brought in the district of compliance. Courts routinely dismiss motions to quash that are not filed in the district of compliance. See, e.g., Arrowhead Cap. Fin., Ltdv. Seven Arts Entm't, Inc., 2021 U.S. Dist. LEXIS 23058, at *7-8 (S.D.N.Y. Feb. 5, 2021) (dismissing motion to quash withoutprejudice as to reassertion in the district where compliance is required); In re 3M Combat Arms Earplug Prods. Liab. Litig.,2020 U.S. Dist. LEXIS 250805, at *6-7 (N.D. Fla. Nov. 18, 2020) (dismissing motion to compel that was not filed in the districtof compliance). As set forth in the Motion to Quash, the District of Delaware is the district of compliance and Rule 45 requiredthe Trusts to file the Motion to Quash here. (D.I. 1 at 7 n.1). Bestwell has further failed to carry its burden of showing that exceptional circumstances exist and outweigh the Trusts’ stronginterests in resolving the motion locally. Here, the Trusts have strong interests in this Court resolving the Motion to Quash givenits vested interest in the Trusts and the sensitive Trust Claimant data Bestwall seeks. A majority of the Trusts are Delawarestatutory trusts, and this Court approved a majority of the Trust Agreements and TDPs giving rise to the Trusts’ fiduciary dutieswhich underlie the Motion to Quash. Moreover, the confidential data Bestwall seeks is located in this district and subject to thisCourt's jurisdiction. Even assuming the circumstances Bestwall proffers are “exceptional,” transfer is not warranted becausethese circumstances do not outweigh the Trusts’ strong interests in a local resolution, and transfer would significantly burdenthose interests. Transfer would deprive the Trusts the opportunity to have this Court – the Court that approved and implementeda majority of the Trusts’ fiduciary obligations to the Trust Claimants – define the scope of their fiduciary obligations andprotections of data held in this district pursuant to that obligation. B. The Motion to Quash *6 Through the subpoenas authorized by the NC Bankruptcy Court, Bestwall seeks sweeping personal data for BestwallClaimants who filed claims with a DCPF Trust: a. Claimant identifying information, which is comprised of: i. the full name of the injured party; ii. the injured party's Social Security number, gender, date of birth, date of death, state of residency, date of diagnosis,and body site (if available); iii. the full name of any claimant who is not the injured party and his or her Social Security number;

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iv. and claimant's law firm, jurisdiction of tort claim filing, and date of tort claim filing. b. Date claim filed; c. Date claim approved, if approved; d. Date claim paid, if paid; e. If not approved or paid, status of the claim; f. All exposure-related fields, including: i. Date(s) exposure(s) began; ii. Date(s) exposure(s) ended; iii. Manner of exposure; iv. Occupation and industry when exposed; and v. Products to which exposed; g. Mode of review selected; h. Mode of review under which the claim was approved and paid. (See D.I. 12 at 10-11). According to Bestwell, this data is needed “to determine the extent to which Bestwall Claimants failedto disclose in tort litigation relevant evidence of exposure to the products of bankrupt asbestos defendants—evidence that wasused to assert Trust claims.” (Trust Motion ¶¶ 11-18). Here, six of the Trusts from which information is sought were approved and implemented by this Court. This is not the first timethat a party has sought access to Trust Claimants’ highly sensitive data. In a more recent attempt, Honeywell International Inc. and Ford Motor Company together sought unconditional access to thousands of exhibits (“2019 Exhibits”) that were submittedto the DE Bankruptcy Court pursuant to Federal Rule of Bankruptcy Procedure 2019 in connection with administering nineasbestos bankruptcies (the “Consolidated Cases”) – among them, notably, Debtors whose cases resulted in Trusts targeted here: The Armstrong World Industries Asbestos Personal Injury Settlement Trust, The Flintkote Asbestos Trust, The Owens Corning /Fibreboard Asbestos Personal Injury Trust, and The United States Gypsum Asbestos Personal Injury Settlement Trust. 3 Honeywell and Ford sought an order from the DE Bankruptcy Court granting them unlimited access to the 2019 Exhibitsfor use by any party and for any purpose. The Bankruptcy Court entered an order in each of the Consolidated Cases grantingonly limited access to the 2019 Exhibits for the limited purpose of investigating potential fraud in the claims process. See Inre Owens Corning, 560 B.R. 229 (Bankr. D. Del. 2016) (“Access Decision”). The Bankruptcy Court concluded that providingunlimited access to the 2019 Exhibits would pose an undue risk of identity theft and exposure to private medical information. The DE Bankruptcy Court imposed additional limitations on access as well. In particular, the Bankruptcy Court held that accesswould be granted solely for a three-month period, after which the 2019 Exhibits had to be destroyed. See id. Honeywell andFord were further prohibited from sharing the identity of individuals by name or other identifying means. See id. Finally, theBankruptcy Court determined it appropriate to appoint an independent facilitator to oversee production of the 2019 Exhibits,including, but not limited to, the removal of the retention agreements and all but the last four digits of social security numbers,and imposed the costs associated with the efforts of the facilitator on Appellants. (See id.)

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the Access Decision was later affirmed by this Court. In re Motions Seeking Access to 2019 Statements, 585 B.R. 733 (D. Del. 2018). The Third Circuit later affirmed the Access Decision as well. In re A C & S Inc., 775 Fed. App'x 78 (3d Cir. 2019). Here, unlike in the A C & S case, Bestwell has not sought unlimited access to Trust Claimant data for any purpose. Rather,Bestwell has demonstrated a legitimate purpose in requesting the Claimant data to aid in plan formulation and estimationproceedings. Additionally, the protections set in place by the NC Bankruptcy Court will go a long way toward protecting TrustClaimants’ sensitive data. However, Bestwell has not sought relief from the Bankruptcy Court that issued the orders establishingand governing the Trusts. It appears that additional safeguards must be included in order to comply with previous protectionsgranted by the DE Bankruptcy Court in those cases, including, but not limited to, appointment of an independent facilitator4 to oversee production. V. CONCLUSION For the reasons explained above, the Court will deny the Motion to Transfer and Supplemental Motion to Transfer. The Motionto Quash is granted without prejudice to Bestwell's right to seek reissuance of the subpoenas seeking a narrower documentproduction that is consistent with the protections afforded by the Bankruptcy Court's Access Decision. All Citations Slip Copy, 2021 WL 2209884 Footnotes 1 The ten Trusts are: The Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust;The Celotex Asbestos Settlement Trust; The DII Industries, LLC Asbestos PI Trust; The Flintkote Asbestos Trust; The Pittsburgh Corning Corporation Personal Injury Settlement Trust;The WRG Asbestos PI Trust; The Federal-Mogul Asbestos Personal Injury Trust; The Babcock & Wilcox Company Asbestos PI Trust; The United States Gypsum Asbestos Personal Injury Settlement Trust; andThe Owens Corning / Fibreboard Asbestos Personal Injury Trust. 2 The bankruptcy cases of Pittsburgh Corning Corporation and DII Industries, LLC were conducted in the U.S. BankruptcyCourt for the Western District of Pennsylvania, and the bankruptcy case of Celotex Corporation was conducted in theU.S. Bankruptcy Court for the Middle District of Florida. 3 Under the version of Bankruptcy Rule 2019 in effect at that time, a 2019 Statement (when required) needed to containcertain identifying information (e.g., name and address, nature and amount of claim or interest, etc.) about the creditorsand equity holders being represented by the entity preparing the 2019 Statement (e.g., a law firm). 4 Because the parties have sought an expedited ruling on these motions, the Court has not engaged in a detailed comparisonof the protections ordered by the NC Bankruptcy Court and those granted in the DE Bankruptcy Court's Access Decision. End of Document © 2021 Thomson Reuters. No claim to original U.S. Government Works.

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EXHIBIT C

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560 B.R. 229 United States Bankruptcy Court, D. Delaware. IN RE OWENS CORNING ARMSTRONG WORLD INDUSTRIES, INC., W.R. Grace & Co., USG Corp., US Minerals Products Company, Kaiser Aluminum Corp.,ACandS, Inc., Combustion Engineering, Inc., The Flinkote Company, Debtors. Case No. 00–3837 (KG) (D.I. 21106), Case No. 00–4471 (KG) (D.I. 10813), Case No. 01–1139 (KG) (D.I. 32718),Case No. 01–2094 (KG) (D.I. 12711), Case No. 01–2471 (KG) (D.I. 4094), Case No. 02–10429(KG) (D.I. 10351),Case No. 02–12687 (KG) (D.I. 3751), Case No. 03–10495 (KG) (D.I. 3502), Case No. 04–11300 (KG) (D.I. 9338)| Signed 11/08/2016 Synopsis Background: In nine separate bankruptcy cases resulting from debtors' asbestos-related liabilities, manufacturer of automotivebrake products, joined by automobile manufacturer, filed motion for order authorizing “any entity” to access Rule 2019statements and exhibits which had been submitted by asbestos claimants in the cases, for the purpose of investigating fraudulentclaims as well as for lobbying activities. Personal injury trust advisory committee that had been appointed to represent theinterests of asbestos claimants, joined by others, objected to motion. The Bankruptcy Court, Kevin Gross, J., held that the exhibits in question were judicial records to which the presumption ofpublic access applied, and although the nature of the information contained in the exhibits was not enough to automaticallyrebut the presumption, the court would limit movants' use of the exhibits as specified. Ordered accordingly. *231 OPINION RE MOTION OF HONEYWELL INTERNATIONAL, INC. FOR ACCESS TO RULE 2019 EXHIBITS KEVIN GROSS, U.S.B.J. Honeywell International, Inc. has moved for an order (the “Motion”) authorizing “any entity ... including Honeywell ... [to]access, inspect, copy and receive copies of ... any and all of the 2019 Exhibits filed with the Court in compliance with the2019 Order or Bankruptcy Rule 2019.” D.I. 32718–1 ¶ 2. Honeywell, joined by Ford Motor Company (“Ford”), seeks accessto statements and exhibits which asbestos claimants submitted in the captioned cases pursuant to Rule 2019 of the FederalRules of Bankruptcy Procedure (the “Bankruptcy Rules”). The North American Refractories Company Asbestos Personal Injury 1 Settlement Trust Advisory Committee (“NARCO TAC”), joined by others , has objected to the Motion. Honeywell's and Ford's argument in favor of access rests on Bankruptcy Code Section 107 which provides in pertinent part: Except as provided in subsections (b) and (c) and subject to section 112, a paper filed in a case under this title and the docketsof a bankruptcy court are public records and open to examination by an entity at reasonable times without charge. (b) On request of a party in interest, the bankruptcy court shall, and on the bankruptcy court's own motion, the bankruptcycourt may—

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(1) protect an entity with respect to a trade secret or confidential research, development, or commercial information; or(2) protect a person with respect to scandalous or defamatory matter contained in a paper filed in a case under this title. *232 (c)(1) The bankruptcy court, for cause, may protect an individual, with respect to the following types of informationto the extent the court finds that disclosure of such information would create undue risk of identity theft or other unlawfulinjury to the individual or the individual's property: (A) Any means of identification (as defined in section 1028(d) of title 18) contained in a paper filed, or to be filed, in acase under this title. (B) Other information contained in a paper described in subparagraph (A). The Court will grant Honeywell and Ford limited access as explained in this Opinion. JURISDICTION AND VENUE The Court has jurisdiction over the Motion based upon its inherent authority to interpret and, if necessary, modify its ownorders. 28 U.S.C. §§ 157 and 1334. In addition, the Court's jurisdiction exists because the matters which the Motion raisesrelate to the Court's administration responsibilities. The Motion raises issues which relate to Bankruptcy Rule 2019 and theCourt's 2019 Order, and Bankruptcy Code Section 107 and is therefore a “core” matter. Venue in this district is proper pursuantto 28 U.S.C. § 1409(a). The Court previously ruled that the NARCO TAC has standing to object to the Motion on the basis that it is a party in interestunder Section 1109 of the Bankruptcy Code. In re Glob. Indus. Techs., Inc., 645 F.3d 201, 211 (3d Cir. 2011). Courts haveconstrued Section 1109(b) broadly to permit parties “affected by a chapter 11 proceeding to appear and be heard.” Id. at 210(holding that the list of potential parties in Section 1109 is not exclusive). The NARCO TAC is clearly a party in interest. Itwas appointed by a bankruptcy court to represent the interests of asbestos claimants, as part of the confirmation of the NARCObankruptcy. See also In re Amatex Corp., 755 F.2d 1034, 1042 (3d Cir. 1985) (applying the “broad, flexible definition” of partiesin interest enunciated in case law). FACTS The nine captioned cases are, of course, bankruptcy cases which resulted from the entities' asbestos related liabilities. Honeywellis a diversified technology and manufacturing company which has been a global supplier of automotive brake friction materialsand aftermarket brake products. The “Bendix” products are the subject of numerous lawsuits alleging asbestos exposure from 2 Bendix products. Honeywell is also obligated to fund all distributions which the NARCO Trust makes up to capped amounts(which exceed $100 million) and all of the NARCO Trust's expenses. Declaration of Peter John Sacripanti in Support of theMotion, ¶¶ 3–5. Honeywell's purpose in seeking access to the Rule 2019 Exhibits (defined below) is to investigate fraudulentclaims and produce the Rule 2019 Exhibits to the NARCO Trust for its own review of claims, and for lobbying activities. Sacripanti Declaration, ¶¶ 7–9. Honeywell cites several sources to support its view that fraudulent claims have been filed againstHoneywell and the NARCO Trust. Ford is an automobile manufacturing company, and has been named as a defendant in asbestos cases by plaintiffs claimingto have worked with or around chrysotile containing brake pads. Ford joins with *233 Honeywell in seeking access to theRule 2019 Exhibits.

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the orders entered by the Bankruptcy Court (the “Rule 2019 Orders”) which standardized disclosures required by BankruptcyRule 2019 throughout the mass tort bankruptcies filed in the Third Circuit. Honeywell, joined by Ford, seeks access to thesedocuments under the public right to access of the Bankruptcy Code Section 107 and the common law. Bankruptcy Rule 2019 requires an entity (other than a court appointed committee) to file a verified statement which includes: (1) the name and address of the creditor, and (2) the nature and amount of the claim or interest and the time of acquisition unlessit is alleged to have been acquired more than one year prior to the filing of the petition. The Bankruptcy Court entered severalorders, i.e., the Rule 2019 Orders, which informed parties how to comply with Bankruptcy Rule 2019 in the context of theasbestos cases. The Bankruptcy Court required lawyers representing multiple claimants to file statements which the BankruptcyCourt electronically filed and docketed. The statements identified the names and addresses of the law firms, but did not includesubstantive information. However, the Rule 2019 Orders also required that the asbestos claimants' lawyers provide exhibits tothe Rule 2019 statements to the Clerk of the Bankruptcy Court. Unlike the limited information provided in the statements, theRule 2019 Exhibits were not to be filed electronically or docketed. The Rule 2019 Exhibits include the following: (1) the names and addresses of the clients of the submitting attorney; (2)exemplars or actual copies of the relevant retention agreements; (3) identification of disease; (4) claim amounts if liquidated;(5) sometimes full or partial social security numbers; (6) sometimes medical records, with information including full or partialsocial security numbers; family histories (including causes of death of family members), results of physical examinations, chestx-rays, and lung function tests, and other similarly sensitive medical information; and (7) sometimes other records that the lawfirm maintained in connection with or commingled with the required information. The asbestos claimants' lawyers submittedthe Rule 2019 Exhibits to the Clerk of the Bankruptcy Court on compact disks. Honeywell intends to produce the Rule 2019 Exhibits to the NARCO Trust to be used in connection with the NARCO Trust'sown review of claims that it receives from asbestos claimants, and as part of its review of all of the NARCO Trust's operations. Motion, ¶¶ 9–10. Both Honeywell and Ford made it clear that they also intend to use the Rule 2019 Exhibits for lobbyingpurposes. Neither movant provided the Court with more details as to these lobbying efforts, such as a time frame or the recipients. In fact, the order Honeywell presented with the Motion would permit access by “any entity,” and not just Honeywell or Ford. DISCUSSION In the Motion, Honeywell requests access to the Rule 2019 Exhibits for the following purpose: 9. Honeywell intends to review and analyze all aspects of the NARCO Trust's operations, including, without limitation, itsclaims processing procedures and the claims submitted to the NARCO Trust under the individual review and expedited reviewprocesses. The valuable information contained in the 2019 Exhibits will help to ensure that the purpose of *234 the NARCOTrust, which is to promptly pay holders of “valid” claims, is fulfilled, and that Honeywell appropriately compensates asbestosplaintiffs in the tort system, to the extent such plaintiffs have valid claims. 10. In addition, Honeywell intends to produce the 2019 Exhibits to the NARCO Trust to be used in connection with theNARCO Trust's own review of claims that it receives from asbestos claimants. Payment of invalid or fraudulent claimsviolates the NARCO Trust's mandate and operates to the detriment of not only Honeywell—by forcing Honeywell tocontribute money for invalid claims submitted to the NARCO Trust—but also the holders of valid claims, whose paymentswill necessarily be delayed (without interest) because of certain distribution caps imposed on the NARCO Trust. Honeywell,therefore, has a very real and timely need to access the 2019 Exhibits and use them in furtherance of its efforts to ferret outinvalid or fraudulent asbestos claims. See the Motion, ¶¶ 9 and 10.

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Bankruptcy Code Section 107 granted them presumptive and unlimited access to the Rule 2019 Exhibits. Thus, the purpose ofthe Motion and Ford's joinder was not simply to investigate fraudulent claims. There may really be no scope to the purpose foraccess and, indeed, the order accompanying the Motion makes it clear that Honeywell and Ford do not believe that a properpurpose must be stated. The order provides for “any entity” to have access. Honeywell and Ford also spoke at oral argumentabout using the Rule 2019 Exhibits for lobbying purposes. They did not, however, provide any specifics of what the lobbyingefforts would entail. Honeywell and Ford are correct that in other and different cases, Bankruptcy Code Section 107 provides unlimited public accessto papers filed in a bankruptcy case. Section 107 says just that and courts have interpreted Section 107 in just that way. See,e.g., In re Gitto Global Corp., 422 F.3d 1, 7 (1st Cir. 2005); In re Blake, 452 B.R. 1, 8 (Bankr. D. Mass. 2011). There are, however, limits to access to the Rule 2019 Exhibits and the District Court has set the limits which Honeywell and Fordwould have the Court ignore but which bind the Court. In In re Motions for Access of Garlock Sealing Techs. LLC, 488 B.R. 281(D. Del. 2013), the District Court reversed the Bankruptcy Court, finding that the Rule 2019 Exhibits are judicial records, id. at297, and “there is a presumptive right of public access to them.” Id. at 298. The District Court further held that “the presumptionof access has not been rebutted.” Id. The District Court found that “Garlock's intended use of such information at an estimationproceeding in its own bankruptcy is a proper purpose.” Id. at 300. Having found a proper purpose, the District Court did notdeem it necessary to decide if Garlock's other stated purposes, i.e., pursuit of an action, lobbying and legislative reform efforts,were necessary. The District Court held that the balancing of the factors for and against access is a matter of discretion. TheDistrict Court took into account the fact that the asbestos claimants, even if they did not submit claims, retained attorneys andthat the information in the Rule 2019 Exhibits is similar to that which would appear in a complaint in asbestos litigation. Id. at 301. The District Court also acknowledged that the “privacy interests of the individuals identified in the Rule 2019 Exhibitsweigh against disclosure,” but found that the strict limits the court imposed as well as *235 the potential efficiency that wouldbenefit the Garlock bankruptcy proceedings outweighed this concern. Id. at 300–01. The District Court was ultimately persuaded in favor of access by the fact that restrictions would be placed on access to the Rule2019 Exhibits. Thus, the District Court exercised its discretion to grant access solely for use in Garlock's estimation proceedings. The District Court alternatively held that access could be granted on the basis that the Rule 2019 Orders operated asconfidentiality orders, and the motion for access operated as a motion to modify. Garlock Sealing, 488 B.R. at 299. Followingthis reasoning, the decision analyzed the purpose of Garlock's request for access using the factors and balancing test describedin Pansy v. Borough of Stroudsburg, 23 F.3d 772, 786 (3d Cir. 1994) (remanding newspaper's motion to modify a confidentialityorder on the basis that the lower court did not properly balance the competing public and privacy interests). Under the standard laid out in Pansy, “[t]he party seeking to modify the order of confidentiality must come forward with areason to modify the order. Once that is done, the court should then balance the interests, including the reliance by the originalparties to the order, to determine whether good cause still exists for the order.” Garlock Sealing, 488 B.R. at 300 (quotingPansy, 23 F.3d at 790). Using this analysis, the District Court found that there was good cause to modify the Rule 2019 Orders because Garlock soughtaccess in connection with the estimation proceedings in its own bankruptcy case. Id. at 300 (allowing use of the Rule 2019Exhibits for use in proceedings to determining aggregate liability for asbestos claims). The District Court noted that this purposewas consistent with the public policy of sharing information among litigants to promote fairness and efficiency. The DistrictCourt stated: [H]aving considered the Pansy factors, and affording them each the weight appropriate under thecircumstances presented here, the Court concludes that ... Garlock has demonstrated good cause for

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to restrictions.... Id. at 301. The District Court made clear that this grant of access was “subject to certain limitations, limitations that are intendedto substantially reduce any threat to privacy interests.” Id. If the District Court had ended its opinion with the ruling in favor of Garlock, Honeywell and Ford would be correct and wouldbe entitled to the unfettered access to and the use of the Rule 2019 Exhibits. But, the District Court's opinion did not stopwith granting Garlock access. Importantly, the District Court found “it appropriate to impose certain limitations on Garlock'saccess to and use of the 2019 Exhibits .... Garlock is to be provided access to the 2019 Exhibits solely for the purpose of usingthem in connection with the estimation proceedings in its own bankruptcy case. Garlock may not publicly disclose information3 contained in the 2019 Exhibits except in an aggregate format that does not identify any individual.” Id. at 302. The DistrictCourt also entered an implementing order which provided, in part, that: 2. This Order authorizes Garlock to use such 2019 Exhibits solely in connection with the estimation proceedings in Garlock's*236 chapter 11 bankruptcy cases ... and neither the 2019 Exhibits nor the information contained therein may be used forany other purpose. 3. Garlock shall not disclose publicly the information contained in any 2019 Exhibit except in an aggregate format that doesnot identify any individual represented person. Order Implementing Opinion and Order Reversing Bankruptcy Court Orders and Granting Garlock Sealing Technologies LLCAccess to 2019 Exhibits, dated March 14, 2013 (District Court D.I. 67). Thereafter, and on the heels of the District Court's ruling, the Bankruptcy Court established a protocol for production of the 4 Rule 2019 Exhibits. The protocol calls for a referee or “special master” to review documents before they are produced tothe accessing party. In the case of Garlock, the special master was tasked with inspecting each file identified by the third partyvendor as responsive to the order “to determine whether it is a document to which Garlock has been granted access.” ProtocolOrder ¶ 33. D.I. 30490. Garlock was permitted to inspect and copy the Rule 2019 Exhibits, yet it could only use them inconnection with the estimation proceedings in its own bankruptcy case. Garlock was instructed not to share any copies of the contents of the production, and the Protocol Order included instructions todestroy materials after the court-approved purpose was carried out. Id. at ¶ 44(d). The Protocol Order also provided that within30 days after the final confirmation of Garlock's chapter 11 plan, Garlock was required to file with the Bankruptcy Court asworn affidavit by its counsel providing that: (a) the Rule 2019 Exhibits were used solely for the purpose of the bankruptcyproceeding; (b) the Rule 2019 Exhibits were not shared (in whole or in part) with any person or entity other than those expresslyauthorized by court order; (c) the identity of any individual would not be publicly disclosed absent court order, and (d) all copiesof the Rule 2019 Exhibits were retrieved, collected and permanently destroyed. Protocol Order ¶ 44. The Bankruptcy Court'sinstructions were consistent with the District Court's ruling which provided that Garlock was to use the Rule 2019 Exhibitssolely in the estimation proceeding. As noted, Honeywell wants access to the Rule 2019 Exhibits, as well as to retain the information indefinitely, to “ferret outinvalid or fraudulent asbestos claims”. Motion, ¶ 10. What came across in oral argument is that an important purpose for bothHoneywell and Ford in seeking the Rule 2019 Exhibits is to aid in their lobbying efforts. Both Honeywell and Ford neglectedto give more specific information than this, such as with whom it would share the information, a time frame for use of theinformation, and how the Rule 2019 Exhibits would be useful.

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5 records. See Garlock Sealing, 488 B.R. at 297, Pittsburgh Corning, 2005 WL 6128987, at *9 (W.D.Pa. Sept. 27, 2005). *237 Notwithstanding the presumption, a court retains the authority to seal documents “when justice so requires.” See GarlockSealing, 488 B.R. at 299–300 (citing LEAP Sys., Inc. v. MoneyTrax, Inc., 638 F.3d 216 (3d Cir. 2011)) (affirming the districtcourt's order sealing portions of transcript memorializing terms of settlement agreements). The nature of the informationcontained in the Rule 2019 Exhibits, while not enough to automatically rebut the presumption, does call for judicial discretionin considering a grant of access. See Garlock Sealing, 488 B.R. at 299 (granting limited access to the Rule 2019 Exhibits solelyfor use in estimation proceedings). The Court is very much guided by District Court's ruling in Garlock Sealing. Yet, it is difficult to properly exercise its discretionin order to follow the course outlined by the District Court. Honeywell and Ford have not provided enough information regardingthe proposed use of the Rule 2019 Exhibits. The Court takes notice of the fact that the District Court did not provide for Garlock'ssimilarly vague proposed use of the records for “lobbying.” Id. at 300 (declining to authorize Garlock's other stated purposeof a RICO action against asbestos plaintiffs' counsel, as well as lobbying and legislative reform efforts were proper purposes). Honeywell argues that the information in the Rule 2019 Exhibits is the same that would appear in a complaint in state courttort litigation for asbestos exposure. This argument was not dispositive in Garlock Sealing, and it similarly falls short here. Garlock Sealing, 488 B.R. at 301. A threshold consideration is whether the movants have stated a proper purpose. See Garlock Sealing, 488 B.R. at 299. UnderPansy, in order to modify a protective order, the moving party “must come forward with a reason to modify the order.” Id. at300. At this point, “the court should then balance the interests, including the reliance by the original parties to the order, todetermine whether good cause still exists for the order.” Honeywell and Ford both seek limitless access from this Court for use outside judicial proceedings. There is no precedentfor this. In the Third Circuit, access to court records has been denied where court files could potentially become a vehicle forimproper purposes. In re Cendant Corp., 260 F.3d at 194, Leap Systems v. MoneyTrax, Inc., 638 F.3d 216, 221 (3d Cir. 2011). The Court could not find any Third Circuit case law holding or otherwise considering whether lobbying is a proper purposeunder Rule 2019. Accordingly, the Court will limit Honeywell's and Ford's use of the Rule 2019 Exhibits. They may not be used for “lobbyingefforts.” Honeywell and Ford may use the Rule 2019 Exhibits to investigate fraud in the claims process and may share theinformation with the NARCO Trust in an aggregate format. In other words, Honeywell and Ford may not share the identityof individuals by name or other identifying means with the NARCO Trust. Honeywell and Ford are granted three months tocomplete their work and must comply with the Protocol Order which requires the destruction of the Rule 2019 Exhibits at theconclusion of the work. Honeywell's and Ford's efforts will be at their expense. In addition, the Court will appoint a party tooversee the production of the Rule 2019 Exhibits. Given Honeywell's opposition to the appointment of the person who theNARCO TAC suggested, the parties are directed to confer and submit a name or names to the Court. Honeywell and Ford willbear the cost of the person who the Court names. An Order accompanies this Opinion. All Citations 560 B.R. 229, 76 Collier Bankr.Cas.2d 1224, 63 Bankr.Ct.Dec. 111

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Footnotes 1 The NARCO TAC is a committee of lawyers, which represents all holders of asbestos claims in the NARCO casepending before the Bankruptcy Court for the Western District of Pennsylvania. The parties that have joined the objectionare: The ACandS, Inc. Asbestos Settlement Trust Advisory Committee (“TAC”), Armstrong World Industries, Inc. Asbestos Personal Injury TAC, The Flinkote Company Asbestos Personal Injury TAC, Kaiser Aluminum & ChemicalCorporation Asbestos Personal Injury TAC, Owens Corning/Fibreboard Asbestos Personal Injury TAC, United StatesGypsum Asbestos Personal Injury TAC, United States Mineral Products Company Asbestos Personal Injury TAC, andWRG Asbestos Personal Injury TAC [D.I. 32739]; Motley Rice LLC [D.I. 32740]; Future Claimants' Representativefor The Flinkote Asbestos Trust [D.I. 32741]; Simmons Hanly Conroy LLC [D.I. 32742]; NARCO Future Claimant'sRepresentative for the North American Refractories Company Asbestos Personal Injury TAC [D.I. 32743]; Waters Kraus& Paul [D.I. 32744]; Lipsitz & Ponterio, LLC [D.I. 32745]; Ashcraft & Gerel, LLP [D.I. 3770]; and Armstrong WorldIndustries, Inc. [D.I. 10834]. 2 The NARCO Trust was created in the North American Refractories Company bankruptcy case as the Personal InjurySettlement Trust. 3 The District Court also observed that Garlock was not seeking retention agreements between the lawyers and potentialclients. The same is true for Honeywell and Ford. 4 Order Establishing the Protocol for Production of 2019 Exhibits, In re W.R. Grace & Co., Case No. 01–01139 (Bankr. D. Del. April. 9, 2013) (D.I. 30490) (“Protocol Order”). 5 Honeywell and Ford also argue that they have a common law right of access to the Rule 2019 Exhibits. They cite, amongother cases, Publicker Indus., Inc. v. Cohen, 733 F.2d 1059, 1068–70 (3d Cir. 1984); and In re Cendant Corp., 260 F.3d183, 192 (3d Cir. 2001). However, the District Court has already established that the Rule 2019 Exhibits are the kindentitled to protection (id. at 194) and therefore the common law does not affect the Court's ruling. End of Document © 2021 Thomson Reuters. No claim to original U.S. Government Works.

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EXHIBIT D

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: Pittsburgh Corning Corporation, Bankruptcy No. 00-22876-JKF Debtor(s) Chapter 11 Related to Doc. No. 9260 In re: North American Refractories Bankruptcy No. 02-20198-JKF Company, et al. Chapter 11 Debtor(s) Related to Doc. No. 7835 In re: Mid-Valley, Inc., et al. and Bankruptcy No. 03-35592-JKF (CLOSED) DII Industries LLC Chapter 11 Debtor(s) Related to Doc. No. 2839 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT DELAWARE In Re: Owens Corning, et al., Bankruptcy No. 00-3837-JKF (CLOSED) Debtor(s) Chapter 11 Related to Doc. No. 21068 W.R. Grace & Co., et al. Bankruptcy No. 01-1139-JKF Debtor(s) Chapter 11 Related to Doc. No. 30404 USG Corporation, et al., Bankruptcy No. 01-2094-JKF (CLOSED) Debtor(s) Chapter 11 Related to Doc. No. 12682 United States Mineral Products Company, Bankruptcy No. 01-2471-JKF (CLOSED) et al. Chapter 11 Debtor(s) Related to Doc. No. 3989 Kaiser Aluminum Corporation, et al. Bankruptcy No. 02-10429-JKF Debtor(s) Chapter 11 Related to Doc. No. The Flintkote Company Bankruptcy No. 04-11300-JKF Debtor(s) Chapter 11 Related to Doc. No. 7436

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Related to Doc. No. 10782 ACandS, Inc., et al. Bankruptcy No. 02-12687-JKF (CLOSED) Debtor(s) Chapter 11 Related to Doc. No. 3721 Combustion Engineering, Inc. Bankruptcy No. 03-10495-JKF (CLOSED) Debtor(s) Chapter 11 Related to Doc. No. 3476 ORDER ESTABLISHING THE PROTOCOL FOR PRODUCTION OF 2019 EXHIBITS This Protocol establishes the process by which the United States Bankruptcy Court for the Western District of Pennsylvania (“PAWB”) and the United States Bankruptcy Court for the District of Delaware (“DEB”) shall produce exhibits filed pursuant to Fed. R. Bank. P. 2019 in the above-captioned cases (the “2019 Exhibits”) to Garlock Sealing Technologies LLC (“Garlock”) in compliance with recent opinions and orders entered by United States District Court for the Western District of Pennsylvania (“WDPA”) and the United States District Court for the District of Delaware (“DOD”). This Protocol includes the designation of an attorney from WDPA’s Special Masters Panel to undertake the production of the 2019 Exhibits to Garlock.1 For the benefit of the Special Master, the PAWB Clerk’s Office, the DEB Clerk’s Office, and Garlock, a brief summary of the procedural background is set forth in Part A; restrictions on Garlock’s access to and use of the 2019 Exhibits are identified in Part B; information about the format, volume and content of the 2019 Exhibits is provided in Part C; and instructions to be followed by the Special Master (and copying vendors) are set forth in Part D. Instructions for Garlock to be followed at the conclusion of its pending proceedings in the United States Bankruptcy Court for the Western District of North Carolina (the “NCWB Proceedings”),2 are set forth in Part E.                                                              1 On November 16, 2010, WDPA established by Standing Order filed at Miscellaneous No. 10-324, a list of attorneys with expertise in electronic discovery to serve as Special Masters. Pursuant to that Order, WDPA maintains a list of qualified Special Masters (“the “WDPA Special Masters Panel”) on its website. On March 30, 2011, WDPA established by Standing Order filed at Miscellaneous No. 11-94, that the WDPA Special Masters Panel “shall be available for use in any bankruptcy case, matter or proceeding in which the presiding bankruptcy judge determines that a Special Master would assist the bankruptcy court in handling motions or requests involving electronic discovery.”  2 In 2010, Garlock filed for chapter 11 bankruptcy protection in NCWB, where its pending cases are jointly administered at In re Garlock Sealing Technology LLC, Bankr. Case No. 10-31607 (Bankr. W.D.N.C.). 

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1. A trial is scheduled in the NCWB Proceedings for the purpose of estimating Garlock’s liability for mesothelioma claims (the “Liability Estimation”). 2. Premised on obtaining information for use in its Liability Estimation, Garlock filed motions in the twelve above-captioned cases seeking access to the 2019 Exhibits.3 3. On October 7, 2011, orders were entered in DEB (the “DEB Orders”)4 and in PAWB (the “PAWB Orders”)5 denying Garlock’s motions seeking access to the 2019 Exhibits. 4. On October 12, 2011, Garlock appealed the DEB Orders to DOD6 and the PAWB Orders to WDPA.7 5. On June 21, 2012, the WDPA appeals were stayed pending the disposition of the DOD appeals.8 6. On March 1, 2013, DOD entered an Opinion and Order (the “DOD Opinion & Order”)9 granting Garlock access to the 2019 Exhibits filed in the nine DEB cases, subject to certain restrictions set forth in Part B, below.                                                              3 In re Owens Corning, et al. (“Owens Corning”), Bankr. Case No. 00-3837-JKF at dkt. no. 20954 (Bankr. D. Del.); In re W.R. Grace & Co., et al. (“W.R. Grace”), Bankr. Case No. 01-1139-JKF at dkt. no. 26053 (Bankr. D. Del); In re USG Corporation, et al. (“USG”), Bankr. Case. No. 01-2094-JKF at dkt. no. 12596 (Bankr. D. Del); In re United States Mineral Products Co. d/b/a Isoletek Int’l (“US Mineral Products”), Bankr. Case. No. 01-2471-JKF at dkt. no. 3878 (Bankr. D. Del.); In re Kaiser Aluminum Corporation, et al. (“Kaiser”), Bankr. Case. No. 02-10429-JKF at dkt. no. 10009 (Bankr. D. Del.); In re The Flintkote Co. (“Flintkote”), Bankr. Case. No. 04-11300-JKF at dkt. no. 5606 (Bankr. D. Del.); In re Armstrong World Industries, Inc. (“Armstrong”), Bankr. Case. No. 00-4471-JKF at dkt. no. 10698 (Bankr. D. Del); In re AC and S, Inc. (“ACandS”), Bankr. Case No. 02-12687-JKF at dkt. no. 3639 (Bankr. D. Del.); In re Combustion Engineering, Inc. (“CE”), Bankr. Case No. 03-10495-JKF at dkt no. 3380 (Bankr. D. Del); In re Pittsburgh Corning Corporation (“Pittsburgh Corning”), Bankr.Case No.00-22876-JKF at dkt. no.8162 (Bankr. W.D.P.A.); In re North American Refractories Company (“NARCO”), Bankr. Case No. 02-20198-JKF at dkt. no. 6998 (Bankr. W.D.P.A); In re Mid-Valley, Inc., et al. and DII Industries LLC, (“Mid-Valley”), Bankr. Case No. 03-35592-JKF at dkt. no. 2792 (Bankr. W.D.P.A.).  4 Owens, at dkt. no. 21027; Grace, at dkt. no.27737; USG, at dkt. no. 12652; USMP, at dkt. no. 3934; Kaiser, at dkt. no. 10166; Flintkote, at dkt. no. 6244; Armstrong, at dkt. no. 10757X; ACandS, at dkt. no. 3697; and CE, at dkt. no. 3437.  5 Pittsburgh Corning, at dkt. no. 8488; NARC, at dokt. no. 7246; and Mid-Valley, at dokt. no. 2817.  6 In re Motions for Access of Garlock Sealing Technology LLC (“In re Garlock I”), consolidated at Civil A. No. 11-1130 (D. Del.).  7 In re Motions for Access of Garlock Sealing Technology LLC (“In re Garlock II”) Civil A. Nos. 11-1406, 11-1439, 11-1452 (W.D.P.A.)  8 In re Garlock II, 11-1406 at dkt no. 27, 11-1439 at dkt. no.21, 11-1452 at dkt. no.26.  9 In re Garlock I, at dkt nos. 64, 65. 

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Opinion as WDPA’s Opinion and granting Garlock access to the 2019 Exhibits filed in the three PAWB cases, subject to certain restrictions set forth in Part B, below. 8. On March 21, 2013, PAWB provided Garlock with docket activity reports identifying the 2019 Exhibits filed in each of the three PAWB cases (the “PAWB 2019 Exhibit Reports”). 9. On March 22, 2013, DEB provided Garlock with docket activity reports identifying the 2019 Exhibits filed in each of the nine DEB cases (the “DEB 2019 Exhibit Reports”). 10. On March 28, 2013, NCWB issued an Order Governing Use and Confidentiality of Certain Exhibits to Rule 2019 Statements from Other Bankruptcy Cases (the “NCWB Protective Order”).11 The NCWB Protective Order, including the exhibits thereto, is attached to this Protocol as Exhibit A. B. Restrictions on Garlock’s Access To and Use Of the 2019 Exhibits 11. Both the DOD Opinion & Order and the WDPA Order impose restrictions on Garlock’s access to and use of the 2019 Exhibits. 12. The DOD Opinion & Order states that “Garlock is not seeking retention agreements between lawyers and potential claimants and Garlock shall not be granted access to such agreements.”12 Likewise, the WDPA Order states that Garlock is permitted to inspect and copy any 2019 Exhibit, “with the exception of Retention Agreements, including any exemplars thereof.”13 Thus, Garlock may not access retention agreements, exemplars or their equivalents (individually and collectively, the “Excluded Documents”). 13. The DOD Opinion & Order states that “Garlock is to be provided access to the 2019 Exhibits solely for the purpose of using them in connection with the estimation proceedings in its own bankruptcy case.”14 Likewise, the WDPA Order “authorizes Garlock to use such 2019 Exhibits solely in connection with the estimation proceedings in Garlock’s chapter 11 bankruptcy cases pending in the North Carolina Bankruptcy Court, and neither the 2019 Exhibits nor the information contained therein may be used for any other purpose.”15 Thus, Garlock may not use the 2019 Exhibits or their contents for any purpose other than the Liability Estimation in the NCWB Proceedings.                                                              10 In re Garlock II, 11-1406 at dkt no. 33, 11-1439 at dkt. no.25, 11-1452 at dkt. no.30. 11 In re Garlock Sealing Technology LLC, at dkt.no. 2807. 12 In re Garlock I, 11-1406 at dkt no. 64, p.31 (emphasis added). 13 In re Garlock II, 11-1406 at dkt no. 33, 11-1439 at dkt. no.25, 11-1452 at dkt. no.30, paragraph 2 (emphasis added). 14 In re Garlock I, 11-1406 at dkt no. 64, p.31 (emphasis added). 15 In re Garlock II, 11-1406 at dkt no. 33, 11-1439 at dkt. no.25, 11-1452 at dkt. no.30, paragraph 3 (emphasis added). 

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Likewise, the WDPA Order states that “Garlock shall not disclose publicly the information contained in any 2019 Exhibit except in an aggregate format that does not identify any individual represented person.”17 Thus, Garlock may not disclose the identity of any individual listed in any of the 2019 Exhibits. C. The Format, Volume and Content of the 2019 Exhibits 15. In October of 2004, when the claimants were ordered to file their 2019 Exhibits, the case management / electronic case filing system (the “CMECF System”) used by PAWB and DEB did not have a feature allowing the electronic filing of documents under seal. Consequently, claimants submitted their 2019 Exhibits by mailing compact discs (“CDs”) to PAWB and DEB. Upon receipt of the 2019 Exhibit mailings, PAWB’s and DEB’s Clerk’s Office inventoried and stored the CDs in locked cabinets. 16. The volume of mailings and corresponding CDs associated with the 2019 Exhibits requested by Garlock is substantial. Combined, the PAWB and DEB 2019 Exhibit Reports are over 680 pages, identifying more than 3,300 individual 2019 Exhibits. 17. Six of the DEB cases are closed,18 and many of the 2019 Exhibits were sent by DEB to the off-site National Records Center. 18. The PAWB Clerk’s Office reviewed a sample of the CDs filed in the PAWB cases, and confirmed that the CDs contain 2019 Exhibits to which Garlock is granted access, and documents such as retention agreements, exemplars and their equivalents to which Garlock’s access is restricted (i.e., the CDs also contain the Excluded Documents identified in Part B, paragraph 12, above). 19. The PAWB Clerk’s Office review of the CD sample also confirmed that some of the 2019 Exhibits to which Garlock is granted access list the complete social security numbers of individuals, the disclosure of which is prohibited by Fed. R. Bankr. P. 9037(a). 20. The logistics of providing Garlock access to the 2019 Exhibits (the “2019 Exhibit Production”) is complicated by the fact that there are over 3,300 CDs, many of which contain Excluded Documents and personal identifiers. 21. Moreover, PAWB and DEB are operating at reduced staffing levels resulting from, inter alia, sequestration. Neither PAWB nor DEB has the staffing resources required to ensure that the 2019 Exhibit Production is screened of the Excluded Documents and unredacted personal identifiers in compliance with the DOD Opinion & Order, the WDPA Order and Fed. R. Bankr. P. 9037(a).                                                              16 In re Garlock I, 11-1406 at dkt no. 64, p.31 (emphasis added). 17 In re Garlock II, 11-1406 at dkt no. 33, 11-1439 at dkt. no.25, 11-1452 at dkt. no.30, paragraph 4 (emphasis added). 18 Owens, USG, USMP, Armstrong, ACandS, and CE. 

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D. Special Master Protocol for the 2019 Exhibit Production 23. Garlock shall review the WDPA Special Master Panel and, after consultation the parties to the DOD and PAWB appeals identified in paragraph 4, above, and by April 8, 2013, Garlock shall recommend a Pittsburgh-based Special Master to undertake the 2019 Exhibit Production. 24. Upon consideration of, but not bound by, Garlock’s recommendation, or in the absence of a recommendation by Garlock on or before April 8, 2013, the Court shall designate a Special Master to be responsible for the 2019 Exhibit Production in accordance with this Protocol. 25. Garlock shall identify a vendor to appear at PAWB and a vendor to appear at DEB (individually and collectively, the “Vendors”) for the purpose of copying the CDs and scanning and copying the paper documents contained in the 2019 Exhibit mailings, in accordance with this Protocol. 26. All costs, fees and expenses associated with the 2019 Exhibit Production shall be itemized by the Vendors and Special Master and paid for in full by Garlock. The costs incurred by DEB in retrieving and shipping 2019 Exhibits from and to the National Records Center shall be itemized by DEB’s Clerk’s Office and paid in full by Garlock. 27. PAWB and DEB shall provide the Vendors with a work area within each respective Clerk’s Office where the Vendors can undertake the copying and scanning of documents, on a rolling basis and at a volume agreed upon between the Vendors and respective Clerk’s Offices. PAWB’s and DEB’s Clerk shall create a log of the 2019 Exhibits as they are made available to, and then returned by, the Vendors. 28. PAWB and DEB shall make an external storage device (“ESD”) available in their respective work areas to serve as the initial destination of the files copied by the Vendors. 29. Each ESD will be organized under a main folder named “VENDOR TO SPECIAL MASTER.” The PAWB ESD will be further organized into three subfolders named for each of the three PAWB cases, respectively. The DEB ESD will be further organized into nine subfolders named for each of the nine DEB cases, respectively. For example, the PAWB ESD would be organized as follows: PAWB ESD DRIVE:  VENDOR TO SPECIAL MASTER  PGH 00-22876 Pittsburgh Corning  PGH 02-20198 NARCO  PGH 03-35592 Mid-Valley

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Report. For example, one subfolder in the DEB ESD under the “DEL 02-12687 ACandS” subfolder would be “1637.” The resulting organizational structure (file directory tree) on the ESD would be: DEB ESD DRIVE:  VENDOR TO SPECIAL MASTER  DEL 02-12687 ACandS  1637 In this example, the Vendor would copy the content of the 2019 Exhibit mailing corresponding with docket number 1637 in the ACandS case into the target folder \VENDOR TO SPECIAL MASTER\DEL 02-12687 ACandS\1637. 31. PAWB shall provide the Special Master with an ESD (the “SM ESD”) organized under three main folders named “VENDOR TO SPECIAL MASTER,” “PRODUCED TO GARLOCK,” and EXCLUDED FROM GARLOCK” as follows: SM ESD DRIVE:  VENDOR TO SPECIAL MASTER  PRODUCED TO GARLOCK  EXCLUDED FROM GARLOCK 32. Each of the main folders in the SM ESD shall be organized by twelve subfolders named for each of the twelve cases, respectively. Each case subfolder shall be further organized by subfolders named for the docket number as listed in the corresponding PAWB 2019 Exhibit Report or DEB 2019 Exhibit Report. 33. The Special Master shall inspect each file in the VENDOR TO SPECIAL MASTER folder to determine whether it is a document to which Garlock has been granted access or whether it is an Excluded Document. Each file will then be copied to the appropriate corresponding folder (PRODUCED TO GARLOCK or EXCLUDED FROM GARLOCK), depending on whether it is produced or excluded. 34. Prior to copying a file into a subfolder under the PRODUCED TO GARLOCK main folder, the Special Master shall review the file to ensure that the document does not list more than the last four digits of an individual’s social security number (a “Document Requiring Redaction” or “DRR”). If the Special Master encounters a DRR to which Garlock would otherwise have access, then the Special Master shall undertake the following steps:

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EXCLUDED FROM GARLOCK main folder, where it shall be renamed by adding the prefix “ORIG-”; (b) The original DRR file shall be copied from the VENDOR TO SPECIAL MASTER subfolder into the appropriate subfolder (the document number subfolder) in the PRODUCED TO GARLOCK main folder, where it shall be redacted19and then renamed by adding the prefix “RED”; (c) For example, suppose (hypothetically) that the Special Master reviews a file named “exhibitabc.xls” corresponding with docket number 1637 in the ACandS case, and discovers that is a DRR due to listing full social security numbers. The Special Master would copy the original file from the VENDOR TO SPECIAL MASTER subfolder to the corresponding EXCLUDED FROM GARLOCK subfolder and rename it as “ORIG-exhibitabc.xls.” Then the Special Master would copy the original file from the VENDOR TO SPECIAL MASTER subfolder to the corresponding PRODUCED TO GARLOCK, where it would be redacted and renamed as “RED-exhibitabc.xls.” The resulting organizational structure (file directory tree) on the ESD would be: SM ESD DRIVE:  VENDOR TO SPECIAL MASTER  DEL 02-12687 ACandS  1637  exhibitabc.xls  PRODUCED TO GARLOCK  DEL 02-12687 ACandS  1637  RED-exhibitabc.xls  EXCLUDED FROM GARLOCK  DEL 02-12687 ACandS  1637  ORIG-exhibitabc.xls 35. The PAWB and DEB Clerk’s Offices will coordinate the transfer of the files from the PAWB ESD and DEB ESD to the SM ESD. This Protocol allows for the Vendors to perform the copying at DEB and PAWB concurrently, and for the Special Master to perform the necessary review on a rolling basis.                                                              19 The PAWB Information Technology Staff can provide a social security number redaction formula and process for Microsoft Excel files upon the Special Master’s request.  

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used for logging any anomalies (defective discs, damaged files, etc.) that are encountered by the Vendors or Special Master while undertaking their respective duties (the “Production Incidents Log”). The Vendors shall confer with the Special Master and Garlock as to whether Garlock would prefer to omit the problematic Exhibits from the production rather than undertaking additional steps that may require an investment of additional time and money. Garlock’s decision shall be recorded in the Production Incidents Log. 37. On a rolling basis, at the conclusion of the Special Master’s review and sorting of an entire case’s exhibits, the Special Master shall prepare and clearly label one DVD for that bankruptcy case, onto which the organized contents of the corresponding SM ESD case folder under the PRODUCED TO GARLOCK main folder shall be copied. 38. On a rolling basis, the Special Master shall deliver the resulting individually labeled DVD of PRODUCED TO GARLOCK content to Garlock, and copy PAWB’s Clerk and DEB’s Clerk on the transmittal letter. 39. PAWB shall retain the PAWB ESD and SM ESD for its records. DEB shall retain the DEB ESD for its records. E. Instructions to Garlock Regarding the 2019 Exhibit Production 40. The NCWB Protective Order identifies parties in the NCWB Proceeding to whom Garlock shall provide copies of the 2019 Exhibit Production (the “Receiving Estimation Parties”).20 41. The NCWB Protective Order identifies restrictions on the Receiving Estimation Parties’ use of the 2019 Exhibit Production. The restrictions imposed by this Protocol shall be construed as complementary to the restrictions imposed by the NCWB Protective Order. Where there is a perceived conflict between the restrictions and/or limitations imposed by the NCWB Protective Order and this Protocol, the more restrictive and/or limiting provision shall govern. 42. The NCWB Protective Order provides that “nothing in this Order shall interfere with any additional requirements or shorter timeframe for the return or destruction [of the 2019 Exhibits] set forth by the Bankruptcy Courts for the Western District of Pennsylvania and Delaware in any protocol or order that those Courts may enter.”21 43. Prior to providing any copy of the 2019 Exhibit to a Receiving Estimation Party or any other person or entity authorized by NCWB, Garlock shall obtain and file in each of the above-captioned cases, an affidavit setting forth that the recipient understands and agrees to be bound by the NCWB Protective Order and this Protocol, including the return and destruction requirements set forth in paragraph 44, below.                                                              20 In re Garlock Sealing Technology LLC, at dkt.no. 2807, paragraph 5.  21 Id., at paragraph 19 (emphasis added).

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authorized by NCWB to receive copies of the 2019 Exhibit Production, individually shall file with NCWB and each of the above-captioned cases, a sworn affidavit by its counsel expressly attesting that the recipient and its employees, agents, experts and any other person or related entity: (a) Used the 2019 Exhibits solely for the purpose of the NCWB Proceeding; (b) Did not share or distribute any of the 2019 Exhibits (in whole or in part) with any person or entity other than what was expressly authorized by an Order of NCWB, DEB or PAWB; (c) Did not and will not publicly disclose the identity of any individual listed in any of the 2019 Exhibits other than what was expressly authorized by an Order of NCWB, DEB or PAWB; and (d) Retrieved, collected and permanently destroyed all copies of the 2019 Exhibit Production, including any and all subparts or subsets, regardless of whether any or all of the 2019 Exhibit data was merged with any other data. F. Jurisdiction 45. The United States Bankruptcy Court for the Western District of Pennsylvania and the United States Bankruptcy Court for the District of Delaware retain jurisdiction to adjudicate any disputes that arise pursuant to this Protocol, including but not limited to document production, document exclusion, fees, costs, and expenses. IT IS HEREBY ORDERED that the foregoing Protocol shall be effective as of April 5, 2013. Any requests to deviate from this Protocol shall be made by way of motion to the Court. __________________________ Judith K. Fitzgerald United States Bankruptcy Judge Date: April (cid:28), 2013

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Mar 28 2013 Clerk, U.S. Bankruptcy Court Western District of North Carolina _____________________________ George R. Hodges United States Bankruptcy Judge UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA Charlotte Division ) IN RE: ) Chapter 11 ) GARLOCK SEALING TECHNOLOGIES ) Case No. 10-31607 LLC, et al. ) ) Debtors.1 ) Jointly Administered ) ORDER GOVERNING USE AND CONFIDENTIALITY OF CERTAIN EXHIBITS TO RULE 2019 STATEMENTS FROM OTHER BANKRUPTCY CASES This matter came before the Court on Debtors’ Motion for Order Governing Use and Confidentiality of Certain Exhibits to Rule 2019 Statements from Other Bankruptcy Cases (Docket No. 2779) (hereinafter, the “Motion”). Based upon a review of the Motion and the Opinion dated March 1, 2013 of the Honorable Leonard P. Stark in In re Motions for Access of Garlock Sealing Technologies LLC, Civ. No. 11-1130-LPS (D. Del.), the Order Implementing Opinion and Order Reversing Bankruptcy Court Orders and Granting Garlock Sealing Technologies LLC Access to 2019 Exhibits, In re Motions for Access of Garlock Sealing Technologies LLC, No. 11-1130 (D. Del. Mar. 14, 2013) [Dkt. No. 67], the Order of the Court Resolving Appeals, In re Pittsburgh Corning Corp., No. 11-1406 (W.D. Pa. Mar. 19, 2013) [Dkt. 1 The Debtors in these jointly administered cases are Garlock Sealing Technologies LLC, Garrison Litigation Management Group, Ltd., and The Anchor Packing Company.

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No. 33], the Order of Court Resolving Appeals, In re Mid-Valley, Inc., No. 11-1439 (W.D. Pa. Mar. 19, 2013) [Dkt. No. 25], and the Order of Court Resolving Appeals, In re N. Am. Refractories Co., No. 11-1452 (W.D. Pa. Mar. 19, 2013) [Dkt. No. 30] (together, the “Opinion and Orders”), and the submissions and agreement of the parties, the Court hereby ORDERS, ADJUDGES, AND DECREES that: 1. This Court has jurisdiction over the Motion pursuant to 28 U.S.C. §§ 157 and 1334. The Motion is a core proceeding pursuant to 28 U.S.C. § 157. 2. The Motion is GRANTED on the terms and conditions set forth in this Order. 3. The subjects of this Order are exhibits to statements filed by law firms pursuant to Federal Rule of Bankruptcy Procedure 2019—which exhibits were not placed on the electronic docket—to which Debtors will obtain access pursuant to the Opinion and Orders (hereinafter, “2019 Exhibits”).2 Law firms filing such 2019 Exhibits are hereinafter referred to as “2019 Filing Firms.” 4. This Order and the term “2019 Exhibits” do not apply to exhibits to statements filed by law firms pursuant to Federal Rule of Bankruptcy Procedure 2019 where such exhibits were placed on electronic dockets and that members of the public may access without the need for filing a motion, and nothing in this Order shall impose any restriction on the use by Debtors or any other parties of such exhibits to Rule 2019 statements, or impose any confidentiality restriction on such exhibits. 5. Debtors shall provide copies of all 2019 Exhibits promptly after they obtain them to respective counsel for the Official Committee of Asbestos Personal Injury Claimants (the 2 The appeals pending in the Western District of Pennsylvania are Garlock Sealing Technologies, LLC v. Pittsburgh Corning Corp. (In re Pittsburgh Corning Corp.), No. 11-1406; Garlock Sealing Technologies, LLC v. Mid-Valley, Inc. (In re Mid-Valley, Inc.), No. 11-1439; and Garlock Sealing Technologies, LLC v. North American Refractories,et al. (In re North American Refractories Co.), No. 11-1452.

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“Committee”), and the Future Claimants’ Representative (the “FCR”) (together with the Debtors, the “Receiving Estimation Parties”). 6. No 2019 Exhibits shall be disseminated or disclosed, whether in written or electronic form, to any person other than (i) the Receiving Estimation Parties; (ii) Coltec Industries, Inc. (iii) any entity that becomes a party to the Estimation Proceeding by way of intervention pursuant to an order of the Bankruptcy Court (each, an “Intervenor”); (iv) any lawyer rendering legal services or providing legal advice with respect to the estimation of Debtors’ aggregate liability for asbestos-related personal injury and wrongful death claims pursuant to the Order for Estimation of Mesothelioma Claims (Docket No. 2102 ) (the “Estimation Proceeding”) to any Receiving Estimation Party, Coltec Industries, Inc., or Intervenor, and each employee, agent, and representative of the law firm employing such lawyer who is personally involved in rendering services in connection with the Estimation Proceeding; (v) any Receiving Estimation Party, Coltec Industries, Inc., or Intervenor’s consulting or testifying experts, and members of their staffs, who are personally involved in rendering services to an Receiving Estimation Party or Intervenor in connection with the Estimation Proceeding; (vi) any person who testifies at a deposition or hearing in connection with the Estimation Proceeding, and for whose examination or cross-examination reference to a 2019 Exhibit is relevant; (vii) third-party service companies providing outside photocopying, graphic production services, or litigation support services in connection with the Estimation Proceeding; (viii) the Court, including secretaries, judicial assistants, law clerks, and other clerical staff; and (ix) court reporters, stenographers, or videographers who record deposition or other testimony in connection with the Estimation Proceeding; provided, however, that the right of access to 2019

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Exhibits hereby conferred on the foregoing persons is subject to the conditions precedent set forth in paragraph 7 immediately below. 7. Any person exercising a right of access to 2019 Exhibits granted by this Order shall thereby consent, and be deemed to consent, to be bound by this Order, as well as to be bound to the Opinion and Orders to the same extent as Garlock, and shall thereby submit, and be deemed to submit, to the jurisdiction and venue of this Court for any dispute pertaining to the interpretation or enforcement of this Order, and to the jurisdiction and venue of the District Courts of Delaware and the Western District of Pennsylvania for any dispute pertaining to the interpretation or enforcement of the Opinion and Orders. Without limitation of the generality of the foregoing sentence, as a condition of the right of access to 2019 Exhibits conferred by paragraph 6 above, every entity described in subparts (ii) through (vii) of paragraph 6 shall execute an Acknowledgement of Order and Agreement to Be Bound in the form annexed to this Order as Exhibit 1 or Exhibit 2. Exhibit 1 shall be executed on the part of corporations, partnerships, companies, or firms whose employees, representatives, or agents will receive access to 2019 Exhibits in the performance of the firm’s duties with respect to the Estimation Proceeding. Exhibit 2 shall be signed in an individual capacity by individuals (such as witnesses or self-employed experts) who receive a right of access to 2019 Exhibits under paragraph 6 above in their individual capacities, rather than as employees, agents, or representatives of a firm. 8. Any Intervenor shall be deemed subject to all of the obligations and restrictions applicable to the Receiving Estimation Parties under this Order and the Opinion and Orders. Any Intervenor shall have access to the 2019 Exhibits only to the extent specified by the Bankruptcy

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Court and subject to such terms and conditions as the Bankruptcy Court may impose by further order. 9. 2019 Exhibits shall be confidential and treated as such without need of any special designation. Any entity granted access to 2019 Exhibits as provided in this Order must maintain the confidentiality of the same in a manner consistent with the obligations and restrictions imposed herein. 10. All 2019 Filing Firms, Receiving Estimation Parties, Intervenors and Coltec Industries, Inc. shall have standing to enforce the protections afforded to 2019 Exhibits by this Order. 11. As a precautionary measure, but not as a precondition to protection, counsel for any party offering any 2019 Exhibit into evidence in connection with the Estimation Proceeding shall stamp such 2019 Exhibit with the following legend: “CONFIDENTIAL—SUBJECT TO PROTECTIVE ORDER.” 12. Any entity that receives access to 2019 Exhibits as provided in this Order shall provide for physical, managerial and electronic security thereof such that 2019 Exhibits are reasonably maintained and secured, ensuring that they are safe from unauthorized access or use during utilization, transmission and storage. Should any unauthorized breach of the confidentiality of 2019 Exhibits occur, the entity whose agents or representatives were involved in the breach shall notify the Receiving Estimation Parties, Coltec Industries, Inc., and any Intervenor, as well as any 2019 Filing Firms to which the subject information pertains, as soon as reasonably practicable, but not later than two (2) business days after such entity first becomes aware of such breach.

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13. Neither 2019 Exhibits, nor any analyses, conclusions, summaries, excerpts, redacted copies derived therefrom, nor any knowledge obtained therefrom, shall be used for any purpose other than the Estimation Proceeding. 14. Neither 2019 Exhibits nor any analyses, conclusions, summaries, excerpts, or redacted copies derived therefrom may be (a) publicly disclosed except in the aggregate and pursuant to this Order, (b) used as a disclosed or undisclosed source in any article, study, research, editorial, publication or scholarly work, or (c) incorporated into or merged with any preexisting database that is to be used or maintained for any purpose other than the Estimation Proceeding. 15. To the extent 2019 Exhibits are maintained in or converted to electronic form, they must be maintained in a separate file, database, or physical storage medium. If 2019 Exhibits maintained or converted to electronic form are incorporated into or merged with any preexisting electronic information or database (a “Merged Database”), the Merged Database must itself be treated as confidential to the same extent as the underlying 2019 Exhibits themselves, shall be maintained in a separate file, database, or physical storage medium, and shall be subject to the same use restrictions that this Order imposes on the 2019 Exhibits themselves. 16. Nothing in this Order shall restrict any person’s right to make lawful use of: a. any discrete data set or materials that came into the possession of such person lawfully, free of any confidentiality obligation, and independently of the Opinion and Orders; b. any exhibit or other document that is placed on the public record in the Estimation Proceeding in conformity with the restrictions set forth in paragraph 17 below, or

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any data or material that is or becomes publicly available other than by a breach of this Order or of the Opinion and Orders; or c. any discrete data set or materials developed by or on behalf of such person independently of any 2019 Exhibits. 17. In the event that, in the course of the Estimation Proceeding, any Receiving Estimation Party, Coltec Industries, Inc., or Intervenor intends to offer into evidence or otherwise use 2019 Exhibits in connection with testimony or filings in the Bankruptcy Court, or any reviewing court, such Receiving Estimation Party, Coltec Industries, Inc., or Intervenor may not divulge 2019 Exhibits except when the following conditions are met: (i) such information is relevant to the Estimation Proceeding; (ii) there is no reasonable manner to use such information in the Estimation Proceeding without disclosing 2019 Exhibits; and (iii) such Receiving Estimation Party, Coltec Industries, Inc., or Intervenor has first utilized its best efforts to maintain the confidentiality of the 2019 Exhibits, and such information has been filed under seal, redacted or reviewed by the Bankruptcy Court (or any other court) in camera , as appropriate (and, in every such instance, with all but the last four digits of the social security number of any individual redacted), and that any hearing, deposition or other proceeding is closed and limited to attendance by persons who are subject to the terms of this Order. Notwithstanding the foregoing, in the course of the Estimation Proceeding and solely for the purposes thereof, a Receiving Estimation Party, Coltec Industries, Inc., or any Intervenor may use in the Bankruptcy Court, or any reviewing court, summaries, analyses, or copies derived from 2019 Exhibits and presented in an aggregate format that does not identify any individual’s name, social security number, or other identifying detail. Likewise, nothing herein shall prohibit an expert for any Receiving Estimation Party, Coltec Industries, Inc., or Intervenor from using or referring to information

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derived from 2019 Exhibits in such expert’s report, or testifying concerning 2019 Exhibits, so long as such testimony or report is presented in aggregate format that does not identify any individual’s name, social security number, or other identifying detail. 18. In the event that Debtors or any entity granted access to 2019 Exhibits pursuant to this Order, receives a subpoena, interrogatory, or other request for the production or disclosure of any 2019 Exhibit, in whole or in part (a “Third-Party Discovery Demand”), including a governmental or other regulatory body, such entity (a “Discovery Target”) shall provide prompt written notice of any such request or requirement to the affected 2019 Filing Firms, with copies to the Receiving Estimation Parties, Coltec Industries, Inc., and any Intervenors, so that any of them may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Order. Pending a timely effort to obtain such a protective order or other remedy to prevent the requested production or disclosure, or written waiver by the affected 2019 Filing Firms, each of the Receiving Estimation Parties, Coltec Industries, Inc., and any Intervenor of the right to seek such an order or remedy, the Discovery Target shall interpose an objection to the Third-Party Discovery Demand on the basis of this Order. Nothing in this Order shall prohibit a Discovery Target from complying in good faith with an order directing it to comply, in whole or in part, with such Third-Party Discovery Demand, or require a Discovery Target to seek a stay of such an order, or to appeal from such an order; provided, however, that any Discovery Target shall exercise reasonable efforts to preserve the confidentiality of 2019 Exhibits produced or disclosed pursuant to such an order. 19. Within the one-year anniversary of the date of substantial consummation of a confirmed Chapter 11 plan of reorganization for the Debtors (a “Plan”), each entity that has received 2019 Exhibits shall destroy such 2019 Exhibits, including all copies thereof, in a

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commercially reasonable manner and continue to be bound by the terms and obligations imposed by this Order, and shall certify such destruction in writing to respective counsel of record for the Debtors, the Committee, and the FCR; provided, however, that the obligations of this paragraph shall not apply to copies of pleadings and exhibits filed under seal with this Court, or to file copies in the possession of counsel of record for the Receiving Estimation Parties, Coltec Industries, Inc., or Intervenors of papers prepared in connection with the Estimation Proceeding (e.g., pleadings, transcripts, interview or document summaries, internal memoranda, written communications with professionals, experts, and witnesses, depositions and exhibits thereto, court papers, and other papers prepared, created, or served in connection with the Estimation Proceeding). Notwithstanding the foregoing, nothing in this Order shall operate to interfere with any additional requirements or shorter timeframe for return or destruction set forth by the Bankruptcy Courts for the Western District of Pennsylvania and Delaware in any protocol or order that those Courts may enter. 20. Any person who seeks relief from any provision of this Order shall do so by motion in the Bankruptcy Court on notice to the Receiving Estimation Parties, Coltec Industries, Inc., any Intervenors, and 2019 Filing Firms affected by the relief sought. The movant shall bear the burden of showing good cause for the requested relief, and no such relief may be granted if it conflicts with the terms of the Opinion and Orders. 21. This Court shall retain jurisdiction to interpret, apply, and enforce this Order to the full extent permitted by law. This Order has been signed electronically. United States Bankruptcy Court The Judge's signature and Court's seal appear at the top of this Order.

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EXHIBIT 1 TO ORDER GOVERNING USE AND CONFIDENTIALITY OF CERTAIN EXHIBITS TO RULE 2019 STATEMENTS FROM OTHER BANKRUPTCY CASES Re: In re Garlock Sealing Technologies LLC, et al., Case No. 10-BK-31607 (Jointly Administered) United States Bankruptcy Court for the Western District of North Carolina Instructions: This Acknowledgment must be executed by an authorized representative of any corporation, partnership, company, or firm required to execute an Acknowledgment pursuant to paragraph 7 of the above-referenced Order. A C K N O W L E D G E M E N T On behalf of my employer, ______________________________ [write in name of employer] (“Employer”), I and other employees, agents, and representatives of Employer may be given access to 2019 Exhibits. Each and every 2019 Exhibit constitutes confidential and protected information in connection with the above- referenced Order Governing Use and Confidentiality of Certain Exhibits to Rule 2019 Statements from Other Bankruptcy Cases (the “Order”), entered by the United States Bankruptcy Court for the Western District of North Carolina (the “Bankruptcy Court”) in the above-referenced jointly-administered Chapter 11 cases. Capitalized terms used in this Acknowledgment but not otherwise defined herein shall have the meanings ascribed to them in the Order. I have read the Order, and the Opinion and Orders referenced therein, on behalf of Employer as part of performing its duties to ______________________________ [write in name of the Estimation Party or other client for whom Employer is rendering services in connection with the Estimation Proceeding]. I understand the conditions and obligations of confidentiality, and use restrictions, that the Order and Opinion and Orders make applicable to 2019 Exhibits. By my signature below, Employer, for itself and all of its employees, agents, and representatives who receive access to 2019 Exhibits, hereby accepts and agrees to be bound by, and to abide by, those conditions, obligations, and restrictions. On Employer’s behalf, I represent that Employer has made, or will make the Order, the Opinion and Orders, and this Acknowledgment known in advance to all of Employer’s employees, agents, and representatives who are to receive access to 2019 Exhibits, so that they will be on notice of Employer’s duties in connection therewith and their own responsibilities to ensure compliance with the Order and the Opinion and Orders. Employer, its employees, agents, and representatives will not disclose any 2019 Exhibits to any person not authorized by the Order to receive such information. They will not use 2019 Exhibits for any purpose other than the Estimation Proceeding. Pursuant to paragraph 19 of the Order, Employer will destroy or cause to be destroyed all 2019 Exhibits within one year of the date of substantial consummation of a confirmed Chapter 11 plan of reorganization for the Debtors (the “Plan”), and will promptly certify such destruction in writing to counsel of record for the Debtors and to counsel of record for the Filing Firms.

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Employer and I (in my individual capacity and my capacity as a representative of Employer) consent to the jurisdiction and venue of the Bankruptcy Court for any action to interpret, apply, and enforce the terms of the Order and this Acknowledgment, and to the jurisdiction and venue of the District Courts of Delaware and the Western District of Pennsylvania for any dispute pertaining to the interpretation or enforcement of the Opinion and Orders and for no other purposes. I represent that I am duly authorized to execute this Acknowledgment on behalf of Employer. By: ____________________________________ Print Name: ____________________________________ Title: ____________________________________ Employer: ____________________________________ Address: ____________________________________ Dated: ____________________________________ Relationship to Employer:___________________________

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EXHIBIT 2 TO ORDER GOVERNING USE AND CONFIDENTIALITY OF CERTAIN EXHIBITS TO RULE 2019 STATEMENTS FROM OTHER BANKRUPTCY CASES Re: In re Garlock Sealing Technologies LLC, et al., Case No. 10-BK-31607 (Jointly Administered) United States Bankruptcy Court for the Western District of North Carolina Instructions: This Acknowledgment must be executed by any individual required to execute an Acknowledgment in his or her individual capacity pursuant to paragraph 7 of the above referenced Order (for example, a self-employed expert or a witness). A C K N O W L E D G E M E N T I may be given access to certain confidential and protected information in connection with the above-referenced Order Governing Use and Confidentiality of Certain Exhibits to Rule 2019 Statements from Other Bankruptcy Cases (the “Order”), entered by the United States Bankruptcy Court for the Western District of North Carolina (the “Bankruptcy Court”) in the above-referenced jointly administered Chapter 11 cases. I have read the Order and the Opinion and Orders referenced therein. Capitalized terms used in this Acknowledgment but not otherwise defined herein shall have the meanings ascribed to them in the Order. I understand the conditions and obligations of confidentiality, and use restrictions, that the Order and the Opinion and Orders make applicable to 2019 Exhibits and hereby accept and agree to be bound by, and to abide by, those conditions, obligations, and restrictions. I will not disclose any 2019 Exhibits to any person not authorized by the Order to receive such information. I will not use 2019 Exhibits for any purpose other than the Estimation Proceeding. Pursuant to paragraph 19 of the Order, I will destroy all 2019 Exhibits within one year of the date of substantial consummation of a confirmed Chapter 11 plan of reorganization for the Debtors (the “Plan”), and will promptly certify such destruction in writing to counsel of record for the Debtors and to counsel of record for the 2019 Filing Firms. I consent to the jurisdiction of the Bankruptcy Court for any action to enforce the terms of the Order and this Acknowledgment and to the jurisdiction and venue of the District Courts of Delaware and the Western District of Pennsylvania for any dispute pertaining to the interpretation or enforcement of the Opinion and Orders and for no other purposes. By: ____________________________________ Print Name: ____________________________________ Title: ____________________________________ Address: ____________________________________ Dated: ____________________________________

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EXHIBIT E

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE IN RE: ) Misc. No.: ) BESTWALL, LLC, ) Underlying Case No. 17-BK-31795 (LTB) ) (U.S. Bankruptcy Court for the Western Debtor. ) District of North Carolina) MOTION OF THIRD PARTY ASBESTOS TRUSTS TO QUASH OR MODIFY SUBPOENAS Pursuant to Federal Rule of Civil Procedure 45(d)(3)(A)(iii), the nine asbestos settlement trusts identified below1 (the “Trusts”), by and through their undersigned counsel, respectfully move the Court to enter an order quashing or modifying the subpoenas to produce electronically stored claimant information which have been served upon them and the Delaware Claims Processing Facility (the “DCPF”) by Bestwall LLC (the “Motion”).2 In support of the Motion, the Trusts state as follows: INTRODUCTION 1. Each of the Trusts was established by one or more corporate debtors-in-possession to assume those debtors’ present and future liability for asbestos-related personal injury claims, as 1 The nine Trusts include:  The Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust;  The Celotex Asbestos Settlement Trust;  The Flintkote Asbestos Trust;  The Pittsburgh Corning Corporation Personal Injury Settlement Trust;  The WRG Asbestos PI Trust;  The Federal-Mogul Asbestos Personal Injury Trust;  The Babcock & Wilcox Company Asbestos PI Trust;  The United States Gypsum Asbestos Personal Injury Settlement Trust; and  The Owens Corning / Fibreboard Asbestos Personal Injury Trust. 2 Following the filling of the instant Motion and assignment of a miscellaneous matter number, DII Industries, LLC Asbestos PI Trust, which is represented by the same undersigned counsel, intends to move to join the Motion insofar as it seeks to quash or modify the subpoena served on the DCPF.

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a prerequisite to having a United States District Court issue an asbestos claims channeling injunction pursuant to 11 U.S.C. §524(g) to supplement the terms of the confirmation order in the debtor’s bankruptcy case. The Trusts are not corporate defendants or insurance companies. They are limited funds whose sole purpose is to pay victims of asbestos-related diseases caused by the products of the debtors. 2. The Trust Agreements establishing each of the Trusts require that the Trustees administer, maintain, and operate the Trusts pursuant to certain written Trust Distribution Procedures (the “TDP”), provisions of which – both the Trust Agreement and the TDP – were approved by a United States District Court and thereby incorporated into the debtor’s confirmed plan and the Court’s order confirming the plan.3 3. Each TDP expressly provides that submissions to the Trust by the holders of the channeled asbestos claims (the “Trust Claimants”) (i) are intended to be confidential, (ii) will be treated as made in the course of settlement discussions between the claimant and the Trust, and (iii) are to be protected by all applicable privileges, including those applicable to settlement discussions. See, e.g., Ex. A (Federal-Mogul Asbestos Injury Trust Distribution Procedures), § 6.5. Further, the TDPs of eight of the Trusts provide that the Trust shall “on its own initiative” take steps to preserve such privileges. Id.4 3 Each of the bankruptcy cases was conducted in the United States Bankruptcy Court for the District of Delaware, other than that of Pittsburgh Corning Corporation, which was conducted in the United States Bankruptcy Court for the Western District of Pennsylvania, and that of the Celotex Corporation, which was conducted in the United States Bankruptcy Court for the Middle District of Florida. 4 The Celotex Asbestos Settlement Trust’s procedures are older in form and are called Claims Resolution Procedures. While they do not contain precisely the same language, they do state that “[a]ll materials, records and information submitted by claimants … are confidential, submitted solely for settlement purposes.”

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4. The predicate for this Motion is the confidentiality provisions of the Trusts’ TDPs. These provisions make clear that the Trusts are not to serve as information clearinghouses or “public libraries” for entities that wish to obtain confidential claimant information for their own commercial purposes. Rather, each Trust should take reasonable and necessary steps to protect the confidentiality of the information submitted to it by the Trust Claimants when that information is sought by third parties for purposes other than determining whether the claims submitted to the Trust in question are valid and payable. 5. The most pressing issue presented by this Motion is not the undue burden of the requested production (although the Trusts do not waive that objection), but the undue risk of damages the requested scale and manner of the production imposes on the Trust Claimants, relating to a possible data breach with regard to their social security numbers and other personal confidential information. BACKGROUND 6. On April 5, 2021, Bestwall LLC served a subpoena issued by the United States Bankruptcy Court for the Western District of North Carolina on each of the Trusts, c/o the Delaware Claims Processing Facility (the “DCPF”) in Wilmington, Delaware. See generally Ex. B (aggregated subpoenas for the Trusts and DCPF). The subpoenas compel the production of electronically stored confidential information submitted to the Trusts by more than 15,000 of the Trust Claimants. 7. Bestwall also served a subpoena for the Trust Claimants’ data on the DCPF on April 5, 2021. Id. at 48-50. The Trusts have contracted with the DCPF to process the Trust Claimants’ claims according to the criteria and protocols of each Trust’s TDP. As such, the DCPF holds the Trusts’ data related to the claims made by the Trust Claimants. Although the DCPF

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holds the data of the Trusts, because of confidentiality requirements, the Trusts do not have access to each other’s data through the DCPF or otherwise. 8. Bestwall is the debtor in a pending chapter 11 bankruptcy case in the Western District of North Carolina, Case No. 17-BK-31795 (LTB). It seeks evidence to support its contention that the Bankruptcy Court should adopt a low estimation of the total value of its liability for present and future asbestos personal injury claims. 9. Bestwall endeavors to show that the evidentiary value of the amount it paid to settle approximately 15,000 pre-bankruptcy mesothelioma claims is tainted because a significant percentage of the roughly 15,000 claimants withheld information about other alleged asbestos exposure, which resulted in Bestwall overpaying for its share of such claimants’ damages. Ex. C (Rule 2004 Motion), ¶¶2, 12. 10. Accordingly, on July 31, 2020, Bestwall moved under Bankruptcy Rule 2004 (the “2004 Motion”) for authority to issue a subpoena on the DCPF for the production of electronically stored data concerning any of Bestwall’s roughly 15,000 settled mesothelioma claimants who also filed a claim against one or more of the Trusts.5 Id. at 3-4. Bestwall served the 2004 Motion on the DCPF, but not on any of the Trusts. 11. Thereafter, the DCPF filed a Response and Objection to the 2004 Motion, asserting, among other things, that (i) there is inherently sensitive information in its databases that relate to Trust Claimants; (ii) the databases include personal identifiers and medical information; and (iii) the improper dissemination of such information could harm the Trust Claimants in a variety of 5 Bestwall also sought authority to issue subpoenas on the Trusts, in the event the DCPF was to assert that such are necessary to secure production.

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ways, ranging from identity theft to misuse in the tort system by other defendants. Ex. D (DCPF Response and Objection), 16-23. 12. The DCPF’s Response and Objection requested that the Court deny the 2004 Motion. It also alternatively requested that, if the Court granted the 2004 Motion, the Court enter an order with a number of confidentiality protections and use limitations, including: a. Limiting the production of Trust Claimants’ data to a random sample of no more than 10% of the 15,000 mesothelioma victims at issue; and b. Authorizing the DCPF, or a neutral third party, to anonymize the Trust Claimants’ claims data before producing it or, at minimum, requiring Bestwall and its experts to anonymize such data after it is produced, and barring Bestwall from re-associating claimant personally identifiable information with the anonymized data. Id. at 35-36. The DCPF’s request was consistent with its duty under its Claims Processing Agreement with the Trusts to use its best efforts – when required to disclose confidential information – to ensure that such information will be treated as confidential by all who receive it. 13. On March 4, 2021, the Bankruptcy Court conducted a hearing during which the Judge concluded that Bestwall had met its burden of showing that the information sought is both relevant and necessary to the bankruptcy case, and that the 2004 Motion should be granted. The Bankruptcy Court also stated that it shared the DCPF’s concerns about the confidential, proprietary, and inherently sensitive nature of the data that would be collected by Bestwall, and indicated that the 2004 Motion would be granted subject to conditions. Ex. E (Hearing Transcript), 13:16-14:10. 14. On March 24, 2021, the Bankruptcy Court entered an order granting the 2004 Motion subject to certain provisions governing confidentiality.6 Ex. B, 5-24. However, the March 6 The March 24 Order also authorized Bestwall to subpoena the Trusts if necessary to effectuate such order.

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24 Order did not limit the protection of data to a random sample of no more than 10% of the 15,000 claims at issue, nor did it authorize a neutral party to anonymize the Trust Claimants’ data before production. Instead, it authorized Bates White, LLC – a firm whose data science practice aggregates and analyzes data for use by its customers, and which acts as Bestwall’s liability consultant – to anonymize the Trust Claimants’ data. 15. The March 24 Order further requires the DCPF to identify a subset of matches to last names and social security numbers to Bates White by April 21, 2021. The DCPF is to provide Bates White with the complete data pertaining to matched claimants by May 28, 2021. 16. Bestwall intends to have Bates White take the extraordinarily sensitive claims files from the DCPF that relate to up to 15,000 Trusts Claimants, which are separately maintained by the Trusts, and pool them into a single database. RELIEF REQUESTED 17. Pursuant to the Court-approved confidentiality provisions of the TDPs requiring the Trusts to take action to protect Trust Claimants’ confidential information, the Trusts respectfully request the Court quash each of the subpoenas served on the Trusts and the DCPF by Bestwall. Alternatively, the Trusts respectfully request the entry of an order protecting their confidentiality concerns by modifying each of the subpoenas to: a. Limit the production of data to a random sample of no more than 10% of the roughly 15,000 mesothelioma victims at issue; and b. Require the DCPF to anonymize the Trusts’ claims data before producing complete data to Bates White or Bestwall. ARGUMENT 18. Courts have discretion to quash or modify a subpoena under Rule 45. Rule 45(d)(3)(A) requires the court in which compliance with the subpoena is required to quash or

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modify a subpoena which requires disclosure of privileged or other protected matter.7 Fed. R. Civ. Pro. 45(d)(3)(A). The Court’s “discretion should be exercised to avoid the unnecessary disclosure of confidential material.” Verisign, Inc. v. XYZ.com, LLC, 2015 WL 7960976, at *4 (D. Del. Dec. 4, 2015). A subpoena should be quashed where it constitutes “an overbroad, general request for unlimited access to [confidential] information.” Apex Fin. Options, LLC v. Gilbertson, 2021 WL 965509, at *5 (D. Del. Mar. 15, 2021) (quashing subpoena that was “a fishing expedition for which Plaintiffs have presented no factual support, only conclusory arguments”). A. The Subpoenas Must be Quashed or Modified Because They are Overbroad and Seek Confidential and Sensitive Personal Information For 15,000 Personal Injury Victims, When a Random Sample of 1,500 Would Accomplish Bestwall’s Purpose. 19. The highly sensitive, personal, and confidential nature of the information sought by Bestwall, as well as the unnecessary scale of disclosure sought, weigh decisively in favor of quashing the subpoenas or modifying the sample size to be produced. 20. Trust Claimants’ submissions to the Trusts disclose medical records, sensitive personal health information, information about claimants’ personal finances, and information regarding claimants’ family members – all of which was disclosed with the expectation that such information will be kept confidential. This expectation of confidentiality should not be violated, 7 This Court has jurisdiction over this Motion because the DCPF resides in this district and its compliance with subpoenas is therefore required here. See, e.g., N. Atl. Operating Co. v. Dunhuang Grp., 2018 WL 338130, at *1-2 (D. Del. July 11, 2018) (adjudicating motion to compel where the subpoenaed party resided in this district but the subpoena required the documents to be produced to an office in Michigan); Agincourt Gaming, LLC v. Zynga, Inc., 2014 WL 4079555, at *4 (D. Nev. Aug. 15, 2014) (“Rule 45 makes clear that the place of compliance is tethered to the location of the subpoenaed person”); XTO Energy, Inc. v. ATD, LLC, 2016 WL 1730171, at *20 (D.N.M. Apr. 1, 2016) (noting that “revised rule 45(d)(3) provides that motions to quash or enforce a subpoena can be brought in the district where compliance is required—i.e., the district in which the subpoena’s recipient resides or works”); Raap v. Brier & Thorn, Inc., 2017 WL 2462823, at *2 (C.D. Ill. July 7, 2017) (finding “the place of compliance” is tied “to the location of the subpoenaed person or entity.”).

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especially where, as here, “no need is shown” for information that could include up to 15,000 claimants’ private records. Mannington Mills, Inc. v. Armstrong World Indus., Inc., 206 F.R.D. 525, 529 (D. Del. 2002). 21. Demands for the production of personal, private information require heightened scrutiny. See Shervin v. Partners Healthcare Sys., Inc., 2013 WL 5655465, at *4 n.2 (M.D.N.C. Oct. 15, 2013) (ruling that “sensitive and inherently confidential” nature of records “justifies greater caution for the Court in exercising its discretion regarding exposing the records to public scrutiny”); Zamorano v. Wayne State Univ., 2008 WL 29999546, at *3 (E.D. Mich. Aug. 1, 2008) (“[W]hile clearly no federally recognized privilege stands in the way of obtaining this information, the shield of confidentiality that normally protects” sensitive peer review records “justifies greater caution for the Court in exercising its discretion regarding exposing the records to public scrutiny.”). 22. Bestwall’s demand for information about as many as 15,000Trust Claimants is overbroad and misaligned with the inquiry it purportedly plans to undertake. Bestwall seeks the subpoenaed information to determine whether there was a pattern of false claims submissions to it or its predecessor, and whether any such pattern was prevalent. Bestwall does not need the personal information of up to approximately 15,000 individuals to determine if such a pattern exists. Producing data for a random sample of up to 10% of the 15,000 claimants would provide a statistically significant sample of the claims in issue, sufficient to satisfy any right Bestwall might have to obtain a representative sample. 23. Sampling along these lines is a widely accepted principle. “In some cases that involve a massive number of claims … sampling techniques can streamline discovery ….” MANUAL FOR COMPLEX LITIG. § 22.81 (4th ed. 2020). For this reason, courts routinely encourage

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sampling. See, e.g., Fed. Hous. Fin. Agency v. JPMorgan Chase & Co., 2012 WL 6000885, at *5, 7-10 (S.D.N.Y. Dec. 3, 2012) (approving sampling as a method to establish liability for fraud, with a sample of 42,700 out of 1.1 million mortgage loans (approximately 4% of the total data)). 24. Courts have relied upon sampling in asbestos-related litigation. In In re Garlock Sealing Technologies, the Court adopted an estimation approach that was based on questionnaire responses from a sample of the current claimants. 504 B.R. 71, 95 (Bankr. W.D.N.C. 2014). Similarly, in National Union Fire Ins. Co. of Pittsburgh v. Porter Hayden Co., the court limited disclosure to a random sample of 10% of the claimants at issue. 2012 WL 628493, at *1 (D. Md. Feb. 24, 2012). 25. Bates White is capable of working with a statistical sample. Its own website states that sampling “offers a scientifically reliable and cost-effective approach to learning about entire populations from a more manageable subset,” and advertises its “significant experience . . . designing samples and developing data collection protocols to draw statistically valid conclusions … in … litigation settings.” See Bates White Economic Consulting, “Data Science and Statistics,” https://www.bateswhite.com/practices-Data-Science-and-Statistics.html#Overview (last visited Apr. 19, 2021). 26. Accordingly, because a statistically significant sample of the Trust Claimants’ data would allow Bestwall to accomplish its stated goals, the subpoenas are overbroad. There is no need for Bestwall to obtain the confidential data of up to 15,000 Trust Claimants. Bestwall’s subpoenas should therefore be quashed. See Apex Fin. Options, LLC, 2021 WL 965509, at *5 (stating a subpoena should be quashed where it is “an overbroad, general request for unlimited access to [confidential] information.”).

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27. Alternatively, consistent with the above analysis, the subpoenas should be modified to provide a randomly selected, sampling-based production of data concerning up to 1,500 mesothelioma victims. This production would suffice for the analysis that Bestwall seeks to complete, comport with the standards of scientific reliability that courts require when evaluating sampling evidence, and better protect Trust Claimants’ highly sensitive data. B. The Subpoenas Must be Quashed or Modified Because Bates White’s Plan to Aggregate Non-Anonymized Claimant Data Unjustifiably Increases the Risk of Harm to Trust Claimants. 28. Bestwall’s production demand raises “big data” concerns that most subpoenas do not. Bestwall plans to combine the data produced by the DCPF, consisting of private information for up to 15,000 Trust Claimants, into a single, consolidated database. Ex. F (Decl. of Charles Bates – originally attached as Ex. C to the 2004 Motion), ¶¶ 39-40; Ex. G (Reply in Support of the 2004 Motion), ¶ 48. 29. “[T]he compilation of otherwise hard-to-obtain information alters the privacy interest implicated by disclosure of that information,” and a “computerized summary located in a single clearinghouse of information” warrants particular scrutiny. U.S. Dep’t of Justice v. Reporters Comm. for Freedom of Press, 489 U.S. 749, 763-64 (1989). Even aggregations of public data present privacy and security concerns, because the “unrestrained power to assemble data that reveal private aspects of identity is susceptible to abuse.” United States v. Jones, 565 U.S. 400, 416 (2012) (Sotomayor, J., concurring); see also U.S. Dep’t of Defense v. Fed. Labor Relations Auth., 510 U.S. 487, 500 (1994) (“An individual’s interest in controlling the dissemination of information regarding personal matters does not dissolve simply because that information may be available to the public in some form.”); Havemann v. Colvin, 537 F. App’x 142, 147-48 (4th Cir.

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2013) (recognizing privacy interest in nondisclosure of information, even if otherwise public, in a format that could be combined with other available data to identify specific individuals). 30. Bestwall’s approach implicates all of these concerns. Centralizing the Trust Claimants’ data into a single database (regardless of the security measures) creates a powerful, analytical tool that may be abused to discern patterns and reveal insights about individual claimants on subjects unrelated to Bestwall. The aggregation of this data puts more Trust Claimant data (both in terms of the number of claimants and the amount of data for each claimant) at risk of inadvertent disclosure or misappropriation, and amplifies the potential consequences of even a single data breach – as the theft of a single file could compromise personal data concerning more than 15,000 people. 31. The risk that such a merged database, once created, could be used in a manner detrimental to the privacy interests of individual Trust Claimants, particularly if it is misappropriated or inadvertently disclosed (e.g., because of a data breach), is profound. For this reason alone, the subpoenas should be quashed. C. The Subpoenas Must be Quashed or Modified Because Providing Bates White with Non-Anonymized Data Unjustifiably Increases the Risk of Harm to the Trust Claimants. 32. The risk of harm is further compounded by the fact that the subpoenas require the DCPF to provide Bates White – a commercial third party – with non-anonymized data relating to the Trust Claimants. 33. Bates White specializes in providing analysis to companies and law firms. It “guides clients to make decisions about issues involving asbestos.” It holds out its “Environmental and Product Liability” practice as a “market leader” in liability forecasting. See Bates White Economic Consulting, “Environmental and Product Liability,”

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https://www.bateswhite.com/practices-Environmental-Product-Liability.html (last visited Apr. 19, 2021). 34. The Trusts’ databases have significant commercial value, particularly to experts and insurers in the business of pricing asbestos liability, as they would otherwise need to devote significant resources to gathering the data assembled by the Trusts.835. Bestwall has tried to minimize concerns by citing Bates White’s history of working with information that is highly sensitive. Ex. F, ¶ 25 Bates White’s history and the commercial services it currently provides, however, do anything but minimize the risk of a data breach. The mass production of such aggregated, non-anonymized data to Bates White, an organization that has a pecuniary commercial interest in data related to asbestos liability9, viewed from the perspective of minimizing the risk of a data breach or misuse, is both inappropriate and unnecessary. 36. Alternatively, if the subpoenas are not quashed, this risk may be reduced by modifying the subpoenas to allow the DCPF to anonymize the data before it is produced to Bates White. The DCPF already has custody of and access to all the Trust Claimants’ data, and is qualified to anonymize the data. 8 To illustrate, the leaders of Bates White previously ran a side business, the Litigation Resolution Group (“LRG”), which they marketed as a private alternative to 524(g) trusts. For a price, LRG would assume the asbestos liabilities of companies that chose to remain in the tort system. Heather Isringhausen Gvillo, Database provides insight into how much asbestos claims are worth, Madison – St. Clair Record (May 14, 2015), https://madisonrecord.com/stories/510558049-database-provides-insight-into-how-much-asbestos-claims-are-worth. Access to the Trusts’ data would enable a business like LRG to more accurately quantify and price companies’ expected asbestos liabilities—and would therefore be hugely valuable. 9 Bates White has already incurred over $10.5 million in fees in the Bestwall bankruptcy case. Ex. D, 3 n.3.

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37. In sum, Bates White’s plan to create an aggregate database from non-anonymized data creates an unjustifiable risk of harm to the Trust Claimants and warrants quashing the subpoenas.10 In the alternative, along with modifying the subpoenas to only provide a randomly selected sampling size of up to 1,500 Trust Claimants’ data, the subpoenas should be modified to permit DCPF to anonymize the data before it is provided to Bates White. 10 The Trusts further note that the subpoenas should also be quashed because they were served by mail – not personal service as required by Rule 45. See, e.g., Kabbaj v. Simpson, 2013 U.S. Dist. LEXIS 55582, at *14-16 (D. Del. Mar. 7, 2013) (stating service of Rule 45 subpoena by certified mail was improper); Ricoh Co. v. Oki Data Corp., 2011 U.S. Dist. LEXIS 90297, at *13-14 (D. Del. Aug. 15, 2011) (stating that “the District of Delaware leans towards the majority rule” that the service required by Rule 45(b) is “personal service.”).

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CONCLUSION For the reasons set forth above, the Trusts respectfully request the Court enter an order quashing or modifying the subpoenas served on the Trusts and DCPF. Dated: April 19, 2021 /s/ Beth Moskow-Schnoll Beth Moskow-Schnoll (DE No. 2900) Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Tel: (302) 252-4447 moskowb@ballardspahr.com Attorneys for Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust; Celotex Asbestos Settlement Trust; Flintkote Asbestos Trust; Pittsburgh Corning Corporation Personal Injury Settlement Trust; WRG Asbestos PI Trust; Federal-Mogul Asbestos Personal Injury Trust; Babcock & Wilcox Company Asbestos PI Trust; United States Gypsum Asbestos Personal Injury Settlement Trust; and Owens Corning / Fibreboard Asbestos Personal Injury Trust

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE IN RE: ) Misc. No. ) BESTWALL, LLC, ) Underlying Case No. 17-BK-31795 (LTB) ) (U.S. Bankruptcy Court for the Western Debtor. ) District of North Carolina) [PROPOSED] ORDER AND NOW, this _______ day of __________________, 2021, upon consideration of the Motion of Third Party Asbestos Trusts Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust; Celotex Asbestos Settlement Trust; Flintkote Asbestos Trust; Pittsburgh Corning Corporation Personal Injury Settlement Trust; WRG Asbestos PI Trust; Federal-Mogul Asbestos Personal Injury Trust; Babcock & Wilcox Company Asbestos PI Trust; United States Gypsum Asbestos Personal Injury Settlement Trust; and Owens Corning / Fibreboard Asbestos Personal Injury Trust (collectively, the “Trusts”) to Quash or Modify Subpoenas (the “Motion”) served on them and the Delaware Claims Processing Facility (the “DCPF”), and any response thereto, it is hereby ORDERED the Motion is GRANTED; It is FURTHER ORDERED that the subpoenas seeking the production of documents from the Trusts and the DCPF are QUASHED. BY THE COURT: USDJ.

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EXHIBIT F

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE IN RE BESTWALL LLC, : Underlying Case No. : 17-BK-31795 (LTB) Debtor. : (U.S. Bankruptcy Court for the : Western District of North Carolina) : : Misc. No. 21-141 (CFC) __________________________________________________________________ ORDER For the reasons set forth in the accompanying Memorandum, it is hereby ORDERED: 1. Bestwell’s Motion to Transfer (D.I. 4) and Supplemental Motion to Transfer (D.I. 23) are DENIED. 2. The Motion to Quash (D.I. 1) is granted without prejudice to Bestwall’s right to seek reissuance of subpoenas seeking a narrower document production consistent with the protections afforded by the DE Bankruptcy Court’s prior Access Decision. 3. The Clerk of the Court is directed to CLOSE Misc. No. 21-141-CFC. Entered this 1st day of June, 2021. ___________________________________ UNITED STATES DISTRICT JUDGE

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EXHIBIT G

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UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF NORTH CAROLINA CHARLOTTE DIVISION IN RE: Case No. 17-BK-31795 (LTB) BESTWALL LLC,1 Chapter 11 Debtor. AMENDED ORDER GRANTING DEBTOR’S MOTION FOR BANKRUPTCY RULE 2004 EXAMINATION OF ASBESTOS TRUSTS AND GOVERNING CONFIDENTIALITY OF INFORMATION PROVIDED IN RESPONSE This matter came before the Court pursuant to Debtor’s Motion for Bankruptcy Rule2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided inResponse(Dkt. 1237) (the “Trust Motion”), and Debtor’s Emergency Motion to Amend TrustOrder, Authorize Issuance and Service of Modified Subpoenas, and Appoint IndependentFacilitator (Dkt. __) (the “Motion to Amend,” and together with the Trust Motion, the 1 The last four digits of debtor’s taxpayer identification number are 5815. The Debtor’s address is 133 PeachtreeStreet, N.E., Atlanta, Georgia 30303.

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“Motions”) filed by the above-captioned debtor and debtor-in-possession (the “Debtor” or“Bestwall”). The Motion to Amend seeks to amend certain provisions of the Order GrantingDebtor's Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and GoverningConfidentiality of Information Provided in Response (Dkt. 1672) (the “Trust Order”), appointan independent facilitator, and authorize issuance and service of modified subpoenas for certainasbestos trust data.2 Based upon a review of the MotionMotions, the further submissions of theparties,3 the evidence presented, and the arguments of counsel at the hearinghearings before theCourt on January 21, 2021 and ________, 2021, and for the reasons stated in the Court’s benchruling at the hearing on March 4, 2021 (the “March 4, 2021 Ruling”) (which ruling isincorporated herein by reference), the Court finds good cause for the relief granted herein andhereby ORDERS, ADJUDGES, AND DECREES as follows: 2 Capitalized terms not otherwise defined herein have the meanings given to them in the MotionTrust Order. 3 The parties submitted the following with respect to the Trust Motion: Response and Objection of NonpartiesManville Personal Injury Settlement Trust and Delaware Claims Processing Facility to the Debtor’s Motion forBankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality of Information Provided inResponse (Dkt. 1321); Objection of the Official Committee of Asbestos Claimants to Debtor’s Motion forBankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1327); Objection of the Future Claimants’Representative to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1328); BuckLaw Firm’s Clients’ Joinder to Objection Filed by the Official Committee of Asbestos Claimants to Debtor’s Motionfor Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1330); Joinder to Objection Filed by the OfficialCommittee of Asbestos Claimants to Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts(Dkt. 1332); Reply in Support of Debtor’s Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts (Dkt. 1354); Supplemental Objection of the Future Claimants’ Representative to Debtor’s Motion for Bankruptcy Rule2004 Examination of Asbestos Trusts (Dkt. No. 1510); Supplemental Brief and Objection of the Official Committeeof Asbestos Claimants to (I) Debtor’s Motion for Order Pursuant to Bankruptcy Rule 2004 Directing Submission ofPersonal Injury Questionnaires By Pending Mesothelioma Claimants and (II) Debtor’s Motion for Bankruptcy Rule2004 Examination of Asbestos Trusts (Dkt. 1511); Statement of Interest on Behalf of the United States of AmericaRegarding Estimation of Asbestos Claims (Dkt. 1557); Debtor’s Omnibus Supplemental Reply in Support of (I)Debtor's Motion for Bankruptcy Rule 2004 Examination of Asbestos Trusts and (II) Debtor's Motion for OrderPursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by PendingMesothelioma Claimants (Dkt. 1565); The Official Committee of Asbestos Claimants Response to United StatesStatement of Interest (Dkt. 1581); Supplemental Submission by Nonparties Manville Personal Injury SettlementTrust and Delaware Claims Processing Facility in Further Opposition to the Debtor’s Motion for Bankruptcy Rule2004 Examination of Asbestos Trusts (Dkt. 1612); The Official Committee of Asbestos Claimants’ Post-HearingBrief Regarding Estimation-Related Motions (Dkt. No. 1614); Debtor’s Supplemental Brief on Discovery andLimiting Motions (Dkt. 1615); Manville Personal Injury Settlement Trust and Delaware Claims Processing FacilityLetter to the Court (Dkt. No. 1616); Debtor’s Reply to Trusts’ Letter Regarding Trust Discovery (Dkt. 1622).

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1. The Court has jurisdiction over the MotionMotions pursuant to 28 U.S.C. §§ 157and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of this proceedingand the MotionMotions is proper pursuant to 28 U.S.C. §§ 1408 and 1409. Adequate notice ofthe MotionMotions was given and it appears that no other notice need be given (except as setforth herein). 2. The Motion isMotions are GRANTED on the terms and conditions set forthherein. All objections to the relief granted herein are OVERRULED, except to the extent statedin the March 4, 2021 Ruling. As of its entry, this Order amends and supersedes the Trust Order. 3. Pursuant to Federal Rules of Bankruptcy Procedure 2004 and 9016, the Debtor isauthorized to issue and serve modified subpoenas, requesting the data described in paragraph 8below and replacing the original subpoenas authorized by the Trust Order, on the ManvillePersonal Injury Settlement Trust (“Manville Trust”) and on the Delaware Claims ProcessingFacility (“DCPF”) with respect to the following asbestos personal injury trusts whose claims arehandled by DCPF (the “DCPFTrusts,” and together with the Manville Trust, the “Trusts”):4a. Armstrong World Industries Asbestos Personal Injury Settlement Trustb. Babcock & Wilcox Company Asbestos Personal Injury Settlement Trustc. Celotex Asbestos Settlement Trust d. DII Industries, LLC Asbestos PI Trust (Halliburton, Harbison-Walker Subfunds)e. Federal Mogul U.S. Asbestos Personal Injury Trust (T&N, FMP, Flexitallic,Ferodo) f. Flintkote Asbestos Trust g. Owens Corning Fibreboard Asbestos Personal Injury Trust (FB and OCSubfunds) h. Pittsburgh Corning Corporation Asbestos PI Trust i. United States Gypsum Asbestos Personal Injury Settlement Trustj. WRG Asbestos PI Trust 4 The Debtor may also subpoena the DCPF Trusts if necessary to effectuate this Order.

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The subpoenas seek evidence that is relevant to specific purposes in connection with estimationand the negotiation, formulation, and confirmation of a plan of reorganization in this case,specifically: the determination of whether pre-petition settlements of mesothelioma claimsprovide a reliable basis for estimating the Debtor’s asbestos liability; the estimation of theDebtor’s asbestos liability; and the Debtor’s development of its trust distribution procedures andevaluation of the procedures proposed by the Official Committee of Asbestos Personal InjuryClaimants (the “ACC”) and the Future Claimants’ Representative (the “FCR”) in their proposedchapter 11 plan (collectively, the “Permitted Purposes”). 4. On or before March 31_________, 2021, the Debtor shall provide to the ManvilleTrust and DCPF athe same list (in electronic, text searchable format) of last names and SocialSecurity numbers (“SSNs”), in separate fields,nine-digit SSNs for claimants who assertedmesothelioma claims against the Debtor or the former Georgia-Pacific LLC (“Old GP”) thatwere resolved by settlement or verdict and for whom Debtor possesses SSNs, as well as thecorresponding last names and SSNs of the injured parties if different from the claimant (the“Bestwall Claimants”). The list referenced in this specified in paragraph may delete punctuationmarks, prefixes (Mr., Miss, Ms., etc.), suffixes (Sr., Jr., III, IV, etc.), and any other words4 of theTrust Order that do not constitute part of the name (“executor,” “deceased,” “dec,” etc.) but thatmay be contained in the last name field, and may also close spaces between parts of a nametheDebtor previously provided with one additional field that assigns a unique identifier (e.g.,the“Van” or “De”). 5. On or before April 21, 2021Bestwall Identifier”) for each Bestwall Claimant (the“BW Matching List”).

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5. The Debtor, DCPF, and the Manville Trust shall identify the claimants in theTrusts’ databases whose injured party datafields or related claimant datafields match any (a)nine-digit SSN and (b) last name associated with a Bestwall Claimant in the Debtor’s claimsdatabase and who did not file their Trust claims pro se (the “Matching Claimants”). Inperforming this match, DCPF and the Manville Trust shall disregard punctuation marks, prefixes(Mr., Miss, Ms., etc.), suffixes (Sr., Jr., III, IV, etc.), and any other words that do not constitutepart of the name (“executor,” “deceased,” “dec,” etc.) but that may be contained in a last-namefield, and shall also close spaces between parts of a name (e.g., “Van” or “De”) as necessaryusethe Meet and Confer List produced pursuant to ensure the most comprehensive initial match. Onor before April 21, 2021, DCPF and the Manville Trust shall also provide to counsel for theDebtor a list of the first and last names and SSN of claimants in the Trusts’ databases who matchthe nine-digit SSN of any Bestwall Claimant but who (a) filed their Trust claims pro se (andidentify such claimants on the list) or (b) in the view of DCPF or the Manville Trust do notmatch the last name associated with the Bestwall Claimant (the “paragraph 5 of the Trust Orderto continue to meet and confer concerning whether any of the claimants on the Meet and ConferList”)should instead be classified as Matching Claimants. The Meet and Confer List shall besubject to the same confidentiality and use restrictions as Confidential Trust Data (as definedherein). On or before April 30, 2021, the Debtor, DCPF, and the Manville Trust shall meet andconfer concerning whether any of the claimants on the Meet and Confer List should instead beclassified as Matching Claimants. On or before May 26___________, 2021, the Debtor (and theDebtor’s Retained Experts, as defined herein) shall permanently delete the Meet and Confer Listand provide DCPF and the Manville Trust with written confirmation of such deletion; provided,however, that such deletion deadline shall be extended for each day the meet and confer process

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between the Debtor, on the one hand, and DCPF and the Manville Trust, on the other hand,continues after May 26____________, 2021. 6. On or before July 15, 2021, to provide additional protection for claimantidentifying information, DCPF and the Manville Trust (through its claims processing agent,Claims Resolution Management Corporation (“CRMC”)) shall notify the Matching Claimants’counsel of record that the relevant Trusts have received a subpoena from the Debtor. DCPF andCRMC (each, a “Notifying Facility”) shall inform such counsel that the Matching Claimants’data describedproduce to ______________________ (the “Independent Facilitator”) theinformation in paragraph 8 below will be produced if they do not notify the NotifyingFacilityrelating to any Matching Claimant previously identified by DCPF and the Debtor inwritingManville Trust pursuant to paragraph 5 of the Trust Order that did not (a) serve a noticeof intent to move to quash by May 12, 2021 that the Matching Claimant intends toand (b) file amotion to quash by May 24, 2021 pursuant to paragraph 6 of the Trust Order (a “Non-ObjectingMatching Claimant”). 7. a. If counsel for anyAny Matching Claimant communicates to the NotifyingFacility and the Debtor by May 12, 2021 an intent towho timely (a) served a notice of intent tomove to quash by May 12, 2021 and (b) filed a motion to quash by May 24, 2021 pursuant toparagraph 6 of the Trust Order (an “Objecting Matching Claimant”) shall file aany motion toquash the subpoena, the Notifying Facility shall stay the production of any data relating tosuchrevised subpoenas no later than _______________, 2021. Within 30 days of either anObjecting Matching Claimant for an additional two weeks. Iffailing to file a motion to quash isfiled by May 24, 2021, the Notifying Facility will stay the production of any data relating to suchMatching Claimant until such motion is resolved.

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b. Ifthe deadline or the entry of an order dismissing or denying a motion to quash isnot filed by May 24, 2021, the Notifying Facility shall produce to Debtor the data described inparagraph 8 below relating to the Matching Claimant on or before May 28, 2021. 7. If counsel for any Matching Claimants do not on or before May 12, 2021 notifythe Notifying Facilitythe deadline, DCPF and the Debtor that the Matching Claimant intends tofile a motion to quash the subpoena, the Notifying FacilityManville Trust (through CRMC) shallproduce to the Debtor’s expert, Bates White,Independent Facilitator the information in paragraph8 relating to any such Objecting Matching Claimants on or before May 28, 2021Claimant. 8. Subject to the procedures set forth in paragraphparagraphs 6 and 7 above, DCPFand the Manville Trust shall produce to Bates Whitethe Independent Facilitator (in electronicdatabase format and, with respect to DCPF, separated by Trust) the following informationpertaining to Matching Claimants5 (to the extent the relevant Trust databases contain suchinformation) (together, the “Matched Production”): a. Bestwall Identifier of injured party; b. a. Full name of injured party; c. b. InjuredLast four digits of injured party SSN; d. c. Gender of injured party; e. d. Date of birth of injured party; f. e. Date of death of injured party; g. f. State of residency of injured party; h. g. Date of diagnosis of injured party; 5 For the avoidance of doubt, the term “Matching Claimants” referenced here and elsewhere in this Order includesany claimants on the Meet and Confer List that the parties agree, after meeting and conferring, should be classifiedas Matching Claimants, but excludes any other claimants on the Meet and Confer List.

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i. h. Claimed disease and disease body site (if available); j. i. Full name of any claimant who is not the injured party and last four digits of hisor her SSN; k. j. Claimant’s law firm (with email and address of contact person), jurisdiction oftort claim filing, and date of tort claim filing; l. k. Date claim filed against Trust; m. l. Date claim approved by Trust, if approved; n. m. Date claim paid by Trust, if paid; o. n. If not approved or paid, status of claim; p. o. All exposure-related fields, including: i. Date(s) exposure(s) began; ii. Date(s) exposure(s) ended; iii. Manner of exposure; iv. Occupation and industry when exposed; and v. Products to which exposed; q. p. Mode of review selected; and r. q. Mode of review under which claim was approved and paid. 9. The Matched Production shall be used as follows: a. Bates WhiteThe Independent Facilitator shall assign a unique identifier to eachclaimant record in the Matched Production and may use the date of birth and dateof death fields to create new age fields for each claimant record indicating the ageat diagnosis and the age at death, each rounded to the nearest year;

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b. Bates WhiteThe Independent Facilitator shall create a separate file (the“Matching Key”) containing the unique identifierBestwall Identifier and thefollowing fields from the Matched Production (to the extent the data produced byDCPF and the Manville Trust pursuant to paragraph 8 include such information): i. Full name of injured party; ii. Last four digits of injured party SSN; iii. ii. InjuredGender of injured party SSN; iv. iii. Date of birth of injured party; v. iv. Date of death of injured party; vi. State of residency of injured party; vii. Date of diagnosis of injured party; viii. Claimed disease and disease body site (if available); ix. v. Full name of any claimant who is not the injured party and last fourdigits of his or her SSN; and x. Claimant’s law firm (with email and address of contact person),jurisdiction of tort claim filing, and date of tort claim filing. For the avoidance of doubt, nothing in this paragraph 9(b) should be construed asmodifying or expanding the scope of DCPF’s and the Manville Trust’s disclosureobligations under paragraph 8. c. After creating the Matching Key, Bates Whitethe Independent Facilitator shallpermanently delete from the Matched Production the datafields contained withinthe Matching Key (except the unique identifierBestwall Identifier and the year ofthe date of birth and the year of any date of death). The resulting database will be

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the “Anonymized Matched Production.” Bates WhiteThe IndependentFacilitator shall then provide a copy of the Matching Key and the AnonymizedMatched Production to Bates White LLC (“Bates White”), Legal AnalysisSystems, Inc. (“LAS”), and Ankura Consulting Group, LLC (“Ankura”), each inits capacity as a Retained Expert (as defined herein) for the Debtor, the ACC, andthe FCR, respectively. Bates White shall also provide a copy of the BW MatchingList to LAS and Ankura. The Independent Facilitator shall complete the stepsdescribed in paragraphs 9(a) through 9(c) within one week after receiving eachproduction of data from the DCPF and the Manville Trust. Within four weeksafter the final production of any Matching Claimant’s data or the resolution of allpending motions to quash described in paragraph 67, whichever is later, BatesWhitethe Independent Facilitator shall serve a declaration on DCPF, the ManvilleTrust, and the other Parties (as defined herein) that attests to the creation of theAnonymized Matched Production and the Matching Key pursuant to this Order;and attests to the storage of the Matching Key in a separate password-protectednetwork folderthe Secure Portal (as defined herein). The declaration shall bedeemed “Confidential” pursuant to the Protective Order (as defined herein). d. Subject to and without in any way limiting the restrictions described in paragraph10(de) below concerning access to the Matching Key (or use of informationderived therefrom), Retained Experts and Authorized Representatives (each asdefined below) of the Debtor, the ACC, the FCR, and Georgia-Pacific LLC(“New GP” and, together with the Debtor, the ACC, and the FCR, the “Parties”)may, if otherwise entitled to such accessupon written request to the Independent

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Facilitator stating their entitlement pursuant to this Order to the information oraccess credentials they request, may obtain from the Independent Facilitator (i) acopy of the Matching Key (or information derived therefrom) and theAnonymized Matched Production uponor (ii) credentials to view, but notdownload or copy, the Matching Key through the Secure Portal. The IndependentFacilitator shall have no discretion to deny such a request to Bates White. e. The Retained Experts and Authorized Representatives (as defined in paragraph10(de)) shall use any access to view the Matching Key only to (i) confirm theaccuracy of a match and combinebetween a claimant record in the AnonymizedMatched Production, on a claimant-by-claimant basis, with and data from theDebtor’s database or other sources; (ii) provide sufficient identifying informationfrom the Matching Key to an Authorized Representative to permit suchAuthorized Representative to confirm a match data frombetween a claimantrecord in the Anonymized Matched Production with and analyze individualclaimsdata from the Debtor’s database or other sources (provided that suchidentifying information shall be limited to data corresponding to the specificindividual claims in the Anonymized Matched Production that are the subject ofindividual claims analysis, shall not contain data corresponding to claims that arenot the subject of individual claims analysis, and shall not include data beyondthat which is strictly necessary to effectuate the individual matches andanalysisconfirm a match contemplated by this subdivision (ii)); (iii) verify theaccuracy of any matching of data performed by another AuthorizedRepresentative; and (iv) defend challenges to the accuracy of any matching of

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data performed by an Authorized Representative, provided, however, that theMatching Key may be used in the manner described in (i), (ii), (iii), and (iv) onlyin connection with a Permitted Purpose. Absent further order by this Court, noRetained Expert or Authorized Representative (other than an employee of theIndependent Facilitator) shall use their access to view the Matching Key, or anyportion or element thereof, for any other purpose, and shall not create or retainany other record of any kind linking the complete set of unique identifiers in theAnonymized Matched Production tocontaining information that is derived solelyfrom or contained exclusively in the Matching Key. f. To the extent a Retained Expert uses the BW Matching KeyList to match theAnonymized Matched Production, on a claimant-by-claimant basis, to theDebtor’s database or other sources of information, such Retained Expert shalldelete from any resulting database any datafields or information of the typecontained within paragraphs 9(b)(i) to 9(b)(v)the names and SSNs of injuredparties and any related claimants, without regard to whether such information wasderived from data produced by DCPF or the Manville Trust or other sources ofinformation (any such database being an “Anonymized Database”). A RetainedExpert may, however, use the BW Matching List in conjunction with theAnonymized Matched Production or an Anonymized Database to (i) match andcombine the Anonymized Matched Production, on a claimant-by-claimant basis,with data from the Debtor’s database or other sources; (ii) provide sufficientidentifying information from the BW Matching List to an AuthorizedRepresentative to permit such Authorized Representative to match data from the

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Anonymized Matched Production with and analyze individual claims (providedthat such identifying information shall be limited to data corresponding to thespecific individual claims in the Anonymized Matched Production that are thesubject of individual claims analysis, shall not contain data corresponding toclaims that are not the subject of individual claims analysis, and shall not includedata beyond that which is strictly necessary to effectuate the individual matchesand analysis contemplated by this subdivision (ii)); (iii) verify the accuracy of anymatching of data performed by another Authorized Representative; and (iv)defend challenges to the accuracy of any matching of data performed by anAuthorized Representative, provided, however, that the BW Matching List maybe used in the manner described in (i), (ii), (iii), and (iv) only in connection with aPermitted Purpose. Absent further order by this Court, no Retained Expert orAuthorized Representative shall retain any other record of any kind linking thecomplete set of Bestwall Identifiers in the Anonymized Matched Production tothe BW Matching List. Except for the Bestwall Identifier, nothing in thisparagraph restricts any party from using information already in its possession orthat comes into its possession from a source other than this Order. 10. The Matching Key (and any portion or extract thereof), the Anonymized MatchedProduction, any Anonymized Databases, and (while it exists) the Matched Production (together,the “Confidential Trust Data”) shall be deemed “Confidential” pursuant to the AgreedProtective Order Governing Confidential Information (Dkt. 337) (the Protective Order”). Inaddition to the protections in the Protective Order, the provisions in this Order (which willsupersede the Protective Order in the event of any conflict) shall apply, including the following:

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a. No Confidential Trust Data shall be disseminated or disclosed, whether in writtenor electronic form, to any individual other than an individual (1) who has a clearneed to know or access the data to perform work in connection with a PermittedPurpose and (2) who is (i) a lawyer, employee, agent, or representative of a lawfirm representing a Party in connection with this case, (ii) a lawyer, paralegal, orlegal support staff for a Party (and working in a legal role for the Party), or (iii) aParty’s Retained Expert (defined below) in this case, or (iv) an employee of theIndependent Facilitator (collectively, the “Authorized Representatives”);provided, however, that the right of access to the Confidential Trust Data herebyconferred on the foregoing persons shall be subject to the conditions precedent setforth in paragraph 10(b) immediately below. b. Any person exercising a right of access to the Confidential Trust Data shallthereby consent, and be deemed to consent, to be bound by this Order and shallthereby submit, and be deemed to submit, to the exclusive jurisdiction and venueof this Court for any dispute pertaining to the interpretation or enforcement of thisOrder. Without limitation of the generality of the foregoing sentence, as acondition of the right of access to the Confidential Trust Data conferred byparagraph 10(a) above, each entity whose Authorized Representatives will receiveaccess to the Confidential Trust Data and any other Authorized Representativesnot associated with such an entity who will receive a right of access to theConfidential Trust Data under paragraph 10(a) above in their individual capacityshall execute a joinder in the form annexed to this Order as Exhibit A.1 or ExhibitA.2. Exhibit A.1 shall be executed on the part of corporations, partnerships,

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companies, or firms whose Authorized Representatives will receive access to theConfidential Trust Data in the performance of the entity’s duties with respect tothis bankruptcy case. Exhibit A.2 shall be signed in an individual capacity byindividuals (such as witnesses or self-employed experts) who receive a right ofaccess to the Confidential Trust Data under paragraph 10(a) above in theirindividual capacities, rather than as employees, agents, or representatives of anentity. c. Any entity whose Authorized Representatives receive access to any ConfidentialTrust Data and any Authorized Representative who receives access to anyConfidential Trust Data in their individual capacity as provided in this Order shallprovide for physical, managerial, and electronic security thereof such that theConfidential Trust Data are reasonably maintained and secured, ensuring that theyare safe from unauthorized access or use during utilization, transmission, andstorage. Any electronic transmission of the Confidential Trust Data (includingwithout limitation the Matching Key or any information derived therefrom) mustbe through a secure encrypted service, and not as an ordinary email attachment. d. Notwithstanding anything in this Order to the contrary, the IndependentFacilitator shall store a back-up copy of the Matching Key in a separate,password-protected folder on the Independent Facilitator’s network, accessibleonly to its employees authorized to access the Matching Key under paragraph10(a). The Independent Facilitator shall also create a secure, password-protected,web-based portal (the “Secure Portal”) that allows Retained Experts andAuthorized Representatives otherwise entitled to such access to use the

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credentials specified in paragraph 9(d) to view, but not download or copy, theMatching Key. e. d. Notwithstanding anything in this Order to the contrary, access to view theMatching Key shall be limited to (i) Bates White, Legal Analysis Systems,Inc.LAS, and Ankura Consulting Group, LLC, each in its capacity as a retainedclaims expert for the Debtor, the ACC, and the FCR, respectively, (ii) the Parties’other retained experts (consulting or testifying) in this case (if any), and (iii) to theprofessional staff employed by such experts (each of (i), (ii), and (iii), a“Retained Expert”), (iv) the Independent Facilitator, and (ivv) such otherpersons as the Parties, DCPF, and the Manville Trust may agree to in writingfrom time to time; provided, however, that a Retained Expert shall be permitted toaccessview the Matching Key only in connection with a Permitted Purpose andonly if the Retained Expert has a clear need for such access. The IndependentFacilitator shall have no responsibility for policing the purposes for which partiesentitled to access the Matching Key use the Matching Key. f. Notwithstanding anything in this Order to the contrary, access to and use of theentire BW Matching List shall be limited to (i) the Retained Experts, (ii) theIndependent Facilitator, DCPF, and the Manville Trust, and (iii) such otherpersons as the Parties, DCPF, and the Manville Trust may agree to in writing fromtime to time; provided, however, that a Retained Expert shall be permitted toaccess and use the BW Matching List only in connection with a PermittedPurpose and only if the Retained Expert has a clear need for such access and use. Any Retained Expert granted access to the BW Matching KeyList shall store the

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Matching Keyit in a separate, password-protected folder on the Retained Expert’snetwork, accessible only to individuals authorized to access the BW MatchingKeyList under this paragraph 10(df), and the same data security requirement shallapply to any other person granted access to the BW Matching KeyList undersubsection (iii) of this paragraph 10(df). Any electronic transmission of the BWMatching KeyList must be through a secure encrypted service, and not as anordinary email attachment. g. e. No claimant-specific data from or derived from any Confidential Trust Data,including without limitation the kinds of claimant data listed in paragraphs 9(b)(i)to 9(b)(vx) above, shall be (i) offered as evidence in this bankruptcy case,(ii) placed on the public record, or (iii) filed with this Court, the District Court, orany reviewing court (including under seal), absent further order by this Court,made after notice of hearing of a motion (with notice to DCPF, the ManvilleTrust, and claimants provided to their attorneys at the addresses contained in thedata produced by the Manville Trust and DCPF) authorizing such use. Suchmotion shall be brought by the movant no later than 30 days before such offer oruse. The restrictions of this paragraph 10(eg) shall also apply to any de-identifieddata (i.e., data that does not contain claimant-specific details) from or derivedfrom any Confidential Trust Data that could reasonably be used, bycross-referencing publicly available information or otherwise, to determine orreveal a claimant’s identity. h. f. If, in connection with a motion pursuant to paragraph 10(eg), or any response tosuch motion, a Party proposes to place any Confidential Trust Data under seal,

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that Party shall have the burden of making the showing required for sealing underapplicable law. i. g. In addition to, and without diminution of any other use restrictions in thisOrder, unless otherwise ordered by the Court, the Confidential Trust Data shall beused only in connection with a Permitted Purpose. j. h. Notwithstanding the foregoing, a Party may use in connection with a PermittedPurpose in this Court, or any reviewing court, summaries or analyses derivedfrom the Confidential Trust Data if such material is redacted so as not to revealany identifying detail of any individual claimant, including without limitation anyof the identifying details subject to the restrictions of paragraph 10(eg) above. k. i. Likewise, nothing herein shall prohibit a Retained Expert with access to theConfidential Trust Data from using or referring to the Confidential Trust Data (inconnection with a Permitted Purpose) in an expert report, preparing summaries ofinformation for other experts to rely on, or testifying concerning the ConfidentialTrust Data, so long as any such testimony, summary, or report does not reveal anyidentifying detail of any individual claimant, including without limitation any ofthe identifying details subject to the restrictions of paragraph 10(eg) above. 11. Pursuant to section 105(a) of the Bankruptcy Code, no Confidential Trust Datashall be subject to subpoena or otherwise discoverable by any person or entity other than theParties. 12. Within 9030 days after the effective date of a confirmed plan for the Debtor or theentry of a final order confirming such a plan, whichever is later,(the “Deletion Date”), theIndependent Facilitator, the Parties and any Authorized Representatives (and any of their

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associated entities), including without limitation any Retained Experts, who received access to orwho possess any Confidential Trust Data or any excerpts thereof, including without limitationany person or entity that executed a joinder in the form annexed to this Order as Exhibit A.1 orExhibit A.2, shall (i) permanently delete such Confidential Trust Data and any excerpts thereof,without in any way retaining, preserving, or copying the Confidential Trust Data or any excerptsthereof, and (ii) certifyattest in writing to DCPF and the Manville Trustthe declaration specifiedin paragraph 13 that they have permanently deleted such files and any excerpts thereof incompliance with this Order; provided, however, that any such data stored on the IndependentFacilitator’s or a Party’s or Authorized Representative’s back-up computer system for thepurpose of system recovery or information recovery may be deleted after this period when theapplicable back-up copies are deleted in the ordinary course of such Party’s or AuthorizedRepresentative’s operations. 13. Within 30 days after the Deletion Date, the Parties, the Independent Facilitator,and any Authorized Representatives (and any of their associated entities), including withoutlimitation any Retained Experts, who received access to or who possess any Confidential TrustData or any excerpts thereof, shall file a declaration with the Court affirming that it: (a) used anyConfidential Trust Data solely for the Permitted Purposes authorized by this Order, (b) did notshare any Confidential Trust Data with any other person or entity except as authorized by thisOrder or another court order, (c) complied with the restrictions of this Order concerningdisclosure of claimant-specific data, including without limitation the provisions in paragraph10(g), and (d) complied with the requirements in paragraph 12 concerning the deletion of anyConfidential Trust Data.

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14. 13. Subject to the requirements of paragraphs 9 and 10 above, nothing in thisOrder shall restrict any person’s right to make lawful use of: a. any discrete data set or materials that came into the possession of such personlawfully and free of any confidentiality obligation; b. any exhibit or other document that is placed on the public record in thisbankruptcy case in conformity with this Order, or any data or material that is orbecomes publicly available other than by a breach of this Order; orc. any discrete data set or materials developed by or on behalf of such personindependent of any Confidential Trust Data. 15. 14. For the avoidance of doubt, nothing in this Order shall prohibit any Party fromseeking discovery in connection with a Permitted Purpose with respect to any particular BestwallClaimants, including where such Bestwall Claimants are selected using knowledge gained fromthe discovery ordered herein, so long as such discovery requests do not disclose any informationthat is derived solely from or contained exclusively in the Matched Production. 16. 15. The Debtor shall reimburse DCPF and the Manville Trust their reasonable anddocumented expenses in complying with this Order and the subpoenas. DCPF and, the ManvilleTrust, and the Independent Facilitator shall have no liability in connection with their compliancewith this Order or the subpoenas described in this Order. 17. Pursuant to sections 105 and 363(b)(1) of the Bankruptcy Code, the IndependentFacilitator is appointed to fulfill the role described herein. The Debtor is authorized to pay theIndependent Facilitator’s fees and reimburse the Independent Facilitator’s reasonable anddocumented expenses (collectively, the “Facilitator Costs”), without further approval of theCourt. For the avoidance of doubt, the Facilitator Costs shall constitute administrative expenses

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under section 503 of the Bankruptcy Code. The 14-day stay under Bankruptcy Rule 6004(h)applicable to the appointment of the Independent Facilitator under section 363(b)(1) is herebywaived. 18. To the extent of any conflict or inconsistency between the terms of this Order andthe Trust Order, the terms of this Order shall govern. 19. 16. This Court shall retain exclusive jurisdiction to interpret, modify, apply, andenforce this Order to the full extent permitted by law. This Order has been signed United States Bankruptcy Court electronically. The judge’s signature and court’s seal appear at the top of the Order.

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EXHIBIT A.1 TO AMENDEDORDER GRANTING DEBTOR’S MOTION FOR BANKRUPTCY RULE 2004 EXAMINATION OF ASBESTOS TRUSTS AND GOVERNING CONFIDENTIALITY OF INFORMATION PROVIDED IN RESPONSERe: In re Bestwall LLC Case No. 17-BK-31795 (LTB) United States Bankruptcy Court for the Western District of North Carolina Instructions: This joinder must be executed by an authorized representative of anycorporation, partnership, company, or firm required to execute a joinder pursuant toparagraph 10(b) of the above-referenced Order. A C K N O W L E D G E M E N T On behalf of my employer, _____________________________________ [write in nameof employer] (“Employer”), I and Authorized Representatives of Employer may be given accessto Confidential Trust Data. The Confidential Trust Data constitutes confidential and protectedinformation in connection with the above-referenced Amended Order Granting Debtor’s Motionfor Bankruptcy Rule 2004 Examination of Asbestos Trusts and Governing Confidentiality ofInformation Provided in Response (the “Order”), entered by the United States Bankruptcy Courtfor the Western District of North Carolina (the “Bankruptcy Court”) in the above-referencedchapter 11 case. Capitalized terms used in this Acknowledgment but not otherwise definedherein shall have the meanings ascribed to them in the Order. I have read the Order on behalf of Employer as part of performing its duties to___________________________________________________ [name of the Party or otherclient for whom Employer is rendering services in connection with the bankruptcy case]. Iunderstand the conditions and obligations of confidentiality, and use restrictions, that the Ordermakes applicable to the Confidential Trust Data. By my signature below, Employer, for itself andall of its Authorized Representatives who receive access to any Confidential Trust Data, herebyaccepts and agrees to be bound by, and to abide by, those conditions, obligations, andrestrictions. On Employer’s behalf, I represent that Employer has made, or will make the Orderand this joinder known in advance to all of Employer’s Authorized Representatives who are toreceive access to any Confidential Trust Data, so that they will be on notice of Employer’s dutiesin connection therewith and their own responsibilities to ensure compliance with the Order. Employer and its Authorized Representatives will not disclose any Confidential TrustData to any person not authorized by the Order, or further order of the Bankruptcy Court, toreceive such information. They will not use any Confidential Trust Data except in connectionwith a Permitted Purpose (as defined in the Order). Pursuant to paragraph 12 ofBy the OrderDeletion Date, EmployerI will destroy anyConfidential Trust Data within 90 days after the effective date of a confirmed plan for the Debtoror the entry of a final order confirming such a plan, whichever is later, and will promptly certify

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such destruction in writing to counsel of record for DCPF andpursuant to paragraph 12 of theOrder and will file the declaration specified in paragraph 13 of the Manville TrustOrder. Employer and I (in my individual capacity and my capacity as a representative ofEmployer) consent to the exclusive jurisdiction and venue of the Bankruptcy Court for any actionto interpret, apply, and enforce the terms of the Order and this joinder. I represent that I am duly authorized to execute this joinder on behalf of Employer. By: Print Name: Title: Employer: Address: Dated: Relationship to Employer:

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EXHIBIT A.2 TO AMENDED ORDER GRANTING DEBTOR’S MOTION FOR BANKRUPTCY RULE 2004 EXAMINATION OF ASBESTOS TRUSTS AND GOVERNING CONFIDENTIALITY OF INFORMATION PROVIDED IN RESPONSERe: In re Bestwall LLC Case No. 17-31795 (LTB) United States Bankruptcy Court for the Western District of North Carolina Instructions: This joinder must be executed by any individual required to execute a joinder inhis or her individual capacity pursuant to paragraph 10(b) of the above-referenced Order. A C K N O W L E D G E M E N T I may be given access to certain confidential and protected information in connectionwith the above-referenced Amended Order Granting Debtor’s Motion for Bankruptcy Rule 2004Examination of Asbestos Trusts and Governing Confidentiality of Information Provided inResponse (the “Order”), entered by the United States Bankruptcy Court for the Western Districtof North Carolina (the “Bankruptcy Court”) in the above-referenced chapter 11 case. I have read the Order. Capitalized terms used in this joinder but not otherwise definedherein shall have the meanings ascribed to them in the Order. I understand the conditions andobligations of confidentiality, and use restrictions, that the Order makes applicable to theConfidential Trust Data and hereby accept and agree to be bound by, and to abide by, thoseconditions, obligations, and restrictions. I will not disclose any Confidential Trust Data to any person not authorized by the Order,or further order of the Bankruptcy Court, to receive such information. I will not use anyConfidential Trust Data except in connection with a Permitted Purpose (as defined in the Order). Pursuant to paragraph 12 ofBy the OrderDeletion Date, I will destroy any ConfidentialTrust Data within 90 days after the effective date of a confirmed plan for the Debtor or the entryof a final order confirming such a plan, whichever is later, and will promptly certify suchdestruction in writing to counsel of record for DCPF andpursuant to paragraph 12 of the Orderand will file the declaration specified in paragraph 13 of the Manville TrustOrder.

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I consent to the exclusive jurisdiction and venue of the Bankruptcy Court for anyaction to interpret, apply, and enforce the terms of this Order and this joinder. By: Print Name: Title: Employer: Address: Dated:

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EXHIBIT H

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Andrew Zollinger, State Bar No. 24063944 Thomas R. Califano (admitted pro hac vice) andrew.zollinger@dlapiper.com Dienna Corrado (admitted pro hac vice) DLA Piper LLP (US) thomas.califano@dlapiper.com 1717 Main Street, Suite 4600 dienna.corrado@dlapiper.com Dallas, Texas 75201-4629 DLA Piper LLP (US) Telephone: (214) 743-4500 1251 Avenue of the Americas Facsimile: (214) 743-4545 New York, New York 10020-1104 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 Counsel For The Debtors Daniel M. Simon (admitted pro hac vice) daniel.simon@dlapiper.com DLA Piper LLP (US) One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia 30309 Telephone: (404) 736-7800 Facsimile: (404) 682-7800 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § 4 West Holdings, Inc. et al.,1 § Case No. 18-30777 (HDH) § Debtors. § (Jointly Administered) DEBTORS’ MOTION FOR AN ORDER APPROVING ENTRY INTO AGREEMENT APPOINTING AN INDEPENDENT DIRECTOR OF 4 WEST HOLDINGS, INC. THE DEBTORS SEEK EXPEDITED CONSIDERATION OF THIS MOTION. IF THIS RELIEF IS GRANTED, A HEARING WILL BE CONDUCTED ON THIS MATTER ON MAY 8, 2018 AT 1:30 P.M. (CENTRAL DAYLIGHT TIME) AT THE UNITED STATES BANKRUPTCY COURT, EARLE CABELL FEDERAL BUILDING, 1100 COMMERCE ST., 14TH FLOOR, COURTROOM 3, DALLAS, TX 75242-1496. IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. EXPEDITED CONSIDERATION OF THIS MOTION HAS BEEN REQUESTED AND, UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT SO THAT IT IS RECEIVED BY MAY 7, 2018 AT 12:00 PM (CDT). YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. 1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, is attached hereto as Exhibit A.

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The above-captioned debtors (collectively, the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) hereby submit this motion (the “Motion”), pursuant to sections 105(a) and 363 of title 11 of the United State Code (the “Bankruptcy Code”), for entry of an order, substantially in the form attached hereto as Exhibit B (the “Proposed Order”), requesting that the Court authorize and approve the Debtors’ entry into that certain Independent Director Agreement (the “Agreement”) appointing Mr. John Brecker of Drivetrain Advisors, LLC (“Mr. Brecker”) as an independent director of Debtor 4 West Holdings, Inc. (“Holdings”). In support of this Motion, the Debtors respectfully represent as follows: JURISDICTION 1. The Court has jurisdiction over the Debtors, their estates, and this matter under 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b)(2). 2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory bases for the relief requested herein are sections 105(a) and 363 of the Bankruptcy Code. BACKGROUND I. General Background 3. On March 6, 2018 (the “Petition Date”), each Debtor filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code commencing these chapter 11 cases (the “Chapter 11 Cases”). 4. The Debtors continue to operate their businesses and manage their properties as debtors in possession under sections 1107(a) and 1108 of the Bankruptcy Code. 5. On March 16, 2018, the office of the U.S. Trustee appointed the official committee of unsecured creditors (the “Committee”) in these Chapter 11 Cases.

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6. Additional information regarding the Debtors and these Chapter 11 Cases, including the Debtors’ business operations, capital structure, financial condition, and the reasons for and objectives of these Chapter 11 Cases, is set forth in the Declaration of Louis E. Robichaux IV in Support of Chapter 11 Petitions and First Day Pleadings [Dkt. No. 19] (the “First Day Declaration”) filed on March 6, 2018.2 II. Events Leading Up To This Motion 7. On March 13, 2018, the Debtors filed the Motion of the Debtors for Entry of an Order (A) Approving the Settlement and Compromise of Certain Claims Pursuant to a Settlement Agreement; and (B) Granting Related Relief [Docket No. 101] (the “Settlement Motion”) which, among other things, requests an order from the Court approving a settlement and compromise between the Debtors and the Omega Parties (as defined in the Settlement Motion). 8. On March 16, 2018, the Debtors filed the Combined Motion of the Debtors for Entry of Orders (A) Approving (1) Plan Funding Commitment and Stock Purchase Agreement with Plan Sponsor, (2) Stalking Horse Bid Protections, (3) Bidding and Auction Procedures Governing Submission and Consideration of Competing Plan Sponsorship Proposals, and (4) the Form and Manner of Notice Thereof, and (B) Approving (1) Disclosure Statement, (2) Determining Dates, Procedures, and Forms Applicable to Solicitation Process, (3) Establishing Vote Tabulation Procedures, and (4) Establishing Objection Deadline and Scheduling Plan Confirmation Hearing [Docket No. 110] (the “Bid Procedures Motion”) which, among other things, requests approval of the Plan Funding Commitment and Stock Purchase Agreement, as 2 Capitalized terms not otherwise defined herein shall carry the meaning ascribed to such terms in the First Day Declaration.

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well as certain bidding procedures in connection with the marketing of the plan sponsor rights.3 A hearing on the Settlement Motion and Bid Procedures Motion was held on April 16-17, 2018 (the “Hearing”), which was subsequently continued to May 8, 2018. 9. In the Committee’s omnibus objection to, among other things, the Settlement Motion and Bid Procedures Motion [Docket No. 207] (the “Omnibus Objection”), the Committee raised certain concerns—concerns the Debtors believe are wholly unfounded—with respect to the Debtors’ proposed marketing and plan sponsorship process (as further set forth in the Bid Procedures Motion). 10. Despite the Committee’s innuendos, the Debtors remain convinced that they have in all respects acted reasonably and in accordance with their fiduciary duties. The Debtors’ marketing process was proposed in good faith, after months of serious negotiations with major constituents, and, in the Debtors’ business judgment, is the best path forward to maximize the value of the Debtors’ estates. III. Proposed Appointment of Independent Director 11. Nevertheless, contemporaneously herewith, the Debtors have filed a supplement to the Bid Procedures Motion, setting forth voluntary additional disclosures and safeguards undertaken by the Debtors in connection with the marketing process (the “Supplement”). As disclosed in the Supplement, the Debtors interviewed prospective candidates to serve as an independent director of Holdings, and be charged with oversight duties and decision-making authority in connection with the plan and marketing process. On April 27, 2018, the Debtors identified Mr. John Brecker, chief executive officer of Drivetrain Advisors, LLC, as an 3 The Bid Procedures Motion also seeks a separate order on approval of the Debtors’ Disclosure Statement and related solicitation procedures; the objection deadline with respect to the approval of the Disclosure Statement is May 22, 2018. The hearing to consider approval of the Disclosure Statement is set for May 30, 2018.

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individual with extensive experience both in terms of restructuring expertise and board involvement. Mr. Brecker’s curriculum vitae is attached hereto as Exhibit C. 12. On April 27, 2018, the Debtors intend to enter an Independent Director Agreement (the “Agreement”) by and between Holdings and Mr. Brecker, substantially in the form attached hereto as Exhibit D. Under the Agreement, Mr. Brecker would independently oversee, and make decisions in connection with, the Debtors’ marketing and plan sponsorship process or any other matter which could be deemed to create a conflict or potential conflict. He would also serve as the sole member of the Debtors’ Special Restructuring Committee, replacing Mr. Eric Roth. 13. In exchange for Mr. Brecker’s services, the Debtors would pay Mr. Brecker a monthly fee of $12,500, provided that the minimum aggregate payments to Mr. Brecker will total no less than $75,000. The Debtors would also provide Mr. Brecker with certain indemnification rights, all as further set forth in the Agreement. RELIEF REQUESTED 14. By this Motion, the Debtors request entry of the Proposed Order approving the Agreement and appointing Mr. Brecker as an independent director of Holdings. BASIS FOR RELIEF REQUESTED 15. Out of an abundance of caution, the Debtors seek approval of the Agreement to appoint Mr. Brecker as independent director of Holdings pursuant to sections 105(a) and 363 of the Bankruptcy Code. 16. Under applicable case law, in this and other jurisdictions, if a debtor’s proposed use of its assets pursuant to section 363(b) of the Bankruptcy Code represents a reasonable exercise of the debtor’s business judgment, such use should be approved. See United Retired

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Pilots Benefit Prot. Ass’n v. United Airlines, Inc. (In re UAL Corp.), 443 F.3d 565, 571 (7th Cir. 2006); Fulton State Bank v. Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1991); see also In re Delaware & Hudson Ry. Co., 124 B.R. 169, 175-76 (D. Del. 1991) (noting that courts have applied the “sound business purpose” test to evaluate motions brought pursuant to section 363(b) of the Bankruptcy Code); Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1071 (2d Cir. 1983) (“The rule we adopt requires that a judge determining a § 363(b) application expressly find from the evidence presented before him at the hearing a good business reason to grant such an application.”). 17. Moreover, under section 105(a) of the Bankruptcy Code, this Court may issue an order “that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code].” 11 U.S.C. § 105. 18. For all of the reasons stated herein and in the Supplement, the Debtors respectfully submit that the appointment of Mr. Brecker is reasonable and in the best interests of the Debtors, their estates, and their creditors. Accordingly, the Debtors request that the Court approve entry into the Agreement appointing Mr. Brecker as an independent director for Holdings upon the terms and conditions set forth herein and in the Agreement. DISCLOSURES AND DISINTERESTEDNESS 19. Although not a “professional” whose retention is required under section 327 of the Bankruptcy Code, Mr. Brecker nonetheless undertook to determine whether he had any conflicts or other relationships that might cause him to hold or represent an interest adverse to the Debtors.4 Based on his review of the parties in interest supplied to him by the Debtors, Mr. 4 The Debtors do not believe that Mr. Brecker is a “professional” whose engagement is subject to approval under section 327 of the Bankruptcy Code. Nevertheless, based on Mr. Brecker’s representations to the Debtors, the Debtors have concluded that Mr. Brecker is a “disinterested” person as that term is defined in section 101(14) of the Bankruptcy Code.

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Brecker has confirmed that he does not have any conflicts with or prior connections to the Debtors, their creditors, or other interested parties in these Chapter 11 Cases. WAIVER OF STAY UNDER BANKRUPTCY RULE 6004(h) 20. The Debtors also request that the Court waive the stay imposed by Bankruptcy Rule 6004(h). Rule 6004(h) provides that “[a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise.” Fed. Bankr. R. P. 6004(h). As described above, the Debtors are seeking approval of the appointment of an independent director on shortened notice so that the Motion and the Bid Procedures Motion are heard contemporaneously at the hearing on May 8, 2018. Accordingly, the Debtors respectfully request that the Court waive the 14-day stay imposed by Bankruptcy Rule 6004(h) as the exigent nature of the relief sought herein justifies immediate relief. NOTICE 21. Notice of this Motion shall be provided to: (a) U.S. Trustee; (b) the Office of the Attorney General of the states in which the Debtors operate Facilities; (c) counsel for the Committee; (d) counsel to OHI Asset RO, LLC and the DIP Lender; (e) the Internal Revenue Service; (f) the Department of Medicaid, Department of Health, and Division of Health Services Regulation in each state in which the Debtors operate facilities; and (g) those parties who have requested notice pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that such notice is sufficient and that no further notice of this Motion is required.

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CONCLUSION WHEREFORE, the Debtors respectfully request that the Court authorize the Debtors to enter into the Agreement and grant such other and further relief as the Court may deem just and proper. Dated: April 30, 2018 Respectfully submitted, Dallas, Texas DLA PIPER LLP (US) /s/ Andrew Zollinger Andrew Zollinger, State Bar No. 24063944 DLA Piper LLP (US) 1717 Main Street, Suite 4600 Dallas, Texas 75201-4629 Telephone: (214) 743-4500 Facsimile: (214) 743-4545 Email: andrew.zollinger@dlapiper.com -and- Thomas R. Califano (admitted pro hac vice) Dienna Corrado (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 Email: thomas.califano@dlapiper.com dienna.corrado@dlapiper.com -and- Daniel M. Simon (admitted pro hac vice) One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia 30309 Telephone: (404) 736-7800 Facsimile: (404) 682-7800 Email: daniel.simon@dlapiper.com Counsel for the Debtors

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The following constitutes the ruling of the court and has the force and effect therein described. Signed May 14, 2018 United States Bankruptcy Judge ______________________________________________________________________IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § 4 West Holdings, Inc. et al.,1 § Case No. 18-30777 (HDH) § Debtors. § (Jointly Administered) ORDER GRANTING DEBTORS’ MOTION FOR AN ORDER APPROVING ENTRY INTO AGREEMENT APPOINTING AN INDEPENDENT DIRECTOR OF 4 WEST HOLDINGS, INC. Upon the motion (the “Motion”) of the Debtors for entry of an order, pursuant to sections 105(a) and 363 of the Bankruptcy Code, requesting that the Court approve the Agreement2 appointing Mr. John Brecker as an independent director of Debtor 4 West Holdings, Inc., as more 1 A list of the Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s federal tax identification number, is attached hereto as Exhibit A. 2 Capitalized terms used herein, but not otherwise defined, have the meaning given to them in the Motion.

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fully set forth in the Motion; and it appearing that the Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. §§ 1334(b) and 157; and it appearing that venue of the Chapter 11 Cases and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that this Court may enter a final order consistent with Article III of the United States Constitution; and it appearing that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, their creditors, and all other parties in interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is GRANTED as set forth herein. 2. Pursuant to section 105(a) and 363 of the Bankruptcy Code, the Debtors are authorized to enter into the Agreement and appoint Mr. Brecker as an independent director of Holdings pursuant to the terms set forth in the Agreement. 3. The Debtors are authorized to make any payments required pursuant to the terms set forth in the Agreement. 4. The Debtors are authorized to indemnify Mr. Brecker on the terms set forth in the Agreement. 5. The 14-day stay under Bankruptcy Rule 6004(h) is hereby waived. 6. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this order in accordance with the Motion .

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7. This Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this order. # # # End of Order # # # Order submitted by: DLA PIPER LLP (US) /s/ Andrew Zollinger Andrew Zollinger, State Bar No. 24063944 DLA Piper LLP (US) 1717 Main Street, Suite 4600 Dallas, Texas 75201-4629 Telephone: (214) 743-4500 Facsimile: (214) 743-4545 Email: andrew.zollinger@dlapiper.com -and- Thomas R. Califano (admitted pro hac vice) Dienna Corrado (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 Email: thomas.califano@dlapiper.com dienna.corrado@dlapiper.com -and- Daniel M. Simon (admitted pro hac vice) One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia 30309 Telephone: (404) 736-7800 Facsimile: (404) 682-7800 Email: daniel.simon@dlapiper.com Counsel for the Debtors

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Exhibit A (Sorted Alphabetically)
Table 1 on page 145. Back to List of Tables
Debtor Name Case No. EIN
1. 4 West Holdings, Inc. 18-30777 9732
2. 4 West Investors, LLC 18-30778 6021
3. Aiken RE, LLC 18-30850 1814
4. Ambassador Rehabilitation and Healthcare Center, LLC 18-30879 1636
5. Anchor Rehabilitation and Healthcare Center of Aiken, LLC 18-30868 9448
6. Anderson RE TX, LLC 18-30774 3630
7. Anderson RE, LLC 18-30861 1806
8. Ark II Real Estate, LLC 18-30840 3628
9. Ark III Real Estate, LLC 18-30847 0121
10. Ark Mississippi Holding Company, LLC 18-30788 3765
11. Ark Real Estate, LLC 18-30809 6014
12. Ark South Carolina Holding Company, LLC 18-30856 0002
13. Ark Texas Holding Company, LLC 18-30806 3739
14. Battle Ground RE, LLC 18-30825 1818
15. Brushy Creek Rehabilitation and Healthcare Center, LLC 18-30884 3292
16. Bryan RE, LLC 18-30775 3633
17. Burleson RE, LLC 18-30759 1777
18. Capstone Rehabilitation and Healthcare Center, LLC 18-30878 7871
19. Charlottesville Pointe Rehabilitation and Healthcare Center,
LLC
18-30801 4467
20. Charlottesville RE, LLC 18-30829 0836
21. Cleveland RE, LLC 18-30811 6013
22. Clinton RE, LLC 18-30812 8109
23. Cobblestone Rehabilitation and Healthcare Center, LLC 18-30869 1612
24. Collierville RE, LLC 18-30841 8845
25. Columbia RE, LLC 18-30815 8838
26. Columbia Rehabilitation and Healthcare Center, LLC 18-30795 6772
27. Comfort RE, LLC 18-30764 1902
28. Connersville RE, LLC 18-30833 9824
29. Corinth RE, LLC 18-30814 1777
30. Cornerstone Rehabilitation and Healthcare Center, LLC 18-30800 8841
31. Crystal Rehabilitation and Healthcare Center, LLC 18-30807 8842
32. Delta Rehabilitation and Healthcare Center of Cleveland,
LLC
18-30792 7212
33. Descending Dove, LLC 18-30842 8081
34. Diboll RE, LLC 18-30766 1939
35. Easley RE II, LLC 18-30857 1819
36. Easley RE, LLC 18-30854 1817
37. Edgefield RE, LLC 18-30836 3574
38. Farmville RE, LLC 18-30831 3442
39. Farmville Rehabilitation and Healthcare Center, LLC 18-30804 4464
40. Fleetwood Rehabilitation and Healthcare Center, LLC 18-30888 9615
41. Fortress Health & Rehab of Rock Prairie, LLC 18-30765 1314
42. Granbury RE, LLC 18-30769 1999

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Table 1 on page 146. Back to List of Tables
Debtor Name Case No. EIN
43. Great Oaks RE, LLC 18-30819 1731
44. Great Oaks Rehabilitation and Healthcare Center, LLC 18-30780 4357
45. Greenville RE II, LLC 18-30846 1798
46. Greenville RE, LLC 18-30843 1797
47. Greenville Rehabilitation and Healthcare Center, LLC 18-30882 3920
48. Greenwood RE, LLC 18-30816 1654
49. Greer RE, LLC 18-30839 1795
50. Greer Rehabilitation and Healthcare Center, LLC 18-30859 9462
51. Grenada RE, LLC 18-30821 1623
52. Grenada Rehabilitation and Healthcare Center, LLC 18-30786 8843
53. Heritage Park Rehabilitation and Healthcare Center, LLC 18-30787 9055
54. Hillsville RE, LLC 18-30834 2195
55. Hillsville Rehabilitation and Healthcare Center, LLC 18-30808 4463
56. Holly Lane Rehabilitation and Healthcare Center, LLC 18-30797 9103
57. Holly RE, LLC 18-30830 1816
58. Holly Springs RE, LLC 18-30823 1559
59. Holly Springs Rehabilitation and Healthcare Center, LLC 18-30789 6524
60. Indianola RE, LLC 18-30822 6022
61. Indianola Rehabilitation and Healthcare Center, LLC 18-30779 7203
62. Italy RE, LLC 18-30761 2086
63. Iva RE, LLC 18-30852 1801
64. Iva Rehabilitation and Healthcare Center, LLC 18-30874 0384
65. Johns Island Rehabilitation and Healthcare Center, LLC 18-30891 4898
66. Joy of Bryan, LLC 18-30837 4072
67. Lampstand Health & Rehab of Bryan, LLC 18-30767 2002
68. Linley Park Rehabilitation and Healthcare Center, LLC 18-30890 0525
69. Macon Rehabilitation and Healthcare Center, LLC 18-30880 9644
70. Magnified Health & Rehab of Anderson, LLC 18-30773 9060
71. Manna Rehabilitation and Healthcare Center, LLC 18-30863 9441
72. Marietta RE, LLC 18-30867 1809
73. McCormick RE, LLC 18-30864 1808
74. McCormick Rehabilitation and Healthcare Center, LLC 18-30873 3193
75. Memphis RE, LLC 18-30844 8846
76. Midland RE, LLC 18-30832 5138
77. Midland Rehabilitation and Healthcare Center, LLC 18-30799 9679
78. Moultrie RE, LLC 18-30848 9943
79. Mountain View Rehabilitation and Healthcare Center, LLC 18-30798 9227
80. Natchez RE, LLC 18-30818 6019
81. Natchez Rehabilitation and Healthcare Center, LLC 18-30803 6773
82. New Ark Master Tenant, LLC 18-30885 7893
83. New Ark Operator Holdings, LLC 18-30893 7623
84. New Redeemer Health & Rehab of Pickens, LLC 18-30881 5321
85. Olive Leaf Holding Company, LLC 18-30845 0129
86. Olive Leaf, LLC 18-30866 0001
87. Omega Health & Rehab of Greenville, LLC 18-30870 9461
88. Orianna Health Systems, LLC 18-30785 5160
89. Orianna Holding Company, LLC 18-30784 1323

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Table 1 on page 147. Back to List of Tables
Debtor Name Case No. EIN
90. Orianna Investment, Inc. 18-30781 1141
91. Orianna SC Operator Holdings, Inc. 18-30871 0383
92. Palladium Hospice and Palliative Care, LLC 18-30887 1873
93. Patewood Rehabilitation and Healthcare Center, LLC 18-30865 9457
94. Picayune RE, LLC 18-30827 9749
95. Picayune Rehabilitation and Healthcare Center, LLC 18-30793 9183
96. Pickens RE II, LLC 18-30862 1823
97. Pickens RE, LLC 18-30860 1821
98. Piedmont RE, LLC 18-30849 1800
99. Poinsett Rehabilitation and Healthcare Center, LLC 18-30876 0713
100. Poplar Oaks Rehabilitation and Healthcare Center, LLC 18-30813 4771
101. Portland RE, LLC 18-30826 1822
102. Provo RE, LLC 18-30835 3568
103. Rainbow Rehabilitation and Healthcare Center, LLC 18-30802 4772
104. River Falls Rehabilitation and Healthcare Center, LLC 18-30886 9788
105. Riverside Rehabilitation and Healthcare Center, LLC 18-30883 3951
106. Rock Prairie RE, LLC 18-30772 3636
107. Rocky Mount RE, LLC 18-30838 5904
108. Rocky Mount Rehabilitation and Healthcare Center, LLC 18-30810 4466
109. Roy RE, LLC 18-30817 5142
110. Scepter Rehabilitation and Healthcare Center, LLC 18-30872 1630
111. Scepter Senior Living Center, LLC 18-30875 1621
112. Simpsonville RE II, LLC 18-30858 1804
113. Simpsonville RE, LLC 18-30855 1802
114. Simpsonville Rehabilitation and Healthcare Center, LLC 18-30889 3564
115. Snellville RE, LLC 18-30851 9933
116. Southern Oaks Rehabilitation and Healthcare Center, LLC 18-30877 1141
117. The Bluffs Rehabilitation and Healthcare Center, LLC 18-30796 9314
118. The Ridge Rehabilitation and Healthcare Center, LLC 18-30892 1456
119. Trinity Mission Health & Rehab of Connersville, LLC 18-30805 8787
120. Trinity Mission of Burleson, LLC 18-30762 2585
121. Trinity Mission of Comfort, LLC 18-30763 2573
122. Trinity Mission of Diboll, LLC 18-30768 2581
123. Trinity Mission of Granbury, LLC 18-30771 2582
124. Trinity Mission of Italy, LLC 18-30760 2576
125. Trinity Mission of Winnsboro, LLC 18-30776 2583
126. Utah Valley Rehabilitation and Healthcare Center, LLC 18-30782 9661
127. Vicksburg RE, LLC 18-30828 0150
128. Victory Rehabilitation and Healthcare Center, LLC 18-30794 9485
129. Wadesboro RE, LLC 18-30853 9929
130. Wide Horizons RE, LLC 18-30820 5144
131. Wide Horizons Residential Care Facility, LLC 18-30790 9387
132. Winnsboro RE, LLC 18-30770 2134
133. Woodlands Rehabilitation and Healthcare Center, LLC 18-30791 9127
134. Yazoo City RE, LLC 18-30824 8844
135. Yazoo City Rehabilitation and Healthcare Center, LLC 18-30783 7216

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EXHIBIT I

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE K In re: Chapter 11 NATROL, INC., et al., Case No. 14-11446 (BLS) Debtors.' (Jointly Administered) Re: Docket Nos. 248 and 302 ORDER, PURSUANT TO SECTIONS 105(a) AND 363 OF THE BANKRUPTCY CODE, APPOINTING HOBART TRUESDELL AS AN INDEPENDENT DIRECTOR OF EACH OF THE DEBTORS Upon the motion (the "Motion")2 of the Debtors for entry of an order, pursuant to sections 105(a) and 363 of the Bankruptcy Code, requesting that the Court appoint Hobart Truesdell as an independent director of each of the Debtors, as more fully set forth in the Motion; and it appearing that the Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. §§ 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and it appearing that venue of the Chapter 11 Cases and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that this Court may enter a final order consistent with Article III of the United States Constitution; and it appearing that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and this Court finding that Hobart Truesdell is a "disinterested person," as defined in section 101(14) The Debtors in these chapter cases and the last four digits of each Debtor's taxpayer identification number are as follows: Natrol, Inc. (0780); Natrol Holdings, Inc. (4614); Natrol Products, Inc. (7823); Natrol Direct, Inc. (5090); Natrol Acquisition Corp. (3765); Prolab Nutrition, Inc. (3283); and Medical Research Institute (2825). The Debtors' principal offices are located at 21411 Prairie Street, Chatsworth CA 91311. 2 Capitalized terms used herein, but not otherwise defined, have the meaning given to them in the Motion. 01 15765631 3

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of the Bankruptcy Code; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, their creditors, and all other parties-in-interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is GRANTED as set forth herein. 2. Pursuant to section 105(a) and 363 of the Bankruptcy Code, and in accord with section 303 and 1400 of the DGCL and CCC respectively, Mr. Truesdell is appointed as an independent director of each of the Debtors. 3. The Debtors are authorized and directed to make any payments required pursuant to the terms set forth in the Motion. 4. The Debtors are permitted and directed to indemnify Mr. Truesdell on the same terms as provided to the Debtors' other officers and directors under the corporate bylaws and applicable state law, along with insurance coverage under the Debtors' D&O policy. 5. The Debtors are authorized and directed to provide Mr. Truesdell with the Retainer as set forth in the Motion. 6. If Mr. Truesdell at any point during the Chapter 11 Cases deems it necessary to move for the retention of a financial advisory firm, he shall do so pursuant to a separate retention application with notice of the proposed retention provided in accordance with Bankruptcy Rules 2002 and Local Rule 2002-1(b). 7. Notwithstanding anything to the contrary in the Motion, (i) Mr. Truesdell's appointment as an independent director of each of the Debtors includes the authority and the responsibility to act or to refrain from acting as more fully set forth in Paragraphs 6.b, 01 15765631 3 2

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7.a, and 10.c(iii) of the Settlement Agreement; and (ii) nothing in this order will limit or restrict the rights of Cerberus or the Committee vis-a-vis Mr. Truesdell under the Settlement Agreement, including, without limitation, pursuant to Paragraphs 6.b, 6.c, 7.a, 7.b, 10.a(i), and 10.c(iii) thereof. For the avoidance of doubt, nothing in this order is intended to or shall alter or modify the respective rights or obligations of any party under the Settlement Agreement. 8. The Debtors are authorized and directed to take all actions necessary or appropriate to effectuate the relief granted pursuant to this order. 9. This Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this order. Dated: LLA , 2014 V min*n, Delaware BRENDAN LINEHAN SHANNON CHIEF UNITED STATES BANKRUPTCY JUDGE 01 15765631 3

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