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Full title: Emergency Motion/Debtor's Emergency Motion to Enforce PIQ Order and Automatic Stay. filed by Garland S. Cassada on behalf of Bestwall LLC. (Cassada, Garland) (Entered: 06/23/2021)

Document posted on Jun 22, 2021 in the bankruptcy, 73 pages and 0 tables.

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The Court entered its PIQ Order on March 23, 2021.4 The PIQ Order requires Pending Mesothelioma Claimants to “complete and return the Questionnaire” no later than July 26, 2021.On March 26, 2021, as required by the PIQ Order, the claims agent served the Questionnaire and PIQ Order by first class U.S. mail on more than 800 law firms that either represent known potential Pending Mesothelioma Claimants (as defined in the PIQ Order) or 4 Based on a modification to the PIQ Motion requested by the ACC and accepted by the Debtor at the January 21, 2021 hearing, the definition of “Pending Mesothelioma Claimants” in the PIQ Order is narrower than the definition contained in the PIQ Motion, and extends only to “Every person who alleges a claim against Bestwall based on a diagnosis of mesothelioma on or before May 1, 2020 that arose, in whole or in part, from alleged exposure to joint compound products that (a) contained asbestos either as a constituent ingredient or an alleged contaminant and (b) were manufactured and sold by the Debtor or its predecessors (including the former Georgia-Pacific LLC (“Old GP”)) on or before December 31, 1977.”See, e.g., Complaint ¶ 40 (recognizing that PIQ Order requires relief from order to be sought in this Court).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 non-debtor affiliate, Georgia-Pacific LLC; (e) the Illinois Law Firms and Illinois Claimants; and (f) the other parties on the Service List established by the Case Management Order.Before the Bestwall bankruptcy, Plaintiffs (many of them Illinois residents) sued Georgia-Pacific in separate Illinois state court cases.

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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 ENFORCE PIQ ORDER AND AUTOMATIC STAY Debtor Bestwall LLC (“Bestwall” or the “Debtor”) brings this motion (the “Motion”) on an emergency basis to enforce the Court’s Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants and Governing the Confidentiality of Responses (Dkt. 1670) (the “PIQ Order”) and the automatic stay under 11 U.S.C. § 362(a). On June 22, 2021, counsel for the Debtor received via email notice of a lawsuit (the “Illinois Lawsuit”) filed by thirteen asbestos claimants (together, the “Illinois Claimants”) against the Debtor in the United States District Court for the Southern District of Illinois (the “Illinois Court”). The lawsuit mounts a collateral attack on this Court’s PIQ Order. It seeks to have the Illinois Court “declare the PIQs violative of the federal rules and Plaintiffs’ due process rights” and “enjoin Bestwall from attempting to enforce compliance with the PIQs.” Complaint ¶ 4 (attached as Exhibit A). The Illinois Claimants also filed a motion in the Illinois Court (the “PI Motion,” attached as Exhibit B) seeking a preliminary injunction enjoining Bestwall from enforcing the Questionnaire ordered by this Court, and requested an expedited hearing on that injunctive relief (motion for expedited hearing attached as Exhibit C). 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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The Illinois Claimants are apparently represented (in their claims against the Debtor in this bankruptcy case) by four law firms (together, the “Illinois Law Firms”), three of which represent claimants on the Official Committee of Asbestos Personal Injury Claimants in this case (the “ACC”) (see Exhibit D, containing declarations from counsel attached to the complaint).2 The lawsuit and PI Motion repeat arguments this Court has already heard and overruled: namely, that the Debtor should be required to issue subpoenas to each of the claimants subject to the Questionnaire (subpoenas which those claimants apparently would then move to quash in their home districts), and that this Court lacked authority to issue the Questionnaire under Bankruptcy Rule 2004. The four Illinois Law Firms are not strangers to this Court. All have had attorneys admitted pro hac vice on behalf of their asbestos personal injury clients in this case; three serve on the ACC; and three appeared in this Court on behalf of the Illinois Claimants and other clients with respect to the PIQ Motion and made the same arguments they now press in the Illinois Lawsuit, all of which this Court overruled. Two of the Illinois Law Firms then appealed to the District Court, where Judge Conrad denied the ACC leave to appeal and affirmed the PIQ Order. Dissatisfied with the rulings of this Court and the District Court, the Illinois Law Firms now seek a third bite at the apple, and to have a court in another circuit overrule this Court. The Debtor brings this Motion on an emergency basis because the Illinois Lawsuit seeks to undermine this Court’s PIQ Order, the estimation proceeding this Court has ordered, and the 2 The three Illinois Law Firms representing ACC members are Maune, Raichle, Hartley, French & Mudd, LLC (“Maune Raichle”); The Gori Law Firm (“Gori”); and Cooney & Conway (“Cooney”). See Order Appointing Official Committee of Asbestos Claimants (Dkt. 97). The ACC members themselves are not among the Illinois Claimants. The fourth Illinois Law Firm is Simmons Hanly Conroy (“Simmons Hanly”). Together these four firms represent hundreds of Pending Mesothelioma Claimants against the Debtor. The Illinois Lawsuit does not explain why only thirteen of those claimants are included in the lawsuit. The Debtor believes the Illinois Lawsuit may be intended as a test case that the Illinois Law Firms (and perhaps other law firms) would then invoke to avoid answering Questionnaires for all of their hundreds of clients. Two other law firms represent the Illinois Claimants in the Illinois Lawsuit but do not to Debtor’s knowledge represent the Illinois Claimants in this bankruptcy case.

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orderly progress of this bankruptcy case. As an immediate matter, the Debtor faces the prospect of having to respond on an expedited basis to a lawsuit in Illinois that seeks to relitigate matters this Court has already adjudicated and that are currently the subject of an attempted appeal pending in the District Court. The lawsuit was filed by thirteen claimants who (as described below) are undoubtedly bound by the PIQ Order. The Illinois Lawsuit violates the PIQ Order, which requires Pending Mesothelioma Claimants to submit Questionnaire responses by July 26, and requires any person seeking a modification of the PIQ Order to make a motion in this Court—not file a new lawsuit in another jurisdiction. Equally important, the Illinois Lawsuit could lay the groundwork for further attacks on the PIQ Order by the claimant constituencies in this case. The Illinois Lawsuit, filed against the Debtor by individuals who assert pre-petition claims, also violates the automatic stay, and the Illinois Claimants did not seek stay relief before filing the Illinois Lawsuit. Accordingly, the Debtor respectfully requests that the Court enter an order (substantially in the form attached as Exhibit E) finding that the Illinois Claimants are bound by the PIQ Order and that the Illinois Lawsuit violates the PIQ Order and the automatic stay, and ordering the Illinois Claimants and Illinois Law Firms to show cause why they should not be held in contempt for violating the PIQ Order and automatic stay. Relevant Background 1. The Debtor filed its Motion for Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants (Dkt. 1236) (the “PIQ Motion”) on July 30, 2020. The PIQ Motion sought discovery of basic information from Pending Mesothelioma Claimants (including information about their mesothelioma diagnoses, their exposures to asbestos, their alleged damages, and their claims

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against other parties) through the form of a questionnaire (the “Questionnaire”). “Pending Mesothelioma Claimants” were defined in the PIQ Motion as “every person who alleges a claim against Bestwall based on a diagnosis of mesothelioma on or before May 1, 2020 allegedly caused by asbestos-containing products for which Bestwall is (or previously Old GP was) responsible.” PIQ Motion ¶ 2. 2. The Debtor (through the claims and noticing agent appointed in this case) provided notice of the PIQ Motion to Pending Mesothelioma Claimants by first class U.S. mail on law firms representing known Pending Mesothelioma Claimants (as well as by electronic mail to some law firms). Affidavit of Service (Dkt. 1251). This mode of service complied with the Court’s Order (I) Authorizing the Debtor to File a List of the Top Law Firms With Asbestos Cases Against the Debtor In Lieu of the List of 20 Largest Unsecured Creditors; (II) Approving Certain Notice Procedures for Asbestos Claimants; and (III) Approving the Form and Manner of Notice of Commencement of This Case (Dkt. 67) (the “Notice Order”), which provides that the “Debtor is authorized to serve all notices, mailings, filed documents and other communications relating to the above-captioned chapter 11 case on the Asbestos Claimants in care of their counsel . . . at such counsel’s address, including e-mail address.” Id. ¶ 4.3 3. The PIQ Motion thus was served on the Illinois Claimants via their law firms. Dkt. 1251. The Illinois Claimants then received notice of several other pleadings relating to the PIQ Motion, also through their law firms. Dkt. 1362 (affidavit of service for Debtor’s reply in support of PIQ Motion); Dkt. 1572 (affidavit of service for Debtor’s supplemental reply in support of PIQ Motion); Dkt. 1630 (affidavit of service for Debtor’s supplemental brief on discovery and limiting motions). 3 The Illinois Law Firms were served with notice of both the Notice Order and the motion seeking entry of the Notice Order. Dkt. 52; Dkt. 105.

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4. In addition, lawyers from each of the Illinois Law Firms have been admitted pro hac vice in this Court. See Motion for Admission Pro Hac Vice for Beth Gori (Dkt. 510); Order Allowing Beth Gori to Appear Pro Hac Vice (Dkt. 556); Motion for Admission Pro Hac Vice for John D. Cooney (Dkt. 539); Order Allowing John D. Cooney to Appear Pro Hac Vice (Dkt. 570); Motion for Admission Pro Hac Vice for Chris McKean (Dkt. 532); Order Allowing Chris McKean to Appear Pro Hac Vice (Dkt. 566); Motion for Admission Pro Hac Vice for Christopher R. Guinn (Dkt. 1312); Order Allowing Christopher R. Guinn to Appear Pro Hac Vice (Dkt. 1315). One of the law firms (Maune Raichle) has been approved as counsel for the ACC with respect to science matters arising in connection with the estimation hearing by an order of this Court. Dkt. 426. 5. Twenty-five law firms representing Pending Mesothelioma Claimants appeared and objected to the PIQ Motion (together, the “Objecting Law Firms”). Buck Law Firm’s Clients’ Joinder to Objection Filed by the Official Committee of Asbestos Claimants to Debtor’s Motion for Order Pursuant to Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants (Dkt. 1329); Joinder to Objection Filed by the Official Committee of Asbestos Claimants to Debtor’s Motion for Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants (Dkt. 1333). Three of the Illinois Law Firms (Maune Raichle, Gori, and Simmons Hanly, the “Objecting Illinois Law Firms”) signed the joinder on behalf of their clients identified in Appendix A to the Debtor’s motion for preliminary injunction “as well as multiple John and Jane Doe clients currently suffering from Old GP’s torts and enjoined from seeking relief.” Dkt. 1333 at 1.

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6. The PIQ Motion was the subject of extensive briefing, in multiple rounds over almost six months, in which the Objecting Illinois Law Firms actively participated. See PIQ Order at 1 n.3. The ACC and the Future Claimants’ Representative appointed in this case (the “FCR”) also took document and deposition discovery with respect to the PIQ Motion. The Court then heard oral argument on the PIQ Motion on January 21, 2021. Marcus Raichle, a name partner of Maune Raichle, appeared and argued before the Court at that hearing. 1/21/21 Tr. at 115-119. 7. On March 4, 2021, the Court granted the PIQ Motion. The Court entered its PIQ Order on March 23, 2021.4 The PIQ Order requires Pending Mesothelioma Claimants to “complete and return the Questionnaire” no later than July 26, 2021. Id. ¶¶ 4-5. 8. The PIQ Order further provides that “[t]his Court shall retain exclusive jurisdiction to interpret, apply, and enforce this Order to the full extent permitted by law.” Id. ¶ 18. It requires “[a]ny person who seeks relief from any provision of this Order” to “do so by motion in this Court on notice to the Parties and the Pending Mesothelioma Claimants potentially affected by the relief sought,” and provides that “[t]he movant shall bear the burden of showing good cause for the requested relief.” Id. ¶ 17. 9. On March 26, 2021, as required by the PIQ Order, the claims agent served the Questionnaire and PIQ Order by first class U.S. mail on more than 800 law firms that either represent known potential Pending Mesothelioma Claimants (as defined in the PIQ Order) or 4 Based on a modification to the PIQ Motion requested by the ACC and accepted by the Debtor at the January 21, 2021 hearing, the definition of “Pending Mesothelioma Claimants” in the PIQ Order is narrower than the definition contained in the PIQ Motion, and extends only to “Every person who alleges a claim against Bestwall based on a diagnosis of mesothelioma on or before May 1, 2020 that arose, in whole or in part, from alleged exposure to joint compound products that (a) contained asbestos either as a constituent ingredient or an alleged contaminant and (b) were manufactured and sold by the Debtor or its predecessors (including the former Georgia-Pacific LLC (“Old GP”)) on or before December 31, 1977.” PIQ Order ¶ 4. Thus, the PIQ Motion actually provided notice to a broader set of Pending Mesothelioma Claimants than those ultimately affected by the PIQ Order entered by the Court.

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sued Old GP or Bestwall on an asbestos claim in the past. See Dkt. 1678. The Illinois Law Firms were all served with the Questionnaire and PIQ Order. Id. 10. On April 6, 2021, the ACC filed a notice of appeal with respect to the PIQ Order, filed a motion for leave to appeal with the District Court, and filed with this Court a motion for a stay of the PIQ Order pending appeal (Dkt. 1711, the “Stay Motion”). This Court denied the Stay Motion after a hearing on April 22, 2021. Two of the Illinois Law Firms (Maune Raichle and Gori) also filed a notice of appeal with respect to the PIQ Order and joined in the Stay Motion. Dkt. 1709, 1713. 11. On May 10, 2021, the District Court entered an order denying the ACC’s motion for leave to appeal the PIQ Order and affirming the PIQ Order. Order, No. 3:21-cv-151-RJC (Dkt. 11). The ACC filed a motion for rehearing in the District Court on May 24, 2021 (solely relating to the affirmance of the PIQ Order and not the denial of leave to appeal), which motion has not been resolved (Dkt. 14). 12. On June 22, 2021, counsel for the Debtor received via email notice of the Illinois Lawsuit filed on behalf of the thirteen Illinois Claimants. Complaint ¶ 7. The Objecting Illinois Law Firms had appeared for the Illinois Claimants they represent in opposition to the PIQ Motion in this Court, either because the claimants were listed specifically in the exhibit to the Debtor’s motion for preliminary injunction,5 or were among the other “John and Jane Doe clients” for whom the Objecting Illinois Law Firms appeared. The Illinois Law Firm that did not appear with respect to the PIQ Motion (Cooney) had notice of the PIQ Motion and all related litigation, and had the opportunity to be heard with respect to the PIQ Motion, as did its clients. 5 See Adv. Proc. 17-3105, Dkt. 2, Ex. A at 200 (Illinois Claimants Camilleri and Cutler), 201 (Illinois Claimants Evans and Fons), 321 (Illinois Claimant Taylor).

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13. The Illinois Lawsuit seeks declaratory and injunctive relief to prevent the Debtor from seeking to enforce the Questionnaire ordered by this Court. Complaint ¶ 4. The Complaint relies on arguments this Court has rejected with respect to the Questionnaire. Most notably, the Complaint argues that the Debtor is required to serve subpoenas on Pending Mesothelioma Claimants in their home jurisdictions and that the Illinois Claimants must have the opportunity to move to quash the discovery in their home courts (which, based upon the Illinois Lawsuit, it appears the Illinois Claimants plan to do). Id. ¶ 3 (emphasis in original). The Illinois Lawsuit also claims that Rule 2004 does not permit a Questionnaire and “does not authorize written discovery,” and alleges this Court lacks personal jurisdiction over these pre-petition claimants even though they are admitted claimants in this case. Id. ¶¶ 25-30, 51. The entirety of the Complaint seeks to have the Illinois Court overrule the decisions of this Court. 14. Similarly, in their PI Motion, the Illinois Claimants assert that (a) their attempt to enjoin enforcement of this Court’s PIQ Order, “which turns on a straightforward reading of the federal rules, is highly likely to succeed,” (b) that the Questionnaires “extend beyond the scope of any authority under which they purportedly issued,” and (c) that the Illinois Claimants have no adequate remedy at law because “that remedy—a motion to quash a subpoena—has been eliminated by the PIQ Order.” PI Motion at 5-6. See also id. at 7 (“Here, because the PIQs were mailed to Plaintiffs’ counsel without the subpoena required by the plain language of the Bankruptcy and Civil Rules, Plaintiffs’ likelihood of success borders on the absolute.”). The Illinois Claimants assert that Bestwall will suffer no prejudice from being enjoined from enforcing the PIQ Order because it “will be free to serve a subpoena on Plaintiffs, as the Rules required in the first instance.” Id. at 15.

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15. The Illinois Lawsuit recognizes that this Court already rejected these arguments and that the PIQ Order does not require subpoenas to every one of the thousands of Pending Mesothelioma Claimants. Id. ¶¶ 32, 40. It also recognizes that this Court ordered parties seeking to modify the PIQ Order to make a motion in this Court. Id. ¶ 40. Yet the Illinois Lawsuit claims venue in the Illinois Court is proper because that is the court where a motion to quash would have been filed if this Court had, contrary to fact, ordered the Debtor to issue subpoenas. Id. ¶ 14. This, of course, did not happen. 16. The Illinois Lawsuit also falsely claims that “while there were objections to Bestwall’s [PIQ Motion], those objections were not made by [the Illinois Claimants].” Id. ¶ 21. As described above, the Objecting Illinois Law Firms actually appeared on behalf of their clients and objected to the PIQ Motion. 17. By email dated June 23, 2021 to the Illinois Law Firms and the other law firms representing the Illinois Claimants in the Illinois Lawsuit, the Debtor demanded that the Illinois Claimants dismiss the Illinois Lawsuit with prejudice and confirm they will comply with the PIQ Order. By separate email dated June 23, 2021 to counsel for the ACC, the Debtor requested that the ACC take steps to cause the Illinois Claimants to dismiss the lawsuit with prejudice. Given the urgency of this matter and the potential for litigation to progress in the Illinois Court on an expedited basis, the Debtor did not have time to wait for a response to these emails. Nonetheless, the Debtor is willing to withdraw this Motion if the Illinois Claimants and Illinois Law Firms dismiss the Illinois Lawsuit and confirm that the Illinois Claimants will comply with the PIQ Order. 18. The Debtor is concerned that the Illinois Lawsuit is only the first step in a potential strategy more broadly to flout this Court’s PIQ Order. Three months after entry of the

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PIQ Order and with only a month to go before the deadline for submitting Questionnaires, only 19 Questionnaire responses have been received to date (when the Debtor’s database contains over 5,000 Pending Mesothelioma Claimants). Although the Debtor does not object if claimants are simply taking advantage of the time that is available to them under the PIQ Order, the fact that so few responses have been received to date, when combined with the Illinois Lawsuit, gives the Debtor great concern.6 Argument 19. The Court should find that the Illinois Lawsuit violates the PIQ Order and the automatic stay, confirm that the Illinois Claimants are bound by the PIQ Order, and enter an order requiring the Illinois Claimants and Illinois Law Firms to show cause why they should not be held in contempt. 20. Persons affected by court orders are bound so long as they received due process, and “[d]ue process requires notice ‘reasonably calculated, under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections.’” United Student Aid Funds, Inc. v. Espinosa, 559 U.S. 260, 272 (2010) (quoting Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950); see also State of Maryland v. Antonelli Creditors’ Liquidating Trust, 123 F.3d 777, 783 (4th Cir. 1997) (“The binding effect of bankruptcy orders does not depend on whether the creditors receive notice because of a particular proof of claim they filed, but on whether they receive notice reasonably calculated under all the circumstances, to apprise them of the pendency of the action and afford them an opportunity to present their objections”) (quotation omitted, emphasis in original). The 6 The Court will recall that the Debtor previously filed a Motion to Overrule Objection by Simon Greenstone Panatier, PC to PIQ Order (Dkt. 1772), seeking to overrule objections served by the Simon Greenstone firm that stated the claimants would not respond to the Questionnaire unless the Debtor issued a subpoena and sought to enforce it in the United States District Court for the Northern District of Texas. The Debtor withdrew that motion after the Simon Greenstone firm agreed to comply with the PIQ Order.

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notice required by due process “must be of such nature as reasonably to convey the required information . . . and it must afford a reasonable time for those interested to make their appearance. . . . [I]f with due regard for the practicalities and peculiarities of the case these conditions are reasonably met the constitutional requirements are satisfied.” Mullane, 339 U.S. at 314-15. 21. This Court has both inherent and statutory authority to enforce its lawfully entered orders. See In re Midstate Mills, Inc., 2015 WL 5475295, at *6 (Bankr. W.D.N.C. Sept. 15, 2015) (“[T]his court has the inherent authority to interpret and enforce its prior orders.”) (citing Travelers Indem. Co. v. Bailey, 557 U.S. 137, 151 (2009)); In re Mead, 2012 WL 627699, at *5 (Bankr. E.D.N.C. Feb. 24, 2012) (“A bankruptcy court has not only the inherent authority to enforce its orders, but also 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”). 22. Civil contempt is the proper remedy “to coerce obedience to a court order or to compensate the complainant for losses sustained as a result of the contumacy,” and is an appropriate sanction when the court “can point to an order… which sets forth in specific detail an unequivocal command which a party has violated.” In re General Motors Corp., 61 F.3d 256, 258 (4th Cir. 1995) (internal quotation marks omitted). “[A] single violation of an order is sufficient to support a finding of contempt,” and “[w]hen a litigant violates an order, the court generally may exercise its authority to hold the violator in civil contempt.” Consumer Fin. Prot. Bureau v. Klopp, 957 F.3d 454, 459-61 (4th Cir. 2020) (internal punctuation and citation omitted). The Fourth Circuit has recognized that failure to comply with court orders cannot be tolerated and must be deterred. Mut. Fed. Sav. & Loan Ass’n v. Richards & Assocs., 872 F.2d 88, 93 (4th Cir.

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1989); see also In re Adams, 2010 WL 2721205, at *3-4 (Bankr. E.D.N.C. July 7, 2010) (contempt may be imposed for violation of bankruptcy court order); In re Midstate Mills, Inc., 2015 WL 5475295, at *6 (injunction may be used to enforce court orders, citing Back v. LTV Corp. (In re Chateaugay Corp.), 213 B.R. 633, 638 (S.D.N.Y. 1997)). 23. Civil contempt is warranted when (a) there is an existing valid order of which the contemnor had actual or constructive knowledge, (b) the order was in the moving party’s favor, (c) the contemnor has violated the order by his conduct and has at least constructive knowledge of this violation, and (d) the moving party has been harmed by the contempt. United States CFTC v. Capitalstreet Fin., LLC, 2010 WL 2131852, at *2 (W.D.N.C. May 25, 2010) (also noting that “[i]ntent is largely irrelevant to a finding of civil contempt” and contempt “may be appropriate even where the acts in violation of the order were done innocently or inadvertently”). “At bottom, the long-standing remedy of civil contempt has quite properly been exercised for centuries to ensure compliance with judicial decrees.” In re McLean Indus., Inc., 68 B.R. 690, 701 (Bankr. S.D.N.Y. 1986) (citation and punctuation omitted). 24. Bankruptcy court orders that bind a person must be challenged under the procedures contained in the Federal Rules of Bankruptcy Procedure, not attacked in another forum or simply disregarded. See Travelers, 557 U.S. at 152 (holding that even lack of subject matter jurisdiction must ordinarily be challenged on direct review, not collaterally after the time for challenge has passed, and observing that “[i]t is just as important that there should be a place to end as that there should be a place to begin litigation.”) (citation omitted). 25. Here, the Illinois Claimants received due process under the Mullane standard. They received notice of the PIQ Motion through their counsel, and they were given an opportunity to be heard. Complying with the Court’s notice procedures, the Debtor served the

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PIQ Motion on the Illinois Law Firms, as counsel to the Illinois Claimants. The PIQ Motion stated that the Debtor sought Questionnaires from Pending Mesothelioma Claimants, clearly defined who those claimants are, and attached a detailed proposed order and form of Questionnaire, which included the proposed provisions for serving the Questionnaire on law firms for Pending Mesothelioma Claimants. The Illinois Law Firms were served with multiple subsequent pleadings relating to the PIQ Motion. Then, three of the Illinois Law Firms actually appeared with respect to the PIQ Motion on behalf of the claimants they represent—including the Illinois Claimants—belying any notion that the Illinois Claimants did not receive due process in connection with the PIQ Motion. The Illinois Law Firms also have all obtained admission pro hac vice in this Court to represent (among others) the Illinois Claimants, and are subject to this Court’s jurisdiction and are bound by its orders. 26. Furthermore, the Illinois Claimants and Illinois Law Firms have violated “an unequivocal command” by this Court. In re General Motors Corp., 61 F.3d at 258. The PIQ Order clearly states that “Any person who seeks relief from any provision of this Order shall do so by motion in this Court on notice to the Parties and the Pending Mesothelioma Claimants potentially affected by the relief sought. The movant shall bear the burden of showing good cause for the requested relief.” PIQ Order ¶ 17. The Illinois Claimants and Illinois Law Firms have not filed such a motion, and in any event would not be able to demonstrate good cause because their arguments are the same ones this Court already considered and rejected after extensive litigation. 27. Rather than comply with the procedures required to seek relief from the PIQ Order, the Illinois Claimants have instead filed a lawsuit against the Debtor seeking to relitigate the very objections this Court has heard and overruled and that the District Court has declined to

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alter on appeal. The Illinois Claimants have no right to demand that the Debtor relitigate these issues in the Illinois Court—it is this Court that entered the PIQ Order and that retains “exclusive jurisdiction to interpret, apply, and enforce [the PIQ] Order to the full extent permitted by law.” Id. ¶ 18. In addition, the Illinois Claimants have made clear they will not comply with paragraph 4 of the PIQ Order, which requires each Pending Mesothelioma Claimant “to complete and return the Questionnaire” by July 26, 2021. Instead, the Illinois Claimants seek to prosecute a lawsuit against the Debtor. By filing the Illinois Lawsuit, the Illinois Claimants and the Illinois Law Firms therefore violated the express terms of the PIQ Order.7 28. Moreover, the Illinois Lawsuit by its terms demonstrates that the Illinois Claimants and Illinois Law Firms know the requirements of the PIQ Order, yet consciously chose to disregard them. See, e.g., Complaint ¶ 40 (recognizing that PIQ Order requires relief from order to be sought in this Court). The Illinois Claimants and Illinois Law Firms instead decided to bring a new lawsuit as a broadside attack on this Court, its jurisdiction, its authority, and its decision in the PIQ Order, rendered after months of litigation. See, e.g., PI Motion at 8 (“The Bankruptcy Court was absolutely clear—and absolutely outside its authority—on the matter.”); id. at 9 (“One judge’s assessment of efficiency cannot trump a person’s right to challenge a subpoena in the local federal district where compliance is required. . . . Bestwall has issued the PIQs pursuant to an order that is categorically beyond the North Carolina Bankruptcy Court’s power to issue or enforce.”); Complaint ¶ 31 (describing this Court as “Bestwall’s handpicked 7 The Fourth Circuit has recognized that even appeals of orders granting discovery should be discouraged: “The sheer number of discovery rulings and the myriad procedural requirements governing them . . . provide fertile soil for the growth of appealable orders. Allowing immediate appeal of the orders resolving discovery disputes would only disrupt and delay district court proceedings and clog the courts of appeals with matters more properly managed by trial courts familiar with the parties and their controversy.” MDK, Inc. v. Mike’s Train House, Inc., 27 F.3d 116, 119 (1994) (also holding that orders upholding discovery under Rule 45 are not immediately appealable). These concerns are all the stronger here, where claimants in this bankruptcy case (some after already failing on direct appeal) seek to litigate in another court in another state discovery matters already decided by this Court—effectively attempting a “horizontal” appeal of this Court’s order.

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issuing district”); PI Motion at 2 (describing this Court as a “favorable bankruptcy jurisdiction”). The Illinois Lawsuit also has harmed and will continue to harm the Debtor—at the very least by requiring it to expend property of the estate to defend a meritless lawsuit, and at worst, potentially depriving it of discovery this Court has held is relevant and necessary to proceed in this case. The Illinois Claimants and Illinois Law Firms should be ordered to show cause why they should not be held in contempt. 29. The Debtor believes that the entry of an order enforcing the PIQ Order and ordering the Illinois Claimants and Illinois Law Firms to show cause is necessary to promote the orderly progress of the Questionnaire process under the PIQ Order and discourage claimants or their counsel from ignoring the requirements of that order. This is essential to the Debtor’s ability to meet its obligations under the Case Management Order for Estimation of the Debtor’s Liability for Mesothelioma Claims (Dkt. 1685). 30. The Illinois Lawsuit threatens to create a stampede of copycat lawsuits that would require the Debtor to relitigate the same issues in scores of jurisdictions across the United States where Pending Mesothelioma Claimants or their counsel may be located. And the obvious goal of these cases is to superimpose on the PIQ Order a subpoena requirement, which has already been rejected by this Court and would only lead to more litigation in the form of motions to quash. See 3/4/21 Tr. at 9-10 (holding that requirement to subpoena Pending Mesothelioma Claimants “is neither practical nor feasible,” “would likely just create confusion and delay,” is not supported by precedent, and is not required). Moreover, this requirement would disserve the purpose of estimation, would delay the administration of this case, and would disrupt the schedule leading to the estimation hearing in May 2022.

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31. Allowing pre-petition claimants to challenge in their home districts orders of this Court they do not like would introduce chaos not just in this bankruptcy case, but in the bankruptcy system as a whole. The Bankruptcy Code and Rules establish this Court as the arbiter of claims against this estate—not the home courts of putative tort claimants. See 11 U.S.C. § 502. 32. The Illinois Lawsuit also violates the automatic stay. The Illinois Claimants assert pre-petition claims and are suing the Debtor without seeking stay relief in a manner that seeks to interfere with the administration of the chapter 11 case and undermine the estimation process being supervised by this Court. The Illinois Claimants’ actions violate, at a minimum, Bankruptcy Code sections 362(a)(1) (prohibiting “the commencement . . . of a judicial, administrative, or other action or proceeding against the debtor . . . to recover a claim against the debtor that arose before the commencement of the case under this title”) and 362(a)(6) (prohibiting “any act to collect, assess, or recover a claim against the debtor that arose before the commencement of the case under this title”). 33. The Illinois Claimants seek relief for the benefit of parties asserting claims against the estate that would interfere with the Debtor and its efforts to resolve the same claims in this chapter 11 case. Such actions are prohibited by the automatic stay. See In re DBSI, Inc., 407 B.R. 159, 166 (Bankr. D. Del. 2009) (“The purpose of the automatic stay provided by § 362 is three-fold: to prevent certain creditors from gaining a preference for their claims against the debtor; to forestall the depletion of the debtor’s assets due to legal costs in defending proceedings against it; and, in general, to avoid interference with the orderly liquidation or rehabilitation of the debtor.”); In re Valentine, 611 B.R. 622, 633 (Bankr. E.D. Mo. 2020) (“The automatic stay is very broad, because its purpose aims to prevent damaging disruptions to the

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administration of a bankruptcy case.”) (quotation omitted); In re Adkins, 513 B.R. 888 (Bankr. N.D. Tex. 2014) (“[T]he automatic stay serves to protect the bankruptcy estate from actions taken by creditors outside the bankruptcy court forum.”); In re Matthews, 458 B.R. 623, 627 (Bankr. N.D. Ga. 2011) (“The automatic stay protects debtors from the burden of litigation outside the bankruptcy forum”) (quoting In re Sammon, 253 B.R. 672, 681 (Bankr. D.S.C. 2000). The Illinois Lawsuit threatens in a fundamental way the orderly administration of this bankruptcy case, interferes with the Debtor’s efforts to reorganize, and carries the prospect of an endless cycle of nationwide litigation brought by thousands of tort claimants concerning discovery matters this Court has already settled. 34. Without a doubt, the Illinois Claimants and Illinois Law Firms have consciously flouted this Court’s PIQ Order. Such blatant disregard for orders of the Court must be deterred. If the orders of this Court are to mean anything, they must be enforced with appropriate sanctions. 35. The Debtor thus respectfully requests that the Court enforce the PIQ Order and the automatic stay, and order the Illinois Claimants and Illinois Law Firms to show cause why they should not be held in contempt.

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Notice 36. 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 non-debtor affiliate, Georgia-Pacific LLC; (e) the Illinois Law Firms and Illinois Claimants; and (f) the other parties on the Service List established by the Case Management Order. Bestwall submits that, in light of the nature of the relief requested, no other or further notice need be provided. No Prior Request 37. No prior request for the relief sought herein has been made to this Court or any other court. Dated: June 23, 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)

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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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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ILLINOIS PATRICIA BLAIR, as personal ) representative for the Estate of LEE ) BLAIR; JUDY BOGNER, as p.r. for the ) Estate of VERNON BOGNER; VIOLET ) BUTLER, as p.r. for the Estate of RALPH ) BUTLER; BETTY JEAN CAMILLERI, as ) p.r. for the Estate of TERRENCE ) CAMILLERI; WILDA CARDEN, as p.r. ) for the Estate of HARRY CARDEN; ) CHERYL D. WOOTER, as p.r. for the ) Estate of WILLIAM CUTLER; SHERYL ) EVANS; MARIA FONS, as p.r. for the ) Estate of MIGUEL FONS; JOHN ) GUZMAN, as p.r. of the Estate of JOE ) GUZMAN; TERRI MARTINEK, as p.r. ) Case No. __–cv–_____ of the Estate of WILLIAM MARTINEK; ) CHRISTOPHER NELSON, as p.r. for the ) Estate of ROGER NELSON; WILLIAM ) QUIGLEY, as p.r. for the Estate of ) MARIE QUIGLEY; and MELISSA ) TAYLOR, as p.r. for the Estate of ) DONALD TAYLOR, ) ) Plaintiffs, ) ) vs. ) ) BESTWALL LLC, ) ) Defendant. ) COMPLAINT FOR EQUITABLE & DECLARATORY RELIEF Plaintiffs hereby allege for this Complaint for Equitable and Declaratory Relief:

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I. PRELIMINARY STATEMENT 1. Plaintiffs are thirteen alleged victims of asbestos poisoning perpetrated by Georgia-Pacific, LLC. In 2017, Georgia-Pacific split into two separate companies, including liability-heavy Bestwall LLC (“Bestwall”). Bestwall entered bankruptcy in November 2017. 2. Bankruptcy proceedings are tightly circumscribed by statute. Nevertheless, from a bankruptcy court, Bestwall served on Plaintiffs’ counsel a discovery-like “Personal Injury Questionnaire” (“PIQ”) in April 2021.1 Each PIQ seeks written responses to 557 discrete inquiries before July 26, 2021. 3. But a PIQ from a bankruptcy court may only issue via a FED. R. CIV. P. 45 subpoena. In turn, Rule 45 affords a subpoenaed person the opportunity to challenge a subpoena in “the district where compliance is required.” FED. R. CIV. P. 45(d)(3). 4. Because the PIQs at issue here were sent to Plaintiff’s counsel without the required subpoena, Plaintiffs seek that this Court use its powers under the Declaratory Judgment Act and in equity to [1] declare the PIQs violative of the federal rules and Plaintiffs’ due process rights, and [2] enjoin Bestwall from attempting to enforce compliance with the PIQs. 1 A Personal Injury Questionnaire is attached as Exhibit A, and the Bankruptcy Court’s order authorizing same is attached as Exhibit B. The Court’s March 2021 order is titled Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants and Governing the Confidentiality of Response (for brevity’s sake, “PIQ Order”).

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5. Immediate relief is needed to maintain the status quo and avoid irreparable harm to Plaintiffs. To that end, a motion for preliminary injunction is filed herewith. II. PARTIES A. Plaintiffs: Victims of Asbestos Poisoning Perpetrated by Bestwall’s Predecessor 6. Plaintiffs are individual persons (or the personal representatives for their respective estates) who contracted mesothelioma after allegedly being exposed to asbestos in products made by Georgia-Pacific, LLC (“Georgia-Pacific”) and its predecessors. 7. Plaintiffs sued Georgia-Pacific for damages in separate Illinois state court cases. Each Plaintiff retained Illinois counsel to pursue tort claims against Georgia-Pacific in Illinois. To wit: a. Sheryl Evans is a lifetime resident of Granite City, Illinois. She worked as a teacher for thirty-five years and was exposed to asbestos-containing Georgia-Pacific joint compound when her elementary school employer underwent major renovations in 1969. Each workday she walked through the dusty construction area to get to her classroom. Sheryl, via an Illinois law firm, sued Georgia-Pacific in Madison County, Illinois, after being diagnosed with mesothelioma. Although she was exposed to and identified asbestos-containing Georgia-Pacific joint compound, her lawsuit against the company remains unresolved because Georgia-Pacific’s “Bestwall” spinoff declared bankruptcy.

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b. William J. Martinek was a lifetime resident of Illinois, dying in July 2018 in Joliet only two weeks after being diagnosed with mesothelioma. Mr. Martinek was exposed to asbestos-containing Georgia-Pacific joint compound products between 1972 and 1977 while performing drywall work during the remodeling of two apartment buildings in Matteson, Illinois. Terri Martinek, the representative of Mr. Martinek’s estate, hired an Illinois law firm which filed suit in Madison County, Illinois, in October 2018 seeking damages related to Mr. Martinek’s mesothelioma. The Martineks’ case could not go to trial because of the Bestwall bankruptcy. c. Mesothelioma victim Miguel Fons was an Illinois resident for 50 years. He testified to using Georgia-Pacific joint compound hundreds of times in Illinois beginning in the 1970s. Through an Illinois law firm, Miguel agreed to resolve his case against Georgia-Pacific in 2017, shortly before Bestwall filed for bankruptcy. Mr. Fons never received the agreed-upon settlement. He passed away from mesothelioma in 2019. d. Vernon and Judy Bogner married in Illinois in 1958, built their own Illinois home, and helped finance their college tuition by remodeling houses in Illinois. Judy testified that Vernon (and Judy) breathed dusty Georgia-Pacific joint compound in Illinois between 1957 and 1964. Through an Illinois law firm, Judy sued Georgia-Pacific in Cook County in 2012. Vernon died from mesothelioma in

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2014. Despite identifying inhaled dust from Georgia-Pacific joint compound, Judy was unable to resolve her state case against Georgia-Pacific before Bestwall declared bankruptcy. e. Ralph Butler, represented in state court by Illinois lawyers, sued Georgia-Pacific in Madison County, Illinois. Though Mr. Butler died from mesothelioma in April 2015, his wife (Violet) testified that Georgia-Pacific’s asbestos-containing joint compound2 was a source of Mr. Butler’s asbestos exposure. At deposition, lawyers from Illinois firm Hepler Broom LLC represented Georgia-Pacific. Mrs. Butler and Georgia-Pacific resolved the Madison County case in August 2017, but the settlement remains unfunded because of the Georgia-Pacific/Bestwall bankruptcy. f. Harry M. Carden, represented by an Illinois lawyer, filed suit against Georgia-Pacific in Madison County, Illinois. Mr. Carden died from mesothelioma in February 14, and his wife, Wilda K. Carden, substituted as the plaintiff in the state case. As the personal representative of Harry’s estate, Wilda is a Plaintiff here. Before his death, Mr. Carden testified that Georgia-Pacific’s asbestos-containing joint compound was a source of his asbestos exposure. At Mr. Carden’s deposition, an attorney from Georgia-Pacific’s hired Illinois law firm questioned 2 Joint compound is a dusty product used by carpenters and construction workers to seal and smooth the seams between sheets of drywall that are screwed into the studs of a building’s walls.

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Mr. Carden. Mr. Carden and Georgia-Pacific resolved the Madison County case through settlement before trial, but that settlement remains unfunded because of the Georgia-Pacific/Bestwall bankruptcy. g. Joe Guzman died from mesothelioma in 2016. After Joe’s death, his personal representative John Guzman (who is a Plaintiff here) sued Georgia-Pacific in Illinois for alleged exposure to its asbestos-containing joint compound. In a two-day deposition, under questioning from Georgia-Pacific’s Illinois counsel, fact witness (and Joe’s brother) Savas Guzman testified that Georgia-Pacific’s joint compound was a source of Joe Guzman’s asbestos exposure. Bestwall declared bankruptcy before the Guzman family could have their day in court. h. Donald R. Taylor grew up in Fairview Heights and lived his entire life in Southern Illinois, dying from mesothelioma in Collinsville in 2019. Don (and his wife, Melissa) filed suit against Georgia-Pacific the day after Bestwall declared bankruptcy. During his deposition, Don identified some drywall work performed at an old family house, but did not do the work himself or identify Georgia-Pacific (or any other) joint compound. The Taylors’ claims against Georgia-Pacific has been voluntarily dismissed. But now Bestwall seeks over five-hundred discrete pieces of information from Mr. Taylor’s widow. i. Mesothelioma victim Terrence Camilleri lived in Illinois during the 1980s. Before dying from mesothelioma in 2017, Mr. Camilleri—through his Illinois

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lawyers—sued Georgia-Pacific. Due to Mr. Camilleri’s exposure to asbestos-containing Georgia-Pacific joint compound, a settlement was reached. But one month later Bestwall filed for bankruptcy; the settlement remains upaid. j. William D. Cutler was a resident of Illinois for several years before he passed away from mesothelioma. In the 1970s, while remodeling his home in Illinois, he was exposed to Georgia-Pacific joint compound. Through his attorneys in Illinois, Mr. Cutler sued Georgia-Pacific and a settlement was reached. However, six months after Mr. Cutler died from mesothelioma, Bestwall filed for bankruptcy. His settlement was never paid. k. Marie Quigley was a lifelong resident of Illinois who passed away in July 2017, approximately one week after her mesothelioma diagnosis. Mrs. Quigley was exposed to asbestos-containing Georgia-Pacific joint compound through her son, William Quigley, who worked in residential construction in and around Carbondale and Murphysboro, Illinois, beginning in 1976. In his 2019 discovery deposition, William testified that he used Georgia-Pacific joint compound products that created visible dust. He lived in the family home until 1980, and Mrs. Quigley laundered his dusty work clothing at that time. William Quigley, the representative of Mrs. Quigley’s estate, hired an Illinois firm to sue Georgia-Pacific in 2017. Since suit was filed mere months before the Georgia-Pacific/Bestwall bankruptcy filing, the Quigley family was deprived of justice in the tort system.

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l. Roger Nelson, represented in state court by an Illinois law firm, sued Georgia-Pacific in Cook County, Illinois. Mr. Nelson died from mesothelioma in September 2017 and his son, Christopher Nelson, substituted as the plaintiff in the state case. Before Mr. Nelson died, he testified in May 2017 that he worked with Georgia-Pacific’s asbestos-containing joint compound throughout his career and that it was a source of his asbestos exposure. Mr. Nelson and Georgia-Pacific resolved the Cook County case in October 2017, but Georgia-Pacific entered bankruptcy proceedings soon after and the settlement was never paid. m. Lee Blair and Patricia Blair (his wife), life-long residents of Decatur, Illinois, sued Georgia-Pacific in Madison County, Illinois for Lee’s exposure to Georgia-Pacific’s asbestos-containing joint compound. Prior to his inevitable death from mesothelioma, Lee provided six days of deposition testimony. During three of those days, Lee testified to his Illinois purchase, use, and exposure to Georgia-Pacific’s asbestos-containing joint compound. Patricia carries on the state court action individually and as special administrator of Lee’s heirs and estate, and carries on in this case as the personal representative for Lee’s estate. Bestwall declared bankruptcy before any resolution of their claims could be achieved. 8. None of the Plaintiffs (nor any other Georgia-Pacific mesothelioma victim) has received any subpoena. (See Ex. C, Collected Declarations of Counsel.) No subpoena has been issued by any court or served upon counsel for the victims (including Plaintiffs) or

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the victims personally. Instead, each Plaintiff has, through counsel, been mailed a PIQ, which commands each Plaintiff to provide written and documentary information in response to over 500 discrete factual inquiries. 9. The documents (and much of the information) sought by Bestwall via bankruptcy PIQs exist largely in Illinois, primarily in the possession and control of Plaintiffs’ Illinois counsel. B. Defendant: The Successor to Georgia-Pacific’s Asbestos Liabilities 10. Defendant Bestwall LLC (“Bestwall”) is a shell company saddled with the asbestos liabilities of its predecessor, Georgia-Pacific, LLC, which allegedly poisoned Plaintiffs with asbestos-containing construction products. 11. Bestwall’s existence began upon its incorporation as a Texas limited liability company on July 31, 2017. Bestwall converted to a North Carolina LLC that day. It is currently a limited liability company under the laws of North Carolina. 12. Bestwall filed for bankruptcy in the Western District of North Carolina on November 1, 2017. Plaintiffs are not permitted to seek damages in tort from Bestwall (or any other Georgia-Pacific successor or affiliate) during the pendency of the bankruptcy case, which is captioned In re Bestwall LLC, No. 17-31795 in the Bankruptcy Court of the Western District of North Carolina.

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III. JURISDICTION & VENUE 13. This case presents a federal question within this Court’s jurisdiction under Article III, § 2 of the U.S. Constitution, and 28 U.S.C. § 1331 (federal question jurisdiction). At issue is whether the Bestwall PIQs, having been “served” absent the subpoena required by both the federal bankruptcy code and the Federal Rules of Civil Procedure, violate Plaintiffs’ federal due process rights and the federal requirements limiting PIQs. 14. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391(b) because it is the district in which a substantial part of the events giving rise to the claim occurred, and in which a substantial part of the property and/or information that is the subject of the action is situated. Venue in this judicial district is also proper because of the unique posture in this case, where Defendant Bestwall LLC has ignored the requirement that its PIQs be served via subpoena. Had subpoenas issued as required, this judicial district (where Plaintiffs’ docketed state court files are located and where most of their state tort attorneys are based) would be where “compliance is required,” and therefore would be the proper venue for a challenge under Rule 45(d)(3). IV. FACTS 15. Plaintiffs (and/or their spouses) have suffered and/or died from malignant mesothelioma, an always fatal cancer caused by asbestos. In this case, each decedent was exposed to asbestos from dusty construction products manufactured by Georgia-Pacific, LLC, and its predecessors-in-interest.

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16. On July 31, 2017, Georgia-Pacific moved to Texas for one day and split (via a Texas transaction called a “divisive merger”) into two companies: Georgia-Pacific, LLC (“New G-P”) and employee-free shell company Bestwall. New G-P inherited over $22 billion in assets; Bestwall received less than $200 million in assets and was saddled with all of “old” Georgia-Pacific’s asbestos liabilities. 17. Also on July 31, 2017, Bestwall moved its place of incorporation to North Carolina to situate itself in a favorable bankruptcy jurisdiction. 18. On November 1, 2017, Bestwall filed for bankruptcy protection in the Western District of North Carolina (“the Bankruptcy Court”). 19. Plaintiffs are not permitted to pursue their state court claims against Bestwall (or any Georgia-Pacific successor) during the pendency of bankruptcy proceedings. 20. However, Bestwall has attempted to initiate discovery-like proceedings against Plaintiffs in the form of Personal Injury Questionnaires (“PIQs”) in bankruptcy court. The very same mesothelioma victims from whom discovery is sought via Bestwall’s PIQs are precluded from seeking any discovery from the entity which poisoned them (or their family member). 21. On March 23, 2021, upon motion by Bestwall, the Bankruptcy Court entered an order authorizing Bestwall to mail PIQs directly to Plaintiffs’ respective asbestos counsel without a subpoena. The Bankruptcy Court’s order is included in as Exhibit B, and is titled Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury

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Questionnaires by Pending Mesothelioma Claimants and Governing the Confidentiality of Responses (“the PIQ Order”). No Bankruptcy Court adversary proceedings against Plaintiffs have been initiated regarding the PIQs, and while there were objections to Bestwall’s motion, those objections were not made by Plaintiffs. 22. Each PIQ seeks written responses to 557 discrete inquiries, as well as a document production. Information sought includes the Social Security numbers of victims and family members, Social Security records, union records, birthdays, settlements with other tort defendants, and a copy of victim medical records. 23. Every person who alleges that he or she developed mesothelioma because of Georgia-Pacific products (and was diagnosed before May 1, 2020) is required to complete the PIQ. 24. Like all federal courts, the power of bankruptcy courts is created and limited by statute. 25. The PIQ Order purports to rely on Bankruptcy Rule 2004, which permits the court-ordered “examination” of any entity relating to the acts, conduct, or property or to the liabilities and financial condition of the debtor. FED. R. BANKR. P. 2004. 26. Bankruptcy Rule 2004 only permits compelling attendance and production of documents or ESI “as provided in [Bankruptcy] Rule 9016.” FED. R. BANKR. P. 2004(c). 27. In turn, Bankruptcy Rule 9016 mandates that Rule 45 of the Federal Rules of Civil Procedure “applies in cases under the [Bankruptcy] Code.” FED. R. BANKR. P. 9016.

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28. Rule 45 offers due process protections to subpoenaed persons.3 Subpoenaed persons may move to quash or modify “in the district where compliance is required” rather than having to pursue justice in another district (or state). FED. R. CIV. P. 45(d)(3). A subpoena may not impose “undue burden or expense” on a person subject to a subpoena. FED. R. CIV. P. 45(d)(1). The court “for the district where compliance is required must enforce this duty.” Id. A district court where compliance is required “must quash or modify” a subpoena that subjects a person to undue burden. FED. R. CIV. P. 45(d)(3)(iv). 29. Moreover, Rule 45 only permits commanding the person to whom it is directed to give testimony, to produce documents (or tangible things / ESI), or to permit the inspection of premises. It does not authorize written discovery (e.g., interrogatories). 30. Rule 45 also requires that a subpoena must set out the text of Rule 45(d) and (e), which recount a responding person’s duties and protections. 31. In previous asbestos bankruptcies, PIQs were occasionally used to gather information with the consent of all parties, including the debtor corporation and the asbestos victims. 3 Bestwall is certainly familiar with Rule 45’s requirements. By order of the Bankruptcy Court, Bestwall issued several subpoenas to asbestos bankruptcy trusts in Delaware earlier this year. But those subpoenas were quashed by an Article III judge in Delaware (i.e., the “place of compliance”) on June 1, 2021. Order & Memo. Quashing Bestwall Subpoenas, In re Bestwall LLC, Misc. No. 21-141(CFC) (D. Del. June 1, 2021); and Order Granting Clarification of Same (June 17, 2021) (attached hereto as group Exhibit D).

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32. In explaining its reasoning for issuing PIQs without the required subpoenas, the Bankruptcy Court said: …I have the authority to order the use of the questionnaire pursuant to Rule 2004. It’s the most efficient way to proceed and avoid undue burden. […] I acknowledge that the relief sought by [Bestwall] does not fit neatly into Rule 2004, but the reality is that questionnaires have been used in mass tort bankruptcy cases across the country, including in this Circuit, over the course of many years and I think that’s because courts and parties in those cases have acknowledged that the questionnaires will be helpful to all parties and efficient for purposes of an estimation proceeding. In reviewing the orders attached to [Bestwall’s] motion in which prior courts ordered the use of a questionnaire, none of them required the issuance of a subpoena. That’s likely because to do so is neither practical nor feasible. …I question whether the claimants’ [i.e., Plaintiffs’] counsel really want the questionnaires to be served directly on the claimants in that, ultimately, they will be the ones who have to complete the form because they have the necessary information to do so. Again, serving the questionnaire on the claimants by subpoena would likely just create confusion and delay. Ex. E, In re Bestwall, No. 17-31795 (Bankr. W.D.N.C.), Tr. of Hrg. 3/4/2021, 8:4–10:8. 33. No Plaintiff has consented to be served a Bestwall PIQ. 34. No Plaintiff has consented to respond to a Bestwall PIQ. 35. The Bestwall PIQs do not include the mandatory language from Federal Rule of Civil Procedure 45(d) or (e). 36. The Bestwall PIQs are not subpoenas—and were not served via subpoena—but each PIQ indicates it is issued “under Federal Rule of Bankruptcy Procedure 2004.”

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37. Each PIQ is a 33-page document that commands that a Plaintiff provide written responses to 557 written inquiries and append substantial documentary evidence (e.g., deposition transcripts, written discovery in Plaintiffs’ underlying tort cases, Social Security records, expert reports from the underlying litigation). 38. Only the Court “where compliance is required” may transfer a motion to quash (or similar motion) to the Court issuing a subpoena, and only under “extraordinary circumstances.” FED. R. CIV. P. 45(F). 39. The PIQ Order deprives Plaintiffs of the ability to challenge a Rule 2004 examination (or any aspect thereof) in “the district where compliance is required,” rather than in Bestwall’s handpicked issuing district. 40. The PIQ Order circumvents Rule 45(f)’s “extraordinary circumstances” requirement by commanding that “[a]ny person who seeks relief from any provision of this Order shall do so by motion in this [Bankruptcy] Court.” Ex. B, PIQ Order, at 13 ¶ 17 (emphasis here). 41. Each individual PIQ fails to include language indicating to the Plaintiff how (or where) relief from the PIQ may be pursued. (The individual PIQs do reference the PIQ Order, which is attached to each PIQ.) 42. By the terms of the PIQ Order, Plaintiffs have been instructed to respond to their respective Bestwall PIQs on or before July 26, 2021.

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V. CAUSES OF ACTION A. First Cause of Action: 28 U.S.C. § 2201 Declaratory Relief Validating Plaintiffs’ Due Process Rights and Plaintiffs’ Right to Challenge a Bankruptcy Rule 2004 Order. 43. Plaintiffs re-allege and incorporate by reference all allegations contained in the preceding paragraphs of this Complaint as though fully set forth herein. 44. The Fifth Amendment’s Due Process Clause prohibits federal government deprivations of personal liberty and property interests. 45. The cornerstone of due process is notice and the opportunity to be heard at a meaningful time and in a meaningful manner. 46. Notwithstanding any constitutional concerns, Federal Rule of Civil Procedure 45 provides a subpoenaed party certain clear rights, including: the right to challenge the subpoena in the district where compliance is required;4 the right to move to quash; the right not to disclose privileged or other protected matter; and the right to understand those other rights because of the inclusion of language from subsections (d) and (e). 47. Rule 45 also contemplates that a person who does not obey a subpoena or an order related to it may be held in contempt of court, a clear deprivation of personal liberty and/or property. 4 By the bringing of these proceedings, Plaintiffs in no way waive any objections to the form of the Bestwall PIQs, to the undue burden placed on Plaintiffs should they be required to answer the PIQs, to the form of discovery sought, or any other challenge available in Rule 45 proceedings or otherwise.

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48. The PIQ Order does not expressly contemplate a penalty for noncompliance. But because it is issued from a Bankruptcy Court, and because the judge there has the inherent power to initiate contempt proceedings, it is not unreasonable for Plaintiffs to infer that failure to comply with a PIQ, or alternatively failure to challenge the PIQ in the North Carolina bankruptcy court, may lead to sanctions as severe as contempt. Plaintiffs’ due process rights are jeopardized by the PIQ Order and by the PIQs. 49. By failing to adhere to Bankruptcy Rule 2004’s subpoena requirement, the PIQ Order categorically deprives Plaintiffs of the Congressionally authorized process embodied by the Bankruptcy Statute, the Bankruptcy Rules, and the Federal Rules of Civil Procedure. 50. The PIQ Order, independent of and combined with the PIQs themselves, leaves Plaintiffs under the Damoclean threat of contempt (or other sanctions) in the Bankruptcy Court, but without the protections of Rule 45. 51. The PIQ Order violates Plaintiffs’ due process rights. A federal court must have personal jurisdiction over an individual (or be authorized by statute or court rule) to order compliance with a discovery request. Except when adversary or contested bankruptcy proceedings have been initiated (and they have not here), a bankruptcy court’s in personam jurisdiction to compel discovery compliance is limited to persons served with a valid subpoena. Here, none of the Plaintiffs have been served with such a subpoena. The Bankruptcy Court has no in personam jurisdiction over Plaintiffs, so

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enforcement of the PIQ via motions to compel, show cause, for contempt, etc., will necessarily violate Plaintiff’s due process rights. 52. The goal of the Declaratory Judgment Act is to allow for the efficient resolution of disputes by an early adjudication of the rights of the parties. 53. A declaration that the PIQ Order violates Plaintiffs’ due process rights and/or their protections under the Federal Rules will prevent confusion and uncertainty by efficiently adjudicating the rights of the parties before more complex litigation like contempt proceedings, motions to compel, motions to transfer, etc., will occur. 54. A declaration that the PIQs violate Plaintiffs’ due process rights and/or their protections under the Federal Rules will prevent confusion and uncertainty by efficiently adjudicating the rights of the parties before more complex litigation like contempt proceedings, motions to compel, motions to transfer, etc., will occur. A declaration from this Court will prevent each Plaintiff from having to choose between answering the PIQ in its current form or facing contempt proceedings in a Bankruptcy Court. B. Second Cause of Action: Equitable Relief Forbidding Bestwall from Attempting to Enforce the PIQs. 55. Plaintiffs re-allege and incorporate by reference all allegations contained in the preceding paragraphs of this Complaint as though fully set forth herein. 56. A court’s power to quash and issue subpoenas derives from English chancery courts and predates (both in courts of equity and common-law courts) both the U.S. Constitution and the Judiciary Act of 1789.

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57. Modern federal courts have inherited the traditional powers of both common-law courts and courts of equity. See FED. R. CIV. P. 2; Chauffeurs, Teamsters & Helpers, Local No. 391 v. Terry, 494 U.S. 558, 565 (1990). Moreover, federal courts are permitted, in exigent and critical circumstances, to enjoin parallel proceedings by issuing all writs “necessary or appropriate in aid of their respective jurisdictions and agreeable to the usages and principles of law.” 28 U.S.C. 1651(a). See In re Jimmy John’s Overtime Lit., 877 F.3d 756, 762 n.7 (7th Cir. 2017) (collecting cases) (“A court’s authority under the All Writs Act is not completely distinct from its inherent equitable powers.”) 58. The Bestwall PIQs, and the PIQ Order from which they derive, embody the purpose and compulsory nature of subpoenas duces tecum and ad testificandum, but are unfettered from the protections enacted in Rule 45. 59. Because this Court has power to quash a subpoena duces tecum or ad testificandum that exceeds another Court’s power to issue, it has power to enjoin enforcement of (or, in a practical sense, quash) the PIQs, which are parallel judicial proceedings that exceed the bounds of federal judicial power. 60. Because the PIQs exceed the bounds of federal court power as circumscribed by the Rules of Bankruptcy Procedure and Rules of Civil Procedure, this Court must enjoin Bestwall from attempting to compel compliance with the PIQs, and use its equitable power to quash the PIQs.

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WHEREFORE Plaintiff respectfully requests that this Court grant the following relief authorized by 28 U.S.C. § 2201 and as a federal court of equity: (a) Enter a preliminary injunction (i) ordering that Plaintiffs’ deadline to respond to the Bestwall PIQs be stayed until final resolution of this action, and (ii) directing Defendant Bestwall LLC to refrain from attempting to enforce compliance with the PIQs until this case is over; and (b) Declare that the PIQs violate Plaintiffs’ due process rights under the Fifth Amendment, because the mandatory protections due Plaintiffs under the law are absent from the PIQs; and (c) Enter a permanent injunction, analogous to quashing a subpoena, directing that Defendant Bestwall LLC may not enforce compliance with the PIQs as they are currently issued. Respectfully submitted, KUEHN, BEASLEY & YOUNG, PC MAUNE, RAICHLE, HARTLEY, FRENCH & MUDD, LLC s/ Stephen C. Williams s/ John L. Steffan Stephen C. Williams John L. Steffan IL #6244128 MO #50162 IL #6326053 MO #64180 swilliams@kuehnlawfirm.com jsteffan@MRHFMlaw.com 23 South 1st Street 1015 Locust St. Suite 1200 Belleville, IL 62220 St. Louis, MO 63101 618-277-7260 (ph.), 618-277-7718 (fax) 800-358-5922 (ph.), 314-241-4838 (fax) ATTORNEY FOR PLAINTIFFS ATTY. FOR PLAINTIFF MELISSA TAYLOR

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EXHIBIT B

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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ILLINOIS PATRICIA BLAIR, as personal ) representative for the Estate of LEE ) BLAIR, et al., ) ) Plaintiffs, ) ) Case No. 21-cv-0675-SMY vs. ) ) BESTWALL, LLC, ) ) Defendant. ) PLAINTIFFS’ MOTION FOR PRELIMINARY INJUNCTION This case seeks equitable and declaratory relief to protect Plaintiffs from discovery-like Personal Injury Questionnaires (“PIQs”) that were required to be—but were not—served by subpoena. Plaintiffs’ responses to their respective PIQs are due July 26, 2021. Because the PIQs embody an imminent, irreparable overreach of government power, and because Bestwall, LLC’s failure to comply with the subpoena requirement deprives Plaintiffs of an adequate remedy at law, Plaintiffs move here for a preliminary injunction [1] [staying the PIQ deadline until final resolution of this case and [2] directing Defendant Bestwall, LLC to refrain from attempting to enforce compliance with the PIQs until this case is over.

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BACKGROUND While the merits of the instant case are straightforward—Bestwall was required by law to serve its PIQs by subpoena but did not—the four-year procedural history of case from which the PIQs “issued” may illuminate the issues here. Bestwall, LLC (“Bestwall”) is the successor-in-interest to Georgia-Pacific, LLC, which used to manufacture asbestos-containing joint compound. (Joint compound is a dusty product used by carpenters and construction workers to seal and smooth the seams between sheets of drywall.) Bestwall came into existence in July 2017, when Georgia-Pacific moved to Texas for one day and split into two companies: “New” Georgia-Pacific, LLC (blessed with over $22 billion in assets) and Bestwall, which received less than $200 million in assets and was saddled with all of “old” Georgia-Pacific’s liabilities. The day it came into existence as a Texas LLC, Bestwall moved its place of incorporation to North Carolina to situate itself in a favorable bankruptcy jurisdiction. In November 2017, Bestwall filed for bankruptcy protection in the Western District of North Carolina (“the Bankruptcy Court”). Plaintiffs are victims of “old” Georgia-Pacific’s asbestos. Each of them has (or represents the estate of a family member who died from) mesothelioma, an invariably fatal asbestos-related cancer of the membrane around the lungs or abdominal cavity. Peerman v. Georgia-Pacific Corp., 35 F.3d 284, 285 (7th Cir. 1994). Before the Bestwall bankruptcy, Plaintiffs (many of them Illinois residents) sued Georgia-Pacific in separate

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Illinois state court cases. The Plaintiffs retained Illinois counsel and firms to pursue their respective tort claims. Many Plaintiffs settled with Georgia-Pacific, only to have their settlements remain unfunded due to Bestwall’s November 2017 bankruptcy. On March 23, 2021, upon motion by Bestwall, the Bankruptcy Court entered an order authorizing Bestwall to mail Personal Injury Questionnaires (“PIQs”) directly to Plaintiffs’ respective asbestos counsel without a subpoena. (Ex. A, Order Pursuant to BK Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants and Governing the Confidentiality of Response [“PIQ Order”], No. 17-31796 (Bankr. W.D.N.C. March 23, 2021), at 3, ¶ 5.a) The Bankruptcy Court’s order purports to issue pursuant Federal Rule of Bankruptcy Procedure 2004, which permits an “examination” in bankruptcy court. (Id. at 1.) Each PIQ seeks written responses to 557 discrete inquiries, as well as a document production. (See Ex. B, Bestwall LLC Mesothelioma Claim Questionnaire [“PIQ”].) Information sought includes victim (and family member) Social Security numbers, union records, birthdays, settlements with other tort defendants, and copies of the victim’s Social Security records and medical records. (Id. at 4.) No Plaintiff (nor any of the victims to whom Bestwall has sent PIQs) has received any subpoena, either personally or via counsel. Instead, each PIQ has been mailed (or e-mailed) directly to each Plaintiff’s state tort counsel. (Ex. C, Collected Declarations of Counsel.) The PIQs command Plaintiffs to respond by July 26, 2021. (Ex. B, at 2; Ex. C.)

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Bankruptcy Rule 2004 only permits compelling attendance at a deposition and a document production “as provided in [Bankruptcy] Rule 9016. FED. R. BANKR. P. 2004(c). In turn, Bankruptcy Rule 9016 mandates that Federal Rule of Civil Procedure 45—which governs federal subpoenas—applies. FED. R. BANKR. P. 9016. Rule 45 offers due process protections to subpoenaed persons.1 Such persons have the right to move to quash or modify “in the district where compliance is required” rather than in a faraway issuing district. Fed. R. 45(d)(3). A subpoena may not impose “undue burden or expense” on a subpoenaed person, and only permits a command to the subpoenaed person to give testimony or produce documents. Despite the plain language of the Bankruptcy and Federal Rules, which require Rule 2004 discovery proceedings to go forward by subpoena, the Bankruptcy Court (on Bestwall’s motion) admitted: “I acknowledge that the relief sought by [Bestwall] does not fit neatly into Rule 2004, but the reality is that questionnaires have been used in mass tort bankruptcy cases …over the course of many years.” (Ex. E, In re Bestwall, No. 17-31795 (Bankr. W.D.N.C.), Tr. of Hrg. March 4, 2021, at 8:22–9:7) The Bankruptcy Court noted that previous PIQs “required the issuance of a subpoena,” (id. at 9:16) though ignored the 1 Bestwall is certainly familiar with Rule 45’s requirements. By order of the Bankruptcy Court, Bestwall issued several subpoenas to asbestos bankruptcy trusts in Delaware earlier this year. But those subpoenas were quashed by an Article III judge in Delaware (i.e., the “place of compliance”) on June 1, 2021. See Group Exhibit D, Order & Memo. Quashing Bestwall Subpoenas, In re Bestwall LLC, Misc. No. 21-141(CFC) (D. Del. June 1, 2021); and Order Granting Clarification of Same (June 17, 2021).

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fact that past PIQs were consented to by legitimate debtors and their creditors. To follow the subpoena requirement “is neither practical nor feasible,” continued the judge. “[S]erving the questionnaire on the claimants by subpoena would likely just create confusion and delay.” (Id. at 9:24–10:2.) Because the PIQs were distributed to Plaintiffs by mail, without a Rule 45 subpoena, there are no subpoenas for Plaintiffs to quash. Instead, the Bankruptcy Court has ordered that any challenge to the PIQ be made before the Bankruptcy Court, rather than the district court “where compliance is required.” (Ex. A, 13 ¶ 17.) Plaintiffs have brought a Complaint for Equitable and Declaratory Relief, seeking this Court to declare Plaintiffs’ rights not to answer the PIQs (in the absence of the required subpoenas) and to enjoin Bestwall from enforcing compliance with the PIQs. Contemporaneously with the filing of their Complaint, Plaintiffs hereby move the Court for an order granting a preliminary injunction to preserve the status quo until the case can be resolved on the merits. A preliminary injunction must issue here because [1] Plaintiffs’ case, which turns on a straightforward reading of the federal rules, is highly likely to succeed; [2] the Bestwall PIQs—which extend beyond the scope of any authority under which they purportedly issued—raise the specter of imminent, irreparable harm to Plaintiffs; and [3] Plaintiffs have no adequate remedy at law because that remedy—a motion to quash a

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subpoena—has been eliminated by the PIQ Order. A preliminary injunction will protect Plaintiffs’ rights and the public interest while causing no harm to Bestwall. ANALYSIS The purpose of a preliminary injunction is “merely to preserve the relative positions of the parties” until a case ends. Benisek v. Lamone, 138 S. Ct. 1942, 1945 (2018). Preliminary injunctions are necessary to mitigate the damage that can be done during an interim period before a legal issue is resolved on the merits. In re A&F Enterprises, Inc. II, 742 F.3d 763, 766 (7th Cir. 2014). A preliminary injunction is “always appropriate to grant intermediate relief of the same character as that which may be granted” permanently. De Beers Consol. Mines v. United States, 325 U.S. 212, 220 (1945). Issuing a preliminary injunction requires [1] some likelihood that the movant’s ultimate claim will succeed on the merits; [2] the presence of irreparable harm in the absence of the injunction; and [3] the inadequacy of traditional legal remedies. Speech First, Inc. v. Killeen, 968 F.3d 628, 637 (7th Cir. 2020); Eli Lilly & Co. v. Arla Foods, Inc., 893 F.3d 375, 381 (7th Cir. 2018). Once the movant makes that threefold showing, the court balances the harm to the moving party, other parties, and the public. Id. In the Seventh Circuit, a “sliding-scale” approach is used: the more likely it is the plaintiff will succeed on the merits, the less the balance of irreparable harms need weigh towards its side. Cassell v. Snyders, 990 F.3d 539, 545 (7th Cir. 2021); Abbott Labs. v. Mead Johnson & Co., 971 F.2d 6, 12 (7th Cir. 1992). An order granting an injunction must state the

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reasons why it issues, state its terms specifically, and describe (in reasonable detail, and not referring to the complaint or another document) the act or acts restrained. FED. R. CIV. P. 65(d)(1)(A)–(C). 1. Plaintiffs’ Likelihood of Success is Extremely High, Depending only on a Straightforward Application of Mandatory Federal Rules. A party moving for preliminary injunction “need not demonstrate a likelihood of absolute success on the merits,” only that its “chances to succeed on his claims are better than negligible.” Valencia v. City of Springfield, Ill., 883 F.3d 959, 966 (7th Cir. 2018). Here, because the PIQs were mailed to Plaintiffs’ counsel without the subpoena required by the plain language of the Bankruptcy and Civil Rules, Plaintiffs’ likelihood of success borders on the absolute. The PIQs, and the order authorizing them, purport to be grounded in Federal Rule of Bankruptcy Procedure 2004. (See Ex. A; Ex. B) That rule permits the court-ordered “examination” of any entity relating to the acts, conduct, or property or to the liabilities and financial condition of the debtor. FED. R. BANKR. P. 2004. But Rule 2004 has strict limits. It only permits compelling attendance and production of documents “as provided in [Bankruptcy] Rule 9016.” FED. R. BANKR. P. 2004(c). In turn, Bankruptcy Rule 9016 (titled simply, “Subpoena”) mandates that Federal Rule of Civil Procedure 45 “applies in cases under the [Bankruptcy] Code.” FED. R. BANKR. P. 9016. And Rule 45 shifts power from the issuing Bankruptcy Court to a subpoenaed person’s local Article III court.

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Federal Rule of Civil Procedure 45 (also titled simply, “Subpoena”) provides substantial due process protections to subpoenaed persons. The Rule permits subpoenaed persons to move to quash or modify “in the district where compliance is required” rather than in another district (or faraway state). FED. R. CIV. P. 45(d)(3). The district court where compliance is required “must quash or modify” any subpoena that subjects a person to undue burden, or does not allow reasonable time to comply, or requires discovery be done over 100 miles from a person’s home or business, or requires disclosure of privileged information. FED. R. CIV. P. 45(d)(3)(i)–(iv). In other words, it is the subpoenaed person’s home district, rather than the subpoenaing party’s handpicked forum, where a properly issued subpoena is challenged. But here, Bestwall and the Bankruptcy Court completely ignore the mandatory requirement that a Rule 2004 examination may only be compelled by subpoena. The Bankruptcy Court was absolutely clear—and absolutely outside its authority—on the matter: “I acknowledge that [the use of the PIQ] does not fit neatly into Rule 2004.” (Ex. E, 8:22–23.) Instead of issuing the PIQ via personally served subpoena, the Court simply required service of the PIQ by mail on Plaintiffs’ counsel in underlying tort litigation. (Ex. A, at 3 ¶ 5.a.) “This Court has authority to order the use of [PIQs] pursuant to Federal Rule of Bankruptcy Procedure 2004, and use of the [PIQ] is the most efficient way to proceed and avoid undue burden.” (Ex. A, 2 ¶ 2.)

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One judge’s assessment of efficiency2 cannot trump a person’s right to challenge a subpoena in the local federal district where compliance is required. Whether the PIQ is efficient or not is beside the point: bankruptcy courts, like all federal courts, have power grounded in and limited by statute. Celotex Corp. v. Edwards, 514 U.S. 300, 307 (1995). By law, no bankruptcy court (like the Bankruptcy Court here) has the power to authorize a Rule 2004 examination in the absence of a subpoena, and no bankruptcy debtor (like Bestwall here) is entitled to a third party’s information absent a subpoena. Bestwall has issued the PIQs pursuant to an order that is categorically beyond the North Carolina Bankruptcy Court’s power to issue or enforce. Under the Declaratory Judgment Act, this Court has the authority to declare Plaintiffs’ respective rights not to answer the subpoena-less PIQs. 28 U.S.C. § 2201. See also Medical Assurance Co., Inc. v. Hellman, 610 F.3d 371, 377, 382 (7th Cir. 2010) (“The purpose of the Declaratory Judgment Act is to facilitate efficient outcomes” and “allow for the efficient resolution of disputes by an early adjudication of the rights of the parties”). Under both the All Writs Act and its equitable powers, this Court has authority to enjoin Bestwall from enforcing the PIQs until Plaintiffs can challenge an actual subpoena in the proper court. 28 U.S.C. § 1651(a). 2 Plaintiffs in no way agree with the Bankruptcy Court’s assessment of the burden placed on Plaintiffs by a properly issued subpoena accompanied by a questionnaire. But that is an argument left for when subpoenas—as required by law—actually issue.

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This Court undoubtedly has the power to quash any subpoena duces tecum or ad testificandum that exceeds another federal court’s power to issue; it likewise has the power to enjoin enforcement of (or effectively quash) a third-party discovery device that does not even carry a subpoena’s basic protections. Plaintiffs’ likelihood of success in challenging the PIQs far exceeds the Seventh Circuit’s “better than negligible” standard. Valencia, 883 F.3d at 966. 2. Irreparable Harm: the Damoclean Threat to Plaintiffs in the Absence of a Preliminary Injunction Plaintiffs are subject to irreparable harm in at least two ways: an imminent threat to their due process rights, and the specter of having to spend money on out-of-state counsel to complete an unauthorized discovery questionnaire they do not even have the ability to challenge in the district where compliance is required. a. Irreparable Harm: Due Process Rights and Rights Under the Federal Rule. As to Plaintiffs’ due process rights, irreparable harm can be presumed when government action allegedly violates constitutional rights. 11A WRIGHT & MILLER, FEDERAL PRACTICE & PROCEDURE § 2948.1 (2d ed 1995) (“When an alleged deprivation of a constitutional right is involved, most courts hold that no further showing of irreparable injury is necessary.”) See also Elrod v. Burns, 427 U.S. 347, 373–74 (1976) (“The loss of [constitutional] freedoms, for even minimal periods of time, unquestionably constitutes irreparable injury.”). Irreparable harm “is presumed to flow

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from a constitutional violation which is not fully compensable by monetary damages.” Bordelon v. Chi. School Reform Bd. of Trustees, 8 F. Supp. 2d 779, 789 (N.D. Ill. 1998). In Rule 2004 proceedings, neither Bestwall nor the issuing Court have the power to reach into Illinois absent a subpoena. Like all federal courts, bankruptcy court power is grounded in—and limited by—statute. Celotex Corp. v. Edwards, 514 U.S. 300, 307 (1995). Moreover, any federal court must of course “have personal jurisdiction to order compliance with a discovery request.” Leibovitch v. Islamic Republic of Iran, 188 F. Supp. 3d 734, 745 (N.D. Ill. 2016). See also Gucci America, Inc. v. Weixing Li, 768 F.3d 122, 141 (2d Cir. 2014). Without express statutory authorization to reach into Illinois to subject Illinois residents to its coercive power, any court acts beyond the bounds of both its statutory power and those residents’ due process rights.3 But a bankruptcy court’s power, via Rule 2004, is explicitly cabined by Rule 45’s subpoena requirement. That Rule gives Plaintiffs a panoply of options to challenge a subpoena not in front of a faraway issuing bankruptcy judge, but in front of an Article III judge in this district. See FED. R. CIV. P. 45(d)(3)(i)–(iv). One of a court’s “prime” concerns 3 Because the issuing court is a federal court, it is the Fifth Amendment’s due process clause, not the Fourteenth Amendment’s, which is implicated here. While it is true that bankruptcy courts have broad power to reach into any state if “adversary” proceeding or “contested” matter have begun, that power is similarly cabined by the absolute requirement that any person subject to such a proceeding must be served personally. See In re Teknek, LLC, 512 F.3d 342, 345 (7th Cir. 2007). Here, Bestwall (and the Bankruptcy Court) have intentionally gone forward in the absence of contested matters or adversary proceedings, and personal service has not been effectuated on any person purportedly subject to the PIQ Order.

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under Rule 45 “should be avoiding burdens on local nonparties subject to subpoenas.” FED. R. CIV. P. 45(f), Advisory Committee Note (2013 amendments). The Bankruptcy Code, in tandem with the Federal Rules, controls what process is due Plaintiffs, who have a right under the Fifth Amendment to be free from federal overreach. Compliance with the PIQ, without having access to Rule 45’s protections, circumvents the process that is due and violates Plaintiffs’ rights. Without a preliminary injunction, there will be significant irreparable harm to Plaintiffs. b. Irreparable Harm: Economic, Privacy, and Time Costs. Where harm “cannot be prevented or fully rectified” by a final judgment, harm is irreparable and a preliminary injunction is proper. Roland Machinery Co. v. Dresser Indus., Inc., 749 F.2d 380, 386 (7th Cir. 1984). See also Turnell v. CentiMark Corp., 796 F.3d 656, 666 (7th Cir. 2015) (“reparable” harm means harm that can be quantified and compensated by subsequent damages). There must be more than a mere possibility that harm will come to pass, but the alleged harm need not be certain to occur before a court may grant a preliminary injunction. Mich. v. U.S. Army Corps of Eng’rs, 667 F.3d 765, 788 (7th Cir. 2011). Here, in the absence of an injunction, Plaintiffs face unenviable, irreparable, wrongful choices. A Plaintiff could hire a North Carolina attorney to challenge the PIQ in Bestwall’s handpicked jurisdiction. But as discussed above, such a choice would be

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made because the protections of Rule 45 have been ignored by Bestwall and the issuing court, and would certainly not be rectifiable through later proceedings.4 Alternatively, a Plaintiff could fill out the massive PIQ,5 costing time and (potentially) financial resources that are also not compensable by any subsequent damages. Moreover, responding to the PIQ without the benefit of moving to quash will put into Bestwall’s hands facially confidential information like Social Security numbers, birthdays, and medical records. See Council on American-Islamic Relations v. Gaubatz, 667 F. Supp. 2d 67, 76–77 (D.D.C. 2009) (public disclosure of confidential, personal information constituted irreparable harm). Of course, a Plaintiff could decide to thumb its nose at Bestwall and the issuing Court, risking contempt sanctions in a Court that lacks power over Plaintiffs because no subpoena issued, then a lengthy, expensive appeal. In the absence of a preliminary injunction, any route chosen by a Plaintiff will lead to irreparable harm to due process rights and some combination of privacy interests and economic interests. To preserve the status quo and protect Plaintiffs from irreparable harm, this Court should issue a preliminary injunction. 4 Such a choice would fundamentally harm Plaintiffs’ ability to have the Article III court “where compliance is required” enforce the principle of “avoiding burdens on local nonparties subject to subpoenas.” FED. R. CIV. P. 45(f), Advisory Committee Note (2013 amendments). 5 Notably, Rule 45 does not allow for the type of written discovery embodied by the PIQs. But that discrepancy is for another day, when subpoenas actually issue as required.

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3. No Adequate Legal Remedy: Compensatory Damages Unavailable, and the Correct Remedy—Quashing a Subpoena—is Sidestepped by the PIQ. “The premise of the preliminary injunction is that the remedy available at the end of trial will not make the plaintiff whole.” American Hosp. Supply Corp. v. Hospital Products Ltd., 708 F.2d 589, 594 (7th Cir. 1986). To establish that it has no adequate remedy at law, a movant must simply show that any remedy must “be seriously deficient as to the harm suffered.” Foodcomm Intern. v. Barry, 328 F.3d 300, 304 (7th Cir. 2003). Here, as discussed above, the harm suffered is Plaintiffs’ inability to challenge Bestwall’s subpoena-free discovery device in the appropriate court.6 Plaintiffs lack any remedy at law, since compensatory damages would be impracticable to calculate and impossible to link to the loss of the right to move to quash. See Foodcomm 328 F.3d at 304. Plaintiffs’ real remedy—quashing a subpoena in this Court under Rule 45(d)—has been stripped away by Bestwall’s PIQ. And the clock is ticking for Plaintiffs, who cannot wait until after July 26 (the PIQ due date) for injunctive and declaratory relief. Preliminary relief should issue now because waiting until after the due date requires Plaintiffs to either risk contempt proceedings in an out-of-state district or to respond to the PIQs without the ability to quash a required attendant Rule 45 subpoena. 6 Separate harm will occur should Plaintiffs be forced to answer the wide-ranging, burdensome questions posed in the PIQs. But without a subpoena to challenge, Plaintiffs cannot even argue against those harms unless this Court enjoins Bestwall and prompts it to issue subpoenas as required by law.

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4. Balance of Harms: Absent an Injunction, Plaintiffs and the Public Interest Suffer from Unstopped Government Overreach; on the Other Hand, an Injunction Causes no Harm to Bestwall, which can Simply Issue Required Subpoenas. As discussed above, the harm to Plaintiffs absent a preliminary injunction is significant, in terms of both due process and unpredictable monetary and time costs. But the public interest is also implicated by the Bestwall PIQ’s circumvention of the requirements of due process and Rule 45. In addition to maintaining the status quo for Plaintiffs, an injunction here will, on its face, serve the public interest by preventing the violation of Plaintiffs’ due process rights (and rights under Rule 45). Courts recognize that protecting any plaintiff from governmental overreach is always in the public’s interest. “[I]t is always in the public interest to prevent the violation of a party’s constitutional rights.” Free the Nipple—Fort Collins v. City of Fort Collins, Colo., 237 F. Supp. 3d 1126, 1134–35 (D. Colo. 2017) (collecting cases). See also Carson v. Simon, 978 F.3d 1051, 1061 (8th Cir. 2020) (“[I]t is always in the public interest to protect constitutional rights.”). That is especially true here, where the party (and issuing Bankruptcy Court) perpetrating the overreach have already had multiple far-reaching subpoenas quashed by an Article III court in Delaware (i.e., the “place of compliance” for the quashed subpoenas). (See Ex. D.) Finally, the Court should acknowledge that Bestwall will suffer no prejudice from either the preliminary (or later, permanent) equitable relief sought here. Bestwall will be free to serve a subpoena on Plaintiffs, as the Rules required in the first instance.

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In light of the high likelihood of success, the severe potential harm to Plaintiffs, the potential precedent against government overreach, and the complete lack of harm to Bestwall should an injunction issue, the balance of equities weighs heavily in favor of a preliminary injunction. CONCLUSION The Bestwall PIQs (and the order authorizing those PIQs) trammel Plaintiffs’ due process rights by violating both the Bankruptcy Code and the Rules of Civil Procedure. Any attempt to enforce compliance with the PIQs will likewise violate Plaintiffs’ Fifth Amendment rights to be free from the power of a judge who lacks in personam jurisdiction over Plaintiffs or the legal power to issue a subpoena-free Rule 2004 PIQ. Rather than face the choice between possible contempt proceedings or answering the PIQs, Plaintiffs seek declaratory relief and an injunction that will protect their rights. Because the PIQs so plainly violate Bankruptcy Rule 2004, Bankruptcy Rule 9016, and Federal Rule of Civil Procedure 45’s subpoena requirement, Plaintiffs’ chances of ultimate success are very high. The harm to Plaintiffs’ constitutional and economic interests in the absence of an injunction is also high, and cannot be remedied by traditional legal means. This Court must issue a preliminary injunction staying the PIQ deadline until final resolution of this case and directing Defendant Bestwall, LLC to refrain from attempting to enforce compliance with the PIQs until this case is over.

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An order granting an injunction must state the reasons why it issues, state its terms specifically, and describe (in reasonable detail, and not referring to the complaint or another document) the act or acts restrained. FED. R. CIV. P. 65(d)(1)(A)–(C). In addition to recounting the legal authorities above as reason for a preliminary injunction, Plaintiffs request the following simple language in the Court’s order granting an injunction: [1] Defendant Bestwall, LLC, is preliminary enjoined from taking any action to enforce Plaintiffs to comply with the Bestwall PIQs; [2] Plaintiffs need not respond to the Bestwall PIQs until such time as final judgment is entered in this case. Respectfully submitted, MURPHY & MURPHY LLC s/ G. Patrick Murphy G. Patrick Murphy IL # 1994484 efile@murphymurphyllc.com 3415 Office Park Dr., Ste. D Marion, IL 62959 618-248-3236 (ph.) ATTORNEYS FOR PLAINTIFFS KUEHN, BEASLEY & YOUNG, PC MAUNE, RAICHLE, HARTLEY, FRENCH & MUDD, LLC s/ Stephen C. Williams s/ John L. Steffan Stephen C. Williams John L. Steffan IL #6244128 MO #50162 IL #6326053 MO #64180 swilliams@kuehnlawfirm.com jsteffan@MRHFMlaw.com 23 South 1st Street 1015 Locust St. Suite 1200 Belleville, IL 62220 St. Louis, MO 63101 618-277-7260 (ph.), 618-277-7718 (fax) 800-358-5922 (ph.), 314-241-4838 (fax) ATTORNEY FOR PLAINTIFFS ATTY. FOR PLAINTIFF MELISSA TAYLOR

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Certificate of Service I hereby certify that on June 22, 2021, I will cause to be served, contemporaneously with the Complaint and Summons, a copy of this Motion for Preliminary Injunction on Bestwall LLC via its registered agent, CT Corporation at 160 Mine Lake Ct., Suite 200 in Raleigh, NC 27615. I further affirm that I will forward the attached motion via email to counsel for Bestwall LLC Gregory Gordon and Jeffrey B. Ellman. s/ G. Patrick Murphy

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EXHIBIT C

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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ILLINOIS PATRICIA BLAIR, as personal ) representative for the Estate of LEE ) BLAIR, et al., ) ) Plaintiffs, ) ) Case No. 21–cv–0675-SMY vs. ) ) BESTWALL, LLC, ) ) Defendant. ) PLAINTIFFS’ MOTION FOR EXPEDITED HEARING RE: PRELIMINARY INJUNCTION This case seeks equitable and declaratory relief to protect Plaintiffs from discovery-like Personal Injury Questionnaires (“PIQs”) that were required to be—but were not—served by subpoena. Plaintiffs’ responses to their respective PIQs are due July 26, 2021. Plaintiffs have filed a Complaint and, contemporaneously, a Motion for Preliminary Injunction that sets out why preliminary relief is needed to protect Plaintiffs from imminent, irreparable harm. Plaintiffs hereby MOVE for an EXPEDITED HEARING on the Motion for Preliminary Injunction at the Court’s earliest convenience, Respectfully submitted, MURPHY & MURPHY LLC s/ G. Patrick Murphy G. Patrick Murphy IL # 1994484 efile@murphymurphyllc.com 3415 Office Park Dr., Ste. D Marion, IL 62959 618-248-3236 (ph.) ATTORNEYS FOR PLAINTIFFS

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KUEHN, BEASLEY & YOUNG, PC MAUNE, RAICHLE, HARTLEY, FRENCH & MUDD, LLC s/ Stephen C. Williams s/ John L. Steffan Stephen C. Williams John L. Steffan IL #6244128 MO #50162 IL #6326053 MO #64180 swilliams@kuehnlawfirm.com jsteffan@MRHFMlaw.com 23 South 1st Street 1015 Locust St. Suite 1200 Belleville, IL 62220 St. Louis, MO 63101 618-277-7260 (ph.), 618-277-7718 (fax) 800-358-5922 (ph.), 314-241-4838 (fax) ATTORNEY FOR PLAINTIFFS ATTY. FOR PLAINTIFF MELISSA TAYLOR Certificate of Service I hereby certify that on June 22, 2021, I will cause to be served, contemporaneously with the Complaint and Summons, a copy of this Motion for Expedited Hearing re: Preliminary Injunction on Bestwall LLC via its registered agent, CT Corporation at 160 Mine Lake Ct., Suite 200 in Raleigh, NC 27615. I further affirm that I will forward the attached motion via email to counsel for Bestwall LLC Gregory Gordon and Jeffrey B. Ellman. s/ G. Patrick Murphy

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EXHIBIT D

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EXHIBIT C Collected Declarations of Counsel

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PATRICIA BLAIR, as personal representative for the) Estate of LEE BLAIR, et al., ) ) ​ ​Plaintiffs, ) ) ) vs. ) ) BESTWALL, LLC, ) ) ​ ​Defendant. 28 U.S.C. § 1746 DECLARATION OF MARCUS E. RAICHLE, JR. 1. I am over the age of twenty-one (21) years and am competent to make this declaration. The statementscontained herein are based on my personal knowledge and are true and correct. 2. I am an Illinois-licensed attorney with the law firm of Maune, Raichle, Hartley, French & Mudd, LLC(“MRHFM”). I have been representing asbestos/mesothelioma victims since May 1994. 3. On or about April 2, 2021, my firm received by U.S. Mail a letter from Donlin, Recano & Company, Inc.,which I understand to be the claims administrator for Bestwall, LLC. Attached to the letter were threedocuments: a. A copy of the Bestwall Mesothelioma Questionnaire (“PIQ”); andb. A copy of U.S. Bankruptcy Judge Laura T. Beyer’s “Order Pursuant to Bankruptcy Rule 2004Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants andGoverning the Confidentiality of Responses;” and c. A twelve-page spreadsheet purporting to list my clients who are “mesothelioma claimants.” Thespreadsheet contains a list of 355 identifying names purportedly subject to Judge Beyer’s order,including my deceased client Donald R. Taylor. 4. The PIQ is a 33-page document that purports to require by July 26, 2021, among other information: a. Answering questions represented by hundreds of data fields;b. The attachment of any client claim forms submitted to asbestos bankruptcy trusts;c. The attachment of all discovery from each client’s personal injury case;d. The attachment of medical records, union employment records, and Social Security records 5. None of my clients were served a subpoena related to the PIQ (or to any other proceeding in the W.D.N.C. Bankruptcy Court). I declare under penalty of perjury that the foregoing is true and correct. Executed on ______________. ​ ​ ​ ​ ​ ​ ​ ________________________ ​ ​ ​ ​ ​ ​ ​ Marcus E. Raichle, Jr.

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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ILLINOIS PATRICIA BLAIR, as personal representative ) for the Estate of LEE BLAIR, et al., ) ) Plaintiffs, ) ) vs. ) ) BESTWALL, LLC, ) ) Defendant. ) 28 U.S.C. § 1746 DECLARATION OF DAVID AUBREY 1. I am over the age of twenty-one (21) years and am competent to make this declaration. The statements contained herein are based on my personal knowledge and are true and correct. 2. I am an Illinois-licensed attorney with The Gori Law Firm, an Illinois law firm I have been representing asbestos/mesothelioma victims since 2011. 3. On or about April 2, 2021, my firm received by U.S. Mail at its main office in Edwardsville, Illinois, a letter from Donlin, Recano & Company, Inc., which I understand to be the claims administrator for Bestwall, LLC. Attached to the letter were three documents: a. A copy of the Bestwall Mesothelioma Questionnaire (“PIQ”); andb. A copy of U.S. Bankruptcy Judge Laura T. Beyer’s “Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants and Governing the Confidentiality of Responses;” andc. A 27-page spreadsheet purporting to list my clients who are “mesothelioma claimants.” The spreadsheet contains a list of 851 identifying names purportedly subject to Judge Beyer’s order, including my clients Sheryl Evans, Miguel Fons, Terrence Camilleri, and William Cutler. 4. The PIQ is a 33-page document that purports to require by July 26, 2021, among other information: a. Answering questions represented by hundreds of data fields;b. The attachment of any client claim forms submitted to asbestos bankruptcy trusts;c. The attachment of all discovery from each client’s personal injury case;d. The attachment of medical records, union employment records, and Social Security records5. None of my clients were served a subpoena related to the PIQ (or to any other proceeding in theW.D.N.C. Bankruptcy Court). I declare under penalty of perjury that the foregoing is true and correct. Executed on June 21, 2021. ________________________ David Aubrey

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TRICIA BLAIR, as penonal representative ) the Estate of LEE BLAIR, et al., ) ) Plaintiffs, ) ) ) ) .STW ALL, LLC, ) ) Defendant. ) 2s u,s,c. § 1746 DECLARATION OF KATHY BYRNE 1. 1s taamtem oevnetrs cthoen taaginee odf h tewreeinnt yar-eo nbea s(e2d1 )o ny emarys paenrsdo naaml kcnoomwpleetdegnet atnod m aarek etr uthei as ndde ccolarrraetcito. n. 2. 1re apmre saenn tIilnlign oaissb-eliscteonss/mede saotttohrenlieoym wa ivtihc ttihmes Islilnincoei 1s 9l8a8w. firm of Cooney &t Conway. I have be3. Oafo lnre Bottree asr tbfwrooaumltl, A DLpLorCnill. i 2An, ,2t tR0a2ec1ch,ae mndo yt &o ft i trChmeo mlreeptctaeenirv ywe,d eI rnbecy .t, he wlreehceit crdohon cIi ucum nmdeaneilrt ssa:tt a intsd m toa ibne o tfhfeic cel ianim Csh iacdamgoin, iIslltirnaotia. A copy of the Bestwall Mesothelioma Questionnaire ("PIQ"); and b. 2A0 0c4o pDyi roefc Utin.Sg. SBuabnmkriusspitocny oJuf dPgeers Lonaualr aI nTj.u Brye yQeure'ss t"iOonrdneairr Pesu rbsyu aPnetn tdoi nBga nMkersuoptthccyl iRomulClaimants and Governing the Confidentiality of Responses;" and c. A multi-page spreadsheet purporting to list my clients who arc "mesothclioma claimants."Torhdee sr,p irnecaldusdhienegt mcoyn tdaeicnesa as elids tc olife nidt Venetrinfyoinn gB onganmeer.s purportedly !t"l.lbject to Judge Beyer's 4. The aP.I Q Aisn as w33e-rpinagge q duoesatiimonesn rte tphraets peunrtpedo rbtys thou rnedqrueirdes boyf dJualtya 2fi6e,l d2s0;2 1, among other information: b. The attachment of any client claim forms submitted to asbestos bankruptcy trusts; c. The attachment of all discovery from each client's personal injury case; d. The attachment of medical records, union employment records, and Social Security records 5. Nprooncee eodf imngy icnl itehnet sW o.nD t.hNe. Ca.t tBacahnekdru lpisttc yw Ceoreu rste)r. ved a subpoena related to the PIQ (or to any other I declare under penalty of perjury that the foregoing is true and corrcc Executed on June 20, 2021.

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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ILLINOIS PATRICIA BLAIR, as personal representative for the Estate of LEE BLAIR, et al., Plaintiffs, vs BESTWALL, LLC, 1)efendant. 28 U.S.C. § 1746 DECLARATION OF CHRISTOPHER R. GUINN 1. I am over the age of twenty-one (21) years and am competent to make this declaration. The statements contained herein are based on my personal knowledge and are true and correct. I am an Illinois-licensed attorney with the Illinois law firm of Simmons Hanly asbestos/mesothelioma victims since Conroy ("SHC"). I have been representing 2004. 3. On or about April 1, 2021, my firm received by U.S. Mail at its main office in Alton, Illinois, a letter from Donlin, Recano & Company, Inc., which I understand to be the claims administrator for Bestwall, LLC. Attached to the letter were three documents: a. A copy of the Bestwall Mesothelioma Questionnaire ("PIQ"); and b. A copy of U.S. Bankruptcy Judge Laura T. Beyer's "Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants and Governing the Confidentiality of Responses;" and c. A 5-page spreadsheet purporting to list my clients who are "mesothelioma claimants." The spreadsheet contains a list of 159 identifying names purportedly subject to Judge Beyer's order. d. The PIQ further defines "mesothelioma claimants" as "every person who alleges a claim against Bestwall based on a diagnosis of mesothelioma on or before May 1, 2020 ... that arose, in whole or in part, from alleged exposure to joint compound products that (a) contained asbestos either as a constituent ingredient or an alleged contaminant ... and (1D) were manufactured and sold by the Debtor or its predecessors (including Old 1

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EXHIBIT E

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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 Debtor. ORDER GRANTING DEBTOR’S EMERGENCY MOTION TO ENFORCE PIQ ORDER AND AUTOMATIC STAY This matter came before the Court on the Debtor’s Emergency Motion to Enforce PIQ Order and Automatic Stay (Dkt. _______) (the “Motion”). Based upon a review of the Motion and briefing, and after considering the arguments of counsel at the hearing before the Court on _______________, 2021, the Court hereby FINDS, 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. 3. The following claimants (the “Illinois Claimants”) received notice of the Debtor’s Motion for Order Pursuant to Bankruptcy Rule 2004 Directing Submission of 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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Personal Injury Questionnaires by Pending Mesothelioma Claimants (Dkt. 1236) (the “PIQ Motion”) that was reasonably calculated, under all the circumstances, to apprise them of the PIQ Motion and afford them an opportunity to present their objections: a. Patricia Blair, as personal representative for the Estate of Lee Blair; b. Judy Bogner, as personal representative for the Estate of Vernon Bogner; c. Violet Butler, as personal representative for the Estate of Ralph Butler; d. Betty Jean Camilleri, as personal representative for the Estate of Terrence Camilleri; e. Wilda Carden, as personal representative for the Estate of Harry Carden; f. Cheryl D. Wooter, as personal representative for the Estate of William Cutler; g. Sheryl Evans; h. Maria Fons, as personal representative for the Estate of Miguel Fons; i. John Guzman, as personal representative of the Estate of Joe Guzman; j. Terri Martinek, as personal representative of the Estate of William Martinek; k. Christopher Nelson, as personal representative for the Estate of Roger Nelson; l. William Quigley, as personal representative for the Estate of Marie Quigley; and

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m. Melissa Taylor, as personal representative for the Estate of Donald Taylor. 4. The Illinois Claimants are bound by the Court’s Order Pursuant to Bankruptcy Rule 2004 Directing Submission of Personal Injury Questionnaires by Pending Mesothelioma Claimants and Governing the Confidentiality of Responses (Dkt. 1670) (the “PIQ Order”) and are required to comply with the requirements and deadlines contained therein. 5. The Illinois Claimants’ lawsuit filed in the United States District Court for the Southern District of Illinois, No. 3:21-cv-00675-SMY, on June 21, 2021, violated the PIQ Order and the automatic stay under 11 U.S.C. § 362(a). 6. The Illinois Claimants and the four law firms that represent them in this bankruptcy case (Maune, Raichle, Hartley, French & Mudd, LLC; The Gori Law Firm; Cooney & Conway; and Simmons Hanly Conroy) are ordered to show cause why they should not be held in contempt for violating the PIQ Order and automatic stay at a hearing to be held on _______________, 2021. 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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