Case KG Doc 153 Filed 04/10/19 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. x : : : : : : : : x

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1 Case KG Doc 153 Filed 04/10/19 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re HEXION HOLDINGS LLC, et al., 1 Debtors. x x Chapter 11 Case No (KG) Jointly Administered Objection Deadline April 24, 2019 at 400 p.m. (ET) Hearing Date May 1, 2019 at 200 p.m. (ET) DEBTORS APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN OMNI MANAGEMENT GROUP, INC. AS ADMINISTRATIVE AGENT AND (II) GRANTING RELATED RELIEF Hexion Holdings LLC ( Hexion ) and its affiliated debtors and debtors in possession (collectively, the Debtors ) respectfully request entry of an order, substantially in the form of Exhibit A hereto (the Order ), pursuant to sections 105(a) and 327 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rules and of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), authorizing the employment and retention of Omni Management Group, Inc. ( Omni ) as administrative agent ( Administrative Agent ) in the Debtors chapter 11 cases. In support of this application (the Application ), the Debtors rely 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors corporate headquarters is 180 East Broad Street, Columbus, Ohio

2 Case KG Doc 153 Filed 04/10/19 Page 2 of 9 on and incorporate by reference the (i) George F. Knight s Declaration in Support of the Debtors Chapter 11 Petitions and First Day Pleadings (the Knight Declaration ) [Docket No. 3], filed on the Petition Date (as defined below) and (ii) the Declaration of Brian Osborne in Support of Debtors Application for Entry of an Order (I) Authorizing the Debtors to Employ and Retain Omni Management Group, Inc. as Administrative Agent and (II) Granting Related Relief (the Osborne Declaration ), attached as Exhibit B and incorporated herein by reference. In further support of this Application, the Debtors, by and through their undersigned counsel, respectfully represent JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this matter under 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, This is a core proceeding pursuant to 28 U.S.C. 157(b), and, under Rule (f) of the Local Rules, the Debtors consent to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue of these cases and this Application in this district is proper under 28 U.S.C and The statutory and legal predicates for the relief requested herein are sections 105(a), 327, 330, and 331 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules and BACKGROUND 2. On April 1, 2019 (the Petition Date ), each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. The Debtors are authorized to operate their business and 2

3 Case KG Doc 153 Filed 04/10/19 Page 3 of 9 manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On April 10, 2019, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ) appointed the Official Committee of Unsecured Creditors (the Creditors Committee ). 3. Additional information about the Debtors business, capital structure, and the events leading up to the Petition Date are set forth in the Knight Declaration, filed on the Petition Date. RELIEF REQUESTED 4. On the Petition Date, the Debtors filed an application (the Section 156(c) Application ) for an order appointing Omni as claims and noticing agent pursuant to 28 U.S.C. 156(c), section 105(a) of the Bankruptcy Code, and Local Rule (f). The Debtors believe that the administration of these chapter 11 cases will require Omni to perform duties outside the scope requested in the Section 156(c) Application. Therefore, to enable Omni to provide services outside the scope of the Section 156(c) Application, the Debtors submit this Application for entry of an order (i) authorizing the Debtors to employ and retain Omni as Administrative Agent for the Debtors to perform the services set forth below in these chapter 11 cases; (ii) approving the terms the terms of Omni s employment and retention, including the fee and expense structure and the indemnification, contribution, reimbursement, and related provisions set forth in the Retention Agreement; (iii) granting the relief requested in the Order; and (iv) granting such other and further relief that the Court deems just and proper. 5. The terms of Omni s retention are set forth in the Engagement Agreement annexed hereto as Exhibit 1 to Exhibit A (the Engagement Agreement ). 3

4 Case KG Doc 153 Filed 04/10/19 Page 4 of 9 OMNI S QUALIFICATIONS 6. As a specialist in claims management and legal administration services, Omni provides comprehensive administrative solutions for chapter 11 cases. Omni is one of the country s leading chapter 11 administrators, with substantial experience in matters of all sizes and levels of complexity, including several large bankruptcy cases pending in both this District and other districts In re Corinthian Colleges, Inc., Case No (KJC) (Bankr. D. Del. May 7, 2015); In re Karmallop, Inc., Case No (Bankr. D. Del. Mar. 25, 2015); In re Phoenix Payment Systems, Case No (Bankr. D. Del. Aug. 4, 2014); In re Gridway Energy Holdings, et al., Case No (Bankr. D. Del. Apr. 10, 2014); In re Restora Healthcare Holdings, LLC, et al., Case No (Bankr. D. Del. Feb. 24, 2014); In re First Mariner Bancorp, Case No (Bankr. D. Md. Feb. 10, 2014); In re HDOS Enterprises, Case No (Bankr. C.D. Cal. Feb. 3, 2014); In re FAH Liquidating Corp., et al., Case No (Bankr. D. Del. Nov. 22, 2013); In re SGK Ventures, LLC, Case No (Bankr. N.D. Ill. Sep. 24, 2013). Based on Omni s experience, the Debtors believe that Omni is well-qualified to serve as the Administrative Agent in these chapter 11 cases. 2 SERVICES TO BE PROVIDED 7. Pursuant to the Engagement Agreement, the Debtors seek to retain Omni to provide, among other things, the following bankruptcy administration services, if and to the extent requested a. assisting with the preparation and filing of the Debtors schedules of assets and liabilities and statements of financial affairs; b. generating and providing claim reports and claim objection exhibits; 2 Because of the voluminous nature of the orders cited herein, such orders are not attached to this application. Copies of these orders are available upon request of the Debtors proposed counsel. 4

5 Case KG Doc 153 Filed 04/10/19 Page 5 of 9 c. managing the preparation, compilation and mailing of documents to creditors and other parties in interest in connection with the solicitation of a chapter 11 plan (a Plan ); d. managing the publication of legal notices; e. collecting and tabulating votes in connection with any Plan filed by the Debtors and providing ballot reports to the Debtors and their professionals; f. generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; g. managing any distributions made pursuant to a Plan; and h. providing any and all necessary administrative tasks not otherwise specifically set forth above as the Debtors or its professionals may require in connection with these chapter 11 cases. PROFESSIONAL COMPENSATION 8. The fees Omni will charge in connection with providing services to the Debtors are set forth in the Engagement Agreement. The Debtors respectfully submit that Omni s rates are competitive and comparable to the rates its competitors charge for similar services. Indeed, the Debtors conducted a review and competitive comparison of other firms and reviewed the rates of other firms before selecting Omni as Administrative Agent. The Debtors believe Omni s rates are more than reasonable given the quality of Omni s services and its professionals bankruptcy expertise. Additionally, Omni will seek reimbursement from the Debtors for reasonable expenses in accordance with the terms of the Engagement Agreement. 9. Omni intends to apply to the Court for allowance of compensation and reimbursement of expenses incurred after the Petition Date in connection with the services it provides pursuant to the Engagement Agreement. Omni will comply with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the United States 5

6 Case KG Doc 153 Filed 04/10/19 Page 6 of 9 Trustee Fee Guidelines, and any orders entered (collectively, the Fee Guidelines ) in these chapter 11 cases regarding professional compensation and reimbursement of expenses. DISINTERESTEDNESS 10. Omni has reviewed its electronic database to determine whether it has any relationships with the creditors and parties in interest provided by the Debtors, and, to the best of the Debtors knowledge, information, and belief, and except as disclosed in the Osborne Declaration, Omni is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent any interest materially adverse to the Debtors estates in connection with any matter on which it would be employed. 11. Omni believes that it does not have any relationships with creditors or parties in interest that would present a disqualifying conflict of interest. Omni will supplement its disclosure to the Court if any facts or circumstances are discovered that would require such additional disclosure. 12. In connection with its appointment as Administrative Agent in these chapter 11 cases, Omni represents, among other things, that it will not employ any past or present employees of the Debtors in connection with its work as the administrative agent in these chapter 11 cases. Court approval BASIS FOR RELIEF 13. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to [M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor] s duties under this title. 6

7 Case KG Doc 153 Filed 04/10/19 Page 7 of 9 retention include 14. In addition, Bankruptcy Rule 2014(a) requires that an application for [S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, and proposed arrangement for compensation, and, to the best of the applicant s knowledge, all of the [firm s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. 15. In light of the size and complexity of these chapter 11 cases, the Debtors respectfully submit that retaining and employing Omni pursuant to the terms of the Engagement Agreement is necessary and in the best interests of the Debtors estates and all parties in interest to these chapter 11 cases. The Debtors also believe that the terms and conditions of the Engagement Agreement are reasonable in light of the anticipated high volume of creditors and other parties-in-interest that will be involved in these cases. 16. Accordingly, to help manage administrative tasks with respect to the thousands of creditors and other parties in interest that are expected to be involved in the Debtors chapter 11 cases, and the complexity of such cases, the Debtors respectfully request the Court enter an order appointing Omni as the Administrative Agent in these chapter 11 cases pursuant to sections 327(a), 330, and 331 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules and NOTICE 17. The Debtors will provide notice of this motion by facsimile, , overnight delivery, or hand delivery to (i) Linda J. Casey of the Office of the United States Trustee for the District of Delaware; (ii) the holders of the 30 largest unsecured claims against the Debtors on a consolidated basis; (iii) the United States Attorney s Office for the District of Delaware; (iv) the attorneys general for the states in which the Debtors conduct business; (v) 7

8 Case KG Doc 153 Filed 04/10/19 Page 8 of 9 Akin Gump Strauss Hauer & Feld LLP as counsel to the ad hoc group of first lien noteholders; (vi) Milbank LLP as counsel to the ad hoc group of crossover noteholders; (vii) Jones Day as counsel to the ad hoc group of 1.5 lien noteholders; (viii) Simpson Thacher & Bartlett LLP as counsel to JPMorgan Chase Bank, N.A. as administrative agent and collateral agent under the Debtors prepetition asset-based revolving credit facility; (ix) Wilmington Trust, National Association, as trustee under the First Lien Notes and the Second Lien Notes; (x) Arnold & Porter Kaye Scholer LLP as counsel to Wilmington Savings Fund Society, FSB, as trustee under the 1.5 Lien Notes; (xi) The Bank of New York Mellon, as trustee under the Borden Debentures; (xii) Simpson Thacher & Bartlett LLP and Landis Rath & Cobb LLP as counsel to the administrative agent and collateral agent under the Debtors postpetition financing facility; (xiii) the Internal Revenue Service; (xiv) the Securities and Exchange Commission; (xv) the Pension Benefit Guaranty Corporation; (xvi) the Environmental Protection Agency; and (xvii) any party that has requested notice pursuant to Bankruptcy Rule The Debtors submit that, under the circumstances, no other or further notice is required. A copy of the Application is also available on the Debtors case website at http// NO PRIOR REQUEST 18. No prior request for the relief sought in this Application has been made to this or any other court. [Remainder of page intentionally left blank.] 8

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10 Case KG Doc Filed 04/10/19 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re HEXION HOLDINGS LLC, et al., 1 Debtors. x x Chapter 11 Case No (KG) Jointly Administered Objection Deadline April 24, 2019 at 400 p.m. (ET) Hearing Date May 1, 2019 at 200 p.m. (ET) NOTICE OF APPLICATION AND HEARING PLEASE TAKE NOTICE that, on April 10, 2019, Hexion Holdings LLC and its affiliated debtors and debtors-in-possession in the above-captioned cases (collectively, the Debtors ) filed the Debtors Application for Entry of an Order (I) Authorizing the Debtors to Employ and Retain Omni Management Group, Inc. as Administrative Agent and (II) Granting Related Relief (the Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that, any responses or objections to the Application must be in writing and filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware on or before April 24, 2019 at 400 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that, if any objections to the Application are received, the Application and such objections shall be considered at a hearing before The 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors corporate headquarters is 180 East Broad Street, Columbus, Ohio RLF v.1

11 Case KG Doc Filed 04/10/19 Page 2 of 3 Honorable Kevin Gross at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom No. 3, Wilmington, Delaware on May 1, 2019 at 200 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. RLF v.1 2

12 Case KG Doc Filed 04/10/19 Page 3 of 3 Dated April 10, 2019 Wilmington, Delaware /s/ Amanda R. Steele Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brendan J. Schlauch (No. 6115) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware Telephone (302) Fax (302) collins@rlf.com merchant@rlf.com steele@rlf.com schlauch@rlf.com - and - George A. Davis (admitted pro hac vice) Andrew M. Parlen (admitted pro hac vice) Hugh Murtagh (admitted pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone (212) Facsimile (212) george.davis@lw.com andrew.parlen@lw.com hugh.murtagh@lw.com - and - Caroline A. Reckler (admitted pro hac vice) Jason B. Gott (admitted pro hac vice) LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois Telephone (312) Facsimile (312) caroline.reckler@lw.com jason.gott@lw.com Proposed Attorneys for the Debtors and Debtors in Possession RLF v.1 3

13 Case KG Doc Filed 04/10/19 Page 1 of 8 Exhibit A Proposed Order

14 Case KG Doc Filed 04/10/19 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re HEXION HOLDINGS LLC, et al., 1 Debtors. x x Chapter 11 Case No (KG) Jointly Administered ORDER (A) AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN OMNI MANAGEMENT GROUP, INC. AS ADMINISTRATIVE AGENT AND (B) GRANTING RELATED RELIEF Upon the application (the Application ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ), for employment and retention of Omni Management Group, Inc. ( Omni ) as administrative agent ( Administrative Agent ) pursuant to section 327(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules and , all as more fully set forth in the Application; and upon the Osborne Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and that this Court may enter this Order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors corporate headquarters is 180 East Broad Street, Columbus, Ohio Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Application.

15 Case KG Doc Filed 04/10/19 Page 3 of and 1409; and this Court having found that the relief requested in the Section 327 Application is in the best interests of the Debtors estates, their creditors, and other parties in interest; and this Court having found that notice of and opportunity for a hearing on the Section 327 Application were appropriate and no other notice need be provided; and this Court having reviewed the Section 327 Application and having heard the statements in support of the relief requested therein at a hearing before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Section 327 Application and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT 1. The Application is granted as set forth herein. 2. The Debtors are authorized to retain Omni as Administrative Agent under the terms of the Engagement Agreement, and Omni is authorized to perform the bankruptcy administration services described in the Application and set forth in the Engagement Agreement. 3. Omni is authorized to take such other action to comply with all duties set forth in the Application. 4. The Debtors and Omni are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 5. Omni shall make all reasonable efforts to avoid the duplication of services provided by any of the Debtors other retained Professionals in these chapter 11 cases. 6. Omni may apply its retainer to all pre-petition invoices, which retainer shall be replenished to the original retainer amount, and thereafter, Omni may hold its retainer 2

16 Case KG Doc Filed 04/10/19 Page 4 of 8 under the Engagement Agreement during the chapter 11 cases as security for the payment of fees and expenses under the Engagement Agreement. 7. Omni shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the chapter 11 cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Local Bankruptcy Rules, any case-specific fee protocols approved by the Court and any Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals entered by this Court, and any other applicable procedures and orders of the Court. 8. In the event of any inconsistency between the Engagement Agreement, the Application, and this Order, the terms of this Order shall govern. 9. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order shall be immediately effective and enforceable upon its entry. 10. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. 3

17 Case KG Doc Filed 04/10/19 Page 5 of 8 Exhibit 1 Engagement Agreement RLF v.1

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21 Case KG Doc Filed 04/10/19 Page 1 of 7 Exhibit B Osborne Declaration

22 Case KG Doc Filed 04/10/19 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re HEXION HOLDINGS LLC, et al., 5 Debtors. x x Chapter 11 Case No (KG) Jointly Administered DECLARATION OF BRIAN OSBORNE IN SUPPORT OF DEBTORS APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN OMNI MANAGEMENT GROUP, INC. AS ADMINISTRATIVE AGENT AND (II) GRANTING RELATED RELIEF I, Brian Osborne, under penalty of perjury, declare as follows 1. I am the CEO and President of Omni Management Group, Inc. ( Omni ), a chapter 11 administrative services firm. Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called and sworn as a witness, I could and would testify competently thereto I submit this declaration in support of the Debtors Application for Entry of an Order (I) Authorizing the Debtors to Employ and Retain Omni Management Group, Inc. as 5 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors corporate headquarters is 180 East Broad Street, Columbus, Ohio Certain of the disclosures herein relate to matters within the knowledge of other professionals at Omni and are based on information provided by them.

23 Case KG Doc Filed 04/10/19 Page 3 of 7 Administrative Agent and (II) Granting Related Relief, which was filed contemporaneously herewith (the Application ) As a specialist in claims management and legal administration services, Omni provides comprehensive administrative solutions for chapter 11 cases. Omni is one of the country s leading chapter 11 administrators, with substantial experience in matters of all sizes and levels of complexity, including several large bankruptcy cases pending in both this District and other districts In re Corinthian Colleges, Inc., Case No (KJC) (Bankr. D. Del. May 7, 2015); In re Karmallop, Inc., Case No (Bankr. D. Del. Mar. 25, 2015); In re Phoenix Payment Systems, Case No (Bankr. D. Del. Aug. 4, 2014); In re Gridway Energy Holdings, et al., Case No (Bankr. D. Del. Apr. 10, 2014); In re Restora Healthcare Holdings, LLC, et al., Case No (Bankr. D. Del. Feb. 24, 2014); In re First Mariner Bancorp, Case No (Bankr. D. Md. Feb. 10, 2014); In re HDOS Enterprises, Case No (Bankr. C.D. Cal. Feb. 3, 2014); In re FAH Liquidating Corp., et al., Case No (Bankr. D. Del. Nov. 22, 2013); In re SGK Ventures, LLC, Case No (Bankr. N.D. Ill. Sep. 24, 2013). Based on Omni s experience, I believe that Omni is wellqualified to serve as the administrative agent in these chapter 11 cases As Administrative Agent, Omni will perform the bankruptcy administration services specified in the Application and the Engagement Agreement. In performing such services, Omni will charge the Debtors the rates set forth in the Engagement Agreement, which is attached as Exhibit 1 to Exhibit A. 7 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Application. 8 Because of the voluminous nature of the orders cited herein, such orders are not attached to this Declaration. Copies of these orders are available upon request of the Debtors proposed counsel. 2

24 Case KG Doc Filed 04/10/19 Page 4 of 7 5. Omni is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, in that Omni and its professional personnel a. are not creditors, equity security holders, or insiders of the Debtors; b. are not and were not, within two years before the date of the filing of these cases, directors, officers, or employees of the Debtors; and c. do not have an interest materially adverse to the interest of the Debtors estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors. d. I caused to be submitted for review by our conflicts system the names of all known potential parties-in-interest in these chapter 11 cases that was provided by the Debtors. The results of the conflict check were compiled and reviewed by Omni professionals under my supervision. At this time, and as set forth in further detail herein, Omni is not aware of any relationship that would present a disqualifying conflict of interest. Should Omni discover any new relevant facts or relationships bearing on the matters described herein during the period of its retention, Omni will use reasonable efforts to file promptly a supplemental declaration. 6. To the best of my knowledge, and based solely upon information provided to me by the Debtors, and except as provided herein, neither Omni, nor any of its professionals, has any materially adverse connection to the Debtors, their creditors, or other relevant parties. Omni may have relationships with certain of the Debtors creditors as vendors or in connection with cases in which Omni serves or has served in a neutral capacity as Claims and Noticing Agent and/or Administrative Agent for another chapter 11 debtor. 7. Omni has and will continue to represent clients in matters unrelated to these chapter 11 cases. In addition, Omni and its personnel have and will continue to have relationships in the ordinary course of business with certain vendors, professionals, and other parties in interest that may be involved in the Debtors chapter 11 cases in matters unrelated to these chapter 11 cases. Omni may also provide professional services to entities or persons that 3

25 Case KG Doc Filed 04/10/19 Page 5 of 7 may be creditors or parties in interest in these chapter 11 cases, which services do not directly relate to, or have any direct connection with, these chapter 11 cases or the Debtors. 8. Omni and its personnel in their individual capacities regularly utilize the services of law firms, accounting firms, and financial advisors. Such firms engaged by Omni or its personnel may appear in chapter 11 cases representing the Debtors or parties in interest. All engagements where such firms represent Omni or its personnel in their individual capacities are unrelated to these chapter 11 cases. 9. To the best of my knowledge, neither Omni nor any of its partners or employees hold or represent any interest materially adverse to the Debtors estates with respect to any matter upon which Omni is to be engaged. Based on the foregoing, I believe that Omni is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code. 10. As referenced in the Section 156(c) Application, Omni has received a $50,000 retainer from the Debtors. Omni has applied the retainer to all pre-petition invoices and will, subject to Court approval, hold the balance of the retainer during these chapter 11 cases as security against unpaid fees and expenses incurred in performing services for the Debtors under the Engagement Agreement. 11. Subject to the Court s approval, the Debtors have agreed to compensate Omni for professional services rendered pursuant to Bankruptcy Code section 327(a) in connection with these chapter 11 cases according to the terms and conditions of the Engagement Agreement. 12. To the extent that Omni s duties exceed the scope of those set forth in the Section 156(c) Application, Omni intends to apply to the Court for allowance of compensation 4

26 Case KG Doc Filed 04/10/19 Page 6 of 7 and reimbursement of reasonable and necessary out-of-pocket expenses incurred after the Petition Date in accordance with the Fee Guidelines (as defined in the Application). 13. Omni represents, among other things, that a. it will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as Administrative Agent; b. by accepting employment in these chapter 11 cases, Omni waives any right to receive compensation from the United States government; c. in its capacity as Administrative Agent, Omni will not be an agent of the United States and will not act on behalf of the United States; and 14. Omni will not employ any past or present employees of the Debtors in connection with its work as Administrative Agent 5

27 Case KG Doc Filed 04/10/19 Page 7 of 7 Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my information, knowledge, and belief. Dated April 10, 2019 New York, New York /s/ Brian Osborne Brian Osborne OMNI MANAGEMENT GROUP, INC. 6