Craig A. Barbarosh. Partner Irvine p New York p Practices. Industries.

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1 Craig A. Barbarosh Partner Irvine p p Practices FOCUS: Insolvency and Restructuring Corporate Governance Distressed Debt and Claims Trading Financial Services Private Equity Banking and Finance Litigation Litigation Real Estate Finance and Lending Real Estate Commercial Mortgage- Backed Securities Manufacturing and Industrials Private Equity Industries Financial Institutions Recognition Super Lawyers, , 2018 Chambers USA - Ranked In, Craig A. Barbarosh handles major insolvency engagements throughout the country. Chambers USA notes that he is "masterful in helping [clients] navigate the waters" of bankruptcy and "is an incredibly measured and practical negotiator." Additionally, Chambers USA says clients who are "impressed with his energy and intelligence" describe him as "a truly amazing and effective attorney" and "a talented, creative lawyer who is attentive to the needs of his clients" with an "impressive ability to manage large complex matters." Clients also note that Craig "is strategic, understands his client's definition of success and focuses like a laser on achieving that success" (U.S. News Best Lawyers "Best Law Firms"). Craig practices in the areas of financial restructuring, insolvency and related corporate law. He previously served on the firm's Executive Committee and currently serves on the firm's Board of Directors. He manages his nationwide practice from Katten's Orange County, California, and offices. Craig's clients include institutional lenders, investment and private equity funds, indenture trustees and bondholders, official and unofficial creditors' and equity committees, distressed debt investors, trade creditors, real property and equipment lessors involving commercial, real estate and intellectual property collateral and debtors in and out of insolvency proceedings. He represents clients in financial and operational restructurings throughout the United States in a variety of industries, including manufacturing, real estate, retail, oil and gas, gaming and hospitality, aviation, life sciences, food and beverage, chemical, and mortgage lending. In addition, he has extensive experience representing corporate entities in business acquisitions in bankruptcy and receivership proceedings nationwide. Craig is a frequent speaker at seminars discussing insolvency and corporate governance issues and is the author of numerous published articles addressing current business and legal topics. Prior to joining Katten, he was a partner at Pillsbury Winthrop Shaw Pittman LLP, where he held a number of leadership positions. He also served as an extern law clerk to the Honorable James N. Barr, US Bankruptcy Court, Central District of California. Craig currently serves as an independent director on the board of Quality Systems, Inc. (NASDAQ: QSII), where he is the vice-chairman of the board, chair of the Compensation Committee, and a member of the Special Transactions Committee, and Sabra Health

2 Turnaround Atlas, Gaming & Hospitality Turnaround of the Year (2012) Basic Resources Industry (2011) Distressed Real Estate Deal of the Year (2010) OC Metro, 2007 BTI Client Service All- Star, 2012 Transactional Attorney of the Year, California Lawyer Attorneys of the Year (CLAY) Award, 2001 American Jewish Committee, Learned Hand Community Service Award, 2007 Legal 500, 2016, 2017 Best Lawyers in America, Education JD, University of the Pacific, McGeorge School of Law with distinction, Order of the Coif BA, Economics, University of California, Santa Barbara Bar Admissions District of Columbia California Court Admissions US Court of Appeals, Ninth Circuit Care REIT, Inc. (NASDAQ: SBRA), where he is the chair of the Audit Committee and a member of the Compensation Committee. Selected Experience Lead counsel to indenture trustee for $6.4 billion first lien notes issued by Caesars Entertainment Operating Company, owner and operator of Caesars Palace Hotel and Casino in Las Vegas and 38 owned or managed gaming and resort properties located in 14 states and five countries, operating primarily under the Caesars, Harrah's and Horseshoe brand names. The Chapter 11 case is pending in the US Bankruptcy Court for the Northern District of Illinois (Chicago). Lead counsel to indenture trustee for $200 million notes issued by Nortel Networks Limited (Canada) in connection with the $7 billion Nortel sale proceeds allocation dispute litigation in the joint proceedings in the US Bankruptcy Court for the District of Delaware and the Ontario, Canada, Superior Court of Justice. Lead counsel to collateral and indenture trustee for $725 million first lien senior secured notes issued by Cengage Learning Acquisition Corporation in the $7 billion debt restructuring of this textbook publisher. Chapter 11 case filed in the US Bankruptcy Court for the Eastern District of. Representation of the collateral and indenture trustee in the restructure of $143 million mortgage notes issued by Circus Circus and Eldorado Joint Venture and secured by Silver Legacy Resort Casino in Reno, Nevada, a 87,300-square-foot casino with a 37-story hotel tower with 1,711 guest rooms. The Chapter 11 case was filed in Reno, Nevada. Lead counsel to indenture trustee for $250 million secured bonds in connection with the Chapter 11 bankruptcy of Green Field Energy Services in Wilmington, Delaware. Lead counsel to institutional lender as administrative agent in the restructure of a defaulted $100 million loan to a Las Vegas-based nonprofit specialty oncology hospital. Lead counsel to institutional lender as administrative agent for second lien lenders in the restructure of $266 million credit in the Penton Media Business Holdings (Penton Media) pre-packaged Chapter 11 case in the US Bankruptcy Court for the Southern District of. Lead counsel to Official Committee of Equity Security Holders in Chapter 11 case of In re Solutia, Inc. (NYSE: SOA) in the US Bankruptcy Court for the Southern District of. Solutia is a multinational manufacturer of high-performance chemicalbased materials for industrial and consumer use with more than $2 billion in reported consolidated liabilities as of the petition date. Lead counsel to administrative and collateral agent for the $275 million second lien credit facility issued by Revel AC, Inc. and secured by the Revel Hotel and Casino in Atlantic City in connection with the Chapter 11 case in the US District Court for the District of New Jersey.

3 US District Court, Central District of California US District Court, Southern District of Lead counsel to the Official Committee of Equity Security Holders in the Chapter 11 case of Tronox, Inc. in the US Bankruptcy Court for the Southern District of New York. Tronox is an international manufacturer of pigments used in paint and other materials. Tronox filed for bankruptcy protection to address legacy liabilities including environmental remediation and litigation costs it incurred when it was spun off from former parent Kerr McGee, Inc. Total funded debt exceeded $850 million. Lead counsel to a Chinese investment group in the $360 million acquisition of a 5,000-unit multifamily real estate project located in Texas and Maryland through the restructure of multi-tranche CMBS debt in Chapter 11 case of prior owner. Transaction was accomplished by discounted purchases of existing debt from certain pre-petition creditors with conversion of debt to equity in the bankruptcy proceeding with the client ultimately assuming the remaining CMBS debt at favorable restructured terms. Representation of indenture trustee/agent for $220 million secured notes issued by Trans World Airlines, Inc. in the third Chapter 11 filing of this international airline. Insolvency counsel to primary warehouse lender in Chapter 11 case of In re First Alliance, a subprime mortgage lender with $10 billion in alleged claims against the bankruptcy estate. Lead counsel to the indenture trustee for $140 million senior notes issued by Sunterra Corporation in its Chapter 11 case filed in Baltimore, which involved the restructure of $770 million in total debt. Sunterra is one of the largest owners and operators of timeshare units in the world. Lead counsel to the indenture trustee for $151,300 convertible subordinated debentures issued by Fleetwood Enterprises, Inc. in its Chapter 11 case. At the time of its bankruptcy filing, Fleetwood was one of the nation's leading producers of manufactured housing and recreational vehicles. Representation of senior secured creditor in Chapter 11 case of In re Boyd's Wheels, Inc. (NASDAQ: BYDS), the largest manufacturer in California of specialty automotive wheels and rims. Lead counsel to senior lender in In re Peregrine Systems, Inc., the San Diego-based enterprise software developer, in its Chapter 11 case filed in the US Bankruptcy Court for the District of Delaware. Representation of the indenture trustee for $500 million senior notes issued by Armstrong World Industries, Inc., an international flooring manufacturer, in a Chapter 11 case with substantial asbestos-related claims. Lead counsel to the indenture trustee for $50 million notes secured by a portfolio of subprime retail automobile installment contracts in the insolvency proceeding of First Lenders Indemnity Corporation, Inc. Representation of debt trustee for various aircraft collateral in Delta Airlines, Inc. Chapter 11 case. Representation of participant lender in out-of-court restructure of $3.4 billion revolving

4 credit facility due from Qwest Corporation. Representation of the indenture trustee for senior subordinated notes in In re Westbridge Capital Corporation, an insurance holding company, restructuring $100 million of public debt resulting in payment in full to the holders of the senior notes, including post-petition interest, on the effective date of the plan. Lead counsel to trustee/agent for $150 million senior notes issued by Indesco International, Inc., a manufacturer of liquid dispensing devices including trigger sprayers and lotion pumps, in its Chapter 11 case in the US Bankruptcy Court for the Southern District of. Memberships American Bankruptcy Institute Orange County CEO Roundtable University of California at Irvine, Paul Merage School of Business, Dean's Advisory Board Advisories Second Circuit Clarifies Interest Rate Applicable in Chapter 11 "Cramdowns" (December 18, 2017) Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders (January 23, 2017) Language Matters: Third Circuit Finds Make-Whole Provision Enforceable After Bankruptcy Filing (January 19, 2017) Sabine Court Issues Industry-Affecting Non-Binding Opinion (March 16, 2016) District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan (May 5, 2014) Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code (July 23, 2013) Ninth Circuit Holds That Debt Can Be Recharacterized as Equity (June 5, 2013) Promises to Keep Lender Beware: California Supreme Court Expands Parol Evidence Fraud Exception (February 20, 2013) Ninth Circuit Prohibits Bankruptcy Courts from Entering Judgments on Fraudulent Conveyance Claims Against Non-Claimants (December 13, 2012) California's AB 506 Process: What Creditors Can Expect in the Wake of California Municipal Bankruptcies (September 18, 2012) Trademark Licensee's Rights Survive Rejection of License in Bankruptcy in Sunbeam Decision (July 17, 2012)

5 Articles Co-author, Parties' Intent: Third Circuit Finds Make-Whole Provision Survives Voluntary Bankruptcy Filing (April 2017) Co-author, No Longer Running With the Land: Sabine Court's Non-Binding Opinion May Alter Playing Field, The Banking Law Journal (June 2016) Co-author, When the Board Faces Bankruptcy, The Corporate Board (September 13, 2012) Speaking Engagements & Presentations NYSE Governance Series Audit Committee Boot Camp, Audit Committee Relations With Internal and External Audit Chicago, Illinois (September 2014) Moderator New Developments in 363 Sales 22nd Annual Southwest Bankruptcy Conference Las Vegas, Nevada (September 4 6, 2014) Panelist KPMG's Spring 2014 Audit Committee Roundtable Series Rethinking Shareholder Engagement in the Age of Activism Costa Mesa, California (June 3, 2014) Presenter What s New in 363 Asset Sales ABI's 25th Annual Winter Leadership Conference Rancho Palos Verdes, California (December 5 7, 2013)