rdd Doc 381 Filed 09/01/17 Entered 09/01/17 17:18:41 Main Document Pg 1 of 27

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1 Pg 1 of 27 Christopher Marcus, P.C. James H.M. Sprayregen, P.C. John T. Weber William A. Guerrieri (admitted pro hac vice) KIRKLAND & ELLIS LLP Alexandra Schwarzman (admitted pro hac vice) KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS LLP 601 Lexington Avenue KIRKLAND & ELLIS INTERNATIONAL LLP New York, New York North LaSalle Street Telephone: (212) Chicago, Illinois Facsimile: (212) Telephone: (312) Facsimile: (312) Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Debtors. ) (Jointly Administered) ) CERTIFICATE OF NO OBJECTION UNDER 28 U.S.C REGARDING DEBTORS MOTION SEEKING ENTRY OF AN ORDER (I) AUTHORIZING AND APPROVING (A) THE DEBTORS ENTRY INTO THE REAL ESTATE PURCHASE AGREEMENT, (B) THE SALE OF THE DEBTORS CAPE CORAL REAL ESTATE FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS AND ENCUMBRANCES, AND (II) GRANTING RELATED RELIEF Pursuant to 28 U.S.C and Rule of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules ), the undersigned hereby certifies as follows: 1. On August 17, 2017, 21st Century Oncology Holdings, Inc. and its affiliated debtors in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors ), filed the Debtors Motion Seeking Entry of an Order 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida

2 Pg 2 of 27 (I) Authorizing and Approving (A) the Debtors Entry into the Real Estate Purchase Agreement, (B) the Sale of the Debtors Cape Coral Real Estate Free and Clear of all Claims, Liens, Rights, Interests and Encumbrances, and (II) Granting Related Relief (the Motion ) [Docket No. 337]. 2. The Debtors established an objection deadline of August 30, 2017 at 4:00 p.m. (prevailing Eastern Time) (the Objection Deadline ), for parties to object or file a response to the Motion. Local Bankruptcy Rule provides that the Motion may be granted without a hearing if (a) no objections or other responsive pleadings have been filed on or before the applicable objection deadline and (b) the attorney for the entity that filed the Motion complies with such rule. 3. As of the filing of this certificate, forty-eight (48) hours have elapsed since the Objection Deadline and, to the best of my knowledge, no responsive pleading to the Motion has been (a) filed with the Court on the docket of the above-captioned chapter 11 cases or (b) served on the Debtors or their proposed counsel. 4. Accordingly, the Debtors respectfully request that the Court enter the proposed order granting the Motion, annexed hereto as Exhibit A, which has been modified since the filing of the Motion to (a) address an informal comment received from the Committee and (b) delete the language in the proposed order stating that the hearing was held to consider the Motion. A redline showing such modifications is annexed hereto as Exhibit B. I declare that the foregoing is true and correct to the best of my knowledge, information, and belief.

3 Pg 3 of 27 New York, New York Dated: September 1, 2017 /s/ Christopher Marcus, P.C. Christopher Marcus, P.C. John T. Weber KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) and - James H.M. Sprayregen, P.C. William A. Guerrieri (admitted pro hac vice) Alexandra Schwarzman (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois Telephone: (312) Facsimile: (312) Counsel to the Debtors and Debtors in Possession

4 Pg 4 of 27 Exhibit A Proposed Order

5 Pg 5 of 27 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Debtors. ) (Jointly Administered) ) ORDER (I) AUTHORIZING AND APPROVING (A) THE DEBTORS ENTRY INTO THE REAL ESTATE PURCHASE AGREEMENT, (B) THE SALE OF THE DEBTORS CAPE CORAL REAL ESTATE FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS AND ENCUMBRANCES, AND (II) GRANTING RELATED RELIEF Upon the motion (the Motion ) of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order (this Order ) 2 : (a) authorizing and approving (i) the Debtors entry into that certain real estate purchase agreement, dated as of August 11, 2017 by and between Debtor 21st Century Oncology, Inc., ( 21C ) and RJM-FLM, LLC ( RJM ), attached hereto as Exhibit 1 to Exhibit A (the Purchase Agreement ), (ii) the sale free and clear of all liens, claims, interests and encumbrances of 21C s real property located at 1708 Cape Coral Parkway West, Suites 7 and 8, Cape Coral, FL being sold under the Purchase Agreement (collectively, and including all actions taken or required to be taken in connection with the implementation and consummation of the Purchase Agreement, the Sale and the real property transferred thereunder the Cape Coral Real Estate ); and (b) granting related relief; and this Court having jurisdiction over this matter pursuant to 28 U.S.C Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida Capitalized terms used in this Order and not immediately defined have the meanings given to such terms in the Motion or the Purchase Agreement, as applicable.

6 Pg 6 of 27 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated December 1, 2016; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having considered the Rundell Declaration; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties-in-interest; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion; and this Court having determined that the legal and factual bases set forth in the Motion 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 Motion is granted as set forth herein. 2. The Purchase Agreement, all of the terms and conditions thereof, and all of the transactions contemplated therein, are approved in all respects. The failure specifically to include any particular provision of the Purchase Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Purchase Agreement be authorized and approved in its entirety. 3. Entry into the Purchase Agreement, and the consummation of the Sale contemplated thereby, is in the best interests of the Debtors, their respective creditors, estates, and other parties in interest. The Debtors have demonstrated good, sufficient, and sound business reasons and justifications for entering into the Sale and the performance of their obligations under the Purchase Agreement. 2

7 Pg 7 of The Debtors are authorized to: (a) take any and all actions necessary or appropriate to perform, consummate, implement and close the Sale in accordance with the terms and conditions set forth in the Purchase Agreement and this Order; and (b) to take all further actions and to execute and deliver the Purchase Agreement and any and all additional instruments and documents that may be necessary, appropriate, or desirable to the performance of the obligations contemplated by the Purchase Agreement and to consummate the Sale in accordance with the terms thereof, all without further order of the Court. 5. All persons and entities are prohibited and enjoined from taking any action to adversely affect or interfere with, or which would be inconsistent with, the ability of the Debtors to transfer the Cape Coral Real Estate to RJM in accordance with the Purchase Agreement and this Order; provided, however, that the Debtors shall not be responsible for any defense or other costs associated with the enforcement of the foregoing. 6. Nothing contained in any chapter 11 plan confirmed in these chapter 11 cases or the order confirming any such chapter 11 plan shall conflict with or derogate from the provisions of the Purchase Agreement or this Order, and to the extent of any conflict or derogation between this Order or the Purchase Agreement and such future plan or order, the terms of this Order and the Purchase Agreement shall control. Sale and Transfer Free and Clear of Liens, Claims, Interests, and Encumbrances 7. At closing, all of the Debtors right, title and interest in and to, and possession of, the Cape Coral Real Estate shall be immediately vested in RJM pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code. Such transfer shall constitute a legal, valid, binding, and effective transfer of such Cape Coral Real Estate. All persons or entities, presently or on or after the closing, in possession of some or all of the Debtors Cape Coral Real Estate, are 3

8 Pg 8 of 27 directed to surrender possession of the Cape Coral Real Estate to RJM or its respective designees on the closing or at such time thereafter as RJM may request. 8. This Order: (a) shall be effective as a determination that, as of the closing, (i) the Cape Coral Real Estate shall have been transferred to RJM free and clear of all liens, claims, interests, and encumbrances pursuant to section 363(f) of the Bankruptcy Code, and (ii) the conveyances described herein have been effected; and (b) is and shall be binding upon and govern the acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, registrars of patents, trademarks, or other intellectual property, administrative agencies, governmental departments, secretaries of state, federal and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register, or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any lease; and each of the foregoing persons and entities is hereby directed to accept for filing any and all of the documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, all liens, claims, interests, and encumbrances on the Cape Coral Real Estate attach to the proceeds of the Sale ultimately attributable to the property against which such liens, claims, interests, and encumbrances applied or other specifically dedicated funds, in the same order of priority and with the same validity, force, and effect that such liens, claims, interests, and encumbrances applied prior to the Sale, subject to any rights, claims, and defenses of the Debtors or their estates, as applicable, or as otherwise provided herein. 9. If any person or entity that has filed financing statements, mortgages, mechanic s 4

9 Pg 9 of 27 claims, lis pendens, or other documents or agreements evidencing claims against or in the Debtors or the Cape Coral Real Estate shall not have delivered to the Debtors prior to the closing of the Sale, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all claims that the person or entity has with respect to the Debtors or the Cape Coral Real Estate or otherwise, then: (a) the Debtors are hereby authorized and directed to execute and file such statements, instruments, releases, and other documents on behalf of the person or entity with respect to the Cape Coral Real Estate; and (b) RJM is hereby authorized to file, register, or otherwise record a certified copy of this Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive evidence of the release of all liens, claims, interests, and encumbrances against RJM and the Cape Coral Real Estate. Notwithstanding the foregoing, the provisions of this Order authorizing the Sale and assignment of the Debtors Cape Coral Real Estate free and clear of claims and liens shall be self-executing, and neither the Debtors nor RJM shall be required to execute or file releases, termination statements, assignments, consents, or other instruments to effectuate, consummate, and implement the provisions of this Order. No Successor or Transferee Liability 10. RJM, any of its affiliates, present or contemplated members, officers, directors, shareholders, or any of their respective successors and assigns shall not be deemed, as a result of any action taken in connection with the Purchase Agreement, the consummation of the Sale contemplated by the Purchase Agreement, or the transfer, operation, or use of the Cape Coral Real Estate to: (a) be a legal successor, or otherwise be deemed a successor to the Debtors; (b) have, de facto or otherwise, merged with or into the Debtors; or (c) be an alter ego or a mere continuation or substantial continuation of the Debtors or the enterprise of the Debtors including, 5

10 Pg 10 of 27 without limitation, within the meaning of any foreign, federal, state, or local revenue law, pension law, ERISA, tax law, labor law, products liability law, employment law, environmental law, or other law, rule, or regulation (including without limitation filing requirements under any such laws, rules, or regulations), or under any products liability law or doctrine with respect to the Debtors liability under such law, rule or regulation, or doctrine. 11. RJM shall not have any responsibility for: (a) any liability or other obligation of the Debtors or related to the Cape Coral Real Estate other than as expressly set forth in the Purchase Agreement or (b) any claims against the Debtors or any of their predecessors or affiliates. Except as expressly provided in the Purchase Agreement, RJM shall have no liability whatsoever with respect to the Debtors (their predecessors or affiliates ) respective businesses or operations or any of the Debtors (or their predecessors or affiliates ) obligations based, in whole or part, directly or indirectly, on any theory of successor or vicarious liability of any kind or character, or based upon any theory of environmental, successor or transferee liability, whether known or unknown as of the closing, now existing or hereafter arising, asserted or unasserted, fixed or contingent, liquidated or unliquidated, including liabilities on account of any taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Cape Coral Real Estate prior to the closing. Good Faith of Purchaser 12. The Sale contemplated by the Purchase Agreement is undertaken by RJM without collusion and in good faith, as that term is defined in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale, unless such authorization and consummation of such Sale are duly and properly stayed pending such appeal. 6

11 Pg 11 of Neither the Debtors nor RJM have engaged in any action or inaction that would cause or permit the Sale to be avoided or costs or damages to be imposed under section 363(n) of the Bankruptcy Code. The consideration provided by RJM for the Cape Coral Real Estate under the Purchase Agreement is fair and reasonable and the Sale may not be avoided under section 363(n) of the Bankruptcy Code. Other Provisions 14. Each and every federal, state, and local governmental agency, department, or official is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 15. Upon the closing of the Sale, this Order shall be construed as and shall constitute for any and all purposes a full and complete general assignment, conveyance, and transfer of the Cape Coral Real Estate or a bill of sale transferring good and marketable title in the Cape Coral Real Estate to RJM pursuant to the terms of the Purchase Agreement. 16. The Purchase Agreement may be modified, amended, or supplemented by the parties thereto in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment, or supplement does not, based on the Debtors judgment, have a material adverse effect on the Debtors estates or their creditors, and, with respect to the Debtors, such amendment, supplement, or modification shall be in consultation with the Requisite Parties as such term is defined in that certain Restructuring Support Agreement, dated as of May 25, 2017 (together with all exhibits, schedules and attachments thereto, as amended, supplemented, amended and restated or otherwise modified from time to time). The Debtors shall provide the Requisite Parties with notice of any modification, amendment, or supplement of the Purchase Agreement or any material and related agreement, 7

12 Pg 12 of 27 document, or other instrument at least two business days in advance of such modification, amendment, or supplement. 17. Notwithstanding anything to the contrary contained herein, any proceeds obtained by the Debtors pursuant to the Sale or any authorization contained hereunder shall be subject to any applicable requirements imposed on the Debtors under the Final Order: (I) Pursuant to 11 U.S.C. 105, 361, 362, 363 and 364 Authorizing the Debtors to (A) Obtain Senior Secured Priming Superpriority Postpetition Financing, (B) Grant Liens and Superpriority Administrative Expense Status, (C) Use Cash Collateral of Prepetition Secured Parties and (D) Grant Adequate Protection to Prepetition Secured Parties; and (II) Granting Related Relief [Docket No. 134] (the Final DIP Order ) and the other DIP Documents (as defined in the Final DIP Order). 18. The Court shall retain exclusive jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions of this Order and the Purchase Agreement, all amendments thereto and any waivers and consents thereunder and each of the agreements executed in connection therewith to which the Debtors are a party or which has been assigned by the Debtors to RJM, and to adjudicate, if necessary, any and all disputes concerning or relating in any way to the Sale. This Court retains jurisdiction to compel delivery of the Cape Coral Real Estate and to enter orders, as appropriate, pursuant to sections 105 or 363 (or other applicable provisions) of the Bankruptcy Code necessary to transfer the Cape Coral Real Estate to RJM. 19. Notwithstanding the possible applicability of Rules 6004(h), 6006(d), 7062, and 9014 of the Bankruptcy Rules or otherwise, the terms and conditions of this Order shall be effective immediately upon entry and the Debtors and RJM are authorized to close the Sale immediately upon entry of this Order. 20. This Order and the Purchase Agreement shall be binding in all respects upon all 8

13 Pg 13 of 27 creditors of (whether known or unknown), and holders of equity interests in, the Debtors, any holders of claims or liens in, against, or on all or any portion of the Cape Coral Real Estate, all successors and assigns of RJM, the Debtors and their affiliates and subsidiaries, and any subsequent trustees appointed in these chapter 11 cases or upon a conversion to chapter 7 under the Bankruptcy Code, and shall not be subject to rejection. 21. Notwithstanding anything to the contrary contained herein or in the Final Order: (I) Pursuant to 11 U.S.C. 105, 361, 362, 363 and 364 Authorizing the Debtors to (A) Obtain Senior Secured Priming Superpriority Postpetition Financing, (B) Grant Liens and Superpriority Administrative Expense Status, (C) Use Cash Collateral of Prepetition Secured Parties and (D) Grant Adequate Protection to Prepetition Secured Parties; and (II) Granting Related Relief [Docket No. 134], all proceeds of the Sale of assets and transfer of the Cape Coral Real Estate pursuant to this Order shall be placed in a separate, segregated bank account, which account shall be subject to the terms of the Final Order (I) Authorizing the Debtors to (A) Continue Using the Cash Management Systems, and (B) Maintain Existing Bank Accounts and Bank Forms; (II) Authorizing Continued Intercompany Transactions; (III) Granting Administrative Expense Status to Intercompany Claims; and (IV) Granting Related Relief [Docket No. 133]. 22. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 23. Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained in the Motion or this Order or any payment made pursuant to this Order shall constitute, nor is it intended to constitute, an admission as to the validity or priority of any claim or lien against the Debtors, a waiver of the Debtors rights to subsequently dispute such claim or lien, or the assumption or adoption of any agreement, contract, or lease under section 365 of the 9

14 Pg 14 of 27 Bankruptcy Code. 24. The Debtors have complied with all obligations to provide notice of the Motion, the Purchase Agreement, and the Sale. A reasonable opportunity to object or to be heard regarding the relief requested in the Motion was afforded to all interested persons and entities. New York, New York Dated:, 2017 HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE 10

15 Pg 15 of 27 Exhibit 1 Purchase Agreement

16 Pg 16 of 27 Exhibit B Redline of Proposed Order

17 Pg 17 of 27 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Debtors. ) (Jointly Administered) ) ORDER (I) AUTHORIZING AND APPROVING (A) THE DEBTORS ENTRY INTO THE REAL ESTATE PURCHASE AGREEMENT, (B) THE SALE OF THE DEBTORS CAPE CORAL REAL ESTATE FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS AND ENCUMBRANCES, AND (II) GRANTING RELATED RELIEF Upon the motion (the Motion ) of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order (this Order ) 2 : (a) authorizing and approving (i) the Debtors entry into that certain real estate purchase agreement, dated as of August 11, 2017 by and between Debtor 21st Century Oncology, Inc., ( 21C ) and RJM-FLM, LLC ( RJM ), attached hereto as Exhibit 1 to Exhibit A (the Purchase Agreement ), (ii) the sale free and clear of all liens, claims, interests and encumbrances of 21C s real property located at 1708 Cape Coral Parkway West, Suites 7 and 8, Cape Coral, FL being sold under the Purchase Agreement (collectively, and including all actions taken or required to be taken in connection with the implementation and consummation of the Purchase Agreement, the Sale and the real property transferred thereunder the Cape Coral Real Estate ); and (b) granting related relief; and this Court having jurisdiction over this matter pursuant to 28 U.S.C Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida Capitalized terms used in this Order and not immediately defined have the meanings given to such terms in the Motion or the Purchase Agreement, as applicable.

18 Pg 18 of 27 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated December 1, 2016; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having considered the Rundell Declaration; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties-in-interest; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion 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 Motion 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 Motion is granted as set forth herein. 2. The Purchase Agreement, all of the terms and conditions thereof, and all of the transactions contemplated therein, are approved in all respects. The failure specifically to include any particular provision of the Purchase Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Purchase Agreement be authorized and approved in its entirety. 3. Entry into the Purchase Agreement, and the consummation of the Sale contemplated thereby, is in the best interests of the Debtors, their respective creditors, estates, and other parties in interest. The Debtors have demonstrated good, sufficient, and sound 2

19 Pg 19 of 27 business reasons and justifications for entering into the Sale and the performance of their obligations under the Purchase Agreement. 4. The Debtors are authorized to: (a) take any and all actions necessary or appropriate to perform, consummate, implement and close the Sale in accordance with the terms and conditions set forth in the Purchase Agreement and this Order; and (b) to take all further actions and to execute and deliver the Purchase Agreement and any and all additional instruments and documents that may be necessary, appropriate, or desirable to the performance of the obligations contemplated by the Purchase Agreement and to consummate the Sale in accordance with the terms thereof, all without further order of the Court. 5. All persons and entities are prohibited and enjoined from taking any action to adversely affect or interfere with, or which would be inconsistent with, the ability of the Debtors to transfer the Cape Coral Real Estate to RJM in accordance with the Purchase Agreement and this Order; provided, however, that the Debtors shall not be responsible for any defense or other costs associated with the enforcement of the foregoing. 6. Nothing contained in any chapter 11 plan confirmed in these chapter 11 cases or the order confirming any such chapter 11 plan shall conflict with or derogate from the provisions of the Purchase Agreement or this Order, and to the extent of any conflict or derogation between this Order or the Purchase Agreement and such future plan or order, the terms of this Order and the Purchase Agreement shall control. Sale and Transfer Free and Clear of Liens, Claims, Interests, and Encumbrances 7. At closing, all of the Debtors right, title and interest in and to, and possession of, the Cape Coral Real Estate shall be immediately vested in RJM pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code. Such transfer shall constitute a legal, valid, binding, 3

20 Pg 20 of 27 and effective transfer of such Cape Coral Real Estate. All persons or entities, presently or on or after the closing, in possession of some or all of the Debtors Cape Coral Real Estate, are directed to surrender possession of the Cape Coral Real Estate to RJM or its respective designees on the closing or at such time thereafter as RJM may request. 8. This Order: (a) shall be effective as a determination that, as of the closing, (i) the Cape Coral Real Estate shall have been transferred to RJM free and clear of all liens, claims, interests, and encumbrances pursuant to section 363(f) of the Bankruptcy Code, and (ii) the conveyances described herein have been effected; and (b) is and shall be binding upon and govern the acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, registrars of patents, trademarks, or other intellectual property, administrative agencies, governmental departments, secretaries of state, federal and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register, or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any lease; and each of the foregoing persons and entities is hereby directed to accept for filing any and all of the documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, all liens, claims, interests, and encumbrances on the Cape Coral Real Estate attach to the proceeds of the Sale ultimately attributable to the property against which such liens, claims, interests, and encumbrances applied or other specifically dedicated funds, in the same order of priority and with the same validity, force, and effect that such liens, claims, interests, and encumbrances applied prior to the Sale, subject to any rights, 4

21 Pg 21 of 27 claims, and defenses of the Debtors or their estates, as applicable, or as otherwise provided herein. 9. If any person or entity that has filed financing statements, mortgages, mechanic s claims, lis pendens, or other documents or agreements evidencing claims against or in the Debtors or the Cape Coral Real Estate shall not have delivered to the Debtors prior to the closing of the Sale, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all claims that the person or entity has with respect to the Debtors or the Cape Coral Real Estate or otherwise, then: (a) the Debtors are hereby authorized and directed to execute and file such statements, instruments, releases, and other documents on behalf of the person or entity with respect to the Cape Coral Real Estate; and (b) RJM is hereby authorized to file, register, or otherwise record a certified copy of this Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive evidence of the release of all liens, claims, interests, and encumbrances against RJM and the Cape Coral Real Estate. Notwithstanding the foregoing, the provisions of this Order authorizing the Sale and assignment of the Debtors Cape Coral Real Estate free and clear of claims and liens shall be self-executing, and neither the Debtors nor RJM shall be required to execute or file releases, termination statements, assignments, consents, or other instruments to effectuate, consummate, and implement the provisions of this Order. No Successor or Transferee Liability 10. RJM, any of its affiliates, present or contemplated members, officers, directors, shareholders, or any of their respective successors and assigns shall not be deemed, as a result of any action taken in connection with the Purchase Agreement, the consummation of the Sale contemplated by the Purchase Agreement, or the transfer, operation, or use of the Cape Coral 5

22 Pg 22 of 27 Real Estate to: (a) be a legal successor, or otherwise be deemed a successor to the Debtors; (b) have, de facto or otherwise, merged with or into the Debtors; or (c) be an alter ego or a mere continuation or substantial continuation of the Debtors or the enterprise of the Debtors including, without limitation, within the meaning of any foreign, federal, state, or local revenue law, pension law, ERISA, tax law, labor law, products liability law, employment law, environmental law, or other law, rule, or regulation (including without limitation filing requirements under any such laws, rules, or regulations), or under any products liability law or doctrine with respect to the Debtors liability under such law, rule or regulation, or doctrine. 11. RJM shall not have any responsibility for: (a) any liability or other obligation of the Debtors or related to the Cape Coral Real Estate other than as expressly set forth in the Purchase Agreement or (b) any claims against the Debtors or any of their predecessors or affiliates. Except as expressly provided in the Purchase Agreement, RJM shall have no liability whatsoever with respect to the Debtors (their predecessors or affiliates ) respective businesses or operations or any of the Debtors (or their predecessors or affiliates ) obligations based, in whole or part, directly or indirectly, on any theory of successor or vicarious liability of any kind or character, or based upon any theory of environmental, successor or transferee liability, whether known or unknown as of the closing, now existing or hereafter arising, asserted or unasserted, fixed or contingent, liquidated or unliquidated, including liabilities on account of any taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Cape Coral Real Estate prior to the closing. Good Faith of Purchaser 12. The Sale contemplated by the Purchase Agreement is undertaken by RJM without collusion and in good faith, as that term is defined in section 363(m) of the Bankruptcy Code, 6

23 Pg 23 of 27 and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale, unless such authorization and consummation of such Sale are duly and properly stayed pending such appeal. 13. Neither the Debtors nor RJM have engaged in any action or inaction that would cause or permit the Sale to be avoided or costs or damages to be imposed under section 363(n) of the Bankruptcy Code. The consideration provided by RJM for the Cape Coral Real Estate under the Purchase Agreement is fair and reasonable and the Sale may not be avoided under section 363(n) of the Bankruptcy Code. Other Provisions 14. Each and every federal, state, and local governmental agency, department, or official is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 15. Upon the closing of the Sale, this Order shall be construed as and shall constitute for any and all purposes a full and complete general assignment, conveyance, and transfer of the Cape Coral Real Estate or a bill of sale transferring good and marketable title in the Cape Coral Real Estate to RJM pursuant to the terms of the Purchase Agreement. 16. The Purchase Agreement may be modified, amended, or supplemented by the parties thereto in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment, or supplement does not, based on the Debtors judgment, have a material adverse effect on the Debtors estates or their creditors, and, with respect to the Debtors, such amendment, supplement, or modification shall be in consultation with the Requisite Parties as such term is defined in that certain Restructuring Support Agreement, dated as of May 25, 2017 (together with all exhibits, schedules and attachments 7

24 Pg 24 of 27 thereto, as amended, supplemented, amended and restated or otherwise modified from time to time). The Debtors shall provide the Requisite Parties with notice of any modification, amendment, or supplement of the Purchase Agreement or any material and related agreement, document, or other instrument at least two business days in advance of such modification, amendment, or supplement. 17. Notwithstanding anything to the contrary contained herein, any proceeds obtained by the Debtors pursuant to the Sale or any authorization contained hereunder shall be subject to any applicable requirements imposed on the Debtors under the Final Order: (I) Pursuant to 11 U.S.C. 105, 361, 362, 363 and 364 Authorizing the Debtors to (A) Obtain Senior Secured Priming Superpriority Postpetition Financing, (B) Grant Liens and Superpriority Administrative Expense Status, (C) Use Cash Collateral of Prepetition Secured Parties and (D) Grant Adequate Protection to Prepetition Secured Parties; and (II) Granting Related Relief [Docket No. 134] (the Final DIP Order ) and the other DIP Documents (as defined in the Final DIP Order). 18. The Court shall retain exclusive jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions of this Order and the Purchase Agreement, all amendments thereto and any waivers and consents thereunder and each of the agreements executed in connection therewith to which the Debtors are a party or which has been assigned by the Debtors to RJM, and to adjudicate, if necessary, any and all disputes concerning or relating in any way to the Sale. This Court retains jurisdiction to compel delivery of the Cape Coral Real Estate and to enter orders, as appropriate, pursuant to sections 105 or 363 (or other applicable provisions) of the Bankruptcy Code necessary to transfer the Cape Coral Real Estate to RJM. 19. Notwithstanding the possible applicability of Rules 6004(h), 6006(d), 7062, and 9014 of the Bankruptcy Rules or otherwise, the terms and conditions of this Order shall be 8

25 Pg 25 of 27 effective immediately upon entry and the Debtors and RJM are authorized to close the Sale immediately upon entry of this Order. 20. This Order and the Purchase Agreement shall be binding in all respects upon all creditors of (whether known or unknown), and holders of equity interests in, the Debtors, any holders of claims or liens in, against, or on all or any portion of the Cape Coral Real Estate, all successors and assigns of RJM, the Debtors and their affiliates and subsidiaries, and any subsequent trustees appointed in these chapter 11 cases or upon a conversion to chapter 7 under the Bankruptcy Code, and shall not be subject to rejection. 21. Notwithstanding anything to the contrary contained herein or in the Final Order: (I) Pursuant to 11 U.S.C. 105, 361, 362, 363 and 364 Authorizing the Debtors to (A) Obtain Senior Secured Priming Superpriority Postpetition Financing, (B) Grant Liens and Superpriority Administrative Expense Status, (C) Use Cash Collateral of Prepetition Secured Parties and (D) Grant Adequate Protection to Prepetition Secured Parties; and (II) Granting Related Relief [Docket No. 134], all proceeds of the Sale of assets and transfer of the Cape Coral Real Estate pursuant to this Order shall be placed in a separate, segregated bank account, which account shall be subject to the terms of the Final Order (I) Authorizing the Debtors to (A) Continue Using the Cash Management Systems, and (B) Maintain Existing Bank Accounts and Bank Forms; (II) Authorizing Continued Intercompany Transactions; (III) Granting Administrative Expense Status to Intercompany Claims; and (IV) Granting Related Relief [Docket No. 133] All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a) Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained in the Motion or this Order or any payment made pursuant to this Order shall 9

26 Pg 26 of 27 constitute, nor is it intended to constitute, an admission as to the validity or priority of any claim or lien against the Debtors, a waiver of the Debtors rights to subsequently dispute such claim or lien, or the assumption or adoption of any agreement, contract, or lease under section 365 of the Bankruptcy Code The Debtors have complied with all obligations to provide notice of the Motion, the Purchase Agreement, and the Sale. A reasonable opportunity to object or to be heard regarding the relief requested in the Motion was afforded to all interested persons and entities. New York, New York Dated:, 2017 HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE 10

27 Pg 27 of 27 Exhibit 1 Purchase Agreement