rdd Doc 746 Filed 11/27/17 Entered 11/27/17 15:49:58 Main Document Pg 1 of 5

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1 Pg 1 of 5 Natalie A. Napierala CARLTON FIELDS Chrysler Center 405 Lexington Avenue 36 th Floor New York, NY Telephone: ( nnapierala@carltonfields.com msingh@carltonfields.com Attorneys for HCP-RTS, LLC and twenty of its wholly-owned subsidiaries UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: 21 st CENTURY ONCOLOGY HOLDINGS, INC., et al. Debtors. Chapter 11 Case No (RDD (Jointly Administered HCP-RTS, LLC S LIMITED OBJECTION TO THE DEBTORS PROPOSED ASSUMPTION OF UNEXPIRED LEASE PURSUANT TO THE PLAN HCP-RTS, LLC, and twenty of its wholly-owned subsidiaries 1 (collectively, the RTS Landlords, object to the Debtors proposed assumption of a certain unexpired lease as set forth in its Notice of Filing Plan Supplement (Doc. 678 (the Plan Supplement and the Debtors Joint Chapter 11 Plan of Reorganization of 21st Century Oncology Holdings, Inc. and its Debtor Affiliates (Doc. 522 (the Plan, because the proposed assumption seeks to assume a portion of 1 The twenty subsidiaries are: (1 HC-860 Parkview Drive North, Units A&B, LLC; (2 HC Flora Road, LLC; (3 HC Bob Hope Drive, LLC; (4 HC Palms Highway, LLC; (5 HC-8991 Brighton Lane, LLC; (6 HC-6555 Cortez, LLC; (7 HC-6310 Health Parkway, Units 100 & 200 LLC; (8 HC-601 Redstone Avenue West, LLC; (9 HC-2270 Colonial Blvd., LLC; (10 HC-2234 Colonial Blvd., LLC; (11 HC-1026 Mar Walt Drive NW, LLC; (12 HC-7751 Baymeadows Rd. E., LLC; (13 HC-1120 Lee Boulevard, LLC; (14 HC-8625 Collier Blvd., LLC; (15 HC-6879 US Highway 98 West, LLC; (16 HC-7850 North University Drive, LLC; (17 HC-#2 Physicians Park Dr., LLC; (18 HC-52 North Pecos Road, LLC; (19 HC S. Fort Apache Road, LLC; and (20 HC-187 Skylar Drive, LLC.

2 Pg 2 of 5 the Debtors master lease with the RTS Landlords, which is not permissible under bankruptcy law. In support of their Objection, the RTS Landlords state as follows: 1. On April 20, 2015, the RTS Landlords, nine of the Debtors 2 (collectively, the RTS-related Debtors, and one non-debtor, 21st Century Oncology of El Segundo, LLC entered into the Second Amended and Restated Master Lease, under which the RTS-related Debtors leased twenty properties from the RTS Landlords in which the RTS-related Debtors operate oncology and radiation therapy clinics (the Master Lease. The Master Lease is a single lease agreement. 2. On May 25, 2017, 21st Century Oncology Holdings, Inc. and many of its affiliates filed voluntary Chapter 11 petitions in this Court. On May 26, 2017, this Court jointly administered the bankruptcy cases. 3. On October 13, 2017, the Debtors filed their Joint Chapter 11 Plan of Reorganization (Doc The RTS Landlords and the RTS-related Debtors have agreed to amend the Master Lease to (i remove from the lease three of the twenty properties, (ii extend the initial term of the Master Lease, and (iii modify several other material provisions (the Proposed Amendment. 5. The parties agreed that they will not enter into the Proposed Amendment until after this Court enters an order confirming the Plan and only if that order contains a provision expressly confirming the Debtors assumption of and intention to comply with the Master Lease, as amended by the Proposed Amendment (the RTS Plan Language. The parties agreed to the 2 The RTS-related Debtors are as follows: (1 21st Century Oncology, LLC; (2 21st Century Oncology Management Services, Inc.; (3 21st Century Oncology of Kentucky, LLC; (4 Nevada Radiation Therapy Management (5 West Virginia Radiation Therapy (6 Jacksonville Radiation Therapy (7 California Radiation Therapy Management (8 21st Century Oncology of Jacksonville, Inc.; and (9 21st Century Oncology, Inc. (the guarantor under the Master Lease. 2

3 Pg 3 of 5 RTS Plan Language as protection for the RTS Landlords to ensure that the RTS-Related Debtors are bound to enter into the Proposed Amendment after confirmation of the Plan. 6. On November 13, 2017, the Debtors filed their Plan Supplement containing Schedule I, which lists all executory contracts and unexpired leases which the Debtors seek to assume. Schedule I contained three entries that relate to the Master Lease. None of the entries accurately or completely reflects the parties to or the terms of the Master Lease. Those entries are as follows: See Doc. 678 at The RTS Landlords object to the assumption of the Master Lease as set forth in the Plan Supplement, as it purports to impermissibly assume only a portion of the Master Lease. 8. To accurately reflect the terms of the Master Lease and account for the revisions that will take place as a result of the Proposed Amendment, Schedule I of the Plan Supplement should be revised to include the following entry in connection with the Master Lease: Debtors Creditor/Counter-Party Description Date Cure Amount (1 21st Century Oncology, LLC; (2 21st Century Oncology Management (3 21st Century Oncology of Kentucky, LLC; (4 Nevada Radiation Therapy Management (5 West Virginia Radiation Therapy (6 Jacksonville (1 HCP-RTS, LLC; (2 HC-860 Parkview Drive North, Units A&B, LLC; (3 HC Flora Road, LLC; (4 HC Bob Hope Drive, LLC; (5 HC Palms Highway, LLC; (6 HC Brighton Lane, LLC; (7 HC-6555 Cortez, LLC; (8 HC-6310 Health Parkway, Units 100 & 200 LLC; (9 HC-601 Redstone Avenue West, LLC; (10 HC-2270 Colonial Blvd., LLC; (11 HC-2234 Colonial Blvd., LLC; (12 HC-1026 Mar Walt Building and Land Master Lease (various addresses (the Master Lease April, 20, 2015 (based on Second Amended and Restated Master Lease; original Lease was entered into on or about March 31, 2010; and First Amended and Restated Master Lease was entered into on or about March 31, 2015 And as will be further modified and amended by a Proposed Amendment, which the RTS-related Debtors and the RTS Landlords have agreed to $0.00 3

4 Pg 4 of 5 Radiation Therapy (7 California Radiation Therapy Management (8 21st Century Oncology of Jacksonville, Inc.; (9 21st Century Oncology, Inc. (collectively, the RTS-related Debtors Drive NW, LLC; (13 HC-7751 Baymeadows Rd. E., LLC; (14 HC-1120 Lee Boulevard, LLC; (15 HC-8625 Collier Blvd., LLC; (16 HC-6879 US Highway 98 West, LLC; (17 HC-7850 North University Drive, LLC; (18 HC-#2 Physicians Park Dr., LLC; (19 HC-52 North Pecos Road, LLC; (20 HC-6160 S. Fort Apache Road, LLC; (21 HC- 187 Skylar Drive, LLC (collectively, the RTS Landlords enter into after confirmation and, under which, (i the term of the Master Lease will be extended, (ii various other terms of the Master Lease will be modified, and (iii the following properties will be completely removed from the Master Lease: ( Collier Blvd., Naples, Florida ( Cortez Road, Bradenton, Florida ( N. University Drive, Tamarac, Florida Assumption of only a portion of an unexpired lease is not permissible under bankruptcy law. See In re Leslie Fay Companies, Inc., 166 B.R. 802, 808 (Bankr. S.D.N.Y (analyzing a lease agreement and noting that an executory contract [or unexpired lease] cannot be assumed in part and rejected in part (citing In re PCH Assoc., 804 F.2d 193, 199 (2d Cir The revision proposed by the RTS Landlords herein would remedy the improper, partial assumption set forth in the Plan Supplement. 10. Accordingly, the RTS Landlords respectfully request that this Court enter an Order requiring the Debtors to assume the Master Lease in full as described herein, and granting such other and further relief as is just and proper. 4

5 Pg 5 of 5 Dated this 27th day of November, /s/ Natalie A. Napierala Natalie A. Napierala CARLTON FIELDS Chrysler Center 405 Lexington Avenue 36 th Floor New York, NY Telephone: ( nnapierala@carltonfields.com msingh@carltonfields.com - and - Stephanie E. Ambs Pro Hac Vice Application Forthcoming Florida Bar No CARLTON FIELDS CNL Tower South Orange Avenue, Suite 500 Orlando, FL Telephone: ( sambs@carltonfields.com kathompson@carltonfields.com Attorneys for HCP-RTS, LLC and twenty of its wholly-owned subsidiaries 5

6 rdd Doc Filed 11/27/17 Entered 11/27/17 15:49:58 Certificate of Service Pg 1 of 2 CERTIFICATE OF SERVICE I hereby certify that on November 27, 2017, a copy of the foregoing Objection was filed electronically with the Court s CM/ECF system. Notice of this filing will be sent by to all parties by operation of the Court s electronic filing system. In addition, I caused a true and correct copy of the forgoing Objection to be served upon the following parties via (or first class mail, as indicated below on November 27, Counsel to the Debtors Christopher Marcus, P.C. John T. Weber KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( Counsel to the Debtors 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: ( Facsimile: ( U.S. Trustee Paul Schwartzberg Susan Golden (via first class mail Office of the United States Trustee for the Southern District of New York U.S. Federal Office Building, 201 Varick Street, Suite 1006 New York, New York 10014

7 rdd Doc Filed 11/27/17 Entered 11/27/17 15:49:58 Certificate of Service Pg 2 of 2 Counsel to the Official Committee of Unsecured Creditors Appointed in These Chapter 11 Cases Lorenzo Marinuzzi Jonathan Levine Morrison & Foerster LLP 250 West 55th Street New York, New York Counsel to Certain Backstop Parties and the Ad Hoc Committee of Crossover Lenders and Noteholders Jayme Goldstein Samantha Martin Odelia Lee Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York Counsel to the Ad Hoc Committee of Lenders Under the Debtors Prepetition Secured Credit Facility Evan Fleck Matthew Brod Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York Counsel to the MDL Agent Seth H. Lieberman Patrick Sibley Matthew W. Silverman Pryor Cashman LLP 7 Times Square New York, New York Counsel to the DIP Agent Richard A. Stieglitz, Jr. Joel H. Levitin Cahill Gordon & Reindel LLP Eighty Pine Street New York, New York Dated this 27th day of November, /s/ Natalie A. Napierala Natalie A. Napierala 2