Case 8:10-bk-16743-TA

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MATTHEW A. LESNICK (CA BAR NO. 177594) matt@lesnickprince.com LESNICK PRINCE LLP 185 Pier Avenue, Suite 103 Santa Monica, CA 90405 Telephone: (310) 396-0964 Facsimile: (310) 396-0963 BRIAN GREER (not admitted in California) brian.greer@dechert.com DECHERT LLP 1095 Avenue of the Americas New York, NY 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 Attorneys for MTS Health Partners, L.P. UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION

In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. BIOLABS, INC. Debtor. Affects Both Debtors Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only

Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases RESERVATION OF RIGHTS OF MTS HEALTH PARTNERS, L.P. REGARDING INDEMNIFIED OBLIGATIONS (INCLUDING ATTORNEYS FEES) Hearing re Fee Applications: Date: August 25, 2010 Time: 2:00 p.m. Place: Courtroom 5B

MTS Health Partners, L.P. (MTS), by and through its undersigned counsel, hereby submits this Reservation of Rights to seek court approval of any indemnified obligations (including attorneys fees), and in support thereof submits as follows:

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Pursuant to the Stipulated Order Approving Application of Debtors and Debtors in Possession to Employ MTS Health Partners L.P. as their Investment Banker and Financial Advisor and to Compensate MTS Health Partners L.P., entered July 15, 2010 [Docket No. 177] (the MTS Retention and Compensation Order), Biolabs, Inc., Westcliff Medical Laboratories, Inc. (Westcliff) and their subsidiaries, on a joint and several basis (collectively, the Debtors) retained MTS as their investment banker and financial advisor in accordance with the terms of the engagement letter dated May 13, 2010 detailing the retention of MTS by the Debtors as exclusive financial advisor (the Engagement Letter). MTS has received a civil investigative demand from the Federal Trade Commission (the CID Request) in connection with the acquisition of Westcliff by Laboratory Corporation of America. In accordance with the terms of the Engagement Letter, the Debtors have agreed to indemnify MTS for certain matters, including investigations such as the CID Request. Therefore, MTS reserves its rights to seek court approval of any indemnified expenses or other amounts related to the CID Request (the Indemnified Claims). Although, MTS understands no distributions will be made to unsecured creditors until a liquidating plan is confirmed, MTS reserves its right to object to any such distributions until any Indemnified Claims have been paid or an appropriate reserve is established for the benefit of MTS. MTS intends to file applications for approval of any Indemnified Claims in accordance with the Local Rules for the United States Bankruptcy Court for the Central District of California. DATED: August 24, 2010 DECHERT LLP and LESNICK PRINCE LLP By: /s/ Matthew A. Lesnick Matthew A. Lesnick Attorneys for MTS Health Partners, L.P.

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CHAPTER 11

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In re:

WESTCLIFF MEDICAL LABORATORIES, INC.

Debtor(s).

LEAD CASE NUMBER 8:10-bk-16743-TA

NOTE: When using this form to indicate service of a proposed order, DO NOT list any person or entity in Category I. Proposed orders do not generate an NEF because only orders that have been entered are placed on the CM/ECF docket.

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 185 Pier Avenue, Suite 103, Santa Monica, CA 90405 A true and correct copy of the foregoing document described RESERVATION OF RIGHTS OF MTS HEALTH PARTNERS, L.P. REGARDING INDEMNIFIED OBLIGATIONS (INCLUDING ATTORNEYS FEES) will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (LBR), the foregoing document will be served by the court via NEF and hyperlink to the document. On August 24, 2010, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Todd M Arnold tma@lnbrb.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Carol J Fogleman mfrost@bwslaw.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov D Edward Hays ehays@marshackhays.com Michael J Heyman michael.heyman@klgates.com Mark D Houle mark.houle@pillsburylaw.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Michael B Lubic michael.lubic@klgates.com Aram Ordubegian ordubegian.aram@arentfox.com Justin E Rawlins jrawlins@winston.com, docketla@winston.com Jacqueline L Rodriguez jlr@lnbrb.com Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@pwkllp.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@pwkllp.com Sharon Z Weiss sharon.weiss@hro.com Joseph M Welch jwelch@buchalter.com Service information continued on attached page

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. January 2009

F 9013-3.1

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CHAPTER 11

Desc

In re:

WESTCLIFF MEDICAL LABORATORIES, INC.

Debtor(s).

LEAD CASE NUMBER 8:10-bk-16743-TA

II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On August 24, 2010, I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. VIA OVERNIGHT MAIL: Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth St., Suite 5085 Santa Ana, CA 92701 Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on August 24, 2010, I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

August 24, 2010

Date

Matthew A. Lesnick
Type Name

/s/Matthew A. Lesnick
Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. January 2009

F 9013-3.1