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MICHAEL B. LUBIC (SBN 122591) MICHAEL J. HEYMAN (SBN 218147) K&L GATES LLP 10100 Santa Monica Boulevard, Seventh Floor Los Angeles, California 90067 Telephone: 310.552.5000 Facsimile: 310.552.5001 Email: michael.lubic@klgates.com michael.heyman@klgates.com Attorneys for Laboratory Corporation of America Holdings and LabWest, Inc. UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

9 SANTA ANA DIVISION 10 11 12 13 14 15 16 17 Plaintiff, 18 19 20 21 22 23 24 25 26 27 28 PLEASE TAKE NOTICE that defendants Laboratory Corporation of America Holdings and LabWest, Inc. (collectively LabCorp) submit this Notice of Removal in accordance with FRBP 9027, 28 U.S.C. 1452, and 28 U.S.C. 157(a), and respectfully represent as follows:
LA-499930 v1

In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. ________________________________________ SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation,

Case No. 8:10-bk-16743-TA Jointly Administered with 8:10-bk-16746-TA Chapter 11 Ref No.:

NOTICE OF REMOVAL OF CIVIL COURT ACTION FROM ORANGE COUNTY SUPERIOR COURT, CASE NO. 30-2011-00504560 [No hearing required]

vs. LABWEST, INC., a Delaware corporation, dba LABCORP; LABORATORY CORPORATION OF AMERICA. A Delaware corporation, dba LABCORP; LABCORP, a business organization, form unknown; and DOES 1 through 50, inclusive, Defendants.

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1.

On May 19, 2010, Westcliff Medical Laboratories and its parent filed voluntary

petitions under chapter 11 of the United States Bankruptcy Code commencing bankruptcy cases currently pending in the United States Bankruptcy Court for the Central District of California, Santa Ana Division (the "Bankruptcy Court") jointly administered under Lead Case No. 8:10-bk-16743-TA (the "Case"). 2. On May 28, 2010, the Debtors filed their "Motion for an Order: (1) Approving Sale of

Substantially All of the Debtors' Assets (Excluding Cash and Accounts Receivable) Free and Clear of all Liens, Claims and Interests; (2) Approving of Debtors' Assumption and Assignment of Unexpired Leases and Executory Contracts and Determining Cure Amounts; (3) Waiving the 14-Day Stay Periods Set Forth in Bankruptcy Rules 6004(h) and 6006(d); and (4) Granting Related Relief" as Dkt. No. 72 (the "Sale Motion). 3. The Sale Motion sought, among other things, approval of an Asset Purchase

Agreement with LabWest (the "APA"), approval of the assumption by Westcliff and assignment to LabWest of, among other things, a certain unexpired lease of real property known as 1821 East Dyer Road, Santa Ana, CA (the Lease of the Premises) and a determination that no cure payments were due under the Lease. The Sale Motion was approved by an order entered June 9, 2010 as Dkt. No. 106 (the "Sale Order"). 4. With respect to the assumption and assignment of the Lease, see Sale Motion 1, 11:12-

18, 51:15-57:25; APA, section 2.4 (contained in Sale Motion 1 at Page 129 of 272); and Sale Order, 9:18-10:9, 17:4-27, 27:21-30-26. Please note that the Lease was listed as an Initial Designated Contract on Schedule 2.4(a)(1). Sale Motion 4 at Page 103 of 140. As a result, the Lease was assumed by Westcliff and assigned to LabWest at closing on June 16, 2010. 5. Under the terms of the Asset Purchase Agreement, Westcliff was responsible for

making any and all cure payments related to the assumption and assignment of the Lease. See Sale Motion 1, 55:19-56:26; APA section 7.12 (contained in Sale Motion 1 at Page 159 of 272)("Seller shall pay all Cure Costs associated with respect to Initial Designated Contractsand the Leases that are designated as Designated Contracts"); Sale Order, 28:21-29:2. "[T]he Debtors shall promptly pay or cause to be paid to the parties to any Assumed Contracts the requisite cure amounts, if any."

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(Sale Order, 28:22-25). "Purchaser shall be liable for all obligations under such Assumed Contracts arising on and after the Closing Date" (Sale Order, 28:18-20). 6. In connection with the sale, however, Westcliff obtained a judicial determination that

the cure amount for the Lease was $0. See Sale Motion, 11:19-12:3, 55:19-56:4; Sale Order, 28:2129:2. The notice regarding the cure amount with respect to the Lease provided for a cure amount of $0. Sale Motion 4, Page 125 of 137. The landlord was given notice and did not object to this cure amount. As a result, no rent was due for the period prior to May 19, 2010. Similarly, any unpaid rent that accrued during Westcliff's bankruptcy case (i.e., from the petition date of May 19 through the assumption and assignment of the Lease on June 16, 2010) would be an administrative claim in the Case and not payable by LabWest. 7. The Lease was entered into between Westcliff Medical Laboratories as Tenant and a

predecessor in interest of Irvine Corporate Center LLC (the "Original Landlord") in December 2003. In or about September 2005, Westcliff and ICCs secured lender, SunAmerica Life Insurance Company, entered into a certain Subordination, Non-Disturbance and Attornment Agreement (the SNDA). The SNDA was not assumed by Westcliff or assigned to LabWest under the APA or the Sale Order. 8. In or about November 2010, SunAmerica foreclosed on the Premises (the New

Landlord). Subsequent to the foreclosure sale, SunAmerica has attempted to collect from LabWest sums it claims are owing under the Lease. These collection efforts culminated in the removed action, which is known as SunAmerica Life Ins. Co. v. LabWest et al, Orange County Superior Court Case No. 30-2011-00504560 (the Removed Action and the State Court). 9. In connection with the Removed Action, SunAmerica has taken positions in the State

Court that LabWest believes violate the Sale Order and the injunctions contained therein, the automatic stay and/or applicable provisions of the Bankruptcy Code. These positions include assertions by the New Landlord that: (i) LabWest is liable for prepetition and postpetition rent for the period in which

Westcliff occupied the Premises;

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(ii)

LabWest violated the provisions of the Lease by not following the contractual

provisions in the Lease with respect to assignment of the lease; (iii) Westcliff assumed the SNDA and assigned it to LabWest and, accordingly,

LabWest is bound by the SNDA; and (iv) The SNDA is not an executing contract.

This Notice of Removal is, or will be, accompanied by a copy of process and

pleadings in the Removed Action in accordance with Rule 9027(1) of the Federal Rules of Bankruptcy Procedure. The term pleadings is defined by Rule 7 of the Federal Rules of Bankruptcy Procedure. Copies of the above-mentioned process and pleadings are to be filed contemporaneously, or as soon as is practicable, with the filing of this Notice of Removal. If additional documents relating to the Removed Action are required, LabCorp will submit such documents. 11. The Removed Action, including all claims and causes of action asserted there, is a

Civil Action other than a proceeding before the United States Tax Court; and is not a Removed Action by a government unit to enforce such government units police or regulatory power. The Removed Action was initiated on August 31, 2011, subsequent to the commencement of the chapter 11 case. 12. The Removed Action is a civil proceeding related to the chapter 11 case. The

Bankruptcy Court presiding over the chapter 11 case, pursuant to the general reference with respect to Title 11 cases in the Central District of California and 28 U.S.C. 157, has jurisdiction over the Removed Action under 28 U.S.C. 1334. The Civil Action is based upon claims arising under the Sale Order. Resolution of the claims asserted in the Removed Action will require interpretation of this Courts Sale Order. All such proceedings are core proceedings under 28 U.S.C. 157. In the event that any claim or cause of action asserted in the Removed Action is determined to be non-core, LabCorp consents to the entry of final orders or judgments by the bankruptcy judge. 13. This Notice of Removal is filed less than thirty (30) days after the filing of the

Complaint in the Removed Action in accordance with Rule 9027 of the Federal Rules of Bankruptcy Procedure.

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NOW THEREFORE, all parties to the Removed Action pending in the State Court are HEREBY NOTIFIED pursuant to Rule 9027(e) of the Federal Rules of Bankruptcy Procedure that the Removed Action is removed from the State Court to the above-entitled United States Bankruptcy Court. The parties to the Removed Action shall proceed no further in the State Court unless and until the action is remanded by the Bankruptcy Court. Michael B. Lubic Michael J. Heyman K&L GATES LLP

Dated: September 28, 2011

By:

/s/ Michael B. Lubic Michael B. Lubic Attorneys for Laboratory Corporation of America Holdings and LabWest, Inc.

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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: 10100 Santa Monica Boulevard, 7th Floor, Los Angeles, CA 90067

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Raymond G Alvarado ralvarado@alvaradosmith.com Todd M Arnold tma@lnbrb.com Phillip Ashman mgolod@mcqueenashman.com, pashman@mcqueenashman.com;bkumamoto@mcqueenashman.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Eric S Bershatski ericbershatski@tilemlaw.com, malissamurguia@tilemlaw.com;dianachau@tilemlaw.com Ronald K Brown rkbgwhw@aol.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Carol J Fogleman mfrost@bwslaw.com Anthony A Friedman aaf@lnbrb.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com;jmealey-hatch@buchalter.com Fredric Glass fglass@fairharborcapital.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 Jacqueline L James jlj@lnbyb.com Jeff D Kahane jkahane@duanemorris.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Matthew A Lesnick matt@lesnicklaw.com Michael B Lubic michael.lubic@klgates.com Frank F McGinn ffm@bostonbusinesslaw.com Elissa Miller emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com Aram Ordubegian ordubegian.aram@arentfox.com Ernie Zachary Park ernie.park@bewleylaw.com Richard Park Richard.Park@usdoj.gov Justin E Rawlins jrawlins@winston.com, docketla@winston.com Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@pwkllp.com Philip E Strok pstrok@wgllp.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@pwkllp.com Sharon Z Weiss sharon.weiss@hro.com, raul.morales@hro.com 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 September 28, 2011, 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: A true and correct copy of the foregoing document described as NOTICE OF REMOVAL OF CIVIL COURT ACTION FROM ORANGE COUNTY SUPERIOR COURT, CASE NO. 30-2011-00504560 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:

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Joseph M Welch jwelch@buchalter.com, jmealey-hatch@buchalter.com Johnny White , seb@blakeleyllp.com;bblakeley@blakeleyllp.com;rclifford@blakeleyllp.com

Service information continued on attached page

II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On September 28, 2011, 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. By U.S. Mail The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street 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 Fill in Date Document is Filed, 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.

9/28/11 Date

Carrie Hess Type Name

/s/ Carrie Hess Signature

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