Assets of Healthcare Services Business

Sale of substantially all of assets of St. Margaret’s Health-Peru and St. Margaret’s Health-Spring Valley (collectively, the “Sellers”), which include the following assets, properties, and rights related to, used, or held for use in connection with the operation of a licensed acutecare hospital located at 925 West Street, Peru, Illinois 61354 (the “Peru Hospital”), and certain related outpatient and ambulatory medical facilities in the Peru, Illinois area (the “Business”) free and clear of all liens, claims, interests and encumbrances (other than Permitted Encumbrances and Assumed Liabilities), including:

• The Contracts set forth on Section 2.01(a) of the Disclosure Schedules (the “Assigned Contracts”);
• All furniture, fixtures, equipment, office equipment, inventory, supplies, drugs, computers, telephones and other tangible personal property located in the Real Property (including the assets described in Section 2.01(b) and Section 6.01(c) of the Disclosure Schedules), and the 24 strands of physical OM2 MM fiber-optic cable and 24 strands of physical single mode fiber connecting the Peru Hospital and the building located at 1305 6th Street, Peru, Illinois 61354 (the “Tangible Personal Property”);
• All Owned Real Property and Leased Real Property occupied in connection with the conduct of the Business;
• All Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted after Seller’s temporary suspension of hospital services at the Peru Hospital or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.10(b) and Section 4.11(b) of the Disclosure Schedules;
• Originals, or where not available, copies, of all equipment maintenance files related to the Tangible Personal Property;
• In recognition of the parties’ understanding that the transaction contemplated by this Agreement, with respect to the Rural Health Clinic, qualifies as a CHOW of such facility owned and operated by Seller, the Medicare assets of Seller related to the Rural Health Clinic, including but not limited to Seller’s rights under its Medicare provider agreements applicable to the Rural Health Clinic;
• All rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
• All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) related to the Purchased Assets or the Assumed Liabilities;
• All of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets or the Assumed Liabilities; and
• All insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities.