Hospital Business and Related Assets in California

Sale of assets of St. Vincent Medical Center (“SVMC”), Verity Holdings, LLC (“Holdings”), and VHS (together with SVMC and Holdings, the “Sellers”). The assets related to SVMC include the hospital facilities formerly known as St. Vincent Medical Center, located at 2131 W. 3rd Street, Los Angeles, CA 90057, including the hospital pharmacy, laboratory and emergency department, as well as the medical office buildings and clinics owned and formerly operated by SVMC (collectively, the “Hospital”). The sale assets more described as below:

• All of Sellers’ interest in and to the Owned Real Property;
• All of the tangible personal property owned by Sellers and currently located at the Owned Real Property, including inventories and supplies utilized for the operation and maintenance of the Owned Real Property, equipment, furniture, machinery, and office furnishings, excluding any vehicles or other items excluded from sale pursuant to Section 1.8(c) (the “Personal Property”) and, to the extent assignable or transferrable, all rights in all warranties of any manufacturer or vendor in connection with the Personal Property;
• All of Sellers’ interest in, and all of Sellers’ obligations due under from and after the Effective Time, to the extent assignable or transferable, all contracts and agreements (including, but not limited to, purchase orders) that have been designated by Purchaser as an Assigned Contract, pursuant to Section 1.11 and appearing on Schedule 1.7(c);
• All of Sellers’ interest in, and all of Sellers’ obligations due under from and after the Effective Time, all Assigned Leases, pursuant to Section 1.11 and appearing on Schedule 2.8; and
• Other than Utility Deposits, all prepaid rentals, deposits, prepayments and similar amounts relating to the Assigned Contracts and/or the Assigned Leases, which were made with respect to the operation of the Hospital (the “Prepaids”).