Acute Care Community Hospital in Georgia

Sale of substantially all of the assets of Oconee Regional Health Systems, Inc., described as below:

• All accounts or notes receivable of the Sellers and all rights to payment from third parties (including uncashed checks) and the full benefit of all security for such accounts or notes receivable and rights to payment (collectively, "Accounts Receivable"! except for the Jasper Receivable;
• All bank accounts and marketable securities of any Seller, including all escrows and reserves, except for the Designated Account;
• All supply inventory, pharmaceutical inventory, food, disposables, consumables, office and other supplies, spare, replacement and component parts and other inventories of the Operations ("Inventory");
• All Contracts set forth on Exhibit A hereto (collectively, the "Assigned Contracts"): provided, however, the Assigned Contracts shall include (i) all confidentiality agreements entered into by any Seller (or for the benefit of any Seller) with any potential purchaser of some or all of the Purchased Assets, and (ii) all Medicare or Medicaid provider agreements;
• All Intellectual Property Assets;
• All property, equipment, furniture, fixtures, equipment, fixed assets, furnishings, computer hardware, vehicles and other tangible personal property of the Operations, including all equipment and other personal property that is subject to a finance lease or capital lease (collectively, the "Tangible Personal Property"):
• All Owned Real Property;
• All Licenses relating to the Hospital or the Operations, including Environmental Permits, listed on Section 2.1(h) of the Disclosure Schedules, but only to the extent such Licenses may be transferred under applicable Law;
• All prepaid expenses, credits, advance payments, security, deposits, charges, rebates, sums and fees, except for deposits made by any of the Sellers during the Bankruptcy Cases pursuant to Section 366 of the Bankruptcy Code;
• Each Seller's rights under warranties, indemnities, guarantees and all similar rights against third parties to the extent related to any Purchased Assets;
• Originals, or where not available, copies, of all books and records, including patient records, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records, strategic plans, internal financial statements and marketing and promotional surveys, material and research, that relate to the Operations or the Purchased Assets, other than books and records set forth in Section 2.2(d") ("Books and Records"), subject to the right of Sellers to have reasonable access thereto as reasonably necessary to respond to governmental or other inquiries, to defend claims and for other reasonable legitimate reasons following reasonable request;
• All goodwill associated with any of the Purchased Assets;
• Each Seller's Medicare and Medicaid provider numbers and lock box accounts;
• All of the equity interests and nonprofit membership interests set forth on Section 2.1 fa) of the Disclosure Schedules and all rights of Sellers as the owners of such equity interests or holders of such nonprofit membership interests;
• Except (x) claims of any Seller against other Sellers or JHS, and (y) as provided in Section 2.2d) and 2.2(nh all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Sellers, whether under federal or state law (including claims and causes of action arising under the Bankruptcy Code), and whether arising by way of counterclaim or otherwise, including all rights of setoff and all rights and claims arising under (or relating to) the Assigned Contracts or Accounts Receivable (collectively, the "Assigned Causes of Action"):
• All rights to any lump sum payments received after Closing payable by any governmental payor or programs such as Medicaid DSH, ICTF, UPL, Medicare DSH or similar programs regardless of whether such payments related to any services prior to Closing or are associated with the Hospital's status or designation related to pre-Closing services; and
• Any other assets used in (or relating (o) the Operations, including any rights of coverage or recovery under any insurance policies relating to the period prior to the Closing (except such rights of coverage or recovery which relate to the Tail Insurance) and any rights to any Tax refunds.