Assets of Acute Care Hospitals Business

Sale of substantially all of assets of the Success Healthcare, LLC, Success Healthcare 1, LLC and HLP of Los Angeles, LLC (collectively, the “Silver Lake Sellers”), which include the following assets, properties and rights of Sellers (other than Excluded Assets):

• All real property that any Seller owns in fee (together with all buildings and other structures, facilities or improvements located thereon, including construction in progress, all fixtures attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing, collectively, the “Owned Real Property”).
• All leasehold interests in and to the real property and improvements leased by any Seller (collectively, the “Leased Real Property”), if the lease for such Leased Real Property becomes a Purchased Contract.
• All rights, benefits and interests of the applicable Seller under the Purchased Contracts.
• All Inventory and other tangible personal property owned by any Seller, including all equipment (including all medical equipment, computers and other data processing equipment and related software), furniture, fixtures, machinery, vehicles and rolling stock, office furnishings, and leasehold improvements (the “Personal Property”), together with any express or implied warranty by the manufacturers or sellers of any item or component part thereof to the extent transferable and all maintenance records and other documents relating thereto;
• Except as otherwise set forth in the Stalking Horse APA, all rights relating to Prepaid Expenses.
• All Accounts Receivable and payments from, or otherwise in connection with, the QAF Program.
• Any current assets of any Seller with respect to the operations of the Business not otherwise specifically described herein.
• All depository accounts in which amounts received from payment of Accounts Receivable and from the QAF Program have customarily been deposited by any Seller with respect to the operations of the Business (“Depository Accounts”).
• All telephone numbers and facsimile numbers used exclusively in the operations of the Business.
• except as excluded under the Stalking Horse APA, all documents, records, operating manuals, files, computers, hardware, data processing equipment, and computer software (including licenses thereto, to the extent assignable or transferable) relating or with respect to the operations of the Business, including all patient records, medical records, employee records, financial records relating or with respect to the operations of the Business, equipment records, construction plans and specifications, and medical and administrative libraries.
• Except as excluded under the Stalking Horse APA, all intangible rights and property, including all inventions (whether or not patentable), trade secrets, know-how, mask work rights, patents, trademarks, service marks, trade names, trade dress, domain names, websites (including contents thereof) and copyrights (collectively, “Intellectual Property”) that are used primarily in connection with the operations of the Business (all such items of Intellectual Property together with the Purchased Assets described in Section 2.1(j) of the Stalking Horse APA are referred to collectively as the “Transferred Intellectual Property”).
• To the extent assignable or transferable, all Government Authorizations, and all pending applications for Government Authorizations. 
• All rights under or pursuant to all representations, warranties and guarantees made by suppliers and contractors to the extent relating to services provided to any Seller;
• All goodwill associated with the Business;
• All rights of Sellers under non-disclosure or confidentiality, non-compete, non-solicitation or no-hire agreements relating to any Purchased Assets or Assumed Liabilities (or any portion of the foregoing);
• All insurance proceeds relating to the physical condition of the Purchased Assets, to the extent not expended on the repair or restoration of the Purchased Assets and subject to the terms of any Business Contract;
• Any rights, claims or causes of action of any Seller against Third Parties relating to any Purchased Asset or Assumed Liability as of the Closing, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds (other than Tax refunds), rights of reimbursement and other rights of recovery, including insurance proceeds, possessed by Sellers as of the Closing (regardless of whether such rights are currently exercisable) to the extent related to any Purchased Asset or Assumed Liability;
• All Avoidance Actions (whether known or unknown, contingent or otherwise) accruing or arising prior to the Closing Date against (a) any counterparty to a Purchased Contract; (b) any vendor, supplier, or lessor; or (c) any Hired Employee (collectively, the “Purchased Avoidance Actions”); and
• Personnel records of all Business Employees.