Assets of Healthcare Business

Sale of substantially all of the assets of Gardens Regional Hospital and Medical Center, Inc., described as below:

• The Hospital Lease, including all security deposits held under the Hospital Lease, and all claims, causes of action, rights and defenses against the Hospital Landlord under or relating to the Hospital Lease;
• All rights, to the extent assignable or transferable, to all licenses, permits, approvals (including pending approvals), registrations and other licenses, permits, approvals and registrations issued to Seller by any Governmental Authority relating to the ownership, development or operations of the Hospital and the Hospital Premises ("Licenses and Permits"), including without limitation, the Licenses and Permits listed in Schedule 2.1(b) hereto, subject to any rights of the Hospital Landlord under Sections 1.1,6 and 35 of the Hospital Lease;
• All inventory and supplies, including without limitation, all medical supplies, drugs, housekeeping, janitorial and office supplies, food, and other disposables and consumables;
• Subject to the rights of the Hospital Landlord under Sections 1.1,6 and 35 of the Hospital Lease, all equipment, machinery, furniture and furnishings, fixtures, tools, vehicles and other tangible personal property at the Hospital Premises;
• All motor vehicles, including without limitation, the motor vehicles listed in Schedule 2.1(e) hereto;
• All of the contracts and leases set forth on Schedule 2.1(f) (the "Assumed Contracts") all amounts payable to Seller under the Assumed Contracts, all security deposits held by counterparties to the Assumed Contracts or by Seller, and all claims, causes of action, rights and defenses against counterparties to the Assumed Contracts;
• All rights, to the extent assignable or transferable, in all express or implied warranties, representations and guaranties of any manufacturer, vendor or contractor in connection with the Purchased Assets;
• Subject to the rights of the Hospital Landlord under Sections 1.1,6 and 35 of the Hospital Lease, all books and records, whether in electronic or written form, relating to any of the foregoing, including without limitation, all survey, engineering and environmental reports, maintenance and repair records, seismic compliance records, and hospital, laboratory, pharmacy and OSHPD inspection and survey reports, certifications and waivers with respect to the Hospital, the Hospital Premises and the assets described in Section 2.1(d) and Section 2.1(e) above;
• All plans, specifications, "as is" drawings, and other drawings related to any improvements made, or proposed to be made, to the Hospital Premises; and
• Any other assets listed in Schedule 2.1(j).

The Sale Assets are more particularly described on the attached PDF.