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Home My WebLink About01-2873 PARTIES ~ebtor~ame(lastnamefir~iflndividual) and mailingaddress: HealthSouth IMC, Inc. 1124 Harrisburg Pike CA~LISLE, PA 17013 COMMONWEALTH OF PENNSYLVANIA - UCC1 l~A-Cumberland County FINANCING STATEMENT Uniform Commercial Code Form UCC~I IMPORTANT-Please reed instructions on reverse side of page 4 before completing . Filing No.(stamped by filing officer); Date, Time Fi!lng Offic~ (~tar~Ped b%,~il,~',~ffice Debtor name (last name first if individual) and mailing address: HealthSouth IMC, Inc. 6230 Carlisle Pike Mechanicsburg, PA 1705~ Debtor name (last name first if individual) and mailing address: lb Number of Additional Sheets (if any): '~ Secured Party iesl namesls) (last name first if individual) and address Optional Special Identification (Max. 10 characters); for secur ty nterest nformat on: Heller Healthcare Finance, Inc. 2 Wisconsin Circle, Fourth Floor CHE~'Y C}[ASE, MD 20815 2 Assignee(s) of Secured Party name(sllast name first if individual) and address for security interest information: COLLATERAl. Identify collaler~l Dy item and/or type: All accounts receivable and such other assets of Debtor as are described on Exhibit A attached hereto and made a part hereof. Special Types of Parties (check if applicable): I--]The terms "Debtor" and "Secured Party" mean "Lessee" and "Lessor," respectively. []The terms "Debtor" and "Secured Party" mean "Consignee" and "Consignor," respectively. [] Debtor is a Transmitting Utility. 3 SECURED PARTY SIGNATURE(S) This statement is filed with only the Secured Party's signature to perfect a security interest in collateral (check applicable box(es)) a. [] acquired after a change of name, identity or corporate structure of the Debtor. b.[] as to which the filing has lapsed. c. already subject to a security interest in another county in Pennsylvania [] when the collateral was moved to this county. [] when the Debtor's residence or place of business was moved to this county. d. already subject to a security interest in another jurisdiction- li when the collateral was moved to Pennsylvania. [] when the Debtor's location was moved to Pennsylvania. e. []which is proceeds of the collateral described in block 9, in which a security interest was previously perfected (also describe proceeds in block 9, if purchased with cash proceeds and not adequately described on the original financing statement), Secured Party Signature(s) (required only if box(es) is checked above): ;k"l (check only if desired) Products of the collateral are also covered. Identify related real estate, if applicable: The collateral is, or includes (check appropriate box(es) a. [] crops growing or to be grown on - b. [] goods which are or are to become fixtures on - c. [] minerals or the like (including oil and gas) as extracted on - d.[] accounts resulting from the sale of minerals or the like (including oil and gas) at the wellhead or minehead on - the following real estate: Street Address: Described at: Book of (check one) [] Deeds [] Mortgages, at Pages(s) -- for County. Uniform Parcel identifier [] Described on Additional Sheet. Name of record owner (required only if no Debtor has an interest of record): DEBTOR SIGNATURE(S) HealthSouth IMC, Inc. lb RETURN RECEIPT TO: LEXIS DOCUMENT SERVICES INC PO BOX 2969 SPRINGFIELD, IL 62708 STANOARD FORM - FORM UCC 1 (7-89) Approved by Secretary of Commonwealth of Pennsylvania (1) FILING OFFICE ORIGINAL EXHIBIT A TO UCC-1 FINANCING STATEMENT (1) Claims; (2) Accounts; (3) Inventory; (4) fixtures (as defined in the UCC); (5) Equipment; (6) Intellectual Property; (7) General Intangibles; (8) instruments (as defined in the UCC); (9) Loans made hereunder; (10) all rights of such Debtor under each Management Agreement, including all rights to payment of management fees thereunder; (11) all rights of such Debtor under each Accounts Purchase Agreement; (12) all rights of such Debtor under any Acquisition Documents, including any and all fights and remedies with respect to any breach by the seller(s) thereunder or any other Person of any representations, warranties and covenants under such Acquisition Documents, any and all rights to indemnification from such seller(s) or other Person arising under or pursuant to such Acquisition Documents and any and all rights under any letter of credit or other credit support provided in connection therewith; (13) monies, securities and other property now or hereafter held or received by, or in transit to Agent or any Secured Party from or for such Debtor, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of such Debtor's deposits and credit balances in Agent's or any Secured Party's possession; (14) deposit accounts and deposits or other sums at any time created by or due from any bank or financial institution to such Debtor; (15) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at anytime evidence H:\WPXLEGAL\CL1ENTS\USHealthworks\UCC Exhibit A (Amend. 8).doc or contain information relating to any of the property described above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (16) proceeds of the foregoing, including, without limitation, proceeds of insurance policies covering the foregoing and cash collections, cash and non-cash proceeds of the foregoing. For purposes hereof, the term "Account" shall mean any right to payment for goods sold or leased or services rendered, whether or not evidenced by an instrument or chattel paper, and whether or not earned by performance, including, without limitation, the fight to payment of management fees. For purposes hereof, the term "Claims" means all presently existing and hereafter created Accounts, and other forms of obligations or rights to payment for services rendered or goods sold, including, but not limited to, any and all fights to payment, reimbursement or settlement (including cost report settlements) under Medicare, Medicaid, CHAMPUS, or other government- sponsored or funded programs or insurance or other medical benefit fights covering any Patient that were assigned by a Patient to a Borrower or PA or pursuant to preferred provider, HMO or other Borrower-Payor or PA-Payor agreements and any General Intangibles or contract rights relating thereto owed to or owned by a Borrower or PA whether directly, as assignee, by law or otherwise in respect of, arising or resulting from the rendition of medical care or the sale or rental of equipment, supplies or merchandise to its Patients by a Borrower or PA, all guaranties and security therefor, and all goods and rights represented thereby or arising therefrom and all proceeds of any of the foregoing. For purposes hereof, the term "Equipment" means all "equipment" (as defined in the UCC), including, without limitation, all furniture, furnishings, fixtures, machinery, motor vehicles, tracks, trailers, vessels, aircraft and rolling stock, and parts thereof and all additions and accessions thereto and replacements therefor. For purposes hereof, the term "General Intangibles" means general intangibles, and other intangible personal property, including, without limitation, ail goodwill, choses in action, causes of action, franchises, corporate and other business records, descriptions, supplier contracts, confidential information, consulting agreements, engineering contracts, leasehold interests in real and personal property, insurance policies (including business interruption insurance), licenses, permits and such other assets which uniquely reflect the goodwill of the business of a Borrower, deposit accounts, letters of credit, and general intangibles relating to other items of Collateral, including without limitation, rights to refunds or indemnification; and proceeds of all of the foregoing, including without limitation, insurance proceeds, including proceeds of business interruption insurance. In addition, this definition shall include the definition of"general intangibles" as defined in the UCC. For purposes hereof, the term "Inventory" means ail "inventory" (as defined in the UCC) including, without limitation, finished goods, raw materials, work in process, and other materials H:\WP\LEGAL\CLIENTS\USHcalthworks\UCC Exhibit A (Amend. 8).doc and supplies used or consumed in a Person's business, and goods which are returned or repossessed. For purposes hereof, the term "Intellectual Property" means all of each Borrower's present and future designs, patents, patent rights and applications therefor, trademarks and registrations or applications therefor, trade names, inventions, copyrights and all applications and registrations therefor, software or computer programs, license rights, trade secrets, methods, processes, know-how, drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and development, whether now owned or hereafter acquired, all goodwill associated with any of the foregoing and proceeds of all of the foregoing, including, without limitation, proceeds of insurance policies thereon. For purposes hereof, the term "Loans" means an advance or advances under the Term Loan Commitment or the Revolving Loan Commitment. For purposes hereof, the term "Person" means an individual, partnership, corporation, trust, joint venture, joint stock company, limited liability company, association, unincorporated organization, Governmental Authority, or any other entity. Unless otherwise defined in this exhibit, all capitalized terms shall have the meanings assigned to such terms in the Loan and Security Agreement by and among Debtor and its affiliates and Secured Party and its successors and assigns, originally dated as of December 31, 1996, as the same may be amended, modified, and restated from time to time. H:\WP~LEGAL\CLIENTS\USHealthworks\UCC Exhibit A (Amend. 8).doc