Received & Recorded Notice of Settlement-!

5
Union County, NJ |net# 280286
6/16/2008 14:57 Pge-
Joanna Rojoppi Consider. ,QQ
„ County Clerk RTFee .00
Onwotor
ROYAL
NOTICE OF REAL ESTATE SETTLEMENT
(For use by an Attorney at Law of New Jersey)
Chapter 406 Laws of 1979

TS2G9128

Name(s) and Address(es):

Muhlenberg Regional Medical Center, Inc., a New Jersey non-profit corporation

resides at or about to resides at: 1200-1354 Randolph Road, Flainfidd, New Jersey
Mortgagor(s}

-and-

Nanie(s) and Address(es):

New Jersey Health Care Facilities Financing Authority

its successors and/or assigns as their respective interests may appear,
sr
M Mortgagee(s)

NOTICE ts hereby given of a Mortgage Commitment between the parties hereto. f

THE land to be affected are commonly known as 1200-1354 Randolph Road, Tax Lot 38.01,38.02 and 38.03, Tax
Block 13, and Tax Lot 1, Tax Block 729, in the City of Kafnticld^^n&f^f Union, State of New Jersey.

J/nn K. KEte^nfi, President

27 North Bridge Street

Somerville, New Jersey 08876
Attorney for: Purchaser and/or Mortgagor

*This form must be executed by a party or legal representative. If the notice is executed by anyone other than an
Attorney a£ Law of New Jersey, it must: be executed and acknowledged or proved in the same manner as a deed.

STATE OF NEW JERSEY:

SS:
COUNTY OF SOMERST:

On June 12,2009, before me, the subscriber, personally appeared John K. Kitchen, who I am satisfied is
the person named in and who executed the within instrument and thereupon acknowjedge that they signed, sealed
and delivered the same as their act and deed for the purposes therein expressed.

TITLE CENTRAL
280266 men. WEIGH
WARY PUBLIC OF NEW JERSET
** FILED** Recording Fee
Paid My CtOTSsiofi Expires November 15,2012
20.00
Notice of Settlement RTFee .00
 Received St Recorded UCC lnitial-4O
Union County, NJ 1 9344
UCC FINANCING STATEMENT 6/19/2O09 9:10 Pgs-
Joanne Rajoppi Consider. .00
FOLLOW INSTRUCTIONS (from and back) CAREFULLY
County Clerk RT Fee .00
Operator
A. NAME & PHONE OF CONTACT AT FILER [OPTIONAL1 MCDEVITT
Tricia M. Gasparine, Esq. (973) 622-1800

B. SEND ACKNOWLEDGMENT TO: (Name end Address)

r Tricia ML Gasparine, Esq.

IVIeManiinon & Scotland, L.L.C.
1037 Raymond Blvd, Suite 400
Newark, New Jersey 07102-5408

THE ABOVE SPACE IS FOR RUNG OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME- insert only one debtor frame (In or Ib) • Jo no! abbreviate or combine names

OR
it ORGANIZATION'S NAME MUHLENBERG REGIONAL MEDICAL CENTER, INC.

Ib. INDIVIDUAL'S LAST NAME flRSTNAME MIDDLE NAME SUFFIX

Ic. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY

PARK AVE & RANDOLPH RD PLAINFIELD NJ 07060 USA
!<i. TAX IDS: SSNOR ADD'L INFO RE le. TYPE OF If. JURISD1CTEON OF !g. ORGANIZATIONAL IDS, if
ORGANIZATION ORGANIZATION ORGANIZATION any
EIN^^^
DEBTOR
CORPORATION NEW JERSEY QNONE
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME- insert only one debtor name (2n or 2b) - do noi abbreviate or combine names
&. ORGANIZATION'S NAME
OR
2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

2c. MAILING ADDRESS CTTY STATE POST Al. CODE COUNTRY

2d TAX IDS: SSNOR EIN ADD'LFNFORE 2c. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION Zg. ORGANfZATlONALIDff.irmy
ORGANIZATION
DEBTOR PNONE
3 SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P> insen cniyggg samtd pany nsmetfa or 3b>
3e, ORGANIZATION'S NAME
OR THE BANK OF NEW YORK MELLON, AS MASTER TRUSTEE
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY

38S RIFLE CAMP ROAD WEST PATERSON NJ 07424 USA
4. This FINANCING STATEMENT covcis (he fallowing collateral:

SEE ATTACHED EXHIBIT A, COPY OF WHICH IS ON FILE AT THE OFFICE OF THE SECURED PARTY.

5. ALTERNATIVE DESIGNATION [if applicable): DLESSEE/LESSOR DCONS1GNEECONSIGNOR QBAILEE/BAILOR DSELLER/BUYER DAG. UEN aNON-UCC FILING

6 BThis FINANCING STATEMENT is to be fitn) [for recent) {or recorded) in the REAL 7. Check 10 REQUEST SEARCH REPQRT(S> on Debugs)
ESTATE RECORDS Atuch Addendum [if applicable) (ADDITIONAL FEE] (optional} °AI! Debtors PDcbiorl DDtbtora

E. OPTTQNAL FILER REFERENCE DATA UNION COUNTY CLERK

FILENG OFFICE COPY - NATIONAL UCC FtNANCING STATEMENT (i^RM UCCt) (REV. 07/29y98)

37902-108 33B375.1
 EXHIBIT A TO FINANCING STATEMENT

Debtor Muhlenberg Regional Medical Center, Inc.

Secured Party: The Bank of New York Mellon, as Master Trustee

All of Debtor's right, title and interest in and to:

(a) Gross Receipts and ail Property of the Members of the Obligated Group,
including, without limitation, all Accounts, As-Extracted Collateral, Chattel Paper, Commercial
Tort Claims, Deposit Accounts, Documents, Farm Products, Fixtures, General Intangibles, Goods
(including, without limitation, inventory and Equipment), Instruments, Investment Property and
Letter of Credit Rights, whether presently owned or hereafter acquired, together with all Proceeds
and products thereof; provided, however, mat Collateral shall not include gifts, grants, bequests,
donations and contributions heretofore or hereafter made which are designated at the time of the
making thereof by the donor or maker as being for certain specified dedicated purposes, and the
income therefrom, to the extent required by such designation.

(b) ail moneys, securities and investments held in the Revenue Fund established pursuant
to the Master Trust Indenture; and

(c) all proceeds, as that term is defined in the UCC. including, without limitation,
whatever is received upon the use, lease, sale, exchange, collection, any other utilization of any
disposition of any property whether or not in cash, all rental or lease payments, Accounts, Chattel
Paper, Instruments, Documents, General Intangibles, Equipment, Inventory, substitutions,
additions, accessions, replacements, products and renewals of, for or to such property and all
insurance therefore, of any and all of the property described in clauses (a) and (b).

"Master Trust Indenture" means the Master Trust Indenture dated as of June 1, 2009 by and
between The Community Hospital Group, Inc., t/a JFK Medical Center, a New Jersey nonprofit
corporation, a New Jersey nonprofit corporation, on behalf of itself and any other member of the
Obligated Group and The Bank of New York Mellon, as Master Trustee.

Capitalized terms used but not defined herein shall have the meanings set forth in the Master
Trust Indenture and the Uniform Commercial Code as in effect in the State of New Jersey as of
the date hereof.
 BIRDSAI j. SERVICES GROUP '
AM. i^NO(M-l Bi\ • Dl Sf.VMi 1 & V \ Hi KE-.N • !,Ci.\f BNLKKINt; « MiiRRIS, JUHNMJN & ASWJUVH* * E'MKClRCltT

RECEIVED AS IS

June 8,2009 ' CLERK Job No. 500588002000

DESCRIPTION OF PROPERTY
LOTS 38.01,38.02 AOT 38.03, BLOCK 13
LOTi,BLOCK.729
SITUATED IN
CITY OF PLATNFIELD, UNION COUNTY. N^W JERSEY
Lots 38.01.38.02 and 38.03. Block 13:

Being known & designated as Lots 38:01,38,02 and 38.03, Block 13 as shown on map entitled:
"Minor Subdivision Lot 38 Block 13, Muhlenberg Regional Medical Center, Situated in City of
Piaihfield, Union County, New Jersey", Filed 10/31 /07 As Map No. 846-F and being more
particularly described as follows: .

BEGINNING at the point of intersection of the northerly line of Moget Aveaue (60' R.O.W.)
with the Easterly line of Park Avenue (66' R.Q.W.), thence;
I) North 19 diegrees 35 minutes 49 seconds West, coincident with said easterly sideline, a
distance of 602.17 feet, to a point of curvature, thence;
2} Coincident with a curve to the right, having a radius'of 24.00 feet, an arc length of 43.35
feet, a chord bearing of North 32 degrees 09 minutes 1 1 seconds East aad a chord
distance of 37.70 feet to a point of tangency in the southerly line of Randolph Avenue
(60'. R.O.W.), thence;
3) North S3 degrees 54 minutes Jl seconds East, coincident with the southerly line of
Randolph Aveaue, a distance of 597. 1 1 feet to an angle point, thence;
4} North 83 degrees 21 minutes 1 1 seconds East, a distance of 762.97 feet coincident with
said Kne of Randolph Avenue to a point, theace;
5)" South 06 degrees 38 minutes 49 seconds East, coincident with the westerly line of Lot 40,
Block 13, a distance of 125.00 feet to a point, thence;
6) South 83. degrees 21 minutes II seconds West, coincident with the northerly line of Lot
2, Block 13, a distance of 67.58 feet to a point, thence; . _
7} South 06 degrees 45 minutes 49 seconds East, coincident with the westerly Une of Lot 2,
Block 13, a distance of 25.00 feet to a point, thence;

65 Jackson Driw | f:rsnfi»K3. NJ tWlfi | T«l 8SH.:«3,B5C2 (2744) | l^9ilH.4t,|7.<)i34 | www.lMniKdl.com

 EXHIBIT B
BlRDSAI.L.SHRVK;KS GROUP

June 8,2009 . . RECEIVED AS IS JobNa 500588002000-

UNION COUNTY CLERK Page 2 of 2

8} South 83 degrees 21 minutes H seconds West, coincident with the northerly line of Lots
6 and 7, Block 13, a distance of!79.67 feet to a point, thence;

9) South 06 degrees 43 minutes 04 seconds East,-co incident with the westerly line of Lots 7,
. . 8. and Q9 Block 13, a distance of 42S.94 feet to a point OQ the aforementioned Northerly
line of Moifet Avenue, thence;

10} South 86 degrees 08 minutes 11 seconds West, coincident with said line of Moffet
Avenue, a distance of 705.59 feet to an angle point, thence;.

11) South 70 degrees 19 minutes 11 seconds West, a distance of 305.16 feet measured along
said lice of Moffet Avenue to the point and place of BEGINNING.

Containing 644,821 Square Feet^ 14J8Q3 Acres

Lot 1 Block 729: .

Being known &. designated as Lot 1 Block 729 as shown on oSicial tax map of City of
Plainfield, Union County, New Jersey, sheet 79 and being more particularly described as

BEGINNING at the point of intersection of the Northerly line of Larsmie Road (60s R.O.W.)
with file westerly line of Park Avenue (66* R.G.W.), thence;

•J) South 77 degrees 25 minutes II seconds West, coincident with said line of Laramie
Road, a distance of 248.73 feet to a points thence:.
2) North 1 2 degrees 57 minutes 49 seconds West, coincident with easterly sideline of Lots 2
through 13, Block 729 , a distance of 601.74 feet, to a point in the southerly sideline of
Randolph Avenue (60' R.Q.W.), thence;

3) North 83 degrees 28 minutes 1 1 seconds East, coincident with tfie Southerly line of
Randolph Avenue a-distance of 170.07 feet to a point in the westerly- sideline of Park
Avenue, thence;

4) South 36 degrees 23 minutes. 55 seconds East, coincident with westerly line of Park
Avenue, a distance of 40.44 feet to an angle point, thence;.

5) South 19 degrees 35 minutes 49 seconds East, coincident with said sideline, a distance of
550.93 feet, to the point and place of BEGINNING.

Containing 126,670 Square Feet - 2.908. Acres

 EXHIBIT B
BIRDSAU. SERVICES GROUP

June 8,2009 °W °°ON7Y CLERK Job No- 500588002000

Page 3 of 2

The above described property in accordance with apian entitled "Survey of Property, Tax Map
Lots 38.01,38.02 and 38.03, Block 13, Lot 1 Block 729 situated in City of Pi&infieid, Union
Couniy^ew Jersey" prepared by L0A Engineering, Inc. dated August 11,2008 and last revised
on June 8,2009, prepared by LGA Engineering, inc.

Prepared By:

tGA ENGINEERING, INC

Michael W. King
Professional Land Surveyor
New Jersey License No. 27408

MUskewoctiyebSSQiarfs Health SystKnV5Q058SCR*a«)0\SuivcyvDcSCTpiioiffiOD9^tQl 3B.DJ, 3B.02.38.03. Block 729.doc

UCC FINANCING STATEMENT ADDENDUM
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
9. NAME OF FIRST DEBTOR £!a or lb)ON RELATED FINANCING STATEMENT

. ORGANIZATION'S NAME

OR
Muhlenberg Regional Medical Center, Inc.
9b. INDIVIDUAL'S LAST NAME MIDDLE NAME. SUFFIX

10. MISCELLANEOUS:

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME insert onlygng debtor name {Ha or I Ibj - do not abbreviate or combine names
1 IB. ORGANIZATIONS NAME

OR

lib. [NDIVTOUAU'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

tic. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY

1 Id. TAX ID*- SSN OR EEN ADD'L INFO RE He. TYPE OF ORGANIZATION II f. JURISDICTION OF ORGANIZATION Mg. ORGANIZATIONAL EDff, if any
ORGANIZATION
DEBTOR DNQNE

12. n ADDITIONAL SECURED PARTY'S QFB ASSIGNOR'S S/P'S NAME -insert oafrongTmmi{l2aori 2b)
I2a. ORGANIZATION'S NAME

NEW JERSEY HEALTH CARE FACILITIES FINANCING AUTHORITY

12b. FNDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

CCTY STATE POSTAL CODE COUNTRY

12c. MAILING ADDRESS
USA
TRENTON NJ 08625
22 SOUTH CLINTON AVENUE
16. Atfiiaonal collateral deredpiion:
II. This FINANCING STATEMENT covereQ timber Jo be cut or Q as-cctracled
collateral, or is Sled asaPfixturefiling.

14. Description of real esiale:

See attached Exhibit B

IS. Name and eddnss of a RECORD OWNER of above-described real essic

(if Debtor docs not have a record interest);

MCMANtMON & SCOTLAND UC

1037 RAYMOND BOULEVARD 1 9344
SUITE 400
NEWARK NJ 07102 Paid
Recording Fee 25.OO

UCC Initial RT Fee .00

END OF DOCUMENT
17. Cheek only irapplicable and chechonly one box.
Debiorisa O Tins! ot Q TfiKiceacting wild rrapcEl ID property held in tnis

18. Cheek only if applicable and chcchonly one box.

O Demur is B TRANSMfTTING imLITY
D Filed in eomteclion wish a Msnafaeturrf-Honw Tnrasacdon - effective 30 yean
Q Filed in connection with a Public-Finance Transaction - effective 30 jeers

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1 Ad) [REV. D7/29/9B)
 DISCHARGE OF MORTGAGE

A Mortgage dated as of October 12, 2000 (the "Mortgage"), was made by Muhlenberg
Regional Medical Center, Inc., as mortgagor, to Ambac Assurance Corporation, as mortgagee.
The Mortgage was recorded in the County Clerk's Office, Union County, New Jersey on October
12,2000, in Mortgage Book 7880, Page 227.

This Mortgage has been PAID IN FULL or otherwise SATISFIED and DISCHARGED.
The Mortgage may now be discharged of record. This means that the Mortgage is now canceled
and void.

I sign and CERTIFY to this Discharge of Mortgage on June 18,2009.

AMBAC ASSURANCE CORPORATION

Witnessed or Attested by:

Received & Recorded Discharges-6

Union Courtty, NJ lnst# 22O3S9
6/1 9/2003 9:OS ^s"z
Joanne Rajoppi Consider.
R i PP*S
County Clent_>iiMiiiBi|t[Biiim)it|
'Ooefator
MOJEVITT

MSI 86S9586V.1

DB0786-0735
STATE OF

COUNTY OF ) SS:

BE IT REMEMBERED, on this /& day of June, 2009, personally appeared

before me %&&£'Jk&f^ who I am satisfied is the person who executed the foregoing instrument
in the name and on. behalf of Ambac Assurance Corporation (the "Mortgagee") who, being by
me duly sworn, did depose and say that he is the /flfe/ (/#& $&>. of the Mortgagee, that
the execution, as well as the making of the foregoing instrument was duly authorized by the
Mortgagee and that he executed the said instrument as the act of the Mortgagee.

Sworn to and subscribed before

me, the date aforesaid

[Seal]

(Notary Public)
JAMES M.CAPRUSO
Notary Public, State of New York
NO.Q2CA5076872
Qualified in New York County
Commission Expires Api-il 881

•Mr^KiEK"'
NEWARK 22O859
NJ 07102
Discharges Recording Fee g

RT Pee .00

EHDOFO(
 nocoivwu « ttoeoraaa mortgage-*
Union County, NJ Instil 493QO7
6/13/2009 2:03 -17
Joanne Rajoppi Consider. .00
County Clerk RTFee .00
'Oo* rotor

MORTGAGE AND SECURITY AGREEMENT

DaEe: June 18,2009

MORTGAGEE: THE BANK OF NEW YORK MELLON, AS MASTER TRUSTEE

MORTGAGOR: MUHLENBERG REGIONAL MEDICAL CENTER, INC.

MORTGAGED
PROPERTY: Street Address: Park Avenue and Randolph Road, Plainfield, NJ 07061
County of Union, State of New Jersey

1. DEBT; LOAN DOCUMENTS: AMENDMENT AND RESTATEMENT.

Pursuant to the Hospital Asset Transformation Program State Contract Bond Resolution (JFK
Medical Center Obligated Group Essue) adopted October 23, 2008, as supplemented by a Series
Certificate dated as of June I I , 2009 (collectively, the "Resolution"), the New Jersey Health Care
Facilities Financing Authority (the "Authority") issued its $152,925,000 State Contract Bonds (Hospital
Asset Transformation Program), Series 2009A ((he "Series 2009A State Contract Bonds")- The
Authority loaned the proceeds of the Series 2009A State Contract Bonds to The Community Hospital
Group, In., t/a JFK Medical Center, a New Jersey nonprofit corporation, (the "Mortgagor"), Hartwyck at
Oak Tree, Inc. a New Jersey nonprofit Corporation and Muhlenberg Regional Medical Center Inc., a New
Jersey nonprofit corporation (collectively, the "Borrower") pursuant to a Loan Agreement dated as of
June I, 2009 (the "Loan Agreement*^ between the Borrower and the Authority. To evidence its
obligations under the Loan Agreement, the Mortgagor issued a-promissory note dated June 18, 2009 (the
"Series 2Q09A State Contract Note") to the Authority pursuant to the Master Trust Indenture, dated as
of June 1, 2009, as amended and supplemented by the First Supplemental Indenture, dated as of June I,
2009 (collectively, the "Master Indenture"), between the Mortgagor, on behaif of itself and the other
members of the Obligated Group and The Bank of New York Mellon, as Master Trustee (the
"Mortgagee")- The Mortgagor desires to secure the Series 2009A State Contract Note, inter alia, by this
Mortgage and Security Agreement (this "Mortgage").

Capitalized terms used herein and not otherwise defined shall have the meanings given in the
Master Indenture.

2. SERIES 2009A STATE CONTRACT NOTE; GRANT OF MORTGAGE AND SECURITY

INTEREST. To secure to the Mortgagee (i) the repayment of all sums due. deemed due, or to become
due under the Loan Agreement, the Series 2009A State Contract Note and mis Mortgage (and all
extensions, renewals, replacements, substitutions, amendments and modifications thereof) and (ii) the
performance of all terms, conditions and covenants set forth in the Loan Agreement and this Mortgage:

(A) Mortgagor has mortgaged, granted and conveyed and by these presents does hereby
mortgage, grant and convey to Mortgagee, its successors and assigns, all of Mortgagor's right, title and
interest now owned or hereafter acquired in and to each of the following, subject to Permitted
Encumbrances (as defined in the Master Indenture) (collectively, the "Mortgaged Property"):

HI2720-0558
 1. the real property described in Schedule A attached hereto and made a part
hereof; and

2. any and all buildings, structures and other improvements now or hereafter located
thereon or upon any part and parcel thereof; and

3. any and all ways, streets, roads, rights, liberties, privileges, tenements,
hereditaments, easements and appurtenances thereunto belonging or in anywise appertaining, and the
reversion and reversions, remainder and remainders, rents, issues, and profits thereof, and all the estate,
right, title, interest, claim and demand whatsoever of the Mortgagor of, in and to the same and every part
and parcel thereof; and

4. any and all machinery, apparatus, equipment, fittings, fixtures (including all
domestic and ornamental fixtures) and all articles of tangible personal property of every kind and nature
used or usable in connection with any present or future operation of and now or hereafter located or
installed on, under or in, or actually or constructively attached to, the real property described in Schedule
A and the buildings, structures and improvements now or hereafter located thereon, all additions and
accessions thereto, substitutions and replacements therefor (for the purposes hereof and to the extent that
the expressed intent and agreement of the parties hereto may be given effect under the laws of New
Jersey, such machinery, apparatus, equipment, fittings, fixtures and articles of personal property shall be
deemed to be fixtures affixed to real estate); and

5. all of the right, title and interest of the Mortgagor in any of the Pledged Property
(as hereinafter defined), real, personal or mixed, with respect to any lease agreements now or hereafter
executed by the Mortgagor, as lessor or lessee, together with all rents and moneys payable to the
Mortgagor as lessor thereunder and existing or future guarantees of all or any of the obligations of any
lessee or lessees under such leases, and full power and authority to demand, sue for, recover, receive and
give receipts for all rents and other moneys payable to the Mortgagor as lessor thereunder, and all of the
Mortgagor's right, title and interest in any properly, real, personal or mixed, which is the subject of any
such leases.

(B) Mortgagor grants to and creates in Mortgagee a security interest in:

1. the Mortgaged Property, to the extent that the same cannot be mortgaged
pursuant to paragraph (A) above, and all general intangibles related thereto or arising therefrom, and all
proceeds thereof; and

2. any and all proceeds of insurance or condemnation awards payable with respect
to any of the Mortgaged Property, and any warranties or service contracts now or hereafter existing with
respect thereto.

(The property described by paragraphs (A) and (B) of this Section 2 being hereinafter referred to
as the "Pledged Property"; provided that, where the context so requires, "Pledged Property" shall
mean only the interests in real property subject to the lien and security interest of this Mortgage.)

Provided further, nevertheless, except as otherwise specifically stated in the Loan Agreement and
this Mortgage, that if the Mortgagor, or its successors or assigns, shall make the payments secured by the
Loan Agreement and this Mortgage and shall satisfy and perform all other covenants, agreements and
obligations made or undertaken by the Mortgagor under this Mortgage, then the estates and the mortgage
hereby created shaft] be void.

Hi2720-0559
 TO HAVE AND TO HOLD the above granted and conveyed Mortgaged Property unto and to
the proper use and benefit of Mortgagee, its successors and assigns, forever.

3. SECURITY AGREEMENT:

This Mortgage constitutes a security agreement under the New Jersey Uniform Commercial Code
(the "Code") and shall be deemed to constitute a fixture financing statement. The Mortgagor hereby
grants to'the Mortgagee a security interest in and to (i) the personal and other property included in the
description of the "Mortgaged Property", (ii) all replacements, substitutions and future additions thereto
and (iti) all rents, incomes, profits, revenues, accounts, contract rights and intangibles related thereto, all
as more fully described in Section 2 hereof. The Mortgagor hereby consents to and authorizes the
Mortgagee to execute and file, at the Mortgagor's expense, such financing statements, continuation
statements or other security agreements as the Mortgagee shall reasonably require from time lo time
within six (6) months prior to the fifth (S"1) anniversary of the execution and delivery hereof, and within
six (6) months prior to the end of each five (5) year period thereafter, or at such other place and time as
may be required by applicable law, to perfect and preserve the security interest and the lien of this
Mortgage with respect to such property. Without limiting the foregoing, the Mortgagor hereby authorizes
the Mortgagee to rile such financing statements without the signature of the Mortgagor. The Mortgagor
shall not change its principal place of business without giving the Mortgagee at least thirty (30) days prior
express written notice which notice shall be accompanied by new financing statements in the same form
as the financing statements delivered to the Mortgagee on the date hereof except for the change of
address. Upon any "Event of Default" (as such term is hereinafter defined), the Mortgagee shall have, in
addition to any other rights and remedies hereunder or under the Loan Agreement all of the rights and
remedies granted to a secured parry under the Code. Notwithstanding any release of any of the "rear9
property included in the Mortgaged Property, any proceedings to foreclose this Mortgage or its
satisfaction of record, the terms of this Section 3 shall survive as a security agreement until the
satisfaction in full of the Series 2009A State Contract Note.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS.

4.1. Representations and Warranties. The Mortgagor hereby represents and warrants to the
Mortgagee that (i) it is and shall be the sole owner of all legal and beneficial interests and rights in and to
each item of the Pledged Property and it shall at all times have good and marketable title thereto, free of
all other security interests, Hens, encumbrances and claims or rights of others, except for any Permitted
Encumbrances (as defined in the Master Indenture), (ii) it has the full corporate power and authority to
execute this Mortgage, to perform its obligations hereunder and to subject the Pledged Property to the
security interest created hereby; (iii) no dispute, adverse claim, or request for equitable adjustment, right
of set-off, counterclaim or defenses exists with respect to any part of the Pledged Property; (iv) the
security interest granted to the Mortgagee pursuant to this Mortgage is a continuing security interest and
no notice of the creation or existence of the renewal, extension or modification of the Series 2009A State
Contract Note need be given to the Mortgagor for the security interest to remain perfected except as may
be required under the United States Assignment of Claims Act as to Medicare or Medicaid receivables
and except as otherwise be required under the Code; (v) except as permitted by the Resolution, the Master
Indenture and the Loan Agreement, no security agreement, financing statement, notice of assignment or
lien instrument covering all or any part of the Pledged Property shall be on file in any public filing or
recording office, and, once filed, the filing of the UCC~1 Financing Statements covering the security
interest created hereby shall continue in effect, subject to renewal requirements, if any, until released; (vi)
the Mortgagor is a nonprofit corporation, duly organized, validly existing and in good standing under the
laws of the State of New Jersey and that the Mortgagor has never changed, altered, amended and/or
modified its state of organization, whether through or as a result of any merger, acquisition, consolidation,
or otherwise; (vii) the exact full name of the Mortgagor as presently filed with the Secretary of State of

M12720-0560
the State of New Jersey is [The Community Hospital Group, Inc., t/a JFK Medical Center],15 and that the
Mortgagor has never changed, altered, amended and/or modified its exact fiill name, whether through or
as a result of any merger, acquisition, consolidation, or otherwise; (viii) the Mortgagor is not now, nor has
it ever been, known by any tradename, alternate or fictitious name or any other name, other Elian the exact
full name referred to in clause (vii) above; and (ix) the Mortgagor has a principal place of business
located at 80 James Street, Edison, New Jersey, and the Mortgagor has never otherwise changed, altered
or modified its principal place of business.

4.2. Payment and Performance. Mortgagor shall (i) pay to the Mortgagee all sums required to
be paid by Mortgagor hereunder or under the Loan Agreement in accordance with their stated terms and
conditions; and (ii) perform and comply with all terms, conditions and covenants set forth hereunder or in
the Loan Agreement by which Mortgagor is bound.

4.3. Seisin and Warranty. Mortgagor is seized of an indefeasible estate in fee simple in, and
warrants the title to, the Mortgaged Property, subject to the Permitted Encumbrances; has good and valid
title to all rents, issues and profits therefrom, and has the right, ftil! power and lawful authority to grant,
convey and assign the same to Mortgagee in the manner and form set forth herein; and this Mortgage is a
valid and enforceable first lien on the Mortgaged Property, subject only to Permitted Encumbrances (as
defined in the Master Indenture). Mortgagor hereby covenants that Mortgagor shall (i) preserve such title
and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to
Mortgagee against all lawful claims whatsoever, and (ii) execute, acknowledge and deliver all such
further documents or assurances, and cause to be done all such further acts as may at any time hereafter
be required by either Mortgagee to protect fully the lien of this Mortgage.

4.4. Insurance. Mortgagor shall obtain and maintain at all times throughout the term of this
Mortgage insurance in the amounts and of the types required by the Master Indenture and the Loan
Agreement. Any proceeds of insurance required by this subparagraph shall be applied as provided in the
Master Indenture.

4.5. No Encumbrances.

(a) Mortgagor shall not create or permit to exist any mortgage, pledge, lien, security
interest (including, without limitation, a purchase money security interest), encumbrance, attachment,
levy, distraint or other judicial process on or against the Mortgaged Property or any part thereof
(including, without limitation, fixtures and other personalty), whether superior or inferior to the lien of
this Mortgage, except Permitted Encumbrances (as defined in the Master indenture) or as may be
otherwise permitted in the Master Indenture.

(b) By placing or accepting a mortgage, lien or encumbrance of any type, whether

voluntary or involuntary, against the Mortgaged Property, the holder thereof shall be deemed to have
agreed, without any further act or documentation being required, that its mortgage, lien or encumbrance
shali be subordinate in Hen priority to this Mortgage and to any future amendments, consolidations or
extensions hereof (including, without limitation, amendments that extend the term of the Series 2009A
State Contract Note, provide for future advances secured by this Mortgage, or provide for the release of
portions of the Mortgaged Property with or without consideration).

(c) Mortgagor shall cause the holder of any subordinate mortgage or other lien
(whether or not the granting of such encumbrance is consented to by Mortgagee) to expressly agree by
acceptance of such subordinate mortgage or other lien that it waives and relinquishes any rights it may
have, whether under a legal theory of marshalling of assets or any other theory at law or in equity, to
restrain Mortgagee from, or recover damages from Mortgagee as a result of. Mortgagee exercising its

MI2720-056I
various remedies hereunder or under any other documents evidencing or securing the Series 2009A State
Contract Note, in such order and with such timing as Mortgagee deems appropriate in its soie discretion.

4.6. Removal of Fixtures. Mortgagor shall nol remove or permit £o be removed from the
Mortgaged Property any fixtures presently or in the future owned by Mortgagor and encumbered by the
lien of this Mortgage as the term "fixtures" is defined by the law in New Jersey (unless such fixtures have
been replaced with similar fixtures of equal or greater utility and value), except in the ordinary course of
business and as contemplated by the Mortgagors participation in the Hospital Asset Transformation
Program.

4.7. Maintenance and Repair. Alterations.

(a) Mortgagor shall (i) abstain from and not permit the commission of waste in or
about the Mortgaged Property; (ii) keep the Mortgaged Property, at Mortgagor's own cost and expense, in
good and substantial repair, working order and condition and rentable and tenantable state of repair; (iii)
make or cause to be made, as and when necessary, alE repairs and replacements, whether or not insurance
proceeds are available therefor; and (iv) not remove, demolish, materially alter, discontinue the use of,
permit to become vacant or deserted, or otherwise dispose of all or any part of the Mortgaged Property
except in the ordinary course of business and as contemplated by the Mortgagor's participation in the
Hospital Asset Transformation Program. All alterations, replacements, renewals or additions made
pursuant to this Section 4.7 shall automatically become a part of the Mortgaged Property and shall be
covered by the lien of this Mortgage.

(b) Mortgagee, and any persons authorized by such Mortgagee, shall have the right,
but not the obligation, to enter upon the Mortgaged Property at any reasonable time to inspect and
photograph its condition and state of repair. In the event any such inspection reveals, in the sole
discretion of Mortgagee, the necessity for any repair, alteration, replacement, clean-up or maintenance,
Mortgagor shall, at the discretion of such Mortgagee, either: (i) cause such work to be effected
immediately; or (ii) promptly establish an interest-bearing reserve fund with such Mortgagee in an
amount determined by Mortgagee for the purpose of effecting such work.

4.8. Compliance with Applicable Laws. Mortgagor agrees to observe, conform and comply,
and to cause its tenants to observe, conform and comply, with all federal, state, county, municipal and
other governmental or quasi-governmental laws, rules, regulations, ordinances, codes, requirements,
covenants, conditions, orders, licenses, permits, approvals and restrictions, including without limitation,
the Americans with Disabilities Act of 1990 (collectively, the "Legal Requirements"), now or hereafter
affecting all or any part of the Mortgaged Property, its occupancy or the business or operations now or
hereafter conducted thereon and the personalty contained therein, within such time as required by such
Legal Requirements. Mortgagor represents and warrants the Mortgaged Property currently is in or will be
brought into compliance with all Legal Requirements applicable to the Mortgaged Property. Mortgagor
further represents and warrants that any funds used to acquire the Mortgaged Property were not obtained
in violation of any Legal Requirements, and that such funds are nol being used and are not intended to be
used to facilitate any violations of any Legal Requirements.

4.9. Damage. Destruction and Condemnation. The net proceeds or awards payable as a result
of damage to, destruction of, or condemnation of any part of the Mortgaged Property shall be paid in
accordance with the Master Indenture and the Loan Agreement.

4.10. Required Notices. Mortgagor shall notify Mortgagee within five (5) business days of: (i)
receipt of any notice from any governmental or quasi-governmental authority relating to the structure, use
or occupancy of the Mortgaged Property or alleging a violation of any Legal Requirement; (ii) a

M1272Q-0562
substantial change in the occupancy or use of ail or any part of the Mortgaged Property; (iii) receipt of
any notice from the holder of any lien or security interest in al! or any part of the Mortgaged Property; (iv)
commencement of any litigation affecting or potentially affecting the financial ability of Mortgagor to
make payments on the Series 20Q9A State Contract Note or the value of the Mortgaged Property; (v) a
pending or threatened condemnation of all or any part of the Mortgaged Property; (vi) a fire or other
casualty causing damage to all or any material part of the Mortgaged Property; or (vii) receipt of any
notice of the imposition of, or of threatened or actual execution on, any lien on or security interest in all or
any part of the Mortgaged Property.

4,11. Covenants in the Loan Agreement and Master Indenture. Mortgagor shall comply with
the covenants contained in the Loan Agreement and the Master Indenture.

5. DECLARATION OF NO OFFSET. Mortgagor represents to Mortgagee that Mortgagor has no

knowledge of any offsets, counterclaims or defenses to the Series 2009A State Contract Note either at law
or in equity. Mortgagor shall, within seven (7) business days upon request in person or within ten (10)
business days upon request by mail, furnish to Mortgagee or Mortgagee's designee a written statement in
form and content satisfactory to Mortgagee stating the amount due under the Series 2009A State Contract
Note and whether there are offsets or defenses against the same, and if so, the nature and extent thereof.

6. EVENTS OF DEFAULT. Each of the following shall constitute a default (each, an "Event of
Default") hereunder:

6.1. If payment of any amount due hereunder is not made within thirty (30) days after the
mailing of a statement by the Mortgagee to the Mortgagor as to the amount due;

6.2. A breach of any covenant contained in Sections 4.3,4.4 or 4.9 hereof and the continuance
of such breach for a period of thirty (30) days after written notice of such breach;

6.3. A breach by Mortgagor of any other term, covenant, condition, obligation or agreement
under this Mortgage, and the continuance of such breach for a period of thirty (30) days after written
notice of such failure requiring the same to be remedied subject, however, to any rights to cure same set
forth in the Loan Agreement;

6.4. An Event of Default as defined in the Master Indenture or the Loan Agreement; or

6.5. An event of default under any other obligation secured by the Mortgaged Property or any
part thereof.

7. REMEDIES. Upon or after the occurrence of any Event of Default, the Mortgagor, upon
demand of the Mortgagee, shall forthwith surrender to the Mortgagee the actual possession of the
Mortgaged Property, and the Mortgagee may enter and take possession of the Mortgaged Property and
may exclude the Mortgagor, its agents and employees wholly therefrom. If the Mortgagor commits a
breach or threatens to commit a breach of any of the provisions of this Mortgage, the Mortgagee shall
have the right, without posting bond or other security, to seek injunctive relief or specific performance, it
being acknowledged and agreed that any such breach, or threatened breach, will cause irreparable injury
to Mortgagee and that money damages will not provide an adequate remedy. Upon or after the
occurrence of any Event of Default the Mortgagee may do any or all of the following, to the extent
permitted by law:

(A) The Mortgagee may enter upon, take possession, hoid, store, use, manage,
control, maintain and operate the Mortgaged Property for a term not extending beyond the term

M12720-0563
hereof without any claims by the Mortgagor for waste or other damage and may receive all of the
income, rents, profits, revenues and other moneys thereafter receivable in respect of such
operation of the Mortgaged Property, whether receivable in respect of the operation of the
Mortgaged Property prior to or after the entry by the Mortgagee upon the Mortgaged Property.
Such entry shall not operate to release the Mortgagor from any sums to be paid or covenants to be
performed under this Mortgage for the full term hereof. From time to time, the Mortgagee may,
without limitation thereto: (i) make such repairs, renewals, replacements, additions, betterments
and improvements to the Mortgaged Property and purchase or otherwise acquire such additional
fixtures, personalty and other property as it deems reasonably necessary to place the Mortgaged
Property in good order and condition; (ii) obtain and maintain insurance on the Mortgaged
Property; and (iii) manage and operate the Mortgaged Property and exercise all rights and powers
with respect thereto in its own name or otherwise. The Mortgagor shall be liable to the
Mortgagee for all expenses reasonably incurred by the Mortgagee in connection with its entry
upon and its operating expenses in respect of the Mortgaged Property, and the exercise of all
rights and powers provided in this Paragraph (A). Without limiting the generality of the
foregoing, the Mortgagor shall be liable to the Mortgagee for the reasonable compensation for
services of all persons employed by the Mortgagee in the exercise of the foregoing rights and
powers, any taxes, assessments and other charges paid by the Mortgagee, and the reasonable
compensation and expenses of counsel to and agents of the Mortgagee. If at any time the sums
realized by the Mortgagee from its operation of the Mortgaged Property are insufficient to satisry
the sums payable under the Loan Agreement and this Mortgage, the Mortgagor shall pay such
amounts at such times as are determined by Mortgagee to be necessary to satisry the sums
payable hereunder. If the sums realized from such operation are in excess of the sums payable
under the Loan Agreement and this Mortgage, Mortgagee shall pay the amount of any such
excess to the Mortgagor.

(B) The Mortgagee may enter the Mortgaged Property, and may let the
Mortgaged Property or any part thereof for a term which may extend beyond the term hereof, and
receive the rent therefor, upon such terms as shall be satisfactory to the Mortgagee. Such entry
and letting shall not operate to release the Mortgagor from any sums to be paid or covenants to be
performed under the Master Indenture, the Loan Agreement and this Mortgage during the full
term hereof. For the purposes of any such letting, the Mortgagee shall be authorized from time to
time, without limitation thereto: (!) to make, or cause to be made, such repairs, renewals,
replacements, additions, betterments, improvements or alterations in or to the Mortgaged Property
and to purchase or otherwise acquire, or cause to be purchased or acquired, such additional
fixtures, personalty and other property as it may deem necessary to place the same in good order
and condition; (ii) to obtain and maintain or cause to be obtained and maintained insurance on the
Mortgaged Property; and (iii) to cause the Mortgaged Property to be managed and operated and
to exercise all rights and powers with respect thereto in its own name or otherwise. The
Mortgagor shall be liable to the Mortgagee for the cost of such entry, repairs, renewals, replace-
ments, additions, betterments, improvements, alterations and acquisitions and alt expenses of
such letting. If the sums realized or to be realized from such letting are insufficient to satisfy the
sums payable under the Loan Agreement and this Mortgage, the Mortgagee, at its option, may
require the Mortgagor to pay such deficiency month by month, or may hold the Mortgagor liable
in advance for the entire deficiency to be realized during the term of the letting of the Mortgaged
Property.

(C) Upon application to a court of competent jurisdiction, the Mortgagee

shall be entitled, without regard to the adequacy of the security for the sums secured hereby under
the Master Indenture and this Mortgage or the solvency of the Mortgagor, to the appointment of a
receiver to take possession of and to operate Ehe Mortgaged Property and EG coilect the rents,

MI272Q-GS61*
 profits, revenues, income and other moneys received from such operation. Upon demand, the
Mortgagor shall pay to the Mortgagee all expenses, including receiver's fees, costs and agents'
compensation, incurred pursuant to the provisions of this Paragraph (C), and all such expenses
shall be secured by this Mortgage.

{D) The Mortgagee may, with or without entry, sell or otherwise dispose of
any personal property and fixtures included in the Mortgaged Property or any portion thereof,
either as a whole or in parcels, at public or private proceedings separate from the sale of the real
property, in accordance with applicable state laws, and may, with respect to such personal
property and fixtures, exercise any other rights of a secured party under such applicable law, and
in such case the Mortgagee shall have no obligation to marshal). Such sale or other disposition
shall forever bar the Mortgagor and all persons claiming under it from all right and interest in the
property so disposed of whether at law or in equity.

(E) The Mortgagee may take such other action to protect and enforce its
rights hereunder and the lien and security interest hereof as it deems advisable, including, without
limitation: (i) the foreclosure hereof, subject, at the option of the Mortgagee., to the rights of any
lessees of the Mortgagor or other persons in the Mortgaged Property or any portion thereof, and
in any such foreclosure proceeding, the Mortgagor shall not assert as a defense that the
Mortgagee failed to foreclose any such rights adversely affecting the value of the Mortgaged
Property; and (ii) the sale of the Mortgaged Property in a foreclosure proceeding in one or several
parcels, at the option of the Mortgagee and without obligation to have the Mortgaged Property
marshalled.

(F) The Mortgagee shall have all rights and remedies of a secured party
under the Code with respect to the fixtures and tangible and intangible personal property which
are or become part of or are related to or arising from the Pledged Property. The Mortgagee may
deal with such fixtures and personal property as collateral under the Code or as a part of the realty
mortgaged hereunder, or in part one and in part the other. Notice in accordance with Section 8.6
hereof, mailed to the Mortgagor at least ten (10) days before an event shall constitute reasonable
notification of such event under the Code.

(G) Notwithstanding anything herein to the contrary, following an Event of

Default hereunder and subject to the terms of the Master Indenture, the Mortgagee shall enforce
its remedies hereunder in accordance with the terms of the Master Indenture and the Loan
Agreement

7.1. Excess Monies. Mortgagee may apply on account of the Series 2009A State Contract
Note any unexpended monies still retained by Mortgagee that were paid by Mortgagor to Mortgagee: (i)
for the payment of, or as security for the payment of, taxes, assessments or other governmental charges,
insurance premiums, or any other charges; or (ii) to secure the performance of some act by Mortgagor.

7.2, Other Remedies. Mortgagee shall have the right, from time to time, to bring an
appropriate action to recover any sums required to be paid by Mortgagor under the terms of this
Mortgage, as they become due, without regard to whether or not any other Series 2009A State Contract
Note shall be due, and without prejudice to the right of Mortgagee thereafter to bring an action of
mortgage foreclosure, or any other action, for any Event of Default by Mortgagor existing at the time the
earlier action was commenced. In addition, Mortgagee shall have the right to set off all or any part of any
amount due by Mortgagor to Mortgagee under any of the Series 2009A State Contract Note, against any
indebtedness, Note or obligations owing by Mortgagee in any capacity to Mortgagor, including any

R12720-0565
obligation to disburse to Mortgagor any funds or other property on deposit with or otherwise in the
possession, control or custody of Mortgagee.

8. MISCELLANEOUS.

8.1. Remedies Cumulative: To Be Exercised by Master Trustee. The rights and remedies
of Mortgagee as provided in this Mortgage and in the Loan Agreement shall be exercised by the Master
Trustee, shall be cumulative and concurrent, may be pursued separately, successively or together, may be
exercised as often as occasion therefor shall arise, and shall be in addition to any other rights or remedies
conferred upon Mortgagee at law or in equity. The failure, at any one or more times, of Mortgagee to
assert the right to declare the Series 2G09A State Contract Note due, grant any extension of time for
payment of the Series 2009A State Contract Note, take other or additional security for the payment
thereof, release any security, change any of the terms of the Loan Agreement, or waive or fail to exercise
any right or remedy under the Loan Agreement shall not in any way affect this Mortgage or the rights of
Mortgagee. Notwithstanding the foregoing, in the event of any inconsistency between the Master
Indenture and this Mortgage, the provisions of the Master Indenture shall govern.

8.2. No Implied Waiver. Mortgagee shall not be deemed to have modified or waived any of
its rights or remedies hereunder unless such modification or waiver is in writing and signed by such
Mortgagee, and then only to the extent specifically set forth therein. A waiver in one event shall not be
construed as continuing or as a waiver of or bar to such right or remedy on a subsequent event.

8.3. Partial Invalidity. The invalidity or unenforceability of any one or more provisions of
this Mortgage shall not render any other provision invalid or unenforceable. In lieu of any invalid or
unenforceable provision, there shall be added automatically a valid and enforceable provision as similar
in terms to such invalid or unenforceable provision as may be possible.

5.4. Binding Effect. The covenants, conditions, waivers, releases and agreements contained
in this Mortgage shall bind, and the benefits thereof shall inure to, the parties hereto and their respective
heirs, executors, administrators, successors and assigns and are intended and shall be held to be real
covenants running with the land; provided, however, that this Mortgage cannot be assigned by Mortgagor
without the prior written consent of Mortgagee, and any such assignment or attempted assignment by
Mortgagor shall be void and of no effect with respect to Mortgagee.

8.5. Modifications. This Mortgage may not be supplemented, extended, modified or

terminated except by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought This Mortgage is subject lo modification with the
consent of the Mortgagee as allowed by P.L. 1985 c.33 (NJ.S.A. 46:9-8.1 et seq.}.

8.6. Notices. All notices and communications under this Mortgage shall be in writing and
shall be given by either (a) hand-delivery, (b) firsl class mail (postage prepaid), or (c) reliable overnight
commercial courier (charges prepaid), to the addresses listed in this Mortgage. Notice shall be deemed to
have been given: (i) if by hand delivery, upon delivery; (ii) if by mail, three (3) calendar days after the
date first deposited in the United States mail; and (iii) if by overnight courier, on the date scheduled for
delivery. A party may change its address by giving written notice to the other party as specified herein.

8.7. Governing Law. THIS MORTGAGE, THE LOAN AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF
NEW JERSEY WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS
THEREUNDER. WHENEVER POSSIBLE, EACH PROVISION OF THIS MORTGAGE SHALL BE

10

MI2720-0566
INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE
LAW, BUT IF ANY PROVISION OF THIS MORTGAGE SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE
EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE
REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS MORTGAGE.
IF ANY PAYMENTS REQUIRED TO BE MADE UNDER THE LOAN DOCUMENTS SHALL BE IN
EXCESS OF THE AMOUNTS ALLOWED BY LAW, THE AMOUNTS OF SUCH PAYMENTS
SHALL BE REDUCED TO THE MAXIMUM AMOUNTS ALLOWED BY LAW.

8.8. Further Assurances. Mortgagor and Mortgagee agree that they shall execute,
acknowledge and delivery any and all instruments or documents, and engage in any other further actions
which, in the opinion of the Mortgagee, shall be deemed necessaiy or desirable to effect the purposes of
this Mortgage.

8.9. Indemnification and Compensation. Mortgagee shall be entitled to compensation and

indemnification as set forth in Master indenture, the Loan Agreement and the Resolution.

9. DEFEASANCE AND DISCHARGE OF MORTGAGE.

This Mortgage shall terminate upon the earlier of (i) payment in full of the Series 2009A State
Contract Note and the fulfillment or performance of all of the conditions of this Mortgage and the Series
2009A State Contract Note or (ii) the payment in full of the amounts due under the Loan Agreement, in
either case in conformance with the Loan Agreement Thereupon, Mortgagee shall discharge the
Mortgaged Property and shall execute, at the request and expense of Mortgagor, a release of this
Mortgage and any other instrument to that effect deemed necessary or desirable.

II

HI2720-0567
 IN WITNESS WHEREOF, Mortgagor, intending to be legally bound, has duly executed and
delivered this Mortgage as of the day and year first above written.

MUHLENBERG REGIONAL MEDICAL

CENTER, INC

Rayzaond F. Fredericks
Executive Vice President
Chief Operating Officer

[SIGNATURE PAGE TO MUHLENBERG MORTGAGE AND SECURITY AGREEMENT]

Hi272Q-0568
 CORPORATE ACKNOWLEDGMENT

STATE OF NEW JERSEY )

}ss.:

COUNTY OF MIDDLESEX )

BE IT REMEMBERED, that on this 18th day of June, 2009 before me, the subscriber,
personally appeared Raymond F. Fredericks, who, I am satisfied, is the person who signed the within
instrument as Executive Vice President and Chief Operating Officer of MUHLENBERG REGIONAL
MEDICAL CENTER, INC., the corporation named therein and this person thereupon acknowledged that
the said instrument made by the corporation was signed and delivered by this person as such officer and is
the voluntary act and deed of the corporation, made by virtue of authority from its governing boarci.

Sworn to and subscribed before me this ISth

day of June, 2009

J
Public of the Stafe of New Jersey
Joan Kelly
(SEAL) Notary Public of New Jersey
My Commission Expires: May 2,2010

H1272Q-Q569
 SCHEDULE A
DESCRIPTION OF MORTGAGED PROPERTY

MI2720-
 BIRDS/UJ. SERVICES GROUP"
V\ Hi (U'.N » UiA KXSJIMJ-BIN« • M( >RRIS. Jt 11 t\ »N &

June 8,2009 Job No. 500588002000

DESCRIPTION OF PROPERTY
LOTS 38.01,38.02 AND 38.03, BLOCK 13
LOT 1, BLOCK 72?
SITUATED IN
- CITY OF PLATNFJLELa UNION COUNTY, NEW JERSEY
Lots 38.01.38.02 and 38.03. Block 33:

Being known & designated as Lots 38.01,38.02 and 38.03, Block 13 as sbovm on map entitled:
"Minor Subdivision Lot 38 Block 13, Mublenberg Regional Medical Center, Situated in City of
Plaihfield, Uaion County, New Jersey", Filed 1 Q/3 1 /07 As Map No. 846-F and being more
particularly described as follows: .

BEGINNING at the point of intersection of the northerly line of MoSet Avenue (60' R.Q.W.)
with the Easterly line of Park Avenue (66* R.O.W.), thence;

1) North 19 degrees 35 minutes 49 seconds West, coincident with said easterly sideline, a
distance of 602.17 feet, to a point of curvature, ihence;

2) Coincident with a curve to the right, having a radius'of 24.00 fest, an arc length of 43.35
feet, a chord bearing of North 32 degrees 09 minutes 11 seconds East and a chord
distance of 37.70 feet to a point of tangency in the southerly line of Randolph Avenue
(60'R.O.W.), thence;
3} North 83 degrees 54 minutes J l seconds East, coincident with the southerly'line of
Randolph Avenue, a distance of 597.11 feet to an angle point, thence;
4) North 83 degrees 21 minutes i L seconds Bast, a distance of 76Z97 feet coincident with
said line of Randolph Avenue lo a point, thence;

5) South 06 degrees 38 minutes 49 seconds East, coincident with the westerly line of Lot 40S
Block 13, a distance of 125.00 feet to a point, theace;
6) South 83. degrees 21 minutes 11 seconds West, coincident with the northerly line of Lot
2, Block 13, a distance of 67.58 feet to a point, thence; , _

7) South 06 degrees 45 minutes 49 seconds East, coincident with the westerly line of Lot 2,
Block 3 3, a distance of 25.00 feet to a point, thence;

Drive | E.'ranfenrd. NJII7H16 | Td S8U335.DSCtl (2744) |ftfc(NiK497.9]<M

HI2720-0571
 SCHEDULE A
BiRDSArj..SicRvi<:h«s GROUP

June 8,2009 Job No. 500588002000.

Page 2 of2

8) South 83 degrees 21 minutes H seconds West, coincident with the northerly Hue of Lots
6 and 7, Block 13, a distance ofl79.67'feet to a point, thence;

9) South 06 degrees 43 minutes 04 seconds East, coincident with the westerly line of Lots 7,
; . 8; and 9, Block 13, a distance of 42S.94 feet to a point on-the aforementioned-Northerly
line of Moffet Avenue, theace;
10) ' South 86 degrees 08 minutes II seconds West, coincident-with said line of Mofret
Avenue, a distance of 705.59 feet to an angle point, tbence;.

11} South 70 degrees 19 minutes 11 seconds West, a distance of 305.16 feet measured along
said HUB of MofFet Avenue to the point and place of BEGINNING.

Containing 644,821 Square Feet= 14.1803 Acres

Lot 1 Block 729: ' "

Being known & designated as Lot I Block 729 as shown on ofScial tax a*ap of City of
Plainfield, Union Coitnty, Hew Jersey, sheet 79 and being more particularly .described as

BEGINNING at the point of intersection of the Northerly lane of Lansaie Road (60' R.Q.W.)
•with the westerly line of Park Avenue (66' R.O.W.), thence; .

1) South 77 degrees 25 minutes II seconds West, coincident -with said line of Laramie
Road,- a distance of 248.73 feet to a point, thence;.

2) North 12 degrees 57 minutes 49 seconds West, coincident with easterly sideline of Lots 2
through 13, Block 729 , a distance of 601.74 feet, to a point in the southerly sideline of
Randolph Avenue (601 R.Q.W.), thence;

3) North 83 degrees 28 minutes 1 1 seconds East, coincident with tHe Southerly line of
Randolph Avenue a-distance of "170.07 feet to a point in the westerly- sideline of Park
Avenue, thence;

4). South 36 degrees 23 narautes..55 seconds East, coincident with westerly Hue of Park
Avenue, a distance of 40.44 feet to an angle point, theace;.

5} South 19 degrees 35 minutes 49 seconds Hast, coincident with said sideline, a distance of
550.93 feet, to the point and place of BEGINNING.

Containing 126,670 Square Feet = 2.908. Acres

H I 2720-0572
 . • • SCHEDULEA
BIRDSAIJ. SERVICES GROUP

June S,2009 - A& 4S Job No- 5005880020QO

The above described property in accordance with a plan eotifled "Survey of Property, Tax Map
Lots 38.01,38.02 and 38.03, Block 13, Lot 1 Block 729 situated in City of PiainSeid, Union
County,^lew Jersey" prepared by LGA Engineering, Inc. dated August 11s 2008 and last revised
on June 8S 2009, prepared by LGA Engineering, Inc.

Prepared By:

LGA ENGINEERING, INC.

Michael W. King
. Professional Land Surveyor
New Jersey License No. 27408

M-tfjJwwooff\Job$$Blaris Health Ss«ten«Q05Se(KBODG*Survi#y>^

HI2720--8S73
 MORTGAGE AND SECURITY AGREEMENT

MUHLENBERG REGIONAL MEDICAL CENTER, INC,

-to-

THE BANK OF NEW YORK MELLON,

AS MASTER TRUSTEE

Dated: June 18,2009

Relating to;

NEW JERSEY HEALTH CARE FACILITIES FINANCING AUTHORITY

5152,925,000 STATE CONTRACT BONDS
(HOSPITAL ASSET TRANSFORMATION PROGRAM -
JFK MEDICAL CENTER OBLIGATED GROUP ISSUE)
SERIES 2009A

RECORD AND RETURN TO: MCMAN1MON 4 SCOTLAND ttC

McManimon & Scotland, L.L.C. 1037 RAYMOND BOUUEVARD
1037 Raymond Boulevard, Suite 400 SUITE 4OO _ ..
Newark, New Jersey 07102 , NEWARK NJ 07}?Z c ,q™
A.* *• v* K* • ii n Recording Fee 130.00
Attention: Steven Mairella, Esq. oT -__. QQ
Mortgage Ki hee '

END OF DOCUMENT

Ml 2720-Q57«*
r

MORTGAGE AND SECURITY AGREEMENT

MUBLENBERG REGIONAL MEDICAL CENTER, INC

•to.

AMBAC ASSURANCE CORPORATION

; Ac of October 12,2600

Prepared By: Gary E. Walsh, E«q.

RECORD AND RETURN TO:

RIKER, DANZIG, SCHEREK,
HYLAND & PERRETTI LLP
'One Speedwell Avenue
P.O. Box 1981
MorrfatowQ, New Jenef 07962-1981

Union County, NJ hwfcf 159152

10/12/2000 8:2a_ >OQ
JoanneRajoppI RTF** * .00
County Ciarh OP««« AZTOBK
 TABLE OF CONTENTS

PROPERTY MORTGAGED.,

1 A Grant of Security Stfereit in Personal Property.

TERMS
2.1. Tenn. „..„.„„„.,.„..„„„_„„.„„„..„....«„„„.„„ .3
COVENANTS___,nrm^ _ .......___.______™«...™,1 4
'•nmtn*ii*^*

3.1. Payment and Perfonnaace. „„ .4

3 Ji. Scisift and Wa
3.3. Insurance. —

3^. Taxes and Qfeer Chazgw.nH...mMm,1B.1Km.,mrom.

3^. Tax SWKW«. „..,„ -------------- „______„.„„„
3.7. Advonces for Maintenance of Mortgaged Pranrfie*.
3.8. Preservation, Mafntenanee and Repair.mm,mmmm
3.9. Compliance with Applicable Laws. „„«...«..„„„,„
3.10. DaiaBgc, DesttuctionfindCondetnaatiop..,M™.m.,
3. IJ. No Credits OD Account of the Obligations.., .........

3.13. Lego! Status. •„„

3.14. No Actions Pending, ,
3.15. Actions Affecting the CoflBteral. „
3.16. Compliance with Environmental Law*.

467880-.0228
r

DECLARATION OF NO OFFSET . „. . .8
4.1. Declaration ofNo Offset _*»...™«™.w»w...w™ .™,»™.«. 8
CHANCE IN LAWS „„„„„„„„„„„ . ,....»-«..«.„.. .. ..~™™...,w«....9

EVENTS OF DEFAULT, *..,.lwm..™. .„„ .9

6.1. Events of Defeutt „ . ,„.„—, .. ,_.9
,w..w^
».™.™..™..M.™^^
.,...,,.WH.WM.Mmw,.^.m«,.mMM.n-.,™,.,.,m..1,.m.m,..WM,m9

MMnM,m.nM,..mw..,,mmM...HWH-,.__.m..,,.,Mmnn,mim.MW.ml6

^......^m.,..,JMMWW,MM.nmm,m.^.1HmMmra..m,.K^M_IO
7JS. Rights as a Secured PsQr.
7.6. Excess Monies.,.....m.«.w
7.7. Other Remedies. ^ ........,,K>
7.8. Proceeds. -..w«« «„„ ™.™-™..™.™.«« ™« .,.»
7.9. No MeigfiT. ™W..MM^.. w »m««.B™n».M«™^™i^ ,.™™«..»™11

Q*C« KftUII1ll0iKT<* gMjyilgt, M , MMMW t,t f m, tt * tnntHt9 ••«• H*»HM<••••*• •••••••• mt****n*t»ti»i•>•>*»••••><>»•»••*•••>•••<> * *

g.2. Waiver of Defautu. HHIHtH „„....„«,„„ „«.,„„„.„.„„„«„..«„.., II

8^.ApTOnemtoP^AttMne^Fe«i«ndE3Epen«». „ „, «^.I1
8A No Addfetonul Waiver linpBe! by One Waiver. ; ^1MM ; 12
8.5.

MB788G-G22S
 8.7. Binding Efifect .„„«„ 12
8.8, Captioni. ,Mitww,™, ,,...12
5.9. Number and Gender....
8.10, Commercial PmpoK!.

S.n.Cfomg« in Mortgage.
5.12. New J<weyUw Govern*....,..
8.13. Content to Jurisdiction, 13
8.14. Notices..,._™....mMm...M 13
^^^^^^

8.15. Interest Litnils.....^,..,., 13

5.16. No Jwy Trial. 13

8.17. Early Termination, .14

8.18. Definitions. „„. , .

8.19. Security Agreement.
^ A - PROPERTY DESCRIPTION
SCHEDCLE B - PERMITTED ENCUMBRANCES
SCHEDULE C - DEftNTFION OF COLLATERAL
CORPORATE ACKNOWLEDGMENT

iii

i1B7880-Q230
 MORTGAGE AND SECURITY AGREEMENT

This Mortgage and Security Agreement ("Mortgage"), made as of October 12,

2000. between MUHLENBERG REGIONAL MEDICAL CENTER, INC., a New Jersey non-
profit corporation, having its principal place of business at Park Avenue and Randolph Road,
Plainficid, New Jersey 07051 (hereinafter, with its successors and assigns, the "Mortgagor")
aad Arnoac Assurance Corporation, -a corporation organized and existing under the laws of
Wisconsin, having its offices at One State Street Plaga, New York, New York, 10004
(hereinafter,' with its successors and assigns, the "Mortgagee");
Wherein ptitsaant to the Master Trust fad^ 1985,
by and between The Community Hospital Group, Inc., Hartwyck at Oak Tree, Inc. end die First
Union Netfonal Sank (K master trustee thereunder) as supplemented and emended &om time to
time as permitted therein, including the Eighth Supplemental Indenture, dated ss of September
15, 2000. (coflectively, the "Mmter Indenture"), pursuant to which 'the Seriei 2000 Guaranty
(tho "Guaranty") has been issued;
Whereas, the Guaranty is issued to secure the obligations of the Mortgagor under
the Reimbursement Agreement, dated as of September IS, 2000 (the "Reimbursement
Agreement") by and between the Mortgagor and Mortgagee;
Whereas, the Mortgagee will provide a. municipal bond insurance policy and a
surety bond in connection with issuance of New Jersey Health Care Facilities' Financing
Authority Revenue and Re&tnding Bonds, Muhtenberg Regional Medical Center Issue, Series
2000 (the "Bonds"); and
Whereas, the Mortgagor and the New Jersey Health Care Facilities Financing
Authority (the "Authority") have entered into a. loan Agreement dated as of September 15,
2000 (the "Loan Agreement"); and
security for the obligation* of the Mortgagor under the
Reimbursement Agreement (the "Secured Qblfgitfenf"), the Mortgagor shall deliver thu
Mortgage to the Mortgage*.
PROPERTY MORTGAGED
1.1. Mortgaged Prnof so.
The Mortgagor hereby mortgage*, grunt* and conveys & the Mortgagee all of the
rights and tatemti which the- Mortgagor now his or will acquire with regent to the property
described in paragraph! (•) through (Q-below (collectively, the "Mortgaged Premiw*");
(*) Alt of tJ» land located fa the State of ttew Jcrtey *nd raor*
described fa pccofdnnce with • teg*! description Attached heceto us Schedule "A" <fl» "Rent
Estate?*),

"87880-023!
 0>) All tcncmeiu, buildings, improvements, hereditament*, estates, right*,
wles» interests, privileges, liberties, easements and appurtenances of any nature isbatMcvcr
belonging, benefiting or ia any way appertaining to the Real Estate, Dad all land lying in the bed
of soy street, road or avenue, open or proposed, in finnt of or adjoining the Real Estate to the
center line thereof (the "Improvements").
(c) Any and a!! fixtures, machinery, equipment and other articles of real,
personal or mixed property, belonging to Mortgagor, at any time now or hereafter installed in,
attached to or situated in or upon the Real Estate, or the buildings arid Improvement* now or
hereafter erected thereon, or used or intended to be used in connection with the Reat Estate, or in
(be operation of the buildings and improvements, plant, business or dwelling situate thereon,
whether or not such real, personal or mixed property is or shall be affixed thereto, and all
replacements, substitutions and proceeds of the foregoing (all of the foregoing herein catted the
"Service Equipment"), including without limitation: (!) all appliances, furniture and
furnishings; all articles .of interior decoration, floor, wall and window coverings; all office,
restaurant, bar, kitchen and laundry 6xmres, utensils, appliances and equipment; all supplies,
tools, and accessories, all stonh and screen windows, shutters, doors, decorations, awnings,
shades, blinds, signs, trees, shrubbery and other plantings; (ii) ail building service fixtures,
machinery and equipment of any kind whatsoever; all lighting, heating, ventilating, air
conditioning, re&igerating, sprinkling, plumbing, security, irrigating, cleaning, incinerating,
waste disposal, communications, alarm, fire prevention and extinguishing systems, fixtures,
apparatus, machinery and equipment; alt elevators, escalators, lifts, cranes, hoists and platforms;
all pipes, conduits, pumps, boilers, tanks, motors, engines, furnaces and compressors; all
dynamos, transformers and generates; (tit) all building materials, building •machinery and
building equipment delivered on site to.the Real Estate during the course o£ or in connection
with any construction or repair or renovation of the buildings and improvements; (iv) all parts,
fittings, accessories, accessions, substitutions and replacements therefor and thereof; and (v) all
files, books, ledgers, reports and records relating to any of the foregoing;,
(<£) Any and! all estates, rights, tenements, hereditaments, privileges,
easements, reversions, remainders and appurtenances of.aay kind benefiting or appurtenant to the
Real Estate, Improvements or all or any other portion of the Mortgaged Premises; all means of
access to and from the Real Estate, improvements or all or any other portion of the Mortgaged
Premises, whether public or private; all streets, alleys, passages, ways, water courses, water and
mineral rights relating to the Real Estate, Improvements or all or any other portion of the
Mortgaged Premises; all rights of Mortgagor as declarant or unit owner under any declaration of
condominium or association applicable to the Real Estate, Improvements or all or any other
portion of the Mortgaged Premises, including without limitation, all development rights and
special declarant rights; and all other claims or demands of Mortgagor, either at law or in equity,
in possession or expectancy of; in, or to the Real Estate, Improvements or all or any other portion
of the Mortgaged Premises (all of the foregoing described in this subsection (e) herein called the
"Appurtenances"); '.
(e) Afl proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or liquidated claims; and

.^8*80-1)232
 (Q All other rights whatsoever that the Mortgagor may acquire in soy of the
foregoing.
TO HAVE AND TO HOE.D the above granted and described Mortgaged
Premises unto and to the proper use aad beaeSt of Mortgagee, its successors and assigns, forever.
This is ft FIRST MORTGAGE given to secure a portion of the consideration for
the Mortgaged Premises,
1.2. Grtot of Security loterert ta PenoBBl Property.
To further secure the Secured Obligations, Mortgagor hereby pledges, assigns,
conveys, transfers, grants, rea&rois gnd ratifies to Mortgagee a security interest in (subject only
to the ifeas permitted wider the Reimbursement Agreement), general lien upon, and right of
letoff against, the personal property (m addition to any personal property described in Section I. I
above) of Mortgagor desenbsef in Schedule C attached hereto one! incorporated herein by thil
reference (the "UCC Collateral") The Mortgaged Premise* and the UCC Collateral aw
hereinafter referred to as the "Collate™!".

TERM
2.3, Term. . .
Una Mortgage shall terminate upon the- payment in foil of the Seeured
Obligations and the fulfillment or performance of ail of the conditions of this Mortgage or upon
. earlier tenuination PS set forth herein. In such event Mortgagee shall, at the request of
Mortgagor, deliver to Mortgagor, in recordable form, alt asteh documente.u shall be necesfwy to
release the Collateral from the liens, security interests, conveyances and assignments created or
evidence hereby, fa addition, to the extent ftansfert are permitted under fin Reimbursement
Agreement, Mortgagee shall release the lien of (hit Mortgage if tfio Premises are being

8R03914

MB7880-0233
 COVENAMS
3.1. Payment nut Performance.
TBB Mortgagor covenants to 0) pay to Uw Mortgagee iH sami required to be paid
by the Mortgagor under the Secured Obligations in accordance with their stated terms md
conditions; <ii) perform sad comply with all tenas, conditions and coveaaots in forth in (he Loaa
Agreement ana Reimbursement Agreement; and (tit) pcrfbnn and comply with oil of the
Mortgagor's obligations and duties as landlord under any leases of the Mortgaged Premises.
33. Seisin and Warranty.
The Mortgagor is seized of an indefeasible estate m fee simple in the-Mortgaged
Premises, and the Mortgagor warrants the title to the Mortgaged Premises, The Mortgagor
. hereby covenants that the Mortgagor, shall (i) preserve such' title and the validity and priority of
the lien of this Mortgage as a Bret priority lien and shatt Forever warrant and defend the same to
the Mortgagee against all lawful claims whatsoever; and 00 execute, acknowledge and deliver all
sttch father documents or assurances, and cause to be done at) such fanner acts as may at any
time hereafter be required by the Mortgagee to protect fully the lien of this Mortgage.
3.3, . Insurance. .
The Mortgagor will comply with the insurance provisions contained in the
Rennbuzsement Agreement.
3.4, No Encumbrances.
• At no tone thiaaghant the ienn of tins Mortgage shall tiie Mortgagor create or
suffer to exist any mortgage,- pledge, lien, security taterest, encumbrance, attachment, levy,
distraint or other judicial process sail, hardens of any kind on the Collateral without the prior
express written consent of the Mortgagee except for fi) the lies of this Mortgage, (ii) the liens
appearing as exceptions on the title insurance policy •which have been previously approved and
consented to, and (Hi) Permitted Encumbrances, as sucb term is defined in the atwchea Schedule
B. Mortgagor herein warrants that h shall defend title to the Collateral against aU claims end
demands whatsoever, except the Permitted Encumbrances.
3.5, Taxes sat! Other Charges.
T&e Miottgagor shall pay taxes'and aH other charges in accordance with Section
6.1 of t&e Loan Agreement
3.6, Tax Escrows.
If the Mortgagor, is sat making .payments of taxes and assessments on * t&nety
basis or has not obtained proper extensions therefor or has not provided to the Mortgagee
evidence of such payments as hereinafter provided, or if an Event of Default (as hereinafter
defined} has Gestured, upon request of jhe Mortgagee, the Mortgagor shall pay to the Mortgagee
on s quarterly basis, one fourth (1/4) of the actual (if knofcn} or estimated (if unknown) annual

assoai.a HWMJ5

SB7880-0234
taxes and assessments levied and assessed against the Mortgaged Premises. Such payment shall
be held by the Mortgagee in a non-interest bearing account to be used -by the Mortgagee in
payment of such taxes acid assessments. If such finds are not sufficient to pay such taxes and
assessments, as the same become payable, the Mortgagor shall pay to the Mortgagee, upon re-
quest, such additional amounts, as the Mortgagee shaft estimate to be sufficient to make up any
such deficiency. No amount paid to the Mortgagee' hereunder shall be deemed to be tmst funds
but may be commingled with general funds of the Mortgagee and no interest shall be payable
tfiereon. Upon the occurrence of an Event of Default the Mortgagee shall have the right, at its
sole discretion, to apply any amounts so held against the Secured Obligations.
3.7. Advances for Maintenance of Mortgaged Premises.
The Mortgagor agrees that, if at.any'time during the torn of this Mortgage, the
Mortgagor fails to perform or observe any covenant or obligation under this Mortgage, including,
without limitation, payment of any tax, assessment or other government charge, insurance
premium, or eps$ to keep the Mortgaged Premises in satisfactory repair and condition, the.
Mortgagee may (but shall not be obliged to) take such steps as are reasonably necessary to
remedy any such uonperfbrmaace or nonobservance and provide payment thereof. All amounts
advanced by the Mortgagee shall be added to the amount secured under the Reimbursement
Agreement and shall be due and payable, on demand, together with interest at the Default Rate in
the Reimbursement Agreement, such interest to be calculated ftpm the date-of such advance to
(he date of repayment thersaE *
3.8. Preservation, Maintenance arid Repair.
(a) ' All buildings and other improvements presently or in the future erected
upon the Mortgaged Premises, shall, at the Mortgagor's own cost and expense, be kept m good
and substantial repair, working order and condition, and the Mortgagor shall from time to time
make, or cause to be made, all necessary and proper repairs and replacements. Other than in the
ordinary couise of business, the Mortgagor shaft not remove, demolish* materially alter,
discontinue the use o£ sell, transfer, assign, hypothecate or otherwise dispose of all or any part of
the Collateral without the prior express written consent of the Mortgagee. Tnc Mortgagor shall
prevent any waste with respect to the Collateral AS alterations, replacements, renewals or
additions made pursuant to this Section 3.8 shall automatically become a part of the Mortgaged
premises and shall be coveted by the Ren of this Mortgage.
(p) The Mortgagee shaft have the rigfo but not the obligation, to enter upon
the Mortgaged Premises at any reasonable how BOOB prior notice to the Mortgagor to inspect the
Mortgaged Premises, la tfw event any such inspection reveals, in fee sole discretion of the
Mortgagee, tbe acccssfy for any repair, replacement, clean-up or maintenance, the Mortgagor
shall, at 6ao diKietion'ofdie Mortgages either fi) catne such wo* to be «Efix^ iisniediately; w
0i) establish aa intezext bearing reservn fund with fl» Mortgagee ra an ammintdctismimed by the
Mortgages for ftw pntpoie of effecting SUCQ work.

HB7880-0235
 3A, Complliac* vtt& Applicable t
The Mortgagor agree* to comply in afl material respects,, and to erase its tenmu
to comply In alt material respect), with all iaws, rales, regulations and ordinances made or
promntgftted by taw&l authotity and now or hereafter applicable to the Mortgaged Premises, its
BM and the personalty contained therein, within such tune as required by law, including, but not
limited to, any law relating to protection of the environment or hazardous substances, petroleum,
PCB's or asbestos,
3,10. Damage, Destruction and Condemnation.
(fi) If all or any part of the Mortgaged Premises shall be damaged or destroyed, or
if title to Of the temporary use of the whole or any part of the Mortgaged Premises shall be taken
or condemned by a competent authority for any public or quasi-public use or propose, there shall
be no abatement or reduction in the amounts payable by Mortgagor under the Reimbursement
Agreement end Mortgagor shall continue to be obligated to make such payments.
(fa) If all or any part of the Mortgaged Premises are partially or totally damaged or
destroyed, Mortgagor shall give prompt notice thereof to Mortgagee, and Mortgagee may moke
proof of toss tf not made promptly by Mortgagor. Mortgagor hereby authorizes and directs any
Affected insurance company to make' payment under such insurance, including return of unearned
premiums, to Mortgagee instead of to Mortgagor and Mortgagee jointly, and Mortgagor appoints
Mortgagee as Mortgagor's aaomey-ia-fact to endorse say dras thereof which appointment,
being for security, is coupled with an interest and irrevocable. Mortgagee -is hereby .authorized
and empowered by Mortgagor to settle, adjust or compromise, in consultation with Mortgagor,
any claims for loss, damage or destruction to the Mortgaged Premises. Mortgagor stall pay all
costs of collection of insurance proceeds payable on account of such damage or destruction.
Mortgagor shall have DO claim against the insurance proceeds, or be entitled to any portion
thereof, and fill rights to the insurance proceeds are hereby assigned to Mortgagee as security fer
payment of the Secured Obligations. Mortgagee shall have the option, in hs sole discretion, of
paying or applying all or any part of the insurance proceeds to: (i) reduction of the Mortgaged
Premises;.0>) restoration, replacement or repair of the Mortgaged Premises; or Git) Mortgagor.
. <c) Immediately upon obtaining knowledge of the institution of any proceeding
for the condemnation of all or any part of the Mortgaged Premises, Mortgagor shall give notice to
Mortgagee, Mortgagor shall, at its sole cost and expanse, diligently prosecute any such
proceeding and shall consult with Mortgagee, its attorneys and experts, and shad cooperate with
it in the defense of any such proceeding. Mortgagee may participate in any such proceeding and
Mortgagor shall from time to time deliver to Mortgagee all instruments requested by it to permit
such parttcipatiBa. Mortgagor shall not, without Mortgagee's prior written consent, enter mto
any agreement (i) for the taking of conveyance in lico thereof of all or any part of the Mortgaged
Premises, or (ii>to comproimse, settle or adjust any such proceeding. All awards and proceeds of
condemnation are hereby assigned to Mortgagee, and Mortgagor, upon request by Mortgagee,
agrees to make, execute and deliver any additional assignments or documents necessary from
time to thae to enable Mortgagee to collect the same. Such awards and proceeds shall be paid or

2P3WXLQOC ' .

2B209814

#87880-0236
 applied by Mortgagee, in its sole discretion, to: (i) reduction of the Secured Obligations; 00
restoration, replacement or repair of the Mortgaged Premises;, or (jij) Mortgagor.
(d) Nothing herein shall relieve Mortgagor of its duty to repair, restore, rebuild or
replace the Mortgaged Premises following damage or destruction or partial condemnation if t»
or inadequate insurance proceeds or condemnation awards are available to defray die cost of
repair, restoration, rebuilding or replacement
3.11. No Credits onAccnujit of the Obligation*.

The Mortgagor shall not claim or demand or be entitled to any credit on account
of the Obligations for any part of the taxes paid with respect to the Mortgaged Premises or any
part thereof and no deduction shall otherwise be made or claimed from the taxable value of the
Mortgaged Premises, or any part thereof, by reason of this Mortgage.
3.12. Preservation of Existence.
The Mortgagor shall preserve and maintain its existence and procure a(I license*,
Qualifications and all authorizations, consents, licenses, permits, registrations end qualifications
(hut are necessary for its operation of the Mortgaged Premises.
3.13. Mgal SUttif.
Mortgagor represents and warrants' that it is a not-fer-profit corporation duly
organized and existing hi good standing under the laws of New Jersey and has the fui? power and
authority to OWQ the Collateral and cany'out its business to tbe state hi which the Mortgaged
Premises is located,
3.14. No Actions Pending.
There is no action, suit or proceeding, judicial, administrative or otherwise,
pending or, to the best of Mortgagor's knowledge, threatened or contemplated against or
affecting Mortgagor or the Collateral ' .
3.15. Actions. Affc^Qg tbe Collateral.
Mortgagor will not, without the prior written consent of Mortgagee, <i) modify or
amend any of the Permitted Encumbrances, (fi) impose any restrictive covenants or
encumbrances upon the Collateral, execute or file any subdivision plat affcctmg the Mortgaged
Piecuse* or consent to the- annexation of the Mortgaged Premises to any muracipelity, (HI) permit
or suffer the Mortgaged Premises to be used by the public or any person in such matmer as might
make possible * claim of xdvenu! usage or possession or of any implied dedication or easement,
or (iv) initiate or support iny aonins reclswificatioa of the Mortgaged Premise* or utfl or pennit
the use of the Mortgaged Premisea m a manner which would malt to aueh use becoming a non*

2SSSMM*

H8788G-G237
 3J6. CompUuee with Environmental Lsm.
Mortgagor aefaiawledgM feat h is responsible for eompJumce with in
environmental laws,
347. fcrfenarffleiition by Mortgagor.
Mortgagor agrees to indemnify and hold harmless Mortgage*, the holder of the
Secured Obligations and their respective ogtcers, directors, employees, agcnu end shareholders
(the "indemnified parties") from aad against any and all losses, damages, claims, costs end
expenses (inelutiing reasonable attorneys' fees ana disbursements) which may be imposed on,
incurred by or asserted against any of the indemnified parties in connection with any transaction
in any way connected with the Collateral or the Reimbursement Agreement or IAW Agreement.
Any amount payable under ibis Section shall be deemed a demand obligation, shad be added to
and become a pan of Che Secured Obligations, shall bear interest at the default rate as provided in
die Reimbursement Asreement, and shall be secured by this Mortgage.

DECLARATION OF NO OFFSET
4.1- Dtelflratton of No Offset
Hie Mortgagor represents to the Mortgages that the Mortgagor has no knowledge
of any offsets, counterclaims or defenses to the Secured Obligations either at law or in equity.

amount due under the Secured Obligations and cither that the Mortgagor knows of no such
effects or defenses or if such ofiscts or defenses ace alleged to exist, the nature and
thereof.

sssasfttjt

^87880-0238
• r""p»

CHANGE IN LAWS
5.1, Change Is Law*.
During the tenn of mis Mortgage, in the event of the passage after the date of this
Mortgage of any law of the State of New Jersey, or any ether governmental entity, changing the
taxation of mortgage*, or debts secured thereby, for state or local purposes, or the manner of the
operation of any such (axes, so as to affect the; interest of fi» Mortgagee, then the Mortgagor sball
pay the fall amount of such taxes; provided that if payment by the Mortgagor of any such new
taxes would be imlawiuf or usurious, the Mortgagee may pay that portion of such taxes as
render* (he Obligations unlawful or usurious, in which event (he Mortgagor shell concurrently

EVENTS OF DEFAULT
6.1. EveatiofDtftalt,
AnycmeormoreofthefoUowiageveatsrfiiUSctmst^eKEventofDfifiiuJfc
(a) The occutmsw of say Event of Default under mo Reimbursement
Agreement.
(b) A &Uuze by the Mortgagor to observe and/or perfona my of iti
agreements contaiaed in this Mortgage,

REMEDIES • " ' -

If sny Event of Defalt shall have beeuned, me Mortgagee may take any of me
following actions (without the obligation to uuwsfcaj):
7.1. Aceefcrattioa.

The Mortgagee may, if pennitted under the Reimbursement Agreement, declare

the entire amount of th« Secured Obiigations-iRuaediateJy due end payable, without presentment,
demand, notice of any krad, protest or notice ofprotcat, all of whicli are expressly waived.
7J. PmrniEon. .
T&e Mortgagw may, if permitted under the Reirabunemem Agreement, enter
won and take possesjios of the Mortgaged Piemiiei, lewe the Mortgaged Preauae* and wseive
•II the rent* and apply, the tarn*, «Eter paymem of an necessary eJtepga end cxpcn*», on account
of On Obtie^iom. Tb« Mortgagee- it gtvea fiUI authority to do any «ct wiacb the Mortgsfior
could do fa eoimNtkm wi& rew nwitgenwnt md op«3rt»oaofth«M«5ig«iP«»iie». Tftli
covenant bfcomai efT«tiv» fi^ff wife or without 119 actiim brought to for«lo«
'

MB7880-0239
 7.3.

The Mortgagee nay, if pennitted under die Reunbanemeat Agreement, insdtete

m^iicm of mortgage forcciosura, or take other actioTia As law may Elkiw, at/aw or in eqyity.
for fiie enforecment of this Mortgage, fa case of say sale of the CoQatera! by indicia!
proceedings, the Collateral may be sold in any manner or order as the Mortgagee m its sole
discretion may elect The Mortgagee shall not be required to marshal any of the security under
this Mortgage. The failure to make any tenant a defendant to e foreclosure proceeding shall not
be asserted by the Mortgagor as a.defense in any proceeding instituted by the Mortgagee to
collect the Obligations or any deficiency remaining unpaid after the foreclosure or after sale of
the Collateral.
7.4, Appointment of Receiver.
The Mortgagee may, if permitted under fee Reimbursement Agreement, have a
receiver of the rents of the Mortgaged Premises appointed as of right without the necessity of
proving-eithar the depreciation or the inadequacy of the value of the security or the insolvency of
the Mortgagor or any person who may he legally or equitably liable to pay moneys secured
hereby, and the Mortgagor hereby waives such proof and consents .to the appointment of such
receiver.
7.5. Rights as a Secured Party.

The Mortgagee shall have, in addition to other rights and remedies available at
law or in equity, the rights and remedies of a secured party under the Uniform Commercial Code.
The Mortgagee may, ir permitted under the Reimbursement Agreement, elect to foreclose such of
the property subject to the lien hereof as Shea comprise fixtures pursuant either to the law
appltcable to foreclosure of'an interest in real estate or to that applicable to personal property
under the Uniform Commercial Code. To the extent permitted by law, the Mortgagor waives the
right to any stay of execution and the bcneSt of all exemption laws, and lights of redemption. .
7.6, Execs* Monies, .
The Mortgagee may apply on account of the Seemed Obligations any unexpended
monies still retained by the Mortgagee that were paid by the Mortgagor-to the Mortgagee (0 &r
die paymeat of; or as security for the payment of taxes, assessment or other governmental
charges, insurance premiums, or any other charges^or (it) to secufa tSe performance of some act
by the Mortgagor. r ! . • ._ .

7.7. Qfker Remedies.

The Mortgagee, if permitted under flic Reimbursement Agreement, may take any
of the remedies otherwise available to it as a saatter of law or equity and^ provided in any of the
Secured Obligations. The Mortgagee shall have the right and remedy, without posting any bond
or other security, to have the provisions of this Mortgage specifically "enforced by any court
having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened

10
2p3ffiSS_.DOC

28SMW.6 *»*»

^878.80-0240
 breach wilt cause irreparable injury to the Mortgagee end that money damages will not provide
any adequate remedy therefor.
7.8. Proceeds.
The Mortgagee shall apply proceeds of the Collateral Bret to costs and expenses of
liquidating, selling, or collecting the proceeds o£ any Collateral, then to collection and other
expenses permitted the Mortgagee under this Mortgage or applicable law, then to interest
outstanding on any Secured Obligations and then to principal outstanding on any Secured
Obligations.
7.9. No Merger.
' Hie assignments by Mortgagor in favor of Mortgagee herein contained and die
obligations of Mortgagor hercimde? to (i) maintain the insurance required to be maintained by
'^ww^' Mortgagor under (he Reimbursement Agreement and to pay all premiums in respect thereof (n)
to pay all amounts pursuant to Section 6.1 of the Loan Agreement, (iii) reimburse Mortgagee tor
all sums expended by Mortgagee pursuant to this Mortgage to protect the Hen of this Mortgage
and to prevent waste to the Collateral and <iy) to pay. interest at the Default Rate on the
aforementioned suras Som the date doe until paid in foil shall not be merged into any judgment
of foreclosure and shs!J survive any such judgment.

MISCELLANEOUS
8.1. Comutalive Rlgtiti,
The rights and remedies herein expressed to be vested in or conferred upon the
Mortgagee shall be cumulative and shall be in addition to. and not in substitution for the rights
and remedies conferred by law. The failure, at any one or more times, of the Mortgagee to asset
the right to declare the Secured Obligations due, the granting of any extension of time or payment
of the Secured Obligations, .the taking of other or additional security for the payment thereof, the
release of any security, or the waiver of or failure to exercise any right under the Reimbursement
Agreement shall not in any way affect this Mortgage nor the rights of the Mortgagee.
8.2. Wfttar of Oefaulti.
The Mortgagee may, by notice to the Mortgagor, waive any Event of De&nlt
hereasder and rescind any acceleration of the Secured Obligations,
SJ. Agreement to Pj^Attoraeyi'FeeiiindEjtpeiMei.
Upon the oceocrenee of an Event of DefaaJt, as ft result of whJch the Mortgagee
shall employ Attorney! of Incur any expensei for the coBccn'oa of the Secured Obligations or
performanco of any agreement on the pert of the Mortgagor comamed herein, the Mortgagor
•hall, on demand, pay to the Mortgagee the-reasonable fen of rach attorney* mA web otner
eeetonsble expcnies n Incurred by fee Monjp«ee.

It

HB7880-024I
 SA No Additional W.tvcr Implied by One W.Iver.
The Mortgagee shall not be deemed to waive any of its right* or remedies
heanutder .unless sach waiver is in writing and signed by the Mortgagee andihea only to the
etfent specifically set forth therein. AwaJverinoneevemstaUnatbeeontmtfrngorKbartoara
waiver of a subsequent event In the event any agreement contained m this Mortgage should be
breached by the Mortgagor and Ihereafter waived by the Mortgagee, such waiver shah be limited
to the actual breach so waived and shall not be deemed to waive any other breach heromder.
8.3, No Oral ModlflCRtfon*.
The terms of this Mortgage may not be changed orally but only by «a agreement
in writing signed by the patty against whom enforcement of any waiver, change, modification or
discharge is sought
8.6. Partial Invalidity.
line imenfoKeability or invalidity of any one or more provisions shall not reader
any other provision unenforceable or invalid.
8.7. Binding Effect.
The covenants, conditions and agreements contained in Sbis Mortgage sbaB bind,
and the benefits thereof shall inure to, the respective parties hereto and their respective heirs,
executors, administrators, successors and assigns and are intended and shall be held to be real
covenants ntanmg with die land; provided, however, that Qua Mortgage cannot be assigned by
the Mortgagor without the prior express written consent of the Mortgagee,
8A Captions.
The caption* preceding the text of the section! of this Mortgage are cued solely for
convenience of reference and shall not affect the meaning or construction of this Mortgage.
8.9. Number and Gender.
In toe event that the Mortgagor consitta of more than one person or entity, th«
obligation* and Izabiltoei hereander of each such person or entity shall be joint and several and
the word "Mortgagor" shall mean all or some or any of them. For the purpose of this Mortgage,
the singular shall be deemed to include the plural and me neuter shall be deemed to include the
masculine and feminine, at the context may require.
8.JO. Commercial Purpose,
The Mortgagor represents and warrants (hat the credit facility second by thin
Mortgage was obtained solely lor the purpose of carrying on or acquiring a busmest or for
commercial investment.

12

29S3381.8

^87880-0242
V.
. V

SJ1. Cfcanges In Mortgage.

This Mortgage is subject to "modification" as such torn is dcSned in P-L. 1985
c.353 as amended (NJ.SA. 46:9-8.1 et 553.) and this Mortage shall bs subject to the priority
provisions of said P,L. 1985 e.353, as amended.
8.12. New Jersey Law Governs.
This Mortgage shall be governed and construed m accordance with the taw of the
State of New Jersey. .
8.13. Consent to Jurisdiction.
The Mortgagor hereby irrevocably consents to the jurisdiction of the State of New
Jersey and to the jurisdiction of the United States District Com; for the District of New Jersey,
for the purpose of any suit, action or other proceeding arising out of or relating to this Mortgage
or the subject matter hereof. The Mortgagor hereby waives, and agrees not to assert, in any such
suit, action or proceeding any claim, that it is not personally sobject lo such jurisdiction, or any
right to remove an action brought m State to Federal Court, or any claim that such suit, action or
proceeding is in an inconvenient forum or that the venue thereof is improper. The Mortgagor
agrees that service in any such action, whether or not in either such jurisdiction, may be effected
by means of giving notice in accordance with the provisions of Section 8.14 hereinaner set .forth
or by any other means of service allowed by law.
8.14. Notices.
"\s otherwise indicated differently, all notices, which may be required

hcreundcr shall be in writing and shall be sent by certified or registered mail, and sent to the party
at its address appearing above or such other address as any party shall hereafter inform the other
party by notice given as aforesaid!. All notices shall be deemed effective upon the expiration of
the third day following the date of mailing, whichever occurs first, except that any notice of
change in address shall be effective only upon receipt by the party, to whom said notice is
addressed.
8.25. Interest Limit*.
If the fiitfnimetit of any provision to this Mortgage relating to die rate of interest is
prohibited by, or in violation of, any applicable law in effect at the time payment is due, Che
interest rate «ffill fee automatically reduced to (fee- roeximum rate then perrnittcd by law.
8,16, 'No Jary Trial.
THB MORTGAGOR HEREBY WAIVES ANY RIGHT TO REQUEST A
TRIAL BY 1URY IK ANY E^HGATION WITH RESPECT TO ANY ASPECT OP THIS
MORTGAGE AND REPRESENTS THAT THE MORTGAGOR HAS CONSULTED WITH
COUNSEL SPECIFICAU.Y AS TO THIS WAIVER- BY ACCEPTING USS MORTGAGE,
THE MORTGAGEE ALSO WAIVES fiTS RIGHT TO REQUEST A TRIAL BY JURY.

2HQ381.e

887880-0243
 8,17, EttrtyTcrmlMtloti.

Thfe Mortgage za&y be tenm^isiedia any tone wUh the

JU8. DeltaitfDn*.
AH terras not otherwise defined herein shaft have the meaning* n set forth ia the
Lena Agreement or Rcinibnrseraent Agreement, as applicable.
SJ9. Security Agreement.
This Mortgage constitutes * security agreement uader me Code end stall be
deemed to constitute a fixture financing statement. Mortgagor hereby gnoti to Mortgagee *
security Interest in the personal and other property (other than real property) included in the
Mortgaged Premises, and all replacements of, substitutions for, end eodittora to, such property,
and ate proceeds thereat Mortgagor shall, at Mortgagor's own expense, execute, deSver, file
and refile any financing or continuation statements or other security agreements Mortgagee may
.require Sera time to time to perfect, eonfiim or maintain the lien of this Mortgage with respect 10
such property. A photocopy of an executed financing statement shall be effective as an original.
Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attoraey-tn-
fact for Mortgagor to execute, deliver and file such instruments for or on behalf of Mortgagor at
Mortgagor's expense, which appointment, being for security, is coupled with an interest and shall
be irrevocable.

14
apsaejwc • -
39903814

SB788Q-02H
 EN WITNESS WHEREOF, this Mortgage Etas been duly executed by the
Mongagof onthe <tay end yorfirMwritten ibove.
:
RECEIPT, WITHOUT CHARGE. OF A TRUE COPY OF THIS MORTGAGE
IS ACKNOWLEDGED.
{SEAL]
ATTEST: MUHLENBERG REGIONAL MEDICAL

^^^^^fc SeinPatrickMtuphy fonEMcGee • .

•ndCiacfExecutivt Officer

15

^87880-02^5
 SCHEDULEA

PROPERTY DESCRIPTION

A-l

H87880-0246
 LYNCH, GTOUANO & ASSOCIATES, INC
eoKsmrattttnanftfiu •

MhM«*.ttnn«T»
;
DESCRIPTION OF PROPERTY
SITUATED IN
OTV OF PLAENFEEU>, UNION COI»mf, NEW JERSEY

Bc^ known md designated MftpOKtioa of I^t 3* Block 13.

ctarent T«e Assessment Maps of the City of PlainSeid, Uxdon County,
New Jciscy.
BECHNNINQatapciat Sri4 point beiqgtbefctnseclion
(W.OO foot ROW), of Menctt Avinuo with lie euterly line, £€6.08 foot ROW), of Pule
15wnce rwoiag: .

2}
point; {hence
3) North 01
point SaidllncbeingpKilleJ.toanddisMnt 15.00feetroeisuTcdinft
westerly direction, from the westerly edge of the existing W«t BoUdiag;
thence

CO fiienee
"Nt
CO
CO 5) North 02 d«gfe« 36 miawa 00 soarads East 120 femora or less, to* point
o OB the soifihfiriyliiw of Randolph Ko*d. Snidltoc being parallel to and dieted
20.00 feet, tasKBicd in tn easterly dipsSion from the cutcrly edge oftiw
;o «d«toiNtase« Reddenw Boflding; these*
no
6) Sfliflh 87 degrees 24 minutes 00 KcondsEcat2S7.82 fen slonjMldtiiaror
fcs4»« point; tfeenc*
7>
«aSd Jin* oF rotd to n potittj thaw*
l50.00f«:toapQiol;lh«ne«

MPUTTOt O HI mttTWHM IMf tBiOKTmw«». HWJeMHTTiHa TBUfnfltfMttO mt)0M4ff-4MI

 OSIMS

N«lh 8* «fegi«*i7 infest^ QGit«ra&

H)North 85 degrees 36 minutes 00 seconds West 705.59 feet along said &» of
toad tot point; ttwcc

M& liae of toed, to the point and place of BEGINNINQ.

Coiu»siiiMrS4l)524i.£, inert or lest.

7%e *bo« dewribcd property bass* on Mn»p eodtied,"MtiWcabBr([Hospttil

rifeated in the City cfP!«nSeld. Union Ctounty, New Jerecy^FrcpHTcd by CJt
Rrrtbtook Soat, tee. dated Ostobcr 1969, last pwiaed December 1992.

<2
R. Nids S&rifaig
Professioiel Lan
Uccnse No. 27503

00
•N*
GO
CO
«=)
I
o
NJ
ff*
CD

LYNCH, GIULIANO & ASSOCIATES, INC,

SCO'd id3Q 60:91 (NCHI)OO ,60- '190

 SCHEDULES
PERMITTED ENCUMBRANCES

B-l
 SCHEDULE

HwtwDod I%aaa'rf Cwp. Eijtapmeflt

9/35/95 Nxrionai CSy Bank of Kentucky
Q04S42 #20»6
Q04S42 8/23/96 Natiojial City Baafcof Kentucky
Q04S3Z FTeetwaod Financial Coip,
(A«ign«I to Nadoiwl City Banic
ofKentucty) .
005215 Equipment
(AssifiMd to Kostripe Fu
Corp.)
OOS.176 12/17/96 Equipment
905561 Fieeiwoorf FiRicnct*! Corp.
(Anigtib! M Pmiftipe Funding
Corp.)
IQ044 10/19/99 Fry, Eart /OmnlCell NPCStNPC
Seattictntt
(Assightx) 01 Foreey,
165991? Credeacial Leasing Cotp. Equipment
1MJ619 1/14/99 CobeRec«ICMe.IpC, Equipment
(Assigned to Cobc Lcaaieg
175533* Fleetwood Financial Coq>.
(Assigned to PinMripe F

1651700 8/15/95
165I705 !OQfi95 Maaonal City Rank Kenwcfcy
1843590 6/I7/9S
Oatfe fmenationa!. Inc.
(Awigaed to Bade Fmanoal
Services)
1565514 United FieaneW Corp. Equipment
Bank)
1/5/99 Sa<wa Healthcare Finance Corp,
1488639 12/29/92 BeB Atl«ctic TriCoo Lctsing Cotp, Equipment
Finov* Capital Corp,
Finova Capital Corp.
ISOS460 5/10/99 PicfcerFtnMiciiJCroBp Equipment
I72SG04 fd/23/96 AT&T Systems Leasing Corp. Equipment

F.C2
 , V'

• ' ' ; . \'.'

SCAl Ot-uKl.tnUl atUtA£M3ClA tci-tu-ti- u • M-40 >J(lt.>nuwiUtA^jrMii^.i- Ut>l -Jrf» «JO*.» J> rf '

s
1740847 12^7/95
174Q847{Atttgnownrt 4/18/97 HeetwoodRftaarialCora. . BniiD™«.
1776932 S^mit Leasing conT^ aniipmcnt
i-

; .
1549403
IS49403fAn{t*incntl
" ***** ****1l* 4**hin*f
1549404
l
7/1/97
J/1I/94
T/ft/rS«
7/SfiM
i/n/94 ,
^s^681 sac
T^^ X*PII« J L

^-ScfeodsrJ^gLtp.
"_ r

^VniWt
: "49404fA»ganiWt) 7/8/34 • teto.cjai^p g^^
17074S8 **« Schroder teasing Corp.
7/3/96
I7°7««(A»i8amefal 9/W96 Reewood finnncia! Cora Eauin<*,«.
1728413 9/&9S Mmil Chy B^ oSucto ^P"1™1
^^wood Financial Corp. fcprip^
(Assigned to Nations! CfoBwA
I7WI14 ofKenlucfcy) -
8/13/96
16*9577 1 1/3Q93
1707075 ATSIS^-'8?^ *****

i *
1725607

1629535
7/Q1/9S
10/07/96

4/E7/9S
^sssas* ^^
ATfTsS^,Ua^S£Wp-
. —*« **'««|f>s(iofpBwni
Financing, be.
E^rae«

1694514 4/11/96 AwoefMcjUwing,^ Emifamem

I "i MwerUw«E)ivofTofcri SSS
' i
W669S3 • P«a«i.l Service. eWnrat
H/14/95
1707091 SS?!^"80^' B^pmfnr
i 7/01/96

S
I6IS2SI 3/05/9S
I7II50J S/23/96
1 KQ42QS 11/2SW7
ii 1565513 4/8VM
aSSSSSS*
MMMlfSA^te
?*-•
*»^« E
Bank)
•• : ••

ocr-i;-?aa» 15-a «B7880-025

. 63
 SCHEDULEC
DEFINITION OF COLLATERAL

Mortgagor hereby pledges, assigns, conveys, transfer*, grants, nafSnag tod

ratifies to (Jw Mortgagee » first priority security interest in, general Uen upon, and right of set-off
against tfes following described pcrsoaal property of the Mortgagor.
(a) efl of fee Mortgagor's £kossiteceipte,Accow^ Bank Aceouais, Contract
Rights and ftS Related Rights provided, however, that the foregoing shall not include any
restricted gifts, grants, bequests, donations or contributions and any income therefrom, but only
to the extent that such suras may not be pledged or applied to the payment of principal or
redemption price of or interest on, reimbursement obligations or lease rental payments in respect
of indebtedness or operating expenses generally us a result of restrictions or designations
imposed by the donor or maker of the gift, grant, bequest, donation, or contribution in question at
the tisw of the making tnereofi and
(fa) el! proceeds, cash proceeds, cash equivalent*, relating to property
described IR section {«) above,

As used in this Schedule, the following capitalized terms shall have the meanings
respectively assigned to them below, which meanings shall be applicable equally to the singular
and plural forms of the terms ao defined:"
"Aessungf shaR mean, collectively, all accounts (as defined ia the UCQ,
accounts receivable, other receivables, contracts, contractual rights, tax refunds or other
obligations or indebtedness owing to the Mortgagor of any kind or description, secured or
unsecured, now or hereafter existing, whether or not arising out of or in connection with toe
payment for goods sold or leased-or for services rendered, whether or not earned by performance,
and all sums of money or other proceeds due or becoming due tfaereoa, together with all rights
now or hereafter existing under guarantees and coBateraJ security therefor and under leases and
Other contracts securing, guaranteeing or otherwise relating to any of the foregoing, including
without limitation (a) all rights to receive any performance or say payments in money or in fand;
(b) all right, title, aod interest in and to the goods, services or other property that give rise to or
that secure any of the foregoing, and insurance policies and proceeds thereof relating thereto; (c)
all rights as an unpaid seller of goods and services including, without limitation, all rights or
stoppage ia transit,, replevin, reclamation and resale; (d) all rights to receive any
Mcdicare/Mfcdicsid Receivables or any other federal programs or state and local governmental
programs providing for the payment of or reimbursement for services rendered, and private
insurance programs (including, without limitation, Blue Cross and prepaid health organizations,
including health isainteuance organizations .or preferred provider organizations), in, each case
only to the extent permitted under applicable, law; and (e) all ledger sheets, files, records and
documents relating to any of the foregoing, including all computer records and storage media
used or required in connection therewith.
"J3ank Accounts" shall mean all deposit accounts and snail include, without
limitation, all checking, investment or deposit accounts (general or specific, time or demand,
provisional or final) at any time maintained by .the Mortgagor including, without limitation, the
. C-l

i1B7880-U252
 Restricted Accounts, the I*VM Accounts and atl moneys, securities end instruments deposited or
heldtherein, . . ''
.. - "Contract Riehte" Bball mean atl rights of the Mortgagor in and to contracts to
which thb Mortgagor is now or shall become s party pursuant to which the Mortgagor has the
right to. pcrfbrni medical sod/or management services and receive payment, reimbursement,
insurance proceeds or any other form or manner of compensation including, without limitation,
&e Medicare and Medicatd reimbursement agreements to which the Mortgagor is a party and any
aod all other agreements and/or arrangements between the Mortgagor arid a governmental or
quasi-governmental entity pursuant to which the Mortgagor provides sttch healthcare services
and receives any form of payment, and any other agreements pursuant to which the Mortgagor
provides healthcare services on a reimbursed, capitated or other" form of payment arrangement.
"Dsftositorv Agreement" shall mean any agreement among Mortgagor, Mortgagee
and a Depository Institution governing to relative rights of the parties with respect to it Bank
Account as may be enteradiato finm tinic to time,
T^Msjtory Institution" shall mean any financial institution that esters into A
Qepository Agreement with Mortgagor and Mortgagee.
"gross Receipt" shaB mean .all receipts, revenues, kcome aod other moneys
received by or on behalf of Mortgagor, including, without limitation, contributions, donations
and pledges whether in the fonn of cash, securities or other personal property, revenues derived
from all facilities of Mortgagor, and all rights to receive the same whether in the form of
accounts receivable,, contract rights, chattel paper, instruments or other rights, and the proceed*
thereof, and any insurance thereon, whether now existing or hereafter coming into existence and
whether now owned or held or hereafter acquired by Mortgagor,
shell mem the Medieaid program as established pursuant to the
Social Security Act (42 U.S.C. 1396 cj 553. and related statutes) and any successor, replacement
or related program. •

"fgedjearg" shall mean the Medicare program as established pursuant to the Social
Security Act (42 U.S.C. 1395 a geg, and related statutes) and any successor, replacement or
related program. -

"Medicare/Medicsid RecdvabJes" shall mean ali accounts and other rights to

payment now or at any time hereafter owing, and all reimbursements now or hereafter due.
whether directly or indirectly through an 'intermediary, from Qie United State Health CEOS
Financing Administration, the United States Department of Health and Human Services, asy
other goveawnratsl authority, or any other Peeson in connection, with Medicare end MetKcaid, th*
Ctviiian Health *fld Medical Program of &s Unifbrm Service* «s4 tho Ctvilim Health and
Mediccl ftogram ef the Vetc^ai' AdraSnifiration.
f^^f1AceouHT ttutft mem • depojit account with * Depository fottttatioo to
which *)i payraeotst with rnpect to Medice^Medtetid ReeetviMef a» remitted,

MB7880-0253
 dull mean any individual, coiponticm, not fi» profit
partnership, joint ventnw, association, professional association, Joint stock company. trott,
ttatecptporxted organization, government or any agency or political subdivision thereof, or ray
other fona of entity. .
Kgei&tgLBig!&1* shafl mesa alt chattel paper, document* and/or
retatmg to the Accounts, the Gross Receipts, the Contract Rights, and the Baak Accmrats and oil
rights now or heresfier existing ia and to all security agreementa, leases and other contracts
securing or otherwise relating to the Acconnts, the Gross Receipts, the Contract Rights or any
such chanel papers, doeuracms end/or iastniments.
Aecojtmta'* shaH mean, collectively; tfiosc accounts designated as
Restricted Accownts.in each of the Depository Agreements, if any.
"UCC" shall mean the Uniform Commercial Code in effect fiom time to time in
fee State of New Jersey.

2920381,8 WfMfflO
 CORPORATE ACKNOWLEDGMENT

STATE OF NEW JERSEY

COUNT* OF

BE ET REMEMBERED that OB tbis /^eiay of October 2000, before me,

the subscriber, peEsoaaKy appeared lotm P. McGce, who, 1 am satisfied, is the person who signed
the witfem instrument ax fciesideat and Chief Executive OfiScer of Mahienbcxg Regional Medical
Center, &&, the carpoeatioR named {herein rod this person (hereupon acknowledged flint the mid
hntmntoft m*3e by the eetpcistfon and scdwi with in corporate es*l wig signed, sealed *ad
deSvwed by thi* penoc u meh oScer wrf it Use volliatary act and deed of Jhfl coipontioo*
made byTOfiwof authority ftwa i» Board of Tnneees.

ffofaty Public of W«H Jersey

My Commission Dtp. April 23, a?03

OF DOCUMENT R1KER DANZIG 8CHERER HVLAND

169162
8PEEOWEI.L AVENUE, ft> BOX 18B1
NJ 07902
Recanting PM 71.00
BTF*» .00

HB788Q-0255