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EXHIBIT 10.66
MANAGEMENT AGREEMENT
THIS AGREEMENT ("AGREEMENT") is made as of February 6, 1998, between
BCC AT RAVENNA, INC., a Delaware corporation (the "MANAGEMENT FIRM") and
Extended Care Operators of Ravenna, LLC, a Delaware limited liability company
(the "LEASEHOLD TENANT").
WITNESSETH
WHEREAS, Lessee, Lessor, Senior Care Operators, LLC and Management Firm
executed and delivered an Assignment, Assumption and Amendment of Lease
Agreement dated as of February 6, 1998, wherein Manager assigned to Lessee that
certain Lease dated as of March 28, 1997 (the "LEASE") between Lessee and
Capstone Capital Corporation, a Maryland corporation (the "LESSOR"), whereby
Lessee leased from Lessor property, together with all improvements built or to
be built thereon, located in Dauphin County, Pennsylvania, as more fully
described in the Lease (the "PROPERTY"); and
WHEREAS, Balanced Care Corporation, a Delaware corporation ("BCC"),
Leasehold Tenant, and all equity owners of Leasehold Tenant (the "MEMBERS") have
entered into that certain Shortfall Funding Agreement dated as of February 6,
1998 (the "SHORTFALL AGREEMENT") whereby, among other matters, Members agreed to
fund a Working Capital Reserve, as more fully provided in the Shortfall
Agreement; and
WHEREAS, Leasehold Tenant is or will be the sole operator of the
Facility located on the Property; and
WHEREAS, the Management Firm is experienced in operating such
facilities and is willing to be the exclusive manager and operator of the
Facility on behalf of the Leasehold Tenant, as an independent contractor
pursuant to the terms and conditions set forth herein; and
WHEREAS, Leasehold Tenant, not having experience in managing and
operating the Facility, wishes to engage Management Firm as the sole and
exclusive operator and manager of the Facility; and
WHEREAS, during the term of this Agreement, the Management Firm shall
be the exclusive manager and operator of the Facility on behalf of and in the
name of the Leasehold Tenant.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
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1. SCOPE OF WORK. Leasehold Tenant hereby appoints Management Firm as the
exclusive operator and manager of the Facility during the term of this
Agreement. The Management Firm shall have full responsibility and authority in
the name and on behalf of Leasehold Tenant to operate and manage the Facility
and hereby covenants and agrees to take all actions necessary or desirable to
operate and manage the Facility and to fulfill its duties hereunder, including
without limitation to: (i) operate and maintain the Facility on behalf of the
Leasehold Tenant as a comprehensive residential care facility providing personal
care services; (ii) collect all room and board revenue, as well as other
revenue, and timely pay all debts and other obligations relating to the
Facility, including operating expenses, fixed expenses and taxes; (iii) request
from BCC funds held as Cash Collateral to apply toward the payment of any
obligation incurred in connection with the operation of the Facility, (iv)
ensure the Facility complies with applicable Federal, state and local laws and
regulations; (v) provide all necessary services to ensure that the Facility
provides quality care to its residents; (vi) recruit, hire and train personnel
as needed for the operation of all departments and services of the Facility;
(vii) maintain such bank accounts as may be necessary or desirable for the
operation of the Facility (the "OPERATING ACCOUNTS"); (viii) establish salary
levels, performance standards, personnel policies and employee benefits for the
Leasehold Tenant's employees; (ix) comply with all terms of the Lease; and (x)
to take all other actions necessary or desirable to operate and manage the
Facility in accordance with prudent practice and industry standards.
Without limiting the generality of the foregoing, Management Firm
shall, as part of its management duties hereunder and on behalf of (and at the
sole cost of) Leasehold Tenant, perform each and every obligation of Leasehold
Tenant under the Lease and the Lease Documents (exclusive of the Development
Agreement) through out the term thereof, including all representations and
warranties of Leasehold Tenant contained therein, to the extent applicable.
Additionally, the Management Firm shall collect all revenues of any kind or
nature from the Facility, and so long as any amounts are owing to Lessor under
the Lease and the other Lease Documents make payments of rent and other sums due
and owing to Lessor under the Lease from revenues of Facility or as otherwise
provided in the Transaction Documents.
In performing its duties, the Management Firm (through its in-house
corporate staff or independent contractors) shall perform the following with
respect to the Facility, as well as any other matters reasonably related thereto
commencing upon the date of this Agreement:
(a) MANAGEMENT INFORMATION SYSTEMS (MIS)
Support centralized Facility information system which
provides systems management for the following areas:
-- Accounts Payable
-- Payroll
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-- Financial Reporting
-- Marketing
-- General Ledger
The Management Firm shall be responsible for billing and collection
of accounts receivable generated in connection with the Facility.
(b) LEGAL COUNSEL
(i) Prepare or coordinate with outside legal counsel for
preparation of documents for operation of the Facility, including
resident agreements, supplier/vendor contracts, service contracts,
equipment leases and other ancillary contracts; (ii) prepare or
coordinate licensure and other regulatory applications; (iii)
coordinate all litigation involving the Facility with local counsel
or the insurance companies; (iv) coordinate with local counsel on
local law issues affecting the Facility; (v) process working
capital requests from the Working Capital Reserve or otherwise, and
apply for, negotiate and obtain letters of credit or other credit
enhancements from lending institutions; and (vi) provide legal
counsel or coordinate with local counsel to provide counsel to the
Facility's Human Resources Department.
Without limiting the generality of Section 2 and Section 10 below,
the parties acknowledge that all outside counsel expenses under the foregoing
paragraph shall be an expense of the Leasehold Tenant.
(c) ACCOUNTING/TAX
(i) Provide an accountant to supervise all accounting
activities; (ii) implement accounting policies and guidelines;
(iii) provide a centralized cash management system; (iv) deposit in
Operating Accounts established in the Facility's name all funds
received from the operations of the Facility, satisfy obligations
of the Facility from such Operating Accounts, and not commingle
funds in the Operating Accounts with any other funds; (v) negotiate
and administer working capital lines of credit available to the
Facility; (vi) supervise the Facility's internal control structure;
(vii) provide payroll, income and real estate tax support as
follows: prepare or supervise preparation of all tax returns,
assist the Facility in the event of a tax audit, assist the
Facility with technical issues relating to payroll, excise and
other taxes, and monitor pending and final Federal, State and local
tax Law changes; (viii) perform periodic site visits to review the
Facility's accounting and tax records; (ix) provide operations
expertise through site visits and
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strategies to maximize fiscal performance; and (x) develop and
implement a budget for operations, capital outlay and cash
requirements. All checks or other documents for withdrawal of funds
shall be signed by the appropriate officer of the Management Firm
or its designee. Deposits may be made by the appropriate officer of
the Management Firm or its designee.
(d) HUMAN RESOURCES
(i) Implement all personnel policies and guidelines; (ii)
recruit management personnel of the Facility, including the
community director of the Facility, which recruitment and the
salaries related thereto shall be an expense of the Leasehold
Tenant; (iii) provide on-going training for the Facility's Human
Resources Director; (iv) negotiate and administer all employee
benefit plans including health insurance, dental insurance, life
insurance, long-term disability insurance, and retirement/401K; (v)
negotiate and administer general and professional liability,
workers' compensation, property, and vehicular insurance plans;
(vi) monitor the Facility's compliance with Federal, State and
local employment Laws; (vii) respond to all government compliance
agencies and legal proceedings as necessary; (viii) implement and
monitor safety/loss control programs; (ix) develop and implement
career planning and manpower development strategies; (x) recruit,
employ and train personnel as needed for the operation of all
departments and services of the Facility; and (xi) establish salary
levels, performance standards, personnel policies and employee
benefits for all employees within applicable budgetary and
regulatory limits. Leasehold Tenant acknowledges and agrees that
all personnel employed at the Facility shall be deemed the
employees of the Management Firm, but shall be paid salaries and
wages (including employment taxes and the like) by Leasehold Tenant
as part of the expenses of the Facility.
(e) PROGRAM DEVELOPMENT
(i) Provide ongoing program development and management
consultation; (ii) supply select program manuals for local
modification and implementation; and (iii) provide program
development/management training. A community director shall be
engaged by the Management Firm for the Facility. Such community
director shall be an employee of the Management Firm, but his/her
salary and employee benefits shall be paid by the Leasehold Tenant
as an expense incurred in connection with the operations of the
Facility.
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(f) QUALITY MANAGEMENT
(i) Provide model quality management systems and implement
such including risk management, resident/family satisfaction,
licensing and accreditation, and program evaluation; and (ii)
provide ongoing monitoring of the Facility resident outcomes,
compare with regional and national norms, and make program
modifications.
(g) MARKETING/COMMUNICATION
(i) Hire, direct and supervise marketing department staff;
(ii) train staff (program managers, rehabilitation liaisons,
marketing representatives, etc.) in marketing skills; (iii)
organize strong sales efforts within the target area, develop
program mix strategies, and develop marketing plans for the
Facility; (iv) establish an intake/admission system and
continuously review the admission process; (v) develop image
building advertising strategies for the Facility; and (vi) develop
and produce Facility selected promotional literature. The director
of marketing shall be an employee of the Management Firm, but such
person's employee benefits and salary (including employment tax and
the like) shall be paid by the Leasehold Tenant as an expense
incurred in connection with the operations of the Facility.
(h) CONTRACTING
Negotiate and execute contracts and agreements related to the
Facility with third parties and parties affiliated with the
Management Firm; provided that all contracts and agreements with
parties affiliated with the Management Firm shall be on terms no
less favorable than terms for comparable contracts and agreements
with unaffiliated parties.
(i) MISCELLANEOUS
(1) Obtain and maintain in accordance with all applicable
____ laws and regulations all licenses, approvals and
certifications required for operation of the Facility
and use reasonable efforts to procure eligibility for
participation in other applicable referral or payor
programs. Comply with all notification and reporting
requirements imposed under _____ laws and regulations
in connection with the operation of the Facility.
(2) Purchase supplies, using procurement practices in
accordance with industry standards, and lease equipment
under national and
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regional agreements or purchase contracts of the
Management Firm or its affiliated companies and
provide to the Leasehold Tenant all benefits resulting
therefrom to the extent permitted by their terms and
by Law. All such supplies so purchased shall become
property of the Leasehold Tenant. Once leases are
completed, equipment shall become property of the
Leasehold Tenant.
(3) Review and analyze the performance of ancillary
services under contract and negotiate contractual
arrangements therefor.
(4) Maintain books and records for the Facility at the
Management Firm's address herein for the purpose of
providing services under this Agreement. The Management
Firm shall make available to the Leasehold Tenant and
any lessor leasing the Facility to Leasehold Tenant,
and their respective agents, accountants, and attorneys
during normal business hours all books and records
pertaining to the Facility, and the Management Firm
shall promptly respond to any questions of the
Leasehold Tenant or any such lessor with respect to
such books and records and shall confer with the
Leasehold Tenant and any such lessor at all reasonable
times, upon request, concerning the operation of the
Facility.
(5) Order, supervise and conduct a program of regular
maintenance and repair of the Facility at the Leasehold
Tenant's cost and expense. So long as the Lease is in
full force and effect, such maintenance and repair
program shall comply with the requirements of the Lease
related thereto.
(6) Supervise and provide for the operation of food service
facilities for the Facility.
(7) Make periodic evaluations of the performance of all
departments of the Facility and investigate and report,
upon request, any inconsistency between expenditures
and budget.
(8) Implement all policies and procedures reasonably
necessary for the operation of the Facility consistent
with applicable regulations.
(9) Xxxxxx a working relationship between Management Firm
and any
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authorized volunteer or auxiliary groups interested in
providing support to the Facility and residents of the
Facility.
2. ADDITIONAL SERVICES. It is the intention of the parties that the Management
Firm be responsible for providing all service necessary or desirable for the
efficient and orderly management and operations of the Facility; provided, the
cost and expense of operating the Facility is to be paid by Leasehold Tenant.
The Management Firm shall actively utilize staff specialists in its employ or
that of its affiliates in such areas as accounting, budgeting, marketing,
reimbursement, dietary, housekeeping, clinical, pharmaceutical, purchasing and
third party payments in the management of the Facility when considered desirable
by the Management Firm. The expense of such personnel shall be the
responsibility of Leasehold Tenant.
3. FINANCIAL STATEMENT. The Management Firm shall prepare and deliver to the
Leasehold Tenant an unaudited balance sheet within forty-five (45) days after
the close of each fiscal quarter of the Leasehold Tenant. The Management Firm
shall also cause an unaudited annual statement to be made of the financial
records of the Facility and a copy of such report shall be provided to the
Leasehold Tenant as soon as it is available after the end of the fiscal year.
The cost of the reports shall be an expense of the Facility and shall be paid
for by the Leasehold Tenant. The fiscal year for the Facility shall coincide
with the Leasehold Tenant's fiscal year. All financial statements are to be
prepared in accordance with GAAP. The Management Firm shall be responsible for
preparing all financial statements required of Leasehold Tenant under the Lease
or the other Lease Documents (but the cost shall be allocated as an expense of
the Facility), and Lease hold Tenant shall appropriately certify as to the truth
and correctness of such financial statements.
4. PROPERTY INTERESTS/CONFIDENTIALITY. (a) The technical systems, methods,
policies, procedures and controls, copyrights, "know-how", tradenames,
trademarks, servicemarks, other registered names or marks and all other
intellectual property rights related thereto employed by the Management Firm
(the "INTANGIBLE RIGHTS") are to remain the property of the Management Firm and
are not, at any time, to be utilized, distributed, copied or otherwise employed
or acquired by the Leasehold Tenant except as authorized in writing by the
Management Firm or except as may be required by Law.
(b) Leasehold Tenant understands and acknowledges that Management
Firm has devoted substantial time, energy and expense to developing a process
and procedure to manage and operate facilities such as the Facility, and that
such processes, procedures, Intangible Rights and the information and materials
compiled or prepared in connection therewith, including without limitation
marketing plans, business plans, pricing information , information on
competition, demographics, suppliers and providers of services and financing
arrangements (collectively "CONFIDENTIAL INFORMATION") are proprietary to
Management Firm and the confidential information of the Management Firm.
Leasehold Tenant shall not disclose to any
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party any Confidential Information, without the prior written consent of
Management Firm, except as may be required by Law.
(c) The provisions of this Section shall survive the expiration or
sooner termination of this Agreement.
5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date
hereof, and continue for a period of nine (9) years thereafter. This Agreement
shall be automatically renewed for additional consecutive one (1) year terms
unless either party gives the other party notice of its intent not to renew,
which notice must be given at least ninety (90) days prior to the expiration of
the then current term.
6. TERMINATION. (a) The Leasehold Tenant may terminate this Agreement upon
written notice if the Management Firm defaults in the performance of any
material covenant, agreement, term or provision of this Agreement to be
performed by it and such default continues for a period of forty-five (45) days
after written notice to the Management Firm from the Leasehold Tenant stating
the specific default or, if such default is not subject to cure within
forty-five (45) days, such longer period as may be required to effect a cure,
provided Management Firm initiates curative action within forty-five (45) days
and thereafter is diligently and in good faith pursuing such cure.
(b) The Management Firm may terminate this Agreement upon written
notice in the event any one or more of the following events shall occur:
(1) If the Leasehold Tenant shall fail to timely pay to the
Management Firm any Management Fee required to be paid
in accordance with Paragraph 9 hereof and such failure
continues for ten (10) days after written notice to the
Leasehold Tenant; or
(2) If the Leasehold Tenant defaults in the performance of
any other material covenant, agreement, term or
provision of this Agreement to be performed by the
Leasehold Tenant and such default continues for a
period of forty-five (45) days after written notice to
the Leasehold Tenant from the Management Firm stating
the specific default or, if such default is not subject
to cure within forty-five (45) days, such longer period
as may be required to effect a cure, provided the
defaulting party initiates curative action within
forty-five (45) days and thereafter is diligently and
in good faith pursuing such cure; or
(3) If the Facility or a material portion thereof is
damaged or destroyed by fire or other casualty and the
Leasehold Tenant fails
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to commence to repair, restore, rebuild or replace any
such damage or destruction within ninety (90) days of
the occurrence of such damage or destruction, and
thereafter to complete such work within a reasonable
period of time.
In the event of termination of this Agreement by either party
pursuant to Section 6(a) or 6(b) above, the Management Firm shall have the right
to enter the Facility and remove all of its personal property and Intangible
Rights material.
7. LIABILITY AND INDEMNIFICATION/FORCE MAJUERE. (a) By the Management Firm. The
Management Firm shall indemnify, defend, save and hold harmless the Leasehold
Tenant, its shareholders, officers, directors, employees, or agents from and
against all demands, claims, actions, losses, damages, deficiencies,
liabilities, costs and expenses (including, without limitation, attorney's fees,
interest, penalties and all amounts paid in investigation, defense or settlement
of any of the foregoing) asserted against or incurred by the Leasehold Tenant,
its shareholders, officers, directors, employees, or agents, in connection with,
or arising out of, or resulting from (i) a breach of any covenant, agreement,
representation or warranty of the Management Firm or (ii) the negligent or
willful acts or omissions of Management Firm, its employees or agents. The
provisions of this Section shall survive the expiration or sooner termination of
this Agreement.
(b) By the Leasehold Tenant. The Leasehold Tenant shall indemnify,
defend, save and hold harmless the Management Firm, its shareholders, officers,
directors, employees, or agents from and against all demands, claims, actions,
losses, damages, deficiencies, liabilities, costs and expenses (including,
without limitation, attorney's fees, interest, penalties and all amounts paid in
investigation, defense or settlement of any of the foregoing) asserted against
or incurred by the Management Firm, its officers, directors, employees, or
agents, in connection with, or arising out of, or resulting from (i) a breach of
any covenant, agreement, representation or warranty of the Leasehold Tenant or
(ii) the negligent or willful acts or omissions of Leasehold Tenant, its
employees or agents. The provisions of this Section shall survive the expiration
or sooner termination of this Agreement.
Nothing contained herein shall preclude either party from asserting
any claims or suits against the other party which may arise out of the terms and
provisions of this Agreement.
(c) The Management Firm shall not be deemed to be in violation of
this Agreement, and its performance shall be excused, if it is prevented from
performing any of its obligations hereunder for any reason beyond its control,
including shortages in labor or supplies, war, acts of God, failure of the
Leasehold Tenant to advance funds, or changes in any Law of Federal, State or
local government, or any agency thereof.
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8. RELATIONSHIP BETWEEN PARTIES. The relationship of the Management Firm to the
Leasehold Tenant shall be that of independent contractor.
9. MANAGEMENT FEE. The Management Firm for the services rendered hereunder shall
be entitled to six percent (6%) of all gross revenues of the Facility as its
sole compensation for management of the Facility (the "MANAGEMENT FEE"). The
Management Fee shall be paid monthly, and shall be based on the financial
operations of the Facility as of the end of each calendar monthly. To the extent
that the year-end audited financial statements for the Facility disclose that
the Management Fee actually received during the year than ended was greater or
less than what should have been received, Leasehold Tenant shall (in case of
underpayment) pay upon demand the shortfall and (in the case of overpayment)
shall be credited against the Management Fee due in the next succeeding quarter
such overpayment. In additional to the Management Fee, the Management Firm shall
be paid on a monthly basis beginning on that date which is six months prior to
substantial completion of the Facility the sum of $3,000 per month.
Notwithstanding the foregoing, the employee benefits and salary of the community
director and director of marketing for the Facility shall be paid by the
Leasehold Tenant, but such community director and director of marketing shall at
all times remain the employee of the Management Firm.
10. FUNDING OF COSTS AND EXPENSES BY THE LEASEHOLD TENANT. The Leasehold Tenant,
and not the Management Firm, shall be responsible for the costs and expenses of
all operations of the Facility. The Leasehold Tenant shall at all times provide
sufficient working capital for operation of the Facility and shall deposit such
capital from time to time into the Operating Accounts of the Facility in advance
of the time required to be disbursed by the Management Firm.
11. NO APPROVAL BY THE LEASEHOLD TENANT. The Management Firm shall operate the
Facility and the Leasehold Tenant act as a passive investor with respect
thereto. The Management Firm shall, not less frequently than annually, adopt a
plan of operation for the Facility which shall set forth proposed staffing,
budgets, program and related matters; such shall not, however, be subject to
approval of the Leasehold Tenant or its designee. The Leasehold Tenant shall not
participate in the day-to-day operation of the Facility.
12. OTHER FACILITIES. Leasehold Tenant understands and acknowledges that
Management Firm is in the business of operating facilities such as the Facility,
and that Management Firm intends to continue to manage and operate such other
facilities, which may or may not be in competition with the Facility. Nothing
contained herein shall be deemed to be construed as a restriction on the
Management Firm's right to so operate and manage such other existing facilities
or facilities that may be opened in the future, even if such facilities are in
competition with the Facility.
13. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered in person, Federal
Express or other recognized overnight
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courier or sent by registered or certified U.S. mail, return receipt requested
or sent by facsimile or telecopy transmission and addressed:
(i) If to the Management Firm, at:
BCC DEVELOPMENT & MANAGEMENT CO.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
(ii) If to the Leasehold Tenant, at:
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or to such other address or facsimile number as a party may designate by notice
to the other parties hereto.
14. ARBITRATION. Any controversy or dispute between the Management Firm and the
Leasehold Tenant with respect to the application or interpretation of the terms
of this Agreement, except failure of the Leasehold Tenant to pay compensation to
the Management Firm as required herein, will be submitted to mediation under the
National Health Lawyer's Association ("NHLA") Alternative Dispute Resolution
Service Rules of Procedure for Mediation. If any dispute is not resolved by
mediation no later than thirty (30) days after its submission to mediation, the
dispute shall be submitted to arbitration in accordance with the NHLA
Alternative Dispute Resolution Service Rules for Arbitration. The same person
may serve as both mediator and arbitrator. Any such arbitration shall be final
and binding upon the parties to the fullest extent permitted by Law. The cost of
mediation and/or arbitration shall be shared equally by the Leasehold Tenant and
the Management Firm; however, each party shall bear the expense of its own
attorneys, representatives and witnesses, and the cost of any transcripts or
related matters.
15. COMPLIANCE WITH FEDERAL RECORDS REQUIREMENTS. To the extent required under
applicable Law, the Management Firm shall, (and if Management Firm carries out
any of the duties under this Agreement through a subcontract with a related
organization and such subcontract has a value or cost of $10,000 or more during
any 12-month period, Management Firm shall cause such subcontract to contain a
clause to the effect that the subcontractor shall), until the expiration of four
(4) years after the furnishing of services hereunder, make available upon
written request by the Secretary of Health and Human Service or the Comptroller
General of the United States or any of their duly authorized representatives,
this Agreement and the books, documents and records of the Management Firm (or
such subcontractor) that are
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necessary to verify the nature and extent of the costs furnished under this
Agreement.
16. SUCCESSORS AND ASSIGNS. Leasehold Tenant may not assign this Agreement,
expressly, by operation of law, or otherwise, without the prior written consent
of the Management Firm, which consent may be withheld in the sole discretion of
the Management Firm. Management Firm may not assign this Agreement, expressly,
by operation of law, or otherwise, without the prior written consent of the
Leasehold Tenant; provided, however, Management Firm may assign its rights and
obligations hereunder without consent to (i) any BCC Affiliate, (ii)
collaterally to any lender to the Management Firm or any entity affiliated with
the Management Firm and (iii) to the Lessor.
17. DEFINITIONS; INTERPRETATION; MISCELLANEOUS. Capitalized terms used but not
otherwise defined in this Agreement have the respective meanings specified in
Appendix 1 hereto; the rules of interpretation and other provisions set forth in
Appendix 1 hereto shall apply to this Agreement.
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IN WITNESS WHEREOF, intending to be legally bound hereby, the
parties hereto have affixed their names by their proper officers or duly
authorized representatives the day and year first above written.
MANAGEMENT FIRM: BCC AT RAVENNA, INC.
By: /s/ Signature Illegible
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Name:
Title:
LEASEHOLD TENANT: EXTENDED CARE OPERATORS OF RAVENNA, LLC
By: /s/ Signature Illegible
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Name:
Title:
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Schedule to Exhibit 10.66 filed pursuant to Instruction 2 to Item
601(a) of Regulation S-K
Management Agreement
Location Entities
Harrisburg, PA BCC at Harrisburg, Inc.;
Extended Care Operators of Harrisburg LLC
Greensboro, NC BCC at Greensboro, Inc.;
Extended Care Operators of Greensboro LLC