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EXHIBIT 10.11
FORM OF HCRI MANAGEMENT AGREEMENT
THIS AGREEMENT ("AGREEMENT") is made as of the Documentation Date
between Balanced Care at [__________], Inc., a Delaware corporation (the
"MANAGEMENT FIRM") and Financial Care Investors of [____________], LLC, a
Delaware limited liability company, (the "LEASEHOLD TENANT").
W I T N E S S E T H
WHEREAS, the Leasehold Tenant executed and delivered that certain
Lease Agreement dated as of the Documentation Date (the "LEASE") whereby the
Leasehold Tenant leased from [_______________], Inc. a [___________] corporation
(the "LESSOR") property, together with all improvements built or to be built
thereon, located in [_______________________] together with such other
improvements and property, all 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 the
Documentation Date (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 in the Collateral Account 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 the
other Lease Documents (exclusive of the Development Agreement); 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 Leasehold
Tenant (as an expense allocable to the Facility), perform each and every
obligation of Leasehold Tenant under the Lease and the other 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 to the Facility. 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, the other Lease Documents and
Senior Credit Documents, make payments of rent, Net Cash Flow (as defined in the
Senior Credit Documents) and other sums due and owing to Lessor under the Lease
and Senior Credit Documents 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
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-- Payroll
-- 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 allocable to the Facility.
(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 strategies to maximize
fiscal performance; and (x) develop and
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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 allocable to the Facility; (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) as an
expense allocable to 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
as an expense incurred in connection with and allocable to the
operations of the Facility. The Management Firm shall be reimbursed up
to $10,000 per year for the costs of providing training services and
seminars given by BCC Affiliates. These costs shall include all
training materials, including all manuals, brochures and other
preparation materials.
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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 as an expense incurred in connection with
and allocable to 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 purchase or lease equipment under
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national and 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
authorized volunteer or auxiliary groups interested in
providing
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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 to
the extent of (i) Fundings required under the Shortfall Agreement by Leasehold
Tenant and its equity owners and (ii) revenues derived from the Facility. 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, allocable to the Facility.
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 allocable to the Facility. The
fiscal year for the Facility shall coincide with the Management Firm's fiscal
year. All financial statements are to be prepared in accordance with GAAP.
Management Firm shall cause to be prepared all financial statements required of
Leasehold Tenant pursuant to the Lease and other Lease Documents; provided,
however, Leasehold Tenant shall provide all information reasonably requested by
Management Firm in connection with the preparation of such financial statements
that is not otherwise reasonably available to the Management Firm, and shall
certify to Management Firm, BCC and Lessor that such statements are, to the best
knowledge of Leasehold Tenant, true and correct in all material respects.
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
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confidential information of the Management Firm. Leasehold Tenant shall not
disclose to any 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. Further, and
notwithstanding any provision to the contrary contained in the Transaction
Documents, this Agreement may be terminated at the option of the Leasehold
Tenant in the event that BCC fails to pay the Current Yield (as defined in the
Option Agreement) as and when due after notice of such failure has been provided
in accordance with the terms and conditions of the Option Agreement.
(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
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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 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 members, 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 members, 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
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or local government, or any agency thereof.
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 month. 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 an expense
allocable to the Facility, but such community director and director of marketing
shall at all times remain the employee of the Management Firm. Management Firm
acknowledges and agrees that the Management Fees payable hereunder are expressly
subordinated to all sums owed to Lessor under the Lease and other Lease
Documents; provided, however, so long as no default or event of default exists
under the Lease or the Lease Documents, the Management Firm shall be entitled to
receive and use the Management Fee as its property free of all claims of the
Lessor.
10. FUNDING OF COSTS AND EXPENSES BY THE LEASEHOLD TENANT. Subject to the
Shortfall Agreement, 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
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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 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:
Balanced Care Corporation
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxx
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),
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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 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: BALANCED CARE AT [____________], INC.,
a Delaware corporation,
By: _______________________________________
Name:
Title:
LEASEHOLD TENANT: FINANCIAL CARE INVESTORS OF [__________], LLC,
a Delaware limited liability company,
By: ________________________________________
Name:
Title:
Its Authorized Representative
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[MANAGEMENT AGREEMENT]
