Common use of Property Management Agreements Clause in Contracts

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Xxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – - Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Xxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential Care Facilities (form HUD-9839HUD-9830-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Bxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“"Management Agreement”"), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential -Residential Care Facilities (form HUD-9839-ORCF0RCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s 's Regulatory Agreement, Operator’s 's Regulatory Agreement, and/or Master Tenant’s 's Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such terminationtem1ination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s 's issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s 's request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.. Previous versions obsolete Page 21 of 35 form HUD-92466-0RCF (Rev. 03/13)

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Xxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Bxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – - Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.. Previous versions obsolete Page 22 of 33 form HUD-92466-ORCF (06/2014)

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Xxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and {1020/125/00094150.4} Previous versions obsolete Page 21# of 35 form HUD-92466-ORCF (06/2014) deliver a Management Agent Certification – - Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Xxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be and consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Xxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD HUD,must include HUD-92701HUD-92071-ORCF ORCF, Management Agreement Addendum, and must be and consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUDHUD.Refer to form HUD-92071 – Management Agreement Addendum for the provisions. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“"Management Agreement”"), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential -Residential Care Facilities (form HUD-9839-ORCF0RCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s 's Regulatory Agreement, Operator’s 's Regulatory Agreement, and/or Master Tenant’s 's Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such terminationtem1ination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s 's issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s 's request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.. Previous versions obsolete Page 21 of 35 form HUD-92466-0RCF (Rev. 03/13)

Property Management Agreements. If, in addition to or in lieu of 789 any Borrower-Operator Agreement, Borrower enters into a property management agreement or 790 other document outlining procedures for managing the Healthcare Facility (“Management 791 Agreement”), such agreement or document must be approved by HUD HUD, must include HUD-92701HUD- 792 92071-ORCF Management Agreement Addendum, and must be and consistent with Program 793 Obligations. Any management agent must be approved by HUD and must execute and deliver a 794 Management Agent Certification – Residential Care Facilities (form HUD-9839-ORCF, or 795 successor form) in such form as approved by HUD. Any Management Agreement shall contain 796 the following provisions: (1) the Management Agreement shall terminate without penalty upon 797 failure to comply with the provisions of Management Certification to HUD, or for other good 798 cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s 799 Operator Regulatory Agreement, and/or Master Tenant’s Tenant Regulatory Agreement, if any, thirty days 800 after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to 801 terminate the Management Agreement; (2) in the event that HUD determines that any of the 802 Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial 803 and imminent risk of being terminated, suspended or otherwise restricted, if such termination, 804 suspension or other restriction would have a materially adverse effect on the Project, the 805 Management Agreement shall terminate immediately without penalty upon HUD’s issuance 806 of a notice of termination to Borrower, or Operator, as applicable, and such management agent; 807 and (3) the Management Agreement may not be assigned without the prior written approval of 808 HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall 809 immediately arrange to terminate any such Management Agreement and shall make 810 arrangements satisfactory to HUD for the continuing proper management of the Healthcare 811 Facility and the Project. Any material amendment to the management agreement must be 812 acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Bxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – - Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.. Previous versions obsolete Page 22 of 32 form HUD-92466-ORCF (06/2014)

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Bxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.. Previous versions obsolete Page 21 of 35 form HUD-92466-ORCF (06/2014)

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Bxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a Management Agent Certification – Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.

Property Management Agreements. If, in addition to or in lieu of any Borrower-Operator Agreement, Borrower Xxxxxxxx enters into a property management agreement or other document outlining procedures for managing the Healthcare Facility (“Management Agreement”), such agreement or document must be approved by HUD must include HUD-92701-ORCF Management Agreement Addendum, and must be consistent with Program Obligations. Any management agent must be approved by HUD and must execute and deliver a {1020/124/00093614.2} Previous versions obsolete Page 21 of 36 form HUD-92466-ORCF (Rev. 06/2014) Management Agent Certification – - Residential Care Facilities (form HUD-9839-ORCF, or successor form) in such form as approved by HUD. Any Management Agreement shall contain the following provisions: (1) the Management Agreement shall terminate without penalty upon failure to comply with the provisions of Management Certification to HUD, or for other good cause, including without limitation for violations of the Borrower’s Regulatory Agreement, Operator’s Regulatory Agreement, and/or Master Tenant’s Regulatory Agreement, if any, thirty days after HUD has mailed to Borrower, or Operator, as applicable, a written notice of its desire to terminate the Management Agreement; (2) in the event that HUD determines that any of the Permits and Approvals reasonably necessary to operate the Healthcare Facility is at substantial and imminent risk of being terminated, suspended or otherwise restricted, if such termination, suspension or other restriction would have a materially adverse effect on the Project, the Management Agreement shall terminate immediately without penalty upon HUD’s issuance of a notice of termination to Borrower, or Operator, as applicable, and such management agent; and (3) the Management Agreement may not be assigned without the prior written approval of HUD. Upon HUD’s request for termination, Borrower, or Operator, as applicable, shall immediately arrange to terminate any such Management Agreement and shall make arrangements satisfactory to HUD for the continuing proper management of the Healthcare Facility and the Project. Any material amendment to the management agreement must be acceptable to HUD, in accordance with Program Obligations.