the Transferor A/R and, subject to the provisions
herein, agrees to hold in trust for your benefit and to remit promptly to
Transferor, at Transferor's address set forth above, any of the Transferor A/R
which it may receive at any time after the Closing Date.
Sincerely, [**Insert Lender name**] By:
Name:
Title:
Exhibit E-30
EXHIBIT B-2
FORM OF NEW OPERATOR REPRESENTATION LETTER
, 20
VIA FACSIMILE:
Re:
(the "Facility")
Ladies and Gentlemen:
Pursuant to our obligations under Section 6.11 of the Operations Transfer
Agreement dated
, 20
(the "OTA") for the transfer of
operations for the Facility, please be advised and noticed that, the undersigned
has not entered into any financing arrangement with any lender whereby the
accounts receivable of the Facility have been used, pledged or hypothecated as
collateral for such financing.
In the event that, within twelve (12) months following the date of this letter,
we enter into any financing arrangement with a lender whereby the accounts
receivable of the Facility are used, pledged or hypothecated as collateral for
such financing, pursuant to our ongoing obligation under said Section 6.10 of
the OTA, we will promptly and timely inform the addressees of this letter of
such financing and use commercially reasonable efforts to cause the delivery to
you of an appropriately executed Lender Acknowledgement, in the form attached as
Exhibit "B-1" to the OTA.
Sincerely,
By:
Name:
Title:
Exhibit E-31
Exhibit "A"
[TO EXHIBIT B-2 OF THE OPERATIONS TRANSFER AGREEMENT]
FORM OF NEW LENDER LETTER
[SEE EXHIBIT B-1 OF THE OPERATIONS TRANSFER AGREEMENT FOR THE
FORM OF THE SAME]
Exhibit E-32
EXHIBIT C
VEHICLES LOCATED AT THE FACILITY AND PROPOSED
DISPOSITION THEREOF ON THE EFFECTIVE DATE
Exhibit E-33
EXHIBIT D
ANCILLARY SERVICES EQUIPMENT TO BE REMOVED
FROM FACILITY
Exhibit E-34
EXHIBIT E
COMPUTER HARDWARE AND SOFTWARE AND TELECOMMUNICATIONS
EQUIPMENT AND SERVICE INFORMATION
AND APPLICABLE RENT AND SERVICE FEE
Exhibit E-35
EXHIBIT F
TENANT PERSONAL PROPERTY
Exhibit E-36
Schedule 1.5
FORM OF VA SUBCONTRACT
SUBCONTRACT AGREEMENT
BETWEEN
AND
This Agreement (hereinafter referred to as "Subcontract") constitutes the entire
agreement between
, hereafter, the
"Prime Contractor," and
, hereafter, the
"Subcontractor," for services to be performed in furtherance of Prime
Contractor's Agreement No.
for nursing
home services to be rendered to the Department of Veterans Affairs (the "VA"),
including all attachments, formal modifications, and amendments (the "Prime
Contract").
WHEREAS Prime Contractor, operating under the name of
, was awarded the Prime Contract by the
Department of Veterans Affairs (hereinafter referred to as the "Government");
and
WHEREAS Prime Contractor and Subcontractor have entered into an agreement dated
, 20
(the "OTA"), whereby Subcontractor has to assume
operational and financial responsibility for the long term care facility
commonly known as
(the "Facility") as
of the Effective Date (as defined in the OTA); and
WHEREAS under the terms of the OTA, Subcontractor is required to secure the New
VA Contract (as defined in the OTA); and
WHEREAS the parties wish to allow Subcontractor for a limited