FOR THE AVOIDANCE OF DOUBT, THE ALLOWED
DISCLOSURES UNDER CLAUSE 24.1 REMAIN UNAFFECTED BY THIS CLAUSE.
24.3
IF EITHER PARTY (OR ITS AFFILIATE) IS REQUIRED BY LAW (BY ORAL
QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION OR DOCUMENTS, SUBPOENA,
CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS) TO DISCLOSE ANY CONFIDENTIAL
INFORMATION OF THE OTHER PARTY PURSUANT TO CLAUSE 24.1, SUCH PARTY SHALL
PROMPTLY NOTIFY THE RESPECTIVE OTHER PARTY OF SUCH REQUEST OR REQUIREMENT. IF
THE PARTY (OR ANY OF ITS AFFILIATES) IS COMPELLED TO DISCLOSE THE CONFIDENTIAL
INFORMATION OR ELSE STAND LIABLE FOR CONTEMPT OR SUFFER OTHER CENSURE OR
SIGNIFICANT LEGAL PENALTY, THE PARTY (OR ITS AFFILIATE) MAY DISCLOSE ONLY SO
MUCH OF THE CONFIDENTIAL INFORMATION TO THE PARTY COMPELLING DISCLOSURE AS IS
REQUIRED BY LAW OR MANDATORY RULES OF ANY APPLICABLE REGULATORY ORGANIZATION
(LIKE A STOCK EXCHANGE).
24.4
THE PROPCO BUYERS SHALL (AND SHALL ENSURE THAT ANY LESSEE OF THE
PROPERTIES SHALL), FROM THE PAYMENT DATE, PROPERLY MAINTAIN AND PRESERVE ALL
RELEVANT BOOKS AND RECORDS (INCLUDING FILES, CORRESPONDENCE, DOCUMENTS, OTHER
PAPERS AND ELECTRONIC DATA) OF THE RESPECTIVE BUSINESS, TO THE EXTENT THEY
RELATE TO THE PERIOD PRIOR TO AND INCLUDING THE PAYMENT DATE, DURING THE LONGER
OF THE STATUTORY KEEPING PERIODS AND A PERIOD OF FOUR (4) YEARS AS FROM THE
PAYMENT DATE.
24.5
THE PROPCO BUYERS SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS
TO PROCURE THAT SELLERS, THEIR EMPLOYEES, PROFESSIONAL ADVISORS AND OTHER
REPRESENTATIVES RECEIVE, UPON REQUEST, FULL ACCESS TO THE BOOKS (INCLUDING THE
RIGHT TO RECEIVE, IN DUE TIME, HARD AND/OR ELECTRONIC COPIES THEREOF) AND TO THE
PERSONNEL OF THE BUSINESS, TO THE EXTENT SUCH ACCESS IS REASONABLY REQUESTED BY
SELLERS FOR TAX OR OTHER LEGITIMATE REASONS AND PROVIDED THAT SUCH ACCESS DOES
NOT UNREASONABLY DISRUPT THE CONDUCT OF THE BUSINESS.
25.
NOTICES, PROCESS AGENT
25.1
ANY NOTICE GIVEN IN CONNECTION WITH THIS PROPCO AGREEMENT MUST BE
MADE IN WRITING, UNLESS NOTARIZATION OR ANY OTHER SPECIFIC FORM IS REQUIRED BY
MANDATORY LAW. THE WRITTEN FORM INCLUDES FAX (BUT NO OTHER TRANSMISSION BY WAY
OF TELECOMMUNICATION) AND EXCHANGE OF LETTERS. ANY ELECTRONIC FORM (E.G. E-MAIL)
DOES NOT REPLACE THE WRITTEN FORM, EXCEPT WITH RESPECT TO THE CONFIRMATION OF
RECEIPT OF FUNDS DESCRIBED IN CLAUSE 16.
25.2
ANY COMMUNICATION TO BE GIVEN IN CONNECTION WITH THIS PROPCO
AGREEMENT BETWEEN THE SELLERS, SSLI AND HOLDCO ON THE ONE SIDE AND THE BUYER
PROPCOS ON THE OTHER, MUST BE GIVEN IN ENGLISH.
25.3
THE SELLERS HEREBY APPOINT AS RECIPIENT FOR THE INITIATION OF
LEGAL PROCEEDINGS OR SERVICES TO BE MADE IN PENDING LEGAL PROCEEDINGS (EMPFANGS-
UND ZUSTELLUNGSBEVOLLMÄCHTIGTER) AS WELL AS FOR THE RECEIPT OF ANY NOTICES
HEREUNDER
Sunrise Senior Living Inc.
Attention: General Counsel
7900 Westpark Drive, Suite 900
22102 McLean, VA
USA
Fax: +1 (703) 744-1644
Email:  /

PropCo Agreement
(Sellers' Process Agent)
with a copy to:
Sunrise Senior Living Inc.
Attention: Edward Burnett
7900 Westpark Drive, Suite 900
22102 McLean, VA
USA
Fax: +1 (703) 744-1644
Email: 
with further copy to:
Kirkland & Ellis International LLP
Attention: Frank Becker