INSTRUMENT, DOCUMENT, OR
AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH
THIS AGREEMENT OR ARISING FROM ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OF ANY OF THE PARTIES TO THIS
AGREEMENT, OR ANY OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT
OR ANY LOAN DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY TO THIS AGREEMENT
ACKNOWLEDGES THAT IS HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND
IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN
FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH THAT LEGAL COUNSEL. EACH
PARTY TO THIS AGREEMENT FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS
THE MEANING OF THIS WAIVER.
[Signatures commence on following page.]
8
IN WITNESS WHEREOF, the parties to this Agreement executed and delivered this
Agreement as of the date first written above.
SUNRISE HANNOVER
GMBH:
By:
/s/ Tiffany Tomasso
Name: Tiffany
Tomasso
Title:
Managing Director
SUNRISE
HANNOVER SENIOR LIVING
GMBH & CO. KG:
By:
/s/ Richard J. Nadeau
Name: Richard
J. Nadeau
Title:
Managing Director
SUNRISE
SENIOR LIVING, INC.:
By:
/s/ Richard J. Nadeau
Name: Richard
J. Nadeau
Title:
Chief Financial Officer
NATIXIS,
LONDON BRANCH:
By:
/s/ Gregoire Hennekinne
Name: Gregoire
Hennekinne
Title:
Director
By:
/s/ David Newby
Name:
David Newby
Title:
Managing Director
9