PENDING WITH RESPECT TO THE ASSETS OF
ANY SELLER OR HOLDCO, NOR HAVE APPLICATIONS FOR SUCH PROCEEDINGS BEEN FILED FOR
BY ANY SELLER OR HOLDCO OR, TO THE KNOWLEDGE OF THE SELLER, BY A THIRD PARTY;
THERE ARE TO THE KNOWLEDGE OF THE SELLERS NO CIRCUMSTANCES THAT WOULD REQUIRE
THE OPENING OF OR APPLICATION FOR SUCH PROCEEDINGS;
17.1.7
(I) AS OF THE SIGNING DATE NO FINANCIAL INDEBTEDNESS IS OWED BY
ANY SELLER OR HOLDCO TO ANY BANK, FINANCIAL INSTITUTION OR OTHERWISE OTHER THAN
THE BANK DEBT AND, AS OF 30 APRIL 2010, THERE WAS NO OTHER INTERCOMPANY DEBT
EXCEPT AS SET FORTH ON ANNEX 3.9.2, (II) AS OF THE PAYMENT DATE THERE IS NO
INTERCOMPANY DEBT EXCEPT AS REFLECTED ON THE MANAGEMENT CERTIFICATE DELIVERED IN
ACCORDANCE WITH CLAUSE 3.9.2, (III) TO ITS BEST KNOWLEDGE BASED ON (1) A
CONFIRMATION DELIVERED BY THE LENDER BANKS PURSUANT TO CLAUSE 16.4 REGARDING THE
REPAYMENT AND EXTINGUISHMENT OF THE BANK DEBT AND (2) THE SECURITY RELEASE
AGREEMENTS, DEBT ASSUMPTION AGREEMENTS, THE FACILITY AGREEMENTS FOR, AND ALL
OTHER DOCUMENTS RELATED TO, THE BANK DEBT AND THE RESTRUCTURING THEREOF, AS OF
THE PAYMENT OF THE PROPERTY PURCHASE PRICE ON THE PAYMENT DATE, ALL OF THE BANK
DEBT HAS BEEN EXTINGUISHED IN A MANNER TAX NEUTRAL TO THE SELLER PROPCOS, SELLER
OPCOS AND HOLDCO, (IV) AS OF THE PAYMENT DATE TO ITS BEST KNOWLEDGE THERE IS NO
THIRD PARTY DEBT OTHER THAN AS SET FORTH ON THE THIRD PARTY DEBT MANAGEMENT
CERTIFICATE, AND (V) AS OF THE PAYMENT DATE, ALL INTERCOMPANY DEBT IS SUBJECT TO
A SUBORDINATION AGREEMENT THAT SUBORDINATES SUCH INTERCOMPANY DEBT TO THE EXTENT
THAT IT WOULD RANK PARI PASSU WITH EQUITY INTERESTS UPON A LIQUIDATION OF THE
RELEVANT DEBTOR (QUALIFIZIERTER RANGRÜCKTRITT); AND
17.1.8
SUNRISE MEERBUSCH SENIOR LIVING GMBH & CO KG, SUNRISE
RATINGEN-HÖSEL SENIOR LIVING GMBH & CO KG, UND SUNRISE BAD SODEN SENIOR LIVING
GMBH & CO KG ARE DORMANT ENTITIES THAT HAVE NO OPERATING ACTIVITIES AND HAVE, AS
OF 30 APRIL 2010, NO OUTSTANDING INDEBTEDNESS OTHER THAN INDEBTEDNESS OWED TO
AFFILIATES.
17.2
EACH OF THE PROPCO BUYERS GUARANTEES BY WAY OF AN INDEPENDENT
GUARANTEE WITHIN THE MEANING OF § 311 PARA. 1 BGB (SELBSTÄNDIGES
GARANTIEVERSPRECHEN I.S.D. § 311 ABS. 1 BGB) - IT BEING UNDERSTOOD THAT THE
STATEMENTS SHALL NOT CONSTITUTE A QUALITY GUARANTEE CONCERNING THE OBJECT OF THE
PURCHASE WITHIN THE MEANING
PropCo Agreement
OF § 443 BGB (GARANTIE FÜR DIE BESCHAFFENHEIT DER SACHE I.S.D. §
443 BGB) - THAT AT THE SIGNING DATE AND AT THE PAYMENT DATE
17.2.1
IT IS DULY INCORPORATED AND VALIDLY EXISTING UNDER THE LAWS OF
GERMANY;
17.2.2
IT IS EMPOWERED, AUTHORIZED AND QUALIFIED TO ENTER INTO THIS
PROPCO AGREEMENT AND THAT THIS PROPCO AGREEMENT CONSTITUTES VALID LEGAL AND
BINDING OBLIGATIONS OF THE PROPCO BUYERS, ENFORCEABLE AGAINST THE PROPCO BUYERS
IN ACCORDANCE WITH ITS TERMS AND SUBJECT TO ITS CONDITIONS;
17.2.3
THERE ARE AS OF THE DATE HEREOF NO PROCEEDINGS OR INVESTIGATIONS
THREATENED IN WRITING AGAINST ANY OF THE PROPCO BUYERS WHICH ARE REASONABLY
EXPECTED