The Requesting Parties shall have obtained (i) the written consent of SNH to the granting of the exceptions to the Ownership Limit to the Requesting Parties and the Collateral Persons by the FVE Board described in  Sections 2.1(c)  and  2.1(d)  and (ii) a written waiver from SNH, on behalf of itself and its subsidiaries, of any default or event of default under any lease, management or other agreement between or among the Company and SNH, or any of their subsidiaries, arising or resulting from the consummation of the Proposed Acquisition or the granting of such exceptions. Such written consent and waiver shall be for the benefit of the Company, the Requesting Parties and the Collateral Persons and otherwise in such form as is satisfactory to the FVE Board in its sole discretion (the “ SNH Consent ”) and all conditions to the effectiveness of the SNH Consent set forth therein shall have been satisfied.