Page 53 - New Empire Affinitas Life Senior Housing Division

shall impair any such right or power or be construed to be a waiver thereof. A waiver by any Party
hereto of any of the terms, covenants, conditions or agreements hereof to be performed by the other
Party shall not be construed to be a waiver or diminution of any succeeding breach thereof or of any
other term, covenant, condition or agreement herein contained. The rights and remedies provided
by this Agreement are cumulative and the use of any one right or remedy by any Party shall not
preclude or waive the right to use any or all other remedies. Said rights and remedies are given in
addition to any other rights the Parties may have by law, statute, ordinance or otherwise.
13.9. Governing Law.
This Agreement will be construed according to and governed by the laws of the State of Delaware.

13.10. Power of Attorney.
Each Member, including any additional or substituted Member, by the execution of this Agreement
or any counterpart hereof, or the acceptance of an Assignment of any interest in the Company,
hereby irrevocably constitutes and appoints the Manager, in each case with full power of
substitution, his true and lawful agent and attorney-in-fact, with full power and authority in his
name, place and stead, to make, execute, acknowledge, swear to, deliver, file and record (a) such
amendments to this Agreement and the Company’s Articles of Organization as are necessary to admit
a substituted or additional Member to the Company pursuant to the terms of this Agreement and (b)
such documents and instruments as are necessary to cancel the Company’s Articles of Organization,
upon termination of the Company. The foregoing power of attorney, being coupled with an interest,
is hereby declared to be irrevocable, and will survive and not be affected by the subsequent death,
disability, dissolution or incapacity of any Member.

13.11. Arbitration.
Any controversies or disputes arising out of or relating to this Agreement shall be resolved by
binding arbitration in accordance with the then-current Commercial Arbitration Rules of the
American Arbitration Association. The Parties so affected shall select a mutually acceptable
arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event
the Parties are unable to agree to such a selection, each Party will select an arbitrator and the two
arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the
matter. The arbitration shall take place at a location that is reasonably centrally located between the
Parties, or otherwise mutually agreed upon by the Parties. All documents, materials, and information
in the possession of each Party that are in any way relevant to the dispute shall be made available to
the other Party for review and copying no later than 30 days after the notice of arbitration is served.
The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award
punitive damages. The arbitrator(s) shall have the power to issue and award: mandatory orders;
restraint orders; compensatory damages; liquidated damages; and the reimbursement for all Attorney
and other fees, costs and expenses associated with the contesting and prosecution of the arbitration.

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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