SECOND AMENDMENT TO LOAN AGREEMENT

Exhibit 10.3

SECOND AMENDMENT TO

LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Second Amendment”) is made as of July __, 2010, by and HSH NORDBANK AG, acting through its NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Lender (in such capacity, a “Lender”) and AL US DEVELOPMENT VENTURE, LLC (the “Borrower”).

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Loan Agreement dated as of June 14, 2007, as amended by a First Amendment to Loan Agreement dated as of April 22, 2009 (as so amended, the “Original Loan Agreement”, and together with this Second Amendment, the “Loan Agreement”): and

WHEREAS, the parties desire to amend the Original Loan Agreement as provided herein;

NOW, THEREFORE, in consideration of the premises and for valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound hereby, the Borrower and the Lenders hereby agree as follows:

Section 1. Waiver. The Administrative Agent acknowledges and agrees that Borrower will not be able to comply with Section 11.01(q)(ii) of the Loan Agreement in connection with the audit of Sunrise Senior Living, Inc. for the fiscal year ending December 31, 2009. Such failure shall not constitute an Event of Default under the Loan Agreement, or any other provision of the Loan Documents. This waiver is only effective for the fiseal year ending December 31, 2009.

Section 2. No Other Amendment; Original Loan Agreement to Remain in Full Force and Effect. Except as heretofore and hereby amended, the Original Loan Agreement shall in all other respects be ratified and remain in full force and effect.

Section 3. Counterparts. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

Section 4. Amendment and Waiver. Except as specifically provided in this Second Amendment, nothing herein or any dealings of the Administrative Agent or the Lenders (collectively, the “Lender Group”) with the Borrower or any Affiliate of the Borrower shall be construed (a) as a waiver by any of the Lender Group of any Default or Event of Default that may exist at present or in the future, (b) as a waiver or release by any of the Lender Group of any term or provision of the Loan Agreement or any other Loan Document, (c) as a waiver or release by any of the Lender Group of any right or remedy now or in the future available to any of the Lender Group, (d) as a course of dealing among the Borrower, any Affiliate of the Borrower and the Lender Group that is inconsistent with the express terms of the Loan Documents, (e) as an

agreement or assurance by any of the Lender Group that any waiver will be approved or forbearance agreement implemented or that the Lender Group will refrain from exercising any right or remedy or other action available to it under the Loan Documents, at law or in equity, all of which rights, remedies and actions each member of the Lender Group expressly reserves the right to exercise at any time and without further notice in accordance with the Loan Documents.

Section 5. Severability. The provisions of this Second Amendment are intended to be severable. If any provision of this Second Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or unenforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

[Signatures are on the following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective officers hereunto duly authorized as of the date first above written.

LENDERS:
HSH NORDBANK AG, NEW YORK BRANCH, as Lender and Administrative Agent for the Lenders
By:				/s/ Sven Schiolaut
				Name:		Sven Schiolaut
				Title:		Vice President
						HSH Nordbank AG, New York Branch
By:				/s/ Xxxxxxx Xxxxx
				Name:		Xxxxxxx Xxxxx
				Title:		Senior Vice President
						HSH Nordbank AG, New York Branch
BORROWER:
AL US DEVELOPMENT VENTURE, LLC, a Delaware limited liability company
By:				Sunrise Senior Living Investments, Inc., a Virginia corporation, its Administrative Managing Member
		By:		/s/ Xxxxxx X. Xxxxxxx
				Name:		Xxxxxx X. Xxxxxxx
				Title:		Vice President