0001193125-10-204890 Sample Contracts

FOURTH AMENDMENT TO LOAN AGREEMENT AND SETTLEMENT AGREEMENT (Loan B)
Loan Agreement • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities

THIS FOURTH AMENDMENT TO LOAN AGREEMENT AND SETTLEMENT AGREEMENT (this “Agreement”) is made as of August 30, 2010, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (“Lender”).

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FOURTEENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia

THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated to be effective as of the 31st day of August, 2010 (“Effective Date”) by and between BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for the “Lenders” that are parties to the “Credit Agreement” (as defined below; terms defined in the Credit Agreement shall have the same meanings in this Amendment) and in its capacity as Swingline Lender and L/C Issuer; each of the undersigned Lenders; SUNRISE SENIOR LIVING, INC., a Delaware corporation (the “Company”); certain Subsidiaries of the Company party to the Credit Agreement pursuant to Section 2.14 of the Credit Agreement (together with the Company, collectively the “Borrowers” and each a “Borrower”) and each of the undersigned Guarantors. Hereafter, the Borrowers and the Guarantors are collectively referred to as the “Obligors”; and the Administrative Agent, the Lenders, the Swingline Lender an

FOURTH AMENDMENT TO LOAN AGREEMENT AND SETTLEMENT AGREEMENT (Loan A)
Loan Agreement • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities

THIS FOURTH AMENDMENT TO LOAN AGREEMENT AND SETTLEMENT AGREEMENT (this “Agreement”) is made as of August 30, 2010, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (“Agent” or in its individual capacity, “Chevy Chase”), as Agent for the lenders party hereto (individually a “Lender” and collectively, “Lenders”).

SECOND MODIFICATION AGREEMENT Secured Loan
Modification Agreement • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • California

THIS SECOND MODIFICATION AGREEMENT (“Agreement”) dated August 31, 2010 is entered into by and between and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”), in its capacity as administrative agent for the benefit for the Lenders (each, a “Lender” and collectively, the “Lenders”) from time to time a party to the Loan Agreement (defined below), and SUNRISE MONTEREY SENIOR LIVING, LP, a Delaware limited partnership (“Borrower”).

THIRD AMENDMENT TO DEED OF TRUST NOTE A (Loan A)
Deed of Trust Note A • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia

THIS THIRD AMENDMENT TO DEED OF TRUST NOTE A (this “Agreement”) is made as of August 30, 2010, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and MB FINANCIAL BANK, N.A. a national banking association, its successors and assigns (the “Lender”).

SECOND MODIFICATION AGREEMENT Secured Loan
Modification Agreement • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • California

THIS SECOND MODIFICATION AGREEMENT (“Agreement”) dated August 31, 2010 is entered into by and among SUNRISE PASADENA CA SENIOR LIVING, LLC, a California limited liability company (“Pasadena Borrower”), and SUNRISE PLEASANTON CA SENIOR LIVING, LP, a Delaware limited partnership (“Pleasanton Borrower” and together with Pasadena Borrower, “Borrower”), jointly and severally, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

THIRD AMENDMENT TO DEED OF TRUST NOTE A (Loan A)
Deed of Trust Note • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia

THIS THIRD AMENDMENT TO DEED OF TRUST NOTE A (this “Agreement”) is made as of August 30, 2010, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (the “Lender”).

THIRD AMENDMENT TO DEED OF TRUST NOTE B (Loan B)
Deed of Trust Note • September 3rd, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia

THIS THIRD AMENDMENT TO DEED OF TRUST NOTE B (this “Agreement”) is made as of August 30, 2010, by and between SUNRISE CONNECTICUT AVENUE ASSISTED LIVING L.L.C., a limited liability company organized and existing under the laws of the Commonwealth of Virginia (the “Borrower”) and CHEVY CHASE BANK, a division of Capital One, N.A. (the “Lender”).

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