PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT
THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this 19 th
day of February, 2008, by SUNRISE SENIOR LIVING SERVICES, INC., a corporation organized under the
laws of the State of Delaware (“Pledgor”) for the benefit of BANK OF AMERICA, N.A., as Administrative
Agent, a national banking association (“Administrative Agent”) as agent for the Lenders.
A. The Lenders have made a Credit Facility available to Sunrise Senior Living, Inc., a Delaware corporation
(the “Borrower”) in the maximum principal sum at any one time outstanding of $250,000,000.
B. The Credit Facility is governed by a Credit Agreement dated December 2, 2005 as amended by that
certain First Amendment to Credit Agreement dated March 6, 2006, that certain Second Amendment to Credit
Agreement dated January 31, 2007, that certain Third Amendment to Credit Agreement dated June 27, 2007,
that certain Fourth Amendment to Credit Agreement dated September 17, 2007, that certain Fifth Amendment
to Credit Agreement dated January 31, 2008 and that certain Sixth Amendment to Credit Agreement (the “Sixth
Amendment”) dated of even date herewith (as amended, modified, substituted, extended and renewed from time
to time the “Credit Agreement”) by and between the Borrower and the Lenders.
C. The Credit Facility is guaranteed by the Pledgor, among other Guarantors, pursuant to the terms of the
D. The Borrower and the Lenders have agreed to enter into the Sixth Amendment..
E. As a condition precedent to the agreement to enter into the Sixth Amendment and to forego adding SCIC,
Inc. as a Guarantor, the Administrative Agent has required that that Pledgor enter into this Agreement.
F. All defined terms used in this Agreement and not defined in this Agreement shall have the meaning given to
such terms in the Credit Agreement.
NOW, THEREFORE, in consideration of Administrative Agen