PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT
THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this 2 nd
day of December, 2005, by SUNRISE SENIOR LIVING, INC., a corporation organized under the laws of the
State of Delaware (“Corporation”) for the benefit of BANK OF AMERICA, N.A., as Administrative Agent, a
national banking association (“Administrative Agent”) as agent for the Lenders.
A. Corporation, Administrative Agent and the Lenders party thereto have entered into a Credit Agreement
dated the same date as this Agreement (as amended, modified, restated, substituted, extended and renewed at
any time and from time to time, the “Credit Agreement”).
B. It is a condition precedent, among others, to Administrative Agent’s and Lenders’ agreement to enter into
the Credit Agreement and to make loans and other financial accommodations thereunder that Corporation enter
into this Agreement in order to secure the full and prompt performance of all of the “Obligations” defined in the
Credit Agreement and under all of the other Loan Documents.
C. 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 Agent’s entering into the Credit Agreement and for
other good and valuable consideration, the receipt of which is hereby acknowledged, Corporation hereby agrees
Section 1.1 The Stock Collateral.
As security for the prompt and full performance of the Obligations, and as security for the prompt and full
performance of all obligations of Corporation under this Agreement, all of the foregoing, whether now in
existence or hereafter created and whether joint, several, or both, primary, secondary, direct, contingent or
otherwise, Corporation hereby pledges, assigns and grants to Administrative Agent, for the ratable benefit of the