Sunrise Senior Living (SRZ)

RECITALS:

     WHEREAS, Managing Member and Investor Member are parties to that certain Amended and Restated Operating Agreement of Sunrise IV, dated as of June 30, 2005 (as amended, modified or supplemented prior to the date hereof, the “Operating Agreement”);

     WHEREAS, Managing Member owns 20% of the membership interests in Sunrise IV (the “MM Interest”) and Investor Member owns 80% of the membership interests in Sunrise IV;

     WHEREAS, pursuant to certain provisions contained in the Operating Agreement, including Sections 12.2 through 12.5 of the Operating Agreement, Managing Member has made certain financial commitments and is required to provide financing to Sunrise IV;

     WHEREAS, Managing Member has previously provided financing to Sunrise IV as required by the Operating Agreement (all financing provided by Managing Member to Sunrise IV prior to the date of this Agreement is referred to collectively as the “MM Financing”), including certain financing under Sections 12.4 and 12.5 of the Operating Agreement (the “Income Support Financing”);

     WHEREAS, Managing Member is currently required to provide additional Income Support Financing to Sunrise IV pursuant to the terms of the Operating Agreement, but Managing Member has breached its obligation to provide such additional financing to Sunrise IV;

     WHEREAS, Managing Member desires to transfer the MM Interest to Investor Member and to terminate and be fully released from any and all of its obligations under the Operating Agreement (including its continuing obligations to provide financing to Sunrise IV under the Operating Agreement);

     WHEREAS, Sunrise IV indirectly owns 16 retirement or senior living facilities (each, a “Facility” and, collectively, the “Facilities”) that are managed by Manager pursuant to (i) an individual management agreement entered into by Manager for management of each Facility, including any interim management, administrative services, consulting services, sub-management or similar agreements in favor of Manager concerning operation of such Facility (collectively, the “Management Agreements”), and (ii) a Master Owner/Manager Agreement, dated July 1, 2005, by and between Sunrise IV, Manager and Investor Member (as amended, modified or supplemented prior to the date hereof, the “MOMA”);

     WHEREAS, Sunrise IV is a party to (i) that certain Amended and Restated Acquisition and Construction Loan Agreement, dated as of December 22, 2005 (as amended, modified or supplemented prior to the date hereof, the “Loan Agreement”), by and among Sunrise IV (as borrower), HSH Nordbank AG, acting through its New York Branch (“Nordbank”), as a lender, lead arranger and administrative agent, and such other financial institutions as from time to time become lenders (collectively, the “Lenders”); (ii) the Common Terms Agreement, dated as of June 30, 2005 (as amended, modified or supplemented prior to the date hereof, the “Common Terms Agreement”), by and among Nordbank, Sunrise IV, the Intermediate Tier Owners (as defined therein), SSL, as liquidity support provider, and the Property Companies (as defined therein), and (iii) certain other documents executed in connection with the financing evidenced by the Loan Agreement and Common Terms Agreement (the Loan Agreement, the Common Terms Agreement, the ODA Agreement (as hereinafter defined) and such other documents are referred to collectively as the “Loan Documents”);

     WHEREAS, pursuant to the terms of that certain Member Interest Pledge and Security Agreement, dated as of June 30, 2005 (as amended, modified or supplemented through the date hereof, the “Membership Interest Pledge”), between Managing Member and Nordbank, Managing Member has pledged its membership interests in Sunrise IV to Nordbank for the benefit of the Lenders and to secure the payment of all amounts due under the Loan Documents;

     WHEREAS, pursuant to the terms of that certain Operating Deficits Agreement, dated as of June 30, 2005 (as amended, modified or supplemented through the date hereof, the “ODA Agreement”), between SSL and Nordbank, SSL has guaranteed to Nordbank for the benefit of the Lenders the payment of all Operating Deficits (as defined in the ODA Agreement) of Sunrise IV, the Intermediate Tier Owners, the Property Companies and, to the extent liable therefore, the Manager;

     WHEREAS, SSL has breached its obligation under the ODA Agreement to fund default interest with respect to the loan outstanding under the Loan Documents, and SSL desires to be released from any and all obligations under the Loan Documents (including the ODA Agreement);

     WHEREAS, pursuant to the terms and conditions of the Management Agreements, Manager is entitled to receive certain management fees;

     WHEREAS, Section 3.17 of the Common Terms Agreement provides that any management fees earned under each Management Agreement in excess of 3% of revenues for the relevant Facility (the “Subordinated Management Fees”) shall be paid only if (i) Sunrise IV has made all payments required to be made under the Loan Documents, and (ii) no event of default has then occurred and is continuing under the Loan Documents and, after giving effect to such payment, no event of default would then have occurred;

     WHEREAS, Nordbank has provided written notice to Sunrise IV of the existence of certain events of default under the Loan Documents, and such events of default are continuing;

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     WHEREAS, due to the existence and continuation of events of default under the Loan Documents, Manager has not received payment of certain Subordinated Management Fees and the payment of such Subordinated Management Fees has been deferred;

     WHEREAS, Manager desires to cease management of the Facilities;

     WHEREAS, the Sunrise Parties desire to receive from Nordbank (on behalf of Nordbank and the Lenders) a full and unconditional release of any and all liabilities and obligations of any and all of the Sunrise Parties relating to or arising under the Loan Documents (including the ODA Agreement and any and all guaranties or indemnities given by any of the Sunrise Parties relating to the financing evidenced by the Loan Documents);

     WHEREAS, in order to induce Nordbank to grant a release to the Sunrise Parties, the Investor Member and its affiliates will incur significant liabilities and make significant financial commitments in favor of Nordbank (for the benefit of Nordbank and the other Lenders);

     WHEREAS, the Parties desire to enter into this Agreement to evidence and implement a “global” settlement of all issues and claims arising out of or relating to Sunrise IV, the Facilities (including the acquisition, ownership, financing, leasing and management thereof), and the Loan Documents and, accordingly, the Parties have engaged in good faith, arms length negotiations that culminated in the Parties’ agreement as set forth herein;

RECITALS

          The Obligors are parties with the Credit Parties to a Credit Agreement dated December 2, 2005 as amended by the First Amendment To Credit Agreement dated March 6, 2006, the Second Amendment To Credit Agreement dated January 31, 2007, the Third Amendment To Credit Agreement dated June 27, 2007, the Fourth Amendment To Credit Agreement dated September 17, 2007, the Fifth Amendment To Credit Agreement dated January 31, 2008, the Sixth Amendment To Credit Agreement dated February 19, 2008, the Seventh Amendment To Credit Agreement dated March 13, 2008, the Eighth Amendment To Credit Agreement dated July 23, 2008, the Ninth Amendment To Credit Agreement dated to be effective as of October 1, 2008 (the “Ninth Amendment”), the Tenth Amendment To Credit Agreement dated to be effective as of December 30, 2008, the Eleventh Amendment To Credit Agreement dated to be effective as of March 20, 2009 (the “Eleventh Amendment”), and the Twelfth Amendment To Credit Agreement dated to be effective as of April 28, 2009 (the “Twelfth Amendment”) (collectively, as amended by this Amendment, and as further amended, modified, substituted, extended and renewed from time to time, the “Credit Agreement”).

          The Obligors have requested the Credit Parties to amend and modify certain of the provisions of the Credit Agreement. The undersigned Parties have entered into this Amendment to provide for the requested modifications in accordance with the terms and conditions set forth in this Amendment. The undersigned Lenders collectively hold one hundred percent (100%) of the Aggregate Commitments.

          NOW, THEREFORE, in consideration of the premises, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

RECITALS

               A.      At the request of Guarantor and Borrower, the parties hereto entered into that certain Pre-Negotiation and Standstill Agreement, dated as of February 19, 2009 (the "Agreement"), pursuant to which, among other things, Agent agreed to forbear from exercising certain of Agent's remedies available to it pursuant to the Funding Obligation and the other Loan Documents (as such terms are defined in the Agreement) for a certain period of time pursuant to the terms thereof.

               B.      The term of the Agreement is scheduled to expire on March 31, 2009, unless sooner terminated pursuant to the terms and conditions of the Agreement.

               C.      Guarantor and Borrower have requested that Agent extend the term of the Agreement and, subject to the terms and conditions contained in this Amendment, Agent has agreed to so extend.

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

     1.      Recitals.   The Recitals set forth above are hereby incorporated herein by reference as if the same were fully set forth herein.

     2.      Term.   Section 2 of the Agreement is deleted in its entirety and replaced with the following:

"As used in this Agreement, the "Term" shall mean the period commencing on the date hereof and ending on April 30, 2009; provided, that this Agreement may be sooner terminated pursuant to Paragraph 10 hereof."

     3.      Representations of Guarantor and Borrower.    Each of Guarantor's and Borrower's representations, warranties and acknowledgements contained in the Agreement, including without limitation those set forth in Sections 3 and 7 thereof, are and remain true and accurate as of the date hereof.

     4.      Effectiveness of Agreement. Except as modified by this Amendment, all the terms of the Agreement shall remain unchanged and in full force and effect.

               5.     Counterparts. This Amendment may be executed in counterparts, and all counterparts together shall be construed as one document.

               6.     Telecopied Signatures. A counterpart of this Amendment signed by one party to this Amendment and telecopied to the other party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party's execution of this Amendment.

               7.       Successors and Assigns. All of the terms and conditions of this Amendment shall apply to benefit and bind the successors and assigns of the respective parties.

               8.      Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law.

[SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, Agent, Guarantor and Borrower have entered into this First Amendment to Pre-Negotiation and Standstill Agreement as of the date first above stated.

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RECITALS

               A.      At the request of Guarantor and Borrower, the parties hereto entered into that certain Pre-Negotiation and Standstill Agreement, dated as of December 24, 2008 (the "Original Agreement"), pursuant to which, among other things, Agent agreed to forbear from exercising certain of Agent's remedies available to it pursuant to the Funding Obligation and the other Loan Documents (as such terms are defined in the Original Agreement) for a certain period of time pursuant to the terms thereof.

               B.      Agent, Guarantor and Borrower amended and restated the Original Agreement in its entirety by entering into that certain Amended and Restated Pre-Negotiation and Standstill Agreement, dated as of February 19, 2009 (the "Agreement").

               C.      The term of the Agreement is scheduled to expire on March 31, 2009, unless sooner terminated pursuant to the terms and conditions of the Agreement.

               D.      Guarantor and Borrower have requested that Agent extend the term of the Agreement and, subject to the terms and conditions contained in this Amendment, Agent has agreed to so extend.

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

     1.      Recitals. The Recitals set forth above are hereby incorporated herein by reference as if the same were fully set forth herein.

     2.      Term. Section 2 of the Agreement is deleted in its entirety and replaced with the following:

"As used in this Agreement, the "Term" shall mean the period commencing on the date hereof and ending on April 30, 2009; provided, that this Agreement may be sooner terminated pursuant to Paragraph 10 hereof."

     3.      Representations of Guarantor and Borrower.      Each of Guarantor's and Borrower's representations, warranties and acknowledgements contained in the Agreement,

including without limitation those set forth in Sections 3 and 7 thereof, are and remain true and accurate as of the date hereof.

     4.      Effectiveness of Agreement. Except as modified by this Amendment, all the terms of the Agreement shall remain unchanged and in full force and effect.

     5.      Counterparts. This Amendment may be executed in counterparts, and all counterparts together shall be construed as one document.

     6.      Telecopied Signatures. A counterpart of this Amendment signed by one party to this Amendment and telecopied to the other party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party's execution of this Amendment.

     7.       Successors and Assigns. All of the terms and conditions of this Amendment shall apply to benefit and bind the successors and assigns of the respective parties.

     8.      Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law.

[SIGNATURE PAGES FOLLOW]

     IN WITNESS WHEREOF, Agent, Guarantor and Borrower have entered into this First Amendment to Amended and Restated Pre-Negotiation and Standstill Agreement as of the date first above stated.

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RECITALS

     The Obligors are parties with the Credit Parties to a Credit Agreement dated December 2, 2005 as amended by the First Amendment To Credit Agreement dated March 6, 2006, the Second Amendment To Credit Agreement dated January 31, 2007, the Third Amendment To Credit Agreement dated June 27, 2001, the Fourth Amendment To Credit Agreement dated September 17, 2007, the Fifth Amendment To Credit Agreement dated January 31, 2008, the Sixth Amendment To Credit Agreement dated February 19, 2008, the Seventh Amendment To Credit Agreement dated March 13, 2008, the Eighth Amendment To Credit Agreement dated July 23, 2008 (the “Eighth Amendment”), the Ninth Amendment To Credit Agreement dated to be effective as of October 1, 2008 and the Tenth Amendment To Credit Agreement dated to be effective as of December 30, 2008 (collectively, as amended by this Agreement, and as further amended, modified, substituted, extended and renewed from time to time, the “Credit Agreement”).

     The Obligors executed and delivered a Security Agreement dated March 13, 2008 (“Security Agreement”) for the benefit of the Credit Parties pursuant to which the Obligors granted to the Credit Parties as security for the “Obligations”, as such term is defined in the Security Agreement, a continuing security interest in the “Collateral”, as such term is defined in the Security Agreement.

     The Obligors have requested the Credit Parties to modify certain of the provisions of the Credit Agreement.

     The undersigned Parties have entered into this Agreement to provide for the requested modifications in accordance with the terms and conditions set forth herein and to provide the Parties with an additional period of time to negotiate the terms of a Twelfth Amendment to the Credit Agreement (“Twelfth Amendment”) with the desired objective of reaching mutual agreement to the terms of such Twelfth Amendment that would comprehensively address any remaining issues between the Parties with respect to the Credit Agreement through the Credit Agreement’s current stated Maturity Date of December 2, 2009 and the obtaining of the execution and delivery by all necessary Parties of such Twelfth Amendment prior to the close of business on April 30, 2009.

     NOW, THEREFORE, in consideration of the premises, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: