GUARANTY AGREEMENT Dated as of June 16, 2011 by SUNRISE SENIOR LIVING SERVICES, INC., SUNRISE SENIOR LIVING MANAGEMENT, INC., SUNRISE SENIOR LIVING INVESTMENTS, INC., and SUNRISE DEVELOPMENT, INC. as Guarantors in favor of THE LENDERS REFERRED TO IN...Guaranty Agreement • June 20th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • New York
GUARANTY dated as of June 16, 2011 (the “Guaranty”) made by SUNRISE SENIOR LIVING SERVICES, INC., a Delaware corporation, SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation, SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation, and SUNRISE DEVELOPMENT, INC., a Virginia corporation (collectively, the “Guarantors”) in favor of the Lenders (defined below).
TERMINATION AGREEMENTTermination Agreement • June 20th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia
THIS TERMINATION AGREEMENT (this “Agreement”) is dated to be effective as of the 16th day of June, 2011 (“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 Agreement) and in its capacity as Swingline Lender and L/C Issuer; the 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”); each of the undersigned Guarantors; and KEYBANK NATIONAL ASSOCIATION (“KeyBank”). Hereafter, the Borrowers and the Guarantors are collectively referred to as the “Obligors”; and the Administrative Agent, the Lenders, the Swingline Lender
PLEDGE AGREEMENT (Pledge of Membership Interests by Members) (SUNRISE SENIOR LIVING, INC.) dated as of June 16, 2011 By EACH PLEDGOR A PARTY HERETO, as the Pledgors To KEYBANK NATIONAL ASSOCIATION as Agent for the Benefit of the LendersPledge Agreement • June 20th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • New York
THIS PLEDGE AGREEMENT, dated as of June 16, 2011 (herein as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made by (i) each of the undersigned (herein, together with their respective successors, assigns, heirs and personal representatives, collectively, the “Pledgors” and, individually, each a “Pledgor”), whose address is set forth on Schedule I annexed hereto and incorporated herein by this reference, for the benefit of (ii) KEYBANK NATIONAL ASSOCIATION, a national banking association, as agent for the benefit of the Lenders (herein, together with its successors and assigns, the “Agent”), whose address is 127 Public Square, 7th Floor, Cleveland, Ohio 44114:
